EXHIBIT 4.3

                       TANKNOLOGY-NDE INTERNATIONAL, INC.
                              AMENDED AND RESTATED
                             1989 STOCK OPTION PLAN

                      As previously Adopted August 28, 1989
                                       and
  As Amended July 10, 1990, March 28, 1991, December 6, 1991 and June 26, 1996

This document  constitutes  part of a prospectus  covering  securities that have
been registered under the Securities Act of 1933.

     1. Purpose and  Objective.  The 1989 Stock Option Plan was  established  by
Tanknology-NDE International,  Inc. (the "Company"),  formerly NDE Environmental
Corporation,  to  attract,  retain and  provide  equity  incentives  to selected
persons to promote  the  financial  success of the  Company.  This  amended  and
restated  1989 Stock Option Plan,  which will  henceforth  be  designated as the
Tanknology-NDE  International,  Inc. 1989 Long-Term Incentive Plan (the "Plan"),
is amended and restated in order to facilitate  compliance with recently-adopted
section 162(m) of the Internal  Revenue Code of 1986, and changed  provisions of
Rule 16b-3  promulgated under the Exchange Act (as defined below), as well as to
permit  issuance  of  stock-based  compensation  Awards  (as  defined  below) in
addition to stock options. The Plan is also being amended to increase the number
of shares  with  respect to which  Awards  may be offered  under the Plan and to
extend  the term of the Plan.  As so  amended,  the Plan is  designed  to retain
selected employees of the Company and its Subsidiaries (as hereinafter  defined)
and  reward  them for making  significant  contributions  to the  success of the
Company and its Subsidiaries.  These objectives are to be accomplished by making
Awards  under  the Plan  and  thereby  providing  Participants  (as  hereinafter
defined)  with a  proprietary  interest  in the  growth and  performance  of the
Company and its  Subsidiaries.  The Plan is hereby  amended  and  restated as it
shall appear in the text of this document.

     2.  Definitions.  As used herein,  the terms set forth below shall have the
following respective meanings:

"Award" means the grant of any form of stock option,  stock appreciation  right,
stock award or cash award,  whether granted singly, in combination or in tandem,
to a Participant pursuant to any applicable terms, conditions and limitations as
the Committee may establish in order to fulfill the objectives of the Plan.

"Award   Agreement"  means  a  written  agreement  between  the  Company  and  a
Participant that sets forth the terms,  conditions and limitations applicable to
an Award.

"Board" means the Board of Directors of the Company.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Committee"  means such  committee of the Board as is designated by the Board to
administer the Plan.

"Common  Stock"  means the Common  Stock,  par value $ .0001 per  share,  of the
Company.

"Director" means an individual serving as a member of the Board.

"Exchange Act" means the  Securities  Exchange Act of 1934, as amended from time
to time.

"Fair Market Value" means, as of a particular  date, (i) if the shares of Common
Stock are listed on a national securities exchange, the mean between the highest
and lowest sales price per share of Common Stock on the consolidated transaction
reporting  system for the principal  such national  securities  exchange on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported,  (ii) if the shares of
Common  Stock are not so listed  but are quoted in the  NASDAQ  National  Market
System the mean  between the highest and lowest  sales price per share of Common
Stock on the NASDAQ National Market System on that date, or, if there shall have
been no such sale so reported on that date, on the last  preceding date on which
such a sale was so  reported,  (iii) if the  Common  Stock is not so  listed  or
quoted, the mean between the closing bid and asked price on that date, or, if




<PAGE>


                                                                     EXHIBIT 4.3


there are no quotations  available for such date, on the last  preceding date on
which such  quotations  shall be  available,  as reported by NASDAQ,  or, if not
reported by NASDAQ, by the National  Quotation Bureau,  Inc., or (iv) if none of
the above is applicable,  such amount as may be determined by the Board, in good
faith,  to be the fair market  value per share of Common  Stock.  "ISO" means an
incentive stock option within the meaning of section 422 of the Code.

"Participant"  means an employee of the  Company or any of its  Subsidiaries  to
whom an Award has been made under this Plan.

"Restricted  Stock"  means  Common  Stock  that  is  restricted  or  subject  to
forfeiture provisions.

"Rule  16b-3"  means Rule  16b-3  promulgated  under the  Exchange  Act,  or any
successor rule.

