<PAGE>   1
                                                                     EXHIBIT 4.4


                          REGISTRATION RIGHTS AGREEMENT


         This REGISTRATION RIGHTS AGREEMENT (the "Registration Agreement")
entered into and made effective as of March 23, 2001, by and among THE SHAW
GROUP INC., a Louisiana corporation ("Shaw") and SCOTT, SEVIN & SCHAFFER, INC.,
a Louisiana corporation, and successor by merger to S. S. & S. FABRICATORS,
INC., a Louisiana corporation, and TECHNICOMP, INC., a Louisiana corporation
(collectively, the "Sellers") and the undersigned shareholders of Sellers that
shall become a party to this Registration Agreement by deliverying to Shaw a
duplicate original signature page (collectively the "Shareholders").

                              PRELIMINARY STATEMENT

         Shaw, Sellers and Shaw SSS Fabricators, Inc., a Louisiana corporation
and wholly-owned subsidiary of Shaw, are parties to that certain Plan of
Reorganization (Asset Purchase) dated as of March 23, 2001, (the "Agreement")
pursuant to which, on the date hereof, Shaw is issuing shares of Shaw's common
stock, no par value (the "Shaw Shares") to Sellers, which will distribute all or
a portion of the Shaw Shares to their respective Shareholders pursuant to the
plans of liquidation that are described in the plan of liquidation ("Plan of
Liquidation"). All capitalized terms used herein which are not otherwise
expressly defined herein shall have the respective meanings set forth in the
Agreement.

         NOW, THEREFORE, in consideration of the transactions effected pursuant
to the Agreement and the premises and the mutual agreements set forth herein,
Shaw, Sellers and the Shareholders hereby agree as follows:

1.       The Shares shall bear a legend substantially identical to the
         following:

                  THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT"), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY
                  BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE
                  TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION
                  STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS
                  COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, OR
                  (ii) THIS CORPORATION RECEIVES AN OPINION SATISFACTORY TO THIS
                  CORPORATION OF LEGAL COUNSEL FOR THE HOLDER OF THESE
                  SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT SUCH
                  TRANSACTION IS EXEMPT FROM REGISTRATION. THE SECURITIES
                  EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO (A) THE
                  RESTRICTIONS SET FORTH IN THAT CERTAIN PLAN OF REORGANIZATION
                  (ASSET PURCHASE) DATED AS OF MARCH 23, 2001

<PAGE>   2

                  (THE "AGREEMENT") AMONG THIS CORPORATION, SHAW SSS
                  FABRICATORS, INC., SCOTT, SEVIN & SCHAFFER, INC., S. S. & S.
                  FABRICATORS, INC. AND TECHNICOMP, INC., AND (B) THE
                  RESTRICTIONS SET FORTH IN THE REGISTRATION RIGHTS AGREEMENT
                  DATED AS OF MARCH 23, 2001 (THE "REGISTRATION AGREEMENT") BY
                  AND AMONG THIS CORPORATION AND SCOTT, SEVIN & SCHAFFER, INC.,
                  S. S. & S. FABRICATORS, INC. AND TECHNICOMP, INC. AND THEIR
                  RESPECTIVE SHAREHOLDERS. COPIES OF THE AGREEMENT AND THE
                  REGISTRATION AGREEMENT ARE FILED WITH THE SECRETARY OF THIS
                  CORPORATION.

2.       Shaw represents and warrants to Sellers and the Shareholders that the
         Shaw Shares are (a) duly authorized, validly issued, fully paid and
         nonassessable and (b) free and clear of all liens, claims and
         encumbrances other than those created by any action or inaction of
         Sellers or the Shareholders.

3.       Shaw represents and warrants that (a) it has the corporate power and
         authority to enter into and perform its obligations under this
         Agreement, (b) this Registration Agreement has been duly and validly
         authorized by all necessary action, corporate or otherwise, (c) this
         Registration Agreement has been duly executed and delivered by it, and
         (d) this Registration Agreement constitutes the valid and legally
         binding obligation of it, enforceable against it in accordance with its
         terms, except that (i) the enforceability hereof may be limited by
         bankruptcy, insolvency, reorganization, fraudulent conveyance,
         moratorium or other similar laws now or hereinafter in effect relating
         to creditors' rights generally and (ii) the remedy of specific
         performance and other forms of equitable relief may be subject to
         certain equitable defenses and to the discretion of the court before
         which proceeding therefor may be brought.

