SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))

[X] Definitive Proxy Statement

CLX ENERGY INC.
(Name of Registrant As Specified In Its Charter)

Payment of Filing Fee (check the appropriate box):

[x] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

1) Title of each class of securities to which transaction
applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

CLX ENERGY INC.
518 17th Street, Suite 745
Denver, CO 80303

NOTICE OF 2001 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 20, 2001

To All Shareholders:

The 2001 annual meeting of shareholders of CLX Energy Inc., a Colorado
corporation, will be held on March 20, 2001, 10:00 A.M. at the Denver Center,
Lobby Conference Room, 1776 Lincoln Street, Denver, Colorado. The purposes of
the meeting are to:

o Elect six directors to serve during the next year,

o Approve a reverse stock split immediately followed by
a forward stock split of CLX Energy's outstanding
common stock, and

o Transact any other business which may properly come
before the meeting.

Please note that the board of directors is requesting that you approve
the reverse stock split immediately followed by a forward stock split. This will
cash out shareholders holding fewer than 100 shares of CLX Energy common stock
and save CLX Energy substantial expenses annually and provide a cost effective
exit for our smallest shareholders.

Only shareholders of record at the close of business on January 31,
2001 may vote at the meeting. If you attend the meeting, you may vote your
shares in person. If you do not expect to attend the meeting, please fill in,
date, sign and return the proxy card in the enclosed envelope which requires no
postage if mailed in the United States.

By Order of the Board of Directors,

/s/ E.J. Henderson

February 20, 2001

2
3

CLX ENERGY INC.
518 17th Street, Suite 745
Denver, CO 80202

PROXY STATEMENT

2001 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 20, 2001

GENERAL

This proxy statement contains information about the 2001 annual meeting
of shareholders of CLX Energy Inc. to be held on March 20, 2001, at 10:00 A.M.
local time at the Denver Center, Lobby Conference Room, 1776 Lincoln Street,
Denver, Colorado. The CLX Energy board of directors is using this proxy
statement to solicit proxies for use at the meeting. You can find other detailed
information about CLX Energy in the accompanying annual report to security
holders, which includes CLX Energy's annual report on Form 10-K for the fiscal
year ended September 30, 2000. This proxy statement and enclosed proxy card is
being mailed to you on or about February 22, 2001.

PURPOSES OF THE ANNUAL MEETING

At CLX Energy's annual meeting, shareholders will vote to elect six
directors to serve during the next year, approve a reverse stock split
immediately followed by a forward stock split of CLX Energy's outstanding common
stock, and vote on any other business that may properly come before the meeting.

VOTING SECURITIES AND VOTE REQUIRED

Only shareholders of record at the close of business on January 31,
2001 are entitled to vote at the meeting. As of January 31, 2001 there were
issued and outstanding 10,523,132 shares of CLX Energy common stock. Holders of
common stock are entitled to one vote per share.

The shares represented by all proxies that are properly executed and
submitted will be voted at the meeting in accordance with the instructions
indicated thereon. Unless otherwise directed, votes will be cast "For" the
nominees for election as directors and "For" the approval of a reverse stock
split immediately followed by a forward stock split of CLX Energy's outstanding
common stock.

REVOKING A PROXY

You may revoke a proxy before the vote is taken at the meeting by:

o submitting a new proxy with a later date,

o by voting at the meeting, or

o by filing a written revocation with CLX Energy's
corporate secretary.

Your attendance at the meeting will not automatically revoke your
proxy.

2
4

QUORUM AND VOTING REQUIREMENTS

The presence in person or by proxy of the holders of one third of the
outstanding shares of stock entitled to vote at the meeting is required to
constitute a quorum at the meeting. Abstentions count as present for
establishing a quorum. Where a quorum is present, the affirmative vote of a
majority of the shares represented entitled to vote at the meeting is required
for the election of directors and for the approval of the reverse stock split
immediately followed by the forward split transaction.

Shares which abstain from voting and shares held in "street name" by
brokers or nominees who indicate that they do not have discretionary authority
to vote those shares on the particular matter being voted on will not be counted
as votes in favor of that matter, and will also not be counted as votes cast or
shares voting on that matter. Accordingly, abstentions and "broker non-votes"
will have no effect on the voting on a matter such as the election of directors
and for the approval of the reverse stock split immediately followed by the
forward split transaction which requires the affirmative vote of a plurality or
a certain percentage of the votes cast or shares voting on a matter.

PAYMENT OF PROXY SOLICITATION COSTS

All of the expenses involved in preparing and mailing this proxy
statement and the enclosed materials and all costs of soliciting proxies will be
paid by CLX Energy. In addition to solicitation by mail, proxies may be
solicited by CLX Energy officers and regular employees by telephone or personal
interview. These individuals will not receive any compensation for their
services other than their regular salaries. Arrangements will also be made with
brokerage houses and other custodians and fiduciaries to forward solicitation
materials to the beneficial owners of the shares held on the record date, and
CLX Energy may reimburse those persons for reasonable out-of-pocket expenses
incurred by them in so doing.

PROPOSAL 1
ELECTION OF DIRECTORS

CLX Energy's board of directors currently has six members, and each
position is to be elected annually. At this meeting shareholders will vote to
elect six directors to serve for a one year period. CLX Energy's nominees for
these directorships are identified below and have indicated their willingness to
serve if elected.

THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" ELECTING THE NOMINEES.

The names and biographical information for each director nominee are
set forth below. There are no family relationships among any of the CLX Energy
directors or executive officers.

3
5

NAME AGE POSITION DIRECTOR SINCE

James L. Burkhart 66 Chairman of the board, Director February 2, 1999
Robert E. Gee 69 Director February 2, 1999
E. J. Henderson 66 President, CEO, Treasurer & Director March 26, 1993
Ronald M. Sitton 54 Secretary and Director February 2, 1999
S.W. Houghton 60 Director March 26, 1993
George H.C. Lawrence 63 Director December 2, 1993

DIRECTOR NOMINEES

JAMES L. BURKHART. Mr. Burkhart graduated from Texas A&M University in
1957 with a B.S. Degree in Petroleum Engineering and attended the graduate
school of business of the University of Tulsa in 1968-1969 and Stanford
University's advanced management program in 1974. He joined a predecessor to
Amoco Production Company in 1957 and held various staff and engineering
management positions with them until 1969. At that time, he joined Cotton
Petroleum Corporation, Denver, Colorado, as Vice President, Production. He
became a Director of Cotton in 1971, Executive Vice President in 1973, and was
made President and Chief Operating Officer in 1976. He joined Santa Fe
Industries as President of Santa Fe Natural Resources, Inc. and Chief Executive
Officer of Santa Fe Energy Company in 1979. In mid-1980, Mr. Burkhart formed
Burkhart Petroleum Corporation in Tulsa, Oklahoma, and was its Chairman,
President and Chief Executive Officer until leaving at the end of 1986 to form
BRG Petroleum, Inc. in June 1987. After the sale of BRG Petroleum, Inc. in June
1998, he co-founded BRG Petroleum Corporation. Cotton Petroleum Corporation,
Burkhart Petroleum Corporation, and BRG Petroleum, Inc. each operated
investor-funded joint ventures and limited partnerships. BRG Petroleum
Corporation currently manages and operates an investor-funded drilling program
and income fund limited partnership.

ROBERT E. GEE. Mr. Gee graduated from Virginia Military Institute in
1954 with a B.S. Degree in Civil Engineering and from Stanford University in
1961 with a MBA in Business Administration. He joined IBM Corporation in 1961
and held various marketing and financial positions until 1969. After a marketing
career with Microform Data Systems and Memorex, Mr. Gee entered the investment
field on a full-time basis in 1973 with Capital Analysis, Inc. In 1976, he was a
co-founder of Capital Concepts Investment Corp. Subsequently, in January 1982,
after resigning from Capital Concepts, he co-founded Stanford Investment Group,
Inc. and has been Chairman of that organization since inception. Stanford
Investment Group, Inc. is a broker/dealer and registered investment advisor.