"Subsidiary"  means any corporation of which the Company directly or in directly
owns  shares  representing  more than 50% of the voting  power of all classes or
series  of  capital  stock of such  corporation  which  have  the  right to vote
generally  on  matters   submitted  to  a  vote  of  the  shareholders  of  such
corporation.

     3.  Eligibility.  All Awards  issued under this Plan prior to the effective
date of this  amendment and  restatement  of the Plan shall remain  effective in
accordance with their terms and provisions. All Directors,  officers, management
employees and key consultants of the Company and its  Subsidiaries  are eligible
for  Awards  under  this Plan as  amended  and  restated.  The  Committee  shall
determine  eligibility  for Awards  under the Plan in its sole  discretion,  and
shall  select  the  Participants  in the Plan  from time to time by the grant of
Awards under the Plan.  The granting of Awards under this Plan shall be entirely
discretionary  and nothing in this Plan shall be deemed to give any  employee of
the Company or its  Subsidiaries  any right to participate in this Plan or to be
granted an Award.

     4. Common Stock  Available for Awards.  There shall be available for Awards
granted  wholly or partly in Common  Stock  (including  rights or options  which
maybe  exercised  for or settled in Common  Stock) during the term of this Plan,
which  commenced  pursuant to the Plan as it was adopted on August 28, 1989,  an
aggregate  of  6,000,000  (six  million)  shares of  Common  Stock,  subject  to
adjustment  as  provided  in  Paragraph  14.  The  Board  of  Directors  and the
appropriate  officers  of the  Company  shall  from time to time  take  whatever
actions are necessary to file required  documents with governmental  authorities
and stock exchanges and transaction  reporting  systems to make shares of Common
Stock available for issuance pursuant to Awards.  Common Stock related to Awards
that are forfeited or  terminated,  expire  unexercised,  are settled in cash in
lieu of Common Stock or in a manner such that all or some of the shares  covered
by an Award are not issued to a Participant, or are exchanged for Awards that do
not  involve  Common  Stock,  shall  immediately  become  available  for  Awards
hereunder.

     5. Administration.  This Plan shall be administered by the Committee, which
shall have full and exclusive  power to interpret  this Plan and to adopt such ,
regulations  and  guidelines for carrying out this Plan as it may deem necessary
or proper,  all of which powers shall be exercised in the best  interests of the
Company  and in  keeping  with the  objectives  of this Plan.  Unless  otherwise
provided in an Award Agreement with respect to a particular award, the Committee
may, in its discretion,  provide for the extension of the  exercisability  of an
Award,  accelerate the vesting or exercisability of an Award,  eliminate or make
less restrictive any restrictions  contained in an Award,  waive any restriction
or other  provision  of this  Plan or an Award or  otherwise  amend or modify an
Award in any manner  that is either (i) not adverse to the  Participant  holding
such Award or (ii) consented to by such Participant,  including (in either case)
an amendment or  modification  that may result in an ISO Award losing its status
as an ISO.  The  Committee  may  correct  any defect or supply any  omission  or
reconcile  any  inconsistency  in this Plan or in any Award in the manner and to
the extent the Committee  deems  necessary or desirable to carry it into effect.
Any decision of the Committee in the  interpretation  and administration of this
Plan  shall lie  within  its sole and  absolute  discretion  and shall be final,
conclusive and binding on all parties  concerned.  No member of the Committee or
officer of the Company to whom it has delegated authority in accordance with the
provisions  of  Paragraph  6 of this Plan shall be liable for  anything  done or
omitted  to be done by him or her,  by any  member  of the  Committee  or by any
officer of the Company in connection  with the  performance  of any duties under
this Plan, except for his or her own willful misconduct or as expressly provided
by statute.





<PAGE>


                                                                     EXHIBIT 4.3

     6.  Delegation of Authority.  The Committee may delegate to the Chairman of
the Board of  Directors,  the  President  and to other  senior  officers  of the
Company its duties under this Plan pursuant to such conditions or limitations as
the Committee may  establish,  except that the Committee may not delegate to any
person the  authority  to grant Awards to, or take other action with respect to,
Participants  who are  subject  to  Section  16 of the  Exchange  Act or section
162(m)of the Code.

