EXHIBIT 10.1

CORE LABORATORIES
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

FOR
JOHN D. DENSON

EFFECTIVE DATE: JANUARY 1, 1999

CORE LABORATORIES
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN and deferred compensation agreement is made and entered into by and between Core Laboratories N.V. (the "Company") and John D. Denson ("Executive").

WITNESSETH:

WHEREAS, Executive is currently employed as general counsel by one or more members of the Company Group (as such term is hereinafter defined); and

WHEREAS, the services of Executive as an employee of the Company Group have been substantial and meritorious; and

WHEREAS, the Company desires to recognize the value to the Company of past and present services of Executive and to reward Executive for his contributions to the success and growth of the Company and to encourage Executive to remain in the employment of the Company Group through the use of additional but deferred compensation;

NOW, THEREFORE, the Company hereby adopts this CORE LABORATORIES SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (the "Plan"), effective as of January 1, 1999, and the Company and Executive agree as follows:

I.

DEFINITIONS

1.1 DEFINITIONS. Where the following words and phrases appear in the Plan, they shall have the meanings set forth below, unless their context clearly indicates to the contrary.

(1) ANNIVERSARY DATE: Each anniversary of Executive's Retirement Date.

(2) BOARD: The Board of Supervisory Directors of the Company.

(3) CAUSE: A determination by the Committee that "cause" (as such term is defined in Executive's employment agreement, if any, with a member of the Company Group) exists for the termination of the employment relationship; provided, however, that if Executive does not have such an employment agreement, or Executive's employment agreement does not define the term "cause," then "Cause" shall mean a determination by the Committee that Executive (i) has engaged in gross negligence or willful misconduct in the performance of his duties with respect to the Company Group, (ii) has been convicted of a felony or a misdemeanor involving moral turpitude (which, through lapse of time or otherwise, is not subject to appeal), (iii) has willfully refused without proper legal reason to perform his duties and responsibilities to the Company Group faithfully and to the best of his abilities, (iv) has materially breached any material provision of a written employment agreement or corporate

policy or code of conduct established by any member of the Company Group, or (v) has willfully engaged in conduct that he knows or should know is materially injurious to the Company Group; and provided, further, that, for purposes of clause (iv) of the preceding proviso, a material breach of a material provision of a written employment agreement or corporate policy or code of conduct shall include, but not be limited to, any breach that results in termination of Executive's employment.

(4) CHANGE IN CONTROL: The purchase or other acquisition by any person, entity, or group of persons, within the meaning of section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or any comparable successor provisions, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of more than twenty percent (20%) of either the outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally, or the approval by the stockholders of the Company of a reorganization, merger, or consolidation, in each case, with respect to which persons who were stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than eighty percent (80%) of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged, or consolidated Company's then outstanding securities, or a liquidation or dissolution of the Company, or of the sale of all or substantially all of the Company's assets.

(5) CODE: The Internal Revenue Code of 1986, as amended.

(6) COMPANY: Core Laboratories N.V.

(7) COMPANY GROUP: The Company and any subsidiary or affiliate of the Company designated from time to time by the Committee in its discretion. As of the Effective Date, the Company Group shall consist solely of the Company and Core Laboratories, Inc.

(8) COMMITTEE: The Compensation Committee of the Board.

(9) COMPENSATION: For each Plan Year, the total of all amounts paid by the Company Group to or for the benefit of Executive for services rendered or labor performed for the Company Group while Executive is an employee of the Company Group, to the extent such amounts are required to be reported on Executive's federal income tax withholding statement (Form W-2 or its subsequent equivalent), but adjusted to include (i) elective deferrals under Code sections 125 and 402(e)(3) and (ii) deferrals by the Executive under a non-qualified deferred compensation plan maintained by the Company Group.

(10) DATE OF HIRE: August 10, 1992.

(11) DEATH BENEFIT: A benefit calculated under Section 3.2 and paid in accordance with Article III.

(12) DESIGNATED BENEFICIARY: Executive's beneficiary or beneficiaries determined in accordance with Section 8.1.

(13) EFFECTIVE DATE: January 1, 1999.

(14) EXECUTIVE: John D. Denson.

(15) FINAL AVERAGE PAY: The average of Executive's annual Compensation for the five consecutive Plan Years (or, if shorter, all consecutive Plan Years) immediately preceding the Plan Year in which occurs the earlier of (i) the termination of Executive's employment with the Company Group or (ii) the death of Executive; provided, however, that in the event of a Change in Control prior to the termination of Executive's employment with the Company Group, "Final Average Pay" shall be the greater of (i) the average of Executive's annual Compensation for the five consecutive Plan Years (or, if shorter, all consecutive Plan Years) immediately preceding the Plan Year in which occurs the Change in Control or (ii) the average of Executive's annual Compensation for the five consecutive Plan Years (or, if shorter, all consecutive Plan Years) immediately preceding the Plan Year in which occurs the earlier of (1) the termination of Executive's employment with the Company Group or (2) the death of Executive.

(16) INSOLVENT: The Company either (i) is unable to pay its debts as they become due or (ii) is subject to a pending proceeding as a debtor under the United States Bankruptcy Code (or any successor federal statute).

(17) PLAN: This Core Laboratories Supplemental Executive Retirement Plan.

(18) PLAN YEAR: The twelve-consecutive month period commencing January 1 of each year.

(19) RETIREMENT BENEFIT: A benefit calculated under Section 2.2 and paid in accordance with Article II.

(20) RETIREMENT DATE: The later of (i) the first date after the Effective Date on which Executive is no longer employed by the Company Group or any affiliate of the Company Group or (ii) the date Executive attains the age of sixty-five.

(21) TRUST: The trust, if any, established under the Trust Agreement.

(22) TRUST AGREEMENT: The agreement, if any, entered into between the Company and the Trustee pursuant to Section 6.2.

(23) TRUSTEE: An independent third party that may be granted corporate trustee powers under state law and which has been appointed by the Board to be the trustee qualified and acting under the Trust Agreement at any time.

(24) VESTED INTEREST: The percentage of Executive's Plan benefit, which is vested and nonforfeitable, as determined under Article IV.

(25) YEARS OF ACCRUAL SERVICE: The total of all completed months of Executive's employment with the Company Group commencing on his Date of Hire and ending (i) for purposes of calculating Executive's Retirement Benefit, on the first date after the Effective Date on which Executive is not employed by the Company Group and (ii) for purposes of calculating Executive's Death Benefit, on the date of Executive's death, in either case divided by twelve.

(26) YEARS OF VESTING SERVICE: The total of all completed months of Executive's employment with the Company Group commencing on the Effective Date, and ending on the earlier of (i) the first date after the Effective Date on which Executive is not employed by the Company Group or (ii) the date of Executive's death, in either case divided by twelve.

1.2 NUMBER AND GENDER. Whenever appropriate herein, words used in the singular shall be considered to include the plural, and words used in the plural shall be considered to include the singular. The masculine gender, where appearing herein, shall be deemed to include the feminine gender.

1.3 HEADINGS. The headings of Articles and Sections herein are included solely for convenience, and, if there is any conflict between such headings and the text of this Plan, the text shall control.

II.

RETIREMENT BENEFIT

2.1 ENTITLEMENT TO RETIREMENT BENEFIT. Executive shall be entitled to receive a Retirement Benefit, calculated in accordance with Section 2.2, upon his Retirement Date.

2.2 RETIREMENT BENEFIT. Executive's "Retirement Benefit" shall be an annual payment equal to his Vested Interest in 2% of Executive's Final Average Pay, multiplied by Executive's Years of Accrual Service (not to exceed 25 years); provided, however, that if an event occurs that results in Executive obtaining a 100% Vested Interest pursuant to Section 4.3, then Executive's Retirement Benefit shall be no less than an annual payment equal to his Vested Interest in $150,000.

2.3 COMMENCEMENT AND DURATION OF RETIREMENT BENEFIT PAYMENTS. Executive's Retirement Benefit shall be paid to Executive once each calendar year during his lifetime. The first such annual payment shall be paid to Executive as soon as administratively practicable after Executive's Retirement Date, and each subsequent annual payment shall be paid as soon as administratively practicable after each Anniversary Date thereafter until the date of Executive's death. Except as provided in Section 2.4, all payments of Executive's Retirement Benefit shall cease upon the death of Executive.

2.4 DEATH ON OR AFTER RETIREMENT DATE. If Executive dies on or after his Retirement Date and prior to receiving fifteen annual installment payments of his Retirement Benefit, then no Death Benefit shall be payable, but Executive's Retirement Benefit shall be paid, or continue to be paid, to Executive's Designated Beneficiary in annual installments at the same time and in the same

amount as such Retirement Benefit would have been paid to Executive had Executive's death not occurred, and such Retirement Benefit installments shall continue through the Anniversary Date upon which Executive would have received the fifteenth Retirement Benefit installment. In the event of the death of a Designated Beneficiary prior to the payment of the fifteenth Retirement Benefit installment, such Designated Beneficiary's share of any remaining installments of Executive's Retirement Benefit shall be paid to such Designated Beneficiary's estate at the same time, in the same amount, and for the same period of time such Retirement Benefit would have been paid to such Designated Beneficiary had his or her death not occurred. All payments of deceased Executive's Retirement Benefit pursuant to this Section shall cease upon the date of payment of what would have been the deceased Executive's fifteenth Retirement Benefit installment.

2.5 CODE SECTION 162(m) LIMITATION. The preceding Sections of this Article notwithstanding, no Retirement Benefit shall be paid to the extent such payment, when added to all other remuneration provided to Executive by the Company or any affiliate, would result in any such amount being nondeductible under section 162(m) of the Code, and the payment of any such Retirement Benefit shall be deferred to the first subsequent year in which such payment may be both paid and fully deductible by the Company. In the event payment of a Retirement Benefit is deferred pursuant to this Section, such deferral shall not affect the time of payment or amount of any other installment of Executive's Retirement Benefit, unless such other payment is itself deferred pursuant to this Section.

III.
DEATH BENEFIT

3.1 ENTITLEMENT TO DEATH BENEFIT. If Executive dies prior to his Retirement Date, a Death Benefit, calculated in accordance with Section 3.2, shall be paid under this Article III. If Executive dies on or after his Retirement Date, no Death Benefit shall be paid under the Plan, but Executive's Retirement Benefit shall cease or be paid in accordance with Section 2.4.

3.2 DEATH BENEFIT. Executive's Death Benefit shall be an annual payment equal to Executive's Vested Interest in the greater of (1) or (2) below:

(1) 2% of Executive's Final Average Pay, multiplied by Executive's Years of Accrual Service (not to exceed 25 years); or

(2) $150,000.

3.3 COMMENCEMENT AND DURATION OF DEATH BENEFIT. If Executive dies prior to his Retirement Date, then Executive's Death Benefit shall be paid to his Designated Beneficiary once each year for fifteen years. The first such annual payment shall be paid to Executive's Designated Beneficiary as soon as administratively practicable after Executive's death, and each subsequent annual payment shall be paid to Executive's Designated Beneficiary on each anniversary of Executive's death until the payment of fifteen annual Death Benefit payments. In the event of the death of a Designated Beneficiary prior to the payment of fifteen Death Benefit installments, such Designated Beneficiary's share of any remaining installments of Executive's Death Benefit shall be

paid to such Designated Beneficiary's estate at the same time, in the same amount, and for the same period of time such Death Benefit would have been paid to such Designated Beneficiary had his or her death not occurred. All payments of Executive's Death Benefit pursuant to this Section shall cease upon the payment of the fifteenth installment of such Death Benefit.

IV.

Years of Vesting Service                 Vested Interest
------------------------                 ---------------
      Less than 5                               0%
       5 or more                              100%

4.2 ACCELERATED VESTING UPON DEATH. Section 4.1 notwithstanding, in the event of Executive's death while he is employed by the Company Group, Executive shall acquire a 100% Vested Interest in his Plan benefit.

4.3 ACCELERATED VESTING IN CONNECTION WITH A CHANGE IN CONTROL. Section 4.1 notwithstanding, Executive shall acquire a 100% Vested Interest in his Plan benefit upon (1) the occurrence of a Change in Control while Executive is employed by the Company Group, (2) the involuntary termination of Executive's employment with the Company Group by a member of the Company Group for a reason other than Cause within the six-month period ending on the date a Change in Control occurs, or (3) the termination or amendment of the Plan in a manner that is to the detriment of Executive (or anyone who would be entitled to benefits hereunder upon the death of Executive) without Executive's consent if the adoption date or effective date of such termination or amendment occurs within the six-month period ending on the date a Change in Control occurs.

4.4 FORFEITURE UPON TERMINATION FOR CAUSE. In the event Executive's employment with the Company Group or any affiliate is terminated for Cause, all benefits payable under the Plan to Executive or his Designated Beneficiary shall be forfeited, and neither Executive nor his Designated Beneficiary shall be entitled to receive, or continue to receive, any benefit under the Plan.

V.

ADMINISTRATION OF PLAN

5.1 COMMITTEE ADMINISTRATION. The plan shall be administered by the Committee. The Committee shall supervise the administration of the Plan according to the terms and provisions hereof and shall have the sole discretionary authority and all of the powers necessary to accomplish these purposes, including, without limitation, the sole discretionary authority to interpret and construe all Plan terms and to make all factual determinations associated with the Plan. All such interpretations, constructions, and determinations shall be final and binding upon Executive and all other persons. No member of the Committee shall be liable to Executive or any other person for any

action taken or omitted in connection with the administration of the Plan unless attributable to his own willful misconduct or lack of good faith.

5.2 COMMITTEE APPOINTMENT, REMOVAL. Each member of the Committee shall be appointed and removed by and in the sole discretion of the Board and shall serve in accordance with applicable rules and procedures of the Board and the Committee.

VI.

UNFUNDED NATURE OF PLAN

6.1 "TOP HAT" PLAN. The Plan is intended to constitute an unfunded, unsecured plan of deferred compensation for a select group of management or highly compensated employees of the Company Group. Further, it is the intention of the Company that the Plan be unfunded for purposes of the Code and Title I of the Employee Retirement Income Security Act of 1974, as amended. The Plan constitutes a mere promise by the Company to make benefit payments in the future. Plan benefits hereunder provided are to be paid out of the Company's general assets, and Executive shall have the status of, and shall have no better status than, a general unsecured creditor of the Company.

6.2 DISCRETIONARY ESTABLISHMENT OF RABBI TRUST. The Board, in its sole discretion, may select the Trustee, establish the Trust, and enter into the Trust Agreement with the Trustee. Any such Trust established by the Board, and any assets held by such Trust to assist the Company in meeting its obligations under the Plan, shall conform in all material respects to the terms of the model rabbi trust set forth in Revenue Procedure 92-64, 1992-2 C.B. 422. The Company may transfer money and/or other property to the Trustee, and the Trustee shall pay Plan benefits to Executive and his beneficiaries out of the Trust assets if such benefits are not paid by the Company. In the event the Trust is established, the Company shall remain the owner of all assets in the Trust, and the assets shall be subject to the claims of Company creditors in the event (and only in the event) the Company ever becomes Insolvent. Neither Executive nor any beneficiary of Executive shall have any preferred claim to, any security interest in, or any beneficial ownership interest in any assets of the Trust.

6.3 INSOLVENCY OF COMPANY. The Board and the Chief Executive Officer of the Company shall each have the duty to inform the Trustee in writing if the Company becomes Insolvent. Such notice given under the preceding sentence by any one party shall satisfy each party's duty to give notice. When so informed, the Trustee shall suspend any payments to Executive or his Designated Beneficiary, as applicable, and hold the assets for the benefit of the Company's general creditors and shall determine within the period specified in the Trust Agreement, or, in the absence of a specified period, within a reasonable period of time, whether the Company is Insolvent. If the Trustee determines that the Company is not Insolvent, the Trustee shall (1) resume payments to Executive or his Designated Beneficiary, as applicable, and (2) make a payment to Executive or his Designated Beneficiary, as applicable, as soon as administratively feasible after such determination, in an aggregate amount equal to the difference between the payments that would have been made to such individual(s) by the Trustee but for this Section 6.3 and the aggregate payments actually made to such individual(s) by the Company pursuant to the Plan during any such period of discontinuance (plus interest on such amount calculated at the prime rate as reported in The Wall

Street Journal as of the date of such discontinuance from the time that such payment or payments were due until their actual payment).

VII.
AMENDMENT AND TERMINATION

7.1 AMENDMENT. The Board may, in its discretion, amend the Plan, in whole or in part, at any time; provided, however, that no amendment shall be made that would reduce the vested accrued benefit of Executive as of the later of the adoption date or effective date of such amendment.

7.2 TERMINATION. The Board may, in its discretion, terminate the Plan, in whole or in part, at any time. In the event the Plan is terminated, notwithstanding any other provision of the Plan, the Board, in its discretion, may pay Executive his payable but unpaid vested accrued Retirement Benefit (or, in the case of Executive's death, Executive's Designated Beneficiary any payable but unpaid Death Benefit or Retirement Benefit) either in accordance with Article II or III, as applicable, or in any other manner the Board deems appropriate, including, without limitation, a lump sum payment of the actuarial equivalent present value of such unpaid Retirement Benefit or Death Benefit, actuarially reduced to take into account any earlier time of payment. In determining actuarial equivalency for purposes of the preceding sentence, reasonable actuarial assumptions shall be used, and the actuarial calculation shall be made by an actuary selected by and in the discretion of the Board and agreed to by Executive or his Designated Beneficiary, as applicable.

VIII.
MISCELLANEOUS

8.1 DESIGNATION OF BENEFICIARIES. Executive shall have the right to designate the beneficiary or beneficiaries to receive payment of his benefit in the event of his death. Each such designation shall be made in writing filed with the Committee by Executive. Any such designation may be changed at any time by Executive by execution and filing of a new designation in accordance with this Section. If no beneficiary designation is on file with the Committee at the time of the death of Executive or if such designation is not effective for any reason as determined by the Committee, the designated beneficiary or beneficiaries to receive such death benefit shall be as follows:

(1) If Executive leaves a surviving spouse, his designated beneficiary shall be such surviving spouse; and

(2) If Executive leaves no surviving spouse, his designated beneficiary shall be (A) Executive's executor or administrator or (B) his heirs at law if there is no administration of Executive's estate.

Notwithstanding the preceding provisions of this Section and to the extent not prohibited by state or federal law, if Executive is divorced from his spouse and at the time of his death is not remarried to the person from whom he was divorced, any designation of such divorced spouse as his beneficiary under the Plan filed prior to the divorce shall be null and void unless the contrary is expressly stated in writing filed with the Committee by Executive. The interest of such divorced

spouse failing hereunder shall vest in the persons specified in the preceding provisions of this Section as if such divorced spouse was not designated as a beneficiary by Executive.

8.2 NO ASSIGNMENT OR ALIENATION. The interest of Executive in the Plan or of his Designated Beneficiary hereunder may not be anticipated, sold, transferred, assigned, or encumbered in any manner, either voluntarily or involuntarily, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be null and void. The benefits provided hereunder shall not be liable for, or subject to the debts, contracts, liabilities, engagements, or torts of, any person to whom such benefits are payable, nor shall they be subject to garnishment, attachment, or other legal or equitable process, nor shall they be an asset of the bankrupt's estate in bankruptcy.

8.3 NO CONTRACT OF EMPLOYMENT. Nothing contained in the Plan or in the adoption of the Plan shall confer on Executive the right to continued employment with the Company Group or any affiliate or affect in any way the right of the Company Group to terminate the employment or services of Executive at any time. Nothing contained in the Plan shall be construed to affect the provisions of any other plan maintained by the Company Group or shall prevent the Company Group from adopting or continuing in effect other or additional compensation arrangements affecting Executive.

8.4 BINDING EFFECT. The Plan shall be binding upon, and inure to the benefit of, the Company, its successors, and assigns, and Executive and his respective heirs, executors, administrators, and legal representatives.

8.5 SEVERABILITY. In case any provision of the Plan is determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable for any reason, such illegal, invalid, or unenforceable provision shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal, invalid, or unenforceable provision had not been included therein.

8.6 JURISDICTION. Except to the extent federal law applies and preempts state law, the Plan shall be construed, enforced, and administered according to the laws of the state of Texas, excluding any conflict-of-law rule or principle that might refer construction of the Plan to the laws of another state or country. In the event of litigation relating to the Plan, such litigation shall be brought in state or federal court residing in Houston, Harris County, Texas, and the Company and Executive (or persons claiming rights of or through Executive) irrevocably appoints the Secretary of State for the state of Texas as agent for receipt of service of process in connection with such litigation.

8.7 WITHHOLDING. All benefit payments provided for hereunder shall be subject to applicable withholding and other deductions as shall be required under applicable local, state, or federal law.

EXECUTED on this _____ day of ______________________, 1999.

CORE LABORATORIES N.V.

By:
Jacobus Schouten
Managing Director of
Core Laboratories International B.V. which
is the sole managing director of Core
Laboratories N.V.

JOHN D. DENSON

EXHIBIT 10.2

CORE LABORATORIES
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

FOR
MONTY L. DAVIS

EFFECTIVE DATE: JANUARY 1, 1999

CORE LABORATORIES
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN and deferred compensation agreement is made and entered into by and between Core Laboratories N.V. (the "Company") and Monty L. Davis ("Executive").

WITNESSETH:

WHEREAS, Executive is currently employed as Chief Operating Officer and Senior Vice President by one or more members of the Company Group (as such term is hereinafter defined); and

WHEREAS, the services of Executive as an employee of the Company Group have been substantial and meritorious; and

WHEREAS, the Company desires to recognize the value to the Company of past and present services of Executive and to reward Executive for his contributions to the success and growth of the Company and to encourage Executive to remain in the employment of the Company Group through the use of additional but deferred compensation;

NOW, THEREFORE, the Company hereby adopts this CORE LABORATORIES SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (the "Plan"), effective as of January 1, 1999, and the Company and Executive agree as follows:

I.

DEFINITIONS

1.1 DEFINITIONS. Where the following words and phrases appear in the Plan, they shall have the meanings set forth below, unless their context clearly indicates to the contrary.

(1) ANNIVERSARY DATE: Each anniversary of Executive's Retirement Date.

(2) BOARD: The Board of Supervisory Directors of the Company.

(3) CAUSE: A determination by the Committee that "cause" (as such term is defined in Executive's employment agreement, if any, with a member of the Company Group) exists for the termination of the employment relationship; provided, however, that if Executive does not have such an employment agreement, or Executive's employment agreement does not define the term "cause," then "Cause" shall mean a determination by the Committee that Executive (i) has engaged in gross negligence or willful misconduct in the performance of his duties with respect to the Company Group, (ii) has been convicted of a felony or a misdemeanor involving moral turpitude (which, through lapse of time or otherwise, is not subject to appeal), (iii) has willfully refused without proper legal reason to perform his duties and responsibilities to the Company Group faithfully and to the best of his abilities, (iv) has materially breached any material provision of a written employment agreement or corporate

policy or code of conduct established by any member of the Company Group, or (v) has willfully engaged in conduct that he knows or should know is materially injurious to the Company Group; and provided, further, that, for purposes of clause (iv) of the preceding proviso, a material breach of a material provision of a written employment agreement or corporate policy or code of conduct shall include, but not be limited to, any breach that results in termination of Executive's employment.

(4) CHANGE IN CONTROL: The purchase or other acquisition by any person, entity, or group of persons, within the meaning of section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or any comparable successor provisions, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of more than twenty percent (20%) of either the outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally, or the approval by the stockholders of the Company of a reorganization, merger, or consolidation, in each case, with respect to which persons who were stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than eighty percent (80%) of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged, or consolidated Company's then outstanding securities, or a liquidation or dissolution of the Company, or of the sale of all or substantially all of the Company's assets.

(5) CODE: The Internal Revenue Code of 1986, as amended.

(6) COMPANY: Core Laboratories N.V.

(7) COMPANY GROUP: The Company and any subsidiary or affiliate of the Company designated from time to time by the Committee in its discretion. As of the Effective Date, the Company Group shall consist solely of the Company and Core Laboratories, Inc.

(8) COMMITTEE: The Compensation Committee of the Board.

(9) COMPENSATION: For each Plan Year, the total of all amounts paid by the Company Group to or for the benefit of Executive for services rendered or labor performed for the Company Group while Executive is an employee of the Company Group, to the extent such amounts are required to be reported on Executive's federal income tax withholding statement (Form W-2 or its subsequent equivalent), but adjusted to include (i) elective deferrals under Code sections 125 and 402(e)(3) and (ii) deferrals by the Executive under a non-qualified deferred compensation plan maintained by the Company Group.

(10) DATE OF HIRE: April 1, 1998.

(11) DEATH BENEFIT: A benefit calculated under Section 3.2 and paid in accordance with Article III.

(12) DESIGNATED BENEFICIARY: Executive's beneficiary or beneficiaries determined in accordance with Section 8.1.

(13) EFFECTIVE DATE: January 1, 1999.

(14) EXECUTIVE: Monty L. Davis.

(15) FINAL AVERAGE PAY: The average of Executive's annual Compensation for the five consecutive Plan Years (or, if shorter, all consecutive Plan Years) immediately preceding the Plan Year in which occurs the earlier of (i) the termination of Executive's employment with the Company Group or (ii) the death of Executive; provided, however, that in the event of a Change in Control prior to the termination of Executive's employment with the Company Group, "Final Average Pay" shall be the greater of (i) the average of Executive's annual Compensation for the five consecutive Plan Years (or, if shorter, all consecutive Plan Years) immediately preceding the Plan Year in which occurs the Change in Control or (ii) the average of Executive's annual Compensation for the five consecutive Plan Years (or, if shorter, all consecutive Plan Years) immediately preceding the Plan Year in which occurs the earlier of (1) the termination of Executive's employment with the Company Group or (2) the death of Executive.

(16) INSOLVENT: The Company either (i) is unable to pay its debts as they become due or (ii) is subject to a pending proceeding as a debtor under the United States Bankruptcy Code (or any successor federal statute).

(17) PLAN: This Core Laboratories Supplemental Executive Retirement Plan.

(18) PLAN YEAR: The twelve-consecutive month period commencing January 1 of each year.

(19) RETIREMENT BENEFIT: A benefit calculated under Section 2.2 and paid in accordance with Article II.

(20) RETIREMENT DATE: The later of (i) the first date after the Effective Date on which Executive is no longer employed by the Company Group or any affiliate of the Company Group or (ii) the date Executive attains the age of sixty-five.

(21) TRUST: The trust, if any, established under the Trust Agreement.

(22) TRUST AGREEMENT: The agreement, if any, entered into between the Company and the Trustee pursuant to Section 6.2.

(23) TRUSTEE: An independent third party that may be granted corporate trustee powers under state law and which has been appointed by the Board to be the trustee qualified and acting under the Trust Agreement at any time.

(24) VESTED INTEREST: The percentage of Executive's Plan benefit, which is vested and nonforfeitable, as determined under Article IV.

(25) YEARS OF ACCRUAL SERVICE: The total of all completed months of Executive's employment with (i) the Company Group commencing on his Date of Hire and (ii) Dresser Industries, Inc. and Western Atlas, Inc. for periods prior to his Date of Hire (which totals 193 months prior to his Date of Hire), and ending (1) for purposes of calculating Executive's Retirement Benefit, on the first date after the Effective Date on which Executive is not employed by the Company Group and (2) for purposes of calculating Executive's Death Benefit, on the date of Executive's death, in either case divided by twelve.

(26) YEARS OF VESTING SERVICE: The total of all completed months of Executive's employment with the Company Group commencing on the Effective Date, and ending on the earlier of (i) the first date after the Effective Date on which Executive is not employed by the Company Group or (ii) the date of Executive's death, in either case divided by twelve.

1.2 NUMBER AND GENDER. Whenever appropriate herein, words used in the singular shall be considered to include the plural, and words used in the plural shall be considered to include the singular. The masculine gender, where appearing herein, shall be deemed to include the feminine gender.

1.3 HEADINGS. The headings of Articles and Sections herein are included solely for convenience, and, if there is any conflict between such headings and the text of this Plan, the text shall control.

II.

RETIREMENT BENEFIT

2.1 ENTITLEMENT TO RETIREMENT BENEFIT. Executive shall be entitled to receive a Retirement Benefit, calculated in accordance with Section 2.2, upon his Retirement Date.

2.2 RETIREMENT BENEFIT. Executive's "Retirement Benefit" shall be an annual payment equal to his Vested Interest in 2% of Executive's Final Average Pay, multiplied by Executive's Years of Accrual Service (not to exceed 25 years); provided, however, that if an event occurs that results in Executive obtaining a 100% Vested Interest pursuant to Section 4.3, then Executive's Retirement Benefit shall be no less than an annual payment equal to his Vested Interest in $150,000.

2.3 COMMENCEMENT AND DURATION OF RETIREMENT BENEFIT PAYMENTS. Executive's Retirement Benefit shall be paid to Executive once each calendar year during his lifetime. The first such annual payment shall be paid to Executive as soon as administratively practicable after Executive's Retirement Date, and each subsequent annual payment shall be paid as soon as administratively practicable after each Anniversary Date thereafter until the date of Executive's death. Except as provided in Section 2.4, all payments of Executive's Retirement Benefit shall cease upon the death of Executive.

2.4 DEATH ON OR AFTER RETIREMENT DATE. If Executive dies on or after his Retirement Date and prior to receiving fifteen annual installment payments of his Retirement Benefit, then no

Death Benefit shall be payable, but Executive's Retirement Benefit shall be paid, or continue to be paid, to Executive's Designated Beneficiary in annual installments at the same time and in the same amount as such Retirement Benefit would have been paid to Executive had Executive's death not occurred, and such Retirement Benefit installments shall continue through the Anniversary Date upon which Executive would have received the fifteenth Retirement Benefit installment. In the event of the death of a Designated Beneficiary prior to the payment of the fifteenth Retirement Benefit installment, such Designated Beneficiary's share of any remaining installments of Executive's Retirement Benefit shall be paid to such Designated Beneficiary's estate at the same time, in the same amount, and for the same period of time such Retirement Benefit would have been paid to such Designated Beneficiary had his or her death not occurred. All payments of deceased Executive's Retirement Benefit pursuant to this Section shall cease upon the date of payment of what would have been the deceased Executive's fifteenth Retirement Benefit installment.

2.5 CODE SECTION 162(M) LIMITATION. The preceding Sections of this Article notwithstanding, no Retirement Benefit shall be paid to the extent such payment, when added to all other remuneration provided to Executive by the Company or any affiliate, would result in any such amount being nondeductible under section 162(m) of the Code, and the payment of any such Retirement Benefit shall be deferred to the first subsequent year in which such payment may be both paid and fully deductible by the Company. In the event payment of a Retirement Benefit is deferred pursuant to this Section, such deferral shall not affect the time of payment or amount of any other installment of Executive's Retirement Benefit, unless such other payment is itself deferred pursuant to this Section.

III.
DEATH BENEFIT

3.1 ENTITLEMENT TO DEATH BENEFIT. If Executive dies prior to his Retirement Date, a Death Benefit, calculated in accordance with Section 3.2, shall be paid under this Article III. If Executive dies on or after his Retirement Date, no Death Benefit shall be paid under the Plan, but Executive's Retirement Benefit shall cease or be paid in accordance with Section 2.4.

3.2 DEATH BENEFIT. Executive's Death Benefit shall be an annual payment equal to Executive's Vested Interest in the greater of (1) or (2) below:

(1) 2% of Executive's Final Average Pay, multiplied by Executive's Years of Accrual Service (not to exceed 25 years); or

(2) $150,000.

3.3 COMMENCEMENT AND DURATION OF DEATH BENEFIT. If Executive dies prior to his Retirement Date, then Executive's Death Benefit shall be paid to his Designated Beneficiary once each year for fifteen years. The first such annual payment shall be paid to Executive's Designated Beneficiary as soon as administratively practicable after Executive's death, and each subsequent annual payment shall be paid to Executive's Designated Beneficiary on each anniversary of Executive's death until the payment of fifteen annual Death Benefit payments. In the event of the

death of a Designated Beneficiary prior to the payment of fifteen Death Benefit installments, such Designated Beneficiary's share of any remaining installments of Executive's Death Benefit shall be paid to such Designated Beneficiary's estate at the same time, in the same amount, and for the same period of time such Death Benefit would have been paid to such Designated Beneficiary had his or her death not occurred. All payments of Executive's Death Benefit pursuant to this Section shall cease upon the payment of the fifteenth installment of such Death Benefit.

IV.

Years of Vesting Service               Vested Interest
------------------------               ---------------
      Less than 5                             0%
       5 or more                            100%

4.2 ACCELERATED VESTING UPON DEATH. Section 4.1 notwithstanding, in the event of Executive's death while he is employed by the Company Group, Executive shall acquire a 100% Vested Interest in his Plan benefit.

4.3 ACCELERATED VESTING IN CONNECTION WITH A CHANGE IN CONTROL. Section 4.1 notwithstanding, Executive shall acquire a 100% Vested Interest in his Plan benefit upon (1) the occurrence of a Change in Control while Executive is employed by the Company Group, (2) the involuntary termination of Executive's employment with the Company Group by a member of the Company Group for a reason other than Cause within the six-month period ending on the date a Change in Control occurs, or (3) the termination or amendment of the Plan in a manner that is to the detriment of Executive (or anyone who would be entitled to benefits hereunder upon the death of Executive) without Executive's consent if the adoption date or effective date of such termination or amendment occurs within the six-month period ending on the date a Change in Control occurs.

4.4 FORFEITURE UPON TERMINATION FOR CAUSE. In the event Executive's employment with the Company Group or any affiliate is terminated for Cause, all benefits payable under the Plan to Executive or his Designated Beneficiary shall be forfeited, and neither Executive nor his Designated Beneficiary shall be entitled to receive, or continue to receive, any benefit under the Plan.

V.

ADMINISTRATION OF PLAN

5.1 COMMITTEE ADMINISTRATION. The plan shall be administered by the Committee. The Committee shall supervise the administration of the Plan according to the terms and provisions hereof and shall have the sole discretionary authority and all of the powers necessary to accomplish these purposes, including, without limitation, the sole discretionary authority to interpret and construe all Plan terms and to make all factual determinations associated with the Plan. All such

interpretations, constructions, and determinations shall be final and binding upon Executive and all other persons. No member of the Committee shall be liable to Executive or any other person for any action taken or omitted in connection with the administration of the Plan unless attributable to his own willful misconduct or lack of good faith.

5.2 COMMITTEE APPOINTMENT, REMOVAL. Each member of the Committee shall be appointed and removed by and in the sole discretion of the Board and shall serve in accordance with applicable rules and procedures of the Board and the Committee.

VI.

UNFUNDED NATURE OF PLAN

6.1 "TOP HAT" PLAN. The Plan is intended to constitute an unfunded, unsecured plan of deferred compensation for a select group of management or highly compensated employees of the Company Group. Further, it is the intention of the Company that the Plan be unfunded for purposes of the Code and Title I of the Employee Retirement Income Security Act of 1974, as amended. The Plan constitutes a mere promise by the Company to make benefit payments in the future. Plan benefits hereunder provided are to be paid out of the Company's general assets, and Executive shall have the status of, and shall have no better status than, a general unsecured creditor of the Company.

6.2 DISCRETIONARY ESTABLISHMENT OF RABBI TRUST. The Board, in its sole discretion, may select the Trustee, establish the Trust, and enter into the Trust Agreement with the Trustee. Any such Trust established by the Board, and any assets held by such Trust to assist the Company in meeting its obligations under the Plan, shall conform in all material respects to the terms of the model rabbi trust set forth in Revenue Procedure 92-64, 1992-2 C.B. 422. The Company may transfer money and/or other property to the Trustee, and the Trustee shall pay Plan benefits to Executive and his beneficiaries out of the Trust assets if such benefits are not paid by the Company. In the event the Trust is established, the Company shall remain the owner of all assets in the Trust, and the assets shall be subject to the claims of Company creditors in the event (and only in the event) the Company ever becomes Insolvent. Neither Executive nor any beneficiary of Executive shall have any preferred claim to, any security interest in, or any beneficial ownership interest in any assets of the Trust.

6.3 INSOLVENCY OF COMPANY. The Board and the Chief Executive Officer of the Company shall each have the duty to inform the Trustee in writing if the Company becomes Insolvent. Such notice given under the preceding sentence by any one party shall satisfy each party's duty to give notice. When so informed, the Trustee shall suspend any payments to Executive or his Designated Beneficiary, as applicable, and hold the assets for the benefit of the Company's general creditors and shall determine within the period specified in the Trust Agreement, or, in the absence of a specified period, within a reasonable period of time, whether the Company is Insolvent. If the Trustee determines that the Company is not Insolvent, the Trustee shall (1) resume payments to Executive or his Designated Beneficiary, as applicable, and (2) make a payment to Executive or his Designated Beneficiary, as applicable, as soon as administratively feasible after such determination, in an aggregate amount equal to the difference between the payments that would have been made to such individual(s) by the Trustee but for this Section 6.3 and the aggregate payments actually made to such individual(s) by the Company pursuant to the Plan during any such period of

discontinuance (plus interest on such amount calculated at the prime rate as reported in The Wall Street Journal as of the date of such discontinuance from the time that such payment or payments were due until their actual payment).

VII.
AMENDMENT AND TERMINATION

7.1 AMENDMENT. The Board may, in its discretion, amend the Plan, in whole or in part, at any time; provided, however, that no amendment shall be made that would reduce the vested accrued benefit of Executive as of the later of the adoption date or effective date of such amendment.

7.2 TERMINATION. The Board may, in its discretion, terminate the Plan, in whole or in part, at any time. In the event the Plan is terminated, notwithstanding any other provision of the Plan, the Board, in its discretion, may pay Executive his payable but unpaid vested accrued Retirement Benefit (or, in the case of Executive's death, Executive's Designated Beneficiary any payable but unpaid Death Benefit or Retirement Benefit) either in accordance with Article II or III, as applicable, or in any other manner the Board deems appropriate, including, without limitation, a lump sum payment of the actuarial equivalent present value of such unpaid Retirement Benefit or Death Benefit, actuarially reduced to take into account any earlier time of payment. In determining actuarial equivalency for purposes of the preceding sentence, reasonable actuarial assumptions shall be used, and the actuarial calculation shall be made by an actuary selected by and in the discretion of the Board and agreed to by Executive or his Designated Beneficiary, as applicable.

VIII.
MISCELLANEOUS

8.1 DESIGNATION OF BENEFICIARIES. Executive shall have the right to designate the beneficiary or beneficiaries to receive payment of his benefit in the event of his death. Each such designation shall be made in writing filed with the Committee by Executive. Any such designation may be changed at any time by Executive by execution and filing of a new designation in accordance with this Section. If no beneficiary designation is on file with the Committee at the time of the death of Executive or if such designation is not effective for any reason as determined by the Committee, the designated beneficiary or beneficiaries to receive such death benefit shall be as follows:

(1) If Executive leaves a surviving spouse, his designated beneficiary shall be such surviving spouse; and

(2) If Executive leaves no surviving spouse, his designated beneficiary shall be (A) Executive's executor or administrator or (B) his heirs at law if there is no administration of Executive's estate.

Notwithstanding the preceding provisions of this Section and to the extent not prohibited by state or federal law, if Executive is divorced from his spouse and at the time of his death is not remarried to the person from whom he was divorced, any designation of such divorced spouse as his beneficiary under the Plan filed prior to the divorce shall be null and void unless the contrary is

expressly stated in writing filed with the Committee by Executive. The interest of such divorced spouse failing hereunder shall vest in the persons specified in the preceding provisions of this Section as if such divorced spouse was not designated as a beneficiary by Executive.

8.2 NO ASSIGNMENT OR ALIENATION. The interest of Executive in the Plan or of his Designated Beneficiary hereunder may not be anticipated, sold, transferred, assigned, or encumbered in any manner, either voluntarily or involuntarily, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be null and void. The benefits provided hereunder shall not be liable for, or subject to the debts, contracts, liabilities, engagements, or torts of, any person to whom such benefits are payable, nor shall they be subject to garnishment, attachment, or other legal or equitable process, nor shall they be an asset of the bankrupt's estate in bankruptcy.

8.3 NO CONTRACT OF EMPLOYMENT. Nothing contained in the Plan or in the adoption of the Plan shall confer on Executive the right to continued employment with the Company Group or any affiliate or affect in any way the right of the Company Group to terminate the employment or services of Executive at any time. Nothing contained in the Plan shall be construed to affect the provisions of any other plan maintained by the Company Group or shall prevent the Company Group from adopting or continuing in effect other or additional compensation arrangements affecting Executive.

8.4 BINDING EFFECT. The Plan shall be binding upon, and inure to the benefit of, the Company, its successors, and assigns, and Executive and his respective heirs, executors, administrators, and legal representatives.

8.5 SEVERABILITY. In case any provision of the Plan is determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable for any reason, such illegal, invalid, or unenforceable provision shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal, invalid, or unenforceable provision had not been included therein.

8.6 JURISDICTION. Except to the extent federal law applies and preempts state law, the Plan shall be construed, enforced, and administered according to the laws of the state of Texas, excluding any conflict-of-law rule or principle that might refer construction of the Plan to the laws of another state or country. In the event of litigation relating to the Plan, such litigation shall be brought in state or federal court residing in Houston, Harris County, Texas, and the Company and Executive (or persons claiming rights of or through Executive) irrevocably appoints the Secretary of State for the state of Texas as agent for receipt of service of process in connection with such litigation.

8.7 WITHHOLDING. All benefit payments provided for hereunder shall be subject to applicable withholding and other deductions as shall be required under applicable local, state, or federal law.

EXECUTED on this _____ day of ______________________, 1999.

CORE LABORATORIES N.V.

By:
Jacobus Schouten
Managing Director of
Core Laboratories International B.V. which
is the sole managing director of Core
Laboratories N.V.

MONTY L. DAVIS

EXHIBIT 10.3
FIRST AMENDMENT TO
CORE LABORATORIES
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

WHEREAS, CORE LABORATORIES N.V. and its participating affiliates (the "Company") has heretofore adopted the CORE LABORATORIES SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (the "Plan") for the benefit of certain employees and independent directors of the Company; and

WHEREAS, the Company desires to amend the Plan in certain respects;

NOW, THEREFORE, the Plan shall be amended as follows, effective as of July 29, 1999:

1. The following new Section 1.1(6A) shall be added immediately after
Section 1.1(6) of the Plan:

"(6A) DESIGNATED BENEFICIARY: A Participant's beneficiary or beneficiaries determined in accordance with Section 1.5."

2. Section 1.1(13) of the Plan shall be deleted and the following shall be substituted therefor:

"(13) INTENTIONALLY OMITTED."

3. The following new Section 1.5 shall be added immediately after
Section 1.4 of the Plan:

"1.5 Each Participant shall have the right to designate the beneficiary or beneficiaries to receive payment of his benefit in the event of his death. Each such designation shall be made in writing filed with the Committee by the Participant. Any such designation may be changed at any time by such Participant by execution and filing of a new designation in accordance with this Section. If no beneficiary designation is on file with the Committee at the time of the death of the Participant or if such designation is not effective for any reason as determined by the Committee, the designated beneficiary or beneficiaries to receive such death benefit shall be as follows:

(1) If a Participant leaves a surviving spouse, his designated beneficiary shall be such surviving spouse; and

(2) If a Participant leaves no surviving spouse, his designated beneficiary shall be (A) such Participant's executor or administrator or (B) his heirs at law if there is no administration of such Participant's estate.

Notwithstanding the preceding provisions of this Section and to the extent not prohibited by state or federal law, if a Participant is divorced from his spouse and at the time of his death is not remarried to the person from whom he was divorced, any designation of such divorced spouse as his beneficiary under the Plan filed prior to the divorce shall be null and void unless the contrary is expressly stated in writing filed with the Committee by the Participant. The interest of such divorced spouse failing hereunder shall vest in the persons specified in the preceding provisions of this Section as if such divorced spouse was not designated as a beneficiary by the Participant."

4. Section 4.2 of the Plan shall be deleted and the following shall be substituted therefor:

"4.2 In the event a Participant dies on or after his Retirement Date and prior to receiving fifteen annual installment payments of his Retirement Benefit, such Participant's Retirement Benefit shall be paid, or continue to be paid, to his Designated Beneficiary in annual installments at the same time and in the same amount as such Retirement Benefit would have been paid to such Participant had his death not occurred, and such Retirement Benefit installments shall continue through the Anniversary Date upon which such deceased Participant would have received the fifteenth Retirement Benefit installment. In the event of the death of a Participant's Designated Beneficiary prior to the payment of the fifteenth Retirement Benefit installment, such Designated Beneficiary's share of any remaining installments of such Participant's Retirement Benefit shall be paid to such Designated Beneficiary's estate at the same time, in the same amount, and for the same period of time such Retirement Benefit would have been paid to such Designated Beneficiary had his or her death not occurred. All payments of a deceased Participant's Retirement Benefit pursuant to this Section 4.2 shall cease upon the date of payment of what would have been the deceased Participant's fifteenth Retirement Benefit installment."

5. The term "Surviving Spouse" shall be deleted in each place such term appears in Sections 4.3 and 5.4 of the Plan, and the term "Designated Beneficiary" shall be substituted therefor in each such place.

6. Sections 5.2 and 5.3 of the Plan shall be deleted and the following shall be substituted therefor:

"5.2 In the event a Participant (other than Stephen D. Weinroth) dies prior to his Retirement Date, a Death Benefit shall be paid to such Participant's Designated Beneficiary pursuant to this Section 5.2. The Death Benefit shall consist of fifteen annual lump sum payments of

$225,000 each. The initial payment of such Participant's Death Benefit shall be paid to his Designated Beneficiary as soon as administratively practicable after such Participant's death, and a payment of $225,000 shall be paid to such Designated Beneficiary on each of the fourteen subsequent anniversaries of the Participant's death thereafter. In the event of the death of a Designated Beneficiary prior to the payment of fifteen Death Benefit installments, such Designated Beneficiary's share of any remaining installments of the Participant's Death Benefit shall be paid to such Designated Beneficiary's estate at the same time, in the same amount, and for the same period of time such Death Benefit would have been paid to such Designated Beneficiary had his or her death not occurred. All Death Benefit payments pursuant to this Section 5.2 shall cease upon the payment of the fifteenth annual installment of such Death Benefit.

5.3 In the event that Participant Stephen D. Weinroth dies prior to his Retirement Date, a Death Benefit shall be paid to his Designated Beneficiary pursuant to this Section 5.3. The Death Benefit shall consist of fifteen annual lump sum payments of $225,000 each. The initial payment of such Participant's Death Benefit shall be paid to his Designated Beneficiary on (or as soon as administratively practicable after) the date that would have been such deceased Participant's Retirement Date, and a payment of $225,000 shall be paid to such Designated Beneficiary on each of the fourteen subsequent Anniversary Dates thereafter. In the event of the death of a Designated Beneficiary prior to the payment of fifteen Death Benefit installments pursuant to this Section 5.3, such Designated Beneficiary's share of any remaining installments of the Participant's Death Benefit shall be paid to such Designated Beneficiary's estate at the same time, in the same amount, and for the same period of time such Death Benefit would have been paid to such Designated Beneficiary had his or her death not occurred. All Death Benefit payments pursuant to this Section 5.3 shall cease upon the payment of the fifteenth annual installment of such Death Benefit."

7. Section 6.2 of the Plan shall be deleted and the following shall be substituted therefor:

"6.2 In the event a Participant's services or employment with the Company is terminated for Cause, all benefits payable under the Plan to such Participant or to his Designated Beneficiary shall be forfeited, and neither the Participant nor any Designated Beneficiary of the Participant shall be entitled to receive any benefit under the Plan."

8. The term "Surviving Spouses" shall be deleted in each place such term appears in Section 8.3 of the Plan, and the term "Designated Beneficiaries" shall be substituted therefor in each such place.

9. The parenthetical in the second sentence of Section 9.2 of the Plan shall be deleted and the following shall be substituted therefor:

"(or, in the case of a deceased Participant, such Participant's Designated Beneficiary any payable but unpaid Death Benefit or Retirement Benefit)"

10. As amended hereby, the Plan is specifically ratified and reaffirmed.

EXECUTED on this _____ day of ______________________, 1999.

CORE LABORATORIES N.V.

EXHIBIT 10.4

AGREEMENT AND PLAN OF MERGER

AMONG

CORE LABORATORIES N.V.,

CORE COLORADO ACQUISITION, INC.,

COHERENCE TECHNOLOGY COMPANY, INC.

AND

THE STOCKHOLDERS OF
COHERENCE TECHNOLOGY COMPANY, INC.

JUNE 9, 1999

                                                    ARTICLE I

                                                    THE MERGER
1.01     THE MERGER ..............................................................................................2
1.02     EFFECTIVE TIME ..........................................................................................2
1.03     EFFECT OF THE MERGER ....................................................................................2
1.04     ARTICLES OF INCORPORATION; BYLAWS .......................................................................2
1.05     DIRECTORS AND OFFICERS ..................................................................................2
1.06     ACQUISITION CONSIDERATION; CONVERSION AND CANCELLATION OF SECURITIES ....................................3
1.07     PAYMENT FOR COMPANY STOCK; SURRENDER OF CERTIFICATES ....................................................5
1.08     NO FRACTIONAL SHARES ....................................................................................6
1.09     AGREEMENT TO VOTE SHARES ................................................................................6
1.10     WITHHOLDING .............................................................................................7
1.11     CLOSING .................................................................................................7
1.12     ACTIONS AT CLOSING ......................................................................................7
1.13     STOCK TRANSFER BOOKS ....................................................................................7
1.14     TAKING OF NECESSARY ACTION; FURTHER ACTION ..............................................................7

                                                    ARTICLE II

                                             REPRESENTATIONS AND WARRANTIES
                                          OF THE COMPANY AND THE SHAREHOLDERS

2.01     ORGANIZATION AND QUALIFICATION; SUBSIDIARIES ............................................................8
2.02     ORGANIZATIONAL DOCUMENTS ................................................................................8
2.03     CAPITALIZATION ..........................................................................................9
2.04     AUTHORITY ..............................................................................................10
2.05     NO CONFLICT; REQUIRED FILINGS AND CONSENTS .............................................................10
2.06     PERMITS; COMPLIANCE ....................................................................................11
2.07     FINANCIAL STATEMENTS ...................................................................................12
2.08     ABSENCE OF CERTAIN CHANGES OR EVENTS ...................................................................12
2.09     LITIGATION .............................................................................................13
2.10     EMPLOYEE BENEFIT PLANS; LABOR MATTERS ..................................................................13
2.11     TAXES ..................................................................................................16
2.12     POOLING; TAX MATTERS ...................................................................................17
2.13     AFFILIATES .............................................................................................18

2.14     CERTAIN BUSINESS PRACTICES .............................................................................18
2.15     ENVIRONMENTAL ..........................................................................................18
2.16     UNDISCLOSED LIABILITIES ................................................................................19
2.17     CERTAIN AGREEMENTS .....................................................................................19
2.18     CONTRACTS AND COMMITMENTS ..............................................................................19
2.19     AFFILIATE INTERESTS ....................................................................................20
2.20     INTELLECTUAL PROPERTY ..................................................................................20
2.21     BP AMOCO AGREEMENT .....................................................................................21
2.22     BROKERS ................................................................................................22
2.23     INSURANCE ..............................................................................................22
2.24     PROPERTIES .............................................................................................22
2.25     GOOD TITLE .............................................................................................23
2.26     CERTAIN SECURITIES LAW MATTERS .........................................................................23
2.27     AUTHORIZATION AND VALIDITY OF AGREEMENT ................................................................25

                                                         ARTICLE III

                                          REPRESENTATIONS AND WARRANTIES OF ACQUIROR

3.01     ORGANIZATION AND QUALIFICATION .........................................................................25
3.02     CAPITALIZATION .........................................................................................25
3.03     AUTHORITY ..............................................................................................26
3.04     NO CONFLICT; REQUIRED FILINGS AND CONSENTS .............................................................26
3.05     REPORTS; FINANCIAL STATEMENTS ..........................................................................27
3.06     BROKERS ................................................................................................28

                                                         ARTICLE IV

                                               COVENANTS OF THE SHAREHOLDERS

4.01     AFFIRMATIVE COVENANT ...................................................................................28
4.02     NEGATIVE COVENANTS .....................................................................................28

                                                          ARTICLE V

                                                  COVENANTS OF THE COMPANY

5.01     AFFIRMATIVE COVENANTS OF THE COMPANY ...................................................................29
5.02     NEGATIVE COVENANTS OF THE COMPANY ......................................................................30

                                                       ARTICLE VI

                                                 COVENANTS OF ACQUIROR
6.01     AFFIRMATIVE COVENANTS OF ACQUIROR ......................................................................33
6.02     NEGATIVE COVENANTS OF ACQUIROR .........................................................................33

                                                       ARTICLE VII

                                                 ADDITIONAL AGREEMENTS

7.01     NOTIFICATION OF CERTAIN MATTERS ........................................................................34
7.02     ACCESS AND INFORMATION .................................................................................34
7.03     APPROPRIATE ACTION; CONSENTS; FILINGS ..................................................................35
7.04     AFFILIATES; POOLING ....................................................................................36
7.05     PUBLIC ANNOUNCEMENTS ...................................................................................37
7.06     EXPENSES ...............................................................................................37
7.07     EMPLOYEES OF COMPANY ...................................................................................37
7.08     TAX-FREE REORGANIZATION ................................................................................38
7.09     INFORMATION FOR TAX RETURNS ............................................................................38
7.10     NO HEDGING TRANSACTIONS ................................................................................38
7.11     TERMINATED LEASES ......................................................................................39
7.12     PULSONIC ACQUISITION ...................................................................................39
7.13     PULSONIC NIGERIA LIMITED................................................................................40
7.14     INDEMNIFICATION OF DIRECTORS AND OFFICERS...............................................................40
7.15     GUARANTEES..............................................................................................40
7.16     MORRIS SHARES...........................................................................................40

                                                      ARTICLE VIII

                                                     INDEMNIFICATION

8.01     IN GENERAL .............................................................................................41
8.02     NO EXHAUSTION OF REMEDIES ..............................................................................41
8.03     DEFENSE OF THIRD PARTY CLAIMS ..........................................................................42
8.04     PAYMENT; ARBITRATION ...................................................................................43
8.05     SATISFACTION OF CLAIMS FROM ESCROW SHARES ..............................................................44
8.06     LIABILITY LIMITATIONS; SURVIVAL OF REPRESENTATIONS AND WARRANTIES ......................................45
8.07     SUBROGATION ............................................................................................45
8.08     CLAIM OF FRAUD..........................................................................................45

                                                    ARTICLE IX

                                                    CONDITIONS

9.01     CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIROR COMPANIES ..........................................46
9.02     CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY .....................................................48

                                                    ARTICLE X

                                                   MISCELLANEOUS

10.01    TERMINATION ............................................................................................50
10.02    EFFECT OF TERMINATION ..................................................................................50
10.03    WAIVER AND AMENDMENT ...................................................................................51
10.04    ENTIRE AGREEMENT; THIRD PARTY BENEFICIARIES ............................................................51
10.05    ASSIGNMENT .............................................................................................51
10.06    CERTAIN DEFINITIONS ....................................................................................51
10.07    NOTICES ................................................................................................53
10.08    GOVERNING LAW ..........................................................................................55
10.09    SEVERABILITY ...........................................................................................55
10.10    COUNTERPARTS ...........................................................................................55
10.11    HEADINGS ...............................................................................................55

Exhibit A         --        Escrow Agreement
Exhibit B         --        Appointment of Shareholders' Representative
Exhibit C         --        Form of Company Affiliates' Letter
Exhibit D         --        Form of Employment Contract
Exhibit E         --        Form of Promissory Note

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this "Agreement") is made and entered into as of June 9, 1999 by and among Core Laboratories N.V., a Netherlands limited liability company ("Acquiror"), Core Colorado Acquisition, Inc., a Colorado corporation with its principal place of business in Houston, Texas and a wholly owned subsidiary of Core ("Acquisition Sub"), Coherence Technology Company, Inc., a Colorado corporation (the "Company"), and the stockholders of the Company set forth on the signature pages hereto (collectively, the "Shareholders"). Acquiror and Acquisition Sub are sometimes collectively referred to herein as the "Acquiror Companies."

RECITALS

The Shareholders own, beneficially and of record, all of the outstanding capital stock of the Company.

Acquisition Sub, upon the terms and subject to the conditions of this Agreement and in accordance with the Colorado Business Corporation Act (the "CBCA"), will merge with and into the Company (the "Merger").

The Board of Directors of the Company has determined that the Merger is consistent with and in furtherance of the long-term business strategy of the Company and is fair to, and in the best interests of, the Company and the Shareholders and has approved and adopted this Agreement and the transactions contemplated hereby, and recommended approval and adoption of this Agreement and the Merger by the Shareholders.

This Agreement and the Merger have been approved and adopted by the requisite vote of the Shareholders and of the sole shareholder of Acquisition Sub as required by the CBCA.

For federal income tax purposes, it is intended that the Merger will qualify as a reorganization within the meaning of the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").

The Merger is intended to be treated as a "pooling of interests" for financial accounting purposes under United States generally accepted accounting principles ("GAAP").

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

THE MERGER

1.01 THE MERGER . Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the CBCA, at the Effective Time (as defined in Section 1.02 of this Agreement), Acquisition Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Acquisition Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the "Surviving Corporation"). The name of the Surviving Corporation shall be "Coherence Technology Company, Inc."

1.02 EFFECTIVE TIME . As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article IX of this Agreement, but no earlier than July 1, 1999, the parties hereto shall cause the Merger to be consummated by filing Articles of Merger with the Secretary of State of the State of Colorado, in such form as required by, and executed in accordance with the relevant provisions of, the CBCA (the date and time of the effectiveness of such filing being the "Effective Time").

1.03 EFFECT OF THE MERGER . At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the CBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all the property and assets of Acquisition Sub and the Company shall vest in the Surviving Corporation, and all obligations and liabilities of Acquisition Sub and the Company shall become the obligations and liabilities of the Surviving Corporation.

1.04 ARTICLES OF INCORPORATION; BYLAWS . At the Effective Time, the Articles of Incorporation and the Bylaws of the Surviving Corporation shall be amended and restated to adopt the Articles of Incorporation and Bylaws of the Acquisition Sub, as in effect immediately prior to the Effective Time, except that Article I of the Articles of Incorporation thereof shall be amended to read "The name of the corporation is Coherence Technology Company, Inc." and the Bylaws shall be amended so as to reflect that the name of the Surviving Corporation has been changed to Coherence Technology Company, Inc.

1.05 DIRECTORS AND OFFICERS . The directors of Acquisition Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation, and the officers of the Acquisition Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.

1.06 ACQUISITION CONSIDERATION; CONVERSION AND CANCELLATION OF SECURITIES . At the Effective Time, by virtue of the Merger and without any action on the part of the Acquiror Companies, the Company or the holders of any of the Company's securities:

(a) Subject to the other provisions of this Article I, each share of the Company's common stock, par value $0.001 per share ("Company Stock"), issued and outstanding immediately prior to the Effective Time (excluding any Company Stock described in Section 1.06(c) of this Agreement), shall be converted into 0.138915 shares of duly authorized, validly issued, fully paid and nonassessable common shares, par value NLG 0.03 per share ("Acquiror Shares"), of Acquiror (the "Exchange Ratio"), subject to the escrow of a portion of such shares pursuant to the terms and conditions set forth herein. At the Effective Time, Acquiror will cause to be delivered to, and directly deposited with, Bankers Trust Company or another national bank acceptable to the Company and Acquiror (the "Escrow Agent"), in escrow for the account and future potential benefit of certain Shareholders, a stock certificate representing 10% of the Acquiror Shares, which certificate shall be registered as follows: "Bankers Trust Company, f/b/o Certain Former Shareholders of the Common Stock of Coherence Technology Company, Inc." All such Acquiror Shares so delivered to the Escrow Agent, together with all subsequent stock dividends or distributions of other Acquiror Shares received in respect of such shares while deposited with the Escrow Agent shall be referred to as "Escrow Shares." A pro rata number of the Escrow Shares (determined on the basis of the respective ownership interests of each Shareholder of Company Stock immediately prior to the Effective Time, subject to adjustments by the Escrow Agent to eliminate fractional shares) shall be subtracted from the number of Acquiror Shares each Shareholder of Company Stock at the Effective Time is entitled to receive pursuant to the Merger. The Escrow Shares shall be held by the Escrow Agent pursuant to the terms and conditions of an Escrow Agreement substantially in the form attached hereto as Exhibit A (the "Escrow Agreement") between Acquiror, Acquisition Sub, the Company and Dirk McDermott (the "Shareholders' Representative"). The Shareholders will appoint Dirk McDermott as a Shareholders' Representative pursuant to, and he shall have the rights and obligations set forth in, the Appointment of Shareholders' Representative, substantially in the form attached hereto as Exhibit B (the "Appointment"). The Escrow Agreement and the Appointment shall authorize the Shareholders' Representative to control the disposition of such Escrow Shares pursuant to the terms of the Escrow Agreement. The Shareholders' Representative shall have no personal liability as a result of any actions taken in such position
(i) to Acquiror or Acquisition Sub, or (ii) to any holder of Company Stock at the Effective Time, in either case with respect to the disposition of the Escrow Shares or any other action taken by him as the Shareholders' Representative, unless such actions constitute gross negligence or willful misconduct by the Shareholders' Representative. The number of Acquiror Shares each Shareholder shall

be entitled to receive at the Effective Time and the number of Escrow Shares attributable to such Shareholder shall be as set forth on Schedule 1.06(a) to this Agreement.

(b) As a result of their conversion pursuant to Section 1.06(a) of this Agreement, all shares of Company Stock shall cease to be outstanding and shall automatically be canceled and retired, and each certificate ("Certificate") previously evidencing Company Stock outstanding immediately prior to the Effective Time (other than any Company Stock described in Section 1.06(c) of this Agreement) ("Converted Shares") shall thereafter represent that number of Acquiror Shares determined pursuant to the Exchange Ratio, rounded up or down to the nearest whole share (the "Acquisition Consideration"). The holders of Certificates previously evidencing Converted Shares shall cease to have any rights with respect to such Converted Shares except the right to receive the Acquisition Consideration and as otherwise provided herein or by applicable federal, state, foreign or local law, statute, ordinance, rule or regulation (collectively, "Laws"). Such Certificates previously evidencing Converted Shares shall be exchanged for certificates evidencing whole shares of Acquiror Shares upon the surrender of such Certificates in accordance with the provisions of
Section 1.07 of this Agreement. No fractional shares of Acquiror Shares shall be issued.

(c) Notwithstanding any provision of this Agreement to the contrary, each share of Company Stock held in the treasury of the Company and each share of Company Stock or other capital stock of the Company owned by Acquiror or any direct or indirect wholly owned subsidiary of Acquiror or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

(d) In the event that on or after the date of this Agreement, Acquiror shall establish a record date prior to the Effective Date for all its shareholders entitled to receive any securities, rights or property of Acquiror (other than regular dividends), by reason of the issuance of rights or options to purchase its securities, stock dividends or distribution, or any stock split or reverse stock split, or if there shall occur any capital reorganization of Acquiror or reclassification of its capital stock or such other similar transaction which will not be adequately reflected in the number of Acquiror Shares which will constitute the Acquisition Consideration, such number of Acquiror Shares shall be fairly and proportionately adjusted to prevent dilution, and to fully and completely carry out the intent of the parties as contemplated by this Agreement.

(e) Each share of common stock, no par value per share, of Acquisition Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.001 per share, of the Surviving Corporation.

(f) Each option to purchase Company Stock outstanding immediately prior to the Effective Time (collectively, the "Company Options") (which include all outstanding options granted under the Company's 1997 Stock Option Plan (the "1997 Stock Option Plan") and any outstanding options granted to Patrick G. Keenan, Daniel S. Morris, Devon K. Dowell, and Vasudhaven Sudhakar pursuant to their individual Employee Stock Option Agreement ("Founders Options")), shall, without further action on the part of any holder thereof (herein, an "optionholder") except to the extent herein provided, be assumed by Acquiror and become an option to purchase that number of Acquiror Shares determined by multiplying the number of shares of Company Stock subject to such Company Option immediately prior to the Effective Time by the Exchange Ratio, at an exercise price per Acquiror Share equal to the exercise price per share of such Company Option divided by the Exchange Ratio. If the foregoing calculation results in an assumed Company Option being exercisable for a fraction of an Acquiror Share, then the number of Acquiror Shares subject to such option shall be rounded down to the nearest whole number of shares, and the total exercise price for the option will be reduced by the exercise price of the fractional share. The term, exercisability, vesting schedule, and all other terms and conditions of the Company Options shall otherwise be unchanged by the provisions of this Section 1.06(f) and such options shall operate in accordance with their terms. The 1997 Stock Option Plan, each outstanding Company Option granted thereunder, and the Founders Options shall be assumed as of the Effective Time by Acquiror with such amendments thereto as may be required to reflect such assumption by the Acquiror in accordance herewith as a result of the Merger.

1.07 PAYMENT FOR COMPANY STOCK; SURRENDER OF CERTIFICATES .

(a) Exchange Procedures. Promptly after the Effective Time, Acquiror shall deliver to each record holder of Company Stock at the Effective Time a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to Acquiror and shall be in such form and contain such other provisions as the Company and Acquiror shall agree) (the "Letter of Transmittal"). Upon surrender of a Certificate for cancellation to the Acquiror, together with such Letter of Transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Acquiror Shares that such holder has the right to receive pursuant to the provisions of this Article I, less the Escrow Shares attributable to such holder that will be issued and deposited with the Escrow Agent for the account of such holder, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, a certificate evidencing the proper number of Acquiror Shares may be issued to the transferee if the Certificate evidencing the Company Stock shall be surrendered to the

Acquiror, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered for exchange in accordance with the provisions of this
Section 1.07(a), each Certificate theretofore representing Converted Shares
(other than shares of Company Stock to be canceled pursuant to Section 1.06(c)
of this Agreement) shall from and after the Effective Time represent for all purposes only the right to receive the Acquisition Consideration as set forth in this Agreement. If any holder of Converted Shares shall be unable to surrender such holder's Certificates because such Certificates have been lost or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to Acquiror. No interest shall be paid on any Acquisition Consideration payable to former holders of Converted Shares.

(b) Distributions with Respect to Acquiror Shares. No dividends or other distributions declared or made after the Effective Time with respect to Acquiror Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Acquiror Shares evidenced thereby, and no Acquisition Consideration shall be paid to any such holder until the holder of such Certificate shall surrender such Certificate. Subject to applicable Laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates evidencing whole Acquiror Shares issued in exchange therefor, without interest, (i) promptly following the surrender of such Certificate, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole Acquiror Shares and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender payable with respect to such whole Acquiror Shares.

1.08 NO FRACTIONAL SHARES. Notwithstanding anything herein to the contrary, no certificates or scrip evidencing fractional Acquiror Shares shall be issued upon the surrender for exchange of Certificates and such fractional share interests will not entitle the owner thereof to vote or to any rights as a shareholder of Acquiror.

1.09 AGREEMENT TO VOTE SHARES. At any meeting of the Shareholders with respect to any of the following, and at any adjournment thereof, and with respect to any consent solicited with respect to any of the following, each Shareholder who is a party to this Agreement hereby agrees to vote such Shareholder's Company Stock (i) in favor of approval of the Merger and any matter which could reasonably be expected to facilitate the Merger and (ii) against approval of any proposal made in opposition to or in competition with the Merger, against any merger, consolidation, sale of assets, reorganization or recapitalization with any party, against any liquidation or winding up of the Company and against any other matter which would, or could reasonably be expected to, prohibit or discourage the Merger.

1.10 WITHHOLDING. Acquiror (or any affiliate thereof) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any former holder of Converted Shares such amounts as Acquiror (or any affiliate thereof) is required to deduct and withhold with respect to the making of such payment under the Code (as hereinafter defined), or any other provision of federal, state, local or foreign tax law. To the extent that amounts are so withheld by Acquiror, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of the Converted Shares in respect of which such deduction and withholding was made by Acquiror.

1.11 CLOSING. The Closing shall take place at the offices of Vinson & Elkins L.L.P., 1001 Fannin Street, 3600 First City Tower, Houston, Texas 77002-6760, at (a) 10:00 a.m., local time, effective as of July 1, 1999, or (b) if the conditions set forth in Article IX of this Agreement have not been satisfied or waived on or before July 1, 1999, at 10:00 a.m., local time, on the second business day following the date on which the conditions set forth in Article IX of this Agreement have been satisfied or waived or (c) at such other place, time and date as the parties hereto may agree. At the conclusion of the Closing, the parties hereto shall cause the Articles of Merger to be filed with the Secretary of State of the State of Colorado.

1.12 ACTIONS AT CLOSING. At the Closing, (a) the Company and the Shareholders shall deliver to the Acquiror Companies the various certificates, instruments and documents referred to in Section 9.01 of this Agreement, (b) the Acquiror Companies shall deliver to the Company and the Shareholders the various certificates, instruments and documents referred to in Section 9.02 of this Agreement, and (c) the parties shall file with the Secretary of State of the State of Colorado the Articles of Merger.

1.13 STOCK TRANSFER BOOKS. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company.

1.14 TAKING OF NECESSARY ACTION; FURTHER ACTION. Acquiror and the Company shall take all such reasonable and lawful action as may be necessary or appropriate in order to effectuate the Merger as promptly as possible on or after July 1, 1999. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company or Acquisition Sub, such corporations shall direct their respective officers and directors to take all such lawful and necessary action.

ARTICLE II

REPRESENTATIONS AND WARRANTIES
OF THE COMPANY AND THE SHAREHOLDERS

The Company and each of the Shareholders of the Company, jointly and severally, hereby represent and warrant to Acquiror, as of the date hereof and at the Closing Date, that:

2.01 ORGANIZATION AND QUALIFICATION; SUBSIDIARIES. The Company is a corporation whose ownership is represented solely by the Company Stock, and the Company is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or organization. Except as set forth in
Section 2.01 of the Company Disclosure Schedule (as hereinafter defined), each of the Company's subsidiaries (as such term is defined in Section 10.06 herein) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, and each of the Company and its subsidiaries has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification necessary, other than where the failure to be so duly qualified and in good standing could not reasonably be expected to have a Company Material Adverse Effect. The term "Company Material Adverse Effect" as used in this Agreement shall mean any change or effect that would be materially adverse to the financial condition, results of operations, business or prospects of the Company and its subsidiaries, taken as a whole, at the time of such change or effect. Section 2.01 of the Disclosure Schedule delivered by the Company to Acquiror concurrently with the execution of this Agreement (the "Company Disclosure Schedule") sets forth, as of the date of this Agreement and will as of the Closing Date be amended or supplemented as necessary, a true and complete list of all the Company's directly or indirectly owned subsidiaries, together with the jurisdiction of incorporation or organization of each subsidiary and the percentage of each subsidiary's outstanding capital stock or other equity interests owned by the Company or another subsidiary of the Company.

2.02 ORGANIZATIONAL DOCUMENTS. The Company has heretofore furnished to Acquiror complete and correct copies of the Articles of Incorporation and the Bylaws (or equivalent organizational documents), in each case as amended or restated to the date hereof, of the Company and each of its subsidiaries. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of its Articles of Incorporation or Bylaws (or equivalent organizational documents).

2.03 CAPITALIZATION.

(a) The authorized capital stock of the Company consists of 10,000,000 shares of Common Stock, par value $0.001 per share. As of the date of this Agreement, 1,239,790 shares of Common Stock are issued and outstanding. As of the date of this Agreement, there are no shares of Common Stock held by the Company in its treasury, and 284,560 shares of Common Stock are reserved for issuance under existing stock option plans or agreements, including the Company Options, of which options for 251,660 shares of Common Stock have been granted and are outstanding. Each of the issued shares of capital stock of, or other equity interests in, each of the Company and its subsidiaries is duly authorized, validly issued and, in the case of shares of capital stock, fully paid and nonassessable, and has not been issued in violation of (nor are any of the authorized shares of capital stock of, or other equity interests in, the Company or any of its subsidiaries subject to) any preemptive or similar rights created by statute, the Articles of Incorporation or Bylaws (or the equivalent organizational documents) of the Company or any of its subsidiaries, or except as set forth in Section 2.03(a) of the Company Disclosure Schedule, any agreement to which the Company or any of its subsidiaries is a party or is bound, and, except as set forth in Section 2.03(a) of the Company Disclosure Schedule, all such issued shares or other equity interests owned by the Company or a subsidiary of the Company are owned free and clear of all security interests, liens, claims, pledges, agreements, limitations on the Company's or such subsidiaries' voting rights, charges or other encumbrances of any nature whatsoever.

