STOCK PURCHASE AGREEMENT

 

                                                                   EXHIBIT 10.14
                                                 

                           STOCK PURCHASE AGREEMENT
                           ------------------------

     This Stock Purchase Agreement is dated as of May 1, 1994, by and between
Willbros Suramerica, S.A., a Panamanian corporation (the "Buyer") and
Inversiones 252-28, C.A., a Venezuelan corporation (the "Stockholder"). The
Buyer and Stockholder are hereinafter sometimes referred to individually as a
"Party" or collectively as the "Parties".

                             W i t n e s s e t h :
                             - - - - - - - - - - 
                                        
     Whereas, Construcciones Acuaticas Mundiales, S.A. (the "Company") holds
various Subsidiaries which collectively have been engaged in the provision of
marine support services to the petroleum industry in and around the Republic of
Venezuela as the "Heerema Venezuela Group"; and

     Whereas, for various reasons unrelated to the historical performance or
future business prospects of the Heerema Venezuela Group, the Stockholder
desires to sell all of the issued and outstanding Shares of the Company; and

     Whereas, based upon the goodwill and future business prospects of the
Heerema Venezuela Group as a going concern, the Buyer desires to buy all of the
Shares;

     Now, Therefore, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Parties hereby agree as follows:

                                   ARTICLE 1

                                  DEFINITIONS
                                  -----------

     1.1  Defined Terms  The following defined terms have the following meanings
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when used in this Agreement:

     (a)  "Agreement" means this Stock Purchase Agreement by and between the
Buyer and the Stockholder, including all Schedules and Exhibits.

     (b)  "Bolivars" means the currency and legal tender of Venezuela.

     (c)  "Claim" means any pending or threatened claim, liability, obligation,
action, suit, litigation, dispute, controversy, investigation, audit, inquiry,
review or proceeding 

affecting any company in the Heerema Venezuela Group and arising out of
operations prior to the Closing.

     (d)  "Closing" and "Closing Date" have the meanings set forth in Section
2.2.

     (e)  "Company Agreements" means all contracts, agreements, leases,
licenses, promises, obligations, bank accounts, financial instruments and other
commitments, arrangements and understandings of a material nature, whether
written or oral, between any member of the Heerema Venezuela Group and any other
person or persons.

     (f)  "Company Balance Sheet" means the balance sheet as of December 31,
1993, and related financial information of the Company and the Subsidiaries on a
consolidated basis as described in Section 3.5(iii) and attached as Schedule
3.6.

     (g)  "Company Financial Statements" has the meaning set forth in Section
3.5.

     (h)  "Dollars" means the currency and legal tender of the United States of
America.

     (i)  "Hazardous Substance" means any substance that is listed, defined,
designated, classified or otherwise known to be hazardous, toxic, radioactive,
dangerous or polluting, or is otherwise regulated as such under any Legal
Requirement whether by type or by quantity, including any toxic substance or
waste, pollutant, contaminant, hazardous substance or waste, industrial
substance or waste, petroleum or petroleum-derived substance or waste, gas,
radon, radioactive materials, asbestos, asbestos-containing materials, urea
formaldehyde foam insulation, lead or polychlorinated biphenyls.

     (j)  "Heerema Guarantee" means the guarantee of the Stockholder's
obligations provided in favor of the Buyer attached as Exhibit A.

     (k)  "Heerema Venezuela Group" means the Company and each of the
Subsidiaries.

     (l)  "Intellectual Property" means any patent, tradeservice, tradename,
logo, service mark, service name, copyright and all applications in respect
thereof described on Schedule 3.13.

     (m)  "Judgment" means any judgment, writ, injunction, ruling or order of
any governmental, administrative or judicial authority affecting any company in
the Heerema Venezuela Group and arising out of operations prior to the Closing.

     (n)  "Legal Expenses" means any and all fees, costs and expenses of any
kind reasonably incurred by a person or its counsel in investigating, preparing
for, defending against or taking other action with respect to any Claim or
Judgment.

     (o)  "Legal Requirements" means all applicable laws, ordinances, codes,
rules, Permits, regulations, standards, orders, Judgments and other requirements
in Venezuela of any governmental, administrative or judicial entity having
jurisdiction.

     (p)  "Material Adverse Effect" means any change in, or effect on, the
Company or any Subsidiary which is, or with reasonable probability might be,
materially adverse to the business, operations, Property, condition or prospects
of the Heerema Venezuela Group, taken as a whole.

     (q)  "Permits" means all franchises, licenses, permits, registrations,
certificates, consents, approvals or authorizations required to operate
lawfully.

     (r)  "Property" means all real property, personal property and all other
tangible and intangible assets of the Company and its Subsidiaries, whether
owned or leased, including all improvements and/or modifications.

     (s)  "Purchase Price" has the meaning set forth in Section 2.1(b).

     (t)  "Security Interest" means any security interest, pledge, lien, charge,
claim, option, equity, right, restriction on transfer or encumbrance of any kind
or character.

     (u)  "Shares" has the meaning set forth in Section 3.3 and Schedule 3.3.

     (v)  "Subsidiary" or "Subsidiaries" means any or all of the four companies
described in Schedule 3.2.

     (w)  "Taxes" means any tax, charge, fee, duty, levy or other assessment
imposed by any governmental authority, including any income, withholding,
capital gain, alternative minimum, gross receipts, environmental, excess
profits, value added, excise, ad valorem, property, asset revaluation, sales,
stamp, documentary, production, import or export of equipment or materials,
windfall profits, occupation, use, service, transportation, power generation,
transfer, payroll, franchise, royalty, severance or bonus tax, or any similar
tax, charge or assessment, including any interest, penalties or additions to the
tax.

     (x)  "Venezuela" means the Republic of Venezuela.

                                   ARTICLE 2
                                   ---------

                          PURCHASE AND SALE OF SHARES

     2.1  Purchase and Sale.  Upon the terms and conditions set forth in this
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Agreement, the Stockholder shall sell to the Buyer, and the Buyer shall purchase
from the Stockholder, all of the Shares. At the Closing: 

          (a)  The Stockholder shall (i) sell, assign, transfer and deliver to
     the Buyer the certificates evidencing the Shares by endorsement and
     delivery of the Shares, in conjunction with a corresponding entry in the
     stock registry book of the Company duly signed by the Stockholder, the
     Buyer and the authorized officer(s) of the Company if required, and (ii)
     deliver to the Buyer the Heerema Guarantee executed in the form set forth
     on Exhibit A; and

          (b)  The Buyer shall purchase and receive the Shares and the Heerema
     Guarantee from the Stockholder and, in payment therefor, shall deliver to
     the Stockholder by wire transfer to a bank in Venezuela Seven Million Three
     Hundred Thousand Dollars ($7,300,000), less the amount, if any, by which
     the consolidated net book value of the Company in Bolivars, stated at cost
     in accordance with generally accepted accounting principles in the United
     States, is less than Three Hundred Seventy-Seven Million Three Hundred
     Thousand Bolivars (B377,300,000), converting the Bolivar difference using
     an exchange rate of 103 Bolivars to 1 Dollar (the "Purchase Price").

