INCREMENTAL
      ASSUMPTION AGREEMENT

    


    


    This
      Incremental Assumption Agreement (this "Agreement")
      dated
      as of December 13, 2007 (the "Increase
      Effective Date")
      is by
      and among Oil States International, Inc., a Delaware corporation (the
      "U.S.
      Borrower"),
      PTI
      Group Inc., a corporation amalgamated under the laws of the Province of Alberta
      (the “Canadian
      Borrower”
and,
      together with the U.S. Borrower, the “Borrowers”),
      Wells
      Fargo Financial Corporation Canada, Royal Bank of Canada, Capital One, N.A.,
      JPMorgan Chase Bank, N.A., Calyon New York Branch, The Bank of Nova Scotia,
      and
      The Toronto-Dominion Bank (collectively, the "Increasing
      Lenders")
      and
      Wells Fargo Bank, N.A., as Administrative Agent for the Lenders under the Credit
      Agreement described below (the "Agent").

     

    	A.         
             	
            Reference
              is made to the Credit Agreement dated as of October 30, 2003 (as amended
              on or before the date hereof, "Credit
              Agreement")
              among the Borrowers, the Lenders and the Agent. All capitalized terms
              used
              herein and not otherwise defined shall have the meanings given such
              terms
              in the Credit Agreement.

          


     

    	B.          
             	
            Pursuant
              to Section 2.23 of the Credit Agreement, the U.S. Borrower has the
              right,
              subject to the terms and conditions thereof, to increase the Total
              Commitment by allowing one or more Lenders to increase their U.S.
              Commitment, Canadian Commitment or both thereunder so that such added
              and
              increased Commitments shall equal the increase in Total Commitments
              requested by the U.S. Borrower.

          


     

    	C.         
              	
            The
              U.S. Borrower has given notice to the Agent of
              its intention, pursuant to such Section 2.23 and with the consent of
              the
              Increasing Lenders, to increase (a) the Total U.S. Commitments from
              U.S.$300,000,000 to U.S.$325,000,000 and (b) the Total Canadian
              Commitments from U.S.$100,000,000 to
              U.S.$175,000,000.

          


     

    Accordingly,
      the parties hereto agree as follows:

     

    Section
      1.  Increase
      of Commitment.
      Pursuant to Section 2.23 of the Credit Agreement, (a) the Total U.S. Commitments
      are hereby increased from U.S.$300,000,000 to U.S.$325,000,000 and (b) the
      Total
      Canadian Commitments from U.S.$100,000,000 to U.S.$175,000,000. The Commitments
      of the Increasing Lenders are set forth on Schedule
      1
      attached
      hereto. 

     

    Section
      2.  New
      Notes.
      If any
      Increasing Lender requests that its Loans be evidenced by a promissory note,
      the
      Borrowers agree to promptly execute and deliver to such Increasing Lender a
      promissory note in the amount of its U.S. Commitment, Canadian Commitment or
      both set forth in Section 1 above (each a "New
      Note").
      If
      any Increasing Lender which requests a promissory note is in possession of
      an
      existing promissory note in the amount of its U.S. Commitment, Canadian
      Commitment or both before giving effect to the increase pursuant to this
      Agreement (each an "Existing
      Note"),
      such
      Increasing Lender shall, promptly after receipt of its New Note, mark such
      Existing Note "cancelled" and return such Existing Note to the U.S.
      Borrower.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
      3.  Representations
      and Warranties of the Borrower.
      The
      Borrowers represent and warrant as follows:

     

    (a)  the
      representations and warranties set forth in Article III of the Credit Agreement
      and in each other Loan Document are true and correct in all material respects
      on
      and as of the date hereof with the same effect as though made on and as of
      such
      date, except to the extent such representations and warranties expressly relate
      to an earlier date;

     

    (b)  each
      Borrower and each other Loan Party are in compliance with all the terms and
      provisions set forth in the Credit Agreement and in each other Loan Document
      on
      its part to be observed or performed, and as of the date hereof, no Event of
      Default or Default has occurred and is continuing;

     

    (c)  there
      has
      been no material adverse change in the business, assets, operations, condition
      (financial or otherwise) or prospects of the Borrowers and the Subsidiaries,
      taken as a whole, since December 31, 2005; and 

     

    (d)  (i)
      the
      execution, delivery, and performance of this Agreement are within the corporate
      power and authority of the Borrowers and have been duly authorized by
      appropriate proceedings, and (ii) this Agreement constitutes a legal, valid,
      and
      binding obligation of the Borrowers, enforceable in accordance with its terms,
      except as limited by applicable bankruptcy, insolvency, reorganization,
      moratorium, or similar laws affecting the rights of creditors generally and
      general principles of equity.

