<PAGE>

                                                                    EXHIBIT 10.1

                              AMENDED AND RESTATED
                            STOCK PURCHASE AGREEMENT



                                 By And Between



                             THE WISER OIL COMPANY



                                      And



                         WISER INVESTMENT COMPANY, LLC



                                  Dated as of
                               December 13, 1999

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE I
     DEFINITIONS.............................................................. 1
     Section 1.1  Definitions................................................. 1
     Section 1.2  References and Titles....................................... 8

ARTICLE II
     PURCHASE OF PREFERRED SHARES............................................. 9
     Section 2.1  Agreement to Sell and to Purchase Shares.................... 9
     Section 2.2  Purchase Price and Payment.................................. 9
     Section 2.3  Delivery of Shares.......................................... 9
     Section 2.4  Deposit.....................................................10
     Section 2.5  Option to Purchase Additional Preferred Shares..............10

ARTICLE III
     REPRESENTATIONS AND WARRANTIES...........................................12
     Section 3.1  Representations and Warranties of the Company...............12
     Section 3.2  Representations and Warranties of WIC and Purchaser.........35

ARTICLE IV
     COVENANTS................................................................37
     Section 4.1  Stockholder Approval; Proxy Statement.......................37
     Section 4.2  NYSE Listing................................................38
     Section 4.3  Affirmative Covenants of the Company........................38
     Section 4.4  Negative Covenants of the Company...........................39
     Section 4.5  Reasonable Best Efforts; Financing..........................41
     Section 4.6  Other Transaction Documents.................................42
     Section 4.7  HSR Act Notification........................................42
     Section 4.8  Notification of Certain Matters.............................43
     Section 4.9  No Solicitation by Company..................................43
     Section 4.10  Access; Confidentiality....................................44
     Section 4.11  Transfer Restrictions......................................45

ARTICLE V
     CONDITIONS PRECEDENT TO CLOSING..........................................46
     Section 5.1  Conditions Precedent to Each Party's Obligation.............46
     Section 5.2  Conditions Precedent to Obligations of WIC and Purchaser....47
     Section 5.3  Conditions Precedent to Obligation of Company...............48
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S>                                                                           <C>
ARTICLE VI
     CLOSING..................................................................49
     Section 6.1  Closing.....................................................49
     Section 6.2  Actions to Occur at the Closing.............................49

ARTICLE VII
     TERMINATION..............................................................50
     Section 7.1  Termination.................................................50
     Section 7.2  Effect of Termination.......................................52

ARTICLE VIII
     INDEMNIFICATION..........................................................52
     Section 8.1  Indemnification of WIC and Purchaser........................52
     Section 8.2  Indemnification of Company..................................52
     Section 8.3  Defense of Third-Party Claims...............................53
     Section 8.4  Direct Claims...............................................54
     Section 8.5  No Punitive Damages.........................................54
     Section 8.6  Exclusivity.................................................54

ARTICLE IX
     MISCELLANEOUS............................................................55
     Section 9.1  Survival of Provisions......................................55
     Section 9.2  No Waiver; Modification in Writing..........................56
     Section 9.3  Specific Performance........................................56
     Section 9.4  Severability................................................56
     Section 9.5  Fees and Expenses...........................................56
     Section 9.6  Parties in Interest.........................................57
     Section 9.7  Notices.....................................................57
     Section 9.8  Counterparts................................................58
     Section 9.9  Entire Agreement............................................58
     Section 9.10  Governing Law..............................................58
     Section 9.11  Public Announcements.......................................58
     Section 9.12  Assignment.................................................59
     Section 9.13  Independent Determination..................................60
</TABLE>

Exhibits:

Exhibit A - Form of Agreement and Irrevocable Proxy
Exhibit B - Form of Certificate of Designation
Exhibit C - Form of Employment Agreement
Exhibit D - Form of Management Agreement
Exhibit E - Form of Restated Certificate

                                     -ii-
<PAGE>

Exhibit F - Form of Stockholder Agreement
Exhibit G - Form of Opinion of Thompson & Knight L.L.P.
Exhibit H - Form of Opinion of Andrews & Kurth L.L.P.

                                     -iii-
<PAGE>


                             AMENDED AND RESTATED
                           STOCK PURCHASE AGREEMENT

     AMENDED AND RESTATED STOCK PURCHASE AGREEMENT, dated as of December 13,
1999, by and between The Wiser Oil Company, a Delaware corporation (the
"Company"), and Wiser Investment Company, LLC, a Delaware limited liability
company ("WIC").

     WHEREAS, the Company and WIC entered into a Stock Purchase Agreement as of
December 13, 1999 (the "Original Stock Purchase Agreement"); and

     WHEREAS, the Company and WIC wish to enter into this Agreement and thereby
amend and restate the Original Stock Purchase Agreement in its entirety;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

      Section 1.1  Definitions.  As used in this Agreement, and unless the
context requires a different meaning, the following terms have the meanings
indicated:

     "Affiliate" means, with respect to any Person, any other Person directly,
or indirectly through one or more intermediaries, controlling, controlled by or
under common control with such Person. For purposes of this definition and this
Agreement, the term "control" (and correlative terms) means the power, whether
by contract, equity ownership or otherwise, to direct the policies or management
of a Person.

     "Agreement" means this Amended and Restated Stock Purchase Agreement, as
the same may be amended, supplemented or modified from time to time in
accordance with the terms hereof.

     "Agreement and Irrevocable Proxy" means an agreement in the form attached
as Exhibit A hereto.
   ---------

     "Alternative Transaction" has the meaning set forth in Section 4.9(d).

     "Alternative Transaction Proposal" has the meaning set forth in Section
4.9(a).

     "Approval" means any approval, authorization, grant of authority, consent,
order, qualification, permit, license, variance, exemption, franchise,
concession, certificate, filing or registration, or any waiver of the foregoing,
or any notice, statement or other communication, required to be obtained from,
filed with or delivered to any Governmental Entity or other Person.
<PAGE>

     "Benefit Arrangement" has the meaning set forth in Section 3.1(s)(i)(B).

     "Board" means the Board of Directors of the Company.

     "Business Day" means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in Dallas, Texas
generally are authorized or required by Law to close.

     "Bylaws" means the By-Laws of the Company as amended to the date of this
Agreement.

     "Certificate of Cancellation" means a certificate, in form and substance
reasonably satisfactory to WIC and Purchaser, effecting the cancellation of the
Company's Series A Preferred Stock, in accordance with Section 151(g) of the
Delaware General Corporation Law.

     "Certificate of Designation" means the Certificate of Designations for the
Series C Preferred Stock, in the form attached as Exhibit B hereto.
                                                  ---------

     "Certificate of Incorporation" means the Restated Certificate of
Incorporation of the Company as amended to the date of this Agreement and as
filed with the Secretary of State of Delaware.

     "Closing" has the meaning set forth in Section 6.1.

     "Closing Date" has the meaning set forth in Section 6.1.

     "Code" means the Internal Revenue Code of 1986, as amended, and the rules
and regulations thereunder as in effect on the date hereof.

     "Commitment Letter" has the meaning set forth in Section 4.5(b).

     "Common Stock" means the Company's common stock, the par value of which is
$3.00 per share on the date hereof but will be changed to $.01 per share on the
Closing Date pursuant to the Restated Certificate.

     "Company" has the meaning set forth in the introductory paragraph hereof.

     "Company Agents" has the meaning set forth in Section 4.9(a).

     "Company Disclosure Schedule" means the disclosure schedule dated as of
December 13, 1999, which was delivered by the Company to WIC concurrently with
the execution of the Original Stock Purchase Agreement, as supplemented by a
supplement thereto delivered by the Company to WIC concurrently with the
execution of this Agreement.  The references in the Company Disclosure

                                      -2-
<PAGE>


Schedule to the Original Stock Purchase Agreement and the Sections thereof shall
be deemed to be references to this Agreement and the Sections of this
Agreement.

     "Company Indemnified Costs" means any and all damages, losses (including
diminution in value), claims, liabilities, demands, charges, suits, penalties,
costs and expenses (including court costs and reasonable legal fees and expenses
incurred in investigating and preparing for any litigation or proceeding) that
any of the Company Indemnified Parties incurs and that arise out of (i) any
breach by WIC or Purchaser of any of its representations or warranties under
this Agreement or any other Transaction Document or (ii) any breach by WIC or
Purchaser of any of its covenants or agreements under this Agreement or any
other Transaction Document.

     "Company Indemnified Parties" means the Company, its Subsidiaries and each
officer, director, employee, stockholder and Affiliate of the Company or its
Subsidiaries (other than WIC, Purchaser and Persons who are also officers,
directors, managers, employees, stockholders or Affiliates of WIC or Purchaser).

     "Company Options" has the meaning set forth in Section 3.1(c)(iii).

     "Company SEC Documents" has the meaning set forth in Section 3.1(i).

     "Contracts" means all agreements, contracts or other binding commitments,
arrangements or plans, written or oral (including any amendments and other
modifications thereto), to which the Company or any of its Subsidiaries is a
party or is otherwise bound.

     "Conversion Shares" means the shares of Common Stock issuable upon
conversion of the Preferred Shares in accordance with the terms of the
Certificate of Designation.

     "Credit Facility" has the meaning set forth in Section 3.1(m).

     "Cure Period" has the meaning set forth in Section 7.1(b)(i).

     "Debt", without duplication, means (a) all indebtedness (including the
principal amount thereof or, if applicable, the accreted amount thereof and the
amount of accrued and unpaid interest thereon) of the Company and its
Subsidiaries, whether or not represented by bonds, debentures, notes or other
securities, for the repayment of money borrowed, (b) all deferred indebtedness
of the Company and its Subsidiaries for the payment of the purchase price of
property or assets purchased, (c) all obligations of the Company and its
Subsidiaries to pay rent or other payment amounts under a lease of real or
personal property which is required to be classified as a capital lease or a
liability on the face of a balance sheet prepared in accordance with GAAP, (d)
any outstanding reimbursement obligation of the Company or its Subsidiaries with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of the Company or its Subsidiaries, (e) any payment obligation
of the Company or its Subsidiaries under any interest rate swap agreement,
forward rate agreement, interest rate cap or collar agreement or other financial
agreement

                                      -3-
<PAGE>

or arrangement entered into for the purpose of limiting or managing interest
rate risks, (f) all indebtedness for borrowed money secured by any Lien existing
on property owned by the Company or its Subsidiaries, whether or not
indebtedness secured thereby shall have been assumed, (g) all guaranties,
endorsements, assumptions and other contingent obligations of the Company or its
Subsidiaries in respect of, or to purchase or to otherwise acquire, indebtedness
for borrowed money of others, (h) all other short-term and long-term liabilities
of the Company or its Subsidiaries of any nature, other than accounts payable
and accrued liabilities incurred in the ordinary course of business, and (i) all
premiums, penalties and change of control payments required to be paid or
offered in respect of any of the foregoing as a result of the consummation of
the transactions contemplated by the Transaction Documents regardless if any of
such are actually paid.

     "Deposit" has the meaning set forth in Section 2.4(a).

     "Dividend Shares" means the shares of Common Stock issuable in payment of
dividends payable on the Preferred Shares in accordance with the terms of the
Certificate of Designation.

     "Employment Agreement" means the Employment Agreement to be entered into by
and between the Company and George K. Hickox, Jr. at the Closing, in the form
attached as Exhibit C hereto.
            ---------

     "Environmental Laws" has the meaning set forth in Section 3.1(w)(A).

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "Escrow Agreement" has the meaning set forth in Section 2.4(a).

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.

     "Financing" has the meaning set forth in Section 4.5(b).

     "Financing Commitment Date" has the meaning set forth in Section 4.5(b).

     "GAAP" has the meaning set forth in Section 3.1(i).

     "Governmental Entity" means any agency, bureau, commission, court,
authority, department, official, political subdivision, tribunal or other
instrumentality of any government, whether (i) regulatory, administrative or
otherwise, (ii) federal, state or local or (iii) domestic or foreign.

     "Hazardous Materials" has the meaning set forth in Section 3.1(w)(B).

     "Hedge" and "Hedging" have the respective meanings set forth in Section
3.1(ii).

                                      -4-
<PAGE>

     "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended.

     "Indemnified Parties" means the Purchaser Indemnified Parties or the
Company Indemnified Parties, as the case may be.

     "Indemnifying Party" has the meaning set forth in Section 8.3.

     "Indenture" means the Indenture between the Company and Texas Commerce
Bank, N.A., as trustee, dated as of May 21, 1997, for the Company's 9 1/2%
Senior Subordinated Notes due 2007.

     "Intangible Property" has the meaning set forth in Section 3.1(v).

     "IRS" means the Internal Revenue Service.

     "knowledge" (and corresponding derivative expressions) mean the actual
knowledge of the executive officers, directors or senior managers of the
Company, WIC or Purchaser, as the case may be, after reasonable inquiry.

     "Law" means any constitutional provision, statute or other law, ordinance,
rule, regulation or interpretation of any thereof and any Order of any
Governmental Entity (including Environmental Laws).

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
encumbrance, charge or security interest of any kind in or on such asset or the
revenues or income thereon or therefrom.

     "Litigation" has the meaning set forth in Section 3.1(o).

     "Management Agreement" means the Management Agreement to be entered into by
and between the Company and WIC at the Closing, in the form attached as Exhibit
                                                                        -------
D hereto.
-

     "Material Adverse Effect" means any effect, change, event or occurrence
that is materially adverse to the business, operations, properties, condition
(financial or otherwise), results of operations, assets, liabilities or
prospects of the Company and its Subsidiaries taken as a whole, other than as a
result of (i) changes in oil or gas prices or (ii) general conditions in the
Company's industry (or changes in such conditions) not relating solely to the
Company or a Subsidiary in any specific manner.

     "Material Contracts" has the meaning set forth in Section 3.1(p)(i).

     "NYSE" means the New York Stock Exchange.

     "Oil and Gas Properties" has the meaning set forth in Section 3.1(k).

                                      -5-
<PAGE>


     "Option", "Option Closing", "Option Closing Date" and "Option Term" have
the respective meanings set forth in Section 2.5.

     "Order" means any decree, injunction, judgment, order, ruling, assessment
or writ.

     "Person" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, limited liability company, joint
venture, joint stock company, Governmental Entity or other entity of any kind.

     "Plan" has the meaning set forth in Section 3.1(s)(i)(A).

     "Preferred Share Issuance" means the issuance of Preferred Shares to
Purchaser at the Closing and at any Option Closings.

     "Preferred Shares" means the shares of Series C Preferred Stock to be
purchased by Purchaser at the Closing pursuant to Section 2.1 and at any Option
Closings pursuant to Section 2.5.

     "Proxy Statement" has the meaning set forth in Section 3.1(d)(iii).

     "Purchase Price" has the meaning set forth in Section 2.2(a).