     2.2  Closing.  Subject to the conditions set forth in this Agreement, the
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closing of the purchase and sale of the Shares (the "Closing") shall take place
in the offices of Baker & McKenzie, Caracas, Venezuela on or before May 27,
1994, or such other date and location agreed to by the Buyer and the Stockholder
(the "Closing Date").

                                   ARTICLE 3
                                   ---------

                        REPRESENTATIONS AND WARRANTIES
                              OF THE STOCKHOLDER

     The Stockholder, as the sole and true owner of one hundred percent (100%)
of the shares of capital stock of the Company acknowledges that it has, and
shall for all purposes of this Agreement shall be deemed to have, complete and
exact knowledge of all facts and circumstances relating to the Company and each
Subsidiary and, with this depth of knowledge, hereby represents and warrants
that the statements of fact and representations and warranties that follow in
this Agreement are true and correct and shall remain true and correct through
the Closing:

     3.1  Organization and Good Standing.  The Company is a corporation duly
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organized, validly existing and in good standing under the laws of Venezuela, 
and has the corporate power and authority to own, lease and operate the Property
used in its business and to carry on its business as now being conducted. The
Company is duly qualified to do business and is in good standing in the
jurisdictions where it currently operates. The Company will deliver to the Buyer
prior to Closing complete and correct copies of its articles of incorporation
and by-laws, as amended and presently in effect.

     3.2  Subsidiaries.  Set forth on Schedule 3.2 is a true and complete list
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of all Subsidiaries of the Company, stating, with respect to each Subsidiary,
its place of incorporation, capitalization, equity ownership and authorized
business jurisdictions. Each of the Subsidiaries is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has the corporate power and authority to
own, lease and operate the Property used in its business and to carry on its
business as now being conducted. The Subsidiaries are duly qualified to do
business and are in good standing in the jurisdictions where they currently
operate. All of the outstanding shares of capital stock of each of the
Subsidiaries have been validly authorized and issued, are fully paid and
nonassessable, have not been issued in violation of any preemptive right or any
Legal Requirement, and are owned by the Company or a Subsidiary, and are free
and clear of any Security Interest. The Company will deliver to the Buyer prior
to Closing complete and correct copies of the articles of incorporation and the
by-laws of each Subsidiary, as amended and presently in effect.

     3.3  Capitalization.  Set forth on Schedule 3.3 is a description of the
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Shares. The Shares constitute all the issued and outstanding shares of capital
stock of the Company and all have been validly authorized and issued, are fully
paid and nonassessable and have not been issued in violation of any preemptive
right or any Legal Requirement. There is no Security Interest, preemptive right
or other agreement, commitment or understanding of any kind or character, fixed
or contingent, that directly or indirectly encumbers the Shares. There are no
outstanding options, warrants, convertible securities or other instruments which
could entitle the holder to acquire shares of capital stock in the Company or
any Subsidiary.

     3.4  Authority, Approvals and Consents.  The Stockholder has the corporate
          ---------------------------------                                    
power and authority to execute, deliver and perform this Agreement and to
consummate the transactions contemplated hereby. The execution, delivery and
performance of this Agreement have been duly authorized and approved by the
Board of Directors of the Stockholder and no other corporate proceedings on the
part of the Stockholder are necessary to authorize and approve this Agreement
and the transactions contemplated hereby. This Agreement has been duly executed
and delivered by the Stockholder, and constitutes a valid and binding obligation
of the Stockholder, enforceable against the 

Stockholder and Heerema Holding Construction, Inc. in accordance with its terms.
The execution, delivery and performance of this Agreement by the Stockholder,
and the consummation of the transactions contemplated hereby, do not and will
not:

           (i)   contravene any provisions of the articles of incorporation or 
     by-laws of the Stockholder, the Company or any Subsidiary;

          (ii)   conflict with, result in a breach of any provision of,
     constitute a default under, result in the modification or cancellation of,
     or give rise to any right of termination or acceleration in respect of any
     Company Agreement;

         (iii)   violate or conflict with any Legal Requirement applicable to
     the Stockholder, the Company or any Subsidiary, or any of their respective
     businesses or Property; or

          (iv)   require any authorization, consent, order, permit, approval of,
     or notice to, or filing, registration or qualification with, any
     governmental, administrative or judicial authority.

Except as described on Schedule 3.9, no authorization, consent, order, permit,
approval of, or notice to, or filing, registration or qualification with, any
governmental administrative or judicial authority is necessary to enable the
Company or any Subsidiary to continue to conduct its business and operations and
use its Property after the Closing in a manner which is in all material respects
consistent with that in which they are presently conducted.

     3.5  Financial Statements.  (a)  The Company previously has delivered to
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the Buyer true and complete copies of:

          (i)  the audited balance sheet of the Company and each of the
     Subsidiaries, as of December 31 in each of the calendar years 1988 through
     1992, and the related statements of income, stockholders' equity and
     changes in financial position for the fiscal years ended on such dates,
     together with the notes thereto, in each case certified and accompanied by
     a report of Briner & Asociados, independent certified public accountants;

          (ii)  comparative audited balance sheets prepared by Briner &
     Asociados for the Company and each of the Subsidiaries, separately and on a
     consolidated basis, as of December 31, 1992 and 1993, and the related
     audited statements of income, stockholders' equity and changes in financial
     position for the calendar years 1992 and 1993, together with the notes
     thereto, all in English and stated in Bolivars; and

          (iii)  comparative audited balance sheets prepared by Briner &
     Asociados for the Company and the Subsidiaries on a consolidated basis as
     of December 31, 1992 and 1993, stated at cost in Bolivars, including also
     related audited statements of income, stockholders' equity and changes in
     financial position, together with notes thereto, all in English and in
     accordance with generally accepted accounting principles as applied in the
     United States of America.

All the foregoing financial statements, including the notes thereto, are
referred to herein collectively as the "Company Financial Statements."

     (b)  The books and accounts of the Company and the Subsidiaries are
complete and correct and fully and fairly reflect all of the transactions of the
Company and the Subsidiaries.