     

    Section
      4.  Effectiveness.
      This
      Agreement shall become effective, and the Credit Agreement shall be amended
      as
      provided in this Agreement, upon the occurrence of the following conditions
      precedent:

     

    (a)  the
      Agent
      shall have received 

     

    (i)  duly
      and
      validly executed originals of this Agreement, 

     

    (ii)  if
      requested by any Lender, a new promissory note or promissory notes payable
      to
      such Lender in the amount of its U.S. Commitment and/or Canadian Commitment,
      as
      applicable, and in form and substance reasonably acceptance to the Applicable
      Administrative Agent and the applicable Borrower;

     

    (iii)  a
      favorable written opinion of (A) Vinson & Elkins L.L.P., U.S. counsel for
      the Borrowers, and (B) Fraser Milner Casgrain, Canadian counsel to the Canadian
      Borrower;

     

    (iv)  [reserved];
      

     

    (v)  a
      certificate of the Secretary or Assistant Secretary of each Loan Party dated
      the
      date of this Agreement and certifying that attached thereto is a true and
      complete copy of resolutions duly adopted by the Board of Directors of such
      Loan
      Party authorizing the execution, delivery and performance of this Agreement
      and
      the other Loan Documents to which such person is a party and that such
      resolutions have not been modified, rescinded or amended and are in full force
      and effect; 

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (vi)  a
      certificate, dated the date of this Agreement and signed by a Financial Officer
      of the U.S. Borrower, confirming compliance with Section 3(a), (b) and (c)
      of
      this Agreement;

     

    (vii)  [reserved];
      and 

     

    (viii)  such
      other documents, governmental certificates, agreements, and lien searches as
      any
      Lender or any Agent may reasonably request;

     

    (b)  the
      Administrative Agent shall have received all Fees and other amounts due and
      payable on or prior to the date of this Agreement, including, (i) an upfront
      fee
      payable to the Administrative Agent for the account of each Increasing Lender
      in
      an amount equal to 10 basis points of the increased portion of such Increasing
      Lender's Commitment pursuant to this Agreement, and (ii) the arrangement fees
      payable to the Administrative Agent pursuant to the Administrative Agent Fee
      Letter.

     

    Section
      5.  Reaffirmation
      of Guaranty and Liens. 

     

    (a)  Each
      Subsidiary of the U.S. Borrower that is listed on the signature pages to this
      Agreement (each, a "Guarantor")
      (i) is
      party to a Guarantee Agreement, guaranteeing payment of the Obligations (as
      such
      term is defined in the respective Guarantee Agreement to which it is a party),
      (ii) has reviewed the Agreement and related documents, and (iii) waives any
      defenses to the enforcement of its Guaranty that it may have as
      a
      result of the execution and delivery of this Agreement or the transactions
      contemplated hereby,
      and
      agrees that according to its terms such Guarantee will continue in full force
      and effect to guaranty the Obligations under the Loan Documents, as the same
      may
      be amended, supplemented, or otherwise modified, and such other amounts in
      accordance with the terms of such Guaranty. 

     

    (b)  The
      Borrowers and each Guarantor (i) are parties to certain Security Documents
      securing and supporting the Obligations (as such term is defined in the
      respective Security Document to which it is a party), (ii) have reviewed the
      Agreement and related documents, (iii) waive any defenses that it may have
      as a
      result of the execution and delivery of this Agreement or the transactions
      contemplated hereby to the enforcement of the Security Documents to which they
      are party, (iv) agree that according to their terms the Security Documents
      to
      which they are party such Security Documents (as such term is modified by this
      Agreement) will continue in full force and effect to secure the Obligations
      under the Loan Documents, as the same may be amended, supplemented, or otherwise
      modified, and (v) acknowledge, represent, and warrant that the Liens and
      security interests created by the Security Documents are valid and subsisting
      and create a first priority perfected security interest subject to Liens
      expressly permitted by Section 6.02 in the Collateral to secure the
      Obligations.

     

    (c)  The
      delivery of this Agreement does not indicate or establish a requirement that
      any
      Guarantee or Security Document requires any Borrower’s or any Guarantor’s
      approval of amendments to the Credit Agreement, but has been furnished to the
      Agents and the Lenders as a courtesy at the Administrative Agent’s
      request.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    Section
      6.  Effect
      on
      Credit Documents. 