     "Purchaser" means WIC; provided, however, that if a permitted assignment or
assignments occur pursuant to Section 9.12(b) or 9.12(c), "Purchaser" shall mean
and include, collectively, each assignee to whom such an assignment has been
made (and shall continue to mean and include WIC unless WIC has assigned all of
its rights, interests and obligations as Purchaser hereunder in accordance with
the provisions of Section 9.12).

     "Purchaser Designees" has the meaning given to it in the Stockholder
Agreement.

     "Purchaser Indemnified Costs" means any and all damages, losses (including
diminution in value), claims, liabilities, demands, charges, suits, penalties,
costs and expenses (including court costs and reasonable legal fees and expenses
incurred in investigating and preparing for any litigation or proceeding) that
any of the Purchaser Indemnified Parties incurs and that arise out of (i) any
breach by the Company of any of its representations or warranties under this
Agreement or any other Transaction Document or (ii) any breach by the Company of
any of its covenants or agreements under this Agreement or any other Transaction
Document.

     "Purchaser Indemnified Parties" means WIC, Purchaser and each officer,
director, manager, employee, stockholder and Affiliate (other than the Company
and its Subsidiaries) of WIC and Purchaser.

     "Release" has the meaning set forth in Section 3.1(w)(C).

                                      -6-
<PAGE>

     "Remedial Action" has the meaning set forth in Section 3.1(w)(D).

     "Requisite Votes" has the meaning set forth in Section 3.1(g).

     "Reserve Reports" means the reserve information prepared by the Company's
independent petroleum engineers estimating the proved reserves attributable to
the Oil and Gas Properties as of December 31, 1998 and described in (i) the
Appraisal Report as of December 31, 1998 on Certain Properties Owned by The
Wiser Oil Company, prepared by DeGolyer and MacNaughton, and (ii) the Reserve
Appraisal and Economic Evaluation for The Wiser Oil Company Canada Ltd. dated as
of January 1, 1999, prepared by Gilbert Laustsen Jung Associates.

     "Restated Bylaws" has the meaning set forth in Section 4.6.

     "Restated Certificate" means the Restated Certificate of Incorporation of
the Company to be submitted to the stockholders of the Company for their
approval at the Stockholders' Meeting, in the form attached as Exhibit E hereto.
                                                               ---------

     "Rights Agreement" means the Rights Agreement dated as of October 25, 1993,
between the Company and ChaseMellon Shareholder Services, L.L.C., as successor
rights agent, as amended.

     "SEC" means the Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

     "Series C Preferred Stock" means the Company's Series C Cumulative
Convertible Preferred Stock, par value $10.00 per share, which shall have the
terms set forth in the Certificate of Designation.

     "Stockholder Agreement" means the Stockholder Agreement to be entered into
by and between the Company, WIC and Purchaser at the Closing, in the form
attached as Exhibit F hereto.
            ---------

     "Stockholders' Meeting" has the meaning set forth in Section 4.1(a).

     "Stock Plans" means the Company's 1991 Stock Incentive Plan, 1991 Non-
Employee Directors' Stock Option Plan, Equity Compensation Plan for Non-Employee
Directors and 1997 Share Appreciation Rights Plan, all as amended.

     "Subsidiary" means (i) a corporation, a majority of whose stock with voting
power to elect directors is at the date of determination thereof, directly or
indirectly, owned by the Company, by a Subsidiary or by the Company and another
Subsidiary or (ii) any other Person (other than a corporation) in which the
Company, a Subsidiary or the Company and a Subsidiary, directly or indirectly,
at the date of determination thereof have a majority ownership interest.

                                      -7-
<PAGE>

     "Superior Proposal" has the meaning set forth in Section 4.9(a).

     "Tax" has the meaning set forth in Section 3.1(r).

     "Tax Return" has the meaning set forth in Section 3.1(r).

     "Third Party" has the meaning set forth in Section 4.9(d).

     "third-party action" has the meaning set forth in Section 8.3.

     "Transaction Documents" means this Agreement, the Certificate of
Designation, the Employment Agreement, the Escrow Agreement, the Management
Agreement, the Stockholder Agreement, the Warrant Agreement, the Warrant
Purchase Agreement and, for purposes of Article III only, the Restated
Certificate.

     "Transfer" has the meaning set forth in Section 4.11.

     "Underlying Common Shares" means the Conversion Shares, the Dividend Shares
and the Warrant Shares.

     "Warrant Agreement" means each Warrant Agreement to be entered into by and
between the Company and WIC at the Closing and at any Option Closings, in the
form attached as Exhibit A to the Warrant Purchase Agreement.
                 ---------

     "Warrant Issuance" means the issuance of Warrants to WIC pursuant to the
Warrant Agreement.

     "Warrant Purchase Agreement" means the Amended and Restated Warrant
Purchase Agreement dated of even date herewith between the Company and WIC,
pursuant to which at the Closing and at any Option Closings WIC will purchase
Warrants from the Company and both parties will enter into a Warrant
Agreement.

     "Warrants" means the warrants issued pursuant to the terms of the Warrant
Agreement.

     "Warrant Shares" means the shares of Common Stock issuable upon exercise of
the Warrants in accordance with the terms of the Warrant Agreement.

     "WIC" has the meaning set forth in the introductory paragraph hereof.

      SECTION 1.2  References and Titles.  All references in this Agreement to
Exhibits, Schedules, Articles, Sections, subsections and other subdivisions
refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections
and other subdivisions of this Agreement unless expressly provided otherwise.
Titles appearing at the beginning of any Articles, Sections, subsections or
other

                                      -8-
<PAGE>

subdivisions of this Agreement are for convenience only, do not constitute any
part of such Articles, Sections, subsections or other subdivisions, and shall be
disregarded in construing the language contained therein. The words "this
Agreement," "herein," "hereby," "hereunder," and "hereof" and words of similar
import, refer to this Agreement as a whole and not to any particular subdivision
unless expressly so limited. The words "this Section," "this subsection," and
words of similar import, refer only to the Sections or subsections hereof in
which such words occur. The word "including" (in its various forms) means
"including without limitation." Pronouns in masculine, feminine or neuter
genders shall be construed to state and include any other gender, and words,
terms and titles (including terms defined herein) in the singular form shall be
construed to include the plural and vice versa, unless the context otherwise
expressly requires. Unless the context otherwise requires, all defined terms
contained herein shall include the singular and plural and the conjunctive and
disjunctive forms of such defined terms.

                                  ARTICLE II
                         PURCHASE OF PREFERRED SHARES

      Section 2.1  Agreement to Sell and to Purchase Shares.  Subject to the
terms and conditions herein set forth, the Company will issue and sell to
Purchaser, and Purchaser will purchase from the Company, at the Closing, such
number of whole Preferred Shares as shall be designated by Purchaser by notice
received by the Company at least three Business Days prior to the Closing Date;
provided, however, that the total number of Preferred Shares to be purchased by
Purchaser at the Closing shall not be less than 600,000 or more than 1,000,000
Preferred Shares.

     Section 2.2  Purchase Price and Payment.

     (a) The purchase price payable for the Preferred Shares shall be $25.00 per
Preferred Share (the "Purchase Price").

     (b) Payment of the aggregate Purchase Price for the Preferred Shares to be
purchased at the Closing shall be made at the Closing by or on behalf of
Purchaser by wire transfer of immediately available funds to an account of the
Company (the number for which account shall have been furnished to Purchaser at
least two Business Days prior to the Closing Date), provided that the Deposit
shall be deemed a credit to such Purchase Price as provided in Section
2.4(b)(i).

     Section 2.3  Delivery of Shares.  Delivery of the Preferred Shares to be
purchased at the Closing shall be made at the Closing by delivery to Purchaser,
against payment of the Purchase Price therefor as provided herein, of a share
certificate (or share certificates in such denominations as Purchaser may
reasonably request not later than three Business Days prior to the Closing Date)
representing the total number of Preferred Shares.

                                      -9-
<PAGE>

     Section 2.4  Deposit.

     (a) WIC has deposited in escrow the amount of $500,000 (the "Deposit")
under an Escrow Agreement dated December 9, 1999 between the Company, WIC and
Bank One, Texas, N.A., as escrow agent (the "Escrow Agreement").

     (b) The Deposit shall be held by Bank One, Texas, N.A. in escrow under the
Escrow Agreement and shall be disbursed only in accordance with the following
terms and conditions:

          (i)   If the purchase of the Preferred Shares at the Closing is
     consummated in accordance with the terms hereof, then concurrently with the
     Closing the Deposit shall be disbursed to the Company and applied to the
     Purchase Price to be paid by Purchaser for the Preferred Shares at the
     Closing.

          (ii)  If this Agreement is terminated by the Company pursuant to
     Section 7.1(f) or is terminated by any party pursuant to Section 7.1(e)
     (and provided that the Company is not then in material breach of any of its
     obligations hereunder), the Deposit shall be disbursed to the Company
     within three Business Days following such termination, to be retained by
     the Company as liquidated damages.  The retention by the Company of the
     Deposit shall be the sole remedy available to the Company in any such case.

          (iii) If this Agreement is terminated pursuant to Article VII and the
     Company is not entitled to a disbursement of the Deposit pursuant to
     Section 2.4(b)(ii), WIC shall be entitled to a return of the Deposit within
     three Business Days following such termination.

     Section 2.5  Option to Purchase Additional Preferred Shares.

     (a) Provided (i) the Closing occurs and (ii) the total number of Preferred
Shares purchased by Purchaser at the Closing is less than 1,000,000, then,
subject to the terms and conditions set forth in this Section 2.5, the Company
hereby grants to Purchaser an irrevocable option to purchase from the Company a
total number of shares of Series C Preferred Stock equal to (i)  1,000,000 less
(ii) the total number of Preferred Shares purchased by Purchaser at the Closing,
at an exercise price per share equal to the Purchase Price (the "Option").

     (b) The Option shall be exercisable at any time and from time to time
following the Closing and shall remain in full force and effect until 11:59
p.m., Dallas time, on the six-month anniversary of the Closing Date or on such
later date as may be mutually agreed to by the Company and WIC (the "Option
Term").

     (c) Purchaser may exercise the Option, in whole or in part, at any time and
from time to time during the Option Term; provided, however, that each exercise
of the Option must be for a whole number of Preferred Shares and for (i) at
least 20,000 Preferred Shares in the aggregate or (ii) 100% of the then
remaining shares subject to the Option.  Each such exercise shall be
irrevocable.

                                      -10-
<PAGE>


Notwithstanding the expiration of the Option Term, Purchaser shall be entitled
to purchase those Preferred Shares with respect to which it has exercised the
Option in accordance with the terms hereof prior to the expiration of the Option
Term. If Purchaser wishes to exercise the Option, it must send a written notice
of exercise to the Company specifying the total number of Preferred Shares it
intends to purchase pursuant to such exercise and such notice must be received
by the Company prior to the expiration of the Option Term. The closing of the
sale and purchase of Preferred Shares pursuant to an exercise of the Option (an
"Option Closing") shall be held at the principal executive offices of the
Company on a Business Day (the "Option Closing Date") not earlier than three
Business Days nor later than 10 Business Days after the date of receipt by the
Company of the notice of exercise of the Option.

     (d) If an Option Closing cannot be effected by reason of the application of
any Law, the Option Closing Date shall be extended to the fifth Business Day
following the expiration or termination of the restriction imposed by such Law.
Without limiting the foregoing, if prior notification to, or authorization of,
any Governmental Entity is required in connection with the purchase of Preferred
Shares at an Option Closing by virtue of the application of such Law, Purchaser
and, if applicable, the Company shall promptly file the required notice or
application for authorization and Purchaser, with the cooperation of the
Company, shall expeditiously process the same.

     (e) At each Option Closing, Purchaser shall pay to the Company in
immediately available funds by wire transfer to a bank account designated by the
Company an amount equal to the Purchase Price multiplied by the total number of
Preferred Shares to be purchased at such Option Closing. At each Option Closing,
simultaneously with the delivery to the Company of immediately available funds
as provided in the immediately preceding sentence, the Company shall deliver to
Purchaser a share certificate or certificates (in such denominations as
Purchaser may reasonably request) representing the total number of Preferred
Shares to be purchased at such Option Closing.

     (f) At each Option Closing, if Purchaser is not already a party to the
Stockholder Agreement, Purchaser shall execute and deliver to the Company a
written acknowledgment, in form and substance satisfactory to the Company, that
Purchaser has become a party to the Stockholder Agreement to the same extent as
if it had been an original signatory party thereto and that it agrees to be
bound by all the terms and provisions thereof.  At each Option Closing, the
Company shall deliver to Purchaser (i) a certificate dated the Option Closing
Date and executed by the Company confirming the accuracy of its representations
and warranties contained in Sections 3.1(e) and 3.1(f) and (ii) a written
opinion of the Company's counsel dated the Option Closing Date as to the matters
set forth in paragraphs 11(c), 11(d) and 11(e) of Exhibit G hereto, in each case
                                                  ---------
with respect to the Preferred Shares and Warrants purchased at such Option
Closing.

                                      -11-
<PAGE>

                                  ARTICLE III
                        REPRESENTATIONS AND WARRANTIES

     Section 3.1  Representations and Warranties of the Company.  The Company
represents and warrants to WIC and Purchaser as follows:

     (a) Organization, Standing and Power.  Each of the Company and its
Subsidiaries is a corporation or other entity duly organized, validly existing
and in good standing under the laws of the jurisdiction in which it is
incorporated or organized and has the requisite corporate or other such entity
power and authority to carry on its business as now being conducted.  Each of
the Company and its Subsidiaries is duly qualified or licensed to do business
and is in good standing in each jurisdiction in which the nature of its business
or the ownership or leasing of its properties makes such qualification or
licensing necessary, other than in such jurisdictions where the failure to be so
qualified or licensed or to be in good standing, individually or in the
aggregate, has not had and could not reasonably be expected to have a Material
Adverse Effect.  The Company has delivered to WIC prior to the execution of this
Agreement complete and correct copies of the Company's Certificate of
Incorporation and Bylaws, as in effect on the date of this Agreement, and has
made available to WIC the certificate of incorporation and bylaws (or comparable
organizational documents) of each of its Subsidiaries, in each case as in effect
on the date of this Agreement.

     (b) Subsidiaries.  Schedule 3.1(b)(i) of the Company Disclosure Schedule
sets forth a true and complete list, as of the date hereof, of each Subsidiary
of the Company, together with the jurisdiction of incorporation or organization
and the percentage of each Subsidiary's outstanding capital stock (or other
voting or equity securities or interests, as applicable) owned by the Company or
another Subsidiary of the Company.  Except as set forth in Schedule 3.1(b)(ii)
of the Company Disclosure Schedule, all the outstanding shares of capital stock
(or other voting or equity securities or interests, as applicable) of each
Subsidiary of the Company have been validly issued and (with respect to
corporate Subsidiaries) are fully paid and nonassessable and are owned directly
or indirectly by the Company, free and clear of all Liens.  Except for the
capital stock (or other voting or equity securities or interests, as applicable)
of its Subsidiaries and except as set forth in Schedule 3.1(b)(iii) of the
Company Disclosure Schedule, as of the date hereof, the Company does not own,
directly or indirectly, any capital stock (or other voting or equity securities
or interests, as applicable) of any corporation, limited liability company,
partnership, joint venture or other entity.

