<SUBMISSION>
<ACCESSION-NUMBER>0000950129-01-504290
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>6
<FILING-DATE>20011128
<EFFECTIVENESS-DATE>20011128
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>TEAM INC
<CIK>0000318833
<ASSIGNED-SIC>7600
<IRS-NUMBER>741765729
<STATE-OF-INCORPORATION>TX
<FISCAL-YEAR-END>0531
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-74068
<FILM-NUMBER>1800868
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>200 HERMANN DRIVE
<CITY>ALVIN
<STATE>TX
<ZIP>77056
<PHONE>2813316154
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1019 SOUTH HOOD STREET
<CITY>ALVIN
<STATE>TX
<ZIP>77551
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>h92580s-8.txt
<DESCRIPTION>TEAM INC
<TEXT>
<PAGE>
    As Filed with the Securities and Exchange Commission on November 28, 2001

                                                 Registration No. 333-__________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   TEAM, INC.
             (Exact name of registrant as specified in its charter)

                                200 Hermann Drive
                               Alvin, Texas 77511
                                 (281) 331-6154
          (Address and telephone number of principal executive office)

             Texas                                    74-1765729
    (State of Incorporation)             (I.R.S. Employer Identification Number)

                TEAM, INC. OFFICERS RESTRICTED STOCK OPTION PLAN
           PERFORMANCE VESTED RESTRICTED STOCK OPTION AWARD AGREEMENT
           STOCK OPTION AGREEMENT BETWEEN TEAM, INC. AND B. DAL MILLER
                            (Full Title of the Plan)

                                   ----------

                                   Ted W. Owen
                    Vice President, Chief Financial Officer,
                            Secretary and Treasurer
                                   TEAM, INC.
                                200 Hermann Drive
                               Alvin, Texas 77511
                                 (281) 331-6154
            (Name, address and telephone number of agent for service)

                                    Copy to:

                 CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN
                          Attention: Byron L. Willeford
                          1200 Smith Street, Suite 1400
                              Houston, Texas 77002

                                   ----------

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>

                               Number of              Proposed               Proposed
       Title of                 shares                 maximum                maximum               Amount of
   securities being              being             offering price            aggregate            registration
      registered              registered            per share(1)          offering price               fee
---------------------         ----------           --------------         --------------          ------------
<S>                           <C>                  <C>                    <C>                     <C>
Common Stock,
par value $0.30
per share                       170,000                 $5.70                 $969,000              $242.25
</Table>


(1)      Estimated solely to determine the registration fee in accordance with
         Rule 457(h) under the Securities Act of 1933 based on stock option
         exercise price and market price on November 26, 2001 as reported on the
         American Stock Exchange.


<PAGE>


                 INCORPORATION BY REFERENCE OF CONTENTS OF PRIOR
                           S-8 REGISTRATION STATEMENTS



         The contents of registrant's prior Registration Statement on Form S-8,
Registration No. 333-29997, registering shares of registrant's common stock
underlying options to purchase such common stock under the Team, Inc. Officers
Restricted Stock Option Plan, are incorporated herein by reference.






                                INDEX OF EXHIBITS

<Table>
<S>               <C>
        5         Opinion of Chamberlain, Hrdlicka, White, Williams & Martin.

    23(a)         Consent of Deloitte & Touche LLP.

    23(b)         Consent of Chamberlain, Hrdlicka, White, Williams & Martin is
                  included in Exhibit 5 hereto.

    99(a)         Amendment of June 26, 1997 to Team, Inc. Officers Restricted
                  Stock Option Plan.

    99(b)         Performance Vested Restricted Stock Option Award Agreement
                  between Team, Inc. and Geoffrey P. Gilmore.

    99(c)         Stock Option Agreement between Team, Inc. and B. Dal Miller.
</Table>


                                       2.
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Alvin, Texas, effective November 26, 2001.

                                           TEAM, INC.


                                           By:  /s/ PHILIP J. HAWK
                                               ---------------------------------
                                               Philip J. Hawk
                                               Chairman of the Board and Chief
                                               Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and as of the dates indicated.


<Table>
<Caption>

                  Signature                                     Title                         Date
                  ---------                                     -----                         ----
<S>                                                   <C>                              <C>

               /s/ PHILIP J. HAWK                     Chairman of the Board and        November 26, 2001
---------------------------------------------------   Chief Executive Officer
                   Philip J. Hawk                     (Principal Executive Officer)



                /s/ TED W. OWEN                       Vice President, Chief            November 26, 2001
---------------------------------------------------   Financial Officer, Secretary
                   Ted W. Owen                        and Treasurer
                                                      (Principal Financial and
                                                      Accounting Officer)


              /s/ GEORGE W. HARRISON                  Director                         November 26, 2001
---------------------------------------------------
                George W. Harrison



             /s/ SIDNEY B. WILLIAMS                   Director                         November 26, 2001
---------------------------------------------------
               Sidney B. Williams



               /s/ E. THEODORE LABORDE                Director                         November 26, 2001
---------------------------------------------------
                E. Theodore Laborde
</Table>


                                       3.

<PAGE>


                                INDEX OF EXHIBITS

<Table>
<Caption>

EXHIBIT
NUMBER            DESCRIPTION
------            -----------

<S>               <C>
        5         Opinion of Chamberlain, Hrdlicka, White, Williams & Martin.

    23(a)         Consent of Deloitte & Touche LLP.