(b) No bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into or exchangeable or exercisable for securities having the right to vote) on any matters on which shareholders may vote ("Company Voting Debt") are issued or outstanding.

(c) Except as set forth in Section 2.03(c) of the Company Disclosure Schedule, there are no options, warrants or other rights (including registration rights), agreements, arrangements or commitments of any character to which the Company or any of its subsidiaries is a party relating to the issued or unissued capital stock or other equity interests of the Company or any of its subsidiaries or obligating the Company or any of its subsidiaries to grant, issue or sell any shares of capital stock, Company Voting Debt or other equity interests of the Company or any of its subsidiaries. Except as set forth in Section 2.03(c) of the Company Disclosure Schedule, there are no obligations, contingent or otherwise, of the Company or any of its subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock or other securities of the Company or the capital stock or other equity interests of any subsidiary of the Company or (ii) (other than advances to wholly owned subsidiaries in the ordinary course of business) to provide funds to, or to make any investment in (in the form of a loan, capital

contribution or otherwise), or to provide any guarantee with respect to the obligations of, any subsidiary of the Company or any other person, including any of the Shareholders. Except (i) as set forth in Section 2.03(c) of the Company Disclosure Schedule or (ii) for subsidiaries of the Company set forth in Section 2.01 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries (x) directly or indirectly owns, (y) has agreed to purchase or otherwise acquire or (z) holds any interest convertible into or exchangeable or exercisable for, any capital stock or other equity interest of any corporation, partnership, joint venture or other business association or entity. Except as set forth in Section 2.03(c) of the Company Disclosure Schedule or for any agreements, arrangements or commitments between the Company and its wholly owned subsidiaries or between such wholly owned subsidiaries, there are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on, or calculated in accordance with, the revenues or earnings of the Company or any of its subsidiaries. Except as set forth in Section 2.03(c) of the Company Disclosure Schedule, there are no voting trusts, proxies or other agreements or understandings to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound with respect to the voting of any shares of capital stock or other equity interests of the Company or any of its subsidiaries.

2.04 AUTHORITY. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by each of the Acquiror Companies, constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

2.05 NO CONFLICT; REQUIRED FILINGS AND CONSENTS .

(a) Assuming that all consents, licenses, permits, waivers, approvals, authorizations, orders, filings and notifications contemplated by the exceptions to Section 2.05(b) are obtained or made and except as disclosed in
Section 2.05(a) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of its obligations hereunder, including consummation of the transactions contemplated hereby, will not (i) conflict with or violate the Articles of Incorporation or Bylaws, or the equivalent organizational documents, in each case as amended or restated, of the Company or any of its subsidiaries, (ii) conflict with or violate any federal, state, foreign or local law, statute, ordinance, rule or regulation (collectively, "Laws") in effect as of

the date of this Agreement, or any judgment, order or decree applicable to the Company or any of its subsidiaries or by or to which any of their respective properties is bound or subject or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a lien or encumbrance on any of the properties or assets of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by or to which the Company or any of its subsidiaries or any of their respective properties is bound or subject.

(b) The execution and delivery of this Agreement by the Company does not, and the performance by the Company of its obligations hereunder, including consummation of the transactions contemplated hereby, will not, require the Company to obtain any consent, license, permit, waiver, approval, authorization or order of, or to make any filing with or notification to, any governmental or regulatory authority, federal, state, local or foreign (collectively, "Governmental Entity"), except (i) the filing of Articles of Merger with the Secretary of State of the State of Colorado, (ii) where the failure to obtain such consents, licenses, permits, waivers, approvals, authorizations or orders, or to make such filings or notifications could not reasonably be expected to cause a Company Material Adverse Effect or to prevent the Company from performing its obligations under this Agreement and (iii) as disclosed in Section 2.05(b) of the Company Disclosure Schedule.

2.06 PERMITS; COMPLIANCE. Except as disclosed in Section 2.06 of the Company Disclosure Schedule, each of the Company and its subsidiaries is in possession of all (i) franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, identification and registration numbers, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the "Company Permits"). Section 2.06 of the Company Disclosure Schedule sets forth a list of each of the Company Permits and the jurisdiction issuing the same, all of which are in good standing and not subject to meritorious challenge. Section 2.06 of the Company Disclosure Schedule also sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company or the Shareholders, threatened against the Company or any of its subsidiaries that could reasonably be expected to result in the loss, suspension or revocation of a Company Permit. Except as set forth in Section 2.06 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is in conflict with, in default under or in violation of , and none of them has received, since December 31, 1998, from any Governmental Entity any written notice with respect to any conflict with, default under or violation of, (i) any Law applicable to the Company or any of its subsidiaries or by or to which any of their respective properties is bound or subject, (ii) any judgment, order or decree

applicable to the Company or any of its subsidiaries or by or to which any of their respective properties is bound or subject, or (iii) any of the Company Permits.

2.07 FINANCIAL STATEMENTS. The Company has provided Acquiror with true, correct and complete copies of its audited consolidated balance sheet, income statement and statement of cash flows for the fiscal years ended December 31, 1996, 1997, and 1998 and an unaudited consolidated balance sheet, income statement and statement of cash flows for the three (3) months ended March 31, 1999 (collectively, the "Company Financial Statements"). Each of the Company Financial Statements (including, in each case, any related notes thereto) (a) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved in compliance with SEC reporting requirements (except (i) to the extent disclosed therein or required by changes in GAAP, and
(ii) as may be indicated in the notes thereto), and (b) fairly present the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the periods indicated (subject, in the case of unaudited consolidated financial statements for interim periods, to adjustments, consisting only of normal, recurring accruals, necessary to present fairly such results of operations and cash flows, and except for the absence of notes to the financial statements).

2.08 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as contemplated by this Agreement or as set forth in Section 2.08 of the Company Disclosure Schedule, since December 31, 1998, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course and in a manner consistent with past practice and there has not been: (i) any damage, destruction or loss with respect to any assets of the Company or any of its subsidiaries that, whether or not covered by insurance, would constitute a Company Material Adverse Effect; (ii) any change by the Company or its subsidiaries in their significant accounting policies; (iii) except for dividends by a wholly owned subsidiary of the Company to the Company or to another wholly owned subsidiary of the Company, any declaration, setting aside or payment of any dividends or distributions in respect of shares of Company Stock or the shares of stock of, or other equity interests in, any subsidiary of the Company or any redemption, purchase or other acquisition of any of the Company's securities or any of the securities of any subsidiary of the Company;
(iv) any material increase in the benefits under, or the establishment or amendment of, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, performance awards (including, without limitation, the granting of stock appreciation rights or restricted stock awards), stock purchase or other employee benefit plan, or any increase in the compensation payable or to become payable to any of the directors or officers of the Company or the employees of the Company and its subsidiaries as a group; or (v) any other Company Material Adverse Effect.

2.09 LITIGATION. Except as disclosed in Section 2.09 of the Company Disclosure Schedule, there is no claim, action, suit, litigation, proceeding, arbitration or investigation of any kind, at law or in equity (including actions or proceedings seeking injunctive relief), pending or, to the knowledge of the Company or any of the Shareholders, threatened against the Company or any of its subsidiaries or any properties or rights of the Company or any of its subsidiaries, and neither the Company nor any of its subsidiaries is subject to any executory judgment, order, writ, injunction, decree or award of any Governmental Entity, including without limitation any cease and desist order and any consent decree, settlement agreement or other similar agreement with any Governmental Entity.

2.10 EMPLOYEE BENEFIT PLANS; LABOR MATTERS.

(a) Each Benefit Plan (as hereinafter defined) is listed in
Section 2.10(a) of the Company's Disclosure Schedule. The Company has delivered or made available to Acquiror a true and correct copy of (i) the most recent annual report (Form 5500) filed with the Internal Revenue Service (the "IRS") for each Benefit Plan for which a Form 5500 is required to be filed, (ii) such Benefit Plan and all amendments thereto, (iii) each trust agreement, if any, relating to such Benefit Plan, (iv) the most recent summary plan description for each Benefit Plan for which a summary plan description is required, and (v) the most recent determination letter, if any, issued by the IRS with respect to any Benefit Plan qualified under section 401 of the Code. "Benefit Plans" shall mean any employee pension benefit plan (whether or not insured), as defined in
Section 3(2) of Employee Retirement and Income Security Act of 1974, as amended ("ERISA"), any employee welfare benefit plan (whether or not insured) as defined in Section 3(1) of ERISA, any plans that would be employee pension benefit plans or employee welfare benefit plans if they were subject to ERISA, such as foreign plans and plans for directors, any stock bonus, stock ownership, stock option, stock purchase, stock appreciation rights, phantom stock, or other stock plan or agreement (whether qualified or nonqualified), and any bonus, supplemental income, deferred compensation or incentive compensation plan or agreement sponsored, maintained, or contributed to by the Company or any of its subsidiaries for the benefit of any of the present or former directors, officers, employees, agents, consultants, or other similar representatives providing services to or for the Company or any of its subsidiaries in connection with such services or any such plans which have been so sponsored, maintained, or contributed to within six years prior to the date of this Agreement; provided, however, that such term shall not include (x) routine employment policies and procedures developed and applied in the ordinary course of business and consistent with past practice, including wage, vacation, holiday, and sick or other leave policies, (y) workers compensation insurance, and (z) directors and officers liability insurance.

(b) With respect to each Benefit Plan, no event has occurred and there exists no condition or set of circumstances in connection with which the Company or any of its

subsidiaries could be subject to any liability under the terms of such Benefit Plan, ERISA, the Code, or any other applicable Law.

(c) Each Benefit Plan intended to be qualified under section 401 of the Code (i) satisfies in form the requirements of such section except to the extent amendments are not required by Law to be made until a date after the Closing Date, (ii) has received a favorable determination letter from the IRS regarding such qualified status, (iii) has not, since receipt of the most recent favorable determination letter, been amended, except for amendments for which the period for requesting a favorable determination letter has not expired, and
(iv) has not been operated in a way that would adversely affect its qualified status.

(d) There has been no termination or partial termination of any Benefit Plan within the meaning of section 411(d)(3) of the Code.

(e) There are no actions, suits, or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any Benefit Plan or its assets.

(f) There is no matter pending (other than routine qualification determination filings) with respect to any Benefit Plan before the IRS, the United States Department of Labor or other governmental authority.

(g) All contributions required to be made to Benefit Plans pursuant to their terms and the provisions of ERISA, the Code, or any other applicable Law have been timely made, are current to the date of this Agreement and will be current as of the Closing.

(h) There are no collective bargaining or other labor union contracts to which the Company or its subsidiaries is a party applicable to persons employed by the Company or its subsidiaries and no collective bargaining agreement is being negotiated by the Company or any of its subsidiaries. There is no pending or, to the knowledge of the Company or the Shareholders, threatened labor dispute, strike or work stoppage against the Company or any of its subsidiaries. None of the Company, any of its subsidiaries or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of the Company or its subsidiaries that could reasonably be expected to have a Company Material Adverse Effect, and there is no pending or, to the knowledge of the Company or any of the Shareholders, threatened charge or complaint against the Company or any of its subsidiaries by the National Labor Relations Board or any comparable state agency or any other governmental agency.

(i) Section 2.10(i) of the Company Disclosure Schedule contains true and correct (i) copies of all employment agreements to which the Company or any of its subsidiaries is a party; (ii) listings of all officers of the Company who have executed a non-competition agreement with the Company or any of its subsidiaries; (iii) copies of all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its, or any of its subsidiaries, employees; and (iv) summary descriptions of all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its, or any of its subsidiaries, employees. Except as set forth in Section 2.10(i) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries will owe a severance payment or similar obligation to any of their respective employees, officers or directors as a result of the Merger or the other transactions contemplated by this Agreement, and none of such persons will be entitled to severance payments or other benefits as a result of the Merger or the other transactions contemplated by this Agreement in the event of the subsequent termination of their employment.

(j) No Benefit Plan provides retiree medical or retiree life insurance benefits, and neither the Company nor any of its subsidiaries is contractually or otherwise obligated (whether or not in writing) to provide life insurance or medical benefits upon retirement or termination of employment of employees, other than as required by the provisions of Sections 601 through 608 of ERISA and section 4980B of the Code.

(k) Neither the Company nor any corporation, trade, business or entity under common control with the Company, within the meaning of section
414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA ("Commonly Controlled Entity"), contributes to or has an obligation to contribute to, and has not within six years prior to the date of this Agreement contributed to or had an obligation to contribute to, (i) a plan subject to Section 412 of the Code or Section 302 of ERISA, (ii) a multi-employer plan within the meaning of
Section 3(37) of ERISA or (iii) a plan subject to Title IV of ERISA.

(l) Except as disclosed in Section 2.10(l) of the Company Disclosure Schedule, neither the Company nor any Commonly Controlled Entity has maintained a Benefit Plan which provides for the purchase of common stock of the Company.

(m) The Company has not taken any of the following or other similar actions since March 31, 1997; the acceleration of vesting, waiving of performance criteria or the adjustment of awards or any other actions permitted upon a change in control of the Company with respect to any of the Benefit Plans or any of the plans, programs, agreements, policies or other arrangements described in Section 2.10(i) of this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (i) require the Company to make a larger contribution to, or pay greater benefits or provide other

rights under, any Benefit Plan or any plan, program, agreement, policy or other arrangement described in Section 2.10(i) of this Agreement than it otherwise would, whether or not some other subsequent action or event would be required to cause such payment or provision to be triggered, or (ii) create or give rise to any additional vested rights or service credits under any Benefit Plan or any plan, program, agreement, policy or other arrangement described in Section 2.10(i) of this Agreement.

(n) In connection with the consummation of the transactions contemplated by this Agreement, no payments of money or other property, acceleration of benefits, or provision of other rights have been or will be made hereunder, under any agreement contemplated herein, or under any Benefit Plans or any of the programs, agreements, policies, or other arrangements described in
Section 2.10(i) of the Company Disclosure Schedule that would be reasonably likely to be nondeductible under section 280G of the Code, whether or not some other subsequent action or event would be required to cause such payment, acceleration, or provision to be triggered.

2.11 TAXES. Except as set forth in Section 2.11 of the Company Disclosure Schedule,

(a) (i) All returns and reports of or with respect to any Tax which is required to be filed with respect to the Company or any its subsidiaries on or prior to the date hereof ("Tax Return") have been duly and timely filed, (ii) all items of income, gain, loss, deduction and credit or other items required to be included in each such Tax Return have been so included and all information provided in each such Tax Return is true, correct and complete in all respects (including, without limitation, documentation relating to any reportable item of income, deduction, gain, loss or credit maintained by the Company), (iii) all Taxes required to be paid with respect to the period covered by each such Tax Return have been timely paid in full, (iv) all withholding Tax requirements imposed on or with respect to the Company or any of its subsidiaries have been satisfied in all respects, and (v) no penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax.

(b) There is no claim against the Company or any of its subsidiaries for any amount of Taxes, and no assessment, deficiency or adjustment has been asserted or proposed with respect to any Tax Return of or with respect to the Company or any of its subsidiaries other than those disclosed (and to which are attached true and complete copies of all audit or similar reports) in Section 2.11 of the Company Disclosure Schedule.

(c) The total amounts set up as liabilities for current and deferred Taxes in the Company Financial Statements are sufficient to cover the payment of all Taxes, whether or not

assessed or disputed, which are, or are hereafter found to be, or to have been, due by or with respect to the Company and any of its subsidiaries up to and through the periods covered thereby.

(d) Except for statutory liens for current Taxes not yet due, no liens for Taxes exist upon any of the assets of the Company or any of its subsidiaries.

(e) None of the transactions contemplated by this Agreement will result in any Tax liability or the recognition of any item of income or gain to the Company or any of its subsidiaries.

(f) Neither the Company nor any of its subsidiaries has made an election under section 341(f) of the Code.

2.12 POOLING; TAX MATTERS . None of the Company, its affiliates or the Shareholders has taken or agreed to take any action that would prevent (a) the Merger from being treated for financial accounting purposes as a "pooling of interests" in accordance with GAAP and the rules, regulations and interpretations (the "Regulations") of the Securities and Exchange Commission (the "Commission") or (b) the Merger from constituting a reorganization within the meaning of section 368(a) of the Code. Without limiting the generality of the foregoing:

(a) Prior to and in connection with the Merger, (i) none of the Company Common Stock has been or will be redeemed, (ii) no extraordinary distribution has been or will be made with respect to Company Common Stock, and (iii) none of the Company Common Stock has been or will be acquired by any person related (as defined in Treas. Reg. Section 1.368-1(e)(3) without regard to Section 1.368-1(e)(3)(i)(A)) to the Company.

(b) The Company and the Shareholders of the Company will each pay their respective expenses, if any, incurred in connection with the Merger.

(c) There is no intercompany indebtedness existing between the Company and the Acquiror or between the Company and Acquisition Sub that was issued, acquired, or will be settled at a discount.

(d) The Company is not an investment company as defined in section 368(a)(2)(F)(iii) and (iv) of the Code.

(e) The Company is not under the jurisdiction of a court in a title 11 or similar case within the meaning of section 368(a)(3)(A) of the Code.

2.13 AFFILIATES. Section 2.13 of the Company Disclosure Schedule identifies all persons who, to the knowledge of the Company, may be deemed to be affiliates of the Company within the meaning of that term as used in Rule 145 promulgated pursuant to the Securities Act of 1933, as amended (the "Securities Act"), including, without limitation, all directors and executive officers of the Company.

2.14 CERTAIN BUSINESS PRACTICES. None of the Company, any of its subsidiaries or any directors, officers, agents or employees of the Company or any of its subsidiaries (in their capacities as such) has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful purposes, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, (iii) consummated any transaction, made any payment, entered into any agreement or arrangement or taken any other action in violation of Section 1128B(b) of the Social Security Act, as amended, or (iv) made any other unlawful payment.

2.15 ENVIRONMENTAL. Except as set forth in Section 2.15 of the Company Disclosure Schedule, the Company and each of its subsidiaries is in compliance with all laws, rules, regulations, orders, judgments, decrees and other legal requirements, foreign and domestic, relating to the prevention of pollution and the protection of the environment, including, without limitation, all such legal requirements pertaining to human health and safety (collectively, "Environmental Laws"). Except as set forth in Section 2.15 of the Company Disclosure Schedule, there is no physical condition existing on any property ever owned or operated (as defined under 42 U.S.C. Section 9601(20) by the Company or any of its subsidiaries nor are there any physical conditions existing on any other property that may have been impacted by the operations of the Company or any of its subsidiaries that could give rise to any remedial obligation under any Environmental Laws or that could result in any liability to any third party claiming damage to person or property as a result or consequence of such physical conditions. Except as set forth in Section 2.15 of the Company Disclosure Schedule, none of the Company or any of its subsidiaries (i) has caused or permitted its businesses, properties or assets to be used to generate, manufacture, refine, transport, treat, store, handle, dispose of, transfer, produce, or process any Hazardous Substance (as defined below) except in compliance with all Environmental Laws, and (ii) has caused or permitted the Release (as defined below) of any Hazardous Substance on or off the site of any property of the Company or any of its subsidiaries that could give rise to any liability. Except as set forth in Section 2.15 of the Company Disclosure Schedule, there are no underground storage tanks on, under, or about any property of the Company or any of its subsidiaries, and to the knowledge of the Company and the Shareholders, no underground storage tanks were previously located on such properties. The Company has not received any written or oral notice or other communications from any Governmental Entity or other third party relating to (i) Hazardous Substances or remediation

thereof, (ii) alleged liability of or enforcement against any person or entity pursuant to any Environmental Law, or (iii) any actual or planned administrative or judicial proceedings in connection with any of the foregoing. The term "Hazardous Substance" shall mean, without limitation, any hazardous waste, as defined by 42 U.S.C. 6903(5), any hazardous substance, as defined by 42 U.S.C. 9601(14), any pollutant or contaminant, as defined by 42 U.S.C. 9601(33), asbestos or asbestos-containing materials, polychlorinated biphenyls, radon, crude oil or derivatives thereof, petroleum products, and all other toxic substances, hazardous materials or chemical substances regulated by any Environmental Law. The term "Release" shall have the meaning set forth in 42 U.S.C. 9601(22).

2.16 UNDISCLOSED LIABILITIES.

(a) Section 2.16(a) of the Company Disclosure Schedule lists any and all liabilities or obligations and the amounts thereof of the Company or any of its subsidiaries, of any nature whatsoever. Except as set forth in
Section 2.16(a) of the Company Disclosure Schedule, none of the Company or any of its subsidiaries has any liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, and whether due or to become due. Neither the Company nor any of the Shareholders knows of any basis for the assertion against the Company or any of its subsidiaries of any liability or obligation not excepted by Section 2.16(a) of the Company Disclosure Schedule.

(b) Except as set forth on Section 2.16(b) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries owes, is indebted to or has any liability or obligation of any nature, whether absolute, accrued, contingent or otherwise, and whether due or to become due, to any of the Shareholders, except for the rights of a shareholder set forth in the Company's Articles of Incorporation or by law. Neither the Company nor any of the Shareholders knows of any basis for the assertion against the Company or any of its subsidiaries of any liability or obligation to any Shareholder.

2.17 CERTAIN AGREEMENTS. Except as set forth in Section 2.17 of the Company Disclosure Schedule, none of the Company or any of its subsidiaries is a party to, or bound by, any contract, agreement or organizational document which purports to restrict, by virtue of a noncompetition, territorial exclusivity or other provision covering such subject matter, the scope of the business or operations of any of the Company or any of its subsidiaries geographically or otherwise.

2.18 CONTRACTS AND COMMITMENTS. Section 2.18 of the Company Disclosure Schedule sets forth (i) a list of each contract or commitment to which the Company or any of its subsidiaries is a party or by which its or their property is bound that involves consideration or other expenditure in excess of $10,000 or performance over a period of more than twelve (12)

months or that is otherwise material to the business or operations of the Company and its subsidiaries, taken as a whole ("Material Contracts"); (ii) a list of all real or personal property leases to which any of the Company or any of its subsidiaries is a party ("Leases"); (iii) a list of guarantees or agreements to indemnify or be contingently liable for the payment or performance by any person or business entity to which any of the Company or any of its subsidiaries is a party other than Guarantees and agreements for indemnity entered into in the ordinary course of business ("Guarantees"); and (iv) a list of contracts or other formal or informal understandings between the Company or any of its subsidiaries and any of its officers, directors, employees, consultants, agents or shareholders (or any of such shareholders' family members or affiliates) ("Affiliate Agreements"). True and complete copies of each Material Contract, Leases, Guarantee and Affiliate Agreement has been furnished to Acquiror prior to the date hereof. Except as specifically disclosed in
Section 2.18 of the Company Disclosure Schedule, each of the Material Contracts, Leases, Guarantees and Affiliate Agreements constitutes the valid and legally binding obligation of the parties thereto and is in full force and effect without default on the part of the Company or any other party thereto.

2.19 AFFILIATE INTERESTS. None of the Shareholders nor any employee, consultant, officer or director, or former shareholder, employee, consultant, officer or director, of the Company or any of its subsidiaries has any interest, direct or indirect, in any property, tangible, or intangible, including, without limitation, patents, trade secrets, other confidential business information, trademarks, service marks or trade names used in or pertaining to the business of the Company or any of its subsidiaries, except for the normal rights of a shareholder and as set forth in Section 2.19 of the Company Disclosure Schedule.

2.20 INTELLECTUAL PROPERTY. (a) Set forth on Schedule 2.20 is a correct and complete description of all Intellectual Property Rights owned by or registered in the name of the Company or any of its subsidiaries or to which the Company or its subsidiaries has any rights. The Company or its subsidiaries owns all rights, title and interest in and to such Intellectual Property Rights, free and clear of any liens, encumbrances or any claims of any other party, including, without limitation, any licensing, honoraria, use, royalty or similar fees. Furthermore, the Company or its subsidiaries owns all Intellectual Property Rights necessary or desirable for the conduct of its business and the Intellectual Property Rights owned by the Company or its subsidiaries cover the products and services offered by it in the conduct of its business. None of the Intellectual Property Rights of the Company are invalid or unenforceable as against third parties. No product or service offered or used by and no Intellectual Property Right owned or used by the Company or its subsidiaries infringes or has infringed any rights of any other person arising under the intellectual property rights of any country. No person or entity has asserted any such claim of infringement and neither the Company nor any of its subsidiaries has received any written or oral notice of any claim of such infringement or has a basis to believe that any such infringement exists or has existed in the past. Neither the

Company nor any of its subsidiaries is subject to any limitation on its use of any such product, service or Intellectual Property Rights by way of any order, decree of court, judgment or otherwise.

(b) The execution, delivery and performance of this Agreement by the Company, and the consummation of the transactions contemplated hereby, will not breach, violate, or conflict with any instrument or agreement governing any Intellectual Property Rights that relate directly or indirectly to the Company's or any of its subsidiaries' business, will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any Intellectual Property Rights used in or necessary for conduct of the business, or in any way impair the right of Acquiror Companies to use, sell, license or dispose of, or to bring any action for the infringement of, any Intellectual Property Rights that relate directly or indirectly to the business or any portion thereof. At Closing, Acquiror Companies will acquire or succeed to all rights of the Company or any of its subsidiaries in any Intellectual Property Rights currently used by or anticipated to be used by it in the conduct of its business and Acquiror Companies will be able to exercise the Intellectual Property Rights attendant to such products and services currently or anticipated to be offered by the Company or any of its subsidiaries in the conduct of its business to the same extent as prior to Closing. Furthermore, the Company and its subsidiaries, if any, have no knowledge of any infringement by any other person or any Intellectual Property Rights currently used by or anticipated to be used by it in the conduct of its business. The Intellectual Property Rights listed on Schedule 2.20 or used in or necessary to the conduct of the business are not the subject of any pending litigation, arbitration, interference or other proceeding. The Company and its subsidiaries, if any, have taken all precautions that are necessary or appropriate to obtain, maintain, safeguard, and protect its Intellectual Property Rights, including, where applicable, maintaining the confidentiality of their trade secrets and confidential information, registering and maintaining their trademarks and service marks, filing and maintaining United States and foreign letters patent, and registering copyrights and providing required copyright and other notices of Intellectual Property Rights, and none of the registrations or patents were obtained through inequitable conduct or fraud on the issuing agency. Except as set forth on Schedule 2.20, all working requirements and all fees, annuities, royalties, and other payment which are due on or before the Closing in connection with any Intellectual Property Rights listed in Schedule 2.20 or used in or necessary to the conduct of the business have been met or paid.

2.21 BP AMOCO AGREEMENT.

(a) The Company has received the written consent from BP Amoco ("BP Amoco") to the assignment (or change of control of the Company) of a license agreement entitled "License Agreement Between Amoco Corporation and Coherence Technology Company for Seismic Coherency Software" (the "BP Amoco License") to the Acquiror Companies under certain terms and conditions. The terms of such consent or assignment must be mutually agreeable to BP Amoco and to Acquiror Companies, in their sole discretion.

(b) Any costs, damages, liabilities, obligations or amounts due (including attorney fees) in excess of $455,892.39 as of April 30, 1999 necessary to cure any defaults under the BP Amoco License and to obtain the assignment or consent as set forth in (a) above shall be a claim against the Escrow Shares, and such claim shall not be subject to the $75,000 threshold set forth in Section 8.06.

2.22 BROKERS. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of the Shareholders.

2.23 INSURANCE. Section 2.23 of the Company Disclosure Schedule sets forth a list of all policies of insurance currently in effect relating to the business or operations of the Company and its subsidiaries (true and complete copies of which have been furnished to Acquiror). Such insurance policies are in full force and effect. The Company and each of its subsidiaries are presently insured, and since its inception have been insured, against such risks as companies engaged in the same or substantially similar business would, in accordance with good business practice, customarily be insured. Except as set forth in Section 2.23 of the Company Disclosure Schedule, the policies of general liability, malpractice or professional liability, fire, theft and other insurance maintained with respect to the operations, assets or businesses of the Company and its subsidiaries provide adequate coverage against loss. The Company or its subsidiaries have given in a timely manner to their insurers all notices required to be given under such insurance policies with respect to all claims and actions covered by insurance, and no insurer has denied coverage of any such claims or actions or reserved it rights in respect of or rejected any of such claims. None of the Company or any of its subsidiaries has received any notice or other communication from any such insurer canceling or materially amending any of such insurance policies, and no such cancellation is pending or threatened. The execution of this Agreement and the consummation of the transactions contemplated hereby will not cause such insurance policies to lapse, terminate or be canceled and will not result in any party thereto having the right to terminate or cancel such insurance policies.

2.24 PROPERTIES. Except as set forth in Section 2.24 of the Company Disclosure Schedule, the Company and its subsidiaries have good and marketable title, free and clear of all

liens to all their properties and assets whether tangible or intangible, real, personal or mixed, reflected in the Company Financial Statements as being owned by the Company and its subsidiaries, as of the date thereof, other than (i) any properties or assets that have been sold or otherwise disposed of in the ordinary course of business since the date of such Company Financial Statements,
(ii) liens disclosed in the notes to such financial statements and (iii) statutory liens for current Taxes not yet due. All buildings, and all fixtures, equipment and other property and assets held under leases or subleases by the Company or any of its subsidiaries, are held under valid instruments enforceable in accordance with their respective terms, subject to applicable Laws of bankruptcy, insolvency or similar Laws relating to creditors' rights generally and to general principles of equity (whether applied in a proceeding in law or equity). All of the Company's and its subsidiaries' equipment in regular use has been reasonably maintained and is in serviceable condition, reasonable wear and tear excepted.

2.25 GOOD TITLE. Each of the Shareholders is the sole record and beneficial owner of, and has good and valid title to, the number of shares of Company Stock set forth opposite such Shareholder's name on Schedule 1.06(a) to this Agreement, free and clear of all liens, claims, encumbrances, options, voting trusts or agreements, proxies or other claims or charges of any nature whatsoever (other than resulting from this Agreement).

2.26 CERTAIN SECURITIES LAW MATTERS.

(a) Each of the Shareholders receiving Acquiror Shares, either alone or with his purchaser representative as defined in Rule 501(h) under the Securities Act, if any, has substantial experience in evaluating and investing in private placement transactions so that such Shareholder is capable of evaluating the merits and risks of its investment in the Acquiror Shares. Each of the Shareholders receiving Acquiror Shares, by reason of such Shareholder's business or financial experience, either alone or with his purchaser representative as defined in Section 501(h) under the Securities Act, if any, has the capacity to protect such Shareholder's own interests in connection with the acquisition of the Acquiror Shares hereunder. Each of the Shareholders receiving Acquiror Shares who has designated himself, herself or itself, as the case may be, as an "accredited investor" on the signature page hereto is an "accredited investor" as defined in Rule 501 of Regulation D promulgated pursuant to the Securities Act. Acquiror has provided each of the Shareholders or his purchaser representative, if any, with copies of the Acquiror SEC Reports (as such term is defined in Section 3.05, as well as certain financial and other information on the Acquiror). Each of the Shareholders receiving Acquiror Shares or his purchaser representative, if any, is familiar with the business and financial condition, properties, operations and prospects of Acquiror and has had an opportunity to discuss Acquiror's business and financial condition, properties, operations and prospects with Acquiror's management. Each of the Shareholders receiving Acquiror Shares or his purchaser representative, if any, has also had an opportunity to ask questions of officers of Acquiror, which questions were answered to

such Shareholder's satisfaction. Each of the Shareholders receiving Acquiror Shares understands that such discussion was intended to describe certain aspects of Acquiror's business and financial condition, properties, operations and prospects, but were not a thorough or exhaustive description.

(b) Each of the Shareholders receiving Acquiror Shares understands that the Acquiror Shares may be "restricted securities" under the applicable federal securities laws and that the Securities Act and the rules of the Commission provide in substance that such Shareholder may dispose of the Acquiror Shares only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and each Shareholder receiving Acquiror Shares further understands that, and in this section below, Acquiror has no obligation or intention to register the Acquiror Shares, or to take action so as to permit sales pursuant to the Securities Act (including Rule 144) thereunder which permits limited resales of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the issue, the resale occurring not less than one (1) year after a party has purchased and paid for the security to be sold, the sale being effected through a "broker's transaction" or in transactions with a "market maker" and the number of shares being sold not exceeding specified limitations. Accordingly, such Shareholder understands that under the Commission's rules, such Shareholder may dispose of the Acquiror Shares in transactions which are exempt from registration under the Securities Act. As a consequence of all of the foregoing, each Shareholder who is receiving Acquiror Shares understands that such Shareholder must bear the economic risk of the investment in the Acquiror Shares for an indefinite period of time. Notwithstanding the foregoing, Acquiror agrees that the legends set forth on the certificates representing the Acquiror Shares shall be removed by delivery of substitute certificates without such legend, if such legend is not required for purposes of the Securities Act or this Agreement. It is agreed that such restrictive legends and related stop orders will be removed if (i) Acquiror has received either a written opinion of counsel, which such counsel and opinion shall be reasonably satisfactory to Acquiror, or a "no action" letter obtained from the Commission, to the effect that the Acquiror Shares subject thereto may be transferred free of the restrictions imposed by Rules 144 or 145, or (ii) in the event of a sale of the Acquiror Shares which has been registered under the Securities Act or made in conformity with the provisions of Rules 144 or 145.

(c) Each of the Shareholders who is receiving Acquiror Shares acknowledges and agrees that such Shareholder is not relying upon Acquiror or the Company or their respective officers, directors, employees or agents as to the merits of their investment decisions or any investigation of the Acquiror, including, without limitation, as to the United States federal income tax or any other tax consequences to such Shareholder of the transactions contemplated by this Agreement. As to all such tax consequences, such Shareholder hereby agrees and

represents that such Shareholder has consulted with such Shareholder's own legal and tax advisors to the extent that such Shareholder has deemed such consultation necessary or appropriate, that such Shareholder is making such Shareholder's own determination as to what the tax consequences of the transactions contemplated hereby will be to such Shareholder and that neither Acquiror nor the Company is making any representation, express or implied, as to any such tax consequences.

2.27 AUTHORIZATION AND VALIDITY OF AGREEMENT . Each of the Shareholders has the full power, legal right, capacity and authority to enter into, execute and deliver this Agreement and to carry out and perform the transactions contemplated hereby. This Agreement constitutes a valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF ACQUIROR

Acquiror hereby represents and warrants to the Company and the Shareholders that:

3.01 ORGANIZATION AND QUALIFICATION. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of the Netherlands, and Acquisition Sub is a corporation duly organized, validly existing and in good standing under the Laws of the State of Colorado. Each of the Acquiror Companies has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification necessary, other than where the failure to be so duly qualified and in good standing could not reasonably be expected to have an Acquiror Material Adverse Effect. The term "Acquiror Material Adverse Effect" as used in this Agreement shall mean any change or effect that would be materially adverse to the financial condition, results of operations, business or prospects of Acquiror and its subsidiaries, taken as a whole, at the time of such change or effect.

3.02 CAPITALIZATION.

(a) The authorized capital stock of Acquiror consists of (i) 100,000,000 Acquiror Shares, of which, as of June 1, 1999 (A) 29,414,784 are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of any preemptive or similar rights created by statute, Acquiror's Articles of

Association or Bylaws (or the equivalent organizational documents) as amended or restated (collectively, the "Acquiror Organizational Documents") or any agreement to which Acquiror is a party or is bound; (B) no shares are held in the treasury of Acquiror and (C) 1,785,000 shares are reserved for future issuance pursuant to stock option plans of Acquiror and (ii) 3,000,000 Preference Shares, par value NLG 0.03, none of which were issued or outstanding. The authorized capital stock of Acquisition Sub consists of 1,000 shares of common stock, no par value per share, of which, as of the date hereof, 100 shares are issued and outstanding. All of the issued and outstanding capital stock of Acquisition Sub is owned by Acquiror.

(b) The Acquiror Shares to be issued pursuant to the Merger will be when issued duly authorized, validly issued, fully paid and nonassessable. None of the Acquiror Shares to be issued will, when issued, (i) have been issued in violation of (and shall not be subject to) any preemptive or similar rights created by statute, the Acquiror Organizational Documents or any agreement to which Acquiror is bound, including any options, warrants or other rights, agreement, arrangements or commitments of any character to which Acquiror is a party and (ii) be owned free and clear of all security interests, liens, claims, pledges, agreements, limitations on Acquiror's voting rights, charges or other encumbrances of any nature whatsoever.

3.03 AUTHORITY. Each of the Acquiror Companies has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Acquiror Companies and the performance by each of the Acquiror Companies of its obligations hereunder, including the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of either of the Acquiror Companies are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the Acquiror Companies and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes the legal, valid and binding obligation of each of the Acquiror Companies enforceable against the Acquiror Companies in accordance with its terms.

3.04 NO CONFLICT; REQUIRED FILINGS AND CONSENTS .

(a) Assuming that all consents, licenses, permits, waivers, approvals, authorizations, orders, filings and notifications contemplated by the exceptions to Section 3.04(b) are obtained or made and except as otherwise disclosed in Section 3.04(a) of the Disclosure Schedule delivered by Acquiror to the Company contemporaneously with the execution and delivery of this Agreement (the "Acquiror Disclosure Schedule"), the execution and delivery of this Agreement by the Acquiror Companies does not, and performance of their respective obligations hereunder, including the consummation of the transactions contemplated hereby, will

not (i) conflict with or violate the Acquiror Organizational Documents or the Articles of Incorporation or Bylaws of Acquisition Sub, as amended or restated,
(ii) conflict with or violate any Laws in effect as of the date of this Agreement or any judgment, order or decree applicable to Acquiror or any of Acquiror's subsidiaries or by or to which any of their properties is bound or subject or (iii) result in any breach of or constitute a default under (or an event that with or without notice or lapse of time or both would become a default), or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a lien or encumbrance on any of the properties or assets of Acquiror or any of Acquiror's subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Acquiror or any of Acquiror's subsidiaries is a party or by or to which Acquiror or any of Acquiror's subsidiaries or any of their respective properties is bound or subject.

(b) The execution and delivery of this Agreement by the Acquiror Companies does not, and the performance of this Agreement by the Acquiror Companies, including the consummation of the transactions contemplated hereby, will not require Acquiror or Acquisition Sub to obtain any consent, license, permit, waiver approval, authorization or order of, or to make any filing with or notification to, any Governmental Entities, except (i) for the filing of Articles of Merger with the Secretary of State of the State of Colorado, (ii) the applicable requirements of the HSR Act or the Exchange Act,
(iii) the applicable requirements of the New York Stock Exchange ("NYSE"), (iv) where the failure to obtain such consents, licenses, permits, waivers, approvals, authorizations or orders, or to make such filings or notifications could not reasonably be expected to have an Acquiror Material Adverse Effect or prevent Acquiror or Acquisition Sub from performing their respective obligations under this Agreement and (v) as disclosed in Section 3.04(b) of the Acquiror Disclosure Schedule.

3.05 REPORTS; FINANCIAL STATEMENTS.

(a) Since December 31, 1998, Acquiror has filed all forms, reports, statements and other documents required to be filed with the Commission, including without limitation (i) all Annual Reports on Form 10-K,
(ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8-K and (v) all other reports, schedules, registration statements or other documents (collectively referred to as the "Acquiror SEC Reports"). The Acquiror SEC Reports were prepared in all material respects in accordance with the requirements of applicable Law (including the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to the Acquiror SEC Reports) and the Acquiror SEC Reports did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b) Each of the historical consolidated financial statements (including, in each case, any related notes thereto) contained in the Acquiror SEC Reports (i) have been prepared in accordance with the published rules and regulations of the Commission and GAAP applied on a consistent basis throughout the periods involved (except (A) to the extent disclosed therein or required by changes in GAAP, (B) as may be indicated in the notes thereto and (C) in the case of the unaudited financial statements, as permitted by the rules and regulations of the Commission) and (ii) fairly present the consolidated financial position of Acquiror and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the periods indicated (subject, in the case of unaudited consolidated financial statements for interim periods, to adjustments, consisting only of normal, recurring accruals, necessary to present fairly such results of operations and cash flows).

3.06 BROKERS. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Acquiror.

ARTICLE IV

COVENANTS OF THE SHAREHOLDERS

4.01 AFFIRMATIVE COVENANT. Each of the Shareholders covenants and agrees that, prior to the Closing Date, such Shareholder will take all commercially reasonable actions necessary to ensure that the Company complies with Articles V and VII hereof.

4.02 NEGATIVE COVENANTS. Each of the Shareholders covenants and agrees that from the dated of this Agreement until the Effective Time, such Shareholder will not:

(a) take any action that reasonably could be expected to result in (i) any of the representations and warranties of such Shareholder and the Company set forth in Article II hereof becoming untrue or (ii) any of the conditions set forth in Article IX hereof not being satisfied; or

(b) initiate, solicit or encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal relating to, or that may reasonably be expected to lead to, any Competing Transaction (as hereinafter defined), or enter into discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to, or endorse, any Competing Transaction, or authorize or permit any agent, investment banker, financial advisor, attorney, accountant or other representative retained by such Shareholder to take any such action, and such Shareholder shall promptly notify Acquiror of all relevant terms of any such inquiries or proposals received by such Shareholder or by any such agent, investment banker, financial advisor, attorney, accountant or other representative relating to any of such matters and if such inquiry or proposal is in writing, such Shareholder shall promptly deliver or cause to be delivered to Acquiror a copy of such inquiry or proposal. For purposes of this Agreement, "Competing Transaction" shall mean any merger, consolidation, share exchange, business combination or similar transaction involving the Company or any of its subsidiaries or the acquisition in any manner, directly or indirectly, of a material interest in any voting securities of, or a material equity interest in a substantial portion of the assets of, the Company or any of its subsidiaries, other than the transactions contemplated by this Agreement.

ARTICLE V

COVENANTS OF THE COMPANY

5.01 AFFIRMATIVE COVENANTS OF THE COMPANY . The Company hereby covenants and agrees that, prior to the Effective Time, unless otherwise expressly contemplated by this Agreement or consented to in writing by Acquiror (which consent shall not be unreasonably withheld), the Company will and will cause each of its subsidiaries to:

(a) operate its business in the usual and ordinary course consistent with past practices;

(b) use all reasonable efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its respective

officers and key employees and maintain its relationships with its respective customers and suppliers;

(c) maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, and maintain supplies and inventories in quantities consistent with its customary business practice;

(d) use all reasonable efforts to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained;

(e) ensure that the cash on hand at the Company shall not be less than as reflected on the March 31, 1999 consolidated balance sheet and the aggregate outstanding balance of long-term and short-term debt (exceeding the promissory note pursuant to Section 7.17, if any) shall not be greater than as reflected on the March 31, 1999 consolidated balance sheet; and

(f) use its best efforts to ensure that the Shareholders' Representative shall execute and deliver the Escrow Agreement prior to the Closing Date.

5.02 NEGATIVE COVENANTS OF THE COMPANY. Except as expressly contemplated by this Agreement or otherwise consented to in writing by Acquiror, from the date of this Agreement until the Effective Time, the Company will not do, and will not permit any of its subsidiaries to do, any of the following:

(a) (i) increase the compensation payable to or to become payable to any director or executive officer; (ii) increase the compensation payable or pay bonuses to employees of the Company other than in the ordinary course of business, (iii) grant any severance or termination pay (other than pursuant to the normal severance practices of the Company or its subsidiaries as in effect on the date of this Agreement) to, or enter into any employment or severance agreement with, any director, officer or employee; (iv) except as set forth in
Section 2.10(a) of the Company Disclosure Schedule, establish, adopt or enter into any Benefit Plan or (v) except as may be required by applicable Law or as set forth in Section 2.10(a) of the Company Disclosure Schedule, amend, or take any other actions (including, without limitation, the acceleration of vesting, waiving of performance criteria or the adjustment of awards or any other actions permitted upon a "change in control" (as defined in the respective plans of the Company), with respect to any of the Benefit Plans or any of the plans, programs, agreements, policies or other arrangements described in
Section 2.10(a) of this Agreement;

(b) declare or pay any dividend on, or make any other distribution in respect of, outstanding shares of capital stock or other equity interests, except dividends by a wholly owned subsidiary of the Company to the Company or another wholly owned subsidiary of the Company;

(c) (i) except as described in Section 2.03(c) of the Company Disclosure Schedule, redeem, purchase or otherwise acquire any shares of its or any of its subsidiaries' capital stock or any securities or obligations convertible into or exchangeable for any shares of its or its subsidiaries' capital stock (other than any such acquisition directly from any wholly owned subsidiary of the Company in exchange for capital contributions or loans to such subsidiary), or any options, warrants or conversion or other rights to acquire any shares of its or its subsidiaries' capital stock or any such securities or obligations;
(ii) effect any reorganization or recapitalization of the Company or any of its subsidiaries; or (iii) split, combine or reclassify any of its or its subsidiaries' capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its or its subsidiaries' capital stock;

(d) (i) except as set forth in Section 2.03(a) hereof or as described in Section 2.03(c) of the Company Disclosure Schedule, issue (whether upon original issue or out of treasury), sell, grant, award, deliver or limit the voting rights of any shares of any class of its or its subsidiaries' capital stock, any securities convertible into or exercisable or exchangeable for any such shares, or any rights, warrants or options to acquire, any such shares; (ii) amend or otherwise modify the terms of any such rights, warrants or options the effect of which shall be to make such terms materially more favorable to the holders thereof; or (iii) take any action to accelerate the vesting of any of the stock options;

(e) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other person (other than the purchase of assets from suppliers or vendors in the ordinary course of business and consistent with past practice);

(f) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets or any assets of any of its subsidiaries, except for pledges or dispositions of assets in the ordinary course of business and consistent with past practice;

(g) initiate, solicit or encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal relating to, or that may reasonably be expected to lead to, any Competing Transaction, or enter into discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to, or endorse, any Competing Transaction, or authorize or permit any of the officers, directors, employees or agents of the Company or any of its subsidiaries or any agent, investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of the Company's subsidiaries to take any such action, and the Company shall promptly notify Acquiror or promptly provide Acquiror with a copy of all relevant terms of any such inquiries or proposals received by the Company or any of its subsidiaries or by any such officer, director, employee, agent, investment banker, financial advisor, attorney, accountant or other representative relating to any of such matters and if such inquiry or proposal is in writing, the Company shall promptly deliver or cause to be delivered to Acquiror a copy of such inquiry or proposal (provided that nothing in this Section 5.02(i) shall prevent the Company or any such persons from taking any such action if failure to do so would be reasonably likely to constitute a breach of its fiduciary duty or a violation of law);

(h) release any third party from its obligations under any existing standstill agreement or arrangement relating to a Competing Transaction or otherwise under any confidentiality or other similar agreement relating to information material to the Company or any of its subsidiaries;

(i) propose to adopt any amendments to its Articles of Incorporation or its Bylaws that would have an adverse effect on the consummation of the transactions contemplated by this Agreement;

(j) (i) change any of its significant accounting policies or
(ii) make or rescind any express or deemed election relating to Taxes, settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or change any of its methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of the federal income tax returns for the taxable year ending December 31, 1997, except, in the case of clause (i) or clause
(ii), as may be required by Law or GAAP;

(k) incur any obligation for borrowed money or purchase money indebtedness, whether or not evidenced by a note, bond, debenture or similar instrument or under any financing lease, whether pursuant to a sale-and-leaseback transaction or otherwise, except in the ordinary course of business consistent with past practice;

(l) enter into any material arrangement, agreement or contract with any third party (other than in the ordinary course of business); or

(m) agree in writing or otherwise to do any of the foregoing.

ARTICLE VI

COVENANTS OF ACQUIROR

6.01 AFFIRMATIVE COVENANTS OF ACQUIROR. Acquiror hereby covenants and agrees that, prior to the Effective Time, unless otherwise expressly contemplated by this Agreement or consented to in writing by the Company and the Shareholders, Acquiror will:

(a) use all reasonable efforts to preserve substantially intact its business organization;

(b) maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, and maintain supplies and inventories in quantities consistent with its customary business practice; and

(c) use all reasonable efforts to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained.

6.02 NEGATIVE COVENANTS OF ACQUIROR. Except as expressly contemplated by this Agreement or otherwise consented to in writing by the Company and the Shareholders, from the date of this Agreement until the Effective Time, Acquiror will not do any of the following:

(a) amend any of the material terms or provisions of the Acquiror Shares;

(b) knowingly take any action that would result in a failure to maintain the listing of the Acquiror Shares on the New York Stock Exchange;

(c) propose to adopt any amendments to the Acquiror Organizational Documents that would have an adverse effect on the consummation of the transactions contemplated by this Agreement; or

(d) agree in writing or otherwise to do any of the foregoing.

ARTICLE VII

ADDITIONAL AGREEMENTS

7.01 NOTIFICATION OF CERTAIN MATTERS. The Company and each of the Shareholders shall give prompt notice to Acquiror, and Acquiror shall give prompt notice to the Company, orally and in writing, of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of the party giving such notice contained in this Agreement to be untrue or inaccurate at any time from the date hereof to the Effective Time, (ii) any material failure of the party giving such notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder within the time specified therefor and
(iii) any change or event having, or which, insofar as can be reasonably foreseen, could have, a material adverse effect on the financial condition, results of operations, business or prospects of Acquiror or the Company.

7.02 ACCESS AND INFORMATION. Between the date hereof and the Closing Date:

(a) The Company shall, and shall cause its subsidiaries to,
(i) afford to Acquiror and its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, the "Acquiror Representatives") access during ordinary business hours and at other reasonable times, upon reasonable prior notice, to the officers, employees, accountants, agents, properties, offices and other facilities of the Company and its subsidiaries and to the books and records thereof and (ii) furnish promptly to Acquiror and the Acquiror Representatives such information concerning the business, properties, contracts, records and personnel of the Company and its subsidiaries (including, without limitation, financial, operating and other data and information) as may be reasonably requested, from time to time, by Acquiror or the Acquiror Representatives.

(b) Notwithstanding the foregoing provisions of this Section 7.02, the Company shall not be required to grant access or furnish information to the Acquiror Representatives to the extent that such access or the furnishing of such information is prohibited by Law or contract. No investigation by the Acquiror Representatives made heretofore or hereafter shall affect the representations and warranties of the Company that are contained herein and each such representation and warranty shall survive such investigation.

(c) The Acquiror shall hold in confidence and not disclose, except on a "need to know" basis to its respective Acquiror Representatives, all nonpublic information received from the Company ("Confidential Information") until such time as such Confidential Information is otherwise publicly available and, if this Agreement is

terminated, Acquiror will deliver to the Company all documents, work papers and other materials (including copies) obtained by such party or on its behalf from another party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof. The foregoing obligations of confidentiality and nondisclosure shall be effective for a period of two (2) years after such termination; provided, however, that such obligation shall terminate at the Closing.

(d) In the event that the Acquiror, or anyone to whom it supplies Confidential Information, receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena or order issued by a Governmental Entity, Acquiror agrees (i) to notify the Company immediately of the existence, terms and circumstances surrounding such request, (ii) to consult with the Company on the advisability of taking legally available steps to resist or narrow such request, and (iii) if disclosure of such Confidential Information is required to prevent Acquiror from being held in contempt or subject to other penalty, to furnish only such portion of the Confidential Information as the Acquiror is legally compelled to disclose and to exercise its best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information.

7.03 APPROPRIATE ACTION; CONSENTS; FILINGS.

(a) The Company and Acquiror shall each use, and shall cause each of their respective subsidiaries to use, and each of the Shareholders shall use, all reasonable efforts promptly (i) to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) to obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by the Company, Acquiror or any of the Shareholders, respectively, or any of the Company's or Acquiror's respective subsidiaries, in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, (iii) to make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws and (B) any other applicable Law; provided that Acquiror and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and Acquiror shall furnish all information required for any application or other filing to be made pursuant to the rules and

regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

(b) Acquiror, the Company and each of the Shareholders agree, and Acquiror and the Company shall cause each of their respective subsidiaries, to cooperate and to use all reasonable efforts to contest and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (an "Order") that is in effect and that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement, including, without limitation, by reasonably pursuing all available avenues of administrative and judicial appeal and all available legislative action. Acquiror, the Company and each of the Shareholders also agree to take any and all reasonable actions, including, without limitation, the disposition of assets or the withdrawal from doing business in particular jurisdictions, required by regulatory authorities as a condition to the granting of any approvals required in order to permit the consummation of the Merger or as may be required to avoid, lift, vacate or reverse any legislative or judicial action that would otherwise cause any condition to the Merger not to be satisfied; provided, however, that in no event shall any party take, or be required to take, any action that could reasonably be expected to have a Company Material Adverse Effect or an Acquiror Material Adverse Effect.

(c) The Company, Acquiror and each of the Shareholders shall each promptly give (or shall cause their respective subsidiaries to give) any notices regarding the Merger, this Agreement or the transactions contemplated hereby to third parties required by Law or by any contract, license, lease or other agreement to which such person is a party or by which such person is bound, and use (and cause its subsidiaries to use) all reasonable efforts to obtain any third party consents (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) otherwise required under any contracts, licenses, leases or other agreements in connection with the consummation of the transactions contemplated by this Agreement or (iii) required to prevent a Company Material Adverse Effect or an Acquiror Material Adverse Effect, respectively, from occurring after the Effective Time.

(d) If any party shall fail to obtain any third party consent described in subsection (c)(i) above, such party shall use all reasonable efforts, and shall take any such actions reasonably requested by the other parties, to limit the adverse effect upon the Company and Acquiror, their respective subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result after the Effective Time, from the failure to obtain such consent.

7.04 AFFILIATES; POOLING. The Company shall use all reasonable efforts to obtain and deliver to Acquiror an executed letter agreement, substantially in the form of Exhibit C hereto (the "Company Affiliates' Letter"), from (i) each person identified as an affiliate of the Company

in Section 2.13 of the Company Disclosure Schedule on the Closing Date, (ii) any person who may be deemed to have become an affiliate of the Company after the date of this Agreement and on or prior to the Effective Time as soon as practicable after such person attains such status and (iii) any person whose agreement thereto may be deemed reasonably necessary by Acquiror to sustain the Merger's status as a "pooling of interest" for financial accounting purposes (a "Pooling Transaction").

7.05 PUBLIC ANNOUNCEMENTS. Acquiror and the Company shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement or the Merger and shall not issue any such press release or make any such public statement prior to such consultation; provided, however, that a party may, without consulting with the other party, issue such a press release or make such a public statement if required by applicable Law or the rules of the NYSE or a national securities exchange if such party has used commercially reasonable efforts to consult with the other party but has been unable to do so in a timely manner.

7.06 EXPENSES. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses. Notwithstanding the foregoing and subject to Article VIII, the Shareholders shall not be responsible for the costs and expenses of the Company in connection with this Agreement or the transactions of the Company contemplated herein. Any such costs, expenses or fees of the Company not paid by the Company prior to the Closing will continue to be the obligations of the Surviving Corporation upon consummation of the Merger.

7.07 EMPLOYEES OF COMPANY.

(a) As soon as reasonably practicable after the Effective Time, but in any event not later than January 1, 2000, Acquiror shall provide employee benefit plans and arrangements to employees of the Company and its subsidiaries that are substantially similar to the employee benefit plans and arrangements of Acquiror for similarly situated employees of the Acquiror as then in effect.

(b) The Company acknowledges that any benefits plans of the Acquiror that may be provided to the employees of the Company after the Effective Time may be substantially different from those provided such employees of the Company prior to the Merger.

(c) The employees of Company and its subsidiaries shall be credited for their actual years of service with the Company for purposes of eligibility, vesting and benefit accrual under all benefit plans provided by Acquiror in accordance with this Section 7.07, including, but

not limited to, vacation, severance, retirement and disability plans, but excluding any defined benefit plans.

(d) Such employee benefits under any medical plan provided by Acquiror in accordance with this Section 7.07 shall not be subject to any exclusions for any pre-existing conditions to the extent such exclusions did not apply under the Company's medical plan, and credit shall be received for any deductibles or out-of-pocket amounts previously paid by employees of the Company and its subsidiaries for the current plan year under the medical plan maintained by the Company.

(e) Nothing in this Agreement is intended to confer upon any employee of the Company or its subsidiaries retained by Acquiror after Closing ("Retained Employees") any right to continued employment after evaluation by Acquiror and its affiliates of their employment needs at any time after the Closing.

(f) Notwithstanding any provision in this Agreement to the contrary, Acquiror expressly reserves the right to amend, modify, or terminate any benefit plan, program or policy established or maintained by Acquiror or any of its affiliates (including, without limitation, the Company or its subsidiaries) for the benefit of the Retained Employees.

7.08 TAX-FREE REORGANIZATION. Subject to the terms and conditions hereof, Acquiror and the Company shall each use its best efforts to cause the Merger to be treated as a reorganization within the meaning of section 368(a) of the Code. After the Closing, Acquiror shall cause the Surviving Corporation to comply with all applicable reporting requirements under section 367(a) of the Code and U.S. Treasury Regulations issued thereunder.

7.09 INFORMATION FOR TAX RETURNS. From and after the Closing, the Acquiror Companies shall cooperate with the Shareholders by providing and granting access to the Shareholders, promptly upon request, to such records, documents and other information regarding the Company and its subsidiaries as the Shareholders may reasonably request from time to time, in connection with the preparation or audit of any Tax Returns of any of the Company, its subsidiaries or the Shareholders, and for audits, disputes, refund claims, or litigation or other proceedings relating thereto or any other permissible matter, it being understood that the Shareholders shall be entitled to make copies of any such books, documents or information as shall be reasonably necessary.

7.10 NO HEDGING TRANSACTIONS. The Shareholders acknowledge that the entering into of or participation in hedging or other derivative transactions that include Common Stock, or derivatives thereof, of the Acquiror may have an effect in the overall market for Common Stock of the Acquiror and, further, that Acquiror has a policy restricting executives and affiliates from

engaging or participating in such transactions. Accordingly, the Shareholders who become employees or affiliates of Acquiror agree that they will not, during the time they are employees or affiliates of Acquiror, enter into any hedging or similar transaction (whether through use of a forward contract, swap agreement, option or other instrument) that in any way involves Common Stock of Acquiror or any derivatives thereof without the prior written consent of Acquiror in its sole discretion.

7.11 TERMINATED LEASES. Prior to the Closing, the Company shall take all actions necessary to terminate and obtain a written release of any obligation or liability as a result of such lease or the termination as required herein, for the following leasehold interests: (i) facilities in Dallas, Texas located at 3010 LBJ Freeway, Suite 600, Dallas, Texas, 75234, and (ii) facilities known as the second floor offices in Houston, Texas located at 1155 Dairy Ashford, Suite 280, Houston, Texas, 77079 (collectively, the "Terminated Leases").

7.12 PULSONIC ACQUISITION.

(a) At or simultaneously with the Closing, Acquiror shall purchase the outstanding capital stock of CTC Pulsonic, Inc. held by Hugh Stanfield, by causing Coherence Technology (Canada) Ltd., to contribute its remaining debt obligation with respect to the Share Purchase Agreement between and among Pulsonic Corporation (renamed CTC Pulsonic, Inc.), the selling shareholders thereof, and the Company dated October 10, 1997, together with all amendments thereto (the "Pulsonic Agreement") to the Surviving Corporation. Upon receipt of such debt, the Surviving Corporation shall contribute the debt up to Acquiror who shall satisfy such debt by paying to Hugh Stanfield (and the selling shareholders pursuant to the Pulsonic Agreement) (i) $186,832.66 in cash or immediately available funds on the date of execution of this Agreement, plus interest at 9% per annum from June 1, 1999 to the date of the wire transfer of funds to Hugh Stanfield and
(ii) issuance on the Closing Date of Acquiror Shares equivalent to US $2,000,000 in value (such number of Acquiror Shares to be determined by the average closing price for the three trading days immediately preceding June 9, 1999 for Acquiror Shares) and subject to the same restrictions on the Acquiror Shares to be issued pursuant to Article I herein, except for any requirement to escrow shares.

(b) Prior to the Closing, Hugh Stanfield shall obtain a written release on behalf of all of the selling shareholders of CTC Pulsonic, Inc., f/k/a Pulsonic Corporation as defined in the Pulsonic Agreement of any further obligations or liabilities to such selling shareholders by the Company pursuant or related to the Pulsonic Agreement (such release to be in a form acceptable to Acquiror in its sole discretion).

(c) The amendment to the Share Purchase Agreement to reflect the above transaction shall be executed by the appropriate parties on or before June 9, 1999.

7.13 PULSONIC NIGERIA LIMITED.

(a) At or simultaneously with the Closing, the Company shall own 80% of the capital of Pulsonic Nigeria Limited free and clear of all liens, claims and encumbrances.

(b) In order to acquire any non-company Pulsonic Nigeria Limited capital as set forth in (a) above, the Company shall have purchased the required capital at a total acquisition cost not to exceed the sum of $40,000.

7.14 INDEMNIFICATION OF DIRECTORS AND OFFICERS. Acquiror and the Company agree that the indemnification obligations set forth in the Articles of Incorporation and Bylaws of the Company, in each case as of the date of this Agreement, shall survive the Merger and after the Effective Time any amendment, repeal or other modification of the Articles of Incorporation or Bylaws shall not adversely affect the rights thereunder of the individuals who on or prior to the Effective Time were directors, officers, employees or agents of the Company or its subsidiaries.

7.15 GUARANTEES. As of the Closing, Acquiror and the Surviving Corporation shall, jointly and severally, indemnify and hold harmless Alex Cranberg and Susan Morrice from and against any liabilities, claims, demands, judgments, losses, costs or expenses incurred (including reasonable attorneys fees) that such individuals may sustain or incur as a result of the obligations that result from or arise out of or relate to their personal guaranty after the Closing Date with respect to the lease between the Company and CCA Financial Inc. for certain computer equipment. It is the intent of Acquiror Companies to replace such guarantees, if necessary, with the guaranty of the Acquiror Companies.

7.16 MORRIS SHARES. Dan Morris agrees to sell immediately prior to Closing all of his Company Stock to Acquiror for the cash equivalent of the value of the number of Acquiror Shares that he would have been entitled to receive pursuant to Article I, less 10% to be escrowed pursuant to the Escrow Agreement. The value of the Acquiror Shares shall be determined based on the average closing price per share of Acquiror Common Stock for the three trading days immediately preceding May 31, 1999 multiplied by the number of Acquiror Shares Mr. Morris would have been entitled to receive but for this Section 7.16. Such cash shall be payable by check of the Acquiror or on the Acquiror's behalf or in immediately available funds, at the option of Acquiror. Dan Morris shall not be entitled to be issued shares of Acquiror pursuant to Article I of this Agreement.

7.17 WORKING CAPITAL ADVANCES. From and after the execution of this Agreement until the earlier of: (i) the Effective Time, or (ii) the termination of this Agreement, Acquiror shall provide Company with working capital as may be reasonably required by Company to satisfy the Company's liabilities set forth in Disclosure Schedule 2.16(a) or in the ordinary course of its business in exchange for notes payable by Company, together with interest at an annual rate of 8% and with a maturity date of July 31, 1999; provided that, any such notes shall become immediately due and payable to Acquiror in the event of a termination of this Agreement. The Note or Notes shall be substantially in the form of Exhibit E attached hereto.

ARTICLE VIII

INDEMNIFICATION

8.01 IN GENERAL. Subject to the terms and conditions of this Article VIII, the Shareholders agree, jointly and severally, to indemnify, defend and hold harmless Acquiror and its directors, officers, employees, consultants, affiliates and controlling persons (collectively, and including the Company and its subsidiaries after the Effective Time, the "Acquiror Indemnified Parties" or an "Acquiror Indemnified Party"), from and against all Claims asserted against, resulting from, imposed upon or incurred by Acquiror or any other Acquiror Indemnified Party, directly or indirectly, by reason of, arising out of, or resulting from (a) the inaccuracy or breach of any representation or warranty of the Company or any of the Shareholders contained in or made pursuant to this Agreement or (b) the breach of any covenant or agreement of the Company or any of the Shareholders contained in or made pursuant to this Agreement. As used in this Article VIII, the term "Claim" shall include (i) all debts, liabilities and obligations, (ii) all losses, damages, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and reasonable attorneys' fees and expenses), and (iii) all demands, claims, actions, costs of investigation, causes of action, proceedings, arbitrations, judgments, settlements and assessments, whether or not ultimately determined to be valid.

8.02 NO EXHAUSTION OF REMEDIES. The Shareholders acknowledge that their obligation under Section 8.01 of this Agreement is independent of the obligations of the Company pursuant to this Agreement, and that the Shareholders waive any right to require the Acquiror Indemnified Parties to (i) proceed against the Company; or (ii) pursue any other remedy whatsoever in the power of the Acquiror Indemnified Parties. It is agreed among the parties hereto that the obligations of the Shareholders to the Acquiror Indemnified Parties pursuant to Article VIII, including any indemnification claims or payments made pursuant thereto, be satisfied solely through and pursuant to the Escrow Agreement and this Article VIII which, notwithstanding anything herein to the contrary, shall be the sole and exclusive right and remedy

of the Acquiror Indemnified Parties with respect to such matters in clauses (a) and (b) of Section 8.01, except for any claim of fraud.

8.03 DEFENSE OF THIRD PARTY CLAIMS. The obligation of the Shareholders to indemnify the Acquiror Indemnified Parties under this Article VIII with respect to Claims relating to or arising from third parties (a "Third Party Claim") shall be subject to the following terms and conditions:

(a) Notice and Defense. The Acquiror Indemnified Party will give the other party or parties (whether one or more, the "Indemnifying Party") prompt written notice (including all documents and other nonprivileged information in the Acquiror Indemnified Party's possession related thereto) of any such Third Party Claim containing a reasonable description of the nature of the Third Party Claim, an estimate of the amount of damages attributable thereto to the extent determinable and the basis of the Acquiror Indemnified Party's request for indemnification under this Agreement, and the Indemnifying Party may undertake the defense thereof by representatives chosen by it upon written notice to the Acquiror Indemnified Party provided within 20 days of receiving notice of such Third Party Claim (or sooner if the nature of the Third Party Claim so requires). Failure of the Acquiror Indemnified Party to give such notice shall not affect the Indemnifying Party's duty or obligations under this Article VIII, except to the extent the Indemnifying Party is materially prejudiced thereby. The Acquiror Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by the Indemnifying Party and in the possession or under the control of the Acquiror Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such claim, and shall in other respects give reasonable and prompt cooperation in such defense.

(b) Failure to Defend. If the Indemnifying Party, within 20 days after notice of any such Third Party Claim (or sooner if the nature of any Third Party Claim so requires), fails to undertake the defense of such Third Party Claim actively and in good faith, then the Acquiror Indemnified Party will have the right to undertake the defense, compromise or settlement of such Third Party Claim, or consent to the entry of a judgment with respect thereto.

(c) Acquiror Indemnified Party's Rights. Anything in this Article VIII to the contrary notwithstanding, (i) if there is a reasonable probability that the Third Party Claim may adversely affect the Acquiror Indemnified Party other than as a result of money damages or other money payments in an aggregate amount of less than $75,000, the Acquiror Indemnified Party shall have the right to defend, compromise or settle such Third Party Claim (provided that the Acquiror Indemnified Party shall not settle such

Third Party Claim or consent to any judgment without first obtaining the consent of the Indemnifying Party, which shall not be unreasonably withheld), provided that, Acquiror agrees to discuss the status of such matters with the Indemnifying Party at such times as the Indemnifying Party may reasonably request, upon reasonable prior notice, and (ii) the Indemnifying Party shall not without the written consent of the Acquiror Indemnified Party, settle or compromise any Third Party Claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Acquiror Indemnified Party of an unconditional release from all liability in respect of such Third Party Claim.

8.04 PAYMENT; ARBITRATION. Upon the occurrence of a Claim (other than a Third Party Claim) for which indemnification is believed to be due hereunder, the Indemnified Party shall provide notice of such Claim to the Indemnifying Party, stating in specific terms the circumstances giving rise to the Claim, specifying the amount of the Claim and making a request for any payment then believed due. Any Claim shall be conclusive against the Indemnifying Party in all respects 30 days after receipt by the Indemnifying Party of such notice, unless within such period the Indemnifying Party sends the Indemnified Party a notice disputing the propriety of the Claim. Such notice of dispute shall describe the basis for such objection and the amount of the Claim as to which the Indemnifying Party does not believe should be subject to indemnification. Upon receipt of any such notice of dispute, both the Indemnified Party and the Indemnifying Party shall use all reasonable efforts to cooperate and arrive at a mutually acceptable resolution of such dispute within the next 30 days. If a mutually acceptable resolution cannot be reached between the Indemnified Party and the Indemnifying Party with such 30-day period, either party may submit the dispute for resolution by binding arbitration pursuant to the provisions of this
Section 8.04. If a party elects to submit such matter to arbitration, such party shall provide notice to the other party of its election to do so, and the parties shall attempt to appoint a single arbitrator. If the parties are unable within 10 days after receipt of the notice to agree on a single arbitrator, then each party shall appoint one arbitrator, and the two arbitrators so appointed shall name a third arbitrator within a period of 10 days after their nomination. If the two arbitrators fail to appoint a third arbitrator within such 10-day period, a third arbitrator shall be appointed pursuant to the then existing Commercial Arbitration Rules (the "Rules") of the American Arbitration Association. In all respects, such panel and the arbitration proceeding shall be governed by the Rules, and the place of arbitration shall be in a city mutually selected by the Indemnifying Party and the Acquiror Indemnified Party (or, if no city can be mutually agreed upon within 10 days, then in Houston, Texas). If it is finally determined that all or a portion of such Claim amount is owed to the Indemnified Party, then such Claim amount shall be satisfied in accordance with
Section 8.05 of this Agreement and the Acquiror Indemnified Party shall be entitled to recovery of all expenses, including reasonable attorneys' fees, incurred in connection with enforcing its rights under this Article VIII. Judgment upon the award resulting from arbitration may be entered in any court having jurisdiction for direct enforcement, or any

application may be made to a court for a judicial acceptance of the award and an order of enforcement, as the case may be.

8.05 SATISFACTION OF CLAIMS FROM ESCROW SHARES.

(a) After the Effective Time and except for any Claim for fraud subject to Section 8.08 shall not be so limited, the indemnification obligations of the Shareholders under Section 8.01 of this Agreement shall be satisfied solely from payments of the Escrow Shares by delivery to the Acquiror Indemnified Party entitled to indemnification hereunder.

(b) Pursuant to the provisions of the Escrow Agreement, if the Shareholders are determined to owe a Claim amount pursuant to the procedures set forth in Section 8.04, then the amount due the Acquiror Indemnified Party hereunder shall be satisfied by the delivery to the Acquiror Indemnified Party pursuant to the Escrow Agreement of Escrow Shares equal in value to the amount of the Claim to be satisfied, and the Claim shall be deemed paid and satisfied upon receipt by the Acquiror Indemnified Party of certificates representing such number of Escrow Shares duly endorsed for transfer to the Indemnified Party. The per share value of the Escrow Shares for purposes of this Article VIII and the Escrow Agreement with respect to a particular Claim shall be the Market Value (as defined herein) of the Escrow Shares. The "Market Value" of an Escrow Share shall be the actual closing trading price at the end of business on the Closing Date (regardless of the actual trading price for the Common Stock), with appropriate adjustment to take into account any stock split, reverse stock split, stock dividend, recapitalization, stock exchanges or other similar capital adjustments with respect (including by reason of merger, consolidation or other business combination involving Acquiror) to the Escrow Shares. The Market Value of the Additional Corpus (as such term is defined in the Escrow Agreement) shall be determined by mutual agreement of the Shareholders' Representative and the Acquiror. In the event that such parties cannot in good faith agree on the market value of the Additional Corpus, the matter shall be settled by binding arbitration in accordance with the procedures set forth herein, except for any claims of fraud.

(c) The Shareholders' Representative shall have the power and authority to make all decisions with regard to the settlement of Claims brought pursuant to Section 8.01 of this Agreement from the Escrow Shares. If the Shareholders' Representative is unable or unwilling to carry out his duties as Shareholders' Representative, then the Shareholder who beneficially held the next highest number of shares of Company Stock immediately prior to the Effective Time (unless such Shareholder is then employed or serves as a director of Acquiror or its affiliates), shall be designated and appointed as the Shareholders' Representative, and shall assume all of the powers and duties of the Shareholders' Representative under the Agreement and the Escrow Agreement. If any successor Shareholders' Representative becomes unable or unwilling to carry out his duties as Shareholders' Representative, his replacement shall be the

Shareholder who beneficially held next highest number of shares of Company Stock immediately prior to the Effective Time.

