<PAGE>   1

                                                                     EXHIBIT 2.1


         As permitted by Item 601(b)(2) of Regulation S-K, the Company has not
filed any schedules or exhibits with this Exhibit No. 2.1.  Listed below is a
brief description of the omitted schedules and exhibits.  The Company agrees to
furnish supplementally a copy of any of such omitted schedules and exhibits to
the Commission upon request.

EXHIBITS

A            Joint Plan of Reorganization

SCHEDULES

2.2(b)       Subsidiaries of Dailey
2.2(c)(ii)   Existing Option Plans
2.2(e)       Conflicts
2.2(f)       Liabilities
2.2(h)       Changes in the Conduct of Business
2.2(i)       Litigation
2.2(j)       Employee Benefit Plans
2.2(k)       Tax Returns
2.2(l)       Environmental Matters
2.2(m)       Severance Payments
2.2(n)       Brokers
2.2(p)       Contracts
2.2(q)(ii)   Compliance with Leases
2.2(r)       Insurance Policies
2.2(s)       Loans
3.2(e)       Exceptions
3.2(j)       Exceptions





<PAGE>   2
                              ACQUISITION AGREEMENT


                                  BY AND AMONG


                         WEATHERFORD INTERNATIONAL, INC.

                                       AND

                           DAILEY INTERNATIONAL INC.,
                          DAILEY ENERGY SERVICES, INC.,
                     DAILEY INTERNATIONAL SALES CORPORATION
                        COLOMBIA PETROLEUM SERVICES CORP.
                     INTERNATIONAL PETROLEUM SERVICES, INC.
               DAILEY ENVIRONMENTAL REMEDIATION TECHNOLOGIES, INC.
                        DAILEY WORLDWIDE SERVICES, CORP.
                        AIR DRILLING INTERNATIONAL, INC.
                                       AND
                           AIR DRILLING SERVICES, INC.





                                  MAY 21, 1999


<PAGE>   3




                                TABLE OF CONTENTS

<TABLE>


<S>                                                                                                              <C>
ARTICLE I          THE TRANSACTIONS...............................................................................1
         1.1       Closing Date...................................................................................1
         1.2       The Transactions...............................................................................2

ARTICLE II         REPRESENTATIONS AND WARRANTIES.................................................................2
         2.1       Representations and Warranties of Weatherford..................................................2
                                    (a)     Organization..........................................................2
                                    (b)     Authorization and Validity of Agreement
                                            and Issuance of Weatherford Shares....................................2
                                    (c)     Ownership of Dailey Notes.............................................3
                                    (d)     No Conflict...........................................................3
                                    (e)     Commission Filings....................................................3
                                    (f)     Disclosure Statement..................................................3
         2.2       Representations and Warranties of Dailey.......................................................4
                                    (a)     Organization..........................................................4
                                    (b)     Dailey Subsidiaries...................................................4
                                    (c)     Capitalization........................................................4
                                    (d)     Authorization and Validity of Agreement...............................5
                                    (e)     No Approvals or Notices Required; No Conflict
                                            with Instruments to which Dailey is a Party...........................5
                                    (f)     Commission Filings; Financial Statements..............................6
                                    (g)     Disclosure Statement..................................................7
                                    (h)     Conduct of Business in the Ordinary Course;
                                            Absence of Certain Changes and Events.................................7
                                    (i)     Litigation............................................................7
                                    (j)     Employee Benefit Plans................................................8
                                    (k)     Taxes................................................................10
                                    (l)     Environmental Matters................................................11
                                    (m)     Severance Payments...................................................12
                                    (n)     Brokers..............................................................12
                                    (o)     Compliance with Laws.................................................12
                                    (p)     Contracts............................................................12
                                    (q)     Title to Property....................................................13
                                    (r)     Insurance Policies...................................................14
                                    (s)     Loans................................................................14

ARTICLE III        COVENANTS OF DAILEY...........................................................................14
         3.1       Certain Covenants Concerning the Prospective Bankruptcy Cases.................................14
         3.2       Conduct of Business by Dailey Pending the Closing Date........................................15

ARTICLE IV         COVENANTS OF WEATHERFORD PRIOR TO THE EFFECTIVE TIME..........................................18
         4.1       Reservation of Weatherford Stock..............................................................18
         4.2       Stock Exchange Listing........................................................................18

ARTICLE V          ADDITIONAL AGREEMENTS.........................................................................18
         5.1       Filings; Consents; Reasonable Efforts.........................................................18
</TABLE>


                                       -i-

<PAGE>   4


<TABLE>


<S>                                                                                                             <C>
         5.2       Notification of Certain Matters...............................................................18
         5.3       Certain Fees and Expenses.....................................................................19

ARTICLE VI         CONDITIONS....................................................................................20
         6.1       Conditions to Obligations of Each Party.......................................................20
         6.2       Additional Conditions to Obligations of Weatherford...........................................20
         6.3       Additional Conditions to Obligations of Dailey................................................22

ARTICLE VII        GENERAL PROVISIONS............................................................................23
         7.1       Survival of Representations and Warranties....................................................23
         7.2       Public Statements.............................................................................23
         7.3       Assignment....................................................................................23
         7.4       Notices.......................................................................................23
         7.5       Governing Law.................................................................................24
         7.6       Severability..................................................................................24
         7.7       Counterparts..................................................................................24
         7.8       Headings......................................................................................24
         7.9       Confidentiality Agreements....................................................................24
         7.10      Entire Agreement: Third Party Beneficiaries...................................................24
         7.11      Waiver and Amendment..........................................................................24


EXHIBIT A - Joint Plan of Reorganization
</TABLE>


                                      -ii-

<PAGE>   5




                              ACQUISITION AGREEMENT

         THIS ACQUISITION AGREEMENT dated as of May 21, 1999 (this "Agreement"),
is made and entered into by and among Weatherford International, Inc., a
Delaware corporation ("Weatherford"), Dailey International Inc., a Delaware
corporation ("Dailey"), and the subsidiaries of Dailey set forth on the
signature pages hereof (the "Subsidiary Parties").

         WHEREAS, subject to and in accordance with the terms and conditions of
this Agreement, the respective Boards of Directors of Weatherford, Dailey, and
the Subsidiary Parties have approved an acquisition of Dailey by Weatherford
(the "Acquisition"), in connection with which (i) all of Dailey's outstanding
9 1/2% Senior Notes due 2008 (the "Dailey Notes") will be cancelled, and the
holders thereof (the "Dailey Noteholders") will receive in exchange shares of
the common stock, $1.00 par value per share, of Weatherford ("Weatherford Common
Stock"), having an aggregate market value of $185,000,000, (ii) all of the
issued and outstanding shares of Class A common stock, $0.01 par value per
share, of Dailey ("Dailey Class A Common Stock") and Class B Common Stock, $0.01
par value per share, of Dailey ("Dailey Class B Common Stock" and collectively
with the Dailey Class A Common Stock, the "Dailey Common Stock") will be
cancelled, and the holders thereof will receive in exchange shares of
Weatherford Common Stock having an aggregate market value of $10,000,000, and
(iii) Dailey shall issue 1,000 newly-issued shares of common stock of Dailey
(the "New Dailey Stock") to Weatherford, in each case as more fully described
herein (together with the other transactions contemplated by this Agreement, the
"Transactions");

         WHEREAS, Weatherford is a Dailey Noteholder;

         WHEREAS, following the execution of this Agreement by the parties
hereto, each of Dailey and the Subsidiary Parties will file a voluntary petition
for relief (the "Bankruptcy Cases") under Chapter 11 of the United States
Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court
for the District of Delaware (the "Bankruptcy Court"), together with a Joint
Plan of Reorganization in the form attached hereto as Exhibit A (the "Plan") and
to which this Agreement shall be an Exhibit and a Disclosure Statement (as
defined herein); and

         WHEREAS, the parties hereto desire to set forth certain
representations, warranties and covenants made by each to the other as an
inducement to the consummation of the Transactions;

         NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties and covenants herein contained, the parties hereto
hereby agree as follows:

                                    ARTICLE I

                                THE TRANSACTIONS

         1.1 CLOSING DATE. The closing of the Transactions (the "Closing") shall
take place at the offices of Andrews & Kurth L.L.P, Houston, Texas, as soon as
practicable after the confirmation of the Plan by the Bankruptcy Court and the
satisfaction or waiver of each of the conditions set forth in Article VI hereof
or at such other time and place and on such other date as Weatherford and Dailey
shall agree; provided that each of the closing conditions set forth in Article
VI hereof shall have been satisfied or waived at or prior to such time. The date
on which the Closing occurs is herein referred to as the "Closing Date."



                                       -1-

<PAGE>   6




         1.2 THE TRANSACTIONS. Subject to the terms and conditions of this
Agreement and consistent with the terms of the Plan, on the Closing Date:

                  (a)      (i) As more fully described in the Plan, holders of
                           allowed interests under the Plan, based upon
                           ownership of Dailey Common Stock, shall share pro
                           rata according to share ownership in the
                           Weatherford-Old DII Equity Consideration (as defined
                           in the Plan).

                           (ii) As more fully described in the Plan, holders of
                           allowed claims under the Plan, based upon ownership
                           of the Dailey Notes, shall share pro rata in the
                           Weatherford-Senior Note Holder Consideration (as
                           defined in the Plan).

                  (b)      Dailey shall issue to Weatherford 1,000 shares of New
                           Dailey Stock, whereupon Weatherford shall become the
                           sole stockholder of Dailey.

                  (c)      Any outstanding Dailey Options (as defined herein)
                           shall be canceled pursuant to the Plan, and all
                           Dailey Option Plans (as defined herein) shall
                           automatically be terminated.


                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

         2.1 REPRESENTATIONS AND WARRANTIES OF WEATHERFORD. Weatherford hereby
represents and warrants to Dailey and the Subsidiary Parties that:

                  (a) Organization. Weatherford is a corporation duly
         incorporated, validly existing and in good standing under the laws of
         the state of Delaware. Weatherford has all requisite corporate power
         and corporate authority to own, lease and operate all of its properties
         and assets and to carry on its business as now being conducted, except
         where the failure to be so organized, existing or in good standing
         would not have a material adverse effect on the financial condition of
         Weatherford and its subsidiaries, taken as a whole (a "Weatherford
         MAE"). Weatherford is duly qualified to do business, and is in good
         standing, in each jurisdiction in which the property owned, leased or
         operated by it or the nature of the business conducted by it makes such
         qualification necessary, except in such jurisdictions where the failure
         to be duly qualified would not have a Weatherford MAE. Weatherford has
         heretofore delivered to Dailey true and complete copies of
         Weatherford's Restated Certificate of Incorporation, as amended (the
         "Weatherford Certificate"), and Weatherford's bylaws as in existence on
         the date hereof.