     3.6  Absence of Undisclosed Liabilities.  Set forth on Schedule 3.6 is the
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Company Balance Sheet. Neither the Company nor any Subsidiary has any liability
of any kind or character, due or to become due, accrued, absolute, contingent or
otherwise, including any condition that may give rise to any Claim or unfunded
obligation, except for (i) liabilities expressly reflected or reserved against
in the Company Balance Sheet, (ii) current liabilities incurred in the ordinary
course of business and consistent with past practice after the date of the
Company Balance Sheet, and (iii) liabilities described in this Agreement but not
required to be accrued on the Company Balance Sheet.

     3.7  Absence of Material Adverse Effect.  Except as described on Schedule
          ----------------------------------                                  
3.7, since December 31, 1993, there has been no Material Adverse Effect and 
there is no condition, development or contingency of any kind, including any
Claim, which so far as reasonably can be foreseen, may result in any Material
Adverse Effect.

     3.8  Taxes.  Except as described on Schedule 3.8 and reserves therefor
          -----                                                            
reflected expressly on the Company Balance Sheet, neither the Company nor any
Subsidiary is liable, or will become liable, for any Taxes for any period ended
on or prior to December 31, 1993. Audits of all income tax returns in which the
Company or any Subsidiary is included have been completed for all fiscal years
through the fiscal year ended December 31, 1992, and all adjustments proposed
for such years have been fully satisfied. No adjustment has been proposed by the
tax authorities in Venezuela with respect to any return for any subsequent year.
The statute of limitations on assessment with respect to the income tax returns
in which the Company or any Subsidiary is included has expired for all fiscal
years through the fiscal year ended December 31,1989. Neither the Company, any
Subsidiary, nor any corporation authorized to act as agent for the Company or
any Subsidiary has given or been requested to give any waiver of any statutes of
limitations relating to the payment of Taxes. Neither the Company nor the
Stockholder 

knows of any basis for an assertion of a deficiency for Taxes against the
Company or any Subsidiary. The Stockholder will cooperate, and will cause each
of their affiliates to cooperate, with the Company and the Subsidiaries in the
filing of any returns and in any audit or refund claim proceedings involving
Taxes for which the Company or any Subsidiary may be liable or with respect to
which the Company or any Subsidiary may be entitled to a refund corresponding to
periods ending on or prior to December 31, 1993.

     3.9  Legal Matters.  (a)  Except as set forth on Schedule 3.9, (i) there is
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no Claim against or affecting the Company, any Subsidiary or any Property, (ii)
there is no fact, condition or circumstance which may give rise to any Claim
being asserted against the Company, any Subsidiary or any Property and (iii)
neither the Company nor any Subsidiary nor any Property is subject to any
Judgment.

          (b)  Except as set forth on Schedule 3.9, the businesses of the
Company and the Subsidiaries are being conducted in compliance with all Legal
Requirements and no event has occurred or is continuing which could result in
the termination of any Permit.

          (c)  Neither the Stockholder, the Company nor any Subsidiary has taken
any action that would violate the provisions of the Foreign Corrupt Practices
Act of 1977, as amended, of the United States of America.

     3.10 Property.  (a)  Set forth on Schedule 3.10 is a list of Property
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owned by or leased to the Company or any of the Subsidiaries. The Property is
adequate for the conduct of the respective businesses of the Company and the
Subsidiaries. The Company and one or more of the Subsidiaries have good and
marketable title to all Property and such Property is held free and clear of all
Security Interests, except those set forth on Schedule 3.10.

          (b)  All Property used in operations is insurable and is otherwise in
good repair. Except as set forth on Schedule 3.10, the Property conforms with
all Legal Requirements. All written notices of violations of Legal Requirements
affecting any Property have been complied with. All Property has access to such
public roads and waterways, including those presently in use, and such utilities
and other services as are necessary for the present and contemplated uses
thereof.

          (c)  Except as described on Schedule 3.9, neither the Company nor any
Subsidiary (i) is under any obligation under any Legal Requirement to perform
reclamation on or off the Property arising out of past or present operating
activities, or (ii) is otherwise out of compliance with Legal Requirements
pertaining to the environment, presuming that the Property will continue to be
used for industrial purposes. The Property is not now the site for any surface
or underground storage or dumping of Hazardous Substances. Hazardous Substances
have not been used for landfill purposes.

     3.11  Inventories.  The value of inventories carried on the Company Balance
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Sheet are stated at the lower of cost or market in accordance with the normal
inventory valuation policies of the Company, and such values are in conformity
with generally accepted accounting principles consistently applied. All
inventories reflected on the Company Balance Sheet or arising since the date
thereof are currently marketable, except for spare parts inventory which
inventory is good and usable.

     3.12  Accounts Receivable.  All accounts receivable reflected on the
           -------------------                                           
Company Balance Sheet are good and  collectable, except for those fully
reserved, and all accounts receivable arising since the date thereof should be
collectable without resort to litigation or extraordinary collection activity.

     3.13  The Heerema Name and Other Intellectual Property.  Set forth on
           ------------------------------------------------               
Schedule 3.13 is a complete list of Intellectual Property held by Heerema
Holding Construction Inc. in Venezuela, including the Heerema tradeservice,
tradename and logo. Applications for such Intellectual Property have been duly
filed with the relevant authorities. The Stockholder acknowledges that the
"Heerema" tradeservice, tradename and logo have long been utilized by the
Heerema Venezuela Group and that continued use of the tradeservice and logo by
the Buyer is necessary if the Buyer is to enjoy prospectively the "goodwill" of
the Company and the Subsidiaries. Accordingly, the Stockholder shall cause its
authorized affiliate to issue a nonexclusive license authorizing the free and
unrestricted use of the "Heerema" tradeservice, tradename and logo by the Buyer
and the Heerema Venezuela Group in and around Venezuela and the Caribbean Sea
generally, such license to be executed substantially in the form set forth in
Exhibit B.

     3.14  Insurance.  Set forth on Schedule 3.14 is a list of all insurance
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policies held by the Company and the Subsidiaries insuring Property and insuring
against third party liability, with limits sufficient to cover Claims and
potential Claims resulting from acts or events prior to the Closing. All
Property of an insurable character is insured against loss or damage by fire and
other risks to the extent and in the manner customary for companies engaged in
similar businesses or owning similar assets. The Company will furnish to the
Buyer true and complete copies of all such policies. All such policies have been
placed with reputable underwriters and are in full force and effect, and neither
the Company nor any Subsidiary has received any notice of cancellation with
respect thereto. In order to avoid any lapse in insurance coverage, all such
policies shall remain in full force and effect after the Closing for the account
of the Buyer.

