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                                                                    EXHIBIT 10.2

                                THIRD AMENDMENT

                                   TEAM, INC.

                   NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN


         WHEREAS, the Board of Directors of Team, Inc. during a meeting held on
December 14, 1995, adopted a resolution amending the Team, Inc. Non-Employee
Directors' Stock Option Plan ("Plan") to increase the maximum number of shares
which may be offered pursuant to the Plan from 205,000 to 220,000, and a
resolution increasing the limited exercise period of Options by a Director
after termination of his term in office, or by his legal representative after
his death;

         NOW, THEREFORE, by order of the Board of Directors:

         1.      Paragraph 4 of the Plan has been amended in its entirety to
read as follows:

                 "4.      Common Stock Subject to Options.  The aggregate
         number of shares of the Company's Common Stock which may be issued
         upon exercise of Options granted under the Plan shall not exceed
         220,000, subject to adjustment under the provisions of Paragraph 7.
         The shares of Common Stock to be issued upon the exercise of Options
         may be authorized but unissued shares, shares issued and reacquired by
         the Company or shares bought on the market for the purposes of the
         Plan.  In the event any Option shall, for any reason, terminate or
         expire or be surrendered without having been exercised in full, the
         shares subject to such Option but not purchased thereunder shall again
         be available for Options to be granted under the Plan."

         2.      The first sentence of subparagraph 6(g), and the entirety of
subparagraph 6(h) have been amended to read as follows:

                 (g)  Termination of Directorship.  Upon an Optionee's
         Termination of Directorship, such Optionee's Option privileges shall
         be limited to the shares which were immediately purchasable by such
         Optionee at the date of such Termination of Directorship, and such
         Option privileges shall expire unless exercised by such Optionee on or
         before the second annual anniversary date of the date of such
         Termination of Directorship. . . .

                 (h)      Death of Optionee.  If an Optionee dies while such
         Optionee is a member of the Board, such Optionee's Option to purchase
         the total number of shares covered by the applicable Option Agreement
         shall thereupon become fully exercisable and shall remain exercisable
         by such Optionee's personal representative until the close of business
         on the first annual anniversary date of the Optionee's death, at which
         time they shall expire.


EFFECTIVE as of December 14, 1995.