<PAGE>   1
                                                                   EXHIBIT 10.37




                          NOTE RESTRUCTURING AMENDMENT
                                       TO
                            NOTE PURCHASE AGREEMENTS

                         DATED AS OF NOVEMBER 12, 1996


                                SERV-TECH, INC.
                                  $15,000,000
                    RESTATED SENIOR NOTES DUE JUNE 15, 2003










<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<S>      <C>                                                                                                           <C>
1.       STATUS OF ORIGINAL NOTE PURCHASE AGREEMENT AND PRIOR AMENDMENTS  . . . . . . . . . . . . . . . . . . . . . .   3

2.       ISSUANCE OF RESTATED SENIOR NOTES IN EXCHANGE FOR ORIGINAL SENIOR NOTES  . . . . . . . . . . . . . . . . . .   3
                 2.1      ISSUANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
                 2.2      INTEREST  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
                 2.3      REPAYMENT OF PRINCIPAL  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                 2.4      MATURITY DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                 2.5      CALCULATION AND PAYMENT OF MAKE-WHOLE AMOUNT  . . . . . . . . . . . . . . . . . . . . . . .   4

3.       COLLATERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                 3.1      COLLATERAL SECURITY.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                 3.2      PRIORITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6

4.       FEES AND EXPENSES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
                 4.1      RESTRUCTURING FEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
                 4.2      EXPENSES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6

5.       ACKNOWLEDGMENT OF FULL PERFORMANCE; RELEASE; WAIVER OF EXISTING DEFAULTS . . . . . . . . . . . . . . . . . .   7
                 5.1      FULL PERFORMANCE BY NOTEHOLDERS AND RELEASE . . . . . . . . . . . . . . . . . . . . . . . .   7
                 5.2      WAIVER OF EXISTING KNOWN DEFAULTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7

6.       CLOSING  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
                 6.1      TIME AND PLACE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
                 6.2      DOCUMENTS TO BE DELIVERED AT CLOSING. . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
                 6.3      CONDITIONS TO CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9

7.       WARRANTIES AND REPRESENTATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
                 7.1      RESTATEMENT OF CERTAIN WARRANTIES AND REPRESENTATIONS . . . . . . . . . . . . . . . . . . .  10
                 7.2      FINANCIAL STATEMENTS; INDEBTEDNESS; MATERIAL ADVERSE CHANGE.  . . . . . . . . . . . . . . .  11
                 7.3      SUBSIDIARIES AND AFFILIATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                 7.4      FULL DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                 7.5      SALE OF RESTATED SENIOR NOTES IS LEGAL AND AUTHORIZED; OBLIGATIONS ARE ENFORCEABLE  . . . .  13
                 7.6      GOVERNMENTAL CONSENT TO SALE OF RESTATED SENIOR NOTES . . . . . . . . . . . . . . . . . . .  13
                 7.7      NO DEFAULT AT CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

8.       REGISTRATION; EXCHANGE; SUBSTITUTION OF RESTATED SENIOR NOTES  . . . . . . . . . . . . . . . . . . . . . . .  13

9.       COVENANTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                 9.1      PRIOR COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                 9.2      CONSOLIDATED NET WORTH  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                 9.3      FIXED CHARGE COVERAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                 9.4      LEVERAGE RATIO  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
                 9.5      FUNDED DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
</TABLE>





                                     -i-

<PAGE>   3
<TABLE>
<S>                                                                                                                    <C>
                 9.6      RESTRICTED SUBSIDIARY INDEBTEDNESS  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
                 9.7      LIENS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
                 9.8      RESTRICTED PAYMENTS AND RESTRICTED INVESTMENTS  . . . . . . . . . . . . . . . . . . . . . .  19
                 9.9      MERGER, CONSOLIDATION, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
                 9.10     TRANSFER OF PROPERTY, ETC.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
                 9.11     TRANSACTIONS WITH AFFILIATES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
                 9.12     CONSOLIDATED EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
                 9.13     CONSOLIDATED CAPITAL EXPENDITURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23

10.      INFORMATION AND CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
                 10.1     ADDITIONAL FINANCIAL AND BUSINESS INFORMATION . . . . . . . . . . . . . . . . . . . . . . .  23

11.      EVENTS OF DEFAULT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
                 11.1     NATURE OF EVENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24

12.      TERMS DEFINED  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
                 12.1     RESTRICTED INVESTMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
                 12.2     CONSOLIDATED EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
                 12.3     CONSOLIDATED CAPITAL EXPENDITURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
                 12.4     R.W. KRAJICEK NOTE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

Exhibits
--------

Exhibit A         -    Form of Restated Senior Note

Exhibit B         -    Property to be Encumbered

Exhibit C         -    Collateral Documentation List

Exhibit D         -    Schedule of Restated Senior Notes with Payees

Exhibit E         -    Form of Closing Opinion from Company's Counsel

Exhibit F         -    Secretary's Certificate with
                       - Resolutions
                       - Amendments to Articles
                       - Amendments to Bylaws
                       - Incumbency

Exhibit G         -    Officer's Closing Certificate

Exhibit H         -    List of Affiliates for which Good Standing Certificates are Delivered

Annexes
-------

Annex 1  -        Financial Statements
Annex 2  -        Indebtedness of Company and Restricted Subsidiaries
Annex 3  -        Subsidiaries and Affiliates
</TABLE>





                                     -ii-
<PAGE>   4
                          NOTE RESTRUCTURING AMENDMENT


         This Note Restructuring Amendment to Note Purchase Agreements (this
"Amendment") is made and entered into as of the 12th of November, 1996, by and
between SERV-TECH, INC. (the "Company") and PRINCIPAL MUTUAL LIFE INSURANCE
COMPANY, TMG LIFE INSURANCE COMPANY, THE SECURITY MUTUAL LIFE INSURANCE
COMPANY, and BERKSHIRE LIFE INSURANCE COMPANY ("Noteholders"), purchasers of
the Company's $15,000,000 of 8.41% Senior Notes due June 15, 2003 (the
"Original Senior Notes") pursuant to certain Note Purchase Agreements dated as
of June 1, 1993 between the Company and each Noteholder (the "Original Note
Purchase Agreements"), as amended by First, Second, Third, Fourth, Fifth and
Sixth Amendments to Note Purchase Agreements, executed as of March 22, 1995,
August 8, 1995, November 13, 1995, March 11, 1996, May, 1996 and August 14,
1996, respectively (together the "Prior Amendments").

                                    RECITALS

         A.      The Company currently owes $15,000,000 in aggregate principal
amount to the Noteholders as evidenced by the Original Senior Notes.

         B.      The Company currently owes an aggregate of $19,454,067 (the
"Existing Bank Loan") to Texas Commerce Bank National Association and BankOne
Texas, N.A. (the "Banks"), pursuant to a Credit Agreement dated as of May 15,
1995, as amended and restated by Amendments to Credit Agreement effective as of
July 19, 1995 and August 14, 1996 and as further amended contemporaneously
herewith (the "Credit Agreement") and the notes thereunder (the "Bank Notes").
The Company is also obligated on certain conditions to reimburse TCB for
certain liabilities incurred from time to time by the Company through its use
of cash management services provided by TCB, including any overdrafts by the
Company and amounts of automated clearing house funds that may erroneously be
credited to the Company's account with TCB (the "Cash Management Liabilities").
<PAGE>   5
         C.      The Company and certain of its subsidiaries are obligated, on
certain conditions, pursuant to a Guaranty (the "ABN Guaranty") dated as
November 1, 1994, to reimburse ABN AMRO Bank, N.V. ("ABN") with respect to
performance security and advance payment letters of credit (the "ABN Letters of
Credit"), currently in the aggregate amount of $15,195,368.77, issued by ABN
pursuant to its Continuing Reimbursement Agreement with F.C. Schaffer &
Associates, Inc. dated as of November 1, 1994 as amended by First and Second
Amendments to Continuing Reimbursement Agreement dated July ___, 1995 and April
30, 1996, respectively.  (The ABN Guaranty, ABN Letters of Credit, Continuing
Reimbursement Agreement and related documents, as amended to date, are
hereinafter referred to as the "ABN Documents").

         D.      The Company is now in default and has therefore requested
certain financial accommodations from the Noteholders, the Banks, and ABN by
way of amendment and adjustment to the terms, conditions, and provisions of the
Original Note Purchase Agreement, the Credit Agreement, and the ABN Documents.

         E.      The Noteholders have agreed to modification of the Original
Note Purchase Agreements and, in connection therewith, to exchange of the
Original Senior Notes for Restated Senior Notes (defined below) all on the
terms and conditions provided for below.

         F.      Terms capitalized in this Amendment shall have the meanings
assigned to them in the Original Note Purchase Agreement except as otherwise
specifically provided for herein.

                                  AGREEMENT

         NOW, THEREFORE, in consideration of these premises and for other good
and valuable consideration, the receipt of which is acknowledged by all
parties, the parties to this Amendment agree as follows:





                                       2
<PAGE>   6
1.       STATUS OF ORIGINAL NOTE PURCHASE AGREEMENT AND PRIOR AMENDMENTS

         1.1     Except as specifically amended or waived below, the Original
Note Purchase Agreements shall continue in full force and effect and references
to "Notes" therein shall instead be read as references to the Restated Senior
Notes.

         1.2     At Closing hereunder the Prior Amendments shall be replaced
and superseded in their entirety by this Amendment.

2.       ISSUANCE OF RESTATED SENIOR NOTES IN EXCHANGE FOR ORIGINAL SENIOR
         NOTES

         2.1     ISSUANCE.

         The Company has authorized the issuance of Fifteen Million Dollars
($15,000,000) in aggregate principal amount of its Restated Senior Notes due
June 15, 2003 (the "Restated Senior Notes").  The Restated Senior Notes shall
be in the form of Exhibit A hereto, and shall have the terms as herein and
therein provided, and the terms therein provided are incorporated herein by
reference as if set forth herein in full.  At Closing hereunder, the Restated
Senior Notes shall be delivered to the Noteholders in exchange for the Original
Senior Notes, which shall be replaced and superseded by Restated Senior Notes
dated November 1, 1996.  At Closing the Original Senior Notes shall be marked
"CANCELLED" and returned to the Company.

         2.2     INTEREST.

                 (a)      PAYMENT.  Accrued and unpaid interest on the Restated
         Senior Notes shall be payable on the first Business Day of each month
         beginning December 1, 1996.

                 (b)      INTEREST RATE.  The Restated Senior Notes shall bear
         interest at an annual rate:

                            (i)   From November 1, 1996, through December 31,
                 1997, of ten and one-half percent (10.50%);





                                       3
<PAGE>   7
                           (ii)   From January 1, 1998, through March 31, 1998,
                 of ten and three-quarters percent (10.75%); and

                          (iii)   For each fiscal quarter beginning after March
                 31, 1998, at a rate that is one-quarter percent (0.25%) per
                 annum greater than the rate for the next preceding fiscal
                 quarter, but not to exceed eleven and one-half percent
                 (11.50%) per annum.

         2.3      REPAYMENT OF PRINCIPAL.

                  SCHEDULED MANDATORY PRINCIPAL AMORTIZATION PAYMENTS.  The
         Company shall pay, and there shall become due and payable, Two Hundred
         Eight Thousand Three Hundred Thirty-three and 33/100 Dollars
         ($208,333.33) in principal amount of the Restated Senior Notes on the
         first Business Day of each month beginning July 1, 1997, until
         maturity or full repayment of the Restated Senior Notes in accordance
         with the terms hereof.

         2.4     MATURITY DATE.

                 MATURITY DATE.  Unless sooner accelerated pursuant to the terms
         thereof or the terms of the Original Note Purchase Agreement as
         amended hereby or prepaid in full, all then outstanding principal and
         accrued  and unpaid interest on the Restated Senior Notes shall be due
         and  payable in full on June 15, 2003 (the "Maturity Date").

         2.5      CALCULATION AND PAYMENT OF MAKE-WHOLE AMOUNT.

                 (a)      ASSUMED 8.41% INTEREST RATE.  Notwithstanding the
         adjustment to interest rate provided in Section 2.2 above, an interest
         rate of 8.41% per annum, payable semi-annually on June 15 and December
         15 in each year, shall be assumed for the sole purpose of calculating
         any Make-Whole Amount that may come due under the Original Note
         Purchase Agreement as amended hereby.





                                       4
<PAGE>   8
                 (b)      NO MAKE-WHOLE AMOUNT DUE FROM CHANGE IN SCHEDULED
         MANDATORY PRINCIPAL AMORTIZATION PAYMENTS.  No Make-Whole Amount shall
         ever be due on Closing hereunder or as a result of the change in
         scheduled mandatory principal amortization payments from the Original
         Senior Notes to the Restated Senior Notes as provided in Section 2.3
         above.  Otherwise, Make-Whole Amounts shall be due and payable upon
         any optional or mandatory prepayment of principal or repayment of
         principal upon acceleration or demand prior to the Maturity Date.

3.       COLLATERAL

         3.1     COLLATERAL SECURITY.

         The Restated Senior Notes and all obligations of the Company to the
Noteholders under the Original Note Purchase Agreement as amended hereby shall
be guaranteed by those Affiliates and Subsidiaries of the Company listed on
Annex 3 hereto ("Guarantors") and shall be secured by security agreements,
pledges, mortgages, trust deeds and/or other collateral transfer or assignment
documentation (the "Collateral Security Documentation") to TCB as collateral
agent for the Noteholders, the Banks and ABN encumbering in favor of the
Noteholders, the Banks and ABN substantially all of the material assets of the
Company and its Subsidiaries.  Property to be encumbered pursuant to the
Collateral Security Documentation includes, but is not limited to, that
property listed on Exhibit B hereto.  The Collateral Security Documentation and
related collateral documentation is listed on Exhibit C hereto.