    23(b)         Consent of Chamberlain, Hrdlicka, White, Williams & Martin is
                  included in Exhibit 5 hereto.

    99(a)         Amendment of June 26, 1997 to Team, Inc. Officers Restricted
                  Stock Option Plan.

    99(b)         Performance Vested Restricted Stock Option Award Agreement
                  between Team, Inc. and Geoffrey P. Gilmore.

    99(c)         Stock Option Agreement between Team, Inc. and B. Dal Miller.
</Table>






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>h92580ex5.txt
<DESCRIPTION>OPINION OF CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS
<TEXT>
<PAGE>



                                    EXHIBIT 5

                        OPINION OF CHAMBERLAIN, HRDLICKA,
                            WHITE, WILLIAMS & MARTIN




<PAGE>






                 CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN
                   A PARTNERSHIP OF PROFESSIONAL CORPORATIONS

<Table>
<S>                                       <C>                                                              <C>
                                                 ATTORNEYS AT LAW

   BYRON L. WILLEFORD                       1200 SMITH STREET, SUITE 1400                                   HOUSTON
      SHAREHOLDER                             HOUSTON, TEXAS 77002-4310                                     ATLANTA
DIRECT DIAL (713) 658-2564                (713) 658-1818     (800) 342-5829                                SAVANNAH
                                               (713) 658-2553 (FAX)
                                               chwwm@sam.neosoft.com
</Table>




                                November 26, 2001

Team, Inc.
200 Hermann Drive
Alvin, Texas 77511

Gentlemen:

         You have requested that we furnish to you our legal opinion with
respect to the legality of 170,000 shares of common stock, par value $0.30 per
share, of Team, Inc. (the "Company") covered by a Form S-8 Registration
Statement filed with the Securities and Exchange Commission by the Company near
the date hereof, for the purpose of registering the above common stock under the
Securities Act of 1933. Of the above common stock, 50,000 shares are subject to
issuance pursuant to the exercise of stock purchase options by certain officers
of the Company acquired pursuant to the Team, Inc. Officers Restricted Stock
Option Plan ("Plan"), and a total of 120,000 share are subject to issuance under
the two stock option agreements covered by the subject S-8.

         We are furnishing in this letter our legal opinion concerning the
above. In connection with this opinion, we have examined the Articles of
Incorporation, as amended, and Bylaws, as amended, of the Company, the Plan, the
two stock option agreements mentioned above, applicable Board of Directors
resolutions of the Company, the above Registration Statement, the applicable
statutes of the State of Texas, and such other documents and records which we
deemed relevant in order to render this opinion.

         Based upon the foregoing, it is our opinion that:

         1. The Company was duly and validly organized and is validly existing
in good standing as a corporation under the laws of the State of Texas.

         2. When sold and issued in accordance with the Plan, the above stock
option agreements and the above Registration Statement and Prospectus
thereunder, the above 120,000 shares of the Company's common stock will be
legally issued, fully paid and non-assessable.

         We hereby consent to the filing of this opinion as an exhibit to the
above Registration Statement and to the use of our name wherever it appears
therein.

                                             Very truly yours,

                                             CHAMBERLAIN, HRDLICKA, WHITE,
                                               WILLIAMS & MARTIN, P.C.

                                             /s/ BYRON L. WILLEFORD

                                             By:  Byron L. Willeford



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.A
<SEQUENCE>4
<FILENAME>h92580ex23-a.txt
<DESCRIPTION>CONSENT OF DELOITTE & TOUCHE LLP
<TEXT>
<PAGE>



                                  EXHIBIT 23(a)

                        CONSENT OF DELOITTE & TOUCHE LLP




<PAGE>



                          INDEPENDENT AUDITOR'S CONSENT




We consent to the incorporation by reference in this Registration Statement of
Team, Inc. on Form S-8 of our report dated July 12, 2001, appearing in the
Annual Report on Form 10-K of Team, Inc. for the year ended May 31, 2001.



/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP


Houston, Texas
November 26, 2001






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A
<SEQUENCE>5
<FILENAME>h92580ex99-a.txt
<DESCRIPTION>AMENDMENT TO 1997 OFFICERS RESTRICTED STOCK OPTION
<TEXT>
<PAGE>












                                  EXHIBIT 99(a)

                    AMENDMENT OF JUNE 26, 1997 TO TEAM, INC.
                      OFFICERS RESTRICTED STOCK OPTION PLAN






<PAGE>



                           AMENDMENT OF JUNE 26, 1997

                                  TO TEAM, INC.

                     OFFICER'S RESTRICTED STOCK OPTION PLAN



         WHEREAS, the Board of Directors of Team, Inc. during a meeting held on
June 26, 1997, adopted a resolution amending the Team, Inc. Officers Restricted
Stock Option Plan ("Plan") to increase the maximum number of shares which may be
offered pursuant to the Plan from 50,000 to 100,000.

         NOW, THEREFORE, by order of the Board of Directors, Paragraph 4 of the
Plan has been amended to read in its entirety as follows:

                  "4. Common Stock Subject to Options. The aggregate number of
         shares of the Company's Common Stock which may be issued upon exercise
         of Options granted under the Plan shall not exceed 100,000, subject to
         adjustment under the provisions of Paragraph 7. The shares of Common
         Stock to be issued upon the exercise of Options may be authorized but
         unissued shares, shares issued and reacquired by the Company or shares
         bought on the market for the purposes of the Plan. In the event any
         Option shall, for any reason, terminate or expire or be surrendered
         without having been exercised in full, the shares subject to such
         Option but not purchased thereunder shall again be available for
         Options to be granted under the Plan."

