
<PAGE>   1

                                                               EXHIBIT (a)(1)(A)

                                   TEAM, INC.

                           OFFER TO PURCHASE FOR CASH
                   UP TO 1,200,000 SHARES OF ITS COMMON STOCK
                               AT $3.00 PER SHARE

 THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
  MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, JUNE 6, 2001, UNLESS THE TENDER
                               OFFER IS EXTENDED.

     Team, Inc. is offering to purchase, for a price of $3.00 per share in cash,
up to 1,200,000 shares of its common stock, under the terms and conditions set
forth in this document and the related Letter of Transmittal (which together, as
they may be amended and supplemented from time to time, present the tender
offer).

     All shares properly tendered and not properly withdrawn will be purchased
for $3.00 per share, under the terms and conditions of the tender offer,
including the odd lot and proration provisions. We reserve the right, in our
sole discretion, to purchase more than 1,200,000 shares of our Common Stock in
the tender offer, subject to applicable law. Shares not purchased because of
proration provisions will not be purchased in the tender offer.

     Shares not purchased in the tender offer will be returned to the tendering
shareholders at our expense as promptly as practicable after the expiration of
the tender offer. We reserve the right to purchase all shares duly tendered by
any shareholder who tenders all shares owned beneficially or of record and who,
as a result of proration, would then beneficially or of record own an aggregate
of fewer than 100 shares. If you own beneficially or of record less than 100
shares (other than shares held in the Team, Inc. Salary Deferral Plan ("401(k)
Plan") and Employee Stock Ownership Plan ("ESOP;" collectively, the 401(k) Plan
and the ESOP are referred to as the "Employee Plans"), which will not be
entitled to priority), properly tender all of them before the tender offer
expires and complete the section entitled "Odd Lots" in the related Letter of
Transmittal, we will purchase all of your shares without subjecting them to the
proration procedure. See Section 1.

     THE TENDER OFFER IS NOT CONDITIONED ON THE TENDER OF ANY MINIMUM NUMBER OF
SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER
CONDITIONS. SEE SECTION 6.

     OUR BOARD OF DIRECTORS HAS APPROVED THE TENDER OFFER.  HOWEVER, NEITHER WE
NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER YOU
SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES. YOU MUST MAKE YOUR OWN
DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO
TENDER. OUR DIRECTORS AND EXECUTIVE OFFICERS HAVE INFORMED US THAT THEY DO NOT
INTEND TO PARTICIPATE IN THE TENDER OFFER.

     Our Common Stock is listed and traded on the American Stock Exchange under
the trading symbol "TMI." On April 3, 2001, the last trading day before the date
of the public announcement of the tender offer, the last reported closing price
of the shares on the American Stock Exchange was $2.39. We urge you to obtain
current market quotations for the shares. See Section 7.

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

               The date of this Offer to Purchase is May 9, 2001.
<PAGE>   2

                                   IMPORTANT

     If you wish to tender all or any part of your shares, you should either:

          (1) (a) complete and sign a Letter of Transmittal according to the
     instructions in the enclosed Letter of Transmittal and mail or deliver it,
     together with any required signature guarantee and any other required
     documents, to Computershare Trust Company of New York, the Depositary for
     the tender offer, and mail or deliver the certificates for your shares to
     the Depositary together with any other documents required by the Letter of
     Transmittal or (b) tender the shares according to the procedure for
     book-entry transfer described in Section 3, or

          (2) request a broker, dealer, commercial bank, trust company or other
     nominee to tender your shares for you.

     If your shares are registered in the name of a broker, dealer, commercial
bank, trust company or other nominee, you should contact that person if you
desire to tender your shares. If you desire to tender your shares and

          (1) your certificates for the shares are not immediately available or
     cannot be delivered to the Depositary, or

          (2) you cannot comply with the procedure for book-entry transfer, or

          (3) your other required documents cannot be delivered to the
     Depositary by the expiration of the tender offer,

you must tender your shares according to the guaranteed delivery procedure
described in Section 3.

     Participants in the Employee Plans who wish to tender any of their shares
held in this plan must follow the separate instructions and procedures described
in Section 3 of this document.

     Questions and requests for assistance may be directed to MacKenzie
Partners, Inc., the Information Agent for the tender offer, at its address and
telephone numbers set forth on the back cover page of this document. Requests
for additional copies of this document, the related Letter of Transmittal or the
Notice of Guaranteed Delivery may be directed to the Information Agent.

     WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF
AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES IN THE
TENDER OFFER. WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATION IN CONNECTION WITH THE TENDER OFFER OTHER THAN THOSE
CONTAINED IN THIS DOCUMENT OR IN THE RELATED LETTER OF TRANSMITTAL. YOU MUST NOT
RELY ON ANY RECOMMENDATION OR ANY INFORMATION OR REPRESENTATION GIVEN OR MADE BY
ANY OTHER PERSON.

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<PAGE>   3

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
THE TENDER OFFER............................................    1
1.  Number of Shares; Proration.............................    1
2.  Purpose of the Tender Offer; Material Effects of the
    Tender Offer............................................    2
3.  Procedures for Tendering Shares.........................    4
4.  Withdrawal Rights.......................................    8
5.  Purchase of Shares and Payment of Purchase Price........    8
6.  Conditions of the Tender Offer..........................    9
7.  Price Range of Shares...................................   11
8.  Source and Amount of Funds..............................   11
9.  Certain Information Concerning Us.......................   11
10. Interests of Directors and Executive Officers;
    Transactions and Arrangements Concerning   Shares.......   16
11. Effects of the Tender Offer on the Market for Shares;
    Registration Under the Exchange Act.....................   18
12. Legal Matters; Regulatory Approvals.....................   19
13. United States Federal Income Tax Consequences...........   19
14. Extension of the Tender Offer; Termination; Amendment...   22
15. Fees and Expenses.......................................   22
16. Miscellaneous...........................................   23
</TABLE>

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                           FORWARD-LOOKING STATEMENTS

     This Offer to Purchase, including the Summary Term Sheet and Sections 2, 6
through 9 and 11 through 14, contains statements that are not historical facts
and constitute projections, forecasts or forward-looking statements. These
statements may be identified by the use of forward-looking words or phrases such
as "anticipate," "believe," "expect," "intend," "may," "planned," "potential,"
"should," "will" and "would." Such forward-looking statements are inherently
subject to known and unknown risks and uncertainties. Our actual actions or
results may differ materially from those expected or anticipated in the
forward-looking statements. Specific factors that might cause such a difference,
include, but are not limited to:

     - domestic and international economic activity;

     - interest rates;

     - economic conditions for our customers;

     - regulatory changes and legal proceedings; and

     - our successful implementation of our internal operating plans.

     In addition, please refer to our documents filed with the SEC, including
our most recent Quarterly Report on Form 10-Q/A, for more information on these
and other risk factors. We undertake no obligation to make any revisions to the
forward-looking statements contained in this document or to update them to
reflect events or circumstances occurring after the date of this document.

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<PAGE>   5

                               SUMMARY TERM SHEET

     We are providing this summary term sheet for your convenience. It
highlights the most material information in this document, but you should
realize that it does not describe all of the details of the tender offer to the
same extent described in this document. We urge you to read the entire document
and the related Letter of Transmittal because they contain the full details of
the tender offer. We have included references to the Sections of this document
where you will find a more complete discussion.

WHO IS OFFERING TO PURCHASE MY SHARES?

     TEAM, Inc. is offering to purchase your shares of TEAM common stock.

WHAT WILL THE PURCHASE PRICE FOR THE SHARES BE?

     The purchase price will be $3.00 per share. We will pay this purchase price
in cash, without interest, for all the shares we purchase under the tender
offer. See Section 1.

HOW MANY SHARES WILL YOU PURCHASE?

     We will purchase 1,200,000 shares in the tender offer, or if less than
1,200,000 shares are properly tendered, all properly tendered shares. In
addition, we expressly reserve the right to purchase an additional 2% of our
outstanding shares of Common Stock and could decide to purchase more shares
subject to applicable legal requirements. See Section 1. The tender offer is not
conditioned on any minimum number of shares being tendered. See Section 6.

HOW WILL YOU PAY FOR THE SHARES?

     We plan to fund the tender offer from borrowings under our current credit
facility. See Section 8.

HOW LONG DO I HAVE TO TENDER MY SHARES?

     You may tender your shares until Wednesday, June 6, 2001, at 12:00
midnight, New York City time, unless we extend the tender offer. See Section 1.
We may choose to extend the tender offer for any reason. See Section 14.

HOW WILL I BE NOTIFIED IF YOU EXTEND THE TENDER OFFER?

     We will issue a press release by 9:00 a.m., New York City time, on the
business day after the previously scheduled expiration date if we decide to
extend the tender offer. See Section 14.

ARE THERE ANY CONDITIONS TO THE TENDER OFFER?

     Yes. The tender offer is subject to conditions such as the absence of court
and governmental action prohibiting the tender offer and changes in general
market conditions or our business that, in our judgment, are or may be
materially adverse to us. See Section 6.

HOW DO I TENDER MY SHARES?

     To tender your shares, prior to 12:00 midnight, New York City time, on
Wednesday, June 6, 2001, unless we extend the tender offer:

     - you must deliver your share certificate(s) and a properly completed and
       duly executed Letter of Transmittal to the Depositary at the address
       appearing on the back cover page of this document; or

     - the Depositary must receive a confirmation of receipt of your shares by
       book-entry transfer and a properly completed and duly executed Letter of
       Transmittal; or

     - you must comply with the guaranteed delivery procedure.

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<PAGE>   6

     You may also contact the Information Agent for assistance. See Section 3
and the instructions to the Letter of Transmittal.

     Participants in the Employee Plans who wish to tender any of their shares
held in their accounts under the Employee Plans must instruct Wells Fargo Bank
Texas, N.A., the Master Plan Sponsor and Trustee, to tender their shares at
least three business days before the expiration of the offer by following the
separate instructions and procedures described in Section 3.

ONCE I HAVE TENDERED SHARES IN THE TENDER OFFER, CAN I WITHDRAW MY TENDER?

     You may withdraw any shares you have tendered at any time before 12:00
midnight, New York City time, on Wednesday, June 6, 2001, unless we extend the
tender offer. If we have not accepted for payment the shares you have tendered
to us, you may also withdraw your shares after 12:00 midnight, New York City
time, on Thursday, July 5, 2001. See Section 4.

HOW DO I WITHDRAW SHARES I PREVIOUSLY TENDERED?

     You must deliver on a timely basis a written or facsimile notice (confirmed
by telephone) of your withdrawal to the Depositary at the address appearing on
the back cover page of this document. Your notice of withdrawal must specify
your name, the number of shares to be withdrawn and the name of the registered
holder of such shares. Some additional requirements apply if the certificates
for shares to be withdrawn have been delivered to the Depositary or if your
shares have been tendered under the procedure for book-entry transfer set forth
in Section 3. See Section 4.

ARE YOU OR IS YOUR BOARD OF DIRECTORS RECOMMENDING THAT I PARTICIPATE IN THE
TENDER OFFER?

     Our Board of Directors has approved the tender offer on behalf of TEAM.
However, neither we nor our Board of Directors makes any recommendation to you
as to whether you should tender or refrain from tendering your shares. You must
make your own decision as to whether to tender your shares and, if so, how many
shares to tender and the price or prices at which your shares should be
tendered. Our directors and executive officers have informed us that they do not
intend to participate in the tender offer. See Section 10.

IF I OWN LESS THAN 100 SHARES, AND I TENDER ALL OF MY SHARES, WILL I BE SUBJECT
TO PRORATION?

