10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2008

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             

Commission File Number: 0-6511

O.I. CORPORATION

(Exact name of registrant as specified in its charter)

OKLAHOMA	73-0728053
State of Incorporation	I.R.S. Employer Identification No.
P.O. Box 9010 151 Graham Road College Station, Texas	77842-9010
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (979) 690-1711

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of August 1, 2008, there were 2,541,242 shares of the issuer’s common stock, $.10 par value, outstanding.

Caution Regarding Forward-Looking Information; Risk Factors

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of United States securities laws, including the United States Private Securities Litigation Reform Act of 1995. From time to time, our public filings, press releases and other communications will contain forward-looking statements. Forward-looking information is often, but not always, identified by the use of words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “forecast”, “target”, “project”, “may”, “will”, “should”, “could”, “estimate”, “predict” or similar words suggesting future outcomes or language suggesting an outlook. Forward-looking statements in this quarterly report on Form 10-Q include, but are not limited to, statements with respect to expectations of our prospects, future revenues, earnings, activities and technical results.

Forward-looking statements and information are based on current beliefs as well as assumptions made by, and information currently available to, us concerning anticipated financial performance, business prospects, strategies and regulatory developments. Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. The forward-looking statements in this quarterly report on Form 10-Q are made as of the date it was issued and we do not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks that outcomes implied by forward-looking statements will not be achieved. We caution readers not to place undue reliance on these statements as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations and anticipations, estimates and intentions expressed in such forward-looking statements. These risks and uncertainties may cause our actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. When relying on our forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events.

Our public filings are available at www.oico.com and on EDGAR at www.sec.gov.

Please see “Part I, Item 1A—Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2007, as well as Part II, Item IA—”Risk Factors” of this quarterly report on Form 10-Q, for further discussion regarding our exposure to risks. Additionally, new risk factors emerge from time to time and it is not possible for us to predict all such factors nor to assess the impact such factors might have on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

O.I. Corporation

Condensed Consolidated Balance Sheets

(In Thousands, Except Par Value)

	June 30, 2008			December 31, 2007
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	4,078		$	3,356
Accounts receivable, trade, net of allowance for doubtful accounts of $349 and $350, respectively		7,601			6,931
Investments at market		1,998			3,120
Inventories, net		5,107			5,357
Current deferred income tax assets		1,028			1,028
Other current assets		812			652
Total current assets		20,624			20,444
Property, plant, and equipment, net		3,309			3,446
Long-term deferred income tax assets		421			472
Intangible assets, net		444			409
Other assets		523			235
Total assets	$	25,321		$	25,006
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable, trade	$	2,093		$	1,872
Accrued compensation and other related expenses		1,445			1,316
Accrued warranties		416			496
Accrued liabilities		1,035			1,173
Total current liabilities		4,989			4,857
Uncertain tax positions-Long term liabilities		27			27
Commitments and contingencies
Stockholders’ equity:
Common stock, $.10 par value, 10,000 shares authorized, 4,103 shares issued, 2,606 and 2,620 outstanding, respectively		410			410
Additional paid-in capital		5,376			5,288
Treasury stock, 1,497 and 1,483 shares, respectively, at cost		(10,454	)		(10,232	)
Retained earnings		24,973			24,803
Accumulated other comprehensive loss, net		—			(147	)
Total stockholders’ equity		20,305			20,122
Total liabilities and stockholders’ equity	$	25,321		$	25,006

See Notes to Unaudited Condensed Consolidated Financial Statements.

O.I. Corporation

Condensed Consolidated Statements of Income and Comprehensive Income

(In thousands, except per share data)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Net revenues:
Products	$	7,186		$	5,625		$	13,593		$	12,117
Services		858			906			1,778			1,756
		8,044			6,531			15,371			13,873
Cost of revenues:
Products		3,736			2,931			7,093			6,155
Services		419			402			942			790
		4,155			3,333			8,035			6,945
Gross profit		3,889			3,198			7,336			6,928
Selling, general and administrative expenses		2,462			2,092			4,761			5,754
Research and development expenses		957			872			1,865			1,803
Operating income (loss)		470			234			710			(629	)
Other (loss) income, net		(216	)		151			(136	)		550
Income (loss) before income taxes		254			385			574			(79	)
Provision (benefit) for income taxes		63			83			143			(20	)
Net income (loss)	$	191		$	302		$	431		$	(59	)
Other comprehensive income (loss), net of tax, Unrealized gains (losses) on investments	$	169		$	(41	)	$	147		$	(16	)
Comprehensive income (loss)	$	360		$	261		$	578		$	(75	)
Earnings (loss) per share:
Basic	$	0.07		$	0.10		$	0.16		$	(0.02	)
Diluted	$	0.07		$	0.10		$	0.16		$	(0.02	)
Shares used in computing earnings (loss) per share:
Basic		2,611			2,896			2,613			2,879
Diluted		2,647			2,976			2,648			2,879
Cash dividends declared per share of common stock	$	0.05		$	0.05		$	0.10		$	0.10

See Notes to Unaudited Condensed Consolidated Financial Statements.

O.I. Corporation

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2008			2007
Cash Flows from Operating Activities:
Net income / (loss)	$	431		$	(59	)
Depreciation and amortization		285			285
Stock based compensation		81			52
Loss on securities including amortization of discounts		353			—
Loss/(gain) on disposition of property, plant, and equipment		1			(214	)
Change in working capital		(802	)		(1,175	)
Net cash flows provided by (used in) operating activities		349			(1,111	)
Cash Flows from Investing Activities:
Purchase of investments		(2,881	)		(3,441	)
Sales and maturity of investments		3,917			6,639
Purchase of property, plant and equipment		(180	)		(489	)
Proceeds from sale of property, plant and equipment		37			225
Change in other assets		(44	)		(42	)
Net cash flows provided by investing activities		849			2,892
Cash Flows from Financing Activities:
Proceeds from issuance of common stock pursuant to exercise of employee stock options and employee stock purchase plan		52			243
Purchase of Treasury stock		(267	)		(167	)
Payment of cash dividends on common stock		(261	)		(288	)
Net cash flows used in financing activities		(476	)		(212	)
Net increase in cash and cash equivalents		722			1,569
Cash and cash equivalents:
Beginning of period		3,356			2,665
End of period	$	4,078		$	4,234

See Notes to Unaudited Condensed Consolidated Financial Statements.

O.I. CORPORATION and SUBSIDIARY

Notes to Unaudited Condensed Consolidated Financial Statements

1. Basis of Presentation.

O.I. Corporation (the “Company”, “we”, or “our”), an Oklahoma corporation, was organized in 1963. The Company designs, manufactures, markets, and services analytical, monitoring and sample preparation products, components, and systems used to detect, measure, and analyze chemical compounds.

The consolidated financial statements included in this report have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and include all normal and recurring adjustments which are, in the opinion of management, necessary for a fair presentation. These financial statements have not been audited by an independent accountant. The consolidated financial statements include the accounts of the Company and its subsidiary. All inter-company transactions and balances have been eliminated in the financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations for interim reporting.

The Company believes that the disclosures are adequate to prevent the information from being misleading. However, these financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. The financial data for the interim periods presented may not necessarily reflect the results to be anticipated for the complete year.

2. Inventories, net.

Inventories, net, which include material, labor, and manufacturing overhead, are stated at the lower of first-in, first-out cost or market (in thousands):

	June 30, 2008			December 31, 2007
Raw materials	$	4,579		$	4,506
Work-in-process		646			742
Finished goods		514			841
Reserves		(632	)		(732	)
	$	5,107		$	5,357

3. Comprehensive Income/(Loss).

Other comprehensive income/(loss) refers to revenues, expenses, gains and losses that under generally accepted accounting principles are recorded as an element of stockholders’ equity. The Company’s components of comprehensive income/(loss) are net income and unrealized gains and losses on available-for-sale investments, net of related deferred income taxes.

4. Earnings (loss) Per Share.

The following table sets forth the computation of basic and diluted earnings (loss) per share:

	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Numerator, earnings (loss) attributable to common stockholders	$	191	$	302	$	431	$	(59	)
Denominator:
Basic-weighted average common shares outstanding		2,611		2,896		2,613		2,879
Dilutive effect of employee stock options		36		80		35		—
Diluted outstanding shares		2,647		2,976		2,648		2,879
Basic earnings (loss) per common share	$	0.07	$	0.10	$	0.16	$	(0.02	)
Diluted earnings (loss) per common share	$	0.07	$	0.10	$	0.16	$	(0.02	)

For the three and six months ended June 30, 2008, there were 69,500 and 89,500 anti-dilutive shares, respectively. For the three months ended June 30, 2007, there were 88,000 anti-dilutive shares. For the six months ended June 30, 2007, the Company’s potentially dilutive options of 90,653 were not used in the calculation of diluted earnings since the effect of potentially dilutive securities in computing a loss per share was anti-dilutive.

5. Stock-Based Compensation.

On January 1, 2006, we adopted the provisions of Statement 123 (revised 2004) (“Statement 123(R)”), “Share-Based Payment”, which revises Statement 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion 25, Accounting for Stock Issued to Employees. In accordance with Statement 123(R), our financial statements recognize expense related to our stock-based compensation awards that were granted after January 1, 2006, or that were unvested as of January 1, 2006, based on their grant-date fair value.

Our pre-tax compensation cost for stock-based compensation for the three months ended June 30, 2008 and 2007 was $40,000 and $26,000 ($24,000 and $16,000 after tax effects), respectively. Our pre-tax compensation cost for stock-based compensation was $81,000 and $52,000 ($48,000 and $31,000 after tax effects) for the six months ended June 30, 2008 and 2007, respectively.

Statement 123(R) requires that cash flows from the exercise of stock options resulting from tax benefits in excess of recognized cumulative compensation cost (excess tax benefits) be classified as financing cash flows. For the six months ended June 30, 2008 and 2007, there was no excess tax benefit.