     3.15  Company Agreements.  Set forth on Schedule 3.15 is a complete and
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accurate list of (a) each Company Agreement which is material to the business of
the Company and the Subsidiaries and (b) without regard to materiality, each of
the following Company Agreements:

          (i)  any guaranty, direct or indirect, of any obligation;

          (ii)  any grant of any preferential right to purchase or lease any of
     its assets;

          (iii)  any agreement with any labor union;

          (iv)  any account with any bank or other type of financial
     institution;

          (v)  any containing noncompetition or other limitations restricting
     the conduct of the business;

          (vi)  any containing any obligation to rehabilitate or restore any
     Property, including the obligation to pay money in lieu thereof;

          (vii)  any partnership, joint venture or similar agreement;

          (viii)  any license or agreement relative to the use of proprietary
     technology; and

          (ix)  any contract with a value in excess of Bolivars 100,000,000
     which was in force but not yet complete as of December 31, 1993.

True and complete copies of all written Company Agreements referred to on
Schedule 3.15 will be delivered to the Buyer at least ten (10) days prior to the
Closing. Neither the Company nor any Subsidiary nor, to the best knowledge of
the Company and the Stockholder, any other party thereto is in breach of or
default under any Company Agreement, and no event has occurred which, with
notice or lapse of time or both, would become a breach or default under, or
would permit modification, cancellation, acceleration or termination of, any
Company Agreement. There are no unresolved disputes involving the Company or any
of the Subsidiaries under any Company Agreement.

     3.16  Labor Relations.  Except as set forth in Schedule 3.16, no union or
           ---------------                                                    
other collective bargaining unit has been certified or recognized at any time by
the Company or any Subsidiary as representing any of their respective employees.
The Company and each of the Subsidiaries has paid or made provision for the
payment of all salaries, accrued wages and termination benefits, as required by
Venezuelan law, and has complied in all respects with all Legal Requirements
concerning the employment of labor, including those relating to wages, hours,
collective bargaining and the payment and withholding of taxes, and has withheld
and paid to the appropriate governmental authority, or is holding for payment
not yet due to such authority, all amounts required to be withheld from the
wages or salaries of its employees. There are no controversies of a material
nature pending or 

threatened between the Company or any of the Subsidiaries and any labor union or
other collective bargaining unit representing any employees.

     3.17  Employee Matters.  Set forth on Schedule 3.17 is a true and complete
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list of:

           (a)  the name, salary, service date and vested termination benefit
     accumulated by each employee of the Company or any Subsidiary, identifying
     in each case whether the termination benefit is based upon a single or
     double indemnity calculation; and

           (b)  each employee pension plan and/or welfare plan maintained
     voluntarily by the Company or any Subsidiary or to which contributions are
     made to comply with Legal Requirements.

The Company Balance Sheet reflects in the aggregate an accrual for all
accumulated employee termination benefits, and all amounts of employer
contributions accrued but unpaid by the Company and the Subsidiaries under
termination policies, pension plans and welfare plans of the Company and the
Subsidiaries as of December 31, 1993. The Company and the Subsidiaries have no
special employment agreements, agency agreements, or powers of attorney which
are not capable of being terminated immediately without penalty or further
obligation except as set forth on Schedule 3.17.

     3.18  Current Backlog.  There is a reasonable expectation of making a     
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profit on all contracts in the backlog of the Company and the Subsidiaries as of
December 31, 1993.

     3.19  Incorporation of the Stockholder.  The Stockholder is a corporation
           --------------------------------                                   
duly organized, validly existing and in good standing under the laws of the
Republic of Venezuela.

     3.20  Ownership of Shares; Title.  The Stockholder is the owner of the
           --------------------------                                      
Shares and the information set forth on Schedule 3.3 is accurate and complete.
The Stockholder has, and shall transfer to the Buyer at the Closing, good and
marketable title to the Shares, free and clear or any Security Interest.

     3.21  Disclosure.  The Stockholder has not made any misrepresentation to
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the Buyer relating to this Agreement or the Shares and the Stockholder has not
omitted to state to the Buyer any material fact relating to this Agreement or
the Shares which, if disclosed, would reasonably affect the decision of a person
considering the acquisition of the Shares. Likewise, the Stockholder has
instructed the officers, directors, employees and advisors of the Company to
disclose to the Buyer all events which, to their knowledge, could result in a
Claim against the Company or any Subsidiary, or against their stockholders,
officers, directors or employees. The Parties agree that the specific 

disclosure of an item in this Agreement or on one Schedule shall be deemed to be
a disclosure for the purpose of all Schedules even if not cross referenced.

                                   ARTICLE 4
                                   ---------

                    REPRESENTATIONS AND WARRANTIES OF BUYER
                    ---------------------------------------

     The Buyer hereby represents and warrants to the Company and the Stockholder
as follows:

     4.1  Incorporation of the Buyer.  The Buyer is a corporation duly
          --------------------------                                  
organized, validly existing and in good standing under the laws of the Republic
of Panama.

     4.2  Power; Authorization; Consents.  The Buyer has the corporate power and
          ------------------------------                                        
authority to enter into this Agreement and to perform its obligations hereunder.
The execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby have been duly authorized and approved
by the Board of Directors of the Buyer and no other corporate proceedings on the
part of the Buyer are necessary to authorize and approve this Agreement and the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by the Buyer, and constitutes a valid and binding obligation of the
Buyer, enforceable against the Buyer in accordance with its terms. The
execution, delivery and performance of this Agreement by the Buyer and the
consummation of the transactions contemplated hereby and thereby do not and will
not:

          (i)  contravene any provisions of the articles of incorporation or by-
     laws of the Buyer;

          (ii)  conflict with, result in a breach of any provision of,
     constitute a default under, result in the modification or cancellation of,
     or give rise to any right of termination or acceleration in respect of, any
     contract, agreement, commitment, understanding, arrangement or restriction
     of any kind to which the Buyer is a Party to or which the Buyer or any of
     the Buyer's property is subject;

          (iii)  violate or conflict with any Legal Requirements applicable to
     the Buyer or any of its respective businesses or properties; or

          (iv)  require any authorization, consent, order, permit or approval
     of, or notice to, or filing, registration or qualification with, any
     governmental, administrative or judicial authority, except as set forth on
     Schedule 3.9.

     4.3  Acquisition of Stock for Investment.  The Buyer is acquiring the
          -----------------------------------                             
Shares for investment and not with a view toward, or for sale in connection
with, any distribution thereof, nor with any present intention of distributing
or selling the Shares.