8.06 LIABILITY LIMITATIONS; SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations, warranties, covenants and agreements of the Company and the Shareholders in this Agreement or made pursuant hereto shall survive the Closing, and any investigation thereof, until (a) in the event the transaction is a pooling transaction, the first to occur of (i) the issuance of the first audit report following the Closing Date of the consolidated financial statements of Acquiror which includes the Surviving Corporation or (ii) the first anniversary of the Closing Date, or (b) in the event the transaction is not a pooling transaction, the second anniversary of the Closing Date and, the Shareholders shall have no liability under this Article VIII unless written notice of a Claim is provided within such period. After the Effective Time, the Acquiror Indemnified Parties shall not be entitled to indemnification for Claims from the Escrow Shares except to the extent the aggregate amount for all claims exceeds $75,000. Once such threshold is satisfied, the Shareholders, subject to the other limitations in this Article VIII, shall be liable for all Claims of the Acquiror Indemnified Parties in excess thereof. After the Effective Time, all Claims by the Acquiror Indemnified Parties pursuant to this Agreement shall be limited to the Escrow Shares, except for any claim of fraud subject to
Section 8.08.

8.07 SUBROGATION. Upon payment in full of any Third Party Claim or other Claim, the Indemnifying Party shall be subrogated to the extent of such payment to the rights of the Acquiror Indemnified Parties against any person with respect to the subject matter and to the extent only of the Third Party Claim or other Claim.

8.08 CLAIM OF FRAUD. In the event that the Company is found to have perpetrated a fraud that has caused damages to or has resulted in a loss by the Acquiror Companies, each Shareholder shall be liable to the Acquiror Companies for such damage or loss up to, in the aggregate, the amount of such Shareholder's Acquiror Shares (including Escrow Shares), or the equivalent value thereof, together with all accretions, dividends or stock splits; provided, however, that (i) if such Shareholder had actual knowledge that such action by the Company was fraudulent or false or (ii) such Shareholder perpetrated a fraud with actual knowledge by the Shareholder that caused damages to or has resulted in a loss by the Acquiror Companies, the liability of the Shareholder shall not be limited as therein provided. The parties understand and agree that a loss or claim by the Acquiror Indemnified Parties against a Shareholder based on a fraud by such Shareholder, whether with or without actual knowledge, with respect to the representations or warranties or matters set forth in Sections 2.25, 2.26 or 2.27 as it relates to such Shareholder is not limited as set forth in this
Section 8.08. The term "actual knowledge" of the Shareholder shall not include mere reckless disregard and/or the mere failure to investigate the truth or accuracy of a representation or warranty regarding the Company. It is not intended

that a Shareholder have liability to the Acquiror Indemnified Parties for fraud related claims pursuant to this Section 8.08 in the absence of either (i) or
(ii) above.

ARTICLE IX

CONDITIONS

9.01 CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIROR COMPANIES . The obligation of the Acquiror Companies to effect the transactions contemplated hereby on the Closing Date shall be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived by Acquiror, in whole or in part, to the extent permitted by applicable law:

(a) The representations and warranties of the Company and each of the Shareholders contained in this Agreement shall be true and correct in all material respects (without duplication of any materiality exception contained in any individual representation and warranty) as of the date of this Agreement and as of the Closing Date as though made again as of the Closing Date. Acquiror shall have received a certificate of the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Closing Date, to such effect with respect to the representations and warranties of the Company;

(b) The Company and each of the Shareholders shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by such person on or prior to the Closing Date. Acquiror shall have received a certificate of the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Closing Date, to such effect with respect to the Company's performance and compliance;

(c) Acquiror shall have received a certificate of the Secretary or Assistant Secretary (or other authorized corporate officer) of the Company certifying as true, accurate and complete, as of the date of the execution of this Agreement and again as of the Closing Date: (i) a copy of the resolutions of the Company's Board of Directors authorizing the execution, delivery and performance of this Agreement and the other documents contemplated hereby to which it is a party and the consummation by the Company of the Merger; (ii) a copy of the resolutions of the Company's shareholders authorizing the execution, delivery and performance of this Agreement and the other documents contemplated hereby to which it is a party and the consummation by the Company of the Merger; (iii) a certified copy of the Articles of Incorporation of the Company issued by the Secretary of State of Colorado; (iv) a copy of the Bylaws of the

Company; and (v) the incumbency of the officer or officers authorized to execute on behalf of the Company this Agreement and the other documents contemplated thereby to which it is a party;

(d) Acquiror shall have received a certificate of the Secretary or Assistant Secretary (or other authorized corporate officer) of each subsidiary of the Company certifying as true, accurate and complete, as of the date of this Agreement and again as of the Closing Date: (i) a certified copy of the Articles of Incorporation of the subsidiary issued by the Secretary of State of the state of such subsidiary's incorporation (except for Pulsonic Nigeria Limited which shall be a copy); and (ii) a copy of the Bylaws of such subsidiary;

(e) The resignations, effective at the Effective Time, of each of the directors and officers of the Company shall have been delivered to Acquiror;

(f) No court or Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger;

(g) The applicable waiting period under any applicable competition Laws, Regulations or Orders of foreign Governmental Entities, as set forth in the Acquiror Disclosure Schedule or the Company Disclosure Schedule, shall have expired or been terminated;

(h) Acquiror shall have been advised in writing by Arthur Andersen LLP as of the Closing Date to the effect that such firm knows of no reason why the Merger cannot be treated for financial accounting purposes as a pooling transaction;

(i) The Company shall have been advised in writing by Melton & Melton, LLP as of the date of this Agreement and again as of the Closing Date to the effect that such firm knows of no reason why the Merger cannot be treated for financial accounting purposes as a pooling transaction;

(j) Acquiror shall have received on the date of this Agreement the Escrow Agreement, duly executed and delivered by the Shareholders' Representative and the Escrow Agent;

(k) The Shareholders' Representative and each of the Shareholders shall have executed and delivered the Appointment on the date of this Agreement;

(l) The Acquiror shall have received on the date of this Agreement the written consent of BP Amoco to the assignment or change of control of the BP Amoco License to Acquiror or its Affiliates on terms acceptable to Acquiror in its sole discretion;

(m) The Acquiror shall have received on the date of this Agreement the written release to the Terminated Lease on the Dallas property and on the date of Closing the written release to the Terminated Lease in Houston, Texas, both on terms acceptable to Acquiror in its sole discretion;

(n) The Acquiror shall have received on the date of this Agreement the written release to the Pulsonic Agreement on terms acceptable to Acquiror in its sole discretion;

(o) The Acquiror shall have received on the date of this Agreement proof of settlement with Paradigm Software for the Focus software claim, such settlement not to exceed $35,000 cash, and receipt of the written release of Paradigm Software for the Focus software claim on terms acceptable to Acquiror in its sole discretion;

(p) The Acquiror shall have received on the date of this Agreement proof of settlement with ACTC Technologies Inc. for the buyout and release of any and all obligations of Pulsonic Technology Corporation (and any successor) of the Agreement dated January 25, 1993, such settlement not to exceed $5,000 cash, and receipt of the written release on terms acceptable to Acquiror in its sole discretion;

(q) The Company shall own 80% of Pulsonic Nigeria Limited; and

(r) Employment Contracts of Patrick Keenan, Randall Keys and Vasudhaven Sudhakar, substantially in the form of Exhibit D shall be executed and delivered to Acquiror on the date of this Agreement.

9.02 CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY. The obligations of the Company and the Shareholders to effect the transactions contemplated hereby on the Closing Date shall be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived by the Company and the Shareholders, acting together, in whole or in part, to the extent permitted by applicable Law:

(a) The representations and warranties of Acquiror contained in this Agreement shall be true and correct in all material respects (without duplication of any materiality exception contained in any individual representation and warranty) as of the date of this Agreement and as of the Closing Date as though made again as of the Closing Date. The Company shall have

received a certificate of the President and the Chief Financial Officer of the Acquiror (or the organizational equivalent), dated the Closing Date, to such effect;

(b) The Acquiror Companies shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by each of them on or prior to the Closing Date. The Company shall have received a certificate of the President and the Chief Financial Officer of the Acquiror (or the organizational equivalent), dated the Closing Date, to such effect;

(c) The Company and the Shareholders shall have received a certificate of the Secretary or Assistant Secretary (or other authorized corporate officer) of each of the Acquiror Companies certifying as true, accurate and complete, as of the date of the execution of this Agreement and again as of the Closing Date: (i) a copy of the resolutions of the Board of Directors of each of the Acquiror Companies (or the organizational equivalent) authorizing the execution, delivery and performance of this Agreement and the other documents contemplated hereby to which it is a party and the consummation by the Company of the Merger; (ii) a copy of the resolutions of Acquisition Sub's shareholder authorizing the execution, delivery and performance of this Agreement and the other documents contemplated hereby to which it is a party and the consummation by the Company of the Merger; (iii) a copy of the Articles of Incorporation (or equivalent organizational document) of Acquiror and a certified copy of the Articles of Incorporation of the Acquisition Sub issued by the Secretary of State of the State of Colorado; (iv) a copy of the Bylaws (or equivalent organizational document) of each of the Acquiror Companies; and (v) the incumbency of the officer or officers authorized to execute on behalf of each of the Acquiror Companies this Agreement and the other documents contemplated thereby to which it is a party;

(d) No court or Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger;

(e) The applicable waiting period under any applicable competition Laws, Regulations or Orders of foreign Governmental Entities, as set forth in Acquiror Disclosure Schedule or the Company Disclosure Schedule, shall have expired or been terminated; and

(f) The Company shall have received on the date of this Agreement the written consent of BP Amoco to the assignment or change of control of the BP Amoco License to Acquiror or its Affiliates on terms acceptable to Acquiror in its sole discretion.

ARTICLE X

MISCELLANEOUS

10.01 TERMINATION. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective Time:

(a) by mutual consent of Acquiror and the Company and each of the Shareholders;

(b) by either Acquiror or the Company or any of the Shareholders if the Effective Time has not occurred on or before July 31, 1999;

(c) by Acquiror, upon a breach of any covenant or agreement on the part of the Company or any of the Shareholders set forth in this Agreement, or if any representation or warranty of the Company or any of the Shareholders shall have become untrue, in either case such that the conditions set forth in Section 9.01(a) or Section 9.01(b) would not be satisfied (a "Terminating Company Breach"); provided that, if such Terminating Company Breach is curable by the Company or any of the Shareholders, as the case may be, through the exercise of reasonable efforts and for so long as the Company or such Shareholder or Shareholders continue to exercise such reasonable efforts, Acquiror may not terminate this Agreement under this Section 10.01(c);

(d) by the Company or any of the Shareholders, upon breach of any covenant or agreement on the part of Acquiror set forth in this Agreement, or if any representation or warranty of Acquiror shall have become untrue, in either case such that the conditions set forth in
Section 9.02(a) or Section 9.02(b) would not be satisfied (a "Terminating Acquiror Breach"); provided that, if such Terminating Acquiror Breach is curable by Acquiror through the exercise of its reasonable efforts and for so long as Acquiror continues to exercise such reasonable efforts, the Company may not terminate this Agreement under this Section 10.02(d); or

(e) by either Acquiror or the Company or any of the Shareholders, if there shall be any Order which is final and nonappealable preventing the consummation of the Merger, unless the party relying on such Order has not complied with its obligations under
Section 7.03(b).

10.02 EFFECT OF TERMINATION. In the event of any termination of this Agreement pursuant to Section 10.01, the Shareholders, the Company, Acquiror and Acquisition Sub shall

have no obligation or liability to each other except that (i) the provisions of Sections 7.02(c) and (d) and 7.06 shall survive any such termination, (ii) nothing herein and no termination pursuant hereto will relieve any party from liability for any breach of this Agreement, and (iii) any promissory note for funds advanced to the Company pursuant to Section 7.17 shall immediately become due and payable.

10.03 WAIVER AND AMENDMENT. Any provision of this Agreement may be waived at any time by the party that is entitled to the benefits thereof. This Agreement may not be amended or supplemented at any time, except by an instrument in writing signed on behalf of each party hereto. The waiver by any party hereto of any condition or of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other condition or subsequent breach.

10.04 ENTIRE AGREEMENT; THIRD PARTY BENEFICIARIES. This Agreement (including the Schedules and Exhibits hereto) constitutes the entire agreement and supersedes all other prior agreements and understandings, both oral and written, among the parties or any of them, with respect to the subject matter hereof, and neither this nor any document delivered in connection with this Agreement confers upon any person not a party hereto any rights or remedies hereunder except as provided in Article I and Article VIII hereof.

10.05 ASSIGNMENT. This Agreement shall inure to the benefit of and will be binding upon the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall not be assignable by any party hereto without the consent of the other parties hereto, except that the parties hereto agree that the rights and obligations of the Acquiror may be assigned to any direct or indirect wholly owned subsidiary of the Acquiror by written notice to all other parties hereto, but no such assignment shall in any way operate to enlarge, alter or change any obligation of or due to the Company or the Shareholders or relieve Acquiror of its obligations hereunder.

10.06 CERTAIN DEFINITIONS. For the purposes of this Agreement, unless the context clearly indicates otherwise, the term:

(a) "affiliate" means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned person;

(b) "business day" means any day other than a day on which banks in The Netherlands or the State of Texas are authorized or obligated to be closed;

(c) "Closing" shall have the meaning set forth in Section 1.11 of this Agreement, of persons interested in the transactions contemplated by this Agreement at which all documents deemed necessary by the parties to this Agreement to evidence the fulfillment or waiver of all conditions precedent to the consummation of the transactions contemplated by the Agreement are executed and delivered;

(d) "Closing Date" shall mean the date of the Closing as determined pursuant to Section 1.11 of this Agreement.

(e) "Competing Transaction" shall mean any proposal or offer from any person or entity (other than Acquiror or an affiliate of Acquiror) relating to any acquisition or purchase of all or (other than in the ordinary course of business) any material portion of the assets of, or any possible disposition or issuance of any Common Stock or any capital stock or other equity interests in the Company or any of its subsidiaries (or any rights or securities exercisable for or convertible into Common Stock or any such capital stock or other equity interests), or any merger or other business combination with, the Company or any of its subsidiaries;

(f) "control" (including the terms "controlled," "controlled by" and "under common control with") means the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of stock or as trustee or executor, by contract or credit arrangement or otherwise;

(g) "Intellectual Property Rights" shall mean: (a) all software, source code and object code, and modifications (including software under development), ideas and discoveries and inventions (whether or not patentable), trade secrets, information (confidential or otherwise), technical data, techniques, processes, methods, plans, designs, drawings, schematics, specifications, communications protocols, test procedures, algorithms, technology, know-how, customer lists, marketing and customer information, documentation, materials and works of authorship which are the subject matter of copyright, regardless of how embodied; (b) all intangible intellectual property rights therein, including the right to make, sell, license or otherwise distribute, and use, and any and all applications for United States or foreign patents or issued patents; all trademarks, service marks, trade names, or trade dress, and all pending or issued United States or foreign registrations thereof; and copyrights and United States and foreign applications and registrations thereof, including the rights to copy, sell, license or otherwise distribute, display, publish and create derivative works therefrom; (c) the BP Amoco License with BP Amoco; and (d) contracts, agreements and licenses with third parties pertaining to such matters.

(h) "person" means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, other entity or group (as defined in Section 13(d) of the Exchange Act);

(i) "subsidiary" or "subsidiaries" of the Company, Acquiror or any other person, means any corporation, partnership, joint venture or other legal entity of which the Company, Acquiror or any such other person, as the case may be (either alone or through or together with any other subsidiary), owns, directly or indirectly, 50% or more of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity;

(j) "Tax" or "Taxes" shall mean any and all taxes, charges, fees, levies, assessments, duties or other amounts payable to any federal, state, local or foreign taxing authority or agency, including, without limitation, (i) income, franchise, profits, gross receipts, minimum, alternative minimum, estimated, ad valorem, value added, sales, use, service, real or personal property, capital stock, license, payroll, withholding, disability, employment, social security, workers compensation, unemployment compensation, utility, severance, excise, stamp, windfall profits, transfer and gains taxes, (ii) customs, duties, imposts, charges, levies or other similar assessments of any kind, and (iii) interest, penalties and additions to tax imposed with respect thereto; and

(k) "Trading Day" shall mean each business day on which the New York Stock Exchange Market is open for trading.

10.07 NOTICES. All notices, requests, demands, claims and other communications that are required to be or may be given under this Agreement shall be in writing and (i) delivered in person or by courier, (ii) sent by telecopy or facsimile transmission, or (iii) mailed, certified first class mail, postage prepaid, return receipt requested, to the parties hereto at the following addresses:

If to the Company:     Coherence Technology Company, Inc.
                       1155 Dairy Ashford, Suite 600
                       Houston, Texas 77079
                       Attention: Patrick Keenan
                       Telecopy: (281) 870-1088

with a copy (which shall
  not constitute notice) to:       Baker & Botts, L.L.P.
                                   910 Louisiana
                                   Houston, Texas  77002-4995
                                   Attention:  Gene Oshman
                                   Telecopy:  (713) 229-1522

                                   c/o Altira Group, L.L.C.
                                   1625 Broadway, Suite 2150
                                   Denver, Colorado  80202-4725
                                   Attention:  Dirk W. McDermott
                                   Telecopy: (303) 623-3525

with a copy (which shall
  not constitute notice) to:       Baker & Botts, L.L.P.
                                   910 Louisiana
                                   Houston, Texas  77002-4995
                                   Attention:  Gene Oshman
                                   As Counsel to the Company, but
                                   not as Counsel to the Shareholders
                                   Telecopy:  (713) 229-1522

If to Acquiror
or Acquisition Sub:                Core Laboratories N.V.
                                   Herengracht 424
                                   1017 BZ Amsterdam
                                   The Netherlands
                                   Telecopy:  011-31-20-627-9886
                                   Attention:  Jacobus Schouten

         and                       Core Laboratories, Inc.
                                   5295 Hollister Road
                                   Houston, Texas  77040
                                   Telecopy:  (713) 744-6225
                                   Attention:  John D. Denson

with a copy (which shall
  not constitute notice) to:       Vinson & Elkins L.L.P.
                                   2300 First City Tower
                                   1001 Fannin Street
                                   Houston, Texas  77002-6760
                                   Telecopy:  (713) 615-5531
                                   Attention:  T. Mark Kelly

or to such other address as the parties hereto shall have furnished to the other parties hereto by notice given in accordance with this Section 10.07. Such notices shall be effective (i) if delivered in person or by courier, upon actual receipt by the intended recipient, (ii) if sent by telecopy or facsimile transmission, when the sender receives telecopier confirmation that such notice was received at the telecopier number of the addressee, or (iii) if mailed, upon the earlier of five (5) business days after deposit in the mail and the date of delivery as shown by the return receipt therefor.

10.08 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the substantive law of the State of Texas, without giving effect to the principles of conflicts of law thereof.

10.09 SEVERABILITY. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provision, covenants and restrictions of this Agreement shall continue in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term, provision, covenant or restriction is invalid, void or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

10.10 COUNTERPARTS. This Agreement may be executed in two or more counterparts, by original or facsimile signatures, each of which shall be an original, but all of which together shall constitute one and the same agreement.

10.11 HEADINGS. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

IN WITNESS WHEREOF, the Company and each of the Acquiror Companies have each caused this Agreement to be executed on its behalf by its officer thereunto duly authorized, and each of the Shareholders has executed this Agreement, all as of the date first above written.

CORE LABORATORIES N.V.

BY: CORE LABORATORIES INTERNATIONAL
B.V., its Sole Managing Director

By:  /s/ Jacobus Schouten
     --------------------
     Jacobus Schouten
     Managing Director

CORE COLORADO ACQUISITION, INC.

By:      /s/ David M. Demshur
         --------------------
Name:    David M. Demshur
Title:   President

COHERENCE TECHNOLOGY COMPANY, INC.

By:      /s/ Patrick G. Keenan
         ---------------------
Name:    Patrick G. Keenan
Title:   Chief Executive Officer

                                                  NUMBER OF
                                                  SHARES            NON-ACCREDITED         ACCREDITED
                                                  OF COMPANY        INVESTOR               INVESTOR
                                                  STOCK
SHAREHOLDERS                                      OWNED
                                                                                     (Please check one box)
/s/ Alexis M. Cranberg                                427,510           [ ]                    [X]
----------------------
Alexis M. Cranberg
McDermott & Associates, L.L.C.                        364,600           [ ]                    [X]

By:      /s/ Dirk W. McDermott
         ---------------------
Name:    Dirk W. McDermott
Title:   President

Altira Technology Fund I, L.L.C.                      169,960           [ ]                    [X]

By:      /s/ Dirk W. McDermott
         ---------------------
Name:    Dirk W. McDermott
Title:   President

/s/ Randall D. Keys                                   152,300           [ ]                    [X]
-------------------
James R. Newell
by Randall D. Keys, Attorney-in-Fact

R. Chaney & Partners II, L.P.                         100,000           [ ]                    [X]

By:      /s/ Curtis Harrell
         ------------------
Name:    Curtis Harrell
Title:   E.V.P. - R. Chaney & Co.

/s/ Patrick G. Keenan                                  13,420           [ ]                    [X]
---------------------
Patrick G. Keenan

/s/ Daniel S. Morris                                   12,000           [X]                    [ ]
--------------------
Daniel S. Morris

EXHIBIT A

ESCROW AGREEMENT

ESCROW AGREEMENT

This Escrow Agreement ("Escrow Agreement"), dated as of June 9, 1999, is entered into by and among Core Laboratories N.V., a Netherlands limited liability company ("Acquiror"); Core Colorado Acquisition, Inc., a Colorado corporation with its principal place of business in Houston, Texas and a wholly owned subsidiary of Core ("Acquisition Sub"), Coherence Technology Company, Inc., a Colorado corporation (the "Company"), Dirk McDermott (the "Shareholders' Representative") and Bankers Trust Company, as escrow agent ("Escrow Agent"). Defined terms used but not otherwise defined herein shall have the meanings set forth in the Merger Agreement (as defined below).

WHEREAS, Acquiror, Acquisition Sub, the Company, the Shareholders of the Company and the Shareholder's Representative have entered into an Agreement and Plan of Merger, dated June 9, 1999 (the "Merger Agreement"), pursuant to which Acquisition Sub is merging with and into the Company with the Company as the surviving corporation of such merger (the "Merger"), with the result that the surviving corporation will become a wholly-owned subsidiary of Acquiror and all of the outstanding shares of common stock, $0.001 par value of the Company (the "Company Stock") will be converted into Acquiror Shares; and

WHEREAS, pursuant to the Merger Agreement, the Company and the Shareholders have made certain representations, warranties, covenants and agreements to and with Acquiror and the Shareholders have agreed to indemnify, defend and hold harmless the Acquiror Indemnified Parties against Claims under Article VIII of the Merger Agreement; and

WHEREAS, the parties to the Merger Agreement have agreed to establish an escrow fund (the "Escrow Fund"), initially consisting of 17,055 Acquiror Shares and cash in the amount of $2,616.34, from which they may, subject to the terms and conditions of the Merger Agreement and this Escrow Agreement, satisfy the Shareholders' obligations to indemnify against Claims; and

WHEREAS, the Escrow Agent has agreed to act as the agent and custodian for the Escrow Fund for the benefit of the parties to the Merger Agreement; and

WHEREAS, pursuant to the Merger Agreement, the Appointment and the terms and conditions hereof, the Shareholders' Representative is authorized to serve as the representative and agent hereunder for each of the Shareholders with full power and authority to execute, deliver and act on each such Shareholder's behalf hereunder in all respects;

NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements, provisions and covenants contained in this Escrow Agreement and the Merger Agreement, the parties hereby agree as follows:

ARTICLE 1
ESTABLISHMENT OF ESCROW

(a) Acquiror, Acquisition Sub, the Company and the Shareholders' Representative each hereby appoint the Escrow Agent to act as agent and custodian for the Escrow Fund for their respective benefit pursuant to the terms of this Escrow Agreement, and the Escrow Agent hereby accepts such appointment pursuant to such terms.

(b) Pursuant to the terms of Section 1.06 of the Merger Agreement, Acquiror will cause to be delivered to, and directly deposited with, the Escrow Agent for the account and future potential benefit of the Shareholders a stock certificate representing 17,055 Acquiror Shares, which certificate shall be registered as follows: "Bankers Trust Company f/b/o Certain Former Shareholders of the Common Stock of Coherence Technology Company, Inc." and cash in the amount of $2,616.34 by wire transfer pursuant to the instructions set forth on Exhibit D, which cash shall be for the benefit of Dan Morris, a former Shareholder of Coherence Technology Company, Inc. All such Acquiror Shares hereby initially delivered to, and initially deposited with, the Escrow Agent, together with all subsequent stock dividends or distributions of other Acquiror Shares received in respect of such shares while deposited hereunder, together with the cash deposited for the benefit of Dan Morris, shall be referred to herein as the "Escrow Shares."

(c) The respective number of Escrow Shares to be initially deposited with the Escrow Agent by Acquiror for the account of each Shareholder is set forth on Exhibit A hereto.

(d) The Shareholders' Representative shall deliver to the Escrow Agent simultaneously herewith four stock powers duly executed and endorsed in blank in the form attached as Exhibit B with respect to each stock certificates representing the Escrow Shares, and the Escrow Agent hereby acknowledges receipt of the stock certificates representing the Escrow Shares and such executed stock powers. The Shareholders' Representative agrees to execute in the future such additional stock powers as may be required or requested by Acquiror or the Escrow Agent to transfer any Escrow Shares required in accordance with the provisions of the Merger Agreement and this Escrow Agreement.

(e) The Escrow Shares shall be retained, managed and disbursed by the Escrow Agent subject to the terms and conditions of this Escrow Agreement and Article VIII of the Merger Agreement. Each Shareholder shall have the full and unencumbered right to vote all Escrow Shares held for his account in the Escrow Fund on matters submitted to a vote of Acquiror's shareholders.

(f) All cash dividends and cash distributions on Escrow Shares, when and if distributed by Acquiror, and all additional Acquiror Shares, property or other securities, issued on or with respect to the Escrow Shares ("Additional Corpus"), including as a result of stock splits, stock dividends or other similar capital adjustments to, or recapitalizations on, or share

exchanges with (including by reason or merger, consolidation or other business combination involving Acquiror), the Acquiror Shares, or other securities, shall be retained in the Escrow Fund for the respective account of the Shareholders subject to the terms hereof.

ARTICLE 2
CLAIMS AGAINST ESCROW SHARES

(a) If Acquiror is entitled to indemnification from the Shareholders against a Claim pursuant to Section 8.01 (or any other section) of the Merger Agreement, then such Claim shall be satisfied by the Escrow Agent's delivery to Acquiror of the requisite number of Escrow Shares (determined in accordance with Article VIII of the Merger Agreement). Any Claim by Acquiror against the Shareholders shall be deemed to be paid and satisfied upon receipt by Acquiror from the Escrow Agent of stock certificates representing the requisite number of Escrow Shares (accompanied by stock powers duly executed and endorsed in blank covering such shares in accordance with Article 3 of this Escrow Agreement) and any Additional Corpus allocable to such Escrow Shares. As used in this Escrow Agreement, the term "Claim" shall have the same meaning as set forth in Section 8.01 of the Merger Agreement as it shall apply to any claim for indemnification asserted by Acquiror against the Shareholders pursuant to Section 8.01 (or any other section) of the Merger Agreement. As used in this Escrow Agreement with respect to entitlement to indemnification under the Merger Agreement, the term "Acquiror" shall include all parties included in the definition of "Acquiror Indemnified Parties" as set forth in Section 8.01 of the Merger Agreement.

(b) The delivery to Acquiror of Escrow Shares and Additional Corpus, if any, applicable to such Escrow Shares, in satisfaction of an indemnification claim hereunder shall be taken from the accounts of each Shareholder in the Escrow Fund as nearly as practical on a pro rata basis based on the initial ownership interest in all Escrow Shares initially deposited hereunder.

ARTICLE 3
PROCEDURE FOR CHARGE TO ESCROW

(a) Any Claim under the indemnification provisions of the Merger Agreement to be satisfied under this Escrow Agreement shall be made by Acquiror by notice to the Escrow Agent and the Shareholders' Representative, stating in specific terms the circumstances giving rise to the Claim, the basis for indemnification, specifying the amount of the Claim and making a request for any payment then believed due. A Claim shall be deemed to be finally resolved and appropriate for payment by the Escrow Agent when the conditions specified in clause (b) below have been met with respect thereto.

(b) For purposes of this Escrow Agreement, a "Final Instruction" shall mean a written notice given to the Escrow Agent directing the disbursement from the Escrow Fund of the amount of the Claim, and shall be signed both by Acquiror and by the Shareholders'

Representative except as otherwise provided in clause (ii) or (iii) below. A Final Instruction shall be delivered to the Escrow Agent under the following circumstances, and accompanied by the indicated documentation:

(i) If the Shareholders' Representative disputes either the validity, amount or calculation of the Claim, the Shareholders' Representative shall give written notice of such dispute to Acquiror, with a copy to the Escrow Agent, within 30 days after the delivery of notice of the Claim by Acquiror. Such notice shall set forth the reasons and basis for disputing such Claim and the amount in dispute. In such circumstances, no Final Instruction may be given to the Escrow Agent except as provided in clause (iii) below.

(ii) If the Shareholders' Representative fails to respond to the Claim within 30 days after the delivery to the Shareholders' Representative and the Escrow Agent of the notice of the Claim, or if the Shareholders' Representative notifies the Escrow Agent that there is no dispute with respect to the Claim, Acquiror shall have the right to deliver to the Escrow Agent a Final Instruction, signed only by Acquiror, with respect to the Claim.

(iii) In the case of a dispute, the Escrow Agent shall not disburse any of the Escrow Fund in connection with the disputed amount of such Claim until such time as the Escrow Agent receives a Final Instruction with respect to such disputed Claim as set forth below. Upon receipt of such notice of dispute by Acquiror, both Acquiror and the Shareholders' Representative shall use all reasonable efforts to cooperate and arrive at a mutually acceptable resolution of such dispute within the next 30 days. If the Shareholders' Representative and the Acquiror reach an agreement with respect to such dispute, the Shareholders' Representative and the Acquiror shall give to the Escrow Agent a Final Instruction, signed by both the Shareholders' Representative and the Acquiror, with respect to the Claim. If a mutually acceptable resolution cannot be reached between Acquiror and the Shareholders' Representative within such 30-day period, either party may submit the dispute for resolution by binding arbitration pursuant to the provisions of this Article 3. If a party elects to submit such matter to arbitration, such party shall provide notice to the other party of its election to do so, and the parties shall attempt to appoint a single arbitrator. If the parties are unable within 10 days after receipt of the notice to agree on a single arbitrator, then each party shall appoint one arbitrator, and the two arbitrators so appointed shall name a third arbitrator within a period of 10 days of their nomination. If the two arbitrators fail to appoint a third arbitrator within such 10-day period, a third arbitrator shall be appointed pursuant to the then existing Commercial Arbitration Rules (the "Rules") of the American Arbitration Association ("AAA"). In all respects, such panel and the arbitration proceeding shall be governed by the Rules, and the place of arbitration shall be in a city mutually selected by Acquiror and the Shareholders' Representative (or, if no city can be mutually agreed upon within 10 days, then in Houston, Texas). If it is finally determined that all or a portion of such Claim amount is owed to an Acquiror Indemnified Party, the Acquiror Indemnified

Party shall be entitled to payment of such Claim upon presentation of a Final Instruction signed by Acquiror and accompanied by a copy of the arbitration order. Judgment upon the award resulting from arbitration may be entered in any court having jurisdiction for direct enforcement, or any application may be made to a court for a judicial acceptance of the award and an order of enforcement, as the case may be.

(c) Promptly after resolution of a Claim as provided in clause (b) above, the Escrow Agent shall satisfy such Claim by delivering to Acquiror the amount of the Escrow Fund calculated in accordance with Section 8.05 of the Merger Agreement or, if the value of the Escrow Fund held hereunder is less than the amount of such Claim, by delivering to Acquiror all of the Escrow Fund then held hereunder. Any Escrow Shares delivered to Acquiror in satisfaction of a Claim hereunder shall be accompanied by duly executed blank stock powers (in the form attached as Exhibit B) therefor and any such Escrow Shares so delivered shall be free and clear of any interest of the Shareholders or Escrow Agent therein. If the amount of the Escrow Shares to be delivered to Acquiror is not available in that specified certificate denomination then the Escrow Agent should request the necessary denomination from the stock transfer agent at the following address: American Stock Transfer & Trust Company, 40 Wall Street, New York, NY 10005, Attention: Jennifer Donnovan.

ARTICLE 4
DISPOSITION OF ESCROW FUND

(a) The Escrow Fund held hereunder shall be released by the Escrow Agent to Shareholders' Representative, on the first to occur of (i) the issuance of the first audit report following the Closing Date of the consolidated financial statements of Acquiror which includes the Surviving Corporation and
(ii) the first anniversary of the Closing Date. The date the event described in either of the preceding clauses (i) and (ii) occurs is referred to herein as the "Distribution Date." Notwithstanding any other provision hereof, if on the Distribution Date any unresolved Claim is then pending hereunder, only the amount of the Escrow Fund having a value in excess of the value required to satisfy such Claim (Escrow Shares being valued for such purpose in accordance with Article VIII of the Merger Agreement) as determined in good faith by Acquiror shall be released to the Shareholders Representative.

(b) At such later time as all Claims have been finally resolved and the amount of all such Claims has been paid to Acquiror, the balance of the Escrow Fund then held hereunder, if any, shall be disbursed to the Shareholders' Representative. The Shareholders' Representative shall have no personal liability as a result of any actions taken in such position to Acquiror, Acquisition Sub or any of the Acquiror Indemnified Parties or to any Shareholder in either case with respect to the disposition of the Escrow Shares or any other action taken by him as the Shareholders' Representative, unless such actions constitute gross negligence or willful misconduct.

(c) The escrow established by this Escrow Agreement shall continue in effect until release of the entire Escrow Fund pursuant to the provisions hereof.

(d) No fractional Acquiror Shares shall be delivered at any time by the Escrow Agent and the Escrow Agent shall be authorized to adjust shares between the accounts of the Shareholders to eliminate fractional shares.

ARTICLE 5
PROVISIONS RELATING TO THE ESCROW AGENT

(a) The Escrow Agent shall have no duties or responsibilities whatsoever with respect to the Escrow Fund except as are specifically set forth herein. The Escrow Agent shall neither be responsible for or under, nor chargeable with knowledge of the terms and conditions of, any other agreement, instrument or document in connection herewith other than Article VIII of the Merger Agreement, which is incorporated herein by reference. The Escrow Agent may conclusively rely upon, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to any written notice, instrument, request, consent, certificate, document, letter, telegram, opinion, order, resolution or other writing hereunder without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, identity or authority of any party purporting to sign or deliver such document. The Escrow Agent shall have no responsibility for the contents of any such writing contemplated herein and may rely without any liability upon the contents thereof.

(b) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or with the rights or powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with advice of counsel (which counsel may be of the Escrow Agent's own choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except for its own willful misconduct or gross negligence.

(c) Each of the Acquiror and Shareholder's Representative agrees to jointly and severally indemnify the Escrow Agent and its employees, directors, officers and agents and hold each harmless against any and all liabilities incurred by it hereunder as a consequence of such party's action, and the parties agree jointly and severally to indemnify the Escrow Agent and hold it harmless against any claims, costs, payments, and expenses (including the fees and expenses of counsel) and all liabilities incurred by it in connection with the performance of its duties hereunder and them hereunder, except in either case for claims, costs, payments and expenses (including the fees and expenses of counsel) and liabilities incurred by the Escrow Agent resulting from its own willful misconduct or gross negligence.

(d) The Escrow Agent may resign as such following the giving of 60 days' prior written notice to Acquiror and the Shareholders' Representative. Similarly, the Escrow Agent

may be removed and replaced following the giving of 60 days' prior written notice to the Escrow Agent jointly by Acquiror and the Shareholders' Representative. In either event, the duties of the Escrow Agent shall terminate 60 days after the date of such notice (or at such earlier date as may be mutually agreeable), except for its obligations to hold and deliver the Escrow Fund to the successor Escrow Agent; and the Escrow Agent shall then deliver the balance of the Escrow Fund then in its possession to such a successor Escrow Agent as shall be appointed by Acquiror and the Shareholders' Representative as evidenced by a written notice filed with the Escrow Agent. If Acquiror and the Shareholders' Representative are unable to agree upon a successor Escrow Agent by the effective date of such resignation or removal, the then acting Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief; and any such resulting appointment shall be binding upon all of the parties hereto. Upon acknowledgment by any successor Escrow Agent of the receipt of the then remaining balance of the Escrow Fund, the then acting Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Escrow Agreement.

(e) The Escrow Agent shall not be bound in any way by any agreement, other than this Escrow Agreement. A copy of the Merger Agreement, together with the Schedules and Exhibits thereto, has been provided to the Escrow Agent in connection with the execution of this Escrow Agreement and the Escrow Agent understands that the terms of the Shareholders' indemnification obligations are set forth in Article VIII of the Merger Agreement. The Merger Agreement forms an integral part of this Escrow Agreement and, therefore, Article VIII thereof is hereby incorporated by reference herein.

(f) The Escrow Agent shall be under no duty to institute or defend any arbitration or legal proceeding with respect to the Escrow Fund or under this Escrow Agreement and none of the costs or expenses or any such proceeding shall be borne by the Escrow Agent. The costs and expenses of any such proceeding shall be borne as decided by the arbitrators or court and shall be direct obligations of Acquiror or the Shareholders' Representative, as the case may be, and shall not be satisfied in any way by the Escrow Fund.

ARTICLE 6
SECURITY INTEREST

The Shareholders' Representative hereby grants to Acquiror, in the name of and on behalf of the Shareholders, a first priority security interest in each of the Shareholder's respective rights, title to and interest in the Escrow Fund held under this Escrow Agreement, for the purpose of securing, or partially securing, each and all of their indemnification obligations to Acquiror pursuant to Article VIII of the Merger Agreement. The Shareholders' Representative agrees to execute and deliver any such further instruments as Acquiror or Escrow Agent may request from time to time evidencing such security interest.

ARTICLE 7
NOTICES

All notices, requests, demands, claims and other communications which are required to be or may be given under this Escrow Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered in person or by courier, (ii) sent by telecopy or facsimile transmission, answer back requested, or (iii) mailed, by registered or certified mail, postage prepaid, return receipt requested, to the parties hereto at the following addresses:

(a) If to Acquiror:

Core Laboratories N.V.

Herengracht 424
1017 BZ Amsterdam
The Netherlands
Telecopy: 011-31-20-627-9886
Attention: Jacobus Schouten

and

Core Laboratories, Inc.
5295 Hollister Road
Houston, Texas 77040
Telecopy: (713) 744-6225
Attention: John D. Denson

with a copy (which shall not constitute notice) to:

Vinson & Elkins L.L.P.
2300 First City Tower
1001 Fannin Street
Houston, Texas 77002-6760
Telecopy: (713) 615-5531
Attention: T. Mark Kelly

(b) If to the Escrow Agent:

Bankers Trust Company 4 Albany Street New York, NY 10006 Telecopy: (212) 250-6392 Attention: Tom Hacker

(c) If to the Shareholders' Representative:

c/o Altira Group, L.L.C.

1625 Broadway, Suite 2150
Denver, Colorado 80202-4725
Telecopy: (303) 623-3525
Attention: Dirk W. McDermott

or to such other address as any party shall have furnished to the other by notice given in accordance with this Article 7. Such notices shall be effective, (i) if delivered in person or by courier, upon actual receipt by the intended recipient, (ii) if sent by telecopy or facsimile transmission, when the answer back is received, or (iii) if mailed, upon the earlier of five business days after deposit in the mail and the date of delivery as shown by the return receipt therefor.

ARTICLE 8
BINDING EFFECT; OTHER INTERESTS

This Escrow Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. Nothing herein is intended or shall be construed to give any other person (including, without limitation, any creditors of Escrow Agent, Acquiror, the Company or the Shareholders' Representative) any right, remedy or claim under, in or with respect to this Escrow Agreement or the Escrow Fund held hereunder. The Escrow Agent shall not have a lien or adverse claim upon, or any other right whatsoever to payment from, the Escrow Fund (or dividends or distributions paid thereon) for or on account of any right to payment or reimbursement hereunder or otherwise.

ARTICLE 9
GOVERNING LAW

This Escrow Agreement shall be construed and enforced in accordance with the laws of the State of Texas, excluding any choice of law rules that may direct the application of the laws of another jurisdiction.

ARTICLE 10
COMPENSATION; EXPENSES

The Escrow Agent shall be entitled to payment from Acquiror for customary fees and expenses for all services rendered by it hereunder in accordance with Exhibit C attached hereto (as such schedule may be amended from time to time), payable on the closing date. The Escrow Agent shall also be entitled to reimbursement on demand for all loss, liability, damage or expenses paid or incurred by it in the administration of its

duties hereunder, including, but not limited to, all counsel, advisors' and agents' fees and disbursements and all taxes or other governmental charges, such amounts to be shared equally between the Acquiror and the Shareholders' Representative.

ARTICLE 11
TERM

This Escrow Agreement shall terminate on the later of (i) the Distribution Date or (ii) the date on which all Claims, if any, asserted by Acquiror pursuant to the terms of this Escrow Agreement and the Merger Agreement shall have been conclusively resolved and paid pursuant to this Escrow Agreement and the Merger Agreement. The rights of the Escrow Agent and the obligations of the other parties hereto under Articles 5 and 10 shall survive the termination thereof and the resignation or removal of the Escrow Agent.

ARTICLE 12
AMENDMENT AND MODIFICATION

Acquiror, Shareholders' Representative and the Escrow Agent may amend, modify and/or supplement this Escrow Agreement as they may mutually agree in writing.

ARTICLE 13
COUNTERPARTS

This Escrow Agreement may be executed in two or more counterparts or by facsimile, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.

ARTICLE 14
HEADINGS

The headings used in this Escrow Agreement are for convenience only and shall not affect the construction hereof.

ARTICLE 15
ASSIGNABILITY

Neither this Escrow Agreement nor any interest herein or in the Escrow Fund may be assigned or transferred, voluntarily or by operation of law, by Acquiror, the Shareholders' Representative or the Escrow Agent, except pursuant to the laws of descent and distribution; provided, however, that Acquiror may assign this Escrow Agreement and any or all interest herein to any direct or indirect wholly owned subsidiary of Acquiror upon notice to all parties and, thereupon such assignee shall fully assume and

succeed to all of the assignors' rights, benefits, obligations, duties and responsibilities hereunder.

Notwithstanding the foregoing, if the Shareholders' Representative is unable or unwilling to carry out his duties as Shareholders' Representative, then the Shareholder who beneficially held the next highest number of shares of Company Stock immediately prior to the Effective Time (unless such Shareholder is then employed or serves as a director of Acquiror or its affiliates), shall be designated and appointed as the Shareholders' Representative, and shall assume all of the powers and duties of the Shareholders' Representative under the Merger Agreement and the Escrow Agreement. If any successor Shareholders' Representative becomes unable or unwilling to carry out his duties as Shareholders' Representative, his replacement shall be the Shareholder who beneficially held next highest number of shares of Company Stock immediately prior to the Effective Time.

ARTICLE 16
TAX WITHHOLDING

Notwithstanding anything to the contrary set forth herein, the Escrow Agent is authorized to withhold from any proposed distribution to the Shareholders from the Escrow Fund such amount as is necessary for the purpose of complying with the Escrow Agent's obligations under federal, state or local tax provisions; provided, however, that such withholding shall not reduce the amount of the Escrow Fund which may otherwise be required to be delivered to Acquiror under Article 3 hereof. In the event that there are insufficient funds remaining to pay any withholding obligations after distribution of the Escrow Funds to Acquiror, such liability shall be the responsibility of the Shareholders.

ARTICLE 17
SEVERABILITY

If any term, provision, covenant or restriction of this Escrow Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provision, covenants and restrictions of this Escrow Agreement shall continue in full force and effect and shall in no way be affected, impaired or invalidated unless such an interpretation would materially alter the rights and privileges of any party hereto or materially alter the terms of the transactions contemplated hereby.

ARTICLE 18
DESIGNEES FOR INSTRUCTIONS

Acquiror may, by notice to the Escrow Agent, designate one or more persons who will execute notices and from whom the Escrow Agent may take instructions hereunder. Such designations may be changed from time to time upon notice to the Escrow Agent

from Acquiror. The Escrow Agent will be entitled to rely conclusively on any notices or instructions from any person so designated by Acquiror.

ARTICLE 19
MEDIATION AND ARBITRATION

(a) Except as provided in Article 3 of this Escrow Agreement for disputes relating to claims against the Escrow Fund:

(i) Before the institution of any litigation between any persons relating to this Escrow Agreement, including any dispute over the application or interpretation of any provision hereof, if negotiations and other discussions fail, at the election of any party to this Escrow Agreement, such dispute shall be first submitted to mediation in accordance with the provisions of the Commercial Mediation Rules of the AAA before resorting to arbitration. The parties agree to conduct the mediation in good faith and make reasonable efforts to resolve their dispute by mediation. The place of the mediation shall be in a city mutually selected by the parties (or, if no city can be mutually agreed upon within ten (10) days, then in Houston, Texas).

(ii) If the dispute is not resolved by the mediation required under the preceding subsection, such dispute shall, at the election of any party to this Escrow Agreement, be subject to binding arbitration in accordance with the provisions of the Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall be heard before a panel of three (3) arbitrators selected in accordance with the procedures therefor set forth in Article 3 of this Escrow Agreement. The parties agree to use the Houston, Texas office of the AAA and the place of arbitration shall be in a city mutually selected by the parties (or, if no city can be mutually agreed upon within ten (10) days, then in Houston, Texas).

(iii) The prevailing party in any mediation, arbitration or litigation shall be entitled to recover from the other party reasonable attorneys' fees, court costs and the administrative costs, fees and expenses of the AAA, each as applicable, incurred in the same, in addition to any other relief that may be awarded.

(b) If either party appeals the decision of the arbitrators, the parties agree that the United States Judicial District including Harris County, Texas, and the state courts within Harris County, Texas, shall have exclusive venue and jurisdiction of same.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Escrow Agreement as of the day and year first above written.

CORE LABORATORIES N.V.

BY: CORE LABORATORIES INTERNATIONAL
B.V., its Sole Managing Director

CORE COLORADO ACQUISITION, INC.

COHERENCE TECHNOLOGY COMPANY, INC.

SHAREHOLDERS' REPRESENTATIVE:

BANKERS TRUST COMPANY, as Escrow Agent

SHAREHOLDER                                           ESCROW AGREEMENT
Alexis M. Cranberg                                         5,939
McDermott & Associates, L.L.C.                             5,065
Altira Technology Fund I, L.L.C.                           2,361
James R. Newell                                            2,115
R. Chaney & Partners II, L.P.                              1,389
Patrick G. Keenan                                            186
                                                    -------------------
Total                                                     17,055
                                                    ===================

Exhibit B to Escrow Agreement

CORE LABORATORIES N.V.
COMMON STOCK

STOCK POWER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________ __________________ (______) shares of the Common Stock of Core Laboratories N.V., standing in my(our) name(s) on the books of said Corporation represented by Certificate(s) No(s). _________ herewith, and do hereby irrevocably constitute and appoint Bankers Trust Company attorney to transfer the said stock on the books of said Corporation with full power of substitution in the premises.

Exhibit C to Escrow Agreement

BANKERS TRUST COMPANY
CORPORATE TRUST AND AGENCY SERVICES

SCHEDULE OF FEES FOR
CORE LABORATORIES & COHERENCE TECHNOLOGY COMPANY ESCROW

A. Annual Administration Fee: $4,000
(Payable at closing and each subsequent anniversary)

These fees cover the review and execution of the Escrow Agreement, establishment of the appropriate custody account, the receipt and distribution of the Escrowed Shares, and all normal administrative time spent coordinating with other members of the working group.

Note: The fees set forth in this schedule are subject to review of documentation. The fees are also subject to change should circumstances warrant. Out-of-pocket expenses and disbursements, including counsel fees, incurred in the performance of our duties will be added to the billed fees. Fees for any services not covered in this or related schedules will be based upon our appraisal of the services rendered.

We may place orders to buy/sell financial instruments with outside broker-dealers that we select, as well as with BT or its affiliates. These transactions (for which normal and customary spreads or other compensation may be earned by such broker-dealers, including BT or its affiliates, in addition to the charges quoted above) will be executed on a riskless principal basis solely for your account(s) and without recourse to us or our affiliates. If you choose to invest in any mutual fund, BT and/or our affiliates may earn investment management fees and other service fees/expenses associated with these funds as disclosed in the mutual fund prospectus provided to you, in addition to the charges quoted above. Likewise, BT has entered into agreements with certain mutual funds or their agents to provide shareholder services to those funds. For providing these shareholder services, BT is paid a fee by these mutual funds that calculated on an annual basis does not exceed 25 basis points of the amount of your investment in these mutual funds. In addition, if you choose to use other services provided by BT or its affiliates, Corporate Trust or other BT affiliates may be allocated a portion of the fees earned. We will provide periodic account statements describing transactions executed for your account(s). Trade confirms will be available upon your request at no additional charge. If a transaction should fail to close for reasons beyond our control, we reserve the right to charge our acceptance fee plus reimbursement for legal fees incurred.

Shares of mutual funds are not deposits or obligations of, or guaranteed by, Bankers Trust Company or any of its affiliates and are not insured by the Federal Deposit Insurance Corporation or any other agency of the U.S.

JUNE, 1998

Exhibit D to Escrow Agreement

ABA # 021001033
Acct # 01419647
Ref: Core Laboratories
Elizabeth Eukers/Environmental Escrow

EXHIBIT B

APPOINTMENT OF
SHAREHOLDERS' REPRESENTATIVE

APPOINTMENT OF SHAREHOLDERS' REPRESENTATIVE

This Appointment of Shareholders' Representative, dated as of June 9, 1999 (the "Appointment"), is made and entered into by and among Dirk W. McDermott, as the agent and attorney-in-fact (the "Shareholders' Representative"), and the persons listed under the heading "Shareholders" on the signature page of this Appointment, as the principals (individually, a "Shareholder", and collectively, the "Shareholders"). This is the Appointment required by Section 1.06(a) of that certain Agreement and Plan of Merger, dated as of this date (the "Merger Agreement"), entered into by and among Core Laboratories N.V., a Netherlands limited liability company ("Acquiror"), Core Colorado Acquisition, Inc. a Colorado corporation ("Acquisition Sub"), Coherence Technology Company, Inc., a Colorado corporation (the "Company"), and the Shareholders of Coherence Technology Company, Inc. Capitalized terms used but not defined in this Appointment shall have the meanings given to them in the Merger Agreement or in the Escrow Agreement. This Appointment is subject to the terms and conditions of the Merger Agreement, the Escrow Agreement, and the other transaction documents referenced in the Merger Agreement, each of which is hereby incorporated by reference.

RECITALS

WHEREAS, the Shareholders collectively are the legal and beneficial owners and holders of record of all of the issued and outstanding Company Common Stock; and

WHEREAS, pursuant to the Merger Agreement, Acquisition Sub will be merged with and into the Company, with the Company as the Surviving Corporation of the Merger, and the Company Stock of each Shareholder will be converted into Acquiror Shares based on the Exchange Ratio, and certain of the Acquiror Shares of each Shareholder will be deposited into escrow, upon the terms and subject to the conditions of the Merger Agreement and Escrow Agreement; and

WHEREAS, each of the Shareholders desires to appoint Shareholders' Representative as his agent and attorney-in-fact for the specific purposes set forth herein in connection with the performance of the Escrow Agreement and provisions of the Merger Agreement specifically relating thereto; and

WHEREAS, the parties acknowledge that Acquiror will be relying upon this Appointment in entering into the Merger Agreement and Escrow Agreement, and in consummating the Merger, and consent to such reliance.

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, and covenants stated in this Agreement, and the other good and valuable consideration exchanged between the parties, the receipt and sufficiency of which is hereby acknowledged, the parties intending to be legally bound agree as follows:

AGREEMENTS

1. APPOINTMENT. Each of the Shareholders hereby irrevocably makes, constitutes, and appoints Shareholders' Representative as his agent and true and lawful attorney-in-fact, for him, and in his name, place, and stead, to do any and all of the following:

a. To execute, amend, deliver, acknowledge, file, certify, waive, and perform pursuant to the terms of the Escrow Agreement, and to take and perform all other acts and execute and deliver all other documents that are necessary or advisable to give effect to and fully perform the Escrow Agreement, as Shareholders' Representative determines in his sole discretion to be in the best interests of the Shareholders;

b. To give and receive all notices and other communications, whether written and oral, on such Shareholder's behalf with respect to the Escrow Agreement;

c. To act and perform, or not act or perform, as Shareholders' Representative determines in his sole discretion to be in the best interests of the Shareholders, with respect to any notices or other communications, whether written or oral, received with respect to the Agreement;

d. To control the disposition of the Escrow Funds of each Shareholder in accordance with the terms of the Escrow Agreement, including, but not limited to, paying or otherwise settling all Claims against such Escrow Funds;

e. To execute, amend, deliver, acknowledge, file, certify, waive, and perform all instruments, certificates, and other documents required by or necessary or advisable to perform under this Appointment;

f. To take, or not take, such other actions relating to the foregoing which a person with the authority granted to Shareholders' Representative hereunder could reasonably be expected to perform, or not perform, as the case may be; and

g. With respect to any claims for indemnification by the Acquiror Indemnification Parties under the Escrow Agreement, to adjust and upon release of the Escrow Funds to reallocate the Escrow Funds between the accounts of the Shareholders to reflect, as nearly as practicable and as determined in good faith by the Shareholders' Representative, (i) a pro rata reduction of the Shareholders' accounts in satisfaction of claims arising out of a breach by the Company (in the event that previous reductions in such accounts were not effected on a pro rata basis) and/or (ii) an individual reduction of the account or accounts of any Shareholder or Shareholders with respect to claims arising out of a breach attributable to such Shareholder or Shareholders to the extent that any other Shareholders' account has been reduced in respect to

such breach. It is understood and agreed that Dan Morris shall be entitled, if at all, to receive his share of the Escrow Funds only in cash.

In performing under this Appointment, every act and performance, or failure to act and perform, shall be with the same effect as if the Shareholders were acting and performing, or not doing so, personally for themselves and in their own names, and each Shareholder hereby agrees to be bound by and ratifies and confirms as his own act all the Shareholders' Representative shall do, or cause to be done, under this Appointment. Further, every act and performance, or failure to act and perform, by Shareholders' Representative shall be conclusive evidence of his determination that such act and performance, or refusal to do so, was in the best interests of the Shareholders.

2. LIMITATION OF LIABILITY. Notwithstanding any provision in this Appointment to the contrary, the Shareholders' Representative shall have no personal liability to any of the Shareholders, Acquiror, Acquisition Sub, or any other person, as a result of any actions taken, or not taken, under this Appointment, unless such actions constitute gross negligence or willful misconduct by the Shareholders' Representative.

3. REVIEW OF TRANSACTION DOCUMENTS. Each of the Shareholders represents and warrants to the Shareholders' Representative that he has read the Merger Agreement, the Escrow Agreement, and the other transaction documents referenced in the Merger Agreement by which he is bound, and understands his rights, liabilities, and obligations thereunder. Each of the Shareholders agrees that, as to each liability or obligation of his under the Escrow Agreement, he will promptly perform all actions requested by the Shareholders' Representative with respect thereto (including, but not limited to, making payment of or otherwise settling any indemnification obligation under Article VIII of the Merger Agreement).

4. COMPENSATION. The Shareholders' Representative shall not be entitled to any compensation for performing under this Appointment.

5. IRREVOCABLE; TERMINATION.

a. The death or incapacity of any Shareholder shall not terminate this Appointment. This Appointment is irrevocable and subject only to termination pursuant to the following subsection. The appointment of Shareholders' Representative is coupled with an interest in that Shareholders' Representative is also a beneficial Shareholder, and thereby has a present, legal and beneficial interest in the Company Stock.

b. This Appointment shall become effective at the Effective Date and shall terminate, without any notice or further action on the part of any party hereto, upon the natural expiration, or earlier termination, of the Escrow Agreement or with respect to any particular Shareholders at such earlier time as that Shareholder no longer holds any Escrow Shares or

Additional Corpus (the "Termination Date"). From and after the Termination Date, the Shareholders' Representative shall have no further liability or obligation with respect to the Shareholders or Shareholder, as the case may be, under this Appointment (except for any liability or obligation accruing prior to the Termination Date).

6. SUBSTITUTE SHAREHOLDERS' REPRESENTATIVE. In the event the Shareholders' Representative dies or earlier resigns from this Appointment or is otherwise unable or unwilling to carry out his duties as the Shareholders' Representative, then the Shareholder who beneficially held the next highest number of shares of Company Stock immediately prior to the Effective Time (unless such Shareholder is then employed or serves as a director of Acquiror or its affiliates), shall be designated and appointed as the Shareholders' Representative, and shall assume all of the powers and duties of the Shareholders' Representative under this Appointment. If any successor Shareholders' Representative becomes unable or unwilling to carry out his duties as Shareholders' Representative, his replacement shall be the Shareholder who beneficially held next highest number of shares of Company Stock immediately prior to the Effective Time. Any successor Shareholders' Representative shall perform subject to the terms and conditions of this Appointment as then in effect and have the identical duties and functions of the Shareholders' Representative hereunder.

7. INDEMNIFICATION OF SHAREHOLDERS' REPRESENTATIVE. The Shareholders, jointly and severally, agree to indemnify and hold the Shareholders' Representative harmless from and against any loss, liability, damage, cost, or expense (including, but not limited to, legal fees and expenses) incurred by him arising out of or in connection with the Shareholders' Representative's performance under this Appointment.

8. NOTICES. Any notice required or permitted by this Appointment shall be in writing and shall be sufficiently given if personally delivered, mailed by certified or registered mail, return receipt requested, facsimile or sent by Federal Express (or other guaranteed and receipted delivery service) to the Shareholders' Representative at c/o Altira Group, L.L.C., 1625 Broadway, Suite 2150, Denver, Colorado 80202-4725, Telecopy: (303) 623-3525, Attention: Dirk W. McDermott, and to each Shareholder at the address listed for him on the signature page of this Appointment, (or such other addresses as specified by written notice timely given to the other parties). Any notice given in accordance with this section is effective three (3) business days after the date on which the same was delivered or deposited, as applicable for the notice procedure used.

9. MISCELLANEOUS.

a. ASSIGNABILITY; BINDING EFFECT. This Appointment is personal to the Shareholders' Representative and the Shareholders. Except as otherwise herein, no party may assign or delegate any rights or obligations under this Appointment without the prior written

consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

b. WAIVER. There can be no waiver of any term, provision, or condition of this Appointment which is not in writing signed by the party against whom the waiver is sought to be enforced. Waiver by any party of the default or breach of any provision of this Appointment by another shall not operate or be construed as a waiver of any subsequent default or breach.

c. SEVERABILITY. If any one or more of the provisions of this Appointment for any reason is held to be illegal, invalid, or unenforceable, the illegality, invalidity, or unenforceability will not affect, impair, or invalidate any other provision of this Appointment, which will be construed as if the illegal, invalid, or unenforceable provision had not been contained in the Appointment and, in lieu thereof, there will be added automatically as a part of this Appointment a provision as similar in terms to the illegal, invalid, or enforceable provision as possible and be legal, valid, and enforceable.

d. FURTHER ASSURANCES. The parties agree to take such further actions, including the execution and delivery of any documents, as may be required, necessary, or desirable for the performance of this Appointment.

e. ENTIRE AGREEMENT; HEADINGS; INCORPORATION BY REFERENCE. This Appointment, together with the other documents, exhibits, schedules, and instruments referred to herein, constitutes the entire agreement between the parties relating to the subject matter hereof, and supersedes all previous agreements, written or oral. Except as provided otherwise in this Appointment, this Appointment shall not be amended or modified except by an instrument in writing signed by all parties. Headings are for convenience of reference only and shall not affect the interpretation or construction of this Appointment. All exhibits, schedules, documents, and instruments referred to in this Appointment are incorporated by reference for all purposes.

f. GOVERNING LAW: ATTORNEY'S FEES. Any dispute between the parties relating to this Appointment shall be construed under and in accordance with the laws of the State of Texas, and applicable federal law, and is fully performable in Houston, Texas. The prevailing party in any litigation shall be entitled to recover from the other party reasonable attorney's fees and court costs incurred in the same, in addition to any other relief that may be awarded.

g. MULTIPLE COUNTERPARTS. This Appointment may be executed in multiple counterparts, each of which shall constitute an original and all of which shall constitute one document; and furthermore, a facsimile signature shall be deemed an original.

IN WITNESS WHEREOF, the parties have executed this Appointment and caused the same to be duly delivered on their behalf on the date first written above.

[signatures on following page]

SHAREHOLDERS' REPRESENTATIVE

1625 Broadway, Suite 2150
Denver, Colorado 80202-4725

SHAREHOLDERS

McDermott & Associates, L.L.C.

1625 Broadway, Suite 2150
Denver, Colorado 80202-4725

Altira Technology Fund I, L.L.C.

R. Chaney & Partners II, L.P.

EXHIBIT C

FORM OF COMPANY AFFILIATES' LETTER

AFFILIATE'S AGREEMENT

Core Laboratories N.V.
Herengracht 424
1017 BZ Amsterdam
The Netherlands

Ladies and Gentlemen:

The undersigned has been advised that as of the date of the Acquisition Agreement (as defined below), the undersigned may have been deemed to be an "affiliate" of Coherence Technology Company, Inc., a Colorado corporation (the "Company"), as that term is defined for purposes of paragraphs (c) and (d) of Rule 145 of the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act").

Pursuant to the terms of that certain Agreement and Plan of Merger by and among Core Laboratories N.V., a Netherlands limited liability company (the "Acquiror"), Core Colorado Acquisition, Inc., a Colorado corporation and a wholly owned subsidiary of Acquiror, and the Company dated as of June 9, 1999 (the "Merger Agreement"), the undersigned received common shares, par value 0.03 Dutch guilders per share, of Acquiror ("Acquiror Shares").

The undersigned understands that the Merger (as defined in the Merger Agreement) will be treated for financial accounting purposes as a "pooling of interests" in accordance with United States generally accepted accounting principles and that the staff of the SEC has issued certain guidelines that should be followed to ensure the pooling of the entities.

In consideration of the agreements contained herein, Acquiror's reliance on this letter in connection with the consummation of the Merger and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby represents, warrants and agrees that (i) the undersigned has not made any sale, transfer or other disposition of Acquiror Shares during the period commencing 30 days before the Closing (as defined in the Merger Agreement) and (ii) the undersigned will not make any sale, transfer or other disposition of Acquiror Shares from the Closing until such time as financial statements that include at least 30 days of combined operations of Acquiror and the Company after the Closing shall have been publicly reported, unless the undersigned shall have delivered to Acquiror prior to any such sale, transfer or other disposition, a written opinion from Arthur Andersen LLP, independent public accountants for Acquiror, or a written no-action letter from the accounting staff of the SEC, in either case in form and substance reasonably satisfactory to Acquiror, to the effect that such sale, transfer or other disposition will not cause the Merger not to be treated as a "pooling of interests" for financial accounting purposes in accordance with United States generally accepted accounting principles and the rules, regulations and interpretations of the SEC and (iii) the undersigned will

not make any sale, transfer or other disposition of any Acquiror Shares received by the undersigned pursuant to the Merger in violation of the Securities Act or the Rules and Regulations.

The undersigned also understands and agrees that stop transfer instructions will be given to Acquiror's transfer agent with respect to the Acquiror Shares received by the undersigned pursuant to the Merger and that there will be placed on the certificates representing such Acquiror Shares, or any substitutions therefor, a legend stating in substance as follows:

"These shares may only be transferred in accordance with the terms of an Affiliate's Agreement between the original holder of such shares and Core Laboratories N.V., a copy of which agreement is on file at the principal offices of Core Laboratories N.V."

If you are in agreement with the foregoing, please so indicate by signing below and returning a copy of this letter to the undersigned, at which time this letter shall become a binding agreement between us.

Very truly yours,

Address:

ACCEPTED this
____ day of ___________________, 1999

CORE LABORATORIES N.V.

EXHIBIT D

FORM OF EMPLOYMENT CONTRACT

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into effective as of July 1, 1999 (the "Effective Date") by and between Core Laboratories, Inc., a Delaware corporation ("Company"), and _______________ ("Employee").

R E C I T A L S :

A. The Company is a corporation duly organized under the laws of the State of Delaware.

B. Employee has sold his shares in Coherence Technology Company, Inc. to Company's parent company, Core Laboratories N.V., and has benefited as a shareholder from the acquisition by Company's parent company of all of the outstanding capital stock of Coherence Technology Company, Inc. pursuant to the Agreement and Plan of Merger dated June 9, 1999 among Core Laboratories N.V., Core Colorado Acquisition, Inc., Coherence Technology Company, Inc. and the stockholders of Coherence Technology Company, Inc. (the "Merger Agreement").

C. The Company desires to employ Employee, and Employee desires to be employed by the Company, to provide services for the Company and Company's customers pursuant to the provisions of this Agreement.

A G R E E M E N T S :

NOW, THEREFORE, for and in consideration of the premises and of the mutual covenants and agreements in this Agreement, the parties do agree and covenant as follows, intending to be legally bound:

1. EMPLOYMENT.

1.1. Engagement. The Company employs Employee, and Employee accepts employment with Company, as _______________ of the CTC Division (and in such other positions to which Employee may be assigned by Company) to render services to Company and to the customers of Company, as determined by the Board of Directors of Company (the "Board") and the appropriate authorized officers and agents of Company. Employee shall maintain regular full-time office/work hours in accordance with Company policies. Except as may be otherwise provided for in this Agreement, during the term of this Agreement, Employee shall not, without the prior written consent of Company, render compensable services except as an employee of Company or directly or indirectly engage in any business activity that competes with the business of Company, that duplicates a service provided by Company, or that is adverse to the business of Company.

1.2. Right to Fees. Any and all Service Fees generated during the term of this Agreement shall belong to Company. "Service Fees" shall include, but not be limited to, fees or remuneration generated by the provision of services by Employee in Employee's capacity as an employee of Company. It is specifically understood and agreed that Employee shall have no right or claim to any portion of Service Fees, except as otherwise provided in this Agreement or by policies adopted by the Board or the authorized officers of Company.

1.3. Customer Agreements. From time to time Company may enter into agreements with customers or suppliers that may require Company and/or Employee to engage in certain activities. Employee will fully cooperate in such activities and will comply with any and all requirements of any customer or supplier agreement to which Company becomes a party. Employee shall have no authority to, and shall not, execute agreements binding Company unless Employee is a duly authorized officer or agent of Company acting as authorized.

1.4. Records of Company. During the term of this Agreement or any time thereafter, Employee shall not induce, solicit, or encourage any customer who has received or is receiving products or services from Company to seek such products or services from another source, including Employee. All business, financial, or other records, papers, and documents generated by Employee, Company, or employees or agents of Company shall belong to Company, and Employee shall have no right to keep or retain such records, papers, or documents after this Agreement is terminated.

2. DUTIES.

2.1. Professional Duties. Employee shall provide services exclusively for Company at facilities used by Company or at other locations as Company determines. Employee shall not render compensable services except as an employee of Company. Employee agrees to use Employee's best efforts in performing Employee's duties. Employee's essential duties shall also include without limitation:

2.1.1. Keeping and maintaining, or causing to be kept and maintained, appropriate records, reports, claims, and correspondence necessary and appropriate in connection with all services rendered by Employee under this Agreement, all of which records, reports, claims, and correspondence shall belong to Company;
2.1.2. Promoting the business of Company;
2.1.3. Attending to the administrative duties of the business of Company;
2.1.4. Performing all acts reasonably necessary to maintain and improve Employee's skills;
2.1.5. Assisting Company in fulfilling its contractual obligations, if any; and
2.1.6. Providing services to customers of Company in accordance with standards and policies adopted by Company from time to time.

3. COMPENSATION.

3.1. Base Salary. The monthly base salary of Employee shall be__________________ and ___/100 Dollars ($_______) during the first year of this Agreement. After the first year of this Agreement, the base salary of Employee may be adjusted by Company at its discretion. The base salary shall be payable in accordance with Company's schedule and policies.

3.2. Employment Taxes. Company shall withhold on behalf of Employee appropriate employment taxes.

3.3. Leave Time. Employee shall be entitled to vacation and other leave time in accordance with Company's policies. Paid vacation and leave time shall not increase the base salary or other compensation of Employee under this Agreement. Employee shall schedule vacation and leave time with reasonable notice to Company.

3.4. Other Benefits. Company may provide and make available to Employee other benefits of employment as determined by the Board, such as health, group disability, and group life insurance. Company does not guarantee or make any warranties regarding the insurability of Employee.

4. TERM AND TERMINATION.

4.1. Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of one year, unless sooner terminated in accordance with the terms of this Agreement.

4.2. Termination For Cause.

4.2.1. By Company. Company may terminate this Agreement immediately upon notice to Employee for any of the following reasons, which shall be deemed to be "cause":

4.2.1.1. Employee's failure or refusal to perform the duties required under this Agreement or to comply with the policies, standards, and regulations of Company that may be established from time to time, that apply to all Company employees;

4.2.1.2. Employee's conviction in a court of competent jurisdiction of any felony offense or of any misdemeanor offense involving moral turpitude;

4.2.1.3. The commission by Employee of (i) any criminal offense other than minor traffic violations, (ii) any public or private conduct that offends decency or morality, causes Employee to be held in public ridicule or scorn, or causes a public scandal, or (iii) any conduct that may harm the reputation or operations of Company or that is detrimental to the interests of Company;

4.2.1.4. Employee, for reasons other than illness, disability, family emergency, vacation scheduled in advance with reasonable notice to Company, or holidays, devotes less than Employee's full time to Employee's duties under this Agreement;

4.2.1.5. Employee takes any action, fails to take any action, engages in any activity, the result of which is contrary to the interest of Company, or in any way violates Company's ethics policy.

4.2.2. By Employee. Employee may terminate this Agreement immediately upon written notice to Company, which notice shall describe the reason for termination, for either of the following reasons:

4.2.2.1. Company dissolves;

4.2.2.2. Company materially fails to perform its duties under this Agreement and such failure continues for thirty (30) days after receipt of written notice.

4.3. Termination Without Cause. After the initial term, this Agreement may be terminated immediately by Employee or Company without cause. In the event of notice by either party of termination without cause, Company may limit Employee's activities during the notice period or Company may impose any other restrictions it deems necessary and reasonable.

4.4. Termination upon Death or Disability. This Agreement shall automatically terminate upon Employee's death. Any salary, bonus, or fringe benefits due at the time of death shall be paid on a pro rata basis. This Agreement shall also be deemed to terminate upon the commencement date of Employee's disability that does or is expected to continue for ninety (90) days. For purposes of this Agreement, the term "disability" means a documented illness or incapacity that keeps or is expected to keep Employee from resuming Employee's full-time duties for at least ninety (90) days; provided, however, that such ninety (90) day period shall not be deemed to be broken if Employee returns to work for no more than three consecutive working days during any given attempt to resume his or her regular work schedule.

4.5. Effect of Termination. Upon any termination of this Agreement, Company shall pay Employee the compensation due through the date of termination as full and final satisfaction of the terms of this Agreement, and Employee shall have no further claims against Company for compensation.