4.       Each Seller and the Shareholders represent and warrant, as applicable,
         that (a) each has the power and authority to enter into and perform its
         obligations under this Registration Agreement, (b) each Seller and
         Shareholder is an individual, trust or corporation and (as appropriate)
         is duly organized, validly existing and has the full legal capacity and
         competency to enter this Registration Agreement, (c) this Registration
         Agreement has been duly and validly authorized by all necessary action
         of each, (d) this Registration Agreement has been duly executed and
         delivered by each, and (e) this Registration Agreement constitutes the
         valid and legally binding obligation of each, enforceable against each
         in accordance with its terms, except that (i) the enforceability hereof
         may be limited by bankruptcy, insolvency, reorganization, fraudulent
         conveyance, moratorium or other similar laws now or hereinafter in
         effect relating to creditors' rights generally and (ii) the remedy of
         specific performance and other forms of equitable relief may be subject
         to certain equitable defenses and to the discretion of the court before
         which proceeding therefor may be brought.


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5.       (a) Shaw shall take all steps within its control to cause to be filed
         with the Securities and Exchange Commission (the "Commission") within
         thirty (30) days after the Closing under the Agreement, a shelf
         registration statement pursuant to Rule 415 under the Securities Act of
         1933, as amended (the "Shelf Registration Statement") on Form S-3, if
         the use of such form is then available and as determined by Shaw, to
         cover resales of Transfer Restricted Securities (as hereinafter
         defined) by Sellers and Shareholders to whom Transfer Restricted
         Securities have been distributed pursuant to the Plan of Liquidation;
         provided, the foregoing 30-day period shall be extended by the delay of
         either Sellers or the Shareholders to provide Shaw with the information
         required pursuant to Section 5(b) hereof. Sellers and the Shareholders
         shall provide the information required pursuant to Section 5(b) hereof.
         Shaw shall use commercially reasonable efforts to cause such Shelf
         Registration Statement to be declared effective by the Commission on or
         prior to 60 days after the date the Shelf Registration Statement is
         initially filed with the Commission. Shaw shall use commercially
         reasonable efforts to keep such Shelf Registration Statement
         continuously effective for a period ending when Rule 144(k) becomes
         available to Sellers and the Shareholders for sales of the Transfer
         Restricted Securities or such shorter period as will terminate when
         each of the Transfer Restricted Securities covered by the Shelf
         Registration Statement shall cease to be a Transfer Restricted
         Security.

         If there shall occur any event that would cause the Shelf Registration
         Statement (i) to contain any untrue statement of a material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading or (ii) to be
         not effective and usable for resale of Transfer Restricted Securities
         during the period that such Shelf Registration Statement is required to
         be effective and usable, Shaw shall immediately notify Sellers and the
         Shareholders thereof and shall as promptly as practicable (but not
         later than 60 days) file an amendment to the Shelf Registration
         Statement, in the case of clause (i), correcting any such misstatement
         or omission, and in the case of either clause (i) or (ii), use
         commercially reasonable efforts to cause such amendment to be declared
         effective and such Shelf Registration Statement to become usable as
         soon as practicable thereafter.

         Notwithstanding anything to the contrary in this Section 5, Shaw may
         prohibit offers and sales of Transfer Restricted Securities pursuant to
         the Shelf Registration Statement at any time if (A)(i) it is in
         possession of material non-public information, (ii) the Board of
         Directors of Shaw determines (based on advice of counsel) that such
         prohibition is necessary in order to avoid a requirement to disclose
         such material non-public information, and (iii) the Board of Directors
         of Shaw determines in good faith that disclosure of such material
         non-public information would not be in the best interests of Shaw and
         its shareholders or (B) Shaw has made a public announcement relating to
         an acquisition or business combination transaction including Shaw
         and/or one or more of its subsidiaries (i) that is material to Shaw and
         its subsidiaries taken as a whole and (ii) the Board of Directors of
         Shaw determines in good faith that offers