E. J. HENDERSON. Mr. Henderson is a graduate of Texas A & M University
with a B.S. in Petroleum Engineering. Mr. Henderson served in
engineering/operations positions with Pan American Petroleum and Hunt Oil
Company and in engineering/management positions with Consolidated Oil & Gas,
Inc. and K.R.M. Petroleum Corporation. Mr. Henderson founded Henderson Petroleum
Corporation in September 1978. Henderson Petroleum Corporation, a public
corporation, was acquired by Burkhart Petroleum Corporation in December 1985.
Mr. Henderson has served as President of E & S Investments, Inc. since its
formation in April 1981 until the merger with CLX Energy, Inc. in March 1993.

4
6

RONALD M. SITTON. Mr. Sitton is a graduate of McMurry University in
Abilene, Texas. From 1976 through 1983, Mr. Sitton served as Vice President of
Sitton Drilling Company in Lubbock, Texas. He became President of that company
in 1983 and served as President until January 1998, at which time Sitton
Drilling Company was sold to Key Energy Corp. Since that time, Mr. Sitton has
managed various personal oil and gas and real estate investments.

S. W. HOUGHTON. Mr. Houghton is a graduate of the Wharton School of
Finance and Commerce with a B.S. in Economics. Mr. Houghton has an extensive
background in investment banking in the financial and natural resources
industries serving in corporate management, an investor and a director in
several public and private oil, gas, and mining companies. Some of the companies
with which Mr. Houghton has been associated are Cotton Petroleum Corporation,
Henderson Petroleum Corporation, Siskon Mining Corporation, and Hadson
Corporation. Since resigning as President and Chief Executive Officer of Hadson
Corporation in February 1990, Mr. Houghton has been active as a private investor
and in the management of Houghton & Company, Inc.

GEORGE H. C. LAWRENCE. Mr. Lawrence is a graduate of Columbia College
(NYC) and Pace University. Mr. Lawrence has extensive experience in investment
banking, having served with W. E. Hutton & Co., R. W. R/Pressrich & Co., and G.
H. Walker & Co. from 1960 to 1970. Since 1970, Mr. Lawrence has been President
and CEO of Lawrence Investing Co., a 100-year old family-owned real estate
development company. Mr. Lawrence has served on the Board of Directors of
several companies, including Cotton Petroleum Corporation from 1971 to 1986. He
has served as a Trustee of Sarah Lawrence College and as a member of the Board
of Governors of Lawrence Hospital

BOARD AND COMMITTEE MEETINGS

The CLX Energy board of directors met four (including by telephone
conference) during the fiscal year ended September 30, 2000. All members of the
board of directors attended at least 75% of the meetings held with the exception
of S. W. Houghton.

The board of directors has no standing nominating committee,
compensation committee, audit committee, or other committee performing similar
functions.

DIRECTOR COMPENSATION

Directors are not compensated for their services; however, directors
are currently reimbursed for travel expenses and the cost of overnight
accommodations incurred in connection with attendance of Director's meetings.

SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table shows beneficial ownership as of January
31, 2001 of shares of CLX Energy common stock by each person known to CLX Energy
to beneficially own more than 5% of the outstanding shares of CLX Energy stock,
the CLX Energy directors and the CLX Energy executive officers listed in the
summary compensation table below, and all current CLX Energy directors and
executive officers as a group.

5
7

- -----------------------------------------------------------------------------------------------------------
COMMON STOCK
NAME POSITION PAR VALUE $0.001 % OF CLASS
- -----------------------------------------------------------------------------------------------------------

Officers & Directors: Chairman of the Board, 2,569,551(1) 24.42
James L. Burkhart Director & Member of the
4904 Lakeridge Dr. Executive Committee
Lubbock, TX 79424
- -----------------------------------------------------------------------------------------------------------
E. J. Henderson CEO, President, Treasurer, 285,000(2) 2.71
518 17th Street, #745 Director, Member of the
Denver, CO 80202 Executive Committee
- -----------------------------------------------------------------------------------------------------------
Ronald M. Sitton Secretary, Director, Member 314,944 2.99
4904 Lakeridge Dr. of the Executive Committee
Lubbock, TX 79424
- -----------------------------------------------------------------------------------------------------------
Robert E. Gee Director 944,832(3) 8.98
69 DeBell Drive
Atherton, CA 94027
- -----------------------------------------------------------------------------------------------------------
S. W. Houghton Director 412,390 3.92
420 Madison Ave., #901
New York, NY 10017
- -----------------------------------------------------------------------------------------------------------
George H. C. Lawrence Director 42,000(4) *
198 Spinnaker Drive
Vero Beach, FL 32963
- -----------------------------------------------------------------------------------------------------------
B.J. Reid Shareholder 839,851(5) 7.98
- -----------------------------------------------------------------------------------------------------------
Officers and Directors as a 4,568,767 43.42
group (6 persons)
- -----------------------------------------------------------------------------------------------------------

* Less than 1%

(1) Held in the name of James L. Burkhart Living Trust dated September 17,
1997.

(2) Does not include an option to acquire 500,000 shares of CLX Energy's
common stock granted April 26, 1999, at a price of $0.16 per share
under the terms of CLX Energy's Qualified Employees Stock Option Plan
of March 1, 1994.

(3) Held in the name of Gee Family Trust dated December 23, 1992 - 104,981
shares and BKM Family Limited Partnership - 839,851 shares.

(4) Held in the name of Lawrence Properties, Inc.

(5) Rule 13d-3 under the Securities Exchange Act of 1934 involving the
determination of beneficial owners of securities, includes as
beneficial owners of securities any person who directly or indirectly,
through any contract, arrangement, understanding, relationship or
otherwise has, or shares, voting power and/or investment power with
respect to such securities, and any person who has the right to acquire
beneficial ownership of such securities within sixty days, including
through the exercise of any option, warrant or conversion of a
security.

6
8

EXECUTIVE COMPENSATION

The following table sets forth information regarding compensation of
certain Executive Officers of the CLX Energy.

- -------------------------------------------------------------------------
Annual
Name Principal Position Year Compensation
- -------------------------------------------------------------------------

E. J. Henderson President, Chief Executive 2000 $49,000
Officer and Chief Financial 1999 $38,000
officer 1998 $33,500
- -------------------------------------------------------------------------

No other form of compensation was paid during 1998, 1999, 2000. No
other officer, director or employee of CLX Energy received total compensation in
excess of $100,000 during the last three fiscal years.

CLX Energy does not have any plans for its executive officers involving
stock appreciation rights, long-term incentive, employment contracts,
termination of employment and change in control agreements. No options were
granted to Mr. Henderson during 2000.

The following table sets forth information regarding the number and
value of unexercised stock options held as of September 30, 2000 by Mr.
Henderson.

FISCAL YEAR-END OPTION VALUES

Number of Securities
Underlying Unexercised
Options at Fiscal Year-End
Name Exercisable / Unexercisable
-------------- ---------------------------

E.J. Henderson -- / 500,000

As of September 30, 2000 the only outstanding stock option was held by
Mr. Henderson.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the U.S. securities laws, directors, certain executive officers
and persons holding more than ten percent of the CLX Energy's common stock must
report their initial ownership of the common stock and any changes in the
ownership to the SEC. The SEC has designated specific due dates for those
reports and CLX Energy must identify in this report those persons who did not
file those reports when due. Based solely on the CLX Energy's review of copies
of the reports filed with the SEC and written representations of its directors
and executive officers, CLX Energy believes that all persons subject to
reporting filed required reports on time in the fiscal year ended September 30,
2000.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

NOTES PAYABLE

During the year ended September 30, 1999 CLX Energy borrowed $202,125
from its major shareholder James L. Burkhart for the deposit on an oil and gas
property purchased by

7
9

CLX Energy. The loan was repaid with interest at 8.5% on August 11, 1999 when
CLX Energy obtained bank financing of $2,000,000. On January 15, 2001, the bank
loan had a balance due of $577,857 and bears interest at 9.5%. The loan is
secured by the oil and gas properties of CLX Energy and a portion of the loan is
guaranteed by the major shareholder.