     If you own beneficially or of record less than 100 shares (other than
shares held in our Employee Plans, which will not have priority), tender all of
them before the tender offer expires and complete the section entitled "Odd
Lots" in the Letter of Transmittal, we will purchase all of your shares without
subjecting them to the proration procedure. See Section 1.

WHEN WILL YOU PAY FOR THE SHARES I TENDER?

     We will pay the purchase price, net in cash, without interest, for the
shares we purchase promptly after the expiration of the tender offer and our
acceptance of the shares for payment. See Section 5.

WILL I HAVE TO PAY BROKERAGE COMMISSIONS IF I TENDER MY SHARES?

     If you are a registered shareholder and you tender your shares directly to
the Depositary, you will not incur any brokerage commissions. If you hold shares
through a broker or bank, we urge you to consult your broker or bank to
determine whether transaction costs are applicable. See Section 2.

WHAT ARE THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES IF I TENDER MY
SHARES?

     Your receipt of cash for your tendered shares will be treated either as (1)
a sale or exchange of the tendered shares, in which case you will recognize
capital gain or loss with respect to the tendered shares or (2) a distribution
treated as a dividend (taxable as ordinary income) to the extent of your share
of any of our current or accumulated earnings and profits and with respect to
any excess of the distribution over

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<PAGE>   7

your share of any of our earnings and profits, as a return of capital to the
extent of your tax basis in your shares and as capital gain to the extent of any
balance of the distribution. See Section 13.

WILL I HAVE TO PAY STOCK TRANSFER TAX IF I TENDER MY SHARES?

     If you instruct the Depositary in the Letter of Transmittal to make the
payment for the shares to the registered holder, you will not incur any stock
transfer tax. See Section 5.

WHO CAN I TALK TO IF I HAVE QUESTIONS?

     The Information Agent can help answer your questions. The Information Agent
is MacKenzie Partners, Inc. Their telephone number is (800) 322-2885.

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<PAGE>   8

                                THE TENDER OFFER

1. NUMBER OF SHARES; PRORATION.

     General.  Under the terms and conditions of the tender offer, we will
purchase 1,200,000 shares of our Common Stock, or if less than 1,200,000 of
shares are properly tendered and not properly withdrawn in accordance with
Section 4 before the scheduled expiration date of the tender offer, all shares
that are properly tendered and not properly withdrawn, at a single purchase
price of $3.00 per share, net to the seller in cash, without interest.

     The term "expiration date" means 12:00 midnight, New York City time, on
Wednesday, June 6, 2001, unless and until we, in our sole discretion, extend the
period of time during which the tender offer will remain open, in which event
the term "expiration date" refers to the latest time and date at which the
tender offer, as so extended by us, will expire. See Section 14 for a
description of our right to extend, delay, terminate or amend the tender offer.
In accordance with the rules of the Securities and Exchange Commission, we may,
and we expressly reserve the right to, purchase under the tender offer an
additional amount of shares not to exceed 2% of our outstanding shares of Common
Stock without amending or extending the tender offer. See Section 14. In the
event of an over-subscription of the tender offer as described below, shares
tendered will be subject to proration, except for odd lots. The proration period
and withdrawal rights expire on the expiration date.

     If (1)(a) we increase or decrease the price to be paid for shares, (b) we
increase the number of shares being sought in the tender offer and that increase
in the number of shares being sought exceeds 2% of our outstanding shares of
Common Stock, or (c) we decrease the number of shares being sought and (2) the
tender offer is scheduled to expire at any time earlier than the tenth business
day after the date that notice of any such increase or decrease is first
published, sent or given in the manner specified in Section 14, the tender offer
will be extended for a period of ten business days. Any period measured in
business days includes the first day of the period. For the purposes of the
tender offer, a "business day" means any day other than a Saturday, Sunday or
United States federal holiday and consists of the time period from 12:01 a.m.
through 12:00 midnight, New York City time.

     The tender offer is not conditioned on the tender of any minimum number of
shares being tendered. The tender offer is, however, subject to other
conditions. See Section 6.

     If the number of shares properly tendered and not properly withdrawn prior
to the expiration date is less than or equal to 1,200,000 shares, or a greater
number of shares as we may elect to purchase, subject to applicable law, we
will, upon the terms and subject to the conditions of the tender offer, purchase
all shares so tendered at the purchase price.

     Priority of Purchases.  Under the terms and conditions of the tender offer,
if more than 1,200,000 shares, or a greater number of shares as we may elect to
purchase, subject to applicable law, have been properly tendered and not
properly withdrawn before the expiration date, we will purchase properly
tendered shares on the basis set forth below:

          (1) We will purchase all shares properly tendered and not properly
     withdrawn before the expiration date by any odd lot holder (as defined
     below) who:

             (a) tenders all shares owned beneficially or of record by that
        shareholder (tenders of less than all the shares owned by an odd lot
        holder will not qualify for preference); and

             (b) completes the section entitled "Odd Lots" in the Letter of
        Transmittal and, if applicable, in the Notice of Guaranteed Delivery;
        and

          (2) after the purchase of all of those shares, we will purchase all
     other shares properly tendered and not properly withdrawn before the
     expiration date, on a pro rata basis with appropriate adjustments to avoid
     purchases of fractional shares, as described below.

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<PAGE>   9

     Odd Lots.  For purposes of the tender offer, the term "odd lots" shall mean
all shares (other than shares held in the Employee Plans, which will not have
priority) properly tendered prior to the expiration date and not properly
withdrawn by any person, referred to as an "odd lot holder," who owns
beneficially or of record an aggregate of fewer than 100 shares and so certifies
in the appropriate place on the Letter of Transmittal and, if applicable, on the
Notice of Guaranteed Delivery. To qualify for this preference, an odd lot holder
must tender all shares owned beneficially or of record by the odd lot holder in
accordance with the procedures described in Section 3. As set forth above, odd
lots will be accepted for payment before proration, if any, of the purchase of
other tendered shares. This preference is not available to partial tenders or to
beneficial or record holders of an aggregate of 100 or more shares, even if
these holders have separate accounts or certificates representing fewer than 100
shares, or with respect to any shares held in the Employee Plans. Any odd lot
holder wishing to tender all of their shares of our Common Stock pursuant to the
tender offer should complete the section entitled "Odd Lots" in the Letter of
Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

     We also reserve the right, but will not be obligated, to purchase all
shares duly tendered by any shareholder who tenders all shares beneficially or
of record owned and who, as a result of proration, would then beneficially or of
record own an aggregate of fewer than 100 shares. If we exercise this right, we
will increase the number of shares that we are offering to purchase in the
tender offer by the number of shares purchased through the exercise of such
right, subject to applicable law.

     Proration.  If proration of tendered shares is required, we will determine
the proration factor as soon as practicable following the expiration date.
Proration for each shareholder tendering shares, other than odd lot holders,
shall be based on the ratio of the number of shares properly tendered and not
properly withdrawn by a particular shareholder to the total number of shares
properly tendered and not properly withdrawn by all shareholders, other than odd
lot holders. Because of the difficulty in determining the number of shares
properly tendered, including shares tendered by guaranteed delivery procedures,
as described in Section 3, and not properly withdrawn, and because of the odd
lot procedure, we do not expect that we will be able to announce the final
proration factor or commence payment for any shares purchased under the tender
offer until seven to ten business days after the expiration date. The
preliminary results of any proration will be announced by press release as
promptly as practicable after the expiration date. You may obtain preliminary
proration information from the Information Agent as well as from your broker.

     As described in Section 13, the number of shares that we will purchase from
you under the tender offer may affect the United States federal income tax
consequences to you and, therefore, may be relevant to your decision whether or
not to tender shares. The Letter of Transmittal affords you the opportunity to
designate the order of priority in which tendered shares are to be purchased if
we have to prorate the number of shares purchased from you.

     This Offer to Purchase and the related Letter of Transmittal will be mailed
to record holders of shares and will be furnished to brokers, dealers,
commercial banks and trust companies whose names, or the names of whose
nominees, appear on our shareholder list or, if applicable, who are listed as
participants in a clearing agency's security position listing for subsequent
transmittal to beneficial owners of shares.

2. PURPOSE OF THE TENDER OFFER; MATERIAL EFFECTS OF THE TENDER OFFER.

     Purpose of the Tender Offer.  We are making the tender offer for various
reasons, including our Board of Directors' belief that our shares are
undervalued in the public market and that there may not be sufficient trading
volume to permit shareholders to sell their holdings. We believe that the tender
offer is a prudent use of our financial resources given our business, assets and
current market price, and that investing in our own shares is an attractive use
of capital and an efficient means to provide value to our ongoing shareholders
while at the same time providing a measure of liquidity to those who want to
sell.

     After the completion of the tender offer, we expect to have sufficient
cash, short-term investments and presently anticipated borrowing capacity under
our credit facility to meet our cash needs for normal
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<PAGE>   10

operations and anticipated capital expenditures. Therefore, in order to achieve
the potential benefits described below, we have commenced the tender offer.

     Potential Benefits of the Tender Offer.  We believe the tender offer may
provide several benefits to us and our shareholders, including:

     - The tender offer represents the opportunity for our shareholders to sell
       their shares on potentially more favorable terms than would otherwise be
       available. Shareholders who sell all or a portion of their common stock
       have the opportunity to receive a premium of 25% to the $2.39 closing
       price per share of our Common Stock on April 3, 2001, the last trading
       day prior to the announcement of the tender offer. In addition, if you
       are the registered owner of shares of our Common Stock that you tender
       directly to the Depositary, the sale of those shares in the tender offer
       will permit you to avoid the usual transaction costs associated with open
       market sales.

     - Shareholders who determine not to participate in the tender offer will
       realize a proportionate increase in their relative equity interest in our
       company.

     Accordingly, our Board of Directors believes that the tender offer is
consistent with our long-term corporate goal of increasing shareholder value.

     Potential Risks and Disadvantages of the Tender Offer.  The tender offer
also presents some potential risks and disadvantages to us and our continuing
shareholders, including:

     - We will borrow a significant amount of cash under our credit facility to
       pay for the tendered shares. Assuming that we purchase 1,200,000 shares
       of our Common Stock in the tender offer at a price of $3.00 per share,
       our borrowings under our credit facility would be increased by
       approximately $3.7 million, including estimated expenses of the tender
       offer.

     - Our shareholders' equity will decrease from $23.6 million at March 31,
       2001 to approximately $19.9 million, assuming that we purchase 1,200,000
       shares of our Common Stock in the tender offer at $3.00 per share. See
       Section 9. Our continuing shareholders will also bear a higher
       proportionate risk in the event of future losses.

     - The tender offer likely will reduce our "public float" (the number of
       shares owned by non-affiliate shareholders and available for trading in
       the securities markets). This reduction in public float may result in
       lower stock prices or reduced liquidity in the trading market for our
       common stock following the completion of the tender offer.

     NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY ONE
AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY SHARES. IN ADDITION, WE
HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION TO YOU. YOU SHOULD
CAREFULLY EVALUATE ALL INFORMATION CONCERNING THE TENDER OFFER, SHOULD CONSULT
YOUR OWN INVESTMENT AND TAX ADVISORS, AND SHOULD MAKE YOUR OWN DECISIONS ABOUT
WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. OUR DIRECTORS
AND EXECUTIVE OFFICERS HAVE INFORMED US THAT THEY DO NOT INTEND TO PARTICIPATE
IN THE TENDER OFFER.