During the six months ended June 30, 2008, no options were granted. During the same period of the prior year, 70,000 shares of incentive stock options were granted under the 2003 Incentive Compensation Plan. We also granted 10,000 non-qualified stock options to members of the board of directors under the 2003 Incentive Compensation Plan during the six months ended June 30, 2007. The weighted average fair value of the options granted in 2007 was calculated using the following assumptions:

	Non-Employee Director Non-Qualified Stock Options		Employee Incentive Stock Options
Risk free interest rate	4.75	%	4.75%
Expected dividend yield	1.63	%	1.46%-1.75%
Expected life	3 years		3 to 5 years
Expected volatility	37.00	%	37.00%

Other information

As of June 30, 2008, we had $312,000 of total unrecognized compensation cost related to non-vested awards granted under our various share-based plans, which we expect to recognize over a 3-year period.

We received cash from options exercised during the first six months of fiscal years 2008 and 2007 of $35,000 and $234,000, respectively. The impact of these cash receipts is included in financing activities in the accompanying consolidated statements of cash flows.

The Company’s practice has been to issue shares for option exercises out of treasury stock as provided under the terms of the 2003 Incentive Compensation Plan. We believe our treasury stock holdings are sufficient to satisfy any exercises in 2008.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto. This discussion also contains forward-looking statements. Please see the “Caution Regarding Forward-Looking Information; Risk Factors” above.

COMPANY OVERVIEW

O. I. Corporation, referred to as “the Company,” “OI,” “we,” “our” or “us”, was organized in 1963 in accordance with the Business Corporation Act of the State of Oklahoma as Clinical Development Corporation, a builder of medical and research laboratories. In 1969, we moved from Oklahoma City, Oklahoma to College Station, Texas and changed our name to Oceanography International Corporation. To better reflect current business operations, we again changed our name to O.I. Corporation in July 1980, and in January 1989 we began doing business as OI Analytical.

At OI, we provide innovative products for chemical monitoring and analysis. Our products perform chemical detection, analysis, measurement and monitoring applications in a wide variety of industries including food, beverage, pharmaceutical, semiconductor, power generation, chemical, petrochemical and security. Headquartered in College Station, Texas, we sell our products throughout the world utilizing a direct sales force as well as a network of independent sales representatives and distributors.

RECENT DEVELOPMENTS

During the second quarter of 2008, we generated 23% revenue growth compared to the same period in 2007 on the strength of our core laboratory products sales. We are continuing our efforts to broaden OI’s product line both

through our strategic alliance with DANI Instruments, S.p.A., which we announced in the second quarter, and through development of innovative new products including an ion-CCD based miniature mass spectrometer and unique Total Organic Carbon (or TOC) analyzer. We anticipate product sales under our agreement with DANI to add incremental revenues to our sample introduction product line beginning in the second half of this year, while we believe that our new product development efforts will provide market-ready products during the first half of 2009.

On June 2, we entered into a Value Added Resellers (or VAR) agreement with Agilent Technologies, the market leader for gas chromatography solutions. This agreement will facilitate increased cooperation between our two companies and should allow OI to increase its market position for custom GC solutions.

Because of recent volatility in the financial markets, we recorded a $329,000 loss in the value of our investment holdings during the second quarter of 2008. Due to a continued decline in the market value of the investments we liquidated all our preferred stock and corporate bond holdings as announced on July 18, 2008, and expect to record a further loss of approximately $420,000 during our third quarter.

Results of Operations (dollars in 000’s)

Revenues

	Three Months Ended June 30,				Increase (Decrease)			Six Months Ended June 30,				Increase (Decrease)
	2008		2007					2008		2007
Net revenue:
Products	$	7,186	$	5,625	$	1,561		$	13,593	$	12,117	$	1,476
Services	$	858	$	906		(48	)	$	1,778	$	1,756		22
	$	8,044	$	6,531	$	1,513		$	15,371	$	13,873	$	1,498

Consolidated net revenues for the three months ended June 30, 2008 increased $1,513,000, or 23.2%, compared to the same period of the prior year, due primarily to sales growth in our laboratory products lines. Our laboratory product revenues increased 24.3% during the second quarter on strong domestic and international demand for Gas Chromatography (or GC) products. Sales of our Purge and Trap Sample Concentrators and related auto sampling equipment were particularly strong during the second quarter.

Domestically, demand increased from both independent laboratories as well as the governmental and academic sectors. Though up in all regions, international sales growth was greatest in Europe. In addition to GC sales growth, revenues from our MINICAMS^® product line increased 15% during the second quarter of 2008 compared to the same period of 2007 due in part to higher export sales into Europe.

For the six months ended June 30, 2008, net revenues increased $1,498,000, or 10.8%, compared to the same period in 2007. This increase was due to increased laboratory product sales, which were up 24.9% from 2007, with GC product revenues generating the bulk of this increase. Our higher laboratory product revenues were partially offset by lower shipments of MINICAMS^® products. Sales of MINICAMS^® were down in the first quarter of 2008 compared to the prior year due to completion of shipments under a major contract during the first quarter of 2007. Because we currently have no major contracts in hand for this product line, we anticipate lower MINICAMS^® sales in 2008 and are focused on laboratory product sales growth this year.

Service revenues include billings under research contracts as well as customer charges for service and equipment repairs. Our service revenues were relatively stable compared to last year for quarter and six-month periods presented.

The sales growth generated during the first half of 2008 was in line with our internal projections and plans. However, this trend may not continue. Our backlog began to decline at the end of the second quarter and we believe that the overall economic slow down may negatively impact our sales in the second half of 2008. We are continuing our product line expansion efforts through our alliance with DANI Instruments and expect to have a thermal desorption product available for sale in the third quarter of 2008 to enhance our line of GC sample introduction equipment. We also remain optimistic about longer term revenue growth potential based on international sales opportunities and new technologies being developed that should enable us to expand into new markets.

Gross Profit

	Three Months Ended June 30,								Six Months Ended June 30,
	2008				2007				2008				2007
($ in 000’s)	$		%		$		%		$		%		$		%
Cost of revenues:
Products		3,736	52.0	%		2,931	52.1	%		7,093	52.2	%		6,155	50.8	%
Services		419	48.8	%		402	44.4	%		942	53.0	%		790	45.0	%
	$	4,155	51.7	%	$	3,333	51.0	%	$	8,035	52.3	%	$	6,945	50.1	%
Gross profit	$	3,889	48.3	%	$	3,198	49.0	%	$	7,336	47.7	%	$	6,928	49.9	%

On a percentage of sales basis, gross profit for the three months ended June 30, 2008 totaled 48.3%, down slightly from 49.0% for the same period of the prior year. Our standard profit margin on products declined compared to the same period last year due to a higher composition of OEM as compared to manufactured products as well as increased purchase costs on many component parts. However, we benefited from lower warranty costs and reduced manufacturing variances. Service related margins declined as a percentage of sales because of a higher composition of lower margin U.S. Army contract revenues during the second quarter of 2008 compared to 2007.

On a year to date basis, gross profit increased $408,000 in 2008 compared to last year because of higher sales. However, our gross profit margin decreased 2.2% from last year due largely to lower sales of our MINICAMS^® products and a higher composition of OEM as compared to manufactured laboratory products. Service margins also declined due to a higher composition of U.S. Army contract revenues as noted above.

Operating Expenses

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
($ in 000’s)	$	%		$	%		$	%		$	%
Selling, general and administrative expenses	2,462	30.6	%	2,092	32.0	%	4,761	31.0	%	5,754	41.5	%
Research and development expenses	957	11.9	%	872	13.4	%	1,865	12.1	%	1,803	13.0	%

SG&A expenses for the three months ended June 30, 2008, increased $370,000, or 17.7% compared to the same period in 2007. The increase in SG&A expenses resulted in large part from higher sales-related expenses including commissions, salaries and travel. In addition, general and administrative expenses increased during 2008 compared to last year. In the second quarter of 2007, we benefited from the negotiation of reduced legal and consulting expenses previously incurred in connection with the stock option investigation, which occurred during the first quarter of 2007. While our SG&A expenses increased in total during the second quarter of 2008, these expenses decreased 1.4% as a percentage of sales compared to the prior year.

For the six months ended June 30, 2008, our SG&A expenses decreased $993,000, or 17.3%, compared to 2007, because of elevated legal and consulting costs during 2007 incurred in connection with the stock option investigation concluded during the first quarter of the year.

R&D expenses for the three months ended June 30, 2008, increased $85,000, or 9.8%, compared to the second quarter of 2007 and represented 11.9% of revenues in 2008 compared to 13.4% of revenues in the same period last year. The increase in R&D expense during the second quarter resulted primarily from higher expenses related to compensation and supplies expenses in connection with development of our ion-CCD based miniature mass spectrometer and our new TOC analyzer technology. We believe that both these projects are progressing well and expect to have products available for sale during the first quarter of 2009.

For the six months ended June 30, 2008, R&D expenses increased $62,000, or 3.4%, in comparison to the same period last year. This increase was primarily attributable to higher second quarter expenses in this area as described above.

	Three Months Ended June 30,									Six Months Ended June 30,
	2008					2007				2008					2007
($ in 000’s)	$			%		$		%		$			%		$			%
Operating income (loss)	$	470		5.8	%	$	234	3.6	%	$	710		4.6	%	$	(629	)	-4.5	%
Other income, net		(216	)	-2.7	%		151	2.3	%		(136	)	-0.9	%		550		4.0	%
Income (loss) before income taxes		254		3.2	%		385	5.9	%		574		3.7	%		(79	)	-0.5	%
Provision (benefit) for income taxes		63		0.8	%		83	1.3	%		143		0.9	%		(20	)	-0.1	%
Net income (loss)		191		2.4	%		302	4.6	%		431		2.8	%		(59	)	-0.4	%

Operating Income (Loss)

Operating income totaled $470,000 for the three months ended June 30, 2008, up $236,000 from the same period in 2007, due to higher sales partially offset by increased SG&A and R&D expenses. For the six months ended June 30, 2008, operating income totaled $710,000 compared to an operating loss of $629,000 during the first six months of 2007. This increase in earnings was primarily attributable to higher sales and gross profit, and a large decrease in SG&A expenses during 2008 compared to 2007 which included stock option investigation expenses.