                                  Page 3 of 10
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         and sales of Transfer Restricted Securities pursuant to the Shelf
         Registration Statement prior to the consummation of such transaction
         (or such earlier date as the Board of Directors shall determine) is not
         in the best interests of Shaw and its shareholders or (C)(i) disclosure
         is required in the Shelf Registration Statement of financial
         information of any person or entity other than Shaw or its subsidiaries
         and affiliates pursuant to Article 3 or Article 11 of Regulation S-X
         under the Securities Act of 1933, as amended (the "Securities Act") and
         (ii) any of such required financial information (including related
         audit reports and consents of independent accountants) is not available
         to Shaw after use of commercially reasonable efforts to obtain such
         financial information) (the period during which any such prohibition of
         offers and sales of Transfer Restricted Securities pursuant to the
         Shelf Registration Statement is in effect pursuant to clause (A) or (B)
         of this subparagraph (a) is referred to herein as a "Suspension
         Period"). A Suspension Period shall commence on and include the date on
         which Shaw provides written notice to Sellers and Shareholders that
         offers and sales of Transfer Restricted Securities pursuant to the
         Shelf Registration Statement and use of the prospectus constituting a
         part of the Shelf Registration Statement is suspended pursuant to this
         paragraph, and the date on which Shaw provides written notice to
         Sellers and the Shareholders that offers and sales of Transfer
         Restricted Securities pursuant to the Shelf Registration Statement and
         use of the prospectus constituting a part of the Shelf Registration
         Statement may be resumed; provided, however, that the aggregate number
         of days in all Suspension Periods shall not exceed 60. Written notices
         and advices to Sellers pursuant to this Section 5 shall be effective if
         given in accordance with Section 11.

         (b) Sellers and the Shareholders shall furnish to Shaw in writing,
         within 5 business days after receipt of a request therefor, such
         information as Shaw may reasonably request for use in connection with
         any Shelf Registration Statement or prospectus or preliminary
         prospectus included therein.

         (c) For purposes of this Section 5, "Transfer Restricted Securities"
         shall mean each Shaw Share, until each such Shaw Share (A) has been
         effectively registered under the Securities Act and sold in accordance
         with the Shelf Registration Statement covering it, (B) is sold pursuant
         to Rule 144 or (C) is sold or is available to be sold pursuant to Rule
         144(k) (or any similar provisions then in force) under the Securities
         Act or (D) is sold pursuant to Rule 904 of Regulation S under the
         Securities Act. After the Shelf Registration Statement has become
         effective, Shaw will, upon request by a Seller or a Shareholder who is
         a holder of any of the Transfer Restricted Securities, promptly reissue
         certificates representing such Shaw Shares, without the restrictive
         legend referred to in Section 1, but with an appropriate notation that,
         until [the date which is one year after the effective date of the Shelf
         Registration Statement] the Shaw Share may be sold pursuant to the
         Shelf Registration Statement, upon delivery of a current prospectus,
         and thereafter may be sold pursuant to Rule 144 under the Securities
         Act. The restrictions on transfer of the Transfer Restricted Securities
         shall not apply to Sellers' distribution of Transfer Restricted
         Securities to their respective


                                  Page 4 of 10
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         Shareholders pursuant to the Plans of Liquidation (but shall continue
         to apply to such Shareholders). Shaw shall cause its counsel to provide
         transfer agents, brokers and market makers promptly with any legal
         opinion reasonably requested by them with respect to the availability
         of Rule 144 related to a sale of Transfer Restricted Securities.

6.       If and whenever Shaw is required by the provisions of this Registration
         Agreement to use its best efforts to effect the registration of any of
         the Transfer Restricted Securities under the Securities Act, Shaw will:

         (a) furnish to each selling Shareholder such number of prospectuses and
         preliminary prospectuses in conformity with the requirements of the
         Securities Act, and such other documents as such selling Shareholder
         may reasonably request in order to facilitate the public sale or other
         disposition of the Transfer Restricted Securities owned by such selling
         Shareholder;

         (b) use commercially reasonable efforts to register or qualify the
         Transfer Restricted Securities covered by such registration statement
         under such other securities or blue sky laws of such jurisdictions as
         each such selling Shareholder shall reasonably request and do any and
         all other acts and things which may be necessary or desirable to enable
         such selling Shareholder to consummate the public sale or other
         disposition in such jurisdiction of the Transfer Restricted Securities
         owned by such selling Shareholder; and

         (c) use commercially reasonable efforts to list the Shaw Shares with
         any securities exchange or market on which the Shaw Shares is then
         listed.