     (c)  Capital Structure.

          (i) The authorized capital stock of the Company consists of 20,000,000
     shares of Common Stock (which will be increased on the Closing Date to
     30,000,000 shares of Common Stock, par value $.01 per share, pursuant to
     the Restated Certificate) and 300,000 shares of preferred stock, par value
     $10.00 per share (which will be increased on the Closing Date to 1,300,000
     shares of preferred stock pursuant to the Restated Certificate), which
     shares of preferred stock may be divided into and issued in one or more
     series upon the

                                      -12-
<PAGE>

     creation thereof by the Board. As of the date hereof, 8,951,965 shares of
     Common Stock are issued and outstanding (including the associated preferred
     stock purchase rights issued pursuant to the Rights Agreement) and 176,204
     shares of Common Stock are held by the Company in its treasury. No shares
     of Common Stock are held by any of the Company's Subsidiaries. An aggregate
     of (A) 10,000 shares of preferred stock of the Company have been designated
     as the Series A Preferred Stock as of the date hereof (which will be
     cancelled on the Closing Date pursuant to the Certificate of Cancellation)
     and (B) 20,000 shares of preferred stock of the Company have been
     designated as the Series B Preferred Stock and reserved for issuance
     pursuant to the Rights Agreement, but none of such shares of preferred
     stock has been issued and there is no commitment, arrangement or
     understanding to issue any such shares.

          (ii)    There are no bonds, debentures, notes or other indebtedness
     issued or outstanding having the right to vote on any matters on which
     holders of capital stock of the Company may vote, including without
     limitation the approval of the Preferred Share Issuance, the Warrant
     Issuance and the Restated Certificate, and there is no commitment,
     arrangement or understanding to issue any of such bonds, debentures, notes
     or other indebtedness.

          (iii)   Except as contemplated in the Transaction Documents or as set
     forth in Schedule 3.1(c)(iii) of the Company Disclosure Schedule and except
     for the preferred stock purchase rights issued pursuant to the Rights
     Agreement, there are no outstanding warrants, stock options, stock
     appreciation rights or other rights to receive any capital stock of the
     Company granted by the Company under the Stock Plans or otherwise.
     Schedule 3.1(c)(iii) of the Company Disclosure Schedule sets forth a
     complete and correct list, as of the date hereof, of the number, class and
     series of shares subject to all such outstanding warrants, options, stock
     appreciation rights or other rights to receive any capital stock of the
     Company (collectively, "Company Options"), and the current exercise,
     conversion or base prices thereof.  Except for the Stock Plans and the
     Company Options and except as set forth above in this Section 3.1(c), as of
     the date hereof, there are no outstanding securities, options, warrants,
     calls, rights, commitments, agreements, arrangements or undertakings of any
     kind to which the Company or any of its Subsidiaries is a party or by which
     any of them is bound obligating the Company or any of its Subsidiaries
     under any circumstances to issue, deliver or sell, or cause to be issued,
     delivered or sold, additional shares of capital stock (or other voting or
     equity securities or interests, as applicable) of the Company or of any of
     its Subsidiaries or obligating the Company or any of its Subsidiaries to
     issue, grant, extend or enter into any such security, option, warrant,
     call, right, commitment, agreement, arrangement or undertaking.  Except as
     set forth in Schedule 3.1(c)(iii) of the Company Disclosure Schedule, there
     are no outstanding contractual obligations of the Company or any of its
     Subsidiaries to repurchase, redeem or otherwise acquire any shares of
     capital stock (or other voting or equity securities or interests, as
     applicable) of the Company or any of its Subsidiaries under any
     circumstances.

                                      -13-
<PAGE>

          (iv)  All outstanding shares of capital stock (or other voting or
     equity securities or interests, as applicable) of the Company and its
     Subsidiaries are, and all shares which may be issued under the Company
     Options will be when issued, duly authorized, validly issued, fully paid
     and nonassessable and not subject to preemptive or similar rights.

          (v)   Except as contemplated in the Transaction Documents or as set
     forth in the Stock Plans or in Schedule 3.1(c)(v) of the Company Disclosure
     Schedule, there are not as of the date hereof and there will not be at the
     time of the Closing any stockholder agreements, voting agreements or
     trusts, proxies or other agreements or contractual obligations to which the
     Company or any Subsidiary is a party or bound with respect to the voting or
     disposition of any shares of the capital stock (or other voting or equity
     securities or interests, as applicable) of the Company or any of its
     Subsidiaries and, to the Company's knowledge, as of the date hereof, there
     are no other stockholder agreements, voting agreements or trusts, proxies
     or other agreements or contractual obligations among the stockholders of
     the Company with respect to the voting or disposition of any shares of the
     capital stock (or other voting or equity securities or interests, as
     applicable) of the Company or any of its Subsidiaries.

     (d)  Authority; No Violations; Approvals.

          (i) The Board has approved this Agreement, the other Transaction
     Documents and the transactions contemplated hereby and thereby, has
     declared this Agreement, the other Transaction Documents and the
     transactions contemplated hereby and thereby to be in the best interests of
     the stockholders of the Company and has recommended to the Company's
     stockholders approval of the Preferred Share Issuance, the Warrant Issuance
     and the Restated Certificate.  The Company has all requisite corporate
     power and authority to enter into this Agreement and the other Transaction
     Documents and, subject to receipt of the approval referred to in the next
     following sentence, to consummate the transactions contemplated hereby and
     thereby.  The execution and delivery of this Agreement and the other
     Transaction Documents and the consummation of the transactions contemplated
     hereby and thereby have been duly authorized by all necessary corporate
     action on the part of the Company, other than the approval of the Preferred
     Share Issuance, the Warrant Issuance and the Restated Certificate by the
     Requisite Votes of the stockholders of the Company as provided in Section
     4.1.  This Agreement has been, and at the Closing and at any Option
     Closings, as applicable, the other Transaction Documents will be, duly
     executed and delivered by the Company and, assuming this Agreement and the
     other Transaction Documents constitute the valid, binding and enforceable
     obligations of the other parties thereto, constitute valid and binding
     obligations of the Company enforceable in accordance with their respective
     terms, subject, as to enforceability, to bankruptcy, insolvency,
     reorganization, moratorium and other laws of general applicability relating
     to or affecting creditors' rights and to general principles of equity
     (regardless of whether such enforceability is considered in a proceeding in
     equity or at law).

                                      -14-
<PAGE>

          (ii)   Except as set forth in Schedule 3.1(d)(ii) of the Company
     Disclosure Schedule, the execution and delivery of this Agreement and the
     other Transaction Documents does not, and the consummation of the
     transactions contemplated hereby and thereby 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 any material obligation or to the loss of a material benefit under, or
     give rise to a right of purchase or "put" right under, or result in the
     creation of any Lien upon any of the properties or assets of the Company or
     any of its Subsidiaries under, any provision of (A) the Certificate of
     Incorporation or Bylaws of the Company or any provision of the comparable
     charter or organizational documents of any of its Subsidiaries, (B) the
     Indenture, (C) any other loan or credit agreement, note, bond, mortgage,
     indenture, lease or agreement to which the Company or any of its
     Subsidiaries is a party or is otherwise bound or any existing Approval
     applicable to the Company or any of its Subsidiaries, or (D) assuming the
     Approvals referred to in Section 3.1(d)(iii) are duly and timely obtained
     or made, any Law applicable to the Company or any of its Subsidiaries or
     any of their respective properties or assets, other than, in the case of
     clause (C) or (D), any such conflicts, violations, defaults, rights,
     losses, Liens or Laws that, individually or in the aggregate, have not and
     could not reasonably be expected to (x) have a Material Adverse Effect, (y)
     impair the ability of the Company to perform its obligations under any of
     the Transaction Documents in any material respect or (z) delay in any
     material respect or prevent the consummation of any of the transactions
     contemplated by any of the Transaction Documents.

          (iii)  No Approval of or from any Governmental Entity is required by
     or with respect to the Company or any of its Subsidiaries in connection
     with the execution and delivery of this Agreement or any other Transaction
     Document by the Company or the consummation by the Company of the
     transactions contemplated hereby or thereby, except for: (A) the filing of
     a notification report by the Company under the HSR Act and the expiration
     or termination of the applicable waiting period with respect thereto; (B)
     the filing of the Restated Certificate, the Certificate of Designation and
     the Certificate of Cancellation with the Secretary of State of Delaware in
     accordance with Section 103 of the Delaware General Corporation Law; (C)
     the filing with the SEC of (1) a proxy statement in preliminary and
     definitive form relating to the Stockholders' Meeting to be held in
     connection with the approval of the Preferred Share Issuance, the Warrant
     Issuance and the Restated Certificate (the "Proxy Statement") and (2) such
     reports under Section 13(a) of the Exchange Act and such other compliance
     with the Exchange Act as may be required in connection with this Agreement,
     the other Transaction Documents and the transactions contemplated hereby
     and thereby; (D) such Approvals as are required under the Securities Act in
     connection with the registration rights granted to WIC and Purchaser under
     the Stockholder Agreement; (E) such Approvals as may be required by any
     applicable state securities or "blue sky" laws; (F) such Approvals as may
     be required by any foreign securities, corporate or other Laws; and (G) any
     such Approvals the failure of which to be made or obtained has not and
     could not reasonably be expected to (1) impair the ability of the Company
     to perform its obligations under any of

                                      -15-
<PAGE>

     the Transaction Documents in any material respect or (2) delay in any
     material respect or prevent the consummation of any of the transactions
     contemplated by any of the Transaction Documents.

          (iv)  The Company has received the executed, irrevocable resignation
     of each of Andrew J. Shoup, Jr., Howard Hamilton and John W. Cushing III,
     from the Board (and, in the case of Mr. Shoup, from the offices of
     President and Chief Executive Officer), in each case effective immediately
     following the Closing on the Closing Date.

     (e)  Status of Preferred Shares, Conversion Shares and Dividend Shares.

          (i)   Subject to receipt of the approval of the Preferred Share
     Issuance and the Restated Certificate by the Company's stockholders as
     contemplated by Section 4.1, the issuance and sale of the Preferred Shares
     have been duly authorized by all necessary corporate action on the part of
     the Company (other than the filing of the Restated Certificate and the
     Certificate of Designation with the Secretary of State of Delaware), and
     the Preferred Shares, when delivered to Purchaser at the Closing and any
     Option Closing against payment of the Purchase Price therefor as provided
     herein, will be validly issued, fully paid and nonassessable, and the
     issuance and sale of the Preferred Shares are not and will not be subject
     to preemptive rights of any stockholder of the Company.

          (ii)  Subject to receipt of the approval of the Preferred Share
     Issuance and the Restated Certificate by the Company's stockholders as
     contemplated by Section 4.1, the reservation and issuance of the Conversion
     Shares and the Dividend Shares have been duly authorized by all necessary
     corporate action on the part of the Company (other than the filing of the
     Restated Certificate and the Certificate of Designation with the Secretary
     of State of Delaware), and the Conversion Shares, when issued upon
     conversion of the Preferred Shares in accordance with the terms of the
     Certificate of Designation, and the Dividend Shares, when issued in payment
     of dividends payable on the Preferred Shares in accordance with the terms
     of the Certificate of Designation, will be validly issued, fully paid and
     nonassessable, and the issuance of the Conversion Shares and the Dividend
     Shares are not and will not be subject to preemptive rights of any
     stockholder of the Company.

     (f)  Status of Warrants and Warrant Shares.

          (i)  Subject to receipt of the approval of the Warrant Issuance by the
     Company's stockholders as contemplated by Section 4.1, the issuance and
     sale of the Warrants have been duly authorized by all necessary corporate
     action on the part of the Company, and the Warrants, when issued, sold and
     delivered as provided in the Warrant Purchase Agreement and the Warrant
     Agreement, will be validly issued and will constitute valid and binding
     obligations of the Company enforceable in accordance with the terms of the
     Warrant Agreement, subject, as to enforceability, to bankruptcy,
     insolvency, reorganization, moratorium and other laws of general
     applicability relating to or affecting creditors' rights

                                      -16-
<PAGE>

     and to general principles of equity (regardless of whether such
     enforceability is considered in a proceeding in equity or at law).

          (ii)  Subject to receipt of the approval of the Warrant Issuance by
     the Company's stockholders as contemplated by Section 4.1, the reservation,
     issuance and sale of the Warrant Shares have been duly authorized by all
     necessary corporate action on the part of the Company, and the Warrant
     Shares, when issued and delivered upon exercise of the Warrants in
     accordance with the provisions of the Warrant Agreement, will be validly
     issued, fully paid and nonassessable, and the issuance and sale of the
     Warrant Shares are not and will not be subject to preemptive rights of any
     stockholder of the Company.

     (g) Requisite Votes.  Pursuant to Section 4.1, the Company will seek, at
the Stockholders' Meeting, the approval of (i) each of the Preferred Share
Issuance and the Warrant Issuance by the affirmative vote of (A) a majority of
the total votes cast on the proposal by the holders of Common Stock, in
accordance with Paragraph 312.07 of the NYSE Listed Company Manual, and (B) a
majority of the shares of Common Stock present in person or represented by proxy
at the Stockholders' Meeting and entitled to vote thereon, in accordance with
Section 216 of the Delaware General Corporation Law, and (ii) the Restated
Certificate by the affirmative vote of the holders of a majority of the issued
and outstanding shares of Common Stock entitled to vote thereon (the "Requisite
Votes").  There are no approvals of the Transaction Documents and the
transactions contemplated thereby that are required of the holders of any class
or series of capital stock of the Company under the requirements of the NYSE or
any Law other than the Requisite Votes.

     (h)  Certain Anti-Takeover Provisions; Amendment to Rights Agreement.

          (i)  The Board has duly approved each of WIC and Purchaser, and of WIC
     and Purchaser as a "group" (as such term is used in Rule 13d-5 of the rules
     and regulations promulgated under the Exchange Act), becoming an
     "interested stockholder" within the meaning of Section 203 of the Delaware
     General Corporation Law by reason of the acquisition by WIC and Purchaser
     of the Preferred Shares, the Conversion Shares, the Dividend Shares, the
     Warrants and the Warrant Shares, and such approval is sufficient to render
     inapplicable to the transactions contemplated by the Transaction Documents
     the restrictions contained in such Section 203.