     

    (a)  Except
      as
      amended herein, the Credit Agreement and the Loan Documents remain in full
      force
      and effect as originally executed, and nothing herein shall act as a waiver
      of
      any of the Administrative Agent’s or Lenders’ rights under the Loan Documents,
      as amended, including the waiver of any Default or Event of Default, however
      denominated.

     

    (b)  This
      Agreement is a Loan Document for the purposes of the provisions of the other
      Loan Documents. Without limiting the foregoing, any breach of representations,
      warranties, and covenants under this Agreement may be a Default or Event of
      Default under other Loan Documents.

     

    Section
      7.  Choice
      of Law.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of Texas.

     

    Section
      8.  Counterparts.
      This
      Agreement may be signed in any number of counterparts, each of which shall
      be an
      original. Delivery of an executed signature page to this Agreement by facsimile
      transmission shall be as effective as delivery of a manually signed counterpart
      of this Agreement.

     

    THIS
      WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG
      THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
      OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

     

    THERE
      ARE
      NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     

    [Remainder
      of this page blank; signature pages follow]

     

     

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    




    Executed
      as of the date first set forth above.

     

    BORROWER:

     

    OIL
      STATES INTERNATIONAL, INC.

     

    by

           
      _______________________________________

    Name: 
      Bradley
      J. Dodson

    Title:   
      Vice President, Chief
      Financial Officer 

                
      and
      Treasurer

     

    PTI
      GROUP
      INC.

     

    by  
      

           
      _______________________________________

           
Name: 
      Mark Menard

    Title:    Chief
      Financial Officer and Treasurer

     

    A
      - Z
      TERMINAL CORPORATION

    CAPSTAR
      DRILLING, L.L.C. .

    GENERAL
      MARINE LEASING, LLC

    STINGER
      WELLHEAD PROTECTION  (CANADA)
      INCORPORATED 

    STINGER
      WELLHEAD PROTECTION  INCORPORATED 

    SOONER
      HOLDING COMPANY

    SOONER
      INC.

    SOONER
      PIPE GP, L.L.C.

    SOONER
      PIPE, L.L.C.  

    SPECIALTY
      RENTAL TOOLS & SUPPLY, L.L.C.

    


    each
      by

     

           
      _______________________________________

           
Name: Cindy
      B. Taylor

    Title:   Senior
      Vice President

     

     

    
      
         

      

      
        
          Signature
            Page

          S-1

          Incremental
            Assumption Agreement

        

        
          

        

      

      
         

      

    

     

    CAPSTAR
      DRILLING GP, L.L.C.

    By: 
      Oil
      States Energy Services, Inc.,

                            its
      sole
      member

    ELENBURG
      EXPLORATION COMPANY, INC

    OIL
      STATES ENERGY SERVICES, INC.

    


    


    each
      by

           
      _______________________________________

           
Name: Cindy
      B. Taylor

    Title:   President

     

    OIL
      STATES MANAGEMENT, INC.

    


    by 

            
      _______________________________________

            
      Name:  Cindy B. Taylor 

            
      Title:    President and Secretary

     

    OIL
      STATES SKAGIT SMATCO, LLC

    OIL
      STATES INDUSTRIES, INC.

    SCHOONER
      PETROLEUM SERVICES, INC.

    


    each
      by

           
      _______________________________________

           
      Name: Robert W. Hampton

    Title:   Vice
      President and Assistant Secretary

     

    SOONER
      PIPE LP, L.L.C.

    CAPSTAR
      DRILLING LP, L.L.C.

     

    each
      by

           
      _______________________________________

           
Name: Mary
      Alice Avery

    Title:   Sole
      Manager/President

     

     

    
      
         

      

      
        
          Signature
            Page

          S-2

          Incremental
            Assumption Agreement

        

        
          

        

      

      
         

      

    

     

    PTI
      REMOTE SITE SERVICES USA, INC.

    PTI
      INTERNATIONAL INC.

    PTI
      PREMIUM CAMP SERVICES LTD.

    PTI
      TRAVCO MODULAR STRUCTURES LTD.

    CROWN
      CAMP SERVICES LTD.

    PTI
      CAMP
      INSTALLATIONS LTD.

    PTI
      INTERNATIONAL LTD.