EFFECTIVE as of June 26, 1997.







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.B
<SEQUENCE>6
<FILENAME>h92580ex99-b.txt
<DESCRIPTION>PERFORMANCE VESTED RESTRICTED STOCK OPTION AWARD
<TEXT>
<PAGE>



                                  EXHIBIT 99(b)

                       PERFORMANCE VESTED RESTRICTED STOCK
                             OPTION AWARD AGREEMENT




<PAGE>



                                   TEAM, INC.


           PERFORMANCE VESTED RESTRICTED STOCK OPTION AWARD AGREEMENT
                                    ("PSOS")

         THIS PERFORMANCE VESTED RESTRICTED STOCK OPTION AWARD AGREEMENT (the
"Agreement") is made effective as of April 29, 1999 between Team, Inc., a Texas
corporation (the "Company"), and GEOFFREY P. GILMORE (the "Option Holder").

         WHEREAS, Gilmore has accepted the position of President and Chief
Operating Officer of Team's wholly-owned subsidiary, Climax Portable Machine
Tools, Inc. as documented by a letter agreement (the "Letter Agreement") dated
April 29, 1999 and,

         WHEREAS, the Letter Agreement provides that Gilmore is entitled to a
grant of 20,000 Performance Stock Options ("PSO's"), which are intended to
reward Gilmore for achieving certain performance targets at Climax;

         NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the receipt and sufficiency and adequacy of which are hereby
acknowledged, the parties agree as follows:

1. GRANT OF OPTION. Subject to the terms and conditions of this Agreement, the
Company, with the unanimous authorization and approval of its Board of
Directors, hereby grants to Gilmore effective as of April 29, 1999, (the "Grant
Date") this PSO Option to purchase 20,000 Shares at a price of $3.125 per share
(the "Option Price") which is the closing price of the Shares as traded on the
American Stock Exchange on the Grant Date. This Agreement and the purchase of
Shares hereunder is not intended to be and should not be interpreted to qualify
as an Incentive Stock Option as that term is used in Section 422 of the Internal
Revenue Code of 1986, as amended.

2. OPTION PERIOD. The PSO Option granted herein may be exercised in whole or in
part at any time prior to the termination of the Option Period as determined
pursuant to Section 5 below, subject however to the limitation that said PSO
Option shall be exercisable in increments ratably as set forth in Exhibit A
hereto (the "Vesting Schedule"); and, provided, however, that the Board of
Directors of the Company, in its sole discretion, may waive the Vesting Schedule
and, upon written notice to the Option Holder, accelerate the earliest date or
dates in which the Option granted hereunder is exercisable. The PSO Option
granted by this Agreement is the Option described in Section 6.b of the Letter
Agreement.

3. METHOD FOR EXERCISING THE OPTION. The vested portion of the Option may be
exercised in whole or in part only by delivery in person or through certified or
registered mail to the Company at its principal office in Alvin, Texas
(attention: Corporate Secretary) of written notice specifying the Option that is
being exercised and the number of Shares with respect to which the Option is
being exercised. The notice must be accompanied by payment of the Option Price
for the portion of the Option being exercised. Payment of this portion of the
Option Price for the Shares shall be made in full by any of the following
methods or any combination of the following methods:

         (a) In cash or by certified or cashier's check payable to Team, Inc.;

         (b) The delivery to the Company of certificates representing the number
of Shares then owned by the Option Holder, the Fair Market Value (defined in
Section 11(i) below) of which equals the Option



<PAGE>

Price of the Shares purchased pursuant to the Option, properly endorsed for
transfer to the Company. (For purposes of this Agreement, the Fair Market Value
of any Shares delivered in payment of the Option Price upon exercise of the
Option shall be the Fair Market Value as of the exercise date, and the exercise
date shall be the day of delivery of the certificates for the Shares used as
payment of the Option Price); or

         (c) The delivery to the Company of a properly executed notice of
exercise together with irrevocable instructions to a broker to deliver promptly
to the Company, in payment of the Option Price, the amount of the cash proceeds
of the sale of Shares or a loan from the broker to the Option Holder sufficient,
in each case, to pay the Option Price, and in a form satisfactory to the
Corporate Secretary.

         (d) Upon such notice to the Corporate Secretary and payment in full of
the amount of the Option Price being exercised, the exercise of the Option shall
be deemed to be effective, and a properly executed certificate or certificates
representing the Shares so purchased shall be issued by the Company and
delivered to the Option Holder or the agent designated by the Option Holder.

         4. ADJUSTMENTS.

         (a) In the event that the outstanding Shares are hereafter increased or
decreased or changed into or exchanged for a different number or kind of shares
or other securities of the Company or of another corporation, by reason of a
recapitalization, reclassification, stock split_up, combination of shares, or
dividend or other distribution payable in capital stock, appropriate adjustment
shall be made by the Board in the number and kind of shares as to which
outstanding Option, or portions thereof then unexercised, shall be exercisable,
to the end that the proportionate interest of the holder of the Option shall, to
the extent practicable, be maintained as before the occurrence of such event.
Such adjustment in outstanding Option shall be made without change in the total
price applicable to the unexercised portion of the Option but with a
corresponding adjustment in the Option price per share.