Other Income, Net

During the three months ended June 30, 2008 we recognized a loss of $329,000 on our investment holdings. Because of turbulent financial markets, we recorded this loss to reflect the decline in value of our preferred stock and corporate bond holdings that we determined to be other than temporary. We sold these investment holdings in July and will recognize a further loss of approximately $420,000 on this disposition during the third quarter. Our recorded loss on investment holdings was partially offset by interest and dividend income. Because of larger investment holdings last year, we generated higher other income on our investments during the second quarter of 2007.

Due to the second quarter investment loss noted above, we incurred a net loss in other income of $136,000 for the six months ended June 30, 2008. Other income for the six months ended June 30, 2007 totaled $550,000 due in large part to the gain recorded on the sale of .40 acres of our College Station, Texas property during the first quarter of 2007. Because of our reduced cash and investment holdings, we anticipate lower interest income in the months ahead.

Liquidity and Capital Resources

For the six months ended June 30, 2008, cash flow provided by operating activities totaled $349,000, compared to a $1,111,000 use of cash by operating activities during the same period in 2007. Our increase in operating cash flow during 2008 resulted from higher operating earnings and reduced working capital requirements. Funds expended for working capital requirements during 2008 consisted primarily of tax payments, payments of other year-end accrued liabilities, and increased accounts receivable. Our accounts receivable increase was attributable to sales growth during 2008.

Cash flow provided by investing activities totaled $849,000 through the first six months of 2008, compared to $2,892,000 in 2007. This reduction in cash flow during 2008 was primarily attributable to last year’s liquidation of investments in anticipation of the Modified Dutch Auction Self-Tender that was completed in August of 2007. Purchases of property, plant and equipment decreased to $180,000 in 2008, down $309,000 from last year. Our 2007 disbursements consisted primarily of costs related to the implementation of our new ERP computer system which we began using July 1, 2007. We have no material commitments for capital expenditures as of June 30, 2008.

Net cash flow used in financing activities for the six months ended June 30, 2008, totaled $476,000, compared to $212,000 for the same period of the prior year. This increase was due primarily to increased purchases of treasury stock and lower proceeds from the issuance of employee stock options.

Cash, cash equivalents and short-term investments totaled $6,076,000 as of June 30, 2008, compared to $6,476,000 as of December 31, 2007. While our cash position is down from year-end, we believe our liquidity and expected cash flows from operations are more than sufficient to meet expected working capital, capital expenditure, stock repurchase and R&D requirements for both the short-term and long-term. As of June 30, 2008 we had no borrowings under our $6,000,000 revolving line of credit. Availability under this agreement may be limited by our eligible collateral value, which we have not calculated because we have no borrowings.

We invest a portion of our excess funds generated from operations in short-term securities, including money market funds, government backed securities, commercial paper, and certificates of deposit. Our primary goal is preservation of capital with a secondary goal of return on invested cash.

Our Board of Directors declared a cash dividend on May 7, 2008, of $0.05 per common share that was payable on May 30, 2008, to shareholders of record at the close of business on May 14, 2008. The quarterly dividend was declared in connection with the Board’s decision in 2006 to establish an annual cash dividend of $0.20 per share, payable at $0.05 per quarter. The payment of future cash dividends under the policy is subject to the approval of our Board of Directors.

Critical Accounting Policies

Please reference Part I-Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2007.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to a variety of market risks, including changes in interest rates and the market value of our investments. The fair value of our investments in debt and equity securities at December 31, 2007 totaled $3,120,000, consisting of various preferred stock and corporate bond holdings.

Through the first half of 2008, we reduced our holdings of preferred stock and corporate bonds by approximately $1,481,000. In addition, we recorded a loss of $329,000 on these holdings to reflect the decline in value as of June 30, 2008 which we concluded was other than temporary. Because of continued market volatility we sold all our preferred stock and corporate bond holdings in July and will record a further loss of approximately $420,000 during the third quarter of 2008.

Our investments in debt and equity securities totaled $1,998,000 as of June 30, 2008, including both our remaining preferred stock and corporate bond holdings as well as investments in short term commercial paper, bank certificates of deposit and other highly liquid, short-term investments.

Item 4. Controls and Procedures

We maintain a set of disclosure controls and procedures designed to ensure that the information we are required to disclose in reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. During the period from April 1, 2008 to June 30, 2008, an evaluation under the supervision and with the participation of management, including the Chief Executive Officer/CFO (our principal executive officer and principal financial officer), of the effectiveness of our disclosure controls and procedures was conducted. Based on that evaluation, the Chief Executive Officer/CFO has concluded that, as of June 30, 2008, our disclosure controls and procedures are effective.

Subsequent to the date of his evaluation, there have been no changes in our internal controls that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Our management, including the Chief Executive Officer/CFO, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Part II - Other Information

Item 1. Legal Proceedings

In the normal course of our business, we are subject to legal proceedings brought against us. There have been no material developments to the legal proceedings described in Part I, Item 3, “Legal Proceedings” in our Annual Report on Form 10-K for the year-ended December 31, 2007, and there are no new reportable legal proceedings for the quarter ended June 30, 2008.

Item 1A. Risk Factors

There have been no material changes in the risk factors described in Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2007.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) Issuer Repurchases of Equity Securities

The following table provides information about our purchases of equity securities that are registered by us pursuant to Section 12 of the Exchange Act during the quarter ended June 30, 2008.

2008	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of a Publicly Announced Plan (1)	Maximum Number of Shares that May Yet Be Purchased Under the Plan (1)
April 1 - April 30	4,589	$	11.81	4,589	39,974
May 1 - May 31	1,203	$	11.56	1,203	138,771
June 1 - June 30	5,810	$	11.56	5,810	232,961
Total	11,602			11,602

(1) In August 2006, a plan was approved to repurchase up to 100,000 shares of OI common stock with no specified expiration date. Through two separate authorizations in May and June 2008, the Board of Directors authorized the repurchase of an additional 200,000 shares of OI common stock with no specified expiration date.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

Our annual meeting of shareholders was held on May 19, 2008, at 11:00 a.m. at O.I. Corporation headquarters, 151 Graham Road, College Station, Texas, for the purposes of considering and voting upon the following matters: (i) the election of directors to serve until the 2009 Annual Meeting or until their successors are elected or appointed; and (ii) the ratification of independent registered public accountants.

The following nominees were elected as members of the Board for the ensuing year or until their successors are elected or appointed: Raymond E. Cabillot, Richard W. K. Chapman, J. Bruce Lancaster, John K.H. Linnartz, Donald P. Segers, and Leo B. Womack.

The table below shows the matters that were voted upon at the meeting, and states the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each matter:

Proposal No. 1 - Election of Directors	For	Withheld
Raymond E. Cabillot	2,456,715	71,745
Richard W.K. Chapman	2,456,790	71,670
J. Bruce Lancaster	2,473,564	54,896
John K.H. Linnartz	2,471,172	57,288
Donald P. Segers	2,476,911	51,549
Leo B. Womack	2,456,790	71,670

Proposal No. 2 - Ratification of Accountants	For	Against	Abstentions
McGladrey & Pullen, LLP	2,521,766	6,094	600

Item 5. Other Information

On August 8, 2008, the Board of Directors amended the Company’s Employee Stock Purchase Plan to increase the Company’s match to eligible employee contributions from 15% to 25% effective January 1, 2009. The Plan is open to all employees, including Executive Officers.

Item 6. Exhibits

10.1*	Value Added Reseller Agreement between O.I. Corporation and Agilent Technologies dated June 1, 2008 (Confidential Treatment Requested).
10.2*	Employee Stock Purchase Plan as amended May 19, 2008 and August 8, 2008.
10.3*	Amendment to Employment Agreement with J. Bruce Lancaster.
10.4*	Amendment to Employment Agreement with Donald P. Segers.
31*	Principal Executive Officer and Principal Financial Officer certification pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 *	Principal Executive Officer and Principal Financial Officer certification pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	O. I. CORPORATION
	(Registrant)
Date: August 11, 2008	BY:	/s/ J. Bruce Lancaster
		Chief Executive Officer and Chief Financial Officer (Principal Executive and Principal Financial Officer)

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT TITLE
10.1*	Value Added Reseller Agreement between O.I. Corporation and Agilent Technologies dated June 1, 2008 (Confidential Treatment Requested).
10.2*	Stock Purchase Plan as amended May 19, 2008 and August 8, 2008.
10.3*	Amendment to Employment Agreement with J. Bruce Lancaster.
10.4*	Amendment to Employment Agreement with Donald P. Segers.
31*	Principal Executive Officer and Principal Financial Officer certification pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 *	Principal Executive Officer and Principal Financial Officer certification pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith

EX-10.1

Exhibit 10.1

CONFIDENTIAL TREATMENT REQUESTED

[*] Denotes information for which confidential treatment has been requested. Confidential portions omitted have been filed separately with the Securities & Exchange Commission.

LSCA VALUE ADDED RESELLER PROGRAM AGREEMENT	AHA47
	Exhibit R200L

AGREEMENT NO. AHA47

THIS LSCA VALUE ADDED RESELLER PROGRAM AGREEMENT (“Agreement”) is entered into as of June 1, 2008 (the “Effective Date”), by and between Agilent Technologies, Inc. (“Agilent”), and O.I. Corporation, (“Reseller”).

“Estimated Volume” is the monetary amount of eligible Products and related Support that Reseller plans to order during the term of this Agreement. “Product(s)” means any hardware or consumables sold or Software licensed under this Agreement. “Software” means one or more computer programs and related documentation. “Specifications” means specific technical information about Products published by Agilent in effect on the date Agilent ships the order. “Support” means any standard service provided by Agilent. “Custom Support” means Support adapted to meet Reseller requirements.

1. APPOINTMENT

a) Subject to the terms in this Agreement, Agilent appoints Reseller as an authorized, non-exclusive, Value Added Reseller for the Products set forth in exhibit E305.

b) Agilent authorizes Reseller to provide marketing and support of Products to end-users; and to create, market, sell, lease and support solutions described in Section 3a ii) below.

2. RELATIONSHIP

Reseller and Agilent are independent contractors for purposes of this Agreement and any representation made or agreements executed by Reseller will be Reseller’s sole responsibility. This Agreement does not establish a franchise, joint venture or partnership, or create any relationship of employer and employee, or principal and agent between the parties.