     7. Awards.  The Committee shall determine the type or types of Awards to be
made to each  Participant  under this Plan.  Each Award made hereunder  shall be
embodied in an Award Agreement,  which shall contain such terms,  conditions and
limitations  as shall be determined by the Committee in its sole  discretion and
shall be signed by the Participant and by the President or any Vice President of
the Company for and on behalf of the  Company.  An Award  Agreement  may include
provisions for the  repurchase by the Company of Common Stock acquired  pursuant
to the Plan and the repurchase of a Participant's  option rights under the Plan.
Awards  may  consist  of those  listed in this  Paragraph  7 and may be  granted
singly,  in combination or in tandem.  Awards may also be made in combination or
in tandem with, in replacement of, or as  alternatives  to, grants or rights (i)
under  this  Plan  or any  other  employee  plan  of the  Company  or any of its
Subsidiaries,  including  the plan of any  acquired  entity  or (ii) made to any
Company or Subsidiary  employee by the Company or any  Subsidiary.  An Award may
provide for the granting or issuance of  additional,  replacement or alternative
Awards upon the  occurrence of specified  events,  including the exercise of the
original Award.

     Notwithstanding  anything  herein to the contrary,  no  Participant  may be
granted  Awards  consisting  of  stock  options  or  stock  appreciation  rights
exercisable  for  more  than  50% of  the  shares  of  Common  Stock  originally
authorized  for Awards  under the Plan,  subject to  adjustment  as  provided in
Paragraph  14. In the event of an  increase  in the number of shares  authorized
under  the  Plan,  the  50%  limitation  will  apply  to the  number  of  shares
authorized.

     (a) Stock  Option.  An Award may consist of a right to purchase a specified
number of shares of Common Stock at a price  specified by the Committee  that is
not less than 50% of the Fair  Market  Value of the Common  Stock on the date of
grant.  A stock option may be in the form of an ISO which,  in addition to being
subject to applicable  terms,  conditions,  and  limitations  established by the
Committee,  complies  with  section  422  of  the  Code.  Pursuant  to  the  ISO
requirements of section 422 of the Code,  notwithstanding anything herein to the
contrary,  (i) no ISO can be  granted  under  the  Plan on or  after  the  tenth
anniversary  of the  Effective  Date  of  the  amended  and  restated  Plan  (as
hereinafter  defined),  (ii) no  Participant  may be granted an ISO if, upon the
grant of the ISO, the aggregate Fair Market Value (determined as of the date the
Award is  granted)  of the Common  Stock with  respect to which ISOs  (including
Awards  hereunder) are exercisable for the first time by the Participant  during
any calendar year (under all plans of the Participant's employer corporation and
its parent and  subsidiary  corporations)  would  exceed  $100,000  and (iii) no
Participant  may be granted an ISO if the  Participant is not an employee of the
Company or a Subsidiary. No person shall be eligible for the grant of an ISO who
owns  (within  the meaning of  sections  422 and 424 of the Code),  or would own
immediately after the grant of such ISO, directly or indirectly stock possessing
more than 10% of the total combined  voting power of all classes of stock of the
Company.  This restriction  shall not apply if, at the time such ISO is granted,
the ISO price is at least 110% of Fair Market Value on the date of grant and the
ISO is not, by its terms exercisable after the expiration of five years from the
date of grant.

     (b) Stock Appreciation  Right. An Award may consist of a right to receive a
payment,  in cash or Common Stock,  equal to the excess of the Fair Market Value
or other specified  valuation of a specified number of shares of Common Stock on
the date the stock  appreciation  right  ("SAR") is  exercised  over a specified
strike price as set forth in the applicable Award Agreement.

     (c) Stock Award. An Award may consist of Common Stock or may be denominated
in units of Common  Stock.  All or part of any stock  award  may be  subject  to
conditions  established by the Committee,  and set forth in the Award Agreement,
which may include,  but are not limited to, continuous  service with the Company
and its Subsidiaries,  achievement of specific business objectives, increases in
specified  indices,  attaining  specified  growth  rates  and  other  comparable
measurements  of  performance.  Such Awards may be based on Fair Market Value or
other specified valuations.  The certificates  evidencing shares of Common Stock
issued in connection  with a stock award shall contain  appropriate  legends and
restrictions  describing the terms and conditions of the restrictions applicable
thereto.





<PAGE>


                                                                     EXHIBIT 4.3

     (d) Cash Award.  An Award may be denominated in cash with the amount of the
eventual  payment  subject to future  service  and such other  restrictions  and
conditions as may be established  by the  Committee,  and set forth in the Award
Agreement,  including,  but not limited to, continuous  service with the Company
and its Subsidiaries,  achievement of specific business objectives, increases in
specified  indices,  attaining  specified  growth  rates  and  other  comparable
measurements of performance.