                                   ARTICLE 5
                                   ---------

                                   COVENANTS
                                   ---------

     5.1  Access.  Between the date hereof and the Closing Date, the Company
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will, and will cause each Subsidiary (i) to provide to the authorized
representatives of the Buyer full access, during normal business hours, to any
and all premises, Property, files, books, records, documents, and other
information of the Company and each Subsidiary and will cause their respective
officers to furnish to the Buyer any and all financial, technical and operating
data and other information pertaining to the businesses and Property of the
Company and the Subsidiaries and (ii) to make available for inspection and
copying by the Buyer true and complete copies of any documents relating to the
foregoing.

     5.2  Announcements.  The Company and the Stockholder shall not issue any
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press releases or otherwise make any public statement with respect to the
transactions contemplated hereby, without the prior written consent of the
Buyer, except as may be required by law.

     5.3  Conduct of Business of the Company Prior to the Closing.  The Company
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and the Stockholder agree that from the date hereof to the Closing, (i) the
business and operations of the Company and the Subsidiaries shall be conducted
only in the ordinary course of business and consistent with past practice, and
(ii) the Company will use, and will cause each of the Subsidiaries to use, its
best efforts to preserve its business organization intact, to keep available to
itself, including following the Closing, the present services of its key
employees, and to preserve for itself the goodwill of its suppliers, customers
and others with whom business relationships exist.

     5.4  Cooperation.  The Company and the Stockholder agree to use their best
          -----------                                                          
efforts at their own expense to take, or cause to be taken, all action and to
do, or cause to be done, all things necessary, proper or helpful under
applicable laws and regulations to consummate and make effective the
transactions contemplated by this Agreement. If at any time after the Closing
further action is necessary to carry out the purposes of this Agreement, the
Stockholder shall assist the Buyer in taking such action.

     5.5  Interim Financial Statements.  At least ten (10) days prior to the
          ----------------------------                                      
Closing, the Company shall use its best efforts to deliver to the Buyer
preliminary unaudited balance sheets of the Company and the Subsidiaries for the
calendar month last ended prior to the 

Closing, together with the related statements of income and changes in financial
position since the preparation of the Company Balance Sheet. All such financial
statements shall fairly present the financial position, results of operations
and changes in consolidated financial position of the Company and the
Subsidiaries as at the date or for the periods indicated and shall be prepared
in accordance with generally accepted accounting principles consistently
applied.

     5.6  Notification of Certain Matters.  Between the date hereof and the
          -------------------------------                                  
Closing, the Company and the Stockholder will give prompt notice in writing to
the Buyer of: (i) any information that indicates that any representation and
warranty contained herein was not true and correct as of the date hereof or will
not be true and correct as of the Closing, (ii) the occurrence of any event
which will result, or has a reasonable prospect of resulting, in the failure of
a condition specified in Article 7 hereof to be satisfied, (iii) any notice or
other communication from any third person alleging that the consent of such
third person is or may be required in connection with the transactions
contemplated by this Agreement, (iv) any notice of, or other communication
relating to, any default or event which, with notice or lapse of time or both,
would become a default under any Company Agreement or a violation of any Legal
Requirement, (v) any event that has, or could in the future have, a Material
Adverse Effect, and (vi) any emergency or other change in the normal course of
the business or in the Property. The Company and the Stockholder shall confer on
a regular and frequent basis with representatives of the Buyer to report
operational matters and to report the general status of ongoing operations.

     5.7  Covenant Not to Compete.  In furtherance of the sale of the Shares and
          -----------------------                                               
the business represented thereby to the Buyer, for a period of five years from
the Closing, neither the Stockholder nor Heerema Holding Construction, Inc.
shall, directly or indirectly, through equity ownership or otherwise, for
themselves or any affiliated entity, compete with the Buyer or the Heerema
Venezuela Group anywhere in and around Venezuela specifically, or the Caribbean
Sea generally, in the business of the Heerema Venezuela Group as conducted and
proposed to be conducted after the Closing.

                                   ARTICLE 6
                                   ---------

                         CONDITIONS TO THE OBLIGATIONS
                             OF THE BUYER TO CLOSE
                             ---------------------

     The obligations of the Buyer required to be performed at the Closing shall
be subject to the satisfaction, at or prior to the Closing, of each of the
following conditions, each of which may be waived by the Buyer:

     6.1  Representations and Warranties.  Each of the representations and
          ------------------------------                                  
warranties of the Stockholder contained in this Agreement shall be true and
correct in all material 

respects as of the date hereof and, having been deemed to have been made again
as of the Closing, shall be true and correct in all material respects as of the
Closing. All of the obligations of the Stockholder required by this Agreement to
be performed by them at or prior to the Closing shall have been duly performed
and complied with in all material respects as of the Closing.

     6.2  Authorization.  All corporate action necessary to authorize the
          -------------                                                  
execution, delivery and performance of this Agreement and the consummation of 
the transactions contemplated hereby shall have been duly and validly taken by
the Stockholder and the Company.

     6.3  Absence of Litigation.  No order, stay, injunction or decree of any
          ---------------------                                              
court of competent jurisdiction shall be pending or threatened that prevents or
delays the consummation of any of the transactions contemplated hereby or would
impose any material limitation on the ability of the Buyer effectively to
exercise full rights of ownership of the Shares.

     6.4  Resignations.  The Buyer shall have received from all officers and
          ------------                                                       
directors of the Company and the Subsidiaries signed but undated letters of
resignation.

     6.5  Transactions with Affiliated Entities.  The Buyer shall have received
          -------------------------------------                                
confirmation from the Stockholder and the Company that all intercompany accounts
have been settled, and all intercompany contracts between the Heerema Venezuela
Group and related persons or affiliated entities outside the Heerema Venezuela
Group have been terminated, without cost or further obligation to the Company or
the Subsidiaries.

     6.6  Opinion of the Company Counsel and Special Counsel to the Stockholder.
          --------------------------------------------------------------------- 
The Buyer shall have been furnished with the opinion of Dr. Saul Crespo, counsel
for the Company and Special Counsel to the Stockholder, dated the Closing Date,
substantially in form and substance as set forth on Exhibit C. In rendering such
opinion, Dr. Saul Crespo may rely as to factual matters upon certificates or
other documents furnished by officers and directors of the Stockholder or the
Company and upon such other documents and data as such counsel may deem
appropriate.

     6.7  Guarantee.  The Buyer shall have received the Heerema Guarantee from
          ---------                                                           
Heerema Holding Construction, Inc.

     6.8  Certificates.  The Company and the Stockholder shall have furnished to
          ------------                                                          
the Buyer such certificates of its officers and others as the Buyer may
reasonably request in writing at least five (5) days prior to Closing to
evidence compliance with the conditions set forth in this Article 6.

