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investment in the common stock of Tidewater, Inc., the acquisition of gas
gathering and processing assets, the acquisition of the gas compression business
of Energy Industries and the overall redirection of the Company into the natural
gas services market.

     The 1993 bonus amounts for the other executive officers were awarded by the
Committee based on the recommendations of the Chief Executive Officer, which in
turn were based on a subjective assessment of their performance in helping the
Company achieve the strategic plan goals referred to above, to the extent
applicable to each executive officer's area of responsibility. The Committee did
not utilize any formulas based on stock prices or other quantitative measures of
corporate performance in determining the 1993 bonus amounts.

     As a part of its review of executive compensation policies in February
1994, the Committee will consider whether to adopt a new annual incentive plan.
The Committee intends to complete its study and make its decision before the end
of the Company's 1994 fiscal year.

Stock Options

     The Company believes that in order to achieve its long-term growth
objectives and to align management and its stockholders interests, it is in the
Company's best interest from time to time to grant stock options to key members
of its management staff. The Company's 1990 Stock Option Plan is administered by
the Committee, which has the full power and authority to designate participants
and determine the terms and provisions of the respective option agreements. The
price of each option granted is the fair market value of a share of the
Company's Common Stock on the date the option is granted. Stock options were
last granted in 1990. The Committee believes that options should be granted only
once every several years so that option grants do not become considered a part
of normal annual compensation.

THE COMPENSATION COMMITTEE
Peter M. Holt
Malcolm I. Glazer
Kristian Siem
Daniel P. Whitty

        COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The Compensation Committee of the Board of Directors of the Company is
currently composed of Peter M. Holt, Malcolm I. Glazer, Kristian Siem and Daniel
P. Whitty. Before his resignation from the Board of Directors on February 21,
1994, B. John Mackin served on the Compensation Committee. Mr. Mackin served as
chairman of the Board of Directors of the Company from March 1979 until December
1985 and as chief executive officer of the Company from March 1979 until January
1983.

     Peter M. Holt is a director of the Company and is the beneficial owner of
7.5% of the Company's Common Stock. In November 1993 the Company purchased the
natural gas compression business of Energy Industries, Inc. ("Energy
Industries") for an aggregate of $67,227,631 in cash and 13,500,000 shares of
the Company's Common Stock. At the time of the acquisition, Mr. Holt was the
chairman and chief executive officer of Energy Industries, as well as its
majority shareholder.

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