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of Directors, that the consideration to be received by the Company pursuant to
the Purchase Agreement was fair, from a financial point of view, to the
Company. See "--Fairness Opinion of Financial Advisor". In its review of the
Energy Industries Sale Proposal, the Board of Directors determined that the
Energy Industries Sale Proposal was expedient and fair to, and in the best
interests of the Company and its stockholders. See "--Recommendation of the
Company's Board of Directors". In light of the Company's overall strategic plan
of exiting the energy services business, the Board did not consider other
alternatives to the sale of Energy Industries such as its continuing operation,
growth of Energy Industries through potential acquisitions, or strategic
alliances or joint ventures of Energy Industries with other third parties.     
     
  At that Board meeting the Board of Directors approved the Energy Industries
Sale Proposal pursuant to the terms and conditions of the Purchase Agreement in
the form presented to the Board with such changes as might be approved by the
appropriate Company officers, and directed that the Energy Industries Sale
Proposal be submitted to stockholders of the Company for approval. All Board
members except one were present at the meeting and the vote to approve the
Energy Industries Sale Proposal at that meeting was unanimous. The Company and
Weatherford Enterra executed the Purchase Agreement on September 20, 1995.     
         
FAIRNESS OPINION OF FINANCIAL ADVISOR
     
  General. In connection with Schroder Wertheim's engagement as financial
advisor with respect to the Energy Industries Sale, Schroder Wertheim assisted
the Company in identifying, soliciting and evaluating proposals from potential
acquirers of Energy Industries. Pursuant to this engagement, Schroder Wertheim
was requested by the Company to render an opinion as to the fairness, from a
financial point of view, of the consideration to be received by the Company in
connection with the Energy Industries Sale. In connection with Schroder
Wertheim's engagement, the Company has agreed to pay Schroder Wertheim a
transaction fee of approximately $890,000, contingent upon and payable only
upon the closing of the Energy Industries Sale, and has also agreed to
reimburse Schroder Wertheim for reasonable expenses and to indemnify Schroder
Wertheim against certain liabilities, including liabilities under the federal
securities laws. Schroder Wertheim did not and will not receive a separate fee
for rendering its opinion.     
     
  Schroder Wertheim, as a customary part of its investment banking business, is
engaged in the valuation of businesses and their securities in connection with
mergers and acquisitions, negotiated underwritings, private placements and
valuations for estate, corporate and other purposes. Schroder Wertheim
regularly publishes research reports relating to the natural gas industry and
businesses and securities of publicly owned companies in that industry. In
selecting Schroder Wertheim, the Board of Directors took into account Schroder
Wertheim's expertise, reputation, and familiarity with the natural gas
industry. The Company had not engaged Schroder Wertheim to render services for
the Company prior to its engagement for the Envirodyne transaction. No
limitations were placed on Schroder Wertheim by the Board of Directors of the
Company with respect to the investigation made or the procedures or analyses
followed in preparing and rendering its opinion.     
   
  Schroder Wertheim is a full service securities firm and in the course of its
normal trading activities may from time to time effect transactions and hold
positions in securities of the Company and Weatherford Enterra. Schroder
Wertheim has also been engaged by the Company as financial advisor in
connection with the proposed sale of Cimarron for which Schroder Wertheim will
be entitled to a transaction fee equal to 1% of the aggregate consideration for
the sale of Cimarron up to $25 million and 1.5% of the aggregate consideration
greater than $25 million, contingent upon and payable only upon the closing of
that sale. Schroder Wertheim also rendered a fairness opinion to the Company in
connection with the Envirodyne transaction for which Schroder Wertheim received
a fee of $100,000. See "--Background of the Energy Industries Sale Proposal--
General" for a description of the Envirodyne transaction.     
 
  In connection with its opinion, Schroder Wertheim reviewed a draft of the
Purchase Agreement and the Glazer Letter. Schroder Wertheim also reviewed
certain historical, pro forma and projected financial
 
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