The weighted average balance outstanding and the weighted average
interest rate for 2000 and 1999 were as follows:

--------------------------------------------------------------------------
2000 1999
--------------------------------------------------------------------------

Weighted average balance outstanding $ 429,816 297,231
--------------------------------------------------------------------------
Weighted average interest rate 9.7% 8.9%
--------------------------------------------------------------------------

PROPOSAL 2
REVERSE STOCK SPLIT FOLLOWED BY A FORWARD STOCK SPLIT

The shareholders will vote whether to approve a reverse 100-for-1 stock
split followed immediately by a forward 1-for-25 shares stock split of CLX
Energy's common stock. As permitted under Colorado Law, shareholders whose
shares of stock are converted into less than 1 share in the reverse split will
receive cash payments equal to the fair value of those fractional interests. We
refer to the reverse and forward stock splits, together with the related cash
payment to shareholders with small holdings, as the "Transaction."

Upon approval, the Transaction will take place on April 23, 2001
("Effective Date"). In order to complete the Transaction, a majority of the
shareholders entitled to vote at the annual meeting must approve the proposal.

THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE APPROVAL OF THE
TRANSACTION.

The highlights of the Transaction are as follows.

EFFECT ON SHAREHOLDERS:

If approved, the Transaction will affect CLX Energy shareholders as
follows after completion:

Net Effect After Transaction
Shareholder as of January 15, 2001 Completion
-------------------------------------------------------------------------------------------------------------

Shareholders holding 100 or more shares of CLX Energy For every 100 shares they will now hold 25
stock in an account shares.
-------------------------------------------------------------------------------------------------------------
Shareholders holding fewer than 100 shares of CLX Shares will be cashed out at a price based
Energy stock in an account. on the trading value of the shares at that
time (see "Determination of Trading Value"
below). You will not have to pay any commissions
or other fees on this cash-out. Holders of
these shares will not have any continuing
equity interest in CLX Energy.

8
10

BACKGROUND AND PURPOSE OF THE TRANSACTION

As of January 15, 2001, approximately 789 holders of CLX Energy common
stock owned fewer than 100 shares of stock. At that time, these shareholders
represented approximately 55% of the total number of holders of CLX Energy
stock, but they owned less than .21% of the total number of outstanding shares
of CLX Energy's stock.

The Transaction will provide shareholders with fewer than 100 shares
with a cost-effective way to cash out their investments, because CLX Energy will
pay all transaction costs such as transfer or service fees in connection with
the Transaction. In most other cases, small shareholders would likely incur
brokerage fees disproportionately high relative to the market value of their
shares if they wanted to sell their stock. In addition, some small shareholders
might even have difficulty finding a broker willing to handle such small
transactions. The Transaction, however, eliminates these problems for small
shareholders.

Moreover, CLX Energy will benefit from substantial cost savings as a
result of the Transaction. The costs of administering each shareholder's account
is the same regardless of the number of shares held in each account. Therefore,
CLX Energy's costs to maintain hundreds of small accounts are disproportionately
high when compared to the total number of shares involved. In 2001, we expect
that each shareholder will cost CLX Energy in excess of $3.00 for transfer agent
fees and the printing and postage costs to mail the proxy materials and annual
report. We expect that these costs will only increase over time.

In light of these disproportionate costs, the board believes that it is
in the best interests of CLX Energy and its shareholders as a whole to eliminate
the administrative burden and costs associated with approximately 789 small
accounts with fewer than 100 shares of CLX Energy stock. We expect that we will
reduce the total direct cost of administering shareholder accounts by at least
$2,000 per year if we complete the Transaction.

REASONS FOR THE TRANSACTION:

The board recommends that the shareholders approve the Transaction for
the following reasons, among other things:

o To eliminate administrative expenses;

o To increase the per share value resulting from the Transaction
which results in effectively a 1 share for 4 share reverse
split; and

o The increased value per share may lead to a better following
of CLX Energy stock by investment banking firms and may create
some interest in assisting CLX Energy to

9
11

raise funds in a public or private offering to purchase
additional production or expand drilling activity.

STRUCTURE OF THE TRANSACTION

The Transaction includes both a reverse stock split and a forward stock
split of CLX Energy common stock. If this Transaction is approved and occurs,
the reverse split will occur at 6:00 a.m. on April 2, 2001. All shareholders of
record on March 30, 2001 will receive 1 share of CLX Energy common stock for
every 100 shares of CLX Energy stock held in their accounts at that time. Any
shareholder who holds fewer than 100 shares of CLX Energy stock on March 30,
2001 (also referred to as a "Cashed-Out Shareholder"), will receive a cash
payment instead of fractional shares. If a shareholder holds 100 or more shares
in an account, any fractional share in the account will be cashed out but only
after the following forward split has been completed. For example, if you own
130 shares before the transaction as a result of the reverse split you would own
1.3 shares and after the forward split you would own 32 1/2 shares and only the
1/2 share would be cashed out. This cash payment will be based on the trading
value of the cashed-out shares on April 2, 2001. Immediately following the
reverse split, at 6:01 a.m. on April 2, 2001, all shareholders who are not
Cashed-Out Shareholders will receive 25 shares of CLX Energy common stock for
every 1 share of stock they received after the reverse stock split.

EFFECT OF THE TRANSACTION AS CLX ENERGY SHAREHOLDERS

SHAREHOLDERS WITH AN ACCOUNT OF FEWER THAN 100 SHARES:

If the Transaction is completed and you are a Cashed-Out Shareholder
(i.e., a shareholder holding fewer than 100 shares of CLX Energy common stock in
an account immediately prior to the reverse stock split):

o You will not receive a fractional share of CLX Energy stock as
a result of the reverse split.

o Instead of receiving a fractional share of CLX Energy stock,
you will receive cash equal to the trading value of your
affected shares.

o After the reverse split, you will have no further interest in
CLX Energy with respect to your cashed-out shares. These
shares will no longer entitle you to the right to vote as a
shareholder or share in CLX Energy's assets, earnings, or
profits. In other words, you will no longer hold your
cashed-out shares, you will just have the right to receive
cash for these shares.

o You will not have to pay any service charges or brokerage
commissions in connection with the Transaction.

o As soon as practicable after April 2, 2001, you will receive
cash for the CLX Energy stock you held in your account
immediately prior to the reverse split in accordance with the
procedures described below.

10
12

SHAREHOLDERS WITH CERTIFICATED SHARES:

o If you are a Cashed-Out Shareholder with a stock certificate
representing your cashed-out shares, you will receive a
transmittal letter from CLX Energy as soon as practicable
after April 2, 2001. The letter of transmittal will contain
instructions on how to surrender your certificate(s) to CLX
Energy's transfer agent, ComputerShare Investor Services, for
your cash payment. You will not receive your cash payment
until you surrender your outstanding certificate(s) to
ComputerShare Investor Services, together with a completed and
executed copy of the letter of transmittal. Please do not send
your certificates until you receive your letter of
transmittal. For further information, see "Stock Certificates"
below.

o All amounts owed to you will be subject to applicable federal
income tax and state abandoned property laws.

o You will not receive any interest on cash payments owed to you
as a result of the Transaction.

NOTE: If you want to continue to hold CLX Energy stock after the
Transaction, you may do so by taking either of the following actions far enough
in advance so that it is complete by April 2, 2001:

(1) purchase a sufficient number of shares of CLX Energy stock on the open
market and have them registered in your name so that you hold at least
100 shares in your account immediately prior to the reverse split; or

(2) if applicable, consolidate your accounts so that you hold at least 100
shares of CLX Energy stock in one account immediately prior to the
reverse split.

