GNI GROUP INC /DE/, SC 13D, 1998-02-23

GNI GROUP INC /DE/
SC 13D, 1998-02-23
INDUSTRIAL INORGANIC CHEMICALS

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<PAGE> 1
------------------------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

SCHEDULE 13D
Under the Securities Exchange Act of 1934

THE GNI GROUP, INC.
(Name of Issuer)

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

COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)

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

362022 10 5
(CUSIP Number)

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

Ms. Dawn S. Born
2525 Battleground Road
Deer Park, Texas 77536
(281) 930-0350

(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)

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

February 12, 1998
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a
statement on Schedule 13G to report this
acquisition which is
the subject of this Schedule 13D, and is filing
this Schedule because of Rule 13d-1(b)(3) or (4),
check the following box: [ ].

The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of
the Act but shall be subject to all
other provisions of the Act (however,
see the Notes).

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

Page 1 of 15 Pages.

<PAGE> 2

CUSIP NO.: 362022 10 5

SCHEDULE 13D

================================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER

Dawn S. Born
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [xx ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
This statement is being filed as a result of the execution by
officers and directors of a voting agreement, and does not relate
to the purchase of securities by any of the Reporting Persons.
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)

[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
- --------------------------------------------------------------------------------
7 Sole Voting Power

0
- --------------------------------------------------------------------------------
8 SHARED VOTING POWER

981,384 (See Item 5)
- --------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER

1500
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

981,384 (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

IN
================================================================================

<PAGE> 3

CUSIP NO.: 362022 10 5

SCHEDULE 13D

================================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER

Newton E. Dudney, M.D.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [xx ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY

[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
- --------------------------------------------------------------------------------
7 Sole Voting Power

0
- --------------------------------------------------------------------------------
8 SHARED VOTING POWER

981,384 (See Item 5)
- --------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER

44,959
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

981,384 (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

IN
================================================================================

<PAGE> 4

CUSIP NO.: 362022 10 5

SCHEDULE 13D

================================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER

Titus H. Harris, Jr.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [xx ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY

[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
- --------------------------------------------------------------------------------
7 Sole Voting Power

0
- --------------------------------------------------------------------------------
8 SHARED VOTING POWER

981,384 (See Item 5)
- --------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER

163,055
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

981,384 (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

IN
================================================================================

<PAGE> 5

CUSIP NO.: 362022 10 5

SCHEDULE 13D
================================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER

Carl V Rush, Jr.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [xx ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY

[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
- --------------------------------------------------------------------------------
7 Sole Voting Power

0
- --------------------------------------------------------------------------------
8 SHARED VOTING POWER

981,384 (See Item 5)
- --------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER

5,000
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

981,384 (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

IN
================================================================================

<PAGE> 6

CUSIP NO.: 362022 10 5

SCHEDULE 13D

================================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER

G. Stacy Smith
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [xx ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY

[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
- --------------------------------------------------------------------------------
7 Sole Voting Power

0
- --------------------------------------------------------------------------------
8 SHARED VOTING POWER

981,384 (See Item 5)
- --------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER

0
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

45,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

981,384 (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

IN
================================================================================

<PAGE> 7

CUSIP NO.: 362022 10 5

SCHEDULE 13D
================================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER

Titus H. Harris, III
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [xx ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY

- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)

[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
- --------------------------------------------------------------------------------
7 Sole Voting Power

0
- --------------------------------------------------------------------------------
8 SHARED VOTING POWER

981,384 (See Item 5)
- --------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER

57,370
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

981,384 (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

IN
================================================================================

<PAGE> 8

CUSIP NO.: 362022 10 5

SCHEDULE 13D

================================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER

Richard M. Cochrane
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [xx ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY

[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
- --------------------------------------------------------------------------------
7 Sole Voting Power

0
- --------------------------------------------------------------------------------
8 SHARED VOTING POWER

981,384 (See Item 5)
- --------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER

1,000
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

981,384 (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

IN
================================================================================

<PAGE> 9

CUSIP NO.: 362022 10 5

SCHEDULE 13D

================================================================================
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER

Sue M. Harris
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [xx ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY

[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
- --------------------------------------------------------------------------------
7 Sole Voting Power

0
- --------------------------------------------------------------------------------
8 SHARED VOTING POWER

981,384 (See Item 5)
- --------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER

106,500
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

981,384 (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

IN
================================================================================

<PAGE> 10

SCHEDULE 13D

Item 1. Security and Issuer.

This Statement on Schedule 13D relates to the common stock, par value $.01
per share of The GNI Group, Inc., a Delaware corporation ("GNI"). The
principal executive offices of GNI are located at 2525 Battleground Road, Deer
Park, Texas 77536.

Item 2. Identity and Background.

(a) This Statement is filed by Ms. Dawn S. Born, Mr. Newton E. Dudney,
M.D., Mr. Titus H. Harris, Jr., Mr. Carl V Rush, Jr., Mr. G. Stacy Smith, Mr.
Titus H. Harris, III, Mr. Richard M. Cochrane and Ms. Sue Harris (the "Reporting
Persons"), by virtue of the relationship created by the Management Voting
Agreement dated as of February 11, 1998 between Green I Acquisition Corp., a
Delaware corporation ("Green") and the Reporting Persons (the "Management
Voting Agreement").

(b) Ms. Born is a United States citizen whose business address is 2525
Battleground Road, Deer Park, Texas 77536. Dr. Newton E. Dudney is a United
States citizen whose business address is 400 Medical Center Boulevard, Suite
203, Webster, Texas 77598. Mr. Titus H. Harris, Jr. is a United States citizen
whose business address is 5599 San Felipe, Suite 201, Houston, Texas 77056. Mr.
Carl V Rush, Jr. is a United States citizen whose business address is 2525
Battleground Road, Deer Park, Texas 77536. Mr. G. Stacy Smith is a United States
citizen whose business address is 300 Crescent Court, Suite 830, Dallas, Texas
75201. Mr. Titus H. Harris, III is a United States citizen whose business
address is 2525 Battleground Road, Deer Park, Texas 77536. Mr. Richard M.
Cochrane is a United States citizen whose business address is 2525 Battleground
Road, Deer Park, Texas 77536. Ms. Harris is a United States citizen whose
address is 5599 San Felipe, Suite 301, Houston, Texas 77056.

(c) Ms. Born serves as Vice President and General Counsel of GNI. Dr.
Dudney is a physician engaged in private practice in League City, Texas and
serves as a director of GNI. Mr. Harris, Jr. is Chairman of the investment
banking firm of Harris Webb & Garrison and serves as a director of GNI. Mr. Rush
serves as a director and as President and Chief Executive Officer of GNI. Mr.
Smith is the general partner of Walker Smith Capital, a private investment
partnership and serves as a director of GNI. Mr. Harris, III serves as Executive
Vice President, Chief Financial Officer and Secretary of GNI. Mr. Cochrane is
Vice President and General Manager of GNI Chemicals Corporation, a wholly
owned subsidiary of GNI. Ms. Harris is married to Mr. Titus H. Harris, Jr.

(d) None of the Reporting Persons has been convicted in a criminal
proceeding in the past five years (excluding traffic violations or similar
misdemeanors).

(e) During the past five years, none of the Reporting Persons was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

This statement is being filed as the result of the execution by officers
and directors of the Management Voting Agreement, and does not relate to the
purchase of securities.

<PAGE> 11

Item 4. Purpose of Transaction.

On February 12, 1998, GNI and Green entered into an Agreement and Plan of
Merger, a copy of which is attached hereto and made a part hereof as Exhibit A
(the "Merger Agreement"). The Merger Agreement provides, among other things, for
the merger of Green with and into GNI (the "Merger"), with GNI as the surviving
corporation (the "Surviving Corporation"). Under the terms of the Merger
Agreement, which is subject to majority shareholder approval and regulatory
review, the outstanding Shares (other than certain shares (the "Rollover
Shares") that will be retained by certain members of GNI's management (the
"Rollover Shareholders")) will be converted into the right to receive $7 per
Share in cash. The Merger will become effective at such time as the certificate
of merger is duly filed with the Secretary of State of the State of Delaware or
at such later time as is specified in the certificate of merger (the "Effective
Time"). From and after the Effective Time, the Surviving Corporation will
possess all the rights, privileges, powers and franchises and be subject to all
of the restrictions, disabilities and duties of GNI and Green, all as provided
under Delaware Law. The Merger is subject to customary conditions, including the
approval and adoption of the Merger Agreement by the stockholders of GNI.

Pursuant to the terms of the Merger Agreement, after the Effective Time the
charter and by-laws of GNI will be amended and restated as of the Effective
Time. The Merger Agreement also calls for the resignation of certain members of
GNI's current board of directors. As a result of the Merger and the transactions
contemplated under the Merger Agreement, the Shares will be delisted from the
NASDAQ and their registration pursuant to the Securities Exchange Act of 1934
will terminate.

In connection with the execution of the Merger Agreement, Green also
entered into a voting agreement, dated February 11, 1998, with the Rollover
Shareholders and certain other members of management. Green also entered into
separate voting agreements, dated February 11, 1998, with Robert Fleming, Inc.
(the "Fleming Voting Agreement") and Heartland Advisors, Inc. (the "Heartland
Voting Agreement," and, together with the Fleming Voting Agreement and the
Management Voting Agreement, the "Voting Agreements"). The Reporting Persons,
Robert Fleming, Inc. and Heartland Advisors, Inc. are collectively referred to
herein as the Stockholders.

During the period (the "Agreement Period") beginning on February 11, 1998
and ending on the Termination Date (as defined in the Merger Agreement), each of
the Stockholders has agreed not to directly or indirectly (i) except pursuant to
the terms of the Merger Agreement or their respective Voting Agreement, offer
for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose
of, enforce or permit the execution of the provisions of any redemption
agreement with GNI or enter into any contract, option or other arrangement or
understanding with respect to or consent to the offer for sale, sale, transfer,
tender, pledge, encumbrance, assignment or other disposition of, or exercise any
discretionary powers to distribute, any or all of such Stockholder's Shares
subject to such Stockholder's respective Voting Agreement or any interest
therein, including any trust income or principal, except in each case to a
permitted transferee (a "Permitted Transferee"), who is or agrees to become
bound by the Stockholder's respective Voting Agreement; (ii) except as
contemplated by the respective Voting Agreement, grant any proxies or powers of
attorney with respect to any Shares; or (iii) take any action that would make
any representation or warranty of such Stockholder contained in such
Stockholder's respective Voting Agreement untrue or incorrect or have the effect
of preventing or disabling such Stockholder from performing such Stockholder's
obligations under its respective Voting Agreement.

Each Stockholder has waived any rights of appraisal or rights to dissent
from the Merger that such Stockholder may have. The Stockholders have
represented that no beneficiary who is a beneficial

<PAGE> 12

owner of Shares under any trust has any right of appraisal or right to dissent
from the Merger which has not been so waived.

Unless the Shares held by any trust which are presently subject to the
terms of any Voting Agreement are transferred to one or more Stockholders (and
remain subject in all respects to the terms of the respective Voting Agreement)
or other Permitted Transferees who upon receipt of such Shares become
signatories to such Voting Agreement, the Stockholders who are trustees shall
not take any action to terminate, close or liquidate any such trust and shall
take all steps necessary to maintain the existence thereof at least until the
first to occur of (i) the Effective Time and (ii) the Termination Date.

The parties to the Management Voting Agreement have agreed to take all
actions necessary to cause any Rollover Shares that constitute Pledged Shares
(as defined in the Management Voting Agreement) prior to the Effective Time to
be free and clear of all liens, claims, security interests, proxies, voting
trusts or agreements, understandings or arrangements or any other encumbrances
whatsoever.

Each Stockholder under such Stockholder's respective Voting Agreement has
agreed that, until the Termination Date, such Stockholder shall vote (or cause
to be voted) the Shares subject to such Voting Agreement held of record or
beneficially by such Stockholder (i) in favor of the Merger, the execution and
delivery by GNI of the Merger Agreement and the approval of the terms thereof
and each of the other actions contemplated by the Merger Agreement and its
respective Voting Agreement and any actions required in furtherance thereof;
(ii) against any action or agreement that would result in a breach of any
covenant, representation or warranty or any other obligation or agreement of GNI
under the Merger Agreement or its respective Voting Agreement; and (iii) against
the following actions (other than the Merger and the transactions contemplated
by the Merger Agreement or any such actions identified in writing to Green in
advance): (A) any extraordinary corporate transaction, including, without
limitation, a merger, consolidation or other business combination involving GNI
or its subsidiaries; (B) a sale, lease or transfer of a material amount of
assets of GNI or its subsidiaries or a reorganization, recapitalization,
dissolution or liquidation of GNI or its subsidiaries; (C) any change in the
majority of the board of directors of GNI; (D) any material change in the
present capitalization of GNI or any amendment of GNI's Certificate of
Incorporation or By-Laws; (E) any other material change in GNI's corporate
structure or business; or (F) any other action which is intended, or could
reasonably be expected, to impede, interfere with, delay, postpone, discourage
or materially adversely affect the Merger or the transactions contemplated by
the Merger Agreement or the Stockholder's respective Voting Agreement.

Each Stockholder has appointed Green and any designee of Green, each of
them individually, such Stockholder's irrevocable (until the Termination Date)
proxy and attorney-in-fact (with full power of substitution) to vote such
Stockholder's Shares as described above. The proxy is irrevocable (until the
Termination Date) and coupled with an interest. Each Stockholder has agreed to
take such further action and execute such other instruments as may be necessary
to effectuate the intent of the proxy and has revoked any proxy previously
granted by such Stockholder with respect to such Stockholder's Shares.

The Reporting Persons have been informed that 399 Venture Partners, Inc.
will, along with certain other investors, prior to the Effective Time, invest in
Green, and that Green will use the proceeds of those investments, as well as
the proceeds of the Debt Financing (as defined in the Merger Agreement), in
order to effect the consummation of the transactions contemplated by the Merger
Agreement.

<PAGE> 13

Item 5. Interest in Securities of the Issuer

Ms. Born has the sole power to dispose of the 1,500 shares held by her.
By virtue of the Management Voting Agreement described under Item 2, the
Reporting Persons have agreed to vote in favor of the adoption and approval of
the Merger Agreement. Therefore, Ms. Born, pursuant to Rule 13d-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), may be deemed
to be the beneficial owner of the 981,384 shares owned by all of the Reporting
Persons, which represent 14.7% of the outstanding shares of GNI. Other than the
1,500 shares held by her, Ms. Born disclaims beneficial ownership of the shares
held by the Reporting Persons.

Dr. Dudney has the sole power to dispose of the 44,959 shares held by
him. By virtue of the Management Voting Agreement described under Item 2, the
Reporting Persons have agreed to vote in favor of the adoption and approval of
the Merger Agreement. Therefore, Dr. Dudney, pursuant to Rule 13d-3 of the
Exchange Act, may be deemed to be the beneficial owner of the 981,384 shares
owned by all of the Reporting Persons, which represent 14.7% of the outstanding
shares of GNI. Other than the 44,959 shares held by him, Dr. Dudney disclaims
beneficial ownership of the shares held by the Reporting Persons.

Mr. Titus H. Harris, Jr. has the sole power to dispose of 2,000 shares
held by him. Mr. Harris shares the power to dispose 161,055 shares which are the
subject of a Pledge Agreement with a third party. By virtue of the Management
Voting Agreement described under Item 2, the Reporting Persons have agreed to
vote in favor of the adoption and approval of the Merger Agreement. Therefore,
Mr. Titus Harris Jr., pursuant to Rule 13d-3 of the Exchange Act, may be deemed
to be the beneficial owner of the 981,384 shares owned by all of the Reporting
Persons, which represent 14.7% of the outstanding shares of GNI. Other than the
163,055 shares held by him, Mr. Harris disclaims beneficial ownership of the
shares held by the Reporting Persons.

Mr. Carl V Rush, Jr. has the sole power to dispose of the 5,000 shares
held by him. By virtue of the Management Voting Agreement described under Item
2, the Reporting Persons have agreed to vote in favor of the adoption and
approval of the Merger Agreement. Therefore, Mr. Rush pursuant to Rule 13d-3 of
the Exchange Act, may be deemed to be the beneficial owner of the 981,384
shares owned by all of the Reporting Persons, which represent 14.7% of the
outstanding shares of GNI. Other than the 5,000 shares held by him, Mr. Rush
disclaims beneficial ownership of the shares held by the Reporting
Persons.

Mr. Titus H. Harris, III has the sole power to dispose of the 57,370
shares held by him. By virtue of the Management Voting Agreement described under
Item 2, the Reporting Persons have agreed to vote in favor of the adoption and
approval of the Merger Agreement. Therefore, Mr. Titus H. Harris III, pursuant
to Rule 13d-3 of the Exchange Act, may be deemed to be the beneficial owner of
the 981,384 shares owned by all of the Reporting Persons, which represent 14.7%
of the outstanding shares of GNI. Other than the 57,370 shares held by him, Mr.
Harris, disclaims beneficial ownership of the shares held by the Reporting
Persons.

Mr. Cochrane has the sole power to dispose of the 1,000 shares held by
him. By virtue of the Management Voting Agreement described under Item 2, the
Reporting Persons have agreed to vote in favor of the adoption and approval of
the Merger Agreement. Therefore, Mr. Cochrane, pursuant to Rule 13d-3 of the
Exchange Act, may be deemed to be the beneficial owner of the 981,384 shares
owned by all of the Reporting Persons, which represent 14.7% of the outstanding
shares of GNI. Other than the 1,000 shares held by him, Mr. Cochrane disclaims
beneficial ownership of the shares held by the Reporting Persons.

<PAGE> 14

Mr. G. Stacy Smith shares dispositive power with respect to the 45,000
shares reported by him. Mr. Smith is a 50% owner of WS Capital, L.L.C., which is
the sole general partner of Walker Smith Capital, L.P., the direct beneficial
owner of the 45,000 shares reported by Mr. Smith. Mr. Smith disclaims beneficial
ownership of 41,058 shares of the Common Stock held by Walker Smith Capital,
L.P. In addition, by virtue of the Management Voting Agreement described under
Item 2, the Reporting Persons have agreed to vote in favor of the adoption and
approval of the Merger Agreement. Therefore, Mr. G. Stacy Smith, pursuant to
Rule 13d-3 of the Exchange Act, may be deemed to be the beneficial owner of the
981,384 shares owned by all of the Reporting Persons, which represents 14.7% of
the outstanding shares of GNI. Other than the 3,942 shares held by Mr. G. Stacy
Smith, Mr. G. Stacy Smith disclaims beneficial ownership of the shares held by
the Reporting Persons.

Ms. Harris has the sole power to dispose of the 106,500 shares held by
her. By virtue of the Management Voting Agreement described under Item 2, the
Reporting Persons have agreed to vote in favor of the adoption and approval of
the Merger Agreement. Therefore, Ms. Harris, pursuant to Rule 13d-3 of the
Exchange Act, may be the beneficial owner of the 981,384 shares owned by all of
the Reporting Persons, which represent 14.7% of the outstanding shares of GNI.
Other than the 106,500 shares held by her, Ms. Harris, disclaims beneficial
ownership of the shares held by the Reporting Persons.

No transactions in the Common Stock were effected during the past 60 days
by the Reporting Persons named in Item 2.

Each Reporting Person has the right to receive and the power to direct the
receipt of dividends from, and the proceeds from the sale of, the Sole
Dispositive Shares held by such Reporting Person.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.

See Item 4 with respect to the Merger Agreement and the Voting Agreements.

A copy of the Merger Agreement and the Management Voting Agreement are attached
hereto as Exhibits A and B, respectively, and are incorporated herein by
reference. Except for the agreements described in response to Item 4, to the
best knowledge of the undersigned, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the persons
enumerated in Item 2 and any other person, with respect to any securities of The
GNI Group, Inc., including, but not limited to, transfer or voting arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

A. Agreement and Plan of Merger dated as of February 12, 1998 between
Green I Acquisition Corp. and The GNI Group, Inc., with Attachments

B. Management Voting Agreement dated as of February 11, 1998 between
Green I Acquisition Corp. and certain Stockholders of The GNI Group,
Inc.

C. Joint Filing Agreement by and among the Reporting Persons.

<PAGE> 15

SIGNATURES

After reasonable inquiry and to the best of the undersigned's knowledge
and belief, each of the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.

Dated: February 23, 1998.

DAWN S. BORN
----------------------------------------
Dawn S. Born

NEWTON S. DUDNEY, M.D.
----------------------------------------
Newton S. Dudney, M.D.

TITUS H. HARRIS, JR.
----------------------------------------
Titus H. Harris, Jr.

CARL V RUSH, JR.
----------------------------------------
Carl V Rush, Jr.

TITUS H. HARRIS, III
----------------------------------------
Titus H. Harris, III

G. STACY SMITH
----------------------------------------
G. Stacy Smith

RICHARD M. COCHRANE
----------------------------------------
Richard M. Cochrane

SUE M. HARRIS
----------------------------------------
Sue M. Harris

<PAGE> 16
INDEX TO EXHIBITS

A Agreement and Plan of Merger dated as of February 12, 1998 between
Green I Acquisition Corp. and The GNI Group, Inc., with Attachments

B Management Voting Agreement dated as of February 11, 1998 between
Green I Acquisition Corp. and certain Stockholders of The GNI Group,
Inc.

C Joint Filing Agreement by and among the Reporting Persons.

<PAGE> 1

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

between

GREEN I ACQUISITION CORP.

and

THE GNI GROUP, INC.

Dated as of February 12, 1998

<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<S> <C>
Page
ARTICLE I
THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.01. The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Company Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.03. Effective Time; Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.04. Effect of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.05. Articles of Incorporation; By-laws . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.06. Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 1.07. Conversion of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 1.08. Employee Stock Options; Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 1.09. Dissenting Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 1.10. Surrender of Shares; Stock Transfer Books . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.01. Organization and Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.02. Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.03. Authorization and Validity of Agreement . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.04. Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 2.05. No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 2.06. SEC Reports; Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 2.07. Disclosure Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 2.08. Compliance with Law; Environmental Matters . . . . . . . . . . . . . . . . . . . . . 10
SECTION 2.09. Absence of Certain Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 2.10. No Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 2.11. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 2.12. Employee Benefit Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 2.13. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 2.14. Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 2.15. Other Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 2.16. Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 2.17. Brokers and Finders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 2.18. Opinion of Financial Advisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 2.19. Real Property and Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 2.20. Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 2.21. Certain Business Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 2.22. [Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 2.23. Customers and Suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 2.24. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 2.25. Vote Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
</TABLE>

-i-
<PAGE> 3

<TABLE>
<S> <C>
SECTION 2.26. Stock Retention and Voting Agreements . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 3.01. Organization and Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 3.02. Authorization and Validity of Agreement . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 3.03. Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 3.04. No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 3.05. Disclosure Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 3.06. Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE IV
COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 4.02. Access; Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 4.03. Preparation of Company Statement;
Shareholders' Meeting; Further Actions . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 4.04. Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 4.05. Recapitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 4.06. Acquisition Proposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 4.07. D&O Indemnification and Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 4.08. Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 4.09. Debt Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 4.10. Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 4.11. Schedule 13-E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 4.12. Certain Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE V
CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 5.01. Conditions to the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE VI
TERMINATION, AMENDMENT AND WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 6.01. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 6.02. Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 6.03. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 6.04. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 6.05. Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE VII
GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 7.01. Non-Survival of Representations,
Warranties and Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 7.02. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
</TABLE>

-ii-
<PAGE> 4
<TABLE>
<S> <C> <C>
SECTION 7.03. Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 7.04. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 7.05. Entire Agreement; Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 7.06. Parties in Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 7.07. Specific Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 7.08. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 7.09. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 7.10. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
</TABLE>

EXHIBIT A Amended and Restated Certificate of Incorporation of
The GNI Group, Inc.

EXHIBIT B Amended and Restated By-Laws of The GNI Group, Inc.

EXHIBIT C-1 Voting Agreements

EXHIBIT C-2 Management Voting Agreements

EXHIBIT 4.01(k)(iv) Capital Budget

-iii-
<PAGE> 5
GLOSSARY OF DEFINED TERMS

Defined Term Location of Definition
------------ ----------------------
<S> <C>
Acquisition Proposal . . . . . . . . . . . . . . . . . . . . . . . . Section 4.06
affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.03(a)
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preamble
beneficial owner . . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.03(b)
Benefit Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.03
Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 1.02
business day . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.03(c)
Capital Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.03
Capital Lease Obligations . . . . . . . . . . . . . . . . . . . . . . Section 7.03
Certificate of Merger . . . . . . . . . . . . . . . . . . . . . . . . Section 1.03
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 1.09(b)
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.12(a)
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preamble
Company Disclosure Schedule . . . . . . . . . . . . . . . . . . . . . Section 2.01
Company SEC Documents . . . . . . . . . . . . . . . . . . . . . . . . Section 2.06
Company Statement . . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.07
control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.03(f)
Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 4.07(a)
Debt Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 4.09
defined benefit plan . . . . . . . . . . . . . . . . . . . . . . . . Section 2.12(b)
Delaware Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recitals
Dissenting Shares . . . . . . . . . . . . . . . . . . . . . . . . . . Section 1.09(a)
D&O Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 4.07(b)
Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 1.03
Equity Financing . . . . . . . . . . . . . . . . . . . . . . . . . . Section 3.06
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.03(m)
ERISA Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.03(n)
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.04
Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 4.08(a)
Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 6.03(d)
First Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.17
Funded Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.03(o)
Governmental Entity . . . . . . . . . . . . . . . . . . . . . . . . . Section 4.03(d)
Governmental Order . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.08
Guaranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.03(p)
HSR Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.04
</TABLE>

-iv-
<PAGE> 6
GLOSSARY OF DEFINED TERMS

<TABLE>
<S> <C>
Indemnified Parties . . . . . . . . . . . . . . . . . . . . . . . . . Section 4.07(a)
Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . Section 2.14(d)
Knowledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.03(r)
Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.08
Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.19(d)
Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.19(b)
Management Voting Agreement . . . . . . . . . . . . . . . . . . . . . Section 1.07(c)
Material Adverse Effect . . . . . . . . . . . . . . . . . . . . . . . Section 7.03(s)
Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.20(a)
Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recitals
Merger Consideration . . . . . . . . . . . . . . . . . . . . . . . . Section 1.07(a)
Mirror Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . Section 4.10
Multiemployer Plan . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.03(t)
Ordinary Course of Business . . . . . . . . . . . . . . . . . . . . . Section 7.03(u)
Option Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 1.08
Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 1.08
Owned Intellectual Property . . . . . . . . . . . . . . . . . . . . . Section 2.14(a)
Owned Real Property . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.19(b)
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 1.10(a)
Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.05
Permitted Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.19(b)
Per Share Amount . . . . . . . . . . . . . . . . . . . . . . . . . . Section 1.07(a)
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.03(v)
Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.03(w)
Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.02(a)
Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preamble
Purchaser Disclosure Schedule . . . . . . . . . . . . . . . . . . . . Section 3.03
Registration Statement . . . . . . . . . . . . . . . . . . . . . . . Section 4.12
Revolver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 4.9 (b)
Rollover Shareholder . . . . . . . . . . . . . . . . . . . . . . . . Section 1.07(c)
Sanders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 1.02(a)
Schedule 13E-3 . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.07
SEC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 1.10(a)
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.04
Shareholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recitals
Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recitals
Shareholders' Meeting . . . . . . . . . . . . . . . . . . . . . . . . Section 4.03(c)
Stockholders Agreement . . . . . . . . . . . . . . . . . . . . . . . Section 5.01(c)(viii)
subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.03(aa)
Surviving Corporation . . . . . . . . . . . . . . . . . . . . . . . . Section 1.01
</TABLE>

-v-
<PAGE> 7
GLOSSARY OF DEFINED TERMS

<TABLE>
<S> <C>
Swap Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . Section 7.03(bb)
Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.13(a)
Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.13(a)
Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 1.02(a)
Voting Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.26
Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 1.08(b)
</TABLE>

-vi-
<PAGE> 8
AGREEMENT AND PLAN OF MERGER, dated as of February 12, 1998
(this "Agreement"), between GREEN I ACQUISITION CORP., a Delaware corporation
("Purchaser"), and The GNI Group, Inc., a Delaware corporation (the "Company").

WHEREAS, the Boards of Directors of Purchaser and the Company
have each determined that it is in the best interests of its shareholders for
Purchaser to acquire the Company upon the terms and subject to the conditions
set forth herein; and

WHEREAS, also in furtherance of such acquisition, the Board of
Directors of Purchaser and the Company has each approved the merger (the
"Merger") of Purchaser with and into the Company in accordance with the General
Corporation Law of the State of Delaware ("Delaware Law") upon the terms and
subject to the conditions set forth herein; and

WHEREAS, Purchaser is unwilling to enter into this Agreement
unless, contemporaneously with the execution and delivery of this Agreement,
certain beneficial and record stockholders of the Company have entered into
certain voting agreements, substantially in the form as set forth in Exhibits
C-1 and C-2 hereto, providing for certain actions relating to certain of the
shares of common stock, par value $.01 per share, of the Company (shares of
common stock of the Company being collectively referred to as "Shares" and
individually as a "Share") owned or controlled by them;

WHEREAS, Purchaser and the Company desire to make certain
representations, warranties, covenants and agreements in connection with the
Merger and also to prescribe certain conditions to the Merger;

WHEREAS, it is intended that the Merger be recorded as a
recapitalization for financial reporting purposes;

NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements herein contained, and intending to be legally
bound hereby, Purchaser and the Company hereby agree as follows:

ARTICLE
THE MERGER

SECTION 1.01 The Merger. Upon the terms and subject to the
conditions set forth in Article V, and in accordance with Delaware Law, at the
Effective Time (as hereinafter defined), Purchaser shall be merged with and
into the Company. As a result of the Merger, the separate corporate existence
of Purchaser shall cease and the Company shall continue as the surviving
corporation of the Merger (the "Surviving Corporation").

<PAGE> 9

SECTION 1.02 Company Action. (a) The Company hereby
represents that (i) the Board of Directors of the Company (the "Board"), at a
meeting duly called and held on February 10, 1998, has (A) determined that this
Agreement, the Merger and the other transactions contemplated by this Agreement
(collectively, the "Transactions") and the Transactions are fair to and in the
best interests of the holders of Shares, (B) approved and adopted this
Agreement and the Merger and (C) recommended that the shareholders of the
Company approve and adopt this Agreement and the Merger and (ii) Sanders Morris
Mundy Inc. ("Sanders") has delivered to the Board an opinion to the effect
that, as of the date of this Agreement, the cash consideration to be received
in the Merger by the holders of Shares (other than Purchaser and its affiliates
and any other holders of Shares who will retain Shares following consummation
of the Merger) is fair from a financial point of view to such holders. The
Company agrees to include in the Company Statement (as defined in Section 2.07)
the recommendation of the Board described in the immediately preceding
sentence.

