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in the Purchase Agreement on the date of the Purchase Agreement and on the
closing date, (b) performance in all material respects by Weatherford Enterra
of all obligations and compliance with all covenants and conditions in the
Purchase Agreement, (c) receipt of the Purchase Price, (d) execution and
delivery of instruments for the assumption of the Assumed Liabilities, and (e)
receipt of customary closing certificates and legal opinions.     
     
  The obligation of each of Weatherford Enterra and the Company to consummate
the Energy Industries Sale are conditioned upon: (a) receipt of all required
regulatory approvals, (b) no violation by the closing of the Energy Industries
Sale of any order of any court or other governmental authority, and (c) receipt
of approval of the Energy Industries Sale by the stockholders of the 
Company.     
     
  Indemnification. The Company has agreed to indemnify Weatherford Enterra and
its and its affiliates after the Closing Date, from and against each claim
paid, imposed or incurred by such persons: (a) resulting from any inaccuracy in
any representations or warranties of the Company under the Purchase Agreement
or any certificate delivered by the Company thereunder, (b) to the extent
caused by a breach of any covenant in the Purchase Agreement by the Company,
(c) which is a liability of the Company or Energy Industries other than an
Assumed Liability, (d) to the extent caused by any violation of any bulk sales
law or other similar state laws in respect of the transactions contemplated by
the Purchase Agreement, (e) with the exception of those matters governed by the
following clause (f), because of, resulting from or arising out of the
business, operations or assets of Energy Industries prior to the closing date
(excluding any Assumed Liabilities), or (f) to the extent caused by an
environmental claim or related liability which is caused by matters existing
prior to the closing date, subject to reduction to the extent the liability has
been exacerbated by Weatherford Enterra after the closing date or to the extent
Weatherford Enterra failed to use reasonable efforts to mitigate such liability
after the closing date, if Weatherford Enterra actually knew of such liability.
There is a $250,000 deductible, subject to exceptions in certain cases, and a
maximum aggregate liability of $4 million for claims described in clauses (a),
(b), (d), (e) and (f).     
     
  Weatherford Enterra has agreed to indemnify and hold harmless the Company and
its affiliates after the Closing Date from and against each claim paid, imposed
on or incurred by such persons: (a) resulting from any inaccuracy in any
representation or warranty of Weatherford Enterra under the Purchase Agreement
or any agreement or certificate delivered by Weatherford Enterra thereunder,
(b) to the extent caused by a breach of any covenant in the Purchase Agreement
by Weatherford Enterra, (c) which is an Assumed Liability, or (d) because of,
resulting from or arising out of the operation of the natural gas compression
business after the closing date. There is a $250,000 deductible, subject to
exceptions in certain cases, and a maximum aggregate liability of $4 million
for claims described in clauses (a), (b) and (d).     
 
  Non-Competition Covenant by the Company. In connection with the Energy
Industries Sale, the Company agreed, and the Purchase Agreement so provides,
that, except for certain immaterial exceptions, for a period of three years
after the closing date, the Company will not manage, operate or control, or be
connected or a principal, agent, representative, consultant, investor, owner,
partner, manager or joint venturer with, any business or enterprise engaged in
any aspect of the natural gas compression business.
     
  Termination. Even if the Energy Industries Sale Proposal is approved by the
Company's stockholders, the Purchase Agreement may be terminated by (a) mutual
written consent of the Company and Weatherford Enterra; (b) by Weatherford
Enterra if any of the conditions to Closing to be performed by the Company
shall not have been complied with or performed at the time required for such
compliance or performance; (c) by the Company if any of the conditions to
Closing to be performed by Weatherford Enterra shall not have been complied
with or performed at the time required for such compliance or performance; (d)
by Weatherford Enterra or the Company if the Closing Date shall not have
occurred on or before December 20, 1995 or such later date mutually agreed to
by the parties; and (e) by Weatherford Enterra or the Company if any court or
other governmental body shall have issued an order or taken any other action
prohibiting the transactions contemplated in the Purchase Agreement which has
become final and nonappealable.     
 
 
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