     We may in the future purchase additional shares of common stock on the open
market, in private transactions, through tender offers or otherwise. Any
additional purchases may be on the same terms or on terms that are more or less
favorable to shareholders than the terms of the tender offer. However, we and
our affiliates are prohibited from purchasing any shares, other than pursuant to
the tender offer, until at least ten business days after the expiration date of
the tender offer, except pursuant to certain limited exceptions provided in the
SEC Rule 14e-5.

     Shareholders may be able to sell non-tendered shares in the future on the
American Stock Exchange or otherwise at a net price higher than the purchase
price. We can give no assurance, however, as to the price at which a shareholder
may be able to sell shares of common stock in the future.

     We will cancel and return to the status of authorized but unissued stock
the shares purchased in the tender offer. These shares will be available for us
to issue without further shareholder action (except as

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<PAGE>   11

required by applicable law or the rules of the American Stock Exchange or any
other securities exchange on which the shares are listed or traded) for purposes
including, without limitation, acquisitions, raising additional capital and the
satisfaction of obligations under existing or future employee benefit or
compensation programs or stock plans or compensation programs for directors.

     Except as disclosed in this Offer to Purchase, we currently have no plans,
proposals or negotiations that relate to or would result in (a) any
extraordinary transaction, such as a merger, reorganization or liquidation,
involving our company or any of its subsidiaries; (b) any purchase, sale or
transfer of a material amount of our or any of our subsidiaries' assets; (c) any
material change in our present dividend rate or policy, or indebtedness or
capitalization; (d) any change in our present Board of Directors or management
including, but not limited to, any plans or proposals to change the number or
the term of directors or to fill any existing vacancies on our Board of
Directors or to change any material term of the employment contract of any
executive officer; (e) any other material change in our corporate structure or
business; (f) any class of our equity securities being delisted from a national
securities exchange or ceasing to be authorized for quotation in an automated
quotations system operated by a national securities association; (g) any class
of our equity securities becoming eligible for termination of registration under
Section 12(g)(4) of the Exchange Act; (h) the suspension of our obligation to
file reports under Section 15(d) of the Exchange Act; (i) the acquisition by any
person of additional securities of our company or the disposition of securities
of our company; or (j) any change in our articles of incorporation, bylaws or
other governing instruments or other actions which could impede the acquisition
of control of our company.

3. PROCEDURES FOR TENDERING SHARES.

     Proper Tender of Shares.  For shares to be tendered properly under the
tender offer, (1) the certificates for those shares (or confirmation of receipt
of such shares under the procedure for book-entry transfer set forth below),
together with a properly completed and duly executed Letter of Transmittal
including any required signature guarantees, or an "agent's message" (as defined
below), and any other documents required by the Letter of Transmittal, must be
received before 12:00 midnight, New York City time, on the expiration date by
the Depositary at its address set forth on the back cover page of this document
or (2) the tendering shareholder must comply with the guaranteed delivery
procedure set forth below. In addition, odd lot holders who tender all shares
must complete the section captioned "Odd Lots" in the Letter of Transmittal and,
if applicable, in the Notice of Guaranteed Delivery, to qualify for the
preferential treatment available to odd lot holders as set forth in Section 1.

     Shareholders who hold shares through brokers or banks are urged to consult
the brokers or banks to determine whether transaction costs are applicable if
shareholders tender shares through the brokers or banks and not directly to the
Depositary.

     Participants in the Employee Plans who wish to tender some or all of the
shares held in their accounts under the plan must follow the instructions in the
"Letter to Participants in the Team, Inc. Salary Deferral Plan and Employee
Stock Ownership Plan" furnished separately and return it to Wells Fargo Bank
Texas, N.A. in accordance with those instructions. The instructions must be
received by Wells Fargo Bank Texas, N.A. no later than three business days prior
to the expiration date of the tender offer, or no shares allocated to the
participant's account will be tendered.

     Signature Guarantees and Method of Delivery.  No signature guarantee is
required: (1) if the Letter of Transmittal is signed by the registered holder of
the shares (which term, for purposes of this Section 3, shall include any
participant in The Depository Trust Company, or DTC, whose name appears on a
security position listing as the owner of the shares) tendered therewith and
such holder has not completed either the box captioned "Special Delivery
Instructions" or the box captioned "Special Payment Instructions" on the Letter
of Transmittal; or (2) if shares are tendered for the account of a bank, broker,
dealer, credit union, savings association or other entity which is a member in
good standing of the Securities Transfer Agents Medallion Program or a bank,
broker, dealer, credit union, savings association or other entity which is an
"eligible guarantor institution," as such term is defined in Rule 17Ad-15 under

                                        4
<PAGE>   12

the Exchange Act. See Instruction 1 of the Letter of Transmittal. If a
certificate for shares is registered in the name of a person other than the
person executing a Letter of Transmittal, or if payment is to be made to a
person other than the registered holder, then the certificate must be endorsed
or accompanied by an appropriate stock power, in either case signed exactly as
the name of the registered holder appears on the certificate, with the signature
guaranteed by an eligible guarantor institution.

     Payment for shares tendered and accepted for payment under the tender offer
will be made only after timely receipt by the Depositary of certificates for
such shares or a timely confirmation of the book-entry transfer of such shares
into the Depositary's account at DTC as described above, a properly completed
and duly executed Letter of Transmittal, or an agent's message in the case of a
book-entry transfer, and any other documents required by the Letter of
Transmittal.

     THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION
AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL
WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.

     Book-Entry Delivery.  The Depositary will establish an account with respect
to the shares for purposes of the tender offer at DTC within two business days
after the date of this document, and any financial institution that is a
participant in DTC's system may make book-entry delivery of the shares by
causing DTC to transfer shares into the Depositary's account in accordance with
DTC's procedures for transfer. Although delivery of shares may be effected
through a book-entry transfer into the Depositary's account at DTC, either (1) a
properly completed and duly executed Letter of Transmittal with any required
signature guarantees, or an agent's message, and any other required documents
must, in any case, be transmitted to and received by the Depositary at its
address set forth on the back cover page of this document before the expiration
date or (2) the guaranteed delivery procedure described below must be followed.
Delivery of the Letter of Transmittal and any other required documents to DTC
does not constitute delivery to the Depositary.

     The term "agent's message" means a message transmitted by DTC to, and
received by, the Depositary, which states that DTC has received an express
acknowledgment from the participant in DTC tendering the shares that the
participant has received and agrees to be bound by the terms of the Letter of
Transmittal and that we may enforce that agreement against the participant.

     Federal Backup Withholding Tax.  Under the United States federal backup
withholding tax rules, 31% of the gross proceeds payable to a shareholder or
other payee under the tender offer must be withheld and remitted to the United
States Treasury, unless the shareholder or other payee provides a taxpayer
identification number (employer identification number or social security number)
to the Depositary and certifies under penalties of perjury that the provided
number is correct or otherwise establishes an exemption. If the Depositary is
not provided with the correct taxpayer identification number or another adequate
basis for exemption, the holder may be subject to certain penalties imposed by
the Internal Revenue Service. Therefore, you should complete and sign the
Substitute Form W-9 included as part of the Letter of Transmittal in order to
provide the information and certification necessary to avoid backup withholding,
unless you otherwise establish to the satisfaction of the Depositary that you
are not subject to backup withholding. Specified shareholders (including, among
others, all corporations and some foreign shareholders (in addition to foreign
corporations)) are not subject to these backup withholding and reporting
requirements rules. In order for a foreign shareholder (including a foreign
corporation) to establish that it is an exempt recipient, that shareholder must
submit an IRS Form W-8BEN or W-8ECI or a Substitute Form W-8, signed under
penalties of perjury, attesting to that stockholder's exempt status. The
applicable form can be obtained from the Information Agent. See Instructions 13
and 14 of the Letter of Transmittal. For a discussion of United States federal
income tax consequences to tendering shareholders, see Section 13.

     Federal Income Tax Withholding on Payments to Foreign Shareholders.  Even
if a foreign shareholder has provided the required certification as described in
the preceding paragraphs to avoid backup withholding, the Depositary will
withhold United States federal income taxes at a rate of 30% of the gross
payment payable to a foreign shareholder or his, her or its agent unless the
Depositary
                                        5
<PAGE>   13

determines that an exemption from, or a reduced rate of, withholding tax is
available under a tax treaty or that an exemption from withholding is applicable
because the gross proceeds are effectively connected with the conduct of a trade
or business of the foreign shareholder within the United States. For this
purpose, a foreign shareholder is any shareholder that is not a "United States
holder" (as defined in Section 13). In order to obtain a reduced rate of
withholding under a tax treaty, a foreign shareholder must deliver to the
Depositary before the payment a properly completed and executed IRS Form W-8BEN.
In order to obtain an exemption from withholding on the grounds that the gross
proceeds paid under the tender offer are effectively connected with the conduct
of a trade or business within the United States, a foreign shareholder must
deliver to the Depositary a properly completed and executed IRS Form W-8ECI. A
foreign shareholder may be eligible to obtain a refund of all or a portion of
any tax withheld if they or it satisfies one of the "Section 302 tests" for
capital gain treatment described in Section 13 or is otherwise able to establish
that no withholding or a reduced amount of withholding is due. Federal backup
withholding generally will not apply to amounts subject to the 30% or a
treaty-reduced rate of federal income tax withholding.

     Foreign shareholders are urged to consult their tax advisors regarding the
application of United States federal income tax withholding, including
eligibility for a reduction of, or an exemption from, withholding tax, and the
refund procedure. See instructions 13 and 14 of the Letter of Transmittal.

     Guaranteed Delivery.  If you desire to tender shares under the tender offer
and your stock certificates are not immediately available or cannot be delivered
to the Depositary before the expiration date, or the procedure for book-entry
transfer cannot be completed on a timely basis, or if time will not permit all
required documents to reach the Depositary before the expiration date, you may
nevertheless tender your shares if all of the following conditions are
satisfied:

          (a) the tender is made by or through an eligible guarantor
     institution;

          (b) the Depositary receives by hand, mail, overnight courier, telegram
     or facsimile transmission, before the expiration date, a properly completed
     and duly executed Notice of Guaranteed Delivery in the form we have
     provided with this document, including (where required) a signature
     guarantee by an eligible guarantor institution in the form set forth in the
     Notice of Guaranteed Delivery; and

          (c) the certificates for all tendered shares, in proper form for
     transfer, or confirmation of book-entry transfer of your shares into the
     Depositary's account at DTC, together with a properly completed and duly
     executed Letter of Transmittal and any required signature guarantees, or an
     agent's message, or other documents required by the Letter of Transmittal,
     are received by the Depositary within three American Stock Exchange trading
     days after the expiration date of the tender offer.

     Return of Unpurchased Shares.  If any tendered shares are not purchased
under the tender offer or are properly withdrawn before the expiration date, or
if less than all shares evidenced by your certificates are tendered, we will
return certificates for unpurchased shares as promptly as practicable after the
expiration or termination of the tender offer or the proper withdrawal of the
shares, as applicable, or, in the case of shares tendered by book-entry transfer
at DTC, the shares will be credited to the appropriate account maintained by the
tendering shareholder at DTC, in each case without expense to the stockholder.

     Stock Options and Warrants.  We are not offering, as part of the tender
offer, to purchase any outstanding options or warrants and tenders of warrants
or options will not be accepted. Holders of outstanding options or warrants who
wish to participate in the tender offer must exercise their warrants or options,
as the case may be, and purchase shares of our Common Stock and then tender the
shares pursuant to the tender offer, provided that the exercise of those options
or warrants and the tender of shares is in accordance with the terms of the
applicable option or warrant documents. In no event are any options or warrants
to be delivered to the Depositary in connection with a tender of shares
hereunder. An exercise of an option or warrant cannot be revoked even if shares
received upon the exercise and tendered in the tender offer are not purchased in
the tender offer for any reason.