(b) The Company shall take all action as may be necessary
to effect the Transactions as contemplated by this Agreement, including,
without limitation, promptly mailing the Company Statement to the record
holders and beneficial owners of the Shares.

SECTION 1.03 Effective Time; Closing. As promptly as
practicable after the satisfaction or, if permissible, waiver of the conditions
set forth in Article V, the parties hereto shall cause the Merger to be
consummated by filing a certificate of merger (the "Certificate of Merger")
with the Secretary of State of the State of Delaware, in such form or forms as
is required by, and executed in accordance with the relevant provisions of,
Delaware Law (the date and time of such filing being the "Effective Time").
Prior to such filing, a closing shall be held at the offices of Morgan, Lewis &
Bockius LLP, 101 Park Avenue, New York, New York, or such other place as the
parties shall agree, for the purpose of confirming the satisfaction or waiver,
as the case may be, of the conditions set forth in Article V.

SECTION 1.04 Effect of the Merger. At the Effective Time,
the effect of the Merger shall be as provided in the applicable provisions of
Delaware Law. Without limiting the generality of the foregoing, and subject
thereto, at the Effective Time all the property, rights, privileges, powers and
franchises of the Company and Purchaser shall vest in the Surviving
Corporation, and all debts, liabilities, obligations, restrictions,
disabilities and duties of the Company and Purchaser shall become the debts,
liabilities, obligations, restrictions, disabilities and duties of the
Surviving Corporation.

SECTION 1.05 Articles of Incorporation; By-laws. (a) At the
Effective Time, the Certificate of Incorporation of the Surviving Corporation
shall be amended to read in its entirety as set forth in Exhibit A attached
hereto until thereafter amended as provided by law and such Certificate of
Incorporation.

<PAGE> 10

(b) At the Effective Time, the By-laws of the Surviving
Corporation shall be amended to read as set forth in Exhibit B attached hereto
until thereafter amended as provided by law and such By-laws.

SECTION 1.06 Directors and Officers. The directors of the
Company immediately prior to the Effective Time shall be the initial directors
of the Surviving Corporation, each to hold office in accordance with the
Certificate of Incorporation and By-laws of the Surviving Corporation, and the
officers of the Company immediately prior to the Effective Time shall be the
initial officers of the Surviving Corporation, in each case until their
respective successors are duly elected or appointed and qualified.

SECTION 1.07. Conversion of Securities. At the Effective
Time, by virtue of the Merger and without any action on the part of Purchaser,
the Company or the holders of any of the following securities:

(a) Each Share issued and outstanding immediately prior
to the Effective Time (other than any Shares to be canceled pursuant
to Section 1.07(b), any Shares to remain outstanding pursuant to
Section 1.07(c) and any Dissenting Shares as defined in Section 1.09)
shall be canceled and shall be converted automatically into the right
to receive an amount equal to $7.00 (the "Per Share amount") in cash
(the "Merger Consideration") payable, without interest, to the holder
of such Share, upon surrender, in the manner provided in Section 1.10,
of the certificate that formerly evidenced such Share;

(b)(i) Each Share held in the treasury of the Company and
each Share owned by any direct or indirect wholly owned subsidiary of
the Company and each Share owned by Purchaser immediately prior to the
Effective Time shall be canceled without any conversion thereof and no
payment or distribution shall be made with respect thereto; (ii) Each
share of common stock of Purchaser outstanding immediately prior to
the Effective Time shall be converted and exchanged for one validly
issued, fully paid and nonassessable share of Class A or Class B
Common Stock (as appropriate), par value $.01 per share, of the
Surviving Corporation equal to and with the same rights, powers and
privileges as the shares so converted; and (iii) Each share of
preferred stock of Purchaser outstanding immediately prior to the
Effective Time shall be converted and exchanged for one validly
issued, fully paid and non-assessable share of Series A Preferred
Stock of the Surviving Corporation with the same rights, powers and
privileges as the preferred stock so converted;

(c) certain of the Shares held by and registered in the
names of certain members of management and the Board (the "Rollover
Shareholders"), pursuant to the terms of the voting agreement among
the Rollover Shareholders, certain members of management and
Purchaser, substantially as set forth in Exhibit C-2 attached hereto
(the

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<PAGE> 11

"Management Voting Agreement"), shall not be canceled as provided
above, but shall remain outstanding.

SECTION 1.08 Employee Stock Options; Warrants. (a) Unless
otherwise provided in the Management Voting Agreement, each option to purchase
Shares ("Options") that is outstanding immediately prior to the Effective Time
(whether or not vested or exercisable) shall, at the Effective Time, be
canceled, and in exchange therefor, each Option holder shall receive a cash
payment which, prior to deduction for applicable withholding taxes, is in an
amount equal to the product of (A) the excess, if any, of the Per Share Amount
over the per share exercise price of the Option and (B) the number of shares
subject to the Option (whether or not vested). The Company shall make such
payment on or prior to the Effective Date immediately upon receipt of a written
agreement from the Option holder to accept such payment in full settlement of
such Option holder's rights with respect to the Option. If the per share
exercise price of any Option equals or exceeds the Per Share Amount, such
Option shall be canceled without any payment required thereunder. No such Plan
will survive the Effective Time.

(b) the warrants issued pursuant to the Note and Warrant
Purchase Agreement between the Company and the other parties thereto (the
"Warrants") will have been canceled and the holders thereof shall have received
payment in full in accordance with the terms of the Warrants.

SECTION 1.09 Dissenting Shares. (a) Notwithstanding any
provision of this Agreement to the contrary, Shares that are outstanding
immediately prior to the Effective Time and that are held by shareholders who
shall not have voted in favor of the Merger and who shall have complied with
all of the relevant provisions of Section 262 of Delaware Law (collectively,
the "Dissenting Shares") shall not be converted into or represent the right to
receive the Merger Consideration but instead shall be converted into the right
to receive payment from the Surviving Corporation with respect to such
Dissenting Shares in accordance with Delaware Law, unless and until such
holders shall have failed to perfect or shall have effectively withdrawn or
lost their rights to appraisal under Delaware Law. If any such holder shall
have failed to perfect or shall have effectively withdrawn or lost such right,
such holder's Shares shall be entitled to receive the Merger Consideration in
accordance with Section 1.07.

(b) The Company shall give Purchaser (i) prompt notice of
any demands for appraisal received by the Company, withdrawals of such demands,
and any other instruments served pursuant to Delaware Law and received by the
Company and (ii) the opportunity to participate in all negotiations and
proceedings with respect to demands for appraisal under Delaware Law. The
Company shall not, except with the prior written consent of Purchaser (which
consent shall not be unreasonably withheld), make any payment with respect to
Dissenting Shares or offer to settle or settle any claims or demands with
respect to Dissenting Shares.

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<PAGE> 12
SECTION 1.10 Surrender of Shares; Stock Transfer Books. (a)
Prior to the Effective Time, Purchaser shall designate a bank or trust company
(which bank or trust company shall be reasonably acceptable to the Company) to
act as agent (the "Paying Agent") for the holders of Shares in connection with
the Merger to receive the funds to which holders of Shares shall become
entitled pursuant to Section 1.07(a). Such funds shall be invested by the
Paying Agent as directed by the Surviving Corporation, provided that such
investments shall be in obligations of or guaranteed by the United States of
America or of any agency thereof and backed by the full faith and credit of the
United States of America, in commercial paper obligations rated A-1 or P-1 or
better by Moody's Investors Services, Inc. or Standard & Poor's Corporation,
respectively, or in deposit accounts, certificates of deposit or banker's
acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar
time deposits purchased from, commercial banks with capital, surplus and
undivided profits aggregating in excess of $1.0 billion (based on the most
recent financial statements of such bank which are then publicly available at
the Securities and Exchange Commission (the "SEC") or otherwise).

(b) Promptly after the Effective Time, the Surviving
Corporation shall cause to be mailed to each Person who was, at the Effective
Time, a holder of record of Shares entitled to receive the Merger Consideration
pursuant to Section 1.07(a), a form of letter of transmittal (which shall
specify that delivery shall be effected, and risk of loss and title to the
certificates evidencing Shares (the "Certificates") shall pass, only upon
proper delivery of the Certificates to the Paying Agent) and instructions for
use in effecting the surrender of the Certificates pursuant to such letter of
transmittal. Upon surrender to the Paying Agent of a Certificate, together with
such letter of transmittal, duly completed and validly executed in accordance
with the instructions thereto, and such other documents as may be required
pursuant to such instructions, the holder of such Certificate shall be entitled
to receive in exchange therefor the Merger Consideration for each Share
formerly evidenced by such Certificate, and such Certificate shall then be
canceled. No interest shall accrue or be paid on the Merger Consideration
payable upon the surrender of any Certificate for the benefit of the holder of
such Certificate. If payment of the Merger Consideration is to be made to a
Person other than the Person in whose name the surrendered Certificate is
registered on the stock transfer books of the Company, it shall be a condition
of payment that the Certificate so surrendered shall be endorsed properly or
otherwise be in proper form for transfer and that the Person requesting such
payment shall have paid all transfer and other taxes required by reason of the
payment of the Merger Consideration to a Person other than the registered
holder of the Certificate surrendered or shall have established to the
satisfaction of the Surviving Corporation that such taxes either have been paid
or are not applicable.

(c) At any time following the sixth month after the
Effective Time, the Surviving Corporation shall be entitled to require the
Paying Agent to deliver to it any funds which had been made available to the
Paying Agent and not disbursed to holders of Shares (including, without
limitation, all interest and other income received by the Paying Agent in
respect of all funds made available to it), and thereafter such holders shall
be entitled to look to the Surviving Corporation (subject to abandoned
property, escheat and other similar laws) only

5
<PAGE> 13
as general creditors thereof with respect to any Merger Consideration that may
be payable upon due surrender of the Certificates held by them to the fullest
extent permitted by law. Notwithstanding the foregoing, to the fullest extent
permitted by law, neither the Surviving Corporation nor the Paying Agent shall
be liable to any holder of a Share for any Merger Consideration delivered in
respect of such Share to a public official pursuant to any abandoned property,
escheat or other similar law.

(d) At the Effective Time, the stock transfer books of
the Company shall be closed to the extent permitted by applicable law and
thereafter there shall be no further registration of transfers of Shares on the
records of the Company. From and after the Effective Time, the holders of
Shares outstanding immediately prior to the Effective Time shall cease to have
any rights with respect to such Shares except as otherwise provided herein or
by applicable law.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to Purchaser as
follows:

SECTION 2.01 Organization and Qualification. The Company and
each of its subsidiaries (a) is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, (b) has the
requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as it is now being conducted and (c) is
in good standing and duly qualified to do business in each jurisdiction in
which the transaction of its business makes such qualification necessary;
except where the failure to be so organized, existing, qualified and in good
standing or to have such power or authority would not constitute a Material
Adverse Effect. True and complete copies of the Certificates of Incorporation
and the by-laws (or other comparable governing documents) of the Company and
each of its subsidiaries have been made available to Purchaser. A true and
complete list of all of the Company's subsidiaries, together with the
jurisdiction of incorporation of each such subsidiary and the percentage of the
outstanding capital stock of each such subsidiary owned by the Company and its
subsidiaries, is set forth in Section 2.01 of the Company's disclosure schedule
delivered to Purchaser in connection with this Agreement (the "Company
Disclosure Schedule").

SECTION 2.02 Capitalization. (a) The authorized capital
stock of the Company consists of 20,000,000 Shares and 1,000,000 shares of
preferred stock, par value $.01 per share (the "Preferred Stock"), of which
500,000 shares have been designated "Series A Preferred Stock." As of the date
of this Agreement, (i) 6,674,709 Shares were issued and outstanding and 40,184
Shares were held in treasury, (ii) 808,950 Shares were reserved for issuance
pursuant to outstanding Options and 208,517 Shares were reserved for issuance
in respect of future grants of Options, (iii) 428,400 Shares were reserved for
issuance pursuant to outstanding warrants, and (iv) no shares of Preferred
Stock were issued and outstanding. All outstanding Shares are validly

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<PAGE> 14
issued, fully paid and nonassessable and are not subject to preemptive rights.
Except as set forth in this Section 2.02(a) or as disclosed in Section 2.02(a)
of the Company Disclosure Schedule, there are no outstanding subscriptions,
options, warrants, calls, rights, commitments or any other agreements to which
the Company is a party or by which the Company is bound which obligate the
Company to (i) issue, deliver or sell or cause to be issued, delivered or sold
any additional Shares or any other capital stock of the Company or any other
securities convertible into, or exercisable or exchangeable for, or evidencing
the right to subscribe for, any such Shares or (ii) purchase, redeem or
otherwise acquire any Shares and any other capital stock of the Company. All
Shares subject to issuance as aforesaid, upon issuance on the terms and
conditions specified in the instruments pursuant to which they are issuable,
will be duly authorized, validly issued, fully paid and nonassessable. There
are no outstanding contractual obligations of the Company or any of its
subsidiaries to repurchase, redeem or otherwise acquire any Shares or any
capital stock of any such subsidiary or to provide funds to, or make any
investment (in the form of a loan, capital contribution or otherwise) in, any
subsidiary (other than a wholly owned subsidiary of the Company) or any other
Person. Each outstanding share of capital stock of each of the Company's
subsidiaries is duly authorized, validly issued, fully paid and nonassessable
and, except as disclosed on Section 2.02 (a) of the Company Disclosure
Schedule, each such share is owned by the Company and its subsidiaries is free
and clear of all security interests, liens, claims, pledges, options, rights of
first refusal, agreements, limitations on the Company's or such other
subsidiary's voting rights, charges and other encumbrances of any nature
whatsoever, except for liens arising by operation of law that would not
constitute a Material Adverse Effect.

(b) Except as provided in Section 2.02(b) of the Company
Disclosure Schedule, there are no voting trusts or shareholder agreements to
which the Company is a party with respect to the voting of the capital stock of
the Company.

SECTION 2.03 Authorization and Validity of Agreement. The
Company has the requisite corporate power and authority to execute and deliver
this Agreement and to consummate the Transactions in accordance with the terms
hereof (subject to the approval and adoption of this Agreement and the Merger
by the holders of a majority of the outstanding Shares and the filing and
recordation of appropriate merger documents as required by Delaware Law). The
Board has duly authorized the execution, delivery and performance of this
Agreement by the Company, and no other corporate action or other corporate
proceedings on the part of the Company are necessary to authorize this
Agreement or the Transactions (other than the approval and adoption of this
Agreement and the Merger by the holders of a majority of the outstanding
Shares). This Agreement has been duly and validly executed and delivered by the
Company and, assuming this Agreement constitutes the legal, valid and binding
obligation of Purchaser, constitutes the legal, valid and binding obligation of
the Company, enforceable against the Company in accordance with its terms,
except as enforcement thereof may be limited by any bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws
affecting the enforcement of creditors' rights generally or by general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law). The

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<PAGE> 15
Board has taken all necessary actions such that the provisions of Section
203 of Delaware Law do not apply to the Transactions.

SECTION 2.04 Consents and Approvals. Neither the execution
and delivery of this Agreement by the Company nor the performance of this
Agreement by the Company and the consummation by the Company of the
Transactions will require on the part of the Company or any of its subsidiaries
any consent, approval, authorization or permit of, or filing with or
notification to, any Governmental Entity, except (i) in connection with the
applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements
of the Securities Act of 1933, as amended (the "Securities Act") and the SEC's
rules and regulations thereunder, the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and the SEC's rules and regulations promulgated
thereunder and state takeover laws (iii) the filing and recordation of the
Certificate of Merger pursuant to Delaware Law and appropriate documents with
the relevant authorities of other states in which the Company is authorized to
do business, (iv) as set forth in Section 2.04 of the Company Disclosure
Schedule or (v) where the failure to obtain such consent, approval,
authorization or permit, or to make such filing or notification would not
constitute a Material Adverse Effect or restrict or prevent the consummation of
the Transactions.

SECTION 2.05 No Violation. Except as set forth in Section
2.05 of the Company Disclosure Schedule, assuming the Merger has been duly
approved by the holders of a majority of the outstanding Shares, neither the
execution and delivery of this Agreement by the Company nor the performance of
this Agreement by the Company and the consummation by the Company of the
Transactions will (a) conflict with or violate the Certificate of Incorporation
of the Company or the By-laws (or other comparable governing documents) of the
Company or any of its subsidiaries; (b) result in a violation or breach of,
constitute a default (with or without notice or lapse of time, or both) under,
give rise to any right of termination, cancellation or acceleration of, or
result in the imposition of any lien, charge or other encumbrance on any assets
or property of the Company or any of its subsidiaries pursuant to, any note,
bond, mortgage, indenture, contract, agreement, Lease, license, permit,
franchise or other instrument or obligation to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries or
any of their respective assets or properties are bound, except for any such
violations, breaches and defaults (or rights of termination, cancellation or
acceleration or lien or other charge or encumbrance) described in this clause
(b) as to which requisite waivers or consents have been obtained or which would
not constitute a Material Adverse Effect or restrict or prevent the
consummation of the Transactions; or (c) assuming the consents, approvals,
authorizations or permits and filings or notifications referred to in Section
2.04 and this Section 2.05 are duly and timely obtained or made and the
approval of the Merger by the holders of a majority of the outstanding Shares
has been obtained, conflict with or violate any order, writ, injunction,
decree, statute, rule or regulation applicable to the Company, any of its
subsidiaries or any of their respective assets and properties, except for such
violations which would not constitute a Material Adverse Effect or restrict or
prevent the consummation of the Transactions. Except as would not constitute
a Material Adverse Effect, the Company and each of its

8
<PAGE> 16
subsidiaries hold all permits, variances, licenses, exemptions, orders and
approvals of governmental, administrative, and regulatory authorities,
(collectively, "Permits") regarding the conduct of their respective businesses
and the use of their respective property, including, without limitation, all
Permits issued by any governmental, administrative and regulatory authorities
that are concerned with the safety, efficacy, reliability or manufacturing of
chemicals, as now being conducted and the same are in full force and effect.

SECTION 2.06 SEC Reports; Financial Statements. (a) Except
as set forth on Section 2.06 of the Company Disclosure Schedule, since January
1, 1995 the Company has filed with the SEC all forms, reports, schedules,
statements and other documents required to be filed by it with the SEC pursuant
to the Securities Act and the SEC's rules and regulations promulgated
thereunder and the Exchange Act and the SEC's rules and regulations promulgated
thereunder (any such documents filed prior to the date hereof being
collectively, the "Company SEC Documents"). The Company SEC Documents
including, without limitation, any financial statements or schedules included
therein, at the time filed, or in the case of registration statements on their
respective effective dates, (i) complied as to form in all material respects
with the applicable requirements of the Securities Act and the SEC's rules and
regulations promulgated thereunder and the Exchange Act and the SEC's rules and
regulations promulgated thereunder and (ii) did not at the time filed (or, in
the case of registration statements, at the time of effectiveness), contain any
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading. No
subsidiary of the Company is required to file any form, report or other
document with the SEC.

(b) Each of the consolidated financial statements of the
Company (including any related notes thereto) included in the Company SEC
Documents (excluding the Company SEC Documents described in Section 2.07)
comply as to form in all material respects with applicable accounting
requirements and with the published rules and regulations of the SEC with
respect thereto, have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis during the period involved
(except as may be indicated in such financial statements or in the notes
thereto or, in the case of unaudited financial statements, as permitted by the
requirements of Form 10-Q) and present fairly, in all material respects
(subject, in the case of the unaudited statements, to normal year-end
adjustments which such adjustments in the aggregate would constitute a Material
Adverse Effect and the absence of footnotes), the financial position of the
Company as of the dates thereof and the results of the Company's operations and
cash flows for the periods presented therein.

(c) The Company has heretofore furnished or made
available to Purchaser complete and correct copies of all amendments and
modifications that have not been filed by the Company with the SEC to all
agreements, documents and other instruments that previously had been filed by
the Company with the SEC and are currently in effect.

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<PAGE> 17
SECTION 2.07 Disclosure Documents. The Proxy Statement to be
sent to the shareholders of the Company in connection with the Shareholders'
Meeting (such Proxy Statement, as amended or supplemented, being referred to
herein as the "Company Statement"), as of the date first mailed to the
shareholders of the Company and at the time of the Shareholders' Meeting, and
the Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with all
amendments and supplements thereto, the "Schedule 13E-3") at the time filed
with the SEC, or at any time thereafter when the information therein is
required to be updated pursuant to applicable law, will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements made therein, in
light of the circumstances under which they were made, not misleading. The
Company Statement will, when filed by the Company with the SEC, comply as to
form in all material respects with the applicable provisions of the Exchange
Act and the SEC rules and regulations promulgated thereunder. Notwithstanding
the foregoing, the Company makes no representation or warranty with respect to
the statements made in any of the foregoing documents based on written
information supplied by or on behalf of Purchaser or any of its respective
affiliates specifically for inclusion therein.

SECTION 2.08 Compliance with Law; Environmental Matters.
Except as set forth in Section 2.08 of the Company Disclosure Schedule, neither
the Company nor any of its subsidiaries is in violation of any applicable
federal, state, local or foreign statute, rule, regulation, decree, ordinance,
code requirement or order of any governmental or regulatory authority or rule
of common law, including, without limitation, all federal and state antitrust
law (whether statutory or otherwise) (collectively, "Law") applicable to the
Company or any of its subsidiaries, or any of the products produced,
distributed marketed or sold by the Company or any of its subsidiaries, except
for violations which would not constitute a Material Adverse Effect. Section
2.08 of the Company Disclosure Schedule sets forth a brief description of each
order, writ, judgment, injunction, decree, stipulation, determination or award
entered by or with any governmental or regulatory authority (each, a
"Governmental Order") applicable to the Company and any of its subsidiaries.
No such Governmental Order constitutes a Material Adverse Effect. Without
limiting the foregoing, except as set forth in Section 2.08 of the Company
Disclosure Schedule, (a) the Company and its subsidiaries have obtained and
hold all Environmental Permits (other than those Environmental Permits the
absence of which to obtain would not constitute a Material Adverse Effect),
which are listed on Section 2.08 of the Company Disclosure Schedule, and to the
Knowledge of the Company, there are no facts, conditions or circumstances that
could reasonably form the basis for the revocation, denial of renewal, or
material amendment or modification of any such Environmental Permit; (b) the
Company and its subsidiaries are in compliance with all terms, conditions and
provisions of all applicable Environmental Permits and Environmental Laws
except for any non-compliance which would not constitute a Material Adverse
Effect; (c) there are no pending or threatened Environmental Claims, which
would constitute a Material Adverse Effect, against the Company or any of its
subsidiaries, and the Company is not aware of any facts or circumstances which
could reasonably be expected to form the basis for any Environmental Claim,
which would constitute a Material Adverse Effect, against the Company or any of
its subsidiaries; (d) no

<PAGE> 18

Releases of Hazardous Materials have occurred at, from, in, to, on or under any
Site and no Hazardous Materials are present in, on, about or migrating to or
from any Site that are reasonably likely to rise to an Environmental Claim
against the Company or any of its subsidiaries; (e) neither the Company, any
subsidiary of the Company, any predecessor of the Company or any such
subsidiary, nor any entity previously owned by the Company or any such
subsidiary, has transported or arranged for the treatment, storage, handling,
disposal, or transportation of any Hazardous Material to any off-Site location
which is reasonably likely to result in an Environmental Claim against the
Company or any of its subsidiaries; (f) no Site is a current or proposed
Environmental Clean-up Site; (g) there are no Liens (other than Permitted Liens)
arising under or pursuant to any Environmental Law on any Site and there are no
facts, circumstances, or conditions that could reasonably be expected to
restrict, encumber, or result in the imposition of special conditions under any
Environmental Law with respect to the ownership, occupancy, development, use or
transferability of any Site; (h) there are no current or former underground
storage tanks (active or abandoned), polychlorinated biphenyl containing
equipment or asbestos containing material at any Site; and (i) there have been
no environmental investigations, studies, audits, tests, reviews or other
analyses conducted by, on behalf of, or which are in the possession of the
Company or any of its subsidiaries with respect to any Site which have not been
delivered to or made available to Purchaser prior to the execution of this
Agreement. To the Knowledge of the Company, except as disclosed in Schedule
2.08 of the Company Disclosure Schedule, there are no capital expenditures that
the Company or its subsidiaries will be required to incur to comply with current
or reasonably foreseeable Environmental Laws that could constitute a Material
Adverse Effect.

SECTION 2.09 Absence of Certain Changes. Except as and to
the extent disclosed in Section 2.09 of the Company Disclosure Schedule, since
June 30, 1997, the Company and each of its subsidiaries have conducted its
businesses only in the ordinary course of business and consistent with past
practice and (a) there has not been any Material Adverse Effect and (b) the
Company has not taken any of the actions set forth in paragraphs (a) through
(m) of Section 4.01.

SECTION 2.10 No Undisclosed Liabilities. Except (a) for
liabilities incurred in the ordinary course of business and consistent with
past practice, (b) liabilities incurred in connection with the Transactions,
(c) liabilities which would not constitute a Material Adverse Effect and (d) as
and to the extent disclosed in the Company SEC Documents or as set forth in
Section 2.10 of the Company Disclosure Schedule, from June 30, 1997, neither
the Company nor any of its subsidiaries has incurred any liabilities or
obligations of any nature (whether accrued, absolute, contingent or otherwise)
which would be required to be reflected in or reserved against on a
consolidated balance sheet, or in the notes thereto, of the Company prepared in
accordance with generally accepted accounting principles consistent with past
practice.

SECTION 2.11 Litigation. Except as and to the extent
disclosed in Section 2.11 of the Company Disclosure Schedule, there are no
claims, actions, proceedings or governmental, administrative or regulatory
investigations pending, nor has the Company or any of its

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<PAGE> 19
subsidiaries received notice of any threatened claims, actions, proceedings or
governmental, administrative or regulatory investigations, against the Company
or any of its subsidiaries by or before any court, arbitrator or administrative
or governmental or regulatory body, domestic or foreign, which, if adversely
determined would constitute a Material Adverse Effect or seek to delay or
prevent the consummation of the Transactions. None of the Company, its
subsidiaries, nor any of their respective assets is subject to any outstanding
and unsatisfied order, writ, judgment, injunction, determination, award or
decree which would constitute a Material Adverse Effect.

SECTION 2.12 Employee Benefit Matters. All Benefit Plans are
listed in Section 2.12 of the Company Disclosure Schedule, and copies of all
documentation relating to such Benefit Plans have been delivered or made
available to Purchaser (including copies of written Benefit Plans, written
descriptions of oral Benefit Plans, summary plan descriptions, trust
agreements, the three most recent annual returns, employee communications, and
IRS determination letters). Except as disclosed in Section 2.12 of the
Company Disclosure Schedule:

(a) each Benefit Plan has at all times been maintained
and administered in all material respects in accordance with its terms and with
the requirements of all applicable law, including ERISA and the Internal
Revenue Code of 1986, as amended (the "Code"), and each Benefit Plan intended
to qualify under section 401(a) of the Code has at all times since its adoption
been so qualified, and each trust which forms a part of any such plan has at
all times since its adoption been tax-exempt under section 501(a) of the Code;

(b) no Benefit Plan is a "defined benefit plan" within
the meaning of section 414(j) of the Code;

(d) no direct, contingent or secondary liability has been
incurred or is expected to be incurred by the Company or any of its
subsidiaries under Title IV of ERISA to any party with respect to any Benefit
Plan, or with respect to any other Plan presently or heretofore maintained or
contributed to by any ERISA Affiliate;

(e) neither the Company, any of its subsidiaries nor any
ERISA Affiliate has incurred any liability for any tax imposed under section
4971 through 4980B of the Code or civil liability under section 502(i) or (l)
of ERISA;

(f) no benefit under any Benefit Plan, including, without
limitation, any severance or parachute payment plan or agreement, will be
established or become accelerated, vested or payable by reason of any
transaction contemplated under this Agreement;

(g) no tax has been incurred under section 511 of the
Code with respect to any Benefit Plan (or trust or other funding vehicle
pursuant thereto);

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(h) no Benefit Plan provides health or death benefit
coverage beyond the termination of an employee's employment, except as required
by Part 6 of Subtitle B of Title I of ERISA or section 4980B of the Code or any
state laws requiring continuation of benefits coverage following termination of
employment;

(i) no suit, actions or other litigation (excluding
claims for benefits incurred in the ordinary course of plan activities) have
been brought or, to the Knowledge of the Company or any of its subsidiaries,
threatened against or with respect to any Benefit Plan and there are no facts
or circumstances known to the Company or any of its subsidiaries that could
reasonably be expected to give rise to any such suit, action or other
litigation; and

(j) all contributions to Benefit Plans that were required
to be made under such Benefit Plans have been made, and all benefits accrued
under any unfunded Benefit Plan have been paid, accrued or otherwise adequately
reserved in accordance with GAAP, all of which accruals under unfunded Benefit
Plans are as disclosed in Section 2.12 of the Company Disclosure Schedule, and
each of the Company and its subsidiaries have performed all material
obligations required to be performed under all Benefit Plans.

SECTION 2.13 Taxes. (a) For purposes of this Agreement, (i)
"Tax" or "Taxes" means any and all taxes, fees, levies, duties, tariffs,
imposts, and other charges of any kind (together with any and all interest,
penalties, additions to tax and additional amounts imposed with respect
thereto) imposed by any governmental or taxing authority including, without
limitation, taxes or other charges on or with respect to income, franchises,
windfall or other profits, gross receipts, property, sales, use, capital stock,
payroll, employment, social security, workers' compensation, unemployment
compensation, or net worth; taxes or other charges in the nature of excise,
withholding, ad valorem, stamp, transfer, value added, or gains taxes; license,
registration and documentation fees; and customs' duties, tariffs, and similar
charges and (ii) "Tax Returns" means all reports and returns (including
elections, claims, declarations, disclosures, schedules, estimates,
computations and information returns) required to be supplied to a Tax
authority in any jurisdiction relating to Taxes.

