Amended And Restated Cooperation Agreement

Agreement dated as of April 28, 1995 among Insituform Technologies, Inc., for itself and on behalf of Insituform North America Corp., NuPipe, Inc. and Insituform California, Inc. (collectively, "ITI"), Insituform Mid-America, Inc. ("IMA"), and Enviroq Corporation, for itself and on behalf of Insituform Southeast, Inc., NuPipe Southeast, Inc. and E-MidSouth, Inc. (collectively, "Enviroq").


W I T N E S S E T H:
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WHEREAS, IMA and Enviroq entered into an agreement dated November 2, 1994 (the "Merger Agreement") whereunder IMA proposed to acquire the pipeline rehabilitation business of Enviroq; and


WHEREAS, ITI and Enviroq, through their respective wholly-owned subsidiaries, are parties to various license agreements (collectively, the "Licenses") relating to the Insituform(R) process and the NuPipe(R) process; and


WHEREAS, prior to Closing (as hereinafter defined) under the Merger Agreement, Enviroq requested that ITI grant its consent (the "Consent") under the Licenses in connection with the transactions contemplated by the Merger Agreement; and


WHEREAS, by letters, each dated April 4, 1995, ITI declined to grant the Consent; and


WHEREAS, ITI has filed suit (the "Declaratory Action") in the Chancery Court (the "Court") for the Thirtieth Judicial District of Memphis, Shelby County, Tennessee (Insituform North America Corp.
------------------------------ and NuPipe, Inc. v. Insituform Southeast, Inc., et al., No. 105506-2) - ---------------------------------------------- -- -- seeking, among other things, a declaratory judgment confirming ITI's actions under the Licenses; and


WHEREAS, the parties entered into a cooperation agreement dated April 4, 1995 (the "Cooperation Agreement") whereunder the parties agreed, among other things, through and including April 30, 1995, not to commence any proceeding, or take any action in any proceeding in furtherance of the Declaratory Action or any other petition or action against any party in any court relating directly or indirectly to the Consent or the denial thereof; and


WHEREAS, by letters each dated April 17, 1995, the parties agreed that ITI would forbear from asserting any rights under the Licenses, and/or the partnership agreement dated December 23, 1985 (the "Partnership Agreement") of Midsouth Partners, as a consequence of the consummation of the Closing and that no failure or delay by ITI in exercising any right or privilege under the


2 Licenses, and each of them, and/or the Partnership Agreement, would operate as a waiver thereof, and


WHEREAS, the transactions contemplated pursuant to the Merger Agreement were consummated on April 18, 1995 (the "Closing"); and


WHEREAS, the parties desire to continue discussions relating to the Licenses and the Partnership Agreement while preserving the respective rights of the parties;


NOW, THEREFORE, in consideration of the following mutual premises and covenants, the sufficiency of which is hereby acknowledged, the parties agree as follows:


(a) PRESS RELEASES. ITI agrees to issue the release attached hereto as Exhibit A, and IMA agrees to issue the press release attached hereto as Exhibit B, in each case promptly after the execution and delivery hereof by all parties.


(b) NO COURT ACTION. For the period from the date hereof through and including May 31, 1995, each party hereto agrees not to commence any proceeding, or take any action in any proceeding in furtherance of the Declaratory Action or any other petition or action against any party in any court, relating directly or indirectly to the Consent or the denial thereof, or, to the extent arising from the consummation of the Closing, the exercise of any right or privilege under the Licenses, and each of them, and/or the Partnership Agreement; provided, however, that:


(i) IMA, Enviroq, and their respective subsidiari ...