         (b) In the event that the Board shall adopt resolutions recommending
the dissolution or liquidation of the Company, any Option granted under this
Agreement shall terminate as of a date to be fixed by the Board, provided that
not less than thirty (30) days' written notice of the date so fixed shall be
given to each Optionee and each such Optionee shall have the right during such
period to exercise his Option as to all or any part of the Shares covered
thereby, including Shares as to which such Option would not otherwise be
exercisable by reason of an insufficient lapse of time.

         (c) In the event of a Reorganization (as hereinafter defined) in which
the Company is not the surviving or acquiring company, or in which the Company
is or becomes a wholly owned subsidiary of another company after the effective
date of the Reorganization, then

                  (i) If there is no plan or agreement respecting the
Reorganization ("Reorganization Agreement") or if the Reorganization Agreement
does not specifically provide for the change, conversion or exchange of the
Shares under outstanding and unexercised stock options for securities of another
corporation, then the Board shall take such action, and the Option shall
terminate, as provided in subparagraph (b) of this Paragraph 4; or

                  (ii) If there is a Reorganization Agreement and if the
Reorganization Agreement specifically provides for the change, conversion, or
exchange of the Shares under outstanding and unexercised stock options for
securities of another corporation, then the Board shall adjust the Shares under


                                       2.
<PAGE>

such outstanding and unexercised stock options in a manner not inconsistent with
the provisions of the Reorganization Agreement for the adjustment, change,
conversion, or exchange of such Shares and such Option.

         (d) The term "Reorganization" as used in subparagraph (c) of this
Paragraph 4 shall mean any statutory merger, statutory consolidation, sale of
all or substantially all of the assets of the Company, or sale, pursuant to an
agreement with the Company, of securities of the Company pursuant to which the
Company is or becomes a wholly owned subsidiary of another company after the
effective date of the Reorganization.

         (e) Adjustments and determinations under this Paragraph 4 shall be made
by the Board, whose decisions shall be final, binding, and conclusive.

         5. EXPIRATION AND TERMINATION OF THE OPTION. This PSO Option shall
expire at 5:00 p.m. Houston, Texas time on April 29, 2009 or prior to such time
as follows (the period from the Grant Date to the date of the expiration of the
PSO Option is defined herein as the "Option Period"):

         (a) Upon termination of the employment of the Option Holder for any
reason other than death, the Option exercisable as of the date of termination
may be exercised by Option Holder within three months after the date of the
termination of employment of the Option Holder. If, as of the date of
termination of employment, the Option Holder has completed at least five full
years of continuous service with the Company, the three month period provided
for in the preceding sentence shall be increased to six months. The
determination of whether the Option Holder has completed such period of service
shall be made by the Company's Board of Directors.

         (b) Upon termination of the employment of the Option Holder by reason
of the death of the Option Holder, all the shares under the Option without
regard to whether exercisable as of the date of the Option Holder's death, may
be exercised by the personal representative of the deceased Option Holder,
within 12 months of the date of the Option Holder's death.

         6. TRANSFERABILITY. The Option may not be transferred except by will or
pursuant to the laws of descent and distribution, and it shall be exercisable
during the Option Holder's life only by him, and after his death, only by those
entitled to do so under his will or the applicable laws of descent and
distribution.

         7. COMPLIANCE WITH SECURITIES LAWS. Upon the acquisition of any Shares
pursuant to the exercise of the Option herein granted, the Option Holder or any
person acting under Section 5(b) will enter into such written representations,
warranties and agreements as the Company may reasonably request in order to
comply with applicable securities laws or with this Agreement.

         8. LEGENDS ON CERTIFICATES. The Certificates representing the Shares
purchased by exercise of an Option will be stamped or otherwise imprinted with
legends in such form as the Company or its counsel may require with respect to
any applicable restrictions on sale or transfer and the stock transfer records
of the Company will reflect stock_transfer instructions with respect to such
shares.

         9. WITHHOLDING.

         (a) Arrangement for Withholding. The Option Holder hereby agrees to
make appropriate arrangements with the Company to provide for the amount of
additional tax withholding under Sections 3102


                                       3.
<PAGE>

and 3402 of the Internal Revenue Code and applicable state income tax laws, if
any, resulting from the exercise of the Option. If such arrangements are not
made, the Company may refuse to issue any Shares to the Option Holder.

         (b) Withholding Election. The Option Holder may elect to pay all such
amounts of tax withholding, or any part thereof, by electing to transfer to the
Company, or to have the Company withhold from shares otherwise issuable to the
Option Holder, Shares having a value equal to the amount required to be withheld
or such lesser amount as may be elected by the Option Holder provided that all
such elections shall be subject to the approval or disapproval of the Company's
Board of Directors. The value of Shares to be withheld shall be based on the
Designated Value of the Common Stock on the date that the amount of tax to be
withheld is to be determined.

         10. ACKNOWLEDGMENT OF OPTION HOLDER. The Option Holder acknowledges
having received and read this Agreement and agrees to comply with all laws,
rules and regulations applicable to the grant and exercise of the Option and the
sale or other disposition of the Common Stock.