(b) Except as and to the extent disclosed in the Company
SEC Documents or in Section 2.13(b) of the Company Disclosure Schedule, (i) the
Company and each of its subsidiaries have duly and timely filed (taking into
account any extension of time within which to file) all material Tax Returns
required to be filed by any of them and all such filed Tax Returns are complete
and accurate in all material respects; (ii) the Company and each of its
subsidiaries have paid all Taxes required to be paid by it including Taxes that
the Company and its subsidiaries are obligated to withhold from amounts owing
to any employee, creditor or third party, except with respect to matters
contested in good faith or for such amounts that would not constitute a
Material Adverse Effect; (iii) as of the date of this Agreement, there are no
pending or, to the Knowledge of the Company, threatened in writing audits,
examinations, investigations or other proceedings in respect of Taxes or Tax
matters relating to the Company or any of its

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subsidiaries which, if determined adversely to the Company or its subsidiaries,
would constitute a Material Adverse Effect; (iv) there are no deficiencies or
claims for any Taxes that have been proposed, asserted or assessed against the
Company or any of its subsidiaries which, if such deficiencies or claims were
finally resolved against the Company or any of its subsidiaries, would
constitute a Material Adverse Effect; (v) there are no material Liens for Taxes
upon the assets of the Company or any of its subsidiaries, other than Liens for
current Taxes not yet due and payable and Liens for Taxes that are being
contested in good faith by appropriate proceedings; (vi) none of the Company or
any of its subsidiaries has made an election under Section 341(f) of the Code
(vii) no extension of the statute of limitations on the assessment of any Taxes
has been granted by the Company or any of its subsidiaries and is currently in
effect; (viii) none the Company or its subsidiaries is a party to any agreement
or arrangement that could reasonably be expected to result, separately or in
the aggregate, in the actual or deemed payment by the Company or a subsidiary
of any "excess parachute payments" within the meaning of Section 280G or 162(m)
of the Code; (ix) none of the Company or its subsidiaries have been a United
States real property holding corporation within the meaning of Section
897(c)(2) of the Code during the applicable period specified in Section
897(c)(1)(A)(ii) of the Code; (x) all Taxes required to be withheld, collected
or deposited by or with respect to the Company and its subsidiaries have been
timely withheld, collected or deposited, as the case may be, and, to the extent
required have been paid to the relevant taxing authority, except, in each case,
to the extent that failing to so withhold, collect, deposit or pay would not
constitute a Material Adverse Effect; (xi) none of the Company or its
subsidiaries has issued or assumed (A) any obligations described in Section
279(b) of the Code, (B) any applicable high yield discount obligations, as
defined in Section 163(i) of the Code, or (C) any registration-required
obligations, within the meaning of Section 163(f)(2) of the Code, that is not,
registered form; (xii) there are no requests for information currently
outstanding that could affect the Taxes of the Company and its subsidiaries;
and (xiii) there are no proposed reassessments of any property owned by the
Company or its subsidiaries or other proposals that could increase the amount
of any Tax to which the Company, its subsidiaries or any such Person would be
subject.

SECTION 2.14 Intellectual Property. (a) Section 2.14(a) of
the Company Disclosure Schedule sets forth a true and complete list of all
Intellectual Property owned by the Company and its subsidiaries, including all
patents, trademarks, copyrights, mask works and other forms of Intellectual
Property and all applications and registrations therefor (the "Owned
Intellectual Property"). Except as would not constitute a Material Adverse
Effect and except as set forth in Section 2.14(a) of the Company Disclosure
Schedule, the Company is the sole and exclusive owner of the Owned Intellectual
Property, free and clear of any encumbrance. Except as would not constitute a
Material Adverse Effect and except as set forth in Section 2.14(a) of the
Company Disclosure Schedule, the patents and registrations made for the Owned
Intellectual Property are current, outstanding and valid, and the Company has
complied with all requirements to maintain such Intellectual Property in full
force and effect.

(b) The Owned Intellectual Property constitutes all of
the Intellectual Property requisite and necessary for the conduct of the
businesses of the Company and its subsidiaries.

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Except as set forth in Section 2.14(b) of the Company Disclosure Schedule, the
Company and its subsidiaries does not have, nor do they require, any license
(other than licenses generally available to the public at reasonable cost) from
any Person in or to any Intellectual Property that is material to the
businesses of the Company and its subsidiaries. As a result of the
Transactions, as of the Effective Date, the Surviving Corporation shall own all
right, title and interest in and to all Intellectual Property requisite and
necessary for the conduct of the businesses of the Surviving Corporation and
its subsidiaries. Except as provided on Section 2.14(b) of the Company
Disclosure Schedule, the Company and its subsidiaries has not granted a license
to any Person in or to any of the Owned Intellectual Property.

(c) Except as provided on Section 2.14(c) of the Company
Disclosure Schedule, to the Knowledge of the Company, no actions or proceedings
involving the Company or its subsidiaries are pending or threatened, (i) which
challenge the ownership, validity or enforceability of any of the Owned
Intellectual Property, (ii) which seek to restrict the use by the Company or
its subsidiaries of any of the Owned Intellectual Property, or (iii) which
allege that the Company or its subsidiaries infringes or violates the
Intellectual Property of any Person. No pending or threatened action or
proceeding, including but not limited to those on Section 2.14(c) of the
Company Disclosure Schedule, would constitute a Material Adverse Effect if
decided adversely to the Company or its subsidiaries. To the Knowledge of the
Company, the Company is aware of no infringement or violation of the Owned
Intellectual Property by any Person.

(d) For the purpose of this Section 2.14, the
Intellectual Property means (i) inventions, whether or not patentable, whether
or not reduced to practice, and whether or not yet made the subject of a
pending patent application or applications, (ii) ideas and conceptions of
potentially patentable subject matter, including, without limitation, any
patent disclosures, whether or not reduced to practice and whether or not yet
made the subject of a pending patent application or applications, (iii)
national (including the United States) and multinational statutory invention
registrations, patents and patent applications (including all reissues,
divisions, continuations, continuations-in-part, extensions and reexaminations
thereof) and all rights therein provided by international treaties or
conventions and all improvements to the inventions disclosed in each such
patent or application, (iv) trademarks, service marks, trade dress, logos,
trade names and corporate names, including all goodwill associated therewith
and appurtenant thereto, whether or not registered, including all common law
rights, and registrations and applications for registration thereof, including,
but not limited to, all marks registered in the United States Patent and
Trademark Office, the Trademark Offices of the States and Territories of the
United States of America, and the Trademark Offices of other nations throughout
the world, and all rights therein provided by international treaties or
conventions, (v) copyrights (registered or otherwise) and registrations and
applications for registration thereof, and all rights therein provided by
international treaties or conventions, (vi) computer software, including,
without limitation, source code, operating systems and specifications, data,
data bases, files, documentation and other materials related thereto, data and
documentation, (vii) trade secrets and confidential, technical and business
information (including ideas, formulas, compositions, inventions, and
conceptions of inventions whether patentable or unpatentable and whether or not

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reduced to practice), (viii) whether or not confidential, technology (including
know-how and show-how), manufacturing and production processes and techniques,
research and development information, drawings, specifications, designs, plans,
proposals, technical data, copyrightable works, financial, marketing and
business data, pricing and cost information, business and marketing plans and
customer and supplier lists and information, (ix) copies and tangible
embodiments of all the foregoing, in whatever form or medium, (x) all rights to
obtain and rights to apply for patents, and to register trademarks and
copyrights, and (xi) all rights to sue or recover and retain damages and costs
and attorneys' fees for present and past infringement of any of the foregoing.

SECTION 2.15 Other Interests. Except as set forth in Section
2.15 of the Company Disclosure Schedule, the Company does not own, directly or
indirectly, any interest or investment (whether equity or debt) in any
corporation, partnership, joint venture, business, trust or entity (other than
investments in short-term investment securities).

SECTION 2.16 Labor Matters. Except as set forth in Section
2.16 of the Company Disclosure Schedule, neither the Company nor any of its
subsidiaries is presently, nor has in the past been, a party to, or bound by,
any collective bargaining agreement, contract or other agreement or
understanding with a labor union or labor union organization. There is no
unfair labor practice or labor arbitration proceeding pending or, to the
Knowledge of the Company, threatened against the Company or any of its
subsidiaries relating to their respective businesses except for any such
proceeding which would not constitute a Material Adverse Effect.

SECTION 2.17 Brokers and Finders. No broker, finder or
investment bank has acted directly or indirectly for the Company, nor has the
Company incurred any obligation to pay any brokerage, finder's or other fee or
commission in connection with the transactions contemplated hereby, other than
First Analysis Securities Corporation ("First Analysis") the fees and expenses
of which shall be borne by the Company. The Company has furnished to Purchaser
a complete and correct copy of all agreements between the Company and First
Analysis pursuant to which such firm would be entitled to any payment relating
to the transactions contemplated by this Agreement.

SECTION 2.18 Opinion of Financial Advisor. Sanders has
delivered its opinion, dated the date of this Agreement, to the Board to the
effect that, as of such date, the cash consideration to be received in the
Merger by the holders of Shares (other than holders of Shares who will retain
Shares following consummation of the Merger) is fair from a financial point of
view to such holders and such opinion has not been withdrawn or modified.

SECTION 2.19 Real Property and Leases. (a) The Company and
each of its subsidiaries has sufficient title to all of its real properties and
assets to conduct its businesses as currently conducted or as contemplated to
be conducted.

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(b) Each parcel of real property owned ("Owned Real
Property") or leased by the Company or any of its subsidiaries (i) is specified
in Section 2.19(b)(i) of the Company Disclosure Schedule, (ii) is owned or
leased free and clear of all mortgages, pledges, liens, security interests,
conditional and installment sale agreements, encumbrances, charges or other
claims of third parties of any kind (collectively, "Liens"), other than (A)
Liens for current real estate taxes and assessments not yet past due, (B)
inchoate mechanics' and materialmen's Liens for construction in progress, (C)
workmen's, repairmen's, warehousemen's and carriers' Liens arising in the
ordinary course of business of the Company or such subsidiary consistent with
past practice, (D) all Liens and other imperfections of title and encumbrances
which would not constitute a Material Adverse Effect (collectively, "Permitted
Liens"), and (E) Liens set forth on Section 2.19(b)(ii) of the Company
Disclosure Schedule and (iii) is neither subject to any governmental decree or
order to be sold nor is being condemned, expropriated or otherwise taken by any
public authority with or without payment of compensation therefor, nor, has any
notice been received by the Company stating that any such condemnation,
expropriation or taking is proposed.

(c) All leases of real property leased for the use or
benefit of the Company or any of its subsidiaries to which the Company or any
of its subsidiaries is a party requiring rental payments in excess of $10,000
on an annualized basis during the period of the lease, and all amendments and
modifications thereto are in full force and effect and have not been modified
or amended (except as specified in Section 2.19(c) of the Company Disclosure
Schedule) and there exists no default under any such lease by the Company or
any of its subsidiaries, nor any event which with notice or lapse of time or
both would constitute a default thereunder by the Company or any of its
subsidiaries, except as would not constitute a Material Adverse Effect.

(d) Section 2.19(d) of the Company Disclosure Schedule
sets forth a list of all leases and subleases (i) requiring rental payments in
excess of $50,000 on an annualized basis and that have a term in excess of one
year or (ii) which are material to the operations or business of the Company
under which the Company or any of its subsidiaries is tenant, subtenant or
sublandlord (the "Leases"), including the date of the Lease and the premises
demised thereunder. True copies of the Leases have been delivered to Purchaser
by the Company. No lessor or lessee under any Lease has exercised any option
or right to (i) cancel or terminate such Lease, (ii) lease additional premises,
(iii) reduce or relocate the premises demised by such Lease or (iv) purchase
any property.

(e) There are no pending or, to the Knowledge of the
Company, contemplated zoning changes, "floor area ratio" changes, variances,
special zoning exceptions, conditions or agreements affecting or which might
affect any Owned Real Property. The Company has not transferred any
development rights applicable to any Owned Real Property.

SECTION 2.20 Material Contracts. (a) Section 2.20(a) of
the Company Disclosure Schedule lists each of the following contracts and
agreements (including, without limitation, oral arrangements to the extent
legally binding) of the Company and each of its

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subsidiaries (such contracts and agreements, together with all contracts and
agreements disclosed in Section 2.14 of the Company Disclosure Schedule, being
"Material Contracts"):

(i) each contract, agreement and other arrangement for
the purchase of inventory, spare parts, other materials or
personal property with any supplier or for the furnishing of
services to the Company and each of its subsidiaries or
otherwise related to the businesses of the Company and each of
its subsidiaries under the terms of which the Company or any
of its subsidiaries: (A) are likely to pay or otherwise give
consideration (other than those contracts that may be canceled
by the Company upon 30 days notice) of more than $250,000 in
the aggregate during the fiscal year ended June 30, 1998 or
(B) are likely to pay or otherwise give consideration of more
than $1,000,000 in the aggregate over the remaining term of
such contract;

(ii) each contract, agreement and other arrangement for
the sale of inventory or other personal property or for the
furnishing of services by the Company or any of its
subsidiaries which: (A) is likely to involve consideration of
more than $250,000 in the aggregate during the fiscal year
ended June 30, 1998 or (B) is likely to involve consideration
of more than $1,000,000 in the aggregate over the remaining
term of the contract;

(iii) all material broker, distributor, dealer,
manufacturer's representative, franchise, agency, sales
promotion, market research, marketing, consulting and
advertising contracts and agreements to which the Company or
any of its subsidiaries is a party;

(iv) all management contracts and contracts with
independent contractors or consultants (or similar
arrangements) to which the Company or any of its subsidiaries
is a party and which are not cancelable without penalty or
further payment in excess of $50,000 and without more than 90
days' notice;

(v) all contracts and agreements relating to
indebtedness of the Company or any of its subsidiaries or to
any direct or indirect guaranty by the Company or any of its
subsidiaries of indebtedness of any other Person;

(vi) all contracts, agreements, commitments, written
understandings or other arrangements with any Governmental
Entity, to which the Company or any of its subsidiaries is a
party;

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(vii) all contracts and(agreements that limit or
purport to limit the ability of the Company or any of its
subsidiaries to compete in any line of business or with any
Person or in any geographic area or during any period of time;
and

(viii) all other contracts and agreements, whether or not
made in the ordinary course of business, which are material to
the Company and its subsidiaries, taken as a whole, or the
conduct of the business of the Company and its subsidiaries,
taken as a whole, or the absence of which would constitute a
Material Adverse Effect.

(b) Except as disclosed in Section 2.20(b) of the Company
Disclosure Schedule, each Material Contract: (i) is legal, valid and binding on
the Company or its respective subsidiary party thereto and, to the Knowledge of
the Company, the other parties thereto, and is in full force and effect and
(ii) upon consummation of the transactions contemplated by this Agreement,
except to the extent that any consents set forth in Section 2.04 of the Company
Disclosure Schedule are not obtained, shall continue in full force and effect
without penalty or other adverse consequence. Neither the Company nor any of
its subsidiaries is in breach of, or default under, any Material Contract.

(c) No other party to any Material Contract is, to the
Knowledge of the Company, in material breach thereof or default thereunder.

(d) Except as disclosed in Section 2.20(d) of the Company
Disclosure Schedule, there is no contract, agreement or other arrangement
granting any Person any preferential right to purchase any of the properties or
assets of the Company or any of its subsidiaries.

SECTION 2.21 Certain Business Practices. Neither the Company
nor any of its subsidiaries nor any of their respective directors, officers,
agents, representatives or employees (in their capacity as directors, officers,
agents, representatives or employees) has: (a) used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses relating to
political activity; (b) directly or indirectly, paid or delivered any fee,
commission or other sum of money or item of property, however characterized, to
any finder, agent, or other party acting on behalf of or under the auspices of
a governmental official or Governmental Entity, in the United States or any
other country, which is in any manner related to the business or operations of
the Company or any of its subsidiaries, that was illegal under any federal,
state or local laws of the United States or any other country having
jurisdiction; or (c) made any payment to any customer or supplier of the
Company or any of its subsidiaries or any officer, director, partner, employee
or agent of any such customer or supplier for the unlawful sharing of fees or
to any such customer or supplier or any such officer, director, partner,
employee or agent for the unlawful rebating of charges, or engaged in any other
unlawful reciprocal practice, or made any other unlawful payment or given any
other unlawful consideration to any such customer or supplier or

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any such officer, director, partner, employee or agent, in respect of the
business of the Company and its subsidiaries.

SECTION 2.22 [Reserved]

SECTION 2.23 Customers and Suppliers. Neither the Company
nor any of its subsidiaries has received written notice that any customer or
supplier intends to cancel, terminate or otherwise modify any relationship with
the Company, or any of its subsidiaries, which constitutes a Material Adverse
Effect.

SECTION 2.24 Insurance. The Company and its subsidiaries
have obtained and maintained in full force and effect insurance with
responsible and reputable insurance companies or associations in such amounts,
on such terms, with such deductibles and covering such risks, including fire
and other risks insured against by extended coverage, as is customarily carried
by reasonably prudent Persons conducting businesses or owning assets similar to
those of the Company and its subsidiaries, and each has maintained in full
force and effect liability insurance against claims for personal injury or
death or property damage occurring in connection with the activities of the
Company and its subsidiaries or any properties owned, occupied or controlled by
the Company or any of its subsidiaries in such amount as is customarily carried
by reasonably prudent Persons conducting businesses or owning assets similar to
those of the Company and its subsidiaries. There is no material default with
respect to any provision contained in any such policy or binder, nor has the
Company or any of its subsidiaries failed to give any material notice or to
present any material claim under any such policy or binders in due and timely
fashion. There are no billed but unpaid premiums past due under any such policy
or binder, the failure of which to be paid would result in the cancellation of
such policy or binder. Except as otherwise set forth in the Company SEC
Documents or in Section 2.24 of the Company Disclosure Schedule, (a) there are
no outstanding claims in excess of normal retentions that are not covered under
any such policies or binders and, to the Knowledge of the Company, there has
not occurred any event that might reasonably form the basis of any claim in
excess of normal retentions that is not covered against or relating to the
Company or any of its subsidiaries that is not covered by any of such policies
and binders; (b) no notice of cancellation or non-renewal of any such policies
or binders has been received; and (c), except as set forth in Section 2.24 of
the Company Disclosure Schedule, there are no performance bonds outstanding
with respect to the Company or any of its subsidiaries.

SECTION 2.25 Vote Required. The only vote of the holders of
any class or series of capital stock of the Company necessary to approve this
Agreement and the Transactions is the affirmative vote of the holders of a
majority of the outstanding Shares.

SECTION 2.26 Stock Retention and Voting Agreements. The
individuals set forth on Schedule 2.26(a) to the Company Disclosure Schedule
have, on the date hereof, entered into the Management Voting Agreement,
pursuant to which such shareholders will retain stock or options in the
Surviving Corporation as set forth in Section 1.07(c). The Company shall use
all

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reasonable efforts to cause certain employees listed in Section 2.26(b) of the
Company Disclosure Schedule to execute the Management Voting Agreement,
pursuant to which such employees will agree to vote the Shares beneficially
owned by such employees in favor of the Merger and the Transactions. Certain
shareholders of the Company have, on or prior to the date hereof, entered into
voting agreements with the Purchaser, substantially in the form as set forth as
Exhibit C-1 attached hereto (the "Voting Agreements"). The Company shall not
enter into any stockholders or voting agreement without the prior consent of
Purchaser.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to the Company as
follows:

SECTION 3.01 Organization and Qualification. Purchaser is
(a) duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) has the requisite power and authority to
own, lease and operate its properties and to carry on its business as it is now
being conducted and (c) is in good standing and duly qualified to do business
in each jurisdiction in which the transaction of its business makes such
qualification necessary, except where the failure to be so organized, existing,
qualified and in good standing or to have such power or authority would not
materially restrict or prevent the consummation of the Transaction.

SECTION 3.02 Authorization and Validity of Agreement.
Purchaser has the requisite power and authority to execute and deliver this
Agreement and to consummate the transactions in accordance with the terms
hereof. The Board of Directors and Shareholders of Purchaser have duly
authorized the execution, delivery and performance of this Agreement by
Purchaser, and no other action or other proceedings on the part of Purchaser is
necessary to authorize this Agreement or the Transactions. This Agreement has
been duly and validly executed and delivered by Purchaser and, assuming this
Agreement constitutes the legal, valid and binding obligation of the Company,
constitutes the legal, valid and binding obligation of Purchaser, enforceable
against such Purchaser in accordance with its terms, except as enforcement
thereof may be limited by any bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws affecting the
enforcement of creditors' rights generally or by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

SECTION 3.03 Consents and Approvals. Neither the execution
and delivery of this Agreement by Purchaser nor the performance of this
Agreement by Purchaser or the consummation by Purchaser of the Transactions
will require on the part of Purchaser or any of its affiliates any consent,
approval, authorization or permit of, or filing with, or notification to, any
governmental or regulatory authority, except (a) in connection with the
applicable requirements of the HSR Act, (b) pursuant to the applicable
requirements of the Securities Act and the SEC's rules and regulations
promulgated thereunder, the Exchange Act and the SEC's

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rules and regulations promulgated thereunder and state takeover laws, (c) the
filing and recordation of the Certificate of Merger pursuant to Delaware Law,
(d) as set forth in Section 3.03 of Purchaser's disclosure schedule delivered
to the Company in connection with this Agreement (the "Purchaser Disclosure
Schedule") or (e) where the failure to obtain such consent, approval,
authorization or permit, or to make such filing or notification, would not
restrict or prevent the consummation of the Transactions.

SECTION 3.04 No Violation. Except as set forth in Section
3.04 of the Purchaser Disclosure Schedule, neither the execution and delivery
of this Agreement by Purchaser nor the performance of this Agreement by
Purchaser or the consummation by Purchaser of the Transactions will (a)
conflict with or violate the Certificate of Incorporation or the By-Laws of
Purchaser, (b) result in a violation or breach of, constitute a default (with
or without notice or lapse of time, or both) under, give rise to any right of
termination, cancellation or acceleration of, or result in the imposition of
any lien, charge or other encumbrance on any assets or property of Purchaser
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which Purchaser
is a party or by which Purchaser or any of its assets or properties are bound,
except for such violations, breaches and defaults (or rights of termination,
cancellation or acceleration or lien or other charge or encumbrance) as to
which consents have been obtained or which would not, individually or in the
aggregate, materially restrict or prevent the consummation of the transactions
contemplated hereby or (c) assuming the consents, approvals, authorizations or
permits and filings or notifications referred to in Section 3.03 and this
Section 3.04 are duly and timely obtained or made, conflict with or violate any
order, writ, injunction, decree, statute, rule or regulation applicable to
Purchaser, except for such violations which would not, individually or in the
aggregate, materially restrict or prevent the consummation of the Transactions.

SECTION 3.05 Disclosure Documents. No information supplied
by or on behalf of Purchaser specifically for inclusion in the Company
Statement or the Schedule 13E-3 will, at the respective times filed with the
SEC, or at any time thereafter when the information included therein is
required to be updated pursuant to applicable law, or, in the case of the
Company Statement, at the date mailed to the Company's shareholders and at the
time of the Shareholders' Meeting, contain any untrue statement of a material
act or omit to state any material fact required to be stated therein or
necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading. The Schedule 13E-3
will, when filed by Purchaser with the SEC, comply as to form in all material
respects with the provisions of the Exchange Act and the SEC's rules and
regulations promulgated thereunder.

SECTION 3.06 Financing. (a) At the Closing, Purchaser will
have available $22,500,000 for purposes of consummating the Closing (the
"Equity Financing"), reduced by an amount equal to the sum of (i) the number of
Shares retained by management pursuant to the Management Voting Agreement
multiplied by the Per Share Amount and (ii) the number of

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Options retained by management pursuant to the Management Voting Agreement
multiplied by the excess of the Per Share Amount over the exercise price of
such Options.

(b) Purchaser has provided the Company with complete and
correct copies of a letter from Donaldson, Lufkin & Jenrette Securities
Corporation pursuant to which it has indicated that it is highly confident of
its ability to underwrite in the public markets, senior notes of the Company in
an aggregate amount of at least $75,000,000 to finance the Transactions. The
financing to be provided pursuant to the foregoing arrangements is hereinafter
referred to as the "Debt Financing". As of the date hereof, the highly
confident letter relating to the Debt Financing has not been withdrawn.

ARTICLE IV
COVENANTS

SECTION 4.01 Conduct of the Business of the Company Pending
the Merger. From the date hereof until the Effective Time, the Company shall
conduct the business of the Company and each of its subsidiaries in all
material respects only in the ordinary course consistent with past practice,
shall use all reasonable efforts to preserve intact the business organization
of the Company and its subsidiaries and keep available the services of their
respective present key officers and employees (provided, however, that to
satisfy the foregoing obligation, the Company shall not be required to make any
payments or enter into or amend any contractual arrangements or understandings,
except in the ordinary course of business consistent with past practice) and
shall use all reasonable efforts to preserve the current relationships of the
Company and each of its subsidiaries with customers and suppliers with which
the Company or such subsidiary has significant business relations and, except
as otherwise required by applicable law or as set forth in Section 4.01 of the
Company Disclosure Schedule, the Company shall not, without the prior consent
of Purchaser:

(a) amend its Certificate of Incorporation or By-Laws;

(b) declare, set aside or pay any dividend or other
distribution or payment in cash, stock or property in respect of its capital
stock, and not reclassify, combine, split, subdivide or redeem, purchase or
otherwise acquire, directly or indirectly, any of its capital stock (other than
pursuant to the Transactions);

(c) issue, grant, sell, dispose of, encumber or pledge or
agree to or authorize the issuance, grant, sale, disposition, encumbrance of or
pledge of any shares of, or rights of any kind to acquire any shares of, the
capital stock of any class of or any other ownership interest in the Company or
any of its subsidiaries (other than pursuant to the Transactions);

(d) acquire, sell, transfer, lease or encumber any
material assets (including, without limitation any Lease) except in the
ordinary course of business and consistent with past practice nor shall it
permit its subsidiaries to do any of the foregoing under this clause (d);

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<PAGE> 31
(e) adopt a plan of complete or partial liquidation or
adopt resolutions providing for the complete or partial liquidation,
dissolution, consolidation, merger, restructuring or recapitalization of the
Company or any of its subsidiaries;

(f) grant any severance or termination pay to, or enter
into any employment agreement with, any executive officer or director of the
Company or any of its subsidiaries, other than in the ordinary course of
business and consistent with past practice;

(g) except in the ordinary course of business and
consistent with past practice, increase the compensation payable or to become
payable to its or its subsidiaries' officers or employees, enter into any
contract or other binding commitment in respect of any such increase (other
than pursuant to a Benefit Plan or policy or agreement existing as of the date
hereof) to, or enter into any severance agreement with any director, executive
officer or other employee of the Company or any of its subsidiaries or
establish, adopt, enter into, make any new grants or awards under or amend, any
Benefit Plan, except as required by applicable law, to maintain tax-qualified
status or as may be required by any Benefit Plan as of the date hereof;

(h) settle or compromise any material claims or
litigation or, except in the ordinary course of business and consistent with
past practice, modify, amend or terminate any Material Contracts or waive,
release or assign any material rights or claims, or make any payment, direct or
indirect, of any material liability of the Company or any of its subsidiaries
before the same becomes due and payable in accordance with its terms;

(i) take any action, other than in the ordinary course of
business and consistent with past practice, with respect to accounting policies
or procedures (including tax accounting policies and procedures); except as may
be required by law or generally accepted accounting principles;

(j) make any Tax election or permit any material
insurance policy naming it as a beneficiary or a loss payable payee to be
canceled or terminated without prior notice to Purchaser, except in the
ordinary course of business and consistent with past practice;

(k) with respect to the Company or any of its
subsidiaries, (i) acquire (including, without limitation, by merger,
consolidation, or acquisition of stock or assets) any corporation, partnership,
other business organization or any division thereof or any material amount of
assets; (ii) incur any indebtedness for borrowed money or issue any debt
securities or assume, guarantee or endorse, or otherwise as an accommodation
become responsible for, the obligations of any Person, or make any loans or
advances, except in the ordinary course of business and consistent with past
practice; (iii) enter into any contract or agreement other than in the ordinary
course of business and consistent with past practice (provided, that nothing
contained in the Section 4.01 shall limit the Company's ability to negotiate or
enter into an agreement with a certain potential customer of the Company on
terms substantially similar to

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<PAGE> 32
those previously outlined by the Company to Purchaser during the due diligence
process); or (iv) except in accordance with the Company's approved capital
budget, attached hereto as Exhibit 4.01(k)(iv), authorize any single capital
expenditure which is in excess of $50,000 or capital expenditures which are, in
the aggregate, in excess of $250,000 for the Company and its subsidiaries,
taken as a whole;

(l) waive, modify, amend, terminate or surrender any
Lease or exercise any option under any Lease or extend or renew any Lease, or

(m) authorize or enter into an agreement to do any of the
foregoing.

SECTION 4.02 Access; Confidentiality. (a) From the date of
this Agreement until the Effective Time, upon reasonable prior notice to the
Company, the Company shall give Purchaser and its authorized representatives,
and Persons providing or committing to provide financing for the Transactions
and their representatives, reasonable access to its and its subsidiaries'
officers, properties, books and records including, but not limited to, the
right to conduct environmental sampling, testing or analysis, and shall furnish
Purchaser and each of its authorized representatives with such financial and
operating data and other information concerning the business and properties of
the Company and its subsidiaries as Purchaser from time to time may reasonably
request.

(b) Purchaser will hold and will cause its affiliates,
agents and other representatives to keep all documents and information
concerning the Company furnished to Purchaser or its representatives in
connection with the Transactions confidential in accordance with a
confidentiality agreement dated June 26, 1997, between the Company and a
representative of Purchaser, which confidentiality agreement shall remain in
full force and effect in accordance with its terms.

SECTION 4.03 Preparation of Company Statement; Shareholders'
Meeting; Further Actions. (a) The Company shall file the Company Statement
with the SEC. Purchaser shall cooperate with the Company in connection with
the preparation of the Company Statement including, but not limited to,
furnishing to the Company any and all information regarding Purchaser and any
of its affiliates as may be required to be disclosed therein. The Company
shall use its commercially reasonable efforts to cause the Company Statement to
be mailed to the Company's shareholders as promptly as practicable after the
date hereof.

(b) The Company shall as promptly as practicable notify
Purchaser of the receipt of any comments from the SEC regarding the
Transactions. All filings by the Company with the SEC and all mailings to the
Company's shareholders in connection with the Transactions, including the
Company Statement, shall be subject to the prior review, comment and approval
of Purchaser (such approval not to be unreasonably withheld or delayed).

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(c) In order to consummate the Merger, the Company,
acting through the Board, shall, in accordance with applicable law and the
Company's Certificate of Incorporation and By-laws, (i) duly call, give notice
of, convene and hold an annual or special meeting of its shareholders as soon
as practicable for the purpose of considering and taking action on this
Agreement and the Merger (the "Shareholders' Meeting") and (ii) subject to its
fiduciary duties under applicable law as advised in writing by outside counsel,
(A) include in the Company Statement the recommendation of the Board that the
shareholders of the Company approve and adopt this Agreement and the Merger and
(B) use its best efforts to obtain such approval and adoption. At the
Shareholders' Meeting, Purchaser shall cause all Shares then owned by it to be
voted in favor of the approval and adoption of this Agreement and the Merger.

