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     The conversion ratios of any shares of the Company's $2 Preference Stock
and $100 Convertible Preference Stock ("$100 Preference Stock") shall be
correspondingly adjusted upon consummation of the Reverse Stock Split pursuant
to the Restated Certificate and the Certificate of Designations of the $100
Preference Stock ("Certificate of Designations").  Pursuant to the terms of the
Company's Amended and Restated 1981 Stock Incentive Plan, 1990 Stock Option Plan
and Special Incentive Plan, the total number of shares reserved for grants and
all options granted under these plans shall be proportionately reduced in
number.  The cash consideration payable per share upon exercise of the options
pursuant to these plans shall be proportionately increased.

RESERVATION OF COMMON STOCK FOR CONVERSION OF $100 PREFERENCE STOCK

     Pursuant to the Norex Agreement between the Company and Norex Drilling, the
Company is obligated to use its best efforts to obtain the approval of the
stockholders of the Company at the Company's Annual Meeting of Stockholders in
1994 of an increase in the authorized number of shares of the Company's Common
Stock.  These additional authorized shares would allow for the reservation of
shares of Common Stock to be issued upon the conversion of the $100 Preference
Stock into Common Stock pursuant to the terms of the Certificate of
Designations.  If the Reverse Stock Split is approved, the Company will have
enough excess authorized shares to reserve Common Stock for issuance pursuant to
this conversion and fulfill its obligation under the Norex Agreement.

     Under the Norex Agreement, Norex Drilling may convert up to $15 million of
the aggregate principal amount of the Senior Convertible Note, payable by the
Company to Norex Drilling, into 150,000 shares of $100 Preference Stock.  No
shares of the $100 Preference Stock are currently outstanding.  If the Reverse
Stock Split is approved, and in accordance with the Certificate of Designations,
each share of the $100 Preference Stock shall be convertible into 20 shares of
Common Stock.  The conversion of the $100 Preference Stock into Common Stock
shall occur automatically upon the issuance or transfer to a person or entity
which is not controlling, controlled by or under common control with Norex
America.

     If the Reverse Stock Split is approved, an additional 2,940,000 shares of
Common Stock will be reserved for issuance upon conversion of the $100
Preference Stock.  60,000 shares of Common Stock (on an as-adjusted basis after
the Reverse Stock Split) have already been reserved to accommodate the
conversion of the $100 Preference Stock.

AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION

     The Restated Certificate currently provides that the Company has the
authority to issue up to 185,000,000 shares, consisting of 165,000,000 shares of
Common Stock having a par value of $0.25 per share, 2,000,000 shares of
Preferred Stock, without par value, and 18,000,000 shares of Preference Stock
having a par value of $1 per share.  If the Reverse Stock Split is approved,
Article FOURTH of the Restated Certificate will be amended and the amendment
will be filed with the Secretary of State of the State of Delaware.  The
amendment, in the form to be filed, is set forth in Exhibit A attached to this
Proxy Statement.  The discussion of the Reverse Stock Split is qualified in its
entirety by reference to Exhibit A, which is incorporated herein by reference as
if fully set forth herein.

     If the Reverse Stock Split is approved, the total number of shares
outstanding of Common Stock held by each stockholder would be converted
automatically into a right to receive an amount of whole shares of new Common
Stock equal to the number of shares owned immediately prior to the Reverse Stock
Split divided by five.  No fractional shares would be issued, and no such
fractional share interest will entitle the holder thereof to vote, or to any
rights of a stockholder of the Company.  In lieu of any fractional share
interest, each holder of Common Stock who would otherwise be entitled to receive
a fractional share of Common Stock after the Reverse Stock Split will be paid
cash upon the surrender of certificates representing Common Stock held by such
holder in an amount equal to the product of such fraction multiplied by the
closing price of the Common Stock on the New York Stock Exchange on the first
trading date after the

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