     8. Payment of Awards.

     (a)  General.  Payment  of Awards may be made in the form of cash or Common
Stock or combinations thereof and may include such restrictions as the Committee
shall determine, including in the case of Common Stock, restrictions on transfer
and forfeiture provisions.

     (b) Deferral. With the approval of the Committee, payments may be deferred,
either in the form of installments  or a future lump sum payment.  The Committee
may,  in its  discretion,  (i) permit  selected  Participants  to elect to defer
payments  of  some  or  all  types  of  Awards  in  accordance  with  procedures
established  by the Committee or (ii) provide for the deferral of an Award in an
Award  Agreement or  otherwise.  Any deferred  payment,  whether  elected by the
Participant  or specified by the Award  Agreement  or by the  Committee,  may be
forfeited if and to the extent that the Award Agreement so provides.

     (c) Dividends and Interest.  Dividends or dividend equivalent rights may be
extended to and made part of any Award  denominated  in Common Stock or units of
Common  Stock,  subject  to  such  terms,  conditions  and  restrictions  as the
Committee may establish.  The Committee may also establish  rules and procedures
for the crediting of interest on deferred cash payments and dividend equivalents
for deferred payment denominated in Common Stock or units of Common Stock.

     (d)  Substitution  of  Awards.  At  the  discretion  of  the  Committee,  a
Participant  may be offered an election to substitute an Award for another Award
or Awards of the same or different type.

     9. Stock Option Exercise.  The price at which shares of Common Stock may be
purchased  under a stock option shall be paid in full at the time of exercise in
cash or, if permitted by the  Committee,  by means of tendering  Common Stock or
surrendering  another Award,  including  Restricted Stock, valued at Fair Market
Value on the date of exercise,  or any combination  thereof. The Committee shall
determine  acceptable  methods for  tendering  Common  Stock or other  Awards to
exercise a stock option as it deems appropriate.  If permitted by the Committee,
payment may be made by successive  exercises by the  Participant.  The Committee
may  provide  for loans from the  Company to permit the  exercise or purchase of
Awards and may  provide  for  procedures  to permit the  exercise or purchase of
Awards by use of the  proceeds  to be  received  from the sale of  Common  Stock
issuable pursuant to an Award. Unless otherwise provided in the applicable Award
Agreement, in the event shares of Restricted Stock are tendered as consideration
for the  exercise  of a stock  option,  a number of the shares  issued  upon the
exercise of the stock option,  equal to the number of shares of Restricted Stock
used as consideration therefor, shall be subject to the same restrictions as the
Restricted Stock so submitted as well as any additional restrictions that may be
imposed by the Committee.

     10. Tax Withholding.  The Company shall have the right to deduct applicable
taxes from any Award payment and withhold, at the time of delivery or vesting of
cash or shares of Common Stock under this Plan, an appropriate amount of cash or
number of shares of Common Stock or a  combination  thereof for payment of taxes
required by law or to take such other  action as may be necessary in the opinion
of the Company to satisfy all  obligations  for  withholding of such taxes.  The
Committee  may also permit  withholding  to be  satisfied by the transfer to the
Company of shares of Common Stock  theretofore  owned by the holder of the Award
with respect to which  withholding  is  required.  If shares of Common Stock are
used to satisfy tax  withholding,  such shares shall be valued based on the Fair
Market Value when the tax withholding is required to be made.

     11.  Amendment,  Modification,  Suspension  or  Termination.  The Board may
amend,  modify,  suspend or  terminate  this Plan for the  purpose of meeting or
addressing any changes in legal  requirements or for any other purpose permitted
by law except that (i) no amendment or  alteration  that would impair the rights
of any Participant under any Award previously  granted to such Participant shall
be made without such Participant's consent and (ii) no amendment or alteration




<PAGE>


                                                                     EXHIBIT 4.3


shall be effective prior to approval by the Company's stockholders to the extent
such approval is then  required  pursuant to Rule 16b-3 in order to preserve the
applicability  of  any  exemption  provided  by  such  rule  to any  Award  then
outstanding  (unless  the  holder  of  such  Award  consents)  or to the  extent
stockholder  approval is otherwise  required by applicable  legal  requirements.
Notwithstanding  the  foregoing,  no  amendment or  modification  shall be made,
without the  approval of the  shareholders  of the  Company,  which  would:  (a)
Increase the total number of shares  reserved for the purposes of the Plan under
Paragraph 4, except as provided in Paragraph  14; or (b)  Materially  modify the
requirements as to eligibility for participation in the Plan.