(d) Subject to the terms and conditions of this Agreement
and applicable law, each of the parties shall act in good faith and use
commercially reasonable efforts to take, or cause to be taken, all actions, and
to do, or cause to be done, all things necessary, proper or advisable to
consummate and make effective the Transactions as soon as practicable,
including such actions or things as any other party may reasonably request in
order to cause any of the conditions to such other party's obligation to
consummate the Transactions to be fully satisfied. Without limiting the
foregoing, the parties shall (and shall cause their respective subsidiaries,
and use commercially reasonable efforts to cause their respective affiliates,
directors, officers, employees, agents, attorneys, accountants and
representatives, to) consult and fully cooperate with and provide assistance to
each other in (i) obtaining all necessary consents, approvals, waivers,
licenses, permits, authorizations, registrations, qualifications, or other
permission or action by, and giving all necessary notices to and making all
necessary filings with and applications and submissions to any court,
administrative agency or commission or other governmental authority, or
instrumentality, domestic or foreign (collectively, "Governmental Entity") or
other Person or entity as soon as reasonably practicable after filing; (ii)
making promptly its respective filings, and thereafter making any other
required submissions, under, seeking early termination of any waiting period
under, the HSR Act; (iii) providing all such information concerning such party,
its subsidiaries and its officers, directors and affiliates and making all
applications and filings as may be necessary or reasonably requested in
connection with any of the foregoing; (iv) consummating and making effective
the transactions contemplated hereby; and (v) in the event and to the extent
required, amending this Agreement so that this Agreement and the Merger comply
with Delaware Law. Prior to making any application to or filing with any
Governmental Entity or other Person or entity in connection with this Agreement
(other than filing under the HSR Act), each party shall provide the other party
with drafts thereof and afford the other party a reasonable opportunity to
comment on such drafts. If at any time after the Effective Time any further
action is necessary or desirable to carry out the purposes of this Agreement,
the proper officers and directors of each party to this Agreement shall use
their commercially reasonable efforts to take all such action.

SECTION 4.04 Public Announcements. The Company and Purchaser
will obtain the written consent of one another prior to issuing any press
release or otherwise making any public statements with respect to the
Transactions and shall not issue any such press release

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<PAGE> 34
or make any public statement prior to obtaining such consent, except as may be
required by applicable law or pursuant to the rules and regulations of the
NASDAQ National Market (in which case the party making such release or
announcement will provide prior notice thereof to the other party).

SECTION 4.05 Recapitalization. The Company shall cooperate
with any reasonable requests of Purchaser or the SEC related to the reporting
of the Transactions as a recapitalization for financial reporting purposes
including, without limitation, to assist Purchaser and its affiliates with any
presentation to the SEC with regard to such reporting and to include
appropriate disclosure with regard to such reporting in all filings with the
SEC and mailings to the shareholders of the Company made in connection with the
Merger. In furtherance of the foregoing, the Company shall provide to Purchaser
for the prior review of Purchaser's advisors any description of the
Transactions which is meant to be disseminated.

SECTION 4.06 Acquisition Proposals. Neither the Company nor
any of its subsidiaries shall, directly or indirectly, through any officer,
director, agent or otherwise, solicit, initiate or encourage the making of any
proposal or offer from any Person relating to any acquisition or purchase of
all or (other than in the ordinary course of business and not likely to
interfere with the consummation of the Transactions) any portion of the assets
of, or any equity interest in, the Company or any of its subsidiaries or any
recapitalization, business combination, consolidation, merger, liquidation,
dissolution or similar transaction with the Company or any of its subsidiaries
or any other transaction the consummation of which would or could reasonably be
expected to impede, interfere with, prevent or materially delay the Merger or
which would or could reasonably be expected to materially dilute the benefits
to Purchaser of the Transactions (any communication with respect to the
foregoing being an "Acquisition Proposal") or participate in any negotiations
regarding, or furnish to any other Person any information with respect to, or
otherwise cooperate in any way with, or assist or participate in, facilitate or
encourage, any effort or attempt by any other Person to do or seek any of the
foregoing; provided, however, that the Company may furnish information to
(subject, in each case, to receipt by the Company of a confidentiality
agreement on terms substantially similar to the agreement referred to in
Section 4.02(b)), and negotiate or otherwise engage in discussions with, any
party who delivers a written Acquisition Proposal which was not solicited or
encouraged after the date of this Agreement if the Board reasonably determines
in good faith by a majority vote (i) after consultation with and receipt of
advice from its outside legal counsel, that failing to take such action is
reasonably determined to constitute a breach of the fiduciary duties of the
Board under applicable Law, (ii) after consultation with and receipt of advice
from a recognized investment banking firm, that such proposal is more favorable
to the Company's shareholders from a financial point of view than the
Transactions (including any adjustment to the terms and conditions proposed by
Purchaser in response to such Acquisition Proposal), (iii) that sufficient
commitments have been obtained with respect to such Acquisition Proposal that
the Board reasonably expects a transaction pursuant to such Acquisition
Proposal could be consummated and (iv) that such Acquisition Proposal is not
subject to any regulatory approvals or other legal, financial or other
restrictions that could reasonably be expected to prevent consummation. The

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Company will immediately cease all existing activities, discussions and
negotiations with any parties conducted heretofore with respect to any
Acquisition Proposal. From and after the execution of this Agreement, the
Company shall immediately advise Purchaser orally and in writing of the
receipt, directly or indirectly, of any inquiries, discussions, negotiations,
or proposals relating to any Acquisition Proposal (including the specific terms
thereof and the identity of the other party or parties involved) and furnish to
Purchaser within 24 hours of such receipt an accurate description of all
material terms (including any changes or adjustments to such terms as a result
of negotiations or otherwise) of any such proposal in addition to any
information provided to any third party relating thereto. In addition, the
Company shall immediately advise Purchaser, in writing, if the Board shall make
any determination as to any Acquisition Proposal as contemplated by the proviso
to the first sentence of this Section 4.06. Notwithstanding the foregoing, the
Company shall be permitted to take such actions as may be required to comply
with Rule 14e-2 of the Exchange Act.

SECTION 4.07 D&O Indemnification. (a) From the Effective
Time through the sixth anniversary of the date on which the Effective Time
occurs, Purchaser shall cause the Surviving Corporation to indemnify and hold
harmless each present and former officer and director of the Company (the
"Indemnified Parties"), against all claims, losses, liabilities, damages,
judgments, fines, fees, costs or expenses, including, without limitation,
attorneys' fees and disbursements (collectively, "Costs"), incurred in
connection with any claim, action, suit, proceeding or investigation, whether
civil, criminal, administrative or investigative, arising out of or pertaining
to matters existing or occurring at or prior to the Effective Time (including,
without limitation, this Agreement and the transactions and actions
contemplated hereby and giving effect to the consummation of such transactions
and actions), whether asserted or claimed prior to, at or after the Effective
Time, to the fullest extent permitted under the Certificate of Incorporation or
By-Laws of the Company as in effect on the date hereof, including provisions
relating to advancement of expenses incurred in the defense of any claim,
action, suit, proceeding or investigation. Without limiting the foregoing, in
the event that any claim, action, suit, proceeding or investigation is brought
against an Indemnified Party (whether arising before or after the Effective
Time), the Indemnified Party may retain counsel satisfactory to such
Indemnified Party and reasonably satisfactory to Purchaser and Purchaser shall,
or shall cause the Surviving Corporation to, advance the fees and expenses of
such counsel for the Indemnified Party in accordance with the Certificate of
Incorporation or By-Laws of the Company in effect on the date of this
Agreement.

(b) [Reserved]

(c) Notwithstanding anything herein to the contrary, if
any claim, action, suit, proceeding or investigation (whether arising before,
at or after the Effective Time) is made against any Indemnified Party, on or
prior to the sixth anniversary of the Effective Time, the provisions of this
Section 4.07 shall continue in effect until the final disposition of such
claim, action, suit, proceeding or investigation.

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(d) In the event that the Surviving Corporation or any of
its successors or assigns (i) consolidates with or merges into any other Person
and shall not be the continuing or surviving corporation or entity of such
consolidation or merger or (ii) transfers or conveys all or substantially all
of its properties and assets to any Person, then, and in each such case, to the
extent necessary to effectuate the purposes of this Section 4.07, proper
provision shall be made so that the successors and assigns of the Surviving
Corporation shall succeed to the obligations set forth in this Section 4.07.

SECTION 4.08 Fees and Expenses. (a) In the event the Merger
is consummated, all costs and expenses incurred by each party hereto in
connection with this Agreement and the Transactions (including, without
limitation, fees and disbursements of counsel, financial advisors and
accountants) which, in the case of the Company, shall not exceed $1,750,000,
and in the case of Purchaser shall not exceed $1,750,000, shall be paid by the
Surviving Corporation or the Surviving Corporation shall promptly reimburse
such party, as the case may be.

(b) Notwithstanding anything contained herein to the
contrary, in the event the Fee is required to be paid by the Company to
Purchaser pursuant to Section 6.03, the Company shall simultaneously reimburse
Purchaser for all costs and expenses incurred by Purchaser in connection with
this Agreement and the Transactions (including, without limitation, fees and
disbursements of counsel, financial advisors and accountants) in an amount not
to exceed $1,750,000.

(c) In all events other than those expressly described in
Section 4.08(a) and (b), all costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby (including, without
limitation, fees and disbursements of counsel, financial advisors and
accountants) shall be borne by the party which incurs such cost or expense,
provided that all costs and expenses related to the preparation, printing,
filing and mailing (as applicable) of the Schedule 13E-3, the Company Statement
and all SEC and other regulatory filing fees incurred in connection with the
Company Statement shall be borne equally by the Company, on the one hand, and
Purchaser, on the other hand (subject, in the case of Purchaser, to
reimbursement to the extent provided in Section 4.08(b)).

SECTION 4.09 Debt Financing. (a) Purchaser shall use its
reasonable best efforts to assist the Company in obtaining the Debt Financing
or other alternative financing on substantially comparable or more favorable
terms. The Company shall use its reasonable best efforts to cooperate with
Purchaser in the obtaining of the Debt Financing, including, without
limitation, by participating in road shows and meeting with, and providing
information to, potential sources of financing identified by Purchaser.

(b) The Company shall use its reasonable best efforts to
obtain a revolving credit commitment (the "Revolver") from NationsBank, the
terms of which shall be substantially similar to those in the term sheet
previously forwarded to Purchaser.

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SECTION 4.10 Preferred Stock. Provided that Purchaser shall
have provided to the Company reasonably in advance of the first mailing to
stockholders of the Company Statement the terms of the Mirror Preferred Stock,
then, prior to the Effective Time, the Board of Directors of the Company shall
take all necessary action to establish the terms of the Mirror Preferred Stock
and file the certificate of designation with respect thereto with the Delaware
Secretary of State, all in accordance with the applicable provisions of
Delaware Law. The "Mirror Preferred Stock" shall be Preferred Stock of the
Company, the terms of and certificate of designations of which shall be
identical in all respects (except the name of the Company) to the terms of the
Preferred Stock of the Purchaser and the certificate of designations therefor
in effect immediately prior to the Effective Time.

SECTION 4.11 Schedule 13-E. As soon as practicable after the
date of announcement of the execution of the Agreement, Purchaser shall file
(separately, or as part of the Company Proxy Statement) with the SEC, the
Schedule 13E-3. Purchaser and the Company each agree to correct any
information provided by it for use in the Schedule 13-E if and to the extent
that it shall have become false or misleading in any material respect.
Purchaser and the Company further agree to take all steps necessary to cause
the Schedule 13-E as so corrected to be filed with the SEC and to be
disseminated to holders of Shares, in each case as and to the extent required
by applicable federal securities laws. The Company and its counsel shall be
given an opportunity to review and comment on the Schedule 13-E prior to its
being filed with the SEC.

SECTION 4.12 Certain Filings. The Company and Purchaser
shall use their respective reasonable best efforts to take or cause to be
taken, (i) actions necessary, proper or advisable by such party with respect to
the prompt preparation and filing with the SEC of a Form S-4 registration
statement (the "Registration Statement") if necessary, the Company Statement
and the Schedule 13-E, (ii) such actions as may be required to have the
Registration Statement declared effective if necessary under the Securities
Act and to have the Company Statement cleared by the SEC, in each case as
promptly as practicable, and (iii) such actions as may be required to have to
be taken under state securities or applicable Blue Sky laws in connection with
the issuance of the securities contemplated hereby.

ARTICLE V
CONDITIONS

SECTION 5.01 Conditions to the Merger. (a) The respective
obligations of each party to effect the Merger shall be subject to the
satisfaction at or prior to the Effective Time of the following conditions:

(i) Shareholder Approval. This Agreement and the
Transactions shall have been approved and adopted by the
affirmative vote of the

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shareholders of the Company to the extent required by Delaware
Law and the Certificate of Incorporation of the Company;

(ii) No Order. No United States or state governmental
authority or other agency or commission or United States or
state court of competent jurisdiction shall have enacted,
issued, promulgated, enforced or entered any law, rule,
regulation, executive order, decree, injunction or other order
(whether temporary, preliminary or permanent) which has the
effect of making the acquisition of Shares or the Mirror
Preferred by Purchaser or any affiliate illegal or otherwise
restricting, preventing or prohibiting consummation of the
Transactions;

(iii) HSR Act. Any applicable waiting period under the
HSR Act relating to the Transactions shall have expired; and

(iv) Consents. All consents, approvals and licenses of
any governmental or other regulatory body required in
connection with the execution, delivery and performance of
this Agreement and for the Surviving Corporation to conduct
the business of the Company in substantially the manner now
conducted, shall have been obtained, unless the failure to
obtain such consents, authorizations, orders or approvals
would not constitute a Material Adverse Effect after giving
effect to the Transactions (including the Debt Financing); and

(v) Registration Statement. If necessary, the
Registration Statement shall have been declared effective and
no stop order suspending the effectiveness of the Registration
Statement shall be in effect and no proceedings for such
purpose shall be pending before or threatened by the SEC.

(vi) Debt Financing. The Debt Financing shall have been
obtained.

(b) The obligation of the Company to effect the Merger is
also subject to the satisfaction at or prior to the Effective Time of each of
the following additional conditions, unless waived by the Company:

(i) Accuracy of Representations and Warranties. All
representations and warranties made by Purchaser herein shall
be true and correct in all material respects (except for
representations qualified by materiality or Material Adverse
Effect which shall be correct in all respects) at the Effective
Time, with the same force and effect as though such
representations and warranties had been made on and as of the

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Effective Time, except for changes permitted or contemplated by
this Agreement and except for representations and warranties
that are made as of a specified date or time, which shall be
true and correct in all material respects (except for
representations qualified by materiality or Material Adverse
Effect which shall be correct in all respects) only as of such
specific date or time.

(ii) Compliance with Covenants. Purchaser shall have
performed in all material respects all obligations and
agreements, and complied in all material respects with
covenants, contained in this Agreement to be performed or
complied with by it prior to or as of the Effective Time.

(iii) Officer's Certificates. The Company shall have
received such certificates of Purchaser, dated as of the
Effective Time, signed by an executive officer of Purchaser to
evidence satisfaction of the conditions set forth in this
Article V (insofar as it relates to Purchaser) as may be
reasonably requested by the Company.

(c) The obligation of Purchaser to effect the Merger is
also subject to the satisfaction at or prior to the Effective Time of each of
the following additional conditions, unless waived by Purchaser:

(i) Accuracy of Representations and Warranties. All
representations and warranties made by the Company herein, and
made by each party (other than the Purchaser or its
affiliates) in the Voting Agreements and the Management Voting
Agreement, shall be true and correct in all material respects
(except for representations qualified by materiality or
Material Adverse Effect which shall be correct in all
respects) as of the Effective Time, with the same force and
effect as though such representations and warranties had been
made on and as of the Effective Time, except for changes
permitted or contemplated by this Agreement and except for
representations and warranties that are made as of a specified
date or time, which shall be true and correct in all material
respects (except for representations qualified by materiality
or Material Adverse Effect which shall be correct in all
respects) only as of such specific date or time.

(ii) Compliance with Covenants. The Company shall have
performed in all material respects all obligations and
agreements, and complied in all material respects with
covenants, contained in this Agreement to be performed or
complied with by it prior to or as of the Effective Time.
Each party (other than the Purchaser or its affiliates) shall
have performed in all material respects all obligations and
agreements, and

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complied in all material respects with covenants, contained in
the Voting Agreements and the Management Voting Agreement to
be performed or complied with by each such party to or as of
the Effective Time.

(iii) Officer's Certificates. Purchaser shall have
received such certificates of the Company, dated as of the
Effective Time, signed by an executive officer of the Company
to evidence satisfaction of the conditions set forth in this
Article V (insofar as it relates to the Company) as may be
reasonably requested by the Company.

(iv) Directors Resignations. All Directors of the
Company other than Carl V. Rush, Jr. shall have tendered
their resignations effective as of the Effective Time and
shall have been replaced by nominees acceptable to Purchaser.

(v) The Funded Debt of the Company and its
Subsidiaries determined on a consolidated basis in accordance
with GAAP shall not exceed $35.6 million.

(vi) The Revolver shall be in full force and effect
with adequate availability thereunder.

(vii) There shall not be instituted or pending (x) any
action or proceeding by any Governmental Entity or (y) any
action or proceeding by any other Person, in any case referred
to in clauses (x) and (y), before any court or Governmental
Entity that has reasonable likelihood of success
notwithstanding the reasonable efforts of the Company and
Purchaser to dismiss or otherwise terminate such action or
proceeding (i) challenging or seeking to make illegal, to
delay materially or otherwise directly or indirectly to
restrain or prohibit the consummation of the Merger or seeking
to obtain material damages or otherwise directly or indirectly
relating to the Transactions, (ii) seeking to restrain or
prohibit Purchaser's (including its Subsidiaries and
affiliates) ownership or operation of all or any material
portion of the business or assets of the Company and its
Subsidiaries, taken as a whole, or to compel Purchaser or any
of its Subsidiaries or affiliates to dispose of or hold
separate all or any material portion of the business or assets
of the Company and its Subsidiaries, taken as a whole, (iii)
seeking to impose or confirm material limitations on the
ability of Purchaser or any of its Subsidiaries or affiliates
to effectively control the business or operations of the
Company and its Subsidiaries, taken as a whole, or effectively
to exercise full rights of ownership of the Shares or Mirror
Preferred Stock, including, without limitation, the right to
vote any Shares or Mirror Preferred Stock acquired or owned by

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Purchaser or any of its Subsidiaries or affiliates on all
matters properly presented to the Company's stockholders, or
(iv) seeking to require divestiture by Purchaser or any of its
Subsidiaries or affiliates of any Shares or Mirror Preferred
Stock, and no court, arbitrator or governmental body, agency
or official shall have issued any judgment, order, decree or
injunction, and there shall not be any statute, rule or
regulation, that, in the sole judgment of Purchaser is likely,
directly or indirectly, to result in any of the consequences
referred to in the preceding clauses (i) through (iv);

(viii) The Rollover Shareholders shall have executed a
stockholders agreement (the "Stockholders Agreement") in form
and substance acceptable to Purchaser.

(ix) The holders of not more than 10% of the
outstanding Shares shall have demanded appraisal of their
Shares in accordance with Delaware Law;

(x) Purchaser shall be reasonably satisfied that the
Merger will be recorded as a "recapitalization" for financial
reporting purposes;

(xi) The certificate of designation for the Mirror
Preferred Stock shall have been accepted for filing by the
Delaware Secretary of State;

(xii) There will be no more than 7,871,875 shares
outstanding, on a fully diluted basis (including, without
limitation all Options, Warrants or any other ownership
interest in the Company); and

(xiii) The Warrant obligations shall have been fully
satisfied and the Warrants shall have been canceled in
accordance with the terms of said Warrants.

ARTICLE VI
TERMINATION, AMENDMENT AND WAIVER

SECTION 6.01 Termination. This Agreement may be terminated
and the Transactions may be abandoned at any time prior to the Effective Time,
as the case may be, notwithstanding any requisite approval and adoption of this
Agreement and the Transactions by the shareholders of the Company:

(a) by mutual written consent duly authorized by the
Board of Directors of each of Purchaser and the Company; or

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<PAGE> 42
(b) by Purchaser or the Company if (i) the Effective Time
shall not have occurred on or before July 31, 1998; provided, however, that the
right to terminate this Agreement under this Section 6.01(b) shall not be
available to any party whose failure to fulfill any obligation under this
Agreement has been the cause of, or resulted in, the failure of the Effective
Time to occur on or before such date or (ii) any United States or state
governmental authority or other agency or commission or United States or state
court of competent jurisdiction shall have enacted, issued, promulgated,
enforced or entered any law, rule, regulation, executive order, decree,
injunction or other order (whether temporary, preliminary or permanent) which
has the effect of making the acquisition of Shares or Mirror Preferred by
Purchaser or any affiliate illegal or otherwise restricting, preventing or
prohibiting consummation of the Transactions; or

(c) by either the Company or Purchaser, if Purchaser (in
the case of termination by the Company), or the Company (in the case of
termination by Purchaser) shall have breached in any material respect any of
its obligations under this Agreement or any representation and warranty of
Purchaser (in the case of termination by the Company) or the Company (in the
case of termination by Purchaser) shall have been incorrect in any material
respect when made or at any time prior to the Effective Time;

(d) by Purchaser if the Board of Directors of the Company
shall have withdrawn or modified or amended, in a manner adverse to Purchaser,
its approval or recommendation of this Agreement, the Merger or the
Transactions or its recommendation that stockholders of the Company adopt and
approve this Agreement and the Merger, or approved, recommended or endorsed any
proposal for another transaction pursuant to any Acquisition Proposal, or shall
have resolved to do any of the foregoing, or if the Company has failed to call
the Company Stockholders Meeting or taken any action indicating it will not
hold such meeting or failed as promptly as practicable after the Registration
Statement is declared effective if necessary to mail the Company Statement to
its stockholders or failed to include in such statement the recommendation
referred to above;

(e) by the Company, upon approval of the Board, if prior
to the Effective Time the Board of Directors of the Company shall have
withdrawn or modified or amended, in a manner adverse to Purchaser, its
approval or recommendation of this Agreement and the Merger or its
recommendation that stockholders of the Company adopt and approve this
Agreement, the Merger or the Transactions in order to permit the Company to
execute a definitive agreement concerning a transaction pursuant to an
Acquisition Proposal so long as the Board of Directors of the Company, after
consultation with and receipt of advice from its outside legal counsel,
determines in good faith that the failure to take such action will constitute a
breach of the fiduciary duties of the Board of Directors of the Company under
applicable laws, and provided that the Company shall be in compliance with
Section 4.06;

(f) by either the Company or Purchaser if, at a duly held
stockholders meeting of the Company or any adjournment thereof at which this
Agreement and the Merger is voted upon, the requisite stockholder adoption and
approval shall not have been obtained.

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<PAGE> 43
The party desiring to terminate this Agreement pursuant to Sections
6.01(b)-(f) shall give written notice of such termination to the other party in
accordance with Section 7.02.

SECTION 6.02 Effect of Termination. In the event of the
termination of this Agreement pursuant to Section 6.01, this Agreement shall
forthwith become void, and there shall be no liability on the part of any party
hereto, except (i) as set forth in Sections 4.02(b), 6.03 and 7.01 and this
Section 6.02 and (ii) nothing herein shall relieve any party from liability for
any breach hereof.

SECTION 6.03 Fees. Notwithstanding the provisions of Section
4.08, in the event that:

(a) this Agreement shall have been terminated pursuant to
Section 6.01(f) and within 12 months of any such termination the Company shall
have entered into definitive documentation or consummated an agreement with
respect to any Acquisition Proposal (whether received prior to or following
such termination);

(b) this Agreement is terminated pursuant to Section 6.01
(d) or 6.01(e), or

(c) this Agreement (i) is terminated pursuant to Section
6.01(b)(i), or Section 6.01(c) (in the case of a termination by Purchaser) and
(ii) within 12 months of any such termination the Company shall have entered
into definitive documentation or consummated an agreement with respect to any
Acquisition Proposal (whether received prior to or following such termination);

then, in any such event, the Company shall pay Purchaser (i) prior to such
consummation or entering into of definitive documentation in the case of
paragraph (a), (ii) prior to such withdrawal or modification in the case of
termination pursuant to the Sections referred to in paragraph (b) or (iii)
prior to the consummation of any such Acquisition Proposal in the case of
paragraph (c), a fee of $4,000,000 (the "Fee").

(d) Upon the termination of this Agreement for any reason
other than (i) a termination by either the Company or Purchaser pursuant to
Section 6.01(a), (ii) a termination by the Company pursuant to Section 6.01(c)
or (iii) a termination that follows a failure of the conditions set forth in
Sections 5.01(a)(ii), 5.01(a)(iii), 5.01(b), 5.01(c)(vii), 5.01(c)(viii),
5.01(c)(ix) or 5.01(c)(x) to be satisfied (provided, however, that the failure
to satisfy any such condition shall not have resulted from the breach by the
Company of any obligation under this Agreement or from any representation or
warranty of the Company having been incorrect when made or at any time prior to
the Effective Time), the Company shall reimburse Purchaser and its affiliates
not later than two business days after submission of a demand thereof for 100%
of their costs and expenses incurred in connection with this Agreement and the
Transactions (including, without limitation, fees and disbursements of counsel,
financial advisors and accountants)

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<PAGE> 44
provided that the aggregate amount payable pursuant to this Section 6.03(e)
shall not exceed $1,750,000.

SECTION 6.04 Amendment. This Agreement may be amended by the
parties hereto by action taken by or on behalf of their respective Boards of
Directors at any time prior to the Effective Time; provided, however, that,
after the approval and adoption of this Agreement and the Transactions by the
shareholders of the Company, no amendment may be made which would require
further approval of the stockholders of the Company under applicable law
without such further stockholder approval. This Agreement may not be amended
except by an instrument in writing signed by the parties hereto.

SECTION 6.05 Waiver. At any time prior to the Effective
Time, any party hereto may (i) extend the time for the performance of any
obligation or other act of any other party hereto, (ii) waive any inaccuracy in
the representations and warranties of the other party contained herein or in
any document delivered pursuant hereto and (iii) waive compliance with any
agreement or condition contained herein. Any such extension or waiver shall be
valid if set forth in an instrument in writing signed by the party or parties
to be bound thereby.

ARTICLE VII
GENERAL PROVISIONS

SECTION 7.01 Non-Survival of Representations, Warranties and
Agreements. The representations, warranties and agreements in this Agreement
shall terminate at the Effective Time or upon the termination of this Agreement
pursuant to Section 6.01, as the case may be, except that the agreements set
forth in Article I and Sections 4.07 and 4.08 shall survive the Effective Time
indefinitely and those set forth in Sections 4.02(b), 6.02 and 6.03 and this
Section 7.01 shall survive termination indefinitely.

SECTION 7.02 Notices. All notices, requests, claims, demands
and other communications hereunder shall be in writing and shall be given (and
shall be deemed to have been duly given upon receipt) by delivery in person, by
cable, telecopy, telegram or telex or by registered or certified mail (postage
prepaid, return receipt requested) to the respective parties at the following
addresses (or at such other address for a party as shall be specified in a
notice given in accordance with this Section 7.02):

if to Purchaser: Green I Acquisition Corp.
c/o 399 Venture Partners, Inc.
399 Park Avenue
New York, New York 10043
Facsimile No.: 212-888-2940
Attention: Joseph M. Silvestri, Vice President

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<PAGE> 45
with a copy to: Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
Facsimile No.: 212-309-6273
Attention: Philip Werner, Esq.

if to the Company:

The GNI Group, Inc.
2525 Battleground Road
Deer Park, TX 77536
Facsimile No.: 281-930-0355
Attention: President

with a copy to: Bracewell & Patterson, LLP
2900 South Tower Pennzoil Place
700 Louisiana, 7th Floor
Houston, Texas 77002
Facsimile No.: 713-221-1212
Attention: Rick Wittenbraker, Esq.

SECTION 7.03 Certain Definitions. For purposes of this
Agreement, the term:

(a) "affiliate" of a specified Person means a Person who
directly or indirectly through one or more intermediaries controls, is
controlled by, or is under common control with, such specified Person;

(b) "beneficial owner" with respect to any Shares means a
Person who shall be deemed to be the beneficial owner of such Shares (i) which
such Person or any of its affiliates or associates (as such term is defined in
Rule 12b-2 of the Exchange Act) beneficially owns, directly or indirectly, (ii)
which such Person or any of its affiliates or associates has, directly or
indirectly, (A) the right to acquire (whether such right is exercisable
immediately or subject only to the passage of time), pursuant to any agreement,
arrangement or understanding or upon the exercise of consideration rights,
exchange rights, warrants or options, or otherwise, or (B) the right to vote
pursuant to any agreement, arrangement or understanding or (iii) which are
beneficially owned, directly or indirectly, by any other Persons with whom such
Person or any of its affiliates or associates or Person with whom such Person
or any of its affiliates or associates has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or disposing of any
Shares;

(c) "Benefit Plan" means any Plan, existing at the
Effective Time or prior thereto, established or to which contributions have at
any time been made by the Company, any

38
<PAGE> 46
of its subsidiaries, any ERISA Affiliate, or any predecessor of any of the
foregoing, or under which any employee, former employee or director of the
Company, any of its subsidiaries or any ERISA Affiliate or any beneficiary
thereof is covered, is eligible for coverage or has benefit rights.

(d) "business day" means any day on which the principal
offices of the SEC in Washington, D.C. are open to accept filings, or, in the
case of determining a date when any payment is due, any day on which banks are
not required or authorized to close in the City of New York;

(e) "Capital Lease" means a lease with respect to which
the lessee is required concurrently to recognize the acquisition of an asset
and the incurrence of a liability in accordance with GAAP.

(f) "Capital Lease Obligation" means, with respect to any
Person and a Capital Lease, the amount of the obligation of such Person as the
lessee under such Capital Lease which would, in accordance with GAAP, appear as
a liability on a balance sheet of such Person.