         3.2     PRIORITY.

         The liens and security interests to be granted to TCB as collateral
agent for the Noteholders pursuant to Section 3.1 above shall be the same liens
and security interests to be contemporaneously granted in favor of the Banks
and ABN to secure all obligations of the Company to the Banks and ABN for the
Cash Management Liabilities not exceeding $2,000,000.00 at any one time
outstanding and under the Credit Agreement and the ABN





                                       5
<PAGE>   9
Documents.  Such liens and security interests shall be junior only to liens and
security interests in favor of the Banks granted to secure repayment of a new
revolving line of credit to the Company in an aggregate amount not to exceed $4
million at any one time outstanding (the "Senior Secured Loan"), available
until and maturing on June 30, 1997.

4.       FEES AND EXPENSES

         4.1     RESTRUCTURING FEE.

         At Closing hereunder the Company shall pay to each Noteholder other
than Principal Mutual Life Insurance Company a fee ("Note Restructuring Fee")
in an amount equal to one half percent (0.50%) of the principal balance of each
Restated Senior Note to be issued hereunder to it.  A Note Restructuring Fee
shall be paid at such time to Principal Mutual Life Insurance Company in the
amount of six tenths percent (0.60%) of the principal balance of the Restated
Senior Note to be issued hereunder to Principal Mutual Life Insurance Company.

         4.2     EXPENSES.

         The Company shall pay upon presentation of an invoice therefor the
reasonable fees and expenses incurred by the Noteholders in connection with the
debt restructuring which is the subject of this Amendment, including but not
limited to, the reasonable fees and expenses of outside counsel, reasonable
travel expenses, filing and recording fees, postage, courier, copying,
telecopy, telephone expenses and the like.  The Company shall not be
responsible for the fees and expenses of more than one outside law firm for all
Noteholders.

5.       ACKNOWLEDGMENT OF FULL PERFORMANCE; RELEASE; WAIVER OF EXISTING
         DEFAULTS

         5.1     FULL PERFORMANCE BY NOTEHOLDERS AND RELEASE.

         By executing this Amendment the Company confirms and acknowledges that
the Noteholders, and each of them, have fully paid the purchase price for the
Original Senior Notes and the Restated Senior Notes and have fully, fairly and
completely performed each and every obligation of the Noteholders to the
Company owing in connection with the Original Senior





                                       6
<PAGE>   10
Notes and the Restated Senior Notes.  The Company further acknowledges that the
indebtedness evidenced by the Original Senior Notes, before exchanged for the
Restated Senior Notes, and by the Restated Senior Notes, once exchanged for the
Original Senior Notes, is the just indebtedness of the Company, owing to the
Noteholders according to its terms, without defense, setoff or counterclaim.
In consideration of the execution of this Amendment by the Noteholders, the
Company by executing this Amendment releases and waives any claim it might have
as of Closing hereunder against the Noteholders, or any of them, whether known
or unknown, in any way related to the Original Senior Notes, the Original Note
Purchase Agreement, the Restated Senior Notes or this Amendment.

         5.2     WAIVER OF EXISTING KNOWN DEFAULTS.

         The Company has disclosed in writing to the Noteholders all Events of
Default that may  exist under the Original Note Purchase Agreements and the
Original Senior Notes immediately prior to closing under this Amendment.  Each
of the Noteholders, in consideration of the agreements of the Company
hereunder, hereby waives each such default or Event of Default.  The
Noteholders hereby represent and warrant to the Company that, as of Closing
hereunder, they know of no other default or Event of Default under the Original
Note Purchase Agreements, or the Original Senior Notes, and no default or Event
of Default resulting from the execution and delivery of the Restated Senior
Notes, this Amendment, the Collateral Documentation or any of the other
documentation executed and delivered or transactions effected at Closing.  It
is agreed and understood that such waivers of defaults or Events of Default by
the Noteholders shall not constitute a waiver of any other, similar or future
default or Event of Default under the Original Note Purchase Agreements as
amended hereby or the Restated Senior Notes.

6.       CLOSING

         6.1     TIME AND PLACE.





                                       7
<PAGE>   11
         The closing ("Closing") of the Company's exchange of the Original
Senior Notes for the Restated Senior Notes will be held on November 13, 1996
(the "Closing Date") at 10:00 a.m., local time, at the office of Andrews &
Kurth, Houston, Texas.  At the Closing the Company will exchange the Restated
Senior Notes for the Original Senior Notes held by the Noteholders in the
principal amounts indicated on Exhibit D hereto.

         6.2     DOCUMENTS TO BE DELIVERED AT CLOSING.

         At the Closing the Company will deliver to the Noteholders or their
agents, duly executed by the Company where appropriate, the following documents
and things:

                 (a)      This Amendment;

                 (b)      The Restated Senior Notes;

                 (c)      Copies of the Collateral Security Documentation;

                 (d)      The Note Restructuring Fee and payment of all
         expenses of Noteholders as provided in Section 4.2 above;

                 (e)      Payment of all accrued interest due the Noteholders
         through Closing;

                 (f)      The opinion of Liddell, Sapp, Zivley, Hill & LaBoon,
         L.L.P. addressed to Noteholders substantially in the form of Exhibit
         E hereto;

                 (g)      Secretary's Certificate from the Company in the form
         of Exhibit F attaching copies of board resolutions authorizing entry
         into this Amendment, issuance of the Restated Senior Notes and related
         matters; any amendments to Company Articles and Bylaws since June 1,
         1993; and as to the incumbency of officers authorized to sign
         documents for the Company and Guarantors in connection with Closing;

                 (h)      An Officer's Closing Certificate in the form of
         Exhibit G concerning accuracy of warranties of the Company and other
         matters at and as of the Closing Date;





                                       8
<PAGE>   12
                 (i)      Copies of all amendments or supplements to the Credit
         Agreement and all documents relating to the Senior Secured Loan;

                 (j)      Copies of all amendments or supplements to the ABN
         Documents; and

                 (k)      Good Standing Certificates for the Company and each
         Affiliate listed on Exhibit H hereto.

         At the Closing the Noteholders will deliver to the Company or its
agents the Original Senior Notes marked "CANCELLED".

         6.3     CONDITIONS TO CLOSING.

         The Noteholders' obligation at Closing to exchange the Original Senior
Notes for the Restated Senior Notes is subject to the following conditions
precedent to be met at or prior to Closing and upon Closing such conditions
shall be deemed satisfied or if not satisfied, deemed waived:

                 (a)      The Noteholders shall have received each of the
         documents identified in Section 6.2 above, and any other documents
         relating thereto which Noteholders may reasonably request, each in
         form and content satisfactory to the Noteholders and their counsel;

                 (b)      All amounts due for interest accrued and unpaid
         through the date of Closing, the Note Restructuring Fee, and
         reimbursement of fees and expenses to the Noteholders under Section
         4.2 shall be paid to the Noteholders;

                 (c)      Noteholders shall be satisfied in their sole
         discretion with the credit restructuring arrangements reached between
         the Company and the Banks and between the Company and ABN;

                 (d)      No default or condition which would constitute a
         default with the giving of notice and/or the passage of time, except
         those that are the subject of a written waiver as called for in
         Section 5.2, shall exist under the Original Note Purchase





                                       9
<PAGE>   13
         Agreement as amended hereby, the Credit Agreement, as amended, or the
         ABN Documents, as amended;

                 (e)      An intercreditor and collateral agency agreement or
         agreements, on terms satisfactory to Noteholders, shall be entered
         into by and among the Noteholders, the Banks, and ABN relating to the
         rights and obligations among said creditors in dealing with the
         Company and collateral for the Company's obligations to said
         creditors; and

                 (f)      All proceedings taken in connection with the issuance
         and exchange of the Restated Senior Notes for the Original Senior
         Notes and all documents and papers relating thereto shall be
         satisfactory to the Noteholders and their counsel.  The Noteholders
         and their counsel shall have received copies of such documents and
         papers as they may reasonably request in connection therewith, all in
         form and substance satisfactory to the Noteholders and their counsel.

7.       WARRANTIES AND REPRESENTATIONS

         The Company hereby supplements and modifies the warranties and
representations contained in Article 2 of the Original Note Purchase Agreement
as follows:

         7.1     RESTATEMENT OF CERTAIN WARRANTIES AND REPRESENTATIONS.

         The Company hereby restates as of Closing hereunder, with the
modifications specified below, the warranties and representations contained in
Section 2.4 ("Title to Properties"), Section 2.5 ("Taxes"), Section 2.6
("Pending Litigation"), Section 2.8 ("Corporate Organization and Authority"
except as to the good standing of Mac-Tech, Inc.), Section 2.9 ("Charter
Instruments, Other Agreements"), Section 2.10 ("Restrictions on Company and
Subsidiaries"), Section 2.11 ("Compliance with Laws"), and Section 2.13
("Environmental Compliance") of the Original Note Purchase Agreement.

                 (a)      SECTION 2.4(a).  The reference to Annex 3 shall be to
         Annex 1 of this Amendment;

                 (b       SECTION 2.5.





                                       10
<PAGE>   14
                          (i)     The reference in subsection (a)(ii) to
                                  "fiscal years 1990 through 1992" is replaced
                                  with "fiscal years 1993 through 1995";
                          (ii)    The references to Annex 3 in subsections
                                  (b)(i) and (ii) shall be to Annex 1 of this
                                  Amendment;

                 (c)      SECTION 2.8(d).  The reference to Annex 3 shall be to
         Annex 3 of this Amendment;

                 (d)      SECTION 2.9.  The reference to absence of defaults
         and violations of the terms of agreements or instruments is subject to
         receiving the waivers to be given in connection with Closing
         hereunder; and

                 (e)      SECTION 2.10(b).  The reference to Annex 3 shall be
         to Annex 2 of this Amendment.

         7.2     FINANCIAL STATEMENTS; INDEBTEDNESS; MATERIAL ADVERSE CHANGE.

                 (a)      FINANCIAL STATEMENTS.  The Company has provided the
         Noteholders with its financial statements described in Annex 1 hereto.
         Such financial statements have been prepared in accordance with
         generally accepted accounting principles consistently applied, and
         present fairly, in all material respects, the consolidated financial
         position of the Company and its consolidated subsidiaries as of such
         dates and the results of its operations and cash flows for such
         periods.

                 (b)      INDEBTEDNESS.  Annex 2 hereto lists all indebtedness
         of the Company and the Restricted Subsidiaries as of the Closing Date,
         and provides the following information with respect to each item of
         such indebtedness:  the holder thereof and type thereof; the
         outstanding amount; the current portion; and the collateral securing
         such indebtedness, if any.

                 (c)      MATERIAL ADVERSE CHANGE.  Since June 30, 1996, there
         has been no change in the business, prospects, profits, Properties or
         condition (financial or





                                       11
<PAGE>   15
         otherwise) of the Company and its Restricted Subsidiaries taken as a
         whole except (i) changes in the ordinary course of business that, in
         the aggregate for all such changes, could not reasonably be expected
         to have a Material Adverse Effect, and (ii) changes that have been
         disclosed in writing to the Noteholders.

         7.3     SUBSIDIARIES AND AFFILIATES.

         Annex 3 hereto sets forth the information for Subsidiaries and
Affiliates called for in Section 2.3(a) of the Original Note Purchase
Agreement, amended to be accurate as of the Closing Date hereunder.

         7.4     FULL DISCLOSURE.

         None of the financial statements referred to in Section 7.2 above,
this Amendment, and any written statement furnished by or on behalf of the
Company to the Noteholders in connection with the negotiation or closing of the
sale of the Restated Senior Notes, taken as a whole, contains any untrue
statement of material fact or omits a material fact necessary to make the
statements contained therein and herein not misleading.  There is no fact that
the Company has not disclosed to the Noteholders in writing that has had or, so
far as the Company can now reasonably foresee, could reasonably be expected to
have a Material Adverse Effect.

         7.5     SALE OF RESTATED SENIOR NOTES IS LEGAL AND AUTHORIZED;
                 OBLIGATIONS ARE ENFORCEABLE.

         The Company hereby represents and warrants to the Noteholders, with
respect to this Amendment and the Restated Senior Notes, each of those matters
set forth in Section 2.14 of the Original Note Purchase Agreement except to the
extent said Section relates to creation of liens against property of the
Company or Subsidiaries.





                                       12
<PAGE>   16
         7.6     GOVERNMENTAL CONSENT TO SALE OF RESTATED SENIOR NOTES.

         The Company hereby represents and warrants to the Noteholders, with
respect to the Restated Senior Notes, each of those matters set forth in
Section 2.15 of the Original Note Purchase Agreement except as required by the
Collateral Documentation.

         7.7     NO DEFAULT AT CLOSING.
         Upon receipt of the waivers referred to in Section 5.2 above and
waivers from the Banks and ABN to be delivered at Closing, no event has
occurred and no condition exists that upon the execution and delivery of this
Amendment and the exchange of the Restated Senior Notes for the Original Senior
Notes, would constitute a Default or an Event of Default.

8.       REGISTRATION; EXCHANGE; SUBSTITUTION OF RESTATED SENIOR NOTES.

         The Company hereby makes and restates with respect to the Restated
Senior Notes each of the agreements and undertakings contained in Article 5 of
the Original Note Purchase Agreement with respect to the Original Senior Notes.

9.       COVENANTS.

         9.1     PRIOR COVENANTS.

         The Company reaffirms as of the Closing Date hereunder each of the
covenants, except as specifically amended below, contained in Article 6 of the
Original Note Purchase Agreement and, in connection with entry into this
Amendment and issuance of the Restated Senior Notes makes the following
additional and supplemental covenants.