                  (b) Authorization and Validity of Agreement and Issuance of
         Weatherford Shares. The execution and delivery by Weatherford of this
         Agreement and the consummation by Weatherford of the transactions
         contemplated hereby (including the issuance of shares of Weatherford's
         Common Stock in accordance with the terms of this Agreement and the
         Plan) have been duly authorized by all necessary corporate action. This
         Agreement has been duly executed and delivered by Weatherford and is
         the legal valid and binding obligation of Weatherford, enforceable
         against Weatherford in accordance with its terms, subject to the
         approval of the Bankruptcy Court. Upon issuance of the


                                       -2-

<PAGE>   7




         shares of Weatherford Common Stock to be issued pursuant to the terms
         of this Agreement and the Plan, such shares shall be validly issued,
         fully paid and non-assessable.

                  (c) Ownership of Dailey Notes. Weatherford has, and on the
         Closing Date will have, good and valid title to at least $60,550,000
         aggregate principal amount of Dailey Notes, free and clear of all liens
         and encumbrances.

                  (d) No Conflict. The execution and delivery of this Agreement
         does not, and the consummation of the Transactions will not, conflict
         with, or result in any violation of, or default (with or without notice
         or lapse of time, or both) under, or give rise to a right of
         termination, cancellation or acceleration of or "put" right with
         respect to any obligation or to loss of a material benefit under, or
         result in the creation of any lien or encumbrance upon any of the
         properties or assets of Weatherford under, any provision of (i) the
         Weatherford Certificate or bylaws of Weatherford, (ii) any loan or
         credit agreement, note, bond, mortgage, indenture, lease, guaranty or
         other financial assurance agreement or other agreement, instrument,
         permit, concession, franchise or license applicable to Weatherford, and
         (iii) subject to governmental filing and other matters referred to in
         the following sentence, any judgment, order, decree, statute, law,
         ordinance, rule or regulation or arbitration award applicable to
         Weatherford, other than, in the case of clause (ii), any such
         conflicts, violations, defaults, rights or liens or encumbrances that
         individually or in the aggregate would not have a Weatherford MAE. No
         consent, approval, order or authorization of, or registration,
         declaration or filing with, any court, administrative agency or
         commission or other governmental authority or agency, domestic or
         foreign, including local authorities (a "Governmental Entity"), is
         required by or with respect to Weatherford in connection with the
         execution and delivery of this Agreement by Weatherford or the
         consummation by Weatherford of the Transactions, except for (i) the
         approval of the Plan by the Bankruptcy Court, (ii) the filing of a
         pre-merger notification and report form by Weatherford under the HSR
         Act, and (iii) such other consents, approvals, orders, authorizations,
         registrations, declarations, filings and notices as are set forth in
         Schedule 2.1(d).

                  (e) Commission Filings. Weatherford has filed all reports and
         documents required to filed with the Securities and Exchange Commission
         (the "Commission") since December 31, 1997. All reports, registration
         statements and other filings (including all notes, exhibits and
         schedules thereto and documents incorporated by reference therein)
         filed by Weatherford with the Commission since December 31, 1997,
         through the date of this Agreement, together with any amendments
         thereto, are sometimes collectively referred to as the "Weatherford
         Commission Filings." As of the respective dates of their filing with
         the Commission or, if any such Weatherford Commission Filings were
         amended, as of the date of the filing of such amendment, the
         Weatherford Commission Filings complied, and as of the Closing Date
         will comply, in all material respects with the applicable requirements
         of the Securities Act of 1933 (the "Securities Act") or the Securities
         Exchange Act of 1934 (the "Exchange Act"), as the case may be, and the
         applicable rules and regulations of the Commission thereunder, and did
         not and will not contain any untrue statement of a material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements made therein, in light of the
         circumstances under which they were made, not misleading.

                  (f) Disclosure Statement. The information provided by
         Weatherford in writing expressly for inclusion in the Disclosure
         Statement (as defined herein) will not contain an untrue statement of a
         material fact or omit to state a material fact necessary to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading.


                                       -3-

<PAGE>   8




         2.2 REPRESENTATIONS AND WARRANTIES OF DAILEY. Dailey and the Subsidiary
Parties hereby jointly and severally represent and warrant to Weatherford that:

                  (a) Organization. Dailey is a corporation duly organized,
         validly existing and in good standing under the laws of the state of
         Delaware. Dailey has all requisite corporate power and corporate
         authority and all necessary governmental authorizations to own, lease
         and operate all of its properties and assets and to carry on its
         business as now being conducted, except where the failure to be so
         organized, existing or in good standing or to have such governmental
         authority would not (i) have a material adverse effect on the assets,
         properties, business, operations, or condition (financial or otherwise)
         of Dailey and the Dailey Subsidiaries (as defined below), taken as a
         whole or (ii) prevent or materially adversely affect the ability of
         Dailey to perform and comply with its obligations under this Agreement,
         or any other agreement to be executed and delivered in connection with
         the Transactions (a "Dailey MAE"). Dailey is duly qualified as a
         foreign corporation to transact business, and is in good standing, in
         each jurisdiction in which the property owned, leased or operated by it
         or the nature of the business conducted by it makes such qualification
         necessary, except in such jurisdictions where the failure to be duly
         qualified does not and would not have a Dailey MAE. Dailey is in
         compliance with all applicable laws, judgments, orders, rules and
         regulations, domestic and foreign, except where failure to be in such
         compliance would not have a Dailey MAE. Dailey has heretofore delivered
         to Weatherford true and complete copies of Dailey's Certificate of
         Incorporation (the "Dailey Certificate") and bylaws, as in existence on
         the date hereof.

                  (b) Dailey Subsidiaries. Schedule 2.2(b) sets forth a list of
         all corporations, partnerships, limited liability companies and other
         entities of which Dailey owns, directly or indirectly, an equity
         interest (such entities referred to herein as the "Dailey
         Subsidiaries"). The Dailey Subsidiaries are duly organized, validly
         existing and in good standing under the laws of their respective
         jurisdictions of organization and have the requisite power and
         authority (as a corporation, partnership, limited liability company or
         otherwise) to carry on their respective businesses as they are now
         being conducted and to own, operate and lease the assets they now own,
         operate or hold under lease, except where the failure to be so
         organized, existing or in good standing would not have a Dailey MAE.
         The Dailey Subsidiaries are duly qualified to transact business and are
         in good standing in each jurisdiction in which the nature of their
         respective businesses or the ownership or leasing of their respective
         properties makes such qualification necessary, other than in such
         jurisdictions where the failure to be so qualified or in good standing
         would not have a Dailey MAE. All the outstanding shares of capital
         stock or other ownership interests of the Dailey Subsidiaries have been
         duly authorized and validly issued and are fully paid and
         non-assessable and were not issued in violation of any preemptive
         rights or other preferential rights of subscription or purchase of any
         person. All such stock and ownership interests are owned of record and
         beneficially by Dailey or by an Dailey Subsidiary, free and clear of
         all liens, pledges, security interests, charges, claims, rights of
         third parties and other encumbrances of any kind or nature. Dailey has
         heretofore delivered to Weatherford true and complete copies of each
         respective Dailey Subsidiary's organizational documents, as in
         existence on the date hereof.

                  (c) Capitalization.

                           (i) The authorized capital stock of Dailey consists
                  of 20,000,000 shares of Dailey Class A Common Stock,
                  10,000,000 shares of Dailey Class B Common Stock, and
                  5,000,000 shares of preferred stock, $0.01 par value per share
                  ("Dailey Preferred Stock"). As of the date of this Agreement,
                  there were 5,129,004 shares of Dailey Class A Common Stock
                  issued and outstanding, 5,000,000 shares of Dailey Class B
                  Common Stock issued and


                                       -4-

<PAGE>   9




                  outstanding and 574,651 shares of Dailey Common Stock were
                  held as treasury shares. There are no outstanding shares of
                  Dailey Preferred Stock. A total of 976,031 shares of Dailey
                  Common Stock have been reserved for issuance pursuant to the
                  stock options and warrants described in Section 2.2(c)(ii).
                  All issued and outstanding shares of Dailey Common Stock are
                  validly issued, fully paid and nonassessable, were not issued
                  in violation of any preemptive rights or other preferential
                  rights of subscription or purchase of any person, and no
                  holder thereof is entitled to preemptive rights. Dailey is not
                  a party to, and is not aware of, (i) any voting agreement,
                  voting trust or similar agreement or arrangement relating to
                  any class or series of its capital stock, or (ii) except for
                  agreements that are filed (or incorporated by reference) as
                  exhibits to Dailey's Annual Report on Form 10-K for the year
                  ended December 31, 1998 (the "1998 10-K"), any agreement or
                  arrangement providing for registration rights with respect to
                  any capital stock or other securities of Dailey.

                           (ii) Schedule 2.2(c)(ii) sets forth a list of all
                  existing plans pursuant to which options to purchase shares of
                  Dailey Common Stock may be issued (the "Dailey Option Plans").
                  Each unexpired and unexercised option to purchase shares of
                  Dailey Common Stock (the "Dailey Options") granted under each
                  Dailey Option Plan or otherwise that has an exercise price of
                  less than $3.75 is identified on Schedule 2.2(c)(ii). Other
                  than as set forth in this Section 2.2(c) or in Schedule
                  2.2(c)(ii), there are not now and at the Effective Time there
                  will not be any (A) shares of capital stock or other equity
                  securities of Dailey outstanding other than Dailey Common
                  Stock issued pursuant to the exercise of the Dailey Options or
                  (B) outstanding options (other than the Dailey Options),
                  warrants, scrip, rights to subscribe for, calls or commitments
                  of any character whatsoever relating to, or securities or
                  rights convertible into or exchangeable for, shares of any
                  class of capital stock of Dailey, or contracts, understandings
                  or arrangements to which Dailey is a party, or by which it is
                  or may be bound, to issue additional shares of its capital
                  stock (other than the issuance of the New Dailey Stock
                  pursuant to this Agreement and the Plan) or options, warrants,
                  scrip or rights to subscribe for, or securities or rights
                  convertible into or exchangeable for, any additional shares of
                  its capital stock.