7.       All expenses incident to Shaw's performance of or compliance with this
         Registration Agreement will be borne by Shaw. Such expenses shall
         include, without limitation, (i) all registration and filing fees
         (including those of the Commission and the New York Stock Exchange,
         Inc.), (ii) fees and expenses of compliance with all applicable state
         securities or "blue sky" laws, (iii) printing and engraving expenses,
         (iv) fees and disbursements of counsel and independent accountants for
         Shaw, (v) listing fees on any applicable stock exchange or trading
         system, and (vi) rating agency fees.

8.       In the event of a registration of any of the Transfer Restricted
         Securities under the Securities Act, Shaw will hold harmless the
         selling Shareholder of such Transfer Restricted Securities, and each
         director, officer and partner of such selling Shareholder and each
         other person, if any, who controls such selling Shareholder within the
         meaning of Section 15 of the Securities Act, against any losses,
         claims, damages or liabilities, joint or several, to which such selling
         Shareholder or such director or officer or controlling persons may
         become subject under the Securities Act or otherwise, insofar as such
         losses, claims, damages or liabilities (or actions in respect thereof)
         arise out of or are based upon any violation of law by Shaw or its
         agents or any untrue statement or alleged untrue statement of any
         material fact


                                  Page 5 of 10
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         contained in any registration statement under which such Transfer
         Restricted Securities were registered under the Securities Act, any
         preliminary prospectus or final prospectus contained therein, or any
         amendment or supplement thereof, or arise out of or are based upon the
         omission or alleged omission to state therein a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading; and will reimburse such selling Shareholder and each such
         director or officer or controlling person for any legal or any other
         expenses reasonably incurred by them in connection with investigating
         or defending any such loss, claim, damage, liability or action;
         provided, however, that Shaw will not be liable in any such case to the
         extent that any such loss, claim, damage or liability arises out of or
         is based upon an untrue statement or alleged untrue statement or
         omission or alleged omission made in such registration statement, said
         preliminary prospectus or said prospectus or said amendment or
         supplement in reliance upon and in conformity with written information
         furnished to Shaw through an instrument duly executed by such selling
         Shareholder specifically for use in the preparation thereof.

         In the event of any registration of any of the Transfer Restricted
         Securities under the Securities Act pursuant to this Registration
         Agreement, each selling Shareholder of such Transfer Restricted
         Securities, severally and not jointly, will indemnify and hold harmless
         Shaw and each person, if any, who controls Shaw within the meaning of
         Section 15 of the Securities Act, each officer of Shaw who signs the
         registration statement and each director of Shaw within the meaning of
         Section 15 of the Securities Act, against any and all such losses,
         claims, damages or liabilities of the nature referred to in the above
         paragraph, if the statement, alleged statement, omission or alleged
         omission in respect of which such loss, claim, damage or liability is
         asserted was made in reliance upon and in conformity with information
         furnished in writing to Shaw by or on behalf of such selling
         Shareholder specifically for use in connection with the preparation of
         such registration statement, prospectus, preliminary prospectus,
         amendment or supplement.

9.       Prior to any proposed transfer of any of the Transfer Restricted
         Securities (other than (a) pursuant to an effective registration as
         provided herein or Rule 144(k), or (b) a transfer by a Seller to a
         Shareholder in accordance with the Plans of Liquidation), the selling
         Shareholder shall give written notice to Shaw of such selling
         Shareholder's intention to effect such transfer. Each such notice shall
         describe the manner and circumstances of the proposed transfer in
         sufficient detail, and shall be accompanied by a written opinion (in
         form and content acceptable to Shaw) of such counsel as shall be
         satisfactory to Shaw to the effect that (i) such proposed transfer does
         not create a situation which would require the registration of any of
         the Transfer Restricted Securities under the Securities Act; and (ii)
         the proposed transfer may be effected without registration under the
         Securities Act of the Transfer Restricted Securities to be transferred
         (as, for example, that such transfer may be made pursuant to and in
         compliance with the conditions of Rule 144 or Rule 237 under the
         Securities Act (or any other similar