     12.  Termination  of  Employment.  Upon the  termination of employment by a
Participant,  any  unexercised,  deferred or unpaid  Awards  shall be treated as
provided in the specific Award  Agreement  evidencing the Award. In the event of
such a  termination,  the  Committee  may,  in its  discretion,  provide for the
extension  of  the  exercisability  of  an  Award,  accelerate  the  vesting  or
exercisability of an Award,  eliminate or make less restrictive any restrictions
contained in an Award,  waive any restriction or other provision of this Plan or
an Award or otherwise amend or modify the Award in any manner that is either (i)
not adverse to such Participant or (ii) consented to by such Participant.

     13. Assignability Unless otherwise determined by the Committee and provided
in the  Award  Agreement,  no  Award  or  any  other  benefit  under  this  Plan
constituting a derivative security within the meaning of Rule 16a-l(c) under the
Exchange Act shall be assignable or otherwise transferable except by will or the
laws of descent and distribution or pursuant to a qualified  domestic  relations
order (a "QDRO") as  defined by the Code or Title I of the  Employee  Retirement
Income Security Act, as amended ("ERISA"), or the rules thereunder. No ISO Award
under this Plan shall be assignable or otherwise  transferrable,  except by will
or the laws of descent and distribution or pursuant to a QDRO. The Committee may
prescribe and include in  applicable  Award  Agreements  other  restrictions  on
transfer.  Any attempted  assignment of an Award or any other benefit under this
Plan in violation of this Paragraph 13 or the terms of an Award  Agreement shall
be null and void.

     14. Adjustments.

     (a) The existence of outstanding  Awards shall not affect in any manner the
right or power of the Company or its  shareholders  to make or authorize  any or
all  adjustments,  recapitalizations,  reorganizations  or other  changes in the
capital stock of the Company or its business or any merger or  consolidation  of
the Company,  or any issue of bonds,  debentures,  preferred or prior preference
stock  (whether or not such issue is prior to, on a parity with or junior to the
Common Stock) or the  dissolution or liquidation of the Company,  or any sale or
transfer of all or any part of its assets or  business,  or any other  corporate
act or proceeding of any kind,  whether or not of a character similar to that of
the acts or proceedings enumerated above.

     (b) In the event of any subdivision or consolidation of outstanding  shares
of Common Stock or declaration  of a dividend  payable in shares of Common Stock
or capital  reorganization or reclassification or other transaction involving an
increase or reduction in the number of outstanding  shares of Common Stock,  the
Committee  may adjust  proportionally  (i) the number of shares of Common  Stock
reserved under this Plan and covered by outstanding Awards denominated in Common
Stock or units of Common  Stock;  (ii) the exercise or other price in respect of
such  Awards;  and (iii)  the  appropriate  Fair  Market  Value and other  price
determinations  for such Awards.  In the event of any consolidation or merger of
the Company with another corporation or entity or the adoption by the Company of
a plan of exchange  affecting the Common Stock or any distribution to holders of
Common  Stock of  securities  or property  (other than normal cash  dividends or
dividends payable in Common Stock), the Committee shall make such adjustments or
other  provisions  as it may  deem  equitable,  including  adjustments  to avoid
fractional  shares,  to give  proper  effect  to such  event.  In the event of a
corporate merger,  consolidation,  acquisition of property or stock, separation,
reorganization  or  liquidation,  the  Committee  shall  be  authorized,  in its
discretion,  (i) to issue or assume stock  options,  regardless  of whether in a
transaction  to  which  section  424(a)  of  the  Code  applies,   by  means  of
substitution  of new options for  previously  issued options or an assumption of
previously issued options, (ii) to make provision, prior to the transaction, for
the acceleration of the vesting and  exercisability of, or lapse of restrictions
with respect to, Awards and the  termination of options that remain  unexercised
at the time of such  transaction or (iii) to provide for the acceleration of the
vesting  and  exercisability  of the  options  and the  cancellation  thereof in
exchange for such payment as shall be mutually  agreeable to the Participant and
the Committee.