(g) "control" (including the terms "controlled by" and
"under common control with") means the possession, directly or indirectly or as
trustee or executor, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, as trustee or executor, by contract or credit arrangement or
otherwise;

(h) "Environment" means all air, surface water,
groundwater, or land, including land surface or subsurface, including all fish,
wildlife, biota and all other natural resources;

(i) "Environmental Claim" means any and all
administrative or judicial actions, suits, orders, claims, liens, notices,
notices of violations, investigations, complaints, requests for information,
proceedings, or other communication (written or oral), whether criminal or
civil, (collectively, "Claims") pursuant to or relating to any applicable
Environmental Law by any person (including but not limited to any Governmental
Entity, private person and citizens' group) based upon, alleging, asserting, or
claiming any actual or potential (i) violation of or liability under any
Environmental Law, (ii) violation of any Environmental Permit, or (iii)
liability for investigatory costs, cleanup costs, removal costs, remedial
costs, response costs, natural resource damages, property damage, personal
injury, fines, or penalties arising out of, based on, resulting from, or
related to the presence, Release, or threatened Release into the Environment,
of any Hazardous Materials at any location, including but not limited to any
off-Site location to which Hazardous Materials or materials containing
Hazardous Materials were sent for handling, storage, treatment, or disposal;

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<PAGE> 47
(j) "Environmental Clean-up Site" means any location
which is listed or proposed for listing on the National Priorities List, the
Comprehensive Environmental Response, Compensation and Liability Information
System, or on any similar state list of sites requiring investigation or
cleanup, or which is the subject of any pending or threatened action, suit,
proceeding, or investigation related to or arising from any alleged violation
of any Environmental Law;

(k) "Environmental Law" means any and all federal, state,
local, provincial and foreign, civil and criminal laws, statutes, ordinances,
orders, codes, rules, regulations, common law, Environmental Permits, policies,
guidance documents, judgments, decrees, injunctions, or agreements with any
Governmental Entity, relating to the protection of health and the Environment,
worker health and safety, and/or governing the handling, use, generation,
treatment, storage, transportation, disposal, manufacture, distribution,
formulation, packaging, labeling, or Release of Hazardous Materials, whether
now existing or subsequently amended or enacted, including but not limited to:
the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.
Section 9601 et seq.; the Federal Water Pollution Control Act, 33 U.S.C.
Section 1251 et seq.; the Hazardous Material Transportation Act 49 U.S.C.
Section 1801 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act 7
U.S.C. Section 136 et seq.; the Resource Conservation and Recovery Act of 1976
("RCRA"), 42 U.S.C. Section 6901 et seq.; the Toxic Substances Control Act,
15 U.S.C. Section 2601 et seq.; the Occupational Safety & Health Act of 1970,
29 U.S.C. Section 651 et seq.; the Atomic Energy Act of 1954, 42 U.S.C.
Section 2011 et seq; the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 et
seq.; Safe Drinking Water Act, 42 U.S.C. Section 300f et. seq. and the state
analogies thereto, all as amended or superseded from time to time; and any
common law doctrine, including but not limited to, negligence, nuisance,
trespass, personal injury, or property damage related to or arising out of the
presence, Release, or exposure to a Hazardous Material;

(l) "Environmental Permit" means any federal, state,
local, provincial, or foreign permits, licenses, approvals, consents,
variances, exemptions or authorizations required by any Governmental Entity
under or in connection with any Environmental Law and includes any and all
orders, consent orders or binding agreements issued or entered into by a
Governmental Entity under any applicable Environmental Law;

(m) "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended, and the rules and regulations promulgated thereunder;

(n) "ERISA Affiliate" means any Person who is, or at any
time was, a member of a controlled group (within the meaning of Section
412(n)(6) of the Code) that includes, or at any time included, the Company or
any of its subsidiaries, or any predecessor of any of the foregoing;

(o) "Funded Debt" with respect to any Person means, at
any time, without duplication, (a) its liabilities for borrowed money and its
redemption obligations in respect of

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<PAGE> 48
mandatorily redeemable preferred stock; (b) its liabilities for the deferred
purchase price of property acquired by such Person (excluding accounts payable
arising in the Ordinary Course of Business but including all liabilities
created or arising under any conditional sale or other title retention
agreement with respect to any such property); (c) all Capital Lease Obligations
of such Person; (d) all liabilities for borrowed money secured by any Lien with
respect to any property owned by such Person (whether or not such Person has
assumed or otherwise become liable for such liabilities); (e) all its
liabilities in respect of letters of credit or instruments serving a similar
function issued or accepted for its account by banks and other financial
institutions (whether or not representing obligations for borrowed money); (f)
Swap Obligations of such Person; and (g) any Guaranty of such Person with
respect to liabilities of a type described in any of clauses (a) through (f)
hereof.

(p) "Guaranties" by any Person means all obligations
(other than endorsements in the Ordinary Course of Business of negotiable
instruments for deposit or collection) of such Person guaranteeing, or in
effect guaranteeing, any Funded Debt, cash dividend or other monetary
obligation of any other Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, all obligations incurred
through an agreement, contingent or otherwise, by such Person: (i) to purchase
such Funded Debt or obligation or any property or assets constituting security
therefor; (ii) to advance or supply funds for the purchase or payment of such
Funded Debt or obligation; (iii) to lease property or to purchase securities or
other property or services primarily for the purpose of assuring the owner of
such Funded Debt or obligation of the ability of the primary obligor to make
payment of the Funded Debt or obligation; or (iv) otherwise to assure the owner
of the Debt or obligation of the primary obligor against loss in respect
thereof. For the purposes of all computations made under this Agreement, a
Guaranty in respect of any Funded Debt for borrowed money shall be deemed to be
Funded Debt equal to the principal amount of such Funded Debt for borrowed
money which has been guaranteed, and a Guaranty in respect of any other
obligation or liability or any dividend shall be deemed to be Funded Debt equal
to the maximum aggregate amount of such obligation, liability or dividend
unless such Guaranty is limited.

(q) "Hazardous Material" means petroleum, petroleum
hydrocarbons or petroleum products, petroleum by-products, radioactive
materials, asbestos or asbestos-containing materials, gasoline, diesel fuel,
pesticides, radon, urea formaldehyde, lead or lead-containing materials,
polychlorinated biphenyls; and any other chemicals, materials, substances or
wastes in any amount or concentration which are now or hereafter become defined
as or included in the definition of "hazardous substances," "hazardous
materials," "hazardous wastes," "extremely hazardous wastes," "restricted
hazardous wastes," "toxic substances," "toxic pollutants," "pollutants,"
"regulated substances," "solid wastes," or "contaminants" or words of similar
import, under any Environmental Law;

(r) "Knowledge" means the actual knowledge, after due
investigation, of the officers of the Company or any of its subsidiaries
together with the persons listed in Section 7.03(r) of the Company Disclosure
Schedule;

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<PAGE> 49
(s) "Material Adverse Effect" means any change or effect
or any event or circumstance which, individually or when taken together with
all other changes, effects, events or circumstances, is, or could reasonably be
expected to be, materially adverse to the assets, liabilities, business,
financial condition or results of operations of the Company and its
subsidiaries, taken as a whole;

(t) "Multiemployer Plan" means a multiemployer plan
within the meaning of Section 4001(a)(3) of ERISA with respect to which the
Company or any ERISA Affiliate has an obligation to contribute or has or could
have withdrawal liability under Section 4201 of ERISA.

(u) "Ordinary Course of Business" means the ordinary
course of business consistent with past custom and practice (including with
respect to quantity and frequency).

(v) "Person" means an individual, corporation,
partnership, limited partnership, syndicate, person (including, without
limitation, a "person" as defined in Section 13(d)(3) of the Exchange Act),
trust, association or entity or government, political subdivision, agency or
instrumentality of a government;

(w) "Plan" means any bonus, incentive compensation,
deferred compensation, pension, profit sharing, retirement, stock purchase,
stock option, stock ownership, stock appreciation rights, phantom stock, leave
of absence, layoff, vacation, day or dependent care, legal services, cafeteria,
life, health, accident, disability, workmen's compensation or other insurance,
severance, separation or other employee benefit plan, practice, policy or
arrangement of any kind, whether written or oral, or whether for the benefit of
a single individual or more than one individual including, but not limited to,
any "employee benefit plan" within the meaning of Section 3(3) of ERISA.

(x) "Release" means any spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, leaching,
dumping, or disposing of a Hazardous Material into the Environment;

(y) "generally accepted accounting principles" means
United States generally accepted accounting principles as in effect from time
to time consistently applied.

(z) "Site" means any of the real properties currently or
previously owned, leased or operated by the Company, any subsidiary of the
Company, any predecessors of the Company or any such Subsidiary or any entities
previously owned by the Company or any such Subsidiary, including all soil,
subsoil, surface waters and groundwater thereat; and

(aa) "subsidiary" or "subsidiaries" of the Company, the
Surviving Corporation, Purchaser or any other Person means an affiliate
controlled by such person, directly or indirectly, through one or more
intermediaries.

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<PAGE> 50
(bb) "Swap Obligations" means, with respect to any Person,
payment obligations with respect to interest rate swaps, currency swaps and
similar obligations obligating such Person to make payments, whether
periodically or upon the happening of a contingency. For the purposes of this
Agreement, the amount of any Swap Obligation shall be the amount determined in
respect thereof as of the end of the then most recently ended fiscal quarter of
such Person, based on the assumption that such Swap Obligation had terminated
at the end of such fiscal quarter, and in making such determination, if any
agreement relating to such Swap Obligation provides for the netting of amounts
payable by and to such Person thereunder or if any such agreement provides for
the simultaneous payment of amounts by and to such Person, then, in each such
case, the amount of such obligation shall be the net amount so determined.

SECTION 7.04 Severability. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any rule
of law, or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the Transactions is not affected in any manner materially
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner in
order that the Transactions be consummated as originally contemplated to the
fullest extent possible.

SECTION 7.05 Entire Agreement; Assignment. This Agreement,
the Voting Agreements and the Management Voting Agreement constitute the entire
agreement among the parties with respect to the subject matter hereof and
supersede all prior agreements and undertakings, both written and oral, among
the parties, or any of them, with respect to the subject matter hereof. This
Agreement shall not be assigned by operation of law or otherwise, except that
Purchaser may assign all or any of its rights and obligations hereunder to any
affiliate or affiliates of Purchaser provided that no such assignment shall
relieve the assigning party of its obligations hereunder if such assignee does
not perform such obligations.

SECTION 7.06 Parties in Interest. This Agreement shall be
binding upon and inure solely to the benefit of each party hereto, and nothing
in this Agreement, express or implied, is intended to or shall confer upon any
other person any right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement, other than Section 4.07 (which is intended to be for
the benefit of the Persons covered thereby and may be enforced by such
Persons).

SECTION 7.07 Specific Performance. The parties hereto agree
that irreparable damage would occur in the event any provision of this
Agreement was not performed in accordance with the terms hereof and that the
parties shall be entitled to specific performance of the terms hereof, in
addition to any other remedy at law or equity.

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<PAGE> 51
SECTION 7.08 Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of Delaware
applicable to contracts executed in and to be performed in that State. All
actions and proceedings arising out of or relating to this Agreement shall be
heard and determined in any Delaware state or federal court. THE COMPANY AND
PURCHASER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF,
UNDER OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENT (VERBAL OR WRITTEN) OR ACTION OF THE COMPANY OR
PURCHASER.

SECTION 7.09 Headings. The descriptive headings contained in
this Agreement are included for convenience of reference only and shall not
affect in any way the meaning or interpretation of this Agreement.

SECTION 7.10 Counterparts. This Agreement may be executed in
one or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.

[SIGNATURE PAGE FOLLOWS]

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<PAGE> 52
IN WITNESS WHEREOF, Purchaser and the Company have caused this
Agreement to be executed as of the date first written above by their respective
officers thereunto duly authorized.

GREEN I ACQUISITION CORP.

By /s/ Joseph Silvestri
---------------------------
Name: Joseph Silvestri
Title: Vice President

The GNI Group, Inc.

By /s/ Carl V. Rush, Jr.
---------------------------
Name: Carl V. Rush, Jr.
Title: President & CEO

[SIGNATURE PAGE TO MERGER AGREEMENT]

<PAGE> 53
EXHIBIT A

AMENDED CERTIFICATE OF INCORPORATION
OF
THE GNI GROUP, INC.

The GNI Group, Inc. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware (the "GCL"),
does hereby certify that:

1. The Certificate of Incorporation of the Corporation is hereby amended
and restated to read in its entirety as follows:

FIRST: The name of the corporation is The GNI Group, Inc. (the
"Corporation").

SECOND: The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, City of Wilmington, County of New Castle 19801.
The name of its registered agent at such address is The Corporation Trust
Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware (the "GCL")

FOURTH: The total number of shares of capital stock which the Corporation
shall have authority to issue is ________ shares, consisting of (1) __________
shares of Class A Common Stock, par value $0.01 per share (the "Class A
Common"); (2) _________ shares of Class B Common Stock, par value $0.01 per
share (the "Class B Common"; the Class A Common and the Class B Common
hereinafter being referred to collectively as the "Common Stock") and (3)
__________ shares of Preferred Stock, par value $0.01 per share (the "Preferred
Stock").

A-1
<PAGE> 54
PART I
DEFINITIONS

(1) The following terms shall have the following meanings in this
Certificate of Incorporation (such definitions to be equally applicable to both
singular and plural forms of the terms defined):

"Affiliate" means with respect to any Person, any other Person that
controls, is controlled by or is under common control with such Person. For the
purposes of this definition, "control" (including its correlative meanings, the
terms "controlling", "controlled by" and "under common control with"), as
applied to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of securities, by contract or otherwise.

"Board of Directors" means the board of directors of the Corporation.

"Business Day" means a day, other than a Saturday or Sunday, on which banks
in New York, New York are open for business.

"Effective Time" means the date upon which the certificate of merger
regarding the merger of Green I Acquisition Corp. with and into the Corporation
is filed with the Secretary of State of the State of Delaware.

"Person" or "person" means an individual, partnership, corporation, limited
liability company or partnership, trust, unincorporated organization, joint
venture, government (or agency or political subdivision thereof) or any other
entity of any kind.

"Qualifying Offering" means the consummation by the Company, after the
Effective Time, of an underwritten primary or secondary public offering of
Common Stock pursuant to an effective registration statement under the
Securities Act, covering the distribution of the Common Stock (i) which (taken
together with all similar previous public offerings subsequent to the Effective
Time) raises at least $__________ of aggregate net proceeds to the Company
(after underwriters' fees, commissions and discounts and offering expenses).

"Sale of the Company" means the sale of the Company (whether by merger,
consolidation, recapitalization, reorganization, sale of securities, sale of
assets or otherwise) in one transaction or series of related transactions to a
Person or Persons pursuant to which such Person or Persons (together with its
Affiliates) acquires (i) securities representing at least a majority of the
voting power of all securities of the Company, assuming the conversion, exchange
or exercise of all securities convertible, exchangeable or exercisable for or
into voting securities, or (ii) all or substantially all of the Company's assets
on a consolidated basis.

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"Securities Act" means the Securities Act of 1933, as amended from time to
time, and the rules and regulations promulgated thereunder.

"Tax" or "Taxes" means all Federal, state, local or foreign net or gross
income, gross receipts, net proceeds, sales, use, ad valorem, value added,
franchise, bank shares, withholding, payroll, employment, excise, property,
alternative or add-on minimum, environmental or other taxes, assessments,
duties, fees, levies or other governmental charges of any nature whatever,
whether disputed or not, together with any interest, penalties, additions to tax
or additional amounts with respect thereto.

(2) The following terms, when used in this Certificate of Incorporation,
shall have the meanings provided for such terms in the Sections set forth below
(such definitions to be equally applicable to both singular and plural forms of
the terms defined):

Section (Part)
Term of Article FOURTH
- ---- -----------------
Class A Common preamble
Class B Common preamble
Common Stock preamble
Date of Issuance 1(b) (Part III)
Dividend Payment Date 3(b) (Part III)
Dividend Period 3(b) (Part III)
Dividend Rate 3(b) (Part III)
Junior A Stock 3(e) (Part III)
Preferred Liquidation Value 3(d) (ii) (Part III)
Preferred Stock preamble
Redemption Date 4(a) (iii) (Part III)
Redemption Event 4(a) (i) (Part III)
Redemption Price 4(a) (iii) (Part III)
Series A Preferred 1(a) (Part III)
Special Redemption 4(d) (Part III)
Stated Value 1(b) (Part III)

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PART II
COMMON STOCK

The powers and rights of the shares of each class of Common Stock, and the
qualifications, limitations or restrictions thereof, are set forth in this Part
II.

(1) Voting Rights. Except as expressly provided herein or as required under
the GCL, on all matters to be voted on by the Corporation's stockholders, (i)
each holder of record of shares of Class A Common will be entitled to one vote
per share so held, and (i) each holder of record of shares of Class B Common
will be entitled to no voting rights.

(2) Dividends. When and as dividends are declared or paid on shares of
Common Stock, whether in cash, property or securities, each holder of record of
shares of Common Stock will be entitled to a ratable portion of such dividend,
based upon the number of shares of Common Stock then held of record by each such
holder, provided that (a) if dividends are declared in shares of Common Stock,
such dividends will be declared and paid at the same rate per share on each
class of Common Stock, and, unless the Corporation obtains the prior affirmative
vote or written consent of at least 95% of the issued and outstanding shares of
each class of Common Stock, dividends payable in shares of a specific class of
Common Stock will be payable only to holders of that particular class of Common
Stock; provided, further, that any dividend or distribution payable to one class
of Common Stock entitles the other class of Common Stock to the same form and
distribution amount (except as provided for in (b) below) on the same date, and
(b) if the dividends consist of voting securities of the Corporation, the
Corporation will make available to each holder of Class B Common, at such
holder's request, dividends consisting of non-voting securities of the
Corporation, which are otherwise identical to the voting securities and which
are convertible into or exchangeable for such voting securities on the same
terms as the shares of Class B Common are convertible into the shares of Class A
Common.

(3) Stock Splits; Combinations. If the Corporation, in any manner,
subdivides or combines (by stock split, stock dividend or otherwise) the issued
and the outstanding shares of any class of Common Stock, the issued and
outstanding shares of the other class of Common Stock will be proportionately
subdivided or combined , unless the Corporation obtains the prior affirmative
vote or consent of the holders of all of the issued and outstanding shares of
the Class A Common and the Class B Common voting together as a single class.

(4) Liquidation.

(a) Ratable Participation. The holders of the Common Stock will be
entitled to share ratably, on the basis of the number of shares of Common Stock
then held by each such holder, in all distributions to the holders of the Common
Stock in any liquidation, dissolution or winding-up of the Corporation.

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(b) Mergers, etc. Neither the voluntary sale, conveyance, exchange or
transfer (for cash, shares of stock, securities or other consideration) of all
or substantially all the property or assets of the Corporation nor the
consolidation, merger or other business combination of the Corporation with or
into one or more corporations shall be deemed to be a liquidation, dissolution
or winding-up, voluntary or involuntary, of the Corporation.

(5) Conversion.

(a) Optional Conversion of Class A Common. Each share of Class A Common
is convertible into one share of Class B Common at the option of the holder.

(b) Optional Conversion of Class B Common. Each share of Class B Common
is convertible into one share of Class A Common at the option of the holder.

(i) Each conversion of shares of one class of Common Stock into
shares of another class of Common Stock will be effected by the surrender of the
certificate or certificates representing the shares to be converted at the
principal office of the Corporation at any time during normal business hours,
together with written notice by the holder of such shares stating that the
holder desires to convert the shares, or a stated number of the shares, of a
class of Common Stock represented by such certificate or certificates into such
other class of Common Stock.

(ii) Each conversion of shares of one class of Common Stock into
shares of another class of Common Stock will be deemed to have been effected as
of the close of business on the date on which such certificate or certificates
were surrendered and such notice was received. At such time the rights of the
holder of the converted Common Stock as such holder will cease and the person or
persons in whose name or names the certificate or certificates for shares of
such other class of Common Stock are to be issued upon such conversion will be
deemed to have become the holder or holders of record of the shares of such
other class of Common Stock represented thereby.

(iii) Following each surrender of certificates and the receipt of
such written notice, the Corporation will issue and deliver in accordance with
the surrendering holder's instructions (A) the certificate or certificates for
the class of Common Stock issuable upon such conversion and (B) a certificate
representing any Common Stock which was represented by the certificate or
certificates delivered to the Corporation in connection with such conversion but
which was not converted.

(iv) The issuance of certificates for a class of Common Stock upon
conversion of any class of Common Stock will be made without charge to the
holders of such

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shares for any issuance tax in respect thereof or other cost incurred by the
Corporation in connection with such conversion and the related issuance of such
other class of Common Stock.

(v) The Corporation will at all times reserve and keep available out
of its authorized but unissued shares of Class A Common and Class B Common the
number of such shares sufficient for issuance upon conversion of any Class A
Common and Class B Common hereunder.

(vi) The Corporation will not close its books against the transfer of
any class of Common Stock in any manner which would interfere with the timely
conversion of any class of Common Stock.

(6) Mergers, etc. In connection with any merger, consolidation or
recapitalization in which holders of Class A Common generally receive, or are
given the opportunity to receive, consideration for their shares, then, in all
such circumstances, unless otherwise approved by the holders of a majority of
shares of Class B Common voting as a separate class, all holders of Class B
Common shall be given the opportunity to receive the same form and amount of
consideration per share.

PART III
PREFERRED STOCK

The Preferred Stock may be issued from time to time in one or more series,
the number of shares and any designation of each series and the powers
(including voting powers), designations, preferences and relative,
participating, optional, and other special rights of the shares of each series,
and the qualifications, limitations or restrictions thereof, to be as stated and
expressed in a resolution or resolutions providing for the issue of such series
adopted by the Board of Directors, subject to the limitations prescribed by law.

All shares of the Preferred Stock of any one series shall be identical to
each other in all respects, except that shares of any one series issued at
different times may differ as to the dates from which dividends thereon, if
cumulative, shall be cumulative.

Subject to any limitations or restrictions stated in the resolution or
resolutions of the Board of Directors originally fixing the number of shares
constituting a series, the Board of Directors may by resolution or resolutions
likewise adopted increase (but not above the total number of authorized shares
of that class) or decrease (but not below the number of shares of the series
then outstanding) the number of shares of the series subsequent to the issue of
shares of that series; and if the number of shares of any series shall be so
decreased, the shares constituting the decrease shall resume that status that
they had prior to the adoption of the resolution originally fixing the number of
shares constituting such series.

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(1) Designation.

(a) Series A Preferred. A class of Preferred Stock is hereby
created with the designations, powers, preferences and rights set forth herein.
The Corporation is authorized to issue a class of Preferred Stock designated as
Series A Preferred Stock consisting of _______ shares (the "Series A
Preferred").

(b) Stated Value; Date of Issuance. Each share of Series A
Preferred shall have a stated value of $100 (the "Stated Value"). No shares of
Series A Preferred will be issued except as part of the original issuance
thereof. The date on which the Corporation initially issues any share of
Preferred Stock will be deemed its "Date of Issuance" regardless of the number
of times transfer of such share is made on the stock records of the Corporation
and regardless of the number of certificates which may be issued to evidence
such share.

(c) Ranking. For so long as any shares of Series A Preferred are
issued and outstanding, the Corporation will not issue any series of Preferred
Stock which will be senior or pari passu with respect to payment of dividends,
other distributions, preference on redemption or liquidation rights or
otherwise; provided, however, that holders of more than a majority of the shares
of Series A Preferred may consent to the issuance of Preferred Stock ranking
senior or pari passu to the Series A Preferred.

(2) Voting.

(a) No Voting Rights Generally. Except as otherwise provided
specifically herein or required by law, none of the shares of Series A Preferred
shall have any voting rights.

(b) Consent Requirements. For so long as shares of Series A
Preferred are issued and outstanding, the affirmative vote or consent of the
holders of more than a majority of all of the shares of Series A Preferred at
the time issued and outstanding, voting as a separate class, given in person or
by proxy either in writing (as may be permitted by law and the Certificate of
Incorporation and By-laws of the Corporation) or at any special or annual
meeting, shall be necessary to permit, effect or validate the taking of any of
the following actions by the Corporation, whether such actions are effected
directly or through a merger or another transaction (provided, that, no such
affirmative vote or consent shall be required in connection with a merger or
other transaction which would result in a Sale of the Company, so long as prior
to or simultaneously with completion of that transaction, the Series A Preferred
will be redeemed in full):

(i) the amendment of the Certificate of Incorporation or
By-laws of the Corporation, or the alteration or change of the powers, rights,
privileges or preferences of the Series A Preferred, if such amendment,
alteration or change would adversely affect any of the powers, rights,
privileges or preferences of the holders of the Series A Preferred;

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(ii) the authorization of (or issuance of any shares of) any class of
Preferred Stock which ranks senior to or pari passu with the Series A Preferred
with respect to dividends or upon liquidation, dissolution or winding-up of the
Corporation;

(iii) the increase of the number of shares of Series A Preferred
authorized for issuance; or

(iv) the issuance after the Effective Time of any shares of Series A
Preferred (excluding the issuance of share certificates upon transfers or
exchanges of shares by holders (other than the Corporation) thereof or upon
replacement of lost, stolen, damaged or mutilated share certificates), except
for issuances of shares of Series A Preferred which have been redeemed or
otherwise acquired.

(3) Dividends; Cash and Stock Dividends.

(a) Payment. Dividends will be payable on each share of Series A
Preferred, in cash, as provided herein when, as and if declared by the Board of
Directors, to the extent funds are legally available therefor.

(b) Rates; Dates Payable. Dividends on shares of Series A Preferred
will be payable in cash at a rate per annum equal to 12% of the Preferred
Liquidation Value thereof (the "Dividend Rate"). Such dividends shall be payable
semi-annually on _______________ and _______________ of each year, commencing on
_______________ (each such date hereinafter referred to as a "Dividend Payment
Date" and each such dividend period hereinafter referred to as a "Dividend
Period") (or, if such date is not a Business Day, then on the next succeeding
Business Day), to the holders of record as they appear on the register of the
Corporation for the shares of such Series A Preferred.

(c) Record Date. The Board of Directors may fix a record date for the
determination of holders of shares of Series A Preferred entitled to receive
payment of the dividends payable pursuant to Section 3(b), which record date
shall not be more than 60 days prior to the Dividend Payment Date.

(d) Accrual.

(i) Dividends on the shares of Series A Preferred shall accrue
cumulatively on a daily basis and shall accrue from the Date of Issuance to and
including the date on which the redemption of such share of Series A Preferred
shall have been effected or on which full payment with respect to such share
shall have been made pursuant to any liquidation, dissolution or winding-up of
the Corporation, whether or not such dividends have been declared and whether or
not there shall be (at the time such dividends became or become payable or any

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other time) profits, surpluses or other funds of the Corporation legally
available for the payment of dividends.

(ii) To the extent not paid on any Dividend Payment Date, all
dividends which have accrued on any share of Series A Preferred then outstanding
during the period from and including the preceding Dividend Payment Date (or
from and including the Date of Issuance in the case of the initial Dividend
Payment Date) to (but excluding) such Dividend Payment Date shall be added on
such Dividend Payment Date to the Preferred Liquidation Value of such share of
Series A Preferred (so that, without limitation, dividends shall thereafter
accrue in respect of the amount of such accrued but unpaid dividends) and shall
remain a part thereof until (but only until) such dividends are paid. The
"Preferred Liquidation Value" of any share of Series A Preferred as of a
particular date shall be equal to the sum of $100 plus an amount equal to any
accrued and unpaid dividends (whether or not earned or declared) on such share
of Series A Preferred added to the Preferred Liquidation Value of such share of
Series A Preferred on any Dividend Payment Date pursuant to this Section 3(d)
and not thereafter paid.

(e) Priority. For so long as any shares of Series A Preferred shall be
outstanding, no dividend or distribution, whether in cash, stock or other
property, shall be paid, declared and set apart for payment or made on any date
on or in respect to the Common Stock, or any other class or series of stock of
the Corporation ranking junior to the Series A Preferred (together with the
Common Stock, a "Junior A Stock") as to dividends or distributions of assets
upon liquidation, dissolution or winding up, and no payment on account of the
redemption, purchase or other acquisition or retirement for value by the
Corporation of shares of Common Stock or any other Junior A Stock shall be made
on any date unless, in each case, the full amount of unpaid dividends accrued on
all outstanding shares of Series A Preferred shall have been paid or
contemporaneously are declared and paid; provided, however, that the foregoing
provisions of this sentence shall not prohibit (i) a dividend payable solely in
shares of Common Stock or any other Junior A Stock, (ii) the acquisition of any
shares of any Common Stock or any other Junior A Stock upon conversion or
exchange thereof into or for any shares of any other class of Common Stock or
other Junior A Stock or (iii) the acquisition of any shares of Common Stock
pursuant to the Stockholders' Agreement.

(4) Redemption.

(a) Redemption by the Corporation. (i) To the extent funds are legally
available therefor, on the earlier of (x) March 1, 2010, or if such date is not
a Business Day then on the next Business Day, and (y) the date on which a Sale
of the Company or a Qualifying Offering occurs, the Corporation shall redeem at
the Redemption Price therefor all issued and outstanding shares of Series A
Preferred (the events described in any of the above clauses (x) or (y) are each
referred to herein as a "Redemption Event").

(ii) To the extent funds are legally available therefor, on any
Business Day prior to a Redemption Event, the Corporation, at its option, may
redeem at the

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Redemption Price therefor all or any portion of the shares of Series A Preferred
then issued and outstanding.

(iii) The date on which shares of Series A Preferred are required
to be redeemed pursuant to this Section 4 is referred to herein as the
"Redemption Date." If, on the Redemption Date, there shall be insufficient funds
of the Corporation legally available for the complete redemption of the Series A
Preferred, such amount of the funds as is legally available shall be used for
the redemption obligation as described in Section 4(d) of this Part III. If the
Corporation shall fail to discharge its obligation to redeem shares of the
Series A Preferred upon the occurrence of a Redemption Event, such obligation
shall be discharged as soon as the Corporation is permitted by law to discharge
such obligations. Such redemption obligation shall be cumulative so that if such
obligation shall not be fully discharged for any reason, all funds legally
available therefor shall immediately be applied thereto upon receipt by the
Corporation until such obligation is discharged.

The redemption price (the "Redemption Price") for each outstanding share of
Series A Preferred to be redeemed pursuant to this Section 4(a) shall be the
Preferred Liquidation Value thereof as of the Redemption Date.

(b) Payment of Redemption Price. Each payment of the Redemption Price in
accordance with Section 4(a)(iii) of this Part III shall be made to the holder
of each share of Series A Preferred being redeemed, upon surrender by such
holder at the Corporation's principal executive office of the certificate
representing such share of Series A Preferred, duly endorsed in blank or
accompanied by an appropriate form of assignment.

(c) Redeemed Shares not to be Reissued. All shares of Series A Preferred
redeemed pursuant to Section 4(a) of this Part III shall be retired and canceled
and shall not thereafter be reissued. This Section shall not apply to any shares
of Series A Preferred which is otherwise redeemed, purchased or acquired by the
Corporation.

(d) Amount of Shares Redeemed. The Corporation may acquire shares of the
Series A Preferred from time to time without redeeming or otherwise acquiring
all or any other issued and outstanding shares of the Series A Preferred (such
acquisition, a "Special Redemption"). Except with respect to any Special
Redemption, if less than all of the issued and outstanding shares of Series A
Preferred is to be redeemed pursuant to this Section 4, the Corporation shall
determine the number shares held by each holder of such series to be redeemed as
hereinafter provided. The number of shares of Series A Preferred to be redeemed
from each holder thereof shall be the number of shares determined by multiplying
the total number of shares of Series A Preferred to be redeemed by a fraction,
the numerator of which shall be the total number of shares of Series A
Preferred, then held by such holder and the denominator of which shall be the
total number of shares of Series A Preferred, then issued and outstanding.