          (ii) The Board has taken all necessary action to amend the Rights
     Agreement so that none of the execution and delivery of this Agreement and
     the other Transaction Documents and the consummation of the transactions
     contemplated hereby and thereby (including, without limitation, the receipt
     of Conversion Shares or Dividend Shares in respect of the Preferred Shares
     or the receipt of Warrant Shares upon the exercise of the Warrants) will
     upon the lapse of any waiting period cause (A) any of WIC, Purchaser or any
     "group" consisting of WIC or Purchaser to constitute an "Acquiring Person"
     (as defined in the Rights Agreement), (B) the preferred stock purchase
     rights issued pursuant to the Rights

                                      -17-
<PAGE>

     Agreement to become exercisable under the Rights Agreement or (C) the
     distribution of "Rights Certificates" (as defined in the Rights Agreement).

          (iii)  The Board has taken, or will take, all necessary action to
     approve the appointment of the Purchaser Designees to the Board so that
     such appointment will not contribute to or result in a "Change of Control"
     as defined in the Indenture.

     (i) SEC Documents.  The Company has made available to WIC a true and
complete copy of each report, schedule, registration statement and definitive
proxy statement filed by the Company with the SEC since December 31, 1997 and
prior to or on the date of this Agreement (the "Company SEC Documents"), which
are all the documents (other than preliminary materials) that the Company was
required to file with the SEC between December 31, 1997 and the date of this
Agreement.  As of their respective dates, the Company SEC Documents complied in
all material respects with the requirements of the Securities Act or the
Exchange Act, as the case may be, and the rules and regulations of the SEC
thereunder applicable to such Company SEC Documents, and none of the Company SEC
Documents contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.  The financial statements of the Company included in the Company
SEC Documents complied as to form in all material respects with the published
rules and regulations of the SEC with respect thereto, were prepared in
accordance with United States generally accepted accounting principles ("GAAP")
applied on a consistent basis during the periods involved (except as may be
indicated in the notes thereto or, in the case of the unaudited statements, as
permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all
material respects and in accordance with applicable requirements of GAAP
(subject, in the case of the unaudited statements, to normal, recurring
adjustments, none of which is material) the consolidated financial position of
the Company and its consolidated Subsidiaries as of their respective dates and
the consolidated results of operations and the consolidated cash flows of the
Company and its consolidated Subsidiaries for the periods presented therein.

     (j) Information Supplied.  None of the information included or incorporated
by reference in the Proxy Statement will, at the date mailed to stockholders of
the Company or at the time of the Stockholders' Meeting or as of the Closing,
contain any statement which, at the time and in the light of the circumstances
under which it is made, is false or misleading with respect to any material fact
or omit to state any material fact necessary in order to make the statements
therein not false or misleading.  The Proxy Statement will comply as to form in
all material respects with the provisions of the Exchange Act.  The
representations and warranties contained in this Section 3.1(j) shall not apply
to statements or omissions in the Proxy Statement based upon information
furnished in writing to the Company by WIC or Purchaser expressly for use
therein.

     (k) Absence of Certain Changes or Events.  Except as set forth in Schedule
3.1(k) of the Company Disclosure Schedule or as disclosed in, or reflected in
the financial statements included in, the Company SEC Documents, or except as
contemplated by this Agreement, since December 31, 1998 the Company and its
Subsidiaries have conducted their business only in the ordinary course

                                      -18-
<PAGE>

consistent with past practice, and there has not occurred: (i) any event that
would have been prohibited by Section 4.4 if the terms of such Section had been
in effect as of and after December 31, 1998; (ii) any material casualties
affecting the Company or any of its Subsidiaries or any material loss, damage or
destruction to any of their respective properties or assets, including the Oil
and Gas Properties; or (iii) any event, circumstance or fact that has or could
reasonably be expected to (x) have a Material Adverse Effect, (y) impair the
ability of the Company to perform its obligations under any of the Transaction
Documents in any material respect or (z) delay in any material respect or
prevent the consummation of any of the transactions contemplated by any of the
Transaction Documents.

     (l) No Undisclosed Material Liabilities.  Except as disclosed in the
Company SEC Documents, there are no material liabilities or obligations of the
Company or any of its Subsidiaries of any kind whatsoever, whether accrued,
contingent, absolute, determined, determinable or otherwise, required by GAAP to
be recognized or disclosed on a consolidated balance sheet of the Company and
its consolidated Subsidiaries or in the notes thereto, other than: (i)
liabilities adequately provided for on the balance sheet of the Company dated as
of September 30, 1999 (including the notes thereto) contained in the Company's
Quarterly Report on Form 10-Q for the three months ended September 30, 1999;
(ii) liabilities incurred in the ordinary course of business consistent with
past practice since September 30, 1999; and (iii) liabilities arising under the
Transaction Documents.

     (m) No Default.  Neither the Company nor any of its Subsidiaries is in
default or violation (and no event has occurred which, with notice or the lapse
of time or both, would constitute a default or violation) of any term, condition
or provision of (i) the Certificate of Incorporation or Bylaws of the Company or
the comparable charter or organizational documents of any of its Subsidiaries,
(ii) any loan or credit agreement, note, bond, mortgage, indenture, lease,
instrument, permit, concession, franchise, license or any other contract,
agreement, arrangement or understanding to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries or
any of their respective properties or assets is bound, or (iii) any Law
applicable to the Company or any of its Subsidiaries, except in the case of
clauses (ii) and (iii), for violations or defaults that, individually or in the
aggregate, have not and could not reasonably be expected to (x) have a Material
Adverse Effect, (y) impair the ability of the Company to perform its obligations
under any of the Transaction Documents in any material respect or (z) delay in
any material respect or prevent the consummation of any of the transactions
contemplated by any of the Transaction Documents.  The Company (i) is not in
breach of or default under any financial covenant under the Restated Credit
Agreement dated May 10, 1999, among the Company, Bank One, Texas, N.A., as
agent, and the other parties thereto (the "Credit Facility") and (ii) does not
have any reason to believe that it will be in breach of or default under any
financial covenant under the Credit Facility as of the next date on which the
Company is required to be in compliance with any such financial covenant (other
than any breaches or defaults which the Company reasonably believes will be
waived by the lenders under the Credit Facility).

                                      -19-
<PAGE>

     (n) Compliance with Applicable Laws.  The Company and each of its
Subsidiaries has in effect all Approvals of all Governmental Entities necessary
for the lawful conduct of their respective businesses, and there has occurred no
default or violation (and no event has occurred which, with notice or the lapse
of time or both, would constitute a default or violation) under any such
Approval, except for failures to obtain, or for defaults or violations under,
Approvals which failures, defaults or violations, individually or in the
aggregate, have not and could not reasonably be expected to (i) have a Material
Adverse Effect, (ii) impair the ability of the Company to perform its
obligations under any of the Transaction Documents in any material respect or
(iii) delay in any material respect or prevent the consummation of any of the
transactions contemplated by any of the Transaction Documents.  Except as
disclosed in the Company SEC Documents, the businesses of the Company and its
Subsidiaries are in compliance with all applicable Laws, except for possible
noncompliance which, individually or in the aggregate, has not had and could not
reasonably be expected to have any effect referred to in clause (i), (ii) or
(iii) above.  No investigation or review by any Governmental Entity with respect
to the Company, any of its Subsidiaries, the transactions contemplated by this
Agreement and the other Transaction Documents, is pending or, to the knowledge
of the Company, threatened, nor has any Governmental Entity indicated to the
Company or any of its Subsidiaries any intention to conduct the same, other than
those the outcome of which, individually or in the aggregate, has not had and
could not reasonably be expected to have any effect referred to in clause (i),
(ii) or (iii) above.

     (o) Litigation.  Except as disclosed in the Company SEC Documents or set
forth in Schedule 3.1(o) of the Company Disclosure Schedule, there is no suit,
action, proceeding or claim, at law or in equity, pending before any
Governmental Entity, or, to the knowledge of the Company, threatened, against
the Company or any of its Subsidiaries ("Litigation"), and neither the Company
nor any of its Subsidiaries is a party to any Litigation, and the Company and
its Subsidiaries have no knowledge of any facts that are likely to give rise to
any Litigation, that, individually or in the aggregate, has or could reasonably
be expected to (i) have a Material Adverse Effect, (ii) impair the ability of
the Company to perform its obligations under any of the Transaction Documents in
any material respect or (iii) delay in any material respect or prevent the
consummation of any of the transactions contemplated by any of the Transaction
Documents, nor is there any Order of any Governmental Entity or arbitrator
outstanding against the Company or any of its Subsidiaries which, individually
or in the aggregate, has had or could reasonably be expected to have any effect
referred to in clause (i), (ii) or (iii) above.

     (p) Certain Agreements.

         (i) Except as set forth in Schedule 3.1(p)(i) of the Company Disclosure
     Schedule or as included as an exhibit to the Company's Annual Report on
     Form 10-K for the year ended December 31, 1998 or Quarterly Reports on Form
     10-Q for the quarters ended March 31, 1999, June 30, 1999 and September 30,
     1999, respectively, there are no (A) employment or consulting Contracts
     (unless such employment or consulting Contracts are terminable without
     liability or penalty on 30 days or less notice), (B) Contracts under which
     the Company or any of its Subsidiaries remains obligated to provide goods
     or services having

                                      -20-
<PAGE>

     a value, or to make payments aggregating (for Debt or otherwise), in excess
     of $500,000 per year with respect to any one Contract, (C) other Contracts
     that are material to the Company and its Subsidiaries, taken as a whole,
     and (D) Contracts with Affiliates, in any such case, to which the Company
     or any Subsidiary is a party or to which the Company or any Subsidiary or
     their respective assets are bound (such Contracts included as exhibits to
     such Company SEC Documents or disclosed or required to be disclosed in
     Schedule 3.1(p)(i), collectively the "Material Contracts"). Each Material
     Contract is a valid and binding obligation of the Company or one of its
     Subsidiaries and, to the knowledge of the Company, of each party thereto
     other than the Company or its respective Subsidiary and is in full force
     and effect.

          (ii)   The Company or the relevant Subsidiary and, to the knowledge of
     the Company, each other party to the Material Contracts, has performed in
     all material respects the obligations required to be performed by it under
     the Material Contracts and is not (with or without lapse of time or the
     giving of notice, or both) in breach or default thereunder in any material
     respect.

          (iii)  Schedule 3.1(p)(iii) of the Company Disclosure Schedule
     identifies, as to each Material Contract, (A) whether the consent of the
     other party thereto is required, (B) whether notice must be provided to any
     party thereto (and the length of such notice) and (C) whether any payments
     are required (and the amount of such payments), in each case in order for
     such Material Contract to continue in full force and effect upon the
     consummation of the transactions contemplated by the Transaction Documents,
     and (D) whether such Material Contract can be canceled by the other party
     without liability to such other party due to the consummation of the
     transactions contemplated by the Transaction Documents.

          (iv)   A complete copy of each written Material Contract has been made
     available to WIC prior to the date of this Agreement.  Schedule 3.1(p)(iv)
     sets forth a written description of each oral Material Contract.

          (v)    The Company has made available to WIC (A) true and correct
     copies of all loan or credit agreements, notes, bonds, mortgages,
     indentures and other agreements and instruments pursuant to which any Debt
     of the Company or any of its Subsidiaries is outstanding or may be incurred
     and (B) accurate information regarding the respective principal amounts
     currently outstanding thereunder.

     (q)  Title.

          (i)    Except as disclosed in the Company SEC Documents or set forth
     in Schedule 3.1(q)(i) of the Company Disclosure Schedule, the Company and
     its Subsidiaries have good and indefeasible title to all leasehold and
     other interests in oil, gas and other mineral properties owned by the
     Company or its Subsidiaries (the "Oil and Gas Properties"), which are
     necessary for the Company or its Subsidiaries to receive from the wells or
     units to be

                                      -21-
<PAGE>

     located on the Oil and Gas Properties, except as has not had and could not
     reasonably be expected to have, individually or in the aggregate, a
     Material Adverse Effect, a percentage of the oil, gas and other
     hydrocarbons produced from such well or unit equal to not less than the
     percentage set forth as the "Net Revenue Interest" in those portions of the
     Reserve Reports attributable thereto, without reduction, suspension, or
     termination throughout the productive life of each such lease, well or
     unit, free and clear of any Liens except for (A) Liens for taxes not yet
     due or with respect to matters being contested by the Company or a
     Subsidiary in good faith and for which adequate reserves are reflected in
     the Company SEC Documents, (B) Liens arising under operating agreements
     securing payments not yet due and payable and (C) other Liens that,
     individually or in the aggregate, could not reasonably be expected to have
     a Material Adverse Effect.  The Company's or a Subsidiary's expense bearing
     interest in any well or unit shall be, except as has not had and could not
     reasonably be expected to have, individually or in the aggregate, a
     Material Adverse Effect, no greater than the percentage set forth as the
     "Working Interest" for such well or unit in those portions of the Reserve
     Reports attributable thereto, without a corresponding and proportional
     increase in the Company's or such Subsidiary's Net Revenue Interest
     applicable thereto. To the knowledge of the Company, the underlying
     historical information used for preparation of the Reserve Reports was, at
     the time of delivery, true and correct in all material respects.

          (ii)   Except as disclosed in the Company SEC Documents or set forth
     in Schedule 3.1(q)(ii) of the Company Disclosure Schedule, the Company and
     its Subsidiaries have good and indefeasible title to all real property and
     good and marketable title to all other material properties and assets owned
     by the Company or its Subsidiaries and good and valid leasehold interests
     in all properties and assets, real or personal, leased by them (in all
     cases excluding the Oil and Gas Properties, which are the subject of the
     representations and warranties in Section 3.1(q)(i)), in each case free and
     clear of any Liens except for (A) Liens for taxes not yet due or with
     respect to matters being contested by the Company or a Subsidiary in good
     faith and for which adequate reserves are reflected in the Company SEC
     Documents, (B) statutory Liens arising in connection with the ordinary
     course of business securing payments not yet due and payable and (C) other
     Liens that, individually or in the aggregate, could not reasonably be
     expected to have a Material Adverse Effect.

     (r) Taxes.  Except as disclosed in the Company's Annual Report on Form 10-K
for the year ended December 31, 1998 or set forth in Schedule 3.1(r) of the
Company Disclosure Schedule and except for matters that, individually or in the
aggregate, have not had and could not reasonably be expected to have a Material
Adverse Effect:

          (i)    Each of the Company and its Subsidiaries has timely filed, or
     has had filed on its behalf in a timely manner (within any applicable
     extension periods), with the appropriate taxing authority all Tax Returns
     with respect to Taxes of the Company and its Subsidiaries;

                                      -22-
<PAGE>

          (ii)   All Taxes due and payable with respect to the Company and its
     Subsidiaries have been paid in full or have been adequately provided for in
     the Company SEC Documents in accordance with GAAP;

          (iii)  There are no outstanding agreements or waivers extending the
     statutory period of limitations applicable to any Tax Returns required to
     be filed by or with respect to the Company or any of its Subsidiaries;

          (iv)   None of the Tax Returns of or with respect to the Company or
     any of its Subsidiaries is currently being audited or examined by any
     taxing authority and there is no action, suit, proceeding, audit or claim
     now pending (or, to the knowledge of the Company, proposed) against or with
     respect to the Company or any of its Subsidiaries in respect of any Tax
     where there is a reasonable possibility of an adverse determination;

          (v)    No deficiency for any Taxes has been assessed with respect to
     the Company or any of its Subsidiaries that has not been abated or paid in
     full;

          (vi)   There are no Liens for Taxes upon any property or asset of the
     Company or any of its Subsidiaries, except for Liens for Taxes not yet due
     or with respect to matters being contested by the Company or a Subsidiary
     in good faith and for which adequate reserves are reflected in the Company
     SEC Documents;

          (vii)  Neither the Company nor any of its Subsidiaries has been a
     member of an affiliated, consolidated, combined or unitary group other than
     one of which the Company is the common parent; and

          (viii) Neither the Company nor any of its Subsidiaries is a party to
     any agreement providing for the allocation or sharing of Taxes with any
     entity that is not, directly or indirectly, a wholly-owned subsidiary of
     the Company.