<PAGE>


                                                                     EXHIBIT 4.3

     15. Restrictions.  No Common Stock or other form of payment shall be issued
with  respect to any Award unless the Company  shall be  satisfied  based on the
advice of its counsel that such issuance will be in compliance  with  applicable
federal and state  securities  laws.  It is the intent of the Company  that this
Plan comply with Rule 16b-3 with respect to persons subject to Section 16 of the
Exchange Act unless otherwise provided herein or in an Award Agreement, that any
ambiguities or  inconsistencies  in the construction of this Plan be interpreted
to give  effect to such  intention,  and that if any  provision  of this Plan is
found not to be in compliance with Rule 16b-3,  such provision shall be null and
void to the  extent  required  to permit  this Plan to comply  with Rule  16b-3.
Certificates  evidencing shares of Common Stock delivered under this Plan may be
subject to such stop transfer orders and other restrictions as the Committee may
deem  advisable  under the  rules,  regulations  and other  requirements  of the
Securities  and Exchange  Commission,  any  securities  exchange or  transaction
reporting  system upon which the Common Stock is then listed and any  applicable
federal and state securities law. The Committee may cause a legend or legends to
be placed  upon any such  certificates  to make  appropriate  reference  to such
restrictions.

     16. Unfunded Plan.  Insofar as it provides for Awards of cash, Common Stock
or rights thereto,  this Plan shall be unfunded.  Although  bookkeeping accounts
may be established with respect to Participants who are entitled to cash, Common
Stock or rights  thereto under this Plan, any such accounts shall be used merely
as a bookkeeping convenience. The Company shall not be required to segregate any
assets  that may at any time be  represented  by cash,  Common  Stock or  rights
thereto, nor shall this Plan be construed as providing for such segregation, nor
shall the Company nor the Board nor the  Committee  be deemed to be a trustee of
any cash,  Common  Stock or rights  thereto to be granted  under this Plan.  Any
liability  or  obligation  of the Company to any  Participant  with respect to a
grant of cash,  Common  Stock or rights  thereto  under this Plan shall be based
solely upon any contractual obligations that may be created by this Plan and any
Award  Agreement,  and no such  liability or  obligation of the Company shall be
deemed to be secured by any pledge or other  encumbrance  on any property of the
Company.  Neither the Company nor the Board nor the Committee  shall be required
to give any security or bond for the  performance of any obligation  that may be
created by this Plan.

     17.  No  Employment  Guaranteed.  No  provision  of this  Plan or any Award
Agreement  hereunder  shall confer any right upon any employee or  consultant to
continued  employment  with the  Company  or any  Subsidiary.  18.  Rights  as a
Shareholder.  Unless otherwise provided under the terms of an Award Agreement, a
Participant  shall have no rights as a holder of Common  Stock  with  respect to
Awards granted  hereunder,  unless and until  certificates  for shares of Common
Stock are issued to such Participant.

     18. Rights as a Shareholder.  Unless otherwise  provided under the terms of
an Award  Agreement,  a  Participant  shall have no rights as a holder of Common
Stock with respect to Awards granted  hereunder,  unless and until  certificates
for shares of Common Stock are issued to such Participant.

     19. Governing Law. This Plan and all determinations  made and actions taken
pursuant hereto, to the extent not otherwise governed by mandatory provisions of
the Code or the securities  laws of the United States,  shall be governed by and
construed in accordance with the laws of the State of Texas.

     20.  Effective  Date of Plan.  This Plan as amended and  restated  shall be
effective as of the date (the  "Effective  Date") it is approved by the Board of
Directors of the Company,  subject to approval by shareholders of the Company at
the next subsequent  shareholders' meeting.  Notwithstanding the foregoing,  the
adoption of this Plan as so amended and restated is expressly  conditioned  upon
the approval by the holders of a majority of shares of Common Stock present,  or
represented,  and  entitled to vote at a meeting of the  Company's  shareholders
held on or before June 6, 1998. If the  shareholders  of the Company should fail
so to approve this Plan prior to such date,  this Plan shall terminate and cease
to be of any further force or effect and all grants of Awards hereunder shall be
null and void.

                           Attested to by the Secretary of Tanknology-NDE
                           International, Inc. as adopted by the Board of
                           Directors of Tanknology-NDE International, Inc.
                           effective as of the 14th day of August, 1997 (the
                           "Effective Date") of this amended and restated
                           Plan.