FIRST RESERVE INC
STOCK PURCHASE AGREEMENT - MANNI
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>dex102.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT - MANNI
<TEXT>
<PAGE>

                                                                    Exhibit 10.2

                            STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT is dated as of January 10, 2002, by and among
Esslinger-Wooten-Maxwell, Inc. (the "Purchaser"), First Reserve, Inc. (the
"Company") and Charles Manni (the "Seller").

     WHEREAS, the Purchaser wishes to purchase, and the Seller is willing to
sell, 1,778,825 shares of the outstanding common stock of the Company (the
"Shares") from the Seller in exchange for the Purchase Price (as herein
defined), subject to the terms and conditions contained in this Agreement;

     NOW THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree that the foregoing recitals are true
and correct and further agree as follows:

     1.   Purchase and Sale. On the Closing (as defined herein), the Seller
shall sell, assign, transfer, convey and deliver the Shares to the Purchaser,
free and clear of any and all liens, claims and encumbrances, and the Seller
shall evidence such transaction by delivering to the Purchaser certificates for
the Shares along with stock power(s) duly endorsed in blank, in the name of the
Purchaser, with all applicable documentary stamp and/or transfer taxes paid by
the Seller.

     2.   Consideration. In consideration of the conveyance of the Shares to the
Purchaser, at the Closing the Purchaser shall deliver to the Seller $3,500,000
(the "Purchase Price") in cash (by bank check or wire transfer of funds). The
Purchaser shall also purchase an additional 127,059 shares of the common stock
of the Company currently owned by the Seller for $250,000 in cash on or prior to
the 30/th/ day following the Closing. In addition, the Purchaser shall purchase
the balance of the shares of the common stock of the Company owned by the Seller
(254,117 shares) for $500,000 in cash on or prior to June 30, 2002.

     3.   Option. The Company hereby grants to the Seller an option (the
"Option") to purchase up to 5% of the then-outstanding shares of common stock of
the Company (the "Option Shares") at a purchase price equal to the product of
90% of the "fair market value" of one share of the Company's common stock times
the amount of Option Shares, the total of which shall be payable in cash by the
Seller to the Company upon delivery of such Option Shares. The Option shall be
exercisable by the Seller on or before June 30, 2007, by notice in writing to
the Company at the address set forth herein. As used in this Section, the term
"fair market value" shall mean, (i) if the common stock of the Company is
"publicly traded" in a U.S. market, then the weighted average closing bid price
for the five immediately preceding trading days, or (ii) if alternative (i) is
not available, then the per share purchase price involved in the most recent
(from the date of the exercise of this Option) closing of an arm's length, third
party private sale or purchase of the common stock of the Company by the
Company, Allen C. Harper or Ronald A. Shuffield. Any dispute regarding the
determination of the "fair market value" of the

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Company shall be resolved by the Company's independent certified public
accountants and their decision shall be final and binding.

          In connection with the granting of the Option, any and all other
options, warrants or other agreements to purchase shares of the common stock of
the Company held by the Seller and/or any of his affiliates are hereby cancelled
and of no further force and effect. Without limiting the generality of the
foregoing, those certain First Reserve, Inc. Common Stock Purchase Warrants (to
purchase up to 1,000,000 shares of common stock of the Company), dated as of
August 31, 1998, issued in the name of VALORSEC Verwaltungs & Treu-Anstalt are
hereby cancelled and of no further force and effect.

     4.   Closing. The closing of the purchase and sale of the Shares shall
occur by courier, e.g., Federal Express or similar delivery service, on or about
April 30, 2002, unless the parties mutually agree in writing to another date
(the "Closing").

     5.   Seller's Representations and Warranties. In order to induce the
Purchaser and Company to enter into this Agreement and purchase the Shares, the
Seller makes the following representations and warranties to the Purchaser and
the Company, which representations and warranties shall be true and correct as
of the Closing as well as on the date hereof:

          5.1  All action on the part of the Seller necessary for the
authorization, execution, and delivery of this Agreement, the performance of all
obligations of the Seller hereunder, and the sale and delivery of the Shares has
been taken or will be taken prior to the Closing, and this Agreement constitutes
the legal, valid and binding obligation of the Seller, enforceable in accordance
with its terms. Neither the Seller's execution and delivery of this Agreement
nor its consummation of the transactions contemplated hereby requires the
approval or consent of any third party, whether governmental or otherwise.

          5.2  The Seller is the sole legal, record and beneficial owner of the
Shares and has the right now and until the Closing to sell the Shares. The
Shares are duly and validly issued and authorized, fully paid and
non-assessable. Upon the conveyance of the Shares as contemplated hereby, the
Company will be vested with legal and valid title to the Shares, free and clear
of all liens, pledges, security interests, irrevocable proxies, encumbrances or
restrictions of any kind.

          5.3  No representation or warranty of the Seller contained in this
Agreement contains or will contain any untrue statement of a material fact nor
will such representations, warranties, covenants, or statements taken as a whole
omit a material fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading.