         9.2     CONSOLIDATED NET WORTH.

         The Company's covenant concerning consolidated net worth contained in
Section 6.4 of the Original Note Purchase Agreement is replaced in its entirety
with the following:

                          6.4     CONSOLIDATED NET WORTH.

                          Through the fiscal quarter ending December 31, 1997,
                 the Company will not permit Consolidated Net Worth, determined
                 as of the end of each fiscal quarter of the Company, to be
                 less than the following amounts:





                                       13
<PAGE>   17
<TABLE>
================================================================================
        <S>           <C>         <C>        <C>         <C>          <C>
         Quarter
          Ended       12-31-96     3-31-97    6-30-97     9-30-97     12-31-97
--------------------------------------------------------------------------------
         Amount        $38.5        $39.0      $39.5       $40.0        $40.5
     (in millions)

================================================================================
</TABLE>

                 Following the fiscal quarter ending December 31, 1997, the
                 Company will not at any time permit Consolidated Net Worth,
                 determined as of the end of the fiscal quarter of the Company
                 then most recently ended, to be less than the sum of

                                  (a)     Forty Million Five Hundred Thousand
                          Dollars ($40,500,000), plus

                                  (b)     the sum of the Fiscal Quarter Net
                          Worth Increase Amounts for all fiscal quarters of the
                          Company ended during the period beginning January 1,
                          1998 and ending at such time.

                 "Consolidated Net Worth" means total assets minus total
                 liabilities of the Company and the Restricted Subsidiaries,
                 determined on a consolidated basis for such Persons in
                 accordance with GAAP.

                 "Fiscal Quarter Net Worth Increase Amount" means, for any
                 fiscal quarter of the Company, the greater of

                                        (i)  fifty percent (50%) of
                          Consolidated GAAP Net Income for such fiscal quarter,
                          and

                                        (ii)  Zero Dollars ($0).

         9.3     FIXED CHARGE COVERAGE.

         The Company's covenant with respect to fixed charge coverage contained
in Section 6.5 of the Original Note Purchase Agreement is hereby replaced in
its entirety with the following:

                          6.5     FIXED CHARGE COVERAGE.

                          Determined as of the end of each fiscal quarter of
                 the Company beginning December 31, 1996, the Company will not
                 permit the ratio of

                                  (a)     EBITDA for the period of four (4)
                          consecutive fiscal quarters of the Company then most
                          recently ended

                 to





                                       14
<PAGE>   18
                                  (b)     The sum of required principal
                          payments on all Debt (excluding obligations in
                          respect of Capital Leases), plus required interest
                          payments, all calculated for the preceding four (4)
                          fiscal quarters

                 to be less than the following ratios:
<TABLE>
================================================================================
         <S>            <C>          <C>         <C>         <C>        <C>
         4 Quarters
           Ended        12-31-96     3-31-97     6-30-97     9-30-97    12-31-97
--------------------------------------------------------------------------------
           Ratio         1.34:1      1.46:1      2.32:1      1.82:1      2.50:1
================================================================================
</TABLE>

                 provided however, the non-cash charge related to the R.W.
                 Krajicek Note shall not be included in making these
                 calculations.

                 For each four consecutive fiscal quarters ending each quarter
                 after December 31, 1997, the Company will not permit such
                 ratio to be less than 2.25 to 1.

         9.4     LEVERAGE RATIO.

         The Company's covenant with respect to leverage ratio contained in
Section 6.6 of the Original Note Purchase Agreement is hereby replaced in its
entirety with the following:

                          6.6     LEVERAGE RATIO.

                          The Company will not at any time permit the ratio of

                                  (a)     Consolidated Debt, determined as of
                          the end of the fiscal quarter of the Company then
                          most recently ended,

                 to

                                  (b)     Consolidated Capitalization,
                          determined as of the end of such fiscal quarter to
                          exceed the following ratios:
<TABLE>
================================================================================
          <S>        <C>          <C>        <C>         <C>         <C>
          Quarter
           Ended     12-31-96     3-31-97    6-30-97     9-30-97     12-31-97
--------------------------------------------------------------------------------
           Ratio      0.50:1      0.50:1      0.50:1     0.45:1       0.45:1
================================================================================
</TABLE>

                 For each fiscal quarter ending after December 31, 1997, the
                 Company shall not permit such ratio to exceed 0.45 to 1.0.





                                       15
<PAGE>   19
         9.5     FUNDED DEBT.

         The Company's covenant with respect to Funded Debt contained in
Section 6.7 of the Original Note Purchase Agreement is hereby replaced in its
entirety with the following:

                          6.7     FUNDED DEBT.

                          The Company will not, and will not permit any
                 Restricted Subsidiary to, at any time after issuance of the
                 Restated Senior Notes incur or in any other manner become
                 liable in respect of any Funded Debt (other than Funded Debt
                 of a Restricted Subsidiary to the Company) except,

                                  (a)     guaranties of any Indebtedness of any
                          Person not to exceed in the aggregate $250,000.00,
                          provided that such limitation shall not apply to a
                          guaranty of any Indebtedness of F.C. Schaffer, the
                          FINCHAA Project or any Indebtedness related thereto
                          or Indebtedness to the Banks;

                                  (b)     Indebtedness secured by Purchase
                          Money Liens incurred in connection with acquisition
                          of tangible assets from any third party not to exceed
                          $250,000.00 in the aggregate during the term hereof;
                          and

                                  (c)     renewals and extensions (in the same
                          or lesser principal amount on similar terms and
                          conditions) of any Indebtedness listed in
                          subparagraphs (a) and (b) of this Section 6.7.

         9.6     RESTRICTED SUBSIDIARY INDEBTEDNESS.

         The Company's covenant with respect to Restricted Subsidiary
Indebtedness in Section 6.8 of the Original Note Purchase Agreement is hereby
replaced in its entirety with the following:

                          6.8     RESTRICTED SUBSIDIARY INDEBTEDNESS.

                          The Company will not at any time permit the sum of

                                  (a)     Total Restricted Subsidiary
                          Indebtedness at such time, plus, without duplication,

                                  (b)     the aggregate amount of all (i)
                          Indebtedness and (ii) other obligations, in each case
                          outstanding at such time and secured by Liens
                          permitted by Section 6.9(a),

                 to exceed ten percent (10%) of Consolidated Capitalization at
                 such time.





                                       16
<PAGE>   20
         9.7     LIENS.

         The Company's covenant with respect to restriction of Liens contained
in subparagraph 6.9(a) of the Original Note Purchase Agreement is hereby
replaced in its entirety with the following:

                                  (a)     LIENS.  Neither the Company nor any
                          Subsidiary will create, incur, assume or suffer to
                          exist any Lien upon or with respect to any of its
                          property or assets of any kind whether now owned or
                          hereafter acquired, except

                                  (i)     Liens existing on the date of Closing
                          and listed on Annex 2 and Liens granted in connection
                          with Closing in favor of the Noteholders, the Banks
                          and ABN;

                                  (ii)    Liens for taxes, assessments, levies
                          or other governmental charges not yet due or which
                          are being contested in good faith by appropriate
                          proceedings and for which adequate reserves are
                          maintained in accordance with GAAP;

                                  (iii)   Liens in connection with worker's
                          compensation, unemployment insurance or other social
                          security, old age pension or public liability
                          obligations not yet due or which are being contested
                          in good faith by appropriate proceedings and for
                          which adequate reserves are maintained in accordance
                          with GAAP;

                                  (iv)    Operators', vendors', carriers',
                          warehousemen's, repairmen's, mechanics', workers',
                          materialmen's or other like Liens arising by
                          operation of law in the ordinary course of business
                          (or deposits to obtain the release of any such Lien)
                          and securing amounts not yet due or which are being
                          contested in good faith by appropriate proceedings
                          and for which adequate reserves are maintained in
                          accordance with GAAP;

                                  (v)     deposits to secure insurance in the
                          ordinary course of business;

                                  (vi)    deposits to secure the performance of
                          bids, tenders, contracts (other than contracts for
                          the payment of money or the deferred purchase price
                          of goods or services), leases, licenses, franchises,
                          trade contracts, statutory obligations, surety and
                          appeal bonds and performance bonds and other
                          obligations of a like nature incurred in the ordinary
                          course of business;

                                  (vii)  easements, rights of way, covenants,
                          restrictions, reservations, exceptions,
                          encroachments, zoning and similar restrictions and
                          other similar encumbrances (other than to secure the
                          payment of borrowed money or the deferred purchase
                          price of goods or services) or title defects, in each
                          case incurred in the





                                       17
<PAGE>   21
                          ordinary course of business which, in the aggregate,
                          are not substantial in amount, and which do not in
                          any case singly or in the aggregate materially
                          detract from the value or usefulness of the property
                          subject thereto for the business conducted by the
                          Company and its Subsidiaries or materially interfere
                          with the ordinary conduct of the business of the
                          Company and its Subsidiaries;

                                  (viii)  bankers' liens arising by operation
                          of law;

                                  (ix)    inchoate Liens arising under ERISA to
                          secure contingent liabilities of the Company and its
                          Subsidiaries;

                                  (x)     liens on assets of Subsidiaries to
                          secure indebtedness to the Company, provided same are
                          collaterally assigned to the Collateral Agent,
                          provided further, such liens may be incurred only to
                          the extent the underlying Indebtedness is otherwise
                          permitted under the terms of this Amendment; and

                                  (xi)    any renewal, extension or replacement
                          of any Lien referred to in subparagraph (a)(i)
                          through (x) above; provided, that no Lien arising or
                          existing as a result of such extension, renewal or
                          replacement shall be extended to cover any property
                          not theretofore subject to the Lien being extended,
                          renewed or replaced and provided further that the
                          principal amount of the Indebtedness secured thereby
                          shall not exceed the principal amount of the
                          Indebtedness so secured at the time of such
                          extension, renewal or replacement.


         9.8     RESTRICTED PAYMENTS AND RESTRICTED INVESTMENTS.

         The Company's covenant with respect to Restricted Payments and
Restricted Investments contained in Section 6.10 of the Original Note Purchase
Agreement is hereby replaced in its entirety with the following:

                          6.10    RESTRICTED PAYMENTS AND RESTRICTED
                                  INVESTMENTS.

                          The Company will not, and will not permit any
                 Restricted Subsidiary to, declare or make any Restricted
                 Payment or make any Restricted Investment, except dividends
                 with respect to ST Piping, Inc. in accordance with contractual
                 obligations existing on the date hereof.





                                       18
<PAGE>   22
         9.9     MERGER, CONSOLIDATION, ETC.

         The Company's covenant with respect to merger and related matters
contained in Section 6.11 of the Original Note Purchase Agreement is hereby
amended by deletion of subparagraph (b) in its entirety.

         9.10    TRANSFER OF PROPERTY, ETC.

         The Company's covenant with respect to transfers of property, etc.
contained in Section 6.12 of the Original Note Purchase Agreement is hereby
replaced in its entirety with the following:

                          6.12     TRANSFERS OF PROPERTY, RESTRICTED SUBSIDIARY
                                   STOCK.

                                   (a)     TRANSFERS OF PROPERTY.  The Company
                          will not,  and will not permit any Restricted
                          Subsidiary to, sell (including, without limitation,
                          any sale and subsequent leasing as lessee of such
                          Property), lease as lessor, transfer or otherwise
                          dispose of any Property (collectively referred to as
                          "Transfers"), except:

                                    (i)   Transfers of inventory and of
                          obsolete or worn out Property, in each case in the
                          ordinary course of business of the Company or such
                          Restricted Subsidiary;

                                   (ii)   Transfers from the Company to a
                          Wholly-Owned Restricted Subsidiary;

                                  (iii)   Transfers from a Restricted
                          Subsidiary to the Company or to a Wholly-Owned
                          Restricted Subsidiary;

                                   (iv)   any other Transfer of Property at any
                          time to a Person, other than an Affiliate, for an
                          Acceptable Consideration if:

                                          (A)  the sum of

                                              (1)  the greater of (x) the Fair
                                          Market Value of such Property and (y)
                                          the current book value of such
                                          Property, plus

                                              (2)  the aggregate of the amounts
                                          representing, in each case, the
                                          greater of the Fair Market Value or
                                          the book value of each other item of
                                          Property of the Company and the
                                          Restricted Subsidiaries Transferred
                                          (other than in Excluded Transfers)
                                          after the Closing Date, would not
                                          exceed ten percent (10%) of
                                          Consolidated Net





                                       19
<PAGE>   23
                                          Tangible Assets determined as of the
                                          date of such Transfer;

                                          (B)  the sum of

                                               (1)    the Operating Income
                                          Contribution Percentage of such
                                          Property plus

                                               (2)    the Operating Income
                                          Contribution Percentage of all other
                                          Property of the Company and the
                                          Restricted Subsidiaries Transferred
                                          (other than in Excluded Transfers)
                                          after the Closing Date, would not
                                          exceed ten percent (10%); and

                                          (C)  immediately before and after the
                                  consummation of such Transfer, and after
                                  giving effect thereto, no Default or Event of
                                  Default would exist;

                 provided, that any Transfer of Property shall be excluded for
                 purposes of the foregoing clauses (iv)(A) and (iv)(B), if,
                 within two hundred forty (240) days after such Transfer, the
                 entire proceeds of such Transfer, net of reasonable and
                 ordinary transaction costs and expenses incurred in connection
                 with such Transfer, are applied by the Company or such
                 Restricted Subsidiary to:

                                  (y)     invest in new operating assets of a
                          similar nature of the Company or any Restricted
                          Subsidiary; or

                                  (z)     pay, prior to its scheduled maturity,
                          ratably to all holders thereof based on the then
                          outstanding aggregate principal amount thereof,
                          Qualified Senior Funded Debt, together with any
                          Make-Whole Amount or premium required to be paid in
                          connection therewith pursuant to Section 4.2 hereof
                          or pursuant to any applicable provisions of any other
                          agreement with respect to Qualified Senior Funded
                          Debt;

                 further provided, that any Material Subsidiary organized under
                 the laws of Germany may sell, transfer or convey any of its
                 properties and assets for Fair Market Value (whether in one
                 transaction or in a series of transactions) to any Person if
                 the proceeds of any such sale, transfer or conveyance are
                 immediately distributed by such Material Subsidiary to the
                 Company or a Guarantor and held by the Collateral Agent in an
                 account at the Collateral Agent which is subject to a lien or
                 security interest in favor of the Collateral Agent.

