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TERMS OF THE ENERGY INDUSTRIES SALE
 
  General. The material terms and provisions of the Purchase Agreement are
summarized below. However, such description does not purport to be complete and
is qualified by reference to the Purchase Agreement, a copy of which is
attached hereto as Appendix A. Reference is made to the Purchase Agreement for
the complete terms and provisions thereof as well as for other provisions that
are not summarized below.
 
  Purchase Agreement. The Purchase Agreement provides for the sale of
substantially all of the assets of Energy Industries. Under the Purchase
Agreement, Weatherford Enterra will also assume the following liabilities of
Energy Industries (the "Assumed Liabilities"): (i) certain current liabilities
of Energy Industries set forth on its May 31, 1995 balance sheet which have not
been discharged prior to the closing date, (ii) certain current liabilities of
Energy Industries that have arisen in the ordinary course of Energy Industries'
Business, consistent with past practice, since May 31, 1995 which would be
described on a balance sheet prepared in accordance with generally accepted
accounting principles which have not been discharged prior to the closing date,
(iii) certain contracts, commitments and arrangements of Energy Industries, and
(iv) liabilities of Energy Industries with respect to warranty claims by
customers.
 
  Purchase Price. At the Closing, Weatherford Enterra will, subject to the
terms and conditions of the Purchase Agreement, purchase from the Company all
of the Assets and assume the Assumed Liabilities. The Purchase Price of $130
million is payable to the Company in immediately available funds on the Closing
Date, increased or decreased, as the case may be, by the amount that the net
asset value of Energy Industries on the Closing Date is greater than, or less
than, as the case may be, $106,623,968, the amount of Energy Industries' net
asset value, as agreed to by the parties, on May 31, 1995. Under the terms of
the Purchase Agreement, within 30 days after the Closing Date, Weatherford
Enterra will deliver to the Company its own calculation of the net asset value
of Energy Industries on the Closing Date and the Company must notify
Weatherford Enterra of its agreement or disagreement with such calculation. If
the parties cannot resolve any disagreement on the net asset value calculation,
then such calculation will be finally determined by two independent public
accounting firms chosen by the Company and Weatherford Enterra. Once the post-
closing reconciliation of the net asset value is determined, Weatherford
Enterra or the Company, as the case may be, must pay to the other within three
days such reconciliation amount. The Company does not expect that such net
asset value adjustment will materially vary the purchase price upward or
downward.
 
  Representations and Warranties. In the Purchase Agreement, the Company makes
representation and warranties regarding Energy Industries, including, without
limitation, representations and warranties regarding Energy Industries'
financial condition, liabilities, agreements, title to assets, litigation,
environmental matters and compliance with laws and regulations. The Company
considers such representations to be normal and customary in a transaction of
this type. Weatherford Enterra has also made certain normal and customary
representations and warranties to the Company in the Purchase Agreement.
 
  The representations and warranties set forth in the Purchase Agreement will,
subject to certain exceptions, terminate one year after the Closing Date.
 
  Conditions to Closing. The obligations of Weatherford Enterra to consummate
the Energy Industries Sale are conditioned upon the: (a) truth and correctness
in all material respects of all representations and warranties of the Company
made in the Purchase Agreement on the date of the Purchase Agreement and on the
closing date, (b) performance in all material respects by the Company of all
obligations and compliance with all covenants and conditions in the Purchase
Agreement, (c) delivery of proper instruments for the transfer of the Assets,
(d) receipt by Weatherford Enterra of evidence of required third party consents
(generally consisting of assignments to Weatherford Enterra of material
contracts by customers) and governmental authorizations, and (e) receipt of
customary closing certificates and legal opinions.
 
  The obligations of the Company to consummate the Energy Industries Sale are
conditioned upon the: (a) truth and correctness in all material respects of all
representations and warranties of Weatherford Enterra
 
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