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                                                                   EXHIBIT 99(b)

                             2001 AMENDMENT NO. 1 TO

                         TEAM, INC. SALARY DEFERRAL PLAN



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                              2001 AMENDMENT NO. 1
                                     TO THE
                                   TEAM, INC.
                              SALARY DEFERRAL PLAN



         This 2001 Amendment No. 1 (the "Amendment") to the Team, Inc. Salary
Deferral Plan (the "Plan") is hereby made by Team, Inc. (the "Company").

         WHEREAS, the Plan was amended and restated on November 24, 1999 by a
nonstandardized adoption (agreement #002) of the Norwest Bank Texas, N.A.
Defined Contribution Master Plan and Trust Agreement (basic plan document #01);

         WHEREAS, the Team, Inc. Employee Stock Ownership Plan, which was not a
leveraged ESOP under IRC Section 4975(e)(7) but merely a qualified stock bonus
plan under IRC Section 401(a)(23), was merged into the Plan effective July 1,
2000;

         WHEREAS, Wells Fargo Bank Texas, N.A., the Master Trustee, thereafter
decided that the merger of the ESOP resulted in the Plan's being converted from
prototype to individually designed, not for plan form or documentary reasons,
but because of internal trust department policy considerations;

         WHEREAS, the Company and the Master Trustee agreed that the Plan could
nevertheless continue to use the Master Plan and Trust Agreement document even
as an individually designed plan;

         THEREFORE, pursuant to Section 13.02 of the Plan, this Amendment is
being made by the Company as adopting employer to the Master Plan Document as
the Company's plan document prior to the expiration of the GUST remedial
amendment period for individually designed plans as an interim amendment until
the Master Plan Sponsor makes the necessary amendments prior to the expiration
of its later GUST


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remedial amendment period, at which time such Master Plan Document amendments
(if timely approved by the IRS) will supersede the amendments set forth below:

         1. This addendum to the Adoption Agreement is being added pursuant to
         Section 6.02(e) on the top of page 27 of the Option Agreement to
         provide that a Participant may elect under Section 6.03 to receive a
         distribution under the Plan in qualifying Employer securities either in
         whole or in part.

         2. Part III(k)(1)(ii) on page 11 of the Adoption Agreement is amended
         by replacing 16% with 25% beginning July 1, 2000.

         3. The Defined Contribution Master Plan and Trust Agreement is amended
         by adding the following Article E - Appendix at the end thereof as GUST
         amendments:
                           a) The definition of compensation in Section 1.12 of
                  the Plan shall include payments that are not includible in
                  gross income by reason of Section 132(f)(4) of the Code
                  (pertaining to qualified transportation fringe benefits
                  including van pools and transit passes).

                           b) Sections 14.08 and 14.09 pertaining to the ADP and
                  ACP tests shall both be amended with the addition of the
                  following: The Plan has not switched from the current year
                  method to the prior year method.

                           c) Section 3.04 pertaining to the allocation of the
                  employer contribution shall be amended by adding the following
                  at the end thereof:


                  Notwithstanding any provision in the Plan to the contrary, if
         the Plan would otherwise fail to meet the requirements of Sections
         410(b)(1)(A) or 410(b)(1)(B) of the Code and the Regulations thereunder
         because Employer Contributions have not been allocated to a sufficient
         number or percentage of Members for a Plan Year, then the following
         rules shall apply:

                  (i) The group of Members eligible to share in the Employer
         Contribution for the Plan Year shall be expanded to include the minimum
         number of Members who would not otherwise be eligible as are necessary
         to satisfy the applicable test specified above. The specific Members
         who shall become eligible under the terms of this paragraph shall be
         those Members who, when compared to similarly situated Members, have
         completed the greatest number of Hours of Service in the Plan Year, and



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                  (ii) If after application of paragraph (i) above, the
         applicable test is still not satisfied, then the group of Members
         eligible to share in the Employer Contribution for the Plan Year shall
         be further expanded to include the minimum number of Members, who, when
         compared to similarly situated Members, have completed the greatest
         number of Hours of Service in the Plan Year before terminating
         employment.