    892493
      ALBERTA INC.

     

    


    each
      by

            
      _______________________________________

            
      Name: Mark Menard

            
      Title:   Chief Financial Officer and Treasurer 

    


    


     

     

    
      
         

      

      
        
          Signature
            Page

          S-3

          Incremental
            Assumption Agreement

        

        
          

        

      

      
         

      

    

     

    
 

    WELLS
      FARGO BANK, N.A., 

    as
      Administrative Agent

     

    by

            _______________________________________

    Name: 

    Title:  
      

     

    


    
      
         

      

      
        
          Signature
            Page

          S-4

          Incremental
            Assumption Agreement

        

        
          

        

      

      
         

      

    


    WELLS
      FARGO FINANCIAL CORPORATION 

    CANADA,
      as a Canadian Lender 

    


    by

           
      _______________________________________

    Nick
      Scarfo 

    Vice
      President and General Counsel

    


     

     

     

    
      
         

      

      
        
          Signature
            Page

          S-5

          Incremental
            Assumption Agreement

        

        
          

        

      

      
         

      

    

     

    
 

    ROYAL
      BANK OF CANADA, as a Canadian 

    Lender

    


    by

           
      _______________________________________

    Name: 

    Title:  
      

     

     

    
      
         

      

      
        
          Signature
            Page

          S-6

          Incremental
            Assumption Agreement

        

        
          

        

      

      
         

      

    

     

    CAPITAL
      ONE, N.A., as a U.S. Lender

    


    by

           
      _______________________________________

    Name: 

    Title:  
      

     

     

     

    
      
         

      

      
        
          Signature
            Page

          S-7

          Incremental
            Assumption Agreement

        

        
          

        

      

      
         

      

    

     

    JPMORGAN
      CHASE BANK, N.A., as a Canadian 

    Lender

    


    by

           
      _______________________________________

    Name: 

    Title:  
      

     

     

     

    
      
         

      

      
        
          Signature
            Page

          S-8

          Incremental
            Assumption Agreement

        

        
          

        

      

      
         

      

    

     

    
       

      CALYON
        NEW YORK BRANCH, 

      as
        a U.S.
        Lender

    

    


    by

           
      _______________________________________

    Name: 

    Title:  
      

     

     

     

    
      
         

      

      
        
          Signature
            Page

          S-9

          Incremental
            Assumption Agreement

        

        
          

        

      

      
         

      

    


    THE
      TORONTO-DOMINION BANK, as a 

    Canadian
      Lender 

    


    by

           
      _______________________________________

    Name: 

    Title:  

     

     

     

    
      
         

      

      
        
          Signature
            Page

          S-10

          Incremental
            Assumption Agreement

        

        
          

        

      

      
         

      

    

    
 

    CREDIT
      SUISSE, CAYMAN ISLANDS 

    BRANCH,
      as
      a U.S.
      Lender 

     

    by

           
      _______________________________________

    Name:
      

    Title:   

     

    by

           
      _______________________________________

    Name:
      

    Title:   

     

     

    
      
         

      

      
        
          Signature
            Page

          S-11

          Incremental
            Assumption Agreement

        

        
          

        

      

      
         

      

    


    CREDIT
      SUISSE, TORONTO BRANCH, as
      a
      Canadian Lender 

     

    by

           
      _______________________________________

    Name:
      

    Title:   

     

    by

           
      _______________________________________

    Name:
      

    Title:   

     

     

     

    
      
         

      

      
        
          Signature
            Page

          S-12

          Incremental
            Assumption Agreement

        

        
          

        

      

      
         

      

    


    SCHEDULE
      1

    


    INCREASED
      COMMITMENTS

    


    
      	
               

              Bank

            	
              U.S.

              Commitment

            	
              Canadian

              Commitment

            
	
              Wells
                Fargo Financial Corporation Canada 

            	 	
              U.S.$22,500,000

            
	
              Royal
                Bank of Canada

            	 	
              U.S.$20,000,000

            
	
              Capital
                One, N.A.

            	
              U.S.$9,000,000

            	 
	
              JPMorgan
                Chase Bank, N.A.

            	 	
              U.S.$20,000,000

            
	
              Caylon
                New York Branch

            	
              U.S.$13,000,000

            	 
	
              The
                Toronto-Dominion Bank

            	 	
              U.S.$10,000,000

            
	
              Credit
                Suisse First Boston

            	
              U.S.$3,000,000

            	
              U.S.$2,500,000

            
	
              TOTAL

            	
              U.S.$25,000,000

            	
              U.S.$75,000,000