     For purposes of this Agreement, (i) "Tax" means any net income, alternative
or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem,
value added, transfer, franchise, profits, license, withholding on amounts paid
by the Company or any of its Subsidiaries, payroll, employment, excise,
production, severance, stamp, occupation, premium, property, environmental or
windfall profit tax, custom, duty or other tax, governmental fee or other like
assessment or charge of any kind whatsoever, together with any interest and/or
any penalty, addition to tax or additional amount imposed by any taxing
authority, and (ii) "Tax Return" means all returns, declarations, reports,
estimates, information returns and statements required to be filed by or with
respect to the Company or any of its Subsidiaries in respect of any Taxes.

     (s)  Employee Benefit Matters.

                                      -23-
<PAGE>

          (i)   Schedule 3.1(s) of the Company Disclosure Schedule lists each of
     the following which is sponsored, maintained or contributed to by the
     Company or a Subsidiary, or with respect to which the Company or any
     Subsidiary may have any liability, for the benefit of the employees of the
     Company or a Subsidiary, former employees of the Company or a Subsidiary,
     directors of the Company or a Subsidiary, former directors of the Company
     or a Subsidiary or any agents, consultants or similar representatives
     providing services to or for the Company or a Subsidiary, whether or not
     terminated prior to the Closing Date:

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

                (B) each personnel policy, stock option plan, stock purchase
          plan, stock appreciation rights plan, phantom stock plan, collective
          bargaining agreement, bonus plan or arrangement, incentive award plan
          or arrangement, vacation policy, severance pay plan, policy or
          agreement, deferred compensation agreement or arrangement, executive
          compensation or supplemental income arrangement, consulting agreement,
          employment agreement, change in control agreement and each other
          employee benefit plan, agreement, arrangement, program, practice or
          understanding which is not described in Section 3.1(s)(i)(A) ("Benefit
          Arrangement").

          (ii)  The Company has made available and will furnish to WIC true,
     correct and complete copies of:  (A) each of the Plans, related trusts,
     insurance or group annuity contracts and each other funding or financing
     arrangement relating to any Plan, including all amendments thereto; (B)
     with respect to each Plan required to file such report or furnish such
     description, the most recent Form 5500 and summary plan description; (C)
     all Benefit Arrangements (or descriptions thereof) (other than any
     consulting Contracts that are terminable without liability or penalty on 30
     days or less notice); (D) the most recent actuarial valuation report for
     each Plan subject to Title IV of ERISA; and (E) the most recent
     determination letter from the IRS for each of the Plans intended to be
     qualified under Section 401 of the Code, and any outstanding determination
     letter application for such Plans.

          (iii) Except as set forth in Schedule 3.1(s) of the Company
     Disclosure Schedule and except for matters that, individually or in the
     aggregate, have not had and could not reasonably be expected to have a
     Material Adverse Effect:

                (A) The Company and the Subsidiaries have substantially
          performed all obligations, whether arising by operation of Law or by
          contract, required to be performed by them in connection with the
          Plans and the Benefit Arrangements, and to the knowledge of the
          Company and the Subsidiaries there have been no defaults or violations
          by any other party to the Plans or Benefit Arrangements;

                (B) All reports and disclosures relating to the Plans required
          to be filed with or furnished to Governmental Entities, Plan
          participants or Plan beneficiaries

                                      -24-
<PAGE>

          have been filed or furnished in accordance with applicable Law in a
          timely manner, and each Plan and Benefit Arrangement has been
          administered in substantial compliance with its governing documents;

               (C) Each of the Plans intended to be qualified under Section 401
          of the Code satisfies the requirements of such Section and has
          received a favorable determination letter from the IRS regarding such
          qualified status and has not, since receipt of the most recent
          favorable determination letter, been amended or, to the knowledge of
          the Company or any Subsidiary, operated in a way which would adversely
          affect such qualified status;

               (D) Each Plan and Benefit Arrangement has been administered in
          material compliance with its terms, the applicable provisions of
          ERISA, the Code and all other applicable Laws and the terms of all
          applicable collective bargaining agreements;

               (E) There are no actions, suits or claims pending (other than
          routine claims for benefits) or, to the knowledge of the Company or
          any Subsidiary, threatened against (or any basis therefor), or with
          respect to, any of the Plans or Benefit Arrangements or their assets;

               (F) All contributions required to be made by the Company or a
          Subsidiary to the Plans pursuant to their terms and provisions have
          been made timely;

               (G) No Plan is subject to Title IV of ERISA or is a multiemployer
          plan, as defined in Section 4001(a)(3) of ERISA;

               (H) As to any Plan intended to be qualified under Section 401 of
          the Code, there has been no termination or partial termination of the
          Plan within the meaning of Section 411(d)(3) of the Code;

               (I) No act, omission or transaction has occurred which would
          result (directly or indirectly through any indemnification agreement)
          in imposition on the Company or any Subsidiary of (1) breach of
          fiduciary duty liability damages under Section 409 of ERISA, (2) a
          civil penalty assessed pursuant to subsections (c), (i) or (l) of
          Section 502 of ERISA or (3) a Tax imposed pursuant to Chapter 43 of
          Subtitle D of the Code;

               (J) To the knowledge of the Company and the Subsidiaries, there
          is no matter pending (other than routine qualification determination
          filings) with respect to any of the Plans before the IRS, the
          Department of Labor or the Pension Benefit Guaranty Corporation;

                                      -25-
<PAGE>

                (K) Each trust funding a Plan, which trust is intended to be
          exempt from federal income taxation pursuant to Section 501(c)(9) of
          the Code, satisfies the requirements of such Section and has received
          a favorable exemption letter from the IRS regarding such exempt status
          and has not, since receipt of the most recent favorable exemption
          letter, been amended or operated in a way which would materially
          adversely affect such exempt status;

                (L) Each Plan that is subject to Section 414(l) of the Code is a
          separate plan (within the meaning of Section 414(l) of the Code) of
          the Company or a Subsidiary; and

                (M) The execution and delivery of this Agreement and the
          consummation of the transactions contemplated hereby will not (1)
          require the Company or a Subsidiary to make a larger contribution to,
          or pay greater benefits under, any Plan or Benefit Arrangement than
          would otherwise be required or (2) create or give rise to any
          additional vested rights or service credits under any Plan or Benefit
          Arrangement.

          (iv)  Except as set forth in Schedule 3.1(s) of the Company Disclosure
     Schedule, neither the Company nor any Subsidiary is a party to any
     agreement, nor has it established any policy or practice, requiring it to
     make a payment or provide any other form of compensation or benefit to any
     Person performing services for the Company or any Subsidiary upon
     termination of such services which would not be payable or provided in the
     absence of the consummation of the transactions contemplated by this
     Agreement.

          (v)   Except as set forth in Schedule 3.1(s) of the Company Disclosure
     Schedule, no payments have been or are expected to be made under the Plans
     and Benefit Arrangements which, in the aggregate, would result in all or
     part of such payments not being deductible by the payor under Section 280G
     or 162(m) of the Code.

          (vi)  Except as set forth in Schedule 3.1(s) of the Company Disclosure
     Schedule, neither the Company nor any Subsidiary is a party to or bound by
     any severance agreement involving $50,000 or more with respect to any one
     Person.

          (vii) Except as set forth in Schedule 3.1(s) of the Company Disclosure
     Schedule, (1) no Plan or Benefit Arrangement provides retiree medical or
     retiree life insurance benefits to any Person and neither the Company nor
     any Subsidiary is contractually or otherwise obligated (whether or not in
     writing) to provide any Person with life insurance or medical benefits upon
     retirement or termination of employment, other than as required by the
     provisions of Sections 601 through 608 of ERISA and Section 4980B of the
     Code and (2) each Plan and Benefit Arrangement may be unilaterally
     terminated at any time by the Company or a Subsidiary without material
     liability, other than liability for benefits already accrued as of the date
     of such termination.

                                      -26-
<PAGE>

          (viii)  Except as set forth in Schedule 3.1(s) of the Company
     Disclosure Schedule, no Plan or Benefit Arrangement provides that payments
     pursuant to such Plan or Benefit Arrangement may be made in securities of
     the Company or a Subsidiary, nor does any trust maintained pursuant to any
     Plan or Benefit Arrangement hold any securities of the Company or a
     Subsidiary.

     (t) Employees.  Schedule 3.1(t) of the Company Disclosure Schedule sets
forth by number and employment classification the approximate numbers of
employees employed by the Company and its Subsidiaries as of the date of this
Agreement.  None of said employees is subject to union or collective bargaining
agreements with the Company or a Subsidiary.  Except as set forth in Schedule
3.1(t) of the Company Disclosure Schedule, the Company and its Subsidiaries have
not at any time on or after January 1, 1998 had or, to the knowledge of the
Company, been threatened with any work stoppages or other labor disputes or
controversies with respect to its employees.

     (u) Labor Matters.  Except as set forth in Schedule 3.1(u) of the Company
Disclosure Schedule or disclosed in the Company SEC Documents:

          (i)     Neither the Company nor any of its Subsidiaries is a party to
     any collective bargaining agreement or other current labor agreement with
     any labor union or organization, and there is no current union
     representation question involving employees of the Company or any of its
     Subsidiaries, nor does the Company or any of its Subsidiaries know of any
     activity or proceeding of any labor organization (or representative
     thereof) or employee group (or representative thereof) to organize any such
     employees;

          (ii)    There is no unfair labor practice charge or grievance arising
     out of a collective bargaining agreement or other grievance procedure
     against the Company or any of its Subsidiaries pending, or, to the
     knowledge of the Company, threatened, that, individually or in the
     aggregate, has or could reasonably be expected to (A) have a Material
     Adverse Effect, (B) impair the ability of the Company to perform its
     obligations under any of the Transaction Documents in any material respect
     or (C) delay in any material respect or prevent the consummation of any of
     the transactions contemplated by any of the Transaction Documents;

          (iii)   There is no complaint, lawsuit or proceeding in any forum by
     or on behalf of any present or former employee, any applicant for
     employment or any classes of the foregoing alleging breach of any express
     or implied contract of employment, any Law governing employment or the
     termination thereof or other discriminatory, wrongful or tortious conduct
     in connection with the employment relationship against the Company or any
     of its Subsidiaries pending, or, to the knowledge of the Company,
     threatened, that, individually or in the aggregate, has or could reasonably
     be expected to (A) have a Material Adverse Effect, (B) impair the ability
     of the Company to perform its obligations under any of the Transaction
     Documents in any material respect or (C) delay in any material respect or

                                      -27-
<PAGE>

     prevent the consummation of any of the transactions contemplated by any of
     the Transaction Documents;

          (iv)   There is no strike, dispute, slowdown, work stoppage or lockout
     pending, or, to the knowledge of the Company, threatened, against or
     involving the Company or any of its Subsidiaries that, individually or in
     the aggregate, has or could reasonably be expected to (A) have a Material
     Adverse Effect, (B) impair the ability of the Company to perform its
     obligations under any of the Transaction Documents in any material respect
     or (C) delay in any material respect or prevent the consummation of any of
     the transactions contemplated by any of the Transaction Documents;

          (v)    The Company and its Subsidiaries are in compliance with all
     applicable Laws respecting employment and employment practices, terms and
     conditions of employment, wages, hours of work and occupational safety and
     health, except for non-compliance that, individually or in the aggregate,
     has not and could not reasonably be expected to (A) have a Material Adverse
     Effect, (B) impair the ability of the Company to perform its obligations
     under any of the Transaction Documents in any material respect or (C) delay
     in any material respect or prevent the consummation of any of the
     transactions contemplated by any of the Transaction Documents; and

          (vi)   There is no proceeding, claim, suit, action or governmental
     investigation pending or, to the knowledge of the Company, threatened, in
     respect to which any current or former director, officer, employee or agent
     of the Company or any of its Subsidiaries is or may be entitled to claim
     indemnification from the Company or any of its Subsidiaries pursuant to the
     Certificate of Incorporation or Bylaws of the Company or any provision of
     the comparable charter or organizational documents of any of its
     Subsidiaries, as provided in any indemnification agreement to which the
     Company or any Subsidiary is a party or pursuant to applicable Law that,
     individually or in the aggregate, has or could reasonably be expected to
     (A) have a Material Adverse Effect, (B) impair the ability of the Company
     to perform its obligations under any of the Transaction Documents in any
     material respect or (C) delay in any material respect or prevent the
     consummation of any of the transactions contemplated by any of the
     Transaction Documents.

     (v) Intangible Property.  The Company and its Subsidiaries possess or have
adequate rights to use all material trademarks, trade names, patents, trade
secrets, service marks, brand marks, brand names, computer programs, databases,
industrial designs and copyrights necessary for the operation of the businesses
of each of the Company and its Subsidiaries as such businesses have been
conducted during the three-year period prior to the date hereof (collectively,
the "Intangible Property"), except where the failure to possess or have adequate
rights to use such properties, individually or in the aggregate, has not and
could not reasonably be expected to (i) have a Material Adverse Effect, (ii)
impair the ability of the Company to perform its obligations under any of the
Transaction Documents in any material respect or (iii) delay in any material
respect or prevent the consummation of any of the transactions contemplated by
any of the Transaction Documents.  All

                                      -28-
<PAGE>

of the Intangible Property is owned or licensed by the Company or its
Subsidiaries free and clear of any and all Liens, except those that,
individually or in the aggregate, have not and could not reasonably be expected
to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to
perform its obligations under any of the Transaction Documents in any material
respect or (iii) delay in any material respect or prevent the consummation of
any of the transactions contemplated by any of the Transaction Documents, and
neither the Company nor any such Subsidiary has forfeited or otherwise
relinquished any Intangible Property which forfeiture, individually or in the
aggregate, has had or could reasonably be expected to have any effect referred
to in clause (i), (ii) or (iii) above. To the knowledge of the Company, the use
of the Intangible Property by the Company or its Subsidiaries does not, in any
material respect, conflict with, infringe upon, violate or interfere with or
constitute an appropriation of any right, title, interest or goodwill, including
any intellectual property right, trademark, trade name, patent, trade secret,
service mark, brand mark, brand name, computer program, database, industrial
design, copyright or any pending application therefor of any other Person.
Neither the Company nor any of its Subsidiaries has received any notice of any
claim or otherwise knows that any of the Intangible Property is invalid or
conflicts with the asserted rights of any other Person or has been used or
enforced or has failed to have been used or enforced in a manner that would
result in the abandonment, cancellation or unenforceability of any of the
Intangible Property, except for any such conflict, infringement, violation,
interference, claim, invalidity, abandonment, cancellation or unenforceability
that, individually or in the aggregate, has not and could not reasonably be
expected to (i) have a Material Adverse Effect, (ii) impair the ability of the
Company to perform its obligations under any of the Transaction Documents in any
material respect or (iii) delay in any material respect or prevent the
consummation of any of the transactions contemplated by any of the Transaction
Documents.