3. RESELLER CONDITIONS

a) Reseller represents that as a Value-Added Reseller:

i) It is experienced in the use and operation of the Products to be purchased hereunder and will be primarily responsible for the marketing and support of the Products to end-users. Reseller may request marketing assistance from Agilent. Agilent will only be obligated to provide such assistance as was specifically and mutually agreed upon by both parties.

ii) Products purchased hereunder will be incorporated in a solution consisting of other hardware and/or software with services that add substantial value to Products and will be sold or leased by Reseller to end-users other than Reseller’s corporate parent, division, or any subsidiary of corporate parent.

iii) It will maintain support and warranty services for the added value portion of the solution, unless otherwise stated in exhibit E305.

b) For purposes such as Product safety notification and Product recall, Reseller shall provide Agilent a monthly Point of Sales report including Agilent Sales Order Number, Customer name and address, Product Number and Number of units sold.

c) If Reseller’s end-users purchase Products from Agilent, Reseller will have no claim against Agilent for compensation.

d) Reseller will qualify for discounts on add-on Agilent Products and upgrades to Products previously purchased if: (i) Reseller initially resold the Product being enhanced or upgraded in accordance with this Agreement, and (ii) Reseller has provided and continues to provide ongoing support on the initial Product to its end-user.

e) Reseller is responsible for complying with all training requirements designated by Agilent on each eligible Product it carries.

f) By signing this Agreement, Reseller acknowledges it’s responsibility to comply with US Nuclear Regulatory Commission (NRC) and all local regulations in force for radioactive sources and expressly agrees that it or it’s Customer shall obtain all appropriate licenses/permits in order to correctly import/export/transport Agilent Electron Capture Detectors (ECD) in the country of resale. Subject to the local laws, Reseller will provide Agilent copies of their ECD licenses or other applicable information to enable Agilent to validate Reseller’s compliance with the license requirements. Reseller furthermore commits to remove or verify appropriate disposal of all ECDs within their countries of resale. Agilent will not be responsible for tracking of the ECD to Customer. Agilent will accept and dispose of all ECDs manufactured by HP / Agilent.

g) Agilent reserves the right, at its discretion and upon reasonable notice to Reseller to verify Reseller’s compliance with this Agreement. At Agilent’s request, Reseller will provide Agilent with information to substantiate that Reseller has fulfilled its obligations under this Agreement. If Reseller fails to comply with the terms of this Agreement, Agilent reserves the right either to terminate or not to renew this Agreement subject to Section 11b).

4. SALE AND DELIVERY

a) All orders are subject to acceptance by Agilent. Product orders must reference this Agreement, be issued during the term of this Agreement, and specify delivery within six (6) months from order date.

b) The minimum stocking order/delivery to Reseller is $1,000. If this minimum order volume is not reached, Agilent will be entitled to a handling fee of $50. This shall not apply in the case where the order is placed electronically.

c) Reseller may cancel orders for Products (except custom Products) prior to shipment at no charge. Product returns will be subject to Agilent’s approval and return/refurbishment charges.

d) Title to hardware and consumables Products and acceptance of Products by Reseller will occur upon delivery.

e) Unless otherwise indicated on the quotation, prices include shipping and handling charges in accordance with the applicable trade term. Prices exclude any sales, value added or similar tax which will be payable by Reseller.

f) Sales of Products to Reseller’s corporate parent, division or majority owned subsidiary are not eligible for discount.

g) Agilent may, from time to time, offer Reseller marketing programs based on terms and conditions applicable to such programs.

h) Payment is due thirty (30) days from Agilent’s invoice date. Agilent may change credit or payment terms at any time should Reseller’s financial condition or previous payment record so warrant. Agilent may discontinue performance if Reseller fails to pay any sum due or to perform under this Agreement if, after ten (10) days written notice, the failure has not been cured.

[*] Denotes information for which confidential treatment has been requested. Confidential portions omitted have been filed separately with the Securities & Exchange Commission.

5. LICENSES

a) Agilent grants Reseller a non-exclusive license to distribute and use, including for demonstration purposes, the Software and related materials supplied by Agilent in accordance with the license terms included with the Software. Reseller agrees that it will pass through to end users Agilent’s license terms whenever Software is distributed to an end user.

b) Except as authorized by Agilent in writing or as permitted by law, Reseller will not reverse engineer, reverse compile, or reverse assemble Software, modify or translate Software or copy Software onto any public or distributed network.

6. PRODUCT MODIFICATIONS

Reseller will submit in writing to Agilent any proposed product modifications which might affect either the performance, safety or radiated emissions certifications of Product. In the event Agilent believes such modifications may have an adverse effect, Agilent reserves the right to modify this Agreement to clarify the rights and obligations of Agilent and Reseller with respect to support, marketing and technical specifications.

7. PRODUCT DEMONSTRATION AND DEVELOPMENT

a) Reseller may purchase Products with demo discount defined in the exhibit E305 for the purposes of developing a new or testing an existing product which incorporates Products along with Reseller hardware or software products, or demonstration of Products in combination with Reseller’s products at trade shows or customer training facilities. Such Products may not be resold for a minimum of eight (8) months after delivery.

b) Agilent may offer used Products updated to current technical specifications if allowed by local regulations. Products purchased under this Section are limited to the minimum configuration(s) necessary to accomplish Reseller’s development, testing or demonstration objectives, unless add-ons, upgrades or additional Products are agreed to by Agilent in writing.

c) No right, title or interest in each other’s products is granted or implied from the demo discount except as expressly stated.

8. TRADEMARKS

a) Agilent may use Reseller’s trademark or logo for the purpose of fairly and accurately referring to Reseller on Agilent websites and training material that provides information about Agilent’s channel partners.

b) Reseller’s right to use any Agilent trademarks and/or service marks is specified in exhibit I5 in this Agreement.

c) Reseller will not, without Agilent’s prior written consent, remove, alter or modify serial or identification numbers, labels, trademarks or other trade-identifying symbols from Products sold or materials provided by Agilent under this Agreement.

d) Agilent will have the sole and exclusive right in its sole discretion to bring legal actions for trademark infringement with respect to any of the Agilent trademarks and/or service marks. Reseller will assist Agilent in such legal proceedings. Reseller will notify Agilent promptly of any trademark or patent infringements of which it has knowledge.

9. INTELLECTUAL PROPERTY CLAIMS

a) Agilent will defend or settle any claim against Reseller, (or end users or third parties to whom Reseller is authorized by Agilent to resell or sublicense), that a Product infringes an intellectual property right, provided Reseller promptly notifies Agilent in writing and provides control of the defense or settlement, and assistance to Agilent.

[*] Denotes information for which confidential treatment has been requested. Confidential portions omitted have been filed separately with the Securities & Exchange Commission.

b) In defending or settling an infringement claim under Section 9(a), Agilent will pay infringement claim defense costs, settlement amounts and court-awarded damages. If such a claim appears likely, Agilent may, at its option, modify or replace the Product or procure any necessary license. If Agilent determines that none of these alternatives is reasonably available, Agilent will refund Reseller’s purchase price upon return of the Product.

c) Agilent has no obligation for any claim of infringement arising from Agilent’s compliance with, or use of, Reseller’s designs, specifications or instructions or technical information; Product modifications by Reseller or a third party; Product use prohibited by Specifications or related application notes; or use of the Product with products not supplied by Agilent.

10. LIMITATION OF LIABILITY AND REMEDIES

a) In no event will Agilent, its subcontractors or suppliers be liable for special, incidental, indirect or consequential damages (including downtime costs, loss of data, restoration costs, lost profits, or cost of cover) regardless of whether such claims are based on contract, tort, warranty or any other legal theory, even if advised of the possibility of such damages. This exclusion is independent of any remedy set forth in this Agreement.

b) To the extent that limitation of liability is permitted by law, Agilent’s liability to Reseller is limited to US $1,000,000, except that Agilent’s obligation to make warranty refunds defined in exhibit E305 is limited to the Product purchase price.

c) The limitations set forth in Sections 10(a) and 10(b) above will not apply to infringement claims under Section 9, or to damages for bodily injury or death.

d) The remedies in this Agreement are Reseller’s sole and exclusive remedies.

11. TERM AND TERMINATION

a) This Agreement will remain in effect for a period of twelve (12) months from the Effective Date. Prior to the expiration of the Agreement, the parties may agree to a renewal term. Estimated Volumes and exhibits will be reviewed and revised as appropriate prior to any such renewal.

b) This Agreement may be terminated immediately upon notice in writing by either party, for cause, unless the other party cures the breach within thirty (30) days of written notice of such breach.

c) This Agreement will terminate automatically if either party is subject to a voluntary or involuntary bankruptcy petition, becomes insolvent, is unable to pay its debts as they become due, ceases to do business as a going concern, makes an offer or assignment or compromise for the benefit of creditors, or there is a substantial cessation of its regular course of business, or a receiver or trustee is appointed for such party’s assets.

d) Provisions herein which by their nature extend beyond the termination or expiration of this Agreement will remain in effect until fulfilled.

12. CONFIDENTIALITY

a) In the event that confidential information is exchanged, each party will protect and safeguard the confidential information of the other in the same manner in which it protects its own equivalent confidential, and trade secret information, but in no event less than a reasonable degree of care. The party claiming the benefit of this provision must furnish such information in writing and mark such information as “Confidential” or if such information is provided orally, then the transmitting party (“Discloser”) will designate such information as being confidential at the time of disclosure and confirm in writing to the

[*] Denotes information for which confidential treatment has been requested. Confidential portions omitted have been filed separately with the Securities & Exchange Commission.

receiving party (“Recipient”) that it is confidential within thirty (30) days of its communication. Such information will remain confidential for three (3) years after the date of written disclosure.

b) This Section imposes no obligation upon a Recipient with respect to confidential information that (a) was in the Recipient’s possession before the disclosure; (b) is or becomes a matter of public knowledge through no fault of the Recipient; (c) is rightfully received by the Recipient from a third party without a duty of confidentiality; (d) is disclosed by the Discloser to a third party without a duty of confidentiality on the third party; (e) is independently developed by the Recipient; (f) is disclosed under operation of law; or (g) is disclosed by the Recipient with the Discloser’s prior written approval.