                                   ARTICLE 7
                                   ---------

                       CONDITIONS TO THE OBLIGATIONS OF
                           THE STOCKHOLDER TO CLOSE
                           ------------------------

     The obligations of the Stockholder required to be performed at the Closing
shall be subject to the satisfaction, at or prior to the Closing, of each of the
following conditions, each of which may be waived by the Stockholder:

     7.1  Representations and Warranties.  Each of the representations and
          ------------------------------                                  
warranties of the Buyer contained in this Agreement shall be true and correct in
all material respects as of the date hereof and, having been deemed to have been
made again at and as of the Closing, shall be true and correct in all material
respects as of the Closing. All of the obligations of the Buyer required by this
Agreement to be performed by it at or prior to the Closing shall have been duly
performed and complied with in all material respects as of the Closing.

     7.2  Authorization.  All corporate action necessary to authorize the
          -------------                                                  
execution, delivery and performance of this Agreement and the consummation of 
the transactions contemplated hereby shall have been duly and validly taken by
the Buyer.

     7.3  Absence of Litigation.  No order, stay, judgment or decree shall have
          ---------------------                                                
been issued by any court and be in effect restraining or prohibiting the
consummation of the transactions contemplated hereby.

     7.4  Certificates.  The Buyer shall have furnished to the Stockholder such
          ------------                                                         
certificates of its officers and others as the Stockholder may reasonably
request in writing five (5) days prior to Closing to evidence compliance with
the conditions set forth in this Article 7.

                                   ARTICLE 8
                                   ---------

                                  TERMINATION
                                  -----------

     8.1  Termination.  This Agreement may be terminated at any time prior to
          -----------                                                        
the Closing:

          (i)  by mutual consent of the Buyer and the Stockholder;

          (ii)  by the Buyer if, through no fault of its own, the Closing has
     not occurred on or before May 31, 1994, or such later date as may be agreed
     by the Buyer and the Stockholder;

          (iii)  by the Buyer, if there has been any material violation or
     breach by the Company or the Stockholder of any representation, warranty,
     covenant or obligation contained in this Agreement, and such violation or
     breach has not been waived by the Buyer or cured to the satisfaction of the
     Buyer;

          (iv)  by the Stockholder if there has been any material violation or
     breach by the Buyer of any representation, warranty, covenant or obligation
     contained in this Agreement, and such violation or breach has not been
     waived by the Stockholder, or cured to the satisfaction of the Stockholder.

If the Buyer or the Stockholder terminates this Agreement pursuant to the
provisions hereof, such termination shall be effected by written notice to the
other Party specifying the provision applicable to such termination.

     8.2  Effect of Termination  Except in the event this Agreement is
          ---------------------                                       
terminated for breach, upon the termination of this Agreement pursuant to
Section 8.1, this Agreement shall forthwith become null and void and none of the
Parties hereto or any of their respective officers, directors, employees,
agents, consultants, stockholders or principals shall have any liability or
obligation hereunder or with respect hereto.

                                   ARTICLE 9
                                   ---------

                         SURVIVAL AND INDEMNIFICATION
                         ----------------------------

     9.1  Survival.  The indemnities contained in this Agreement, including
          --------                                                         
specifically those contained in this Article 9, and the Heerema Guarantee shall
survive through the term of the indemnity described in Section 9.4.

     9.2  Indemnification.  (a)  The Stockholder shall indemnify and hold
          ---------------                                                
harmless the Buyer, its parent, subsidiary and affiliated companies, and their
respective directors, officers, employees and advisors, up to a global maximum
amount of Two Million Five Hundred Thousand Dollars ($2,500,000) from and
against any and all losses, damages, liabilities and Claims arising out of,
based upon or resulting from:

          (i)  liabilities of the Company and of any Subsidiary that are not
     fully provided for on the Company Balance Sheet;

          (ii)  Taxes levied on the Company or any Subsidiary for years prior to
     1994 to the extent not specifically provided for on the Company Balance
     Sheet, and Taxes, if any, arising out of or related to the purchase and
     sale of Shares under this Agreement;

          (iii)  Claims by or Judgments in favor of (a) former employees of the
     Company or any Subsidiary alleged to have arisen out of the employment
     relationship which existed prior to Closing, including persons not listed
     on Schedule 3.17, and (b) those arising out of the employment relationship
     or otherwise by Mr. Willem Den Blanken and/or Mr. Stefan Den Blanken
     insofar as such Claim or Judgment is attributable, in whole or in part, to
     the period prior to Closing.

          (iv)  presuming that the Property will continue to be used for
     industrial purposes, the cost to clean up Property and to reclaim real
     Property if necessary to comply with any Legal Requirement;

          (v)  the cost to the Company and the Subsidiaries to comply with
     Decreto No. 2.222 concerning the discharge of liquids from operations and
     otherwise in and around Lake Maracaibo, as published in the Official
     Gazette No. 4.418 of April 27, 1992, including the cost to upgrade, modify
     or otherwise change any item of Property;

          (vi)  the costs to the Company or any Subsidiary, resulting from
     incomplete, incorrect, expired or otherwise invalid vessel documentation or
     Property registrations, that may arise out of the post Closing efforts of
     the Buyer and the Company to comply with the law for the Protection and
     Development of the National Merchant Marine, as published in the Official
     Gazette No. 31.161 of July 25, 1973;

          (vii)  fifty percent (50%) of all bank transaction costs, including
     exchange expenses and transaction taxes, arising out of the payment of the
     Purchase Price in Venezuela as described in Section 2.1, assuming that the
     proceeds of the wire transfer will be converted to Bolivars and back to
     Dollars on the Closing Date for repatriation by the Stockholder to its
     parent company outside Venezuela;

          (viii)  any inaccuracy of any representation or warranty of the
     Stockholder described in Article 3 or elsewhere in this Agreement;

          (ix)  any breach by the Stockholder of any of its obligations under
     this Agreement; and

          (x)  any and all fees, costs and expenses of any kind related to items
     (i) through (ix) including Legal Expenses.

     (b)  Separate from the indemnity and hold harmless given by the Stockholder
in favor of the Buyer under Section 9.2(a), and independent of the Two Million
Five 

Hundred Thousand Dollar ($2,500,000) global maximum cap on events of indemnity
under Section 9.2(a), the Stockholder shall indemnify and hold harmless the
Buyer, its parent, subsidiary and affiliated companies, and their respective
directors, officers, employees and advisors from and against any and all losses,
damages, liabilities and Claims without limitation arising out of, based upon or
resulting from:

     (i)   the entire cost, and the performance of all obligations, to restore,
     renovate or recertify to class the "WS-1 Wijsmuller Barge" now under
     charter to the Company or any Subsidiary; and the payment of charter hire
     while such barge is unavailable for use by the Company or any Subsidiary;

     (ii)  any Claim or Judgment of any kind or character for legal or other
     action taken, directly or indirectly, by Corporacion Corpeli de Venezuela,
     C.A. Phoenix International Holdings, Inc., Carlos Gallina, Salvador
     Salvatierra, Alberto Finol and/or Guido Gomez, one or more having been
     parties previously to a letter of intent to purchase the Heerema Venezuela
     Group.