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(e) Notice of Redemption. Notice of the redemption of shares of Series
A Preferred pursuant to Section 4(a) of this Part III, specifying the time and
place of redemption and the Redemption Price, shall be mailed by certified or
registered mail, return receipt requested, to each holder of record of shares to
be redeemed, at the address for such holder shown on the stock records of the
Corporation not less than 10 Business Days prior to the date on which such
redemption is to be made; provided, that neither failure to give such notice nor
any defect therein shall affect the validity of the proceeding for the
redemption of any shares of Series A Preferred to be redeemed. Such notice shall
also specify the number of shares of Series A Preferred of each holder thereof
and the certificate numbers thereof which are to be redeemed. In case less than
all the shares of Series A Preferred represented by any certificate are
redeemed, a new certificate representing the unredeemed shares shall be issued
to the holder thereof without cost to such holder.

(f) Dividends After Redemption Date. Unless the Redemption Price is
not made available on the Redemption Date to the holder of a share of Series A
Preferred, then from and after the Redemption Date, such share of Series A
Preferred shall not be entitled to any dividends accruing after such date, all
rights of the holder of such share of Series A Preferred as a stockholder of the
Corporation by reason of the ownership of such share of Series A Preferred shall
cease, except the right to receive the Redemption Price of such share of Series
A Preferred upon the presentation and surrender of the certificate representing
such share of Series A Preferred and such share of Series A Preferred shall not
after such date be deemed to be outstanding for any purpose.

(5) Liquidation Rights.

(a) Preference. Upon the dissolution, liquidation or winding-up of the
Corporation, whether voluntary or involuntary, the holders of issued and
outstanding shares of Series A Preferred shall be entitled to receive, out of
the assets of the Corporation available for distribution to stockholders, before
any payment or distribution shall be made to the holders of Common Stock or any
other Junior A Stock, an amount per share of Series A Preferred, in cash, equal
to the Preferred Liquidation Value of such shares as of the date of final
distribution. Such assets shall be distributed ratably among the shares of
Series A Preferred.

(b) Preferences are not Participating. After the payment to the holders
of the shares of Series A Preferred of the full preferential amounts provided
for in Section 5 of this Part II the holders of shares of Series A Preferred
shall have no right or claim to any of the remaining assets of the Corporation.

(c) Mergers, etc. Neither the sale, conveyance, exchange or transfer
(for cash, shares of stock, securities or other consideration) of all or
substantially all the property or assets of the Corporation nor the
consolidation, merger or other business combination of the Corporation with or
into one or more corporations shall be deemed to be a liquidation, dissolution
or winding-up, voluntary or involuntary, of the Corporation.

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SIXTH: [RESERVED]

SEVENTH: The Corporation expressly elects not to be governed by Section
203 of the GCL.

EIGHTH: The total number of directors which shall constitute the whole
board of directors shall be determined in accordance with the By-Laws of the
Corporation, but shall not be less than two (2) nor more than nine (9).

(a) Unless and to the extent that the By-Laws so provide, election
of directors need not be by written ballot.

(b) The Board of Directors of the Corporation, acting by majority
vote, may alter, amend or repeal the By-Laws of the Corporation.

NINTH: Except as otherwise provided by the Delaware General Corporation Law
as the same exists or may hereafter be amended, no director of the Corporation
shall be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director. Any repeal or modification
of this Section 9 by the stockholders of the Corporation shall not adversely
affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the undersigned has duly executed this Amended and
Restated Certificate of Incorporation as of ________________________, 1998.

The GNI Group, Inc.

--------------------------------
Name:
Title:

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EXHIBIT B

AMENDED AND RESTATED

BY-LAWS

The GNI Group, Inc.

Article I

Stockholders

SECTION 1. Annual Meeting. The annual meeting of the stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as may be designated by the Board of Directors,
for the purpose of electing Directors and for the transaction of such other
business as may be properly brought before the meeting.

SECTION 2. Special Meetings. Except as otherwise provided in the
Certificate of Incorporation, a special meeting of the stockholders of the
Corporation may be called at any time by the Board of Directors or the Chairman
of the Board. Any special meeting of the stockholders shall be held on such
date, at such time and at such place within or without the State of Delaware as
the Board of Directors or the officer calling the meeting may designate. At a
special meeting of the stockholders, no business shall be transacted and no
corporate action shall be taken other than that stated in the notice of the
meeting unless all of the stockholders are present in person or by proxy, in
which case any and all business may be transacted at the meeting even though the
meeting is held without notice.

SECTION 3. Notice of Meetings. Except as otherwise provided in these
ByLaws or by law, a written notice of each meeting of the stockholders shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder of the Corporation entitled to vote at such
meeting at his or her address as it appears on the records of the Corporation.
The notice shall state the place, date and hour of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4. Quorum. At any meeting of the stockholders, the holders of a
majority in number of the total outstanding shares of stock of the Corporation
entitled to vote at such meeting, present in person or represented by proxy,
shall constitute a quorum of the stockholders for all purposes, unless the
representation of a larger number of shares shall be required by law, by the
Certificate of Incorporation or by these By-Laws, in which case the
representation of the representation of the number of shares so required shall
constitute a quorum; provided that at any meeting of the stockholders at which
the holders of any class of stock of the Corporation shall be entitled to vote
separately as a class, the holders of a majority in number of the total
outstanding shares of such class, present in person or represented by proxy,
shall constitute a quorum for
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purposes of such class vote unless the representation of a larger number of
shares of such class shall be required by law, by the Certificate of
Incorporation or by these By-Laws.

SECTION 5. Adjourned Meetings. Whether or not a quorum shall be present in
person or represented at any meeting of the stockholders, the holders of a
majority in number of the shares of stock of the Corporation present in person
or represented by proxy and entitled to vote at such meeting may adjourn from
time to time; provided, however, that if the holders of any class of stock of
the Corporation are entitled to vote separately as a class upon any matter at
such meeting, any adjournment of the meeting in respect of action by such class
upon such matter shall be determined by the holders of a majority of the shares
of such class present in person or represented by proxy and entitled to vote at
such meeting. When a meeting is adjourned to another time or place, notice need
not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting, the stockholders, or the holders of any class of stock entitled to vote
separately as a class, as the case may be, may transact any business which might
have been transacted by them at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6. Organization. The Chairman of the Board, or, in his absence, the
Vice-Chairman of the Board, or, in their absence, the Chief Executive Officer,
or, in the absence of the Chairman of the Board, the Vice-Chairman of the Board
and the Chief Executive Officer, the President, or, in the absence of the
Chairman of the Board, the Vice-Chairman of the Board, the Chief Executive
Officer and the President, a Vice President shall call all meetings of the
stockholders to order, and shall act as Chairman of such meetings. In the
absence of the Chairman of the Board, the Vice-Chairman of the Board, the Chief
Executive Officer, the President and all of the Vice Presidents, the holders of
a majority in number of the shares of stock of the Corporation present in person
or represented by proxy and entitled to vote at such meeting shall elect a
Chairman.

The Secretary of the Corporation shall act as Secretary of all meetings of
the stockholders; but in the absence of the Secretary, the Chairman may appoint
any person to act as Secretary of the meeting. It shall be the duty of the
Secretary to prepare and make, at least ten days before every meeting of
stockholders, a complete list of stockholders entitled to vote at such meeting,
arranged in alphabetical order and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. Such list shall
be open, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting or, if not so
specified, at the place where the meeting is to be held, for the ten days next
preceding the meeting, to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, and shall be produced
and kept at the time and place of the meeting during the whole time thereof and
subject to the inspection of any stockholder who may be present.

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SECTION 7. Voting. Except as otherwise provided in the Certificate of
Incorporation or by law, each stockholder shall be entitled to one vote for each
share of the capital stock of the Corporation registered in the name of such
stockholder upon the books of the Corporation. Each stockholder entitled to vote
at a meeting of stockholders or to express consent or dissent to corporate
action in writing without a meeting may authorize another person or persons to
act for him or her by proxy, but no such proxy shall be voted or acted upon
after three years from its date, unless the proxy provides for a longer period.
When directed by the presiding officer or upon the demand of any stockholder,
the vote upon any matter before a meeting of stockholders shall be by ballot.
Except as otherwise provided by law or by the Certificate of Incorporation,
Directors shall be elected by a plurality of the votes cast at a meeting of
stockholders by the stockholders entitled to vote in the election and, whenever
any corporate action, other than the election of Directors is to be taken, it
shall be authorized by a majority of the votes cast at a meeting of stockholders
by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation
or to another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor be counted for quorum
purposes.

SECTION 8. Inspectors. When required by law or directed by the presiding
officer or upon the demand of any stockholder entitled to vote, but not
otherwise, the polls shall be opened and closed, the proxies and ballots shall
be received and taken in charge, and all questions touching the qualification of
voters, the validity of proxies and the acceptance or rejection of votes shall
be decided at any meeting of the stockholders by one or more Inspectors who may
be appointed by the Board of Directors before the meeting, or if not so
appointed, shall be appointed by the presiding officer at the meeting. If any
person so appointed fails to appear or act, the vacancy may be filled by
appointment in like manner. Each inspector, before entering upon the discharge
of his duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his ability.

SECTION 9. Consent of Stockholders in Lieu of Meeting. Any action required
to be taken at any annual or special meeting of stockholders of the Corporation,
or any action which may be taken at any annual or special meeting of the
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the Corporation by delivery to its registered office
in Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be made by hand or by certified or registered mail, return receipt
requested.

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Every written consent shall bear the date of signature of each stockholder
who signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty (60) days of the date
the earliest dated consent is delivered to the Corporation, a written consent or
consents signed by a sufficient number of holders to take action are delivered
to the Corporation in the manner prescribed in the first paragraph of this
Section.

ARTICLE II

Board of Directors

SECTION 1. Number and Term of Office. The business and affairs of the
Corporation shall be managed by or under the direction of a Board of Directors,
none of whom need be stockholders of the Corporation. The number of Directors
constituting the Board of Directors shall be fixed from time to time by
resolution passed by a majority of the Board of Directors. The Directors shall,
except as hereinafter otherwise provided for filling vacancies, be elected at
the annual meeting of stockholders, and shall hold office until their respective
successors are elected and qualified or until their earlier resignation or
removal.

SECTION 2. Removal, Vacancies and Additional Directors. The stockholders
may, at any special meeting the notice of which shall state that it is called
for that purpose, remove, with or without cause, any Director and fill the
vacancy; provided that whenever any Director shall have been elected by the
holders of any class of stock of the Corporation voting separately as a class
under the provisions of the Certificate of Incorporation, such Director may be
removed and the vacancy filled only by the holders of that class of stock voting
separately as a class. Vacancies caused by any such removal and not filled by
the stockholders at the meeting at which such removal shall have been made, or
any vacancy caused by the death or resignation of any Director or for any other
reason, and any newly created directorship resulting from any increase in the
authorized number of Directors, may be filled by the affirmative vote of a
majority of the Directors then in office, although less than a quorum, and any
Director so elected to fill any such vacancy or newly created directorship shall
hold office until his or her successor is elected and qualified or until his or
her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a
majority of the Directors then in office, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective, and each
Director so chosen shall hold office as herein provided in connection with the
filling of other vacancies.

SECTION 3. Place of Meeting. The Board of Directors may hold its meetings
in such place or places in the State of Delaware or outside the State of
Delaware as the Board from time to time shall determine.

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SECTION 4. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times and places as the Board from time to time by
resolution shall determine. No further notice shall be required for any regular
meeting of the Board of Directors; but a copy of every resolution fixing or
changing the time or place of regular meetings shall be mailed to every Director
at least five days before the first meeting held in pursuance thereof.

SECTION 5. Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by direction of the Chairman of the Board or by
any two of the Directors then in office.

Notice of the day, hour and place of holding of each special meeting shall
be given by mailing the same at least two days before the meeting or by causing
the same to be transmitted by facsimile, telegram or telephone at least one day
before the meeting to each Director. Unless otherwise indicated in the notice
thereof, any and all business other than an amendment of these By-Laws may be
transacted at any special meeting, and an amendment of these By-Laws may be
acted upon if the notice of the meeting shall have stated that the amendment of
these By-Laws is one of the purposes of the meeting. At any meeting at which
every Director shall be present, even though without any notice, any business
may be transacted, including the amendment of these By-Laws.

SECTION 6. Quorum. Subject to the provisions of Section 2 of this Article
II, a majority of the members of the Board of Directors in office (but in no
case less than one-third of the total number of Directors nor less than two
Directors) shall constitute a quorum for the transaction of business and the
vote of the majority of the Directors present at any meeting of the Board of
Directors at which a quorum is present shall be the act of the Board of
Directors. If at any meeting of the Board there is less than a quorum present, a
majority of those present may adjourn the meeting from time to time.

SECTION 7. Organization. The Chairman of the Board shall preside at all
meetings of the Board of Directors. In the absence of the Chairman of the Board,
a Chairman shall be elected from the Directors present. The Secretary of the
Corporation shall act as Secretary of all meetings of the Directors; but in the
absence of the Secretary, the Chairman may appoint any person to act as
Secretary of the meeting.

SECTION 8. Committees. The Board of Directors may designate one or more
committees including, without limitation, compensation and audit committees,
each committee to consist of one or more of the Directors of the Corporation.
The Board may designate one or more Directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the

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resolution of the Board, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and the
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to approving or adopting, or recommending to the
stockholders, any action or matter expressly required by law to be submitted to
stockholders for approval, or adopting, amending or repealing these By-laws.

SECTION 9. Conference Telephone Meetings. Unless otherwise restricted by
the Certificate of Incorporation or by these By-Laws, the members of the Board
of Directors or any committee designated by the Board, may participate in a
meeting of the Board or such committee, as the case may be, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
shall constitute presence in person at such meeting.

SECTION 10. Consent of Directors or Committee in Lieu of Meeting. Unless
otherwise restricted by the Certificate of Incorporation or by these By-Laws,
any action required or permitted to be taken at any meeting of the Board
Directors, or of any committee thereof, may be taken without a meeting if all
members of the Board or committee, as the case may be, consent thereto in
writing and the writing or writings are filed with the minutes of proceedings of
the Board or committee, as the case may be.

ARTICLE III

Officers

SECTION 1. Officers. The officers of the Corporation shall be a Chairman of
the Board, Vice-Chairman of the Board, Chief Executive Officer, a President, one
or more Vice Presidents, a Secretary and a Treasurer, and such additional
officers, if any, as shall be elected by the Board of Directors pursuant to the
provisions of Section 7 of this Article III. The Chairman of the Board, the
Vice-Chairman of the Board, the President, the Chief Executive Officer, one or
more Vice Presidents, the Secretary and the Treasurer shall be elected by the
Board of Directors at its first meeting after each annual meeting of the
stockholders. The failure to hold such election shall not of itself terminate
the term of office of any officer. All officers shall hold office at the
pleasure of the Board of Directors. Any officer may resign at any time upon
written notice to the Corporation. Officers may, but need not, be Directors. Any
number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or
without cause, at any time by the Board of Directors. The removal of an officer
without cause shall be without prejudice to his or her contract rights, if any.
The election or appointment of an officer shall not of itself create contract
rights. All agents and employees other than officers elected by the Board of
Directors shall also be subject to removal, with or without cause, at any time
by the officers appointing them.

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Any vacancy caused by the death, resignation or removal of any officer, or
otherwise, may be filled by the Board of Directors, and any officer so elected
shall hold office at the pleasure of the Board of Directors.

In addition to the powers and duties of the officers of the Corporation as
set forth in these By-Laws, the officers shall have such authority and shall
perform such duties as from time to time may be determined by the Board of
Directors.

SECTION 2. Powers and Duties of the Chairman of the Board. The Chairman of
the Board shall preside at all meetings of the stockholders and at all meetings
of the Board of Directors and shall have such other powers and perform such
other duties as may from time to time be assigned by these By-Laws or by the
Board of Directors.

SECTION 3. Powers and Duties of the Vice-Chairman of the Board. The Vice-
Chairman of the Board shall have all powers and shall perform all duties
incident to the office of Vice-Chairman of the Board and shall have such other
powers and perform such other duties as may from time to time be assigned by
these By-Laws or by the Board of Directors or the Chairman of the Board.

SECTION 4. Powers and Duties of the Chief Executive Officer. The Chief
Executive Officer shall be the chief executive officer of the Corporation, have
general charge and control of all the Corporation's business and affairs and,
subject to the control of the Board of Directors, shall have all powers and
shall perform all duties incident to the office of Chief Executive Officer. In
the absence of the Chairman of the Board, the Chief Executive Officer shall
preside at all meetings of the stockholders and at all meetings of the Board of
Directors. In addition, the Chief Executive Officer shall have such other powers
and perform such other duties as may from time to time be assigned by these
By-Laws or by the Board of Directors.

SECTION 5. Powers and Duties of the President. The President shall, subject
to the control of the Board of Directors, have all powers and shall perform all
duties incident to the office of President. In the absence of the Chairman of
the Board and the Chief Executive Officer, the President shall preside at all
meetings of the stockholders and at all meetings of the Board of Directors. In
the absence of the Chief Executive Officer, the President shall be the chief
executive officer of the Corporation, have general charge and control of all the
Corporation's business and affairs and shall have such other powers and perform
such other duties as may from time to time be assigned by these By-Laws or by
the Board of Directors.

SECTION 6. Powers and Duties of the Vice Presidents. Each Vice President
shall have all powers and shall perform all duties incident to the office of
Vice President and shall have such other powers and perform such other duties as
may from time to time be assigned by these By-Laws or by the Board of Directors,
the Chairman of the Board, the Chief Executive Officer or the President.

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SECTION 7. Powers and Duties of the Secretary. The Secretary shall keep the
minutes of all meetings of the Board of Directors and the minutes of all
meetings of the stockholders in books provided for that purpose. The Secretary
shall attend to the giving or serving of all notices of the Corporation; shall
have custody of the corporate seal of the Corporation and shall affix the same
to such documents and other papers as the Board of Directors, the Chairman of
the Board, the Vice-Chairman of the Board, the Chief Executive Officer or the
President shall authorize and direct; shall have charge of the stock certificate
books, transfer books and stock ledgers and such other books and papers as the
Board of Directors, the Chairman of the Board, the Vice-Chairman of the Board,
the Chief Executive Officer or the President shall direct, all of which shall at
all reasonable times be open to the examination of any Director, upon
application, at the office of the Corporation during business hours. The
Secretary shall have all powers and shall perform all duties incident to the
office of Secretary and shall also have such other powers and shall perform such
other duties as may from time to time be assigned by these By-Laws or by the
Board of Directors, the Chairman of the Board, the Vice-Chairman of the Board,
the Chief Executive Officer or the President.

SECTION 8. Powers and Duties of the Treasurer. The Treasurer shall have
custody of, and when proper shall pay out, disburse or otherwise dispose of, all
funds and securities of the Corporation. The Treasurer may endorse on behalf of
the Corporation for collection checks, notes and other obligations and shall
deposit the same to the credit of the Corporation in such bank or banks or
depositary or depositaries as the Board of Directors may designate; shall sign
all receipts and vouchers for payments made to the Corporation; shall enter or
cause to be entered regularly in the books of the Corporation kept for the
purpose full and accurate accounts of all moneys received or paid or otherwise
disposed of and whenever required by the Board of Directors, the Chairman of the
Board, the Vice-Chairman of the Board, the Chief Executive Officer or the
President shall render statements of such accounts. The Treasurer shall, at all
reasonable times, exhibit the books and accounts to any Director of the
Corporation upon application at the office of the Corporation during business
hours; and shall have all powers and shall perform all duties incident of the
office of Treasurer and shall also have such other powers and shall perform such
other duties as may from time to time be assigned by these By-Laws or by the
Board of Directors, the Chairman of the Board, the Vice-Chairman of the Board,
the Chief Executive Officer or the President.

SECTION 9. Additional Officers. The Board of Directors may from time to
time elect such other officers (who may but need not be Directors), including a
Controller, Assistant Treasurers, Assistant Secretaries and Assistant
Controllers, as the Board may deem advisable and such officers shall have such
authority and shall perform such duties as may from time to time be assigned by
the Board of Directors, the Chairman of the Board, the Vice-Chairman of the
Board, the Chief Executive Officer or the President.

The Board of Directors may from time to time by resolution delegate to any
Assistant Treasurer or Assistant Treasurers any of the powers or duties herein
assigned to the Treasurer;

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and may similarly delegate to any Assistant Secretary or Assistant Secretaries
any of the powers or duties herein assigned to the Secretary.

SECTION 10. Giving of Bond by Officers. All officers of the Corporation, if
required to do so by the Board of Directors, shall furnish bonds to the
Corporation for the faithful performance of their duties, in such penalties and
with such conditions and security as the Board shall require.

SECTION 11. Voting Upon Stocks. Unless otherwise ordered by the Board of
Directors, the Chairman of the Board, the Vice-Chairman of the Board, the Chief
Executive Officer, the President or any Vice President shall have full power and
authority on behalf of the Corporation to attend and to act and to vote, or in
the name of the Corporation to execute proxies to vote, at any meeting of
stockholders of any corporation in which the Corporation may hold stock, and at
any such meeting shall possess and may exercise, in person or by proxy, any and
all rights, powers and privileges incident to the ownership of such stock. The
Board of Directors may from time to time, by resolution, confer like powers upon
any other person or persons.

SECTION 12. Compensation of Officers. The officers of the Corporation shall
be entitled to receive such compensation for their services as shall from time
to time be determined by the Board of Directors.

ARTICLE IV

Indemnification of Directors and Officers

Section 1. Right to Indemnification. Each person who was or is made a party
or is threatened to be made a party to or is otherwise involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter, a "Proceeding"), by reason of the fact that he or she is or was a
director or officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan (hereinafter, an "Indemnitee"), whether
the basis of such Proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than permitted prior
thereto), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such Indemnitee in connection
therewith and such indemnification shall continue as to an Indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the Indemnitee's heirs, executors and administrators; provided,
however, that, except as provided in Section 3 of this Article IV with respect
to Proceedings to enforce

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rights to indemnification, the Corporation shall indemnify any such Indemnitee
in connection with a Proceeding (or part thereof) initiated by such Indemnitee
only if such Proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.

Section 2. Right to Advancement of Expenses. The right to indemnification
conferred in Section 1 of this Article IV shall include the right to be paid by
the Corporation the expenses incurred in defending any Proceeding for which such
right to indemnification is applicable in advance of its final disposition
(hereinafter, an "Advancement of Expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an Advancement of Expenses incurred
by an Indemnitee in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such Indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter, an
"Undertaking"), by or on behalf of such Indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter, a "Final Adjudication")
that such Indemnitee is not entitled to be indemnified for such expenses under
this Section or otherwise.

Section 3. Right of Indemnitee to Bring Suit. The rights to indemnification
and to the advancement of expenses conferred in Sections 1 or 2 of this Article
IV shall be contract rights. If a claim under Sections 1 or 2 of this Article IV
is not paid in full by the Corporation within sixty days after a written claim
has been received by the Corporation, except in the case of a claim for an
Advancement of Expenses, in which case the applicable period shall be twenty
days, the Indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit, or in a suit brought by the Corporation to recover an
Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee
shall be entitled to be paid also the expense of prosecuting or defending such
suit. In (i) any suit brought by the Indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the Indemnitee to
enforce a right to an Advancement of Expenses) it shall be a defense that, and
(ii) in any suit by the Corporation to recover an Advancement of Expenses
pursuant to the terms of an Undertaking the Corporation shall be entitled to
recover such expenses upon a Final Adjudication that, the Indemnitee has not met
any applicable standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
Indemnitee is proper in the circumstances because the Indemnitee has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the Indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the Indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the Indemnitee, be a defense to such suit. In any suit
brought by the Indemnitee to enforce a right to indemnification or to an
Advancement of Expenses hereunder, or by the Corporation to recover an
Advancement of Expenses pursuant to the terms of an

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Undertaking, the burden of proving that the Indemnitee is not entitled to be
indemnified, or to such Advancement of Expenses, under this Section or otherwise
shall be on the Corporation.

Section 4. Non-Exclusivity of Rights. The rights to indemnification and to
the Advancement of Expenses conferred in this Article IV shall not be exclusive
of any other right which any person may have or hereafter acquire under any
statute, the Corporation's certificate of incorporation, bylaw, agreement, vote
of stockholders or disinterested directors or otherwise.

Section 5. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

Section 6. Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, and to the Advancement of Expenses
to any employee or agent of the Corporation to the fullest extent of the
provisions of this Article IV with respect to the indemnification and
Advancement of Expenses of directors and officers of the Corporation.

ARTICLE V

Stock-Seal-Fiscal Year

SECTION 1. Certificates For Shares of Stock. The certificates for shares of
stock of the Corporation shall be in such form, not inconsistent with the
Certificate of Incorporation, as shall be approved by the Board of Directors.
All certificates shall be signed by the Chairman of the Board, the Vice-Chairman
of the Board, the Chief Executive Officer, the President or a Vice President and
by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate
or certificates shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be issued and delivered as though the person or
persons who signed such certificate or certificates had not ceased to be such
officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the
same are issued. The name of the person owning the shares represented thereby
with the number of such shares and the date of issue thereof shall be entered on
the books of the Corporation.

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Except as hereinafter, provided, all certificates surrendered to the
Corporation for transfer shall be canceled, and no new certificates shall be
issued until former certificates for the same number of shares have been
surrendered and canceled.

SECTION 2. Lost, Stolen or Destroyed Certificates. Whenever a person owning
a certificate for shares of stock of the Corporation alleges that it has been
lost, stolen or destroyed, he or she shall file in the office of the Corporation
an affidavit setting forth, to the best of his or her knowledge and belief, the
time, place and circumstances of the loss, theft or destruction, and, if
required by the Board of Directors, a bond of indemnity or other indemnification
sufficient in the opinion of the Board of Directors to indemnify the Corporation
and its agents against any claim that may be made against it or them on account
of the alleged loss, theft or destruction of any such certificate or the
issuance of a new certificate in replacement therefor. Thereupon the Corporation
may cause to be issued to such person a new certificate in replacement for the
certificate alleged to have been lost, stolen or destroyed. Upon the stub of
every new certificate so issued shall be noted the fact of such issue and the
number, date and the name of the registered owner of the lost, stolen or
destroyed certificate in lieu of which the new certificate is issued.

SECTION 3. Transfer of Shares. Shares of stock of the Corporation shall be
transferred on the books of the Corporation by the holder thereof, in person or
by his or her attorney duly authorized in writing, upon surrender and
cancellation of certificates for the number of shares of stock to be
transferred, except as provided in Section 2 of this Article V.

SECTION 4. Regulations. The Board of Directors shall have power and
authority to make such rules and regulations as it may deem expedient concerning
the issue, transfer and registration of certificates for shares of stock of the
Corporation.

SECTION 5. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders, or
to receive payment of any dividend or other distribution or allotment of any
rights or to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date on
which the resolution fixing the record date is adopted and which record date
shall not be more than sixty (60) nor less than ten (10) days before the date of
any meeting of stockholders, nor more than sixty (60) days prior to the time for
such other action as hereinbefore described; provided, however, that if no
record date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held, and, for determining
stockholders entitled to receive payment of any dividend or other distribution
or allotment of rights or to exercise any rights of change, conversion or
exchange of stock or for any other purpose, the record date shall be at the
close of business on the day on which the Board of Directors adopts a resolution
relating thereto.

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A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

In order that the Corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the Board of Directors
may fix a record date, which shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall be not more than ten (10) days after the date upon which
the resolution fixing the record date is adopted. If no record date has been
fixed by the Board of Directors and no prior action by the Board of Directors is
required by the Delaware General Corporation Law, the record date shall be the
first date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation in the manner prescribed by
Article I, Section 9 hereof. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by the Delaware
General Corporation Law with respect to the proposed action by written consent
of the stockholders, the record date for determining stockholders entitled to
consent to corporate action in writing shall be at the close of business on the
day on which the Board of Directors adopts the resolution taking such prior
action.

SECTION 6. Dividends. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors shall have power to declare and pay
dividends upon shares of stock of the Corporation, but only out of funds
available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any
dividends declared upon the stock of the Corporation shall be payable on such
date or dates as the Board of Directors shall determine. If the date fixed for
the payment of any dividend shall in any year fall upon a legal holiday, then
the dividend payable on such date shall be paid on the next day not a legal
holiday.

SECTION 7. Corporate Seal. The Board of Directors shall provide a suitable
seal, containing the name of the Corporation, which seal shall be kept in the
custody of the Secretary. A duplicate of the seal may be kept and be used by any
officer of the Corporation designated by the Board of Directors, the Chairman of
the Board, the Vice-Chairman of the Board, the Chief Executive Officer or the
President.

SECTION 8. Fiscal Year. The fiscal year of the Corporation shall be such
fiscal year as the Board of Directors from time to time by resolution shall
determine.

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ARTICLE VI

Miscellaneous Provisions

SECTION 1. Checks, Notes, Etc. All checks, drafts, bills of exchange,
acceptances, notes or other obligations or orders for the payment of money shall
be signed and, if so required by the Board of Directors, countersigned by such
officers of the Corporation and/or other persons as the Board of Directors from
time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and
orders for the payment of money made payable to the Corporation may be endorsed
for deposit to the credit of the Corporation with a duly authorized depository
by the Treasurer and/or such other officers or persons as the Board of Directors
from time to time may designate.

SECTION 2. Loans. No loans and no renewals of any loans shall be contracted
on behalf of the Corporation except as authorized by the Board of Directors.
When authorized to do so, any officer or agent of the Corporation may effect
loans and advances for the Corporation from any bank, trust company or other
institution or from any firm, corporation or individual, and for such loans and
advances may make, execute and deliver promissory notes, bonds or other
evidences of indebtedness of the Corporation. When authorized so to do, any
officer or agent of the Corporation may pledge, hypothecate or transfer, as
security for the payment of any and all loans, advances, indebtedness and
liabilities of the Corporation, any and all stocks, securities and other
personal property at any time held by the Corporation, and to that end may
endorse, assign and deliver the same. Such authority may be general or confined
to specific instances.