         11. MISCELLANEOUS.

         (a) Notices. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be given by first class registered or
certified mail, postage prepaid, or by personal delivery to the appropriate
party, addressed:

                  (i) If to the Company, to the Company at its principal place
of business at Alvin, Texas (Attention: Corporate Secretary) or at such other
address as may have been furnished to the Option Holder in writing by the
Company; or

                  (ii) If to the Option Holder, to the Option Holder at his
address on file with the Company, or at such other address as may have been
furnished to the Company by the Option Holder.

         Any such notice shall be deemed to have been given as of the fourth day
after deposit in the United States Postal Service, postage prepaid, properly
addressed as set forth above, in the case of mailed notice, or as of the date
delivered in the case of personal delivery.

         (b) Amendment. The Board of Directors may make any adjustment in the
Option Price, the number of Shares subject to, or the terms of the Option by
amendment or by substitution of an outstanding Option. Such amendment or
substitution may result in terms and conditions (including Option Price, the
number of Shares covered, Vesting Schedule or Option Period) that differ from
the terms and conditions of this Option. The Board of Directors may not,
however, adversely affect the rights of the Option Holder without the consent of
the Option Holder. If such action is made by amendment, the effective date of
such amendment will be the date of the original grant of this Option. Except as
provided herein, this Agreement may not be amended or otherwise modified unless
evidenced in writing and signed by the Company and the Option Holder.

         (c) Severability. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, and each other provision of this Agreement shall be
severable and enforceable to the extent permitted by law.



                                       4.
<PAGE>

         (d) Waiver. Any provision contained in this Agreement may be waived,
either generally or in any particular instance, by the Company.

         (e) Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the Company and the Option Holder and their respective heirs,
executors, administrators, legal representatives, successors and assigns.

         (f) Rights to Employment. Nothing contained in this Agreement shall be
construed as giving the Option Holder any right to be retained in the employ of
the Company and this Agreement is limited solely to governing the rights and
obligations of the Option Holder with respect to the Common Stock and the
Option.

         (g) Gender and Number. Except when otherwise indicated by the context,
the masculine gender shall also include the feminine gender, and the definition
of any term herein in the singular shall also include the plural.

         (h) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.

         (i) "Fair Market Value" means the closing price of the Common Stock
reported on the composite tape or other reporting medium (for securities listed
on the American Stock Exchange or other primary market or exchange on which the
Common Stock is traded) as of the relevant date; provided, however, that if the
Common Stock does not trade on the relevant date, such price shall be determined
based upon the closing price of the Common Stock on the next preceding date on
which trades occurred; and provided further, however, that should the primary
market or exchange on which the Common Stock is traded adopt a continuous
twenty-four hour trading policy, "Fair Market Value" for purposes of this Plan
shall mean the price of the Common Stock on the last trade prior to 4:30 p.m.,
New York time, on any relevant date.

                  IN WITNESS WHEREOF, the parties have executed this Agreement
on the date(s) set forth below.

                                               TEAM, INC.

                                               By:    /s/ PHILIP J. HAWK
                                                   -----------------------------
                                               Name:    Philip J. Hawk
                                               Title:   Chief Executive Officer

                                               OPTION HOLDER


                                                    /s/ GEOFFREY P. GILMORE
                                               ---------------------------------
                                                      Geoffrey P. Gilmore



                                       5.

<PAGE>






                                    EXHIBIT A

                                Vesting Schedule

                  Vesting of the PSO Option covered by this Agreement shall
occur if the following performance targets at Climax are met during any fiscal
year of the next five fiscal years (i.e., FYE May 31, 2000 through FYE May 31,
2005):

<Table>
<Caption>

                  LEVELS                                                                OPTIONS VESTED
                  ------                                                                --------------
<S>                                                                                    <C>
      LEVEL 1:

      If Climax earnings (excluding earnings on
      equipment sales to Team) before goodwill                                             5,000 Shares
      amortization are greater than $1.5 million.

      LEVEL 2:

      If Climax earnings (excluding earnings on
      equipment sales to Team) before goodwill
      amortization are greater than $2.0 million.                                          5,000 Shares

      LEVEL 3:

      If Climax earnings (excluding earnings on
      equipment sales to Team) before goodwill                                            10,000 Shares
      amortization are greater than $2.5 million.
</Table>


NOTE: All levels can be earned in the same year.

In the event of a Reorganization in which the Company is not the surviving or
acquiring company, or in which the Company is or becomes a wholly owned
subsidiary of another company after the effective date of the Reorganization,
then all options under this agreement will become fully vested at that time.





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.C
<SEQUENCE>7
<FILENAME>h92580ex99-c.txt
<DESCRIPTION>STOCK OPTION AGREEMENT - TEAM INC & B DAL MILLER
<TEXT>
<PAGE>

                                  EXHIBIT 99(c)

                         STOCK OPTION AGREEMENT BETWEEN
                          TEAM, INC. AND B. DAL MILLER




<PAGE>

                                   TEAM, INC.

                             STOCK OPTION AGREEMENT

         THIS STOCK OPTION AGREEMENT (the "Agreement") is made effective as of
July 5, 2001 (the "Effective Date") between Team, Inc., a Texas corporation (the
"Company" or "Team") and B. Dal Miller ("Miller" or "Option Holder").