                  Nothing in the preceding paragraphs shall permit the reduction
         of a Member's accrued benefit expressed as his Account balance.
         Therefore, amounts previously allocated to Member Accounts, may not be
         reallocated to satisfy these requirements. In such event, the Employer
         shall make an additional contribution equal to the amount such affected
         Members would have received had they been included in the allocations,
         even if it exceeds the amount which would be deductible under Section
         404 of the Code. Any adjustment to the allocations pursuant to this
         paragraph shall be considered a retroactive amendment adopted by the
         last day of the Plan Year.

                  d) Article VI, Sections 6.02 and 6.03 shall be amended by
         adding the following new paragraph at the end thereof:

                           Mandatory Distributions. Beginning on January 1,
                           2002, the Plan will apply the minimum distribution
                           requirements of Section 401(a)(9) of the Code in
                           accordance with the regulations under Section
                           401(a)(9) that were proposed on January 17, 2001,
                           notwithstanding any provision in the Plan to the
                           contrary. This preceding sentence shall remain in
                           effect until the end of the last calendar year
                           beginning before the effective date of final
                           regulations under Section 401(a)(9) or such other
                           date as may be specified in guidelines published by
                           the Internal Revenue Service.

                  e) Article VI shall be amended beginning January 1, 1998 by
         changing "$3,500 to $5,000" each time it appears therein.


         4. The Defined Contribution Master Plan and Trust Agreement is amended
         by adding the following Article F - Appendix at the end thereof as
         EGTRRA model amendments:

                                   Appendix F
                   Plan Amendments for the Economic Growth and
                      Tax Relief Reconciliation Act of 2001

         1 Effective Date. This Appendix F of the Plan is intended to reflect
certain provisions of the Economic Growth and Tax Relief Reconciliation Act of
2001 ("EGTRRA"). This Article is intended as good faith compliance with the
requirements of EGTRRA and is to be construed in accordance with EGTRRA and
guidance issued thereunder including IRS Notice 2001-57. Except as otherwise
provided, this Appendix shall be effective as of the first day of the first Plan
Year beginning after December 31, 2001.

         2 Supersession of Inconsistent Provisions. This Appendix shall
supersede the other provisions of the Plan to the extent those other provisions
are inconsistent with the provisions of this Appendix.



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         3 Maximum Annual Addition. This Section 3 shall be effective for
limitation years beginning after December 31, 2001. Except to the extent
permitted under Section 8 below and Section 414(v) of the Code, if applicable,
the annual addition that may be contributed or allocated to a participant's
account under the Plan for any limitation year shall not exceed the lesser of:

                  (a) $40,000, as adjusted for increases in the cost-of-living
         under Section 415(d) of the Code, or

                  (b) 100 percent of the participant's compensation, within the
         meaning of Section 415(c)(3) of the Code, for the limitation year.

The compensation limit referred to in (b) shall not apply to any contribution
for medical benefits after separation from service (within the meaning of
Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as
an annual addition.

         4 Increase in Compensation Limit. The annual compensation of each
participant taken into account in determining allocations for any plan year
beginning after December 31, 2001, shall not exceed $200,000, as adjusted for
cost-of-living increases in accordance with Section 401(a)(17)(B) of the Code.
Annual compensation means compensation during the plan year or such other
consecutive 12-month period over which compensation is otherwise determined
under the plan (the determination period). The cost-of-living adjustment in
effect for a calendar year applies to annual compensation for the determination
period that begins with or within such calendar year.

         5 Modification of Top-heavy Rules.

                  (a) Effective Date. This Section 5 shall apply for purposes of
         determining whether the Plan is a top-heavy plan under Section 416(g)
         of the Code for plan years beginning after December 31, 2001, and
         whether the plan satisfies the minimum benefits requirements of Section
         416(c) of the Code for such years. This section amends Article II of
         the Plan.

                  (b) Determination of Top-heavy Status.

                           (i) Key Employee. Key employee means any employee or
                  former employee (including any deceased employee) who at any
                  time during the plan year that includes the determination date
                  was an officer of the employer having annual compensation
                  greater than $130,000 (as adjusted under Section 416(i)(1) of
                  the Code for plan years beginning after December 31, 2002), a
                  5-percent owner of the employer, or a 1- percent owner of the
                  employer having annual compensation of more than $150,000. For
                  this purpose, annual compensation means compensation within
                  the meaning of Section 415(c)(3) of the Code. The
                  determination of who is a key employee will be made in
                  accordance with Section 416(i)(1) of the Code and the
                  applicable regulations and other guidance of general
                  applicability issued thereunder.

                           (ii) Determination of Present Values and Amounts.
                  This Section shall apply for purposes of determining the
                  present values of accrued benefits and the amounts of account
                  balances of employees as of the determination date.