                  (d) Authorization and Validity of Agreement. Dailey and each
         Subsidiary Party has all requisite corporate power and authority to
         enter into this Agreement, the Plan, the Technology Transfer Agreement,
         dated as of May 18, 1999, among Dailey, Weatherford, Robert A. Evans
         and Evans Engineering & Manufacturing Inc. (the "Technology
         Agreement"), and the other agreements and instruments contemplated to
         be executed and delivered by it in connection with the Transactions
         (collectively with the Technology Agreement, the "Other Agreements")
         and to perform its respective obligations hereunder and thereunder,
         subject only to the confirmation of the Plan by the Bankruptcy Court.
         The execution and delivery by Dailey and each Subsidiary Party of this
         Agreement and any of the Other Agreements to which it is a party and
         the consummation by it of the Transactions have been duly authorized by
         all necessary corporate action. This Agreement has been duly executed
         and delivered by Dailey and each Subsidiary Party and is the valid and
         binding obligation of Dailey and each Subsidiary Party enforceable
         against it in accordance with its terms. The Other Agreements, when
         executed and delivered by Dailey and each Subsidiary Party, will
         constitute valid and binding obligations of Dailey and each Subsidiary
         Party, enforceable against it in accordance with their respective
         terms.

                  (e) No Approvals or Notices Required; No Conflict with
         Instruments to which Dailey is a Party. The execution and delivery of
         this Agreement and the Other Agreements do not, and the

                                      -5-

<PAGE>   10




         consummation of the Transactions and compliance with the provisions
         hereof and thereof will not, conflict with, or result in any violation
         of, or default (with or without notice or lapse of time, or both)
         under, or give rise to a right of termination, cancellation or
         acceleration of or "put" right with respect to any obligation or to
         loss of a material benefit under, or result in the creation of any lien
         or encumbrance upon any of the properties or assets of Dailey or any of
         the Dailey Subsidiaries under, any provision of (i) the Dailey
         Certificate or bylaws of Dailey or any of the Dailey Subsidiaries, (ii)
         except as set forth in Schedule 2.2(e), any loan or credit agreement,
         note, bond, mortgage, indenture, lease, guaranty or other financial
         assurance agreement or other agreement, instrument, permit, concession,
         franchise or license applicable to Dailey or any of the Dailey
         Subsidiaries or any of their respective properties or assets, and (iii)
         subject to governmental filing and other matters referred to in the
         following sentence, any judgment, order, decree, statute, law,
         ordinance, rule or regulation or arbitration award applicable to Dailey
         or any of the Dailey Subsidiaries or their respective properties or
         assets, other than (A), in the case of clause (ii), any such conflicts,
         violations, defaults, rights or liens or encumbrances that individually
         or in the aggregate would not have a Dailey MAE and (B) conflicts or
         defaults arising solely out of the filing of the Bankruptcy Cases. No
         consent, approval, order or authorization of, or registration,
         declaration or filing with, any Governmental Entity is required by or
         with respect to Dailey or any of the Dailey Subsidiaries in connection
         with the execution and delivery of this Agreement by Dailey or the
         consummation by Dailey of the Transactions, except for (i) confirmation
         of the Plan by the Bankruptcy Court, (ii) the filing of a pre-merger
         notification and report form by Dailey under the HSR Act and (iii) such
         other consents, approvals, orders, authorizations, registrations,
         declarations, filings and notices as are set forth in Schedule 2.2(e).

                  (f) Commission Filings; Financial Statements. Dailey has filed
         all reports, registration statements and other filings, together with
         any amendments required to be made with respect thereto, that it has
         been required to file with the Commission. All reports, registration
         statements and other filings (including all notes, exhibits and
         schedules thereto and documents incorporated by reference therein)
         filed by Dailey with the Commission since August 31, 1996, through the
         date of this Agreement, together with any amendments thereto, are
         sometimes collectively referred to as the "Dailey Commission Filings."
         Dailey has heretofore delivered to Weatherford copies of the Dailey
         Commission Filings. As of the respective dates of their filing with the
         Commission or, if any such Dailey Commission Filings were amended, as
         of the date of the filing of such amendment, the Dailey Commission
         Filings complied, and as of the Closing Date will comply, in all
         material respects with the Securities Act or the Exchange Act, as the
         case may be, and the rules and regulations of the Commission
         thereunder, and did not and will not contain any untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements made therein, in light of
         the circumstances under which they were made, not misleading. All
         documents required to be filed as exhibits to Dailey Commission Filings
         pursuant to the Exchange Act and the Securities Act and the rules and
         regulations thereunder have been so filed.

                  Each of the consolidated financial statements (including any
         related notes or schedules) included in the Dailey Commission Filings
         (i) was prepared in accordance with generally accepted accounting
         principles applied on a consistent basis (except as may be noted
         therein or in the notes or schedules thereto) and (ii) except for
         non-compliance that would not have a Dailey MAE, complied with the
         rules and regulations of the Commission. Such consolidated financial
         statements included in the Dailey Commission Filings fairly present the
         consolidated financial position of Dailey as of the dates thereof and
         the results of operations, cash flows and changes in stockholders'
         equity for the periods then ended (subject, in the case of the
         unaudited interim financial statements, to the exclusion


                                       -6-

<PAGE>   11



         of normal year-end audit adjustments and footnote disclosures). As of
         the date hereof, Dailey has no liabilities, absolute or contingent,
         that may reasonably be expected to have a Dailey MAE, that are not
         reflected in the Dailey Commission Filings, except (i) those incurred
         in the ordinary course of business consistent with past operations and
         not relating to the borrowing of money (ii) those set forth in Schedule
         2.2(f) or (iii) those identified in Dailey's draft Form 10-Q (printer's
         edgarized proof, as of May 18, 1999, at 4:16 a.m.) for the three months
         ended March 31, 1999, which has been previously provided to Weatherford
         (the "Draft 10-Q").

                  (g) Disclosure Statement. The disclosure statement to be filed
         by Dailey and the Subsidiary Parties with the Bankruptcy Court pursuant
         to Section 1125 of the Bankruptcy Code and in accordance with Section
         3.1(a) hereof, is herein called the "Disclosure Statement." The
         Disclosure Statement will not, as of the date as of which it speaks,
         contain an untrue statement of a material fact or omit to state a
         material fact required to make the statements therein, in light of the
         circumstances under which they are made, not misleading and will
         describe accurately in all material respects the business and
         operations of Dailey and the Dailey Subsidiaries and the provisions of
         the Plan and this Agreement and will, as of the date of mailing of the
         Bankruptcy Court-approved Disclosure Statement and other ballot
         materials to the creditors and shareholders of Dailey, contain
         "adequate information" (as defined in Section 1125(a)(1) of the
         Bankruptcy Code) with respect to the Plan, Dailey and the Subsidiary
         Parties and will describe accurately in all material respects the
         provisions of the Plan and this Agreement.

                  (h) Conduct of Business in the Ordinary Course; Absence of
         Certain Changes and Events. Since December 31, 1998, except as
         contemplated by this Agreement or as disclosed in the Dailey Commission
         Filings or the Draft 10-Q or set forth in Schedule 2.2(h), Dailey and
         the Dailey Subsidiaries have conducted their respective businesses only
         in the ordinary and usual course in accordance with past practice, and
         there has not been: (i) a Dailey MAE; (ii) to the knowledge of Dailey,
         any other condition, event or development that reasonably may be
         expected to result in a Dailey MAE; (iii) any change by Dailey in its
         accounting methods, principles or practices; (iv) any revaluation by
         Dailey of any of its assets, including, without limitation, writing
         down the value of inventory or writing off notes or accounts receivable
         other than in the ordinary course of business and consistent with past
         practice; (v) any entry by Dailey into any commitment or transaction
         that would be material to Dailey; (vi) any declaration, setting aside
         or payment of any dividends or distributions in respect of the Dailey
         Common Stock or any redemption, purchase or other acquisition of any of
         its securities; (vii) any damage, destruction or loss (whether or not
         covered by insurance) materially adversely affecting the properties or
         business of Dailey; (viii) any increase in indebtedness of borrowed
         money other than borrowing under existing credit facilities, the amount
         of which is disclosed in Schedule 2.2(h); (ix) any granting of a
         security interest or lien or encumbrance on any property or assets of
         Dailey, other than (A) liens or encumbrances for taxes not due and
         payable and (B) inchoate mechanics', warehousemen's and other statutory
         liens or encumbrances incurred in the ordinary course of business; or
         (x) any increase in or establishment of any bonus, insurance,
         severance, deferred compensation, pension, retirement, profit sharing,
         stock option (including, without limitation, the granting of stock
         options, stock appreciation rights, performance awards or restricted
         stock awards), stock purchase or other employee benefit plan or any
         other increase in the compensation payable or to become payable to any
         directors, officers or key employees of Dailey or the Dailey
         Subsidiaries or for which Dailey or any of the Dailey Subsidiaries
         would be responsible.

                  (i) Litigation. Except as disclosed in the Dailey Commission
         Filings or the Draft 10-Q or as set forth in Schedule 2.2(i), there are
         no claims, actions, suits, investigations, inquiries or

                                       -7-

<PAGE>   12




         proceedings (collectively, "Demands"), pending or, to the knowledge of
         Dailey, threatened against Dailey or any of the Dailey Subsidiaries or
         any of their respective properties at law or in equity, or any of their
         employee benefit plans or fiduciaries of such plans, before or by any
         Governmental Entity, wherever located (i) that exist today or (ii) that
         would otherwise, if adversely determined, have a Dailey MAE. Neither
         Dailey nor any of the Dailey Subsidiaries are subject to any judicial,
         governmental or administrative order, writ, judgment, injunction or
         decree.

                  (j)      Employee Benefit Plans.

                           (i) Schedule 2.2(j) provides a description of each of
                  the following that is sponsored, maintained or contributed to
                  by, or to which there is any liability (secondary, contingent
                  or otherwise) of, Dailey, any Dailey Subsidiary or any
                  corporation, trade, business or entity under common control
                  with Dailey or any Dailey Subsidiary within the meaning of
                  Section 414(b),(c),(m) or (o) of the Internal Revenue Code of
                  1986, as amended (the "Code"), or Section 4001 of the Employee
                  Retirement Income Security Act of 1974, as amended ("ERISA")
                  (a "Dailey ERISA Affiliate"), for the benefit of its employees
                  (or former employees) or directors (or former directors), or
                  has been so sponsored, maintained or contributed to within
                  three years prior to the Closing Date:

                                    (A) each "employee benefit plan" (each a
                           "Benefit Plan"), as such term is defined in Section
                           3(3) of ERISA; and

                                    (B) each stock option plan, collective
                           bargaining agreement, bonus plan or arrangement,
                           incentive award plan or arrangement, vacation policy,
                           severance pay plan or other arrangement, policy or
                           agreement, deferred compensation agreement or
                           arrangement, executive compensation or supplemental
                           income arrangement, consulting agreement, employment
                           agreement and each other employee benefit plan,
                           agreement, arrangement, program, practice or
                           understanding that is not described in Section
                           2.2(j)(i)(A) ("Benefit Program or Agreement").