                                        6
<PAGE>   14

     Determination of Validity; Rejection of Shares; Waiver of Defects; No
Obligation to Give Notice of Defects.  All questions as to the number of shares
to be accepted and the validity, form, eligibility (including time of receipt)
and acceptance for payment of any tender of shares will be determined by us, in
our sole discretion, and our determination will be final and binding on all
parties. We reserve the absolute right to reject any or all tenders of any
shares that we determine are not in proper form or the acceptance for payment of
or payment for which we determine may be unlawful. We also reserve the absolute
right to waive any of the conditions of the tender offer or any defect or
irregularity in any tender with respect to any particular shares or any
particular shareholder and our interpretation of the terms of the tender offer
will be final and binding on all parties. No tender of shares will be deemed to
have been properly made until all defects or irregularities have been cured by
the tendering shareholder or waived by us. Neither we nor any of the Depositary,
the Information Agent, or any other person will be under any duty to give
notification of any defects or irregularities in any tender or incur any
liability for failure to give any such notification.

     The Employee Plans.  Participants in the Employee Plans may instruct Wells
Fargo Bank Texas, N.A., which administers the Employee Plans, to tender some or
all of the shares held in the participant's account under the plan by following
the instructions in the "Letter to Participants in the Team, Inc. Salary
Deferral Plan and Employee Stock Ownership Plan" furnished separately and
returning it to Wells Fargo Bank Texas, N.A. in accordance with those
instructions. Each participant may direct that all, some or none of the shares
held in the participant's account under the Employee Plans be tendered. Any
Employee Plans shares tendered but not purchased will be returned to the
participant's Employee Plans account. All documents furnished to shareholders
generally in connection with the offer will be made available to participants
whose accounts are credited with shares. Participants in the Employee Plans
cannot use the Letter of Transmittal to direct the tender of shares, but must
use the separate instruction letter sent to them.

     Delivery of a Letter of Transmittal by a Employee Plans participant does
not constitute proper tender of his or her Employee Plans shares. Proper tenders
can only be made by Wells Fargo Bank Texas, N.A. who is the record owner of
these shares. Please note that the deadline for submitting instruction letters
to Wells Fargo Bank Texas, N.A. is earlier than the expiration date of the
tender offer. If Wells Fargo Bank Texas, N.A. has not received a participant's
instructions at least three business days prior to the expiration date, Wells
Fargo Bank Texas, N.A. will not tender any shares held in a participant's
account under the Employee Plans. Participants in the Employee Plans are urged
to read the separate instruction letter and related materials carefully and in
their entirety.

     Tendering Shareholder's Representation and Warranty; Our Acceptance
Constitutes an Agreement.  A proper tender of shares under any of the procedures
described above will constitute the tendering shareholder's acceptance of the
terms and conditions of the tender offer, as well as the tendering stockholder's
representation and warranty to us that (1) the shareholder has a net long
position in the shares or equivalent securities at least equal to the shares
tendered within the meaning of Rule 14e-4 promulgated by the SEC under the
Exchange Act and (2) the tender of shares complies with Rule 14e-4. It is a
violation of Rule 14e-4 for a person, directly or indirectly, to tender shares
for that person's own account unless, at the time of tender and at the end of
the proration period or period during which shares are accepted by lot
(including any extensions), the person so tendering (1) has a net long position
equal to or greater than the amount tendered in (x) the subject securities or
(y) securities immediately convertible into, or exchangeable or exercisable for,
the subject securities and (2) will deliver or cause to be delivered the shares
in accordance with the terms of the tender offer. Rule 14e-4 provides a similar
restriction applicable to the tender or guarantee of a tender on behalf of
another person. Our acceptance for payment of shares tendered under the tender
offer will constitute a binding agreement between the tendering shareholder and
us upon the terms and conditions of the tender offer.

     Lost or Destroyed Certificates.  Shareholders whose certificate for part or
all of their shares have been lost, stolen, misplaced or destroyed may contact
Computershare Trust Company of New York at (212) 701-7624 for instructions as to
obtaining a replacement certificate. That certificate will then be required to
be submitted together with the Letter of Transmittal in order to receive payment
for shares that are
                                        7
<PAGE>   15

tendered and accepted for payment. A bond may be required to be posted by the
shareholder to secure against the risk that the certificates may be subsequently
recirculated. Shareholders are urged to contact Computershare Trust Company of
New York immediately in order to permit timely processing of this documentation
and to determine if the posting of a bond is required.

     Certificates for shares, together with a properly completed and duly
executed Letter of Transmittal or an agent's message, and any other documents
required by the Letter of Transmittal, must be delivered to the Depositary and
not to us or the Information Agent. Any documents delivered to us or the
Information Agent will not be forwarded to the Depositary and therefore will not
be deemed to be properly tendered.

4. WITHDRAWAL RIGHTS.

     Except as otherwise provided in this Section 4, tenders of shares under the
tender offer are irrevocable. Shares tendered under the tender offer may be
withdrawn at any time before the expiration date and, unless previously accepted
for payment by us under the tender offer, may also be withdrawn at any time
after 12:00 midnight, New York City time, on Thursday, July 5, 2001.

     For a withdrawal to be effective, a written or facsimile transmission
(confirmed by telephone) notice of withdrawal must be timely received by the
Depositary at its address set forth on the back cover page of this document. Any
such notice of withdrawal must specify the name of the tendering stockholder,
the number of shares to be withdrawn and the name of the registered holder of
such shares. If the certificates for shares to be withdrawn have been delivered
or otherwise identified to the Depositary, then, before the release of such
certificates, the serial numbers shown on such certificates must be submitted to
the Depositary and the signature(s) on the notice of withdrawal must be
guaranteed by an eligible guarantor institution, unless such shares have been
tendered for the account of an eligible guarantor institution.

     If shares have been tendered under the procedure for book-entry transfer
set forth in Section 3, any notice of withdrawal also must specify the name and
the number of the account at DTC to be credited with the withdrawn shares and
must otherwise comply with DTC's procedures. All questions as to the form and
validity (including the time of receipt) of any notice of withdrawal will be
determined by us, in our sole discretion, whose determination will be final and
binding. Neither we nor any of the Depositary, the Information Agent, or any
other person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification.

     Participants in the Employee Plans who wish to withdraw their shares must
follow the instructions found in the "Letter to Participants in the Team, Inc.
Salary Deferral Plan and Employee Stock Ownership Plan" sent to them separately.

     Withdrawals may not be rescinded and any shares properly withdrawn will
thereafter be deemed not properly tendered for purposes of the tender offer
unless the withdrawn shares are properly re-tendered before the expiration date
by following one of the procedures described in Section 3.

     If we extend the tender offer, we are delayed in our purchase of shares or
if we are unable to purchase shares under the tender offer for any reason, then,
without prejudice to our rights under the tender offer, the Depositary may,
subject to applicable law, retain tendered shares on our behalf, and such shares
may not be withdrawn except to the extent tendering shareholders are entitled to
withdrawal rights as described in this Section 4.

5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE.

     Under the terms and conditions of the tender offer, as promptly as
practicable following the expiration date, we will accept for payment and pay
for, and thereby purchase, shares properly tendered and not properly withdrawn
before the expiration date. For purposes of the tender offer, we will be deemed
to have accepted for payment and therefore purchased shares that are properly
tendered and not properly withdrawn, subject to the proration provisions of the
tender offer, only when, as and if we give oral or written notice to the
Depositary of our acceptance of the shares for payment under the tender offer.

                                        8
<PAGE>   16

     Under the terms and conditions of the tender offer, as promptly as
practicable after the expiration date, we will accept for payment and pay a
purchase price of $3.00 per share for 1,200,000 shares of our Common Stock,
subject to increase or decrease as provided in Section 14, if properly tendered
and not properly withdrawn, or if less than 1,200,000 shares are properly
tendered and not withdrawn, all shares that are properly tendered and not
properly withdrawn.

     We will pay for shares purchased under the tender offer by depositing the
aggregate purchase price for such shares with the Depositary, which will act as
agent for tendering shareholders for the purpose of receiving payment from us
and transmitting payment to the tendering shareholders.

     In the event of proration, we will determine the proration factor and pay
for those tendered shares accepted for payment as soon as practicable after the
expiration date; however, we do not expect to be able to announce the final
results of any proration and commence payment for shares purchased until
approximately seven to ten business days after the expiration date. Certificates
for all shares tendered and not purchased, including all shares tendered and not
purchased due to proration, will be returned to the tendering stockholder or, in
the case of shares tendered by book-entry transfer, will be credited to the
account maintained with DTC by the participant who delivered the shares, at our
expense as promptly as practicable after the expiration date or termination of
the tender offer without expense to the tendering shareholders. Under no
circumstances will we pay interest on the purchase price to be paid regardless
of any delay in making such payment. In addition, there are other conditions to
our obligation to purchase shares under the tender offer. See Section 6.

     We will pay all stock transfer taxes, if any, payable on the transfer to us
of shares purchased under the tender offer. If, however, payment of the purchase
price is to be made to any person other than the registered holder, or if
tendered certificates are registered in the name of any person other than the
person signing the Letter of Transmittal, the amount of all stock transfer
taxes, if any (whether imposed on the registered holder or the other person),
payable on account of the transfer to the person will be deducted from the
purchase price unless satisfactory evidence of the payment of the stock transfer
taxes, or exemption therefrom, is submitted. See Instruction 7 of the Letter of
Transmittal.

     ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY, SIGN
AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9 INCLUDED WITH THE LETTER OF
TRANSMITTAL MAY BE SUBJECT TO FEDERAL BACKUP WITHHOLDING TAX OF 31% OF THE GROSS
PROCEEDS PAID TO THE SHAREHOLDER OR OTHER PAYEE UNDER THE TENDER OFFER. SEE
SECTION 3. ALSO SEE SECTION 13 REGARDING UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES FOR FOREIGN SHAREHOLDERS.