     9.3  Procedure.  (a) For the purpose of administering the indemnification
          ---------                                                           
provisions herein, the Buyer shall give to the Stockholder notice, as soon as
reasonably possible after the Buyer becomes aware, of any written communication
regarding any Claim, or the occurrence of any damage, loss, expense, obligation
or liability, in excess of One Hundred Thousand Dollars ($100,000) for which
indemnification is provided for hereunder; provided, however, that failure to
give such notice shall not relieve the Stockholder of any obligation under this
Agreement.

     (b)  For events of indemnity with a cost exposure in excess of Two Hundred
Fifty Thousand Dollars ($250,000), the Stockholder shall have the right to
participate along with the Buyer in the defense or settlement of such matter;
provided, however, the entire cost and expense of such participation by the
Stockholder, including all of its Legal Expenses, shall be solely for the
account of the Stockholder and shall not be included in any cost calculation
relative to the cap on the indemnity set forth in Section 9.2(a). The Buyer
shall obtain the Stockholder's consent to settle or compromise any Claim for an
amount in excess of Two Hundred Fifty Thousand Dollars ($250,000), which consent
shall not be unreasonably withheld by the Stockholder.

     9.4  Payments.  In addition to the notice provided for under Section
          --------                                                       
9.3(a), upon the conclusion of the year end audit of the Company and the
Subsidiaries for each of the years 1994, 1995, 1996 and 1997 the Buyer shall
advise the Stockholder, in writing, concerning all Claims or the actual or
potential occurrence of any damage, loss, expense, obligation or liability
subject to indemnification under the Agreement, including related Legal
Expenses. The Buyer's annual notice to the Stockholder shall describe such
event(s) of indemnity in reasonable detail, including amounts expended other
than expenditures by 

or on behalf of the Stockholder. Not more 30 days following receipt by the
Stockholder of such annual indemnity notice, the Stockholder shall pay to the
Buyer, in equivalent Dollars, all amounts in excess of Seventy Five Thousand
Dollars ($75,000) actually expended during the year under review related to any
event of indemnity arising under Section 9.2(a), and all amounts actually
expended during the year under review related to any event of indemnity under
Section 9.2(b). Pending and potential events of indemnity noticed by the Buyer
but not fully quantifiable upon the conclusion of the 1997 year end review shall
be reimbursed to the Buyer Dollar for Dollar by the Stockholder as and when
incurred through the year 2000.

     9.5  Mitigation.  The Buyer and the Stockholder shall communicate and
          ----------                                                      
cooperate in respect of the administration of these indemnity provisions in an
effort to mitigate, to the extent reasonably practicable without compromising
operations, the amounts required to be paid by Stockholder under this Article 9.

     9.6  Remedies.  The rights of the Buyer under this Article 9 are in
          --------                                                      
addition to other rights and remedies of the Buyer under this Agreement and the
law of Venezuela.

                                  ARTICLE 10
                                  ----------

                                 MISCELLANEOUS
                                 -------------

     10.1  Expenses.  The Stockholder and the Buyer shall each pay their own
           --------                                                         
fees and expenses in connection with this Agreement and the transactions
contemplated hereby. Neither the Company nor the Subsidiaries shall bear any
legal or other expenses arising out of this Agreement including, specifically,
any and all expenses of Baker & McKenzie, Dr. Saul Crespo and Briner & Asociados
which shall be assumed by and paid for entirely by the Stockholder.

     10.2  Headings  The section headings herein are for convenience of
           --------                                                    
reference only, do not constitute part of this Agreement and shall not be deemed
to limit or otherwise affect any of the provisions hereof.

     10.3  Notices.  All notices, requests, demands, claims and other
           -------                                                   
communications hereunder shall be in writing.  All communications provided for
hereunder shall be sufficiently given if delivered personally, by confirmed
facsimile transmission or by prepaid, internationally recognized overnight
courier, or sent by first-class mail, postage prepaid, return receipt requested,
to the Parties and the Company as follows:

          If to the Company:       Construcciones Acuaticas Mundiales, S.A.
                                   Codigo Postal 4001-A
                                   Apartado No. 637
                                   Maracaibo, Venezuela
                                   Telephone: 58 61 613144
                                   Facsimile  58 61 613008

          If to the Stockholder:   Inversiones 252-28, C.A.
                                   Avenida 3Y entre Calles 74 y75
                                   Edificio San Martin
                                   Oficina No.2 
                                   Maracaibo, Venezuela
                                   ---------
                                   Telephone: (061) 923278
                                   Facsimile: (061) 923278

          If to the Buyer:         Willbros Suramerica, S.A.
                                   Edificio Torre Banco Germanico
                                   Calle 50 y 55 Este, 8th Floor
                                   Panama 1, Republic of Panama
                                   Telephone: (507) 63-9282

          Copy to:                 Willbros Suramerica, S.A.
                                   c/o  The General Counsel
                                   Willbros USA, Inc.
                                   2431 East 61st Street
                                   Tulsa, Oklahoma  74136
                                   Telephone: (918) 748-7468
                                   Facsimile: (918) 748-7026

or such other address as shall be furnished in writing by such Party or the
Company, and any such notice or communication shall be effective and be deemed
to have been given as of the date so delivered or three days after the date so
mailed; provided, however, that any notice or communication changing any of the
        --------  -------                                                      
addresses set forth above shall be effective and deemed given only upon its
receipt.

     10.4  Assignment.  This Agreement and all of the provisions hereof shall be
           ----------                                                           
binding upon and inure to the benefit of the Parties and their respective
successors and permitted assigns, and the provisions of Article 9 hereof shall
inure to the benefit of the indemnified parties referred to therein; provided,
                                                                     -------- 
however, that neither this Agreement nor any of the rights, interests, or
- -------                                                                  
obligations hereunder may be assigned by any  Party hereto without the prior
written consent of the other Party.

     10.5  Entire Agreement.  This Agreement, including the Schedules and
           ----------------                                              
Exhibits hereto which by this reference are incorporated herein and made an
integral part of the Agreement, embodies the entire agreement and understanding
of the Parties with respect to the transactions contemplated hereby and
supersedes all prior written or oral commitments, letters of intent and other
arrangements or understandings with respect thereto. There are no restrictions,
agreements, promises, warranties, covenants or undertakings with respect to the
transactions contemplated hereby other than those expressly set forth herein.