         WHEREAS, the Company purchased all of the issued and outstanding shares
of the capital stock of X-Ray Inspection, Inc., ("X-Ray Inc.") a Louisiana
corporation, from Miller and E. Patrick Manuel pursuant to a Stock Purchase
Agreement dated April 9, 1999 (the "Purchase Agreement"), and,

         WHEREAS, the Company, Miller and Manuel amended the Purchase Agreement
by a written document made effective July 5, 2001 (the " Exchange Agreement")
which provides among other things for Miller to relinquish his entitlement to
receive additional consideration (the "Earn-out") pursuant to the Purchase
Agreement in exchange for an option to acquire 100,000 Shares of Team common
stock;

         NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the receipt, and sufficiency and adequacy of which are hereby
acknowledged, the parties agree as follows:

         5. GRANT OF OPTION. The Company hereby grants Miller the Option (the
"Option") to purchase 100,000 Shares of Team common stock, $0.30 par value (the
"Shares") from Team for a purchase price of $3.50 per Share (the "Option Price")
subject to the terms and conditions of this Agreement in exchange for which
Miller hereby transfers and relinquishes to Team any and all Earn Out payments
pursuant to the Purchase Agreement.


         6. OPTION PERIOD--VESTING. This Option may be exercised in whole or in
part at any time prior to the termination of the Option Period as determined
pursuant to Section 5 below, subject however to the limitation that the Option
shall be exercisable in increments ratably as set forth in Exhibit A hereto (the
"Vesting Schedule"); provided, however, that notwithstanding the Vesting
Schedule, the Option shall immediately become fully vested and exercisable with
respect to all Shares covered by the Option if while Miller is an employee of
the Company: (i) a Change of Control Transaction (as that term is defined in
Section 15.i below) occurs, or (ii) the Adjusted EBIT (as defined by and
determined pursuant to Section 15.j below) from Team's Mechanical Inspection
Services Segment for either of Team's fiscal years ending May 31, 2002 or
May 31, 2003 equals or exceeds $2,000,000. The Board of Directors of the
Company, in its sole discretion, may waive the Vesting Schedule and, upon
written notice to the Option Holder, accelerate the earliest date or dates in
which the Option granted hereunder is exercisable. The Option granted by this
Agreement is the Option described in the July 2001 Exchange Agreement.



<PAGE>

         7. METHOD FOR EXERCISING THE OPTION. The vested portion of the Option
may be exercised in whole or in part only by delivery in person or through
certified or registered mail to the Company at its principal office in Alvin,
Texas (attention: Corporate Secretary) of written notice specifying the number
of Shares with respect to which the Option is being exercised. The notice must
be accompanied by payment of the Option Price for the portion of the Option
being exercised. Payment of the Option Price for the Shares being purchased
shall be made in full by one or a combination of the following two methods:

                  a. In cash or by certified or cashier's check payable to Team,
Inc.; or,

                  b. The delivery to the Company of a properly executed notice
of exercise together with irrevocable instructions to a broker to deliver
promptly to the Company, in payment of the Option Price, the amount of the cash
proceeds of the sale of Shares or a loan from the broker to the Option Holder
sufficient, in each case, to pay the Option Price, and in a form satisfactory to
the Corporate Secretary.

                  Upon such notice to the Corporate Secretary and payment in
full of the amount of the Option Price being exercised, the exercise of the
Option shall be deemed to be effective, and a properly executed certificate or
certificates representing the Shares so purchased shall be issued by the Company
and delivered to the Option Holder or the agent designated by the Option Holder.

         8. ADJUSTMENTS. The adjustments described in this Section 8 shall be
made to the Option in the event of the occurrence of any of the events described
in Subsections 8(a), 8(b) or 8(c) irrespective of whether such event results in
a Change of Control Transaction as defined in Section 15.i:

                  (a) In the event that the outstanding Shares of the Company
         are hereafter increased or decreased or changed into or exchanged for a
         different number or kind of shares or other securities of the Company
         or of another corporation, by reason of a recapitalization,
         reclassification, stock split-up, combination of shares, or dividend or
         other distribution payable in capital stock, appropriate adjustment
         shall be made by the Board in the number and kind of shares as to which
         the outstanding Option, or portions thereof then unexercised, shall be
         exercisable, to the end that the proportionate interest of the Option
         Holder shall, to the extent practicable, be maintained as before the
         occurrence of such event. Such adjustment in the outstanding Option
         shall be made without change in the total price applicable to the
         unexercised portion of the Option but with a corresponding adjustment
         in the Option price per share.

                  (b) In the event that the Board shall adopt resolutions
         recommending the dissolution or liquidation of the Company, any Option
         granted under this Agreement shall terminate as of a date to be fixed
         by the Board, provided that not less than thirty (30) days' written
         notice of the date so fixed shall be given to Option Holder and Option
         Holder shall have the right during such period to exercise the Option
         as to all or any part of the shares covered thereby, including shares
         as to which such Option would not otherwise be exercisable by reason of
         an insufficient lapse of time.

