Proxy Ballot - POSC Board of Directors Election - September 1998

CONFIDENTIAL Board of Directors Election Proxy Ballot September 1998
PETROTECHNICAL OPEN SOFTWARE CORPORATION Proxy of Annual Meeting of Members to be held October 20, 1998

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE UNDERSIGNED, revoking all prior proxies, hereby appoints David Archer and Gary Hodge as Proxies, with full power of substitution to each, to vote for and on behalf of the undersigned at the 1998 Annual Meeting of Members of PETROTECHNICAL OPEN SOFTWARE CORPORATION to be held at Luxury Collection Hotel, 1919 Briar Oaks Lane, Houston, Texas 77027 on Tuesday, October 20, 1998 at 9:00 a.m., and at any adjournment or adjournments thereof. The undersigned hereby directs said Proxies to vote in accordance with their judgment on any matters which may properly come before the Annual Meeting, all as indicated in the Notice of the Annual Meeting, receipt of which is hereby acknowledged, and to act on the following matters set forth in such notice as specified by the undersigned.
Please mark your vote(s) on the following five (5) matters:

(1)	To ratify the adoption of the Amended and Restated Bylaws of the Corporation.
		For _____	Against _____	Abstain _____

(2)	To elect two (2) Class I Directors of the Corporation from the Oil Company industry sector from the following list of nominees (please select up to two):
			For
		Mark Armentrout	_____
		Nico deRooij	_____
		John Hanten	_____
		Martin Leach	_____
	Please select no more than two (2) of the foregoing nominees. If you select more than two nominees, this proxy will be invalidated.

(3)	To elect one (1) Class I Director of the Corporation from the Commercial industry sector from the following list of nominees (please select up to one):
			For
		John Gibson	_____

(4)	To elect one (1) Class I Director of the Corporation from the Non-Profit industry sector from the following list of nominees (please select up to one):
			For
		Stewart Robinson	_____

(5)	To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.
		For _____	Against _____	Abstain _____

	This Proxy when properly executed will be voted in the manner directed herein by the undersigned Member. If no direction is given, this proxy will be voted FOR proposals 1, and 5. Attendance of the undersigned at the Annual Meeting or any adjournment thereof will not be deemed to revoke this proxy unless the undersigned shall revoke this proxy in writing.

Please be sure to sign and date this Proxy and mail it to POSC at 10777 Westheimer, Suite 275, Houston, Texas 77042.

Date: __________________
By: ________________________________ (POSC Business Contact)
Name of Member: ___________________________

CONFIDENTIAL