                  True and complete copies of each of the Benefit Plans and
                  Benefit Programs or Agreements, related trusts, if applicable,
                  and all amendments thereto, together with (i) the Forms 5500,
                  as applicable, for the three most recent plan years, (ii) all
                  current summary plan descriptions for each such Benefit Plan,
                  and (iii) the most recent Internal Revenue Service
                  determination letters for each such Benefit Plan, as
                  applicable, and all correspondence with the Internal Revenue
                  Service and the Department of Labor within the past thirty-six
                  months relating to such Benefit Plans, Benefit Programs and
                  Agreements have been furnished to Weatherford.

                           (ii) Except as otherwise set forth in Schedule
                  2.2(j),

                                    (A) None of the Benefit Plans are subject to
                           Title IV of ERISA or Section 412 of the Code; no plan
                           is a multiemployer plan within the meaning of Section
                           3(37) of ERISA; each Benefit Plan is a single
                           employer plan; and no Benefit Plan has engaged in any
                           transaction described in Sections 406 and 407 of
                           ERISA (unless exempt under Section 408) or Section
                           4975 of the Code (unless exempt), which in the
                           aggregate would have a Dailey MAE;


                                       -8-

<PAGE>   13





                                    (B) Each Benefit Plan and each Benefit
                           Program or Agreement has been administered,
                           maintained and operated in all material respects in
                           accordance with the terms thereof and in compliance
                           with its governing documents and applicable law
                           (including, where applicable, ERISA and the Code and
                           timely filing of Form 5500's for each year);

                                    (C) There is no matter pending with respect
                           to any of the Benefit Plans before any governmental
                           agency, and there are no actions, suits or claims
                           pending (other than routine claims for benefits) or,
                           to the knowledge of Dailey, threatened against, or
                           with respect to, any of the Benefit Plans or Benefit
                           Programs or Agreements or its assets;

                                    (D) No act, omission or transaction has
                           occurred which would result in imposition on Dailey
                           or any Dailey ERISA Affiliate of breach of fiduciary
                           duty liability damages under Section 409 of ERISA, a
                           civil penalty assessed pursuant to subsections (c),
                           (i) or (l) of Section 502 of ERISA or a tax imposed
                           pursuant to Chapter 43 of Subtitle D of the Code,
                           which in the aggregate would have a Dailey MAE;

                                    (E) The execution and delivery of this
                           Agreement and the consummation of the transactions
                           contemplated hereby will not require Dailey or any
                           Dailey ERISA Affiliate to make a larger contribution
                           to, or pay greater benefits under, any Benefit Plan
                           or Benefit Program or Agreement than it otherwise
                           would or create or give rise to any additional vested
                           rights or service credits under any Benefit Plan or
                           Benefit Program or Agreement or cause the companies
                           to make accelerated payments; and

                                    (F) Each Benefit Plan intended to be a
                           "qualified plan" under Section 401(a) of the Code is
                           so qualified.

                           (iii) Except as set forth in Schedule 2.2(j),
                  termination of employment of any employee of Dailey or any
                  Dailey Sub immediately after consummation of the Transactions
                  would not result in payments under the Benefit Plans or
                  Benefit Programs or Agreements which, in the aggregate, would
                  result in imposition of the sanctions imposed under Sections
                  280G and 4999 of the Code.


                           (iv) Each Benefit Plan may be unilaterally amended or
                  terminated in its entirety without liability except as to
                  benefits accrued thereunder prior to such amendment or
                  termination.

                           (v) Except as set forth in Schedule 2.2(j), none of
                  the employees of Dailey or any Dailey Sub are subject to union
                  or collective bargaining agreements.

                           (vi) None of Dailey or any of the Dailey ERISA
                  Affiliates has agreed or is obligated to provide retiree
                  medical coverage, other than COBRA-required coverage, and each
                  of such companies has fully complied with all obligations
                  under COBRA applicable to it.


                                       -9-

<PAGE>   14




                  (k) Taxes. Except as set forth in Schedule 2.2(k),

                           (i) all returns and reports, including, without
                  limitation, information and withholding returns and reports
                  ("Tax Returns"), of or relating to any foreign, federal, state
                  or local tax, assessment or other governmental charge ("Taxes"
                  or a "Tax") that are required to be filed on or before the
                  Closing Date by or with respect to Dailey or any Dailey
                  Subsidiary, have been or will be duly and timely filed, all
                  such Tax Returns are or will be true, correct and complete in
                  all material respects, and all Taxes, including interest and
                  penalties, due and payable whether or not shown on any such
                  Tax Return have been or will be duly and timely paid or
                  adequately provided for in reserves established by Dailey in
                  its consolidated financial statements or any such Dailey
                  Subsidiary, except where the failure to file Tax Returns or to
                  pay or provide for Taxes would not result in a Dailey MAE;

                           (ii) the charges, accruals and reserves for Taxes
                  with respect to Dailey and the Dailey Subsidiaries reflected
                  in the consolidated financial statements included in the
                  Dailey Commission Filings have been prepared in accordance
                  with generally accepted accounting principles and are
                  sufficient to cover the payment of all material Taxes,
                  including any penalties or interest thereon and whether or not
                  assessed or disputed, that are, or are hereafter found to be,
                  or to have been, due with respect to the operations of Dailey
                  or any Dailey Subsidiary through the periods covered thereby
                  and Dailey and any Dailey Subsidiary has (and as of the
                  Closing Date will have) made all estimated tax payments
                  required with respect to Taxes for Tax Returns not yet due;

                           (iii) there is no action, suit, proceeding, audit or
                  claim now proposed or pending against or with respect to
                  Dailey or any Dailey Subsidiary in respect to any Taxes, and
                  no material assessment, deficiency or adjustment has been
                  asserted or proposed with respect to any Tax Return of or with
                  respect to Dailey or any Dailey Subsidiary that has not been
                  adequately provided for in reserves established by Dailey or
                  such Dailey Subsidiary;

                           (iv) no waiver or extension of any statute of
                  limitations or the period of assessment or collection of any
                  Taxes relating to any federal, state, local or foreign Tax
                  matter has been given by or requested from Dailey or any
                  Dailey Subsidiary and no power of attorney with respect to any
                  such Taxes has been filed or entered into with any
                  Governmental Authority, in either case that will be
                  outstanding as of the Effective Time and the time for filing
                  any Tax Return relating to Dailey has not been extended to a
                  date later than the date of this Agreement;

                           (v) except for statutory liens or encumbrances for
                  current Taxes not yet delinquent, no liens or encumbrances for
                  Taxes exist upon the assets of Dailey or any Dailey
                  Subsidiary;

                           (vi) none of Dailey or any Dailey Subsidiary is a
                  party to or bound by or has an obligation under any written
                  Tax separation, sharing or similar agreement or arrangement;

                           (vii) at the time of the spin-off of MacLaw Holdings,
                  Inc. by Lawrence Administrative Services, Inc. and at the time
                  of the acquisition of Lawrence Administrative Services, Inc.
                  by Dailey, there was no plan or intention to acquire directly
                  or indirectly stock

                                      -10-

<PAGE>   15



                  representing a 50 percent or greater interest in MacLaw
                  Holdings, Inc. or Dailey within the meaning of Section 355(e)
                  of the Code.

                  (l) Environmental Matters. Except as set forth in Schedule
         2.2(l), (i) the properties, operations and activities of Dailey and
         each of the Dailey Subsidiaries comply in all material respects with
         all applicable Environmental Laws; (ii) assuming no change in permitted
         activities and timely notification of change of ownership, all the
         material environmental permits of Dailey are transferable; (iii) none
         of Dailey or any of the Dailey Subsidiaries is subject to any existing,
         pending or, to the knowledge of Dailey, threatened action, suit,
         investigation, inquiry, removal, remediation or corrective action
         requirements, citation, outstanding administrative order, judicial
         decree or proceeding by or before any governmental authority under any
         Environmental Law; (iv) except where the failure would not have a
         Dailey MAE, all notices, permits, licenses, or similar authorizations,
         if any, required to be obtained or filed by Dailey under any
         Environmental Law in connection with any aspect of the business of
         Dailey or any Dailey Subsidiary, including without limitation those
         relating to the treatment, storage, disposal or release of a hazardous
         substance or solid waste, have been duly obtained or filed and will
         remain valid and in effect after the Closing Date, and Dailey and each
         Dailey Subsidiary is in compliance with the terms and conditions of all
         such notices, permits, licenses and similar authorizations; (v) Dailey
         and each of the Dailey Subsidiaries has satisfied and is currently in
         compliance with all financial responsibility requirements applicable to
         its operations and imposed by any governmental authority under any
         other Environmental Law, and none of such parties has received any
         notice of noncompliance with any such requirements; (vi) there are no
         physical or environmental conditions existing on any property currently
         owned, leased or operated or previously owned, leased or operated by
         Dailey or any entity in which it has or had ownership interest that
         could reasonably be expected to give rise to any on-site or off-site
         remedial obligations under any Environmental Laws; and (vii) to
         Dailey's knowledge, since the effective date of the relevant
         requirements of applicable Environmental Laws, all hazardous substances
         or solid wastes generated by Dailey or any Dailey Subsidiary or used in
         connection with their properties or operations have been transported
         only by carriers authorized under Environmental Laws to transport such
         substances and wastes, and disposed of only at treatment, storage, and
         disposal facilities authorized under environmental laws to treat, store
         or dispose of such substances and wastes, and, to the knowledge of
         Dailey, such carriers and facilities have been and are operating in
         compliance with such authorizations and are not the subject of any
         existing, pending, or threatened action, investigation, inquiry, or
         corrective action measures by any governmental authority in connection
         with any Environmental Laws.


                  For purposes of this Agreement, the term "Environmental Laws"
         shall mean any and all laws, statutes, ordinances, rules, regulations,
         orders or determinations of any Governmental Authority pertaining to
         health or the environment currently in effect in any and all
         jurisdictions in which the party in question and its subsidiaries own
         property or conduct business, including without limitation, the Clean
         Air Act, as amended, the Comprehensive Environmental, Response,
         Compensation, and Liability Act of 1980, as amended ("CERCLA"), the
         Federal Water Pollution Control Act, as amended, the Occupational
         Safety and Health Act of 1970, as amended, the Resource Conservation
         and Recovery Act of 1976, as amended ("RCRA"), the Safe Drinking Water
         Act, as amended, the Toxic Substances Control Act, as amended, the
         Hazardous & Solid Waste Amendments Act of 1984, as amended, the
         Superfund Amendments and Reauthorization Act of 1986, as amended, the
         Hazardous Materials Transportation Act, as amended, the Oil Pollution
         Act of 1990 ("OPA"), any state laws pertaining to the handling of oil
         and gas exploration and production wastes or the use, maintenance, and
         closure of pits and impoundments, and all other environmental
         conservation or protection laws. For purposes of this Agreement, the
         terms "hazardous substance" and "release" have

                                      -11-

<PAGE>   16



         the meanings specified in CERCLA and shall also include PCBs, asbestos,
         crude oil and refined products; provided, however, that to the extent
         the laws of the state in which the property is located establish a
         meaning for "hazardous substance," "release," "solid waste" or
         "disposal" that is broader than that specified in CERCLA, such broader
         meaning shall apply. For purposes of this Agreement, the term
         "Governmental Authority" includes the United States, any foreign
         jurisdiction, the state, county, city and political subdivisions in
         which the party in question owns or leases property or conducts
         business, and any agency, department, commission, board, bureau or
         instrumentality of any of them.

