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<page> 1 , 1995 Insituform Technologies, Inc. 1770 Kirby Parkway Suite 300 Memphis, Tennessee 38138 Insituform Mid-America, Inc. 17988 Edison Avenue Chesterfield, Missouri 63005 Gentlemen: In Connection With the Transactions Contemplated by the Agreement and Plan of Merger Dated May 23, 1995 (The "Agreement") Among Insituform Technologies, Inc., a Delaware Corporation (The "Company"), Iti Acquisition Corp., a Delaware Corporation ("Iti Sub"), and Insituform Mid-America, Inc., a Delaware Corporation ("Ima"), the Undersigned Hereby Agrees to Convert or to Cause the Conversion Of, Immediately Prior to the Consummation of the Transactions Contemplated by the Agreement, Each Outstanding Share of Class B Common Stock, $.01 Par Value ("Class B Common Stock"), of Ima, That May Be Beneficially Owned by the Undersigned Into One Share of Class a Common Stock, $.01 Par Value, of Ima in Accordance With the Terms of Ima's Certificate of Incorporation, as Currently in Effect. the Undersigned Represents and Warrants to the Company That the Undersigned Is the Record and Beneficial Owner of Shares of Class B Common Stock. the Undersigned Is Not the Record or Beneficial Owner of Any Other Shares of Class B Common Stock. in the Event That the Merger of Ima and Iti Sub Contemplated by the Agreement Is Terminated This Agreement Shall Be Null and Void