6. CONDITIONS OF THE TENDER OFFER.

     Notwithstanding any other provision of the tender offer, we will not be
required to accept for payment, purchase or pay for any shares tendered, and may
terminate or amend the tender offer or may postpone the acceptance for payment
of, or the purchase of and the payment for shares tendered, subject to Rule
13e-4(f) under the Exchange Act, if at any time on or after the date of this
Offer to Purchase and before the expiration date any of the following events
shall have occurred (or shall have been determined, in good faith, by us to have
occurred) that, in our judgment and regardless of the circumstances giving rise
to the event or events (including any action or omission to act by us), makes it
inadvisable to proceed with the tender offer or with acceptance for payment:

          (a) there shall have been threatened, instituted or pending any action
     or proceeding by any government or governmental, regulatory or
     administrative agency, authority or tribunal or any other person, domestic
     or foreign, before any court, authority, agency or tribunal that directly
     or indirectly (i) challenges the making of the tender offer, the
     acquisition of some or all of the shares under the tender offer or
     otherwise relates in any manner to the tender offer or (ii) in our
     judgment, could materially and adversely affect our and our subsidiaries'
     (taken as a whole) business, condition (financial or other), income,
     operations or prospects, or otherwise materially impairs in any way the
     contemplated future conduct of our and our subsidiaries' (taken as a whole)
     business or materially impairs the contemplated benefits of the tender
     offer to us;
                                        9
<PAGE>   17

          (b) there shall have been any action threatened, pending or taken, or
     approval withheld, or any statute, rule, regulation, judgment, order or
     injunction threatened, proposed, sought, promulgated, enacted, entered,
     amended, enforced or deemed to be applicable to the tender offer or us or
     any of our subsidiaries, by any court or any authority, agency or tribunal
     that, in our judgment, would or might directly or indirectly (i) make the
     acceptance for payment of, or payment for, some or all of the shares
     illegal or otherwise restrict or prohibit completion of the tender offer,
     (ii) delay or restrict our ability, or render us unable, to accept for
     payment or pay for some or all of the shares, (iii) materially impair the
     contemplated benefits of the tender offer to us or (iv) materially and
     adversely affect our and our subsidiaries' (taken as a whole) business,
     condition (financial or other), income, operations or prospects, or
     otherwise materially impair in any way the contemplated future conduct of
     our and our subsidiaries' (taken as a whole) business;

          (c) there shall have occurred (i) any general suspension of trading
     in, or limitation on prices for, securities on any national securities
     exchange or in the over-the-counter market in the United States or the
     European Union, (ii) the declaration of a banking moratorium or any
     suspension of payments in respect of banks in the United States or the
     European Union, (iii) the commencement of a war, armed hostilities or other
     international or national calamity directly or indirectly involving the
     United States or any of its territories, (iv) any significant decrease in
     the market price of the shares or any change in the general political,
     market, economic or financial conditions in the United States or abroad
     that could, in our judgment, have a material adverse effect on our
     business, operations or prospects or the trading in shares of our common
     stock, (v) in the case of any of the foregoing existing at the time of the
     commencement of the tender offer, a material acceleration or worsening
     thereof or (vi) any decline in either the Dow Jones Industrial Average, the
     NASDAQ Composite Index or the Standard and Poor's Index of 500 Industrial
     Companies by a material amount (including, without limitation, an amount in
     excess of 10%) from the close of business on the date of this Offer to
     Purchase.

          (d) a tender offer or exchange offer (other than this tender offer)
     for any or all of our shares of Common Stock, or any merger, business
     combination or other similar transaction with or involving us or any of our
     subsidiaries, shall have been proposed, announced or made by any person;

          (e) (i) any entity, "group" (as that term is used in Section 13(d)(3)
     of the Exchange Act) or person shall have acquired or proposed to acquire
     beneficial ownership of more than 5% of the outstanding shares (other than
     any such person, entity or group who has filed a Schedule 13D or Schedule
     13G with the SEC with respect to our common stock on or before the date of
     this Offer to Purchase), (ii) any entity, group or person who has filed a
     Schedule 13D or Schedule 13G with the SEC on or before the date of this
     Offer to Purchase shall have acquired or proposed to acquire beneficial
     ownership of an additional 2% or more of the outstanding shares of our
     Common Stock or (iii) any person, entity or group shall have filed a
     Notification and Report Form under the Hart-Scott-Rodino Antitrust
     Improvements Act of 1976, as amended, or made a public announcement
     reflecting an intent to acquire us or any of our subsidiaries or any of
     their respective assets or securities other than in connection with a
     transaction authorized by our Board of Directors; or

          (f) any change or changes shall have occurred in our or any of our
     subsidiaries' business, financial condition, assets, income, operations,
     prospects or stock ownership that, in our judgment, is or may be material
     and adverse to us or our subsidiaries; or

          (g) We determine that the completion of the tender offer and the
     purchase of the shares will cause our shares of Common Stock to be delisted
     from the American Stock Exchange or to be eligible for deregistration under
     the Exchange Act.

     These conditions are for our sole benefit and may be asserted by us
regardless of the circumstances (including any action or inaction by us) giving
rise to any such condition, and may be waived by us, in whole or in part, at any
time and from time to time in our sole discretion. Our failure at any time to
exercise any of the foregoing rights shall not be deemed a waiver of any right,
and each right shall be

                                        10
<PAGE>   18

deemed an ongoing right which may be asserted at any time and from time to time.
Any determination or judgment by us concerning the events described above will
be final and binding on all parties.

7. PRICE RANGE OF SHARES.

     Our Common Stock is listed and traded on the American Stock Exchange under
the trading symbol "TMI." The following table sets forth, for the fiscal
quarters indicated, the high and low intra-day sales prices per share on the
American Stock Exchange, as applicable.

<TABLE>
<CAPTION>
                                                              HIGH     LOW
                                                              -----   -----
<S>                                                           <C>     <C>
Fiscal 1999:
  First Quarter.............................................  $5.88   $3.63
  Second Quarter............................................   4.13    3.13
  Third Quarter.............................................   4.88    3.00
  Fourth Quarter............................................   3.63    2.25
Fiscal 2000:
  First Quarter.............................................   3.88    2.50
  Second Quarter............................................   3.00    2.00
  Third Quarter.............................................   3.19    1.15
  Fourth Quarter............................................   2.94    2.00
Fiscal 2001:
  First Quarter.............................................   3.06    1.75
  Second Quarter............................................   3.00    1.63
  Third Quarter.............................................   4.13    2.75
  Fourth Quarter (through April 16, 2001)...................   3.25    2.05
</TABLE>

     On April 3, 2001, the last trading day before the date of announcement of
the tender offer, the last reported sale price of the shares on the American
Stock Exchange was $2.39.

WE URGE SHAREHOLDERS TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.

8. SOURCE AND AMOUNT OF FUNDS.

     Assuming that the maximum 1,200,000 shares are tendered in the offer at
$3.00 per share, the aggregate purchase price will be $3,600,000. We expect that
our fees and expenses for the offer will be approximately $100,000.

     We anticipate that we will fund the tender offer and payment of related
fees and expenses from borrowings under our revolving credit facility. There are
no unsatisfied conditions to our borrowing funds under the revolving credit
facility. The tender offer is therefore not subject to our receipt of financing.

     The terms of our revolving credit facility are set forth in documents filed
with the Securities and Exchange Commission and available as described under
Section 9. Incremental borrowings under the revolving credit facility bear
interest at LIBOR plus a margin of, generally 2%. At April 19, 2001, the
applicable LIBOR rate was approximately 4.8%. At that rate, our effective
interest rate on incremental borrowings would be approximately 6.8%. However,
the LIBOR rate is subject to increases or decreases and the margin above LIBOR
can increase above 2% if certain financial covenants are not maintained. We
cannot assure you, therefore, that incremental borrowings will be at an
effective rate of 6.8%. At March 31, 2001, the outstanding balance under the
revolving credit facility was $7.0 million and approximately $4.8 million was
available to borrow under the facility. We expect to repay amounts borrowed
under the facility from results of operations in the ordinary course of
business.

9. CERTAIN INFORMATION CONCERNING US.

     Summary.  Team, Inc., incorporated in 1973, is a full service provider of
industrial repair services including leak repair, hot tapping, field machining,
emissions control monitoring, concrete repair, energy

                                        11
<PAGE>   19

management and technical bolting. These services are provided throughout the
United States in approximately 40 locations. In April of 1999, the Company added
mechanical inspection services to its industrial service offerings through the
acquisition of X Ray Inspection, Inc. ("XRI"), which primarily services the
Louisiana Gulf Coast market.

     In August of 1998, the Company entered a new business segment -- equipment
sales and rental -- through the acquisition of Climax Portable Machine Tools,
Inc. ("Climax") of Newberg, Oregon. Climax is a leading designer-manufacturer of
portable, metal cutting machine tools used for on-site industrial maintenance.
The Climax acquisition provided the support for the Company's offering of
on-site field machining services beginning in February of 1999.

     Our principal executive offices are located at 200 Hermann Drive, Alvin,
Texas 77511. Our telephone number at that address is (281) 331-6154.

     Summary Historical and Pro Forma Condensed Financial Data.  The summary of
our historical and pro forma financial data, set forth below, are derived from
and should be read in conjunction with our audited financial statements included
in our Annual Report on Form 10-K/A for the year ended May 31, 2000 and in
connection with the unaudited condensed financial statements included in our
Quarterly Report on Form 10-Q/A for the nine months ended February 28, 2001,
which are both incorporated by reference. The pro forma financial data gives
effect to the Offer on the summary historical financial data presented.

                    SUMMARY HISTORICAL FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                            NINE
                                                           MONTHS
                                                            ENDED             FOR THE YEAR ENDED MAY 31,
                                                        FEBRUARY 28,     ------------------------------------
                                                            2001            2000         1999         1998
                                                       ---------------   ----------   ----------   ----------
                                                        (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND RATIOS)
<S>                                                    <C>               <C>          <C>          <C>
Net revenues.........................................      $54,977        $66,636      $54,632      $45,457
Gross margin.........................................      $21,820        $28,366      $22,760      $19,524
Earnings before income taxes
Net income...........................................      $ 1,709        $ 1,471      $   505      $ 1,423
Net income per common share
  Basic..............................................      $  0.21        $  0.18      $  0.07      $  0.23
  Diluted............................................      $  0.21        $  0.18      $  0.07      $  0.23
Weighted Average number of shares outstanding:
  Basic..............................................        8,167          8,238        7,547        5,947
  Diluted............................................        8,272          8,283        7,747        6,112
BALANCE SHEET DATA:
Current assets.......................................      $23,250        $22,641      $21,523      $18,611
Noncurrent assets....................................      $23,900        $25,847      $26,354      $ 8,469
Current liabilities..................................      $ 6,976        $ 7,732      $ 5,787      $ 5,533
Noncurrent liabilities...............................      $16,458        $17,788      $20,746      $ 6,042
Stockholders' equity.................................      $23,716        $22,968      $21,344      $15,534
OTHER DATA:
Ratio of earnings to fixed charges(1)................         2.95x          2.56x        2.39x        6.03x
Book value per share(2)..............................      $  3.02        $  2.79      $  2.60      $  2.55
</TABLE>

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

(1) For purposes of computing this ratio, earnings consist of earnings before
    interest and taxes. Fixed charges consists of interest expense.

(2) For purposes of calculating "book value per share," the amount of
    Stockholders' equity was divided by the number of shares outstanding at the
    balance sheet date.

                                        12
<PAGE>   20

     Pro Forma Data for Summarized Financial Information.  The following
unaudited pro forma data gives effect to the purchase of 1,200,000 shares
pursuant to the Offer at $3.00 per share, and the payment of related taxes,
interest, fees and expenses, based on the assumptions described in the
accompanying "Notes to Unaudited Pro Forma Data." The pro forma information for
each of the periods presented assumes that the repurchase had happened at the
beginning of the period and that the debt incurred to fund the repurchase was
outstanding for the entire period. The unaudited pro forma adjustments are based
upon available information and contain assumptions that management believes are
reasonable. The pro forma data does not purport to be indicative of the results
that would actually have been obtained, or the results that may be obtained in
the future, or the financial condition that would have resulted, if the purchase
of the shares pursuant to the Offer had been completed at the dates indicated.
The pro forma data should be read in connection with our Annual Report on Form
10-K/A for the year ended May 31, 2000 and our Quarterly Report on Form 10-Q/A
for the nine months ended February 28, 2001.