5. OUTSIDE ACTIVITIES AND NONCOMPETITION.

5.1. Covenant Not to Compete. Employee recognizes that Company's decision to enter into this Agreement is induced primarily because of the covenants and assurances made by Employee in this Agreement, that such covenants and assurances are a precondition to Employee's right to receive payments from Company's parent company in the form of stock in exchange for his shares in Coherence Technology Company, Inc., that Employee's covenant not to compete is necessary to ensure the continuation of the business of Company and the reputation of Company and the receipt and enjoyment of the benefits of the purchase of Coherence Technology Company, Inc., and that irrevocable harm and damage will be done to Company if Employee competes with Company. Therefore, Employee agrees that for a period of _____ years following the Effective Date or for a period of _____ year after the termination for any reason of Employee's employment with Company, whichever period is greater, Employee shall not, directly or indirectly, as an employee, employer, contractor, consultant, agent, principal, shareholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business or enterprise within Texas, Louisiana, Oklahoma, or Colorado (the "Noncompetition Territory") that is in competition in any manner whatsoever with the business of Company or any affiliate of Company (including, without limitation, Core Laboratories N.V. and its subsidiaries) without the prior written permission of Company. The parties mutually acknowledge all of the following:

(a) Employee's covenant not to compete is reasonable and is given as consideration for a portion of Employee's compensation and for a portion of the sales price for the shares of Coherence Technology Company, Inc.

(b) In exchange for Employee's covenants to Company in this Agreement, Company is furnishing to Employee, in addition to Employee's compensation, valuable consideration, including without limitation:

(i) full access to an established customer base;

(ii) the availability of expensive operating equipment, office equipment, and a trained and adequate staff; and

(iii) specialized training, as necessary, to provide services according to Company's standards.

(c) If Employee should render services within the Noncompetition Territory in competition with the business of Company, it would cause economic harm and loss of goodwill to Company resulting in immediate and irreparable loss, injuries, and damage to Company.

Neither the public in general nor any customers will be adversely affected by the enforcement of the noncompetition covenant, in that other similar providers of similar services are readily available within the restricted area.

5.2. Ancillary Agreement. This covenant not to compete shall be construed as an agreement ancillary to the other provisions of this Agreement and to the Merger Agreement, and the existence of any claim or cause of action of Employee against Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Company of this covenant. Without limiting other possible remedies to Company for breach of this covenant, Employee agrees that injunctive or other equitable relief will be available to enforce the covenants of this provision, such relief to be without the necessity of posting a bond, cash or otherwise.

5.3. Enforcement. Company and Employee further agree that if any restriction in this Article is held by any court to be unenforceable or unreasonable, a lesser restriction will be enforced in its place and the remaining restrictions in this Agreement will be enforced independently of each other. Employee agrees to pay any attorney's fees, court costs, and expenses incurred by Company if Company chooses, in its sole discretion, to enforce any provision under this Article and Company prevails.

5.4. Survival. The provisions of this Article shall survive the termination of this Agreement.

6. CONFIDENTIALITY OF INFORMATION.

Employee agrees to keep confidential and not to use or to disclose to others during the term of this Agreement and for any time thereafter, except as expressly consented to in writing by Company or as required by law, any secrets or confidential technology, proprietary information, or trade secrets of Company, or any matter or thing ascertained by Employee through Employee's affiliation with Company, the use or disclosure of which matter or thing might reasonably be construed to be contrary to the best interest of Company. Employee further agrees that should Employee leave the employment of Company, Employee will neither take nor retain, without prior written authorization from Company, any papers, fee books, files, other documents, copies thereof, or other confidential information of any kind belonging to Company pertaining to Company's business, sales, financial condition, services, or products. Without limiting other possible remedies to Company for the breach of this covenant, Employee agrees that injunctive or other equitable relief shall be available to enforce this covenant, such relief to be without the necessity of posting a bond, cash, or otherwise. Employee further agrees that if any restriction in this paragraph is held by any court to be unenforceable or unreasonable, a lesser restriction shall be enforced in its place and the remaining restrictions in this paragraph shall be enforced independently of each other.

7. MISCELLANEOUS.

7.1. Assignability. Company may assign this Agreement to a successor business upon notice to Employee. Otherwise, neither party may assign its rights or duties under this Agreement without the prior written consent of the other party.

7.2. Notice. Any notice, demand, or communication required, permitted, or desired to be given under this Agreement shall be deemed effectively given when personally delivered or mailed by prepaid certified mail, return receipt requested, addressed to the party at the primary business address of Company, or, if appropriate, at the residence of Employee on file with Company, or to another address and to the attention of another person or officer that either party may designate by written notice.

7.3. Enforceability. Should any provision of this Agreement be held invalid, unenforceable, or unconstitutional by any governmental body or court of competent jurisdiction, that holding shall not diminish the validity or enforceability of any other provision of this Agreement.

7.4. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, and venue for any cause of action arising under this Agreement shall lie in Harris County.

7.5. Construction. Common nouns and pronouns and all other terms shall be deemed to refer to the masculine, feminine, neuter, and singular and/or plural, as the identity of the person or persons, firm, or association may require in the context.

7.6. Binding Effect. The provisions of this Agreement shall inure to the benefit of and shall be binding upon the heirs, personal representatives, successors, assigns, estates, and legatees of each of the parties.

7.7. Waiver of Breach. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or another provision.

7.8. Entire Agreement; Amendments. This Agreement constitutes the entire agreement in effect between the parties pertaining to the employment relationship between Company and Employee and supersedes all prior or contemporaneous agreements, understandings, or negotiations of the parties and, in particular, supersedes and replaces that certain ____________________ dated __________. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. This Agreement shall not be modified, amended, or supplemented except in a written instrument executed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate originals effective as of the Effective Date.

COMPANY:

CORE LABORATORIES, INC.

EMPLOYEE:

EXHIBIT E

FORM OF PROMISSORY NOTE

PROMISSORY NOTE

Houston, Texas June 9, 1999

Coherence Technology Company, Inc. (hereinafter called "Maker"), For Value Received, promises and agrees to pay on the earlier to occur of: (i) July 31, 1999 and (ii) the date on which that certain Agreement and Plan of Merger dated as of June 9, 1999 among Core Laboratories N.V., Core Colorado Acquisition, Inc., Maker and all of the shareholders of Maker terminates, (the "Maturity Date") unto the order of Core Laboratories N.V. (hereinafter called "Lender"), at its offices in Houston, Harris County, Texas, in lawful money of the United States of America, such sums as the Lender may loan or advance to or for the benefit of Maker up to a maximum of $1,500,000.00 principal on or after the date hereof in accordance with the terms hereof, together with interest on the unpaid principal balance outstanding from time to time hereon computed from the date of each advance until the Maturity Date at the rate of eight percent (8%) per annum. All past due principal and interest shall bear interest until paid at an interest rate which is four percent (4%) per annum in excess of the pre-maturity rate specified in the immediately preceding sentence (but in no event to exceed the maximum rate of nonusurious interest allowed by law as of the date hereof). Interest shall be calculated on a per annum basis of 360 days unless such calculation would result in a usurious rate, in which event, interest shall be calculated on a full calendar year basis.

INTEREST and PRINCIPAL on this note shall be due and payable in full on the Maturity Date.

PAYMENT of this note before the Maturity Date may be made at any time or from time to time, in whole or in part, without penalty or premium. Any such payment shall be applied first to accrued interest and second to principal.

THE UNPAID PRINCIPAL BALANCE of this note at any time shall be the total amounts lent or advanced hereunder by the Lender, less the amount of payments or prepayments of principal made hereon by or for the account of Maker. It is contemplated that by reason of prepayments hereon there may be times when no indebtedness is owing hereunder; but notwithstanding such occurrences, this note shall remain valid and shall be in full force and effect as to loans or advances made pursuant to and under the terms of this note subsequent to each occurrence. All loans or advances and all payments or prepayments made hereunder on account of principal or interest may be endorsed by the holder hereof on the Schedule attached hereto and made a part hereof for all purposes. Additional Schedule pages may be attached hereto from time to time by the holder hereof if more space is necessary.

ADVANCES hereunder may be made by the holder hereof (i) pursuant to the terms of any written agreement executed in connection herewith between Maker and Lender, or (ii) at the oral or written request of any officer or agent of Maker, who shall be deemed by virtue of making such request to be acting under the authority of the Board of Directors of Maker for purposes of such

request. Maker covenants and agrees to furnish to the holder hereof written confirmation of any such oral request within two (2) days of the resulting loan or advance, but any such loan or advance shall be deemed to be made under and entitled to the benefits of this note irrespective of any failure by Maker to furnish such written confirmation. Any loan or advance shall be conclusively presumed to have been made under the terms of this note to or for the benefit of Maker when made pursuant to the terms of any written agreement executed in connection herewith between Maker and Lender, or in accordance with such requests and directions.

MAKER covenants and agrees that all proceeds from advances hereunder shall be used solely for the purposes set forth in the Agreement and Plan of Merger dated June 9, 1999.

IF ANY principal and/or interest on this note is not paid when due; or if Maker or any drawer, acceptor, endorser, guarantor, surety, accommodation party or other person liable upon or for payment of this note (each hereinafter called an "other liable party"), shall die, or become insolvent (however such insolvency may be evidenced); or if Maker or any co-partnership of which Maker is a member shall suspend the transaction of his, its or their usual business, or be expelled from or suspended by any stock or securities exchange or other exchange; or if any proceeding, procedure or remedy supplementary to or in enforcement of judgment shall be resorted to or commenced against, or with respect to any property of, Maker or any such co-partnership or other liable party; or if a petition in bankruptcy or for any relief under any law relating to the relief of debtors, re-adjustment of indebtedness, re-organization, composition or arrangement shall be filed, or any proceedings shall be instituted under any such law, by or against Maker or any such co- partnership or other liable party; or if any governmental authority or any court at the instance thereof shall take possession of any substantial part of the property of, or assume control over the affairs or operations of, or a receiver shall be appointed of the property of, or a writ or order of attachment or garnishment shall be issued or made against any of the property of, Maker or any such co-partnership or other liable party; or if any indebtedness of Maker or of any such co-partnership or of other liable party for borrowed money shall become due and payable by acceleration of maturity thereof; or if Maker or any such co-partnership or other liable party ceases to generally pay his or its debts as they become due; or if Maker (if a corporation) shall be dissolved or be a party to any merger or consolidation without the written consent of Lender; or if Maker or other liable party fails to furnish financial information requested by Lender; or if a default occurs under any instrument now or hereafter executed in connection with or as security for this note; thereupon, at the option of Lender, this note and any and all other indebtedness of Maker to Lender shall become and be due and payable forthwith without demand, notice of nonpayment, presentment, protest or notice of dishonor, notice of intent to accelerate the maturity hereof or notice of the acceleration of the maturity hereof, all of which are hereby expressly waived by Maker and each other liable party.

IF THIS NOTE is not paid at maturity whether by acceleration or otherwise and is placed in the hands of an attorney for collection, or suit is filed hereon, or proceedings are had in probate, bankruptcy, receivership, re-organization, arrangement or other legal proceedings for collection hereof, Maker and each other liable party agree to pay Lender a reasonable amount as attorney's fees which is agreed to be an additional amount equal to ten percent of the unpaid principal and interest hereof. Maker and each other liable party are and shall be directly and primarily, jointly and sev-

erally, liable for the payment of all sums called for hereunder, and Maker and each other liable party hereby expressly waive demand, notice of nonpayment, presentment, protest, notice of dishonor, bringing of suit and diligence in taking any action to collect any sums owing hereon and in the handling of any security, and Maker and each other liable party hereby agree to any and all renewals, extensions for any period, rearrangements and/or partial prepayments hereon and to any release or substitution of security, in whole or in part, with or without notice, before or after maturity. Maker and each other liable party also waive, to the full extent permitted by law, all right to plead any statute of limitation as a defense to any action hereunder.

IT IS the intention of Maker and Lender to conform strictly to applicable usury laws. Accordingly, if the transactions contemplated hereby would be usurious under applicable law (including the laws of the State of Texas and the laws of the United States of America), then, in that event, notwithstanding anything to the contrary herein or in any agreement entered into in connection with or as security for this note, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged or received under this note or under any of the other aforesaid agreements or otherwise in connection with this note shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be cancelled automatically and, if theretofore paid, shall be credited on the note by the holder hereof (or, to the extent that this note shall have been or would thereby be paid in full, refunded to the Maker); and (ii) in the event that maturity of this note is accelerated by reason of an election by the holder hereof resulting from any default hereunder or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the maximum amount allowed by applicable law, and excess interest, if any, provided for in this note or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on this note (or, to the extent that this note shall have been or would thereby be paid in full, refunded to the Maker).

THIS NOTE has been executed and delivered in and shall be construed in accordance with and governed by the laws of the State of Texas.

COHERENCE TECHNOLOGY COMPANY, INC.

                                                                   TOTAL PRINCIPAL
                                                                     BALANCE OF
                                                                     OUTSTANDING
            DATE                    AMOUNT OF ADVANCE                UNDER NOTE           NOTATION MADE BY
-----------------------   -------------------------------     -----------------------  -----------------------

EXHIBIT 10.5

AGREEMENT AND PLAN OF MERGER

AMONG

CORE LABORATORIES N.V.,

CORE ACQUISITION SUBSIDIARY, INC.,

RESERVOIRS, INC.

AND

THE STOCKHOLDERS OF
RESERVOIRS, INC.

JULY 26, 1999

                                                  ARTICLE I

                                                 THE MERGER
1.01     THE MERGER......................................................................................1
1.02     EFFECTIVE TIME..................................................................................2
1.03     EFFECT OF THE MERGER............................................................................2
1.04     ARTICLES OF INCORPORATION; BYLAWS...............................................................2
1.05     DIRECTORS AND OFFICERS..........................................................................2
1.06     ACQUISITION CONSIDERATION; CONVERSION AND CANCELLATION OF SECURITIES............................2
1.07     PAYMENT FOR COMPANY STOCK; SURRENDER OF CERTIFICATES............................................5
1.08     NO FRACTIONAL SHARES............................................................................6
1.09     AGREEMENT TO VOTE SHARES........................................................................6
1.10     WITHHOLDING.....................................................................................6
1.11     CLOSING.........................................................................................6
1.12     ACTIONS AT CLOSING..............................................................................7
1.13     STOCK TRANSFER BOOKS............................................................................7
1.14     TAKING OF NECESSARY ACTION; FURTHER ACTION......................................................7
1.15     TAX CONSEQUENCES................................................................................7

                                                 ARTICLE II

                                       REPRESENTATIONS AND WARRANTIES
                                    OF THE COMPANY AND THE SHAREHOLDERS

2.01     ORGANIZATION AND QUALIFICATION; SUBSIDIARIES....................................................7
2.02     ORGANIZATIONAL DOCUMENTS........................................................................8
2.03     CAPITALIZATION..................................................................................8
2.04     AUTHORITY.......................................................................................9
2.05     NO CONFLICT; REQUIRED FILINGS AND CONSENTS......................................................9
2.06     PERMITS; COMPLIANCE............................................................................10
2.07     FINANCIAL STATEMENTS...........................................................................11
2.08     ABSENCE OF CERTAIN CHANGES OR EVENTS...........................................................11
2.09     LITIGATION.....................................................................................11
2.10     EMPLOYEE BENEFIT PLANS; LABOR MATTERS..........................................................12
2.11     TAXES..........................................................................................14
2.12     TAX MATTERS....................................................................................15
2.13     AFFILIATES.....................................................................................15
2.14     CERTAIN BUSINESS PRACTICES.....................................................................15
2.15     ENVIRONMENTAL..................................................................................16
2.16     UNDISCLOSED LIABILITIES........................................................................16

2.17     CERTAIN AGREEMENTS.............................................................................17
2.18     CONTRACTS AND COMMITMENTS......................................................................17
2.19     AFFILIATE INTERESTS............................................................................17
2.20     INTELLECTUAL PROPERTY..........................................................................17
2.21     BROKERS........................................................................................18
2.22     INSURANCE......................................................................................18
2.23     PROPERTIES.....................................................................................18
2.24     GOOD TITLE.....................................................................................19
2.25     CERTAIN SECURITIES LAW MATTERS.................................................................19
2.26     AUTHORIZATION AND VALIDITY OF AGREEMENT........................................................20

                                                  ARTICLE III

                                   REPRESENTATIONS AND WARRANTIES OF ACQUIROR

3.01     ORGANIZATION AND QUALIFICATION.................................................................20
3.02     CAPITALIZATION.................................................................................21
3.03     AUTHORITY......................................................................................21
3.04     NO CONFLICT; REQUIRED FILINGS AND CONSENTS.....................................................21
3.05     REPORTS; FINANCIAL STATEMENTS..................................................................22
3.06     ABSENCE OF CERTAIN CHANGES OR EVENTS...........................................................22
         3.07     TAX MATTERS...........................................................................23
3.08     BROKERS........................................................................................23

                                                  ARTICLE IV

                                         COVENANTS OF THE SHAREHOLDERS

4.01     AFFIRMATIVE COVENANT...........................................................................23
4.02     NEGATIVE COVENANTS.............................................................................24

                                                  ARTICLE V

                                           COVENANTS OF THE COMPANY

5.01     AFFIRMATIVE COVENANTS OF THE COMPANY...........................................................24
5.02     NEGATIVE COVENANTS OF THE COMPANY..............................................................25

                                                  ARTICLE VI

                                             COVENANTS OF ACQUIROR

6.01     AFFIRMATIVE COVENANTS OF ACQUIROR..............................................................27
6.02     NEGATIVE COVENANTS OF ACQUIROR.................................................................27

                                                   ARTICLE VII

                                             ADDITIONAL AGREEMENTS
7.01     NOTIFICATION OF CERTAIN MATTERS................................................................28
7.02     ACCESS AND INFORMATION.........................................................................28
7.03     APPROPRIATE ACTION; CONSENTS; FILINGS..........................................................29
7.04     PUBLIC ANNOUNCEMENTS...........................................................................30
7.05     EXPENSES.......................................................................................30
7.06     EMPLOYEES OF COMPANY...........................................................................31
7.07     TAX-FREE REORGANIZATION........................................................................31
7.08     INFORMATION FOR TAX RETURNS....................................................................31
7.09     NO HEDGING TRANSACTIONS........................................................................32

                         7.11 INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                                                ARTICLE VIII

                                               INDEMNIFICATION

8.01     IN GENERAL.....................................................................................33
8.02     NO EXHAUSTION OF REMEDIES......................................................................33
8.03     DEFENSE OF THIRD PARTY CLAIMS..................................................................33
8.04     PAYMENT; ARBITRATION...........................................................................34
8.05     SATISFACTION OF CLAIMS FROM ESCROW SHARES......................................................35
8.06     LIABILITY LIMITATIONS; SURVIVAL OF REPRESENTATIONS AND WARRANTIES..............................36
8.07     SUBROGATION....................................................................................36

                                           ARTICLE IX

                                           CONDITIONS

9.01     CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIROR COMPANIES..................................36
9.02     CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY.............................................38

                                            ARTICLE X

                                          MISCELLANEOUS

10.01    TERMINATION....................................................................................39
10.02    EFFECT OF TERMINATION..........................................................................40
10.03    WAIVER AND AMENDMENT...........................................................................40
10.04    ENTIRE AGREEMENT; THIRD PARTY BENEFICIARIES....................................................40

10.05    ASSIGNMENT.....................................................................................40
10.06    CERTAIN DEFINITIONS............................................................................41
10.07    NOTICES........................................................................................42
10.08    GOVERNING LAW..................................................................................43
10.09    SEVERABILITY...................................................................................43
10.10    COUNTERPARTS...................................................................................43
10.11    HEADINGS.......................................................................................44

Exhibit A         --        Escrow Agreement
Exhibit B         --        Appointment of Shareholders' Representative
Exhibit C         --        Form of Registration Rights Agreement
Exhibit D         --        Form of Employment Agreement

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this "Agreement") is made and entered into as of July 26, 1999 by and among Core Laboratories N.V., a Netherlands limited liability company ("Acquiror"), Core Acquisition Subsidiary, Inc., a Texas corporation with its principal place of business in Houston, Texas and a wholly owned subsidiary of Acquiror ("Acquisition Sub"), Reservoirs, Inc., a Texas corporation ("Reservoirs" or the "Company"), and the stockholders of the Company set forth on the signature pages hereto (collectively, the "Shareholders"). Acquiror and Acquisition Sub are sometimes collectively referred to herein as the "Acquiror Companies."

RECITALS

The Shareholders own all of the outstanding capital stock of the Company, and Acquiror owns all of the outstanding capital stock of Acquisition Sub.

Acquisition Sub, upon the terms and subject to the conditions of this Agreement and in accordance with the Texas Business Corporation Act (the "TBCA"), will merge with and into the Company (the "Merger").

The Board of Directors of the Company has determined that the Merger is consistent with and in furtherance of the long-term business strategy of the Company and is fair to, and in the best interests of, the Company and the Shareholders and has approved and adopted this Agreement and the transactions contemplated hereby, and recommended approval and adoption of this Agreement and the Merger by the Shareholders.

This Agreement and the Merger have been approved and adopted by the requisite vote of the Shareholders and of the sole shareholder of Acquisition Sub as required by the TBCA.

For federal income tax purposes, it is intended that the Merger will qualify as a reorganization within the meaning of the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and will not be taxable to the Shareholders under Section 367 of the Code.

NOW, THEREFORE, in consideration of the Recitals, the mutual representations, warranties, covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

THE MERGER

1.01 THE MERGER. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the TBCA, at the Effective Time (as defined in Section 1.02 of this Agreement), Acquisition Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Acquisition Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the "Surviving Corporation"). The name of the Surviving Corporation shall be "Reservoirs, Inc." Acquiror shall not be deemed to be a party to the Merger for purposes of Article 5.06 of the TBCA.

1.02 EFFECTIVE TIME. As promptly as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article IX of this Agreement, the parties hereto shall cause the Merger to be consummated by filing Articles of Merger with the Secretary of State of the State of Texas, in such form as required by, and executed in accordance with the relevant provisions of, the TBCA (the date and time of the completion of such filing being the "Effective Time").

1.03 EFFECT OF THE MERGER. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the TBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property and assets of Acquisition Sub and the Company shall vest in the Surviving Corporation, and all obligations and liabilities of Acquisition Sub and the Company shall become the obligations and liabilities of the Surviving Corporation.

1.04 ARTICLES OF INCORPORATION; BYLAWS. At the Effective Time, the Articles of Incorporation and the Bylaws of Acquisition Sub, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation and the Bylaws of the Surviving Corporation, except that Article I of the Articles of Incorporation thereof shall be amended to read "The name of the corporation is Reservoirs, Inc.".

1.05 DIRECTORS AND OFFICERS. The directors of Acquisition Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation, and the officers of the Acquisition Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.

1.06 ACQUISITION CONSIDERATION; CONVERSION AND CANCELLATION OF SECURITIES. At the Effective Time, by virtue of the Merger and without any action on the part of the Acquiror Companies, the Company or the holders of any of the Company's securities:

(a) Subject to the other provisions of this Article I, each share of the Company's common stock, par value $.01 per share ("Company Stock"), issued and outstanding immediately prior to the Effective Time (excluding any Company Stock described in Section 1.06(d) of this Agreement), such shares being as shown on Schedule 1.06(a) to this Agreement, shall be converted into 5.6375 shares of duly authorized, validly issued, fully paid and nonassessable common shares, par value NLG 0.03 per share ("Acquiror Shares"), of Acquiror (the "Exchange Ratio"), subject to the escrow of a portion of such shares pursuant to the terms and conditions set forth in Section 1.06(b).

(b) At the Effective Time, Acquiror will cause to be delivered to, and directly deposited with, Bankers Trust Company or another national bank acceptable to the Company and Acquiror (the "Escrow Agent"), in escrow for the account and future potential benefit of the Shareholders, a stock certificate representing 10% of the Acquiror Shares issued at Closing pursuant to Section 1.06(a), which certificate shall be registered as follows: "Bankers Trust Company, f/b/o the Former Shareholders of the Common Stock of Reservoirs, Inc." All such Acquiror Shares so delivered to the Escrow Agent, together with

all subsequent stock dividends or distributions of other Acquiror Shares received in respect of such shares while deposited with the Escrow Agent shall be referred to as "Escrow Shares." A pro rata number of the Escrow Shares (determined on the basis of the relative amount of Acquiror Shares each Shareholder is entitled to receive pursuant to
Section 1.06(a) of this Agreement, subject to adjustments by the Escrow Agent to eliminate fractional shares) shall be subtracted from the number of Acquiror Shares each Shareholder at the Effective Time is entitled to receive pursuant to the Merger. The Escrow Shares shall be held by the Escrow Agent pursuant to the terms and conditions of an Escrow Agreement substantially in the form attached hereto as Exhibit A (the "Escrow Agreement") between Acquiror, Acquisition Sub, the Company and Randall S. Miller (the "Shareholders' Representative"). The Shareholders will appoint Randall S. Miller as a Shareholders' Representative pursuant to, and he shall have the rights and obligations set forth in, the Appointment of Shareholders' Representative, substantially in the form attached hereto as Exhibit B (the "Appointment"). The Escrow Agreement and the Appointment shall authorize the Shareholders' Representative to control the disposition of such Escrow Shares pursuant to the terms of such documents. The Shareholders' Representative shall have no personal liability as a result of any actions taken in such position (i) to Acquiror or Acquisition Sub, or (ii) to any holder of Company Stock at the Effective Time, in either case with respect to the disposition of the Escrow Shares or any other action taken by him as the Shareholders' Representative, unless such actions constitute gross negligence or willful misconduct by the Shareholders' Representative. The number of Acquiror Shares each Shareholder shall be entitled to receive at the Effective Time and the number of Escrow Shares attributable to such Shareholder shall be as set forth on Schedule 1.06(a) to this Agreement.

(c) As a result of their conversion pursuant to Section 1.06(a) of this Agreement, all shares of Company Stock shall cease to be outstanding and shall automatically be canceled and retired, and each certificate ("Certificate") previously evidencing Company Stock outstanding immediately prior to the Effective Time (other than any Company Stock described in Section 1.06(d) of this Agreement) ("Converted Shares") shall thereafter represent that number of Acquiror Shares determined pursuant to the Exchange Ratio, rounded up or down to the nearest whole share (the "Acquisition Consideration"). The holders of Certificates previously evidencing Converted Shares shall cease to have any rights with respect to such Converted Shares except the right to receive the Acquisition Consideration and as otherwise provided herein or by applicable federal, state, foreign or local law, statute, ordinance, rule or regulation (collectively, "Laws"). Such Certificates previously evidencing Converted Shares shall be exchanged for certificates evidencing whole shares of Acquiror Shares upon the surrender of such Certificates in accordance with the provisions of
Section 1.07 of this Agreement. No fractional shares of Acquiror Shares shall be issued.

(d) Notwithstanding any provision of this Agreement to the contrary, each share of Company Stock held in the treasury of the Company and each share of Company Stock or other capital stock of the Company owned by Acquiror or any direct or indirect wholly owned subsidiary of Acquiror or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

(e) In the event that on or after the date of this Agreement, Acquiror shall establish a record date prior to the Closing Date for all its shareholders entitled to receive any securities, rights or property of Acquiror (other than regular dividends), by reason of the issuance of rights or options to purchase its securities, stock dividends or distribution, or any stock split or reverse stock split, or if there shall occur any capital reorganization of Acquiror or reclassification of its capital stock or such other similar transaction which will not be adequately reflected in the number of Acquiror Shares which will constitute the Acquisition Consideration, such number of Acquiror Shares shall be fairly and proportionately adjusted to prevent dilution, and to fully and completely carry out the intent of the parties as contemplated by this Agreement.

(f) Each share of common stock, no par value per share, of Acquisition Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, no par value per share, of the Surviving Corporation.

(g) Each option to purchase Company Stock outstanding immediately prior to the Effective Time (collectively, the "Company Options"), all such options being as set forth on Schedule 1.06(a) to this Agreement, shall be assumed by Acquiror and converted into an option under the Core Laboratories N.V. 1995 Long-Term Incentive Plan (as amended and restated as of May 29, 1997) (the "Long-Term Incentive Plan") to purchase that number of Acquiror Shares determined by multiplying the number of shares of Company Stock subject to such Company Option immediately prior to the Effective Time by the Exchange Ratio, at an exercise price per Acquiror Share equal to the exercise price per share of such Company Option divided by the Exchange Ratio. If the foregoing calculation results in an assumed Company Option being exercisable for a fraction of an Acquiror Share, then the number of Acquiror Shares subject to such option shall be rounded down to the nearest whole number of shares, and the total exercise price for the option will be reduced by the exercise price of the fractional share. At the Closing, the agreements evidencing the Company Options shall be amended and restated, effective as of the Effective Time, into the standard form of nonstatutory stock option agreement used by Acquiror under the Long-Term Incentive Plan; provided, however, that the Company Options shall be fully vested and exercisable at any time immediately after the Effective Time, and the term of the Company Options shall continue to end no later than midnight on December 31, 2007.

(h) All obligations of the Company under the Company's 1997 Full Value Executive Stock Incentive Plan (the "Plan"), including with respect to each and all rights granted under the Plan that have not expired or been terminated prior to the Effective Time (the "Executive Stock Rights"), shall, without further action on the part of the Company or the holders of any Executive Stock Rights (collectively, the "Plan Participants"), be assumed by Acquiror as of the Effective Time. All terms and conditions of the Plan and Executive Stock Rights shall be unchanged by the provisions of this Section 1.06(h) and the Plan shall otherwise operate in accordance with its terms; provided, however, that each Plan Participant's rights to receive payment under the Plan with respect to all Executive Stock Rights shall be fully vested and mature at the Effective Time, that such payment shall be made to each Plan Participant no later than 60 days after the Effective Time by delivery to the Plan Participant of the number of Acquiror Shares determined by multiplying the number

of Executive Stock Rights held by the Plan Participant as of the Closing (all such Executive Stock Rights being as set forth on Schedule 1.06(a) to this Agreement) by the Exchange Ratio, such shares to be subject to the same restrictions as the Acquiror Shares issued pursuant to Section 1.06(a), less the applicable withholding taxes required with respect to such Plan Participant determined by multiplying the applicable withholding tax rate by the number of the Acquiror Shares such Plan Participant is entitled to herein, all to satisfy the withholding obligations set forth in Section 14(b) of the Plan. The Acquiror shall satisfy the payment of the withholding obligation by determining the cash value of the withheld shares based on the closing sale price of the Acquiror Shares on the trading day of the issuance of the Acquiror Shares pursuant to this Section 1.06(h) and shall pay the resulting amount to the appropriate governmental authority for such Plan Participant's account. If the foregoing calculations result in a fraction of an Acquiror Share being issued to the Plan Participant, then the number of Acquiror Shares shall be rounded to the closest whole numbers of shares and such shall be issued to the Plan Participant.

1.07 PAYMENT FOR COMPANY STOCK; SURRENDER OF CERTIFICATES.

(a) Exchange Procedures. Promptly after the Effective Time, Acquiror shall deliver to each record holder of Company Stock at the Effective Time a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to Acquiror and shall be in such form and contain such other provisions as the Company and Acquiror shall agree) (the "Letter of Transmittal"). Upon surrender of a Certificate for cancellation to the Acquiror, together with such Letter of Transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Acquiror Shares that such holder has the right to receive pursuant to the provisions of this Article I, less the Escrow Shares attributable to such holder that will be issued and deposited with the Escrow Agent for the account of such holder, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, a certificate evidencing the proper number of Acquiror Shares may be issued to the transferee if the Certificate evidencing the Company Stock shall be surrendered to the Acquiror, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered for exchange in accordance with the provisions of this
Section 1.07(a), each Certificate theretofore representing Converted Shares
(other than shares of Company Stock to be canceled pursuant to Section 1.06(d) of this Agreement) shall from and after the Effective Time represent for all purposes only the right to receive the Acquisition Consideration as set forth in this Agreement. If any holder of Converted Shares shall be unable to surrender such holder's Certificates because such Certificates have been lost or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to Acquiror. No interest shall be paid on any Acquisition Consideration payable to former holders of Converted Shares.

(b) Distributions with Respect to Acquiror Shares. No dividends or other distributions declared or made after the Effective Time with respect to Acquiror Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Acquiror Shares evidenced thereby, and no Acquisition Consideration shall be paid to any

such holder until the holder of such Certificate shall surrender such Certificate. Subject to applicable Laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates evidencing whole Acquiror Shares issued in exchange therefor, without interest, (i) promptly following the surrender of such Certificate, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole Acquiror Shares and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender payable with respect to such whole Acquiror Shares.

1.08 NO FRACTIONAL SHARES. Notwithstanding anything herein to the contrary, no certificates or scrip evidencing fractional Acquiror Shares shall be issued upon the surrender for exchange of Certificates and such fractional share interests will not entitle the owner thereof to vote or to any rights as a shareholder of Acquiror.

1.09 AGREEMENT TO VOTE SHARES. At any meeting of the Shareholders with respect to any of the following, and at any adjournment thereof, and with respect to any consent solicited with respect to any of the following, each Shareholder who is a party to this Agreement hereby agrees to vote such Shareholder's Company Stock (i) in favor of approval of the Merger and any matter which could reasonably be expected to facilitate the Merger and (ii) against approval of any proposal made in opposition to or in competition with the Merger, against any merger, consolidation, sale of assets, reorganization or recapitalization with any party, against any liquidation or winding up of the Company and against any other matter which would, or could reasonably be expected to, prohibit or discourage the Merger.

1.10 WITHHOLDING. Acquiror (or any affiliate thereof) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any former holder of Converted Shares such amounts as Acquiror (or any affiliate thereof) is required to deduct and withhold with respect to the making of such payment under the Code (as hereinafter defined), or any other provision of federal, state, local or foreign tax law. To the extent that amounts are so withheld by Acquiror, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of the Converted Shares in respect of which such deduction and withholding was made by Acquiror.

1.11 CLOSING. The Closing shall take place at the offices of Vinson & Elkins L.L.P., 1001 Fannin Street, 3600 First City Tower, Houston, Texas 77002-6760, at (a) 10:00 a.m., local time, effective as of August 2, 1999, or
(b) if the conditions set forth in Article IX of this Agreement have not been satisfied or waived on or before August 2, 1999, at 10:00 a.m., local time, on the second business day following the date on which the conditions set forth in Article IX of this Agreement have been satisfied or waived or (c) at such other place, time and date as the parties hereto may agree. At the conclusion of the Closing, the parties hereto shall cause the Articles of Merger to be filed with the Secretary of State of the State of Texas.

1.12 ACTIONS AT CLOSING. At the Closing, (a) the Company and the Shareholders shall deliver to the Acquiror Companies the various certificates, instruments and documents referred to in Section 9.01 of this Agreement, (b) the Acquiror Companies shall deliver to the Company and the Shareholders the various certificates, instruments and documents referred to in Section 9.02 of this

Agreement, and (c) the parties shall file with the Secretary of State of the State of Texas the Articles of Merger.

1.13 STOCK TRANSFER BOOKS. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company.

1.14 TAKING OF NECESSARY ACTION; FURTHER ACTION. Acquiror and the Company shall take all such reasonable and lawful action as may be necessary or appropriate in order to effectuate the Merger as promptly as possible. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company or Acquisition Sub, such corporations shall direct their respective officers and directors to take all such lawful and necessary action.

1.15 TAX CONSEQUENCES. The parties to this Agreement intend for the Merger to constitute a reorganization within the meaning of Section 368(a)(1)(A) and Section 368(a)(2)(E) of the Code and hereby adopt this Agreement as the "plan of reorganization" with respect to the Merger for purposes of and within the meaning of Section 1.368-2(g) and Section 1.368-3(a) of the United States Treasury Regulations.

ARTICLE II

REPRESENTATIONS AND WARRANTIES
OF THE COMPANY AND THE SHAREHOLDERS

The Company and each of the Shareholders of the Company, jointly and severally, hereby represent and warrant to Acquiror, as of the date hereof and at the Closing Date, that:

2.01 ORGANIZATION AND QUALIFICATION; SUBSIDIARIES. The Company is a corporation whose ownership is represented solely by the Company Stock, and the Company is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or organization. Except as set forth in
Section 2.01 of the Company Disclosure Schedule (as hereinafter defined), each of the Company's subsidiaries (as such term is defined in Section 10.06 herein) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, and each of the Company and its subsidiaries has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification necessary, other than where the failure to be so duly qualified and in good standing could not reasonably be expected to have a Company Material Adverse Effect. The term "Company Material Adverse Effect" as used in this Agreement shall mean any change or effect that would be materially adverse to the financial condition, results of operations, business or prospects of the Company and its subsidiaries, taken as a whole, at the time of such change or effect. Section 2.01 of the Disclosure Schedule delivered by the Company to Acquiror concurrently with the execution

of this Agreement (the "Company Disclosure Schedule") sets forth, as of the date of this Agreement, a true and complete list of all the Company's directly or indirectly owned subsidiaries, together with the jurisdiction of incorporation or organization of each subsidiary and the percentage of each subsidiary's outstanding capital stock or other equity interests owned by the Company or another subsidiary of the Company.

2.02 ORGANIZATIONAL DOCUMENTS. The Company has heretofore furnished or made available to Acquiror complete and correct copies of the Articles of Incorporation and the Bylaws (or equivalent organizational documents), in each case as amended or restated to the date hereof, of the Company and each of its subsidiaries. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of its Articles of Incorporation or Bylaws (or equivalent organizational documents).

2.03 CAPITALIZATION.

(a) The authorized capital stock of the Company consists of 1,000,000 shares of Common Stock, par value $.01 per share (the Company Stock), and no shares of preferred stock. As of the date of this Agreement, 39,525 shares of Common Stock are issued and outstanding. As of the date of this Agreement, there are 111,112 shares of Common Stock held by the Company in its treasury, and 13,690 shares of Common Stock are reserved for issuance, including 7,400 shares for issuance under the Plan and 6,290 shares for issuance for Company Options. Each of the issued shares of capital stock of, or other equity interests in, each of the Company and its subsidiaries is duly authorized, validly issued and, in the case of shares of capital stock, fully paid and nonassessable, and has not been issued in violation of (nor are any of the authorized shares of capital stock of, or other equity interests in, the Company or any of its subsidiaries subject to) any preemptive or similar rights created by statute, the Articles of Incorporation or Bylaws (or the equivalent organizational documents) of the Company or any of its subsidiaries, or any agreement to which the Company or any of its subsidiaries is a party or is bound, and, except as set forth in Section 2.03(a) of the Company Disclosure Schedule, all such issued shares or other equity interests owned by the Company or a subsidiary of the Company are owned free and clear of all security interests, liens, claims, pledges, agreements, limitations on the Company's or such subsidiaries' voting rights, charges or other encumbrances of any nature whatsoever.

(b) No bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into or exchangeable or exercisable for securities having the right to vote) on any matters on which shareholders may vote ("Company Voting Debt") are issued or outstanding.

(c) Except as set forth in Section 2.03(c) of the Company Disclosure Schedule, there are no options, warrants or other rights (including registration rights), agreements, arrangements or commitments of any character to which the Company or any of its subsidiaries is a party relating to the issued or unissued capital stock or other equity interests of the Company or any of its subsidiaries or obligating the Company or any of its subsidiaries to grant, issue or sell any shares of capital stock, Company Voting Debt or other equity interests of the Company or any of its subsidiaries. Except as set forth in Section 2.03(c) of the Company Disclosure Schedule, there are no obligations, contingent or otherwise, of the Company or any of its subsidiaries (i) to repurchase,

redeem or otherwise acquire any shares of capital stock or other securities of the Company or the capital stock or other equity interests of any subsidiary of the Company or (ii) (other than advances to wholly owned subsidiaries in the ordinary course of business) to provide material funds to, or to make any material investment in (in the form of a loan, capital contribution or otherwise), or to provide any guarantee with respect to the material obligations of, any subsidiary of the Company or any other person. Except (i) as set forth in Section 2.03(c) of the Company Disclosure Schedule or (ii) for subsidiaries of the Company set forth in Section 2.01 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries (x) directly or indirectly owns,
(y) has agreed to purchase or otherwise acquire or (z) holds any interest convertible into or exchangeable or exercisable for, any capital stock or other equity interest of any corporation, partnership, joint venture or other business association or entity. Except as set forth in Section 2.03(c) of the Company Disclosure Schedule or for any agreements, arrangements or commitments between the Company and its wholly owned subsidiaries or between such wholly owned subsidiaries, there are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on, or calculated in accordance with, the revenues or earnings of the Company or any of its subsidiaries. Except as set forth in Section 2.03(c) of the Company Disclosure Schedule, there are no voting trusts, proxies or other agreements or understandings to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound with respect to the voting of any shares of capital stock or other equity interests of the Company or any of its subsidiaries.

2.04 AUTHORITY. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by each of the Acquiror Companies, constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

2.05 NO CONFLICT; REQUIRED FILINGS AND CONSENTS.

(a) Assuming that all consents, licenses, permits, waivers, approvals, authorizations, orders, filings and notifications contemplated by the exceptions to Section 2.05(b) are obtained or made and except as disclosed in
Section 2.05(a) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the performance by the Company of its obligations hereunder, including consummation of the transactions contemplated hereby, will not (i) conflict with or violate the Articles of Incorporation or Bylaws, or the equivalent organizational documents, in each case as amended or restated, of the Company or any of its subsidiaries, (ii) conflict with or violate any federal, state, foreign or local law, statute, ordinance, rule or regulation (collectively, "Laws") in effect as of the date of this Agreement, or any judgment, order or decree applicable to the Company or any of its subsidiaries or by or to which any of their respective properties is bound or subject or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a

default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a lien or encumbrance on any of the properties or assets of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by or to which the Company or any of its subsidiaries or any of their respective properties is bound or subject.

(b) The execution and delivery of this Agreement by the Company does not, and the performance by the Company of its obligations hereunder, including consummation of the transactions contemplated hereby, will not, require the Company to obtain any consent, license, permit, waiver, approval, authorization or order of, or to make any filing with or notification to, any governmental or regulatory authority, federal, state, local or foreign (collectively, "Governmental Entity"), except (i) the filing of Articles of Merger with the Secretary of State of the State of Texas, (ii) the applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"),
(iii) where the failure to obtain such consents, licenses, permits, waivers, approvals, authorizations or orders, or to make such filings or notifications could not reasonably be expected to cause a Company Material Adverse Effect or to prevent the Company from performing its obligations under this Agreement and
(iv) as disclosed in Section 2.05(b) of the Company Disclosure Schedule.

2.06 PERMITS; COMPLIANCE. Except as disclosed in Section 2.06 of the Company Disclosure Schedule, each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, identification and registration numbers, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted with respect to which the failure of the Company or its subsidiaries to have possession would constitute a Company Material Adverse Effect (collectively, the "Company Permits"). Section 2.06 of the Company Disclosure Schedule sets forth a list of each of the Company Permits and the jurisdiction issuing the same, all of which are in good standing and not subject to meritorious challenge. Section 2.06 of the Company Disclosure Schedule also sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company or the Shareholders, threatened against the Company or any of its subsidiaries that could reasonably be expected to result in the loss, suspension or revocation of a Company Permit. Except as set forth in
Section 2.06 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is in conflict with, in default under or in violation of , and none of them has received, since June 30, 1997, from any Governmental Entity any written notice with respect to any conflict with, default under or violation of,
(i) any Law applicable to the Company or any of its subsidiaries or by or to which any of their respective properties is bound or subject, (ii) any judgment, order or decree applicable to the Company or any of its subsidiaries or by or to which any of their respective properties is bound or subject, or (iii) any of the Company Permits.

2.07 FINANCIAL STATEMENTS. The Company has provided Acquiror with true, correct and complete copies of its audited consolidated balance sheet, income statement and statement of cash flows for the years ended June 30, 1996, 1997, and 1998 and an unaudited consolidated balance sheet, income statement and statement of cash flows for the 9 months ended March 31, 1999

(collectively, the "Company Financial Statements"). Each of the Company Financial Statements (including, in each case, any related notes thereto) (a) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except (i) to the extent disclosed therein or required by changes in GAAP, and (ii) as may be indicated in the notes thereto), and (b) fairly present the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the periods indicated (subject, in the case of unaudited consolidated financial statements for interim periods, to adjustments, consisting only of normal, recurring accruals, necessary to present fairly such results of operations and cash flows).

2.08 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as contemplated by this Agreement or as set forth in Section 2.08 of the Company Disclosure Schedule, since June 30, 1998 the Company and its subsidiaries have conducted their respective businesses only in the ordinary course and in a manner consistent with past practice and there has not been: (i) any damage, destruction or loss with respect to any assets of the Company or any of its subsidiaries that, whether or not covered by insurance, would constitute a Company Material Adverse Effect; (ii) any change by the Company or its subsidiaries in their significant accounting policies; (iii) except for dividends by a wholly owned subsidiary of the Company to the Company or to another wholly owned subsidiary of the Company, any declaration, setting aside or payment of any dividends or distributions in respect of shares of Company Stock or the shares of stock of, or other equity interests in, any subsidiary of the Company or any redemption, purchase or other acquisition of any of the Company's securities or any of the securities of any subsidiary of the Company;
(iv) any material increase in the benefits under, or the establishment or amendment of, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, performance awards (including, without limitation, the granting of stock appreciation rights or restricted stock awards), stock purchase or other employee benefit plan, or any increase in the compensation payable or to become payable to any of the directors or officers of the Company or the employees of the Company and its subsidiaries as a group; or (v) any other Company Material Adverse Effect.

2.09 LITIGATION. Except as disclosed in Section 2.09 of the Company Disclosure Schedule, there is no claim, action, suit, litigation, proceeding, arbitration or investigation of any kind, at law or in equity (including actions or proceedings seeking injunctive relief), pending or, to the knowledge of the Company or any of the Shareholders, threatened against the Company or any of its subsidiaries or any properties or rights of the Company or any of its subsidiaries, and neither the Company nor any of its subsidiaries is subject to any executory judgment, order, writ, injunction, decree or award of any Governmental Entity, including without limitation any cease and desist order and any consent decree, settlement agreement or other similar agreement with any Governmental Entity.

2.10 EMPLOYEE BENEFIT PLANS; LABOR MATTERS.

(a) Each Benefit Plan (as hereinafter defined) is listed in
Section 2.10(a) of the Company's Disclosure Schedule. The Company has delivered or made available to Acquiror a true and correct copy of (i) the most recent annual report (Form 5500) filed with the Internal Revenue Service (the "IRS") for each Benefit Plan for which a Form 5500 is required to be filed, (ii) such Benefit Plan and all amendments thereto, (iii) each trust agreement, if any, relating to such Benefit

Plan, (iv) the most recent summary plan description for each Benefit Plan for which a summary plan description is required, (v) the most recent determination letter, if any, issued by the IRS with respect to any Benefit Plan qualified under section 401 of the Code. "Benefit Plans" shall mean any employee pension benefit plan (whether or not insured), as defined in Section 3(2) of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), any employee welfare benefit plan (whether or not insured) as defined in Section 3(1) of ERISA, any plans that would be employee pension benefit plans or employee welfare benefit plans if they were subject to ERISA, such as foreign plans and plans for directors, any stock bonus, stock ownership, stock option, stock purchase, stock appreciation rights, phantom stock, or other stock plan or agreement (whether qualified or nonqualified), and any bonus, supplemental income, deferred compensation or incentive compensation plan or agreement sponsored, maintained, or contributed to by the Company or any of its subsidiaries for the benefit of any of the present or former directors, officers, employees, agents, consultants, or other similar representatives providing services to or for the Company or any of its subsidiaries in connection with such services or any such plans which have been so sponsored, maintained, or contributed to within six years prior to the date of this Agreement; provided, however, that such term shall not include (x) routine employment policies and procedures developed and applied in the ordinary course of business and consistent with past practice, including wage, vacation, holiday, and sick or other leave policies, (y) workers compensation insurance, and (z) directors and officers liability insurance.

(b) With respect to each Benefit Plan, no event has occurred and there exists no condition or set of circumstances in connection with which the Company or any of its subsidiaries could be subject to any liability under the terms of such Benefit Plan, ERISA, the Code, or any other applicable Law, other than any condition or set of circumstances that could not reasonably be expected to have a Company Material Adverse Effect.

(c) Each Benefit Plan intended to be qualified under section 401 of the Code (i) satisfies in form the requirements of such section except to the extent amendments are not required by Law to be made until a date after the Closing Date, (ii) has received a favorable determination letter from the IRS regarding such qualified status, (iii) has not, since receipt of the most recent favorable determination letter, been amended, and (iv) has not been operated in a way that would adversely affect its qualified status.

(d) There has been no termination or partial termination of any Benefit Plan within the meaning of section 411(d)(3) of the Code.

(e) There are no actions, suits, or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any Benefit Plan or its assets that could reasonably be expected to have a Company Material Adverse Effect.

(f) There is no matter pending (other than routine qualification determination filings) with respect to any Benefit Plan before the IRS, the United States Department of Labor, the Pension Benefit Guaranty Corporation or other governmental authority.

(g) All contributions required to be made to Benefit Plans pursuant to their terms and the provisions of ERISA, the Code, or any other applicable Law have been timely made.

(h) With respect to each Benefit Plan, no event has occurred and, to the knowledge of the Company or any of the Shareholders, there exists no condition or set of circumstances in connection with which the Company or any of its subsidiaries could be subject to any liability with respect to a violation of the terms of such Benefit Plans, ERISA, the Code or any other applicable Law.

(i) There are no collective bargaining or other labor union contracts to which the Company or its subsidiaries is a party applicable to persons employed by the Company or its subsidiaries and no collective bargaining agreement is being negotiated by the Company or any of its subsidiaries. There is no pending or, to the knowledge of the Company or the Shareholders, threatened labor dispute, strike or work stoppage against the Company or any of its subsidiaries. None of the Company, any of its subsidiaries or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of the Company or its subsidiaries that could reasonably be expected to have a Company Material Adverse Effect, and there is no pending or, to the knowledge of the Company or any of the Shareholders, threatened charge or complaint against the Company or any of its subsidiaries by the National Labor Relations Board or any comparable state agency or any other governmental agency.

(j) Section 2.10(j) of the Company Disclosure Schedule contains true and correct (i) copies of all employment agreements to which the Company or any of its subsidiaries is a party; (ii) listings of all officers of the Company who have executed a non-competition agreement with the Company or any of its subsidiaries; (iii) copies of all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its, or any of its subsidiaries, employees; and (iv) summary descriptions of all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its, or any of its subsidiaries, employees. Except as set forth in Section 2.10(j) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries will owe a severance payment or similar obligation to any of their respective employees, officers or directors as a result of the Merger or the other transactions contemplated by this Agreement, and none of such persons will be entitled to severance payments or other benefits as a result of the Merger or the other transactions contemplated by this Agreement in the event of the subsequent termination of their employment.

(k) No Benefit Plan provides retiree medical or retiree life insurance benefits, and neither the Company nor any of its subsidiaries is contractually or otherwise obligated (whether or not in writing) to provide life insurance or medical benefits upon retirement or termination of employment of employees, other than as required by the provisions of Sections 601 through 608 of ERISA and section 4980B of the Code.

(l) Neither the Company nor any corporation, trade, business or entity under common control with the Company, within the meaning of section
414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA ("Commonly Controlled Entity"), contributes to or has an obligation to contribute to, and has not within six years prior to the date of this Agreement contributed to or had an obligation to contribute to, (i) a plan subject to Section 4.2 of the Code or Section 302 of ERISA; (ii) a multi-employer plan within the meaning of
Section 3(37) of ERISA or (iii) a plan subject to Title IV of ERISA.

(m) Except as disclosed on Schedule 2.10(m), neither the Company nor any Commonly Controlled Entity has maintained a Benefit Plan which provides for the purchase of common stock of the Company.

(n) Except as disclosed in Section 2.10(n) of the Company Disclosure Schedule, the Company has not taken any of the following or other similar actions since June 30, 1998: the acceleration of vesting, waiving of performance criteria or the adjustment of awards or any other actions permitted upon a change in control of the Company with respect to any of the Benefit Plans or any of the plans, programs, agreements, policies or other arrangements described in Section 2.10(j) of this Agreement.

(o) In connection with the consummation of the transactions contemplated by this Agreement, no payments of money or other property, acceleration of benefits, or provision of other rights have been or will be made hereunder, under any agreement contemplated herein, or under any Benefit Plans or any of the programs, agreements, policies, or other arrangements described in
Section 2.10(j) of the Company Disclosure Schedule that would be reasonably likely to be nondeductible under section 280G of the Code, whether or not some other subsequent action or event would be required to cause such payment, acceleration, or provision to be triggered.

2.11 TAXES. Except as set forth in Section 2.11 of the Company Disclosure Schedule,

(a) (i) All returns and reports of or with respect to any Tax which is required to be filed with respect to the Company or any its subsidiaries on or prior to the date hereof ("Tax Return") have been duly and timely filed, (ii) all items of income, gain, loss, deduction and credit or other items required to be included in each such Tax Return have been so included and all information provided in each such Tax Return is true, correct and complete in all respects (including, without limitation, documentation relating to any reportable item of income, deduction, gain, loss or credit maintained by the Company), (iii) all Taxes required to be paid with respect to the period covered by each such Tax Return have been timely paid in full, (iv) all withholding Tax requirements imposed on or with respect to Company or any of its subsidiaries have been satisfied in all respects, and (v) no penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax.

(b) There is no claim against the Company or any of its subsidiaries for any amount of Taxes, and no assessment, deficiency or adjustment has been asserted or proposed with respect to any Tax Return of or with respect to the Company or any of its subsidiaries other than those disclosed (and to which are attached true and complete copies of all audit or similar reports) in Section 2.11 of the Company Disclosure Schedule.

(c) The total amounts set up as liabilities for current and deferred Taxes in the Company Financial Statements are sufficient to cover the payment of all Taxes, whether or not assessed or disputed, which are, or are hereafter found to be, or to have been, due by or with respect to the Company and any of its subsidiaries up to and through the periods covered thereby.

(d) Except for statutory liens for current Taxes not yet due, no liens for Taxes exist upon any of the assets of the Company or any of its subsidiaries.

(e) None of the transactions contemplated by this Agreement will result in any Tax liability or the recognition of any item of income or gain to the Company or any of its subsidiaries.

(f) Neither the Company nor any of its subsidiaries has made an election under section 341(f) of the Code.

2.12 TAX MATTERS. None of the Company, its affiliates or the Shareholders has taken or agreed to take any action that would prevent the Merger from constituting a reorganization within the meaning of section 368(a) of the Code. Without limiting the generality of the foregoing:

(a) Prior to and in connection with the Merger, (i) none of the Company Common Stock has been or will be redeemed, (ii) no extraordinary distribution has been or will be made with respect to Company Common Stock, and (iii) none of the Company Common Stock has been or will be acquired by any person related (as defined in Treas. Reg. Section 1.368-1(e)(3) without regard to Section 1.368-1(e)(3)(i)(A)) to the Company.

(b) The Company and the Shareholders of the Company will each pay their respective expenses, if any, incurred in connection with the Merger.

(c) There is no intercompany indebtedness existing between the Company and the Acquiror or between the Company and Acquisition Sub that was issued, acquired, or will be settled at a discount.

(d) The Company is not an investment company as defined in section 368(a)(2)(F)(iii) and (iv) of the Code.

(e) The Company is not under the jurisdiction of a court in a title 11 or similar case within the meaning of section 368(a)(3)(A) of the Code.

2.13 AFFILIATES. Section 2.13 of the Company Disclosure Schedule identifies all persons who, to the knowledge of the Company, may be deemed to be affiliates of the Company within the meaning of that term as used in Rule 145 promulgated pursuant to the Securities Act of 1933, as amended (the "Securities Act"), including, without limitation, all directors and executive officers of the Company.

2.14 CERTAIN BUSINESS PRACTICES. None of the Company, any of its subsidiaries or any directors, officers, agents or employees of the Company or any of its subsidiaries (in their capacities as such) has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful purposes, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, (iii) consummated any transaction, made any payment, entered into any agreement or arrangement or taken any other action in violation of Section 1128B(b) of the Social Security Act, as amended, or (iv) made any other unlawful payment.

2.15 ENVIRONMENTAL. Except as set forth in Section 2.15 of the Company Disclosure Schedule, the Company and each of its subsidiaries is in full compliance with all laws, rules, regulations, orders, judgments, decrees and other legal requirements, foreign and domestic, relating to the prevention of pollution and the protection of the environment, including, without limitation, all such legal requirements pertaining to human health and safety (collectively, "Environmental Laws"). Except as set forth in Section 2.15 of the Company Disclosure Schedule, there is no physical condition existing on any property ever owned, operated, leased or used by the Company or any of its subsidiaries nor are there any physical conditions existing on any other property that may have been impacted by the operations of the Company or any of its subsidiaries that could give rise to any remedial obligation under any Environmental Laws or that could result in any liability to any third party claiming damage to person or property as a result or consequence of such physical conditions. Except as set forth in Section 2.15 of the Company Disclosure Schedule, none of the Company or any of its subsidiaries has caused or permitted its businesses, properties or assets to be used to generate, manufacture, refine, transport, treat, store, handle, dispose of, transfer, produce, or process any Hazardous Substance (as defined below) except in compliance with all Environmental Laws, and has not caused or permitted the Release (as defined below) or arrangement for transport or disposal of any Hazardous Substance on or off the site of any property of any of the Company or any of its subsidiaries. Except as set forth in Section 2.15 of the Company Disclosure Schedule, there are no underground storage tanks on, under, or about any property of the Company or any of its subsidiaries, and to the knowledge of the Company and the Shareholders, no underground storage tanks were previously located on such properties. The Company does not know of, and has not received any written or oral notice or other communications from any Governmental Entity or other third party relating to Hazardous Substances or remediation thereof, of possible liability of or enforcement against any person or entity pursuant to any Environmental Law, other environmental conditions in connection with properties of the Company or any of its subsidiaries, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing. The term "Hazardous Substance" shall mean, without limitation, any hazardous waste, as defined by 42 U.S.C. 6903(5), any hazardous substance, as defined by 42 U.S.C. 9601(14), any pollutant or contaminant, as defined by 42 U.S.C. 9601(33), asbestos or asbestos-containing materials, polychlorinated biphenyls, radon, crude oil or derivatives thereof, petroleum products, and all other toxic substances, hazardous materials or chemical substances regulated by any Environmental Law. The term "Release" shall have the meaning set forth in 42 U.S.C. 9601(22).

2.16 UNDISCLOSED LIABILITIES. Except (i) as and to the extent of the amounts specifically reflected or accrued for in the balance sheet dated as of December 31, 1998, included in the Company Financial Statements or to the extent specifically disclosed as a liability in other representations in this Article II, (ii) for liabilities or obligations incurred in the ordinary course of business since such balance sheet date, or (iii) as set forth in Section 2.16 of the Company Disclosure Schedule, none of the Company or any of its subsidiaries has any liabilities or obligations of any nature whether absolute, accrued, contingent or otherwise, and whether due or to become due. Neither the Company nor any of the Shareholders knows of any basis for the assertion against the Company or any of its subsidiaries of any liability or obligation not excepted by the preceding clauses (i) through (iii) of this Section.

2.17 CERTAIN AGREEMENTS. Except as set forth in Section 2.17 of the Company Disclosure Schedule, none of the Company or any of its subsidiaries is a party to, or bound by, any contract,

agreement or organizational document which purports to restrict, by virtue of a noncompetition, territorial exclusivity or other provision covering such subject matter, the scope of the business or operations of any of the Company or any of its subsidiaries geographically or otherwise.

2.18 CONTRACTS AND COMMITMENTS. Section 2.18 of the Company Disclosure Schedule sets forth (i) a list of each contract or commitment to which the Company or any of its subsidiaries is a party or by which its or their property is bound that involves consideration or other expenditure in excess of $10,000 or performance over a period of more than twelve (12) months or that is otherwise material to the business or operations of the Company and its subsidiaries, taken as a whole ("Material Contracts"); (ii) a list of all real or personal property leases to which any of the Company or any of its subsidiaries is a party ("Leases"); (iii) a list of guarantees, or agreements to indemnify or be contingently liable for, the payment or performance by any person or business entity to which any of the Company or any of its subsidiaries is a party ("Guarantees"); and (iv) a list of contracts or other formal or informal understandings between the Company or any of its subsidiaries and any of its officers, directors, employees, consultants, agents or shareholders (or any of such shareholders' family members or affiliates) ("Affiliate Agreements"). True and complete copies of each Material Contract, Leases, Guarantee and Affiliate Agreement has been furnished to Acquiror prior to the date hereof. Except as specifically disclosed in Section 2.18 of the Company Disclosure Schedule, each of the Material Contracts, Leases, Guarantees and Affiliate Agreements constitutes the valid and legally binding obligation of the parties thereto and is in full force and effect without default on the part of the Company, and to the knowledge of the Company and the Shareholders, any other party thereto.

2.19 AFFILIATE INTERESTS. None of the Shareholders nor any employee, consultant, officer or director, or former shareholder, employee, consultant, officer or director, of the Company or any of its subsidiaries has any interest, direct or indirect, in any property, tangible, or intangible, including, without limitation, patents, trade secrets, other confidential business information, trademarks, service marks or trade names used in or pertaining to the business of the Company or any of its subsidiaries, except for the normal rights of a shareholder and as set forth in Section 2.19 of the Company Disclosure Schedule.

2.20 INTELLECTUAL PROPERTY. The Company or one or more of its subsidiaries own, or hold licenses under or otherwise have the right to use or sublicense, all foreign and domestic patents, trademarks (common law and registered), trademark registration applications, service marks (common law and registered), service mark registration applications, trade names and copyrights, copyright applications, trade secrets, know-how and other proprietary information as are reasonably necessary for the conduct of the business of the Company and its subsidiaries as currently conducted. A list of all such intellectual property is set forth in Section 2.20 of the Company Disclosure Schedule. Neither the Company nor any of its subsidiaries is currently in receipt of any notice of infringement or notice of conflict with the asserted rights of others in any patents, trademarks, service marks, trade names, trade secrets and copyrights owned or held by other persons, except, in each case, for matters that could not reasonably be expected to have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will cause a violation of, breach of the terms of, or any cancellation of any material license held by the Company or any of its subsidiaries with regard to any patent,

trademark, service mark, trade name, trade secret or copyright that reasonably could be expected to have a Company Material Adverse Effect.

2.21 BROKERS. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of the Shareholders.

2.22 INSURANCE. Section 2.22 of the Company Disclosure Schedule sets forth a list of all policies of insurance currently in effect relating to the business or operations of the Company and its subsidiaries (true and complete copies of which have been furnished to Acquiror). Such insurance policies are in full force and effect. The Company and each of its subsidiaries are presently insured, and during each of the past five (5) calendar years have been insured, against such risks as companies engaged in a similar business would, in accordance with good business practice, customarily be insured. Except as set forth in Section 2.22 of the Company Disclosure Schedule, the policies of general liability, malpractice or professional liability, fire, theft and other insurance maintained with respect to the operations, assets or businesses of the Company and its subsidiaries provide adequate coverage against loss. The Company or its subsidiaries have given in a timely manner to their insurers all notices required to be given under such insurance policies with respect to all claims and actions covered by insurance, and no insurer has denied coverage of any such claims or actions or reserved it rights in respect of or rejected any of such claims. None of the Company or any of its subsidiaries has received any notice or other communication from any such insurer canceling or materially amending any of such insurance policies, and no such cancellation is pending or threatened. The execution of this Agreement and the consummation of the transactions contemplated hereby will not cause such insurance policies to lapse, terminate or be canceled and will not result in any party thereto having the right to terminate or cancel such insurance policies.

2.23 PROPERTIES. Except as set forth in Section 2.23 of the Company Disclosure Schedule, the Company and its subsidiaries have good and marketable title, free and clear of all liens to all their material properties and assets whether tangible or intangible, real, personal or mixed, reflected in the Company Financial Statements as being owned by the Company and its subsidiaries, as of the date thereof, other than (i) any properties or assets that have been sold or otherwise disposed of in the ordinary course of business since the date of such Company Financial Statements, (ii) liens disclosed in the notes to such financial statements, (iii) statutory liens for current Taxes not yet due and
(iv) liens arising in the ordinary course of business. All buildings, and all fixtures, equipment and other property and assets that are material to its business on a consolidated basis, held under leases or subleases by the Company or any of its subsidiaries, are held under valid instruments enforceable in accordance with their respective terms, subject to applicable Laws of bankruptcy, insolvency or similar Laws relating to creditors' rights generally and to general principles of equity (whether applied in a proceeding in law or equity). All of the Company's and its subsidiaries' equipment in regular use has been reasonably maintained and is in serviceable condition, reasonable wear and tear excepted.

2.24 GOOD TITLE. Each of the Shareholders is the sole record and beneficial owner of, and has good and valid title to, the number of shares of Company Stock set forth opposite such Shareholder's name on Schedule 1.06(a) to this Agreement, free and clear of all liens, claims, encumbrances, options, voting trusts or agreements, proxies or other claims or charges of any nature

whatsoever (other than resulting from this Agreement), except as disclosed in
Section 2.24 of the Company Disclosure Schedule.

2.25 CERTAIN SECURITIES LAW MATTERS.

(a) Each of the Shareholders, either alone or with his or its purchaser representative as defined in Rule 501(h) under the Securities Act, if any, has substantial experience in evaluating and investing in private placement transactions so that such Shareholder is capable of evaluating the merits and risks of his or its investment in the Acquiror Shares. Each of the Shareholders, by reason of such Shareholder's business or financial experience, either alone or with his or its purchaser representative as defined in Section 501(h) under the Securities Act, if any, has the capacity to protect such Shareholder's own interests in connection with the acquisition of the Acquiror Shares hereunder. Each of the Shareholders who has designated himself, herself or itself, as the case may be, (i) as an "accredited investor" on the signature page hereto is an "accredited investor" as defined in Rule 501 of Regulation D promulgated pursuant to the Securities Act or (ii) as a "nonaccredited investor" is not an "accredited investor" and, either alone or with his purchaser representatives, has such knowledge and experience in financial and business matters that he or it is capable of evaluating the merits and risks of the transactions contemplated by this Agreement. Acquiror has provided each of the Shareholders or his or its purchaser representative, if any, with copies of the Acquiror SEC Reports (as such term is defined in Section 3.05, as well as certain financial and other information on the Acquiror). Each of the Shareholders or his or its purchaser representative, if any, is familiar with the business and financial condition, properties, operations and prospects of Acquiror and has had an opportunity to discuss Acquiror's business and financial condition, properties, operations and prospects with Acquiror's management. Each of the Shareholders or his purchaser representative, if any, has also had an opportunity to ask questions of officers of Acquiror, which questions were answered to such Shareholder's satisfaction. Each of the Shareholders understands that such discussion was intended to describe certain aspects of Acquiror's business and financial condition, properties, operations and prospects, but were not a thorough or exhaustive description.

(b) Each of the Shareholders understands that the Acquiror Shares may be "restricted securities" under the applicable federal securities laws and that the Securities Act and the rules of the Commission provide in substance that such Shareholder may dispose of the Acquiror Shares only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and each Shareholder further understands that, and except as provided under the Long- Term Incentive Plan, Acquiror has no obligation or intention to register the Acquiror Shares, or to take action or not to take action so as to permit or prevent sales pursuant to the Securities Act (including Rule 144) thereunder which permits limited resales of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the issue, the resale occurring not less than one (1) year after a party has purchased and paid for the security to be sold, the sale being effected through a "broker's transaction" or in transactions with a "market maker" and the number of shares being sold not exceeding specified limitations. Accordingly, such Shareholder understands that under the Commission's rules, such Shareholder may dispose of the Acquiror Shares in transactions which are exempt from registration under the Securities Act. As a consequence of all of the foregoing, each Shareholder understands that such

Shareholder must bear the economic risk of the investment in the Acquiror Shares for an indefinite period of time.

(c) Each of the Shareholders acknowledges and agrees that such Shareholder is not relying upon Acquiror or the Company or their respective officers, directors, employees or agents, as to the United States federal income tax or any other tax consequences to such Shareholder of the transactions contemplated by this Agreement. As to all such tax consequences, such Shareholder hereby agrees and represents that such Shareholder has consulted with such Shareholder's own legal and tax advisors to the extent that such Shareholder has deemed such consultation necessary or appropriate, that such Shareholder is making such Shareholder's own determination as to what the tax consequences of the transactions contemplated hereby will be to such Shareholder and that neither Acquiror nor the Company is making any representation, express or implied, as to any such tax consequences.

2.26 AUTHORIZATION AND VALIDITY OF AGREEMENT. Each of the Shareholders has the full power, legal right, capacity and authority to enter into, execute and deliver this Agreement and to carry out and perform the transactions contemplated hereby. This Agreement constitutes a valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF ACQUIROR

Acquiror hereby represents and warrants to the Company and the Shareholders that:

3.01 ORGANIZATION AND QUALIFICATION. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Netherlands and Acquisition Sub is a corporation duly organized, validly existing and in good standing under the Laws of the State of Texas. Each of the Acquiror Companies has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification necessary, other than where the failure to be so duly qualified and in good standing could not reasonably be expected to have an Acquiror Material Adverse Effect. The term "Acquiror Material Adverse Effect" as used in this Agreement shall mean any change or effect that would be materially adverse to the financial condition, results of operations, business or prospects of Acquiror and its subsidiaries, taken as a whole, at the time of such change or effect.

3.02 CAPITALIZATION.

(a) The authorized capital stock of Acquiror consists of (i) 100,000,000 Acquiror Shares, of which, as of June 1, 1999 (A) 29,414,784 are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of any preemptive or similar rights created by statute, Acquiror's Articles of Association or Bylaws (or the equivalent organizational documents) (collectively, the "Acquiror Organizational Documents") or

any agreement to which Acquiror is a party or is bound; (B) no shares are held in the treasury of Acquiror and (C) 1,785,000 shares are reserved for future issuance pursuant to stock option plans of Acquiror and (ii) 3,000,000 Preference Shares, par value NLG 0.03, none of which were issued or outstanding. The authorized capital stock of Acquisition Sub consists of 1,000 shares of common stock, no par value per share, of which, as of the date hereof, 100 shares are issued and outstanding. All of the issued and outstanding capital stock of Acquisition Sub is owned by Acquiror.

(b) The Acquiror Shares to be issued pursuant to the Merger will be duly authorized, validly issued, fully paid and nonassessable.

3.03 AUTHORITY. Each of the Acquiror Companies has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Acquiror Companies and the performance by each of the Acquiror Companies of its obligations hereunder, including the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of either of the Acquiror Companies are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the Acquiror Companies and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes the legal, valid and binding obligation of each of the Acquiror Companies enforceable against the Acquiror Companies in accordance with its terms.

3.04 NO CONFLICT; REQUIRED FILINGS AND CONSENTS.

(a) Assuming that all consents, licenses, permits, waivers, approvals, authorizations, orders, filings and notifications contemplated by the exceptions to Section 3.04(b) are obtained or made and except as otherwise disclosed in Section 3.04(a) of the Disclosure Schedule delivered by Acquiror to the Company contemporaneously with the execution and delivery of this Agreement (the "Acquiror Disclosure Schedule"), the execution and delivery of this Agreement by the Acquiror Companies does not, and performance of their respective obligations hereunder, including the consummation of the transactions contemplated hereby, will not (i) conflict with or violate the Acquiror Organizational Documents or the Articles of Incorporation or Bylaws of Acquisition Sub, (ii) conflict with or violate any Laws in effect as of the date of this Agreement or any judgment, order or decree applicable to Acquiror or any of Acquiror's subsidiaries or by or to which any of their properties is bound or subject or (iii) result in any breach of or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a lien or encumbrance on any of the properties or assets of Acquiror or any of Acquiror's subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Acquiror or any of Acquiror's subsidiaries is a party or by or to which Acquiror or any of Acquiror's subsidiaries or any of their respective properties is bound or subject.

(b) The execution and delivery of this Agreement by the Acquiror Companies does not, and the performance of this Agreement by the Acquiror Companies, including the consummation of the transactions contemplated hereby, will not require Acquiror or Acquisition Sub to obtain any consent, license, permit, waiver approval, authorization or order of, or to make any

filing with or notification to, any Governmental Entities, except (i) for the filing of Articles of Merger with the Secretary of State of the State of Texas,
(ii) the applicable requirements of the HSR Act or the Exchange Act, (iii) the applicable requirements of the New York Stock Exchange ("NYSE"), (iv) where the failure to obtain such consents, licenses, permits, waivers, approvals, authorizations or orders, or to make such filings or notifications could not reasonably be expected to prevent Acquiror or Acquisition Sub from performing their respective obligations under this Agreement and (v) as disclosed in
Section 3.04(b) of the Acquiror Disclosure Schedule.