     (w)  Environmental Matters.   For purposes of this Agreement:

               (A) "Environmental Laws" means all federal, state and local laws
          (including common laws), rules, regulations, ordinances, orders and
          decrees of any Governmental Entity, whether now in existence or
          hereafter enacted and in effect at the time of Closing, relating to
          pollution or the protection of health, safety, ecology or the
          environment of any jurisdiction in which the Company or any of its
          Subsidiaries owns or operates assets or conducts business or owned or
          operated assets or conducted business (whether or not through a
          predecessor entity) (including ambient air, surface water,
          groundwater, land surface, subsurface strata, natural resources or
          wildlife), including but not limited to laws and regulations relating
          to Releases or threatened Releases of Hazardous Materials or otherwise
          relating to the manufacture, processing, distribution, use, treatment,
          storage, disposal, transport or handling of solid waste or Hazardous
          Materials, and any similar laws, rules, regulations, ordinances,
          orders and decrees of any foreign jurisdiction in which the Company or
          any of its Subsidiaries owns or operates assets or conducts business;

               (B) "Hazardous Materials" means (x) any radioactive materials,
          asbestos in any form that is or could become friable, urea
          formaldehyde foam insulation,

                                      -29-
<PAGE>

          polychlorinated biphenyls or transformers or other equipment that
          contain dielectric fluid containing polychlorinated biphenyls, (y) any
          chemicals, materials or substances which are now defined as or
          included in the definition of "solid wastes," "hazardous substances,"
          "hazardous wastes," "hazardous materials," "extremely hazardous
          substances," "restricted hazardous wastes," "toxic substances" or
          "toxic pollutants," or words of similar import, under any
          Environmental Law and (z) any other chemical, material, substance or
          waste, exposure to which is now prohibited, limited or regulated under
          any Environmental Law in a jurisdiction in which the Company or any of
          its Subsidiaries operates (for purposes of this Section 3.1(w)).

               (C) "Release" means any spill, effluent, emission, leaking,
          pumping, pouring, emptying, escaping, dumping, injection, deposit,
          disposal, discharge, dispersal, leaching or migration into the indoor
          or outdoor environment, or into or out of any property owned, operated
          or leased by the Company or its Subsidiaries; and

               (D) "Remedial Action" means all actions, including any capital
          expenditures, required by a Governmental Entity or required under any
          Environmental Law, or voluntarily undertaken to (w) clean up, restore,
          remove, treat or in any other way ameliorate or address the presence
          or effect of any Hazardous Materials or other substance in the indoor
          or outdoor environment; (x) prevent the Release or threat of Release,
          or minimize the further Release, of any Hazardous Material so it does
          not endanger or threaten to endanger the public or employee health or
          welfare of the indoor or outdoor environment; (y) perform pre-remedial
          studies and investigations or post-remedial monitoring and care
          pertaining or relating to a Release; or (z) bring the Company or its
          Subsidiaries into compliance with any Environmental Law.

     Except as disclosed in the Company SEC Documents or set forth in Schedule
3.1(w) of the Company Disclosure Schedule:

          (i)  The operations of the Company and its Subsidiaries have been
     conducted and are in compliance with all Environmental Laws, except where
     the failure to so comply, individually or in the aggregate, has not and
     could not reasonably be expected to (A) have a Material Adverse Effect, (B)
     impair the ability of the Company to perform its obligations under any of
     the Transaction Documents in any material respect or (C) delay in any
     material respect or prevent the consummation of any of the transactions
     contemplated by any of the Transaction Documents;

          (ii) The Company and its Subsidiaries have obtained all permits,
     licenses and registrations, or applications relating thereto, and have made
     all filings, reports and notices required under applicable Environmental
     Laws for the continued operations of their respective businesses, except
     such matters the lack or failure of which, individually or in the
     aggregate, has not and could not reasonably be expected to (A) have a
     Material Adverse

                                      -30-
<PAGE>

     Effect, (B) impair the ability of the Company to perform its obligations
     under any of the Transaction Documents in any material respect or (C) delay
     in any material respect or prevent the consummation of any of the
     transactions contemplated by any of the Transaction Documents;

          (iii)  The Company and its Subsidiaries are not subject to any
     outstanding written orders issued by, or contracts with, any Governmental
     Entity or other Person respecting (A) Environmental Laws, (B) Remedial
     Action, (C) any Release or threatened Release of a Hazardous Material or
     petroleum or petroleum products or (D) an assumption of responsibility for
     environmental liabilities of another Person, except such orders or
     contracts the compliance with which, individually or in the aggregate, has
     not and could not reasonably be expected to (x) have a Material Adverse
     Effect, (y) impair the ability of the Company to perform its obligations
     under any of the Transaction Documents in any material respect or (z) delay
     in any material respect or prevent the consummation of any of the
     transactions contemplated by any of the Transaction Documents;

          (iv)   The Company and its Subsidiaries have not received any written
     communication alleging, nor are aware of any facts that may reasonably
     indicate, a violation of or liability under any Environmental Law, which
     violation or liability, individually or in the aggregate, could or could
     reasonably be expected to (A) have a Material Adverse Effect, (B) impair
     the ability of the Company to perform its obligations under any of the
     Transaction Documents in any material respect or (C) delay in any material
     respect or prevent the consummation of any of the transactions contemplated
     by any of the Transaction Documents;

          (v)    To the knowledge of the Company, neither the Company nor any of
     its Subsidiaries has any contingent liability in connection with any
     existing Release of any Hazardous Material or petroleum or petroleum
     products into the indoor or outdoor environment (whether on-site or off-
     site) or employee or third party exposure to Hazardous Materials that,
     individually or in the aggregate, has or could reasonably be expected to
     (A) have a Material Adverse Effect, (B) impair the ability of the Company
     to perform its obligations under any of the Transaction Documents in any
     material respect or (C) delay in any material respect or prevent the
     consummation of any of the transactions contemplated by any of the
     Transaction Documents;

          (vi)   The operations of the Company or its Subsidiaries involving the
     generation, transportation, treatment, storage, recycling, reclaiming or
     disposal of hazardous or solid waste, as defined and regulated under 40
     C.F.R. Parts 260-270 (in effect as of the date of this Agreement) or any
     applicable state equivalent, are in compliance with applicable
     Environmental Laws, except where the failure to so comply, individually or
     in the aggregate, has not and could not reasonably be expected to (A) have
     a Material Adverse Effect, (B) impair the ability of the Company to perform
     its obligations under any of the Transaction Documents in any material
     respect, or (C) delay in any material respect or prevent the

                                      -31-
<PAGE>

     consummation of any of the transactions contemplated by any of the
     Transaction Documents; and

          (vii)  There is not now on or in any property of the Company or any
     Subsidiary or, to the knowledge of the Company, any property for which the
     Company or any Subsidiary is potentially liable, any of the following: (A)
     any underground storage tanks or surface impoundments or (B) any on-site
     disposal of Hazardous Material, any of which ((A) or (B) preceding),
     individually or in the aggregate, has or could reasonably be expected to
     (x) have a Material Adverse Effect, (y) impair the ability of the Company
     to perform its obligations under any of the Transaction Documents in any
     material respect or (z) delay in any material respect or prevent the
     consummation of any of the transactions contemplated by any of the
     Transaction Documents.

The effect of all material and immaterial inaccuracies in the underlying
statements contained in the foregoing clauses (i) through (vii), if individually
would not and would not reasonably be expected to (x) have a Material Adverse
Effect, (y) impair the ability of the Company to perform its obligations under
any of the Transaction Documents in any material respect or (z) delay in any
material respect or prevent the consummation of any of the transactions
contemplated by any of the Transaction Documents, would not in the aggregate do
so.

     (x) Insurance.  The Company and its Subsidiaries maintain insurance in such
amounts and covering such risks as are in accordance with normal industry
practice for companies engaged in businesses similar to those of the Company and
its Subsidiaries (taking into account the cost and availability of such
insurance).  Schedule 3.1(x) of the Company Disclosure Schedule sets forth a
schedule of the Company's and each of its Subsidiaries' directors' and officers'
liability insurance.

     (y) No Brokers or Finders.  Schedule 3.1(y) of the Company Disclosure
Schedule sets forth any engagement letter or similar arrangement with any agent,
broker, finder or investment or commercial banker that is applicable to the
transactions contemplated by this Agreement.  Except as set forth in Schedule
3.1(y) of the Company Disclosure Schedule, no agent, broker, finder, investment
or commercial banker or other Person engaged by or acting on behalf of the
Company in connection with the negotiation, execution or performance of this
Agreement is or will be entitled to any brokerage or finder's or similar fee or
other commission as a result of this Agreement.

     (z) Oil and Gas Operations.  In those instances in which the Company or a
Subsidiary serves as operator of a well that is currently a producing well or
undergoing drilling operations, it has drilled and completed (if applicable)
such well, and operated and produced such well, in accordance with generally
accepted oil and gas field practices and in compliance in all material respects
with applicable oil and gas leases and all applicable Laws, except where any
failure or violation could not reasonably be expected to have a Material Adverse
Effect.  All proceeds from the sale of oil, gas and other hydrocarbons produced
by the Company or a Subsidiary are being received by the Company or such
Subsidiary in a timely manner and are not being held in suspense

                                      -32-
<PAGE>

for any reason (except for amounts, individually or in the aggregate, not in
excess of $500,000 and held in suspense in the ordinary course of business).

     (aa)  Marketing of Production.  Except for Contracts included as an exhibit
to the Company's Annual Report on Form 10-K for the year ended December 31, 1998
or Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999, June
30, 1999 and September 30, 1999, respectively, or in Schedule 3.1(p) of the
Company Disclosure Schedule (with respect to all of which Contracts the Company
represents that, to the knowledge of the Company, it or its Subsidiaries are
receiving a price for all production sold thereunder which is computed in
accordance with the terms of the relevant Contract), there exist no Material
Contracts for the sale of the Company's or any Subsidiary's production from the
leasehold and other interests in the Oil and Gas Properties other than (i)
Contracts pertaining to the sale of production at a price equal to or greater
than a price that is the market price from time to time existing in the areas
where the Oil and Gas Properties subject to such agreement or arrangement are
located and (ii) Contracts that are cancelable on 30 days notice or less without
penalty or detriment.

     (bb)  Prepayments.  Except as set forth in Schedule 3.1(bb) of the Company
Disclosure Schedule, neither the Company nor any Subsidiary is obligated, by
virtue of a prepayment arrangement, make-up right under a production sales
Contract containing a "take or pay" or similar provision, production payment or
any other arrangement, to deliver hydrocarbons, or proceeds from the sale
thereof, attributable to any of the Oil and Gas Properties at some future time
without then or thereafter being entitled to receive payment of the contract
price therefor.  The representations and warranties contained in this Section
3.1(bb) are not meant to apply to matters relating to gas imbalances, which are
exclusively covered in Section 3.1(cc).

     (cc)  Gas Imbalances.  Schedule 3.1(cc) of the Company Disclosure Schedule
sets forth, as of December 31, 1998, each gas imbalance and the aggregate, net
gas imbalance position of the Company and its Subsidiaries. Except as disclosed
in the Company SEC Documents or as set forth in Schedule 3.1(cc) of the Company
Disclosure Schedule, neither the Company nor any Subsidiary has (i) any
obligation to deliver gas from the Oil and Gas Properties (or cash in lieu
thereof) to other owners of interests in those properties as a result of past
production by the Company, any Subsidiary or any of their predecessors in excess
of the share to which they were entitled nor (ii) any right to receive
deliveries of gas from the Oil and Gas Properties (or cash in lieu there) from
other owners of interests in those properties as a result of past production by
the Company, any Subsidiary or any of their predecessors of less than the share
to which they were entitled, in either case where the amount of any such gas
imbalance would exceed $100,000.  Any change in the aggregate, net gas imbalance
position of the Company and its Subsidiaries as of December 31, 1999 from such
position as of December 31, 1998 will not have a Material Adverse Effect.

     (dd)  Customers and Suppliers.  None of the current customers or suppliers
of the Company or its Subsidiaries has refused, or communicated in writing to
the Company or any Subsidiary that it will or may refuse, to purchase or supply
products or services from or to the Company or its Subsidiaries or has
communicated in writing to the Company or any Subsidiary that

                                      -33-
<PAGE>

it will or may substantially reduce the amount of production, goods or services
that it is willing to purchase from or supply to the Company or its
Subsidiaries, where any such refusal or reduction would have a Material Adverse
Effect.

     (ee)  Reserve Reports.  The Company acknowledges and agrees that WIC has
been provided with true and complete copies of the Reserve Reports.

     (ff)  Nonconsent Operations. Except as set forth in Schedule 3.1(ff) of the
Company Disclosure Schedule, there are no operations on the Oil and Gas
Properties in which the Company or any Subsidiary has elected not to
participate.

     (gg)  Year 2000 Problem. The Company and its Subsidiaries have reviewed the
areas within their business and operations (including computer software and
hardware) which could be adversely affected by, and have developed or are
developing programs to address on a timely basis, any "Year 2000 Problem" (that
is, the risk that computer hardware or software used by the Company and its
Subsidiaries may be unable to recognize and perform properly date-sensitive
functions involving certain dates prior to and any dates after December 31,
1999). Based on such review and programs, the Company reasonably believes that
any such "Year 2000 Problem" substantially caused by its business or operations
will not, individually or in the aggregate, have, and no such problem or
problems has had, a Material Adverse Effect.

     (hh)  NYSE.  The Company has not received any notification from the NYSE
that it fails to meet the NYSE's minimum listing requirements for continued
listing, nor does the Company have knowledge of any basis for such a
notification.

     (ii)  Hedging.  Except as set forth in Schedule 3.1(ii) of the Company
Disclosure Schedule, as of the date of this Agreement, neither the Company nor
any of its Subsidiaries is bound by futures, hedge, swap, collar, put, call,
floor, cap, option or other similar contracts that are intended to benefit from
or reduce or eliminate the risk of fluctuations in the price of commodities,
including hydrocarbons, or securities (each such contract herein called a
"Hedge" and such activities herein called "Hedging").