                          (b)     TRANSFERS OF RESTRICTED SUBSIDIARY STOCK.
                 The Company will not, and will not permit any Restricted
                 Subsidiary to, Transfer any shares of the stock (or any
                 warrants, rights or options to purchase stock or other
                 Securities exchangeable for or convertible into stock) of a
                 Restricted Subsidiary (such stock, warrants, rights, options
                 and other





                                       20
<PAGE>   24
                 Securities herein called "Restricted Subsidiary Stock"), nor
                 will any Restricted Subsidiary issue, sell or otherwise
                 dispose of any shares of its own Restricted Subsidiary Stock,
                 provided that the foregoing restrictions do not apply to:

                                  (i)          the issuance by a Restricted
                          Subsidiary of shares of its own Restricted Subsidiary
                          Stock to the Company or a Wholly-Owned Restricted
                          Subsidiary;

                                   (ii)        Transfers (other than leases) by
                          the Company or a Restricted Subsidiary of shares of
                          Restricted Subsidiary Stock to the Company or to a
                          Wholly- Owned Restricted Subsidiary;

                                  (iii)        the issuance by a Restricted
                          Subsidiary of directors' qualifying shares; and

                                   (iv)        the Transfer of all of the
                          Restricted Subsidiary Stock of a Restricted
                          Subsidiary owned by the Company and the other
                          Restricted Subsidiaries if:

                                        (A)    such Transfer satisfies the
                                  requirements of Section 6.12(a) hereof;

                                        (B)    in connection with such Transfer
                                  the entire Investment (whether represented by
                                  stock, Indebtedness, claims or otherwise) of
                                  the Company and the other Restricted
                                  Subsidiaries in such Restricted Subsidiary is
                                  Transferred to a Person other than the
                                  Company or a Restricted Subsidiary not being
                                  simultaneously disposed of;

                                        (C)  the Restricted Subsidiary being
                                  disposed of has no continuing Investment in
                                  any other Restricted Subsidiary not being
                                  simultaneously disposed of or in the Company;
                                  and

                                        (D)  immediately before and after the
                                  consummation of such Transfer, and after
                                  giving effect thereto, no Default or Event of
                                  Default would exist.

                 For purposes of determining the book value of Property
                 constituting Restricted Subsidiary Stock being Transferred as
                 provided in clause (iv) immediately above, such book value
                 shall be deemed to be the aggregate book value of the Property
                 of the Restricted Subsidiary that shall have issued such
                 Restricted Subsidiary Stock.





                                       21
<PAGE>   25
         9.11    TRANSACTIONS WITH AFFILIATES.

         The Company's covenant with respect to Transactions with Affiliates
contained in Section 6.15 of the Original Note Purchase Agreement is hereby
replaced in its entirety with the following:

                     6.15    TRANSACTIONS WITH AFFILIATES.

                          The Company will not, and will not permit any
                 Restricted Subsidiary to, enter into any transaction,
                 including, without limitation, the purchase, sale or exchange
                 of Property or the rendering of any service, with any
                 Affiliate, except in the ordinary course of and pursuant to
                 the reasonable requirements of the Company's or such
                 Restricted Subsidiary's business and upon fair and reasonable
                 terms no less favorable to the Company or such Restricted
                 Subsidiary than would obtain in a comparable arm's-length
                 transaction with a Person not an Affiliate.

         9.12    CONSOLIDATED EBITDA.

         The following covenant shall be added as Section 6.19 of the Original
Note Purchase Agreement concerning achieving earnings:

                          6.19    CONSOLIDATED EBITDA.

                          Through the fiscal quarter ending December 31, 1997,
                 the Company will not at any time permit Consolidated EBITDA
                 for the period of four (4) consecutive fiscal quarters of the
                 Company, determined as of the end of each fiscal quarter of
                 the Company, to be less than the following amounts:

<TABLE>
================================================================================
<S>           <C>         <C>       <C>          <C>         <C>

Quarter
Ended        12-31-96     3-31-97    6-30-97     9-30-97     12-31-97
--------------------------------------------------------------------------------
Amount         $4.0        $5.0       $7.1        $9.0         $11.0
(in millions)
================================================================================
</TABLE>

                 provided however, the non-cash charge related to the R.W.
                 Krajicek Note shall not be included in making these
                 calculations.

                 Following the fiscal quarter ending December 31, 1997, the
                 Company shall not permit Consolidated EBITDA for any period of
                 four (4) consecutive fiscal quarters of the Company to be less
                 than $11.0 million.

         9.13    CONSOLIDATED CAPITAL EXPENDITURES.

         The following covenant shall be added as Section 6.20 of the Original
Note Purchase Agreement concerning capital expenditures:





                                       22
<PAGE>   26
                          6.20    CONSOLIDATED CAPITAL EXPENDITURES.

                          Through the fiscal quarter ending December 31, 1997,
                 the Company will not permit Consolidated Capital Expenditures
                 for each fiscal quarter to exceed the following amounts:

<TABLE>
================================================================================
      <S>            <C>          <C>          <C>        <C>         <C>
        Quarter
         Ended       12-31-96     3-31-97      6-30-97    9-30-97     12-31-97
--------------------------------------------------------------------------------
        Amount         $250        $250         $250       $500         $500
          (in
      thousands)
================================================================================
</TABLE>

                 Following the fiscal quarter ending December 31, 1997, the
                 Company shall not permit Consolidated Capital Expenditures for
                 any fiscal quarter to exceed $500 thousand.

10.      INFORMATION AND CERTIFICATES

         The Company agrees that it shall continue to provide to the holders of
the Restated Senior Notes the information, certificates and access for
inspection that was to be provided to holders of the Original Senior Notes
pursuant to Article 7 of the Original Note Purchase Agreement, in addition to
the following.

         10.1    ADDITIONAL FINANCIAL AND BUSINESS INFORMATION.

         Subparagraphs (l) and (m) are added to Section 7.1 "Financial and
Business Information" as follows:

                                  (l)     MONTHLY STATEMENTS -- as soon as
                          practicable after the end of each monthly fiscal
                          period in each fiscal year of the Company (other than
                          the last monthly fiscal period of each fiscal quarter
                          of the Company) and in any event within forty (40)
                          days with respect to cash flows and with respect to
                          other reports within thirty (30) days, duplicate
                          copies of

                                  (i)  a consolidated balance sheet of the
                                  Company and its subsidiaries and of the
                                  Company and the Restricted Subsidiaries as at
                                  the end of such month, and

                                  (ii) consolidated statements of income,
                                  changes in stockholders' equity and cash
                                  flows of the Company and its subsidiaries and
                                  of the Company and the Restricted
                                  Subsidiaries for such month and for the
                                  portion of the fiscal year ending with such
                                  month,





                                       23
<PAGE>   27
                                  setting forth in each case in reasonable
                                  detail, prepared in accordance with GAAP,
                                  subject to changes resulting from year-end
                                  adjustments.

                                  (m)     DUPLICATE REPORTS --
                          contemporaneously with transmitting required
                          financial and/or business reports to the Banks or
                          ABN, copies of the same.

11.      EVENTS OF DEFAULT

         Except as waived in Section 5.2 above and as specifically modified
below, all Events of Default and remedies shall apply to the Restated Senior
Notes as provided for the Original Senior Notes in Article 8 of the Original
Note Purchase Agreement.

         11.1    NATURE OF EVENTS.

         Section 8.1 of the Original Note Purchase Agreements is deleted in its
entirety and replaced with the following:

                          8.1     NATURE OF EVENTS.

                          An "Event of Default" shall exist if any of the
                 following occurs and is continuing:

                                  (a)     PRINCIPAL OR MAKE-WHOLE AMOUNT
                          PAYMENTS -- the Company shall fail to make any
                          payment of principal or Make-Whole Amount on any
                          Restated Senior Note on or before the date such
                          payment is due;

                                  (b)     INTEREST PAYMENTS -- the Company
                          shall fail to make any payment of interest on any
                          Restated  Senior Note on or before the date such
                          payment is due;

                                  (c)     NON PAYMENT DEFAULTS -- the Company
                          or any Subsidiary shall fail to perform or observe
                          any covenant or the Company or any Subsidiary shall
                          fail to comply with any other provision hereof;

                                  (d)     DRAFTS ON ABN LETTERS OF CREDIT --
                          any draft or other demand for payment is made under
                          any ABN Letter of Credit;

                                  (e)     WARRANTIES OR REPRESENTATIONS -- any
                          warranty, representation or other statement by or on
                          behalf of the Company contained herein or in any
                          certificate or instrument furnished in compliance
                          with or in reference hereto shall have been false or
                          misleading in any material respect when made;





                                       24
<PAGE>   28
                                  (f)     DEFAULT ON INDEBTEDNESS OR SECURITY
--

                                  (i)     the Company or any Restricted
                          Subsidiary shall fail to make any payment on any
                          Indebtedness or any Security when due; or

                                  (ii)    any event shall occur or any
                          condition shall exist in respect of any Indebtedness
                          or any Security of the Company or any Restricted
                          Subsidiary, or under any agreement securing or
                          relating to any such Indebtedness or Security, that
                          immediately or with any one or more of the passage of
                          time or the giving of notice:

                                        (A)  causes (or permits any one or more
                                  of the holders thereof or a trustee therefor
                                  to cause) such Indebtedness or Security, or a
                                  portion thereof, to become due prior to its
                                  stated maturity or prior to its regularly
                                  scheduled date or dates of payment; or

                                        (B)  permits any one or more of the
                                  holders thereof or a trustee therefor to
                                  require the Company or any Restricted
                                  Subsidiary to repurchase such Indebtedness or
                                  Security from such holder and any such holder
                                  or trustee exercises (or attempts to
                                  exercise) such right;

                          in all respects without giving effect to any
                          amendment or waiver thereof after the date hereof,
                          and provided that the aggregate amount of all
                          obligations in respect of all such Indebtedness and
                          Securities referred to in this clause (f) exceeds at
                          any time Five Hundred Thousand Dollars ($500,000);

                                  (g)     INVOLUNTARY BANKRUPTCY PROCEEDINGS --

                                  (i)     a receiver, liquidator, custodian or
                          trustee of the Company or any Restricted Subsidiary,
                          or of all or any part of the Property of either,
                          shall be appointed by court order and such order
                          shall remain in effect for more than sixty (60) days,
                          or an order for relief shall be entered with respect
                          to the Company or any Restricted Subsidiary, or the
                          Company or any Restricted Subsidiary shall be
                          adjudicated a bankrupt or insolvent;

                                  (ii)  any of the Property of the Company or
                          any Restricted Subsidiary shall be sequestered by
                          court order and such order shall remain in effect for
                          more than sixty (60) days; or

                                  (iii)  a petition shall be filed against the
                          Company or any Restricted Subsidiaries under any
                          bankruptcy, reorganization, arrangement, insolvency,
                          readjustment of debt, dissolution or liquidation law
                          of any jurisdiction, whether now or hereafter in





                                       25
<PAGE>   29
                          effect, and shall not be dismissed within sixty (60)
                          days after such filing;

                                  (h)      VOLUNTARY PETITIONS -- the Company
                          or any Restricted Subsidiary shall file a petition in
                          voluntary bankruptcy or seeking relief under any
                          provision of any bankruptcy, reorganization,
                          arrangement, insolvency, readjustment of debt,
                          dissolution or liquidation law of any jurisdiction,
                          whether now or hereafter in effect, or shall consent
                          to the filing of any petition against it under any
                          such law;

                                  (i)      ASSIGNMENTS FOR BENEFIT OF
                          CREDITORS, ETC. -- the Company or any Restricted
                          Subsidiary shall make an assignment for the benefit
                          of its creditors, or admits in writing its inability,
                          or fails, to pay its debts generally as they become
                          due, or shall consent to the appointment of a
                          receiver, liquidator or trustee of the Company or any
                          Restricted Subsidiary or of all or any part of the
                          Property of either; or

                                  (j)      UNDISCHARGED FINAL JUDGMENTS -- a
                          final judgment or final judgments for the payment of
                          money aggregating in excess of Five Hundred Thousand
                          Dollars ($500,000) is or are outstanding against any
                          one or more of the Company and the Restricted
                          Subsidiaries and any one of such judgments shall have
                          been outstanding for more than thirty (30) days from
                          the date of its entry and shall not have been
                          discharged in full or stayed.

                 If any action, condition, event or other matter would, at any
                 time, constitute an Event of Default under any provision of
                 this Section 8.1, then an Event of Default shall exist,
                 regardless of whether the same or a similar action, condition,
                 event or other matter is addressed in a different provision of
                 this Section 8.1 and would not constitute an Event of Default
                 at such time under such different provision.

12.      TERMS DEFINED

         The following terms shall have the added or amended meanings to those
specified in Section 9.1 of the Original Note Purchase Agreement.

         12.1    RESTRICTED INVESTMENTS.

         The definition of "Restricted Investments" appearing at pages 56 and
57 of the Original Note Purchase Agreement is hereby amended by deleting
subparagraph (h) thereof appearing at page 57.





                                       26
<PAGE>   30
         12.2    CONSOLIDATED EBITDA.

         Consolidated EBITDA - means, for any period, the consolidated pre-tax
income for such period, plus the aggregate amount which was deducted for such
period in determining consolidated pre-tax income in respect of interest
expense (including amortization of debt discount, imputed interest and
capitalized interest), plus depreciation and amortization, plus income
attributable to any minority interest in any Person, for so long as said Person
remains a Guarantor, provided, the calculations of EBITDA for the period up to
and including September 30, 1996, but not thereafter, shall be based on
consolidated, pre-tax income from continuing operations only and shall exclude
all special charges and non-recurring write downs; for periods after September
30, 1996 such calculations shall include all special charges and all
non-continuing operations.

         12.3    CONSOLIDATED CAPITAL EXPENDITURES.

         Consolidated Capital Expenditures - means all payments for or Debt
incurred in connection with fixed assets or improvements or for replacements,
substitutions or additions thereto, that have a useful life of more than one
year and which are required to be capitalized under GAAP.