                  (c) In the event of a Reorganization (as hereinafter defined)
         in which the Company is not the surviving or acquiring company, or in
         which the Company is or



                                       2.
<PAGE>

         becomes a wholly owned subsidiary of another company after the
         effective date of the Reorganization, then

                           (i) If there is no plan or agreement respecting the
                  Reorganization ("Reorganization Agreement") or if the
                  Reorganization Agreement does not specifically provide for the
                  change, conversion or exchange of the Shares under outstanding
                  and unexercised stock options for securities of another
                  corporation, then the Option shall terminate on the date fixed
                  by the Board, provided that not less than 30 days' written
                  notice of the date so fixed shall be given to the Option
                  Holder and Option Holder shall have the right during such
                  period to exercise the Option as to all or any part of the
                  Shares covered thereby; or

                           (ii) If there is a Reorganization Agreement and if
                  the Reorganization Agreement specifically provides for the
                  change, conversion, or exchange of the Shares under
                  outstanding and unexercised stock options for securities of
                  another corporation, then the Board shall adjust the Shares
                  under such outstanding and unexercised stock options in a
                  manner not inconsistent with the provisions of this Agreement
                  such that the total price applicable to the unexercised
                  portion of the Option does not change.

                  (d) The term "Reorganization" as used in subparagraph (c) of
         this Paragraph 8 shall mean any statutory merger, statutory
         consolidation, sale of all or substantially all of the assets of the
         Company, or sale, pursuant to an agreement with the Company, of
         securities of the Company pursuant to which the Company is or becomes a
         wholly owned subsidiary of another company after the effective date of
         the Reorganization.

                  (e) Adjustments and determinations under this Paragraph 8
         shall be made by the Board, whose decisions shall be final, binding,
         and conclusive.


         9. EXPIRATION AND TERMINATION OF THE OPTION. This Option shall expire
at 5:00 p.m. Houston, Texas time on July 4, 2011 or prior to such time as
hereafter provided (the period from the Effective Date to the date of the
expiration of the Option is defined herein as the "Option Period"):


                  a. Upon termination of the employment of the Option Holder for
any reason other than death or termination by the Company without cause, , the
Option exercisable (i.e.,to the extent vested) as of the date of termination may
be exercised by Option Holder within three months after the date of the
termination of employment of the Option Holder. If, as of the date of
termination of employment, the Option Holder has completed at least five full
years of continuous service with the Company, the three month period provided
for in the preceding sentence shall be increased to six months. The reasonable
determination of whether the Option Holder has completed such period of service
shall be made by the Company's Board of Directors; provided, however, it is
acknowledged that the Option Holder commenced his employment with the Company on
April 9, 1999.


                                       3.
<PAGE>

                  b. Upon termination of the employment of the Option Holder by
reason of the death of the Option Holder, all the shares under the Option
without regard to whether exercisable (i.e.,vested) as of the date of the Option
Holder's death, may be exercised by the personal representative of the deceased
Option Holder within 12 months of the date of the Option Holder's death.

                  c. Upon termination of the employment of the Option Holder by
the Company without cause, the Option exercisable (i.e., to the extent vested)
as of the date of termination may be exercised by Option Holder within twelve
(12) months after the date of termination of employment of Option Holder by the
Company.

         10. TRANSFERABILITY. The Option may not be transferred except by will
or pursuant to the laws of descent and distribution, and it shall be exercisable
during the Option Holder's life only by him, and after his death, only by those
entitled to do so under his will or the applicable laws of descent and
distribution.

         11. COMPLIANCE WITH SECURITIES LAWS. Upon the acquisition of any Shares
pursuant to the exercise of the Option herein granted, the Option Holder or any
person acting under Section 9(b) will enter into such written representations,
warranties and agreements as the Company may reasonably request in order to
comply with applicable securities laws or with this Agreement.

         12. LEGENDS ON CERTIFICATES. The Certificates representing the Shares
purchased by exercise of an Option will be stamped or otherwise imprinted with
legends in such form as the Company or its counsel may require with respect to
any applicable restrictions on sale or transfer and the stock transfer records
of the Company will reflect stock-transfer instructions with respect to such
shares.

         13. TAX LIABILITY. Option Holder covenants that he shall be solely
responsible for the payment of any and all federal, state and local taxes that
are hereafter determined to be due at any time with respect to the grant and/or
exercise of the Option and the issuance of the Shares. Option Holder further
covenants that he will pay all taxes as the same become due with respect to the
grant and/or exercise of the Option and the issuance of the Shares and Option
Holder further covenants that he shall indemnify and hold Team harmless from and
against any and all claims that may hereafter be asserted by any party including
any federal, state or local taxing authorities for taxes, interest and/or
penalties with respect to the grant and/or exercise of the Option and or the
issuance of the Shares covered by the Option, excluding taxes due by Team to a
taxing authority related to an income tax liability of Team related to
termination of the Earn Out and/or the grant of the Option.

         14. ACKNOWLEDGMENT OF OPTION HOLDER. The Option Holder acknowledges
having received and read this Agreement and agrees to comply with all laws,
rules and regulations applicable to the grant and exercise of the Option and the
sale or other disposition of the Shares covered by this Option Agreement. Option
Holder further represents that he has conferred with and relied exclusively upon
the advise of his own attorneys and accountants in making his decision to enter
into this Option Agreement.

         15. MISCELLANEOUS.

                  a. Notices. Any notice required or permitted to be given under
this Agreement shall be in writing and shall be given by first class registered
or certified mail, postage prepaid, or by personal delivery to the appropriate
party, addressed:


                                       4.
<PAGE>

                           i. If to the Company, to the Company at its principal
place of business at Alvin, Texas (Attention: Corporate Secretary) or at such
other address as may have been furnished to the Option Holder in writing by the
Company; or

                           ii. If to the Option Holder, to the Option Holder at
his address on file with the Company, or at such other address as may have been
furnished to the Company by the Option Holder.