SECTION 3. Contracts. Except as otherwise provided in these By-Laws or by
law or as otherwise directed by the Board of Directors, the Chairman of the
Board, the Vice-Chairman of the Board, the Chief Executive Officer, the
President or any Vice President shall be authorized to execute and deliver, in
the name and on behalf of the Corporation, all agreements, bonds, contracts,
deeds, mortgages, and other instruments, either for the Corporation's own
account or in a fiduciary or other capacity, and the seal of the Corporation, if
appropriate, shall be affixed thereto by any of such officers or the Secretary
or an Assistant Secretary. The Board of Directors, the Chairman of the Board,
the Vice-Chairman of the Board, the Chief Executive Officer, the President or
any Vice President designated by the Board of Directors may authorize any other
officer, employee or agent to execute and deliver, in the name and on behalf of
the Corporation, agreements, bonds, contracts, deeds, mortgages, and other
instruments, either for the Corporation's own account or in a fiduciary or other
capacity, and, if appropriate, to affix the seal of the Corporation thereto. The
grant of such authority by the Board or any such officer may be general or
confined to specific instances.

SECTION 4. Waivers of Notice. Whenever any notice whatever is required to
be given by law, by the Certificate of Incorporation or by these By-Laws to any
person or persons, a

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waiver thereof in writing, signed by the person or persons entitled to the
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

SECTION 5. Offices Outside of Delaware. Except as otherwise required by the
laws of the State of Delaware, the Corporation may have an office or offices and
keep its books, documents and papers outside of the State of Delaware at such
place or places as from time to time may be determined by the Board of
Directors, the Chairman of the Board, the Vice-Chairman of the Board, the Chief
Executive Officer or the President.

ARTICLE VII

Amendments

These By-Laws and any amendment thereof may be altered, amended or
repealed, or new By-Laws may be adopted, by the Board of Directors at any
regular or special meeting by the affirmative vote of a majority of all of the
members of the Board, provided in the case of any special meeting at which all
of the members of the Board are not present, that the notice of such meeting
shall have stated that the amendment of these By-Laws was one of the purposes of
the meeting; but these By-Laws and any amendment thereof may be altered, amended
or repealed or new By-Laws may be adopted by the holders of a majority of the
total outstanding stock of the Corporation entitled to vote at any annual
meeting or at any special meeting, provided, in the case of any special meeting,
that notice of such proposed alteration, amendment, repeal or adoption is
included in the notice of the meeting.

ARTICLE VIII

Waiver of Section 203

The Corporation expressly elects not to be governed by Section 203 of the
Delaware General Corporation Law, which election shall, in accordance with such
Section, not be effective until 12 months after the adoption of these By-Laws
and not apply to any business combination between the Corporation and any person
who became an interested stockholder of the Corporation on or prior to such
adoption.

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<PAGE> 81
EXHIBIT C-1

VOTING AGREEMENT

C-1

<PAGE> 82
EXECUTION COPY

VOTING AGREEMENT

AGREEMENT, dated as of February 11, 1998 by and between Green I
Acquisition Corp., a Delaware corporation ("Purchaser"), and Robert Fleming,
Inc. (the "Stockholder"). Capitalized terms used but not defined herein shall
have the meanings set forth in the Agreement and Plan of Merger, dated the date
hereof (as such agreement may be amended from time to time, the "Merger
Agreement").

WHEREAS, concurrently herewith, Purchaser and The GNI Group, Inc., a
Delaware corporation (the "Company"), are entering into a Merger Agreement,
pursuant to which Purchaser will be merged with and into the Company (the
"Merger"), whereby each share of common stock, par value $.01 per share, of the
Company ("Company Common Stock") issued and outstanding immediately prior to the
Effective Time will be converted into the right to receive cash, other than (i)
shares of Company Common Stock owned, directly or indirectly, by the Company or
any Subsidiary of the Company or by Purchaser, (ii) Dissenting Shares and (iii)
shares that will be retained pursuant to Section 1.07(c) of the Merger
Agreement.

WHEREAS, as a condition to Purchaser's entering into the Merger
Agreement, Purchaser requires that the Stockholder enter into, and that the
Stockholder has agreed to enter into, this Agreement with Purchaser.

NOW, THEREFORE, in order to implement the foregoing and in
consideration of the mutual agreements contained herein, the parties hereby
agree as follows:

Section 1. Certain Definitions. The following terms, when used in this
Agreement, shall have the following meanings (such definitions to be equally
applicable to both singular and plural terms of the terms defined):

"Beneficially Own" or "Beneficial Ownership" with respect to any
securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the

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Exchange Act), including pursuant to any agreement, arrangement or
understanding, whether or not in writing. Without duplicative counting of the
same securities by the same holder, securities Beneficially Owned by a Person
shall include securities Beneficially Owned by all other Persons with whom such
Person would constitute a "group" as described in Section 13(d)(3) of the
Exchange Act.

"Company" has the meaning ascribed thereto in the recitals of this
Agreement.

"Company Common Stock" has the meaning ascribed thereto in the recitals
of this Agreement.

"Control" (including the terms "Controlled by" and "under common
Control with") means the possession, directly or indirectly or as a trustee or
executor, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ownership of stock, as a trustee or
executor, by contract or credit arrangement or otherwise.

"Existing Shares" has the meaning ascribed thereto in Section 2(a)(i).

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

"Merger" has the meaning ascribed thereto in the recitals of this
Agreement.

"Purchaser" has the meaning ascribed thereto in the introductory
paragraph of this Agreement.

"Permitted Transferee" means in the case of any Stockholder any
Affiliate of such Stockholder.

"Person" means an individual, corporation, partnership, limited
liability company, limited partnership, association, trust, unincorporated
organization or other entity or group (as defined in Section 13(d)(3) of the
Exchange Act).

"Shares" means the Existing Shares, together with any shares of Company
Common Stock acquired of record or beneficially by such Stockholder in any
capacity after the date hereof and prior to the termination hereof, whether upon
exercise of options, conversion of convertible securities, purchase, exchange or
otherwise; provided, however, that in the event of a stock dividend or
distribution, or any change in the Company Common Stock by reason of any stock
dividend, split-up, recapitalization, combination, exchange of shares or the
like, the term "Shares" shall be deemed to refer to and include the Shares as
well as all such stock dividends and distributions and any shares into which or
for which any or all of the Shares may be changed or exchanged.

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"Stockholder" has the meaning ascribed thereto in the introductory
paragraph to this Agreement.

"Subsidiary" means, with respect to any Person, any entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions
are at the time directly or indirectly owned by such Person.

"Termination Date" has the meaning ascribed thereto in Section 10 of
this Agreement.

"Trustee" has the meaning ascribed thereto in Section 2(a)(i) of this
Agreement.

Section 2. Representations and Warranties of Stockholder. The
Stockholder hereby represents and warrants to Purchaser as follows:

(a) (i) Such Stockholder is either (A) the record holder
or beneficial owner of the number of, or (B) trustee of a
trust that is the record holder or beneficial owner of, and
whose beneficiaries are the beneficial owners (such trustee, a
"Trustee"), shares of Company Common Stock as is set forth
opposite such Stockholder's name on Schedule I hereto (the
"Existing Shares").

(ii) On the date hereof, the Existing Shares set
forth opposite such Stockholder's name on Schedule I hereto
constitute all of the outstanding shares of Company Common
Stock owned of record or beneficially by such Stockholder.
Such Stockholder does not have record or beneficial ownership
of any Shares not set forth on Schedule I hereto.

(iii) Such Stockholder has sole power of disposition
with respect to all of the Existing Shares set forth opposite
such Stockholder's name on Schedule I and sole voting power
with respect to the matters set forth in Section 4 hereof and
sole power to demand dissenter's or appraisal rights, in each
case with respect to all of the Existing Shares set forth
opposite such Stockholder's name on Schedule I, with no
restrictions on such rights, subject to applicable federal
securities laws and the terms of this Agreement.

(iv) Such Stockholder will have sole power of
disposition with respect to Shares other than Existing Shares,
if any, which become beneficially owned by such Stockholder
and will have sole voting power with respect to the matters
set forth in Section 4 hereof and sole power to demand
dissenter's or appraisal rights, in each case with respect to
all Shares other than Existing Shares, if any, which become
beneficially owned by such Stockholder with no restrictions on
such rights, subject to applicable federal securities laws and
the terms of this Agreement.

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(b) Such Stockholder has the legal capacity, power and
authority to enter into and perform all of such Stockholder's
obligations under this Agreement. The execution, delivery and
performance of this Agreement by such Stockholder will not violate any
other agreement to which such Stockholder is a party or by which such
Stockholder is bound including, without limitation, any trust
agreement, voting agreement, stockholders agreement, voting trust,
partnership or other agreement. This Agreement has been duly and
validly executed and delivered by such Stockholder and constitutes a
valid and binding agreement of such Stockholder, enforceable against
such Stockholder in accordance with its terms, except as limited by (a)
bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to creditor's rights generally, (b) general principles of
equity, whether such enforceability is considered in a proceeding in
equity or at law, and to the discretion of the court before which any
proceeding therefore may be brought, or (c) public policy
considerations or court decisions which may limit the rights of the
parties thereto for indemnification. All necessary consents of any
beneficiary of or holder of interest in any trust of which a
Stockholder is Trustee to the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been
obtained.

(c) Except for filings under the HSR Act, if applicable, (i)
no filing with, and no permit, authorization, consent or approval of,
any state or federal public body or authority is necessary for the
execution of this Agreement by such Stockholder and the consummation by
such Stockholder of the transactions contemplated hereby and (ii)
neither the execution and delivery of this Agreement by such
Stockholder nor the consummation by such Stockholder of the
transactions contemplated hereby nor compliance by such Stockholder
with any of the provisions hereof shall (x) conflict with or result in
any breach of any applicable trust, partnership agreement or other
agreements or organizational documents applicable to such Stockholder,
(y) result in a violation or breach of, or constitute (with or without
notice or lapse of time or both) a default (or give rise to any third
party right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any
note, bond, mortgage, indenture, license, contract, commitment,
arrangement, understanding, agreement or other instrument or obligation
of any kind to which such Stockholder is a party or by which such
Stockholder or any of such Stockholder's properties or assets may be
bound or (z) violate any order, writ, injunction, decree, judgment,
statute, rule or regulation applicable to such Stockholder or any of
such Stockholder's properties or assets.

(d) Except for the shares of Company Common Stock identified
in Schedule II hereto (the "Pledged Shares"), such Stockholder's Shares
and the certificates representing such Shares are now and at all times
during the term hereof will be held by such Stockholder, or by a
nominee or custodian for the benefit of such Stockholder, free and
clear of all liens, claims, security interests, proxies, voting trusts
or agreements,

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understandings or arrangements or any other encumbrances whatsoever,
except for any such encumbrances or proxies arising hereunder.

(e) No broker, investment banker, financial adviser or other
person is entitled to any broker's, finder's, financial adviser's or
other similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of
such Stockholder in his or her capacity as such.

(f) Such Stockholder understands and acknowledges that
Purchaser is entering into the Merger Agreement in reliance upon such
Stockholder's execution and delivery of this Agreement with Purchaser.

Section 3. Representations and Warranties of Purchaser. Purchaser
hereby represents and warrants to the Stockholder as follows:

(a) Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
formation.

(b) Purchaser has all necessary power and authority to execute
and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance by
Purchaser of this Agreement and the consummation by Purchaser of the
transactions contemplated hereby have been duly and validly authorized
and approved by all required corporate action other than shareholder
approval which shall be effected prior to the Effective Time. This
Agreement has been duly executed and delivered by Purchaser, and
(assuming due authorization, execution and delivery by the Stockholder)
constitutes a valid and binding obligation of Purchaser, enforceable
against it in accordance with its terms, except as limited by (a)
bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to creditor's rights generally, (b) general principles of
equity, whether such enforceability is considered in a proceeding in
equity or at law, and to the discretion of the court before which any
proceeding therefor may be brought, or (c) public policy considerations
or court decisions which may limit the rights of the parties thereto
for indemnification.

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concession, franchise or license applicable to Purchaser or its
properties or assets or (iii) any judgment, order, decree, statute,
law, ordinance, rule, regulation or arbitration award applicable to
Purchaser or its properties or assets. No consent, approval, order or
authorization of, or registration, declaration or filing with, or
notice to, any state or federal public body or authority is required by
or with respect to Purchaser in connection with the execution and
delivery of this Agreement by Purchaser or the consummation by
Purchaser of any of the transactions contemplated by this Agreement.

Section 4. Agreement to Vote; Proxy

(a) The Stockholder hereby agrees that, until the Termination
Date (as defined in Section 10), at any meeting of the stockholders of
the Company, however called, or in connection with any written consent
of the Stockholders of the Company, such Stockholder shall vote (or
cause to be voted) the Shares held of record or beneficially by such
Stockholder (i) in favor of the Merger, the execution and delivery by
the Company of the Merger Agreement and the approval of the terms
thereof and each of the other actions contemplated by the Merger
Agreement and this Agreement and any actions required in furtherance
hereof and thereof; (ii) against any action or agreement that would
result in a breach of any covenant, representation or warranty or any
other obligation or agreement of the Company under the Merger Agreement
or this Agreement; and (iii) against the following actions (other than
the Merger and the transactions contemplated by the Merger Agreement or
any such actions identified in writing by Purchaser in advance): (A)
any extraordinary corporate transaction, including, without limitation,
a merger, consolidation or other business combination involving the
Company or its Subsidiaries; (B) a sale, lease or transfer of a
material amount of assets of the Company or its Subsidiaries or a
reorganization, recapitalization, dissolution or liquidation of the
Company or its Subsidiaries; (C) any change in the majority of the
board of directors of the Company; (D) any material change in the
present capitalization of the Company or any amendment of the Company's
Certificate of Incorporation or By-Laws; (E) any other material change
in the Company's corporate structure or business; or (F) any other
action which is intended, or could reasonably be expected, to impede,
interfere with, delay, postpone, discourage or materially adversely
affect the Merger or the transactions contemplated by the Merger
Agreement or this Agreement. Such Stockholder shall not enter into any
agreement or understanding with any person or entity to vote or give
instructions in any manner inconsistent with clauses (i) or (ii) of the
preceding sentence. Notwithstanding the foregoing, it is agreed that
the Stockholder will be permitted to vote for an Acquisition Proposal
if the Merger Agreement is terminated by the Company pursuant to
Section 6.01(e) of the Merger Agreement.

(b) THE STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER
AND ANY DESIGNEE OF PURCHASER, EACH OF THEM INDIVIDUALLY, SUCH
STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND
ATTORNEY-IN-FACT (WITH FULL POWER

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OF SUBSTITUTION) TO VOTE THE SHARES AS SET FORTH IN SECTION 4(a) ABOVE.
THE STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE
TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH
FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY
TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY
PREVIOUSLY GRANTED BY SUCH STOCKHOLDER WITH RESPECT TO SUCH
STOCKHOLDER'S SHARES.

Section 5. Certain Covenants of Stockholder. Except in accordance with
the terms of this Agreement, the Stockholder hereby covenants and agrees as
follows:

(a) Prior to the Termination Date, no Stockholder shall, in
its capacity as such, directly or indirectly (including through
advisors, agents or other intermediaries), solicit (including by way of
furnishing information) or respond to any inquiries or the making of
any proposal by any person or entity (other than Purchaser or any
Affiliate thereof) with respect to the Company that constitutes or
could reasonably be expected to lead to an Acquisition Proposal (as
defined in Section 4.06 of the Merger Agreement). If any Stockholder in
its capacity as such receives any such inquiry or proposal, then such
Stockholder shall within 24 hours furnish Purchaser with an accurate
description of the material terms (including any changes or adjustments
to such terms as a result of negotiations or otherwise) and conditions,
if any, of such inquiry or proposal and the identity of the person
making it. The Stockholder, in its capacity as such, will immediately
cease and cause to be terminated any existing activities, discussions
or negotiations with any parties conducted heretofore with respect to
any of the foregoing.

(b) Prior to the Termination Date, no Stockholder shall,
directly or indirectly (i) except pursuant to the terms of the Merger
Agreement or this Agreement, offer for sale, sell, transfer, tender,
pledge, encumber, assign or otherwise dispose of, enforce or permit the
execution of the provisions of any redemption agreement with the
Company or enter into any contract, option or other arrangement or
understanding with respect to or consent to the offer for sale, sale,
transfer, tender, pledge, encumbrance, assignment or other disposition
of, or exercise any discretionary powers to distribute, any or all of
such Stockholder's Shares or any interest therein, including any trust
income or principal, except in each case to a Permitted Transferee who
is or agrees to become bound by this Agreement; (ii) except as
contemplated hereby, grant any proxies or powers of attorney with
respect to any Shares, deposit any Shares into a voting trust or enter
into a voting agreement with respect to any Shares; or (iii) take any
action that would make any representation or warranty of such
Stockholder contained herein untrue or incorrect or have the effect of
preventing or disabling such Stockholder from performing such
Stockholder's obligations under this Agreement.

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(c) The Stockholder hereby waives any rights of appraisal or
rights to dissent from the Merger that such Stockholder may have. Each
Trustee represents that no beneficiary who is a beneficial owner of
Shares under any trust has any right of appraisal or right to dissent
from the Merger which has not been so waived.

(d) Unless, in connection therewith, the Shares held by any
trust which are presently subject to the terms of this Agreement are
transferred to the Stockholder and remain subject in all respects to
the terms of this Agreement, or other Permitted Transferees who upon
receipt of such Shares become signatories to this Agreement, such
Stockholder who is a Trustee shall not take any action to terminate,
close or liquidate any such trust and shall take all steps necessary to
maintain the existence thereof at least until the first to occur of (i)
the Effective Time and (ii) the Termination Date.

Section 6. Further Assurances. From time to time, at the other party's
request and without further consideration, each party hereto shall execute and
deliver such additional documents and take all such further action as may be
necessary or desirable to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement.

Section 7. Certain Events. The Stockholder agrees that this Agreement
and the obligations hereunder shall attach to such Stockholder's Shares and
shall be binding upon any person or entity to which legal or beneficial
ownership of such Shares shall pass, whether by operation of law or otherwise.

Section 8. Stop Transfer. The Stockholder agrees with, and covenants
to, Purchaser that such Stockholder shall not request that the Company register
the transfer (book-entry or otherwise) of any certificate or uncertificated
interest representing any of such Stockholder's Shares, unless such transfer is
made in compliance with this Agreement.

Section 9. [Reserved]

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Section 11. Miscellaneous.

(a) All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and
shall be deemed to have been duly received if so given) by hand
delivery, telegram, telex or telecopy, or by mail (registered or
certified mail, postage prepaid, return receipt requested) or by any
courier service providing proof of delivery. All communications
hereunder shall be delivered to the respective parties at the following
addresses:

If to the Stockholder: Fleming Capital Management
320 Park Avenue
12th Floor
New York, NY 10022
Attn.: Tim Parton
Telecopier: (212) 508-3298

If to Purchaser: Green I Acquisition Corp.
c/o 399 Venture Partners, Inc.
399 Park Avenue
14th Floor, Zone 4
New York, NY 10043
Attn: Joseph M. Silvestri, Vice President
Telecopier: 212-888-2940

and: Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, NY 10178
Attn: Philip H. Werner, Esq.
Telecopier: 212-309-6273

or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth
above.

(b) At any time prior to the Effective Time, any party hereto
may, with respect to any other party hereto, (i) extend the time for
the performance of any of the obligations or other acts, (ii) waive any
inaccuracies in the representations and warranties contained herein or
in any document delivered pursuant hereto or (iii) waive compliance
with any of the agreements or conditions contained herein. Any such
extension or waiver shall be valid if set forth in an instrument in
writing signed by the party or parties to be bound thereby.

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(c) The headings contained in this Agreement are for the
convenience of reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.

(d) If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or
public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated by the
Merger Agreement is not affected in any manner adverse to any party.
Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable
manner.

(e) This Agreement, including all exhibits, disclosure
schedules and schedules hereto, constitutes the entire agreement and
supersedes all prior agreements and undertakings, both written and
oral, among the parties, or any of them, with respect to the subject
matter hereof and except as otherwise expressly provided herein.

(f) Neither this Agreement nor any of the rights or
obligations hereunder may be assigned by any party (whether by
operation of law or otherwise) without the prior written consent of the
other parties hereto. Subject to the preceding sentence, this Agreement
shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns, and no other
Person shall have any right, benefit or obligation under this Agreement
as a third party beneficiary or otherwise.

(g) The parties hereto agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were
not performed in accordance with their specific terms. It is
accordingly agreed that the parties hereto shall be entitled to
specific performance of the terms hereof, this being in addition to any
other remedy to which they are entitled at law or in equity.

(h) No failure or delay on the part of any party hereto in the
exercise of any right hereunder shall impair such right or be construed
to be a waiver of, or acquiescence in, any breach of any
representation, warranty or agreement herein, nor shall any single or
partial exercise of any such right preclude other or further exercise
thereof or of any other right. All rights and remedies existing under
this Agreement are cumulative to, and not exclusive of, any rights or
remedies otherwise available.

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Agreement solely in his or her capacity as the record or beneficial
holder of such Stockholder's Shares or as the trustee of a trust whose
beneficiaries are the beneficial owners of such Stockholder's Shares.

(j) Each party agrees to bear its own expenses in connection
with the transactions contemplated hereby.

(k) This Agreement shall be governed and construed in
accordance with the laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule that
would cause the application of the laws of any jurisdiction other than
the State of New York, except to the extent that the General
Corporation Law of the State of Delaware applies as a result of the
Company being incorporated in the State of Delaware, in which case such
General Corporation Law shall apply.

(l) EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND
FOR ANY COUNTERCLAIM THEREIN.

(m) This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the
same agreement.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

GREEN ACQUISITION CORP.

By: /s/ JOSEPH SILVESTRI
------------------------------
Name: Joseph Silvestri
Title: Vice President

STOCKHOLDER:

FLEMING CAPITAL MANAGEMENT

By: /s/ TIMOTHY R.V. PARTON
------------------------------
Name: Timothy R.V. Parton
Title: Director

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SCHEDULE I

EXISTING SHARES

Shareholder No. of Existing Shares

Fleming Capital Management 681,041

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SCHEDULE II

PLEDGED SHARES

-0-

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EXECUTION COPY

VOTING AGREEMENT

AGREEMENT, dated as of February 11, 1998 by and between Green I
Acquisition Corp., a Delaware corporation ("Purchaser"), and Heartland
Advisors, Inc. (the "Stockholder"), in its capacity as investment advisor to,
and as agent for the benefit and account of, the Small Cap Contrarian Fund, a
series of Heartland Group, Inc., an open-end series management investment
company registered under the Investment Company Act of 1940, as amended.
Capitalized terms used but not defined herein shall have the meanings set forth
in the Agreement and Plan of Merger, dated the date hereof (as such agreement
may be amended from time to time, the "Merger Agreement").

WHEREAS, concurrently herewith, Purchaser and The GNI Group, Inc., a
Delaware corporation (the "Company"), are entering into a Merger Agreement,
pursuant to which Purchaser will be merged with and into the Company (the
"Merger"), whereby each share of common stock, par value $.01 per share, of the
Company ("Company Common Stock") issued and outstanding immediately prior to
the Effective Time will be converted into the right to receive cash, other than
(i) shares of Company Common Stock owned, directly or indirectly, by the
Company or any Subsidiary of the Company or by Purchaser, (ii) Dissenting
Shares and (iii) shares that will be retained pursuant to Section 1.07(c) of
the Merger Agreement.

NOW, THEREFORE, in order to implement the foregoing and in
consideration of the mutual agreements contained herein, the parties hereby
agree as follows:

Section 1. Certain Definitions. The following terms, when used
in this Agreement, shall have the following meanings (such definitions to be
equally applicable to both singular and plural terms of the terms defined):

"Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with
such Person, provided that no securityholder of the Company shall be deemed an
Affiliate of any other securityholder solely by reason of any investment in the
Company. For the purpose of this definition, the term "control" (including
with correlative meanings, the terms "controlling", "controlled by" and "under
common control with"), as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of stock, as a trustee or executor, by contract or credit arrangement
or otherwise.
<PAGE> 97
"Beneficially Own" or "Beneficial Ownership" with respect to any
securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant
to any agreement, arrangement or understanding, whether or not in writing.
Without duplicative counting of the same securities by the same holder,
securities Beneficially Owned by a Person shall include securities Beneficially
Owned by all other Persons with whom such Person would constitute a "group" as
described in Section 13(d)(3) of the Exchange Act.

"Company" has the meaning ascribed thereto in the recitals of this
Agreement.

"Company Common Stock" has the meaning ascribed thereto in the
recitals of this Agreement.

"Existing Shares" has the meaning ascribed thereto in Section 2(a)(i).

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

"Merger" has the meaning ascribed thereto in the recitals of this
Agreement.

"Purchaser" has the meaning ascribed thereto in the introductory
paragraph of this Agreement.

"Permitted Transferee" means in the case of any Stockholder any
Affiliate of such Stockholder.

"Shares" means the Existing Shares, together with any shares of
Company Common Stock acquired of record or beneficially by such Stockholder in
any capacity after the date hereof and prior to the termination hereof, whether
upon exercise of options, conversion of convertible securities, purchase,
exchange or otherwise; provided, however, that in the event of a stock dividend
or distribution, or any change in the Company Common Stock by reason of any
stock dividend, split-up, recapitalization, combination, exchange of shares or
the like, the term "Shares" shall be deemed to refer to and include the Shares
as well as all such stock dividends

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<PAGE> 98
and distributions and any shares into which or for which any or all of the
Shares may be changed or exchanged.

"Stockholder" has the meaning ascribed thereto in the introductory
paragraph to this Agreement.

"Subsidiary" means, with respect to any Person, any entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by such Person.

"Termination Date" has the meaning ascribed thereto in Section 10 of
this Agreement.

"Trustee" has the meaning ascribed thereto in Section 2(a)(i) of this
Agreement.

Section 2. Representations and Warranties of Stockholder. The
Stockholder hereby represents and warrants to Purchaser as follows:

(iii) Such Stockholder has sole power of
disposition with respect to all of the Existing Shares set
forth opposite such Stockholder's name on Schedule I and sole
voting power with respect to the matters set forth in Section
4 hereof and sole power to demand dissenter's or appraisal
rights, in each case with respect to all of the Existing
Shares set forth opposite such Stockholder's name on Schedule
I, with no restrictions on such rights, subject to applicable
federal securities laws and the terms of this Agreement.

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<PAGE> 99
become beneficially owned by such Stockholder with no
restrictions on such rights, subject to applicable federal
securities laws and the terms of this Agreement.

(b) Such Stockholder has the legal capacity, power and
authority to enter into and perform all of such Stockholder's
obligations under this Agreement. The execution, delivery and
performance of this Agreement by such Stockholder will not violate any
other agreement to which such Stockholder is a party or by which such
Stockholder is bound including, without limitation, any trust
agreement, voting agreement, stockholders agreement, voting trust,
partnership or other agreement. This Agreement has been duly and
validly executed and delivered by such Stockholder and constitutes a
valid and binding agreement of such Stockholder, enforceable against
such Stockholder in accordance with its terms, except as limited by
(a) bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to creditor's rights generally, (b) general
principles of equity, whether such enforceability is considered in a
proceeding in equity or at law, and to the discretion of the court
before which any proceeding therefore may be brought, or (c) public
policy considerations or court decisions which may limit the rights of
the parties thereto for indemnification. All necessary consents of
any beneficiary of or holder of interest in any trust of which a
Stockholder is Trustee to the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been
obtained.

(c) Except for filings under the HSR Act, if applicable,
(i) no filing with, and no permit, authorization, consent or approval
of, any state or federal public body or authority is necessary for the
execution of this Agreement by such Stockholder and the consummation
by such Stockholder of the transactions contemplated hereby and (ii)
neither the execution and delivery of this Agreement by such
Stockholder nor the consummation by such Stockholder of the
transactions contemplated hereby nor compliance by such Stockholder
with any of the provisions hereof shall (x) conflict with or result in
any breach of any applicable trust, partnership agreement or other
agreements or organizational documents applicable to such Stockholder,
(y) result in a violation or breach of, or constitute (with or without
notice or lapse of time or both) a default (or give rise to any third
party right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any
note, bond, mortgage, indenture, license, contract, commitment,
arrangement, understanding, agreement or other instrument or
obligation of any kind to which such Stockholder is a party or by
which such Stockholder or any of such Stockholder's properties or
assets may be bound or (z) violate any order, writ, injunction,
decree, judgment, statute, rule or regulation applicable to such
Stockholder or any of such Stockholder's properties or assets.

(d) Except for the shares of Company Common Stock
identified in Schedule II hereto (the "Pledged Shares"), such
Stockholder's Shares and the certificates representing

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<PAGE> 100
such Shares are now and at all times during the term hereof will be
held by such Stockholder, or by a nominee or custodian for the benefit
of such Stockholder, free and clear of all liens, claims, security
interests, proxies, voting trusts or agreements, understandings or
arrangements or any other encumbrances whatsoever, except for any such
encumbrances or proxies arising hereunder.

(e) No broker, investment banker, financial adviser or
other person is entitled to any broker's, finder's, financial
adviser's or other similar fee or commission in connection with the
transactions contemplated hereby based upon arrangements made by or on
behalf of such Stockholder in his or her capacity as such.

(f) Such Stockholder understands and acknowledges that
Purchaser is entering into the Merger Agreement in reliance upon such
Stockholder's execution and delivery of this Agreement with Purchaser.

Section 3. Representations and Warranties of Purchaser.
Purchaser hereby represents and warrants to the Stockholder as follows:

(a) Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of
its formation.

(b) Purchaser has all necessary power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance by
Purchaser of this Agreement and the consummation by Purchaser of the
transactions contemplated hereby have been duly and validly authorized
and approved by all required corporate action other than shareholder
approval which shall be effected prior to the Effective Time. This
Agreement has been duly executed and delivered by Purchaser, and
(assuming due authorization, execution and delivery by the
Stockholder) constitutes a valid and binding obligation of Purchaser,
enforceable against it in accordance with its terms, except as limited
by (a) bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to creditor's rights generally, (b) general
principles of equity, whether such enforceability is considered in a
proceeding in equity or at law, and to the discretion of the court
before which any proceeding therefor may be brought, or (c) public
policy considerations or court decisions which may limit the rights of
the parties thereto for indemnification.

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<PAGE> 101
under, or result in the creation of any lien upon any of the
properties or assets of Purchaser under, (i) any charter or by-laws of
Purchaser, (ii) any loan or credit agreement, note, bond, mortgage,
indenture, lease or other agreement, instrument, permit, concession,
franchise or license applicable to Purchaser or its properties or
assets or (iii) any judgment, order, decree, statute, law, ordinance,
rule, regulation or arbitration award applicable to Purchaser or its
properties or assets. No consent, approval, order or authorization
of, or registration, declaration or filing (except for a filing of a
Schedule 13D pursuant to the Exchange Act) with, or notice to, any
state or federal public body or authority is required by or with
respect to Purchaser in connection with the execution and delivery of
this Agreement by Purchaser or the consummation by Purchaser of any of
the transactions contemplated by this Agreement.