3.05 REPORTS; FINANCIAL STATEMENTS.

(a) Since December 31, 1998, Acquiror has filed all forms, reports, statements and other documents required to be filed with the Commission, including without limitation (i) all Annual Reports on Form 10-K,
(ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on Form 8- K and (v) all other reports, schedules, registration statements or other documents (collectively referred to as the "Acquiror SEC Reports"). The Acquiror SEC Reports were prepared in all material respects in accordance with the requirements of applicable Law (including the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to the Acquiror SEC Reports) and the Acquiror SEC Reports did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b) Each of the historical consolidated financial statements (including, in each case, any related notes thereto) contained in the Acquiror SEC Reports (i) have been prepared in accordance with the published rules and regulations of the Commission and GAAP applied on a consistent basis throughout the periods involved (except (A) to the extent disclosed therein or required by changes in GAAP, (B) as may be indicated in the notes thereto and (C) in the case of the unaudited financial statements, as permitted by the rules and regulations of the Commission) and (ii) fairly present the consolidated financial position of Acquiror and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the periods indicated (subject, in the case of unaudited consolidated financial statements for interim periods, to adjustments, consisting only of normal, recurring accruals, necessary to present fairly such results of operations and cash flows).

3.06 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as disclosed in the Acquiror SEC Reports filed prior to the date of this Agreement or as contemplated by this Agreement, since December 31, 1998, Acquiror and its subsidiaries have conducted their respective businesses only in the ordinary course and in a manner consistent with past practice and there has not been any Acquiror Material Adverse Effect.

3.07 TAX MATTERS.

(a) Neither the Acquiror nor any of its affiliates has taken or agreed to take any action that would prevent the Merger from constituting a reorganization within the meaning of section 368(a) of the Code.

(b) Acquiror qualifies to be treated as a "party to a reorganization" within the meaning of Section 368(b) of the Code in connection with the Merger.

(c) Acquiror, or if applicable, any qualified subsidiary (as defined in Section 1.367(a)-3(c)(5)(vii) of the United States Treasury Regulations) or any qualified partnership (as defined in Section 1.367(a)-3(c)(5)(viii) of the United States Treasury Regulations) has been engaged in an active trade or business outside the United States (as defined in
Section 1.367(a)-2T(b)(2) and (3) of the United States Treasury Regulations) for the entire 36-month period immediately before the Effective Time of the Merger. Acquiror (and, if applicable, any qualified subsidiary or qualified partnership engaged in the active trade or business) has no intention to substantially dispose of or discontinue such trade or business. At the Effective Time of the Merger, the fair market value of the Acquiror is at least equal to the fair market value of the Company as determined pursuant to Section 1.367-3(c)(3)(viii) of the United States Treasury Regulations.

(d) Stock representing fifty percent (50%) or less of both the total voting power and total value of the stock of Acquiror will be issued in the Merger.

(e) Fifty percent (50%) or less of each of the total voting power and the total value of the stock of Acquiror will be owned, in the aggregate, immediately after the Effective Time of the Merger by United States persons that are either officers or directors of the Company or that are shareholders of the Company who own at least five percent (5%) of either the total voting power or total value of the Company immediately prior to the Merger. For purposes of this representation, any stock of Acquiror owned by United States persons immediately after the Effective Time of the Merger will be taken into account, whether or not it was received in the Merger for stock of the Company.

3.08 BROKERS. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Acquiror.

ARTICLE IV

COVENANTS OF THE SHAREHOLDERS

4.01 AFFIRMATIVE COVENANT. Each of the Shareholders covenants and agrees that, prior to the Closing Date, such Shareholder will take all commercially reasonable actions necessary to ensure that the Company complies with Articles V and VII hereof.

4.02 NEGATIVE COVENANTS. Each of the Shareholders covenants and agrees that from the date of this Agreement until the Effective Time, such Shareholder will not:

(a) take any action that reasonably could be expected to result in (i) any of the representations and warranties of such Shareholder and the Company set forth in Article II hereof becoming untrue or (ii) any of the conditions set forth in Article IX hereof not being satisfied; or

(b) initiate, solicit or encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal relating to, or that may reasonably be expected to lead to, any Competing Transaction (as hereinafter defined), or enter into discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to, or endorse, any Competing Transaction, or authorize or permit any agent, investment banker, financial advisor, attorney, accountant or other representative retained by such Shareholder to take any such action, and such Shareholder shall promptly notify Acquiror of all relevant terms of any such inquiries or proposals received by such Shareholder or by any such agent, investment banker, financial advisor, attorney, accountant or other representative relating to any of such matters and if such inquiry or proposal is in writing, such Shareholder shall promptly deliver or cause to be delivered to Acquiror a copy of such inquiry or proposal. For purposes of this Agreement, "Competing Transaction" shall mean any merger, consolidation, share exchange, business combination or similar transaction involving the Company or any of its subsidiaries or the acquisition in any manner, directly or indirectly, of a material interest in any voting securities of, or a material equity interest in a substantial portion of the assets of, the Company or any of its subsidiaries, other than the transactions contemplated by this Agreement.

ARTICLE V

COVENANTS OF THE COMPANY

5.01 AFFIRMATIVE COVENANTS OF THE COMPANY. The Company hereby covenants and agrees that, prior to the Effective Time, unless otherwise expressly contemplated by this Agreement or consented to in writing by Acquiror, the Company will and will cause each of its subsidiaries to:

(a) operate its business in the usual and ordinary course consistent with past practices;

(b) use all reasonable efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its respective officers and key employees and maintain its relationships with its respective customers and suppliers;

(c) maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, and maintain supplies and inventories in quantities consistent with its customary business practice;

(d) use all reasonable efforts to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained;

(e) ensure that the cash on hand at the Company shall not be less than $3,800,000 and the aggregate outstanding balance of long-term and short-term debt for borrowed money (except as set forth in Section 7.10) shall not be greater than zero; and

(f) use its best efforts to ensure that the Shareholders' Representative shall execute and deliver the Escrow Agreement.

5.02 NEGATIVE COVENANTS OF THE COMPANY. Except as expressly contemplated by this Agreement or otherwise consented to in writing by Acquiror, from the date of this Agreement until the Effective Time, the Company will not do, and will not permit any of its subsidiaries to do, any of the following:

(a) (i) increase the compensation payable to or to become payable to any director or executive officer; (ii) increase the compensation payable or pay bonuses to employees of the Company other than in the ordinary course of business, (iii) grant any severance or termination pay (other than pursuant to the normal severance practices of the Company or its subsidiaries as in effect on the date of this Agreement) to, or enter into any employment or severance agreement with, any director, officer or employee; (iv) except as set forth in
Section 2.10(a) of the Company Disclosure Schedule, establish, adopt or enter into any Benefit Plan or (v) except as may be required by applicable Law or as set forth in Section 2.10(a) of the Company Disclosure Schedule, amend, or take any other actions (including, without limitation, the acceleration of vesting, waiving of performance criteria or the adjustment of awards or any other actions permitted upon a "change in control" (as defined in the respective plans) of the Company, with respect to any of the Benefit Plans or any of the plans, programs, agreements, policies or other arrangements described in
Section 2.10(a) of this Agreement;

(b) declare or pay any dividend on, or make any other distribution in respect of, outstanding shares of capital stock or other equity interests, except dividends by a wholly owned subsidiary of the Company to the Company or another wholly owned subsidiary of the Company;

(c) (i) except as described in Section 2.03(c) of the Company Disclosure Schedule, redeem, purchase or otherwise acquire any shares of its or any of its subsidiaries' capital stock or any securities or obligations convertible into or exchangeable for any shares of its or its subsidiaries' capital stock (other than any such acquisition directly from any wholly owned subsidiary of the Company in exchange for capital contributions or loans to such subsidiary), or any options, warrants or conversion or other rights to acquire any shares of its or its subsidiaries' capital stock or any such securities or obligations;
(ii) effect any reorganization or recapitalization of the Company or any of its subsidiaries; or (iii) split, combine or reclassify any of its or its subsidiaries' capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its or its subsidiaries' capital stock;

(d) (i) except as set forth in Section 2.03(a) hereof or as described in Section 2.03(c) of the Company Disclosure Schedule, issue (whether upon original issue or out of treasury), sell, grant, award, deliver or limit the voting rights of any shares of any class of its or its subsidiaries' capital stock, any securities convertible into or exercisable or exchangeable for any such shares, or any rights, warrants or options to acquire, any such shares; (ii) amend or otherwise modify the terms of any such rights, warrants or options the

effect of which shall be to make such terms materially more favorable to the holders thereof; or (iii) take any action to accelerate the vesting of any of the stock options;

(e) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other person (other than the purchase of assets from suppliers or vendors in the ordinary course of business and consistent with past practice);

(f) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets or any assets of any of its subsidiaries, except for pledges or dispositions of assets in the ordinary course of business and consistent with past practice;

(g) initiate, solicit or encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal relating to, or that may reasonably be expected to lead to, any Competing Transaction, or enter into discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Competing Transaction, or agree to, or endorse, any Competing Transaction, or authorize or permit any of the officers, directors, employees or agents of the Company or any of its subsidiaries or any agent, investment banker, financial advisor, attorney, accountant or other representative retained by the Company or any of the Company's subsidiaries to take any such action, and the Company shall promptly notify Acquiror of all relevant terms of any such inquiries or proposals received by the Company or any of its subsidiaries or by any such officer, director, employee, agent, investment banker, financial advisor, attorney, accountant or other representative relating to any of such matters and if such inquiry or proposal is in writing, the Company shall promptly deliver or cause to be delivered to Acquiror a copy of such inquiry or proposal;

(h) release any third party from its obligations under any existing standstill agreement or arrangement relating to a Competing Transaction or otherwise under any confidentiality or other similar agreement relating to information material to the Company or any of its subsidiaries;

(i) propose to adopt any amendments to its Articles of Incorporation or its Bylaws that would have an adverse effect on the consummation of the transactions contemplated by this Agreement;

(j) (i) change any of its significant accounting policies or
(ii) make or rescind any express or deemed election relating to Taxes, settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or change any of its methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of the federal income tax returns for the taxable year ending December 31 1997, except, in the case of clause (i) or clause
(ii), as may be required by Law or GAAP;

(k) incur any obligation for borrowed money or purchase money indebtedness, whether or not evidenced by a note, bond, debenture or similar instrument or under any financing lease, whether pursuant to a sale-and-leaseback transaction or otherwise, except in the ordinary course of business consistent with past practice;

(l) enter into any material arrangement, agreement or contract with any third party (other than customers in the ordinary course of business); or

(m) agree in writing or otherwise to do any of the foregoing.

ARTICLE VI

COVENANTS OF ACQUIROR

6.01 AFFIRMATIVE COVENANTS OF ACQUIROR. Acquiror hereby covenants and agrees that, prior to the Effective Time, unless otherwise expressly contemplated by this Agreement or consented to in writing by the Company and the Shareholders, Acquiror will:

(a) use all reasonable efforts to preserve substantially intact its business organization;

(b) maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, and maintain supplies and inventories in quantities consistent with its customary business practice; and

(c) use all reasonable efforts to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained.

6.02 NEGATIVE COVENANTS OF ACQUIROR. Except as expressly contemplated by this Agreement or otherwise consented to in writing by the Company and the Shareholders, from the date of this Agreement until the Effective Time, Acquiror will not do any of the following:

(a) amend any of the material terms or provisions of the Acquiror Shares;

(b) knowingly take any action that would result in a failure to maintain the listing of the Acquiror Shares on the New York Stock Exchange;

(c) propose to adopt any amendments to the Acquiror Organizational Documents that would have an adverse effect on the consummation of the transactions contemplated by this Agreement; or

(d) agree in writing or otherwise to do any of the foregoing.

ARTICLE VII

ADDITIONAL AGREEMENTS

7.01 NOTIFICATION OF CERTAIN MATTERS. The Company and each of the Shareholders shall give prompt notice to Acquiror, and Acquiror shall give prompt notice to the Company, orally and in writing, of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of the party giving such notice contained in this Agreement to be untrue or inaccurate at any time from the date hereof to the Effective Time, (ii) any material failure of the party giving such notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder within the time specified therefor and
(iii) any change or event having, or which, insofar as can be reasonably foreseen, could have, a material adverse effect on the financial condition, results of operations, business or prospects of Acquiror or the Company.

7.02 ACCESS AND INFORMATION. Between the date hereof and the Closing Date:

(a) The Company shall, and shall cause its subsidiaries to,
(i) afford to Acquiror and its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, the "Acquiror Representatives") access during ordinary business hours and at other reasonable times, upon reasonable prior notice, to the officers, employees, accountants, agents, properties, offices and other facilities of the Company and its subsidiaries and to the books and records thereof and (ii) furnish promptly to Acquiror and the Acquiror Representatives such information concerning the business, properties, contracts, records and personnel of the Company and its subsidiaries (including, without limitation, financial, operating and other data and information) as may be reasonably requested, from time to time, by Acquiror or the Acquiror Representatives.

(b) Notwithstanding the foregoing provisions of this Section 7.02, the Company shall not be required to grant access or furnish information to the Acquiror Representatives to the extent that such access or the furnishing of such information is prohibited by Law or contract. No investigation by the Acquiror Representatives made heretofore or hereafter shall affect the representations and warranties of the Company that are contained herein and each such representation and warranty shall survive such investigation.

(c) The Acquiror shall hold in confidence and not disclose, except on a "need to know" basis to its respective Acquiror Representatives, all nonpublic information received from the Company ("Confidential Information") until such time as such Confidential Information is otherwise publicly available and, if this Agreement is terminated, Acquiror will deliver to the Company all documents, work papers and other materials (including copies) obtained by such party or on its behalf from another party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof. The foregoing obligations of confidentiality and nondisclosure shall be effective for a period of two (2) years after such termination; provided, however, that such obligation shall terminate at the Closing.

(d) In the event that the Acquiror, or anyone to whom it supplies Confidential Information, receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena or order issued by a Governmental Entity, Acquiror agrees

(i) to notify the Company immediately of the existence, terms and circumstances surrounding such request, (ii) to consult with the Company on the advisability of taking legally available steps to resist or narrow such request, and (iii) if disclosure of such Confidential Information is required to prevent Acquiror from being held in contempt or subject to other penalty, to furnish only such portion of the Confidential Information as the Acquiror is legally compelled to disclose and to exercise its best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information.

(e) In addition to the foregoing, the rights and obligations under that certain Confidentiality Agreement by and between Acquiror, the Company and Chisholm Energy Partners executed in December, 1998, shall not be affected by this Agreement, and shall remain in full force and effect; provided, however, such Confidentiality Agreement shall terminate on the Closing.

7.03 APPROPRIATE ACTION; CONSENTS; FILINGS.

(a) The Company and Acquiror shall each use, and shall cause each of their respective subsidiaries to use, and each of the Shareholders shall use, all reasonable efforts promptly (i) to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) to obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by the Company, Acquiror or any of the Shareholders, respectively, or any of the Company's or Acquiror's respective subsidiaries, in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, (iii) to make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, (B) the HSR Act and (C) any other applicable Law; provided that Acquiror and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the nonfiling party and its advisors prior to filing and, if requested, shall accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and Acquiror shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement.

(b) Acquiror, the Company and each of the Shareholders agree, and Acquiror and the Company shall cause each of their respective subsidiaries, to cooperate and to use all reasonable efforts to contest and resist any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (an "Order") that is in effect and that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action. Acquiror, the Company and each of the Shareholders also agree to take any and all reasonable actions, including, without

limitation, the disposition of assets or the withdrawal from doing business in particular jurisdictions, required by regulatory authorities as a condition to the granting of any approvals required in order to permit the consummation of the Merger or as may be required to avoid, lift, vacate or reverse any legislative or judicial action that would otherwise cause any condition to the Merger not to be satisfied; provided, however, that in no event shall any party take, or be required to take, any action that could reasonably be expected to have a Company Material Adverse Effect or an Acquiror Material Adverse Effect.

(c) The Company, Acquiror and each of the Shareholders shall each promptly give (or shall cause their respective subsidiaries to give) any notices regarding the Merger, this Agreement or the transactions contemplated hereby to third parties required by Law or by any contract, license, lease or other agreement to which such person is a party or by which such person is bound, and use (and cause its subsidiaries to use) all reasonable efforts to obtain any third party consents (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) otherwise required under any contracts, licenses, leases or other agreements in connection with the consummation of the transactions contemplated by this Agreement or (iii) required to prevent a Company Material Adverse Effect or an Acquiror Material Adverse Effect, respectively, from occurring after the Effective Time.

(d) If any party shall fail to obtain any third party consent described in subsection (c)(i) above, such party shall use all reasonable efforts, and shall take any such actions reasonably requested by the other parties, to limit the adverse effect upon the Company and Acquiror, their respective subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result after the Effective Time, from the failure to obtain such consent.

7.04 PUBLIC ANNOUNCEMENTS. Acquiror and the Company shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement or the Merger and shall not issue any such press release or make any such public statement prior to such consultation; provided, however, that a party may, without consulting with the other party, issue such a press release or make such a public statement if required by applicable Law or the rules of the NYSE or a national securities exchange if such party has used commercially reasonable efforts to consult with the other party but has been unable to do so in a timely manner.

7.05 EXPENSES. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses. The Company shall have fully paid all outside legal and accounting expenses incurred in connection with this Agreement on or before the Closing.

7.06 EMPLOYEES OF COMPANY.

(a) As soon as reasonably practicable after the Effective Time, but in any event not later than January 1, 2000, Acquiror shall provide employee benefit plans and arrangements to employees of the Company and its subsidiaries that are similar to the employee benefit plans and arrangements of Acquiror for similarly situated employees of the Acquiror as then in effect.

(b) The Company acknowledges that any benefits plans of the Acquiror that may be provided to the employees of the Company after the Effective Time may be substantially different from those provided such employees of the Company prior to the Merger.

(c) The employees of Company and its subsidiaries shall be credited for their actual years of service with the Company for purposes of eligibility, vesting and benefit accrual under all benefit plans provided by Acquiror in accordance with this Section 7.07, including, but not limited to, vacation, severance, retirement and disability plans, but excluding any defined benefit plans.

(d) Such employee benefits under any medical plan provided by Acquiror in accordance with this Section 7.07 shall not be subject to any exclusions for any pre-existing conditions to the extent such exclusions did not apply under the Company's medical plan, and credit shall be received for any deductibles or out-of-pocket amounts previously paid by employees of the Company and its subsidiaries for the current plan year under the medical plan maintained by the Company.

(e) Nothing in this Agreement is intended to confer upon any employee of the Company or its subsidiaries retained by Acquiror after Closing ("Retained Employees") any right to continued employment after evaluation by Acquiror and its affiliates of their employment needs at any time after the Closing.

(f) Notwithstanding any provision in this Agreement to the contrary, Acquiror expressly reserves the right to amend, modify, or terminate any benefit plan, program or policy established or maintained by Acquiror or any of its affiliates (including, without limitation, the Company or its subsidiaries) for the benefit of the Retained Employees.

7.07 TAX-FREE REORGANIZATION. Subject to the terms and conditions hereof, Acquiror and the Company shall each use its best efforts to cause the Merger to be treated as a reorganization within the meaning of section 368(a) of the Code and to constitute a tax-deferred transaction for the Shareholders under section 367 of the Code. Acquiror shall cause the Company to comply with all applicable reporting requirements under section 367(a) of the Code and U.S. Treasury Regulations issued thereunder, including, without limitation, the reporting requirements set forth in section 1.367(a)-3(c)(6) of the U.S. Treasury Regulations.

7.08 INFORMATION FOR TAX RETURNS. From and after the Closing, the Acquiror Companies shall cooperate with the Shareholders by providing and granting access to the Shareholders, promptly upon request, to such records, documents and other information regarding the Company and its subsidiaries as the Shareholders may reasonably request from time to time, in connection with the preparation or audit of any Tax Returns of any of the Company, its subsidiaries or the Shareholders, and for audits, disputes, refund claims, or litigation or other proceedings relating thereto.

7.09 NO HEDGING TRANSACTIONS. The Shareholders acknowledge that the entering into of or participation in hedging or other derivative transactions that include Common Stock, or derivatives thereof, of the Acquiror may have an effect in the overall market for Common Stock of the Acquiror and, further, that Acquiror has a policy restricting executives and affiliates from

engaging or participating in such transactions. Accordingly, the Shareholders agree that they will not enter into any hedging or similar transaction (whether through use of a forward contract, swap agreement, option or other instrument) that in any way involves Common Stock of Acquiror or any derivatives thereof without the prior written consent of Acquiror in its sole discretion; provided, however, that the limitations imposed by this Section 7.10 shall not apply to the Estate of Paul J. Cernock, Deceased or the Estate of Elizabeth M. Cernock, Deceased.

7.10 PAYMENT OF CERTAIN COMPANY DEBT. No more than 90 days after the Closing, the Acquiror shall cause the Company and its subsidiaries to repay in full all amounts due and owing, including, without limitation, all associated principal, interest, and pre-payment penalties, if any, with respect to the following Company loans that have been previously guaranteed by Paul J. Cernock, Deceased:

                                                            ORIGINAL
                                                              LOAN                    BALANCE DUE
              CREDITOR           LOAN NUMBER                 AMOUNT                  AS OF 3/31/99
Sterling Bank                      112596834               $ 60,000.00                  $13,333.24
Sterling Bank                       01596054               $100,000.00                  $15,415.32
Bank of America, FSB                 1002520               $275,000.00                 $262,082.97
Denver, Colorado                  (SBA Loan)
SBA Lending Group
         No. 51002
P. O. Box 98624
Las Vegas, Nevada
Denver Urban Economic        CDC892888-30-09               $227,000.00                 $212.879.13
Development Corporation           (SBA Loan)
3003 Arapahoe Street
Denver, Colorado
                  TOTAL                                    $662,000.00                 $503,710.66

The Acquiror shall use reasonable efforts and cooperate with the Shareholders to have each of the Shareholders released, as of the Closing Date, from all Guarantees.

7.11 INDEMNIFICATION OF DIRECTORS AND OFFICERS. Acquiror and the Company agree that the indemnification obligations set forth in the Articles of Incorporation and Bylaws of the Company, in each case as of the date of this Agreement, shall survive the Merger and after the Effective Time any amendment, repeal or other modification of the Articles of Incorporation or Bylaws shall not adversely affect the rights thereunder of the individuals who on or prior to the Effective Time were directors, officers, employees or agents of the Company or its subsidiaries.

ARTICLE VIII

INDEMNIFICATION

8.01 IN GENERAL. Subject to the terms and conditions of this Article VIII, the Shareholders agree, jointly and severally, to indemnify, defend and hold harmless Acquiror and its directors, officers, employees, consultants, affiliates and controlling persons (collectively, and including the Company and its subsidiaries after the Effective Time, the "Acquiror Indemnified Parties" or an "Acquiror Indemnified Party"), from and against all Claims asserted against, resulting from, imposed upon or incurred by Acquiror or any other Acquiror Indemnified Party, directly or indirectly, by reason of, arising out of, or resulting from (a) the inaccuracy or breach of any representation or warranty of the Company or any of the Shareholders contained in or made pursuant to this Agreement or (b) the breach of any covenant or agreement of the Company or any of the Shareholders contained in or made pursuant to this Agreement. As used in this Article VIII, the term "Claim" shall include (i) all debts, liabilities and obligations, (ii) all losses, damages, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and reasonable attorneys' fees and expenses), and (iii) all demands, claims, actions, costs of investigation, causes of action, proceedings, arbitrations, judgments, settlements and assessments, whether or not ultimately determined to be valid.

8.02 NO EXHAUSTION OF REMEDIES. The Shareholders acknowledge that their obligation under Section 8.01 of this Agreement is independent of the obligations of the Company pursuant to this Agreement, and that the Shareholders waive any right to require the Acquiror Indemnified Parties to (i) proceed against the Company; or (ii) pursue any other remedy whatsoever in the power of the Acquiror Indemnified Parties.

8.03 DEFENSE OF THIRD PARTY CLAIMS. The obligation of the Shareholders to indemnify the Acquiror Indemnified Parties under this Article VIII with respect to Claims relating to or arising from third parties (a "Third Party Claim") shall be subject to the following terms and conditions:

(a) Notice and Defense. The Acquiror Indemnified Party will give the other party or parties (whether one or more, the "Indemnifying Party") prompt written notice (including all documents and other nonprivileged information in the Acquiror Indemnified Party's possession related thereto) of any such Third Party Claim, and the Indemnifying Party may undertake the defense thereof by representatives chosen by it upon written notice to the Acquiror Indemnified Party provided within 20 days of receiving notice of such Third Party Claim (or sooner if the nature of the Third Party Claim so requires). Failure of the Acquiror Indemnified Party to give such notice shall not affect the Indemnifying Party's duty or obligations under this Article VIII, except to the extent the Indemnifying Party is materially prejudiced thereby. The Acquiror Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by the Indemnifying Party and in the possession or under the control of the Acquiror Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such claim, and shall in other respects give reasonable cooperation in such defense.

(b) Failure to Defend. If the Indemnifying Party, within 20 days after notice of any such Third Party Claim (or sooner if the nature of any Third Party Claim so requires), fails to undertake the defense of such Third Party Claim actively and in good faith, then the

Acquiror Indemnified Party will have the right to undertake the defense, compromise or settlement of such Third Party Claim, or consent to the entry of a judgment with respect thereto.

(c) Acquiror Indemnified Party's Rights. Anything in this Article VIII to the contrary notwithstanding, (i) if there is a reasonable probability that the Third Party Claim may adversely affect the Acquiror Indemnified Party other than as a result of money damages or other money payments in an aggregate amount of less than $25,000, the Acquiror Indemnified Party shall have the right to defend, compromise or settle such Third Party Claim (provided that the Acquiror Indemnified Party shall not settle such Third Party Claim or consent to any judgment without first obtaining the consent of the Indemnifying Party, which shall not be unreasonably withheld), and (ii) the Indemnifying Party shall not without the written consent of the Acquiror Indemnified Party, settle or compromise any Third Party Claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Acquiror Indemnified Party of an unconditional release from all liability in respect of such Third Party Claim.

8.04 PAYMENT; ARBITRATION. Upon the occurrence of a Claim (subject to
Section 8.03 with respect to a Third Party Claim) for which indemnification is believed to be due hereunder, the Indemnified Party shall provide notice of such Claim to the Indemnifying Party, stating in specific terms the circumstances giving rise to the Claim, specifying the amount of the Claim and making a request for any payment then believed due. Any Claim shall be conclusive against the Indemnifying Party in all respects 30 days after receipt by the Indemnifying Party of such notice, unless within such period the Indemnifying Party sends the Indemnified Party a notice disputing the propriety of the Claim. Such notice of dispute shall describe the basis for such objection and the amount of the Claim as to which the Indemnifying Party does not believe should be subject to indemnification. Upon receipt of any such notice of dispute, both the Indemnified Party and the Indemnifying Party shall use all reasonable efforts to cooperate and arrive at a mutually acceptable resolution of such dispute within the next 30 days. If a mutually acceptable resolution cannot be reached between the Indemnified Party and the Indemnifying Party with such 30-day period, either party may submit the dispute for resolution by binding arbitration pursuant to the provisions of this Section 8.04. If a party elects to submit such matter to arbitration, such party shall provide notice to the other party of its election to do so, and the parties shall attempt to appoint a single arbitrator. If the parties are unable within 10 days after receipt of the notice to agree on a single arbitrator, then each party shall appoint one arbitrator, and the two arbitrators so appointed shall name a third arbitrator within a period of 10 days after their nomination. If the two arbitrators fail to appoint a third arbitrator within such 10-day period, a third arbitrator shall be appointed pursuant to the then existing Commercial Arbitration Rules (the "Rules") of the American Arbitration Association. In all respects, such panel and the arbitration proceeding shall be governed by the Rules, and the place of arbitration shall be in a city mutually selected by the Indemnifying Party and the Acquiror Indemnified Party (or, if no city can be mutually agreed upon within 10 days, then in Houston, Texas). If it is finally determined that all or a portion of such Claim amount is owed to the Indemnified Party, then such Claim amount shall be satisfied in accordance with Section 8.05 of this Agreement and the Acquiror Indemnified Party shall be entitled to recovery of all expenses, including reasonable attorneys' fees, incurred in connection with enforcing its rights under this Article VIII. Judgment upon the award resulting from arbitration may be entered in any court having

jurisdiction for direct enforcement, or any application may be made to a court for a judicial acceptance of the award and an order of enforcement, as the case may be.

8.05 SATISFACTION OF CLAIMS FROM ESCROW SHARES.

(a) Except for any Claim for fraud shall not be so limited, the indemnification obligations of the Shareholders under Section 8.01 of this Agreement (including with respect to any Third Party Claims) shall be satisfied solely from payments of the Escrow Shares by delivery to the Acquiror Indemnified Party entitled to indemnification hereunder.

(b) Pursuant to the provisions of the Escrow Agreement, if the Shareholders are determined to owe a Claim amount pursuant to the procedures set forth in Section 8.04, then the amount due the Acquiror Indemnified Party hereunder shall be satisfied by the delivery to the Acquiror Indemnified Party pursuant to the Escrow Agreement of Escrow Shares equal in value to the amount of the Claim to be satisfied, and the Claim shall be deemed paid and satisfied upon receipt by the Acquiror Indemnified Party of certificates representing such number of Escrow Shares duly endorsed for transfer to the Indemnified Party. The per share value of the Escrow Shares for purposes of this Article VIII and the Escrow Agreement with respect to a particular Claim shall be the Market Value (as defined herein) of the Escrow Shares. The "Market Value" of an Escrow Share shall be the actual closing trading price at the end of business as of the Closing Date (regardless of the actual trading price for the Acquiror Stock), with appropriate adjustment to take into account any stock split, reverse stock split, stock dividend, recapitalization, stock exchanges or other similar capital adjustments with respect (including by reason of merger, consolidation or other business combination involving Acquiror) to the Escrow Shares. The Market Value of the Additional Corpus (as such term is defined in the Escrow Agreement) shall be determined by mutual agreement of the Shareholders' Representative and the Acquiror. In the event that such parties cannot in good faith agree on the market value of the Additional Corpus, the matter shall be settled by binding arbitration in accordance with the procedures set forth herein, except for any claims of fraud.

(c) The Shareholders' Representative shall have the power and authority to make all decisions with regard to the settlement of Claims brought pursuant to Section 8.01 of this Agreement from the Escrow Shares. If the Shareholders' Representative is unable to carry out his duties as Shareholders' Representative, then the person designated in the Appointment of Shareholders' Representative, shall be designated and appointed as the Shareholders' Representative, and shall assume all of the powers and duties of the Shareholders' Representative under the Agreement and the Escrow Agreement. If any successor Shareholders' Representative becomes unable to carry out his duties as Shareholders' Representative, his replacement shall be the person designated in the Appointment of Shareholders' Representative.

8.06 LIABILITY LIMITATIONS; SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations, warranties, covenants and agreements of the Company and the Shareholders in this Agreement or made pursuant hereto shall survive the Closing, and any investigation thereof, until the first anniversary of the Closing Date and, the Shareholders shall have no liability under this Article VIII unless written notice of a Claim is provided within such period. After the Effective Time, the Acquiror Indemnified Parties shall not be entitled to indemnification for Claims from the Escrow Shares except to the extent the aggregate amount for all claims exceeds $50,000. Once such

threshold is satisfied, the Shareholders, subject to the other limitations in this Article VIII, shall be liable for all Claims of the Acquiror Indemnified Parties in excess thereof. All Claims by the Acquiror Indemnified Parties pursuant to this Agreement shall be limited to the Escrow Shares, except for any claim of fraud.

8.07 SUBROGATION. Upon payment in full of any Third Party Claim or other Claim, the Indemnifying Party shall be subrogated to the extent of such payment to the rights of the Acquiror Indemnified Parties against any person with respect to the subject matter and to the extent only of the Third Party Claim or other Claim.

ARTICLE IX

CONDITIONS

9.01 CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIROR COMPANIES. The obligation of the Acquiror Companies to effect the transactions contemplated hereby on the Closing Date shall be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived by Acquiror, in whole or in part, to the extent permitted by applicable law:

(a) Each of the representations and warranties of the Company and each of the Shareholders contained in this Agreement shall be true and correct in all material respects (without duplication of any materiality exception contained in any individual representation and warranty) as of the date of this Agreement and as of the Closing Date as though made again as of the Closing Date. Acquiror shall have received a certificate of the President and the Secretary of the Company, dated the Closing Date, to such effect with respect to the representations and warranties of the Company;

(b) The Company and each of the Shareholders shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by such person on or prior to the Closing Date. Acquiror shall have received a certificate of the President and the Secretary of the Company, dated the Closing Date, to such effect with respect to the Company's performance and compliance;

(c) Acquiror shall have received a certificate of the President and Secretary or Assistant Secretary (or other authorized corporate officer) of the Company certifying as true, accurate and complete, as of the date of this Agreement and against as of the Closing Date: (i) a copy of the resolutions of the Company's Board of Directors authorizing the execution, delivery and performance of this Agreement and the other documents contemplated hereby to which it is a party and the consummation by the Company of the Merger; (ii) a copy of the resolutions of the Company's shareholders authorizing the execution, delivery and performance of this Agreement and the other documents contemplated hereby to which it is a party and the consummation by the Company of the Merger; (iii) a certified copy of the Articles of Incorporation of the Company issued by the Secretary of State; (iv) a copy of the Bylaws of the Company; and (v) the incumbency of the officer or officers authorized to execute on behalf of the Company this Agreement and the other documents contemplated thereby to which it is a party;

(d) Acquiror shall have received a certificate of the President and Secretary or Assistant Secretary (or other authorized corporate officer) of each subsidiary of the Company certifying as true, accurate and complete, as of the date of this Agreement and again of the Closing Date: (i) a certified copy of the Articles of Incorporation of the subsidiary issued by the Secretary of State of the state of such subsidiary's incorporation; and (ii) a copy of the Bylaws of such subsidiary;

(e) The resignations, effective at the Effective Time, of each of the directors and officers of the Company shall have been delivered to Acquiror on the Closing Date;

(f) No court or Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger;

(g) The applicable waiting period under any applicable competition Laws, Regulations or Orders of foreign Governmental Entities, as set forth in the Acquiror Disclosure Schedule or the Company Disclosure Schedule, shall have expired or been terminated;

(h) Acquiror shall have received the Escrow Agreement, duly executed and delivered by the Shareholders' Representative and the Escrow Agent;

(i) The Shareholders' Representative and each of the Shareholders shall have executed and delivered the Appointment;

(j) Acquiror shall have received the Registration Rights Agreement duly executed and delivered by the Shareholders to the Acquiror, such agreement to be substantially in the form of Exhibit C;

(k) Randall S. Miller and Lawrence Bruno shall have duly executed and delivered to Acquiror an Employment Agreement substantially in the form of Exhibit D;

(l) All shares of the Company's Common Stock (or other equity interests owned by the Company or a subsidiary of the Company) shall be free and clear of all security interests, liens, claims, pledges, agreements, limitations on the Company's or such subsidiaries' voting rights, charges or other encumbrances of any nature whatsoever;

(m) The Acquiror shall have received the waiver or consent of all persons holding options to purchase Company Stock of any notice of change of control to consummate the Merger, and the amended and restated option agreements pertaining to the Company Options as contemplated in Section 1.06(g) shall have been duly executed and delivered;

(n) Acquiror shall have received a certified copy of the resolution of the Company's Board of Directors that the actions regarding the Plan and the treatment of the Executive Stock Rights as set forth in Section 1.06(h) are in compliance with the terms of the Plan;

(o) The Company shall have paid prior to Closing all accounting fees and expenses and all legal fees and expenses and shall not be liable for any accounting fees or expenses or legal fees or expenses of the Shareholders relating to the negotiation or consummation of this Agreement or the transactions contemplated herein; and

(p) Acquiror shall have received from each person entitled to any benefits under the Company Long-Term Incentive Compensation Plan or any Company Deferred Compensation Agreement a waiver or release of such benefits, such documents to be in a form acceptable to Acquiror in its sole discretion.

9.02 CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY. The obligations of the Company and the Shareholders to effect the transactions contemplated hereby on the Closing Date shall be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived by the Company and the Shareholders, acting together, in whole or in part, to the extent permitted by applicable Law:

(a) Each of the representations and warranties of Acquiror contained in this Agreement shall be true and correct in all material respects (without duplication of any materiality exception contained in any individual representation and warranty) as of the date of this Agreement and as of the Closing Date as though made again as of the Closing Date. The Company shall have received a certificate of the President and the Chief Financial Officer of the Acquiror (or the organizational equivalent), dated the Closing Date, to such effect;

(b) The Acquiror Companies shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by each of them on or prior to the Closing Date. The Company shall have received a certificate of the President and the Chief Financial Officer of the Acquiror (or the organizational equivalent), dated the Closing Date, to such effect;

(c) The Company and the Shareholders shall have received a certificate of the Secretary or Assistant Secretary (or other authorized corporate officer) of each of the Acquiror Companies certifying as true, accurate and complete, as of the date of this Agreement and again as of the Closing Date: (i) a copy of the resolutions of the Board of Directors of each of the Acquiror Companies (or the organizational equivalent) authorizing the execution, delivery and performance of this Agreement and the other documents contemplated hereby to which it is a party and the consummation by the Company of the Merger; (ii) a copy of the resolutions of Acquisition Sub's shareholder authorizing the execution, delivery and performance of this Agreement and the other documents contemplated hereby to which it is a party and the consummation by the Company of the Merger; (iii) a copy of the Articles of Incorporation (or equivalent organizational document) of each of the Acquiror Companies issued by The Netherlands and the Secretary of State of the State of Texas, as the case may be;
(iv) a copy of the Bylaws (or equivalent organizational document) of each of the Acquiror Companies; and (v) the incumbency of the officer or officers authorized to execute on behalf of each of the Acquiror Companies this Agreement and the other documents contemplated thereby to which it is a party;

(d) The Estate of Paul J. Cernock and the Estate of Elizabeth M. Cernock shall have been advised in writing by KPMG as of the Closing Date to the effect that the Merger qualifies as a reorganization under the provisions of Section 368(a) of the Code, and will not be taxable to the Shareholders under Section 367 of the Code.

(e) No court or Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger;

(f) The applicable waiting period under any applicable competition Laws, Regulations or Orders of foreign Governmental Entities, as set forth in Acquiror Disclosure Schedule or the Company Disclosure Schedule, shall have expired or been terminated;

(g) The amendments to the Company Options contemplated in
Section 1.06(g) shall have been duly executed and delivered; and

(h) Randall S. Miller and Lawrence Bruno shall have received from Acquiror a duly executed Employment Agreement substantially in the form of Exhibit D.

ARTICLE X

MISCELLANEOUS

10.01 TERMINATION. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective Time:

(a) by mutual consent of Acquiror and the Company;

(b) by either Acquiror or the Company if the Effective Time has not occurred on or before September 15, 1999;

(c) by Acquiror, upon a breach of any covenant or agreement on the part of the Company or any of the Shareholders set forth in this Agreement, or if any representation or warranty of the Company or any of the Shareholders shall have become untrue, in either case such that the conditions set forth in Section 9.01(a) or Section 9.01(b) would not be satisfied (a "Terminating Company Breach"); provided that, if such Terminating Company Breach is curable by the Company or any of the Shareholders, as the case may be, through the exercise of reasonable efforts and for so long as the Company or such Shareholder or Shareholders continue to exercise such reasonable efforts, Acquiror may not terminate this Agreement under this Section 10.01(c);

(d) by the Company, upon breach of any covenant or agreement on the part of Acquiror set forth in this Agreement, or if any representation or warranty of Acquiror shall have become untrue, in either case such that the conditions set forth in Section 9.02(a) or
Section 9.02(b) would not be satisfied (a "Terminating Acquiror Breach"); provided that, if

such Terminating Acquiror Breach is curable by Acquiror through the exercise of its reasonable efforts and for so long as Acquiror continues to exercise such reasonable efforts, the Company may not terminate this Agreement under this Section 10.02(d); or

(e) by either Acquiror or the Company, if there shall be any Order which is final and nonappealable preventing the consummation of the Merger, unless the party relying on such Order has not complied with its obligations under Section 7.03(b).

10.02 EFFECT OF TERMINATION. In the event of any termination of this Agreement pursuant to Section 10.01, the Shareholders, the Company, Acquiror and Acquisition Sub shall have no obligation or liability to each other except that
(i) the provisions of Sections 7.02(d), 7.02(e) and 7.06 shall survive any such termination, and (ii) nothing herein and no termination pursuant hereto will relieve any party from liability for any breach of this Agreement.

10.03 WAIVER AND AMENDMENT. Any provision of this Agreement may be waived at any time by the party that is entitled to the benefits thereof. This Agreement may not be amended or supplemented at any time, except by an instrument in writing signed on behalf of each party hereto. The waiver by any party hereto of any condition or of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other condition or subsequent breach.

10.04 ENTIRE AGREEMENT; THIRD PARTY BENEFICIARIES. This Agreement (including the Schedules and Exhibits hereto) constitutes the entire agreement and supersedes all other prior agreements and understandings, both oral and written, among the parties or any of them, with respect to the subject matter hereof, and neither this nor any document delivered in connection with this Agreement confers upon any person not a party hereto any rights or remedies hereunder except as provided in Article VIII hereof.

10.05 ASSIGNMENT. This Agreement shall inure to the benefit of and will be binding upon the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall not be assignable by any party hereto without the consent of the other parties hereto, except that the parties hereto agree that the rights and obligations of the Acquiror may be assigned to an affiliate of the Acquiror by written notice to all other parties hereto.

10.06 CERTAIN DEFINITIONS. For the purposes of this Agreement, the term:

(a) "affiliate" means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned person;

(b) "business day" means any day other than a day on which banks in The Netherlands or the State of Texas are authorized or obligated to be closed;

(c) "Closing" shall have the meaning set forth in Section 1.11 of this Agreement, of persons interested in the transactions contemplated by this Agreement at which all documents deemed necessary by the parties to this Agreement to evidence the fulfillment or

waiver of all conditions precedent to the consummation of the transactions contemplated by the Agreement are executed and delivered;

(d) "Closing Date" shall mean the date of the Closing as determined pursuant to Section 1.11 of this Agreement.

(e) "Competing Transaction" shall mean any proposal or offer from any person or entity (other than Acquiror or an affiliate of Acquiror) relating to any acquisition or purchase of all or (other than in the ordinary course of business) any material portion of the assets of, or any possible disposition or issuance of any Common Stock or any capital stock or other equity interests in the Company or any of its subsidiaries (or any rights or securities exercisable for or convertible into Common Stock or any such capital stock or other equity interests), or any merger or other business combination with, the Company or any of its subsidiaries;

(f) "control" (including the terms "controlled," "controlled by" and "under common control with") means the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of stock or as trustee or executor, by contract or credit arrangement or otherwise;

(g) "person" means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, other entity or group (as defined in Section 13(d) of the Exchange Act);

(h) "subsidiary" or "subsidiaries" of the Company, Acquiror or any other person, means any corporation, partnership, joint venture or other legal entity of which the Company, Acquiror or any such other person, as the case may be (either alone or through or together with any other subsidiary), owns, directly or indirectly, 50% or more of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity;

(i) "Tax" or "Taxes" shall mean any and all taxes, charges, fees, levies, assessments, duties or other amounts payable to any federal, state, local or foreign taxing authority or agency, including, without limitation, (i) income, franchise, profits, gross receipts, minimum, alternative minimum, estimated, ad valorem, value added, sales, use, service, real or personal property, capital stock, license, payroll, withholding, disability, employment, social security, workers compensation, unemployment compensation, utility, severance, excise, stamp, windfall profits, transfer and gains taxes, (ii) customs, duties, imposts, charges, levies or other similar assessments of any kind, and (iii) interest, penalties and additions to tax imposed with respect thereto; and

(j) "Trading Day" shall mean each business day on which the New York Stock Exchange Market is open for trading.

10.07 NOTICES. All notices, requests, demands, claims and other communications that are required to be or may be given under this Agreement shall be in writing and (i) delivered in person or by courier, (ii) sent by telecopy or facsimile transmission, or (iii) mailed, certified first class mail, postage prepaid, return receipt requested, to the parties hereto at the following addresses:

If to the Company:                 Reservoirs, Inc.
                                   1151 Brittmore Road
                                   Houston, Texas 77043
                                   Attention:  Randall S. Miller
                                   Telecopy:  (713) 932-0520


with a copy (which shall
  not constitute notice) to:       Chamberlain, Hrdlicka, White,
                                     Williams & Martin
                                   1200 Smith, 14th Floor
                                   Houston, Texas 77002
                                   Attention:  Craig M. Bergez
                                   Telecopy:  (713) 658-2553

If to the Shareholders:            Shareholders of Reservoirs, Inc.
                                   c/o Randall S. Miller
                                   22506 Wetherburn
                                   Katy, Texas 77449

with a copy (which shall
  not constitute notice) to:       Chamberlain, Hrdlicka, White,
                                     Williams & Martin
                                   1200 Smith, 14th Floor
                                   Houston, Texas 77002
                                   Attention:  Craig M. Bergez
                                   Telecopy:  (713) 658-2553

If to Acquiror:                    Core Laboratories N.V.
                                   Herengracht 424
                                   1017 BZ Amsterdam
                                   The Netherlands
                                   Telecopy:  011-31-20-627-9886
                                   Attention:  Jacobus Schouten

         and                       Core Laboratories, Inc.
                                   5295 Hollister Road
                                   Houston, Texas  77040
                                   Telecopy:  (713) 744-6225
                                   Attention:  John D. Denson

with a copy (which shall
  not constitute notice) to:       Vinson & Elkins L.L.P.
                                   2300 First City Tower
                                   1001 Fannin Street
                                   Houston, Texas  77002-6760
                                   Telecopy:  (713) 615-5531
                                   Attention:  T. Mark Kelly

or to such other address as the parties hereto shall have furnished to the other parties hereto by notice given in accordance with this Section 10.07. Such notices shall be effective (i) if delivered in person or by courier, upon actual receipt by the intended recipient, (ii) if sent by telecopy or facsimile transmission, when the sender receives telecopier confirmation that such notice was received at the telecopier number of the addressee, or (iii) if mailed, upon the earlier of five (5) business days after deposit in the mail and the date of delivery as shown by the return receipt therefor.

10.08 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the substantive law of the State of Texas, without giving effect to the principles of conflicts of law thereof.

10.09 SEVERABILITY. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provision, covenants and restrictions of this Agreement shall continue in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term, provision, covenant or restriction is invalid, void or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

10.10 COUNTERPARTS. This Agreement may be executed in two or more counterparts, by original or facsimile signatures, each of which shall be an original, but all of which together shall constitute one and the same agreement.

10.11 HEADINGS. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

IN WITNESS WHEREOF, the Company and each of the Acquiror Companies have each caused this Agreement to be executed on its behalf by its officer thereunto duly authorized, and each of the Shareholders has executed this Agreement, all as of the date first above written.

CORE LABORATORIES N.V.

BY: CORE LABORATORIES INTERNATIONAL
B.V., its Sole Managing Director

By:      /s/ Jacobus Schouten
         --------------------
         Jacobus Schouten
         Managing Director

CORE ACQUISITION SUBSIDIARY, INC.

By:      /s/ David M. Demshur
         --------------------
         David M. Demshur
         President

RESERVOIRS, INC.

By:      /s/ Randall S. Miller
         ---------------------
Name:    Randall S. Miller
Title:   President

SHAREHOLDERS' REPRESENTATIVE:

By       /s/ Randall S. Miller
         ---------------------
         Randall S. Miller

                                                        NUMBER OF SHARES
                                                           OF COMPANY          NON-ACCREDITED        ACCREDITED
SHAREHOLDERS:                                             STOCK OWNED             INVESTOR            INVESTOR
                                                       --------------------------------------------------------------
                                                                                    (Please check one box)
/s/ Randall S. Miller                                                8,500           [ ]                 [ ]
-------------------------------
RANDALL S. MILLER
ESTATE OF PAUL J. CERNOCK,
DECEASED


By:  /s/ Christopher M. Cernock
     --------------------------
       Christopher M. Cernock
       Independent Co-Executor                                      14,280           [ ]                 [ ]


By: /s/ Laura E. Cernock
    --------------------
       Laura E. Cernock
       Independent Co-Executor

ESTATE OF ELIZABETH M.
CERNOCK, DECEASED


By: /s/ Robert L. Thomas
    --------------------
       Robert L. Thomas
       Independent Executor                                         14,280           [ ]                 [ ]

/s/ Lawrence Bruno
------------------
LAWRENCE BRUNO                                                         935           [ ]                 [ ]


/s/ John Zellmer
----------------
JOHN ZELLMER                                                         1,530           [ ]                 [ ]

EXHIBIT A

ESCROW AGREEMENT

ESCROW AGREEMENT

This Escrow Agreement ("Escrow Agreement"), dated as of July 26, 1999 is entered into by and among Core Laboratories N.V., a Netherlands limited liability company ("Acquiror"); Core Acquisition Subsidiary, Inc., a Texas corporation with its principal place of business in Houston, Texas ("Acquisition Sub"), Reservoirs, Inc., a Texas corporation (the "Company"), Randall S. Miller (the "Shareholders' Representative") and Bankers Trust Company, as escrow agent ("Escrow Agent"). Defined terms used but not otherwise defined herein shall have the meanings set forth in the Merger Agreement (as defined below).

WHEREAS, Acquiror, Acquisition Sub, the Company, the Shareholders of the Company and the Shareholder's Representative have entered into an Agreement and Plan of Merger, dated July 26, 1999 (the "Merger Agreement"), pursuant to which Acquisition Sub is merging with and into the Company with the Company as the surviving corporation of such merger (the "Merger"), with the result that the surviving corporation will become a wholly-owned subsidiary of Acquiror and all of the outstanding shares of common stock, $.01 par value of the Company (the "Company Stock") will be converted into Acquiror Shares; and

WHEREAS, pursuant to the Merger Agreement, the Company and the Shareholders have made certain representations, warranties, covenants and agreements to and with Acquiror and the Shareholders have agreed to indemnify, defend and hold harmless the Acquiror Indemnified Parties against Claims under Article VIII of the Merger Agreement; and

WHEREAS, the parties to the Merger Agreement have agreed to establish an escrow fund (the "Escrow Fund"), initially consisting of 22,282 Acquiror Shares, from which they may, subject to the terms and conditions of the Merger Agreement and this Escrow Agreement, satisfy the Shareholders' obligations to indemnify against Claims; and

WHEREAS, the Escrow Agent has agreed to act as the agent and custodian for the Escrow Fund for the benefit of the parties to the Merger Agreement; and

WHEREAS, pursuant to the Merger Agreement, the Appointment and the terms and conditions hereof, the Shareholders' Representative is authorized to serve as the representative and agent hereunder for each of the Shareholders with full power and authority to execute, deliver and act on each such Shareholder's behalf hereunder in all respects;

NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements, provisions and covenants contained in this Escrow Agreement and the Merger Agreement, the parties hereby agree as follows:

ARTICLE 1
ESTABLISHMENT OF ESCROW

(a) Acquiror, Acquisition Sub, the Company and the Shareholders' Representative each hereby appoint the Escrow Agent to act as agent and custodian for the Escrow Fund for their

respective benefit pursuant to the terms of this Escrow Agreement, and the Escrow Agent hereby accepts such appointment pursuant to such terms.

(b) Pursuant to the terms of Section 1.06 of the Merger Agreement, Acquiror will cause to be delivered to, and directly deposited with, the Escrow Agent for the account and future potential benefit of the Shareholders a stock certificate representing 22,282 Acquiror Shares, which certificate shall be registered as follows: "Bankers Trust Company f/b/o the Former Shareholders of the Common Stock of Reservoirs, Inc." All such Acquiror Shares hereby initially delivered to, and initially deposited with, the Escrow Agent, together with all subsequent stock dividends or distributions of other Acquiror Shares received in respect of such shares while deposited hereunder, shall be referred to herein as the "Escrow Shares."

(c) The respective number of Escrow Shares to be initially deposited with the Escrow Agent by Acquiror for the account of each Shareholder is set forth on Exhibit A hereto.

(d) The Shareholders' Representative shall deliver to the Escrow Agent simultaneously herewith five stock powers duly executed and endorsed in blank in the form attached as Exhibit B with respect to each stock certificates representing the Escrow Shares, and the Escrow Agent hereby acknowledges receipt of the stock certificates representing the Escrow Shares and such executed stock powers. The Shareholders' Representative agrees to execute in the future such additional stock powers as may be required or requested by Acquiror or the Escrow Agent to transfer any Escrow Shares required in accordance with the provisions of the Merger Agreement and this Escrow Agreement.

(e) The Escrow Shares shall be retained, managed and disbursed by the Escrow Agent subject to the terms and conditions of this Escrow Agreement and Article VIII of the Merger Agreement. Each Shareholder shall have the full and unencumbered right to vote all Escrow Shares held for his account in the Escrow Fund on matters submitted to a vote of Acquiror's shareholders.

(f) All cash dividends and cash distributions on Escrow Shares, when and if distributed by Acquiror, and all additional Acquiror Shares, property or other securities, issued on or with respect to the Escrow Shares ("Additional Corpus"), including as a result of stock splits, stock dividends or other similar capital adjustments to, or recapitalizations on, or share exchanges with (including by reason or merger, consolidation or other business combination involving Acquiror), the Acquiror Shares, or other securities, shall be retained in the Escrow Fund for the respective account of the Shareholders subject to the terms hereof.

ARTICLE 2
CLAIMS AGAINST ESCROW SHARES

(a) If Acquiror is entitled to indemnification from the Shareholders against a Claim pursuant to Section 8.01 (or any other section) of the Merger Agreement, then such Claim shall be satisfied by the Escrow Agent's delivery to Acquiror of the requisite number of Escrow Shares (determined in accordance with Article VIII of the Merger Agreement). Any Claim by Acquiror against the Shareholders shall be deemed to be paid and satisfied upon receipt by Acquiror from the Escrow Agent of stock certificates representing the requisite number of Escrow Shares (accompanied

by stock powers duly executed and endorsed in blank covering such shares in accordance with Article 3 of this Escrow Agreement) and any Additional Corpus allocable to such Escrow Shares. As used in this Escrow Agreement, the term "Claim" shall have the same meaning as set forth in Section 8.01 of the Merger Agreement as it shall apply to any claim for indemnification asserted by Acquiror against the Shareholders pursuant to Section 8.01 (or any other section) of the Merger Agreement. As used in this Escrow Agreement with respect to entitlement to indemnification under the Merger Agreement, the term "Acquiror" shall include all parties included in the definition of "Acquiror Indemnified Parties" as set forth in Section 8.01 of the Merger Agreement.

(b) The delivery to Acquiror of Escrow Shares and Additional Corpus, if any, applicable to such Escrow Shares, in satisfaction of an indemnification claim hereunder shall be taken from the accounts of each Shareholder in the Escrow Fund as nearly as practical on a pro rata basis based on the initial ownership interest in all Escrow Shares initially deposited hereunder.

ARTICLE 3
PROCEDURE FOR CHARGE TO ESCROW

(a) Any Claim under the indemnification provisions of the Merger Agreement to be satisfied under this Escrow Agreement shall be made by Acquiror by notice to the Escrow Agent and the Shareholders' Representative, stating in specific terms the circumstances giving rise to the Claim, specifying the amount of the Claim and making a request for any payment then believed due. A Claim shall be deemed to be finally resolved and appropriate for payment by the Escrow Agent when the conditions specified in clause (b) below have been met with respect thereto.

(b) For purposes of this Escrow Agreement, a "Final Instruction" shall mean a written notice given to the Escrow Agent directing the disbursement from the Escrow Fund of the amount of the Claim, and shall be signed both by Acquiror and by the Shareholders' Representative except as otherwise provided in clause
(ii) or (iii) below. A Final Instruction shall be delivered to the Escrow Agent under the following circumstances, and accompanied by the indicated documentation:

(i) If the Shareholders' Representative disputes either the validity, amount or calculation of the Claim, the Shareholders' Representative shall give written notice of such dispute to Acquiror, with a copy to the Escrow Agent, within 45 days after the delivery of notice of the Claim by Acquiror. Such notice shall set forth the reasons and basis for disputing such Claim and the amount in dispute. In such circumstances, no Final Instruction may be given to the Escrow Agent except as provided in clause (iii) below.

(ii) If the Shareholders' Representative fails to respond to the Claim within 45 days after the delivery to the Shareholders' Representative and the Escrow Agent of the notice of the Claim, or if the Shareholders' Representative notifies the Escrow Agent that there is no dispute with respect to the Claim, Acquiror shall have the right to deliver to the Escrow Agent a Final Instruction, signed only by Acquiror, with respect to the Claim.

(iii) In the case of a dispute, the Escrow Agent shall not disburse any of the Escrow Fund in connection with the disputed amount of such Claim until such time as the Escrow Agent receives a Final Instruction with respect to such disputed Claim as set forth

below. Upon receipt of such notice of dispute by Acquiror, both Acquiror and the Shareholders' Representative shall use all reasonable efforts to cooperate and arrive at a mutually acceptable resolution of such dispute within the next 30 days. If the Shareholders' Representative and the Acquiror reach an agreement with respect to such dispute, the Shareholders' Representative and the Acquiror shall give to the Escrow Agent a Final Instruction, signed by both the Shareholders' Representative and the Acquiror, with respect to the Claim. If a mutually acceptable resolution cannot be reached between Acquiror and the Shareholders' Representative within such 30-day period, either party may submit the dispute for resolution by binding arbitration pursuant to the provisions of this Article 3. If a party elects to submit such matter to arbitration, such party shall provide notice to the other party of its election to do so, and the parties shall attempt to appoint a single arbitrator. If the parties are unable within 10 days after receipt of the notice to agree on a single arbitrator, then each party shall appoint one arbitrator, and the two arbitrators so appointed shall name a third arbitrator within a period of 10 days of their nomination. If the two arbitrators fail to appoint a third arbitrator within such 10-day period, a third arbitrator shall be appointed pursuant to the then existing Commercial Arbitration Rules (the "Rules") of the American Arbitration Association ("AAA"). In all respects, such panel and the arbitration proceeding shall be governed by the Rules, and the place of arbitration shall be in a city mutually selected by Acquiror and the Shareholders' Representative (or, if no city can be mutually agreed upon within 10 days, then in Houston, Texas). If it is finally determined that all or a portion of such Claim amount is owed to an Acquiror Indemnified Party, the Acquiror Indemnified Party shall be entitled to payment of such Claim upon presentation of a Final Instruction signed by Acquiror and accompanied by a copy of the arbitration order. Judgment upon the award resulting from arbitration may be entered in any court having jurisdiction for direct enforcement, or any application may be made to a court for a judicial acceptance of the award and an order of enforcement, as the case may be.

(c) Promptly after resolution of a Claim as provided in clause (b) above, the Escrow Agent shall satisfy such Claim by delivering to Acquiror the amount of the Escrow Fund calculated in accordance with Section 8.05 of the Merger Agreement and Article 2 of this Escrow Agreement or, if the value of the Escrow Fund held hereunder is less than the amount of such Claim, by delivering to Acquiror all of the Escrow Fund then held hereunder. Any Escrow Shares delivered to Acquiror in satisfaction of a Claim hereunder shall be accompanied by duly executed blank stock powers (in the form attached as Exhibit B) therefor and any such Escrow Shares so delivered shall be free and clear of any interest of the Shareholders or Escrow Agent therein. If the amount of the Escrow Shares to be delivered to Acquiror is not available in that specified certificate denomination then the Escrow Agent should request the necessary denomination from the stock transfer agent at the following address: American Stock Transfer & Trust Company, 40 Wall Street, New York, NY 10005, Attention: Jennifer Donnovan.

ARTICLE 4
DISPOSITION OF ESCROW FUND

(a) The Escrow Fund held hereunder shall be released by the Escrow Agent to Shareholders the first anniversary of the Closing Date. The date the event described in either of the preceding clauses (i) and (ii) occurs is referred to herein as the "Distribution Date." Notwithstanding

any other provision hereof, if on the Distribution Date any unresolved Claim is then pending hereunder, only the amount of the Escrow Fund having a value in excess of the value required to satisfy such Claim (Escrow Shares being valued for such purpose in accordance with Article VIII of the Merger Agreement) as determined in good faith by Acquiror shall be released to the Shareholders.

(b) At such later time as all Claims have been finally resolved and the amount of all such Claims has been paid to Acquiror, the balance of the Escrow Fund then held hereunder, if any, shall be disbursed to the Shareholders. The Shareholders' Representative shall have no personal liability as a result of any actions taken in such position to Acquiror, Acquisition Sub or any of the Acquiror Indemnified Parties or to any Shareholder in either case with respect to the disposition of the Escrow Shares or any other action taken by him as the Shareholders' Representative, unless such actions constitute gross negligence or willful misconduct.

(c) The escrow established by this Escrow Agreement shall continue in effect until release of the entire Escrow Fund pursuant to the provisions hereof.

(d) No fractional Acquiror Shares shall be delivered at any time by the Escrow Agent and the Escrow Agent shall be authorized to adjust shares between the accounts of the Shareholders to eliminate fractional shares.

ARTICLE 5
PROVISIONS RELATING TO THE ESCROW AGENT

(a) The Escrow Agent shall have no duties or responsibilities whatsoever with respect to the Escrow Fund except as are specifically set forth herein. The Escrow Agent shall neither be responsible for or under, nor chargeable with knowledge of the terms and conditions of, any other agreement, instrument or document in connection herewith. The Escrow Agent may conclusively rely upon, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to any written notice, instrument, request, consent, certificate, document, letter, telegram, opinion, order, resolution or other writing hereunder without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, identity or authority of any party purporting to sign or deliver such document. The Escrow Agent shall have no responsibility for the contents of any such writing contemplated herein and may rely without any liability upon the contents thereof.

(b) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or with the rights or powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with advice of counsel (which counsel may be of the Escrow Agent's own choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except for its own willful misconduct or gross negligence.

(c) Each of the Acquiror and Shareholder's Representative agrees to jointly and severally indemnify the Escrow Agent and its employees, directors, officers and agents and hold each harmless

against any and all liabilities incurred by it hereunder as a consequence of such party's action, and the parties agree jointly and severally to indemnify the Escrow Agent and hold it harmless against any claims, costs, payments, and expenses (including the fees and expenses of counsel) and all liabilities incurred by it in connection with the performance of its duties hereunder and them hereunder, except in either case for claims, costs, payments and expenses (including the fees and expenses of counsel) and liabilities incurred by the Escrow Agent resulting from its own willful misconduct or gross negligence.

(d) The Escrow Agent may resign as such following the giving of 60 days' prior written notice to Acquiror and the Shareholders' Representative. Similarly, the Escrow Agent may be removed and replaced following the giving of 60 days' prior written notice to the Escrow Agent jointly by Acquiror and the Shareholders' Representative. In either event, the duties of the Escrow Agent shall terminate 60 days after the date of such notice (or at such earlier date as may be mutually agreeable), except for its obligations to hold and deliver the Escrow Fund to the successor Escrow Agent; and the Escrow Agent shall then deliver the balance of the Escrow Fund then in its possession to such a successor Escrow Agent as shall be appointed by Acquiror and the Shareholders' Representative as evidenced by a written notice filed with the Escrow Agent. If Acquiror and the Shareholders' Representative are unable to agree upon a successor Escrow Agent by the effective date of such resignation or removal, the then acting Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief; and any such resulting appointment shall be binding upon all of the parties hereto. Upon acknowledgment by any successor Escrow Agent of the receipt of the then remaining balance of the Escrow Fund, the then acting Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Escrow Agreement.

(e) The Escrow Agent shall not be bound in any way by any agreement, other than this Escrow Agreement. A copy of the Merger Agreement, together with the Schedules and Exhibits thereto, has been provided to the Escrow Agent in connection with the execution of this Escrow Agreement and the Escrow Agent understands that the terms of the Shareholders' indemnification obligations are set forth in Article VIII of the Merger Agreement. The Merger Agreement forms an integral part of this Escrow Agreement and, therefore, Article VIII thereof is hereby incorporated by reference herein.

(f) The Escrow Agent shall be under no duty to institute or defend any arbitration or legal proceeding with respect to the Escrow Fund or under this Escrow Agreement and none of the costs or expenses or any such proceeding shall be borne by the Escrow Agent. The costs and expenses of any such proceeding shall be borne as decided by the arbitrators or court and shall be direct obligations of Acquiror or the Shareholders' Representative, as the case may be, and shall not be satisfied in any way by the Escrow Fund.

ARTICLE 6
SECURITY INTEREST

The Shareholders' Representative hereby grants to Acquiror, in the name of and on behalf of the Shareholders, a first priority security interest in each of the Shareholder's respective rights, title to and interest in the Escrow Fund held under this Escrow Agreement, for the purpose of

securing, or partially securing, each and all of their indemnification obligations to Acquiror pursuant to Article VIII of the Merger Agreement. The Shareholders' Representative agrees to execute and deliver any such further instruments as Acquiror or Escrow Agent may request from time to time evidencing such security interest.

ARTICLE 7
NOTICES

All notices, requests, demands, claims and other communications which are required to be or may be given under this Escrow Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered in person or by courier, (ii) sent by telecopy or facsimile transmission, answer back requested, or (iii) mailed, by registered or certified mail, postage prepaid, return receipt requested, to the parties hereto at the following addresses:

(a) If to Acquiror:

Core Laboratories N.V.

Herengracht 424
1017 BZ Amsterdam
The Netherlands
Telecopy: 011-31-20-627-9886
Attention: Jacobus Schouten

and

Core Laboratories, Inc.
5295 Hollister Road
Houston, Texas 77040
Telecopy: (713) 744-6225
Attention: John D. Denson

with a copy (which shall not constitute notice) to:

Vinson & Elkins L.L.P.
2300 First City Tower
1001 Fannin Street
Houston, Texas 77002-6760
Telecopy: (713) 615-5531
Attention: T. Mark Kelly

(b) If to the Escrow Agent:

Bankers Trust Company 4 Albany Street New York, NY 10006 Telecopy: (212) 250-6392 Attention: Tom Hacker

(c) If to the Shareholders' Representative:

Randall S. Miller 22506 Wetherburn Katy, Texas 77449

with a copy (which shall not constitute notice) to:

Chamberlain, Hrdlicka, White, Williams & Martin 1200 Street Smith, 14th Floor Houston, Texas 77002 Telecopy: (713) 658-2553 Attention: Craig M. Bergez

or to such other address as any party shall have furnished to the other by notice given in accordance with this Article 7. Such notices shall be effective,
(i) if delivered in person or by courier, upon actual receipt by the intended recipient, (ii) if sent by telecopy or facsimile transmission, when the answer back is received, or (iii) if mailed, upon the earlier of five business days after deposit in the mail and the date of delivery as shown by the return receipt therefor.

ARTICLE 8
BINDING EFFECT; OTHER INTERESTS

This Escrow Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. Nothing herein is intended or shall be construed to give any other person (including, without limitation, any creditors of Escrow Agent, Acquiror, the Company or the Shareholders' Representative) any right, remedy or claim under, in or with respect to this Escrow Agreement or the Escrow Fund held hereunder. The Escrow Agent shall not have a lien or adverse claim upon, or any other right whatsoever to payment from, the Escrow Fund (or dividends or distributions paid thereon) for or on account of any right to payment or reimbursement hereunder or otherwise.

ARTICLE 9
GOVERNING LAW

This Escrow Agreement shall be construed and enforced in accordance with the laws of the State of Texas, excluding any choice of law rules that may direct the application of the laws of another jurisdiction.

ARTICLE 10
COMPENSATION; EXPENSES

The Escrow Agent shall be entitled to payment from Acquiror for customary fees and expenses for all services rendered by it hereunder in accordance with Exhibit C attached hereto (as such schedule may be amended from time to time), payable on the closing date. The Escrow Agent shall also be entitled to reimbursement on demand for all loss, liability, damage or expenses paid or incurred by it in the administration of its duties hereunder, including, but not limited to, all counsel, advisors' and agents' fees and disbursements and all taxes or other governmental charges.

ARTICLE 11
TERM

This Escrow Agreement shall terminate on the later of (i) the Distribution Date or (ii) the date on which all Claims, if any, asserted by Acquiror pursuant to the terms of this Escrow Agreement and the Merger Agreement shall have been conclusively resolved and paid pursuant to this Escrow Agreement and the Merger Agreement. The rights of the Escrow Agent and the obligations of the other parties hereto under Articles 5 and 10 shall survive the termination thereof and the resignation or removal of the Escrow Agent.

ARTICLE 12
AMENDMENT AND MODIFICATION

Acquiror, Shareholders' Representative and the Escrow Agent may amend, modify and/or supplement this Escrow Agreement as they may mutually agree in writing.

ARTICLE 13
COUNTERPARTS

This Escrow Agreement may be executed in two or more counterparts or by facsimile, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.

ARTICLE 14
HEADINGS

The headings used in this Escrow Agreement are for convenience only and shall not affect the construction hereof.

ARTICLE 15
ASSIGNABILITY

Neither this Escrow Agreement nor any interest herein or in the Escrow Fund may be assigned or transferred, voluntarily or by operation of law, by Acquiror, the Shareholders' Representative or the Escrow Agent, except pursuant to the laws of descent and distribution; provided, however, that Acquiror may assign this Escrow Agreement and any or all interest herein

to any "affiliate" of Acquiror upon notice to all parties and, thereupon such assignee shall fully assume and succeed to all of the assignors' rights, benefits, obligations, duties and responsibilities hereunder.

Notwithstanding the foregoing, if the Shareholders' Representative is unable to carry out his duties of or has been removed as Shareholders' Representative, then a successor Shareholders' Representative shall be designated and appointed pursuant to Section 8.05(c) of the Merger Agreement, and shall assume all of the powers and duties of the Shareholders' Representative under the Merger Agreement and the Escrow Agreement. If any successor Shareholders' Representative becomes unable to carry out his duties as Shareholders' Representative, his replacement shall be designated and appointed pursuant to Section 8.05(c) of the Merger Agreement.

ARTICLE 16
TAX WITHHOLDING

Notwithstanding anything to the contrary set forth herein, the Escrow Agent is authorized to withhold from any proposed distribution to the Shareholders from the Escrow Fund such amount as is necessary for the purpose of complying with the Escrow Agent's obligations under federal, state or local tax provisions; provided, however, that such withholding shall not reduce the amount of the Escrow Fund which may otherwise be required to be delivered to Acquiror under Article 3 hereof. In the event that there are insufficient funds remaining to pay any withholding obligations after distribution of the Escrow Funds to Acquiror, such liability shall be the responsibility of the Shareholders.

ARTICLE 17
SEVERABILITY

If any term, provision, covenant or restriction of this Escrow Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provision, covenants and restrictions of this Escrow Agreement shall continue in full force and effect and shall in no way be affected, impaired or invalidated unless such an interpretation would materially alter the rights and privileges of any party hereto or materially alter the terms of the transactions contemplated hereby.

ARTICLE 18
DESIGNEES FOR INSTRUCTIONS

Acquiror may, by notice to the Escrow Agent, designate one or more persons who will execute notices and from whom the Escrow Agent may take instructions hereunder. Such designations may be changed from time to time upon notice to the Escrow Agent from Acquiror. The Escrow Agent will be entitled to rely conclusively on any notices or instructions from any person so designated by Acquiror.

ARTICLE 19
MEDIATION AND ARBITRATION

(a) Except as provided in Article 3 of this Escrow Agreement for disputes relating to claims against the Escrow Fund:

(i) Before the institution of any litigation between any persons relating to this Escrow Agreement, including any dispute over the application or interpretation of any provision hereof, if negotiations and other discussions fail, at the election of any party to this Escrow Agreement, such dispute shall be first submitted to mediation in accordance with the provisions of the Commercial Mediation Rules of the AAA before resorting to arbitration. The parties agree to conduct the mediation in good faith and make reasonable efforts to resolve their dispute by mediation. The place of the mediation shall be in a city mutually selected by the parties (or, if no city can be mutually agreed upon within ten (10) days, then in Houston, Texas).

(ii) If the dispute is not resolved by the mediation required under the preceding subsection, such dispute shall, at the election of any party to this Escrow Agreement, be subject to binding arbitration in accordance with the provisions of the Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall be heard before a panel of three (3) arbitrators selected in accordance with the procedures therefor set forth in Article 3 of this Escrow Agreement. The parties agree to use the Houston, Texas office of the AAA and the place of arbitration shall be in a city mutually selected by the parties (or, if no city can be mutually agreed upon within ten (10) days, then in Houston, Texas).

(iii) The prevailing party in any mediation, arbitration or litigation shall be entitled to recover from the other party reasonable attorneys' fees, court costs and the administrative costs, fees and expenses of the AAA, each as applicable, incurred in the same, in addition to any other relief that may be awarded.