Any such notice shall be deemed to have been given as of the fourth day after
deposit in the United States Postal Service, postage prepaid, properly addressed
as set forth above, in the case of mailed notice, or as of the date delivered in
the case of personal delivery.

                  b. Amendment. The Board of Directors may make any adjustments
that differ from the terms and conditions of this Option; provided, however, THE
BOARD OF DIRECTORS CAN NOT, ADVERSELY AFFECT THE RIGHTS OF THE OPTION HOLDER
WITHOUT THE CONSENT OF THE OPTION HOLDER. If such action is made by amendment,
the effective date of such amendment will be the date of the original grant of
this Option. Except as provided herein, this Agreement may not be amended or
otherwise modified unless evidenced in writing and signed by the Company and the
Option Holder.

                  c. Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, and each other provision of this
Agreement shall be severable and enforceable to the extent permitted by law.

                  d. Waiver. Any provision contained in this Agreement may be
waived, either generally or in any particular instance, by the Company.

                  e. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the Company and the Option Holder and their respective
heirs, executors, administrators, legal representatives, successors and assigns.

                  f. Rights to Employment. Nothing contained in this Agreement
shall be construed as giving the Option Holder any right to be retained in the
employ of the Company and this Agreement is limited solely to governing the
rights and obligations of the Option Holder with respect to the Shares and the
Option.

                  g. Gender and Number. Except when otherwise indicated by the
context, the masculine gender shall also include the feminine gender, and the
definition of any term herein in the singular shall also include the plural.

                  h. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.

                  i. "Change of Control Transaction" shall for purposes of
Section 2 of this Option Agreement mean the occurrence of any of the following:
(i) the consummation of any "Business Combination", as such term is defined in
the Restated Articles of Incorporation of Team filed with the Secretary of State
of Texas on November 15, 1989; (ii) Team merges or consolidates with any other
entity other than a merger or consolidation of Team which would result in the
voting stock of Team outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by


                                       5.
<PAGE>

being converted into voting securities of the surviving entity ) at least 70% of
the total voting power represented by the voting securities of Team or such
surviving entity immediately thereafter; (iii) Team sells all or substantially
all of its assets to any other person or entity or group of persons acting in
concert, or (iv) Team is liquidated or dissolved, or (v) if any third person or
entity together with its affiliated or subsidiary entities shall become,
directly or indirectly, the beneficial owner of at least 30% of the voting stock
of Team, or if (vi) the individuals who constitute the members of Team's Board
of Directors as of the Effective Date(the "Incumbent Board") cease for any
reason to constitute at least a majority thereof, provided that any person
becoming a director whose election or nomination for election by Team's
shareholders was approved by a vote of 80% of the directors compromising the
Incumbent Board (either by specific vote or by approval of the proxy statement
of Team in which such person is named as a nominee for director, without
objection to such nomination) shall be, for purposes of this clause (vi),
considered as though such person were a member of the Incumbent Board.

                  j. "Adjusted EBIT from Team's Mechanical Inspection Services
Segment" shall for purposes of Section 2 of this Option Agreement mean the
amount of the consolidated earnings before interest, taxes and goodwill that
arise directly in connection with all of Team's Mechanical Inspection Services
that are conducted through Team's branch operations including X Ray Inc. for
which Miller has direct management responsibility plus the positive amount of
the earnings before interest, taxes and goodwill that arise directly in
connection with Team's Mechanical Inspections Services for which Miller does not
have direct management responsibility. The determination of the amount of
Adjusted EBIT from Team's Mechanical Inspection Services will be determined in
the following manner: as promptly as practical after the close of each of its
fiscal years ending May 31, 2002 and May 31, 2003, Team shall deliver to Miller
and to Team's outside independent auditors ("Team's Auditors") a statement
("Team's EBIT Calculation") setting forth Team's calculation of Adjusted EBIT
from Team's Mechanical Inspection Services Segment for such fiscal year along
with Team's direction for Team's Auditors to review Team's EBIT Calculation. As
promptly as practical thereafter but not later than August 31 following the end
of each such fiscal year, Team will deliver to Miller, Team's audit report for
such fiscal year along with an agreed upon procedure report issued by Team's
Auditors with respect to Team's EBIT Calculation.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
dates set forth below to be effective as of the 5th day of July, 2001.


                                       TEAM, INC.


                                       By:  /s/ PHILLIP J. HAWK
                                           -------------------------------------
                                            Philip J. Hawk,
                                            Chairman and Chief Executive Officer


                                       OPTION HOLDER


                                            /s/ B. DAL MILLER
                                           -------------------------------------
                                            B. Dal Miller



                                       6.
<PAGE>



                                    EXHIBIT A

                                VESTING SCHEDULE


<Table>
<Caption>

         CONDITIONS TO VESTING                                                  AMOUNT EXERCISABLE
         ---------------------                                                  ------------------

<S>                                                                 <C>

  Upon the continuous employment by Option                          Cumulative proportion of the Common Stock as
  Holder through the applicable date                                to all or part of which the Option can be
  indicated below:                                                  exercised after satisfaction of the respective
                                                                    conditions to vesting:

           1.       May 31, 2002                                                          25%
           2.       May 31, 2003                                                          50%
           3.       May 31, 2004                                                          75%
           4.       May 31, 2005                                                         100%
</Table>





</TEXT>
</DOCUMENT>
</SUBMISSION>