         12.4    R.W. KRAJICEK NOTE.

         The R.W. Krajicek Note - means that certain promissory note to Richard
W. Krajicek payable by the Company, due November, 1999, bearing 8 percent
interest, given to satisfy the Company's obligation to pay the "short-fall" as
that term is used in paragraph 17 of that certain consulting agreement between
the Company and R. W. Krajicek dated August 9, 1995.





                                       27
<PAGE>   31
         Executed by the Company and the holders of all of the Original Senior
Notes as of the date above first written.


<TABLE>
<S>                                                          <C>
  PRINCIPAL MUTUAL LIFE                                      SERV-TECH, INC.
  INSURANCE COMPANY



By:       /s/ JOHN D. CLEAVENGER                             By:    /s/ DAVID P. TUSA
    --------------------------------------------                 --------------------------------------------
Name:        John D. Cleavenger, Counsel                     Name:      David P. Tusa
     -------------------------------------------                   ------------------------------------------
Title:                                                       Title:     Senior Vice President
      ------------------------------------------                    -----------------------------------------


By:       /s/ STEPHEN G. SKRIVANEK
    --------------------------------------------
Name:         Stephen G. Skrivanek, Counsel
     -------------------------------------------
Title:
      ------------------------------------------

TMG LIFE INSURANCE COMPANY



By:      /s/ ROBERT R. LAPOINTE
    --------------------------------------------
Name:        Robert R. Lapointe
     -------------------------------------------
Title:       Vice President
      ------------------------------------------


By:     /s/ MICHAEL J. CAREW
    --------------------------------------------
Name:       Michael J. Carew
     -------------------------------------------
Title:      Assistant Vice President
      ------------------------------------------



BERKSHIRE LIFE INSURANCE COMPANY



By:       /s/ ELLEN I. WHITTAKER
    --------------------------------------------
Name:         Ellen I. Whittaker
     -------------------------------------------
Title:        Investment Officer
      ------------------------------------------


THE SECURITY MUTUAL LIFE INSURANCE COMPANY



By:      /s/ KEVIN W. HAMMOND
    --------------------------------------------
Name:        Kevin W. Hammond
     -------------------------------------------
Title:       Vice President
      ------------------------------------------
            Chief Investment Officer
      ------------------------------------------
</TABLE>





<PAGE>   32
                                   EXHIBIT A

                         (FORM OF RESTATED SENIOR NOTE)

                                SERV-TECH, INC.

                     Restated Senior Note due June 15, 2003

No. R-                                                      (Place of Execution)

$                                                              November 1, 1996

        SERV-TECH, INC., a Texas corporation (the "Company"), for value
received, hereby promises to pay to                                     or
registered assigns the principal sum of                             DOLLARS
($             ) on June 15, 2003 and to pay interest (computed on the basis of
a 360-day year of twelve 30-day months) on the unpaid principal balance thereof
on the first Business Day of each month beginning December 1, 1996 at the rate
of ten and one-half percent (10.50%) from November 1, 1996, through December
31, 1997, at the rate of ten and three quarters percent (10.75%) from January
1, 1998 through March 31, 1998, and at a rate that is one-quarter percent
(0.25%) greater than the rate for the preceding fiscal quarter, but not to
exceed eleven and one-half percent (11.50%) per annum, for each successive
fiscal quarter beginning after March 31, 1998 until the principal amount hereof
shall become due and payable or is fully repaid; and to pay on demand interest
on any overdue principal (including any overdue prepayment of principal) and
Make-Whole Amount, if any, and (to the extent permitted by applicable law) on
any overdue installment of interest, at a rate equal to the lesser of (a) the
highest rate allowed by applicable law and (b) thirteen and one-half percent
(13.50%) per annum.

        Payments of principal, Make-Whole Amount, if any, and interest shall be
made in such coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts to the
registered holder hereof at the address shown in the register maintained by the
Company for such purpose, in the manner provided in the Amended Note Purchase
Agreement (defined below).

        This Note is one of an issue of Notes of the Company issued in an
aggregate principal amount limited to Fifteen Million Dollars ($15,000,000)
pursuant to the Company's Note Restructuring Amendment to Note Purchase
Agreements, dated as of November   , 1996 (the "Note Restructuring Amendment"),
which amends the Company's separate Note Purchase Agreements, each dated as of
June 1, 1993 (collectively, and as amended by the Note Restructuring Amendment,
the "Amended Note Purchase Agreement"). This Note is entitled to the benefits
of the Amended Note Purchase
<PAGE>   33
Agreement and the terms thereof are incorporated herein by reference.
Capitalized terms used herein and not otherwise defined herein have the
meanings specified in the Amended Note Purchase Agreement. As provided in the
Amended Note Purchase Agreement, this Note is subject to prepayment in whole or
in part, in certain cases without a Make-Whole Amount and in other cases with a
Make-Whole Amount. The Company agrees to make required prepayments on account
of such Notes in accordance with the provisions of the Amended Note Purchase
Agreement.

        This Note is a registered Note and is transferable only by surrender
thereof at the principal office of the Company as specified in the Amended Note
Purchase Agreement, duly endorsed or accompanied by a written instrument of
transfer duly executed by the registered holder of this Note or its attorney
duly authorized in writing.

        Under certain circumstances, as specified in the Amended Note Purchase
Agreement, the principal of this Note (in certain cases together with any
applicable Make-Whole Amount) may be declared due and payable in the manner and
with the effect provided in the Amended Note Purchase Agreement.

        THIS NOTE AND THE AMENDED NOTE PURCHASE AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, INTERNAL NEW YORK LAW.


                                        SERV-TECH, INC.


                                        By:    _______________________________

                                        Name:  _______________________________

                                        Title: _______________________________




                                      -2-
<PAGE>   34
                                   EXHIBIT B

                           PROPERTY TO BE ENCUMBERED

I.      PERSONAL PROPERTY. The personal property of Serv-Tech, Inc. and certain
of its subsidiaries (collectively, the "Debtors" and individually, a "Debtor"),
including accounts, inventory, general intangibles, equipment, titled vehicles,
contracts, patents, trademarks, instruments, documents and capital stock, now
owned or hereafter acquired, and the products and proceeds of such collateral.

II.     REAL PROPERTY. The real property of certain Debtors, and improvements
thereon, which property is located at:

        A. 5200 Cedar Crest, City of Houston, Harris County, Texas

        B. 6845 Dixie Drive, City of Houston, Harris County, Texas

        C. 5722 Waltrip, City of Houston, Harris County, Texas

        D. 5730 Waltrip, City of Houston, Harris County, Texas

        E. 506 Nebraska, City of Houston, Harris County, Texas

        F. 2104 Engineer's Road, City of Belle Chase, Parish of Plaquemines,
           Louisiana

        G. 456 Highlandia Drive, City of Baton Rouge, Parish of East Baton
           Rouge, Louisiana

        H. 330 Walcot Road, City of Westlake, Louisiana

<PAGE>   35
SAVE AND EXCEPT THE FOLLOWING:

Chemisolv Holdings, Inc.
Chemisolv, Inc.
Chemisolv, Ltd.

        All assets of above companies.

Delta Maintenance, Inc.

        Restrictive cash for securing insurance claims.

Seco Industries, Inc.

        Restrictive cash for securing insurance claims.

Serv-Tech, Inc.

        L.100,000 restrictive cash held for the account of Chemisolv Ltd. by
        Royal Bank of Scotland (security for working capital loan).

        Restrictive cash for securing insurance claims.

Serv-Tech EPC, Inc.

        All assets of a certain division, Constructors and Fabricators.

All rights, contracts, agreements, documents and instruments related directly
or indirectly to the FINCHAA Project.
<PAGE>   36
                                   EXHIBIT C

                         COLLATERAL DOCUMENTATION LIST

I.      SECURITY AGREEMENT. A Security Agreement dated as of November 12, 1996,
executed by Serv-Tech, Inc. and certain subsidiaries of Serv-Tech, Inc.
(collectively, the "Debtors" or individually, a "Debtor") for the benefit of
Texas Commerce Bank National Association

II.     CERTIFICATES OF TITLE. Certificates of title covering titled vehicles
registered to certain Debtors under the Texas Certificate of Title act or
similar law other jurisdictions

III.    UCC FINANCING STATEMENTS. Individual UCC Financing statements in the
name of each Debtor, to be filed centrally in all of the jurisdictions in which
such Debtor has ongoing operations

IV.     DEEDS OF TRUST AND MORTGAGES. Deed of trust and mortgages encumbering
the real property of certain Debtors, and improvements thereon, which property
is located at:

        A.  5200 Cedar Crest, City of Houston, Harris County, Texas

        B.  6845 Dixie Drive, City of Houston, Harris County, Texas

        C.  5722 Waltrip, City of Houston, Harris County, Texas

        D.  5730 Waltrip, City of Houston, Harris County, Texas

        E.  506 Nebraska, City of Houston, Harris County, Texas

        F.  2104 Engineer's Road, City of Belle Chase, Parish of Plaquemines,
            Louisiana

        G.  456 Highlandia Drive, City of Baton Rouge, Parish of East Baton
            Rouge, Louisiana

        H.  330 Walcot Road, City of Westlake, Louisiana
<PAGE>   37
                                   EXHIBIT D

                 SCHEDULE OF RESTATED SENIOR NOTES WITH PAYEES

<TABLE>
<CAPTION>
                                                                 Note                   Principal
                 Payee                                      Registration No.              Amount
                 -----                                      ----------------           -----------
<S>                                                         <C>                        <C>
Principal Mutual Life Insurance Company                           R-_                  $12,000,000

Principal Mutual Life Insurance Company                           R-_                  $ 1,000,000

TMG Life Insurance Company                                        R-_                  $   750,000

Berkshire Life Insurance Company                                  R-_                  $   750,000

The Security Mutual Life Insurance Company                        R-_                  $   500,000

</TABLE>


                                      D-1
<PAGE>   38
                                   EXHIBIT E

                          FORM OF CLOSING OPINION FROM
                               COMPANY'S COUNSEL
<PAGE>   39
                                   EXHIBIT F

                            SECRETARY'S CERTIFICATE
                                SERV-TECH, INC.

        I, _______________________, hereby certify that I am the duly elected,
qualified and acting Secretary of SERV-TECH, INC., a Texas corporation (the
"Company"), and that, as such, I have access to its corporate records and am
familiar with the matters certified herein, and I am authorized to execute and
deliver this certificate in the name and on behalf of the Company, and that:

                1.      This certificate is being delivered pursuant to SECTION
        6.2(g) of the Company's Note Restructuring Amendment to Note Purchase
        Agreements, dated as of November __, 1996 (the "Note Restructuring
        Amendment"), with the Noteholders listed therein (the "Noteholders").
        The terms used in this certificate and not defined herein have the
        respective meanings specified in the separate Note Purchase Agreements,
        each dated as of June 1, 1993 (collectively, the "Original Note
        Purchase Agreement," and, as amended by the Note Restructuring
        Agreement, the  "Amended Note Purchase Agreement"), with the
        Noteholders.

                2.      Attached hereto as Attachment A is a true and correct
        copy of resolutions, and the preamble thereto, adopted by the Board of
        Directors on November 7, 1996, and such resolutions and preamble set
        forth in Attachment A hereto were duly adopted by the Board of
        Directors and are in full force and effect on and as of the date
        hereof, not having been amended, altered or repealed, and such
        resolutions are filed with the records of the Board of Directors.

                3.      The documents listed below were executed and delivered
        by the Company pursuant to and in accordance with the resolutions set
        forth in Attachment A hereto and such documents as executed are
        substantially in the form submitted to and approved by the board of
        directors of the Company as aforementioned:

                        (a)     The Note Restructuring Amendment, providing for
                the  amendment of the Original Note Purchase Agreement and the
                issuance by the Company of its Restated Senior Notes due June
                15, 2003 (the "Restated Senior Notes"); and

                        (b)     the Restated Senior Notes; and

                        (c)     The Security Agreement, Deeds of Trust and
                Mortgages, pursuant to which the Company and certain affiliates
                of the Company pledge collateral as security for the company's
                obligations under the Amended Note Purchase Agreement.

<PAGE>   40
                4.      Except as provided in the documents attached hereto as
        Attachment B, the bylaws of the Company have been in full effect in
        their present form at all times from June 22, 1993 to the date hereof,
        inclusive, without modification or amendment in any respect.

                5.      Each of the following named persons is and has been a
        duly elected, qualified and acting officer of the Company holding the
        office or offices set forth below opposite such person's name and has
        been duly authorized to execute the Note Restructuring Amendment and
        each other document to be executed and delivered in connection with the
        execution and delivery of the Note Restructuring Amendment:

<TABLE>
<CAPTION>
Name                            Office                     Signature
----                            ------                     ---------
<S>                             <C>                        <C>

------------------------------  -------------------------  --------------------

------------------------------  -------------------------  --------------------

</TABLE>

                6.      The signature appearing opposite the name of each such
        person set forth above is such person's genuine signature.

                7.      Attached hereto as Attachment [C] is a good standing
        certificate with respect to the Company from the State of Texas dated
        October 16, 1996.

                8.      Except as provided in the documents attached hereto as
        Attachment D, there have been no amendments or supplements to or
        restatements of the articles of incorporation of the Company from June
        22, 1993 to the date hereof, inclusive.

        IN WITNESS WHEREOF, I have executed this certificate in the name and on
behalf of the Company on November __, 1996.

                                           SERV-TECH, INC.


                                           By:
                                              ---------------------------------

                                           Name:
                                                -------------------------------
                                                Secretary





                                      -2-
<PAGE>   41
                             OFFICER'S CERTIFICATE
                           SERV-TECH, INC. AFFILIATES

        I, David Tusa, hereby certify that I am the duly elected, qualified and
acting executive officer of each of the undersigned companies (collectively,
the "Companies," or individually, a "Company"), and that, as such, I have
access to their corporate records and am familiar with the matters certified
herein, and I am authorized to execute and deliver this certificate in the name
and on behalf of the Companies, and that:

                1. This certificate is being delivered in connection with the
        Companies' execution of four separate Guaranty Agreements (the "Guaranty
        Agreements"), in favor of Principal Mutual Life Insurance Company, TMG
        Life Insurance Company, Berkshire Life Insurance Company and The
        Security Mutual Life Insurance Company (collectively, the
        "Noteholders"), respectively, pursuant to which the Companies jointly
        and severally guarantee the performance of certain obligations of
        Serv-Tech, Inc. (the "Borrower") to the Noteholders.