13. GENERAL

a) All notices that are required under this Agreement must be in writing and will be considered given as of twenty-four (24) hours after sending by electronic means, facsimile transmission, overnight courier, or hand delivery, or as of five (5) days of certified mailing and appropriately addressed as follows:

Reseller:	Agilent:
O.I. Corporation	Agilent Technologies, Inc.
151 Graham Road	2850 Centerville Road
College Station, TX 77845	Wilmington, DE 19808
Facsimile: 979-690-0440	Facsimile: 302-993-5788

b) Agilent may assign or transfer this Agreement without consent in connection with a merger, reorganization, change of control or ownership, or transfer or sale of assets or product lines. Reseller may not assume this Agreement in connection with any bankruptcy proceedings without Agilent’s written consent.

c) Agilent will store and use any of the Reseller’s personal data in accordance with Agilent’s Privacy Statement, available at www.agilent.com/go/privacy. Agilent will not sell, rent or lease Reseller’s personal data to others.

d) Terms for service are available at http://www.agilent.com/go/service_terms, upon request or as indicated on the quotation.

e) Reseller who exports, re-exports, transfers or imports Products, technology or technical data purchased hereunder, assumes responsibility for complying with applicable U.S. and other laws and regulations and for obtaining any required export and import authorizations. Agilent may terminate this Agreement immediately if Reseller is in violation of any applicable laws or regulations.

f) Disputes arising in connection with this Agreement will be governed by the laws of the State of California, and the courts of that state will have jurisdiction, except that Agilent may, at its option, bring suit for collection in the country where Reseller is located.

g) Neither party’s failure to exercise any of its rights under this Agreement will be deemed a waiver or a forfeiture of those rights.

h) Reseller will conduct all its activities relating to its business with Agilent in accordance with the highest standards of ethics and fairness as well as compliance with applicable law. Agilent may immediately terminate this Agreement if Reseller fails to do so.

i) To the extent that any provision of this Agreement is determined to be illegal or unenforceable in a particular country, the remainder of the Agreement will remain in full force and effect.

[*] Denotes information for which confidential treatment has been requested. Confidential portions omitted have been filed separately with the Securities & Exchange Commission.

j) The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement or to transactions processed under this Agreement.

k) Any Products loaned during the term of this Agreement will be subject to Agilent’s standard Equipment Loan Agreement.

l) Products are not specifically designed, manufactured or intended for sale as parts, components or assemblies for the planning, construction, maintenance or direct operation of a nuclear facility. Agilent shall not be liable for any damages resulting from such usage.

m) This Agreement constitutes the entire understanding between Agilent and Reseller, and supersedes any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions hereunder. Reseller’s additional or different terms and conditions will not apply. This Agreement may not be changed except by an amendment signed by an authorized representative of each party.

14. EXHIBITS

The following exhibits are attached hereto and are incorporated into this Agreement.

a) Agilent Channel Partner Insignia Exhibit (I5)

b) LSCA Value Added Reseller Compensation Exhibit (E305)

c) Value Added Resellers Business Plan LSCA Products (E306) - reserved

In the event of any conflict between the terms and conditions of the exhibits mentioned above and the terms and conditions set forth in this Agreement, the latter will govern.

IN WITNESS WHEREOF, The parties have duly executed this Agreement effective as of the date indicated above:

AGREED TO:		AGREED TO:
Reseller:	O.I. Corporation	Agilent:	Agilent Technologies, Inc.
	/s/ J. Bruce Lancaster		/s/ Rose Douglas
	Authorized Representative Signature		Authorized Representative Signature
Name:	J. Bruce Lancaster	Name:	Rose Douglas
Title:	CEO/CFO	Title:	Contracts Specialist
Address:	151 Graham Road	Address:	2850 Centerville Road
	College Station, TX 77845		Wilmington, DE 19808
Date:	May 28, 2008	Date:	May 29, 2008

[*] Denotes information for which confidential treatment has been requested. Confidential portions omitted have been filed separately with the Securities & Exchange Commission.

AGILENT CHANNEL PARTNER INSIGNIA EXHIBIT Exhibit 15

WHEREAS, Agilent Technologies, Inc. (“Agilent”) is the owner of all right, title and interest in and to the Agilent trademarks/service marks referenced in this Exhibit I5.

WHEREAS, O.I. Corporation “Participant”) wishes to use the Insignia in connection with the Program outlined in the Referenced Agreement.

Therefore, the purpose of this Exhibit is to provide eligible participants in the Agilent Channel Partner Program with a right to use an insignia that identifies them as such, under conditions that properly protect the insignia.

1. DEFINITIONS

a. “Referenced Agreement” means Agreement No.AHA47 effective June 1, 2008 between Agilent and Participant, of which this Exhibit is a part.

b. “Program” means the Agilent program under which Participant has been admitted as a Channel Partner by written notice.

c. “Authorized Products” means Agilent products identified and authorized in the Referenced Agreement.

d. “Authorized Services” means the services Participant is authorized by the Referenced Agreement to provide with respect to the Authorized Products (including as applicable materials used in the advertising, promotion and sale of such products or services).

e. “Insignia” means the insignia shown below (which Agilent may amend from time to time):

f. “Agilent Mark” means any trademark, trade name, logo or insignia, including the Insignia, owned by Agilent Technologies, Inc. (“Agilent”) or any of its subsidiaries (collectively, with their parent, the “Agilent Companies”).

2. INSIGNIA OWNERSHIP

Participant acknowledges that the Insignia is a trademark of Agilent and that it will remain the sole property of Agilent. Participant’s right to use the Insignia arises solely by virtue of this Exhibit, and Participant will acquire no rights in the Insignia through use. Participant agrees not to attack or challenge the validity of the Insignia as a trademark, Agilent’s ownership thereof, or Agilent’s right to control the use of the Insignia. Participant agrees that any use it makes of the Insignia will inure to the benefit of Agilent.

3. AUTHORIZATION

Participant is authorized to use the Insignia (the “Authorization”) solely in connection with the Authorized Services, and pursuant to and in compliance with the Referenced Agreement. Participant will not use the Insignia other than in connection with the Authorized Services. Participant will comply with all provisions in this Exhibit and the Referenced Agreement as well as the Authorized Channel Partner Insignia Standards published at http://www.agilent.com/secure/agilentbrand/ (Username: [*] Password: [*]), and all rules,

[*] Denotes information for which confidential treatment has been requested. Confidential portions omitted have been filed separately with the Securities & Exchange Commission.

standards or guidelines promulgated from time to time by Agilent for the display and use of the Insignia. Participant will at all times use the Insignia in good taste and will refrain from using it in a manner that would bring the Agilent Companies into disrepute. Participant will not use the Insignia in a manner that is likely to confuse consumers as to the nature or extent of its relationship with the Agilent Companies. This Exhibit does not authorize Participant to use any other Agilent Mark in connection with the Authorized Services. Participant will promptly report to Agilent any unauthorized use of Agilent Marks that comes to Participant’s attention. Participant will not incorporate the word AGILENT into its domain or business names. Any change or addition to the scope or duration of this Authorization must be in writing and must be signed by an authorized representative of Agilent.

4. QUALITY STANDARDS

Participant agrees to maintain at least the same level of quality for the Authorized Services as it maintained when the Participant qualified for the Program, and to comply with all standards set by the Agilent Companies from time to time for inclusion in the program (taken together, the “Quality Standards”). Participant understands that Agilent will from time to time evaluate the Authorized Services for compliance with the Quality Standards, including surveying Participant’s customers, and Participant agrees to cooperate with Agilent in any such evaluation. Any time that, in Agilent’s sole judgment and absolute discretion, the Authorized Services fail to meet the Quality Standards, Agilent may immediately terminate the Authorization.

5. TERMINATION

Agilent may terminate or suspend the foregoing Authorization (i) at will upon thirty (30) days prior written notice in the event Agilent suspends or changes the Program or (ii) immediately upon written notice to Participant if Participant fails to comply with any of the provisions of this Exhibit or any of the rules or standards promulgated by Agilent for the use of the Insignia. This Authorization will automatically terminate upon the termination of the Referenced Agreement. Upon any termination of the Authorization, Participant will immediately cease use of the Insignia. Without limiting the foregoing, Participant agrees to remove the Insignia from any and all products and materials in Participant’s possession or control, and to replace any products or materials that bear the Insignia that are still in the hands of any distributors or other resellers with products and materials that do not bear the Insignia. Participant agrees that any unauthorized use of the Insignia will cause irreparable harm to Agilent, for which damages would not be an adequate remedy, and agrees not to contest the entry of an immediate injunction should Participant engage in any such unauthorized use.

6. APPROVALS

Participant will, upon request by an Agilent Company, submit to the requesting party for its prior approval any and all proposed uses for the Insignia. Any failure by the Agilent Company to object to a particular use or omission by Participant will not be construed as a waiver of the right to object to or require changes in such use or omission in the future, nor will it be construed as an approval of such use or omission.

7. REGISTRATIONS

Participant will cooperate with Agilent in making or facilitating any governmental registrations or submissions that are necessary to protect the Insignia and Agilent’s ownership thereof, including, but not limited to, registration of Participant as a Registered User of the Insignia. Upon termination of this Exhibit, Participant will cooperate with Agilent in the revocation of any such registration.

8. LEGAL RELATIONSHIP

Participant’s relationship with the Agilent Companies will be that of an independent contractor. Neither party will have, nor represent that it has, any power, right or authority to bind the other party, or to assume or create any obligation or responsibility, express or

[*] Denotes information for which confidential treatment has been requested. Confidential portions omitted have been filed separately with the Securities & Exchange Commission.

implied on behalf of the other party. Nothing stated in this Exhibit will be construed as creating a legal partnership between Participant and the Agilent Companies, or as creating the relationship of employer and employee, master and servant or principal and agent between or among the parties.

9. COMMUNICATIONS WITH THIRD PARTIES

Participant understands that the term “partner” is often used to promote arms-length relationships between a hardware vendor and non- affiliated business entities such as VARs, OEMs and software suppliers. Participant will not suggest that the use of the term “partner” as part of the Insignia implies any actual legal partnership between Participant and Agilent or the Agilent Companies. Participant will not hold itself out to third parties as being in a legal partnership, sharing profits or losses, or sharing management responsibility with any Agilent Company.