                  (m) Severance Payments. Except as set forth in Schedule
         2.2(m), neither Dailey nor any of the Dailey Subsidiaries will have any
         liability or obligation to pay a severance payment or similar
         obligation to any of their respective employees, officers or directors
         as a result of the Transactions, nor will any of such persons be
         entitled to an increase in severance payments or other benefits as a
         result of the Transactions in the event of the subsequent termination
         of their employment.

                  (n) Brokers. Except as set forth in Schedule 2.2(n), no
         broker, investment banker, or other Person acting on behalf of Dailey
         is or will be entitled to any broker's, finder's or other similar fee
         or commission in connection with the Transactions.

                  (o) Compliance with Laws. Dailey and each of the Dailey
         Subsidiaries hold all required, necessary or applicable permits,
         licenses, variances, exemptions, orders, franchises and approvals of
         all Governmental Entities, except where the failure to so hold could
         not reasonably be expected to have a Dailey MAE (the "Dailey Permits").
         All applications with respect to such Dailey Permits, were complete and
         correct in all material respects when made and Dailey does not know of
         any reason why any of such permits, licenses, variances, exemptions,
         orders, franchises and approvals would be subject to cancellation.
         Dailey and each of the Dailey Subsidiaries are in compliance with the
         terms of the Dailey Permits except where the failure to so comply could
         not reasonably be expected to have a Dailey MAE. None of Dailey or any
         of the Dailey Subsidiaries has violated or failed to comply with any
         statute, law, ordinance, regulation, rule, permit or order of any
         Federal, state or local government, domestic or foreign, or any
         Governmental Entity, any arbitration award or any judgment, decree or
         order of any court or other Governmental Entity, applicable to Dailey
         or any of the Dailey Subsidiaries or their respective business, assets
         or operations, except for violations and failures to comply that would
         not have a Dailey MAE.

                  (p) Contracts.

                           (i) Schedule 2.2(p) contains a complete list of the
                  following contracts, agreements, arrangements and commitments:
                  (A) all employment or consulting contracts or agreements to
                  which Dailey or any of the Dailey Subsidiaries is
                  contractually obligated; (B) current leases, sales contracts
                  and other agreements with respect to any real property of
                  Dailey or any of the Dailey Subsidiaries or to which Dailey or
                  any of the Dailey Subsidiaries is contractually obligated and
                  current leases, sales contracts or other agreements with
                  respect to personal property of Dailey or any of the Dailey
                  Subsidiaries or to which Dailey or any of the Dailey
                  Subsidiaries is contractually obligated, in each case having
                  (1) a remaining term of greater than one year or (2) total
                  payments that may be required of Dailey or the Dailey
                  Subsidiaries exceeding $50,000; (C) contracts or commitments
                  for capital expenditures or acquisitions in excess of $500,000
                  to which Dailey or any of the Dailey Subsidiaries is
                  obligated; (D) agreements, contracts, indentures or other
                  instruments relating to the borrowing

                                      -12-

<PAGE>   17




                  of money, or the guarantee of any obligation for the borrowing
                  of money, to which Dailey or any of the Dailey Subsidiaries is
                  a party or any of their respective properties is bound; (E)
                  contracts or agreements or amendments thereto that would be
                  required to be filed as an exhibit to an Annual Report on Form
                  10-K filed by Dailey as of the date hereof that has not been
                  filed as an exhibit to Dailey's Annual Report on Form 10-K for
                  the fiscal year ended December 31, 1998, filed by Dailey with
                  the Commission or any report filed with the Commission under
                  the Exchange Act since such date; (F) all material
                  indemnification and guaranty or other similar obligations
                  (other than those obligations which occur in the ordinary
                  course of business) to which Dailey or any of the Dailey
                  Subsidiaries is bound; (G) any outstanding bonds, letters of
                  credit posted or guaranteed by Dailey or any of the Dailey
                  Subsidiaries with respect to any Person, other than those that
                  do not exceed $500,000 in the aggregate (H) any covenants not
                  to compete or other obligations affecting Dailey or any Dailey
                  Subsidiary that would materially restrict any of them or their
                  affiliates from engaging in any business or activity; and (I)
                  contracts under which Dailey or any Dailey Subsidiary has
                  received any material advance, "take-or-pay" or other similar
                  payments and that entitle purchasers to receive deliveries
                  without paying at such time the contract price therefor.

                           (ii) True and correct copies of all the instruments
                  described in Schedule 2.2(p) have been furnished or made
                  available to Weatherford. Except as noted in Schedule 2.2(p),
                  all such agreements, arrangements or commitments are valid and
                  subsisting and each of Dailey and the Dailey Subsidiaries, to
                  the extent each is a party, has duly performed its obligations
                  thereunder in all material respects to the extent such
                  obligations have accrued, and no breach or default exists
                  thereunder by Dailey or the Dailey Subsidiaries or, to the
                  knowledge of Dailey, any other party thereto. There are no
                  material liabilities of any of the parties to any of the
                  contracts between Dailey or any of the Dailey Subsidiaries and
                  third parties arising from any breach of or default in any
                  provision thereof, other than such breaches that, individually
                  or in the aggregate, could not reasonably be expected to have
                  a Dailey MAE, or that would permit the acceleration of any
                  obligation of any party thereto or the creation of a lien or
                  encumbrance upon any asset of Dailey or any of the Dailey
                  Subsidiaries.


                           (iii) The Subsidiary Parties are the only Dailey
                  Subsidiaries that have guaranteed the Dailey Notes or are
                  required to do so pursuant to the indenture for the Dailey
                  Notes.

                  (q) Title to Property.

                           (i) Dailey and each of the Dailey Subsidiaries have
                  good and indefeasible title to, or valid leasehold interests
                  in, all of their properties and assets including all real
                  property and all other properties (tangible or intangible,
                  real or personal) carried on their books as an asset or used
                  exclusively by them in their business.

                           (ii) Except as set forth in Schedule 2.2(q)(ii),
                  Dailey and each of the Dailey Subsidiaries has complied in all
                  material respects with the terms of all leases to which it is
                  a party and under which it is in occupancy, and all such
                  leases are in full force and effect. Dailey and each of the
                  Dailey Subsidiaries enjoys peaceful and undisturbed possession
                  under all such leases.


                                      -13-

<PAGE>   18




                  (r) Insurance Policies. Schedule 2.2(r) contains a correct and
         complete description of all insurance policies of Dailey covering
         Dailey and the Dailey Subsidiaries, any employees or other agents of
         Dailey and the Dailey Subsidiaries or any assets of Dailey and the
         Dailey Subsidiaries. Each such policy is in full force and effect, is
         with responsible insurance carriers and is substantially equivalent in
         coverage and amount to policies covering companies of the size of
         Dailey and in the business in which Dailey and the Dailey Subsidiaries
         is engaged, in light of the risk to which such companies and their
         employees, businesses, properties and other assets may be exposed. All
         retroactive premium adjustments under any worker's compensation policy
         of Dailey or any of the Dailey Subsidiaries have been recorded in
         Dailey's financial statements in accordance with generally accepted
         accounting principles and are reflected in the financial statements
         contained in the Dailey Commission Filings.

                  (s) Loans. Schedule 2.2(s) sets forth all existing loans,
         advances or other extensions of credit (excluding accounts receivable
         arising in the ordinary course of business) by Dailey or the Dailey
         Subsidiaries to any party, including intercompany loans, advances,
         guaranties or extensions of credit.

                  (t) Voting Requirements. Dailey has taken all action to assure
         that no state takeover statute or similar statute or regulation,
         including, without limitation Section 203 of the Delaware General
         Corporation Law, shall apply to the Transactions or to Weatherford.
         Dailey has also taken such other action with respect to any other
         anti-takeover provisions in its by-laws or Certificate of Incorporation
         to the extent necessary to consummate the Transactions on the terms set
         forth in this Agreement.

                                   ARTICLE III

                               COVENANTS OF DAILEY

         3.1 CERTAIN COVENANTS CONCERNING THE PROSPECTIVE BANKRUPTCY CASES.

                  (a) On or before June 1, 1999, each of Dailey and the
         Subsidiary Parties shall file the Bankruptcy Cases, together with the
         Plan substantially in the form attached as Exhibit A hereto and to
         which this Agreement shall be an Exhibit and the Disclosure Statement,
         with the Bankruptcy Court pursuant to Chapter 11 of the United States
         Bankruptcy Code (the "Bankruptcy Code"). Weatherford and its counsel
         shall be given reasonable opportunity to review and comment upon drafts
         of the Disclosure Statement before its filing.

                  (b) Dailey and the Subsidiary Parties shall seek Bankruptcy
         Court approval of the Disclosure Statement as expeditiously as
         permitted by the Bankruptcy Code, the Federal Rules of Bankruptcy
         Procedure and the local rules, if any, of the Bankruptcy Court.

                  (c) Subject to their fiduciary obligations as debtors in
         possession in the Bankruptcy Cases, Dailey and the Subsidiary Parties
         shall exercise all reasonable efforts diligently and in good faith to
         cause the Plan to be confirmed by the Bankruptcy Court as promptly as
         practicable and in substantially the form of Exhibit A hereto. Dailey
         shall not amend or permit the Plan to be amended without the prior
         written consent of Weatherford and, upon the reasonable request of
         Weatherford, shall promptly file with the Bankruptcy Court all such
         amendments to the Plan, the Disclosure


                                      -14-

<PAGE>   19



         Statement or any exhibit to either as are necessary in order to give
         effect to the provisions of this Agreement. Subject to confirmation of
         the Plan, Dailey and the Dailey Subsidiaries shall take all action not
         inconsistent with the provisions of this Agreement that is necessary or
         appropriate in order to effect the consummation of the Plan and the
         Transactions.