     6.   Purchaser's and Company's Representations and Warranties. In order to
induce the Seller to enter into this Agreement and sell the Shares, each of the
Purchaser and the Company makes the following representations and warranties to
the Seller, which representations and warranties shall be true and correct as of
the Closing as well as the date hereof:

                                       2

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          6.1  All corporate action on the part of the Purchaser and the Company
necessary for the authorization, execution, and delivery of this Agreement and
the performance of all obligations of the Purchaser and the Company hereunder
has been taken or will be taken prior to the Closing, and this Agreement
constitutes the legal, valid and binding obligation of the Purchaser and the
Company, as appropriate, enforceable in accordance with its terms. Neither the
execution and delivery of this Agreement by the Purchaser and the Company nor
the consummation of the transactions contemplated hereby requires the approval
or consent of any third party, whether governmental or otherwise.

          6.2  Neither the execution and delivery of this Agreement by the
Purchaser and the Company nor the consummation of the transactions contemplated
hereby requires the approval or consent of any third party.

          6.3  No representation or warranty of the Purchaser or the Company
contained in this Agreement contains or will contain any untrue statement of a
material fact nor will such representations, warranties, covenants, or
statements taken as a whole omit a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.

     7.   Conditions Precedent to the Purchaser's and the Company's Obligations.
The obligations of the Purchaser and the Company to consummate the transactions
contemplated hereby shall be subject to the satisfaction, at or prior to the
Closing, of all of the following conditions, except such conditions as the
Purchaser and the Company may waive in writing:

          7.1  Seller shall have complied in all material respects with all of
the agreements and covenants applicable to the Seller contained herein, and all
the representations and warranties of the Seller contained herein shall be true
at and as of the Closing with the same effect as though made at and as of the
Closing.

          7.2  All action (including notifications and filings) that shall be
required to be taken by the Seller in order to consummate the transactions
contemplated hereby shall have been taken and all consents, approvals,
authorizations and exemptions from third parties that shall be required in order
to enable the Seller to consummate the transactions contemplated hereby shall
have been duly obtained.

          7.3  No order of any court or governmental or regulatory authority or
body which restrains or prohibits the transactions contemplated hereby shall be
in effect on the Closing and no suit or investigation by any government agency
to enjoin the transactions contemplated hereby or seek damages or other relief
as a result thereof shall be pending or threatened as of the Closing.

          7.4  On or prior to the Closing, Thierry Manni shall resign as a
director of the Company.

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<PAGE>

     8.   Conditions Precedent to the Seller's Obligations. The obligations of
the Seller to consummate the transactions contemplated hereby shall be subject
to the satisfaction, at or prior to the Closing Date, of all of the following
conditions, except such conditions as the Seller may waive in writing:

          8.1  Each of the Purchaser and the Company shall have complied in all
material respects with all of the agreements applicable to such parties
contained herein, and all of the representations and warranties of each of the
Purchaser and the Company contained herein shall be true in all material
respects at and as of the Closing with the same effect as though made at and as
of the Closing.

          8.2  All action (including notifications and filings) that shall be
required to be taken by either the Purchaser or the Company in order to
consummate the transactions contemplated hereby shall have been taken and all
consents, approvals, authorizations and exemptions from third parties that shall
be required in order to enable the Purchaser and the Company to consummate the
transactions contemplated hereby shall have been duly obtained.

          8.3  No order of any court or governmental or regulatory authority or
body which restrains or prohibits the transactions contemplated hereby shall be
in effect on the Closing and no suit or investigation by any government agency
to enjoin the transactions contemplated hereby or seek damages or other relief
as a result thereof shall be pending or threatened in writing as of the Closing.

     9.   Survival of Representations and Warranties; Indemnification

          9.1  The representations, warranties, covenants and agreements
contained herein to be performed or complied with after the Closing shall
survive without limitation as to time, unless the covenant or agreement
specifies a term, in which case such covenant or agreement shall survive until
the expiration of such specified term.

          9.2  From and after the Closing, each party shall indemnify, defend
and hold harmless the other (the party seeking indemnification being referred to
as the "Indemnified Party") from, against and in respect of any and all claims,
losses, liabilities and damages, including, without limitation, amounts paid in
settlement, reasonable costs of investigation and reasonable fees and
disbursements of counsel (whether at the pre-trial, trial or appellate levels)
which the Indemnified Party shall suffer, sustain or become subject to by virtue
of or which arises our of, or results from the breach of any representation,
warranty, covenant or agreement, set forth in this Agreement or contained in any
instrument or certificate delivered pursuant hereto. To the extent incurred
prior to a settlement or conclusion of any litigation arising hereunder, such
reasonable costs and fees shall be paid by the Indemnifying Party as incurred by
the Indemnified Party.