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         rule in effect at the time)). Shaw's acceptance of such an opinion as
         satisfactory shall not be unreasonably withheld. Such proposed transfer
         may be effected only if Shaw shall have received such notice and
         opinion of counsel, whereupon the holder of such Transfer Restricted
         Securities shall be entitled to transfer such Transfer Restricted
         Securities in accordance with the terms of the notice delivered by the
         holder to Shaw. The certificate issued upon the transfer of any such
         Transfer Restricted Securities as above provided (and the certificate
         evidencing any untransferred balance of such Transfer Restricted
         Securities) shall bear the restrictive legend set forth in Section 1
         above, except that the certificate shall not bear such restrictive
         legend and the holder thereof shall be entitled to receive from Shaw,
         without expense, a new certificate not bearing such legend, if the
         opinion of counsel referred to above is to the further effect that such
         legend or legends are not required in order to establish compliance
         with any provisions of the Securities Act.

10.      The rights of Sellers and Shareholders under this Registration
         Agreement may be transferred or assigned only upon the written consent
         of Shaw, except that the rights of an individual Shareholder may be
         assigned to his or her spouse in the event of a separation of community
         property, or to his or her succession representative, heirs and
         legatees.

11.      All notices and other communications provided for or permitted
         hereunder shall be made in writing by hand-delivery, first-class mail
         (registered or certified, return receipt requested), telex, telecopier
         or air courier guaranteeing overnight delivery:

         If to Sellers:

         L. J. Sevin, as Sellers' Representative
         P. O. Box 700788
         Dallas, TX 75370
         Telephone:
                    ---------------------------------
         Facsimile:
                    ---------------------------------

         If to the Shareholders, to the respective addresses set forth in
Exhibit A.

         If to Shaw:

         The Shaw Group Inc.
         8545 United Plaza Blvd.
         Baton Rouge, LA 70809
         Attention:  T. A. Barfield, Jr.
         Telephone:  (225) 932-2500
         Facsimile:  (225) 925-8376


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         Each person entitled to notice may change the address to which such
         notice is to be sent by giving notice of such change in accordance with
         this Section.

12.      This Agreement shall be governed by, and construed in accordance with,
         the laws of the State of Louisiana, without regard to principles of
         conflicts of laws.

13.      Price Protection.

         (a)      Shaw will give prompt notice to Sellers and the Shareholders
                  of the effective date of the Shelf Registration Statement (the
                  "Effective Date Notice").

         (b)      As used in this Section, the following terms have the
                  following respective meanings:

                  "Protected Sale" means a sale of Shaw Shares in the public
                  market by a Seller or Shareholder through a securities broker,
                  dealer or marketmaker during the Window Period (defined below)
                  at a gross price per share (without deduction of commissions,
                  brokerage fees or other expenses of sale) ("Selling Price Per
                  Share") that is less or more than the closing price of Shaw
                  common stock on the New York Stock Exchange on March 23, 2001
                  ("Base Price Per Share").

                  "Window Period" means the 5 consecutive days following the
                  earlier of (i) the effective date of the Shelf Registration
                  Statement, or (ii) the date on which Rule 144 or Rule 145
                  first becomes available for resales of the Shaw Shares by
                  Sellers and the Shareholders ("Base Window Period"), plus one
                  additional day for each day during such 5 consecutive days
                  when the Shelf Registration Statement or Rule 144, as the case
                  may be, was not available to Sellers and the Shareholders due
                  to any prohibition of sales by Shaw as permitted in this
                  Registration Agreement, Shaw's failure to file reports
                  referred to in Rule 144(c) or other fault attributable to Shaw
                  or its transfer agent.

         (c)      If a Seller or Shareholder makes one or more Protected Sales,
                  such person shall, promptly following the end of the Window
                  Period, notify Shaw thereof and send Shaw copies of sales
                  confirmation slips or other evidence thereof, showing the
                  number of Shaw Shares sold and the price of each such
                  Protected Sale. If the Selling Price Per Share exceeded the
                  Base Price Per Share, the Seller or Shareholder shall pay to
                  Shaw an amount equal to the difference between the Selling
                  Price Per Share and the Base Price Per Share.