                  (d) Neither Dailey nor any Dailey Subsidiaries shall have
         filed any motion or other pleading, or otherwise shall have brought any
         action or proceeding, challenging or objecting to the Dailey Note
         Claims of the holders of the Dailey Notes that are signatories to that
         certain agreement among such signatories and Dailey and the Subsidiary
         Parties (each a "Consenting Noteholder" and collectively, the
         "Consenting Noteholders") or otherwise seeking any recovery from, or
         injunctive relief against, a Consenting Noteholder (other than with
         respect to any alleged or actual breach by a Consenting Noteholder of
         the terms of this Agreement);

         3.2 CONDUCT OF BUSINESS BY DAILEY PENDING THE CLOSING DATE. Dailey
covenants and agrees that, from the date of this Agreement until the Closing
Date, unless Weatherford shall otherwise agree in writing or as otherwise
expressly and specifically contemplated by this Agreement or expressly and
specifically permitted in the Plan:

                  (a) The business of Dailey and the Dailey Subsidiaries shall
         be conducted only in, and Dailey and the Dailey Subsidiaries shall not
         take any action except in, the ordinary course of business and
         consistent with past practice;

                  (b) Dailey and the Dailey Subsidiaries shall not, except as
         contemplated hereby or by the Plan, directly or indirectly do any of
         the following: (i) issue, sell, pledge, dispose of or
         encumber any capital stock or grant or issue any right to acquire any
         capital stock; (ii) split, combine or reclassify any outstanding
         capital stock, or declare, set aside or pay any dividend payable in
         cash, stock, property or otherwise with respect to its capital stock
         whether now or hereafter outstanding; (iii) redeem, purchase or acquire
         or offer to acquire any of its capital stock or outstanding
         indebtedness; (iv) acquire, agree to acquire or make any offer to
         acquire for cash or other consideration, any equity interest in or
         assets of any corporation, partnership, joint venture or other entity;
         or (v) enter into any contract, agreement, commitment or arrangement
         with respect to any of the matters set forth in this Section 3.2(b);

                  (c) Dailey and the Dailey Subsidiaries shall not enter into
         any contract regarding its business having a term greater than 120 days
         or involving an amount in excess of $500,000 nor commit to do the same;
         provided, however, that Weatherford shall not unreasonably withhold any
         consent sought by Dailey or any of the Dailey Subsidiaries with respect
         to this covenant;

                  (d) Dailey and the Dailey Subsidiaries shall not become bound
         by any agreement or obligation in an amount in excess of $500,000 in
         the aggregate for all such agreements and obligations; provided,
         however, that Weatherford shall not unreasonably withhold any consent
         sought by Dailey or any of the Dailey Subsidiaries with respect to this
         covenant;

                  (e) Neither Dailey nor any of the Dailey Subsidiaries shall
         (i) increase the compensation payable or to become payable to its
         officers or employees, except for increases in compensation of
         non-officer employees in accordance with past practices in salaries or
         wages of employees of Dailey or any of the Dailey Subsidiaries who are
         not officers of Dailey or any of the Dailey Subsidiaries, (ii) grant
         any severance or termination pay to any director, officer or other
         employee of Dailey or any

                                      -15-

<PAGE>   20




         of the Dailey Subsidiaries, (iii) enter into or amend any employment or
         severance agreement with any director, officer or other employee of
         Dailey or any of the Dailey Subsidiaries or (iv) establish, adopt,
         enter into, extend, or, except as set forth on Schedule 3.2(e), amend
         or terminate any collective bargaining, bonus, profit sharing, thrift,
         compensation, stock option, restricted stock, pension, retirement,
         deferred compensation, employment, termination, severance or other
         agreement, trust, fund, policy or arrangement for the benefit of any
         director, officer or employee;

                  (f) Neither Dailey nor any of the Dailey Subsidiaries shall
         enter into any collective bargaining agreement or any agreement to
         change or modify any existing collective bargaining agreement, except
         for such changes or modifications as may be required by law;

                  (g) Neither Dailey nor any of the Dailey Subsidiaries shall
         merge or consolidate with any corporation or business entity, acquire
         control or acquire any capital shares of other securities of any other
         corporation or business entity, or take any steps incident to or in
         furtherance of any such actions, whether by entering into an agreement
         providing therefor or otherwise;

                  (h) Neither Dailey nor any of the Dailey Subsidiaries shall
         enter, or agree to enter, into any contract or agreement (i) granting
         any rights of first refusal or similar preferential rights to purchase
         any assets or rights of Dailey or any of the Dailey Subsidiaries, other
         than in the ordinary course of business with respect to non-material
         assets or rights, (ii) requiring the consent of any party to the
         consummation of any of the transactions contemplated by this Agreement
         or the Plan, or (iii) that if effective on the date hereof would be
         required to be identified as a disclosure pursuant to Schedule 2.2(p);

                  (i) Neither Dailey nor any of the Dailey Subsidiaries shall
         sell, lease, mortgage, pledge, grant a lien or encumbrance on or
         otherwise encumber or otherwise dispose of any of Dailey's or the
         Dailey Subsidiaries' properties or assets, except sales of inventory
         and rental of equipment in the ordinary course of business consistent
         with past practice, or cancel any material liabilities owed to it, or
         agree to do any of the foregoing;

                  (j) Except as disclosed in Schedule 3.2(j), neither Dailey nor
         any of the Dailey Subsidiaries shall, directly or indirectly, incur any
         indebtedness for borrowed money or guarantee any such indebtedness of
         another person, issue or sell any debt securities or warrants or other
         rights to acquire any debt securities of Dailey or any of the Dailey
         Subsidiaries, guarantee any debt securities of another person (other
         than endorsements of drafts, checks and notes in the ordinary course of
         business), enter into any "keep well" or other agreement to maintain
         any financial statement condition of another person or enter into any
         arrangement having the economic effect of any of the foregoing or make
         or permit to remain outstanding any loans, advances or capital
         contributions to, or investments in, any other person, other than to
         Dailey or any Subsidiary Party;

                  (k) Neither Dailey nor any of the Dailey Subsidiaries shall
         make any election relating to Taxes or settle or compromise any
         material federal, state, local or foreign income tax liability;

                  (l) Neither Dailey nor any of the Dailey Subsidiaries shall
         change any accounting principle or practices used by it except as
         required by generally accepted accounting principles;

                  (m) Dailey shall use its reasonable efforts to (i) preserve
         intact the business organization of Dailey and the Dailey Subsidiaries,
         (ii) maintain in effect any material authorizations or similar

                                      -16-

<PAGE>   21




         rights of Dailey and the Dailey Subsidiaries, (iii) preserve the
         goodwill of those having material business relationships with Dailey
         and the Dailey Subsidiaries; (iv) maintain and keep each of Dailey's
         and the Dailey Subsidiaries' properties in the same repair and
         condition as presently exists, except for deterioration due to ordinary
         wear and tear and damage due to casualty; and (v) maintain in full
         force and effect insurance comparable in amount and scope of coverage
         to that currently maintained by it;

                  (n) Dailey shall, and shall cause the Dailey Subsidiaries to,
         perform their respective obligations under any contracts and agreements
         to which it is a party or to which any of its assets is subject, except
         to the extent such failure to perform would not have a Dailey MAE;

                  (o) Neither Dailey nor any of the Dailey Subsidiaries shall
         (i) settle any unsecured claims in the Bankruptcy Cases without
         Weatherford's prior written consent or (ii) reject any executory
         contracts with respect to which the damages resulting from such
         rejection would exceed $50,000;

                  (p) Upon Weatherford's written request, Dailey and the
         Subsidiary Parties shall file and prosecute claims and objections in
         the Bankruptcy Cases;

                  (q) Neither Dailey nor any of the Dailey Subsidiaries shall
         amend or otherwise change its Certificate of Incorporation or bylaws or
         equivalent organizational documents;

                  (r) Neither Dailey nor any of the Dailey Subsidiaries shall
         take any action that would prevent or impede any party to this
         Agreement from obtaining any consent or approval the receipt of which
         is a condition to the consummation of the Plan;

                  (s) Neither Dailey nor any of the Dailey Subsidiaries shall
         enter into any agreement or arrangement that would limit or otherwise
         restrict Dailey or any of the Dailey Subsidiaries or any successor
         thereto or, after consummation of the Plan, Weatherford or any
         subsidiary thereof or any successor thereto, from engaging or competing
         in any line of business or in any geographic area;

                  (t) Neither Dailey nor any of the Dailey Subsidiaries shall
         take any action that is inconsistent with the terms of the Plan;

                  (u) Dailey shall not authorize any of, or commit or agree to
         take any of, or permit any Dailey Subsidiary to take any of, the
         foregoing actions to the extent prohibited by the foregoing and shall
         not, and shall not permit any of the Dailey Subsidiaries to, take any
         action that would, or that reasonably could be expected to, result in
         any of the representations and warranties set forth in this Agreement
         becoming untrue or any of the conditions to the Acquisition set forth
         in Article VI not being satisfied. Dailey promptly shall advise
         Weatherford orally and in writing of any change or event having, or
         which, insofar as reasonably can be foreseen, would have, a material
         adverse effect on Dailey and the Dailey Subsidiaries, taken as a whole,
         or cause a Dailey MAE; and

                  (v) Prior to the time the Bankruptcy Cases, the Plan and the
         Disclosure Statement are filed with the Bankruptcy Court, Dailey shall
         not, nor shall Dailey authorize or knowingly permit any affiliate,
         officer, director, employee, subsidiary, investment banker, attorney,
         advisor, agent or representative (collectively, any "Affiliate") of
         Dailey to, directly or indirectly, (i) solicit, initiate or encourage
         the submission of any Alternative Transaction (as defined in Section
         5.3(a)), (ii) enter into any agreement with respect to any Alternative
         Transaction, or (iii) participate in any discussions or negotiations
         regarding, or furnish to any person any information with respect to, or


                                      -17-

<PAGE>   22

         take any other action to facilitate any inquiries or the making of any
         proposal that constitutes, or may reasonably be expected to lead to,
         any Alternative Transaction. Without limiting the foregoing, it is
         understood that any violation of the restrictions set forth in the
         preceding sentence by any Affiliate of Dailey, whether or not such
         Affiliate is purporting to act on behalf of Dailey, shall be deemed to
         be a material breach of this Agreement by Dailey.

                  In addition to the obligations of Dailey set forth in the
         foregoing paragraph, Dailey shall promptly advise Weatherford orally
         and in writing of any Alternative Transaction or any inquiry with
         respect to or which could lead to any Alternative Transaction, the
         material terms and conditions of such inquiry or Alternative
         Transaction (including any proposed financing for such Alternative
         Transaction), and the identity of the person proposing such Alternative
         Transaction. Dailey will keep Weatherford fully informed of the status
         and details of any such proposed Alternative Transaction.


                                   ARTICLE IV

              COVENANTS OF WEATHERFORD PRIOR TO THE EFFECTIVE TIME

         4.1 RESERVATION OF WEATHERFORD STOCK. Weatherford shall reserve for
issuance, out of its authorized but unissued capital stock, such number of
shares of Weatherford Common Stock as may be issuable pursuant to this Agreement
upon consummation of the Acquisition.