[*] Denotes information for which confidential treatment has been requested. Confidential portions omitted have been filed separately with the Securities & Exchange Commission.

LSCA VALUE ADDED RESELLER COMPENSATION EXHIBIT AHA47

Exhibit E305

DISCOUNT SUMMARY TABLE

	COLUMN I	COLUMN II	COLUMN III	COLUMN IV
Volume Discount (Section 1)	[*]	[*]	[*]	[*]
Volume Performance Discount (Section 2)	[*]	[*]	[*]	[*]
TOTAL DISCOUNT PERCENTAGE	[*]	[*]	[*]	[*]

1. VOLUME BASED DISCOUNT

Eligible Products, including applicable standard options, will receive discounts in accordance with the following “Discount Percentage Schedule” at the Estimated Volume level established under this Exhibit. The discounts granted under this Exhibit are in lieu of and not in addition to any other discounts that might be available from Agilent with the exception of certain special promotions that may be offered from time to time.

DISCOUNT PERCENTAGE SCHEDULE

WORLDWIDE US DOLLAR NET			I	II	III	IV
100,000	-	499,999	[*]	[*]	[*]	[*]
500,000	-	999,999	[*]	[*]	[*]	[*]
1,000,000	-	1,999,999	[*]	[*]	[*]	[*]
2,000,000	-	3,999,999	[*]	[*]	[*]	[*]
4,000,000	-	6,499,999	[*]	[*]	[*]	[*]
6,500,000	-	UP	[*]	[*]	[*]	[*]

PRODUCTS SUBJECT TO DISCOUNT

Reseller is appointed for the following Products as defined by the solutions in the business plan:

GC and GC/MS hardware and software products to be used with the OI Analytical purge and trap and PID/ELCD products. OI Analytical to provide solutions for the environmental market.

COLUMN I	ALL PRODUCTS FROM PRODUCT LINES	AA   Proprietary Supplies 58     Analytical Supplies BC   LC Columns JW   GC Columns
COLUMN II	SELECTED PRODUCTS FROM PRODUCT LINES	AZ* Gas Chromatography systems and related Products CA* Emerging Markets Measurement Solutions BZ* Gas Chromatography/ Mass Spectroscopy Systems and Related Products

[*] Denotes information for which confidential treatment has been requested. Confidential portions omitted have been filed separately with the Securities & Exchange Commission.

COLUMN III	SELECTED PRODUCTS FROM PRODUCT LINES	29*  Liquid Chromatography and related Products MA  Spectroscopy and Particle Analysis 89*  LC Mass Spectrometers LI     Laboratory Informatics
COLUMN IV	PRODUCTS FROM PRODUCT LINES	8P    Replacement Parts

* Discounts also include all ChemStations associated with these Products

Notwithstanding the foregoing, Agilent reserves the right to determine which Products are eligible for discount.

PL29 PRODUCTS NOT ELIGIBLE FOR DISCOUNT

G1411A	Oracle client license
G4240A	HPLC-Chip MS Interface for use with Agilent MS

2. VOLUME PERFORMANCE DISCOUNT

Reseller will receive a Volume Performance Discount of [*] percent ([*]%) on all orders placed during the following six (6) month period for Products in Column II and III, if Reseller’s total net purchases of Agilent Products under this Agreement for the prior six (6) months equal or exceed one hundred percent (100%) of volume target specified in Table 1 below.

For new Resellers the Volume Performance Discount will commence only after the initial seven (7) months of the Agreement period. Reseller will not be eligible to receive Volume Performance discount unless a business plan has been agreed to between Reseller and Agilent. Should this Agreement be renewed, this section is also applicable during the first seven (7) months of the renewal period.

TABLE 1

NET SALES VOLUME TARGET*

January 1 through May 31– Agreement period	June 1 through December 31– Agreement period	Agreement period – Annual Volume Target
N/A	[*]	[*]

* If Reseller’s initial agreement period is less than 12 months the volume estimate will be prorated on the basis of 12 months.

3. DEMO DISCOUNT

Products purchased for demonstration and development purposes receive an additional discount of [*] percent ([*]%), subject to Section 7 in R200L.

[*] Denotes information for which confidential treatment has been requested. Confidential portions omitted have been filed separately with the Securities & Exchange Commission.

4. WARRANTY

The following warranty terms shall apply:

a) Reseller will receive an on-site warranty for Products beginning upon Reseller’s acceptance and ending either ninety (90) days thereafter or on the date that Reseller ships the Product(s) to the end-user, whichever occurs first. The end user warranty period for Products begins ninety (90) days after Reseller’s acceptance or the date the Product is received by the end-user, whichever occurs first.

b) Agilent reserves the right to change the warranty. Such changes will affect only new orders.

c) Reseller may provide more extensive warranties to end-users for certain Products only to the extent it receives Agilent’s prior approval and provided further that Reseller indemnifies Agilent against damages, liability or claims arising from Reseller’s breach of such warranties or associated warranty service.

d) End-users must provide proof of purchase to be eligible for Agilent warranty service.

WARRANTY TO END USERS

a) Product warranty terms are provided with the Product, on quotations, upon request or at http://www.agilent.com/go/warranty_terms. Each Product receives a global warranty which includes the standard warranty for the country of purchase.

b) Agilent warrants the Agilent hardware and consumables Products against defects in materials and workmanship and that the Product will conform to Specifications. Agilent warrants that Agilent owned standard Software substantially conforms to Specifications.

c) If Agilent receives notice of defects or non-conformance during the warranty period, Agilent will, at its option, repair or replace the affected Product. Reseller or end user will pay expenses for return of such Product(s). Agilent will pay expenses for shipment of repaired or replacement Product(s).

d) THE ABOVE WARRANTIES ARE EXCLUSIVE, AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. AGILENT SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

[*] Denotes information for which confidential treatment has been requested. Confidential portions omitted have been filed separately with the Securities & Exchange Commission.

Exhibit E306

S1

Value Added Resellers Business Plan LSCA Products

Company Name: OI Analytical

Agreement Number: TBD

1. Volume Estimation by Product Line

Product Lines

	Q1	Q2	Q3	Q4	1H	2H	CY
PL AZ – GC Products	[*]	[*]	[*]	[*]	[*]	[*]	[*]
Pl CA – Emerging Markets Measurement Solutions	[*]	[*]	[*]	[*]	[*]	[*]	[*]
PL BZ – GC/MS Products	[*]	[*]	[*]	[*]	[*]	[*]	[*]
PL 29 – LC Products	[*]	[*]	[*]	[*]	[*]	[*]	[*]
PL MA – Spectroscopy and Particle Analysis	[*]	[*]	[*]	[*]	[*]	[*]	[*]
PL 89 – LC Mass Spectrometers	[*]	[*]	[*]	[*]	[*]	[*]	[*]
PL LI – Laboratory Informatics	[*]	[*]	[*]	[*]	[*]	[*]	[*]
PLs AA, 58, JW and BC – Consumables and Columns	[*]	[*]	[*]	[*]	[*]	[*]	[*]
PL 8P – Replacement Parts	[*]	[*]	[*]	[*]	[*]	[*]	[*]
TOTAL	[*]	[*]	[*]	[*]	[*]	[*]	[*]

Note: The above Total amounts will serve as the basis for the calculation of the Volume Performance Discount.

2. Activities Planned to Qualify for Functional Discounts

A. Value added solutions

Please list all the proposed value added solutions based on Agilent Products you will offer (add lines as appropriate). These solutions will be the only Value Added Solutions for which discounts are available under this agreement. New solutions introduced during the Agreement period require Agilent approval to become eligible for the VAR discounts.

Solution 1:
Description:	Environmental system including the Agilent GC/MS and the OI Eclipse P&T System.
Agilent Products content:	7890, 5975C, and software

[*] Denotes information for which confidential treatment has been requested. Confidential portions omitted have been filed separately with the Securities & Exchange Commission.

Solution 2:
Description:	GC system including the Agilent GC and OI ELCD/PID detectors
Agilent Products content:	7890 and GC or GC/MS software

3. Sales and Service Coverage Release point for all regions is College Station, TX

Please define geographic area with abilities to provide on-site sales and service activities on regular basis under this Agreement. The geographic areas are subject to Agilent’s prior written approval.

Countries/Region	Number of Sales Personnel	Number of Service Personnel
North America and Latin America/AFO
Europe/EMEA
Asia/APFO

Demo capabilities:
Please provide details of demo facility planned demo inventory and demo specialists.	Demo facility includes a new 7890/5975C with capillary flow technology connected to an Eclipse P&T. There are other Agilent GC and GC/MS products in the production and R&D labs

3. Customer Database Management

Please indicate your willingness to share endues profiles with Agilent for improving effectiveness of marketing.

	Yes	No
Do you maintain customer profile database
Are you willing to share customer profiles with Agilent

4. Support Plan

The following services will be available to customers:

	Yes	No
Method development
Application assistance and troubleshooting
HW support
HW support online
SW support
SW support online

Other:

5. Marketing Plan

Indicate all the activities you plan to run independently from Agilent to promote your company and the products and marketing activities you will run for Agilent and with Agilent.

Customer seminars:

Telemarketing Activities planned:

[*] Denotes information for which confidential treatment has been requested. Confidential portions omitted have been filed separately with the Securities & Exchange Commission.

Promotional Activities:

Participation with Agilent:    Would you like to participate in Agilent Sales activities?

                Y/N

Which Agilent Sales Activities do you feel are most effective:

Reseller Signature:	/s/ J. Bruce Lancaster	Date: 5/28/08
Agilent Signature:	/s/ Rose Douglas	Date: 5/29/08

[*] Denotes information for which confidential treatment has been requested. Confidential portions omitted have been filed separately with the Securities & Exchange Commission.