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                           (iii) Distributions during year ending on the
                  determination date. The present values of accrued benefits and
                  the amounts of account balances of an employee as of the
                  determination date shall be increased by the distributions
                  made with respect to the employee under the Plan and any plan
                  aggregated with the Plan under Section 416(g)(2) of the Code
                  during the 1-year period ending on the determination date. The
                  preceding sentence shall also apply to distributions under a
                  terminated plan which, had it not been terminated, would have
                  been aggregated with the Plan under Section 416(g)(2)(A)(i) of
                  the Code. In the case of a distribution made for a reason
                  other than separation from service, death, or disability, this
                  provision shall be applied by substituting "5-year period" for
                  "1-year period."

                           (iv) Employees not performing services during year
                  ending on the determination date. The accrued benefits and
                  accounts of any individual who has not performed services for
                  the employer during the 1-year period ending on the
                  determination date shall not be taken into account.

                  c. Minimum Benefits.

                           (i) Matching contributions. Employer matching
                  contributions shall be taken into account for purposes of
                  satisfying the minimum contribution requirements of Section
                  416(c)(2) of the Code and the Plan. The preceding sentence
                  shall apply with respect to matching contributions under the
                  Plan or, if the plan provides that the minimum contribution
                  requirement shall be met in another plan, such other plan.
                  Employer matching contributions that are used to satisfy the
                  minimum contribution requirements shall be treated as matching
                  contributions for purposes of the actual contribution
                  percentage test and other requirements of Section 401(m) of
                  the Code.

         6        Direct Rollovers of Plan Distributions.

                           (a) Effective Date. This Section shall apply to
                  distributions made after December 31, 2001 except that
                  subsection (c) shall apply to distributions made after
                  December 31, 1998.

                           (b) Modification of Definition of Eligible Retirement
                  Plan. For purposes of the direct rollover provisions in
                  Section 9.8 of the Plan, an eligible retirement plan shall
                  also mean an annuity contract described in Section 403(b) of
                  the Code and an eligible plan under Section 457(b) of the Code
                  which is maintained by a state, political subdivision of a
                  state, or any agency or instrumentality of a state or
                  political subdivision of a state and which agrees to
                  separately account for amounts transferred into such plan from
                  this plan. The definition of eligible retirement plan shall
                  also apply in the case of a distribution to a surviving
                  spouse, or to a spouse or former spouse who is the alternate
                  payee under a qualified domestic relation order, as defined in
                  Section 414(p) of the Code.

                           (c) Modification of Definition of Eligible Rollover
                  Distribution to Exclude Hardship Distributions. For purposes
                  of the direct rollover provisions in Section 9.8 of the Plan,
                  any amount that is distributed on account of hardship shall



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                  not be an eligible rollover distribution and the distributee
                  may not elect to have any portion of such a distribution paid
                  directly to an eligible retirement plan.

         7 Elective Deferrals--Contribution Limitation. No participant shall be
permitted to have elective deferrals made under this Plan, or any other
qualified plan maintained by the Employer during any taxable year, in excess of
the dollar limitation contained in Section 402(g) of the Code in effect for such
taxable year, except to the extent permitted under Section 8 below.

         8 Catch-Up Contributions. Beginning January 1, 2002, all Employees who
are eligible to make elective deferrals under this Plan and who have attained
age 50 before the close of the Plan Year shall be eligible to make catch-up
contributions in accordance with, and subject to the limitations of, Section
414(v) of the Code. Such catch-up contributions shall not be taken into account
for purposes of the provisions of the Plan implementing the required limitations
of Sections 402(g) and 415 of the Code. The Plan shall not be treated as failing
to satisfy the provisions of the Plan implementing the requirements of Section
401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by
reason of the making of such catch-up contributions.

         9 Distribution Upon Severance From Employment; New Distributable Event.
A Member's elective deferrals, qualified nonelective contributions, qualified
matching contributions, and earnings attributable to these contributions shall
be distributed on account of the Member's severance from employment. However,
such a distribution shall be subject to the other provisions of the Plan
regarding distributions, other than provisions that require a separation from
service before such amounts may be distributed. This Section 9 becomes effective
on June 1, 2002 regardless of when the severance from employment occurred.

         5.     The Plan, as amended hereby, shall continue to remain in effect.


         In Witness Whereof, the company has adopted the amendment.

                                                     TEAM, INC.



_________, 2001                     By:
                                       -----------------------------------------
                                             Philip J. Hawk, Chairman







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Acknowledged by Trustee:

                                           WELLS FARGO BANK TEXAS, N.A.



___________, 200_                   BY: /s/
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                                           PRINT NAME:
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