         4.2 STOCK EXCHANGE LISTING. Weatherford shall use its best efforts to
cause the shares of Weatherford Common Stock to be issued in the Acquisition to
be approved for listing on the NYSE, subject to official notice of issuance,
prior to the Closing Date.


                                    ARTICLE V

                              ADDITIONAL AGREEMENTS

         5.1 FILINGS; CONSENTS; REASONABLE EFFORTS. Subject to the terms and
conditions of this Agreement, Dailey and Weatherford shall (i) make all
necessary filings with respect to the Plan and this Agreement under the HSR Act,
the Securities Act, the Exchange Act, and applicable blue sky or similar
securities laws and shall use all reasonable efforts to obtain required
approvals and clearances with respect thereto; (ii) use reasonable efforts to
obtain all consents, waivers, approvals, authorizations, and orders required in
connection with the authorization, execution, and delivery of this Agreement and
the consummation of the Plan; and (iii) use reasonable efforts to take, or cause
to be taken, all appropriate action, and do, or cause to be done, all things
necessary, proper, or advisable to consummate the Plan and make effective as
promptly as practicable the Transactions, including (with respect to Dailey)
causing any Dailey Subsidiary that is not a Subsidiary Party to authorize and
execute any Other Agreements.

         5.2 NOTIFICATION OF CERTAIN MATTERS. Dailey shall give prompt notice to
Weatherford, and Weatherford shall give prompt notice to Dailey, orally and in
writing, of (i) the occurrence, or failure to occur, of any event which
occurrence or failure would be likely to cause any representation or warranty
contained in this Agreement to be untrue or inaccurate at any time from the date
hereof to the Effective Time; and (ii) any material failure of Dailey or
Weatherford, as the case may be, or any officer, director, employee or agent



                                      -18-

<PAGE>   23




thereof, to comply with or satisfy any covenant, condition or agreement to be
compiled with or satisfied by it hereunder.

         5.3 CERTAIN FEES AND EXPENSES. In the event that the Transactions and
the Plan are not consummated under one of the circumstances set forth below
(other than as a result of the breach of this Agreement by Weatherford), then
Dailey and the Dailey Subsidiaries, jointly and severally, shall reimburse
Weatherford for its reasonable out-of-pocket fees and expenses (including
reasonable attorneys' fees and disbursements at such attorneys' normal hourly
rates) incurred in connection this Agreement, the Plan, the Transactions and the
Bankruptcy Cases, and shall also make the indicated payment to Weatherford to
compensate Weatherford for its time and expense incurred in connection with this
Agreement:

                  (a) If the Transactions and the Plan are not consummated
         because of the failure of the condition set forth in Section 6.2(d) to
         occur, Dailey shall issue to Weatherford 2,000,000 shares of Dailey
         Class A Common, provided that if such failure is the result of an
         injunction or similar order issued by a Governmental Entity of
         competent jurisdiction and such injunction or order is subsequently
         dissolved or rescinded, Weatherford shall promptly return such shares
         to Dailey; in addition, if this Agreement is terminated by Weatherford
         because of the failure of the condition in Section 6.2(d) to be
         satisfied, and if within one year of such termination of this
         Agreement, an agreement or an agreement in principle is reached, a
         tender or exchange offer is commenced or a bankruptcy plan is filed, in
         any such case that results in an Alternative Transaction that is
         ultimately consummated, Dailey and the Dailey Subsidiaries shall also
         pay to Weatherford the amount of $6,000,000 as a condition to and upon
         consummation of the Alternative Transaction; for purposes of this
         Agreement, "Alternative Transaction" means (A) any merger,
         reorganization, share exchange, consolidation, business combination,
         recapitalization, liquidation, dissolution or similar transaction
         involving Dailey or any of the Dailey Subsidiaries where the
         shareholders of Dailey cease to own at least 60% of the voting power
         and equity of the surviving entity, (B) the acquisition from Dailey or
         any of its affiliates in any manner, directly or indirectly, of a
         greater than 35% voting or equity interest in Dailey or the acquisition
         of in excess of $25 million in assets or businesses of Dailey and the
         Dailey Subsidiaries, on a consolidated basis or a sale of a material
         portion of Dailey's jar business or underbalanced or air drilling
         businesses, (C) the acquisition from the stockholders of Dailey, by
         tender offer, exchange offer or otherwise, of more than 35% of any
         class of common stock of Dailey then outstanding, or (D) any plan of
         reorganization providing for any of the foregoing, unless such plan of
         reorganization contemplates only the conversion of creditor claims into
         equity of Dailey and does not provide for any third-party additional
         equity or debt (except for working capital or capital facility
         financing);

                  (b) If the Transactions and the Plan are not consummated
         because any of the conditions set forth in Sections 6.1 or 6.2 hereof,
         excluding the conditions set forth in Section 6.2(b) and 6.2(d), fails
         to be satisfied or waived, Dailey and the Dailey Subsidiaries shall pay
         to Weatherford the amount of $6,000,000 provided, however, that if the
         failure of the condition contained in Section 6.2(e) to be satisfied is
         the result of Dailey's breach of its covenant contained in Section
         3.2(v), then Weatherford's remedies shall be limited to such $6,000,000
         plus the reimbursement of its reasonable out-of-pocket fees and
         expenses as set forth above in this Section 5.3; or

                  (c) If the Transactions and the Plan are not consummated
         because the condition set forth in Section 6.2(b) fails to be satisfied
         or waived, Dailey and the Dailey Subsidiaries shall not be required to
         pay any amounts other than the reimbursement provided for by this
         Section 5.3.



                                      -19-

<PAGE>   24




                                   ARTICLE VI

                                   CONDITIONS

         6.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY. The respective obligations
of each party to consummate the Agreement and the Transactions shall be subject
to the fulfillment of the following conditions:

                  (a) (i) none of the Bankruptcy Cases shall have been dismissed
         or converted to a case under chapter 7 of the Bankruptcy Code, (ii) the
         Plan shall incorporate the terms of this Agreement and (iii) the Plan
         shall have been confirmed pursuant to an order of the Bankruptcy Court,
         which order shall have become final, non-appealable and not subject to
         further review (the "Confirmation Order") in accordance with the
         provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy
         Procedure and the local rules of the Bankruptcy Court.

                  (b) The waiting period (and any extension thereof) applicable
         to the consummation of the Acquisition under the HSR Act shall have
         expired or been terminated;

                  (c) No order shall have been entered and remain in effect in
         any action or proceeding before any foreign, federal or state court or
         governmental agency or other foreign, federal or state regulatory or
         administrative agency or commission that would prevent or make illegal
         the consummation of the Transactions or the Plan;

                  (d) There shall have been obtained any and all material
         permits, approvals and consents of any governmental body, commission or
         agency that reasonably may be deemed necessary so that the consummation
         of the Plan and the transactions contemplated thereby will be in
         compliance with applicable laws, the failure to comply with which would
         have a Dailey MAE or Weatherford MAE; and

                  (e) The receipt of all approvals and consents of third persons
         the granting of which is necessary for the consummation of the Plan or
         the Transactions contemplated in connection therewith.

         6.2 ADDITIONAL CONDITIONS TO OBLIGATIONS OF WEATHERFORD. The obligation
of Weatherford to consummate the Agreement and the Transactions is, at the
option of Weatherford, also subject to the fulfillment at or prior to the
Closing Date of the following conditions:

                  (a) The representations and warranties of Dailey and the
         Dailey Subsidiaries in this Agreement shall be true and correct on the
         Closing Date as if made on and as of that date, except for changes that
         do not constitute a breach or violation of Section 3.2 hereof, or with
         the prior written consent of Weatherford;

                  (b) There shall have been no material adverse change in the
         assets, properties, business, operations, or condition (financial or
         otherwise) of Dailey and the Dailey Subsidiaries (taken as a whole),
         other than those changes arising out of the filing of the Bankruptcy
         Cases and



                                     -20-

<PAGE>   25






         the Plan (including any adverse effect on the interest of Air Drilling
         Services, Inc. in International Nitrogen Services, LLC), provided,
         however, that a continuation of trends of the type and magnitude as
         reflected in the consolidated financial statements contained in the
         Dailey Commission Filings filed since January 1, 1998 and the Draft
         10-Q shall not be considered to be such a material adverse change;

                  (c) There shall be no liability or claim existing with respect
         to Dailey or any Subsidiary Party that is material to Dailey and the
         Subsidiary Parties, taken as a whole, other than such liabilities or
         claims the nature and amount of which have been disclosed in all
         material respects in this Agreement as of the date hereof;

                  (d) (i) the Dailey Noteholders shall not have elected to
         exercise their right to terminate their obligations under the Agreement
         dated May 21, 1999, among Weatherford, Dailey, the Subsidiary Parties,
         J. D. Lawrence, and certain Dailey Noteholders (the "Voting
         Agreement"), which right arose as a result of Dailey's failure to
         timely file the Bankruptcy Cases, the Plan and the Disclosure Statement
         on or before June 1, 1999, and (ii) Weatherford shall not have notified
         Dailey of its election to terminate this Agreement pursuant to this
         Section 6.2(d) by noon, Houston time on June 3, 1999 based on
         Weatherford's determination in its sole discretion that Dailey and the
         Subsidiary Parties have not made or are not making a good faith effort
         to file the Bankruptcy Cases, the Plan and the Disclosure Statement on
         or prior to June 1, 1999;

                  (e) All of the other terms, conditions, covenants and
         agreements to be complied with or performed by Dailey under this
         Agreement on or before the Closing Date shall have been duly complied
         with or performed in all material respects;

                  (f) Unless otherwise agreed to in writing by Weatherford, on
         or before September 30, 1999 the Confirmation Order shall have become a
         final non-appealable (and not subject to pending appeal) order that,
         among other things, (A) approves the terms of this Agreement and
         Dailey's execution, delivery and performance of this Agreement, the
         Technology Agreement, and all other agreements contemplated by this
         Agreement; (B) approves the sale of the New Dailey Stock to Weatherford
         free and clear of all liens, claims, interests, rights of others and
         encumbrances of every kind; (C) includes an express finding that
         Weatherford is a "good faith purchaser" of the New Dailey Stock; (D)
         includes an express finding that Weatherford has acted in good faith
         with respect to the Acquisition pursuant to Section 363(m) of the
         Bankruptcy Code; (E) expressly effects the assumption of this Agreement
         by Dailey and the Subsidiary Parties, and of the Technology Agreement
         by Dailey pursuant to Section 365(a) of the Bankruptcy Code; (F)
         enjoins and restrains all creditors of Dailey or any of the Subsidiary
         Parties from asserting any lien, claim, interest or encumbrance (other
         than any lien, claim, interest or encumbrance that cannot be removed
         under the Bankruptcy Code) that any of them has or had against the
         Dailey Stock or any of the assets of Dailey or the Subsidiary Parties;
         (G) includes a reservation, pursuant to the Plan, of jurisdiction by
         the Bankruptcy Court to implement and enforce this Agreement and
         Weatherford's peaceful use and enjoyment of the assets of Dailey or any
         of the Subsidiary Parties after the Closing Date, free and clear of all
         liens, claims, and encumbrances to the fullest extent permitted under
         the Bankruptcy Code; (H) terminates the automatic stay under Section
         362 of the Bankruptcy Code to the extent necessary to permit
         Weatherford to enforce the terms of this Agreement; (I) releases
         Weatherford and its post-closing affiliates, representatives, employees
         and agents from any claims related to or arising in the Bankruptcy Case
         through the Closing Date other than claims arising