                       UNAUDITED PRO FORMA FINANCIAL DATA

<TABLE>
<CAPTION>
                                                             NINE MONTHS ENDED FEBRUARY 28, 2001
                                                            --------------------------------------
                                                                           PRO FORMA         PRO
                                                            HISTORICAL    ADJUSTMENTS       FORMA
                                                            ----------    -----------      -------
                                                                  (IN THOUSANDS, EXCEPT PER
                                                                  SHARE AMOUNTS AND RATIOS)
<S>                                                         <C>           <C>              <C>
Revenues..................................................   $54,977                       $54,977
Gross margin..............................................   $21,820                       $21,820
Earnings before interest and taxes........................   $ 3,754                       $ 3,754
Interest..................................................   $ 1,272        $   256 (a)    $ 1,528
Earnings before income taxes..............................   $ 2,482        $  (256)       $ 2,226
Income taxes..............................................   $   773        $    97 (b)    $   676
Net income................................................   $ 1,709        $  (159)       $ 1,550
Net income per common share
  Basic...................................................   $  0.21                       $  0.22
  Diluted.................................................   $  0.21                       $  0.22
Weighted Average number of shares outstanding:
  Basic...................................................     8,167         (1,200)(c)      6,967
  Diluted.................................................     8,272         (1,200)(c)      7,072
BALANCE SHEET DATA:
Current assets............................................   $23,250                       $23,250
Noncurrent assets.........................................   $23,900                       $23,900
Current liabilities.......................................   $ 6,976        $   259 (d)    $ 7,235
Noncurrent liabilities....................................   $16,458        $ 3,600 (e)    $20,058
Stockholders' equity......................................   $23,716        $(3,859)(f)    $19,857
OTHER DATA:
Ratio of earnings to fixed charges(1).....................      2.95x                         2.46x
Book value per share(2)...................................   $  3.02                       $  3.00
</TABLE>

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

(1) For purposes of computing this ratio, earnings consist of earnings before
    interest and taxes. Fixed charges consists of interest expense.

(2) For purposes of calculating historical "book value per share," the amount of
    stockholders' equity was divided by the number of shares outstanding at the
    balance sheet date (7,849,734 shares). For purposes of the proforma
    calculation, the number of shares were reduced to give effect to the
    repurchase of 1.2 million shares that are the subject of the tender offer,
    and the repurchase of 22,000 shares on the open market after February 28,
    2001.

                     See notes to unaudited financial data

                                        13
<PAGE>   21

                       UNAUDITED PRO FORMA FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                   FISCAL YEAR ENDED MAY 31, 2000
                                                              -----------------------------------------
                                                                               PRO FORMA         PRO
                                                               HISTORICAL     ADJUSTMENTS       FORMA
                                                              ------------   -------------    ---------
                                                               (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS
                                                                             AND RATIOS)
<S>                                                           <C>            <C>              <C>
Revenues....................................................     $66,636                        66,636
Gross margin................................................     $28,366                        28,366
Earnings before interest and taxes..........................     $ 4,123                         4,123
Interest....................................................     $ 1,610            296 (a)      1,906
Earnings before income taxes................................       2,513           (296)         2,217
Income taxes................................................     $ 1,042            112 (b)        930
Net income..................................................     $ 1,471           (184)         1,287
Net income per common share
  Basic.....................................................     $  0.18                       $  0.18
  Diluted...................................................     $  0.18                       $  0.18
Weighted Average number of shares outstanding:
  Basic.....................................................       8,238         (1,200)(c)      7,038
  Diluted...................................................       8,283         (1,200)(c)      7,083
BALANCE SHEET DATA:
Current assets..............................................     $22,641                        22,641
Noncurrent assets...........................................     $25,743                        25,743
Current liabilities.........................................     $ 7,732            184 (d)      7,916
Noncurrent liabilities......................................     $17,515          3,700 (e)     21,215
Stockholders' equity........................................     $23,137         (3,884)(f)     19,253
OTHER DATA:
Ratio of earnings to fixed charges(1).......................        2.56x                         2.16x
Book value per share(2).....................................     $  2.81                       $  2.92
</TABLE>

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

(1) For purposes of computing this ratio, earnings consist of earnings before
    interest and taxes. Fixed charges consists of interest expense.

(2) For purposes of calculating historical "book value per share," the amount of
    stockholders' equity was divided by the number of shares outstanding at the
    balance sheet date (8,247,254 shares). For the "pro forma" calculation, the
    number of shares were reduced to give effect to the repurchase of the 1.2
    million shares that are the subject of the tender offer, and the 448
    thousand shares repurchased in the open market after May 31, 2000.

                     See notes to unaudited financial data.

                                        14
<PAGE>   22

NOTES TO UNAUDITED PRO FORMA FINANCIAL DATA

(a)   Represents the adjustment to interest expense related to the additional
      borrowings under the revolving credit facility. Generally, borrowing under
      the facility bear interest at LIBOR plus 2.50% for the periods presented,
      which is equivalent to an effective rate of 9.1% on incremental borrowings
      for the nine months ended February 28, 2001 and 8.0% for the year ended
      May 31, 2000.

(b)   Reflects the income tax effect of the incremental interest expense at the
      Company's incremental rate of 38%.

(c)   Shares outstanding are reduced by 1,200,000 as of the beginning of the
      periods presented, reflecting the full subscription of the Offer.

(d)   Current liabilities are increased by the amount of increased interest
      liability, less income taxes plus the Company's estimate of the costs
      associated with the repurchase (i.e., fees, printing, etc.) of $100,000.

(e)   Assumes the purchase of 1,200,000 shares at $3.00 per share, using funds
      available under the Company's revolving credit facility.

(f)   Assumes total cost of $3.7 million for repurchase of 1,200,000 shares,
      including $100,000 of transaction costs. Also reflects the pro forma
      reduction in earnings for the periods presented caused by increased
      interest expense, net of tax.

     Previous Open Market Stock Repurchase Plan.  On July 13, 2000, our Board of
Directors approved a stock repurchase plan of up to 10% of our outstanding
common stock. Stock repurchases were made on the open market and were subject to
certain regulatory restrictions which, generally, limited the number of shares
that can be acquired on a daily basis and limited the price per share that could
be paid. We suspended the stock repurchase program in April 2001 because of the
announcement of this tender offer, after having reacquired 448,420 shares at an
average price of $2.82 per share.

     Where You Can Find More Information.  We are subject to the information
requirements of the Exchange Act, and file with the SEC periodic reports, proxy
statements and other information relating to our business, financial condition
and other matters. We are required to disclose in such proxy statements specific
information, as of particular dates, concerning our directors and executive
officers, their compensation, stock options granted to them, the principal
holders of our securities and any material interest of these persons in
transactions with us. Pursuant to Rule 13e-4(c)(2) under the Exchange Act, we
have filed an Issuer Tender Offer Statement on Schedule TO which includes
additional information with respect to the tender offer. These materials and
other information may be inspected at the public reference facilities maintained
by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and
also should be available for inspection and copying at the following regional
offices of the SEC: 7 World Trade Center, Suite 1300, New York, New York 10048;
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of this material can also be obtained by mail, upon payment of the
SEC's customary charges, by writing to the Public Reference Section at 450 Fifth
Street, N.W., Washington, D.C. 20549. The SEC also maintains a web site on the
Internet at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the SEC. This material should also be available for inspection at the
offices of the American Stock Exchange at 86 Trinity Place, New York, New York,
10006.

     Incorporation by Reference.  The Securities and Exchange Commission allows
us to "incorporate by reference" information to this Offer to Purchase. This
means that we can disclose important information to you by referring you to
another document filed separately with the Securities and Exchange Commission.
The information incorporated by reference is considered to be part of this Offer
to Purchase, except for any information that is superseded by information that
is included directly in this document.

                                        15
<PAGE>   23

     This Offer to Purchase incorporates by reference the documents listed below
that we have previously filed with the Securities and Exchange Commission. The
documents contain important information about us and our financial condition.

<TABLE>
<CAPTION>
OUR FILINGS WITH THE COMMISSION                                   PERIOD
-------------------------------                                   ------
<S>                                                   <C>
Annual Report on Form 10-K and the amendment
  thereto on Form 10-K/A...........................   Fiscal year ended May 31, 2000
Definitive Proxy Statement.........................   Dated September 1, 2000
Quarterly Report on Form 10-Q......................   Quarter ended August 31, 2000
Quarterly Report on Form 10-Q......................   Quarter ended November 30, 2000
Quarterly Report on Form 10-Q/A....................   Quarter ended February 28, 2001
</TABLE>

     We incorporate by reference additional documents that we may file with the
Securities and Exchange Commission between the date of this Offer to Purchase
and the date the offer proration period and withdrawal rights expire. Those
documents include periodic reports, such as Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, and proxy statements.

     You can obtain any of the documents incorporated by reference in this
document through us or from the Securities and Exchange Commission's website at
the address described above. Documents incorporated by reference are available
from us without charge, excluding any exhibits to those documents unless the
exhibit is specifically incorporated by reference as an exhibit in this Offer to
Purchase. You can obtain documents incorporated by reference in this Offer to
Purchase by requesting them in writing or by telephone from Team, Inc. 200
Hermann Drive, Alvin, Texas 77511, telephone (281) 331-6154. Please be sure to
include your complete name and address on your request. If you request any
incorporated documents, we will mail them to you by first class mail, or another
equally prompt means, within one (1) business day after receiving your request.

10. INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND ARRANGEMENTS
    CONCERNING SHARES.

     As of April 16, 2001, we had 7,826,934 issued and outstanding shares of
Common Stock. The 1,200,000 shares of Common Stock we are offering to purchase
under the tender offer represent approximately 15.3% of our outstanding shares
of Common Stock as of April 16, 2001.

     As of April 16, 2001, our directors and executive officers as a group (10
persons) beneficially owned an aggregate of 2,073,061 shares of our common
stock, representing approximately 24.9% of our outstanding shares, assuming the
exercise of vested options by directors and officers. While our directors and
executive officers are entitled to participate in the tender offer on the same
basis as all other shareholders, they have informed us that they do not intend
to participate in the tender offer.

     As of April 16, 2001, the aggregate number and percentage of our securities
that were beneficially owned by our directors and executive officers were as
appears in columns two and three of the table below. Assuming we purchase
1,200,000 shares of Common Stock and that we do not purchase any shares from our
directors or executive officers under the tender offer, then after the purchase
of shares under the tender offer, our directors and executive officers as a
group will beneficially own approximately 29.1% of our outstanding shares. The
percentage beneficial ownership of each director and officer would be
approximately as appears in column four of the table below.

     Security Ownership of Certain Beneficial Owners and Management.  The
following table sets forth certain information regarding the beneficial
ownership of our Common Stock (our only class of voting securities) as of April
16, 2001 of (a) each person who we know to be the beneficial owner of more than
5% of the outstanding Common Stock, (b) each director or nominee for director of
our company, (c) the Named Executive Officers and (d) all executive and other
officers and directors of our company as a group. The information shown assumes
the exercise by each person (or all directors and officers as a group) of the
stock options owned by such person that are currently exercisable or exercisable
within

                                        16
<PAGE>   24

60 days of April 16, 2001. Unless otherwise indicated, the address of each
person named below is the company address at 200 Hermann Drive, Alvin, Texas
77511.