                2. Attached hereto as Attachment E are true and correct copies
        of resolutions, and the preambles thereto, separately adopted by the
        Board of Directors of each Company, and such resolutions and preambles
        were duly adopted by each Company's Board of Directors and are in full
        force and effect on and as of the date hereof, not having been amended,
        altered or repealed, and such resolutions are filed with the records of
        each Company's Board of Directors.

                3. The Guaranty Agreements were executed and delivered by the
        Companies pursuant to and in accordance with the resolutions attached
        hereto and, as executed, are substantially in the form submitted to and
        approved by the Board of Directors of each Company as aforementioned.

                4. The signature appearing above the name of each person named
        in the resolutions set forth in Attachment E is such person's genuine
        signature.

<PAGE>   42
        IN WITNESS WHEREOF, I have executed this certificate in the name and on
behalf of the Companies on November __, 1996.

                                   COMPANIES:

                                   ADVANCED REFRACTORY SERVICES, INC.
                                   AMERICAN MECHANICAL SERVICES, INC.
                                   CASTING CONCEPTS, INC.
                                   CON-SEAL, INC.
                                   DM ACQUISITION CORPORATION
                                   ENTERPRISE SERVICE CORPORATION
                                   F.C. SCHAFFER & ASSOCIATES, INC.
                                   HARTNEY CORPORATION
                                   HARTNEY INDUSTRIAL SERVICES CORPORATION
                                   HILL TECHNICAL SERVICES, INC.
                                   MAC-TECH, INC.
                                   ST PIPING, INC.
                                   TOTAL REFRACTORY SYSTEMS, INC.
                                   TURNAROUND MAINTENANCE, INC.
                                   UNITED INDUSTRIAL MATERIALS, INC.



                                   By:
                                       ---------------------------------------
                                   Name:  David Tusa
                                   Title: Vice President


                                   SECO INDUSTRIES, INC.
                                   SERV-TECH ENGINEERS, INC.
                                   SERV-TECH EPC, INC.


                                   By:
                                       ---------------------------------------
                                   Name:  David Tusa
                                   Title: Senior Vice President of
                                          Finance and Administration


                                   PRS HOLDING, INC.



                                   By:
                                       ---------------------------------------
                                   Name:  David Tusa
                                   Title: Senior Vice President




                                      -2-
<PAGE>   43


                                   DELTA MAINTENANCE, INC.
                                   PETRO RECOVERY SYSTEMS, INC.
                                   SERV-TECH CONSTRUCTION AND MAINTENANCE, INC.
                                     (FORMERLY SERV TECH EPC - HOUSTON, INC.)
                                   SERV-TECH OF NEW MEXICO, INC.
                                   SERV-TECH SERVICES, INC.
                                   TERMINAL TECHNOLOGIES, INC.
                                   TIPCO ACQUISITION CORP.



                                   By:
                                       ---------------------------------------
                                   Name:  David Tusa
                                   Title: President









                                      -3-
<PAGE>   44
                                   EXHIBIT G

                         OFFICERS' CLOSING CERTIFICATE
                                SERV-TECH, INC.

        We, __________________________ and _______________________, each hereby
certify that we are, respectively, the _______________________________ and the
________________________________ of SERV-TECH, INC., a Texas corporation (the
"Company"), and that, as such, we have access to its corporate records and are
familiar with the matters certified herein, and we are authorized to execute
and deliver this certificate in the name and on behalf of the Company, and that:

                1. This certificate is being delivered pursuant to SECTION
        6.2(h) of the Company's Note Restructuring Amendment to Note Purchase
        Agreements, dated as of November __, 1996 (the "Note Restructuring
        Agreement"), with the Noteholders listed therein (the "Noteholders").
        The terms used in this certificate and not defined herein have the
        respective meanings specified in the separate Note Purchase Agreements,
        each dated as of June 1, 1993 (collectively, the "Note Purchase
        Agreement"), with each of the purchasers listed in Annex 1 thereto, as
        amended by the Note Restructuring Amendment.

                2. Except as disclosed and waived pursuant to SECTION 5.2 of
        the Note Restructuring Amendment, the warranties and representations
        contained in SECTION 2 of the Note Purchase Agreement and in SECTION 7
        of the Note Restructuring Amendment are true in all material respects on
        the date hereof with the same effect as though made on and as of the
        date hereof.

                3. The Company has performed and complied with all agreements
        and conditions contained in the Note Purchasing Agreement and the Note
        Restructuring Amendment that are required to be performed or complied
        with by the Company before or at the date hereof, except as disclosed
        and waived.

                4. _________________________, from June 22, 1993 to the date
        hereof, inclusive, has been and is the duly elected, qualified and
        acting Secretary of the Company, and the signature appearing on the
        Certificate of Secretary dated the date hereof and delivered to the
        Noteholders contemporaneously herewith is such person's genuine
        signature.
<PAGE>   45
        IN WITNESS WHEREOF, we have executed this certificate in the name and
on behalf of the Company on November __, 1996.


                                         SERV-TECH, INC.


                                         By:
                                            ---------------------------------

                                         Name:
                                              -------------------------------

                                         Title:
                                               ------------------------------



                                         By:
                                            ---------------------------------

                                         Name:
                                              -------------------------------

                                         Title:
                                               ------------------------------






                                      -2-
<PAGE>   46
                                   EXHIBIT H

                          LIST OF AFFILIATES FOR WHICH
                           GOOD STANDING CERTIFICATES
                              HAVE BEEN DELIVERED

<PAGE>   47
                              FINANCIAL STATEMENTS

                        SERV-TECH, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                           June 30,           December 31,
                                                                                             1996                 1995
                                                                                         -----------          ------------
                                                                                         (unaudited)
                                                        ASSETS
<S>                                                                                      <C>                  <C>
CURRENT ASSETS;
  Cash and cash equivalents........................................................      $         -          $    287,356
  Accounts receivable, net.........................................................       31,417,263            31,941,127
  Costs and estimated earnings in excess of billings on uncompleted contracts......        1,958,757             2,111,396
  Inventory........................................................................        2,255,765             1,700,462
  Prepaid expenses.................................................................        1,105,657               768,161
  Deferred income taxes............................................................        4,241,425             4,345,398
  Net current assets from discontinued operations..................................        9,289,150            16,865,749
                                                                                         -----------          ------------
    Total current assets...........................................................       50,268,017            58,019,649

PROPERTY, PLANT AND EQUIPMENT, NET.................................................       27,009,012            29,325,986
INTANGIBLE ASSETS, NET.............................................................       14,552,276            14,748,088
OTHER ASSETS.......................................................................        2,844,592             1,884,763
DEFERRED INCOME TAXES..............................................................          433,040                     -
NET NON-CURRENT ASSETS, DISCONTINUED OPERATIONS....................................        1,968,702             3,623,219
                                                                                         -----------          ------------
    Total assets...................................................................      $97,875,639          $107,601,705
                                                                                         ===========          ============

                                            LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable.................................................................      $13,712,242          $ 13,295,347
  Accrued liabilities..............................................................       14,103,082            13,545,808
  Billings in excess of costs and estimated earnings on uncompleted contracts......          387,084               359,415
  Revolving line of credit.........................................................       14,500,000             6,500,000
Income taxes payable...............................................................                -               295,865
Other..............................................................................          545,507               207,732
                                                                                         -----------          ------------
    Total current liabilities......................................................       43,247,915            34,204,167

LONG-TERM DEBT, LESS CURRENT MATURITIES............................................       15,170,000            15,170,000

DEFERRED INCOME TAXES..............................................................                -             4,812,740

MINORITY INTEREST..................................................................          534,456               484,952

CONTINGENCIES (Note 5)

STOCKHOLDERS' EQUITY:
  Preferred stock, $1 par value; 2,000,000 shares authorized; no shares issued
    and outstanding................................................................                -                     -
  Common stock, par value $.50, authorized 20,000,000 shares; issued and
    outstanding shares of 6,806,849 and 6,752,671, respectively....................        3,403,425             3,376,336
  Additional paid-in capital.......................................................       43,817,584            43,489,763
  Retained earnings (deficit)......................................................       (7,185,958)            7,675,586
  Treasury stock, at cost, 120,606 and 193,358 shares, respectively................         (961,816)           (1,546,857)
  Cumulative translation adjustment................................................         (149,967)              (64,982)
                                                                                         -----------          ------------
    Total stockholders' equity.....................................................       38,923,268            52,929,846
                                                                                         -----------          ------------
    Total liabilities and stockholders' equity.....................................      $97,875,639          $107,601,705
                                                                                         ===========          ============
</TABLE>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.





                                      -3-
<PAGE>   48
                        SERV-TECH, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                  (unaudited)
<TABLE>
<CAPTION>
                                                          For the Three Months             For the Six Months
                                                             Ended June 30,                   Ended June 30,
                                                       --------------------------     ----------------------------
                                                          1996           1995            1996             1995
                                                       -----------    -----------     -----------     ------------
<S>                                                    <C>            <C>             <C>             <C>
Revenues ............................................ $ 38,471,348    $45,876,770    $ 71,581,267     $106,201,050
Costs of services ...................................   30,752,085     37,569,722      56,362,019       87,076,932
                                                      ------------    -----------    -------------     ------------
  Gross profit ......................................    7,719,263      8,307,048      15,219,248       19,124,118
Selling, general and administrative expenses ........   11,684,617      7,888,115      18,829,266       16,185,301
                                                      ------------    -----------    ------------     ------------
  Operating income (loss) ...........................   (3,965,354)       418,933      (3,070,018)       2,938,817

Other income (expense):
  Interest expense ..................................     (527,704)      (501,833)     (1,070,268)        (914,395)
  Interest income  ..................................       39,926         12,375          50,730           40,059
  Other, net ........................................      (34,825)        44,025         (24,727)         113,342
                                                      ------------    -----------    -------------     ------------
                                                          (522,603)      (445,433)     (1,044,265)        (760,994)
                                                      ------------    -----------    -------------      -----------
Minority interest ...................................      (14,532)       (55,891)        (49,504)        (369,279)

Equity in earnings of affiliates ....................           -              -               -           (24,331)
                                                      ------------    -----------    -------------     ------------
Pre-tax earnings (loss) from continuing operations ..   (4,502,489)       (82,391)      (4,163,887)      1,784,213

Income tax benefit (expense) ........................    1,175,000         (4,000)       1,036,000        (911,000)

Net income (loss) from continuing operations ........   (3,327,489)       (86,391)      (3,127,787)        873,213

Income (loss) from discontinued operations,
  net of income taxes ...............................   (6,178,334)       752,679       (7,407,208)      1,310,397

Estimated loss on disposal of discontinued
  operations, net of tax benefit ....................   (4,326,546)            -        (4,326,546)             -
                                                      ------------    -----------     ------------     ------------
Net income (loss) ...................................  (13,832,369)       666,288      (14,861,541)       2,183,610
                                                      ============    ===========     ============     ============

Earnings (loss) per share from continuing
  operations ........................................        (0.50)         (0.01)           (0.47)            0.13

Earnings (loss) per share from discontinued
  operations ........................................        (1.57)          0.11            (1.76)            0.19
                                                      ------------    -----------     ------------     ------------
Net income (loss) per share .........................        (2.07)          0.10            (2.23)            0.32
                                                      ============    ===========     ============     ============
Weighted average common shares outstanding ..........    6,672,561      6,734,343        6,650,039        6,726,574
                                                      ============    ===========     ============     ============

</TABLE>



               The accompanying notes are an integral part of the
                       consolidated financial statements.


                                      -4-
<PAGE>   49
                       SERVE-TECH, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                for the six months ended June 30, 1996 and 1995
                                  (unaudited)

                                                          1996          1995
                                                      -----------   -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss) from continuing operations......  $(3,127,787)  $   873,213
Adjustments:
  Depreciation and amortization.....................    3,030,054     3,133,559
  Provision for losses on accounts and notes
    receivable......................................       48,775       382,648
  Deferred income taxes.............................   (1,036,000)     (532,542)
  Non-cash charges..................................    1,387,207            -
  Equity in losses of affiliates....................           -         24,331
  Minority interest.................................       49,504       369,279
  Other.............................................       94,609        96,781
                                                      -----------   -----------
                                                          446,362     4,347,269
  Change in assets and liabilities, not of effect
    from acquisitions of businesses:
    Accounts receivable............................       475,089    (6,838,688)
    Net change in costs, estimated earnings and
      billings on uncompleted contracts............       180,308       176,677
    Inventory......................................      (555,303)     (758,065)
    Prepaid expenses and other current assets......      (337,495)      268,227
    Other assets...................................      (959,829)     (707,052)
    Accounts payable...............................       416,895     3,969,572
    Accrued liabilities............................       355,710      (265,775)
                                                      -----------   -----------
      Net cash provided by operating activities....        21,737       192,165
                                                      -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures............................    (1,085,853)   (1,423,125)
   Payments to discontinued operations.............    (7,100,000)   (4,400,000)
   Investments in and advances to affiliates.......            -       (290,263)
   Acquisition of businesses, net of cash
     acquired......................................            -       (625,514)
   Intangible assets...............................      (328,957)      (67,530)
   Proceeds from disposition of property, plant
     and equipment.................................            -        140,000
                                                      -----------   -----------
      Net cash used in investing activities........    (8,514,810)   (6,666,432)
                                                      -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of debt..................    13,756,450    13,000,000
   Principal payments of debt......................    (5,550,733)   (7,827,472)
                                                      -----------   -----------
      Net cash provided by financing activities....     8,205,717     5,172,528
                                                      -----------   -----------
NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS......................................      (287,356)   (1,301,739)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD...       287,356     1,301,739
                                                      -----------   -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.........   $        -    $        -
                                                      ===========   ===========

The accompanying notes are an integral part of the consolidated financial
statements.