                                      -21-

<PAGE>   26



         under this Agreement; (J) provides that the transfer of the Dailey
         Stock to Weatherford is exempt from any tax to the fullest extent
         permitted by Section 1146 of the Bankruptcy Code; (K) provides that the
         issuance of Weatherford Common Stock pursuant to the Plan in accordance
         with the terms of this Agreement is exempt from registration under the
         Securities Act and all applicable state and local securities laws; and
         (L) any other matter that Weatherford shall reasonably determine is
         necessary or appropriate to effect the transactions contemplated by,
         and to carry out the intent of, this Agreement;

                  (g) The Disclosure Statement, the Plan and the Confirmation
         Order shall (i) incorporate, and otherwise be consistent in all
         material respects with, the terms of this Agreement and (ii) be in form
         and substance reasonably satisfactory to Weatherford;

                  (h) Dailey shall deliver to Weatherford customary closing
         documents, each of which shall be dated as of the Closing Date, duly
         executed and in a form reasonably satisfactory to Weatherford,
         including a certificate of Dailey's president or a vice president
         confirming all of the matters set forth in Sections 6.2(a)-(c);

                  (i) The Lease Modification Agreement between Dailey and
         Lawrence International, Inc., in substantially the form as attached to
         the Plan, shall have been entered into by such parties and shall remain
         in effect;

                  (j) There shall not have occurred (i) any suspension or
         limitation on trading in securities generally on the New York Stock
         Exchange or the establishment of minimum prices on such Exchange, (ii)
         a declaration of a banking moratorium either by Federal or New York
         State authorities or (iii) any outbreak or escalation of hostilities,
         declaration by the United States of a national emergency or war, or
         other calamity or crisis the effect of which on financial markets is
         such as to make it, in the sole judgment of Weatherford, impractical or
         inadvisable to proceed with the consummation of the transactions
         contemplated hereby to be consummated at the Closing Date; and

                  (k) the Voting Agreement shall not have been terminated on or
         before September 30, 1999.

         6.3 ADDITIONAL CONDITIONS TO OBLIGATIONS OF DAILEY. The obligation of
Dailey to consummate the transactions contemplated by this Agreement is, at the
option of Dailey, also subject to the fulfillment at or prior to the Closing
Date of the following conditions:

                  (a) The representations and warranties of Weatherford
         contained in Section 2.1 shall be accurate as of the date of this
         Agreement and (except to the extent such representations and warranties
         speak specifically as of an earlier date) as of the Closing Date as
         though such representations and warranties had been made at and as of
         that time; all the terms, covenants and conditions of this Agreement to
         be complied with and performed by Weatherford on or before the Closing
         Date shall have been duly complied with and performed in all material
         respects; and a certificate to the foregoing effect dated the Closing
         Date and signed by any vice president or senior vice president of
         Weatherford shall have been delivered to Dailey; and



                                      -22-

<PAGE>   27


                  (b) The Bankruptcy Court shall have entered an order of
         confirmation of the Plan with respect to all debtors in the Bankruptcy
         Cases, which order shall have become a final order.

                                   ARTICLE VII

                               GENERAL PROVISIONS

         7.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties in this Agreement shall survive the confirmation of the Plan and the
Closing Date.

         7.2 PUBLIC STATEMENTS. Dailey and Weatherford agree to consult with
each other prior to issuing any press release or otherwise making any public
statement with respect to the transactions contemplated hereby.

         7.3 ASSIGNMENT. This Agreement shall inure to the benefit of and will
be binding upon the parties hereto and their respective legal representatives,
successors and permitted assigns.

         7.4 NOTICES. All notices, requests, demands, claims and other
communications which are required to be or may be given under this Agreement
shall be in writing and shall be deemed to have been duly given if (i) delivered
in Person or by courier, (ii) sent by telecopy or facsimile transmission, answer
back requested, or (iii) mailed, certified first class mail, postage prepaid,
return receipt requested, to the parties hereto at the following addresses:

         if to Dailey:

                  Dailey International, Inc.
                  2507 N. Frazier
                  Conroe, Texas 77303
                  Attn:  Al Kite
                  Facsimile:  409-539-2132

         with a copy to:

                  Haynes and Boone, LLP
                  1000 Louisiana, Suite 4300
                  Houston, Texas 77002
                  Attn:  Marc H. Folladori
                         Robert D. Albergotti
                  Facsimile: 713-547-2600

         if to Weatherford or Sub:

                  Weatherford International, Inc.
                  515 Post Oak Blvd., Suite 600
                  Houston, Texas 77027
                  Attn: Curtis W. Huff
                  Facsimile: 713-693-4484




                                      -23-

<PAGE>   28


         with a copy to:

                  Andrews & Kurth L.L.P.
                  600 Travis, Suite 4200
                  Houston, Texas 77002
                  Attn: Robert V. Jewell
                  Facsimile: 713-220-4285

or to such other address as any party shall have furnished to the other by
notice given in accordance with this Section 7.4. Such notices shall be
effective, (i) if delivered in Person or by courier, upon actual receipt by the
intended recipient, (ii) if sent by telecopy or facsimile transmission, when the
answer back is received, or (iii) if mailed, upon the earlier of five days after
deposit in the mail and the date of delivery as shown by the return receipt
therefor.

         7.5 GOVERNING LAW. All questions arising out of this Agreement and the
rights and obligations created herein, or its validity, existence,
interpretation, performance or breach shall be governed by the laws of the State
of Delaware, without regard to conflict of laws principles.

         7.6 SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provision, covenants and
restrictions of this Agreement shall continue in full force and effect and shall
in no way be affected, impaired or invalidated.

         7.7 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be an original, but all of which together shall constitute one
and the same agreement.

         7.8 HEADINGS. The Section headings herein are for convenience only and
shall not affect the construction hereof.

         7.9 CONFIDENTIALITY AGREEMENTS. The Confidentiality Agreements entered
into between Weatherford and Dailey on August 12, 1998, and May 12, 1999 (the
"Confidentiality Agreements") are hereby incorporated by reference herein and
made a part hereof.

         7.10 ENTIRE AGREEMENT: THIRD PARTY BENEFICIARIES. This Agreement, the
Other Agreements and the Confidentiality Agreements constitute the entire
agreement and supersede all other prior agreements and understandings, both oral
and written, among the parties or any of them, with respect to the subject
matter hereof and neither this nor any document delivered in connection with
this Agreement confers upon any Person not a party hereto any rights or remedies
hereunder.

         7.11 WAIVER AND AMENDMENT. Any provision of this Agreement may be
waived at any time by the party that is, or whose stockholders are, entitled to
the benefits thereof. This Agreement may not be amended or supplemented at any
time, except by an instrument in writing signed on behalf of each party hereto.
The waiver by any party hereto of any condition or of a breach of another
provision of this Agreement shall not operate or be construed as a waiver of any
other condition or subsequent breach. The waiver by any party hereto of any of
the conditions precedent to its obligations under this Agreement shall not
preclude it from seeking redress for breach of this Agreement other than with
respect to the condition so waived.




                                      -24-

<PAGE>   29

         IN WITNESS WHEREOF, each of the parties caused this Agreement to be
executed on its behalf by its officers thereunto duly authorized, all as of the
date first above written.

                                              WEATHERFORD

                                              WEATHERFORD INTERNATIONAL, INC.



                                              By: /s/ Curtis W. Huff
                                                 -------------------------------
                                              Name: Curtis W. Huff
                                                    ----------------------------
                                              Title: Senior Vice President
                                                     ---------------------------


                                              DAILEY

                                              DAILEY INTERNATIONAL INC.



                                              By: /s/ J.D. Lawrence
                                                 -------------------------------
                                              Name: J.D. Lawrence
                                                    ----------------------------
                                              Title: Chairman of the Board
                                                     ---------------------------

                                              SUBSIDIARY PARTIES


                                              DAILEY ENERGY SERVICES, INC.



                                              By: /s/ Al E. Kite
                                                 -------------------------------
                                              Name: Al E. Kite
                                                    ----------------------------
                                              Title: President
                                                     ---------------------------

                                              DAILEY INTERNATIONAL SALES
                                              CORPORATION



                                              By: /s/ Al E. Kite
                                                 -------------------------------
                                              Name: Al E. Kite
                                                    ----------------------------
                                              Title: President
                                                     ---------------------------






                                      -25-

<PAGE>   30



                                              COLOMBIA PETROLEUM SERVICES
                                              CORP.



                                              By: /s/ Al E. Kite
                                                 -------------------------------
                                              Name: Al E. Kite
                                                    ----------------------------
                                              Title: President
                                                     ---------------------------

                                              INTERNATIONAL PETROLEUM
                                              SERVICES, INC.



                                              By: /s/ Al E. Kite
                                                 -------------------------------
                                              Name: Al E. Kite
                                                    ----------------------------
                                              Title:
                                                     ---------------------------

                                              DAILEY ENVIRONMENTAL
                                              REMEDIATION TECHNOLOGIES



                                              By: /s/ Al E. Kite
                                                 -------------------------------
                                              Name: Al E. Kite
                                                    ----------------------------
                                              Title: President
                                                     ---------------------------

                                              DAILEY WORLDWIDE SERVICES, CORP.



                                              By: /s/ Al E. Kite
                                                 -------------------------------
                                              Name: Al E. Kite
                                                    ----------------------------
                                              Title: President
                                                     ---------------------------

                                              AIR DRILLING INTERNATIONAL, INC.



                                              By: /s/ Al E. Kite
                                                 -------------------------------
                                              Name: Al E. Kite
                                                    ----------------------------
                                              Title: President
                                                     ---------------------------





                                      -26-

<PAGE>   31

                                              AIR DRILLING SERVICES, INC.



                                              By: /s/ Al E. Kite
                                                 -------------------------------
                                              Name: Al E. Kite
                                                    ----------------------------
                                              Title: President
                                                    ----------------------------



                                      -27-