SHAREHOLDERS WITH 100 OR MORE SHARES:

If you are a shareholder with 100 or more shares of common stock in
your account as of March 30, 2001, we will first convert your shares into
one-one hundredth (1/100) of the number of shares you hold immediately prior to
the reverse split. One minute after the reverse split, we will reconvert your
shares in the forward stock split into 25 times the number of shares you held
after the reverse split, which is one quarter of the number of shares you held
before the reverse split. For example, if you were an owner of 200 shares of CLX
Energy stock immediately prior to the reverse split, your shares would be
converted to 2 shares, in the reverse split and then to 50 shares in the forward
split. The result of the Transaction will be, for every 4 shares you hold prior
to the Transaction, you will hold one share after the Transaction. This is
applicable only if you hold 100 or more shares of CLX Energy stock in your
account immediately prior to the Transaction.

EFFECT OF THE TRANSACTION ON CLX ENERGY

The Transaction will not affect the public registration of CLX Energy's
common stock with the SEC under the Securities Exchange Act of 1934, as amended.
Similarly, we do not expect that the Transaction will affect CLX Energy's
application for continued listing of CLX Energy common stock on the OTC Bulletin
Board.

11
13

CLX Energy's Charter currently authorizes the issuance of 50,000,000
shares of common stock. The number of authorized common stock will not change as
a result of the Transaction. On January 15, 2001 there were 10,523,132 shares of
CLX Energy common stock issued and outstanding. The Transaction will result in a
reduction in the total number of outstanding shares of CLX Energy common stock
by the number of shares held by the Cashed-Out Shareholders immediately prior to
the reverse split, and by the number of shares affected by the four to one
split, resulting from the reverse split of 100 to 1 shares followed by the 1 to
25 forward split. Based on our best estimates if the Transaction had taken place
as of January 15, 2001, the number of outstanding shares of CLX Energy common
stock canceled would be approximately 22,031 pre split shares which in turn
would result in a total outstanding of roughly 2,625,275. In addition, the
number of holders of CLX Energy common stock would have been reduced from
approximately 1,424 to 635 or by approximately 789 shareholders.

We have no current plans to issue common stock other than pursuant to
CLX Energy's existing stock plans. However, if the number of additional
authorized but unissued shares was increased, the board would have more
flexibility in the management of CLX Energy's capitalization and its ability to
provide stockbased incentives to its officers and other employees. Unless
legally required to do so, we will not seek further shareholder authorization
before issuing CLX Energy stock. Shareholders will not have any preemptive or
other preferential rights to purchase any of CLX Energy's stock that may be
issued by CLX Energy in the future, unless such rights are specifically granted
to the shareholders.

The total cash to be paid by CLX Energy is unknown. However, if the
Transaction had been completed as of January 15, 2001, when the closing price
per share of CLX Energy's stock on the OTC Bulletin Board was $.15, then the
cash payments that would have been issued to Cashed-Out Shareholders instead of
fractional shares would have been approximately $3,000 with approximately 22,031
pre split shares purchased by CLX Energy. The actual amounts will depend on the
number of Cashed-Out Shareholders on April 2, 2001, which will vary from the
number estimated based on the January 15, 2001 date. In addition, we do not know
what the closing price per share of CLX Energy's stock on the OTC Bulletin Board
on March 19, 2001, the day before the vote will be.

The par value of CLX Energy's common stock will remain at $.01 per
share after the Transaction.

STOCK CERTIFICATES

In connection with the Transaction, CLX Energy's common stock will be
identified by a new CUSIP number, which will appear on all certificates
representing shares of Common Stock issued after the April 2, 2001. After the
Effective Date, each certificate representing shares of common stock that was
outstanding prior to the Effective Date and that was held by a shareholder of
record of 100 or more shares immediately prior to the Reverse Split, until
surrendered and exchanged for a new certificate, will be deemed for all
corporate purposes to evidence ownership of one quarter the number of shares as
is set forth on the face of the certificate, rounded down to the next whole
number, with a shareholder entitled to receive cash in lieu of any fractional
share resulting from the Transaction. Any shareholder desiring to receive a new
certificate bearing the new CUSIP number can do so at any time by contacting the

12
14

exchange agent at the address set forth above. After the Effective Date, an old
certificate presented to the exchange agent in settlement of a trade will be
exchanged for a new certificate bearing the new CUSIP number.

As described above, all Cashed-Out and partially Cashed-Out
Shareholders with share certificates will receive a letter of transmittal after
the Transaction is completed. These shareholders must complete and sign the
letter of transmittal and return it with their stock certificate(s) to CLX
Energy's transfer agent before they can receive cash payment for those shares
and in the case of Partially Cashed-Out Shareholders, a new certificate.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

We have summarized below certain federal income tax consequences to CLX
Energy and shareholders resulting from the Transaction. This summary is based on
existing U.S. federal income tax law, which may change, even retroactively. This
summary does not discuss all aspects of federal income taxation which may be
important to you in light of your individual circumstances. Many shareholders
(such as financial institutions, insurance companies, broker-dealers, tax-exempt
organizations, and foreign persons) may be subject to special tax rules. Other
shareholders may also he subject to special tax rules, including but not limited
to: shareholders who received CLX Energy stock as compensation for services or
pursuant to the exercise of an employee stock option, or shareholders who have
held, or will hold, stock as part of a straddle, hedging, or conversion
transaction for federal income tax purposes. In addition, this summary does not
discuss any state, local, foreign, or other tax considerations. This summary
assumes that you are a U.S. citizen and have held, and will hold, your shares as
capital assets for investment purposes under the Internal Revenue Code of 1986,
as amended. You should consult your tax advisor as to the particular federal,
state, local, foreign, and other tax consequences, in light of your specific
circumstances.

We believe that the Transaction will be treated as a, tax-free
"recapitalization" for federal income tax purposes. This will result in no
material federal income tax consequences to CLX Energy.

FEDERAL INCOME TAX CONSEQUENCES TO SHAREHOLDERS WHO ARE NOT CASHED OUT BY THE
TRANSACTION:

If you (1) continue to hold CLX Energy stock immediately after the
Transaction, and (2) you receive no cash as a result of the Transaction, you
will not recognize any gain or loss in the Transaction and you will have the
same adjusted tax basis and holding period in your CLX Energy stock as you had
in such stock immediately prior to the Transaction.

FEDERAL INCOME TAX CONSEQUENCES TO CASHED-OUT SHAREHOLDERS:

If you receive cash as a result of the Transaction, your tax
consequences will depend on whether, in addition to receiving cash, you or a
person or entity related to you continues to hold CLX Energy stock immediately
after the Transaction, as explained below.

13
15

a. Shareholders Who Exchange All of Their CLX Energy Stock for Cash as
a Result of the Transaction.

If you (1) receive cash in exchange for a fractional share as a result
of the Transaction, (2) you do not continue to hold any CLX Energy stock
immediately after the Transaction, and (3) you are not related to any person or
entity which holds CLX Energy stock immediately after the Transaction, you will
recognize capital gain or loss. The amount of capital gain or loss you recognize
will equal the difference between the cash you receive for your cashed-out stock
and your aggregate adjusted tax basis in such stock.

If you are related to a person or entity who continues to hold CLX
Energy shares immediately after the Transaction, you will recognize gain in the
same manner as set forth in the previous paragraph, provided that your receipt
of cash either (1) is "not essentially equivalent to a dividend," or (2) is a
"substantially disproportionate redemption of stock," as described below.

"Not Essentially Equivalent to a Dividend." You will satisfy
the "not essentially equivalent to a dividend" test if the
reduction in your proportionate interest in CLX Energy
resulting from the Transaction is considered a "meaningful
reduction" given your particular facts and circumstances. The
Internal Revenue Service has ruled that a small reduction by a
minority shareholder whose relative stock interest is minimal
and who exercises no control over the affairs of the
corporation will meet this test.

"Substantially Disproportionate Redemption of Stock." The
receipt of cash in the Transaction will be a "substantially
disproportionate redemption of stock" for you if the
percentage of the outstanding shares of CLX Energy stock owned
by you immediately after the Transaction is less than 80% of
the percentage of shares of CLX energy stock owned by you
immediately before the Transaction.