Section 4. Agreement to Vote; Proxy

(a) The Stockholder hereby agrees that, until the
Termination Date (as defined in Section 10), at any meeting of the
stockholders of the Company, however called, or in connection with any
written consent of the Stockholders of the Company, such Stockholder
shall vote (or cause to be voted) the Shares held of record or
beneficially by such Stockholder (i) in favor of the Merger, the
execution and delivery by the Company of the Merger Agreement and the
approval of the terms thereof and each of the other actions
contemplated by the Merger Agreement and this Agreement and any
actions required in furtherance hereof and thereof; (ii) against any
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the
Company under the Merger Agreement or this Agreement; and (iii)
against the following actions (other than the Merger and the
transactions contemplated by the Merger Agreement or any such actions
identified in writing by Purchaser in advance): (A) any extraordinary
corporate transaction, including, without limitation, a merger,
consolidation or other business combination involving the Company or
its Subsidiaries; (B) a sale, lease or transfer of a material amount
of assets of the Company or its Subsidiaries or a reorganization,
recapitalization, dissolution or liquidation of the Company or its
Subsidiaries; (C) any change in the majority of the board of directors
of the Company; (D) any material change in the present capitalization
of the Company or any amendment of the Company's Certificate of
Incorporation or By-Laws; (E) any other material change in the
Company's corporate structure or business; or (F) any other action
which is intended, or could reasonably be expected, to impede,
interfere with, delay, postpone, discourage or materially adversely
affect the Merger or the transactions contemplated by the Merger
Agreement or this Agreement. Such Stockholder shall not enter into
any agreement or understanding with any person or entity to vote or
give instructions in any manner inconsistent with clauses (i) or (ii)
of the preceding sentence. Notwithstanding the foregoing, it is
agreed that the Stockholder will be permitted to vote for an
Acquisition Proposal if the Merger Agreement is terminated by the
Company pursuant to Section 6.01(e) of the Merger Agreement.

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<PAGE> 102
(b) THE STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS,
PURCHASER AND ANY DESIGNEE OF PURCHASER, EACH OF THEM INDIVIDUALLY,
SUCH STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND
ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES
AS SET FORTH IN SECTION 4(a) ABOVE. THE STOCKHOLDER INTENDS THIS
PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH
AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER
INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY
AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH STOCKHOLDER
WITH RESPECT TO SUCH STOCKHOLDER'S SHARES.

Section 5. Certain Covenants of Stockholder. Except in
accordance with the terms of this Agreement, the Stockholder hereby covenants
and agrees as follows:

(a) Prior to the Termination Date, no Stockholder shall,
in its capacity as such, directly or indirectly (including through
advisors, agents or other intermediaries), solicit (including by way
of furnishing information) or respond to any inquiries or the making
of any proposal by any person or entity (other than Purchaser or any
Affiliate thereof) with respect to the Company that constitutes or
could reasonably be expected to lead to an Acquisition Proposal (as
defined in Section 4.06 of the Merger Agreement). If any Stockholder
in its capacity as such receives any such inquiry or proposal, then
such Stockholder shall within 24 hours furnish Purchaser with an
accurate description of the material terms (including any changes or
adjustments to such terms as a result of negotiations or otherwise)
and conditions, if any, of such inquiry or proposal and the identity
of the person making it. The Stockholder, in its capacity as such,
will immediately cease and cause to be terminated any existing
activities, discussions or negotiations with any parties conducted
heretofore with respect to any of the foregoing.

(b) Prior to the Termination Date, no Stockholder shall,
directly or indirectly (i) except pursuant to the terms of the Merger
Agreement or this Agreement, offer for sale, sell, transfer, tender,
pledge, encumber, assign or otherwise dispose of, enforce or permit
the execution of the provisions of any redemption agreement with the
Company or enter into any contract, option or other arrangement or
understanding with respect to or consent to the offer for sale, sale,
transfer, tender, pledge, encumbrance, assignment or other disposition
of, or exercise any discretionary powers to distribute, any or all of
such Stockholder's Shares or any interest therein, including any trust
income or principal, except in each case to a Permitted Transferee who
is or agrees to become bound by this Agreement; (ii) except as
contemplated hereby, grant any proxies or powers of attorney with
respect to any Shares, deposit any Shares into a voting trust or enter
into a voting agreement with respect to any Shares; or (iii) take any
action that would make any representation or warranty of such
Stockholder contained herein untrue or incorrect or

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<PAGE> 103
have the effect of preventing or disabling such Stockholder from
performing such Stockholder's obligations under this Agreement.

(c) The Stockholder hereby waives any rights of appraisal
or rights to dissent from the Merger that such Stockholder may have.
Each Trustee represents that no beneficiary who is a beneficial owner
of Shares under any trust has any right of appraisal or right to
dissent from the Merger which has not been so waived.

(d) Unless, in connection therewith, the Shares held by
any trust which are presently subject to the terms of this Agreement
are transferred to the Stockholder and remain subject in all respects
to the terms of this Agreement, or other Permitted Transferees who
upon receipt of such Shares become signatories to this Agreement, such
Stockholder who is a Trustee shall not take any action to terminate,
close or liquidate any such trust and shall take all steps necessary
to maintain the existence thereof at least until the first to occur of
(i) the Effective Time and (ii) the Termination Date.

Section 6. Further Assurances. From time to time, at the
other party's request and without further consideration, each party hereto
shall execute and deliver such additional documents and take all such further
action as may be necessary or desirable to consummate and make effective, in
the most expeditious manner practicable, the transactions contemplated by this
Agreement.

Section 7. Certain Events. The Stockholder agrees that this
Agreement and the obligations hereunder shall attach to such Stockholder's
Shares and shall be binding upon any person or entity to which legal or
beneficial ownership of such Shares shall pass, whether by operation of law or
otherwise.

Section 8. Stop Transfer. The Stockholder agrees with, and
covenants to, Purchaser that such Stockholder shall not request that the
Company register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of such Stockholder's Shares, unless
such transfer is made in compliance with this Agreement.

Section 9. [Reserved]

Section 10. Termination. The obligations of the Stockholders and
the irrevocable proxy contained in Section 4(b) of this Agreement shall
terminate upon the first to occur of (a) the Effective Time; (b) the date the
Merger Agreement is terminated in accordance with its terms (the "Termination
Date"); (c) a good faith determination by the Stockholder, after consultation
with and receipt of written advice from its outside legal counsel, that absent
the termination, or breach by the Stockholder, of this Agreement the
Stockholder should file a Schedule 13D pursuant to the Exchange Act, whether
such filing requirement would apply to the Stockholder individually or as a
member of a "group" (as that term is defined for purposes of Section 13(d) of
the Exchange Act); provided, however, (i) that for the purposes of termination
of this Agreement

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<PAGE> 104
pursuant to this Section 10(c), the Stockholder has been advised or believes
that it is not required to file a Schedule 13D pursuant to the Exchange Act as
of the date hereof by reason of the execution of this Agreement and (ii) if the
Stockholder reaches the good faith determination described in this Section 10,
the Stockholder shall promptly notify Purchaser in writing of the specific
basis for such determination (which notice shall include a copy of said written
advice from counsel), and this Agreement shall not terminate pursuant to this
Section 10(c) if, within three days of Purchaser's receipt of Stockholder's
notice, Purchaser provides the Stockholder with a written waiver of
Stockholder's compliance with any provision of this Agreement forming the basis
of the Stockholder's determination; (d) the terms of the Merger Agreement in
effect at any time provide for cash consideration to the Stockholder for the
Shares in an amount which is less than $7.00 per Share; (e) the terms of the
Merger Agreement as in effect at any time provide for any post- closing escrow
or other holdback on any of the consideration to be paid to the Stockholder for
the Shares after the Effective Time; and (f) July 31, 1998 (unless such date is
extended by mutual consent of the parties hereto); provided that the provisions
of Sections 2, 3 and 11 and any claim for breach of any representation,
warranty, covenant or other agreement under this Agreement shall survive the
Effective Time and/or the Termination Date, as applicable.

Section 11. Miscellaneous.

If to the Stockholder: Heartland Advisors, Inc.
790 North Milwaukee Street
Milwaukee, WI 53202
Attn.: Eric Miller
Telecopier: (414) 347-0259

If to Purchaser: Green I Acquisition Corp.
c/o 399 Venture Partners, Inc.
399 Park Avenue
14th Floor, Zone 4
New York, NY 10043
Attn: Joseph M. Silvestri,
Vice President
Telecopier: 212-888-2940

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<PAGE> 105
and: Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, NY 10178
Attn: Philip H. Werner, Esq.
Telecopier: 212-309-6273

or to such other address as the person to whom notice is given may
have previously furnished to the others in writing in the manner set
forth above.

(b) At any time prior to the Effective Time, any party
hereto may, with respect to any other party hereto, (i) extend the
time for the performance of any of the obligations or other acts, (ii)
waive any inaccuracies in the representations and warranties contained
herein or in any document delivered pursuant hereto or (iii) waive
compliance with any of the agreements or conditions contained herein.
Any such extension or waiver shall be valid if set forth in an
instrument in writing signed by the party or parties to be bound
thereby.

(c) The headings contained in this Agreement are for the
convenience of reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.

(f) Neither this Agreement nor any of the rights or
obligations hereunder may be assigned by any party (whether by
operation of law or otherwise) without the prior written consent of
the other parties hereto. Subject to the preceding sentence, this
Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns,
and no other Person shall have any right, benefit or obligation under
this Agreement as a third party beneficiary or otherwise.

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<PAGE> 106
(g) The parties hereto agree that irreparable damage
would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms. It is
accordingly agreed that the parties hereto shall be entitled to
specific performance of the terms hereof, this being in addition to
any other remedy to which they are entitled at law or in equity.

(h) No failure or delay on the part of any party hereto
in the exercise of any right hereunder shall impair such right or be
construed to be a waiver of, or acquiescence in, any breach of any
representation, warranty or agreement herein, nor shall any single or
partial exercise of any such right preclude other or further exercise
thereof or of any other right. All rights and remedies existing under
this Agreement are cumulative to, and not exclusive of, any rights or
remedies otherwise available.

(i) Notwithstanding anything herein to the contrary, no
Person executing this Agreement who is, or becomes during the term
hereof, a director of the Company makes any agreement or understanding
herein in his or her capacity as such director, and the agreements set
forth herein shall in no way restrict any director in the exercise of
his or her fiduciary duties as a director of the Company. The
Stockholder has executed this Agreement solely in his or her capacity
as the record or beneficial holder of such Stockholder's Shares or as
the trustee of a trust whose beneficiaries are the beneficial owners
of such Stockholder's Shares.

(j) Each party agrees to bear its own expenses in
connection with the transactions contemplated hereby.

(l) EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THE
MERGER AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

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<PAGE> 107

[Signature Page to Follow]

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<PAGE> 108
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

GREEN I ACQUISITION CORP.

By: /s/ JOSEPH SILVESTRI
-------------------------------------
Name: Joseph Silvestri
Title: Vice President

STOCKHOLDER:

HEARTLAND ADVISORS, INC. (in its
capacity as investment advisor to, and as agent for
the benefit and account of, the Small Cap Contrarian
Fund of Heartland Group, Inc.)

By: /s/ ERIC J. MILLER
-------------------------------------
Name: Eric J. Miller
Title: Senior Vice President

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<PAGE> 109
SCHEDULE I

EXISTING SHARES

<TABLE>
<CAPTION>
Shareholder No. of Existing Shares
- ----------- ----------------------
<S> <C>
Heartland Advisors, Inc. 600,000
</TABLE>

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<PAGE> 110
SCHEDULE II

PLEDGED SHARES

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<PAGE> 111
Exhibit 401 (k)(iv)
CONSOLIDATED GNI CAPITAL BUDGET FY 98

Separately filed with the Commission subject to Confidential Treatment.

<PAGE> 112
EXHIBIT 401(k)(iv)
CONSOLIDATED GNI CAPITAL BUDGET FY98

Separately filed with the Commission subject to Confidential Treatment.
<PAGE> 113
Exhibit 401(k)(iv)
CONSOLIDATED GNI CAPITAL BUDGET FY98

Separately filed with the Commission subject to Confidential Treatment.

<PAGE> 1
EXECUTION COPY

MANAGEMENT VOTING AGREEMENT

AGREEMENT, dated as of February __, 1998 by and between Green I
Acquisition Corp., a Delaware corporation ("Purchaser"), and the other parties
signatory hereto (each, a "Stockholder"). Capitalized terms used but not defined
herein shall have the meanings set forth in the Agreement and Plan of Merger,
dated the date hereof (as such agreement may be amended from time to time, the
"Merger Agreement").

WHEREAS, as a condition to Purchaser's entering into the Merger
Agreement, Purchaser requires that each Stockholder enter into, and each such
Stockholder has agreed to enter into, this Agreement with Purchaser.

NOW, THEREFORE, in order to implement the foregoing and in
consideration of the mutual agreements contained herein, the parties hereby
agree as follows:

"Beneficially Own" or "Beneficial Ownership" with respect to any
securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the

-1-

<PAGE> 2

"Company" has the meaning ascribed thereto in the recitals of this
Agreement.

"Company Common Stock" has the meaning ascribed thereto in the recitals
of this Agreement.

"Existing Shares" has the meaning ascribed thereto in Section 2(a)(i).

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

"Merger" has the meaning ascribed thereto in the recitals of this
Agreement.

"Purchaser" has the meaning ascribed thereto in the introductory
paragraph of this Agreement.

"Permitted Transferee" means in the case of any Stockholder, (a) a
spouse or lineal descendent (including by adoption and stepchildren), heir,
executor, testamentary trustee or legatee of such Stockholder or (b) any trust
or estate the beneficiaries of which, or any corporation, limited liability
company or partnership, the stockholders, members or partners of which include
only the Persons described in clause (a) above.

"Rollover Stockholders" means Carl V. Rush Jr., Titus H. Harris, III
and Titus H. Harris, Jr.

-2-

<PAGE> 3

dividend or distribution, or any change in the Company Common Stock by reason of
any stock dividend, split-up, recapitalization, combination, exchange of shares
or the like, the term "Shares" shall be deemed to refer to and include the
Shares as well as all such stock dividends and distributions and any shares into
which or for which any or all of the Shares may be changed or exchanged.

"Stockholder" has the meaning ascribed thereto in the introductory
paragraph to this Agreement.

"Termination Date" has the meaning ascribed thereto in Section 10 of
this Agreement.

"Trustee" has the meaning ascribed thereto in Section 2(a)(i) of this
Agreement.

Section 2. Representations and Warranties of Stockholders. Each
Stockholder hereby, severally and not jointly, represents and warrants to
Purchaser as follows:

(iv) Such Stockholder will have sole power of
disposition with respect to Shares other than Existing Shares,
if any, which become beneficially owned by

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<PAGE> 4

such Stockholder and will have sole voting power with respect
to the matters set forth in Section 4 hereof and sole power to
demand dissenter's or appraisal rights, in each case with
respect to all Shares other than Existing Shares, if any,
which become beneficially owned by such Stockholder with no
restrictions on such rights, subject to applicable federal
securities laws and the terms of this Agreement.

-4-

<PAGE> 5

be bound or (z) violate any order, writ, injunction, decree, judgment,
statute, rule or regulation applicable to such Stockholder or any of
such Stockholder's properties or assets.

(f) Such Stockholder understands and acknowledges that
Purchaser is entering into the Merger Agreement in reliance upon such
Stockholder's execution and delivery of this Agreement with Purchaser.

Section 3. Representations and Warranties of Purchaser. Purchaser
hereby represents and warrants to each Stockholder as follows:

(a) Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
formation.

(b) Purchaser has all necessary power and authority to execute
and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance by
Purchaser of this Agreement and the consummation by Purchaser of the
transactions contemplated hereby have been duly and validly authorized
and approved by all required corporate action other than shareholder
approval which shall be effected prior to the Effective Time. This
Agreement has been duly executed and delivered by Purchaser, and
(assuming due authorization, execution and delivery by the
Stockholders) constitutes a valid and binding obligation of Purchaser,
enforceable against it in accordance with its terms, except as limited
by (a) bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to creditor's rights generally, (b) general
principles of equity, whether such enforceability is considered in a
proceeding in equity or at law, and to the discretion of the court
before which any proceeding therefor may be brought, or (c) public
policy considerations or court decisions which may limit the rights of
the parties thereto for indemnification.

-5-

<PAGE> 6

(c) Except for the filing of a pre-merger notification and
report form under the HSR Act, if required by applicable law, the
execution and delivery of this Agreement do not, and the consummation
by Purchaser of the transactions contemplated by this Agreement and
compliance by Purchaser with the provisions of this Agreement will not,
conflict with, or result in any breach or violation of, or default
(with or without notice or lapse of time, or both) under, or give rise
to a right of termination, cancellation or acceleration of or "put"
right with respect to any obligation or to loss of a material benefit
under, or result in the creation of any lien upon any of the properties
or assets of Purchaser under, (i) any charter or by-laws of Purchaser,
(ii) any loan or credit agreement, note, bond, mortgage, indenture,
lease or other agreement, instrument, permit, concession, franchise or
license applicable to Purchaser or its properties or assets or (iii)
any judgment, order, decree, statute, law, ordinance, rule, regulation
or arbitration award applicable to Purchaser or its properties or
assets. No consent, approval, order or authorization of, or
registration, declaration or filing with, or notice to, any state or
federal public body or authority is required by or with respect to
Purchaser in connection with the execution and delivery of this
Agreement by Purchaser or the consummation by Purchaser of any of the
transactions contemplated by this Agreement.

Section 4. Agreement to Vote; Proxy

(a) Each Stockholder hereby, severally and not jointly, agrees
that, until the Termination Date (as defined in Section 10), at any
meeting of the stockholders of the Company, however called, or in
connection with any written consent of the Stockholders of the Company,
such Stockholder shall vote (or cause to be voted) the Shares held of
record or beneficially by such Stockholder (i) in favor of the Merger,
the execution and delivery by the Company of the Merger Agreement and
the approval of the terms thereof and each of the other actions
contemplated by the Merger Agreement and this Agreement and any actions
required in furtherance hereof and thereof; (ii) against any action or
agreement that would result in a breach of any covenant, representation
or warranty or any other obligation or agreement of the Company under
the Merger Agreement or this Agreement; and (iii) against the following
actions (other than the Merger and the transactions contemplated by the
Merger Agreement or any such actions identified in writing by Purchaser
in advance): (A) any extraordinary corporate transaction, including,
without limitation, a merger, consolidation or other business
combination involving the Company or its Subsidiaries; (B) a sale,
lease or transfer of a material amount of assets of the Company or its
Subsidiaries or a reorganization, recapitalization, dissolution or
liquidation of the Company or its Subsidiaries; (C) any change in the
majority of the board of directors of the Company; (D) any material
change in the present capitalization of the Company or any amendment of
the Company's Certificate of Incorporation or ByLaws; (E) any other
material change in the Company's corporate structure or business; or
(F) any other action which is intended, or could reasonably be
expected, to impede, interfere with, delay, postpone, discourage or
materially adversely affect the Merger or the transactions contemplated
by the Merger Agreement or this Agreement. Such

-6-

<PAGE> 7

Stockholder shall not enter into any agreement or understanding with
any person or entity to vote or give instructions in any manner
inconsistent with clauses (i) or (ii) of the preceding sentence.
Notwithstanding the foregoing, it is agreed that the Stockholders will
be permitted to vote for an Acquisition Proposal if the Merger
Agreement is terminated by the Company pursuant to Section 6.01(e) of
the Merger Agreement.

(b) EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PURCHASER
AND ANY DESIGNEE OF PURCHASER, EACH OF THEM INDIVIDUALLY, SUCH
STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND
ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES
AS SET FORTH IN SECTION 4(a) ABOVE. EACH STOCKHOLDER INTENDS THIS PROXY
TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN
INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER
INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY
AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH STOCKHOLDER
WITH RESPECT TO SUCH STOCKHOLDER'S SHARES.

Section 5. Certain Covenants of Stockholders. Except in accordance with
the terms of this Agreement, each Stockholder hereby severally covenants and
agrees as follows:

(a) Prior to the Termination Date, no Stockholder shall, in
its capacity as such, directly or indirectly (including through
advisors, agents or other intermediaries), solicit (including by way of
furnishing information) or respond to any inquiries or the making of
any proposal by any person or entity (other than Purchaser or any
Affiliate thereof) with respect to the Company that constitutes or
could reasonably be expected to lead to an Acquisition Proposal (as
defined in Section 4.06 of the Merger Agreement), provided, however,
that the foregoing shall not restrict a Stockholder who is also a
director of the Company from taking any actions in such Stockholder's
capacity as a director, provided that any such actions do not violate
Section 4.06 of the Merger Agreement. If any Stockholder in its
capacity as such receives any such inquiry or proposal, then such
Stockholder shall within 24 hours furnish Purchaser with an accurate
description of the material terms (including any changes or adjustments
to such terms as a result of negotiations or otherwise) and conditions,
if any, of such inquiry or proposal and the identity of the person
making it. Each Stockholder, in its capacity as such, will immediately
cease and cause to be terminated any existing activities, discussions
or negotiations with any parties conducted heretofore with respect to
any of the foregoing.

-7-

<PAGE> 8

enter into any contract, option or other arrangement or understanding
with respect to or consent to the offer for sale, sale, transfer,
tender, pledge, encumbrance, assignment or other disposition of, or
exercise any discretionary powers to distribute, any or all of such
Stockholder's Shares or any interest therein, including any trust
income or principal, except in each case to a Permitted Transferee who
is or agrees to become bound by this Agreement; (ii) except as
contemplated hereby, grant any proxies or powers of attorney with
respect to any Shares, deposit any Shares into a voting trust or enter
into a voting agreement with respect to any Shares; or (iii) take any
action that would make any representation or warranty of such
Stockholder contained herein untrue or incorrect or have the effect of
preventing or disabling such Stockholder from performing such
Stockholder's obligations under this Agreement.

(c) Each Stockholder hereby waives any rights of appraisal or
rights to dissent from the Merger that such Stockholder may have. Each
Trustee represents that no beneficiary who is a beneficial owner of
Shares under any trust has any right of appraisal or right to dissent
from the Merger which has not been so waived.

(d) Subject to the terms and provisions of the Merger
Agreement, in connection with the Merger, the Rollover Stockholders
hereby agree to retain an aggregate of _______ shares of Surviving
Corporation Common Stock held by and registered in the names of the
Stockholders, and in the amounts opposite such names, set forth on
Schedule III hereto, upon conversion of, and with respect to, _______
of such Rollover Stockholders' Shares (the "Rollover Shares") unless
otherwise agreed with Purchaser.

(e) Unless, in connection therewith, the Shares held by any
trust which are presently subject to the terms of this Agreement are
transferred to one or more Stockholders and remain subject in all
respects to the terms of this Agreement, or other Permitted Transferees
who upon receipt of such Shares become signatories to this Agreement,
the Stockholders who are Trustees shall not take any action to
terminate, close or liquidate any such trust and shall take all steps
necessary to maintain the existence thereof at least until the first to
occur of (i) the Effective Time and (ii) the Termination Date.

(f) The Rollover Stockholders shall take all actions necessary
to cause any Rollover Shares that constitute Pledged Shares, prior to
the Effective Time, to be free and clear of all liens, claims, security
interests, proxies, voting trusts or agreements, understandings or
arrangements or any other encumbrances whatsoever, except for any such
encumbrances or proxies arising hereunder.

(g) Each Stockholder who will become a stockholder in the
Surviving Corporation as a result of the Merger or the transactions
contemplated thereby hereby

-8-

<PAGE> 9

agrees to enter into a stockholders agreement, in form and substance
satisfactory to Purchaser, prior to the Effective Time.

Section 7. Certain Events. Each Stockholder agrees that this Agreement
and the obligations hereunder shall attach to such Stockholder's Shares and
shall be binding upon any person or entity to which legal or beneficial
ownership of such Shares shall pass, whether by operation of law or otherwise,
including without limitation such Stockholder's heirs, guardians, administrators
or successors or as a result of any divorce.

Section 8. Stop Transfer. Each Stockholder agrees with, and covenants
to, Purchaser that such Stockholder shall not request that the Company register
the transfer (book-entry or otherwise) of any certificate or uncertificated
interest representing any of such Stockholder's Shares, unless such transfer is
made in compliance with this Agreement.

Section 9. Rule 145 Affiliates. Each Stockholder who is an "affiliate"
of the Company for purposes of Rule 145 under the Securities Act of 1933, as
amended, hereby agrees to deliver to Purchaser, on or prior to the Effective
Time, a written agreement in form and substance acceptable to Purchaser,
restricting the disposition of Rollover Shares.

Section 11. Miscellaneous.

-9-

<PAGE> 10

If to the Stockholders: The GNI Group, Inc.
2525 Battleground Road
Deer Park, TX 77536
Attn.: President
Telecopier: (281) 930-0350

If to Purchaser: Green Acquisition Corp.
c/o 399 Venture Partners, Inc.
399 Park Avenue
14th Floor, Zone 4
New York, NY 10043
Attn: Joseph M. Silvestri, Vice President
Telecopier: 212-888-2940

and: Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, NY 10178
Attn: Philip H. Werner, Esq.
Telecopier: 212-309-6273

or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth
above.

(c) The headings contained in this Agreement are for the
convenience of reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.

-10-

<PAGE> 11

parties hereto shall negotiate in good faith to modify this Agreement
so as to effect the original intent of the parties as closely as
possible in an acceptable manner.

(i) Notwithstanding anything herein to the contrary, no Person
executing this Agreement who is, or becomes during the term hereof, a
director of the Company makes any agreement or understanding herein in
his or her capacity as such director, and the agreements set forth
herein shall in no way restrict any director in the exercise of his or
her fiduciary duties as a director of the Company. Each Stockholder has
executed this Agreement solely in his or her capacity as the record or
beneficial holder of such Stockholder's Shares or as the trustee of a
trust whose beneficiaries are the beneficial owners of such
Stockholder's Shares.

(j) Each party agrees to bear its own expenses in connection
with the transactions contemplated hereby.

-11-

<PAGE> 12

than the State of New York, except to the extent that the General
Corporation Law of the State of Delaware applies as a result of the
Company being incorporated in the State of Delaware, in which case such
General Corporation Law shall apply.

[Signature Page to Follow]

-12-

<PAGE> 13

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

GREEN I ACQUISITION CORP.

By: /s/ Joseph Silvestri
--------------------------
Name: Joseph Silvestri
Title: Vice President

STOCKHOLDERS:

/s/ Carl v. Rush, Jr. /s/ Melissa M. Rush
- ---------------------------- -------------------------------
CARL V. RUSH, JR. Spouse
Printed Name: Melissa M. Rush
------------------

/s/ Titus H. Harris, III
- ---------------------------- -------------------------------
TITUS H. HARRIS, III Spouse
Printed Name:
------------------

/s/ Titus H. Harris, Jr. /s/ Sue M. Harris
- ---------------------------- -------------------------------
TITUS H. HARRIS, JR. Spouse
Printed Name: Sue M. Harris
------------------

/s/ N.E. Dudney, M.D. /s/ Ruby Fay Dudney
- ---------------------------- -------------------------------
N.E. DUDNEY, M.D. Spouse
Printed Name: Ruby Fay Dudney
------------------

/s/ G. Stacy Smith
- ---------------------------- -------------------------------
G. STACY SMITH Spouse
Printed Name:
------------------

/s/ Dawn S. Born /s/ Christopher Born
- ---------------------------- -------------------------------
DAWN S. BORN Spouse
Printed Name: Christopher Born
------------------

/s/ Richard M. Cochrane /s/ JoAnn D. Cochrane
- ---------------------------- -------------------------------
RICHARD M. COCHRANE Spouse
Printed Name: JoAnn D. Cochrane
------------------

<PAGE> 14

SCHEDULE I

EXISTING SHARES

<TABLE>
<CAPTION>
Shareholder No. of Existing Shares No. of Option Shares
- ----------- ---------------------- --------------------
<S> <C> <C>
Carl V. Rush, Jr. 5,000 273,000

Titus H. Harris, III 57,370 159,370

Titus H. Harris, Jr. 269,555 (1) 0

N.E. Dudney, M.D. 44,959 0

G. Stacy Smith 45,000 (2) 0

Dawn S. Born 1,500 75,000

Richard M. Cochrane 1,000 (3) 72,200
</TABLE>

(1) includes 106,500 shares of Common Stock owned by a family member as to
which Mr. Harris disclaims any beneficial interest.

(2) These shares are beneficially owned by Walker Smith Capital, L.P. Mr. Smith
is a 50% owner of WS Capital, L.L.C., which is sole general partner of Walker
Smith Capital, L.P. Mr. Smith disclaims beneficial ownership of the shares of
Common Stock owned by Walker Smith Capital, L.P. except to the extent of his
pecuniary interest in W.S. Capital, L.L.C., which is equal to approximately
3,942 shares of Common Stock.

(3) in Individual Retirement Account
<PAGE> 15

SCHEDULE II

PLEDGED SHARES
--------------
SHAREHOLDER NO. OF PLEDGED SHARES
- ----------- ---------------------

Carl V. Rush, Jr. -0-

Titus H. Harris, III -0-

Titus H. Harris, Jr. 161,055(1)

N.E. Dudney, M.D. 44,959

G. Stacy Smith -0-

Dawn S. Born -0-

Richard M. Cochrane -0-

(1) Frost Bank

<PAGE> 16

ROLLOVER SHARES

Stockholder No. of Rollover Shares
- ----------- ----------------------

Carl V. Rush, Jr.

Titus H. Harris, III

Titus H. Harris, Jr.

N.E. Dudney, M.D.

G. Stacy Smith

Dawn S. Born -0-

Richard M. Cochrane -0-

<PAGE> 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13D referred
to below), on behalf of each of them a statement on Schedule 13D (including any
and all amendments thereto) with respect to the Common Stock, par value $.01
per share, of The GNI Group, Inc. and that this Joint Filing Agreement be
included as an Exhibit to such Schedule 13D filing. This Agreement may be
executed in any number of counterparts all of which taken together shall
constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing
Agreement this 23rd day of February, 1998.

/s/ Dawn S. Born
--------------------------------------
Dawn S. Born

/s/ Newton S. Dudney, M.D.
--------------------------------------
Newton S. Dudney, M.D.

/s/ Titus H. Harris, Jr.
--------------------------------------
Titus H. Harris, Jr.

/s/ Carl V Rush, Jr.
--------------------------------------
Carl V Rush, Jr.

/s/ Titus H. Harris, III
--------------------------------------
Titus H. Harris, III

/s/ G. Stacy Smith
--------------------------------------
G. Stacy Smith

/s/ Richard M. Cochrane
--------------------------------------
Richard M. Cochrane

/s/ Sue M. Harris
--------------------------------------
Sue M. Harris