<TABLE>
<CAPTION>
                                                                             PERCENTAGE OF OUTSTANDING
                                                                                    COMMON STOCK
                                                                            ----------------------------
                                                     NUMBER OF SHARES       BEFORE TENDER   AFTER TENDER
NAME AND ADDRESS OF BENEFICIAL OWNER               BENEFICIALLY OWNED(1)        OFFER          OFFER
------------------------------------               ---------------------    -------------   ------------
<S>                                                <C>                      <C>             <C>
Philip J. Hawk...................................          147,537(2)            1.8%            2.1%

Kenneth M. Tholan................................          109,250(3)            1.3%            1.5%

Ted W. Owen......................................           37,011(4)              *               *

John P. Kearns...................................           45,700(5)              *               *

Clark Ingram.....................................           26,500(6)              *               *

Sidney B. Williams...............................          150,735(7)            1.8%            2.1%
  1200 Smith Street, Suite 1400
  Houston, Texas 77002

E. Theodore Laborde..............................           65,715(8)              *               *
  601 Poydras Street, Suite 1815
  New Orleans, Louisiana 70130

Jack M. Johnson, Jr. ............................           63,829(9)              *               *
  P.O. Box 337
  Eagle Lake, Texas 77434

George W. Harrison...............................          201,892(10)           2.4%            2.8%
  2119 Sieber Drive
  Houston, Texas 77017

Louis A. Waters..................................        1,224,829(11)          14.7%           17.2%
  520 Post Oak Blvd., Suite 850
  Houston, Texas 77027

All directors and executive and other officers as
  a group (10 persons)...........................        2,073,061(12)(13)      22.2%           28.9%

Houston Post Oak Partners, Ltd...................        1,200,000              14.4%           16.8%
  520 Post Oak Blvd., Suite 850
  Houston, Texas 77027

E. Patrick Manuel................................          535,500(14)           6.4%            7.5%
  1206 Hwy 190 West
  Eunice, Louisiana 70535

Dimension Fund Advisors, Inc.....................          416,800(15)           5.0%            5.9%
  1299 Ocean Avenue, 11th Floor
  Santa Monica, California 90401
</TABLE>

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

  *  Less than 1% of outstanding Common Stock.

 (1) The information as to beneficial ownership of Common Stock has been
     furnished, respectively, by the persons and entities listed, except as
     indicated below. Each individual or entity has sole power to vote and
     dispose of all shares listed opposite his or its name except as indicated
     below.

 (2) Includes 82,537 shares, which may be acquired pursuant to the exercise of
     stock options currently exercisable or exercisable within 60 days of April
     16, 2001.

 (3) Includes 88,250 shares, which may be acquired pursuant to the exercise of
     stock options currently exercisable or exercisable within 60 days of April
     16, 2001.

 (4) Includes 32,000 shares, which may be acquired pursuant to the exercise of
     stock options currently exercisable or exercisable within 60 days of April
     16, 2001. Also includes 2,011 shares held in the Employee Plans.

                                        17
<PAGE>   25

 (5) Includes 35,750 shares, which may be acquired pursuant to the exercise of
     stock options currently exercisable or exercisable within 60 days of April
     16, 2001. Also includes 5,950 shares held in the Employee Plans.

 (6) Includes 23,500 shares, which may be acquired pursuant to the exercise of
     stock options currently exercisable or exercisable within 60 days of April
     16, 2001.

 (7) Includes 2,685 shares owned by Nancy Williams, Mr. Williams' wife, and
     1,000 shares held as custodian under the Uniform Gift to Minors Act for Mr.
     Williams' nephews. Mr. Williams disclaims any economic interest in these
     shares. Also includes 95,000 shares, which may be acquired pursuant to the
     exercise of stock options currently exercisable or exercisable within 60
     days of April 16, 2001.

 (8) Includes 1,886 shares owned by Mr. Laborde and his wife, Mary Laborde, as
     joint tenants. Also includes 50,000 shares, which may be acquired pursuant
     to the exercise of stock options currently exercisable or exercisable
     within 60 days of April 16, 2001.

 (9) Includes 45,000 shares, which may be acquired pursuant to the exercise of
     stock options currently exercisable or exercisable within 60 days of April
     16, 2001.

(10) Includes 30,000 shares, which may be acquired pursuant to the exercise of
     stock options currently exercisable or exercisable within 60 days of April
     16, 2001.

(11) Includes 15,000 shares, which may be acquired pursuant to the exercise of
     stock options currently exercisable or exercisable within 60 days of April
     16, 2001. Also includes 1,200,000 shares owned by Houston Post Oak
     Partners, Ltd., a Texas limited partnership of which Mr. Waters is the sole
     general partner.

(12) Includes 493,287 shares, which may be acquired pursuant to the exercise of
     stock options currently exercisable or exercisable within 60 days of April
     16, 2001.

(13) Includes shares allocated to employees through participation in our
     Employee Plans. As of March 31, 2000, 8,024 shares are allocated to
     officers in the Employee Plans.

(14) We have relied upon information contained in Schedule 13D filed with the
     SEC on October 20, 1999, as well as information contained in our stock
     records.

(15) We have relied upon information contained in Schedule 13G filed with the
     SEC on December 31, 2000, as well as information contained in our stock
     records.

     We do not know of any arrangement that may at a subsequent date result in a
change of control of our company.

     Based on our records and information provided to us by our directors and
executive officers, neither we, nor any of our associates or subsidiaries nor,
to the best of our knowledge, any of our directors or executive officers has
effected any transactions in our shares during the 60 days before the date of
this document.

     Except as otherwise described herein, neither we nor, to the best of our
knowledge, any of our affiliates, directors or executive officers, is a party to
any agreement, arrangement or understanding with any other person relating,
directly or indirectly, to the tender offer or with respect to any of our
securities, including, but not limited to, any agreement, arrangement or
understanding concerning the transfer or the voting of our securities, joint
ventures, loan or option arrangements, puts or calls, guarantees of loans,
guarantees against loss or the giving or withholding of proxies, consents or
authorizations.

11. EFFECTS OF THE TENDER OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE
    EXCHANGE ACT.

     Our purchase of shares under the tender offer likely will reduce the number
of shares that might otherwise be traded publicly and may reduce the number of
our shareholders. Nonetheless, we anticipate that there will be a sufficient
number of shares outstanding and publicly traded following completion of the
tender offer to ensure a continued trading market for the shares. Based upon
published guidelines of the American Stock Exchange, we do not believe that our
purchase of shares of common stock under the tender offer will cause our
remaining common stock to be delisted from the American Stock Exchange.

                                        18
<PAGE>   26

     Shares of our common stock are currently "margin securities" under the
rules of the Federal Reserve Board. This has the effect, among other things, of
allowing brokers to extend credit to their customers using such shares as
collateral. We believe that, following the purchase of shares of common stock
pursuant to the offer, the shares of common stock will continue to be "margin
securities" for purposes of the Federal Reserve Board's margin regulations.

     The shares are registered under the Exchange Act, which requires, among
other things, that we furnish information to our stockholders and SEC and comply
with the SEC's proxy rules in connection with meetings of our stockholders. We
believe that our purchase of the shares under the tender offer will not result
in the shares becoming eligible for deregistration under the Exchange Act.

12. LEGAL MATTERS; REGULATORY APPROVALS.

     Except as described above, we are not aware of any license or regulatory
permit that appears material to our business that might be adversely affected by
our acquisition of shares as contemplated by the tender offer or of any approval
or other action by any government or governmental, administrative or regulatory
authority or agency, domestic, foreign or supranational, that would be required
for the acquisition or ownership of shares by us as contemplated by the tender
offer. Should any approval or other action be required, we presently contemplate
that we will seek that approval or other action. We are unable to predict
whether we will be required to delay the acceptance for payment of or payment
for shares tendered under the tender offer until the outcome of that process is
known. We cannot assure you that any approval or other action, if needed, would
be obtained or would be obtained without substantial cost or conditions or that
the failure to obtain the approval or other action might not result in adverse
consequences to our business and financial condition. Our obligation under the
tender offer to accept for payment and pay for shares is subject to conditions.
See Section 6.

13. UNITED STATES FEDERAL INCOME TAX CONSEQUENCES.

     In General.  The following summary describes the material United States
federal income tax consequences relating to the tender offer. This summary is
based upon the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
regulations, administrative pronouncements and judicial decisions, all as in
effect as of the date of this document and all of which are subject to change,
possibly with retroactive effect. This summary addresses only shares that are
held as capital assets within the meaning of Section 1221 of the Code and does
not address all of the tax consequences that may be relevant to shareholders in
light of their particular circumstances or to certain types of shareholders
subject to special treatment under the Code, including, without limitation,
certain financial institutions, dealers in securities or commodities, traders in
securities who elect to apply a mark-to-market method of accounting, insurance
companies, tax-exempt organizations, persons who hold shares as a position in a
"straddle" or as a part of a "hedging," "conversion" or "constructive sale"
transaction for United States federal income tax purposes or persons who
received their shares through the exercise of employee stock options or
otherwise as compensation. In addition, except as otherwise specifically noted,
this discussion applies only to "United States holders" (as defined below). This
summary also does not address the state, local or foreign tax consequences of
participating in the tender offer. For purposes of this discussion, a "United
States holder" means:

     - a citizen or resident of the United States;

     - a corporation or other entity taxable as a corporation created or
       organized in the United States or under the laws of the United States or
       of any political subdivision of the United States;

     - an estate, the income of which is includible in gross income for United
       States federal income tax purposes regardless of its source; or

     - a trust whose administration is subject to the primary supervision of a
       United States court and which has one or more United States persons who
       have the authority to control all of its substantial decisions.

                                        19
<PAGE>   27

     Holders of shares who are not United States holders should consult their
tax advisors regarding the United States federal income tax consequences and any
applicable foreign tax consequences of the tender offer and should also see
Section 3 for a discussion of the applicable United States withholding rules and
the potential for obtaining a refund of all or a portion of any tax withheld.

     YOU ARE URGED TO CONSULT YOUR TAX ADVISOR TO DETERMINE YOUR PARTICULAR TAX
CONSEQUENCES OF PARTICIPATING OR NOT PARTICIPATING IN THE TENDER OFFER.

     Characterization of the Purchase.  A United States holder will, depending
on the United States holder's particular circumstances, be treated for federal
income tax purposes either as having sold the United States holder's shares or
as having received a distribution in respect of stock from us.

     Under Section 302 of the Code, a United States holder whose shares are
purchased by us under the tender offer will be treated as having sold its
shares, and thus will recognize capital gain or loss upon the transaction if the
purchase:

     - results in a "complete termination" of the United States holder's equity
       interest in us;

     - results in a "substantially disproportionate" redemption with respect to
       the United States holder; or

     - is "not essentially equivalent to a dividend" with respect to the United
       States holder. Each of these tests, referred to as the "Section 302
       tests," is explained in more detail below.

     If a United States holder satisfies any of the Section 302 tests, the
United States holder will be treated as if it sold its shares to us and will
recognize capital gain or loss equal to the difference between the amount of
cash received under the tender offer and the United States holder's adjusted tax
basis in the shares surrendered in exchange therefor. This gain or loss will be
long-term capital gain or loss if the United States holder's holding period for
the shares that were sold exceeds one year as of the date of purchase under the
tender offer. Specific limitations apply to the deductibility of capital losses
by United States holders. Gain or loss must be determined separately for each
block of shares (shares acquired at the same cost in a single transaction) that
is purchased from a United States holder under the tender offer. A United States
holder may be able to designate which blocks of shares it wishes to tender under
the tender offer if less than all of its shares are tendered under the tender
offer, and the order in which different blocks will be purchased in the event of
proration under the tender offer. United States holders should consult their tax
advisors concerning the mechanics and desirability of that designation.

     If a United States holder does not satisfy any of the Section 302 tests,
the purchase of a United States holder's shares under the tender offer will not
be treated as a sale or exchange under Section 302 of the Code with respect to
the United States holder. Instead, the amount received by a United States holder
with respect to the purchase of its shares under the tender offer will be
treated as a distribution by us with respect to the United States holder's
shares. Such distribution will be treated as a dividend distribution to the
United States holder with respect to its shares under Section 301 of the Code,
taxable at ordinary income tax rates, to the extent of the United States
holder's share of our current or accumulated earnings and profits (as determined
under applicable provisions of the Code and Treasury Regulations), if any. To
the extent the amount exceeds the United States holder's share of our current or
accumulated earnings and profits, the excess first will be treated as a tax-free
return of capital to the extent of the United States holder's adjusted tax basis
in its shares and any remainder will be treated as capital gain (which may be
long-term capital gain as described above). To the extent that a purchase of a
United States holder's shares under the tender offer is treated as the receipt
by the United States holder of a dividend, the United States holder's adjusted
tax basis in the purchased shares will be added to any shares retained by the
United States holder.