In applying these tests, you will be treated as owning shares actually
or constructively owned by certain individuals and entities related to you. If
the taxable amount is not treated as capital gain under any of the tests, it
will be treated first as ordinary dividend income to the extent of your ratable
share of the CLX Energy's undistributed earnings and profits, then as a tax-free
return of capital to the extent of your aggregate adjusted tax basis in your
shares, and any remaining gain will he treated as capital gain. See "Maximum Tax
Rates Applicable to Capital Gain" below.

b. Shareholders Who Both Receive Cash and Continue to Hold CLX Energy
Stock Immediately After the Transaction.

If you both receive cash as a result of the Transaction and continue to
hold CLX Energy stock immediately after the Transaction, you generally will
recognize gain, but not loss, in an amount equal to the lesser of (1) the excess
of the sum of aggregate fair market value of your shares of CLX Energy stock
plus the cash received over your adjusted tax basis in the shares, or (2) the
amount of cash received in the Transaction. In determining whether you continue
to hold

14
16

stock immediately after the Transaction, you will be treated as owning shares
actually or constructively owned by certain individuals and entities related to
you. Your aggregate adjusted tax basis in your shares of CLX Energy stock held
immediately after the Transaction will be equal to your aggregate adjusted tax
basis in your shares of CLX Energy took held immediately prior to the
Transaction, increased by any gain recognized in the Transaction, and decreased
by the amount of cash received in the Transaction.

Any gain recognized in the Transaction will be treated, for federal
income tax purposes, as capital gain, provided that your receipt of cash either
(1) is "not essentially equivalent to a dividend" with respect to you, or (2) is
a "substantially disproportionate redemption of stock" with respect to you.
(Each of the terms in quotation marks in the previous sentence is discussed
above under the heading "Shareholders Who Exchange All of Their CLX Energy Stock
for Cash as a Result of the Transaction.") In applying these tests, you may
possibly take into account sales of shares of CLX Energy stock that occur
substantially contemporaneously with the Transaction. If your gain is not
treated as capital gain under any of these tests, the gain will be treated as
ordinary dividend income to you to the extent of your ratable share of CLX
Energy's undistributed earnings and profits, then as a tax-free return of
capital to the extent of your aggregate adjusted tax basis in your shares, and
any remaining gain will be treated as a capital gain.

MAXIMUM TAX RATES APPLICABLE TO CAPITAL GAIN

Under the Internal Revenue Service Restructuring and Reform Act of
1998, which the President signed into law on July 22, 1998, net capital gain
(i.e., generally, capital gain in excess of capital loss) recognized by an
individual upon the sale of a capital asset that has been held for more than
twelve months will generally be subject to tax at a rate not to exceed 20% for
sales occurring in taxable years ending after December 31, 1997. Capital gain
recognized from the sale of a capital asset that has been held for twelve months
or less will continue to be subject to tax at ordinary income tax rates. In
addition, capital gain recognized by a corporate taxpayer will continue to be
subject to tax at the ordinary income tax rates applicable to corporations.

As explained above, the amounts paid to you as a result of the
Transaction may result in dividend income, capital gain income, or some
combination of dividend and capital gain income to you depending on your
individual circumstances.

YOU SHOULD CONSULT YOUR TAX ADVISOR AS TO THE PARTICULAR FEDERAL,
STATE, LOCAL, FOREIGN, AND OTHER TAX CONSEQUENCES OF THE TRANSACTION, IN LIGHT
OF YOUR SPECIFIC CIRCUMSTANCES.

DISSENTER'S RIGHTS

Under Colorado law, each shareholder has the right to dissent in the
event of a reverse split that reduces the number of shares owned by the
shareholder to a fraction of a share and receive payment of the fair value of
their shares of common stock. Shareholders wishing to exercise their dissenters'
rights must carefully comply with the applicable procedures set forth in Article
113 of the Colorado Business Corporation Act (the "CBCA") which are summarized
below. Shareholders who fail to follow the specific requirements of Article 113
will lose the right to payment of the fair value of their shares and will
instead receive the consideration

15
17

offered as part of the Transaction. Annex A to this proxy statement contains a
complete copy of Article 113. "Fair value," with respect to a dissenter's
shares, means the value of the shares immediately before the effective date of
the Transaction, excluding any appreciation or depreciation in anticipation of
the Transaction except to the extent that exclusion would be inequitable. We
strongly encourage you to read the attached Annex A for a complete understanding
of your rights.

THE FOLLOWING PARAGRAPHS SUMMARIZE THE PROCEDURES FOR DISSENTING SHAREHOLDERS
PRESCRIBED BY ARTICLE 113 IS INCLUDED AS ANNEX A TO THIS PROXY STATEMENT. WE
ENCOURAGE YOU TO READ THIS STATUTE AND/OR CONTACT YOUR LEGAL COUNSEL FOR A MORE
COMPLETE UNDERSTANDING OF YOUR RIGHTS AND DUTIES.

Colorado law provides that each record or beneficial shareholder is
entitled to dissent from the Transaction and demand payment of the fair value of
their shares of common stock. A shareholder wishing to exercise dissenters'
rights must:

o prior to a shareholder vote on the Transaction, deliver to us
written notice of his or her intent to demand payment for
shares when and if the shareholders approve the Transaction;
and

o either abstain from voting on or vote against the Transaction.

A shareholder who votes in favor of the Transaction may not exercise dissenters'
rights. A beneficial shareholder as defined by Section 7-113-101(1) of the CBCA
must cause the record shareholder (broker) to notify us of his or her intent to
dissent and demand payment. A beneficial shareholder should contact his or her
stock broker who controls the beneficial shareholder's shares for instructions
on how to dissent.

Within ten days after the effective time, we must deliver a written
dissenter's notice to all shareholders who properly deliver written notice of
their intent to demand payment and who also either abstain from voting on or
vote against the Transaction. In the dissenter's notice, we must:

o state that the Transaction was authorized;

o state the effective date of the Transaction;

o include the addresses where we will receive payment demands
and the stock certificates;

o supply a form which the dissenting shareholder may use to
demand payment;

o set the date by which we must receive the payment demand and
the stock certificates, which cannot be less than 30 days
after the delivery of the dissenter's notice; and

o include a copy of Article 113 of the CBCA.

Furthermore, the dissenter's notice may require that all beneficial shareholders
of the dissenting shares, if any, certify that they are the record shareholders
of such shares and have asserted or will timely assert their dissenters' rights.

After receiving the dissenter's notice, a shareholder must demand
payment in writing and deposit any stock certificates according to the
instructions in the dissenter's notice. Any shareholders who fail to demand
payment in writing or properly deposit stock certificates will

16
18

not be entitled to the fair value of their shares. A shareholder's demand for
payment and the deposit of any stock certificates are irrevocable except as
provided in Section 7-113-204(3) of the CBCA. Once a shareholder demands
payment, and, in the case of certificated shares, deposits the certificates with
us, he or she may not transfer his or her shares. Alternatively, upon receipt of
a demand for payment from a shareholder holding uncertificated shares, in lieu
of the deposit of certificates representing the shares, we may restrict the
transfer of those shares. However, if the effective time of the Transaction does
not occur within 60 days after the date we set as the date by which a
shareholder must demand payment, we must return the deposited shares and send a
new dissenter's notice to the shareholders.

Upon the later of the effective date of the Transaction, or upon
receipt of a demand for payment by a dissenting shareholder, we must pay each
dissenting shareholder who properly demands payment and deposits his or her
stock certificates the amount we estimate to be the fair value of such shares,
plus accrued interest. The payment must be accompanied by:

o a balance sheet for our most recent fiscal year or, if that is
not available, for the fiscal year ending not more than
sixteen months before the date of payment, an income statement
for that year, a statement of cash flow for that year, a
statement of change in shareholders' equity for that year, and
the latest available interim financial statements;

o a statement of our estimate of the fair value of the shares;

o an explanation of how the interest was calculated;

o a statement of the dissenting shareholder's right to demand
payment if he or she rejects our estimate of the fair value of
the shares; and

o a copy of Article 113 of the CBCA.