     10.6  Modifications, Amendments and Waivers.  At any time prior to the
           -------------------------------------                           
Closing, the Parties may, by written agreement, modify, amend or supplement any
term or provision of this Agreement. Any term or provision of this Agreement may
be waived in writing by the Party which is entitled to the benefits thereof.

     10.7  Counterparts.  This Agreement may be executed in two or more
           ------------                                                
counterparts, all of which shall be considered one and the same agreement and
each of which shall be deemed an original.

     10.8  Governing Law.  This Agreement shall be governed by the laws of
           -------------                                                  
Venezuela as to all matters, including matters of validity, construction, effect
and performance, regardless of the laws that might be applicable under
principles of conflicts of law. The Buyer, the Stockholder, and Heerema Holding
Construction, Inc. hereby submit to the jurisdiction of Venezuela, designating
Maracaibo as the special and exclusive domicile for all purposes of this
Agreement, covenanting hereby to lay venue in the courts of said city.

     10.9  Accounting Terms.  All accounting terms used herein which are not
           ----------------                                                 
expressly defined in this Agreement shall have the respective meanings given to
them in accordance with generally accepted accounting principles on the date
hereof.

     10.10 Severability.  If any one or more of the provisions of this Agreement
           ------------                                                        
shall be held to be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions of this Agreement shall not be
affected thereby. To the extent permitted by applicable law, each Party waives
any provision of law which renders any provision of this Agreement invalid,
illegal or unenforceable in any respect.

     10.11 Construction.  (a)  The Parties have participated jointly in the
           ------------                                                    
negotiation and drafting of this Agreement.  In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of any of
the provisions of this Agreement.

     (b)  The word "including" shall mean including without limitation. The
words "hereof", "herein", "hereunder" and "hereto" refer to this Agreement as a
whole and not to any particular provision of this Agreement unless expressly
indicated. Section references are to this Agreement unless otherwise specified.
Unless the context otherwise clearly requires, references to the plural include
the singular and the singular the plural.

     In Witness Whereof, the Parties hereto have caused this Agreement to be
duly executed at Caracas, Venezuela this 24th day of May, 1994, by their duly
                                         ----
authorized representatives.

                                   Willbros Suramerica, S.A.

                                   By:/s/ Thomas B. Reilly
                                      -----------------------------------
                                     Name: Thomas B. Reilly
                                          -------------------------------
                                     Title: Chief Financial Officer
                                            -----------------------------
/s/ L.W. Carpenter  
- -----------------------------
Witness - L.W. Carpenter
       

                                   Inversiones 252-28, C.A.

                                   By:/s/ Saul Crespo Lozada
                                      -----------------------------------  
                                     Name: Saul Crespo Lozada
                                          -------------------------------
                                     Title: Manager
                                           ------------------------------
/s/ F.G. van de Werff
- ------------------------------
Witness - F. G. van de Werff

     The following schedules and exhibits to the Stock Purchase Agreement dated 
as of May 1, 1994, by and between Willbros Suramerica, S.A. and Inversiones 
252-28, C.A. have been omitted, and the Registrant agrees to furnish 
supplementally a copy of any such omitted schedules and exhibits to the 
Securities and Exchange Commission upon its request:

     Schedules
     ---------

     Schedule 3.2 - Subsidiaries
     Schedule 3.3 - Shares
     Schedule 3.6 - Company Balance Sheet
     Schedule 3.7 - Material Adverse Effect
     Schedule 3.8 - Taxes
     Schedule 3.9 - Legal Matters
     Schedule 3.10 - Property
     Schedule 3.13 - The Heerema Name and Other Intellectual Property
     Schedule 3.14 - Insurance
     Schedule 3.15 - Company Agreements
     Schedule 3.16 - Labor Relations
     Schedule 3.17 - Employee Matters

     Exhibits
     --------

     Exhibit A   -   Heerema Guarantee
     Exhibit B   -   Tradeservices License Agreement
     Exhibit C   -   Opinion of Dr. Saul Crespo, Attorney at Law 

Basic Info X:

Name: STOCK PURCHASE AGREEMENT
Type: Stock Purchase Agreement
Date: June 7, 1996
Company: WILLBROS GROUP INC
State: R1

Other info:

Date:

  • May 27 , 1994
  • 1988 through 1992
  • all fiscal years through the fiscal year ended December 31 , 1992
  • December 31,1989
  • December 31 , 1993
  • May 31 , 1994
  • April 27 , 1992
  • July 25 , 1973
  • 24th day of May , 1994
  • May 1 , 1994

Organization:

  • Venezuela Seven Million Three Hundred Thousand Dollars
  • Three Hundred Seventy-Seven Million Three Hundred Thousand Bolivars
  • Absence of Material Adverse Effect
  • Heerema Holding Construction Inc.
  • Board of Directors
  • 4.3 Acquisition of Stock for Investment
  • Interim Financial Statements
  • Notification of Certain Matters
  • Covenant Not to Compete
  • Company Counsel and Special Counsel
  • Effect of Termination Except
  • Two Million Five Hundred Thousand Dollars
  • Company Balance Sheet
  • National Merchant Marine
  • Phoenix International Holdings , Inc.
  • Heerema Venezuela Group
  • Two Hundred Fifty Thousand Dollars
  • Seventy Five Thousand Dollars
  • Baker & McKenzie
  • Briner & Asociados
  • Construcciones Acuaticas Mundiales , S.A. Codigo Postal 4001-A Apartado No
  • Avenida 3Y entre Calles 74 y75 Edificio San Martin Oficina No.2 Maracaibo
  • Willbros Suramerica , S.A. Edificio Torre Banco Germanico Calle
  • 8th Floor Panama 1
  • General Counsel Willbros USA , Inc.
  • Heerema Holding Construction , Inc.
  • Securities and Exchange Commission

Location:

  • C.A.
  • United States of America
  • Caribbean Sea
  • Lake Maracaibo
  • Bolivars
  • Panama
  • Willbros Suramerica
  • Tulsa
  • Oklahoma
  • Caracas
  • Venezuela
  • S.A.

Money:

  • $ 7,300,000
  • $ 2,500,000
  • $ 100,000
  • $ 250,000
  • $ 75,000

Person:

  • Willem Den Blanken
  • Stefan Den Blanken
  • Carlos Gallina
  • Salvador Salvatierra
  • Alberto Finol
  • Guido Gomez
  • Thomas B. Reilly
  • Saul Crespo Lozada
  • F. G.

Percent:

  • one hundred percent 100 %
  • fifty percent
  • 50 %