         (d)      Upon receipt of such information, Shaw will instruct the
                  Escrow Agent (as defined in the Agreement) to deliver to such
                  Seller or Shareholder such number of the Price Protection
                  Shares (as defined in the Escrow


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<PAGE>   9
                  Agreement) held by the Escrow Agent as is equal to the number
                  obtained by dividing (i) the sum of the differences between
                  the Selling Price Per Share and the Base Price Per Share for
                  each of the Shaw Shares sold by such Seller or Shareholder in
                  a Protected Sale, of which sum Shaw shall notify the Escrow
                  Agent, by (ii) the closing price per share of Shaw common
                  stock on the New York Stock Exchange on the business day prior
                  to the date such delivery is made, which price shall be
                  ascertained by the Escrow Agent (the "Delivery Price"). Shares
                  to which any of the Sellers or Shareholders are thus entitled
                  to delivery are herein called "Additional Shaw Shares".
                  Notwithstanding the foregoing, if the Selling Price Per Share
                  is less than $40, Shaw may elect, in lieu of delivering the
                  Additional Shaw Shares, to pay to the Seller or Selling
                  Shareholder an amount equal to the difference between the
                  Selling Price Per Share and the Base Price Per Share.

         (e)      If, following all required deliveries, Price Protection Shares
                  remain in escrow, such remaining shares will be delivered to
                  Shaw by the Escrow Agent for cancellation, and Shaw and
                  Sellers will take all action necessary to authorize and
                  promptly approve such delivery.

         (f)      For all purposes of this Registration Agreement, the
                  Additional Shaw Shares shall be in all respects considered to
                  be "Shaw Shares". For example, (but without limitation), the
                  Additional Shaw Shares shall be among the Shaw Shares that are
                  registered for resale in the Shelf Registration Statement. If
                  they are not so registered at the time of delivery in
                  accordance with this Registration Agreement, then the price
                  protection provisions of this Section 13 shall apply to such
                  shares, mutatis mutandis, except that the Base Price Per Share
                  shall in that event be the Delivery Price and the Base Window
                  Period shall be the 5 consecutive days following the earlier
                  of (i) the effective date of the registration statement in
                  which they are registered for resale by Sellers and the
                  Shareholders, or (ii) the date on which Rule 144 or Rule 145
                  first becomes available for such resales.

         (g)      If there occurs any stock split, stock dividend,
                  reorganization or similar event involving Shaw common stock at
                  any relevant time, the shares issuable with respect thereto
                  shall be considered "Shaw Shares" or "Additional Shaw Shares"
                  (as the case may be) for purposes of this Registration
                  Agreement, and the Selling Price Per Share and Base Price Per
                  Share of any Protected Sales shall be appropriately adjusted
                  to reflect such event and to make such prices comparable.

         (h)      Shaw shall indemnify and hold harmless the Sellers and
                  Shareholders from any Losses (as defined in the Agreement)
                  suffered by them (including reasonable attorney's fees) as a
                  result of any breach by Shaw of any of its covenants in this
                  Registration Agreement. If cash


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<PAGE>   10
                  indemnification would constitute the receipt of "boot" for tax
                  purposes, such indemnification shall instead be paid in shares
                  of Shaw common stock, valued at the time of delivery thereof.


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.

                                             THE SHAW GROUP INC.


                                        By:
                                             ----------------------------------
                                             Name:  T. A. Barfield, Jr.
                                             Title:  Senior Vice President


                                             SELLERS:

                                             SCOTT, SEVIN & SCHAFFER, INC.


                                        By:
                                             ----------------------------------
                                             Name: L. J. Sevin
                                             Title:
                                                     --------------------------


                                             TECHNICOMP, INC.


                                        By:
                                             ----------------------------------
                                             Name: L. J. Sevin
                                             Title:
                                                     ---------------------


                                                                          , a
                                             ----------------------------
                                             Shareholder
                                             Print Name:
                                                         ----------------
                                             Address:
                                                      -------------------


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