A dissenting shareholder may reject our valuation of the fair value of the
shares if:

o the dissenting shareholder believes that the amount paid or
offered is less than the fair value of the shares or that we
have incorrectly calculated the interest due;

o we fail to make payment within 60 days after the date set for
demanding payment; or

o we do not return the deposited stock certificates within the
time specified by Section 7-113-207 of the CBCA.

In order to reject our estimation of fair value, the shareholder must
notify us of his or her rejection in writing within 30 days after we make or
offer to pay each dissenting shareholder. This notification must include either
the shareholder's own estimate of the fair value of his or her shares and the
amount of interest due, and demand payment of their estimate, less any payment
already made by us, or a demand for payment of the fair value of the shares and
interest due. In the event a demand for payment remains unresolved, we may
commence a court proceeding to determine the fair value of the shares and
accrued interest within 60 days after receiving the payment demand from a
dissenting shareholder.

RESERVATION OF RIGHTS

17
19

The Board of Director reserves the right to abandon the Transaction
without further action by the shareholders at any time even if the Transaction
has been authorized by the shareholders at the annual meeting.

OTHER MATTERS

The CLX Energy board of directors knows of no other business which will be
presented for consideration at the annual meeting other than the election of
directors.

By Order of the Board of Directors,

/s/ E.J. Henderson

February 20, 2001

18
20
Appendix A

PART I
RIGHT OF DISSENT--PAYMENT FOR SHARES

SECTION 7-113-101. DEFINITIONS

For purposes of this article:

(1) "Beneficial shareholder" means the beneficial owner of shares held
in a voting trust or by a nominee as the record shareholder.

(2) "Corporation" means the issuer of the shares held by a dissenter
before the corporate action, or the surviving or acquiring domestic or foreign
corporation, by merger or share exchange of that issuer.

(3) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under section 7-113-102 and who exercises that right at the
time and in the manner required by part 2 of this article.

(4) "Fair value" with respect to a dissenter's shares, means the value
of the shares immediately before the effective date of the corporate action to
which the dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporate action except to the extent that exclusion would
be inequitable.

(5) "Interest" means interest from the effective date of the corporate
action until the date of payment, at the average rate currently paid by the
corporation on its principal bank loans or, if none, at the legal rate as
specified in section 5-12-101, C.R.S.

(6) "Record shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner of shares
that are registered in the name of a nominee to the extent such owner is
recognized by the corporation as the shareholder as provided in section
7-107-204.

(7) "Shareholder" means either a record shareholder or a beneficial
shareholder.

Added by Laws 1993, H.B.93-1154, Section 1, eff. July 1, 1994.

SECTION 7-113-102. RIGHT TO DISSENT

(1) A shareholder, whether or not entitled to vote, is entitled to
dissent and obtain payment of the fair value of the shareholder's shares in the
event of any of the following corporate actions:

(a) Consummation of a plan of merger to which the corporation is a
party if:

(I) Approval by the shareholders of that corporation is required for
the merger by section 7-111-103 or 7-111-104 or by the articles of
incorporation; or

(II) The corporation is a subsidiary that is merged with its parent
corporation under section 7-111-104;

(b) Consummation of a plan of share exchange to which the corporation
is a party as the corporation whose shares will be acquired;

(c) Consummation of a sale, lease, exchange, or other disposition of
all, or substantially all, of the property of the corporation for which a
shareholder vote is required under section 7-112-102(l); and

(d) Consummation of a sale, lease, exchange, or other disposition of
all, or substantially all, of the property of an entity controlled by the
corporation if the shareholders of the corporation were entitled to vote upon
the consent of the corporation to the disposition pursuant to section
7-112-102(2).

(1.3) A shareholder is not entitled to dissent and obtain payment under
subsection (1) of this section, of the fair value of the shares of any class or
series of shares which either were listed on a national securities exchange
registered under the federal "Securities Exchange Act of 1934," as amended,1 or
on the national market system of the national association of securities dealers
automated quotation system, or were held of record by more than two thousand
shareholders, at the time of:

(a) The record date fixed under section 7-107-107 to determine the
shareholders entitled to receive notice of the shareholder's meeting at which
the corporate action is submitted to a vote:

(b) The record date fixed under section 7-107-104 to determine
shareholders entitled to sign writings consenting to the corporate action; or

(c) The effective date of the corporate action if the corporate action
is authorized other than by a vote of shareholders.

(1.8) The limitation set forth in subsection (1.3) of this section
shall not apply if the shareholder will receive for the shareholder's shares,
pursuant to the corporate action, anything except:

2
22

(a) Shares of the corporation surviving the consummation of the plan of
merger or share exchange;

(b) Shares of any other corporation which at the effective date of the
plan of merger or share exchange either will be listed on a national securities
exchange registered under the federal "Securities Exchange Act of 1934," as
amended, or on the national market system of the national association of
securities dealers automated quotation system, or will be held of record by
invoice than two thousand shareholders;

(d) Any combination of the foregoing described shares or cash in lieu
of fractional shares.

(2) Deleted by Laws 1996, H.B.96-1285, Section 30, eff. June 1, 1996.

(2.5) A shareholder, whether or not entitled to vote, is entitled to
dissent and obtain payment of the fair value of the shareholder's shares in the
event of a reverse split that reduces the number of shares owned by the
shareholder to a fraction of a share or to scrip if the fractional share or
scrip so created is to be acquired for cash or the scrip is to be voided under
section 7-106-104.

(3) A shareholder is entitled to dissent and obtain payment of the fair
value of the shareholder's shares in the event of any corporate action to the
extent provided by the bylaws or a resolution of the board of directors.

(4) A shareholder entitled to dissent and obtain payment for the
shareholder's shares under this article may not challenge the corporate action
creature such entitlement unless the action is unlawful or fraudulent with
respect to the shareholder or the corporation.

Added by Laws 1993, H.B.93-1154, Section 1, eff. July 1, 1994. Amended by Laws
1996, H.B.96-1285, Section 30, eff. June 1, 1996.

3
23

SECTION 7-113-103. DISSENT BY NOMINEES AND BENEFICIAL OWNERS

(1) A record shareholder may assert dissenters' rights as to fewer than
all the shares registered in the record shareholder's name only if the record
shareholder dissents with respect to all shares beneficially owned by any one
person and causes the corporation to receive written notice which states such
dissent and the name, address, and federal taxpayer identification number, if
any, of each person on whose behalf the record shareholder asserts dissenters'
rights. The rights of a record shareholder under this subsection (1) are
determined as if the shares as to which the record shareholder dissents and the
other shares of the record shareholder were registered in the names of different
shareholders.

(2) A beneficial shareholder may assert dissenters' rights as to the
shares held on the beneficial shareholder's behalf only if:

(a) The beneficial shareholder causes the corporation to receive the
record shareholder's written consent to the dissent not later than the time the
beneficial shareholder asserts dissenters' rights; and

(b) The beneficial shareholder dissents with respect to all shares
beneficially owned by the beneficial shareholder.

(3) The corporation may require that, when a record shareholder dissents with
respect to the shares held by any one or more beneficial shareholders, each such
beneficial shareholder must certify to the corporation that the beneficial
shareholder and the record shareholder or record shareholders of all shares
owned beneficially by the beneficial shareholder have asserted, or will timely
assert, dissenters' rights as to all such shares as to which there is no
limitation on the ability to exercise dissenters' rights. Any such requirement
shall be stated in the dissenters' notice given pursuant to section 7-113-203.

Added by Laws 1993, H.B,93-1154, Section 1, eff. July 1, 1994.

"Dissenter," definition, see Section 7-113-101.