     (jj)  Agreement and Irrevocable Proxy.  The Company has obtained from each
of its directors and executive officers and delivered to WIC an Agreement and
Irrevocable Proxy.

     (kk)  Supplemental Information Regarding the HSR Act.  Except for certain
assets of the Company or its Subsidiaries that neither the aggregate fair market
value nor the aggregate book value of which exceed $15,000,000 in the aggregate,
all assets of the Company and its Subsidiaries consist of "reserves of oil,
natural gas, shale or tar sands, or rights to reserves of oil, natural gas,
shale or tar sands, together with associated exploration or production assets"
within the meaning of 16 C.F.R. (S) 802.3.

                                      -34-
<PAGE>

      Section 3.2  Representations and Warranties of WIC and Purchaser.  Each of
WIC and Purchaser represents and warrants to the Company (but only as to itself
and not as to any other party) as follows:

     (a) Organization, Standing and Power.  WIC is a limited liability company
duly organized, validly existing and in good standing under the laws of the
State of Delaware and has the requisite limited liability company power and
authority to carry on its business as now being conducted.  Purchaser is a
corporation, partnership or limited liability company, as the case may be, duly
organized, validly existing and in good standing under the laws of the state of
its formation, and has the requisite corporate, partnership or limited liability
company power and authority to carry on its business as now being conducted.

     (b)  Authority; No Violations; Approvals.

          (i)   Each of WIC and Purchaser has approved the Transaction Documents
     to which it is a party and the transactions contemplated thereby.  WIC has
     all requisite limited liability company power and authority, and Purchaser
     has all requisite corporate, partnership or limited liability company, as
     the case may be, power and authority, to enter into the Transaction
     Documents to which it is a party and to consummate the transactions
     contemplated thereby.  The execution and delivery of the Transaction
     Documents to which it is a party and the consummation of the transactions
     contemplated thereby have been duly authorized by all necessary limited
     liability company action on the part of WIC and all necessary corporate,
     partnership or limited liability company, as the case may be, action on the
     part of Purchaser.  This Agreement has been, and at the Closing and at any
     Option Closings, as applicable, the other Transaction Documents to which it
     is a party will be, duly executed and delivered by WIC and Purchaser and,
     assuming this Agreement and the other Transaction Documents constitute the
     valid, binding and enforceable obligations of the Company, constitute valid
     and binding obligations of WIC and Purchaser enforceable in accordance with
     their respective terms, subject, as to enforceability, to bankruptcy,
     insolvency, reorganization, moratorium and other laws of general
     applicability relating to or affecting creditors' rights and to general
     principles of equity (regardless of whether such enforceability is
     considered in a proceeding in equity or at law).

          (ii)  The execution and delivery of this Agreement and the other
     Transaction Documents does not, and the consummation of the transactions
     contemplated hereby and thereby 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 any
     material obligation or to the loss of a material benefit under, or give
     rise to a right of purchase or "put" right under, or result in the creation
     of any Lien upon any of the properties or assets of WIC or Purchaser under,
     any provision of (A) the organizational documents of WIC or Purchaser, (B)
     any loan or credit agreement, note, bond, mortgage, indenture, lease or
     other agreement to which WIC or Purchaser is a party or is otherwise bound
     or any existing Approval

                                      -35-
<PAGE>

     applicable to WIC or Purchaser or (C) assuming the Approvals referred to in
     Section 3.2(b)(iii) are duly and timely obtained or made, any Law
     applicable to WIC or Purchaser or any of their respective properties or
     assets, other than, in the case of clause (B) or (C), any such conflicts,
     violations, defaults, rights, losses, Liens or Laws that, individually or
     in the aggregate, have not and could not reasonably be expected to (x) have
     a material adverse effect on WIC or Purchaser, (y) impair the ability of
     WIC or Purchaser to perform its obligations under any of the Transaction
     Documents in any material respect or (z) delay in any material respect or
     prevent the consummation of any of the transactions contemplated by any of
     the Transaction Documents.

          (iii)  No Approval of or from any Governmental Entity is required by
     or with respect to WIC or Purchaser in connection with the execution and
     delivery of this Agreement or any other Transaction Document by WIC or
     Purchaser or the consummation by WIC or Purchaser of the transactions
     contemplated hereby or thereby, except for: (A) the filing of a
     notification report by WIC and Purchaser under the HSR Act and the
     expiration or termination of the applicable waiting period with respect
     thereto; and (B) any such Approvals the failure of which to be made or
     obtained has not and could not reasonably be expected to (1) impair the
     ability of WIC or Purchaser to perform its obligations under any of the
     Transaction Documents in any material respect or (2) delay in any material
     respect or prevent the consummation of any of the transactions contemplated
     by any of the Transaction Documents.

     (c) Information Supplied.   None of the information furnished by WIC or
Purchaser in writing for inclusion in the Proxy Statement and which is so
included in the Proxy Statement will, at the date mailed to stockholders of the
Company or at the time of the Stockholders' Meeting or as of the Closing,
contain any statement which, at the time and in the light of the circumstances
under which it is made, is false or misleading with respect to any material fact
or omit to state any material fact necessary in order to make the statements
therein not false or misleading.

     (d) Litigation.  There is no claim, action, suit, inquiry or judicial or
administrative proceeding pending or, to the knowledge of WIC or Purchaser,
threatened against WIC or Purchaser that could reasonably be expected to (i)
impair the ability of WIC or Purchaser to perform its obligations under any of
the Transaction Documents in any material respect or (ii) delay in any material
respect or prevent the consummation of any of the transactions contemplated by
any of the Transaction Documents.

     (e) Investment Intent.  The Preferred Shares, the Warrants and the
Underlying Common Shares to be acquired by WIC or Purchaser are being acquired
for its own account for investment and with no intention of distributing or
reselling such Preferred Shares, Warrants or Underlying Common Shares or any
part thereof or interest therein in any transaction which would be in violation
of any applicable Laws.

                                      -36-
<PAGE>


     (f) WIC and Purchaser Status.  WIC and Purchaser represent and warrant to
and covenant and agree with the Company that (i) at the time WIC and Purchaser
were offered the Preferred Shares and the Warrants, each of them was, (ii) at
the date of execution of this Agreement, WIC is and (iii) at the Closing Date
and at any Option Closing Dates, as applicable, each of them will be, an
accredited investor as defined in Rule 501(a) under the Securities Act.

     (g) No Brokers or Finders.  No agent, broker, finder, investment or
commercial banker or other Person engaged by or acting on behalf of WIC,
Purchaser or their Affiliates in connection with the negotiation, execution or
performance of this Agreement is or will be entitled to any brokerage or
finder's or similar fee or other commission as a result of this Agreement, other
than any such fees or commissions as to which WIC and Purchaser shall have full
responsibility.

     (h) Access to Information.  WIC and Purchaser represent and acknowledge
that they (i) have had access to and the opportunity to review the Company's
properties, assets, financial statements, contracts and other books and records
and have made such investigation with respect thereto as they deem necessary to
enter into the transactions contemplated hereby, (ii) have been afforded the
opportunity to ask appropriate representatives of the Company questions
concerning the business, assets, financial condition and prospects of the
Company and (iii) have been solely responsible for their own due diligence
investigation of the Company and its business, for their own analysis of the
merits and risks of an investment in the Preferred Shares, the Warrants and the
Underlying Common Shares, and for their own analysis of the terms of an
investment in the Preferred Shares, the Warrants and the Underlying Common
Shares.  Nothing contained in this Section 3.2(h) shall in any way limit the
representations and warranties of the Company set forth in this Agreement or the
rights of WIC and Purchaser with respect to any breach of such representations
and warranties.

     (i) No Other Shares.  Except for such rights as are conferred on WIC and
Purchaser by the Transaction Documents, neither WIC, Purchaser nor any of their
Affiliates beneficially owns, directly or indirectly, any shares of capital
stock of the Company.

                                  ARTICLE IV
                                   COVENANTS

     Section 4.1  Stockholder Approval; Proxy Statement.

     (a) The Company shall take all actions necessary in accordance with the
Certificate of Incorporation, the Bylaws, the rules of the NYSE and other
applicable Law to call a meeting of its stockholders (the "Stockholders'
Meeting") to be held as promptly as practicable after the date hereof for the
purpose of approving the Preferred Share Issuance, the Warrant Issuance and the
Restated Certificate.  The Company, WIC and Purchaser shall consult and
cooperate with each other in connection with the Stockholders' Meeting.  Subject
to the provisions of Section 4.1(b), the Company shall cause the Board (i) not
to withdraw, modify or change its recommendation that the Company's stockholders
approve the Preferred Share Issuance, the Warrant Issuance and the

                                      -37-
<PAGE>

Restated Certificate and (ii) to continue to recommend to the stockholders of
the Company the approval of such matters. As promptly as practicable after the
execution of this Agreement, the Company shall prepare and file with the SEC the
Proxy Statement with respect to the approval by the Company's stockholders of
the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate,
which Proxy Statement shall contain the Board's recommendation that the
Company's stockholders approve the Preferred Share Issuance, the Warrant
Issuance and the Restated Certificate. As promptly as practicable after the
clearance of the Proxy Statement by the SEC (but not earlier than the Financing
Commitment Date, unless WIC and Purchaser have previously delivered to the
Company the Commitment Letter), the Company shall mail the Proxy Statement to
its stockholders of record at least 20 calendar days prior to the Stockholders'
Meeting and shall from and after such mailing, unless the Board has taken the
action permitted to be taken by it pursuant to the provisions of Section 4.1(b),
use its reasonable best efforts to solicit and obtain the Requisite Votes of the
stockholders of the Company with respect to approval of the Preferred Share
Issuance, the Warrant Issuance and the Restated Certificate. The Company, WIC
and Purchaser shall cooperate with each other in preparing the Proxy Statement,
and the Company, WIC and Purchaser shall each use its reasonable best efforts to
obtain and furnish as promptly as reasonably practicable the information
required to be included in the Proxy Statement. The Company, WIC and Purchaser
each agrees promptly to correct any information provided by it for use in the
Proxy Statement if and to the extent that such information shall have become
false or misleading in any material respect, and the Company further agrees to
take all steps necessary to cause the Proxy Statement as so corrected to be
filed with the SEC and to be disseminated promptly to its stockholders, in each
case as and to the extent required by applicable Law.

     (b) Notwithstanding anything contained in this Agreement to the contrary,
the Board may at any time prior to the Closing withdraw, modify or change any
recommendation and declaration regarding the Transaction Documents and the
transactions contemplated thereby, or approve, recommend or declare advisable
any Alternative Transaction Proposal, if and only if, after receipt of a
Superior Proposal, in the good faith opinion of the Board, after consultation
with its outside legal counsel, the failure to so withdraw, modify or change its
recommendation and declaration or the failure to so approve, recommend or
declare advisable any Alternative Transaction Proposal will be inconsistent with
the Board's fiduciary obligations under applicable Law.

      Section 4.2  NYSE Listing.  The Company shall submit a listing application
to the NYSE with respect to the Underlying Common Shares as promptly as
practicable after the date hereof, and WIC and Purchaser shall be entitled to
review and comment on such listing application and the submission of any other
materials to the NYSE in connection with the listing of the Underlying Common
Shares.  The Company shall use its reasonable best efforts to cause the
Underlying Common Shares to be approved for listing on the NYSE, subject to
official notice of issuance.

      Section 4.3  Affirmative Covenants of the Company.  The Company hereby
covenants and agrees that, until the earlier of the Closing or the termination
of this Agreement, except as set forth in Schedule 4.3 of the Company Disclosure
Schedule, or unless otherwise expressly contemplated

                                      -38-
<PAGE>

by the Transaction Documents or consented to in writing by WIC and Purchaser
(such consent not to be unreasonably withheld), the Company will and will cause
each of its Subsidiaries to:

     (a) operate its business in the usual and ordinary course consistent with
past practice;

     (b) use all reasonable efforts to preserve substantially intact its
business organization, maintain its rights and franchises, retain the services
of its respective officers and key employees and maintain its relationships with
its respective customers and suppliers;

     (c) use all reasonable efforts to maintain and keep its properties and
assets in as good a repair and condition as at present, ordinary wear and tear
excepted, and use commercially reasonable efforts to maintain supplies and
inventories in quantities consistent with its customary business practices;

     (d) use all reasonable efforts to keep in full force and effect insurance
and bonds comparable in amount and scope of coverage to that currently
maintained;

     (e) consult and cooperate with WIC in an effort to develop a mutually
acceptable Hedging strategy for the Company effective upon the Closing; and

     (f) consult with WIC with respect to the advisability of amending or
replacing the Credit Facility and cooperate in all reasonable respects with WIC
in connection with any discussions between WIC and existing and potential
lenders with respect thereto.

     Section 4.4  Negative Covenants of the Company.  Except as expressly
contemplated by the Transaction Documents or otherwise consented to in writing
by WIC and Purchaser (such consent not to be unreasonably withheld) or as set
forth in Schedule 4.4 of the Company Disclosure Schedule, from the date of this
Agreement until the earlier of the Closing or the termination of this Agreement,
the Company shall not do, and shall not permit any of its Subsidiaries to do,
any of the following:

     (a) acquire, by merging or consolidating with, by purchasing an equity
interest in or a portion of the assets of, or by any other manner, any business
or any corporation, partnership, association or other business organization or
division thereof, or otherwise acquire any assets of any other Person (other
than the purchase of assets in the ordinary course of business and consistent
with past practice);

     (b) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose
of any of its assets, except for pledges or dispositions of assets in the
ordinary course of business and consistent with past practice;

     (c) adopt or propose to adopt any amendments to the Company's Certificate
of Incorporation or Bylaws; reclassify any shares of the Company's capital
stock; adopt resolutions

                                      -39-
<PAGE>

authorizing a liquidation, dissolution, merger, consolidation, restructuring,
recapitalization or other reorganization of the Company or any Subsidiary; or
make any other material changes in the Company's capital structure;

     (d) (i) change in any material respect any method of accounting or
accounting practice, (ii make or rescind any express or deemed election relating
to Taxes, settle or compromise any Litigation, audit or controversy relating to
Taxes, or change any of its methods of reporting income or deductions for
federal or other income Tax purposes from those employed in the preparation of
the federal or other income Tax Returns or other Tax Returns for the taxable
year ended December 31, 1998, except, in the case of either clause (i) or clause
(ii), as may be required by Law or GAAP or (iii) file any material amended Tax
Return;

     (e) incur any Debt, whether or not evidenced by a note, bond, debenture or
similar instrument or under any financing lease, whether pursuant to a sale-and-
leaseback transaction or otherwise, other than (i) Hedging in the ordinary
course and consistent with past practice, (ii) other Debt (which may include
obligations under letters of credit or similar facilities obtained by the
Company to secure its Hedging activities) not to exceed $2,000,000 in the
aggregate at any time outstanding and (iii) other obligations and liabilities
incurred in the ordinary course and consistent with past practice;