          9.3  The Indemnified Party shall promptly notify the party against
whom indemnification is sought (the "Indemnifying Party") in writing of any
claim for indemnification, specifying in detail the basis of such claim, the
facts pertaining thereto and, if known, the amount, or an estimate of the
amount, of the liability arising therefrom. The Indemnified Party

                                       4

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shall provide to the Indemnifying Party as promptly as practicable thereafter
all information and documentation necessary to support and verify the claim
asserted and the Indemnifying Party shall be given reasonable access to all
books and records in the possession or control of the Indemnified Party or any
of its affiliates which the Indemnifying Party reasonably determines to be
related to such claim.

     10.  Expenses. Except as otherwise provided herein, each of the parties
will bear their own costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby.

     11.  Notices. Any notices, requests, demands and other communications
required or permitted to be given hereunder must be in writing and will be
deemed to have been duly given when personally delivered or facsimile
transmitted, or three days after deposit in the United States mail, by certified
mail, postage prepaid, return receipt requested, as follows:

          If to the Purchaser or the Company:

               c/o First Reserve, Inc.
               1360 S. Dixie Highway
               Coral Gables, Florida
               Attention: Allen C. Harper

                 -- with a copy to --

               Adorno & Zeder, P.A.
               2601 South Bayshore Drive, Suite 1600
               Miami, Florida 33133
               Attention: Dennis J. Olle

          If to the Seller:

               Charles Manni
               Mecaplast Company
               4-6 BLOC C
               Avenue Prince Hereditaire Albert
               MC 98000
               Monaco

or to such other addresses or facsimile numbers as either party hereto may from
time to time give notice of (complying as to delivery with the terms of this
Section) to the other.

     12.  Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersede all prior agreements, understandings,
negotiations and discussions, both written and oral, between the parties hereto
with respect to the sale of the Shares to the Company.

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<PAGE>

     13.  Benefits; Binding Effect; Assignment. This Agreement is for the
benefit of and binding upon the parties hereto, their respective successors and,
where applicable, assigns. Neither party may assign this Agreement or any of its
rights, interests or obligations hereunder without the prior approval of the
other party.

     14.  Waiver. No waiver of any of the provisions of this Agreement will be
deemed to constitute or will constitute a waiver of any other provision hereof
(whether or not similar), nor shall any such waiver constitute a continuing
waiver unless otherwise expressly so provided.

     15.  No Third Party Beneficiary. Unless otherwise expressed in this
Agreement, nothing expressed or implied in this Agreement is intended, or will
be construed, to confer upon or give any person or entity other than the parties
hereto and their respective successors and assigns any rights or remedies under
or by reason of this Agreement.

     16.  Section Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of any provisions of this Agreement.

     17.  Counterparts. This Agreement may be executed by the parties hereto in
separate counterparts, each of which will be deemed to be one and the same
instrument.

     18.  Disputes. All claims, disputes and other matters in question between
the parties to this Agreement, arising out of or relating to this Agreement or
the breach thereof, shall be filed and heard only in the state and federal
courts of Florida sitting in Miami-Dade County. In the event of such litigation,
the prevailing party shall be entitled to an award of attorneys' fees and costs
(including pre-trial, trial or appellate level costs).

     19.  Remedies Cumulative. No remedy made available by any of the provisions
of this Agreement is intended to be exclusive of any other remedy, and each and
every remedy is cumulative and is in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity.

     20.  Equitable Remedies. The Seller acknowledges and agrees that Company
will not have an adequate remedy at law in the event of any breach by the Seller
of this Agreement and that, therefore, Company shall be entitled, in addition to
any other remedies which may be available to it, to injunctive and/or other
equitable relief to prevent or remedy a breach.

     21.  Construction. The parties have participated jointly in the negotiation
and drafting of this Agreement. In the event an ambiguity or question of intent
or interpretation arises, this Agreement shall be construed as if drafted
jointly by the parties and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any of the
provisions of this Agreement. Any reference to any federal, state, local or
foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise.

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<PAGE>

     22.  Further Documentation. The parties shall execute and deliver any other
instruments or documents and take any further actions after the execution of
this Agreement, which may be reasonably required for the implementation of this
Agreement and the transactions contemplated hereby.

     23.  Governing Law. This Agreement will be governed by and construed and
enforced in accordance with the internal laws of the State of Florida.



                      [SIGNATURES BEGIN ON FOLLOWING PAGE]

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     IN WITNESS WHEREOF, the parties hereto have each executed and delivered
this Agreement as of the day and year first above written.

                                        PURCHASER:

                                        ESSLINGER-WOOTEN-MAXWELL, INC.



                                        By:   /s/ Allen C. Harper
                                              Allen C. Harper
                                              Chief Executive Officer


                                        COMPANY:

                                        FIRST RESERVE, INC.



                                        By:   /s/ Allen C. Harper
                                              Allen C. Harper
                                              Chief Executive Officer


                                        SELLER:



                                              /s/ Charles Manni
                                              Charles Manni

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