4
24

SECTION 7-113-20 1. NOTICE OF DISSENTERS' RIGHTS

(1) If a proposed corporate action creating dissenters' rights under
section 7-113-102 is submitted to a vote at a shareholders' meeting, the notice
of the meeting shall be given to all shareholders, whether or not entitled to
vote. The notice shall state that shareholders are or may be entitled to assert
dissenters' rights under this article and shall be accompanied by a copy of this
article and the materials, if any, that, under articles 101 to 117 of this
title, are required to be given to shareholders entitled to vote on the proposed
action at the meeting. Failure to give notice as provided by this subsection (1)
shall not affect any action taken at the shareholders' meeting for which the
notice was to have been given, but any shareholder who was entitled to dissent
but who was not given such notice shall not be precluded from demanding payment
for the shareholder's shares under this article by reason of the shareholder's
failure to comply with the provisions of section 7-113-202(l).

(2) If a proposed corporate action creating dissenters' rights under
section 7-113-102 is authorized without a meeting of shareholders pursuant to
section 7-107-104, any written or oral solicitation of a shareholder to execute
a writing consenting to such action contemplated in section 7-107-104 shall be
accompanied or preceded by a written notice stating that shareholders are or may
be entitled to assert dissenters' rights under this article, by a copy of this
article, and by the materials, if any, that, under articles 101 to 117 of this
title, would have been required to be given to shareholders entitled to vote on
the proposed action if the proposed action were submitted to a vote at a
shareholders' meeting. Failure to give notice as provided by this subsection (2)
shall not affect any action taken pursuant to section 7-107-104 for which the
notice was to have been given, but any shareholder who was entitled to dissent
but who was not given such notice shall not be precluded from demanding payment
for the shareholder's shares under this article by reason of tile shareholder's
failure to comply with the provisions of section 7-113-202(2).

Added by Laws 1993, H.B.93-1154, Section 1, eff. July 1, 1994. Amended by Laws
1996, H.B. 96-1285, Section 31. eff. June 1, 1996.

5
25

SECTION 7-113-202. NOTICE OF INTENT TO DEMAND PAYMENT

(1) If a proposed corporate action creating dissenters' rights under
section 7-113-102 is submitted to a vote at a shareholders' meeting and if
notice of dissenters' rights has been given to such shareholder in connection
with the action pursuant to section 7-113-201(1), a shareholder who wishes to
assert dissenters' rights shall:

(a) Cause the corporation to receive, before the vote is taken, written
notice of the shareholder's intention to demand payment for the shareholder's
shares it the proposed corporate action is effectuated; and

(b) Not vote the shares in favor of the proposed corporate action.

(2) If a proposed corporate action creating dissenters' rights under
section 7-113-102 is authorized without a meeting of shareholders pursuant to
section 7-107-104 and if notice of dissenters' rights has been given to such a
shareholder in connection with the action pursuant to section 7-113-201(2) a
shareholder who wishes to assert dissenters' rights shall not execute a writing
consenting to the proposed corporate action.

(3) A shareholder who does not satisfy the requirements of subsection
(1) or (2) of this section is not entitled to demand payment for the
shareholder's shares under this article.

Added by Laws 1993, H.B.93-1154, Section 1, eff. July 1, 1994. Amended by Laws
1996, H.B.96-1285, Section 32, eff. June 1, 1996.

6
26

SECTION 7-113-203. DISSENTERS' NOTICE

(1) If a proposed corporate action creating dissenters' rights under
section 7-113-102 is authorized, the corporation shall give a written
dissenters' notice to all shareholders who are entitled to demand payment for
their shares under this article.

(2) The dissenters' notice required by subsection (1) of this section
shall be given no later than ten days after the effective date of the corporate
action creating dissenters' rights under section 7-113-102 and shall:

(a) State that the corporate action was authorized and state the
effective date or proposed effective date of the corporate action;

(b) State an address at which the corporation will receive payment
demands and the address of a place where certificates for certificated shares
must be deposited;

(c) Inform holders of uncertificated shares to what extent transfer of
the shares will be restricted after the payment demand is received;

(d) Supply a form for demanding payment, which form shall request a
dissenter to state an address to which payment is to be made;

(e) Set the date by which the corporation must receive the payment
demand and certificates for certificated shares, which date shall not be less
than thirty days after the date the notice required by subsection (1) of this
section is given;

(f) State the requirement contemplated in section 7-113-103(3), if such
requirement is imposed; and

(g) Be accompanied by a copy of this article.

Added by Laws 1993, H.B.93-1154, Section 1, eff. July 1, 1994.

7
27

SECTION 7-113-204. PROCEDURE TO DEMAND PAYMENT

(1) A shareholder who is given a dissenters' notice pursuant to section
7-113-203 and who wishes to assert dissenters' rights shall, in accordance with
the terms of the dissenters notice:

(a) Cause the corporation to receive a payment demand, which may be the
payment demand form contemplated in section 7-113-203(2)(d), duly completed, or
may be stated in another writing; and

(b) Deposit the shareholder's certificates for certificated shares.

(2) A shareholder who demands payment in accordance with subsection (1)
of this section retains all rights of a shareholder, except the right to
transfer the shares, until the effective date of the proposed corporate action
giving rise to the shareholder's exercise of dissenters' rights and has only the
right to receive payment for the shares after the effective date of such
corporate action.

(3) Except as provided in section 7-113-207 or 7-113-209(1)(b), the
demand for payment and deposit of certificates are irrevocable.

(4) A shareholder who does not demand payment and deposit the
shareholder's share certificates as required by the date or dates set in the
dissenters' notice is not entitled to payment for the shares under this article.

Added by Laws 1993, H.B.93-1154, Section 1, eff. July 1, 1994.

8
28

SECTION 7-113-205. UNCERTIFICATED SHARES

(1) Upon receipt of a demand for payment under section 7-113-204 from a
shareholder holding uncertificated shares, and in lieu of the deposit of
certificates representing the shares, the corporation may restrict the transfer
thereof.

(2) In all other respects, the provisions of section 7-113-204 shall be
applicable to shareholders who own uncertificated shares.

Added by Laws 1993, H.B.93-1154, Section 1, eff. July 1, 1994.

9
29

SECTION 7-113-206. PAYMENT

(1) Except as provided in section 7-113-208, upon the effective date of
the corporate action creating dissenters' rights under section 7-113-102 or upon
receipt of a payment demand pursuant to section 7-113-204, whichever is later,
the corporation shall pay each dissenter who complied with section 7-113-204, at
the address stated in the payment demand, or if no such address is stated in the
payment demand, at the address shown on the corporation's current record of
shareholders for the record shareholder holding the dissenter's shares, the
amount the corporation estimates to be the fair value of the dissenter's shares,
plus accrued interest.

(2) The payment made pursuant to subsection (1) of this section shall
be accompanied by:

(a) The corporation's balance sheet as of the end of its most recent
fiscal year or, if that is not available, the corporation's balance sheet as of
the end of a fiscal year ending not more than sixteen months before the date of
payment, an income statement for that year, and, if the corporation customarily
provides such statements to shareholders, a statement of changes in
shareholders' equity for that year and a statement of cash flow for that year,
which balance sheet and statements shall have been audited if the corporation
customarily provides audited financial statements to shareholders, as well as
the latest available financial statements, if any, for the interim or full-year
period, which financial statements need not be audited;

(b) A statement of the corporation's estimate of the fair value of the
shares;

(d) A statement of the dissenter's right to demand payment under
section 7-113-209; and

(e) A copy of this article.

Added by Laws 1993, H.B.93-1154, Section 1, eff. July 1, 1994.

10
30

SECTION 7-113-207. FAILURE TO TAKE ACTION

(1) If the effective date of the corporate action creating dissenters'
rights under section 7-113-102 does not occur within sixty days after the date
set by the corporation by which the corporation must receive the payment demand
as provided in section 7-113-203, the corporation shall return the deposited
certificates and release the transfer restrictions imposed on uncertificated
shares.

(2) If the effective date of the corporate action creating dissenters'
rights under section 7-113-102 occurs more than sixty days after the date set by
the corporation by which the corporation must receive the payment demand as
provided in section 7-113-203, then the corporation shall send a new dissenters'
notice, as provided in section 7-113-203, and the provisions of sections
7-113-204 to 7-113-209 shall again be applicable.