(b) If either party appeals the decision of the arbitrators, the parties agree that the United States Judicial District including Harris County, Texas, and the state courts within Harris County, Texas, shall have exclusive venue and jurisdiction of same.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Escrow Agreement as of the day and year first above written.

CORE LABORATORIES N.V.

BY: CORE LABORATORIES INTERNATIONAL
B.V., its Sole Managing Director

CORE ACQUISITION SUBSIDIARY, INC.

RESERVOIRS, INC.

SHAREHOLDERS' REPRESENTATIVE:

BANKERS TRUST COMPANY, as Escrow Agent

SHAREHOLDER                                             ESCROW SHARES
-----------                                             -------------
Estate of Paul J. Cernock, Deceased                          8,050
Estate of Elizabeth M. Cernock, Deceased                     8,050
Randall S. Miller                                            4,792
John. F. Zellmer                                               863
Lawrence Bruno                                                 527
                                                          --------
                  Total..............................       22,282

Exhibit B to Escrow Agreement

CORE LABORATORIES N.V.
COMMON STOCK

STOCK POWER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________ __________________ (______) shares of the Common Stock of Core Laboratories N.V., standing in my(our) name(s) on the books of said Corporation represented by Certificate(s) No(s). _________ herewith, and do hereby irrevocably constitute and appoint Bankers Trust Company attorney to transfer the said stock on the books of said Corporation with full power of substitution in the premises.

Exhibit C to Escrow Agreement

BANKERS TRUST COMPANY
CORPORATE TRUST AND AGENCY SERVICES

SCHEDULE OF FEES FOR
CORE LABORATORIES & RESERVOIRS ESCROW

A. Annual Administration Fee: $4,000
(Payable at closing and each subsequent anniversary)

These fees cover the review and execution of the Escrow Agreement, establishment of the appropriate custody account, the receipt and distribution of the Escrowed Shares, and all normal administrative time spent coordinating with other members of the working group.

Note: The fees set forth in this schedule are subject to review of documentation. The fees are also subject to change should circumstances warrant. Out-of-pocket expenses and disbursements, including counsel fees, incurred in the performance of our duties will be added to the billed fees. Fees for any services not covered in this or related schedules will be based upon our appraisal of the services rendered.

We may place orders to buy/sell financial instruments with outside broker-dealers that we select, as well as with BT or its affiliates. These transactions (for which normal and customary spreads or other compensation may be earned by such broker-dealers, including BT or its affiliates, in addition to the charges quoted above) will be executed on a riskless principal basis solely for your account(s) and without recourse to us or our affiliates. If you choose to invest in any mutual fund, BT and/or our affiliates may earn investment management fees and other service fees/expenses associated with these funds as disclosed in the mutual fund prospectus provided to you, in addition to the charges quoted above. Likewise, BT has entered into agreements with certain mutual funds or their agents to provide shareholder services to those funds. For providing these shareholder services, BT is paid a fee by these mutual funds that calculated on an annual basis does not exceed 25 basis points of the amount of your investment in these mutual funds. In addition, if you choose to use other services provided by BT or its affiliates, Corporate Trust or other BT affiliates may be allocated a portion of the fees earned. We will provide periodic account statements describing transactions executed for your account(s). Trade confirms will be available upon your request at no additional charge. If a transaction should fail to close for reasons beyond our control, we reserve the right to charge our acceptance fee plus reimbursement for legal fees incurred.

Shares of mutual funds are not deposits or obligations of, or guaranteed by, Bankers Trust Company or any of its affiliates and are not insured by the Federal Deposit Insurance Corporation or any other agency of the U.S.

JUNE, 1998

EXHIBIT B

APPOINTMENT OF SHAREHOLDERS' REPRESENTATIVE

APPOINTMENT OF SHAREHOLDERS' REPRESENTATIVE

This Appointment of Shareholders' Representative, dated as of July 26, 1999 (the "Appointment"), is made and entered into by and among Randall S. Miller, as the agent and attorney-in-fact (the "Shareholders' Representative"), and the persons listed under the heading "Shareholders" on the signature page of this Appointment, as the principals (individually, a "Shareholder", and collectively, the "Shareholders"). This is the Appointment required by Section 1.06(b) of that certain Agreement and Plan of Merger, dated as of this date (the "Merger Agreement"), entered into by and among Core Laboratories N.V., a Netherlands limited liability company ("Acquiror"), Core Acquisition Subsidiary, Inc., a Texas corporation ("Acquisition Sub"), Reservoirs, Inc., a Texas corporation (the "Company"), and the Shareholders of Reservoirs, Inc. Capitalized terms used but not defined in this Appointment shall have the meanings given to them in the Merger Agreement. This Appointment is subject to the terms and conditions of the Merger Agreement, the Escrow Agreement, and the other transaction documents referenced in the Merger Agreement, each of which is hereby incorporated by reference.

RECITALS

WHEREAS, the Shareholders collectively are the legal and beneficial owners and holders of record of all 39,525 shares of the issued and outstanding Company Stock; and

WHEREAS, pursuant to the Merger Agreement, Acquisition Sub will be merged with and into the Company, with the Company as the surviving corporation of the Merger, and the Company Stock of each Shareholder will be converted into Acquiror Shares based on the Exchange Ratio, and certain of the Acquiror Shares of each Shareholder will be deposited into escrow, upon the terms and subject to the conditions of the Merger Agreement and Escrow Agreement; and

WHEREAS, each of the Shareholders desires to appoint Shareholders' Representative as his agent and attorney-in-fact for the specific purposes set forth herein in connection with the performance of the Escrow Agreement and provisions of the Merger Agreement specifically relating thereto; and

WHEREAS, the parties acknowledge that Acquiror will be relying upon this Appointment in entering into the Merger Agreement and Escrow Agreement, and in consummating the Merger, and consent to such reliance.

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, and covenants stated in this Agreement, and the other good and valuable consideration exchanged between the parties, the receipt and sufficiency of which is hereby acknowledged, the parties intending to be legally bound agree as follows:

AGREEMENTS

1. APPOINTMENT. Each of the Shareholders hereby makes, constitutes, and appoints Shareholders' Representative as it or his agent and true and lawful attorney-in-fact, for it or him, and in it or his name, place, and stead, to do any and all of the following upon the approval of Shareholders holding more than sixty percent (60%) of the Escrow Shares (as reflected on Exhibit A of the Escrow Agreement) pursuant to the Approval Procedures:

A. To execute, amend, deliver, acknowledge, file, certify, waive, and perform pursuant to the terms of the Escrow Agreement, and to take and perform all other acts and execute and deliver all other documents that are necessary or advisable to give effect to and fully perform the Escrow Agreement;

B. To give and receive all notices and other communications, whether written or oral, on such Shareholder's behalf with respect to the Escrow Agreement;

C. To act and perform, or not act or perform with respect to any notices or other communications, whether written or oral, received with respect to the Agreement;

D. To control the disposition of the Escrow Shares of each Shareholder in accordance with the terms of the Escrow Agreement, including, but not limited to, paying or otherwise settling all Claims against such Escrow Shares;

E. To execute, amend, deliver, acknowledge, file, certify, waive, and perform all instruments, certificates, and other documents required by or necessary or advisable to perform under this Appointment; and

F. To take, or not take, such other actions relating to the foregoing which a person with the authority granted to Shareholders' Representative hereunder could reasonably be expected to perform, or not perform, as the case may be.

In performing under this Appointment, every act and performance, or failure to act and perform, shall be with the same effect as if the Shareholders were acting and performing, or not doing so, personally for themselves and in their own names, and each Shareholder hereby agrees to be bound by and ratifies and confirms as his own act all the Shareholders' Representative shall do, or cause to be done, under this Appointment. Further, every act and performance, or failure to act and perform, by Shareholders' Representative shall be conclusive evidence of his determination that such act and performance, or refusal to do so, was in the best interests of the Shareholders.

2. APPROVAL PROCEDURES. The following procedures (the "Approval Procedures") shall be followed for purposed of obtaining the approval of Shareholders required by Section 1 of this Appointment: (a) the Shareholders' Representative shall give each Shareholder written notice of any matter requiring approval of the Shareholders under Section 1 of this Appointment, including a description of all material information associated with such matter;
(b) the Shareholders' Representative shall call a meeting of the Shareholders to be held no less than three days after the notice required by Section 2(a) has been given to the Shareholders for purposes of voting on the

approvals referenced in such notice; and (c) each Shareholder shall have one vote for each Escrow Share held for the account of the Shareholder pursuant to Exhibit A of the Escrow Agreement. Any such meeting may be held by means of conference telephone or similar communications equipment that permits all persons participating in the meeting to hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. Notwithstanding the foregoing, any action that could be taken at any such meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by Shareholders holding more than sixty percent (60%) of the Escrow Shares (as reflected on Exhibit A of the Escrow Agreement).

3. LIMITATION OF LIABILITY. Notwithstanding any provision in this Appointment to the contrary, the Shareholders' Representative shall have no personal liability to any of the Shareholders, Acquiror, Acquisition Sub, or any other person, as a result of any actions taken, or not taken, under this Appointment, unless such actions constitute gross negligence or willful misconduct by the Shareholders' Representative.

4. REVIEW OF TRANSACTION DOCUMENTS. Each of the Shareholders represents and warrants to the Shareholders' Representative that he or its duly appointed representative has read the Merger Agreement, the Escrow Agreement, and the other transaction documents referenced in the Merger Agreement by which he or it is bound, and understands his or its rights, liabilities, and obligations thereunder. Each of the Shareholders agrees that, as to each liability or obligation of the Shareholder under the Escrow Agreement, the Shareholder will promptly perform all actions requested by the Shareholders' Representative with respect thereto (including, but not limited to, making payment of or otherwise settling any indemnification obligation under Article VIII of the Merger Agreement).

5. COMPENSATION. The Shareholders' Representative shall not be entitled to any compensation for performing under this Appointment.

6. IRREVOCABLE; TERMINATION.

a. The death or incapacity of any Shareholder shall not terminate this Appointment. This Appointment is subject only to termination pursuant to the following subsection. The appointment of Shareholders' Representative is coupled with an interest in that Shareholders' Representative is also a Shareholder, and thereby has a present, legal and beneficial interest in the Company Stock.

b. This Appointment shall become effective at the Effective Date and shall terminate, without any notice or further action on the part of any party hereto, upon the natural expiration, or earlier termination, of the Escrow Agreement (the "Termination Date"). From and after the Termination Date, the Shareholders' Representative shall have no further liability or obligation under this Appointment (except for any liability or obligation accruing prior to the Termination Date).

7. SUBSTITUTE SHAREHOLDERS' REPRESENTATIVE. In the event the Shareholders' Representative dies or earlier resigns from this Appointment or is otherwise unable to carry out his duties as the Shareholders' Representative, then Lawrence Bruno shall be designated and appointed

as the Shareholders' Representative, and shall assume all of the powers and duties of the Shareholders' Representative under this Appointment. If Lawrence Bruno becomes unable to carry out his duties or resigns as Shareholders' Representative, his replacement shall be John F. Zellmer. If John F. Zellmer becomes unable to carry out his duties or resigns as Shareholders' Representative, the Shareholders shall appoint a Shareholders' Representative upon the approval of Shareholders holding more than sixty percent (60%) of the Escrow Shares (as reflected on Exhibit A of the Escrow Agreement) pursuant to the Approval Procedures. A Shareholders' Representative may be removed at any time upon the approval of Shareholders holding more than sixty percent (60%) of the Escrow Shares (as reflected on Exhibit A of the Escrow Agreement) pursuant to the Approval Procedures, in which case a successor Shareholders' Representative shall be determined pursuant to the foregoing rules of succession. Any successor Shareholders' Representative shall perform subject to the terms and conditions of this Appointment as then in effect and have the identical duties and functions of the Shareholders' Representative hereunder.

8. INDEMNIFICATION OF SHAREHOLDERS' REPRESENTATIVE. The Shareholders, jointly and severally, agree to indemnify and hold the Shareholders' Representative harmless from and against any loss, liability, damage, cost, or expense (including, but not limited to, legal fees and expenses) incurred by him arising out of or in connection with the Shareholders' Representative's performance under this Appointment, except to the extent caused by actions constituting gross negligence or willful misconduct of the Shareholders' Representative.

9. NOTICES. Any notice required or permitted by this Appointment shall be in writing and shall be sufficiently given if personally delivered, mailed by certified or registered mail, return receipt requested, or sent by Federal Express (or other guaranteed and receipted delivery service) to the Shareholders' Representative at 22506 Wetherburn, Katy, Texas, 77449, and to each Shareholder at the last known address on the Acquiror's records (or such other addresses as specified by written notice timely given to the other parties). Any notice given in accordance with this section is effective five (5) business days after the date on which the same was delivered or deposited, as applicable for the notice procedure used.

10. MEDIATION AND ARBITRATION.

a. Except as provided in Article 3 of the Escrow Agreement for disputes relating to claims against the Escrow Fund:

(i) Before the institution of any litigation between any persons relating to this Appointment including any dispute over the application or interpretation of any provision hereof, if negotiations and other discussions fail, at the election of any party to this Appointment, such dispute shall be first submitted to mediation in accordance with the provisions of the Commercial Mediation Rules of the AAA before resorting to arbitration. The parties agree to conduct the mediation in good faith and make reasonable efforts to resolve their dispute by mediation. The place of the mediation shall be in a city mutually selected by the parties (or, if no city can be mutually agreed upon within ten (10) days, then in Houston, Texas).

(ii) If the dispute is not resolved by the mediation required under the preceding subsection, such dispute shall, at the election of any party to this Appointment, be subject to binding arbitration in accordance with the provisions of the Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall be heard before a panel of three (3) arbitrators selected in accordance with the procedures therefor set forth in Article 3 of the Escrow Agreement. The parties agree to use the Houston, Texas office of the AAA and the place of arbitration shall be in a city mutually selected by the parties (or, if no city can be mutually agreed upon within ten (10) days, then in Houston, Texas).

(iii) The prevailing party in any mediation, arbitration or litigation shall be entitled to recover from the other party reasonable attorneys' fees, court costs and the administrative costs, fees and expenses of the AAA, each as applicable, incurred in the same, in addition to any other relief that may be awarded.

b. If either party appeals the decision of the arbitrators, the parties agree that the United States Judicial District including Harris County, Texas, and the state courts within Harris County, Texas, shall have exclusive venue and jurisdiction of same.

11. MISCELLANEOUS.

a. ASSIGNABILITY; BINDING EFFECT. This Appointment is personal to the Shareholders' Representative and the Shareholders. Except as otherwise herein, no party may assign or delegate any rights or obligations under this Appointment without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

b. WAIVER. There can be no waiver of any term, provision, or condition of this Appointment which is not in writing signed by the party against whom the waiver is sought to be enforced. Waiver by any party of the default or breach of any provision of this Appointment by another shall not operate or be construed as a waiver of any subsequent default or breach.

d. SEVERABILITY. If any one or more of the provisions of this Appointment for any reason is held to be illegal, invalid, or unenforceable, the illegality, invalidity, or unenforceability will not affect, impair, or invalidate any other provision of this Appointment, which will be construed as if the illegal, invalid, or unenforceable provision had not been contained in the Appointment and, in lieu thereof, there will be added automatically as a part of this Appointment a provision as similar in terms to the illegal, invalid, or enforceable provision as possible and be legal, valid, and enforceable.

d. FURTHER ASSURANCES. The parties agree to take such further actions, including the execution and delivery of any documents, as may be required, necessary, or desirable for the performance of this Appointment.

e. ENTIRE AGREEMENT; HEADINGS; INCORPORATION BY REFERENCE. This Appointment, together with the other documents, exhibits, schedules, and instruments referred to herein, constitutes the entire agreement between the parties relating to the subject matter hereof, and supersedes all previous agreements, written or oral. Except as provided otherwise in this Appointment, this Appointment shall not be amended or modified except by an instrument in writing signed by all parties. Headings are for convenience of reference only and shall not affect the interpretation or construction of this Appointment. All exhibits, schedules, documents, and instruments referred to in this Appointment are incorporated by reference for all purposes.

f. GOVERNING LAW: ATTORNEY'S FEES. Any dispute between the parties relating to this Appointment shall be construed under and in accordance with the laws of the State of Texas, and applicable federal law. The prevailing party in any litigation shall be entitled to recover from the other party reasonable attorney's fees and court costs incurred in the same, in addition to any other relief that may be awarded.

g. MULTIPLE COUNTERPARTS. This Appointment may be executed in multiple counterparts, either by original or facsimile signatures, each of which shall constitute an original and all of which shall constitute one document; and furthermore, a facsimile signature shall be deemed an original.

IN WITNESS WHEREOF, the parties have executed this Appointment and caused the same to be duly delivered on their behalf on the date first written above.

[signatures on following page]

SHAREHOLDERS' REPRESENTATIVE

SHAREHOLDERS

ESTATE OF PAUL J. CERNOCK, DECEASED

ESTATE OF ELIZABETH M. CERNOCK, DECEASED

EXHIBIT C

FORM OF REGISTRATION RIGHTS AGREEMENT

COMMON STOCK

REGISTRATION RIGHTS AGREEMENT

This Common Stock Registration Rights Agreement ("Agreement"), dated as of July ___, 1999, is made by and among Core Laboratories N.V., a Netherlands limited liability company ("Company"), and those certain holders listed on the signature page(s) hereto (individually a "Holder" and collectively the "Holders"), who hereby agree as follows:

1. INTRODUCTION.

For purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

(i) "Common Stock" means the Company's common stock, par value NLG $0.03 per share.

(ii) "Effective Time" shall have the meaning set forth in the Agreement and Plan of Merger between the Company, the Holders, Reservoirs, Inc. and Core Acquisition Subsidiary, Inc., dated July ___, 1999.

(iii) "Holder's Shares" means the number of shares of Common Stock specified on Exhibit A to this Agreement.

2. PIGGYBACK REGISTRATION.

(a) Right to Piggyback. Whenever the Company proposes to register any of its Common Stock for its own account under the Securities Act of 1933, as amended (the "Securities Act") (other than pursuant to a registration statement relating to warrants, options or shares of capital stock granted, to be granted, sold or to be sold exclusively to employees or directors of the Company, a registration statement filed pursuant to Rule 145 under the Securities Act or a shelf registration statement pursuant to Rule 415 under the Securities Act), the Company will give prompt written notice to the Holders of its intention to effect a registration and will, subject to Section 2(b) below, include in such registration Holder's Shares with respect to which the Company has received written requests for inclusion therein within 15 days after the giving of notice by the Company. All registrations requested pursuant to this Section 2(a) are referred to herein as "Piggyback Registrations."

(b) Priority on Piggyback Registrations. If a Piggyback Registration involves the registration of shares of Common Stock offered in a firm commitment underwritten offering and the managing underwriter(s) for the offering advise the Company that in their opinion the number of shares of Common Stock requested to be included in such registration exceeds the number of shares of Common Stock which can be sold in such offering without adversely affecting the offering price of the shares of Common Stock to be included therein, the Company will so advise the Holders in writing and will include in such registration that number of shares of Common Stock which the

managing underwriter(s) have advised the Company, in their opinion, will not adversely affect the offering price of the shares of Common Stock to be offered by the Company, such number of shares to be included in such registration in accordance with the following priorities: (i) first, the Common Stock and other securities, if any, that the Company proposes to sell; (ii) second, the Common Stock and securities, if any, that First Britannia Mezzanine N.V. proposes to sell; (iii) third, the Common Stock and securities, if any, that any person (other than the Holders) having piggy-back registration rights granted prior to the date hereof proposes to sell; and (iv) fourth, on a pro-rata basis, (A) the Holder's Shares requested to be included in such registration pursuant to
Section 2(a) above and (B) any other Common Stock owned by persons other than the Holders having rights to participate in an underwritten registered offering of Common Stock and who have notified the Company of their intention to participate in such registration.

(c) Selection of Underwriters. If any Piggyback Registration is an underwritten offering, the Company will select a managing underwriter(s) of nationally recognized standing.

3. REGISTRATION PROCEDURES.

Whenever the Holders have requested that any Holder's Shares be registered pursuant to this Agreement, and subject to Section 2(b) above, the Company will use its reasonable efforts to effect the registration of such Holder's Shares and pursuant thereto the Company will:

(a) prepare and file with the Securities and Exchange Commission ("Commission") under the Securities Act a registration statement with respect to such Holder's shares, which registration statement will state that the Holders of Holder's Shares covered thereby and the holders of any other shares of Common Stock to be included therein may sell such Shares under such registration statement, and use its reasonable efforts to cause such registration statement to become effective and to remain effective as provided herein;

(b) prepare and file with the Commission such amendments and supplements, if any, to such registration statement and the prospectus used in connection therewith as may be necessary to (i) keep such registration statement effective for a period which is the earlier of (A) 90 days or (B) until the completion of the distribution under such registration statement and (ii) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(c) furnish to each seller of Holder's Shares such number of copies of such registration statement (including exhibits), each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) as such seller may reasonably request in order to facilitate the disposition of such shares;

(d) use its reasonable efforts to register or qualify such Holder's Shares under such securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Holder's Shares owned by such seller, provided that the Company will not be required to (i) qualify generally

to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction;

(e) notify each seller of Holder's Shares at any time when a prospectus relating thereto is required to be delivered under the Securities Act, when it becomes aware of the happening of any event as a result of which the prospectus included in such registration statement (as then in effect) contains any untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in light of the circumstances then existing, and, as promptly as practicable thereafter, prepare in sufficient quantities a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Holder's Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in light of the circumstances then existing;

(f) enter into customary agreements relating to the registration (including an underwriting agreement in customary form);

(g) subject to the execution of confidentiality agreements in a form satisfactory to the Company, make reasonably available for inspection by any seller of Holder's Shares, any underwriter participating in any disposition pursuant to such registration statement, the Representative Counsel (as hereinafter defined) and any attorney, accountant or other agent retained by any such Representative Counsel or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, Representative Counsel, attorney, accountant or agent in connection with such registration statement to the extent such information is reasonably necessary to satisfy any of its obligations under applicable law;

(h) use reasonable efforts to obtain an appropriate opinion from counsel for the Company and a cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by opinions of counsel and cold comfort letters in similar registrations as the Holders of a majority of the Holder's Shares covered by such registration statement reasonably request; provided, however, that failure to provide such opinion or letter, or the provision of any such opinion or letter in a form not satisfactory to any Holder whose Holder's Shares are covered by such registration statement shall not give rise to any action, at law or in equity, for damages or injunctive or other relief , but rather, shall only entitle such Holder to withdraw his Holder's shares from such registration statement pursuant to Section 3(k) below;

(i) upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e), such Holder will forthwith discontinue such Holder's disposition of Holder's Shares pursuant to the registration statement covering such Holder's shares until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in

such holder's possession of the prospectus covering such Holder's Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 3(b) shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of any Holder's Shares and other shares of Common Stock covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by
Section 3(e);

(j) in connection with the preparation and review pursuant to this Agreement of any registration statement or prospectus or any amendments or supplements thereto, the Holders of a majority of the Holder's Shares included in such registration will choose one counsel ("Representative Counsel") who shall participate in the registration process on their behalf, coordinate requests by sellers of Holder's Shares for information from the Company and act as liaison between such selling stockholders or their individual counsel, accountants and agents and the Company; and

(k) if any Holder disapproves of the terms of any offering, such Holder's sole remedy shall be to withdraw therefrom by written notice to the Company and the underwriter (if any) and all other participants in such offering, and the Holder's Shares so withdrawn will also be withdrawn from registration.

4. REGISTRATION EXPENSES.

(a) Whether or not any registration pursuant to this Agreement shall become effective, all expenses incident to the Company's performance of or compliance with this Agreement, including without limitation all registration and filing fees, National Association of Securities Dealers' fees, fees and expenses of compliance with state securities or blue sky laws, printing and engraving expenses and fees and disbursements of counsel for the Company, the Representative Counsel, the independent certified public accountants for the Company, underwriters (excluding discounts and commissions) and other persons retained by the Company (all such expenses being herein called "Registration Expenses"), will be borne by the Company; provided, however, that (i) if other holders of Common Stock who have included shares in the registration statement are required to pro-rate any Registration Expenses which are to be paid by the Holders hereunder, then each Holder will also pro-rate such Registration Expenses with such other holders and (ii) each seller of Holder's Shares shall pay (A) any underwriting discounts and selling commissions applicable to Holder's Shares sold by the Holders and (B) all fees and disbursements of counsel for the Holders (other than the Representative Counsel); provided, however, that the Company's obligation to pay the fees, expenses and disbursements of Representative Counsel on the Piggyback Registrations shall be limited to reasonable fees, expenses and disbursements.

(b) Notwithstanding anything herein to the contrary, each seller of Holder's Shares shall pay the Registration Expenses to the extent required by applicable law.

5. INDEMNIFICATION.

(a) Indemnification by the Company. The Company agrees to indemnify, with respect to any registration statement filed by it, to the full extent permitted by law, each Holder, its officers, directors and agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as the same are caused by or contained in any information with respect to such Holder furnished in writing to the Company by such Holder expressly for use therein.

(b) Indemnification by Holders. In connection with any registration statement in which a Holder is participating, each such Holder will furnish to the Company in writing such information with respect to such Holder as the Company reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnify, to the fullest extent permitted by law, the Company, its directors and officers and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is caused by or contained in any information with respect to such Holder so furnished in writing by such Holder expressly for use therein.

(c) Conduct of Indemnification Proceedings. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such person will claim indemnification pursuant to this Agreement, such indemnified party shall notify the indemnifying party in writing of the commencement thereof or of such involvement, as the case may be, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. in case any such action referred to under subsection (a) or (b) shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The indemnifying party shall not be required to indemnify the indemnified party with respect to any amounts paid in settlement of any action, proceeding or investigation entered into without the written consent of the indemnifying party.

(d) Contribution. If the indemnification provided for in this Section 5 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect or as a result of any losses, claims, damages, liabilities or expenses (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other hand, the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such loss, liability, claim, damage or expense and any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

If indemnification is available under this Section 5, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Sections 5(a) and (b) without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in this Section 5(d).

(e) Indemnification and Contribution of Underwriters. In connection with any underwritten offering contemplated by this Section 5, the Company, with respect to any registration statement filed by it, will agree to customary provisions for indemnification and contribution in respect of losses, claims, damages, liabilities and expenses of the underwriters by the Company.

6. PARTICIPATION IN UNDERWRITTEN REGISTERED OFFERINGS.

No person may participate in any underwritten offering hereunder unless such person (a) agrees to sell such person's securities on the basis provided in any underwriting arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

7. MISCELLANEOUS.

(a) Termination. This Agreement and all rights and obligations hereunder with respect to any Holder's Shares (except for the indemnification rights provided in Section 5 hereof which shall survive forever) will terminate one year from the date of this Agreement.

(b) Waivers. Except as otherwise provided herein, the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the prior written consent of Holders of a majority of all of the Holder's Shares.

(c) Amendments. Except as otherwise provided herein, this Agreement may be amended only with the written consent of the Company and the Holders of a majority of all of the Holder's Shares.

(d) Subsequent Holders of Holder's Shares. This Agreement shall not be assignable by the Holders.

(e) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

(f) Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, by facsimile or original signatures, but all counterparts taken together will constitute one and the same Agreement.

(g) Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(h) Governing Law. All questions concerning the construction, validity and interpretation of this Agreement and the exhibits and schedules hereto will be governed by the internal law, and not the law of conflicts, of the State of Texas, United States of America.

(i) Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given when delivered personally or mailed by certified or registered mail, return receipt requested and postage prepaid, to the recipient. Such notices, demands and other communications will be sent to each of the Holders or subsequent holders of the Holder's Shares as the case may be, at their respective addresses on the books of the Company, and to the Company at the address indicated below:

If to Company:            Core Laboratories, N.V.
                          Herengracht 424
                          1017 BZ Amsterdam
                          The Netherlands
                          Telecopy: 011-31-20-627-9886
                          Attention:  Jacobus Schouten

      and                 Core Laboratories, Inc.
                          5295 Hollister Road
                          Houston, Texas 77040
                          Telecopy: (713) 744-6225
                          Attention:  John D. Denson

with a copy (which
shall not constitute
notice) to:               Vinson & Elkins, L.L.P.
                          2300 First City Tower
                          1001 Fannin Street
                          Houston, Texas 77002-6760
                          Telecopy:  (713) 615-5531
                          Attention:  T. Mark Kelly

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

(j) Benefit of Agreement. No person not a party to this Agreement shall have rights under this Agreement as a third party beneficiary or otherwise.

[signatures on following page]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Effective Date.

CORE LABORATORIES N.V.

By: CORE LABORATORIES INTERNATIONAL B.V.
its Sole Management Director

HOLDERS:

ESTATE OF PAUL J. CERNOCK, DECEASED

ESTATE OF ELIZABETH M. CERNOCK, DECEASED

                                                                        TOTAL ACQUIROR
NAME                                    ESCROW SHARES  CLOSING SHARES           SHARES
----                                    -------------  --------------   --------------
Estate of Paul J. Cernock                       8,050          72,454           80,504
Estate of Elizabeth M. Cernock                  8,050          72,454           80,504
Randall Miller                                  4,792          43,126           47,918
John Zellmer                                      863           7,762            8,625
Lawrence Bruno                                    527           4,744            5,271
                                                  ---           -----            -----
                  Total                        22,282         200,540          222,822

EXHIBIT D

FORM OF EMPLOYMENT CONTRACT

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into effective as of August 2, 1999 (the "Effective Date") by and between Core Laboratories, Inc., a Delaware corporation ("Company"), and _______________ ("Employee").

R E C I T A L S :

A. The Company is a corporation duly organized under the laws of the State of Delaware.

B. Employee has sold his shares in Reservoirs, Inc. to Company's parent company, Core Laboratories N.V., and has benefited as a shareholder from the acquisition by Company's parent company of all of the outstanding capital stock of Reservoirs, Inc. pursuant to the Agreement and Plan of Merger dated July 26, 1999 among Core Laboratories N.V., Core Acquisition Subsidiary, Inc., Reservoirs, Inc. and the stockholders of Reservoirs, Inc. (the "Merger Agreement").

C. The Company desires to employ Employee, and Employee desires to be employed by the Company, to provide services for the Company and Company's customers pursuant to the provisions of this Agreement.

A G R E E M E N T S :

NOW, THEREFORE, for and in consideration of the premises and of the mutual covenants and agreements in this Agreement, the parties do agree and covenant as follows, intending to be legally bound:

1. EMPLOYMENT.

1.1. Engagement. The Company employs Employee, and Employee accepts employment with Company, as _______________ (and in such other positions to which Employee may be assigned by Company) to render services to Company and to the customers of Company, as determined by the Board of Directors of Company (the "Board") and the appropriate authorized officers and agents of Company. Employee shall maintain regular full-time office/work hours in accordance with Company policies. Except as may be otherwise provided for in this Agreement, during the term of this Agreement, Employee shall not, without the prior written consent of Company, render compensable services except as an employee of Company or directly or indirectly engage in any business activity that competes with the business of Company, that duplicates a service provided by Company, or that is adverse to the business of Company.

1.2. Right to Fees. Any and all Service Fees generated during the term of this Agreement shall belong to Company. "Service Fees" shall include, but not be limited to, fees or remuneration generated by the provision of services by Employee in Employee's capacity as an employee of Company. It is specifically understood and agreed that Employee shall have no right or claim to any portion of Service Fees, except as otherwise provided in this Agreement or by policies adopted by the Board or the authorized officers of Company.

1.3. Customer Agreements. From time to time Company may enter into agreements with customers or suppliers that may require Company and/or Employee to engage in certain activities. Employee will fully cooperate in such activities and will comply with any and all requirements of any customer or supplier agreement to which Company becomes a party. Employee shall have no authority to, and shall not, execute agreements binding Company unless Employee is a duly authorized officer or agent of Company acting as authorized.

1.4. Records of Company. During the term of this Agreement or any time thereafter, Employee shall not induce, solicit, or encourage any customer who has received or is receiving products or services from Company to seek such products or services from another source, including Employee. All business, financial, or other records, papers, and documents generated by Employee, Company, or employees or agents of Company shall belong to Company, and Employee shall have no right to keep or retain such records, papers, or documents after this Agreement is terminated.

2. DUTIES.

2.1. Professional Duties. Employee shall provide services exclusively for Company at facilities used by Company or at other locations as Company determines. Employee shall not render compensable services except as an employee of Company. Employee agrees to use Employee's best efforts in performing Employee's duties. Employee's essential duties shall also include without limitation:

2.1.1. Keeping and maintaining, or causing to be kept and maintained, appropriate records, reports, claims, and correspondence necessary and appropriate in connection with all services rendered by Employee under this Agreement, all of which records, reports, claims, and correspondence shall belong to Company;
2.1.2. Promoting the business of Company;
2.1.3. Attending to the administrative duties of the business of Company;
2.1.4. Performing all acts reasonably necessary to maintain and improve Employee's skills;
2.1.5. Assisting Company in fulfilling its contractual obligations, if any; and 2.1.6. Providing services to customers of Company in accordance with standards and policies adopted by Company from time to time.

3. COMPENSATION.

3.1. Base Salary. The annual base salary of Employee shall be__________________ and ___/100 Dollars ($_______) during the first year of this Agreement. After the first year of this Agreement, the base salary of Employee may be adjusted by Company at its discretion. The base salary shall be payable in accordance with Company's schedule and policies.

3.2. Employment Taxes. Company shall withhold on behalf of Employee appropriate employment taxes.

3.3. Leave Time. Employee shall be entitled to vacation and other leave time in accordance with Company's policies. Paid vacation and leave time shall not increase the base salary or other compensation of Employee under this Agreement. Employee shall schedule vacation and leave time with reasonable notice to Company.

3.4. Other Benefits. Company may provide and make available to Employee other benefits of employment as determined by the Board, such as health, group disability, and group life insurance. Company does not guarantee or make any warranties regarding the insurability of Employee.

3.5 Bonus. Employee shall be eligible to receive an annual incentive bonus on or about March 31 of each calendar year in accordance with and subject to the performance criteria approved by the Board or the appropriate authorized officers or agents of the Company or his designee(s) and commensurate with those applicable to senior management of the Company. The amount of any such incentive bonus shall be limited to no more than _____% of Employee's then base salary specified in Section 3.1.

4. TERM AND TERMINATION.

4.1. Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of _____ year, unless sooner terminated in accordance with the terms of this Agreement.

4.2. Termination For Cause.

4.2.1. By Company. Company may terminate this Agreement immediately upon notice to Employee for any of the following reasons, which shall be deemed to be "cause":

4.2.1.1. Employee's failure or refusal to perform the duties required under this Agreement or to comply with the policies, standards, and regulations of Company that may be established from time to time, that apply to all Company employees;

4.2.1.2. Employee's conviction in a court of competent jurisdiction of any felony offense or of any misdemeanor offense involving moral turpitude;

4.2.1.3. The commission by Employee of (i) any criminal offense other than minor traffic violations, (ii) any public or private conduct that offends decency or morality, causes Employee to be held in public ridicule or scorn, or causes a public scandal, or (iii) any conduct that may harm the reputation or operations of Company or that is detrimental to the interests of Company;

4.2.1.4. Employee, for reasons other than illness, disability, family emergency, vacation scheduled in advance with reasonable notice to Company, or holidays, devotes less than Employee's full time to Employee's duties under this Agreement;

4.2.1.5. Employee takes any action, fails to take any action, engages in any activity, the result of which is contrary to the interest of Company, or in any way violates Company's ethics policy.

4.2.2. By Employee. Employee may terminate this Agreement immediately upon written notice to Company, which notice shall describe the reason for termination, for either of the following reasons:

4.2.2.1. Company dissolves;

4.2.2.2. Company materially fails to perform its duties under this Agreement and such failure continues for thirty (30) days after receipt of written notice.

4.3. Termination Without Cause. After the initial term, this Agreement may be terminated immediately by Employee or Company without cause. In the event of notice by either party of termination without cause, Company may limit Employee's activities during the notice period or Company may impose any other restrictions it deems necessary and reasonable.

4.4. Termination upon Death or Disability. This Agreement shall automatically terminate upon Employee's death. Any salary, bonus, or fringe benefits due at the time of death shall be paid on a pro rata basis. This Agreement shall also be deemed to terminate upon the commencement date of Employee's disability that does or is expected to continue for ninety (90) days. For purposes of this Agreement, the term "disability" means a documented illness or incapacity that keeps or is expected to keep Employee from resuming Employee's full-time duties for at least ninety (90) days; provided, however, that such ninety (90) day period shall not be deemed to be broken if Employee returns to work for no more than three consecutive working days during any given attempt to resume his or her regular work schedule.

4.5. Effect of Termination. Upon any termination of this Agreement, Company shall pay Employee the compensation due through the date of termination as full and final satisfaction of the terms of this Agreement, and Employee shall have no further claims against Company for compensation.

5. OUTSIDE ACTIVITIES AND NONCOMPETITION.

5.1. Covenant Not to Compete. Employee recognizes that Company's decision to enter into this Agreement is induced primarily because of the covenants and assurances made by Employee in this Agreement, that such covenants and assurances are a precondition to Employee's right to receive payments from Company's parent company in the form of stock in exchange for his shares in Reservoirs, Inc., that Employee's covenant not to compete is necessary to ensure the continuation of the business of Company and the reputation of Company and the receipt and enjoyment of the benefits of the purchase of Reservoirs, Inc., and that irrevocable harm and damage will be done to Company if Employee competes with Company. Therefore, Employee agrees that for a period of _____ years following the Effective Date or for a period of _____ year after the termination for any reason of Employee's employment with Company, whichever period is greater, Employee shall not, directly or indirectly, as an employee, employer, contractor, consultant, agent, principal, shareholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business or enterprise in countries or locations where Reservoirs, Inc. or Core Laboratories N.V. or any of their subsidiaries currently conduct business, including, but not limited to Texas, the parishes of Louisiana listed on Exhibit A, Oklahoma, or Colorado (the "Noncompetition Territory") that is in competition in any manner whatsoever with the business of Company or any affiliate of Company (including, without limitation, Core Laboratories N.V. and its subsidiaries) without the prior written permission of Company. The parties mutually acknowledge all of the following:

(a) Employee's covenant not to compete is reasonable and is given as consideration for a portion of Employee's compensation and for a portion of the sales price for the shares of Reservoirs, Inc.

(b) In exchange for Employee's covenants to Company in this Agreement, Company is furnishing to Employee, in addition to Employee's compensation, valuable consideration, including without limitation:

(i) full access to an established customer base;

(ii) the availability of expensive operating equipment, office equipment, and a trained and adequate staff; and

(iii) specialized training, as necessary, to provide services according to Company's standards.

(c) If Employee should render services within the Noncompetition Territory in competition with the business of Company, it would cause economic harm and loss of goodwill to Company resulting in immediate and irreparable loss, injuries, and damage to Company.

Neither the public in general nor any customers will be adversely affected by the enforcement of the noncompetition covenant, in that other similar providers of similar services are readily available within the restricted area.

5.2. Ancillary Agreement. This covenant not to compete shall be construed as an agreement ancillary to the other provisions of this Agreement and to the Merger Agreement, and the existence of any claim or cause of action of Employee against Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Company of this covenant. Without limiting other possible remedies to Company for breach of this covenant, Employee agrees that injunctive or other equitable relief will be available to enforce the covenants of this provision, such relief to be without the necessity of posting a bond, cash or otherwise.

5.3. Enforcement. Company and Employee further agree that if any restriction in this Article is held by any court to be unenforceable or unreasonable, a lesser restriction will be enforced in its place and the remaining restrictions in this Agreement will be enforced independently of each other. Employee agrees to pay any attorney's fees, court costs, and expenses incurred by Company if Company chooses, in its sole discretion, to enforce any provision under this Article and Company prevails.

5.4. Survival. The provisions of this Article shall survive the termination of this Agreement.

6. CONFIDENTIALITY OF INFORMATION.

Employee agrees to keep confidential and not to use or to disclose to others during the term of this Agreement and for any time thereafter, except as expressly consented to in writing by Company or as required by law, any secrets or confidential technology, proprietary information, or trade secrets of Company, or any matter or thing ascertained by Employee through Employee's affiliation with Company, the use or disclosure of which matter or thing might reasonably be construed to be contrary to the best interest of Company. Employee further agrees that should Employee leave the employment of Company, Employee will neither take nor retain, without prior written authorization from Company, any papers, fee books, files, other documents, copies thereof, or other confidential information of any kind belonging to Company pertaining to Company's business, sales, financial condition, services, or products. Without limiting other possible remedies to Company for the breach of this covenant, Employee agrees that injunctive or other equitable relief shall be available to enforce this covenant, such relief to be without the necessity of posting a bond, cash, or otherwise. Employee further agrees that if any restriction in this paragraph is held by any court to be unenforceable or unreasonable, a lesser restriction shall be enforced in its place and the remaining restrictions in this paragraph shall be enforced independently of each other.

7. MISCELLANEOUS.

7.1. Assignability. Company may assign this Agreement to a successor business upon notice to Employee. Otherwise, neither party may assign its rights or duties under this Agreement without the prior written consent of the other party.

7.2. Notice. Any notice, demand, or communication required, permitted, or desired to be given under this Agreement shall be deemed effectively given when personally delivered or mailed by prepaid certified mail, return receipt requested, addressed to the party at the primary business address of Company, or, if appropriate, at the residence of Employee on file with Company, or to another address and to the attention of another person or officer that either party may designate by written notice.

7.3. Enforceability. Should any provision of this Agreement be held invalid, unenforceable, or unconstitutional by any governmental body or court of competent jurisdiction, that holding shall not diminish the validity or enforceability of any other provision of this Agreement.

7.4. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, and venue for any cause of action arising under this Agreement shall lie in Harris County.

7.5. Construction. Common nouns and pronouns and all other terms shall be deemed to refer to the masculine, feminine, neuter, and singular and/or plural, as the identity of the person or persons, firm, or association may require in the context.

7.6. Binding Effect. The provisions of this Agreement shall inure to the benefit of and shall be binding upon the heirs, personal representatives, successors, assigns, estates, and legatees of each of the parties.

7.7. Waiver of Breach. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or another provision.

7.8. Entire Agreement; Amendments. This Agreement constitutes the entire agreement in effect between the parties pertaining to the employment relationship between Company and Employee and supersedes all prior or contemporaneous agreements, understandings, or negotiations of the parties. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. This Agreement shall not be modified, amended, or supplemented except in a written instrument executed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate originals effective as of the Effective Date.

COMPANY:

CORE LABORATORIES, INC.

EMPLOYEE:

EXHIBIT 10.6

AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), effective as of July 22, 1999, is entered into by and among CORE LABORATORIES N.V., a Netherlands limited liability company (the "Parent"), CORE LABORATORIES, INC., a Delaware corporation (the "US Borrower" and together with the Parent the "Borrowers"), the Subsidiaries of the Borrowers (together with their respective successors and assigns) designated under the Credit Agreement or this Amendment as Guarantors, the banks named on the signature pages hereto (together with their respective successors and assigns in such capacity, the "Banks"), BANKERS TRUST COMPANY, as the administrative agent for the Banks (together with its successors and assigns in such capacity, the "Administrative Agent"), and BANK OF AMERICA, N.A., successor by merger to NATIONSBANK, N.A., as the syndication agent for the Banks (together with its successors and assigns in such capacity, the "Syndication Agent" and, together with the Administrative Agent, the "Agents"), and as the issuing bank with respect to the Letters of Credit issued hereunder (together with its successors and assigns in such capacity, the "Issuing Bank"). Unless otherwise defined herein, all capitalized terms used herein are as defined in the hereafter-referenced Credit Agreement.

WHEREAS, the Borrowers and certain Subsidiaries of the Borrowers, as Guarantors, the Agents and the Banks have executed that certain Amended and Restated Credit Agreement dated as of July 18, 1997 (as it may be amended, extended, supplemented or amended and restated from time to time, the "Credit Agreement").

WHEREAS, pursuant to the Credit Agreement, (a) the Banks agreed to provide (i) the Parent with a $55,000,000 term loan facility (the "Tranche A Loan") and the Equivalent in Dutch Guilders of a $5,000,000 revolving credit facility (the "Guilder Revolving Loans"), (ii) the US Borrower with a $50,000,000 revolving credit facility providing for letters of credit and revolving loans (the "Dollar Revolving Loans") and (iii) the UK Borrower with the Equivalent in Pounds Sterling of a $15,000,000 term loan facility (the "Tranche B Loan") and (b) the Guilder Swing Line Banks agreed to provide the Equivalent in Dutch Guilders of a $5,000,000 revolving credit facility (the "Guilder Swing Line Loan").

WHEREAS, in connection with the Credit Agreement, the Borrowers executed Pledge Agreements granting security interests and liens on all of the Collateral subject thereto in favor of the Administrative Agent for the benefit of the Bank Group.

WHEREAS, the Borrowers have now requested that (a) the Tranche A Loan, the Tranche B Loan and the Guilder Swing Line Loan be repaid in full with a portion of the proceeds of certain Indebtedness described in Section 6.01(g) to be incurred by the U.S. Borrower and to terminate the Commitment of the relevant Banks to make such Loans, (b) the Total Dollar Revolving Commitment be increased from $50,000,000 to $95,000,000, (c) that the Guilder Revolving Loan Bank solely provide the Guilder Revolving Commitment, (d) that a Dollar Swing Line Loan be

added and (e) that the Collateral (except for the Subsidiaries' Guaranties) securing the Obligations be released.

WHEREAS, the Banks and the Agents have agreed to do so to the extent reflected in this Amendment provided that each of the Parent, the US Borrower and each Guarantor ratifies and confirms all of its respective obligations under the Credit Agreement and the Loan Documents and agrees to make certain other amendments as set forth herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Amendments to the Credit Agreement. The following provisions of the Credit Agreement are hereby modified as follows:

a. Section 2.01 - Amendment. (i) Section 2.01(a) is hereby deleted in its entirety and the following is substituted therefor:

"Section 2.01 Commitments. (a) Tranche A Loan. The parties hereby acknowledge and agree that, as of the date of the Amendment, the Banks no longer have any obligation or liability to make any Tranche A Loans (as defined by the Credit Agreement prior to the Amendment) and all Tranche A Loans shall be repaid simultaneously with the execution of the Amendment. Accordingly, the parties further agree that, as of the date of the Amendment, the Tranche A Commitment of each of the Banks is hereby fully, finally and irrevocably terminated. All references in the Credit Agreement to Tranche A Loans and related matters are no longer applicable from the date of the Amendment. Notwithstanding the foregoing, the Parent and the Guarantors shall continue to be liable for the repayment of any Tranche A Loans outstanding until the full and final repayment thereof."

(ii) Section 2.01(b) is hereby deleted in its entirety and the following is substituted therefore:

"(b) Tranche B Loan. The parties hereby acknowledge and agree that, as of the date of the Amendment, the Banks no longer have any obligation or liability to make any Tranche B Loans (as defined by the Credit Agreement prior to the Amendment) and all Tranche B Loans shall be repaid simultaneously with the execution of the Amendment. Accordingly, the parties further agree that, as of the date of the Amendment, the Tranche B Commitment of each of the Banks is hereby fully, finally and irrevocably terminated. All references in the Credit Agreement to Tranche B Loans and related matters are no longer applicable from the date of the Amendment. Notwithstanding the foregoing, the UK Borrower and the Guarantors

shall continue to be liable for the repayment of any Tranche B Loans outstanding until the full and final repayment thereof."

(iii) Section 2.01(d) is hereby deleted in its entirety and the following is substituted therefor:

"(d) Guilder Revolving Loans. The Guilder Revolving Loan Bank agrees, on the terms and conditions hereinafter set forth, to make one or more loans (each a "Guilder Revolving Loan") to the Parent from time to time on any Business Day, from the date of the Amendment up to but excluding the Termination Date, in an aggregate amount outstanding not to exceed the Guilder Revolving Loan Bank's Guilder Revolving Commitment. All Guilder Revolving Loans (i) subject to Section 2.13(a) shall be made and repaid in Guilders or Euros, (ii) made and maintained as Eurocurrency Rate Loans and (iii) may be repaid and reborrowed in the same manner as Dollar Revolving Loans."

(iv) Section 2.01(e) is hereby deleted in its entirety and the following is substituted therefor:

"(e) Guilder Swing Line Loans. The parties hereby acknowledge and agree that as of the date of the Amendment the Guilder Swing Line Banks no longer have any obligation or liability to make any Guilder Swing Line Loans (as defined by the Credit Agreement prior to this Amendment) and all Guilder Swing Line Loans shall be repaid simultaneously with the execution of the Amendment. Accordingly, the parties further agree that as of the date of the Amendment each Guilder Swing Line Commitment is hereby fully, finally and irrevocably terminated. All references in the Credit Agreement to Guilder Swing Line Loans and related matters are no longer applicable from the date of the Amendment. Notwithstanding the foregoing, the Parent and the Guarantors shall continue to be liable for the repayment of any Guilder Swing Line Loans outstanding until the full and final repayment thereof."

(v) A new Section 2.01(h) is hereby added to read as follows:

"(h) Dollar Swing Line Loans. (i) Subject to the terms and conditions hereof, and in substitution for the Dollar Revolving Loans described in Section 2.01(c) above, the Dollar Swing Line Banks agree at any time and from time to time on and after the date of the Amendment and prior to the Termination Date, to make swing line loans (each a "Dollar Swing Line Loan" and collectively, the "Dollar Swing Line Loans") to the US Borrower in an aggregate principal amount at any one time outstanding not to exceed $10,000,000. The Dollar Swing Line Loans shall be made and maintained as Base Rate Loans and as part of a single Borrowing made by the Dollar Swing Line Banks on the same day ratably according to their respective Commitment Percentages for Dollar Swing Line Loans. Each Borrowing

of Dollar Swing Line Loans shall be in an aggregate amount not less than $1,000,000 and in an integral multiple of $200,000 in excess thereof. Within the limits set forth above and subject to the terms and conditions of this Agreement, the US Borrower may borrow, repay pursuant to Section 2.06 or prepay pursuant to Section 2.08 and reborrow under this Section
2.01(h). Funding and maintenance of Dollar Swing Line Loans shall be in Dollars. Dollar Swing Line Loans shall constitute "Dollar Revolving Loans" for all purposes hereunder, provided, they shall be held by the Dollar Swing Line Banks (subject to sub-clauses (ii) and (iii) below), and provided further, the Dollar Swing Line Loans shall not be considered a utilization of the Dollar Revolving Commitment for the purpose of calculating the Commitment Fee only.

(ii) If a Dollar Swing Line Loan is outstanding more than five (5) days, or at any time after a Default or an Event of Default, if 100% of the Dollar Swing Line Banks so decide, in their sole discretion, they may give notice to the Agent to require each Bank to make a Dollar Revolving Loan in an amount equal to such Bank's Commitment Percentage times the outstanding principal balance of all Dollar Swing Line Loans (the "Refunded Dollar Swing Line Loan") outstanding on the date such notice is given; provided that the provision of this subsection shall not affect the obligation of the US Borrower to prepay Swing Line Loans in accordance with Section 2.01(h) and 2.06(e). Upon (A) the delivery of such notice and (B) each Bank either making a Dollar Revolving Loan or purchasing from the Dollar Swing Line Banks a pro rata participation in such Dollar Swing Line Loan as required under Section 2.01(h)(iii), the Dollar Swing Line Commitments and the Dollar Revolving Loan Commitments shall be terminated. Unless the Dollar Revolving Commitments shall have expired or terminated, each Bank shall make the proceeds of its Dollar Revolving Loan available to the Agent for the pro rata account of the Dollar Swing Line Banks on the next Business Day following such request, in immediately available funds. The proceeds of such Dollar Revolving Loans shall be immediately applied to repay the Refunded Dollar Swing Line Loan.

(iii) At any time after a Default or an Event of Default, if the Dollar Revolving Commitments shall have expired or be terminated while any Dollar Swing Line Loan is outstanding, the Banks, shall, notwithstanding the expiration or termination of the Dollar Revolving Commitments, make a Dollar Revolving Loan (which shall be deemed a "Revolving Loan" for all purposes of this Agreement and the other Loan Documents) and, if any Bank shall not have made its Dollar Revolving Loans, such Bank shall be deemed, without further action by any Person, to have purchased from the Dollar Swing Line Banks a pro rata participation in such Dollar Swing Line Loan in either case in an amount equal to such Bank's Commitment Percentage times the outstanding principal balance of such Dollar Swing Line Loan. The Agent shall notify each such Bank of the amount of such Dollar Revolving Loan or participation and such Bank will transfer to the Agent for

the pro rata account of the Dollar Swing Line Banks on the next Business Day following such notice, in immediately available funds, the amount of its Dollar Revolving Loan or participation.

(iv) If any such Bank shall not have so made its Dollar Revolving Loan or its percentage participation available to the Agent pursuant to this Section 2.01(h), such Bank agrees to pay interest thereon for each day from such date until the date such amount is paid at the lesser of (1) the Federal Funds Rate on the date payment is to be made to the Agent and (2) the Highest Lawful Rate. Whenever, at any time after the Agent has received from any Bank such Bank's Dollar Revolving Loan or participating interest in a Dollar Swing Line Loan, the Agent receives any payment on account thereof, the Agent will pay to such Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's participating interest was outstanding and funded) which payment shall be subject to repayment by such Bank if such payment received by the Agent is required to be returned. Each Bank's obligation to make the Dollar Revolving Loans or purchase such participating interests pursuant to this Section 2.01(h) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Bank or any other Person may have against the Dollar Swing Line Banks or either one of same, the Agent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the termination of Dollar Revolving Commitments; (C) the occurrence of any Material Adverse Effect; (D) any breach of this Agreement by any of the Borrowers or any other Bank; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Dollar Swing Line Loan, once so participated by any Bank, shall cease to be a Dollar Swing Line Loan with respect to that amount for purposes of this Agreement, but shall continue to be a Dollar Revolving Loan and be evidenced by such Bank's Dollar Revolving Note.

(v) In the event that any Dollar Swing Line Bank incurs any tax, cost or expense of the type described in Sections 2.11 through 2.14, inclusive, by reason of repaying or participating a Dollar Swing Line Loan as described in this
Section 2.01(h), the US Borrower shall reimburse such Dollar Swing Line Bank the full amount of such tax, cost or expense subject to the terms and conditions herein.

(vi) The US Borrower expressly agrees and acknowledges that, in respect of each Bank's funded participation interest in any Dollar Swing Line Loan, such Bank shall be deemed to be in privity of contract with the US Borrower and have the same rights and remedies against the US Borrower under the Loan Documents as if such funded participation interest in such Dollar Swing Line Loan were a Dollar Revolving Loan."

b. Section 2.04 - Amendment. (i) Sections 2.04(a), (b) and (c) are hereby deleted in their entirety and the following substituted therefor:

"(a) Omitted

(b) Omitted

(c) The Dollar Revolving Loans made by each Bank making a Dollar Revolving Loan shall be evidenced by a Dollar Revolving Note issued to such Bank by the US Borrower (i) dated the effective date of the Amendment (or such other date as may be specified in Section 10.02), (ii) payable to the order of such Bank and (iii) otherwise duly completed."

(ii) Section 2.04(d) is hereby deleted in its entirety and the following substituted therefor:

"(d) The Guilder Revolving Loans made by the Guilder Revolving Loan Bank shall be evidenced by a Guilder Revolving Note issued to the Guilder Revolving Loan Bank by the Parent
(i) dated the effective date of the Amendment (or such other date as may be specified in Section 10.02), (ii) payable to the order of the Guilder Revolving Loan Bank and (iii) otherwise duly completed."

(iii) Section 2.04(e) is hereby deleted in its entirety and the following substituted therefor:

"(e) The Dollar Swing Line Loans made by each of the Dollar Swing Line Banks shall be evidenced by a Dollar Swing Line Note issued to such Dollar Swing Line Bank by the US Borrower, (i) dated the date of the Amendment (or such other date as may be specified in Section 10.02), (ii) payable to the order of such Dollar Swing Line Bank and (iii) otherwise duly completed."

c. Section 2.06 - Amendment. Section 2.06 is hereby amended by deleting subsections (a) and (c) thereof in their entirety.

d. Section 2.07 - Amendment. (i) Section 2.07 is hereby amended by deleting subparagraphs (a)(i) and (a)(ii) thereof and replacing them with the following:

(i) Base Rate Loans. If such Loan is a Base Rate Loan, a rate per annum equal at all times to the lesser of (A) the Highest Lawful Rate and (B) the sum of the Base Rate in effect from time to time plus, except as set forth below, the Applicable Margin in effect from time to time for Base Rate Loans, and unpaid accrued interest on such Loans shall be due and payable on each payment date and on the date such

Base Rate Loan shall be paid in full or converted; provided, that with respect to all Base Rate Loans which are Dollar Swing Line Loans the rate per annum as set forth in this
Section 2.07(a)(i) less the percentage per annum Commitment Fee in effect pursuant to Section 2.10.

(ii) Eurocurrency Rate Loans. If such loan is a Eurocurrency Rate Loan, a rate per annum equal at all times during the Interest Period for such Loan to the lesser of (A) the Highest Lawful Rate and (B) the sum of the Eurocurrency Rate for such Interest Period plus, except as set forth below, the Applicable Margin in effect as of the first day of such Interest Period for Eurocurrency Rate Loans, and unpaid accrued interest on such Loans shall be due and payable the last day of such Interest Period; provided, in the case of an Interest Period longer than three months, (i) interest shall also be paid, and (ii) the Applicable Margin shall change, in each case, effective as of the date occurring every three months after the first day of such Interest Period, and on the date such Eurocurrency Rate Loan shall be paid in full or Converted.

(iii) Section 2.07 is hereby further amended by deleting subparagraph (c) thereof and replacing it with the following:

"(c) As used herein, "Applicable Margin" means, and "Commitment Fee" means, for any day, (subject to Section 2.10), at such time as the Margin Ratio is in one of the following ranges, the percentage per annum set forth opposite such Margin Ratio:

               Margin Ratio                     Eurocurrency        Base Rate
                                                   Margin             Margin        Commitment Fee
                                                   ------             ------        --------------
Less than 2.0 to 1.0                                  1.25%             0%              .375%
Equal to or greater than 2.0 to 1.0                   1.50%           .25%              .375%
         but less than 2.5 to 1.0
Equal to or greater than 2.5 to 1.0                   1.75%           .50%              .375%

(iv) Section 2.07 is hereby amended by deleting subparagraph
(d) thereof and replacing it with the following:

"(d) For purposes hereof, "Margin Ratio" means, as of any date, the ratio of (i) the Parent's total consolidated Indebtedness as of the calendar quarter ending on such date, to (ii) its consolidated EBITDA for the twelve month period ending on the last day of such calendar quarter.

The Margin Ratio set forth in the most recent Margin Ratio Certificate delivered to the Administrative Agent shall, for purposes of determining the Applicable Margin, be in effect from the second business day after the date such Margin Ratio Certificate is delivered (or is required to be delivered), until the second business day after the next such Margin Ratio Certificate is delivered (or is required

to be delivered), with the following exceptions: (a) if the Administrative Agent in good faith determines that the calculations of the Margin Ratio reflected in any Margin Ratio Certificate are manifestly in error, the Administrative Agent may correct any error and calculate the appropriate Margin Ratio (and promptly give the Borrowers notice thereof with supporting documentation and calculations), (b) if the Parent fails to deliver any Margin Ratio Certificate when due, the Margin Ratio shall be deemed to be greater than 2.5 to 1.0 until such Margin Ratio Certificate is delivered, and (c) in the event of the consummation of any merger or acquisition of a Subsidiary, the Margin Ratio shall be immediately recalculated on a pro forma, trailing twelve month basis (as if such Subsidiary had been acquired on the first day of such twelve (12) month period) and be in effect from such consummation until the earlier of (1) the second business day after a new Margin Ratio Certificate is delivered or (2) the consummation of another merger or acquisition of a Subsidiary."

e. Section 2.10 - Amendment. Section 2.10 is hereby amended by adding the following paragraph (d) thereto:

"(d) The Borrowers jointly and severally agree to pay to the Administrative Agent, for the account of each Bank, a one-time fee, in Dollars, equal to .25% of all of such Bank's Commitment existing immediately after the execution of the Amendment."

f. Section 3.02 - Amendment. Section 3.02 is hereby amended by modifying the reference in the last line thereof to "Refunded Guilder Swing Line Loan" to refer to "Refunded Dollar Swing Line Loan."

g. Section 4.16. Section 4.16 is hereby deleted in its entirety.

h. Section 4.19. Section 4.19 is hereby deleted in its entirety.

i. Section 4.20. A new Section 4.20 is added to read in its entirety as follows:

"Section 4.20 Year 2000. All Information Systems and Equipment material to the operations of the Company or any of its Subsidiaries are either Year 2000 Compliant, or any reprogramming, remediation, or any other corrective action, including the internal testing of all such Information Systems and Equipment, will be completed by September 30, 1999. Further, to the extent that such reprogramming/remediation and corrective action is required, the cost thereof, as well as the cost of the reasonably foreseeable consequences of failure to become Year 2000 Compliant, to the Borrowers and their Subsidiaries (including, without limitation, reprogramming errors and the failure of other systems or equipment) will not result in a Default or a Material Adverse Effect."

j. Section 5.09 - Amendment. Section 5.09 is hereby deleted and the following substituted therefor:

"Section 5.09 Use of Loans and Letters of Credit. All Letters of Credit shall be issued for general corporate purposes consistent with the terms of this Agreement and all Requirements of Law. The US Borrower will use the proceeds of all Dollar Revolving Loans for working capital and other general corporate purposes, including for Capital Expenditures and Permitted Acquisitions, consistent with the terms of this Agreement and all Requirements of Law. The Parent will use the proceeds of the Guilder Revolving Loans (i) for the repayment of any amounts outstanding under the Guilder Swing Line Loans, and (ii) for working capital and other general corporate purposes consistent with the terms of this Agreement and all Requirements of Law."

k. Section 5.10 - Amendment. Section 5.10 is hereby deleted in its entirety and the following is substituted therefor:

"Section 5.10 Additional Guarantees. (a) In the event any Borrower or any of their Subsidiaries, subsequent to the date of the Amendment, acquires any non-U.S. Subsidiary and the cash consideration paid for such non-U.S. Subsidiary exceeds the equivalent of $20,000,000.00, such non-U.S. Subsidiary shall execute and deliver to the Administrative Agent a Guaranty Agreement guaranteeing the Obligations on the same basis as the other Guarantors. In addition, if the gross revenue or total assets of such non-U.S. Subsidiary exceeds five percent (5%) of the consolidated gross revenue or total assets, respectively, of the Parent and its Subsidiaries, or if any non-U.S. Subsidiary (other than Core Laboratories Sales N.V. or Core Laboratories Australia Pty. Ltd., which shall be excluded herefrom) that is not a Credit Party changes in such a manner that said Subsidiary: (i) has total gross revenue or total assets constituting five percent (5%) or more of the consolidated total gross revenue or total assets of the Parent and all of its Subsidiaries, such Subsidiary upon the written request of the Majority Banks shall execute and deliver to the Administrative Agent a Guaranty Agreement guaranteeing the Obligations on the same basis as the other Guarantors. Except as otherwise expressly provided herein, all domestic Subsidiaries shall be Guarantors hereunder at all times."

"(b) If any Subsidiary guarantees the Indebtedness, or any part thereof, permitted under Section 6.01(g), such Subsidiary shall immediately, if it has not already done so, execute and deliver to the Administrative Agent a Guaranty Agreement guaranteeing the Obligations on the same basis as the other Guarantors."

l. Section 5.11- Amendment. Section 5.11 is hereby deleted in its entirety and the following is substituted therefor:

"Section 5.11 Further Assurances in General. Each Borrower at its expense shall, and shall cause each of its Subsidiaries to, promptly execute and deliver all such other and further documents, agreements and instruments in compliance with or accomplishment of the covenants and agreements of a Borrower or any of its Subsidiaries in the Loan Documents, including, without limitation, the accomplishment of any condition precedent that may have been waived by the Banks prior to the initial Borrowing or Letter of Credit or any subsequent Borrowings or Letters of Credit."

m. Section 5.13. A new Section 5.13 is added to read in its entirety as follows:

"Section 5.13 Year 2000. Each Borrower will ensure that its Information Systems and Equipment are at all times after September 30, 1999, Year 2000 Compliant, except insofar as the failure to do so could not reasonably be expected to result in a Material Adverse Affect, and shall notify the Administrative Agent and all Banks promptly upon detecting any failure of the Information Systems and Equipment to be Year 2000 Compliant if same could reasonably be expected to result in a Material Adverse Effect. In addition, the Borrowers shall provide the Administrative Agent and all Banks with such information about its year 2000 computer readiness (including, without limitation, information as to contingency plans, budgets and testing results) as the Administrative Agent or such Banks shall reasonably request."

n. (i) Section 6.01(d) - Amendment. Section 6.01(d) is hereby deleted in its entirety and the following substituted therefor:

"(d) subject to the limitations of Section 6.07, unsecured Indebtedness owing to a Borrower by any of its Subsidiaries or owing by a Borrower to any of its Subsidiaries; provided, any such Indebtedness in excess of $10,000,000 shall be evidenced by a subordinated promissory note in a form reasonably satisfactory to the Administrative Agent."

(ii) A new subsection 6.01(g) is hereby added to read as follows:

"(g) Indebtedness of the U.S. Borrowers evidenced by 8.11% Guaranteed Senior Notes, Series A, Due 2009 in an original principal amount of $35,000,000 and 8.21% Guaranteed Senior Notes, Series B, Due 2011 in an original principal amount of $40,000,000 and guaranties of said Indebtedness by the Guarantors."

o. Section 6.03 - Amendment. Section 6.03 is hereby deleted in its entirety and the following substituted therefor:

"Section 6.03 Derivatives. The Borrowers shall not, and shall not permit any of their Subsidiaries to, enter into any Derivatives other than interest rate and foreign exchange Derivatives entered into for purposes of hedging bona fide interest and foreign exchange risk and not for speculation. Any Derivative Agreements entered into with any of the Banks shall be considered Loan Documents and any Borrowers' Obligations therewith shall be guaranteed by the Guaranties."

p. Section 6.04 - Amendment. (i) Section 6.04(a) is hereby deleted in its entirety and the following substituted therefor:

"(a) Fixed Charge Coverage Ratio. As of the last day of any month, the Parent will not permit the ratio of (i) its consolidated EBITDA for the twelve (12) month period then ended calculated on a rolling twelve (12) month basis to (ii) its consolidated Fixed Charges for such twelve month period to be less than 1.4 to 1.0 during the term hereof. In calculating the Fixed Charge Coverage Ratio subsequent to the date of the Amendment, for any acquisition accounted for on a pooling basis the historical EBITDA and Fixed Charges of the acquired company, for the preceding twelve (12) months (or other relevant calculation period) as shown by said acquired company's most recent audited financial statements (when available) and subsequent unaudited interim statements, shall be included as of the date of such acquisition (or next month or quarter-ending period)."

(ii) Section 6.04(b) is hereby deleted in its entirety and the following is substituted therefor:

"(b) Indebtedness-to-EBITDA Ratio. As of any date of determination, the Parent will not permit the ratio of (i) its total consolidated Indebtedness as of the last day of the fiscal quarter immediately preceding the date of determination to (ii) its consolidated EBITDA for the twelve month period ending on the last day of the quarter immediately preceding the date of determination, calculated on a rolling twelve (12) month basis, to be greater than (A) 3.0 to 1.0 from the date of the Amendment through June 30, 2001, (B) 2.5 to 1.0 from July 1, 2001 through June 30, 2003, and (C) 2.0 to 1.0 from July 1, 2003 through the Termination Date. In calculating the Indebtedness to EBITDA Ratio subsequent to the date of the Amendment, the historical EBITDA of the acquired company for the preceding twelve (12) months (or other relevant calculation period) as shown by said acquired company's most recent audited financial statements (when available) and subsequent unaudited interim statements, shall be included, on a pro forma basis, as of the date of such acquisition (or next month or quarter-ending period)."

(iii) Section 6.04(c) is hereby deleted in its entirety and the following is substituted therefor:

"(c) Minimum Net Worth. The Parent will not permit consolidated Net Worth to at any time be less than the sum of
(i) $145,000,000.00 plus (ii) fifty percent (50%) of Net Income for any fiscal quarter ending after the date of the Amendment (excluding any such fiscal quarter in which Net Income is a negative number), plus (iii) 75% of the net proceeds or the net increase resulting from any issuance of any stock of the Parent or any sale or issuance of any stock of any Subsidiary (if such sale or issuance is otherwise permitted herein) after the date of the Amendment."

q. Section 6.07 - Amendment. (i) Section 6.07(f) is hereby deleted in its entirety and the following is substituted therefor:

"(f) Capital Expenditures (including Capital Leases, but excluding Capital Expenditures through the date of acquisition of any Person accounted for as a pooling of interests) of not more than (i) $12,500,000 during the remainder of calendar year 1999; (ii) $25,000,000 for calendar year 1999 and (iii) increasing by 10% per annum for each calendar year subsequent to 1999 during the term hereof;"

(ii) Section 6.07 is hereby amended by deleting paragraph
(g) thereof and replacing it with the following:

"(g) acquisitions (each, a "Permitted Acquisition") by the Parent or any of its Subsidiaries of capital stock or other equity interests in any other Person the consideration for which is: (i) common stock of the Parent or (ii) cash of not more than $20,000,000.00 in any single acquisition, including assumption of debt during the term hereof; provided that (1) the total consideration paid for any such individual acquisition not exceed $50,000,000.00, (2) the Borrowers remain in compliance with all financial covenants set forth in the Loan Documents on a pro forma basis, (3) no Default exists or would occur as a result of such acquisition, and (4) the Person that is the subject of the acquisition operates a business that is the same as or substantially similar to the Business of the Parent or an existing Subsidiary;"

r. Section 6.11 - Prepayment of Indebtedness. A new
Section 6.11 is hereby added to read as follows:

"Section 6.11 Payment of Indebtedness. None of the Borrowers nor any of their Subsidiaries will prepay any Indebtedness permitted under Section 6.01(g) hereof (except in accordance with regularly scheduled payments required by the terms thereof) nor will they establish any sinking fund for such purpose or in any other manner defease or beneficially prepay such Indebtedness provided, said parties may prepay such Indebtedness, notwithstanding the restrictions otherwise imposed in Section 6.07, if: (i), such prepayment is completed at a discount to the face value of the Indebtedness so prepaid as of the date of such prepayment, (ii) simultaneously

therewith, said prepaying party prepays a pro rata amount (as determined by the Administrative Agent in its sole discretion) of the Obligations owing in respect of the Revolving Loans and
(iii) no Default or Event of Default has occurred hereunder and is continuing."

s. Section 10.18. A new Section 10.18 is hereby added to the Credit Agreement to read as follows:

"Section 10.18 Euro. (i) If, at any time that a Guilder Revolving Loan is outstanding, Dutch Guilders are fully replaced as the lawful currency of the Netherlands by the Euro so that all payments are to be made in the Netherlands in Euros and not in Dutch Guilders, then each such Guilder Revolving Loan shall be automatically converted into a Loan denominated in Euros in a principal amount equal to the amount of Euros into which the principal amount of such Guilder Revolving Loan would be converted pursuant to the EMU Legislation and thereafter no further Loans will be available in Dutch Guilders but Loans in Euros shall be thereafter available in the same maximum aggregate equivalent in Dollars as was applicable to Guilder Revolving Loans with the basis of accrual of interest, notice requirements and payment offices with respect to such converted Loans to be consistent with the convention and practices in the London interbank market for Euro denominated Loans at the time of conversion as reasonably determined by the Administrative Agent."

t. Section 10.19. A new Section 10.19 is hereby added to the Credit Agreement to read as follows:

"Section 10.19 Pro Rata Treatment. Notwithstanding any other provisions contained herein, all parties hereto recognize that the Loans are held by the Banks in varying percentages and that not each member of the Bank Group participates in each Loan. Accordingly, when the term "pro rata" is used in regard to making payments by the Borrowers or distributing payments by the Administrative Agent, it shall mean that each Bank receives its share of such payment pro rata within each Loan in which it participates."

u. Release of Pledge Agreements. Each Agent and Bank hereby authorizes and directs the Administrative Agent to release, and hereby releases, all property which is Collateral for the Obligations of the Credit Parties under the Credit Agreement and the other Loan Documents. The Administrative Agent, on behalf of the Bank Group hereby terminates in their entirety each of the Pledge Agreements, reassigns and releases all of the shares pledged thereunder, and agrees that, from the date of this Agreement, the Pledge Agreements shall be of no further force or effect, provided such release shall not invalidate or in any way affect, the Guaranty Agreements or any Person's liabilities or obligations under the Guaranty Agreements. The Administrative Agent agrees to execute such other documents and take any

such steps as any of the Borrowers may reasonably request to effect the terns of this Section, all at the expense of the requesting Borrower.

v. (a) The Commitments of each of the Banks shown on the signature pages of the Credit Agreement are hereby deleted and replaced with the new amounts shown on the signature pages to this Amendment.