                                      -5-
<PAGE>   50
                                    ANNEX 2

             INDEBTEDNESS OF COMPANY AND RESTRICTED SUBSIDIARIES**

                                                                    PAGE 1 OF 6

<TABLE>
<CAPTION>
Continued Operations                                                   Balance at              Current
Notes Payable:                               Description                9/30/96                Portion             Collateral
--------------------                         -----------               ----------              -------             ----------
<S>                                     <C>                            <C>                   <C>              <C>
Associate Leasing                       Promissory Note                $     8,744           $     8,744      Secured - Equipment

Associate Leasing                       Promissory Note                      8,744                 8,744      Secured - Equipment

Control and Inspection
  Services, Inc.                        Promissory Note                    212,500                42,500      Unsecured

Security Mutual Life
  Insurance Co.                         Promissory Note                    500,000                     0      Secured

Berkshire Life Insurance
  Co.                                   Promissory Note                    750,000                     0      Secured

TMG Life Insurance Co.                  Promissory Note                    750,000                     0      Secured

Principal Mutual Life
  Insurance Co.                         Promissory Note                  1,000,000                     0      Secured

Principal Mutual Life
  Insurance Co.                         Promissory Note                 12,000,000                     0      Secured

Texas Commerce Bank                     Advances Under
                                        Loan Agreement                  14,500,000            14,500,000      Secured
                                                                       -----------           -----------

                                        SUBTOTAL                       $29,729,988           $14,559,988
                                                                       ===========           ===========
</TABLE>

** Includes Annex 2 Supplement
<PAGE>   51
                                                                    PAGE 2 OF 6

<TABLE>
<CAPTION>
Discontinued Operations                                                Balance at              Current
Notes Payable:                               Description                9/30/96                Portion             Collateral
-----------------------                      -----------               ----------              -------             ----------
<S>                                     <C>                            <C>                   <C>              <C>
F.C. Schaffer Arkel Bonus               Promissory Note                $    34,199           $    34,199      Unsecured

F.C. Schaffer Children                  Promissory Note                     24,500                24,500      Unsecured

F.C. Schaffer (LAFLACA)                 Promissory Note                    102,135               102,135      Unsecured

F.C. Schaffer                           Promissory Note                     20,500                20,500      Unsecured

Safeline Leasing                        Promissory Note                     11,927                 8,943      Secured - Equipment

Constructors &
Fabricators, Inc.                       Promissory Note                  1,425,000               237,500      Secured - Accounts
                                                                       -----------           -----------      Receivable, Equipment

                                        SUBTOTAL                       $ 1,618,261           $   427,777
                                                                       ===========           ===========
</TABLE>
<PAGE>   52
                                                                    PAGE 3 OF 6

<TABLE>
<CAPTION>
Continued Operations                                                   Balance at              Current
Guaranties:                                  Description                9/30/96                Portion             Collateral
--------------------                         -----------               ----------              -------             ----------
<S>                                     <C>                            <C>                   <C>              <C>
Royal Bank of Scotland                  Overdraft Facility for             285,366*              285,366*     Restricted Cash from
                                        Chemisolv, Ltd.                                                       Serv-Tech, Inc.,
                                                                                                              secured by A/R
                                                                                                              and equipment
                                                                       -----------           -----------
                                        SUBTOTAL                       $   285,366*          $   286,366*
*Exchange rate of 1.563L. to
 U.S. $ at 9/30/96

                                        TOTAL                          $31,633,615           $15,273,131
                                                                       ===========           ===========
</TABLE>
<PAGE>   53
                                                                     PAGE 4 OF 6

LETTERS OF CREDIT:

ABN-AMRO Bank
F. C. Schaffer & Associates, Inc.
Finchaa Project
Letters of Credit @ 9/30/96

<TABLE>
<CAPTION>
                                                                                                                 U.S $
Beneficiary             Description of L/C       Commitment      L/C No.        Issue Date       Term Date       Commitment
-----------             ------------------       ----------      -------        ----------       ---------       ----------
<S>                     <C>                     <C>             <C>             <C>              <C>             <C>
Finchaa Sugar Factory   Performance-Birr        ETB 7,540,406   S601225          11/01/94        40 months      $1,391,218.82

Finchaa Sugar Factory   Performance-USD         $   7,001,681   S601224          11/01/94        40 months       7,001,681.00

Finchaa Sugar Factory   Advance Payment-USD     $   4,845,435   S601241          11/17/94        28 months       4,845,435.00

Finchaa Sugar Factory   Advance Payment-Birr    ETB10,607,124   S601242          11/17/94        28 months       1,975,033.95
                                                                                                               --------------

                                                                                                   Total       $15,195,368.77
                                                                                                               ==============

(Exchange Rate of ETB 5.42/$1 approx. @8/31/96)
</TABLE>
<PAGE>   54
                                                                    Page 5 of 6

LETTERS OF CREDIT:
Texas Commerce Bank
Revolving Credit Line $35,000,000
September 30, 1996

<TABLE>
<CAPTION>
                                     EXPIRATION     DESCRIPTION                                    U.S. $        EXPIRATION
BENEFICIARY             APPLICANT       DATE          OF L/C        L/C NO.       COMMITMENT     COMMITMENT         DATE
-----------             ---------    ----------     -----------     -------       ----------     ----------      ----------
<S>                     <C>          <C>            <C>             <C>            <C>           <C>             <C>
National Union Fire                               Workers' Comp                                                  11/01/97 w/
Insurance Co.             STI         Standby     Insurance        I-412953   $   382,000.00   $  382,000.00     renewals

National Union Fire                               Workers' Comp                                                   06/30/97 w/
Insurance Co.             STI         Standby     Insurance        I-420972       224,000.00      224,000.00      renewals

National Union Fire                               Workers' Comp                                                   11/26/96 w/
Insurance Co.             STI         Standby     Insurance        I-429895       790,000.00      790,000.00      renewals

Liberty Mutual                                    Workers' Comp                                                   05/26/97 w/
Insurance Co.             STI         Standby     Insurance        I-438893       500,000.00      500,000.00      renewals

National Union Fire                               Workers' Comp                                                   01/01/97 w/
Insurance Co.             STI         Standby     Insurance        I-451142       613,266.00      613,266.00      renewals

Westdeutsche Indus-                               WIV Guarantee                                                   03/31/97 w/
trienstandhaltungs        STI-        Standby     L. Bauch         I-444335  FF 2,230,000.00      429,300.21      renewals
                          Eur.
National Union Fire                               Workers' Comp                                                   06/01/97 w/
Insurance Co.             STI         Standby     Insurance        I-447624     1,601,016.00    1,601,016.00      renewals

National Union Fire                               Workers' Comp                                                   06/01/97 w/
Insurance Co.             SECO        Standby     Insurance        I-448690       113,000.00      113,000.00      renewals

Coastal Aruba                                     Performance
Refining Co. NC           ST EPC      Standby     Guarantee        I-458218       301,485.00      301,485.00      12/18/96
                                                                                               -------------
                                                                                               $4,954,067.21
</TABLE>
<PAGE>   55
                                                                     PAGE 6 OF 6

COMMERCIAL LETTERS OF CREDIT FOR
FINCHAA PROJECT:
Whitney National Bank
September 30, 1996

<TABLE>
<CAPTION>

                                      TYPE                         ISSUANCE                 TOTAL          EXPIRY         AMOUNT
BENEFICIARY            APPLICANT      L/C         DESCRIPTION        DATE      L/C NO.    COMMITMENT        DATE        REMAINING
-----------            ---------      ----        -----------      --------    -------    ----------       ------       ---------
<S>                  <C>              <C>      <C>                 <C>         <C>       <C>              <C>         <C>

Allis Mineral Sys.   F.C. Schaffer    Comml    PO# FA000209        07/13/95    C33280    $  250,000.00    01/20/96    $        0.00

Hindustan Dorr-
Oliver               F.C. Schaffer    Comml    PO# FA000216        07/13/95    C33281       546,442.50    04/21/96             0.00

Varco Pruden Bldg.   F.C. Schaffer    Comml    PO# FA000206        07/13/95    C33282       133,120.70    02/22/96             0.00

Western States
Machine              F.C. Schaffer    Comml    PO# FA000213        07/13/95    C33283       761,696.90    01/31/96             0.00

Zurn Indus., Inc.    F.C. Schaffer    Comml    PO# FA000207        07/13/95    C33284     2,413,610.50    11/15/96       241,361.05

Codistil S/A Dedini  F.C. Schaffer    Comml    PO# FA000241        09/13/95    C33375     2,523,542.00    06/30/96             0.00

Dresser Rand         F.C. Schaffer    Comml    PO# FA000247        10/25/95    C33455       565,122.00    09/06/96       282,561.00

Dearborn Mid-West
Conveyor             F.C. Schaffer    Comml    PO# FA000612        05/17/96    C33808       628,349.75    11/30/96       628,349.75

Paharpur Cooling
Towers Ltd.          F.C. Schaffer    Comml    PO# FA000635        05/17/96    C33807        15,095.00    10/16/96        15,095.00

Surrendra Engr.      F.C. Schaffer    Comml    PO# FA000238,205    05/22/96    C33815     1,284,600.00    10/06/96     1,180,740.00

Standard Serv. &
Consultant           F.C. Schaffer    Comml    PO# FA000657,658,
                                               666                 08/23/96    C34017       255,288.75    11/10/96       255,288.75
                                                                                         -------------                -------------
                                                                               TOTAL     $9,376,868.10                $2,603,395.55
                                                                                         =============                =============
</TABLE>
<PAGE>   56
                              ANNEX II SUPPLEMENT

                                  Indebtedness

        All indebtedness and obligations of every kind directly or indirectly
arising pursuant to or evidenced by any and all of the following agreements and
instruments, including all attachments, exhibits and schedules to any of them,
as the same may be amended from time to time:

1.      Note Restructure Amendment to Note Purchase Agreements dated as of
November 12, 1996 among Serv-Tech, Inc., Principal Mutual Life Insurance
Company, TMG Life Insurance Company, The Security Mutual Life Insurance
Company, and Berkshire Life Insurance Company.

2.      Restated Senior Note due June 15, 2003, No. R-      , issued as of
November 12, 1996 in the original principal amount of $12,000,000 in favor of
Principal Mutual Life Insurance Company.

3.      Restated Senior Note due June 15, 2003, No. R-      , issued as of
November 12, 1996 in the original principal amount of $1,000,000 in favor of
Principal Mutual Life Insurance Company.

4.      Restated Senior Note due June 15, 2003, No. R-      , issued as of
November 12, 1996 in the original principal amount of $750,000 in favor of
Berkshire Life Insurance Company.

5.      Restated Senior Note due June 15, 2003, No. R-      , issued as of
November 12, 1996 in the original principal amount of $500,000 in favor of
The Security Mutual Life Insurance Company.

6.      Restated Senior Note due June 15, 2003, No. R-      , issued as of
November 12, 1996 in the original principal amount of $750,000 in favor of
TMG Life Insurance Company.

7.      Guaranty dated as of November 12, 1996 by Serv-Tech, Inc. and certain
subsidiaries thereof in favor of Principal Mutual Life Insurance Company.

8.      Guaranty dated as of November 12, 1996 by Serv-Tech, Inc. and certain
subsidiaries thereof in favor of TMG Life Insurance Company.
<PAGE>   57
9.      Guaranty dated as of November 12, 1996 by Serv-Tech, Inc. and certain
subsidiaries thereof in favor of The Security Mutual Life Insurance Company.

10.     Guaranty dated as of November 12, 1996 by Serv-Tech, Inc. and certain
subsidiaries thereof of Berkshire Life Insurance Company.

11.     First Amended and Restated Credit Agreement $23,500,000 Reducing
Revolving Credit Loan dated as of November 12, 1996 among Serv-Tech, Inc.,
certain subsidiaries thereof, and Texas Commerce Bank National Association.

12.     Revolving Credit Note dated November 12, 1996 by Serv-Tech, Inc. issued
to Texas Commerce Bank National Association in the original principal amount of
$12,786,050.

13.     Revolving Credit Note dated November 12, 1996 by Serv-Tech, Inc. issued
to Bank One, Texas, NA in the original principal amount of $6,713,950.

14.     Security Agreement dated November 12, 1996 by Serv-Tech, Inc. and
certain subsidiaries thereof for the benefit of Texas Commerce Bank National
Association.

15.     Deed of Trust, Security Agreement, Fixtures Financing Statement and
Assignment of Rents and Leases dated as of November 12, 1996 from Serv-Tech,
Inc. and certain subsidiaries thereof to David L. Mendez as trustee for the
benefit of Texas Commerce Bank National Association.

16.     Deed of Trust, Security Agreement, Fixtures Financing Statement and
Assignment of Rents and Leases dated as of November 12, 1996 from Hartney
Industrial Services Corporation thereof to David L. Mendez as trustee for the
benefit of Texas Commerce Bank National Association.

17.     Deed of Trust, Security Agreement, Fixtures Financing Statement and
Assignment of Rents and Leases dated as of November 12, 1996 from Total
Refractory Systems, Inc. thereof to David L. Mendez as trustee for the
benefit of Texas Commerce Bank National Association.

18.     Mortgage, Security Agreement & Fixtures Financing Statement dated as of
November 12, 1996 from Serv-Tech, Inc. to Texas Commerce Bank National
Association.




                                       2



<PAGE>   58
19.     Mortgage, Security Agreement & Fixtures Financing Statement dated as of
November 12, 1996 from SECO Industries, Inc. to Texas Commerce Bank National
Association.

20.     Intercredit Agreement dated as of November 12, 1996 among Principal
Mutual Life Insurance Company, TMG Life Insurance Company, The Security Mutual
Life Insurance Company, and Berkshire Life Insurance Company.

21.     Amended and Restated Continuing Reimbursement Agreement dated as of
November 12, 1996 between ABN AMRO Bank N.V. and F.C. Schaffer & Associates,
Inc.