Added by Laws 1993, H.B.93-1154, Section 1, eff. July 1, 1994.

11
31

SECTION 7-113-208. SPECIAL PROVISIONS RELATING TO SHARES ACQUIRED AFTER
ANNOUNCEMENT OF PROPOSED CORPORATE ACTION

(1) The corporation may, in or with the dissenters' notice given
pursuant to section 7-113-203, state the date of the first announcement to news
media or to shareholders of the terms of the proposed corporate action creating
dissenters' rights under section 7-113-102 and state that the dissenter shall
certify in writing, in or with the dissenter's payment demand under section
7-113-204, whether or not the dissenter (or the person on whose behalf
dissenters' rights are asserted) acquired beneficial ownership of the shares
before that date. With respect to any dissenter who does not so certify in
writing, in or with the payment demand, that the dissenter or the person on
whose behalf the dissenter asserts dissenters' rights acquired beneficial
ownership of the shares before such date, the corporation may, in lieu of making
the payment provided in section 7-113-206, offer to make such payment if the
dissenter agrees to accept it in full satisfaction of the demand.

(2) An offer to make payment under subsection (1) of this section shall
include or be accompanied by the information required by section 7-113-206(2).

Added by Laws 1993, H.B.93-1154, Section 1, eff. July 1, 1994.

12
32

7-113-209. PROCEDURE IF DISSENTER IS DISSATISFIED WITH PAYMENT OR OFFER

(1) A dissenter may give notice to the corporation in writing of the
dissenter's estimate of the fair value of the dissenter's shares and of the
amount of interest due and may demand payment of such estimate, less any payment
made under section 7-113-206, or reject the corporation's offer under section
7-113-208 and demand payment of the fair value of the shares and interest due,
if:

(a) The dissenter believes that the amount paid under section 7-113-206
or offered under section 7-113-208 is less than the fair value of the shares or
that the interest due was incorrectly calculated;

(b) The corporation fails to make payment under section 7-113-206
within sixty days after the date set by the corporation by which the corporation
must receive the payment demand; or

(c) The corporation does not return the deposited certificates or
release the transfer restrictions imposed on uncertificated shares as required
by section 7-113-207(l).

(2) A dissenter waives the right to demand payment under this section
unless the dissenter causes the corporation to receive the notice required by
subsection (1) of this section within thirty days after the corporation made or
offered payment for the dissenter's shares.

Added by Laws, 1993, H.B.93-1154, Section 1. eff. July 1, 1994.

13
33

PART 3

JUDICIAL APPRAISAL OF SHARES

SECTION 7-113-301. COURT ACTION

(1) If a demand for payment under section 7-113-209 remains unresolved,
the corporation may, within sixty days after receiving the payment demand,
commence a proceeding and petition the court to determine the fair value of the
shares and accrued interest. If the corporation does not commence the proceeding
within the sixty-day period, it shall pay to each dissenter whose demand remains
unresolved the amount demanded.

(2) The corporation shall commence the proceeding described in
subsection (1) of this section in the district court of the county in this state
where the corporation's principal office is located or, if the corporation has
no principal office in this state, in the district court of the county in which
its registered office is located. If the corporation is a foreign corporation
without a registered office, it shall commence the proceeding in the county
where the registered office of the domestic corporation merged into, or whose
shares were acquired by, the foreign corporation was located.

(3) The corporation shall make all dissenters, whether or not residents
of this state, whose demands remain unresolved parties to the proceeding
commenced under subsection (2) of this section as in an action against their
shares, and all parties shall be served with a copy of the petition. Service on
each dissenter shall be by registered or certified mail, to the address stated
in such dissenter's payment demand, or if no such address is stated in the
payment demand, at the address shown an the corporation's current record of
shareholders for the record shareholder holding the dissenter's shares, or as
provided by law.

(4) The jurisdiction of the court in which the proceeding is commenced
under subsection (2) of this section is plenary and exclusive. The court may
appoint one or more persons as appraisers to receive evidence and recommend a
decision on the question of fair value. The appraisers have the powers described
in the order appointing them, or in any amendment to such order. The parties to
the proceeding are entitled to the same discovery rights as parties in other
civil proceedings.

(5) Each dissenter made a party to the proceeding commenced under
subsection (2) of this section is entitled to judgment for the amount, if any,
by which the court finds the fair value of the dissenter's shares, plus
interest, exceeds the amount paid by the corporation, or for the fair value,
plus interest, of the dissenter's shares for which the corporation elected to
withhold payment under section 7-113-208.

14
34

SECTION 7-113-302. COURT COSTS AND COUNSEL FEES

(1) The court in an appraisal proceeding commenced under section
7-113-301 shall determine all costs of the proceeding, including the reasonable
compensation and expenses of appraisers appointed by the court. The court shall
assess the costs against the corporation; except that the court may assess the
costs against all or some of the dissenters, in amounts the court finds
equitable, to the extent the court finds the dissenters acted arbitrarily,
vexatiously, or not in good faith in demanding payment under section 7-113-209.

(2) The court may, also assess the fees and expenses of counsel and
experts for the respective parties, in amounts the court finds equitable:

(a) Against the corporation and in favor of any dissenters if the court
finds the corporation did not substantially comply with the requirements of part
2 of this article; or

(b) Against either the corporation or one or more dissenters, in favor
of any other party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously, or not in good faith with
respect to the rights provided by this article.

(3) If the court finds that the services of counsel for any dissenter
were of substantial benefit to other dissenters similarly situated, and that the
fees for those services should not be assessed against the corporation, the
court may award to said counsel reasonable fees to be paid out of the amounts
awarded to the dissenters who were benefitted.

Added by Laws 1993, H.B.93-1154, Section 1, eff. July 1, 1994.

15
35

CLX ENERGY INC.
518 17th Street, Suite 745
Denver, Colorado 80202

PROXY

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
SHAREHOLDERS ON MARCH 20, 2001.

The undersigned hereby appoints E.J. Henderson, with power of
substitution, as proxy for the undersigned to vote all shares of CLX Energy
common stock which the undersigned is entitled to vote at the annual meeting of
shareholders to be held on March 20, 2001, and at any reconvened meeting after
any adjournment thereof, as directed below and at his discretion on any other
matters that may properly be presented at the meeting.

ELECTION OF DIRECTORS: The CLX Energy board of directors has nominated
the following six persons for election as directors and recommends a vote "For"
all of the nominees. To date no one has been nominated by anyone other than the
board of directors.

NOMINEES:
James L. Burkhart
Robert E. Gee
E.J. Henderson
Ronald M. Sitton
S.W. Houghton
George H.C. Lawrence

For all Withheld for All
[ ] [ ]

Withheld for the following only (write the nominee name(s) in the space
below):

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

REVERSE STOCK SPLIT FOLLOWED BY A FORWARD STOCK SPLIT: Effect a reverse
stock split followed by a forward split of CLX Energy's common stock.

For Against Abstain
[ ] [ ] [ ]

This proxy when properly executed will be voted in the manner directed
by the undersigned.

IF THIS PROXY IS PROPERLY EXECUTED BUT NO VOTING DIRECTION IS GIVEN,
THIS PROXY WILL BE VOTED "FOR" ALL NOMINEES AND "FOR" THE REVERSE STOCK SPLIT
FOLLOWED BY A FORWARD SPLIT.

This proxy also confers discretionary authority to the proxy to vote on
any other matters that may properly be presented at the meeting. As of the date
of the accompanying proxy statement, CLX Energy did not know of any other
matters to be presented at the meeting. If any

other matters are properly presented at the meeting, this proxy will be voted in
accordance with the recommendations of CLX Energy board of directors.

Please sign exactly as your name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by the president or other
authorized officer. If a partnership or limited liability company, please sign
in such name by an authorized person.

Please complete, date and sign this proxy card and return it promptly
in the accompanying envelope.

Shares Owned: Dated:
---------------------- ----------------------------

- ----------------------------------- ----------------------------------
Signature of Shareholder Signature if held jointly
(Sign exactly as name appears
on certificate)