(b) The exhibits attached to this Amendment supersede and replace the comparable, marked Exhibits to the Credit Agreement.

(c) All references to Tranche A Loans, Tranche B Loans, Guilder Swing Line Loans, Collateral, Pledge Agreements, Security Documents and related items are generally modified and/or deleted, as appropriate, to comport with the intent of the parties as expressed herein.

(d) All references to the Borrowers shall no longer include the UK Borrower and references to the UK Borrower shall instead be to a Guarantor or a Credit Party, as the context requires to comport with the intent of the parties as expressed herein.

(e) The certificates required by Section 5.01(a)(ii) and 5.01(c) shall be combined into the form attached hereto as Exhibit 5.01.

w. Annex A - Amendment.

(i) The following definitions are hereby added to the Annex of definitions to read as follows:

         A. "Amendment" shall mean that certain
Amendment to Amended and Restated Credit Agreement,
dated July ____, 1999, by and among the Borrowers,
the Guarantors, the Banks and the Agents, which
Amendment, among other things, amended certain
provisions of this Agreement."

         B. "Dollar Swing Line Commitment" means the
obligation of the Dollar Swing Line Banks to make the
Dollar Swing Line Loans pursuant to Section 2.01(h),
and is part of the "Dollar Revolving Commitment."

         C. "Dollar Swing Line Loan" has the meaning
specified  in Section 2.01(h).

         D. "Dollar Swing Line Note" means a

promissory note of the US Borrower payable to the order of a Dollar Swing Line Bank substantially in the form of Exhibit 2.04(e) evidencing the aggregate indebtedness of the US

Borrower to such Dollar Swing Line Bank resulting from the Dollar Swing Line Loans made by such Dollar Swing Line Bank together with all modifications, extensions, renewals, and rearrangements thereof from time to time in effect.

E. "Dollar Swing Line Banks" means Bankers Trust Company and any other Banks so designated as Dollar Swing Line Banks from time to time hereunder.

F. "EMU Legislation" shall mean the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency."

G. "Euro" shall mean the European Monetary Unit issued pursuant to the terms of the EMU Legislation."

H. "Guilder Revolving Loan Bank" means Bankers Trust Company, its successors and assigns.

I. "Information Systems and Equipment" means all material computer hardware and software, as well as other information processing systems, or any equipment containing embedded microchips, whether directly owned, licensed, leased, operated or otherwise controlled by the Borrowers or any of their Subsidiaries, including through third-party service providers, and which, in whole or in part, are integral to, the Borrowers' or any of their Subsidiaries' conduct of their business."

J. "Permitted Acquisition" has the meaning specified in Section 6.07(g)."

K. "Refunded Dollar Swing Line Loan" has the meaning specified in Section 2.01(h)."

L. "Year 2000 Compliant" means that all Information Systems and Equipment accurately process date data (including, but not limited to, calculating, comparing and sequencing), before, during and after the year 2000, as well as same and multi-century dates, or between the years 1999 and 2000, taking into account all leap years, including the fact that the year 2000 is a leap year, and further, that when used in combination with, or interfacing with, other Information Systems and Equipment, shall accurately accept, release and exchange date data, and shall in all material respects continue to function in the same manner as it performs today and shall not otherwise impair the accuracy or functionality of Information Systems and Equipment."

(ii) The hereinafter listed definitions are hereby deleted from the Annex of definitions and the following substituted therefor:

A. "Applicable Margin" has the meaning specified in Section 2.07(c)."

B. "Base Rate Loan" means a Dollar Revolving Loan that the applicable Borrower has designated, or is deemed to have designated, as such in accordance with Article II and shall include all Dollar Swing Line Loans, all as shown on the signature page of such Bank to the Amendment."

C. "Borrowing" means a Revolving Borrowing."

D. "Commitment" means as to any Bank, the sum of such Bank's Dollar Revolving Commitment, Guilder Revolving Commitment and, in the case of the Dollar Swing Line Banks, the Dollar Swing Line Commitment."

E. "Dollar Revolving Commitment" means the amount set forth under the caption "Dollar Revolving Commitment" for each Bank on the signature pages to the Amendment, as such amount may be increased pursuant to this Agreement."

F. "Dollar Revolving Loan" means a Revolving Loan to the US Borrower made in US Dollars pursuant to Section 2.01(c)."

G. "EBITDA" means for any period, (a) the sum of the following: (i) the Net Income for such period, (ii) the amount of amortization or write-off of deferred financing costs which were deducted from gross income in determining such Net Income for such period, (iii) the amount of depreciation and amortization expense which was deducted from gross income in determining such Net Income for such period, (iv) the amount of Interest Expense which was deducted in the calculation of such Net Income for such period, (v) the amount of income taxes deducted in the calculation of such Net Income for such period, and (vi) any writedowns of assets or similar non-recurring, non cash items deducted in the calculation of Net Income for such period less, (b)
(1) any interest income included in the calculation of Net Income for such period, (2) the amount of gains on sales of assets (excluding sales in the ordinary course of business) and other extraordinary gains which were added in the calculation of such Net Income for such period, and (3) other cash flow of non-Credit Parties that is not available to any of the Borrowers due to currency controls, limits on dividend or profit repatriations, local tax requirements or similar laws or regulations, all as determined on a consolidated basis in accordance with GAAP.

H. "Eurocurrency Rate" means, with respect to each Interest Period for each Eurocurrency Rate Loan, the quotient of (a) (i) the composite offered rate for London interbank deposits (rounded to the nearest 1/16 of 1%) for deposits of US dollars, Dutch Guilders or Euros, as applicable, for a period equivalent to the Interest Period to be applicable to such Eurocurrency Rate Loan, determined as of 11:00
a.m. (London time) on the date which is two (2) Business Days prior to the commencement of such Interest Period in the case of a Eurodollar Rate Loan denominated in Dollars and three (3) Business Days prior to the commencement of such Interest Period in the case of a Eurocurrency Rate Loan denominated in a Foreign Currency, and which, at the sole option of the Administrative Agent, may be the rate which is displayed on Telerate page 3750 (British Bankers' Association Interest Settlement Rates) or such other page as may replace such page 3750 or otherwise be applicable on such system; or (ii) if the rate in clause (i) is not so displayed on such date, or the Administrative Agent chooses not to use such screen shall be the arithmetic average (rounded to the nearest 1/16 of 1%) of the offered quotation to first-class banks in the interbank Eurocurrency market by the Administrative Agent for deposits of Dollars, Dutch Guilders or Euros, as applicable, of an amount in same day funds comparable to the outstanding principal amount of the Eurocurrency Rate Loan of the Administrative Agent (in its capacity as a Bank) for which an interest rate is then being determined with maturities comparable to the Interest Period to be applicable to such Eurocurrency Rate Loan, determined as of 10:00 a.m. (New York time) on the date which is two Business Days in the case of Eurocurrency Rate Loans denominated in Dollars and three (3) Business Days in the case of Eurocurrency Rate Loans denominated in a Foreign Currency prior to the commencement of such Interest Period, divided (and rounded upward to the next whole multiple of 1/16 of 1%) by (b) a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including without limitation, any marginal, emergency, supplemental, special or other reserves) applicable to any member bank of the Federal Reserve System in respect of "Eurocurrency liabilities" as defined in Regulation D of the Board of Governors of the Federal Reserve System (or any successor category of liabilities under Regulation D)."

I. "Guilder Revolving Commitment" means the amount set forth on the signature page of the Guilder Revolving Loan Bank to the Amendment, as amended from time to time.

J. "Loan Documents" means this Agreement, the Notes, the Letters of Credit, the Guaranty Agreements and all other agreements, instruments and documents, including, without limitation, notes, warrants, guaranties, subordination agreements, powers of attorney, consents, the

Subordination Agreement, letter agreements, contracts, notices, leases, amendment, Letter of Credit applications and reimbursement agreements, any documents executed by any of the Borrowers with any of the Banks evidencing any obligations in respect of any Derivative, and all other writings heretofore, now, or hereafter executed by or on behalf of a Borrower or any of its Subsidiaries, any of their respective Affiliates or any other Person in connection with or relating to this Agreement, together with all agreements, instruments and documents referred to therein or contemplated thereby."

K. "Notes" means the Revolving Notes."

L. "Revolving Borrowing" means a group of Revolving Loans of a single Type made by the Banks, or Converted into such, as applicable, on a single date and may be a Dollar Revolving Loan, a Dollar Swing Line Loan or a Guilder Revolving Loan and, in the case of a Revolving Loan that is also a Eurocurrency Rate Loan, as to which a single Interest Period is in effect."

M. "Revolving Loan" means Dollar Revolving Loans, Dollar Swing Line Loans and Guilder Revolving Loans."

N. "Revolving Notes" means Dollar Revolving Notes, Dollar Swing Line Notes and Guilder Revolving Notes."

O. "Termination Date" means June 30, 2004 or , in the case of the Revolving Commitments, such earlier date on which the Revolving Commitments are terminated pursuant to Section 2.05 or Section 7.01."

P. "Total Dollar Revolving Commitment" means, as of any date, an amount equal to the sum of the Banks' Dollar Revolving Commitments as of such date (inclusive of the Dollar Swing Line Commitments), which shall never exceed $95,000,000.00 in the aggregate."

2. Waiver of Violations of Section 5.10. Any violation of the terms of Section 5.10 prior to the date of this Amendment is hereby waived through the date of this Amendment but not otherwise.

3. Representations and Warranties. Each Borrower and Guarantor hereby represents and warrants to the Administrative Agent and Banks that (a) this Amendment has been duly executed and delivered on behalf of each,
(b) this Amendment constitutes a valid and legally binding agreement enforceable against each in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors' rights generally, and by general principles of equity regardless of whether such enforceability is a proceeding in equity

or at law, (c) the representations and warranties contained in the Credit Agreement as modified hereby are true and correct on and as of the date hereof as though made as of the date hereof except as heretofore otherwise disclosed in writing to the Administrative Agent (other than those of such representations and warranties which by their express terms speak to a date on or before the date hereof), (d) no Default or Event of Default exists under the Credit Agreement or any of the Loan Documents as modified hereby, and (e) the execution, delivery and performance of this Amendment has been duly authorized by all Borrowers and Guarantors, by all appropriate corporate action and does not violate any of their respective charters or bylaws. Said parties will provide evidence to the Administrative Agent of the items contained in sub-sections (a) and (e) of this Section 3.

4. Reference to the Credit Agreement and Effect on the Notes and Other Documents executed pursuant to the Credit Agreement.

(a) Upon the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement," "hereunder," "herein," "hereof" or words of similar import shall mean and be a reference to the Credit Agreement, as amended hereby.

(b) Upon the effectiveness of this Amendment, each reference in the Notes, the Security Documents and the other Loan Documents delivered or to be delivered pursuant to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.

5. Ratification of Credit Agreement and Other Loan Documents and Release.

(a) Each party hereto hereby confirms and ratifies the Credit Agreement and each of the other Loan Documents as amended hereby and acknowledges and agrees that the same shall continue in full force and effect as amended hereby. Each Guarantor hereby reaffirms its Guaranty and agrees that such is still in effect, in regard to the Credit Agreement and the Obligations, as amended hereby. The Parent specifically affirms that its Guaranty is in effect in regard to the full amount of Dollar Revolving Loans, notwithstanding the cancellation of the Tranche A and Tranche B Loans, and that it is unconditionally, jointly and severally liable for the repayment thereof. Each of the undersigned parties not previously a party to the Credit Agreement expressly assumes all duties, Obligations and liabilities of a Guarantor under the Credit Agreement as if it had executed a Guaranty Agreement and, by its execution hereof, hereby acknowledges said duties, Obligations and liabilities.

(b) The Administrative Agent and each of the Banks hereby releases any of the Guarantors under the Credit Agreement who are not signatories to this Amendment from any liability under its Guaranty.

6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

7. Release. Each of the Borrowers and each of the Guarantors does hereby release and forever discharge the Administrative Agent and each of the Banks and each affiliate thereof and each of their respective employees, officers, directors, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, which any of said parties has held or may now or in the future own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed by any of such parties (a) arising directly or indirectly out of the Loan Documents, or any other documents, instruments or any other transactions relating thereto and/or (b) relating directly or indirectly to all transactions by and between the Borrowers, their Subsidiaries, or their representatives and the Administrative Agent and each Bank or any of their respective directors, officers, agents, employees, attorneys or other representatives. Such release, waiver, acquittal and discharge shall and does include, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by any of the Borrowers or the Guarantors.

8. Counterparts. This Amendment may be signed in any number of counterparts, and delivered in facsimile or in original document form, each of which shall be construed as an original, but all of which together shall constitute one and the same instrument.

9. Conditions to Effectiveness. This Amendment shall become effective immediately upon (a) the execution and delivery to the Administrative Agent of: (i) signed originals hereof by all parties, (ii) Guaranty Agreements from all Subsidiaries becoming Guarantors pursuant to Section 5.10, (iii) executed Notes in favor of any new Banks and other Banks, as required, evidencing the indebtedness described in the Credit Agreement (including, without limitation, Dollar Swing Line Notes), and (iv) an opinion from: (Y) Vinson & Elkins LLP and (Z) John Denson, general counsel to the Credit Parties, in respect hereof reasonably satisfactory to the Administrative Agent; and (b) payment by the Borrowers of (i) the fee referenced in Section 2.10, above, (ii) all amounts outstanding under the Tranche A Loan, the Tranche B Loan and the Guilder Swing Line Loan and (iii) all fees, costs and expenses due and owing to the Administrative Agent or any of the Banks, as provided herein, provided, this Amendment shall not become effective unless the representations and warranties contained in Section 3 of this Amendment shall be true and correct in all material respects.

10. GOVERNING LAW. THIS AMENDMENT (INCLUDING THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

11. FINAL AGREEMENT OF THE PARTIES. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,

CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written.

BORROWERS:

CORE LABORATORIES N.V.

BY: CORE LABORATORIES INTERNATIONAL
B.V., ITS SOLE MANAGING DIRECTOR

By:     /s/ Jacobus Schouten
   -----------------------------------------
Name:   Jacobus Schouten
Title:  Managing Director

CORE LABORATORIES, INC.

By:     /s/ Richard L. Bergmark
   -----------------------------------------
        Richard L. Bergmark
        Executive Vice President

GUARANTORS:

CORE LABORATORIES N.V. BY: CORE LABORATORIES
INTERNATIONAL B.V., ITS SOLE MANAGING DIRECTOR

By:        /s/ Jacobus Schouten
   ----------------------------------------
Name:      Jacobus Schousten
Title:     Managing Director

CORE LABORATORIES, INC.

By:        /s/ Richard L. Bergmark
   ----------------------------------------
           Richard L. Bergmark
           Executive Vice President

SAYBOLT INTERNATIONAL B.V.

By:        /s/ Jan Heinsbroek
   ----------------------------------------
Name:      Jan Heinsbroek
Title:     Managing Director

By:        /a/ Monty L. Davis
   ----------------------------------------
Name:      Monty L. Davis
Title:     President

SAYBOLT NEDERLAND B.V.

By:        /s/ Jan Heinsbroek
   ----------------------------------------
Name:      Jan Heinsbroek
Title:     Managing Director

OWEN OIL TOOLS, INC.

By:        /s/ David S. Wesson
   ----------------------------------------
Name:      David S. Wesson
Title:     President

THE ANDREWS GROUP INTERNATIONAL, INC.

By:        /s/ Robert Andrews
   ----------------------------------------
Name:      Robert Andrews
Title:     President & CEO

AGI MEXICANA, DE S.A.

By:        /s/ R. L. Bergmark
   ----------------------------------------
Name:      R. L. Bergmark
Title:     Authorized Representative

BANKS:

Tranche A Commitment: Terminated                 BANKERS TRUST COMPANY
Tranche B Commitment: Terminated
Dollar Revolving Commitment: $13,500,000
Guilder Revolving Commitment:
          $5,000,000 Equivalent                  By: /s/ Marcus M. Tarkington
Guilder Swing Line                                  --------------------------
Commitment: Terminated                           Name: Marcus M. Tarkington
Dollar Swing Line Commitment: $10,000,000.00     Title: Director


                                                 Address:

                                                 130 Liberty Street, 14th Floor
                                                 New York, New York 10006
                                                 Telecopy No.: (212) 250-6029

                                                 Domestic Lending Office:

                                                 Bankers Trust
                                                 130 Liberty Street, 14th Floor
                                                 New York, New York 10006

                                                 Eurocurrency Lending Office:

                                                 Bankers Trust
                                                 130 Liberty Street, 14th Floor
                                                 New York, New York 10006

                                                 ADMINISTRATIVE AGENT:

                                                 BANKERS TRUST COMPANY



                                                 By: /s/ Marcus M. Tarkington
                                                    --------------------------
                                                 Name: Marcus M. Tarkington
                                                 Title: Director

Tranche A Commitment: Terminated              BANK OF AMERICA, N.A., FORMERLY
Tranche B Commitment: Terminated              KNOWN AS NATIONSBANK, N.A.
Dollar Revolving Commitment: $18,500,000.00
Guilder Revolving Commitment:
        0 Equivalent
Guilder Swing Line                            By: /s/ Patrick M. Delaney
Commitment: Terminated                           ----------------------------
                                                 Patrick M. Delaney
                                                 Managing Director

                                              Address:

                                              700 Louisiana, 8th Floor
                                              Houston, Texas 77002
                                              Telecopy No.: (713) 247-6568

                                              Domestic Lending Office:

                                              Bank of America, N.A.
                                              Attn:    Paul Colon
                                              901 Main Street
                                              Dallas, Texas 75202
                                              Telecopy No.: (713) 651-4834

                                              Eurocurrency Lending Office:

                                              Bank of America, N.A.
                                              Attn:    Paul Colon
                                              901 Main Street
                                              Dallas, Texas 75202
                                              Telecopy No.: (713) 651-4834

                                              SYNDICATION AGENT:

                                              BANK OF AMERICA SECURITIES LLC.,
                                              as Syndication Agent and as
                                              Issuing Bank



                                              By: /s/ Jeff Susman
                                                 ----------------------------
                                                    Jeff Susman
                                                    Principal

Tranche A Commitment:  Terminated             CIBC INC.
Tranche B Commitment: Terminated
Dollar Revolving Commitment: $18,000,000.00
Guilder Revolving Commitment:
       0 Equivalent
                                              By: /s/ Roger Colden
                                                  ----------------------------
                                              Name: Roger Colden
                                              Title: Authorized Signatory


                                              Address:

                                              1600 Smith Street
                                              Houston, Texas  77002
                                              Telecopy No.:  (713) 650-7675

                                              Domestic Lending Office:

                                              2 Paces West
                                              2727 Paces Ferry Road, Suite 1200
                                              Atlanta, Georgia 30339

                                              Eurocurrency Lending Office:

                                              2 Paces West
                                              2727 Paces Ferry Road, Suite 1200
                                              Atlanta, Georgia 30339

Tranche A Commitment:  Terminated              BANK ONE, LOUISIANA, N.A., AS
Tranche B Commitment: Terminated               SUCCESSOR TO FIRST NATIONAL BANK
Dollar Revolving Commitment: $15,000,000.00    OF COMMERCE
Guilder Revolving Commitment:
          0 Equivalent

                                               By: /s/ J. Charles Freel, Jr.
                                                  -----------------------------
                                               Name: J. Charles Freel, Jr.
                                               Title: Senior Vice President

                                               Address:

                                               201 St. Charles Ave., 29th Floor
                                               New Orleans, Louisiana  70170
                                               Telecopy No.: (504) 623-6555


                                               Domestic Lending Office:
                                               201 St. Charles Ave., 29th Floor
                                               New Orleans, Louisiana  70170
                                               Telecopy No.: (504) 623-6555

                                               Eurocurrency Lending Office:

                                               201 St. Charles Ave., 29th Floor
                                               New Orleans, Louisiana  70170
                                               Telecopy No.: (504) 623-6555

Tranche A Commitment:  Terminated           BANQUE NATIONALE DE PARIS
Tranche B Commitment: Terminated
Dollar Revolving Commitment:                $10,000,000.00
Guilder Revolving Commitment:
          0 Equivalent
                                            By: /s/ Warren Ross
                                               ---------------------------------
                                            Name: Warren Ross
                                            Title: Assistant Vice President

                                            Address:

                                            333 Clay Street, Suite 3400
                                            Houston, Texas 77002
                                            Telecopy No.: (713) 659-1414

                                            Domestic Lending Office:

                                            333 Clay Street, Suite 3400
                                            Houston, Texas 77002
                                            Telecopy No.: (713) 659-1414

                                            Eurocurrency Lending Office:

                                            333 Clay Street, Suite 3400
                                            Houston, Texas 77002
                                            Telecopy No.: (713) 659-1414

Tranche A Commitment:  Terminated              ABN AMRO BANK, N.V.
Tranche B Commitment: Terminated
Dollar Revolving Commitment: $15,000,000.00
Guilder Revolving Commitment:
          0 Equivalent
                                               By: /s/ Brandi Lippincott
                                                  ------------------------------
                                               Name: Brandi Lippincott
                                               Title: Assistant Vice President



                                               By: /s/ Stuart Murray
                                                  ------------------------------
                                               Name: Stuart Murray
                                               Title: Vice President

Address:

Three Riverway, Suite 1700
Houston, Texas 77056
Telecopy No.: (713) 621-5801

Domestic Lending Office:

208 South LaSalle, Suite 1500
Chicago, Illinois 60604-1003
Attn: Loan Administration
Telecopy No.: (312) 992-5157
Phone No.: (312) 992-5152

Eurocurrency Lending Office:

208 South LaSalle, Suite 1500
Chicago, Illinois 60604-1003
Attn: Loan Administration
Telecopy No.: (312) 992-5157
Phone No.: (312) 992-5152

Tranche A Commitment:  Terminated            COMERICA BANK
Tranche B Commitment: Terminated
Dollar Revolving Commitment: $5,000,000.00
Guilder Revolving Commitment:
          0 Equivalent
                                             By: /s/ Brian J. Walsh
                                                 ------------------------------
                                             Name: Brian J. Walsh
                                             Title: AVP

                                             Address:

                                             6260 East Mockingbird Lane
                                             2nd Floor Mail Code 6592
                                             Dallas, Texas 75214
                                             Telecopy No. (214) 827-9817

Domestic Lending Office:

Telecopy No.:

Eurocurrency Lending Office:

EXHIBIT 10.7

EXECUTION COPY

CORE LABORATORIES, INC., as Issuer

CORE LABORATORIES N.V., as Guarantor

8.11% Guaranteed Senior Notes, Series A, due 2009 8.21% Guaranteed Senior Notes, Series B, due 2011

Dated as of July 22, 1999

Table of Contents

                                                                                        Page
                                                                                        ----
1. AUTHORIZATION OF NOTES..................................................................1
         1.1. The Notes....................................................................1
         1.2. The Guarantees...............................................................1

2. SALE AND PURCHASE OF NOTES..............................................................2

3. CLOSING.................................................................................2

4. CONDITIONS TO CLOSING...................................................................3
         4.1. Representations and Warranties...............................................3
         4.2. Performance; No Default......................................................3
         4.3. Compliance Certificates......................................................3
         4.4. Opinions of Counsel..........................................................3
         4.5. Subsidiary Guarantees........................................................4
         4.6. Purchase Permitted by Applicable Law, etc....................................4
         4.7. Sale of Notes to Other Purchasers............................................4
         4.8. Payment of Special Counsel Fees..............................................4
         4.9. Private Placement Numbers....................................................5
         4.10. Changes in Corporate Structure..............................................5
         4.11. Proceedings and Documents...................................................5

5. REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE COMPANY............................5
         5.1. Organization; Power and Authority............................................5
         5.2. Authorization, etc...........................................................6
         5.3. Disclosure...................................................................6
         5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates.............7
         5.5. Financial Statements.........................................................7
         5.6. Compliance with Laws, Other Instruments, etc.................................8
         5.7. Governmental Authorizations, etc.............................................8
         5.8. Litigation; Observance of Agreements, Statutes and Orders....................8
         5.9. Taxes.  9
         5.10. Title to Property; Leases..................................................10
         5.11. Licenses, Permits, Y2K, etc................................................10
         5.12. Compliance with ERISA......................................................11
         5.13. Private Offering...........................................................12
         5.14. Use of Proceeds; Margin Regulations........................................13
         5.15. Existing Indebtedness; Future Liens........................................13
         5.16. Foreign Assets Control Regulations, etc....................................14
         5.17. Status Under Certain Statutes..............................................14
         5.18. Environmental Matters......................................................14

6. REPRESENTATIONS OF THE PURCHASER.......................................................15
         6.1. Purchase of Notes...........................................................15
         6.2. Source of Funds.............................................................15

7. INFORMATION AS TO COMPANY..............................................................16
         7.1. Financial and Business Information..........................................16
         7.2. Officer's Certificate.......................................................19
         7.3. Inspection..................................................................19

8. PREPAYMENT OF THE NOTES................................................................20
         8.1. Required Prepayments........................................................20
         8.2. Optional Prepayments........................................................21
         8.3. Prepayment in Connection with a Change of Control and Debt Downgrade........21
         8.4. Allocation of Partial Prepayments...........................................22
         8.5. Maturity; Surrender, etc....................................................22
         8.6. Purchase of Notes...........................................................23
         8.7. Make-Whole Amount...........................................................23

9. AFFIRMATIVE COVENANTS..................................................................25
         9.1. Compliance with Law.........................................................25
         9.2. Insurance...................................................................25
         9.3. Maintenance of Properties...................................................25
         9.4. Payment of Taxes and Claims.................................................26
         9.5. Corporate Existence, etc....................................................26
         9.6. Additional Subsidiary Guarantees; Release of Subsidiary Guarantees..........26

10. NEGATIVE COVENANTS....................................................................27
         10.1. Total Indebtedness; Subsidiary Indebtedness................................27
         10.2. Liens. 29
         10.3. Limitation on Sale and Leaseback Transactions..............................30
         10.4. Maintenance of Net Worth...................................................31
         10.5. Merger, Consolidation, Amalgamation, etc...................................31
         10.6. Lines of Business..........................................................33
         10.7. Transactions with Affiliates...............................................33

11. EVENTS OF DEFAULT.....................................................................33

12. REMEDIES ON DEFAULT, ETC..............................................................36
         12.1. Acceleration...............................................................36
         12.2. Other Remedies.............................................................37
         12.3. Rescission.................................................................37
         12.4. No Waivers or Election of Remedies, Expenses, etc..........................37

13. TAX INDEMNIFICATION...................................................................38

14. PARENT GUARANTEE......................................................................39
         14.1. Guarantee..................................................................39
         14.2. Subrogation and Contribution...............................................41

15. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.........................................42
         15.1. Registration of Notes......................................................42
         15.2. Transfer and Exchange of Notes.............................................42
         15.3. Replacement of Notes.......................................................43

16. PAYMENTS ON NOTES.....................................................................43
         16.1. Place of Payment...........................................................43
         16.2. Home Office Payment........................................................44

17. EXPENSES, ETC.........................................................................44
         17.1. Transaction Expenses.......................................................44
         17.2. Survival...................................................................45

18. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT..........................45

19. AMENDMENT AND WAIVER..................................................................45
         19.1. Requirements...............................................................45
         19.2. Solicitation of Holders of Notes...........................................46
         19.3. Binding Effect, etc........................................................46
         19.4. Notes held by the Issuer, etc..............................................47

20. NOTICES...............................................................................47

21. REPRODUCTION OF DOCUMENTS.............................................................48

22. CONFIDENTIAL INFORMATION..............................................................48

23. SUBSTITUTION OF PURCHASER.............................................................49

24. MISCELLANEOUS.........................................................................50
         24.1. Successors and Assigns.....................................................50
         24.2. Construction...............................................................50
         24.3. Jurisdiction and Process; Waiver of Jury Trial; Judgment Currency..........50
         24.4. Payments Due on Non-Business Days..........................................52
         24.5. Severability...............................................................52
         24.6. Accounting Terms; Pro Forma Calculations...................................52
         24.7. Counterparts...............................................................53
         24.8. Governing Law..............................................................53


Exhibit 1.1(a)                         --      Form of 8.11% Guaranteed Senior Note,
                                                  Series A, due 2009
Exhibit 1.1(b)                         --      Form of 8.21% Guaranteed Senior Note,
                                                  Series B, due 2011
Exhibit 1.2                            --      Form of Subsidiary Guarantee
Exhibit 4.4(a)(i)                      --      Form of Opinion of Special Counsel for
                                                  the Issuer and the Company
Exhibit 4.4(a)(ii)                     --      Form of Opinion of United States
                                                  Special Counsel for the Issuer and
                                                  the Company
Exhibit 4.4(a)(iii)                    --      Form of Opinion of Dutch Special
                                                  Counsel for the Company
Exhibit 4.4(b)                         --      Form of Opinion of Dutch Special Counsel for the Issuer
Exhibit 4.4(c)                         --      Form of Opinion of Special Counsel for
                                                  the Purchasers

Schedule A                             --      Names and Addresses of Purchasers
Schedule B                             --      Defined Terms

Schedule 5.3                           --      Disclosure Documents
Schedule 5.4                           --      Subsidiaries
Schedule 5.5                           --      Financial Statements
Schedule 5.8                           --      Litigation
Schedule 5.11                          --      Licenses, etc.
Schedule 5.15                          --      Existing Indebtedness

CORE LABORATORIES, INC.
CORE LABORATORIES N.V.

8.11% Guaranteed Senior Notes, Series A, due 2009 8.21% Guaranteed Senior Notes, Series B, due 2011

As of July 22, 1999

TO EACH OF THE PURCHASERS LISTED IN
THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

CORE LABORATORIES, INC., a Delaware corporation (the "ISSUER"), and CORE LABORATORIES N.V., a Netherlands limited liability company (the "COMPANY" or the "PARENT"), jointly and severally agree with you as follows:

1. AUTHORIZATION OF NOTES.

1.1. THE NOTES.

The Issuer has duly authorized the issue and sale of $35,000,000 aggregate principal amount of its 8.11% Guaranteed Senior Notes, Series A, due 2009 (the "SERIES A NOTES") and $40,000,000 aggregate principal amount of its 8.21% Guaranteed Senior Notes, Series B, due 2011 (the "SERIES B NOTES" and, together with the Series A Notes, the "NOTES"), such notes to be in the respective form set out in Exhibits 1.1(a) and 1.1(b). As used herein, the term "NOTES" shall mean all notes (irrespective of series unless otherwise specified) originally delivered pursuant to this Agreement and the Other Agreements referred to below and all notes delivered in substitution or exchange for any such note and, where applicable, shall include the singular number as well as the plural. The terms "NOTE", "SERIES A NOTE" and "SERIES B NOTE" mean one of the Notes, Series A Notes and Series B Notes, respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

1.2. THE GUARANTEES.

(a) The Notes and the obligations of the Issuer hereunder and under the Other Agreements will be unconditionally guaranteed by the Parent, which owns beneficially and of record

all of the issued and outstanding capital stock of the Issuer, pursuant to a parent guarantee contained in Section 14 of this Agreement and the Other Agreements (the "PARENT GUARANTEE").

(b) The Notes and the obligations of the Issuer hereunder and under the Other Agreements will also be unconditionally guaranteed by certain of the Company's existing Subsidiaries, pursuant to subsidiary guarantees substantially in the form of Exhibit 1.2 (individually a "SUBSIDIARY GUARANTEE" and collectively the "SUBSIDIARY GUARANTEES", which terms shall include after the date of the Closing all additional Subsidiary Guarantees from time to time executed and delivered pursuant to Section 9.6).

2. SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement, the Issuer will issue and sell to you and you will purchase from the Issuer, at the Closing provided for in Section 3, Notes of the series and in the principal amount specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Issuer and the Company are entering into separate Note and Guarantee Agreements (the "OTHER AGREEMENTS") identical with this Agreement with each of the other purchasers named in Schedule A (the "OTHER PURCHASERS"), providing for the sale at such Closing to each of the Other Purchasers of Notes of the series and in the principal amount specified opposite its name in Schedule A. Your obligation hereunder and the obligations of the Other Purchasers under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or non-performance by any Other Purchaser thereunder.

3. CLOSING.

The sale and purchase of the Notes to be purchased by you and the Other Purchasers shall occur at the offices of Willkie Farr & Gallagher, 787 Seventh Avenue, New York, NY 10019 at 10:00 a.m., New York time, at a closing (the "CLOSING") on July 22, 1999, or on such other Business Day thereafter as may be agreed upon by the Issuer and you and the Other Purchasers. At the Closing the Issuer will deliver to you the Notes to be purchased by you in the form of a single Note (or such greater number of Notes in denominations of at least $100,000 as you may request prior to the Closing) dated the date of the Closing and registered in your name (or in the name of your nominee), against delivery by you to the Issuer or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Issuer to account number 2662372753, at NationsBank of Texas, N.A., ABA number 111-000-025.

If at the Closing the Issuer shall fail to tender such Notes to you as provided above in this Section 3, or any of the conditions specified in
Section 4 shall not have been fulfilled to your satisfaction, you shall, at your election, be relieved of all further obligations under this Agreement, without thereby waiving any rights you may have by reason of such failure or such nonfulfillment.

4. CONDITIONS TO CLOSING.

Your obligation to purchase and pay for the Notes to be sold to you at the Closing is subject to the fulfillment to your satisfaction, prior to or at the Closing, of the following conditions:

4.1. REPRESENTATIONS AND WARRANTIES.

The representations and warranties of the Issuer and the Company in this Agreement shall be correct when made and (unless specifically limited to an earlier date) at the time of the Closing.

4.2. PERFORMANCE; NO DEFAULT.

The Issuer and the Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by them prior to or at the Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10.1 (without regard to the proviso in Section 10.1(a)), 10.2, 10.3, 10.5, 10.6 or 10.7 had such Sections applied since such date.

4.3. COMPLIANCE CERTIFICATES.

(a) Officer's Certificates. Each of the Issuer and the Company shall have delivered to you an Officer's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.10 have been fulfilled.

(b) Secretary's Certificates. Each of the Issuer and the Company shall have delivered to you a certificate of its Secretary or an Assistant Secretary certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement and the Other Agreements and, in the case of the Issuer, the Notes.

4.4. OPINIONS OF COUNSEL.

You shall have received opinions in form and substance satisfactory to you, dated the date of the Closing (a) from (i) John D. Denson, Esq., Vice President and General Counsel for the Issuer and the Company, (ii) Vinson & Elkins L.L.P., United States special counsel for the Issuer and the Company, and (iii) Nauta Dutihl, Dutch special counsel for the Company, substantially in the respective forms set forth in Exhibits 4.4(a)(i), 4.4(a)(ii) and 4.4(a)(iii), and covering such other matters incident to the transactions contemplated hereby as you or your counsel may reasonably request (and the Issuer and the Company hereby instruct their counsel to deliver such opinions to you) and (b) from Willkie Farr & Gallagher, your special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such other matters incident to such transactions as you may reasonably request.

4.5. SUBSIDIARY GUARANTEES.

A Subsidiary Guarantee, dated as of a date on or before the date of the Closing, shall have been executed and delivered by each Subsidiary that at the time is a borrower or guarantor under the Bank Credit Facility (sometimes individually a "SUBSIDIARY GUARANTOR" and collectively the "SUBSIDIARY GUARANTORS", which term shall include at any time after the date of the Closing each other Subsidiary that theretofore executes and delivers a Subsidiary Guarantee pursuant to Section 9.6 but shall exclude at such time any Subsidiary or other Person theretofore released from its obligations as a Subsidiary Guarantor pursuant to Section 9.6) in the form hereinabove recited and shall be in full force and effect.

4.6. PURCHASE PERMITTED BY APPLICABLE LAW, ETC.

On the date of the Closing your purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which you are subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including without limitation Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject you to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by you, you shall have received an Officer's Certificate certifying as to such matters of fact as you may reasonably specify to enable you to determine whether such purchase is so permitted.

4.7. SALE OF NOTES TO OTHER PURCHASERS.

The Issuer shall sell to the Other Purchasers and the Other Purchasers shall purchase the Notes to be purchased by them at the Closing as specified in Schedule A.

4.8. PAYMENT OF SPECIAL COUNSEL FEES.

Without limiting the provisions of Section 17.1, the Issuer shall have paid on or before the Closing the reasonable fees, charges and disbursements of your special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing.

4.9. PRIVATE PLACEMENT NUMBERS.

A Private Placement Number issued by Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for the Notes of each series.

4.10. CHANGES IN CORPORATE STRUCTURE.

Neither the Issuer nor the Company shall have changed its jurisdiction of incorporation or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity at any time following the date of the most recent financial statements referred to in Schedule 5.5.

4.11. PROCEEDINGS AND DOCUMENTS.

All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other copies of such documents as you or they may reasonably request.

5. REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE COMPANY.

The Issuer and the Company jointly and severally represent and warrant to you that:

5.1. ORGANIZATION; POWER AND AUTHORITY.

The Issuer is a corporation and the Company is a limited liability company, in each case duly organized, validly

existing and in good standing under the laws of its jurisdiction of formation, and is duly qualified and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Issuer and the Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Other Agreements and (in the case of the Issuer) the Notes and to perform the provisions hereof and thereof.

5.2. AUTHORIZATION, ETC.

This Agreement and the Other Agreements and the Notes have been duly authorized by all necessary corporate action on the part of the Issuer, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Agreement and the Other Agreements have been duly authorized by all necessary corporate action on the part of the Company and this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited as aforesaid.

5.3. DISCLOSURE.

The Company, through its agent, Credit Suisse First Boston Corporation, has delivered to you a copy of a Confidential Offering Memorandum, dated June 1999 (the "MEMORANDUM"), relating to the transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the Company and its Subsidiaries. This Agreement, the Memorandum, the documents, certificates or other writings delivered to you by an agent or authorized representative on behalf of the Issuer and the Company in connection with the transactions contemplated hereby and described in Schedule 5.3 (together with the Memorandum, the "DISCLOSURE DOCUMENTS"), and the financial statements listed in Schedule 5.5, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Since December 31, 1998, there has been no change in the financial condition,

operations, business or properties of the Company or any Subsidiary except changes disclosed in the Disclosure Documents or in the financial statements listed in Schedule 5.5 and other changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Memorandum or in the other Disclosure Documents.

5.4. ORGANIZATION AND OWNERSHIP OF SHARES OF SUBSIDIARIES; AFFILIATES.

(a) Schedule 5.4 contains (except as noted therein) complete and correct lists of the Company's (i) Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) Affiliates, other than Subsidiaries, and (iii) directors and senior officers. Schedule 5.4 also identifies each Significant Subsidiary and each Subsidiary that is a borrower or a guarantor under the Bank Credit Facility.

(b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4).

(c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact and, in the case of each Subsidiary Guarantor, to execute and deliver and perform its obligations under its respective Subsidiary Guarantee.

(d) No Subsidiary (other than the Issuer) is a party to, or otherwise subject to any legal restriction or any agreement (other than this Agreement, the agreements listed in Schedule 5.4 and customary limitations imposed by corporate law or currency export limitation statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of

its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

5.5. FINANCIAL STATEMENTS.

The Company has delivered to you copies of the consolidated financial statements of the Company and its Subsidiaries listed in Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments).

5.6. COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC.

The execution, delivery and performance by the Issuer of this Agreement and the Notes, by the Company of this Agreement and by the Subsidiary Guarantors of their respective Subsidiary Guarantees will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Issuer, the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other material agreement or instrument to which the Issuer, the Company or any Subsidiary is bound or by which the Issuer, the Company or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Issuer, the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Issuer, the Company or any Subsidiary.

5.7. GOVERNMENTAL AUTHORIZATIONS, ETC.

No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required for the validity of the execution, delivery or performance by the Issuer of this Agreement or the Notes, by the Company of this Agreement or by the Subsidiary Guarantors of their respective Subsidiary Guarantees.

5.8. LITIGATION; OBSERVANCE OF AGREEMENTS, STATUTES AND ORDERS.

(a) Except as disclosed in Schedule 5.8, there are no actions, suits or proceedings pending or, to the knowledge of the

Issuer or the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(b) Neither the Company nor any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.9. TAXES.

(a) The Issuer, the Company and the Company's other Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all Taxes shown to be due and payable on such returns and all other taxes levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes (i) currently payable without penalty or interest, (ii) the amount of which is not individually or in the aggregate Material or (iii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Company knows of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the consolidated books of the Company and its Subsidiaries in respect of U.S. or Dutch federal, state or provincial or other taxes for all fiscal periods are adequate in all material respects. The U.S. federal income tax liabilities of the Issuer have not been and currently are not the subject of any U.S. federal tax audit.

(b) No liability for any tax (whether income, documentary, sales, stamp, registration, issue, capital, property, excise or otherwise), duty, levy, impost, fee, charge or withholding (each a "TAX" and collectively "TAXES") directly or indirectly imposed, assessed, levied or collected by or for the account of any Governmental Authority in The Netherlands, or to the knowledge of the Issuer or the Company any other jurisdiction, will be incurred by the Issuer or the Company, any Subsidiary Guarantor or any holder of a Note as a result of the execution or delivery of this Agreement, the Notes or the Subsidiary Guarantees and, based on present law, no deduction or

withholding in respect of Taxes imposed by or for the account of any Governmental Authority in The Netherlands, or to the knowledge of the Issuer or the Company any other jurisdiction, is required to be made from any payment by the Issuer under this Agreement or the Notes, by the Company under this Agreement (including without limitation the Parent Guarantee) or by any Subsidiary Guarantor under its respective Subsidiary Guarantee, other than income taxes payable in respect of any such payment imposed by the United States, any state thereof or any political subdivision or taxing authority thereof or therein.

5.10. TITLE TO PROPERTY; LEASES.

The Company and its Subsidiaries have good and sufficient title to their respective real properties and good and sufficient title to their respective other properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet listed on Schedule 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

5.11. LICENSES, PERMITS, Y2K, ETC.

Except as disclosed in Schedule 5.11,

(a) the Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others;

(b) to the best knowledge of the Company, no product of the Company infringes in any material respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person; and

(c) to the best knowledge of the Company, there is no Material violation by any Person of any right of the Company or any of its Subsidiaries with respect to any patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by the Company or any of its Subsidiaries.

The Company and its Subsidiaries have (a) initiated a review and assessment of all areas within their respective businesses and operations
(including those affected by information received from suppliers and vendors)
that could

reasonably be expected to be adversely affected by the Year 2000 Problem, (b) developed a plan and timetable for addressing the Year 2000 Problem on a timely basis, and (c) to date, implemented that plan substantially in accordance with that timetable. The Company reasonably believes that all computer applications (including those affected by information received from its suppliers and vendors) that are material to the businesses and operations of the Company and its Subsidiaries will on a timely basis be Year 2000 Compliant, except to the extent that a failure to be so could not reasonably be expected to have a Material Adverse Effect. The Company does not believe that the costs to be incurred after the date of this Agreement for the purpose of ensuring that the Company and its Subsidiaries will be Year 2000 Compliant will be Material. As used in this Agreement, the term "YEAR 2000 COMPLIANT" means all computer applications (including those affected by information received from suppliers and vendors) that are material to the businesses and operations of the Company and its Subsidiaries will on a timely basis be able to perform properly date-sensitive functions involving all dates on and after January 1, 2000; and the term "YEAR 2000 PROBLEM" means the risk that computer applications used by the Company or any of its Subsidiaries (including those affected by information received from suppliers and vendors) may be unable to recognize and perform properly date-sensitive functions involving certain dates on and after January 1, 2000.

5.12. COMPLIANCE WITH ERISA.

(a) The Issuer and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Issuer nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Issuer or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Issuer or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code, other than such liabilities or Liens as would not be individually or in the aggregate Material.

(b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan's most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan's most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit

liabilities by more than $10,000,000. The term "benefit liabilities" has the meaning specified in section 4001 of ERISA and the terms "CURRENT VALUE" and "PRESENT VALUE" have the meaning specified in section 3 of ERISA.

(c) The Issuer and the ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.

(d) The expected postretirement benefit obligation (determined as of the last day of the Company's most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material.

(e) With respect to each employee benefit plan, if any, disclosed by you in writing to the Company in accordance with Section 6.2(c), neither the Issuer nor the Company nor any "affiliate" of the Issuer or the Company (as defined in Section V(c) of the QPAM Exemption) has at this time, nor has exercised at any time during the immediately preceding year, the authority to appoint or terminate the "QPAM" (as defined in Part V of the QPAM Exemption) disclosed by you to the Company pursuant to Section 6.2(c) as manager of any of the assets of any such plan or to negotiate the terms of any management agreement with such QPAM on behalf of any such plan, and neither the Issuer nor the Company is an "affiliate" (as so defined) of such QPAM. Neither the Issuer nor the Company is a party in interest with respect to any employee benefit plan disclosed by you in accordance with Section 6.2(b) or 6.2(e). The execution and delivery of this Agreement and the issuance and sale of the Notes at the Closing hereunder will not involve any prohibited transaction (as such term is defined in section 406(a) of ERISA and section 4975(c)(1)(A)-(D) of the Code), that could subject the Issuer or the Company or any holder of a Note to any tax or penalty on prohibited transactions imposed under said section 4975 of the Code or by section 502(i) of ERISA. The representation by the Issuer and the Company in the preceding sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of your representation in Section 6.2 as to the source of the funds used to pay the purchase price of the Notes to be purchased by you.

(f) All Foreign Plans have been established, operated, administered and maintained in compliance with all laws, regulations and orders applicable thereto except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. All premiums, contributions and any other amounts required by applicable Foreign Plan documents or applicable laws to be paid

or accrued by the Company and its Subsidiaries, to the extent Material, have been paid or accrued as required.

5.13. PRIVATE OFFERING.

Neither the Issuer nor the Company nor anyone acting on their behalf has offered the Notes, the Parent Guarantee, the Subsidiary Guarantees or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than you, the Other Purchasers and not more than 40 other Institutional Investors, each of which has been offered the Notes at a private sale for investment. Neither the Issuer nor the Company nor anyone acting on their behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or the issuance of the Parent Guarantee or the Subsidiary Guarantees to the registration requirements of Section 5 of the Securities Act.

5.14. USE OF PROCEEDS; MARGIN REGULATIONS.

The Issuer will apply the net proceeds of the sale of the Notes to repay existing Indebtedness and for general corporate purposes. No part of the proceeds from the sale of the Notes hereunder will be used, and no part of the proceeds of any such Indebtedness being repaid was used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 21), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Issuer or the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 10% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 25% of the value of such assets. As used in this Section, the terms "MARGIN STOCK" and "PURPOSE OF BUYING OR carrying" shall have the meanings assigned to them in said Regulation U.

5.15. EXISTING INDEBTEDNESS; FUTURE LIENS.

(a) Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 30, 1999, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default, and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary, and no event or condition exists with respect to any Indebtedness of the Company

or any Subsidiary that would permit (or that with the giving of notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b) Except as disclosed in Schedule 5.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.2.

5.16. FOREIGN ASSETS CONTROL REGULATIONS, ETC.

Neither the sale of the Notes by the Issuer hereunder nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

5.17. STATUS UNDER CERTAIN STATUTES.

Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 1935, as amended, the Interstate Commerce Act, as amended, or the Federal Power Act, as amended.

5.18. ENVIRONMENTAL MATTERS.

Neither the Company nor any Subsidiary has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against the Company or any of its Subsidiaries or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed to you in writing prior to your execution and delivery of this Agreement,

(a) no officer or senior manager of the Company or any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use or to their business operations, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect;

(b) neither the Company nor any of its Subsidiaries has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them and has not disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect; and

(c) all buildings on all real properties now owned, leased or operated by the Company or any of its Subsidiaries are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.

6. REPRESENTATIONS OF THE PURCHASER.

6.1. PURCHASE OF NOTES.

You represent that you are purchasing the Notes for your own account or for one or more separate accounts maintained by you or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of your or their property shall at all times be within your or their control. You understand that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Issuer is not required to register the Notes.

6.2. SOURCE OF FUNDS.

You represent that at least one of the following statements is an accurate representation as to each source of funds (a "SOURCE") to be used by you to pay the purchase price of the Notes to be purchased by you hereunder:

(a) the Source is an "insurance company general account", as such term is defined in Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995), and there is no plan with respect to which the aggregate amount of such general account's reserves and liabilities for the contracts held by or on behalf of such plan and all other plans maintained by the same employer (and affiliates thereof as defined in section V(a)(1) of PTE 95-60) or by the same employee organization (in each case determined in accordance with PTE 95-60) exceeds or will exceed 10% of the total of all reserves and liabilities of such general account (determined in accordance with PTE 95-60, exclusive of separate account liabilities, plus any applicable surplus) as of the date of the Closing; or

(b) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Issuer in writing pursuant to this paragraph (b), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(c) the Source constitutes assets of an "investment fund" (within the meaning of Part V of the QPAM Exemption) managed by a "qualified professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of "control" in section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Issuer in writing pursuant to this paragraph (c); or

(d) the Source is a governmental plan; or

(e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Issuer in writing pursuant to this paragraph (e); or

(f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms "EMPLOYEE BENEFIT PLAN", "GOVERNMENTAL PLAN" and "SEPARATE ACCOUNT" shall have the respective meanings assigned to such terms in section 3 of ERISA.

7. INFORMATION AS TO COMPANY.

7.1. FINANCIAL AND BUSINESS INFORMATION.

The Company shall deliver to each holder of Notes that is an Institutional Investor:

(a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and

(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of the Company as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments;

(b) Annual Statements -- within 120 days after the end of each fiscal year of the Company, duplicate copies of,

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, and

(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances;

(c) SEC and Other Reports -- promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the

Issuer or the Company generally to their respective shareholders or creditors (other than the Company or another Subsidiary), and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission and of each press release and other statement made available generally by the Company or the Issuer to the public concerning developments that are Material;

(d) Notice of Default or Event of Default -- promptly, and in any event within five days after a Responsible Officer of the Issuer or the Company becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Issuer and the Company are taking or propose to take with respect thereto;

(e) ERISA Matters -- promptly, and in any event within five days after a Responsible Officer of the Issuer or the Company becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Issuer or one or more of its ERISA Affiliates propose to take with respect thereto:

(i) with respect to any Plan, any reportable event, as defined in section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or

(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Issuer or any of its ERISA Affiliates of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or

(iii) any event, transaction or condition that could result in the incurrence of any liability by the Issuer or any of its ERISA Affiliates pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Issuer or any of its ERISA Affiliates pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such

liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

(f) Notices from Governmental Authority -- promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any federal, state or provincial Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; and

(g) Requested Information -- with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder, the ability of the Issuer to perform its obligations hereunder and under the Notes or the ability of a Subsidiary Guarantor to perform its obligations under its respective Subsidiary Guarantee, in each case as from time to time may be reasonably requested by any such holder of Notes.

7.2. OFFICER'S CERTIFICATE.

Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer of the Company setting forth:

(a) Covenant Compliance -- the information (including detailed calculations) required in order to establish whether the Issuer and the Company were in compliance with the requirements of Sections 10.1 through 10.4, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, the calculation of the amount, ratio or percentage then in existence, and detailed calculations with respect to any Step-up Period occurring during such quarterly or annual period); and

(b) Default -- a statement that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition

or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Issuer and the Company shall have taken or propose to take with respect thereto.

7.3. INSPECTION.

The Company shall permit the representatives of each holder of Notes that is an Institutional Investor:

(a) No Default -- if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, to visit the principal executive offices of the Company and the Issuer, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the officers of the Company and the Issuer, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times during normal business hours and as often as may be reasonably requested in writing; and

(b) Default -- if a Default or Event of Default then exists, at the expense of the Issuer, to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, employees and the Company's independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested.

8. PREPAYMENT OF THE NOTES.

In addition to the payment of the entire unpaid principal amount of the Notes of each series at the final maturity thereof, the Issuer will make required, and may make optional, prepayments in respect of the Notes as hereinafter provided.

8.1. REQUIRED PREPAYMENTS.

(a) On July 22, 2005 and on each July 22 thereafter to and including July 22, 2008, the Issuer will prepay $7,000,000 aggregate principal amount (or such lesser principal amount as shall then be outstanding) of the Series A Notes, such prepayment

to be made at the principal amount to be prepaid, together with accrued interest thereon to the date of such prepayment, without any Make-Whole Amount or other premium, and allocated as provided in Section 8.4 and subject to paragraph (c) below.

(b) On July 22, 2007 and on each July 22 thereafter to and including July 22, 2010, the Issuer will prepay $8,000,000 aggregate principal amount (or such lesser principal amount as shall then be outstanding) of the Series B Notes, such prepayment to be made at the principal amount to be prepaid, together with accrued interest thereon to the date of such prepayment, without any Make-Whole Amount or other premium, and allocated as provided in Section 8.4 and subject to paragraph (c) below.

(c) Upon any partial prepayment of the Notes of either series pursuant to Section 8.2 or purchase of Notes of either series permitted by Section 8.6, the principal amount of each required prepayment of the Notes of such series becoming due under this Section 8.1 on and after the date of such prepayment or purchase shall be reduced in the same proportion as the aggregate unpaid principal amount of the Notes of such series is reduced as a result of such prepayment or purchase.

8.2. OPTIONAL PREPAYMENTS.

The Issuer may, at its option and upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes (in a minimum amount of $1,000,000 and otherwise in multiples of $100,000) at the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount, if any, for the Notes of each series determined for the prepayment date with respect to such principal amount. The Issuer will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify the date fixed for such prepayment (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of Notes (if any) held by such holder to be prepaid (determined in accordance with Section 8.4) and the interest to be paid on the prepayment date with respect to such principal amount being prepaid.

Each such notice of prepayment shall be accompanied by a certificate of a Senior Financial Officer of the Issuer as to the estimated Make-Whole Amount for the Notes of each series due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment of Notes, the Issuer shall deliver to each holder of the Notes a certificate of a Senior Financial Officer of the Issuer specifying the calculation of such Make-Whole Amount for the Notes of each series as of the specified prepayment date.

8.3. PREPAYMENT IN CONNECTION WITH A CHANGE OF CONTROL AND DEBT DOWNGRADE.

Promptly and in any event within ten Business Days after the occurrence of a Change of Control and a Change of Control Debt Downgrade, the Company will give written notice thereof (a "CHANGE OF CONTROL Notice") to the holders of all outstanding Notes, which Change of Control Notice shall (a) refer specifically to this Section 8.3, (b) describe the Change of Control and Change of Control Debt Downgrade in reasonable detail and specify the Change of Control Prepayment Date and the Response Date (as respectively defined below) in respect thereof and (c) offer to prepay all Notes at the price specified below on the date therein specified (the "CHANGE OF CONTROL PREPAYMENT DATE"), which shall be a Business Day not more than 90 days after the date of such Change of Control Notice. Each holder of a Note will notify the Company of such holder's acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company on or before the date for such notice specified in such Change of Control Notice (the "RESPONSE DATE"), which specified date shall be not less than 30 days nor more than 60 days after the date of such Change of Control Notice. The Company shall prepay on the Change of Control Prepayment Date all of the Notes held by the holders as to which such offer has been so accepted, at the principal amount of each such Note, together with interest accrued thereon to the Change of Control Prepayment Date, but without any Make-Whole Amount or any premium. If any holder shall reject such offer or fail to accept such offer on or before the Response Date, such holder shall be deemed to have waived its rights under this Section 8.3 to require prepayment of all Notes held by such holder in respect of such Change of Control but not in respect of any subsequent Change of Control.

For purposes of this Section 8.3: a "Change of Control Debt Downgrade" means that (i) the credit rating (the "RATING") by Fitch IBCA, Inc. (or another Approved Rating Agency referred to below in the event Fitch IBCA, Inc. is no longer providing a credit rating for the Notes) in effect for the Notes immediately prior to any disclosure relating to a Change of Control is lowered for reasons attributable to such Change of Control or (ii) there is no Rating in effect at the time of such Change of Control; and an "APPROVED RATING Agency" means Fitch IBCA, Inc., Duff & Phelps Credit Rating Co., Standard & Poor's Ratings Group, Moody's Investors Service, Inc., or any successor to any of the foregoing. Without limiting the notice requirements of this Section 8.3 with respect to a Change of Control, the Company will give prompt written notice to each holder of a Note of any change of the Rating as in effect from time to time or of the Approved Rating Agency then providing such rating.

8.4. ALLOCATION OF PARTIAL PREPAYMENTS.

In the case of each partial prepayment of all Notes pursuant to
Section 8.2 or the Notes of either series pursuant to Section 8.1, the principal amount of the Notes to be prepaid shall be allocated among all Notes or the Notes of such series, as the case may be, at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof.

8.5. MATURITY; SURRENDER, ETC.

In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Issuer shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Issuer and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

8.6. PURCHASE OF NOTES.

Neither the Issuer nor the Company will, nor will either of them permit any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to an offer made by the Issuer, the Company or any such Affiliate to all holders of the Notes to purchase Notes on the same terms and conditions (except for differences to reflect the terms of the Notes of each series), pro rata among all Notes tendered, which offer shall remain outstanding for a reasonable period of time (not to be less than 30 days).

Any Notes so repurchased shall immediately upon acquisition thereof be cancelled and no Notes shall be issued in substitution or exchange therefor.

Promptly and in any event within five Business Days after each such purchase of Notes, the Issuer will furnish each holder of the Notes with a certificate of a Senior Financial Officer of the Issuer describing such purchase (including the aggregate principal amount of Notes of each series so purchased and the purchase price therefor) and certifying that such purchase was made in compliance with the requirements of this Section.

8.7. MAKE-WHOLE AMOUNT.

The term "MAKE-WHOLE AMOUNT" means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

"CALLED PRINCIPAL" means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to
Section 12.1, as the context requires.

"DISCOUNTED VALUE" means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

"REINVESTMENT YIELD" means, with respect to the Called Principal of any Note, .0.50% over the yield to maturity implied by (i) the yields reported, as of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on (x) the Bloomberg Financial Markets News screen PX1 or the equivalent screen provided by Bloomberg Financial Markets News, or (y) if such on-line market data is not at the time provided by Bloomberg Financial Markets News, on the display designated as "Page 500" on the Telerate service (or such other display as may replace Page 500 on the Telerate service), in any case for actively traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to

bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the actively traded U.S. Treasury security with a maturity closest to and greater than the Remaining Average Life and (2) the actively traded U.S. Treasury security with a maturity closest to and less than the Remaining Average Life.

"REMAINING AVERAGE LIFE" means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

"REMAINING SCHEDULED PAYMENTS" means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or 12.1.

"SETTLEMENT DATE" means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

9. AFFIRMATIVE COVENANTS.

The Issuer and the Company jointly and severally covenant that so long as any of the Notes are outstanding:

9.1. COMPLIANCE WITH LAW.

The Company will and will cause each of its Subsidiaries to comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including without limitation Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary

to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

9.2. INSURANCE.

The Company will and will cause each of its Subsidiaries to maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.

9.3. MAINTENANCE OF PROPERTIES.

The Company will and will cause each of its Subsidiaries to maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

9.4. PAYMENT OF TAXES AND CLAIMS.

The Company will and will cause each of its Subsidiaries to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claim if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes

and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

9.5. CORPORATE EXISTENCE, ETC.

Subject to Section 10.5, each of the Issuer and the Company will at all times preserve and keep in full force and effect its corporate existence. Subject to Section 10.5, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Subsidiary) and all rights and franchises (as franchisee) of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.

9.6. ADDITIONAL SUBSIDIARY GUARANTEES; RELEASE OF SUBSIDIARY GUARANTEES.

Prior to or concurrently with any Subsidiary becoming an obligor or a guarantor under the Bank Credit Facility after the Closing, the Company will cause such Subsidiary to execute and deliver a Subsidiary Guarantee, and within ten Business Days thereafter the Company will furnish each holder of the Notes with a counterpart of such executed Subsidiary Guarantee. If any opinion of counsel relating to the authorization, execution, delivery or enforceability of the obligations of such Subsidiary under the Bank Credit Facility is then provided to the lenders under the Bank Credit Facility in connection with such Subsidiary becoming an obligor or guarantor as aforesaid, the Company will concurrently furnish each holder of the Notes with an opinion of counsel as to such matters as they relate to such executed Subsidiary Guarantee. Any Subsidiary Guarantor that is being released from its obligations (as obligor or guarantor) under the Bank Credit Facility shall, at the Company's request, be discharged from all of its obligations and liabilities under its Subsidiary Guarantee by the Required Holders entering into a release in form and substance reasonably satisfactory to the Required Holders, and you and each other holder of a Note, by acceptance of such Note, agree to enter into such a satisfactory release promptly upon request, except that this sentence shall not apply (a) if a Default or Event of Default shall have occurred and be continuing after giving effect to such release, (b) to a Subsidiary if any amount is then due and payable under its Subsidiary Guarantee, or (c) unless such Subsidiary is concurrently released from such obligations or guarantee under the Bank Credit Facility.

10. NEGATIVE COVENANTS.

The Issuer and the Company jointly and severally covenant that so long as any of the Notes are outstanding:

10.1. TOTAL INDEBTEDNESS; SUBSIDIARY INDEBTEDNESS.

(a) The Company will not and will not permit any Subsidiary to create, assume, incur, guarantee or otherwise become liable in respect of any Indebtedness if immediately after giving effect thereto and to the application of the proceeds of such Indebtedness the Total Indebtedness to EBITDA Ratio exceeds 3.00 to 1.

Notwithstanding the foregoing provisions of this Section 10.1(a), the Company or a Subsidiary may incur Indebtedness during a Step-up Period referred to below if immediately after giving effect thereto and to the application of the proceeds of such Indebtedness the Total Indebtedness to EBITDA Ratio exceeds 3.00 to 1.0 but does not exceed 3.50 to 1.0, provided that until the earlier of (i) the expiration of the Maximum Step-up Period referred to below and (ii) the earliest date after such incurrence on which such Ratio shall not exceed 3.00 to 1.0, the Company will not at any time permit such Ratio to exceed 3.50 to 1.0. If such Ratio exceeds 3.0 to 1.0 at the expiration of the Maximum Step-up Period, whether or not Indebtedness is then being incurred, the Company shall be in default in compliance with this Section 10.1(a). As used herein the term "STEP-UP PERIOD" means a period (expressed as a number of days) commencing on any date of incurrence of Indebtedness under circumstances described in the preceding sentence and ending on the earliest date thereafter when the Total Indebtedness to EBITDA Ratio does not exceed 3.0 to 1.0; and the term "MAXIMUM STEP-UP PERIOD" means one or more Step-up Periods aggregating 1095 days.

(b) The Company will not permit any Subsidiary to create, assume, incur, guarantee or otherwise become liable in respect of any Indebtedness except

(i) Indebtedness secured by Liens permitted by Section 10.2(a), (b) or (c),

(ii) the Notes and other Indebtedness of the Issuer,

(iii) Indebtedness of Subsidiary Guarantors (A) evidenced by the Subsidiary Guarantees and other guarantees by the Subsidiary Guarantors in respect of unsecured Indebtedness of the Company and (B) as obligors or guarantors under the Bank Credit Facility (subject to
Section 9.6),

(iv) in the case of any Person that after the date of the Closing becomes a Subsidiary or is consolidated with or merged with or into a Subsidiary or sells, leases or otherwise disposes of all or substantially all of its property to a Subsidiary, Indebtedness existing at the time such Person becomes a Subsidiary or is so consolidated or merged or effects such sale, lease or other disposition of property (and not created in anticipation thereof),

(v) Indebtedness owing to the Company or a Wholly-Owned Subsidiary, and

(vi) other Indebtedness, provided that immediately after giving effect to such other Indebtedness the sum (without duplication) of (A) the aggregate unpaid principal amount of Indebtedness (including Capitalized Lease Obligations) of the Company secured by Liens permitted by Section 10.2(e) plus (B) the aggregate unpaid principal amount of Indebtedness of all Subsidiaries (other than Indebtedness permitted by clauses (i) through (v) above) plus (C) the aggregate Attributable Debt in connection with all sale and leaseback transactions of the Company and its Subsidiaries entered into after the date of the Closing in accordance with the provisions of Section 10.3(a), does not exceed 15% of Consolidated Tangible Assets.

For purposes of this Section 10.1(b), a Subsidiary shall be deemed to have incurred Indebtedness in respect of any obligation previously owed to the Company or to a Wholly-Owned Subsidiary on the date the obligee ceases for any reason to be the Company or a Wholly-Owned Subsidiary, and a Person that hereafter becomes a Subsidiary shall be deemed at that time to have incurred all of its outstanding Indebtedness.

10.2. LIENS.

The Company will not and will not permit any Subsidiary to create, assume, incur or suffer to exist any Lien upon or with respect to any property or assets, whether now owned or hereafter acquired, securing any Indebtedness without making effective provision (pursuant to documentation in form and substance reasonably satisfactory to the Required Holders) whereby the Notes shall be secured by such Lien equally and ratably with or prior to any and all Indebtedness and other obligations to be secured thereby, provided that nothing in this Section 10.2 shall prohibit:

(a) Liens in respect of property of the Company or a Subsidiary existing on the date of the Closing and described in Schedule 5.15, and extensions, renewals and replacements (including successive extensions, renewals and replacements) of any such Liens, provided that in any such case the principal amount of Indebtedness (or the maximum commitment

therefor) secured by any such Lien is not increased above the unpaid principal amount (or maximum commitment) on the date of such extension, renewal or replacement and such Lien does not extend to or cover any property other than the property covered by such Lien on the date of the Closing;

(b) Liens in respect of property (including without limitation shares of capital stock) acquired or constructed by the Company or a Subsidiary after the date of the Closing, which are created at the time of or within 360 days after acquisition or completion of construction of such property to secure Indebtedness assumed or incurred to finance all or any part of the purchase price or cost of construction of such property, provided that in any such case

(i) no such Lien shall extend to or cover any other property of the Company or such Subsidiary, as the case may be, and

(ii) the aggregate principal amount of Indebtedness secured by all such Liens in respect of any such property shall not exceed the cost of such property and any improvements then being financed;

(c) Liens in respect of property (including without limitation shares of capital stock) acquired by the Company or a Subsidiary after the date of the Closing, existing on such property at the time of acquisition thereof (and not created in anticipation thereof), or in the case of any Person that after the date of the Closing becomes a Subsidiary or is consolidated with or merged with or into the Company or a Subsidiary or sells, leases or otherwise disposes of all or substantially all of its property to the Company or a Subsidiary, Liens existing at the time such Person becomes a Subsidiary or is so consolidated or merged or effects such sale, lease or other disposition of property (and not created in anticipation thereof), provided that in any such case no such Lien shall extend to or cover any other property of the Company or such Subsidiary, as the case may be;

(d) Liens securing Indebtedness owed by a Subsidiary to the Company or to a Wholly-Owned Subsidiary; and

(e) Liens which would otherwise not be permitted by Section 10.2(a), (b), (c) or (d), securing additional Indebtedness of the Company or a Subsidiary, provided that after giving effect thereto the sum (without duplication) of (i) the aggregate unpaid principal amount of Indebtedness (including Capitalized Lease Obligations) of the Company secured by such Liens permitted by this Section 10.2(e) plus
(ii) the aggregate unpaid principal amount of Indebtedness of Subsidiaries (other than Indebtedness permitted by

clauses (i) through (v) of Section 10.1(b)) plus (iii) the aggregate Attributable Debt in connection with all sale and leaseback transactions of the Company and its Subsidiaries entered into after the date of the Closing in accordance with the provisions of Section 10.3(a), does not exceed 15% of Consolidated Tangible Assets.

For purposes of this Section 10.2 any Lien existing in respect of property at the time such property is acquired or in respect of property of a Person at the time such Person is acquired, consolidated or merged with or into the Company or a Subsidiary shall be deemed to have been created at that time.

10.3. LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.

The Company will not, and will not permit any Subsidiary to sell, lease, transfer or otherwise dispose of (collectively, a "TRANSFER") any asset on terms whereby the asset or a substantially similar asset is or may be leased or reacquired by the Company or any Subsidiary over a period in excess of three years, unless either

(a) after giving effect to such transaction and the incurrence of Attributable Debt in respect thereof, the sum (without duplication) of (i) the aggregate unpaid principal amount of Indebtedness (including Capitalized Lease Obligations) of the Company secured by such Liens permitted by Section 10.2(e) plus (ii) the aggregate unpaid principal amount of Indebtedness of Subsidiaries (other than the Notes Indebtedness permitted by clauses (i) through (v) of Section 10.1(b)) plus (iii) the aggregate Attributable Debt in connection with all sale and leaseback transactions of the Company and its Subsidiaries entered into after the date of the Closing in accordance with the provisions of this Section 10.3(a), does not exceed 15% of Consolidated Tangible Assets, or

(b) the net proceeds realized from the transfer are applied within 180 days after the receipt thereof to the reinvestment in similar categories of property or assets for use in the business of the Company and its Subsidiaries or to the repayment of unsubordinated Indebtedness.

10.4. MAINTENANCE OF NET WORTH.

The Company will not at any time permit Consolidated Net Worth to be less than the sum of (a) $145,000,000 plus (b) 50% of Consolidated Net Income for the nine-month period ending on December 31, 1999 (if such Consolidated Net Income is positive) plus (c) 50% of Consolidated Net Income for each fiscal year thereafter for which Consolidated Net Income is positive.

10.5. MERGER, CONSOLIDATION, AMALGAMATION, ETC.

The Company will not and will not permit any Subsidiary to consolidate, amalgamate or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person except:

(a) a Subsidiary (other than the Issuer) may consolidate, amalgamate or merge with any other corporation or convey or transfer all or substantially all of its assets to

(i) the Company, provided that the Company shall be the continuing, surviving or acquiring Person (the "SURVIVING PERSON"), or a then existing Wholly-Owned Subsidiary, or

(ii) any other Person, provided that if such Subsidiary is a Subsidiary Guarantor and it is not the surviving Person, the surviving Person shall have (A) executed and delivered to each holder of a Note its assumption of the due and punctual performance and observance of all obligations of such Subsidiary under its Subsidiary Guarantee and (B) caused to be delivered to each holder of a Note an opinion of counsel reasonably satisfactory to the Required Holders to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms of this Agreement and such Subsidiary Guarantee;

(b) the Issuer may consolidate, amalgamate or merge with any other corporation or convey or transfer all or substantially all of its assets to a corporation organized and existing under the laws of the United States or any State thereof (including the District of Columbia), The Netherlands or any other Permitted Jurisdiction, provided that

(i) the continuing, surviving or acquiring corporation (if not the Issuer) shall have (A) executed and delivered to each holder of a Note its assumption of the due and punctual performance and observance of all obligations of the Issuer under this Agreement, the Other Agreements and the Notes and (B) caused to be delivered to each holder of a Note an opinion of counsel reasonably satisfactory to the Required Holders to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms of this Agreement, and

(ii) immediately after giving effect to such transaction, (A) no Default or Event of Default shall have occurred and be continuing and (B) if the continuing, surviving or acquiring corporation is not a then existing Wholly-Owned Subsidiary, the Company would be permitted to incur at least $1 of additional Indebtedness under Section 10.1(a); and

(c) the Company may consolidate, amalgamate or merge with any other corporation or convey or transfer all or substantially all of its assets to a Person organized and existing under the laws of the United States or any State thereof (including the District of Columbia), The Netherlands or any other Permitted Jurisdiction, provided that

(i) the surviving Person (if not the Company) shall have (A) executed and delivered to each holder of a Note its assumption of the due and punctual performance and observance of all obligations of the Company under this Agreement and the Other Agreements and (B) caused to be delivered to each holder of a Note an opinion of counsel reasonably satisfactory to the Required Holders to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms of this Agreement, and

(ii) immediately after giving effect to such transaction, (A) no Default or Event of Default shall have occurred and be continuing, (B) if the surviving Person is not a then existing Wholly-Owned Subsidiary of the Company, the surviving Person (as the Company) would be permitted to incur at least $1 of additional Indebtedness under Section 10.1(a) and (C) the Company shall have complied with its obligations under Section 8.3.