22.     Amended and Restated Guaranty dated as of November 12, 1996 by
Serv-Tech, Inc. and certain subsidiaries thereof.
<PAGE>   59
                                     LIENS

Attached are the known UCC filings for the Company and subsidiaries. The
following exceptions to these filings are listed below.

1.  The UCC filing by Litwin Engineers and Constructors, Inc. is to be
    terminated. The project was completed last year and all parties paid. We
    have requested Litwin to issue the termination.

2.  The UCC filings by Serv-Tech, Inc. (STI) as the Secured Party were placed at
    the time STI acquired the Hartney Companies for an existing debt owed to
    STI.

3.  All of the UCC filings for F. C. Schaffer and Associates represents the
    activities of the non-core business which was purchased by the Schaffer
    principals as indicated by the enclosed Assignment, Bill of Sale, Conveyance
    and Assumption, and Stock Purchase Agreement. This represents assets and
    liabilities which were not assumed by Serv-Tech in the Schaffer acquisition.
    Exhibit A to the assignment represents the Assets and Liabilities that were
    acquired in the Agreement.

4.  All other UCC filings are for various equipment purchases, to include phone
    and computer equipment in the ordinary course of business.

<PAGE>   60


                                 EXISTING LIENS

<TABLE>
<CAPTION>

    Debtor                       Secured Party                 Filing               UCC
  or Lessee                       or Lessor                 Jurisdiction        Recordation
<S>                        <C>                              <C>                 <C>
--------------------------------------------------------------------------------------------------
United Industrial         Best Material Handling, Inc.      Texas/              No. 93-043792
Materials, Inc.           5450 Navigation                   Secretary of        March 5, 1993
6845 Dixie Drive          Houston, TX 77011                 the State
Houston, TX 77087
--------------------------------------------------------------------------------------------------
Serv-Tech, Inc.           MetLife Capital, Limited         Texas/               No. 92-200577
5200 Cedar Crest Blvd.    Partnership                      Secretary of         October 14, 1992;
Houston, TX 77087         C-97550                          the State            Amended by
                          Bellevue, WA 98009                                    No. 92-75812
                                                                                December 10, 1992
--------------------------------------------------------------------------------------------------
Serv-Tech, Inc.           Commercial Equipment             Texas/               No. 93-259927
5200 Cedar Crest Blvd.    Leasing Co., Inc.                Secretary of         February 8, 1993
Houston, TX 77087         745 E. Mulberry, Suite 210       the State
                          San Antonio, TX 78212

--------------------------------------------------------------------------------------------------
Serv-Tech, Inc.           Toshiba America                  Texas/               No. 95-058119
5200 Cedar Crest Blvd.    Information Systems, Inc.        Secretary of         March 24, 1995
Houston, TX 77087         6333 Edgewood Road NE            the State
                          Cedar Rapids, IA 52411

--------------------------------------------------------------------------------------------------
Serv-Tech, Inc.           Comdisco, Inc.                   Texas/               No. 95-0069556
5200 Cedar Crest Blvd.    6111 E. River Road               Secretary of         April 12, 1995
Houston, TX 77087         Rosemont, IL 60018;              the State            Amended by;
                          and Assigned to                                       No. 95-670281
                          The CIT Group/Equipment                               June 8, 1995;
                          Financing, Inc.                                       Assigned to CIT by
                          1620 Fountainhead                                     No. 95-670280
                          Parkway, Suite 600                                    June 8, 1995
                          Tempe, Arizona 85282
--------------------------------------------------------------------------------------------------
</TABLE>






<PAGE>   61
<TABLE>
<S>                       <C>                              <C>                  <C>
--------------------------------------------------------------------------------------------------
Delta Maintenance, Inc.   ORIX Credit Alliance, Inc.       Louisiana/           No. 09-91303
9191 Veterans             9400 SW Barner Rd. #200          Caddo Parish         April 26, 1993
Memorial Blvd.            Portland, OR 97225-6655
Baton Rouge, LA 70821     Tax ID No. 13-2507476
Tax ID No. 72-0719253
---------------------------------------------------------------------------------------------------
F.C. Schaeffer &          Valley Sugar Properties, Inc.    Texas/               No. 91-230202
Associates, d.b.a. Belle  P.O. Box 120                     Secretary of         December 2, 1991
Ricker Farms, Inc.        White Castle, LA 70788           the State
1020 Florida Blvd.
Baton Rouge, LA 70802
---------------------------------------------------------------------------------------------------
F.C. Schaeffer &          Valley Sugar Properties, Inc.    Texas/               No. 91-230203
Associates, d.b.a.        P.O. Box 120                     Secretary of         December 2, 1991
LaFlaca Cane Farms, Inc.  White Castle, LA 70788           the State
1020 Florida Blvd.
Baton Rouge, LA 70802
---------------------------------------------------------------------------------------------------
F.C. Schaeffer &          Valley Sugar Properties, Inc.    Texas/               No. 91-230204
Associates, d.b.a. GHD    P.O. Box 120                     Secretary of         December 2, 1991
Corporation      .        White Castle, LA 70788           the State
1020 Florida Blvd.
Baton Rouge, LA 70802
---------------------------------------------------------------------------------------------------
Laflaca Cane Farms, Inc.  Valley Sugar Properties, Inc.    Texas/               No. 92-146246
1020 Florida Blvd.        P.O. Box 120                     Secretary of         July 23, 1992
Baton Rouge, LA 70802     White Castle, LA 70788           the State
---------------------------------------------------------------------------------------------------
GHD Corporation           Valley Sugar Properties, Inc.    Texas/               No. 92-146247
1020 Florida Blvd.        P.O. Box 120                     Secretary of         July 23, 1992
Baton Rouge, LA 70802     White Castle, LA 70788           the State
---------------------------------------------------------------------------------------------------
Belle Ricker Farms, Inc.  Valley Sugar Properties, Inc.    Texas/               No. 92-146248
1020 Florida Blvd.        P.O. Box 120                     Secretary of         July 23, 1992
Baton Rouge, LA 70802     White Castle, LA 70788           the State
---------------------------------------------------------------------------------------------------
F.C. Schaeffer &          Valley Sugar Properties, Inc.    Texas/               No. 92-146249
Associates, Inc.          P.O. Box 120                     Secretary of         July 23, 1992
1020 Florida Blvd.        White Castle, LA 70788           the State
Baton Rouge, LA 70802
---------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>   62

<TABLE>
<S>                       <C>                              <C>                  <C>
---------------------------------------------------------------------------------------------------
F.C. Schaeffer &          Valley Sugar Properties, Inc.    Texas/               No. 92-146250
Associates, Inc.          P.O. Box 120                     Secretary of         July 23, 1992
1020 Florida Blvd.        White Castle, LA 70788           the State
Baton Rouge, LA 70802     and Francis C. Schaffer, et al.
---------------------------------------------------------------------------------------------------
GHD Corporation, et al.   Valley Sugar Properties, Inc.    Texas/               No. 93-124581
1020 Florida Blvd.        P.O. Box 120                     Secretary of         June 25, 1992
Baton Rouge, LA 70802     White Castle, LA 70788           the State
                          and Marie Campesi, et al.
---------------------------------------------------------------------------------------------------
GHD Corporation, et al.   Valley Sugar Properties, Inc.    Texas/               No. 94-230382
1020 Florida Blvd.        P.O. Box 120                     Secretary of         November 28, 1994
Baton Rouge, LA 70802     White Castle, LA 70788           the State
                          and Marie Campesi, et al.
---------------------------------------------------------------------------------------------------
F.C. Schaeffer &          Valley Sugar Properties, Inc.    Louisiana/           No. 17-1078198
Associates, Inc. et al.   1048 Florida Blvd.               East Baton           June 5, 1992
1020 Florida Blvd.        Baton Rouge, LA 70788            Rouge Parish/
Baton Rouge, LA 70802                                      Clerk of Court
---------------------------------------------------------------------------------------------------

</TABLE>
<PAGE>   63
                                    ANNEX 3

                          Subsidiaries and Affiliates

<TABLE>
<CAPTION>

                               Percentage    State/Country       Date of     Date Acquired,  Federal ID   Nature of
Subsidiaries and Affiliates   of Ownership  of Incorporation  Incorporation  if applicable    Number      Business
---------------------------   ------------  ----------------  -------------  --------------  ----------   ---------
<S>                             <C>        <C>                  <C>           <C>           <C>          <C>
Advanced Refractory
Services, Inc.                   100%       Nevada              12/26/91       06/14/94      76-0283174   Refractory services

American Mechanical
Services, Inc.                   100%       Louisiana           03/08/85       09/06/96      72-1067641   Industrial maintenance
                                                                                                          and constructing and
                                                                                                          fabricating industrial
                                                                                                          equipment

Casting Concepts, Inc.           100%       Texas               12/17/93       06/14/94      76-0433974   Fabrication

Chemi-Solv, Inc.                  50%       Texas               10/05/87       03/14/91      76-0230090   Performance chemical
                                                                                                          development and sales -
                                                                                                          U.S.
                                  50%         -                 10/05/87       11/07/94           -


Chemisolv Holdings, Inc.          50%       Delaware            03/14/91       03/14/91      76-0380074   Holding company
                                  50%         -                 03/14/91       11/07/94           -

Chemisolv Limited                 50%       United Kingdom      06/21/85       03/14/91          N/A      Performance chemical
                                                                                                          development and sales -
                                                                                                          U.K.
                                  50%         -                 06/21/85       11/07/94           -

Con-Seal, Inc.                   100%       Nevada              11/07/89       06/14/94      76-0292240   Refractory services

Delta Maintenance, Inc.          100%       Louisiana           09/15/72       09/15/92      72-0719253   Turnaround maintenance
                                                                                                          services

DM Acquisition Corporation       100%       Nevada              09/14/92         N/A         88-0291611   Holding company

Enterprise Service Corporation   100%       North Carolina      10/01/91         N/A         56-1752650   Aviation

F. C. Schaffer & Associates,
Inc.                             100%       Louisiana           06/25/68       10/25/94      72-0650854   Sugar mill design,
                                                                                                          engineering and
                                                                                                          construction management

Hartney Corporation              100%       Nevada              06/19/84       06/19/94      76-0109676   Holding company

Hartney Industrial Services
Corporation                      100%       Nevada              10/21/91       06/14/94      76-0350313   Holding company

Hill Technical Services, Inc.     30%       Texas               02/16/94       05/20/94      76-0427657   Heat treating
                                  70%         -                 02/16/94       04/01/95           -

Mac-Tech, Inc.                   100%       Texas               12/09/83         N/A         74-1398758   Inactive company

Petro Recovery Systems, Inc.     100%       Texas               11/03/88       03/14/91      76-0362573   Inactive company

Petrochem Field Services
de Venezuela, S.A.               100%       Venezuela           12/21/92       12/21/92          N/A      Turnaround maintenance
                                                                                                          services

PRS Holding, Inc.                100%       Texas               03/13/91         N/A         76-0500096   Holding company

Refinery Maintenance
International Limited            100%       United Kingdom                     09/20/89          N/A      Turnaround maintenance
                                                                                                          services - U.K.

SECO Industries, Inc.            100%       Louisiana           12/23/65       09/20/91      72-0627047   Electrical and
                                                                                                          instrumentation
                                                                                                          installation

Serv-Tech Construction
and Maintenance, Inc.
(formerly Serv-Tech
EPC - Houston, Inc.)             100%       Texas               04/05/90       07/12/94      76-0396065   Construction services

Serv-Tech de Mexico,
S. de R.L.                       100%       Mexico              03/24/95         N/A         STM9503264GA Limited liability
                                                                                                          company - for
                                                                                                          operations

Serv-Tech Engineers, Inc.        100%       Louisiana           09/28/95         N/A         72-1212309   Engineering and design
                                                                                                          services

Serv-Tech EPC, Inc.              100%       Nevada              12/12/94         N/A         72-1285495   Engineering,
                                                                                                          procurement and
                                                                                                          construction services

Serv-Tech Europe GmbH            100%       Germany             02/04/92         N/A             N/A      Turnaround maintenance
                                                                                                          services - Europe

Serv-Tech International
Sales, Inc.                      100%       Virgin Islands      10/03/94         N/A         66-0515688   Foreign sales
                                                                                                          corporation -
                                                                                                          Virgin Islands

Serv-Tech Mexicana,
S. de R.L.                       100%       Mexico              03/24/95         N/A         STM950375URB Limited liability company-
                                                                                                          to hold employees

Serv-Tech of New Mexico, Inc.    100%       New Mexico          12/28/87       09/24/91      Applied for  Turnaround maintenance
                                                                                                          services - New Mexico

Serv-Tech Services, Inc.         100%       Texas               11/14/83         N/A         76-0092646   Administrative company

Serv-Tech Sudamericana, S.A.      98%       Venezuela           07/01/94         N/A             N/A      Turnaround maintenance
                                                                                                          services - Venezuela

Serv-Tech, Inc.                 Parent      Texas               01/30/62         N/A         74-1398757   Parent company

ST Piping, Inc.                   90%       Texas               09/13/90         N/A         76-0317640   Specialty welding
                                                                                                          services

                                                                02/28/92
Talbert & Associates, Inc.                                      with Merger
merged into Serv-Tech                                           effective
Engineers, Inc.                  100%       Nevada              09/28/95       05/11/92      72-1212309   Engineering and
                                                                                                          design services

Terminal Technologies, Inc.      100%       Texas               12/12/91         N/A         76-0362572   Tank cleaning for
                                                                                                          product storage tanks

TIPCO Acquisition Corp.          100%       Texas               04/16/93         N/A         Applied for  Holding company

Total Refractory Systems, Inc.   100%       Nevada              06/19/84       06/14/94      76-0109675   Refractory services

Turnaround Maintenance, Inc.     100%       Nevada              12/26/91       06/14/94      76-0338967   Inactive company

United Industrial
Materials, Inc.                  100%       Nevada              12/26/91       06/14/94      76-0317881   Distribution materials
                                                                                                          and supplies
</TABLE>