EX-10.2

Exhibit 10.2

O.I. CORPORATION

EMPLOYEE STOCK PURCHASE PLAN

1. PURPOSE. This Employee Stock Purchase Plan (the “Plan”) is intended to encourage ownership of the common stock, par value $0.10 per share (the “Common Stock”), of O.I. Corporation (the “Company”) by eligible employees of the Company so that the employees may acquire or increase their proprietary interest in the Company. The Plan is intended to facilitate this objective (i) by providing a procedure for regular payroll deductions to allow for the purchase of shares of Common Stock on a quarterly basis and (ii) by allowing eligible employees to purchase such shares without payment of any brokerage fees or commissions. Subject to adjustment pursuant to Paragraph 10 hereof, 200,000 shares of Common Stock are authorized for distribution under this Plan.

2. ADMINISTRATION AND INTERPRETATION. The Plan shall be administered by a committee (the “Committee”) consisting of not less than three members of the Board of Directors of the Company (the “Board”) appointed by and serving at the pleasure of the Board. All members of the Committee shall be “disinterested persons” within the meaning of Rule 16b-3 of the General Rules and Regulations under the Securities Exchange Act of 1934. The Board may from time to time appoint members of the Committee in substitution for or in addition to members previously appointed and may fill vacancies, however caused, in the Committee. The Committee may prescribe, amend, and rescind rules and regulations for administration of the Plan and shall have full power and authority to construe and interpret the Plan, and any determination by the Committee under any provision of the Plan shall be final and conclusive for all purposes. A majority of the members of the Committee shall constitute a quorum and the acts of a majority of the members present at a meeting or the acts of a majority of the members evidenced in writing shall be the acts of the Committee. The Committee may correct any defect or any omission or reconcile any inconsistency in the Plan in the manner and to the extent it shall deem desirable. The day-to-day administration of the Plan may be carried out by such officers and employees of the Company as shall be designated from time to time by the Committee.

Neither the Committee nor the members thereof shall be liable for any act, omission, interpretation, construction, or determination made in connection with the Plan in good faith, and the members of the Committee shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage, or expense (including counsel fees) arising therefrom to the full extent permitted by law, the Company’s Articles of Incorporation and the Company’s Bylaws. The members of the Committee shall be named as insured parties under any directors and officers liability insurance coverage which may be in effect from time to time.

3. TERM OF THE PLAN. The Plan will become effective as of January 1, 1989, and will remain in effect until December 31, 2018 (except for completion of payroll deductions, return of excess deductions, and delivery of stock certificates) unless earlier terminated pursuant to Section 9 hereof or by action of the Board.

4. ELIGIBILITY. Any person who is a full-time employee of the Company is eligible to participate in the Plan. Part-time, temporary, contract, and seasonal workers are not eligible. A part-time employee is one whose customary employment is 20 hours or less per week. A temporary employee is one whose customary employment is not more than 5 months in any calendar year.

5. PARTICIPATION. Participation in the Plan is optional. An eligible employee may participate in the Plan with respect to any calendar quarter. Participation in the Plan in one calendar quarter does not require participation during any other calendar quarter. In order to participate in the Plan, an eligible employee must submit a subscription contract to purchase shares of Common Stock, on a form to be provided by the Committee, on or before the 15^th day of the month preceding the first calendar quarter of participation, provided that subscription contracts relating to the calendar quarter commencing January 1, 1989 may be submitted at any time on or before December 30, 1988. No subscription contract will be accepted from an employee who is not on the payroll on the 15^th day of the month preceding the first calendar quarter covered by such employee’s subscription contract. To participate in the Plan with respect to any calendar quarter, an employee must be an eligible employee on the first day of such quarter. An employee participating in the Plan may terminate his or her participation by giving written notice of such termination to the Committee on or prior to the 15^th day of the last month of any calendar quarter, and such termination will be effective as of the last day of such quarter. Any employee who terminates participation in the Plan may later participate in the Plan by following the procedure set forth above with respect to initial participation in the Plan.

6. PAYROLL DEDUCTIONS. Except as provided below in this Section 6, subscriptions will be payable by means of payroll deductions only, and no subscriber may satisfy his or her subscription by the payment of a lump sum of cash. Notwithstanding the foregoing, if a participant’s employment with the Company is terminated on or after the first day of any calendar quarter, such participant may continue to participate in the Plan with respect to such quarter if, and only if, such participant makes a cash payment in an amount equal to the difference between the amount of pay actually deducted from such participant’s pay for such quarter and the subscription amount for such quarter.

Each subscriber will authorize pursuant to a subscription contract, a deduction from his or her pay with respect to each calendar quarter in a dollar amount not to exceed 10% of such subscriber’s pay prior to deduction of withholdings, taxes, and any elective salary reduction amounts deducted pursuant to Section 401(k) or Section 125 of the Internal Revenue Code of 1986, as amended (“Gross Pay”) for the first calendar quarter covered by such subscription contract. Such dollar amount will be reduced from time to time, without any specific authorization from the participant, to the extent necessary to prevent the dollar amount deducted from such participant’s pay for any calendar quarter to exceed 10% of such participant’s Gross Pay for such quarter. A participant’s quarterly deduction amount will be deducted from the pay of such subscriber in equal installments for each of the payroll periods within each calendar quarter. A Participant may increase the dollar amount (up to 10% of such subscriber’s then current quarterly Gross Pay) or decrease the dollar amount of his or her subscription for any calendar quarter by giving written notice to the Administrative Committee on or prior to the 15^th day of the month preceding such calendar quarter, and such adjusted dollar amount will be deducted from the pay of such subscriber for each calendar quarter thereafter until such subscriber subsequently increases or decreases such dollar amount in the manner set forth above or such subscriber terminates his or her participation in the Plan in the manner set forth in Section 5 hereof.

All subscription amounts shall be held by the Plan in a segregated non-interest bearing account until applied as provided in Section 7 below.

7. PURCHASE AND DISTRIBUTION OF COMMON STOCK. The Company may satisfy the subscriptions to purchase Common Stock with respect to any calendar quarter

with shares of Common Stock issued by the Company or purchased on the open market or from third parties in privately negotiated purchases (or any combination of the foregoing). Any such purchases of Common Stock on the open market or from third parties in privately negotiated purchases with respect to a calendar quarter will be made by the Committee as nearly as possible to the last business day of such calendar quarter as the Committee, in its sole discretion, shall determine. Any commissions payable with respect to purchases of Common Stock on the open market or from third parties in privately negotiated transactions shall be paid by the Company from funds other than the subscription amounts received from the participants in the Plan. At the end of each calendar quarter, the Committee shall use any subscription amounts for such quarter which have not been used to purchase shares of Common Stock on the open market or from third parties in privately negotiated transactions to purchase shares of Common Stock from the Company. The Company shall issue and sell shares of Common Stock for such purpose at the Current Market Price (defined below). The aggregate number of shares of Common Stock which are purchased by the Plan on the open market, from third parties in privately negotiated transactions and from the Company with respect to any quarter shall be distributed to the employees participating in the Plan with respect to such quarter on a pro rata basis based on the dollar amount of the subscription of each participant for such quarter, except that, in the event such pro ration results in a fractional share being distributable with respect to any participant, such fractional share shall not be distributed with respect to such quarter but shall be distributed to such participant in any later quarter in which such fractional share, when added together with fractional shares otherwise distributable for other quarters, equals a whole share. In the event a participant in the Plan has credited to his account a fractional share at the time of the termination of his participation in the Plan, the Company shall pay such participant an amount in cash, in lieu of such fractional share, equal to the Current Market Price multiplied by the fraction represented by such fractional share. Certificates representing the shares of Common Stock being distributed with respect to any quarter will be delivered to the participants as soon as reasonably practicable following the end of such quarter.

As used herein, (i) “Current Market Price” of a share of Common Stock means the average of the closing price of the Company’s Common Stock as traded on the NASDAQ Stock Exchange for the last five days on which the NASDAQ is open for business during the fiscal quarter; (ii) “Closing Price” for any day means the last sales price on such day, regular way, or in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Common Stock is not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if the Common Stock is not listed or admitted to trading on any national securities exchange, the last quoted price on such day or, if not so quoted, the average of the high bid and low asked prices on such day in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, or, if on any such day the Common Stock is not quoted by any such organization, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in the Common Stock selected by the Committee, or, if on any such day no market maker is making a market in the Common Stock, the fair value of a share of Common Stock on such day as determined reasonably and in good faith by the Committee; and (iii) “Trading Day” means a day on which the principal national securities exchange on which the Common Stock is listed or admitted to trading is open for the transaction of business or, if the Common Stock is not listed or admitted to trading on any national securities exchange, a day on which banking institutions in New York City generally are open.

8. WITHHOLDING TAX. The Company will withhold from each subscriber’s paycheck an amount necessary to comply with the withholding requirements of the Internal Revenue Code of 1986, as amended from time to time.

9. TERMINATION UPON CERTAIN MERGERS OR CONSOLIDATIONS. In the event of the merger or consolidation of the Company with, or into, another corporation as a result of which the Company is not the surviving corporation, then the Plan will terminate as of the last day of the month preceding the month in which the Board of Directors of the Company approves the merger or consolidation. In the event such termination date is the last day of a calendar quarter, the provisions of Section 7 hereof shall apply in full force and effect with respect to such quarter. In the event such termination date is not the last day of a calendar quarter, all subscription amounts held by the Plan on behalf of participants shall be returned to the participants in accordance with their respective subscription contributions for the quarter in which such termination occurs.

10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Subject to any required action by the shareholders of the Company, the number of shares subject to a subscription agreement, and the price per share thereof, will be proportionately adjusted for any increase or decrease in the number of issued shares of Company Common Stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend or stock split or any other increase or decrease in the number of such shares affected without receipt of consideration by the Company.

11. PREEMPTION BY APPLICABLE LAWS AND REGULATIONS. Anything in the Plan or any agreement entered into pursuant to the Plan to the contrary notwithstanding, if, at any time specified herein or therein for the making of any determination or the making of any issuance or other distribution of Common Stock, any law, regulation, or requirement of any governmental authority having jurisdiction in the premises shall require either the Company or the employee (or the employee’s beneficiary), as the case may be, to take any action in connection with any such determination, issuance, or distribution, such determination, issuance, or distribution, as the case may be, shall be deferred until such action shall have been taken.