     Constructive Ownership of Stock and Other Issues.  In applying each of the
Section 302 tests, United States holders must take into account not only shares
that they actually own but also shares they are treated as owning under the
constructive ownership rules of Section 318 of the Code. Under the constructive
ownership rules, a United States holder is treated as owning any shares that are
owned (actually and in some cases constructively) by related individuals and
entities as well as shares that the
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<PAGE>   28

United States holder has the right to acquire by exercise of an option or by
conversion or exchange of a security. Due to the factual nature of the Section
302 tests explained below, United States holders should consult their tax
advisors to determine whether the purchase of their shares under the tender
offer qualifies for sale treatment in their particular circumstances.

     We cannot predict whether or the extent to which the tender offer will be
oversubscribed. If the tender offer is oversubscribed, proration of tenders
under the tender offer will cause us to accept fewer shares than are tendered.
Therefore, no assurance can be given that we will purchase a sufficient number
of a United States holder's shares under the tender offer to ensure that the
United States holder receives sale treatment, rather than distribution
treatment, for United States federal income tax purposes under the rules
discussed below.

     Section 302 Tests.  One of the following Section 302 tests must be
satisfied in order for the purchase of shares under the tender offer to be
treated as a sale or exchange (as opposed to a distribution) for federal income
tax purposes:

     - Complete Termination Test.  The purchase of a United States holder's
       shares under the tender offer will generally result in a "complete
       termination" of the United States holder's equity interest in us only if
       all of the shares that are actually or constructively owned by the United
       States holder are sold under the tender offer. United States holders
       should consult their tax advisors with regard to the complete termination
       test, the applicability of the constructive ownership rules and certain
       rules regarding the waiver of attribution of ownership applicable in
       certain situations.

     - Substantially Disproportionate Test.  The purchase of a United States
       holder's shares under the tender offer will result in a "substantially
       disproportionate" redemption with respect to the United States holder if,
       among other things, the percentage of the then outstanding shares
       actually and constructively owned by the United States holder immediately
       after the purchase is less than 80% of the percentage of the shares
       actually and constructively owned by the United States holder immediately
       before the purchase.

     - Not Essentially Equivalent to a Dividend Test.  The purchase of a United
       States holder's shares under the tender offer will be treated as "not
       essentially equivalent to a dividend" if the reduction in the United
       States holder's proportionate interest in us as a result of the purchase
       constitutes a "meaningful reduction" of the United States holder's
       interest in us given the United States holder's particular circumstances.
       Whether the receipt of cash by a shareholder who sells shares under the
       tender offer will be "not essentially equivalent to a dividend" will
       depend upon the stockholder's particular facts and circumstances. The IRS
       has indicated in a published revenue ruling that even a small reduction
       in the percentage interest of a shareholder whose relative stock interest
       in a publicly held corporation is minimal and who exercises no control
       over corporate affairs may constitute a "meaningful reduction." United
       States holders should consult their tax advisors as to the application of
       this test in their particular circumstances.

     Corporate Shareholder Dividend Treatment.  In the case of a corporate
United States holder, to the extent that any amounts received under the tender
offer are treated as a dividend, such holder may be eligible for the
dividends-received deduction. The dividends-received deduction is subject to
limitations. In addition, any amount received by a corporate United States
holder pursuant to the tender offer that is treated as a dividend may constitute
an "extraordinary dividend" under Section 1059 of the Code. Corporate United
States holders should consult their own tax advisors as to the application of
Section 1059 of the Code to the tender offer, and to the tax consequences of
dividend treatment in their particular circumstances.

     Shareholders Whose Shares are not Purchased Under the Tender Offer.
Shareholders whose shares are not purchased under the tender offer will not
incur any tax liability as a result of the completion of the tender offer.

                                        21
<PAGE>   29

     Backup Withholding.  See Section 3 with respect to the application of
United States federal backup withholding tax.

     The discussion set forth above is included for general information only.
You are urged to consult your tax advisor to determine the particular tax
consequences to you of the tender offer, including the applicability and effect
of state, local and foreign tax laws.

14. EXTENSION OF THE TENDER OFFER; TERMINATION; AMENDMENT.

     We expressly reserve the right, in our sole discretion, at any time and
from time to time, and regardless of whether or not any of the events set forth
in Section 6 shall have occurred or shall be deemed by us to have occurred, to
extend the period of time during which the tender offer is open and thereby
delay acceptance for payment of, and payment for, any shares by giving oral or
written notice of such extension to the Depositary and making a public
announcement of such extension. We also expressly reserve the right, in our sole
discretion, to terminate the tender offer and not accept for payment or pay for
any shares not theretofore accepted for payment or paid for or, subject to
applicable law, to postpone payment for shares upon the occurrence of any of the
conditions specified in Section 6 hereof by giving oral or written notice of
such termination or postponement to the Depositary and making a public
announcement of that termination or postponement. Our reservation of the right
to delay payment for shares which we have accepted for payment is limited by
Rule 13e-4(f)(5) under the Exchange Act, which requires that we must pay the
consideration offered or return the shares tendered promptly after termination
or withdrawal of a tender offer. Subject to compliance with applicable law, we
further reserve the right, in our sole discretion, and regardless of whether any
of the events set forth in Section 6 shall have occurred or shall be deemed by
us to have occurred, to amend the tender offer in any respect, including,
without limitation, by decreasing or increasing the consideration offered in the
tender offer to holders of shares or by decreasing or increasing the number of
shares being sought in the tender offer. Amendments to the tender offer may be
made at any time and from time to time effected by public announcement, such
announcement, in the case of an extension, to be issued no later than 9:00 a.m.,
New York City time, on the next business day after the last previously scheduled
or announced expiration date.

     Any public announcement made under the tender offer will be disseminated
promptly to shareholders in a manner reasonably designed to inform shareholders
of such change. Without limiting the manner in which we may choose to make a
public announcement, except as required by applicable law, we have no obligation
to publish, advertise or otherwise communicate any such public announcement
other than by making a release through Business Wire.

     If we materially change the terms of the tender offer or the information
concerning the tender offer, we will extend the tender offer to the extent
required by Rules 13e-4(d)(2), 13e-4(e)(3) and 13e-4(f)(1) under the Exchange
Act. These rules and related releases and interpretations of the SEC provide
that the minimum period during which a tender offer must remain open following
material changes in the terms of the tender offer or information concerning the
tender offer (other than a change in price or a change in percentage of
securities sought) will depend on the facts and circumstances, including the
relative materiality of such terms or information. If (1) we increase or
decrease the price to be paid for shares or increase or decrease the number of
shares being sought in the tender offer and, if an increase in the number of
shares being sought, that increase exceeds 2% of the outstanding shares of our
common stock and (2) the tender offer is scheduled to expire at any time earlier
than the tenth business day following the first publication of notice of an
increase or decrease in the manner specified in this Section 14, the tender
offer will be extended until the expiration of a ten business day period.

15. FEES AND EXPENSES.

     We have retained MacKenzie Partners, Inc. to act as Information Agent and
Computershare Trust Company of New York to act as Depositary in connection with
the tender offer. The Information Agent may contact holders of shares by mail,
telephone, telegraph and in person and may request brokers, dealers, commercial
banks, trust companies and other nominee shareholders to forward materials
relating

                                        22
<PAGE>   30

to the tender offer to beneficial owners. The Information Agent and the
Depositary will each receive reasonable and customary compensation for their
respective services, will be reimbursed by us for specified reasonable
out-of-pocket expenses and will be indemnified against certain liabilities in
connection with the tender offer, including certain liabilities under the
federal securities laws.

     Wells Fargo Bank Texas, N.A. administers the Employee Plans and will
receive reasonable and customary compensation for its services as plan
administrator in connection with the offer and will be reimbursed for certain
out-of-pocket costs.

     No fees or commissions will be payable by us to brokers, dealers,
commercial banks or trust companies (other than fees to the Depositary, the
Information Agent and Wells Fargo Bank Texas, N.A. as described above) for
soliciting tenders of shares under the tender offer. Shareholders holding shares
through brokers or banks are urged to consult the brokers or banks to determine
whether transaction costs are applicable if shareholders tender shares through
such brokers or banks and not directly to the Depositary. We, however, upon
request, will reimburse brokers, dealers, commercial banks and trust companies
for customary mailing and handling expenses incurred by them in forwarding the
tender offer and related materials to the beneficial owners of shares held by
them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank
or trust company has been authorized to act as our agent or the agent of the
Information Agent or the Depositary for purposes of the tender offer. We will
pay or cause to be paid all stock transfer taxes, if any, on our purchase of
shares except as otherwise provided in this document and Instruction 7 in the
related Letter of Transmittal.

16. MISCELLANEOUS.

     We are not aware of any jurisdiction where the making of the tender offer
is not in compliance with applicable law. If we become aware of any jurisdiction
where the making of the tender offer or the acceptance of shares is not in
compliance with applicable law, we will make a good faith effort to comply with
the applicable law. If, after such good faith effort, we cannot comply with the
applicable law, the tender offer will not be made to (nor will tenders be
accepted from or on behalf of) the holders of shares in that jurisdiction. In
any jurisdiction where the securities, blue sky or other laws require the tender
offer to be made by a licensed broker or dealer, the tender offer shall be
deemed to be made on behalf of us by one or more registered brokers or dealers
licensed under the laws of that jurisdiction.

                                            TEAM, INC.

May 9, 2001

                                        23
<PAGE>   31

     The Letter of Transmittal and certificates for shares and any other
required documents should be sent or delivered by each shareholder or such
stockholder's broker, dealer, commercial bank, trust company or nominee to the
Depositary at one of its addresses set forth below.

                    The Depositary for the tender offer is:

                    COMPUTERSHARE TRUST COMPANY OF NEW YORK

<TABLE>
<S>                             <C>                             <C>
       By Hand Delivery:            By Overnight Delivery:                 By Mail:

  Computershare Trust Company     Computershare Trust Company     Computershare Trust Company
          of New York                     of New York                     of New York
       Wall Street Plaza               Wall Street Plaza              Wall Street Station
  88 Pine Street, 19th Floor      88 Pine Street, 19th Floor            P. O. Box 1010
      New York, NY 10005              New York, NY 10005         New York, New York 10268-1010
</TABLE>

                     Facsimile Transmission: (212) 701-7636
                        (for eligible institutions only)

         Confirm Receipt of Facsimile by Telephone Only: (212) 701-7624

     Any questions or requests for assistance may be directed to the Information
Agent at its telephone number and address set forth below. Requests for
additional copies of this Offer to Purchase, the related Letter of Transmittal
or the Notice of Guaranteed Delivery may be directed to the Information Agent at
the telephone number and address set forth below. You may also contact your
broker, dealer, commercial bank, trust company or nominee for assistance
concerning the tender offer. To confirm delivery of shares, you are directed to
contact the Depositary.

                    The Information Agent for the Offer is:

                         [MACKENZIE PARTNERS INC. LOGO]

                                156 FIFTH AVENUE
                            NEW YORK, NEW YORK 10010
                         (212) 929-5500 (CALL COLLECT)
                                       OR
                         CALL TOLL-FREE (800) 322-2885

                       EMAIL: proxy@mackenziepartners.com

                                        24