No such conveyance, transfer or lease of substantially all of the assets of the Issuer or the Company shall have the effect of releasing the Issuer or the Company or any successor corporation that shall theretofore have become such in the manner prescribed in this Section 10.5 from its liability under this Agreement or (in the case of the Issuer) the Notes.

10.6. LINES OF BUSINESS.

The Company and its Subsidiaries taken as a whole will continue to engage in the businesses in which they are engaged as described in the Memorandum and businesses reasonably related thereto or in furtherance thereof, provided the Company and its Subsidiaries may from time to time be engaged in other businesses

that are insignificant in relation to the businesses then engaged in by the Company and its Subsidiaries taken as a whole.

10.7. TRANSACTIONS WITH AFFILIATES.

The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Company's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm's-length transaction with a Person not an Affiliate.

11. EVENTS OF DEFAULT.

An "EVENT OF DEFAULT" shall exist if any of the following conditions or events shall occur and be continuing:

(a) default in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b) default in the payment of any interest on any Note, or any amount due in respect thereof pursuant to Section 13, and such default shall have continued for more than five Business Days; or

(c) default in the performance of or compliance with any term contained in Section 7.1(d) or 8.3 or Sections 10.1 to 10.5, inclusive, and, in the case of any such default under Section 10.4, such default shall have continued for a period of 30 days after a Responsible Officer of the Company obtains knowledge thereof (if and so long as the Company is proceeding diligently and in good faith, by issuing equity securities or otherwise, to remedy such default during such 30-day period); or

(d) default in the performance of or compliance with any term contained herein (other than those referred to in paragraphs (a), (b) and (c) of this Section 11) and such default is not remedied within 30 days after a Responsible Officer obtaining knowledge of such default; or

(e) any representation or warranty made in writing by or on behalf of the Issuer, the Company or a Subsidiary Guarantor or by any officer of the Issuer, the Company or a Subsidiary Guarantor in this Agreement or a Subsidiary Guarantee or in any writing furnished in connection with the

transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made; or

(f) (i) the Company or any Subsidiary Guarantor or other Significant Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Indebtedness (other than the Notes) that is outstanding in an aggregate principal amount of at least $10,000,000 beyond any period of grace provided with respect thereto, or (ii) the Company or any Subsidiary Guarantor or other Significant Subsidiary is in default in the performance of or compliance with any term of any evidence of any such Indebtedness or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared, due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of such Indebtedness to convert such Indebtedness into equity interests), the Company or any Subsidiary Guarantor or other Significant Subsidiary has become obligated to purchase or repay any such Indebtedness before its regular maturity or before its regularly scheduled dates of payment; or

(g) the Company, the Issuer or any Subsidiary Guarantor or other Significant Subsidiary (i) admits in writing its inability to pay its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction,
(iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or

(h) a court or governmental authority of competent jurisdiction enters an order appointing, without consent by the Company, the Issuer or any Subsidiary Guarantor or other Significant Subsidiary, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the

dissolution, winding-up or liquidation of the Company, the Issuer or any such Subsidiary Guarantor or other Significant Subsidiary, or any such petition shall be filed against the Company, the Issuer or any such Subsidiary Guarantor or other Significant Subsidiary and such petition shall not be dismissed within 60 days; or

(i) a final judgment or judgments for the payment of money aggregating in excess of $10,000,000 are rendered against one or more of the Company and its Significant Subsidiaries which judgments are not, within 60 days after entry thereof, bonded, paid, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or

(j) the Parent Guarantee or, except for releases provided for in Section 9.6, any Subsidiary Guarantee shall cease to be in full force and effect as an enforceable instrument or the Company or any Subsidiary (or any Person at its authorized direction or on its behalf) shall assert in writing that the Parent Guarantee or the Subsidiary Guarantee of such Subsidiary, as the case may be, is unenforceable in any material respect; or

(k) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate "amount of unfunded benefit liabilities" (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed $10,000,000, (iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans,
(v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect.

As used in Section 11(k), the terms "EMPLOYEE BENEFIT PLAN" and "EMPLOYEE WELFARE BENEFIT PLAN" shall have the respective meanings assigned to such terms in section 3 of ERISA.

12. REMEDIES ON DEFAULT, ETC.

12.1. ACCELERATION.

(a) If an Event of Default with respect to the Company or the Issuer described in paragraph (g) or (h) of Section 11 has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

(b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time at its or their option, by notice or notices to the Issuer, declare all the Notes at the time outstanding to be immediately due and payable.

(c) If any Event of Default described in paragraph (a) or (b) of
Section 11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Issuer, declare all the Notes held by it or them to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Issuer and the Company acknowledge, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Issuer (except as herein specifically provided) and that the provision for payment of a Make-Whole Amount by the Issuer in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

12.2. OTHER REMEDIES.

If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the

terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

12.3. RESCISSION.

At any time after any Notes have been declared due and payable pursuant to paragraph (b) or (c) of Section 12.1, the Required Holders, by written notice to the Issuer, may rescind and annul any such declaration and its consequences if (a) the Issuer has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) all Events of Default and Defaults, other than the non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 19, and (c) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

12.4. NO WAIVERS OR ELECTION OF REMEDIES, EXPENSES, ETC.

No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder's rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Issuer and the Company under
Section 17, the Issuer will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including without limitation reasonable attorneys' fees, expenses and disbursements.

13. TAX INDEMNIFICATION.

All payments whatsoever under this Agreement, the Notes and the Subsidiary Guarantees will be made by the Issuer, the Company or the respective Subsidiary Guarantors, as the case may be, in the lawful currency of the United States of America free and clear of, and without liability or withholding or deduction for or on account of, any present or future Taxes of whatever nature imposed or levied by or on behalf of any jurisdiction other than the United States (or any political subdivision or taxing authority of or in such jurisdiction) (hereinafter a

"TAXING JURISDICTION"), unless the withholding or deduction of such Tax is compelled by law.

If any deduction or withholding or payment for any Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid by the Issuer, the Company or any Subsidiary Guarantor under this Agreement, the Notes or a Subsidiary Guarantee, as the case may be, the Issuer, the Company or such Subsidiary Guarantor, as the case may be, will pay such additional amounts as may be necessary in order that the net amounts paid to each holder pursuant to the terms of this Agreement, the Notes or any Subsidiary Guarantee, as the case may be, after such deduction or withholding or payment (including any required deduction, withholding or other payment of Tax on or with respect to such additional amount), shall be not less than the amounts then due and payable under the terms of this Agreement, the Notes or the Subsidiary Guarantees, as the case may be, provided that no payment of any additional amounts shall be required to be made for or on account of:

(a) any Tax which would not have been imposed but for the existence at the time of any present or former connection between such holder (or between a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation or any Person other than the holder to whom the relevant Note or Subsidiary Guarantee, as the case may be, or any amount payable thereon is attributable for the purposes of such tax, assessment or charge) and the Taxing Jurisdiction, other than the mere holding of the relevant Note or Subsidiary Guarantee, as the case may be, including without limitation such holder (or such other Person described in the above parenthetical) being or having been a citizen or resident thereof, or being or having been engaged in a trade or business therein or having an establishment therein;

(b) any Tax that is imposed or withheld by reason of the failure to comply (after a reasonable period of not less than 60 days nor more than 120 days to respond) by the holder or any other Person mentioned in clause (a) above with a request of the Company addressed to the holder to provide information (other than any confidential or proprietary tax return or other information) concerning the nationality, residence or identity of the holder or such other Person, and to make such declaration or other similar claim or reporting requirement regarding such information (other than any such declaration claim or reporting requirement that would involve the disclosure of confidential or proprietary tax return or other information), which is required by a statute, treaty or regulation of the Taxing Jurisdiction as a precondition to

exemption from all or part of such tax, assessment or other governmental charge; or

(c) any combination of clauses (a) and (b) above;

provided further that no such additional amounts shall be payable in respect of any Note held by (i) any holder who is a fiduciary or a partnership or a beneficial owner who is other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to such additional amounts had it been the holder of such Note or (ii) any holder who is not a resident of the United States or with respect to any payment all or any part of which represents income which is not subject to United States tax as income of a resident of the United States to the extent that, had the holder been a resident of the United States or had the payment been so subject to United States tax, the provisions of a statute, treaty or regulation of such Taxing Jurisdiction would have enabled an exemption to be claimed from the tax assessment or governmental charge in respect of which an additional amount would otherwise have been payable.

The Company will furnish the holders of Notes, within the period of payment permitted by applicable law, an official receipt, if any, issued by the relevant taxation or other authorities involved for all amounts deducted or withheld as aforesaid.

14. PARENT GUARANTEE.

14.1. GUARANTEE.

(a) Guaranteed Obligations. The Parent hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety,

(i) the punctual payment when due, whether at stated maturity, by prepayment, by acceleration or otherwise, of all obligations of the Issuer arising under this Agreement, the Other Agreements and the Notes, whether for principal, interest (including without limitation interest on any overdue principal, Make-Whole Amount and interest at the rate specified in the Notes and interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving either the Issuer or the Company), Make-Whole Amount, fees, expenses, indemnification or otherwise, and

(ii) the due and punctual performance and observance by the Issuer of all covenants, agreements and

conditions on its part to be performed and observed under this Agreement, the Other Agreements and the Notes.

The obligations guaranteed by this Parent Guarantee are sometimes called the
"GUARANTEED OBLIGATIONS".

Without limiting the generality of the foregoing, this Parent Guarantee guarantees, to the extent provided herein, the payment of all amounts which constitute part of the Guaranteed Obligations and would be owed by any other Person to any holder of a Note but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Person.

(b) Guarantee Absolute. This Parent Guarantee constitutes a present and continuing guarantee of payment and not of collection and the Parent guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement, the Other Agreements and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any holder of a Note with respect thereto. The obligations of the Parent under this Parent Guarantee are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Parent to enforce this Parent Guarantee, irrespective of whether any action is brought against the Issuer or any other Person liable for the Guaranteed Obligations or whether the Issuer or any other such Person is joined in any such action or actions. The liability of the Parent under this Parent Guarantee shall be primary, absolute, irrevocable, and unconditional irrespective of:

(i) any lack of validity or enforceability of any Guaranteed Obligation, this Agreement, the Other Agreements, the Notes or any agreement or instrument relating thereto;

(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from this Agreement, the Other Agreements, the Notes or this Parent Guarantee;

(iii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure by the Parent or other Person liable, or any other guarantee, for all or any of the Guaranteed Obligations;

(iv) any manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral or any other assets of the Issuer or any other Subsidiary;

(v) any change, restructuring or termination of the corporate structure or existence of the Issuer or any other Subsidiary; or

(vi) any other circumstance (including without limitation any statute of limitations) that might otherwise constitute a defense, offset or counterclaim available to, or a discharge of, the Issuer or the Parent.

This Parent Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any holder of a Note or any other Person upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been made.

(c) Waivers by the Parent. The Parent hereby irrevocably waives, to the extent permitted by applicable law:

(i) promptness, diligence, presentment, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Parent Guarantee;

(ii) any requirement that any holder of a Note or any other Person protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person or any collateral;

(iii) any defense, offset or counterclaim arising by reason of any claim or defense based upon any action by any holder of a Note;

(iv) any duty on the part of any holder of a Note to disclose to the Parent any matter, fact or thing relating to the business, operation or condition of any Person and its assets now known or hereafter known by such holder; and

(v) any rights by which it might be entitled to require suit on an accrued right of action in respect of any of the Guaranteed Obligations or require suit against the Issuer or the Parent or any other Person.

14.2. SUBROGATION AND CONTRIBUTION.

The Parent shall not assert, enforce, or otherwise exercise (a) any right of subrogation to any of the rights, remedies, powers, privileges or Liens of any holder of a Note or any other beneficiary against the Issuer or any other obligor on the Guaranteed Obligations or any collateral or other security, or (b) any right of recourse, reimbursement, contribution, indemnification, or similar right against the Issuer, and the Parent hereby waives any and all of the foregoing rights,

remedies, powers, privileges and the benefit of, and any right to participate in, any collateral or other security given to any holder of a Note or any other beneficiary to secure payment of the Guaranteed Obligations, until such time as the Guaranteed Obligations have been indefeasibly paid in full.

15. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

15.1. REGISTRATION OF NOTES.

The Issuer shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Issuer shall not be affected by any notice or knowledge to the contrary. The Issuer shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

15.2. TRANSFER AND EXCHANGE OF NOTES.

Upon surrender of any Note at the principal executive office of the Issuer for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder's attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within five Business Days thereafter the Issuer shall execute and deliver, at the Issuer's expense (except as provided below), one or more new Notes of the same series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Issuer may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $500,000.

You agree that the Issuer shall not be required to register the transfer of any Note to any Person (other than your

nominee) or to any separate account maintained by you unless the Issuer receives from the transferee a representation to the Issuer (and appropriate information as to any separate accounts or other matters) to the same or similar effect with respect to the transferee as is contained in Section 6.2 or other assurances reasonably satisfactory to the Issuer that such transfer does not involve a prohibited transaction (as such term is used in Section 5.12(e)). You shall not be liable for any damages in connection with any such representations or assurances provided to the Issuer by any transferee.

15.3. REPLACEMENT OF NOTES.

Upon receipt by the Issuer of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or any other Institutional Investor, such Person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b) in the case of mutilation, upon surrender and cancellation thereof,

within five Business Days thereafter the Issuer at its own expense shall execute and deliver, in lieu thereof, a new Note of the same series, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

16. PAYMENTS ON NOTES.

16.1. PLACE OF PAYMENT.

Subject to Section 16.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made at the principal office of Citibank, N.A. in New York City. The Issuer may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Issuer in the United States or the principal office of a bank or trust company in the United States.

16.2. HOME OFFICE PAYMENT.

So long as you or your nominee shall be the holder of any Note, and notwithstanding anything contained in Section 16.1 or in such Note to the contrary, the Issuer will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the address specified for such purpose below your name in Schedule A, or by such other method or at such other address as you shall have from time to time specified to the Issuer in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Issuer made concurrently with or reasonably promptly after payment or prepayment in full of any Note, you shall surrender such Note for cancellation, reasonably promptly after any such request, to the Issuer at the principal executive office of the Company or at the place of payment most recently designated by the Issuer pursuant to Section 16.1. Prior to any sale or other disposition of any Note held by you or your nominee you will, at your election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Issuer in exchange for a new Note or Notes pursuant to Section 15.2. The Issuer will afford the benefits of this Section 16.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by you under this Agreement and that has made the same agreement relating to such Note as you have made in this Section 16.2.

17. EXPENSES, ETC.

17.1. TRANSACTION EXPENSES.

Whether or not the transactions contemplated hereby are consummated, the Issuer and the Company jointly and severally agree to pay all costs and expenses (including reasonable attorneys' fees of your special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or any Subsidiary Guarantee or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or any Subsidiary Guarantee, or by reason of being a holder of any Note, and (b) the reasonable costs and expenses, including financial advisors' fees, incurred in connection with the insolvency or bankruptcy of the Company, the Issuer or any Subsidiary Guarantor or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes. The Issuer

and the Company will pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those retained by you).

In furtherance of the foregoing, on the date of the Closing the Issuer will pay or cause to be paid the reasonable fees and disbursements and other charges (including estimated unposted disbursements and other charges as of the date of the Closing) of your special counsel which are reflected in the statement of such special counsel submitted to the Issuer at least one Business Day prior to the date of the Closing. The Issuer will also pay, promptly upon receipt of supplemental statements therefor, reasonable additional fees, if any, and disbursements and other charges of such special counsel in connection with the transactions hereby contemplated (including disbursements and other charges unposted as of the date of the Closing to the extent such disbursements and other charges exceed estimated amounts paid as aforesaid).

17.2. SURVIVAL.

The obligations of the Issuer and the Company under this Section 17 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, and the termination of this Agreement.

18. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Issuer or the Company pursuant to this Agreement shall be deemed representations and warranties of the Issuer and the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between you and the Issuer and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

19. AMENDMENT AND WAIVER.

19.1. REQUIREMENTS.

This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the

written consent of the Issuer and the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 23, or any defined term (as it is used therein), will be effective as to you unless consented to by you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or change the rate or the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes,
(ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 13, 14, 19 or 22.

19.2. SOLICITATION OF HOLDERS OF NOTES.

(a) Solicitation. The Issuer and the Company will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Issuer and the Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 19 to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b) Payment. Neither the Issuer nor the Obligor will directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each holder of Notes then outstanding even if such holder did not consent to such waiver or amendment.

19.3. BINDING EFFECT, ETC.

Any amendment or waiver consented to as provided in this Section 19 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Issuer and the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No

course of dealing between the Issuer or the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the term "THIS AGREEMENT" and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

19.4. NOTES HELD BY THE ISSUER, ETC.

Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Issuer, the Company or any of their respective Affiliates shall be deemed not to be outstanding.

20. NOTICES.

All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:

(i) if to you or your nominee, to you or it at the address specified for such communications in Schedule A, or at such other address as you or it shall have specified to the Issuer and the Company in writing,

(ii) if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Issuer and the Company in writing,

(iii) if to the Issuer, to the Issuer at 5295 Hollister Road, Houston, TX 77040, to the attention of its Secretary and the General Counsel, or at such other address as the Issuer shall have specified to the holder of each Note in writing, or

(iv) if to the Company, to the Company at Herengracht 424, 1017 BZ Amsterdam, The Netherlands, to the attention of its Managing Director, with a copy to General Counsel c/o 5295 Hollister Road, Houston, TX 77040 or at such other address as the Company shall have specified to the holder of each Note in writing.

Notices under this Section 20 will be deemed given only when actually received.

21. REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by you at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to you, may be reproduced by you by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and you may destroy any original document so reproduced. Each of the Issuer and the Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by you in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This
Section 21 shall not prohibit Issuer or the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

22. CONFIDENTIAL INFORMATION.

For the purposes of this Section 22, "CONFIDENTIAL INFORMATION" means information delivered to you by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by you as being confidential information of the Company or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to you prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by you or any person acting on your behalf, (c) otherwise becomes known to you other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to you under Section 7.1 that are otherwise publicly available. You will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by you in good faith to protect confidential information of third parties delivered to you, provided that you may deliver or disclose Confidential Information to (i) your directors, officers, trustees, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by your Notes and whose duties require them to maintain the confidentiality of such information),
(ii) your

financial advisors and other professional advisors whose duties require them to hold confidential the Confidential Information substantially in accordance with the terms of this Section 22, (iii) any other holder of any Note, (iv) any Institutional Investor to which you sell or offer to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 22), (v) any Person from which you offer to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 22),
(vi) any federal or state regulatory authority having jurisdiction over you,
(vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about your investment portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to you, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which you are a party or (z) if an Event of Default has occurred and is continuing, to the extent you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under your Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 22 as though it were a party to this Agreement. On reasonable request by the Issuer or the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Issuer and the Company embodying the provisions of this Section 22. Your obligations under this
Section 22 will survive the payment or transfer of any Note held by you and the termination of this Agreement.

23. SUBSTITUTION OF PURCHASER.

You shall have the right to substitute any one of your Affiliates as the purchaser of the Notes that you have agreed to purchase hereunder, by written notice to the Issuer and the Company, which notice shall be signed by both you and such Affiliate, shall contain such Affiliate's agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, wherever the word "you" is used in this Agreement (other than in this Section 23), such word shall be deemed to refer to such Affiliate in lieu of you. In the event that such Affiliate is so substituted as a purchaser hereunder and such Affiliate thereafter transfers to you all of the Notes then held by such

Affiliate, upon receipt by the Issuer and the Company of notice of such transfer, wherever the word "you" is used in this Agreement, such word shall no longer be deemed to refer to such Affiliate, but shall refer to you, and you shall have all the rights of an original holder of the Notes under this Agreement.

24. MISCELLANEOUS.

24.1. SUCCESSORS AND ASSIGNS.

All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including without limitation any subsequent holder of a Note) whether so expressed or not.

24.2. CONSTRUCTION.

Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

24.3. JURISDICTION AND PROCESS; WAIVER OF JURY TRIAL; JUDGMENT CURRENCY.

(a) Each of the Issuer and the Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, each of the Issuer and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b) Each of the Issuer and the Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 24.3(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America

or the State of New York (or any other courts to the jurisdiction of which it is or may be subject) by a suit upon such judgment.

(c) Each of the Issuer and the Company consents to process being served in any suit, action or proceeding of the nature referred to in Section 24.3(a) by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to it at its address specified in Section 20 or at such other address of which you shall then have been notified pursuant to said Section. Each of the Issuer and the Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(d) Nothing in this Section 24.3 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Issuer or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(E) EACH PARTY HERETO WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE OTHER AGREEMENTS, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

(f) Any payment on account of an amount that is payable hereunder (including without limitation under the Parent Guarantee) or under the Notes by either the Issuer or the Company in U.S. Dollars which is made to or for the account of any holder of Notes in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Issuer or the Company, shall constitute a discharge of the obligation of the Issuer or the Company under this Agreement (including without limitation the Parent Guarantee) or the Notes only to the extent of the amount of U.S. Dollars which such holder could purchase in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of U.S. Dollars that could be so purchased is less than the amount of U.S. Dollars originally due to such holder, the Issuer and the Company jointly and severally agree, to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the

fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in this Agreement (including without limitation the Parent Guarantee) and the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such holder from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder (including without limitation under the Parent Guarantee) or under the Notes or under any judgment or order. As used herein the term "LONDON BANKING DAY" shall mean any day other than Saturday or Sunday or a day on which commercial banks are required or authorized by law to be closed in London, England.

24.4. PAYMENTS DUE ON NON-BUSINESS DAYS.

Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in Sections 8.2 and 8.3 that notice of any optional prepayment specify a Business Day as the date fixed for such prepayment), any payment of principal of or Make-Whole Amount (if any) or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day.

24.5. SEVERABILITY.

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the fullest extent permitted by applicable law) not invalidate or render unenforceable such provision in any other jurisdiction.

24.6. ACCOUNTING TERMS; PRO FORMA CALCULATIONS.

All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, all computations made pursuant to this Agreement shall be made in accordance with GAAP and all balance sheets and other financial statements with respect thereto shall be prepared in accordance with GAAP. Except as otherwise specifically provided herein, any consolidated financial statement or financial computation shall be done in accordance with GAAP. In case GAAP changes from time to time after the date of the Closing, the covenant levels or other components of financial computations required to be made pursuant to this Agreement shall be appropriately adjusted by the Company in good faith in consultation with its independent public

accountants so that the effects of such changes in GAAP will be negated.

Forthwith and in any event within ten Business Days after any such adjustment, the Company will furnish each holder of the Notes with certificates or written statements of a Senior Financial Officer and such accountants specifying the effective date of such change in GAAP, describing in reasonable detail such adjustments to covenant levels or other components of financial computations and certifying that such adjustments were made in accordance with the requirements of the preceding paragraph of this Section.

Any pro forma computation required to be made hereby shall include adjustments (without limitation as to other appropriate pro forma adjustments in accordance with generally accepted financial practice) giving effect to all acquisitions and dispositions made during the period with respect to which such computation is being made as if such acquisitions and dispositions were made on the first day of such period.

24.7. COUNTERPARTS.

This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

24.8. GOVERNING LAW.

This Agreement and the Notes shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

If you are in agreement with the foregoing, please sign the form of agreement in the space below provided on a counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Issuer and the Company.

Very truly yours,

CORE LABORATORIES, INC.

CORE LABORATORIES N.V.

The foregoing is hereby agreed
to as of the date thereof.

[PURCHASER]

                                                           Principal Amount
Name and Address of Purchaser                                 and Series
-----------------------------                              ----------------
THE FRANKLIN LIFE INSURANCE COMPANY                      $10,000,000 (Series B)

(1)      All payments by wire transfer of
         immediately available funds, with
         sufficient information (including PPN
         21867@ AB 2, interest rate, maturity
         date, interest amount, principal
         amount and premium amount, if
         applicable) to identify the source and
         application of such funds, to:

         ABA#011000028
         State Street Bank and Trust Company
         Boston, MA 02101
         Re: The Franklin Life Insurance Company
         AC-2492-440-9
         OBI = PPN# 21867@ AB 2 and description of payment
         Fund Number PA37

(2)      All notices of payments and written
         confirmations of such
         wire transfers, to:

         The Franklin Life Insurance Company and PA37
         c/o State Street Bank and Trust Company
             Insurance Services, WES2S
         105 Rosemont Road
         Westwood, MA 02090
         Facsimile Number: (781) 302-8005

(3)      All communications (including
         payment notices), to:

         The Franklin Life Insurance Company
         c/o American General Corporation
         Attn: Investment Research Department, A37-01
         P.O. Box 3247
         Houston, TX 77253-3247

         Overnight Mail Address:

         2929 Allen Parkway
         Houston, TX 77019-2155
         Facsimile Number: (713) 831-1366

(4)      Tax I.D. Number: 37-0281650

                                                           Principal Amount
Name and Address of Purchaser                                 and Series
-----------------------------                              ----------------
THE VARIABLE ANNUITY LIFE INSURANCE                      $10,000,000 (Series B)
 COMPANY

(1)      All payments by wire transfer of
         immediately available funds, with
         sufficient information (including PPN
         21867@ AB 2, interest rate, maturity
         date, interest amount, principal
         amount and premium amount, if
         applicable) to identify the source and
         application of such funds, to:

         ABA#011000028
         State Street Bank and Trust Company
         Boston, MA 02101
         Re: The Variable Annuity Life Insurance
               Company
         AC-0125-82-9
         OBI = PPN# 21867@ AB 2 and
         description of payment
         Fund Number PA54

(2)      All notices of payments and written
         confirmations of such wire
         transfers, to:

         The Variable Annuity Life Insurance Company
            and PA54
         c/o State Street Bank and Trust Company
             Insurance Services, WES2S
         105 Rosemont Road
         Westwood, MA 02090
         Facsimile Number: (781) 302-8005

(3)      All communications (including
         payment notices), to:

         The Variable Annuity Life Insurance Company
         c/o American General Corporation
         Attn: Investment Research Department, A37-01
         P.O. Box 3247
         Houston, TX 77253-3247

         Overnight Mail Address:

         2929 Allen Parkway
         Houston, TX 77019-2155
         Facsimile Number: (713) 831-1366

(4)      Tax I.D. Number: 74-1625348

                                                           Principal Amount
Name and Address of Purchaser                                 and Series
-----------------------------                              ----------------
THE GUARDIAN LIFE INSURANCE COMPANY                      $20,000,000 (Series A)
   OF AMERICA
 (I/N/O CUDD & CO.)

(1)      All payments on account of the
         Notes shall be made by wire
         transfer of federal or other
         immediately available funds, to:

         The Chase Manhattan Bank
         FED ABA #021000021
         CHASE/NYC/CTR/BNF
         A/C 900-9-000200
         Reference A/C #G05978 Guardian Life

         with sufficient information
         (including interest rate and
         maturity) to identify the issue to
         which the payment relates and the
         source and application of such
         funds, including the amount of
         principal, interest and premium and
         the PPN: 21867@ AA 4 of the Notes

(2)      All notices with respect to payment:

         The Guardian Life Insurance Company
           of America
         Attn:  Investment Accounting Dept. 17-B
         7 Hanover Square
         New York, NY 10004-2616
         Fax: 212-598-7011

(3)      Address for all other communications and
         notices:

         The Guardian Life Insurance Company
           of America
         7 Hanover Square
         New York, NY 10004-2616
         Attn:  Raymond Henry
                Investment Department 20-A
         Fax: 212-919-2656/2658

(4)      Tax Identification No.: 13-6022143

                                                           Principal Amount
Name and Address of Purchaser                                 and Series
-----------------------------                              ----------------
PROVIDENT LIFE AND ACCIDENT INSURANCE                    $20,000,000 (Series B)
COMPANY
     (I/N/O CUDD & CO.)

(1)      All payments by wire transfer of
         immediately available funds to:

         CUDD & CO.
         c/o The Chase Manhattan Bank
         New York, NY
         ABA No. 021000 021
         SSG Private Income Processing
         A/C #900-9-000200
         Custodial Account N. G06704

         Please reference: Issuer
                           PPN - 21867@ AB 2
                           Coupon
                           Maturity
                           Principal = $
                           Interest - $

(2)      Address all notices regarding
         payments and all other
         communications to:

         Provident Investment Management, LLC
         Private Placvements
         One Fountain Square
         Chattanooga, Tennessee
         Telephone: (423) 755-1365
         Fax:     (423) 755-3351

(4)      Tax Identification Number:  13-6022143 (CUDD & CO.)

                                                           Principal Amount
Name and Address of Purchaser                                 and Series
-----------------------------                              ----------------
CONNECTICUT GENERAL LIFE INSURANCE                       $15,000,000 (Series A)
COMPANY
(I/N/O CIG & CO.)

(1)      All payments on account of the Notes
         shall be made in the form of bank wire
         transfer or other immediately
         available funds to: FED ABA
         #021000021 Chase NYC/CTR/BNF=CIGNA
         Private Placements/AC=9009001802

         OBI=
         Senior Notes due 2009
         PPN: 21867@ AA 4, the amount of
         interest and/or principal, the
         amount of any prepayment, the
         payable date, the originator's
         contact name and telephone number

(2)      Address for all notices in respect to payments:

         CIG & CO.
         c/o CIGNA Investments, Inc.
         900 Cottage Grove Road
         Hartford, CT 06152-2309
         Attention:  Securities Processing (S-309)

         CIG & CO.
         c/o CIGNA Investments, Inc.
         900 Cottage Grove Road
         Hartford, CT 06152-2309
         Attention:  Private Securities Operations
                     Group (S-307)

         With a copy to:

         The Chase Manhattan Bank
         Private Placement Servicing
         P.O. Box 1508
         Bowling Green Station
         New York, NY  10081
         Attention:  CIGNA Private Placements
         Fax:  212-552-3107/1005

(3)      Address for all other communications:

         CIG & CO.
         c/o CIGNA Investments, Inc.
         900 Cottage Grove Road
         Hartford, CT 06152-2307
         Attention:  Private Securities Division (S-307)
                        James G. Schelling

(4)      Tax Identification Number:  13-3574027

SCHEDULE B

DEFINED TERMS

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

"AFFILIATE" means, at any time, (a) with respect to any Person (including without limitation the Company), any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and (b) with respect to the Company, any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interests of the Company or any Subsidiary or any corporation of which the Company and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity interests. As used in this definition, "CONTROL" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an "Affiliate" is a reference to an Affiliate of the Company.

"ATTRIBUTABLE DEBT" means, as to any particular lease relating to a sale and leaseback transaction, the total amount of rent (discounted semiannually from the respective due dates thereof at the interest rate implicit in such lease) required to be paid by the lessee under such lease during the remaining term thereof. The amount of rent required to be paid under any such lease for any such period shall be (a) the total amount of the rent payable by the lessee with respect to such period after excluding amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, utilities, operating and labor costs and similar charges plus (b) without duplication, any guaranteed residual value in respect of such lease to the extent such guarantee would be included in indebtedness in accordance with GAAP.

"BANK CREDIT FACILITY" means the Credit Agreement dated as of May 12, 1997 by and among the Company, certain banks and Bankers Trust Company, as Administrative Agent, and Bank of America National Association (as successor by merger to Nationsbank, N.A.), as Syndication Agent and Issuing Bank, as supplemented, amended, restated or refinanced from time to time.

"BUSINESS DAY" means (a) for the purposes of Section 8.7 only, any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (b) for the purposes of any other

Schedule B

provision of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in New York City or The Netherlands are required or authorized to be closed.

"CAPITAL LEASE" means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.

"CAPITALIZED LEASE OBLIGATIONS" means with respect to any Person, all outstanding obligations of such Person in respect of Capital Leases, taken at the capitalized amount thereof accounted for as indebtedness in accordance with GAAP.

"CHANGE OF CONTROL" means such time as a "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of more than 35% of the Voting Stock of the Company.

"CLOSING" is defined in Section 3.

"CODE" means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

"COMPANY" means Core Laboratories N.V., a Netherlands limited liability company.

"CONFIDENTIAL INFORMATION" is defined in Section 22.

"CONSOLIDATED INDEBTEDNESS" means, at any date, all Indebtedness of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

"CONSOLIDATED INTEREST EXPENSE" for any period means the sum for the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, of all amounts which would be deducted in computing Consolidated Net Income on account of interest on Indebtedness (including imputed interest in respect of Capitalized Lease Obligations and amortization of debt discount and expense).

"CONSOLIDATED NET INCOME" for any period means the net income of the Company and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, excluding

(a) the proceeds of any life insurance policy,

(b) any gains arising from (i) the sale or other disposition of any assets (other than current assets) to the

Schedule B

extent that the aggregate amount of the gains during such period exceeds the aggregate amount of the losses during such period from the sale, abandonment or other disposition of assets (other than current assets), (ii) any write-up of assets or (iii) the acquisition of outstanding securities of the Company or any Subsidiary,

(c) any amount representing any interest in the undistributed earnings of any other Person (other than a Subsidiary),

(d) any earnings, prior to the date of acquisition, of any Person acquired in any manner (except in connection with a pooling transaction), and any earnings of any Subsidiary prior to its becoming a Subsidiary,

(e) any earnings of a successor to or transferee of the assets of the Company prior to its becoming such successor or transferee,

(f) any deferred credit (or amortization of a deferred credit) arising from the acquisition of any Person, and

(g) any extraordinary gains not covered by clause (b) above.

"CONSOLIDATED NET WORTH" means, at any date, on a consolidated basis for the Company and its Subsidiaries, (a) the sum of (i) capital stock taken at par or stated value plus (ii) capital in excess of par or stated value relating to capital stock plus (iii) retained earnings (or minus any retained earning deficit) minus (b) the sum of treasury stock, capital stock subscribed for and unissued and other contra-equity accounts, all determined in accordance with GAAP.

"CONSOLIDATED TANGIBLE ASSETS" means, at any date, Consolidated Total Assets minus all intangible assets of the Company and its Subsidiaries as of such date determined on a consolidated basis in accordance with GAAP.

"CONSOLIDATED TOTAL ASSETS" means, at any date, the total assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

"DEFAULT" means an event or condition the occurrence or existence of which would, with the giving of notice or the lapse of time, or both, become an Event of Default.

"DEFAULT RATE" means that rate of interest for the Notes of each series that is the greater of (i) 2% per annum above the stated interest rate for the Notes of such series and (ii) 2% above the rate of interest publicly announced by

Schedule B

Citibank, N.A. from time to time at its principal office in New York City as its prime rate.

"DOLLARS" or "$" means lawful money of the United States.

"EBITDA" for any period means Consolidated Net Income plus all amounts deducted in the computation thereof on account of (a) Consolidated Interest Expense, (b) depreciation and amortization expenses and other non-cash charges and (c) income and profits taxes.

"ENVIRONMENTAL LAWS" means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

"ERISA AFFILIATE" means any trade or business (whether or not incorporated) that is treated as a single employer together with the Issuer or the Company under section 414 of the Code.

"EVENT OF DEFAULT" is defined in Section 11.

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

"FOREIGN PLAN" means each plan that is, or within the preceding five years has been, maintained, sponsored or otherwise contributed to by the Company or any Subsidiary and that provides, or within the preceding five years has provided, retirement or welfare benefits and is, or within the preceding five years has been, maintained outside the United States primarily for the benefit of individuals substantially all of whom are or were "nonresident aliens", as defined in Section 7701(b) of the Code.

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

Schedule B

"GOVERNMENTAL AUTHORITY" means

(a) the government of

(i) the United States of America or any State thereof or The Netherlands or any province thereof or any other political subdivision of any thereof, or

(ii) any jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or

(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

"GUARANTY" means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any Indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including without limitation obligations incurred through an agreement, contingent or otherwise, by such Person:

(a) to purchase such Indebtedness or obligation or any property constituting security therefor;

(b) to advance or supply funds (i) for the purchase or payment of such Indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such Indebtedness or obligation;

(c) to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such Indebtedness or obligation of the ability of any other Person to make payment of the Indebtedness or obligation; or

(d) otherwise to assure the owner of such Indebtedness or obligation against loss in respect thereof.

In any computation of the Indebtedness or other liabilities of the obligor under any Guaranty, the Indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.

"HAZARDOUS MATERIAL" means any and all pollutants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety, the removal of which may be required or the generation, manufacture, refining, production,

Schedule B

processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage, or filtration of which is or shall be restricted, prohibited or penalized by any applicable law (including without limitation asbestos, urea formaldehyde foam insulation and polycholorinated biphenyls).

"HOLDER" means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Issuer pursuant to
Section 15.1.

"INDEBTEDNESS" with respect to any Person means, at any time, without duplication,

(a) its liabilities for borrowed money or its mandatory purchase, redemption or other retirement obligations in respect of mandatorily redeemable Preferred Stock,

(b) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property),

(c) its Capitalized Lease Obligations,

(d) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities),

(e) all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money), excluding any letter of credit given in the ordinary course of business in lieu of a performance bond or similar undertaking,

(f) Swaps of such Person, and

(g) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (f) above.

Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) through (g) above to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.

Schedule B

"INSTITUTIONAL INVESTOR" means (a) any original purchaser of a Note, (b) any holder of a Note holding (together with one or more of its Affiliates) more than 2% of the aggregate principal amount of the Notes then outstanding, and (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form.

"ISSUER" means Core Laboratories, Inc., a Delaware corporation.

"LIEN" means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements).

"MAKE-WHOLE AMOUNT" is defined in Section 8.7.

"MATERIAL" means material in relation to the business, operations, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole.

"MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the business, operations, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole, (b) the ability of the Issuer to perform its obligations under this Agreement and the Notes or the ability of the Company to perform its obligations under this Agreement or (c) the validity or enforceability of this Agreement, the Notes, the Parent Guarantee or any Subsidiary Guarantee.

"MEMORANDUM" is defined in Section 5.3.

"MULTIEMPLOYER PLAN" means any Plan that is a "multiemployer plan" (as such term is defined in section 4001(a)(3) of ERISA).

"NOTES" is defined in Section 1.1.

"OECD" means the "Organization for Economic Co-operation and Development", the economic organization currently comprising 29 nations formed by the signing of a convention in Paris on December 14, 1960.

"OFFICER'S CERTIFICATE" means a certificate of a Senior Financial Officer of the Issuer or the Company or of any other

Schedule B

officer of the Issuer or the Company whose responsibilities extend to the subject matter of such certificate.

"OTHER AGREEMENTS" is defined in Section 2.

"OTHER PURCHASERS" is defined in Section 2.

"PARENT" means Core Laboratories, N.V., a Netherlands limited liability company.

"PARENT GUARANTEE" is defined in Section 1.2.

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

"PERMITTED JURISDICTION" means (a) the United States of America,
(b) the Netherlands Antilles and (c) any country that on the date hereof is a member of the OECD (other than Greece, Poland, Korea or Turkey).

"PERSON" means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof.

"PLAN" means an "employee benefit plan" (as defined in section 3(3) of ERISA) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.

"PREFERRED STOCK", as applied to any Person, means shares or equity interests of such Person that shall be entitled to preference or priority over any other shares or equity interests of such Person in respect of either the payment of dividends or the distribution of assets upon liquidation, or both.

"PROPERTY" or "PROPERTIES" means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, inchoate or otherwise.

"PTE" is defined in Section 6.2.

"QPAM EXEMPTION" means Prohibited Transaction Class Exemption 84-14 issued on March 13, 1984 by the United States Department of Labor.

Schedule B

"REQUIRED HOLDERS" means, at any time, the holders of at least a majority in unpaid principal amount of the Notes at the time outstanding.

"RESPONSIBLE OFFICER" means any Senior Financial Officer of the Issuer or the Company and any other officer of the Issuer or the Company with responsibility for the administration of the relevant portion of this Agreement.

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

"SENIOR FINANCIAL OFFICER" of the Issuer or the Company means the chief financial officer, principal accounting officer, treasurer or controller of the Issuer or the Company.

"SIGNIFICANT SUBSIDIARY" means, at any date, (a) a Subsidiary Guarantor and (b) any other Subsidiary (i) which, together with its Subsidiaries, produced more than 5% of consolidated gross revenues of the Company and its Subsidiaries for the fiscal year then most recently ended (calculated on a pro forma basis in the case of any Person which became a Subsidiary during or after the end of such fiscal year) or (ii) the assets of which, together with the assets of its Subsidiaries, exceeded 5% of the consolidated total assets (fixed and current) of the Company and its Subsidiaries as of the last day of such fiscal year (calculated on a pro forma basis as of the last day of such fiscal year in the case of any Person which became a Subsidiary thereafter).

"STEP-UP PERIOD" is defined in Section 10.1(a)

"SUBSIDIARY" means, as to any Person, any corporation or other business entity a majority of the combined voting power of all Voting Stock of which is owned by such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries. Unless the context otherwise clearly requires, any reference to a "Subsidiary" is a reference to a Subsidiary of the Company, including the Issuer.

"SUBSIDIARY GUARANTEE" is defined in Section 1.2.

"SUBSIDIARY GUARANTOR" is defined in Section 4.5.

"SWAPS" means, with respect to any Person, payment obligations with respect to interest rate swaps, currency swaps and similar obligations obligating such Person to make payments, whether periodically or upon the happening of a contingency. For the purposes of this Agreement, the amount of the obligation under any Swap shall be the amount determined in respect thereof as of the end of the then most recently ended fiscal quarter of such Person, based on the assumption that such Swap had

Schedule B

terminated at the end of such fiscal quarter, and in making such determination, if any agreement relating to such Swap provides for the netting of amounts payable by and to such Person thereunder or if any such agreement provides for the simultaneous payment of amounts by and to such Person, then in each such case, the amount of such obligation shall be the net amount so determined.

"TAX" is defined in Section 5.9(b).

"TOTAL INDEBTEDNESS TO EBITDA RATIO" means, at any date, the ratio of (a) Consolidated Indebtedness as at such date to (b) pro forma EBITDA for the four consecutive fiscal quarters then most recently ended.

"VOTING STOCK" means, with respect to any Person, any shares of stock or other equity interests of any class or classes of such Person whose holders are entitled under ordinary circumstances (irrespective of whether at the time stock or other equity interests of any other class or classes shall have or might have voting power by reason of the happening of any contingency) to vote for the election of a majority of the directors, managers, trustees or other governing body of such Person.

"WHOLLY-OWNED SUBSIDIARY" means, at any time, any Subsidiary at least 90% of the equity interests (except directors' qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company's other Wholly-Owned Subsidiaries at such time.

Schedule B

EXHIBIT 1.1(a)

[FORM OF SERIES A NOTE]

CORE LABORATORIES, INC.

8.11% GUARANTEED SENIOR NOTE, SERIES A, DUE 2009

No. [_____] New York, New York $[_______] [Date]
PPN: 21867@ AA 4

FOR VALUE RECEIVED, the undersigned, CORE LABORATORIES, INC. (the "ISSUER"), a Delaware corporation, hereby promises to pay to [_______________], or registered assigns, the principal sum of [______________________] DOLLARS on July 22, 2009, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) from the date hereof on the unpaid balance thereof at the rate of 8.11% per annum, payable semiannually on January 22 and July 22 in each year, until the principal hereof shall have become due and payable, and (b) on any overdue payment of principal, any overdue payment of interest (to the extent permitted by applicable law) and any overdue payment of any Make-Whole Amount (as defined in the Note Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand) at a rate per annum from time to time equal to the greater of (i) 10.11% and (ii) 2% above the rate of interest publicly announced by Citibank, N.A. from time to time at its principal office in New York City as its prime rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at said principal office of Citibank, N.A. in New York City or at such other place as the Issuer shall have designated by written notice to the holder of this Note as provided in the Note Agreements referred to below.

This Note is one of a series of Senior Notes issued pursuant to separate Note and Guarantee Agreements dated as of July 22, 1999 (as from time to time amended, the "NOTE AGREEMENTS") between the Issuer and Core Laboratories N.V. and the respective Purchasers named therein and is entitled to the benefits thereof. This Note is also entitled to the benefits of a Parent Guarantee included in the Note Agreements and certain Subsidiary Guarantees executed and delivered from time to time pursuant to the Note Agreements. Each holder of this Note will be deemed, by its acceptance hereof, to have agreed to the confidentiality provisions set forth in Section 22 of the Note Agreements.

This Note is a registered Note and, as provided in the Note Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note of the same series and for a like principal amount (or, if less, the then unpaid principal amount) will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Issuer may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Issuer will not be affected by any notice to the contrary.

The Issuer will make required prepayments of principal on the dates and in the amounts specified in the Note Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Agreements, but not otherwise.

If an Event of Default, as defined in the Note Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Agreements.

This Note shall be construed and enforced in accordance with, and the rights of the Issuer and the holder hereof shall be governed by, the laws of the State of New York, excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

CORE LABORATORIES, INC.

EXHIBIT 1.1(b)

[FORM OF SERIES B NOTE]

CORE LABORATORIES, INC.

8.21% GUARANTEED SENIOR NOTE, SERIES B, DUE 2011

No. [_____] New York, New York $[_______] [Date]
PPN: 21867@ AB 2

FOR VALUE RECEIVED, the undersigned, CORE LABORATORIES, INC. (the "ISSUER"), a Delaware corporation, hereby promises to pay to [___________], or registered assigns, the principal sum of [_________________________] DOLLARS on July 22, 2011, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) from the date hereof on the unpaid balance thereof at the rate of 8.21% per annum, payable semiannually on January 22 and July 22 in each year, until the principal hereof shall have become due and payable, and (b) on any overdue payment of principal, any overdue payment of interest (to the extent permitted by applicable law) and any overdue payment of any Make-Whole Amount (as defined in the Note Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand) at a rate per annum from time to time equal to the greater of (i) 10.21% and (ii) 2% above the rate of interest publicly announced by Citibank, N.A. from time to time at its principal office in New York City as its prime rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at said principal office of Citibank, N.A. in New York City or at such other place as the Issuer shall have designated by written notice to the holder of this Note as provided in the Note Agreements referred to below.

This Note is one of a series of Senior Notes issued pursuant to separate Note and Guarantee Agreements dated as of July 22, 1999 (as from time to time amended, the "NOTE AGREEMENTS") between the Issuer and Core Laboratories N.V. and the respective Purchasers named therein and is entitled to the benefits thereof. This Note is also entitled to the benefits of a Parent Guarantee included in the Note Agreements and certain Subsidiary Guarantees executed and delivered from time to time pursuant to the Note Agreements. Each holder of this Note will be deemed, by its acceptance hereof, to have agreed to the confidentiality provisions set forth in Section 22 of the Note Agreements.

This Note is a registered Note and, as provided in the Note Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note of the same series and for a like principal amount (or, if less, the then unpaid principal amount) will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Issuer may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Issuer will not be affected by any notice to the contrary.

The Issuer will make required prepayments of principal on the dates and in the amounts specified in the Note Agreements. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Agreements, but not otherwise.

If an Event of Default, as defined in the Note Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Agreements.

This Note shall be construed and enforced in accordance with, and the rights of the Issuer and the holder hereof shall be governed by, the laws of the State of New York, excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

CORE LABORATORIES, INC.

EXHIBIT 1.2

GUARANTEE AGREEMENT

GUARANTEE AGREEMENT dated as of ______________ made by ________________________, a _________________ [ ] (the "GUARANTOR"), in favor of the holders from time to time of the Notes referred to below (collectively the "OBLIGEES").

WHEREAS, Core Laboratories, Inc., a Delaware corporation (the "ISSUER"), and Core Laboratories N.V., a Netherlands limited liability company (the "COMPANY" or the "PARENT" and, together with the Issuer, individually an "OBLIGOR" and collectively the "OBLIGORS"), have entered into several Note and Guarantee Agreements dated as of July 22, 1999 (as amended or otherwise modified from time to time, collectively the "NOTE AGREEMENTS" and terms defined therein and not otherwise defined herein are being used herein as so defined) with the institutional purchasers listed in Schedule A thereto, pursuant to which the Issuer proposes to issue and sell to such purchasers $35,000,000 aggregate principal amount of its 8.11% Guaranteed Senior Notes, Series A, due 2009 and $40,000,000 aggregate principal amount of its 8.21% Guaranteed Senior Notes, Series B, due 2011 (the "NOTES");

WHEREAS, the Parent has unconditionally guaranteed the Notes and the obligations of the Issuer under the Note Agreements pursuant to a parent guarantee (the "PARENT GUARANTEE") contained in Section 14 of the Note Agreements; and

WHEREAS, it is a [condition precedent to the purchase of the Notes by such purchasers under/requirement of] the Note Agreements that the Guarantor shall execute and deliver this Guarantee Agreement;

NOW, THEREFORE, in consideration of the premises the Guarantor hereby agrees as follows:

SECTION 1. Guarantee. The Guarantor unconditionally and irrevocably guarantees, as primary obligor and not merely as surety,

A. the punctual payment when due, whether at stated maturity, by prepayment, by acceleration or otherwise, of all obligations of the Issuer arising under the Note Agreements and the Notes, including all extensions, modifications, substitutions, amendments and renewals thereof, whether for principal, interest (including without limitation interest on any overdue principal, the Make-Whole Amount, if any, and interest at the rate specified in the Notes and interest accruing or becoming owing both prior to

GUARANTEE AGREEMENT

and subsequent to the commencement of any proceeding against or with respect to either Obligor under any applicable Debtor Relief Laws as defined below), Make-Whole Amount, fees, expenses, indemnification or otherwise, and

B. the due and punctual performance and observance by the Obligors of all covenants, agreements and conditions on their part to be performed and observed under the Note Agreements and the Notes;

(all such obligations are called the "GUARANTEED OBLIGATIONS"); provided that the aggregate liability of the Guarantor hereunder in respect of the Guaranteed Obligations shall not exceed at any time the lesser of (1) the amount of the Guaranteed Obligations and (2) the maximum amount for which the Guarantor is liable under this Guarantee Agreement without such liability being deemed a fraudulent transfer (or any analogous concept) under applicable Debtor Relief Laws (as hereinafter defined), as determined by a court of competent jurisdiction. As used herein, the term "DEBTOR RELIEF LAWS" means any applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar debtor relief laws affecting the rights of creditors generally from time to time in effect.

The Guarantor also agrees to pay, in addition to the amount stated above, any and all reasonable expenses (including reasonable counsel fees and expenses) incurred by any Obligee in enforcing any rights under this Guarantee Agreement or in connection with any amendment of this Guarantee Agreement.

Without limiting the generality of the foregoing, this Guarantee Agreement guarantees, to the extent provided herein, the payment of all amounts which constitute part of the Guaranteed Obligations and would be owed by any other Person to any Obligee but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Person.

SECTION 2. Guarantee Absolute. The obligations of the Guarantor under Section 1 of this Guarantee Agreement constitute a present and continuing guaranty of payment and not of collectability and the Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Note Agreements and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Obligee with respect thereto. The obligations of the Guarantor under this Guarantee Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee Agreement, irrespective of whether any action is brought against either Obligor or any other Person liable for the Guaranteed

GUARANTEE AGREEMENT

Obligations or whether an Obligor or any other such Person is joined in any such action or actions. The liability of the Guarantor under this Guarantee Agreement shall be primary, absolute, irrevocable, and unconditional irrespective of:

A. any lack of validity or enforceability of any Guaranteed Obligation, the Note Agreements, the Parent Guarantee, any Note or any agreement or instrument relating thereto;

B. any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Note Agreements, the Parent Guarantee, any Note or this Guarantee Agreement;

C. any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure by the Guarantor or other Person liable, or any other guarantee, for all or any of the Guaranteed Obligations;

D. any manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral or any other assets of the Company or any Subsidiary;

E. any change, restructuring or termination of the corporate structure or existence of the Company, the Issuer or any other Subsidiary; or

F. any other circumstance (including without limitation any statute of limitations) that might otherwise constitute a defense, offset or counterclaim available to, or a discharge of, the Company, the Issuer or the Guarantor.

This Guarantee Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Obligee or any other Person upon the insolvency, bankruptcy or reorganization of an Obligor or otherwise, all as though such payment had not been made.

SECTION 3. Waivers. The Guarantor hereby irrevocably waives, to the extent permitted by applicable law:

A. promptness, diligence, presentment, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Guarantee Agreement;

B. any requirement that any Obligee or any other Person protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against either Obligor or any other Person or any collateral;

GUARANTEE AGREEMENT

C. any defense, offset or counterclaim arising by reason of any claim or defense based upon any action by any Obligee;

D. any duty on the part of any Obligee to disclose to the Guarantor any matter, fact or thing relating to the business, operation or condition of any Person and its assets now known or hereafter known by such Obligee; and

E. any rights by which it might be entitled to require suit on an accrued right of action in respect of any of the Guaranteed Obligations or require suit against the Obligors or the Guarantor or any other Person.

SECTION 4. Waiver of Subrogation and Contribution. The Guarantor shall not assert, enforce, or otherwise exercise (A) any right of subrogation to any of the rights, remedies, powers, privileges or Liens of any Obligee or any other beneficiary against the Issuer, the Company or any other obligor on the Guaranteed Obligations or any collateral or other security, or (B) any right of recourse, reimbursement, contribution, indemnification, or similar right against the Issuer or the Company, and the Guarantor hereby waives any and all of the foregoing rights, remedies, powers, privileges and the benefit of, and any right to participate in, any collateral or other security given to any Obligee or any other beneficiary to secure payment of the Guaranteed Obligations, until such time as the Guaranteed Obligations have been indefeasibly paid in full.

SECTION 5. Representations and Warranties. The Guarantor hereby represents and warrants as follows:

A. The Guarantor is a [corporation/limited liability company/other entity to be described] duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. The execution, delivery and performance of this Guarantee Agreement have been duly authorized by all necessary action on the part of the Guarantor.

B. The execution, delivery and performance by the Guarantor of this Guarantee Agreement will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Guarantor or any Subsidiary of the Guarantor under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other material agreement or instrument to which the Guarantor or any Subsidiary of the Guarantor is bound or by which the Guarantor or any Subsidiary of the Guarantor or any of their respective

GUARANTEE AGREEMENT

properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor or any Subsidiary of the Guarantor or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Guarantor or any Subsidiary of the Guarantor.

C. The Guarantor and the Obligors are members of the same consolidated group of companies and are engaged in related businesses and the Guarantor will derive substantial direct and indirect benefit from the execution and delivery of this Guarantee Agreement.

SECTION 6. Amendments, Etc. No amendment or waiver of any provision of this Guarantee Agreement and no consent to any departure by the Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Required Holders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no amendment, waiver or consent shall, unless in writing and signed by all Obligees, (i) limit the liability of or release the Guarantor hereunder, (ii) postpone any date fixed for, or change the amount of, any payment hereunder or (iii) change the percentage of Notes the holders of which are, required to take any action hereunder.

SECTION 7. Addresses for Notices. All notices and other communications provided for hereunder shall be in writing and sent (A) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (B) by registered or certified mail with return receipt requested (postage prepaid), or (C) by a recognized overnight delivery service (with charges prepaid). Such notice if sent to the Guarantor shall be addressed to it at the address of the Guarantor provided below its name on the signature page of this Guarantee Agreement or at such other address as the Guarantor may hereafter designate by notice to each holder of Notes, or if sent to any holder of Notes, shall be addressed to it as set forth in the Note Agreements. Any notice or other communication herein provided to be given to the holders of all outstanding Notes shall be deemed to have been duly sent if sent as aforesaid to each of the registered holders of the Notes at the time outstanding at the address for such purpose of such holder as it appears on the Note register maintained by the Issuer in accordance with the provisions of Section 15.1 of the Note Agreements. Notices under this
Section 7 will be deemed given only when actually received.

SECTION 8. No Waiver; Remedies. No failure on the part of any Obligee to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any

GUARANTEE AGREEMENT

other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 9. Continuing Guarantee. This Guarantee Agreement is a continuing guarantee of payment and performance and shall (A) remain in full force and effect until payment in full of the Guaranteed Obligations and all other amounts payable under this Guarantee Agreement, (B) be binding upon the Guarantor, its successors and assigns and (C) inure to the benefit of and be enforceable by the Obligees and their successors, transferees and assigns.

SECTION 10. Jurisdiction and Process; Waiver of Jury Trial. The Guarantor irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guarantee Agreement. To the fullest extent permitted by applicable law, the Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

The Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in this Section by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Guarantor at its address specified in Section 7 or at such other address of which the Obligees shall then have been notified pursuant to said Section. The Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any recognized courier or overnight delivery service.

Nothing in this Section 10 shall affect the right of any Obligee to serve process in any manner permitted by law, or limit any right that the Obligees may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

THE GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTEE AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

GUARANTEE AGREEMENT

[SECTION 11. Tax Indemnification.

All payments whatsoever under this Guarantee will be made by the Guarantor in the lawful currency of the United States of America free and clear of, and without liability or withholding or deduction for or on account of, any present or future Taxes of whatever nature imposed or levied by or on behalf of any jurisdiction other than the United States (or any political subdivision or taxing authority of or in such jurisdiction) (hereinafter a "TAXING JURISDICTION"), unless the withholding or deduction of such Tax is compelled by law.

If any deduction or withholding or payment for any Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid by the Guarantor under this Guarantee Agreement, the Guarantor will pay such additional amounts as may be necessary in order that the net amounts paid to each Obligee pursuant to the terms of this Guarantee Agreement, after such deduction or withholding or payment (including any required deduction, withholding or other payment of Tax on or with respect to such additional amount), shall be not less than the amounts then due and payable under the terms of this Guarantee Agreement to any Holder, provided that no payment of any additional amounts shall be required to be made for or on account of:

(a) any Tax which would not have been imposed but for the existence at the time of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation or any Person other than the Holder to whom this Guarantee Agreement or any amount payable hereunder is attributable for the purposes of such tax, assessment or charge) and the Taxing Jurisdiction, other than the mere holding of this Guarantee Agreement including without limitation such Holder (or such other Person described in the above parenthetical) being or having been a citizen or resident thereof, or being or having been engaged in a trade or business therein or having an establishment therein;

(b) any Tax that is imposed or withheld by reason of the failure to comply (after a reasonable period of not less than 60 days nor more than 120 days to respond) by the Holder or any other Person mentioned in clause (a) above with a request of the Guarantor addressed to the Holder to provide information (other than any confidential or proprietary tax return or other information) concerning the nationality, residence or identity of the Holder or such other Person, and to make such declaration or other similar claim or reporting requirement regarding such information (other than any such declaration claim or reporting requirement that would involve the disclosure of

GUARANTEE AGREEMENT

confidential or proprietary tax return or other information), which is required by a statute, treaty or regulation of the Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or

(c) any combination of clauses (a) and (b) above;

provided further that no such additional amounts shall be payable to (i) any Holder who is a fiduciary or a partnership or a beneficial owner who is other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to such additional amounts had it been the Holder or (ii) any Holder who is not a resident of the United States or with respect to any payment all or any part of which represents income which is not subject to United States tax as income of a resident of the United States to the extent that, had the holder been a resident of the United States or had the payment been so subject to United States tax, the provisions of a statute, treaty or regulation of such Taxing Jurisdiction would have enabled an exemption to be claimed from the tax assessment or governmental charge in respect of which an additional amount would otherwise have been payable.

The Guarantor will furnish the Holders, within the period of payment permitted by applicable law, an official receipt, if any, issued by the relevant taxation or other authorities involved for all amounts deducted or withheld as aforesaid.

Section 12. Judgment Currency. Any payment on account of an amount that is payable hereunder by the Guarantor in U.S. Dollars which is made to or for the account of any Obligee in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Guarantor, shall constitute a discharge of the Guarantor's obligation under this Guarantee Agreement only to the extent of the amount of U.S. Dollars which such Obligee could purchase in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of U.S. Dollars that could be so purchased is less than the amount of U.S. Dollars originally due to such Obligee, the Guarantor agrees, to the fullest extent permitted by law, to indemnify and save harmless such Obligee from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in this Guarantee Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such Obligee from time

GUARANTEE AGREEMENT

to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under any judgment or order. As used herein the term "LONDON BANKING DAY" shall mean any day other than Saturday or Sunday or a day on which commercial banks are required or authorized by law to be closed in London, England.

SECTION 13.]* Governing Law. This Guarantee Agreement shall be construed and enforced in accordance with, and the rights of the Guarantor and the Obligees shall be governed by, the laws of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

IN WITNESS WHEREOF, the Guarantor has caused this Guarantee Agreement to be duly executed and delivered as of the date first above written.

[GUARANTOR]

Address:

Attention:
Telephone:
Telecopy:

GUARANTEE AGREEMENT

EXHIBITS 4.4(a)(i), (ii) and (iii)

OPINIONS OF SPECIAL COUNSEL FOR THE ISSUER AND THE COMPANY

The following opinions are to be provided by U.S. and Dutch special counsel for the Issuer and the Company (allocated among such counsel as appropriate), subject to customary assumptions, limitations and qualifications. All capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreements.

1. The Company is a limited liability company duly organized and validly existing under the laws of The Netherlands and has all requisite power and authority to own or hold under lease the property it purports to own or hold under lease, to carry on its business as now being conducted and to execute and deliver the Agreements and to perform the provisions thereof.

2. The Issuer is a corporation duly organized and validly existing under the laws of the State of Delaware and has all requisite power and authority to own or hold under lease the property it purports to own or hold under lease, to carry on its business as now being conducted and to execute and deliver the Agreements and the Notes and to perform the provisions thereof. The Issuer has duly qualified and is authorized to do business in each jurisdiction where such qualification and authorization is necessary.

3. Each Subsidiary (other than the Issuer and the inactive Subsidiaries so designated in Schedule 5.4 of the Agreements) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, except where the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has all requisite corporate power and authority to own or hold under lease the property it purports to own or hold under lease and to carry on its business as now being conducted and, in the case of a Subsidiary Guarantor, to execute and deliver its respective Subsidiary Guarantee and perform the provisions thereof.

4. The Agreements have been duly authorized, executed and delivered by the Issuer and the Company and constitute legal, valid and binding agreements of the Issuer and the Company, enforceable against the Issuer and the Company in accordance with their terms.

5. The Notes being purchased by you today have been duly authorized, executed and delivered by the Issuer and

constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms.

6. The Subsidiary Guarantees have been duly authorized, executed and delivered by the respective Subsidiary Guarantors and constitute legal, valid and binding obligations of such Subsidiary Guarantors, enforceable against such Subsidiary Guarantors in accordance with their respective terms.

7. No consent, approval or authorization of, or declaration, registration or filing with, any Governmental Authority is required to be obtained or made as a condition to the validity of the execution and delivery by the Issuer or the Company of the Agreements, by the Issuer of said Notes or by the Subsidiary Guarantors of said Subsidiary Guarantees or for the performance by the Issuer or the Company or the Subsidiary Guarantors of their respective obligations thereunder.

8. It was not necessary in connection with the offering, sale and delivery of said Notes, the Parent Guarantee or said Subsidiary Guarantees, under the circumstances contemplated by the Agreements, to register said Notes, the Parent Guarantee or said Subsidiary Guarantees under the Securities Act or to qualify an indenture in respect of the Notes under the Trust Indenture Act of 1939, as amended.

9. The execution, delivery and performance by the Company of the Agreements, by the Issuer of the Agreements and the Notes and by the Subsidiary Guarantors of their respective Subsidiary Guarantees will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument known to such counsel to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

10. Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 1935, as amended, or the Federal Power Act, as amended.

11. None of the transactions contemplated by the Agreements (including without limitation the use of the proceeds from the sale of the Notes) will violate or result in a violation of Section 7 of the Exchange Act, or any regulations issued

pursuant thereto, including without limitation Regulations T, U and X of the Board of Governors of the Federal Reserve System (12 CFR, Part 220, Part 221 and Part 224, respectively).

12. No liability for any Tax, directly or indirectly, imposed, assessed, levied or collected by or for the account of any Governmental Authority in The Netherlands will be incurred by you or by the Issuer, the Company or any Subsidiary Guarantor as a result of the execution or delivery of the Agreements, the Notes purchased by you today or said Subsidiary Guarantees, and assuming you are resident in the United States and are not engaged in business in The Netherlands, no deduction or withholding in respect of Taxes imposed by or for the account of any Governmental Authority in The Netherlands is required to be made from any payment by the Issuer, the Company or the Subsidiary Guarantors under the Agreements, said Notes, the Parent Guarantee or said Subsidiary Guarantees.

13. Assuming you do not otherwise have a presence in The Netherlands, you will not be deemed to be domiciled or resident in The Netherlands for tax purposes or carrying on business in The Netherlands solely by reason of the making and performance or enforcement of the Agreements or the holding of Notes.

14. A final judgment properly obtained in any court of the State of New York or any federal court in the United States of America located in the Borough of Manhattan, The City of New York, in respect of any suit, action or proceeding arising out of the Agreements, the Notes or said Subsidiary Guarantees will be given conclusive effect by the courts in The Netherlands without reexamination of the substantive matters thereby adjudicated.

15. It is not necessary under the laws of The Netherlands in order to enable any Person to enforce its rights under the Agreements, the Notes or said Subsidiary Guarantees that such Person be licensed, qualified or otherwise entitled to carry on business in The Netherlands.

16. There are no actions, suits or proceedings pending, or to the knowledge of such counsel threatened, against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority, except actions, suits or proceedings which (a) individually do not in any manner draw into question the validity of the Agreements, the Subsidiary Guarantees or the Notes and (b) in the aggregate could not reasonably be expected to have a Material Adverse Effect.

* * * *

This opinion is given solely for your benefit, and for the benefit of the institutional investor holders from time to time of the Notes purchased by you today, in connection with the closing held today of the transactions contemplated by the Agreements, and may not be relied upon by any other person for any purpose without our prior written consent.

EXHIBIT 4.4(b)

FORM OF OPINION OF WF&G

July , 1999

Re: Core Laboratories, Inc.
Guaranteed Senior Notes

To the several Purchasers listed in
the Schedule A to the
within-mentioned Note Agreements

Ladies and Gentlemen:

We have acted as your special counsel in connection with the issuance by Core Laboratories, Inc. (the "Issuer") of its 8.11% Guaranteed Senior Notes, Series A, due 2009 in an aggregate principal amount of $35,000,000 and its 8.21% Guaranteed Senior Notes, Series B, due 2011 in an aggregate principal amount of $40,000,000 (collectively, the "Notes"), and the purchases by you pursuant to the several Note and Guarantee Agreements made by you with the Company and Core Laboratories, N.V., (the "Company") under date of July 22, 1999 (the "Note Agreements") of Notes of the series and in the respective aggregate principal amounts set forth in Schedule A to the Note Agreements. All capitalized terms used herein without definition shall have the meanings ascribed thereto in the Note Agreements.

We have examined such corporate records of the Company and the Issuer, agreements and other instruments, certificates of public officials and of officers and representatives of the Company and the Issuer, and such other documents, as we have deemed necessary in connection with the opinions hereinafter expressed. In such examination we have assumed the genuineness of all signatures, the authenticity of documents submitted to us as originals and the conformity with the authentic originals of all documents submitted to us as copies. As to questions of fact material to such opinions we have, when relevant facts were not independently established, relied upon the representations set forth in the Note Agreements and upon certifications by officers or other representatives of the Company and the Issuer.

In addition, we attended the closing held today at our office at which you purchased and made payment for Notes of the series and in the respective aggregate principal amounts to be purchased by you, all in accordance with the Note Agreements.

Based upon the foregoing and having regard for legal considerations that we deem relevant, we render our opinion to you pursuant to
Section 4.4(b) of the Note Agreements as follows:

1. The Issuer is a validly existing corporation in good standing under the laws of the State of Delaware and has the corporate power to execute and deliver the Note Agreements and the Notes and to perform its obligations thereunder.

2. The Note Agreements have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding agreements of the Issuer, enforceable against the Company in accordance with their terms.

3. The Note Agreements constitute legal, valid and binding agreements of the Company, enforceable against the Company in accordance with their terms.

4. The Notes being purchased by you today have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their respective terms; and said Notes are entitled to the benefits of the Parent Guarantee in accordance with its terms.

5. No consent, approval or authorization of, or declaration, registration or filing with, any New York or Federal Governmental Authority is required to be obtained or made as a condition to the validity of the execution and delivery by the Company or the Issuer of the Note Agreements or by the Issuer of said Notes or for the performance by the Company or the Issuer of their respective obligations thereunder.

6. It was not necessary in connection with the offering, sale and delivery of said Notes or the Parent Guarantee or the Subsidiary Guarantees delivered today, under the circumstances contemplated by the Note Agreements, to register said Notes or the Parent Guarantee or said Subsidiary Guarantees under the Securities Act of 1933, as amended, or to qualify an indenture in respect of the Notes under the Trust Indenture Act of 1939, as amended.

8. The opinions of John D. Denson, Esq., Vice President and General Counsel for the Issuer and the Company, Vinson & Elkins L.L.P., United States special counsel for the Issuer and the Company, and Nauta Dutihl, Dutch special counsel for the Company, each dated today and delivered to you pursuant to Section 4.4 of the Note Agreements, are satisfactory to us in form and scope with respect to the matters respectively specified therein and we believe that you are justified in relying thereon.

The opinions expressed above as to the enforceability of the Note Agreements and the Notes purchased by you today in accordance with their respective terms are subject to the

exception that such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and (b) general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

To the extent that the opinions expressed above involve matters governed by Dutch law we have relied upon the aforementioned opinion of Nauta Dutihl, and our conclusions as to such matters are subject to the same assumptions, limitations and qualifications as are contained in said opinion.

We express no opinion as to Section 24.3 of the Note Agreements insofar as said Section relates to (i) the subject matter jurisdiction of the United States District Court for the Southern District of New York to adjudicate any controversy relating to the Note Agreements or the Notes, (ii) the waiver of inconvenient forum with respect to proceedings in such United States District Court or (iii) the waiver of the right to jury trial.

We are members of the bar of the State of New York and do not herein intend to express any opinion as to any matters governed by any laws other than Federal laws of the United States of America and the laws of the State of New York and the General Corporation Law of the State of Delaware.

This opinion is given solely for your benefit and for the benefit of the institutional investor holders from time to time of the Notes purchased by you today, in connection with the closing held today of the transactions contemplated by the Note Agreements, and may not be relied upon by any other person for any purposes without our prior written consent.

Very truly yours,

SCHEDULE 5.3

Disclosure Documents

SCHEDULE 5.4

Subsidiaries

SCHEDULE 5.5

Financial Statements

SCHEDULE 5.8

Litigation

SCHEDULE 5.11

Licenses, etc.

SCHEDULE 5.15

Existing Indebtedness

If you are in agreement with the foregoing, please sign the form of agreement in the space below provided on a counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Issuer and the Company.

Very truly yours,

CORE LABORATORIES, INC.

CORE LABORATORIES N.V., by
its sole Managing Director
Core Laboratories International B.V.

The foregoing is hereby agreed
to as of the date thereof.

THE FRANKLIN LIFE
INSURANCE COMPANY

If you are in agreement with the foregoing, please sign the form of agreement in the space below provided on a counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Issuer and the Company.

Very truly yours,

CORE LABORATORIES, INC.

CORE LABORATORIES N.V., by
its sole Managing Director
Core Laboratories International B.V.

The foregoing is hereby agreed
to as of the date thereof.

THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY

If you are in agreement with the foregoing, please sign the form of agreement in the space below provided on a counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Issuer and the Company.

Very truly yours,

CORE LABORATORIES, INC.

CORE LABORATORIES N.V., by
its sole Managing Director
Core Laboratories International B.V.

The foregoing is hereby agreed
to as of the date thereof.

THE GUARDIAN LIFE INSURANCE
COMPANY OF AMERICA

If you are in agreement with the foregoing, please sign the form of agreement in the space below provided on a counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Issuer and the Company.

Very truly yours,

CORE LABORATORIES, INC.

CORE LABORATORIES N.V., by
its sole Managing Director
Core Laboratories International B.V.

The foregoing is hereby agreed
to as of the date thereof.

PROVIDENT LIFE AND ACCIDENT
INSURANCE COMPANY

If you are in agreement with the foregoing, please sign the form of agreement in the space below provided on a counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Issuer and the Company.

Very truly yours,

CORE LABORATORIES, INC.

CORE LABORATORIES N.V., by
its sole Managing Director
Core Laboratories International B.V.

The foregoing is hereby agreed
to as of the date thereof.

CONNECTICUT GENERAL LIFE INSURANCE
COMPANY

By: CIGNA INVESTMENTS, INC.