12. AMENDMENT. The Board of Directors of the Company may at any time amend the Plan, except that no amendment may make any change with respect to subscriptions for the then current calendar quarter if the change would adversely affect the rights of any participant. In addition, the Board will not, without shareholder approval, make any change that will materially increase the benefits accruing to participants under the Plan, materially increase the number of shares of Common Stock which may be distributed under the Plan or materially modify the requirements as to eligibility for a participation in the Plan.

13. MISCELLANEOUS

a. No Employment Contract. Nothing contained in the Plan shall be construed as conferring upon any employee the right to continue in the employ of the Company or any affiliate of the Company.

b. No Rights as Shareholder. An employee shall have no rights as a shareholder with respect to Common Stock covered by the employee’s subscription agreement until the date of the issuance of such Common Stock

to the employee pursuant thereto. No adjustment will be made for dividends or other distributions or rights for which the record date is prior to the date of such issuance.

c. No Right to Corporate Assets. Nothing contained in the Plan shall be construed as giving an employee, the employee’s beneficiaries, or any other person any equity or interest of any kind on any assets of the Company or an affiliate of the Company or creating a trust of any kind or a fiduciary relationship of any kind between the Company or an affiliate of the Company and any such person.

d. No Restriction on Corporation Action. Nothing contained in the Plan shall be construed to prevent the Company or any affiliate of the Company from taking any action that is deemed by the Company or such affiliate of the Company to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan. No employee, beneficiary, or other person shall have any claim against the Company or any affiliate of the Company as a result of any such action.

e. Non-assignability. Neither an employee nor an employee’s beneficiary shall have the power or right to sell, exchange, pledge, transfer, assign, or otherwise encumber or dispose of such employee’s or beneficiary’s interest arising under the Plan nor shall such interest be subject to seizure for the payment of any employee’s beneficiary’s debts, judgments, alimony or separate maintenance or be transferable by operation of law in the event of an employee’s or beneficiary’s bankruptcy or insolvency, and to the extent any such interest arising under the Plan is awarded to a spouse pursuant to any divorce proceeding, such interest shall be deemed to be terminated and forfeited notwithstanding any vesting provisions or other terms herein or in the agreement evidencing such award.

f. Application of Funds. The proceeds received by the Company from the sale of Common Stock pursuant to the Plan will be used for its general business purposes.

g. Governing Law; Construction. All rights and obligations under the Plan shall be governed by, and the Plan shall be construed in accordance with, the laws of the State of Texas without regard to the principles of conflicts of laws. Titles and headings to Sections herein are for purposes of reference only and shall in no way limit, define, or otherwise affect the meaning or interpretation of any provisions of the Plan.

14. MATCHING CONTRIBUTIONS. The Company shall include in the compensation of each participating employee, who has been a full-time employee of the Company for at least one year, an additional amount, equal to 15% of the amount contributed by each participating employee, through payroll deductions, which amount shall be applied for additional stock purchases through the Plan. Effective January 1, 2009, this matching contribution will increase to 25%.

EX-10.3

Exhibit 10.3

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into by and between J. Bruce Lancaster (“Executive”) and O.I. Corporation, an Oklahoma corporation (the “Company”), effective as of August 8, 2008.

WHEREAS, Executive and the Company are parties to that certain Employment Agreement dated June 25, 2007 (the “Agreement”);

WHEREAS, pursuant to Section 5.5 of the Agreement, Executive and the Company may amend the Agreement; and

WHEREAS, the Company and Executive now desire to amend the Agreement to clarify the effect on Executive of a Change in Control (as defined in the Agreement).

NOW, THEREFORE, for and in consideration of the premises and the mutual benefits to the parties arising out of this Amendment, the receipt and sufficiency of which are hereby acknowledged by the parties, the Company and Executive agree that the Agreement is amended hereby as follows:

1. Section 2.5.5 of the Agreement is deleted in its entirety and the following is substituted therefor:

“2.5.5 Effect of Change in Control. If, within one (1) month prior to or twelve (12) months following a Change in Control, Executive is terminated without Cause or resigns for Good Reason, then (i) the Company’s obligations under this Agreement shall immediately cease, and (ii) Executive shall be entitled to receive payment of the aggregate amount of the following as of the date of termination: (A) Executive’s Base Salary then in effect which has been earned but unpaid; (B) earned but unpaid bonus, and accrued, unused paid vacation; (C) vested benefits under any employee benefit plan then in effect and applicable to Executive; (D) any benefits to which Executive is entitled under law; and (E) any expenses which are reimbursable under this Agreement and incurred prior to the date of termination. In addition, Executive shall be entitled to receive severance benefits equivalent to twenty-four (24) months Base Salary then in effect, less applicable statutory deductions and withholdings and the Company shall continue to provide health benefits to Executive during such twenty-four (24) month period (“Change in Control Benefits”), provided that the Company’s obligation to pay, and Executive’s right to receive, Change in Control Benefits shall be conditioned upon Executive’s execution of a general release of and covenant not to sue the Company and related parties, and reaffirmation of Executive’s agreements not to disclose, use, or make

Amendment to Employment Agreement Page 1

available the Company’s trade secrets and confidential information, and shall cease in the event of Executive’s breach of his obligations under this Agreement and/or the EPPI.”

2. Except as set forth in this Amendment, all the terms and provisions of the Agreement shall continue in full force and effect.

3. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to conflicts of laws principles.

4. WITH RESPECT TO ANY SUIT, ACTION, OR OTHER PROCEEDING ARISING FROM OR RELATING TO THIS AGREEMENT, THE COMPANY AND EXECUTIVE HEREBY IRREVOCABLY AGREE TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS AND ANY TEXAS STATE COURT WITHIN BRAZOS COUNTY, TEXAS.

5. This Agreement may be executed in any number of counterparts and by facsimile, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

[Signature Page Follows]

Amendment to Employment Agreement Page 2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Employment Agreement to be executed on the date first written above.

“COMPANY”
O.I. CORPORATION
By:	/s/ Laura E. Samuelson
Name:	Laura E. Samuelson
Title:	Corporate Counsel & Corporate Secretary
Date:	August 8, 2008
“EXECUTIVE”
/s/ J. Bruce Lancaster
J. Bruce Lancaster
Date: August 8, 2008

EX-10.4

Exhibit 10.4

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into by and between Donald P. Segers (“Executive”) and O.I. Corporation, an Oklahoma corporation (the “Company”), effective as of August 8, 2008.

WHEREAS, Executive and the Company are parties to that certain Employment Agreement dated June 25, 2007 (the “Agreement”);

WHEREAS, pursuant to Section 5.5 of the Agreement, Executive and the Company may amend the Agreement; and

WHEREAS, the Company and Executive now desire to amend the Agreement to clarify the effect on Executive of a Change in Control (as defined in the Agreement).

NOW, THEREFORE, for and in consideration of the premises and the mutual benefits to the parties arising out of this Amendment, the receipt and sufficiency of which are hereby acknowledged by the parties, the Company and Executive agree that the Agreement is amended hereby as follows:

1. Section 2.5.5 of the Agreement is deleted in its entirety and the following is substituted therefor:

“2.5.5 Effect of Change in Control. If, within one (1) month prior to or twelve (12) months following a Change in Control, Executive is terminated without Cause or resigns for Good Reason, then (i) the Company’s obligations under this Agreement shall immediately cease, and (ii) Executive shall be entitled to receive payment of the aggregate amount of the following as of the date of termination: (A) Executive’s Base Salary then in effect which has been earned but unpaid; (B) earned but unpaid bonus, and accrued, unused paid vacation; (C) vested benefits under any employee benefit plan then in effect and applicable to Executive; (D) any benefits to which Executive is entitled under law; and (E) any expenses which are reimbursable under this Agreement and incurred prior to the date of termination. In addition, Executive shall be entitled to receive severance benefits equivalent to twenty-four (24) months Base Salary then in effect, less applicable statutory deductions and withholdings and the Company shall continue to provide health benefits to Executive during such twenty-four (24) month period (“Change in Control Benefits”), provided that the Company’s obligation to pay, and Executive’s right to receive, Change in Control Benefits shall be conditioned upon Executive’s execution of a general release of and covenant not to sue the Company and related parties, and reaffirmation of Executive’s agreements not to disclose, use, or make

Amendment to Employment Agreement Page 1

available the Company’s trade secrets and confidential information, and shall cease in the event of Executive’s breach of his obligations under this Agreement and/or the EPPI.”

2. Except as set forth in this Amendment, all the terms and provisions of the Agreement shall continue in full force and effect.

3. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to conflicts of laws principles.

4. WITH RESPECT TO ANY SUIT, ACTION, OR OTHER PROCEEDING ARISING FROM OR RELATING TO THIS AGREEMENT, THE COMPANY AND EXECUTIVE HEREBY IRREVOCABLY AGREE TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS AND ANY TEXAS STATE COURT WITHIN BRAZOS COUNTY, TEXAS.

5. This Agreement may be executed in any number of counterparts and by facsimile, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

[Signature Page Follows]

Amendment to Employment Agreement Page 2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Employment Agreement to be executed on the date first written above.

“COMPANY”
O.I. CORPORATION
By:	/s/ Laura E. Samuelson
Name:	Laura E. Samuelson
Title:	Corporate Counsel & Corporate Secretary
Date:	August 8, 2008
“EXECUTIVE”
/s/ Donald P. Segers
Donald P. Segers
Date: August 8, 2008

EX-31

Exhibit 31

CERTIFICATIONS

I, J. Bruce Lancaster, certify that:

1. I have reviewed this quarterly report on Form 10-Q of O.I. Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and I have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals.

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants’ internal control over financial reporting.

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2008	/s/ J. Bruce Lancaster
	J. Bruce Lancaster
	Chief Executive Officer and Chief Financial Officer
	(Principal Executive and Principal Financial Officer)

EX-32

Exhibit 32

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of O.I. Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, J. Bruce Lancaster, Chief Executive Officer/CFO certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ J. Bruce Lancaster
Name:	J. Bruce Lancaster
Title:	Chief Executive Officer and Principal Financial Officer
Date:	August 11, 2008

This certification is made solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and not for any other purpose.

A signed original of this written statement required by Section 906 has been provided to O.I. Corporation and will be retained by O.I. Corporation and furnished to the Securities and Exchange Commission or its staff upon request.