     (f) make any loans or advances to any Person, other than (i) advances to
employees in the ordinary and usual course of business not to exceed $10,000 in
the aggregate at any time outstanding and (ii) transactions among or between the
Company and its Subsidiaries with respect to cash management conducted in the
ordinary and usual course of the Company's business;

     (g) declare or pay any dividend or make any other distribution with respect
to its capital stock, other than dividends paid by any Subsidiary to the Company
or another Subsidiary in the ordinary and usual course of the Company's or such
Subsidiary's business;

     (h) issue, sell or deliver (whether through the issuance or granting of
options, warrants, commitments, subscriptions, rights to purchase or otherwise)
any of its capital stock or other securities except (i) pursuant to the Company
Options, (ii) for awards granted automatically under or granted pursuant to
elections made by participants under the Stock Plans after the date hereof or
(iii) pursuant to the awards described in clause (ii); or purchase or otherwise
acquire any of its capital stock, employee or director stock options, warrants
or other equity securities or debt securities;

     (i) enter into, adopt or (except as may be required by Law) amend or
terminate any collective bargaining agreement, Plan or Benefit Arrangement;
approve or implement any employment severance arrangements (provided that this
covenant shall not prohibit payments made in accordance with the Company's or a
Subsidiary's severance policy as in effect on the date hereof and set forth on
Schedule 3.1(s) of the Company Disclosure Schedule), authorize, enter into or
amend any employment, severance, consulting services or other agreement with any
officers or

                                      -40-
<PAGE>

executive management personnel; or change the compensation or benefits provided
to any director, officer or (except in the ordinary and usual course of
business) employee as of the date hereof;

     (j) materially amend, terminate or fail to use all commercially reasonable
efforts to renew any Material Contract (provided that the Company or its
Subsidiaries shall not be required to renew any Material Contract on terms that
are less favorable to the Company or its Subsidiaries), or default in any
material respect (or take or omit to take any action that, with or without the
giving of notice or passage of time, would constitute a material default) under
any Material Contract;

     (k) waive any material right relating to the Oil and Gas Properties that
would not be waived by a reasonably prudent operator;

     (l) release or abandon any of the Oil and Gas Properties, except in the
ordinary course of business;

     (m) convey, farmout or otherwise dispose of any interest in the Oil and Gas
Properties or any part thereof, except in the ordinary course of business;

     (n) with respect to the period commencing on the date hereof and ending on
December 31, 1999 and with respect to each three-month period thereafter, engage
in any material operations, or series of related operations, on any Oil and Gas
Properties that the Company or a Subsidiary has not previously committed to and
that may be expected to cost the Company or a Subsidiary during such period in
excess of $5,000,000 in the aggregate (except for emergency operations, in which
case the Company will promptly notify WIC of such operations), except in the
ordinary course of business;

     (o) enter into any Hedge, except in the ordinary course of business and
consistent with past practice;

     (p) except in the ordinary course of business and consistent with past
practice, enter into, assign, terminate or amend, in any material respect, any
Material Contract or any other contract or agreement by which the Oil and Gas
Properties are bound; or

     (q) agree in writing or otherwise to do any of the foregoing.

     Section 4.5  Reasonable Best Efforts; Financing.

     (a) The Company, WIC and Purchaser each agree to cooperate and use their
reasonable best efforts to obtain (and will promptly prepare all registrations,
filings and applications, requests and notices preliminary to) all Approvals
that may be necessary or reasonably requested by the Company, WIC or Purchaser
to consummate the transactions contemplated by this Agreement and the other
Transaction Documents.

                                      -41-
<PAGE>

     (b) WIC and Purchaser shall use their reasonable best efforts (i) to obtain
for Purchaser debt or equity financing or other funds in an aggregate amount
sufficient to consummate the purchase of the Preferred Shares in accordance with
Section 2.1 (the "Financing") and (ii) in connection therewith, to deliver to
the Company by the Financing Commitment Date a commitment letter (the
"Commitment Letter") from WIC and Purchaser pursuant to which WIC and Purchaser
represent and warrant to the Company that they have obtained the Financing or
have received conditional assurances from other parties regarding the Financing,
and that based upon such assurances they believe in good faith that they will be
able to deliver the Financing by the Closing Date.  Such representations and
warranties shall be deemed to be representations and warranties made by WIC and
Purchaser (including any Persons that have or thereafter become permitted
assignees under Section 9.12) under Section 3.2.  For purposes of this
Agreement, the "Financing Commitment Date" means the later of (i) the 75th day
following the date of this Agreement and (ii) the date the Proxy Statement has
been cleared by the SEC for delivery to the Company's stockholders (either by
written or oral notification to such effect delivered to the Company or its
representative or as a result of the passage of time following the filing of
preliminary proxy materials in accordance with the SEC's proxy rules) (it being
understood and agreed that such clearance shall be deemed to have been obtained
for purposes of this definition if all comments (if any) of the SEC regarding
the Proxy Statement have been resolved and all disclosures therein finalized
other than those relating to the status of the Financing, the identity of
Purchaser and the time of the Stockholders' Meeting); provided, however, that
the provisions of clause (ii) of this sentence shall operate to extend the
Financing Commitment Date beyond the 75th day following the date of this
Agreement only if and for so long as WIC and Purchaser remain in compliance with
their covenants under Sections 4.1(a) and 4.5(a).

     Section 4.6  Other Transaction Documents.  At (and subject to the
occurrence of) the Closing, (a) the Company, WIC and Purchaser shall enter into
the Stockholder Agreement, (b) the Company and WIC shall enter into the
Management Agreement and the Warrant Agreement and (c) the Company shall file
the Restated Certificate, the Certificate of Designation and the Certificate of
Cancellation with the Secretary of State of Delaware in accordance with Section
103 of the Delaware General Corporation Law.  The Company shall cooperate with
WIC to replace the Bylaws of the Company with new bylaws of the Company
effective as of the Closing.  Such new bylaws shall be consistent with the
provisions of the Management Agreement and the Stockholder Agreement and
otherwise be mutually satisfactory to the Company and WIC (the "Restated
Bylaws").

     Section 4.7  HSR Act Notification.  Each of WIC and the Company
contemplates that, assuming the accuracy of the representation and warranty
contained in Section 3.1(kk), no filing under the HSR Act will be required in
connection with the transactions contemplated hereby.  If at any time prior to
the Closing, however, any facts come to the attention of WIC or the Company that
cause it to reasonably believe that such representation and warranty is
inaccurate, WIC and the Company shall immediately cooperate to determine whether
such a filing under the HSR Act will in fact be required.  If WIC and the
Company cannot agree that such a filing will not be required, then each of the
parties hereto shall as promptly as practicable (a) file or cause to be filed
with the Federal Trade Commission and the United States Department of Justice,
all reports and other

                                      -42-
<PAGE>

documents required to be filed by such party under the HSR Act concerning the
transactions contemplated hereby and (b) comply with or cause to be complied
with any requests by the Federal Trade Commission or the United States
Department of Justice for additional information concerning such transactions,
in each case so that the waiting period applicable to this Agreement and the
transactions contemplated hereby under the HSR Act shall expire as soon as
practicable after the execution and delivery of this Agreement. Each party
hereto agrees to request, and to cooperate with the other party or parties in
requesting, early termination of any applicable waiting period under the HSR
Act. All filing fees required under the HSR Act shall be the responsibility of,
and shall be paid by, the Company.

      Section 4.8  Notification of Certain Matters.  The Company shall give
prompt notice to WIC and Purchaser, and WIC and Purchaser shall give prompt
notice to the Company, of (a) the occurrence, or failure to occur, of any event
that causes any representation or warranty of such party contained in this
Agreement to be untrue or inaccurate at any time from the date of this Agreement
to the Closing Date and (b) any failure of such party to comply with or satisfy,
in any material respect, any covenant, condition or agreement to be complied
with or satisfied by such party under this Agreement.

     Section 4.9  No Solicitation by Company.

     (a) The Company agrees that (i) neither it nor any of its Subsidiaries
shall, and it shall not knowingly permit any of its officers, directors,
employees, agents or representatives (including, without limitation, any
investment banker, attorney or accountant retained by it or any of its
Subsidiaries) (collectively, "Company Agents") to, solicit, initiate or
knowingly encourage (including by way of furnishing material non-public
information) any inquiry, proposal or offer (including, without limitation, any
proposal or offer to its stockholders) with respect to an Alternative
Transaction (any such inquiry, proposal or offer herein called an "Alternative
Transaction Proposal") or participate or engage in any discussions or
negotiations concerning an Alternative Transaction Proposal; and (ii) it will
immediately cease and cause to be terminated any existing negotiations with any
third parties conducted heretofore with respect to any of the foregoing and
shall advise its Company Agents to immediately cease all such activities;
provided, however, that nothing contained in this Agreement shall prevent the
Company or the Board from (A) complying with Rules 14d-9 and 14e-2 promulgated
under the Exchange Act with regard to an Alternative Transaction Proposal, or
(B) providing information to, or participating or engaging in any discussions or
negotiations with, any Person (or group of Persons) who has made an unsolicited
Alternative Transaction Proposal with respect to a potential Alternative
Transaction if and only to the extent that (i) the Board determines in good
faith (after consultation with its legal and financial advisors) that such
Alternative Transaction Proposal is reasonably capable of being completed,
taking into account all legal, financial, regulatory and other aspects of the
Alternative Transaction Proposal and the Person making the Alternative
Transaction Proposal, and would, if consummated, result in a transaction more
favorable to the Company's stockholders than the transactions contemplated by
the Transaction Documents (a "Superior Proposal"), (ii) the Board determines in
good faith (after consultation with its outside legal counsel) that the failure
to do so would be

                                      -43-
<PAGE>

inconsistent with its fiduciary obligations under applicable Law, (iii) prior to
providing any information or data to any Person in connection with a Superior
Proposal by any such Person, the Board receives from such Person an executed
confidentiality agreement that is in reasonably customary form and consistent
with the Company's obligations hereunder, and (iv) prior to providing any
information or data to any Person or entering into discussions or negotiations
with any Person, the Board notifies WIC and Purchaser promptly of such
inquiries, proposals or offers received by, any such information requested from,
or any such discussions or negotiations sought to be initiated or continued
with, the Company, any of its Subsidiaries or any of their Company Agents
indicating, in connection with such notice, the identity of such Person and the
material terms and conditions of any proposals or offers.

     (b) The Company shall promptly notify WIC and Purchaser of the receipt of
any Alternative Transaction Proposal, including the identity of the Person
making such inquiry, proposal or offer, and the material terms and conditions of
any such proposal, and shall keep WIC and Purchaser informed on a timely basis
of any material changes with respect thereto.

     (c) Nothing in this Section 4.9 shall permit the Company to enter into any
agreement with respect to an Alternative Transaction Proposal during the term of
this Agreement, it being agreed that during the term of this Agreement, the
Company shall not enter into any agreement with any Person that provides for, or
in any way facilitates, an Alternative Transaction Proposal, other than a
confidentiality agreement that is in reasonably customary form and consistent
with the Company's obligations hereunder.

     (d) For purposes of this Agreement, "Alternative Transaction" means any of
(i) a transaction pursuant to which any Person or Persons other than WIC,
Purchaser or their Affiliates (a "Third Party") acquires or would acquire more
than 5% of the outstanding shares of any class of equity securities of the
Company, whether from the Company or pursuant to a tender offer or exchange
offer or otherwise, (ii) a merger, consolidation or other business combination
involving the Company pursuant to which any Third Party acquires more than 5% of
the outstanding equity securities of the Company or the entity surviving such
merger, consolidation or business combination, or (iii) any transaction pursuant
to which any Third Party acquires or would acquire control of assets (including
for this purpose the outstanding equity securities of Subsidiaries of the
Company and securities of the entity surviving any merger, consolidation or
business combination including any of the Company's Subsidiaries) of the
Company, or any of its Subsidiaries, having a fair market value (as determined
by the Board in good faith) equal to more than 5% of the fair market value of
all the assets of the Company and its Subsidiaries, taken as a whole,
immediately prior to such transaction.

     Section 4.1  Access; Confidentiality.

     (a) At all times during normal business hours from and after the date
hereof until the earlier of the Closing or the termination of this Agreement,
the Company shall afford WIC and Purchaser and their authorized representatives
reasonable access to the properties, employees and

                                      -44-
<PAGE>

officers of the Company and to all books and records of every kind of the
Company as WIC or Purchaser may reasonably request.

     (b) WIC, Purchaser and their Affiliates shall, and shall cause their
representatives to, hold confidential all information relating to the Company or
its Subsidiaries that they have received prior to the date hereof or may receive
on or after the date hereof from the Company or any of its representatives;
provided, however, that the foregoing shall not apply to (i) information that is
or becomes generally available to the public other than as a result of a
disclosure by WIC, Purchaser or any of their Affiliates or representatives in
violation of this Section 4.10(b), (ii) information that is or becomes available
to WIC or Purchaser or any of their representatives on a nonconfidential basis
from a source other than the Company or its Affiliates or representatives,
provided that such source is not known by WIC or Purchaser to be bound by a
confidentiality agreement with or other obligation of secrecy to the Company or
any other party, or (iii) information that is required to be disclosed by WIC or
Purchaser or any of their representatives as a result of any applicable Law;
provided further, however, that in the event information is required to be
disclosed pursuant to clause (iii) above, the Person proposing such disclosure
shall provide to the Company to the extent practicable an opportunity,
reasonably in advance of any such disclosure, to review and comment on the form
and content of such proposed disclosure.

      Section 4.11  Transfer Restrictions.  If WIC or Purchaser should decide to
dispose of any of the Preferred Shares, the Warrants or the Underlying Common
Shares, WIC and Purchaser understand and agree that they may do so only pursuant
to an effective registration statement under the Securities Act or pursuant to
an exemption from registration under the Securities Act.  In connection with any
offer, resale, pledge or other transfer (individually and collectively, a
"Transfer") of any of the Preferred Shares, the Warrants or the Underlying
Common Shares other than pursuant to an effective registration statement, the
Company may require that the transferor of such Preferred Shares, Warrants or
Underlying Common Shares provide to the Company an opinion of counsel, which
opinion shall be reasonably satisfactory in form and substance to the Company,
to the effect that such Transfer is being made pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the Securities
Act and any state or foreign securities Laws.  WIC and Purchaser agree to the
imprinting, so long as appropriate, of substantially the following legend on
certificates representing the Preferred Shares, the Warrants and the Underlying
Common Shares:

     THE SECURITIES (THE "SECURITIES") EVIDENCED HEREBY HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
     "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
     EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
     HEREOF, THE HOLDER AGREES THAT IT WILL NOT OFFER, RESELL, PLEDGE
     OR OTHERWISE TRANSFER (INDIVIDUALLY AND COLLECTIVELY, A
     "TRANSFER") THE SECURITIES EVIDENCED HEREBY, EXCEPT (A) PURSUANT
     TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
     OR (B) PURSUANT TO AN

                                      -45-
<PAGE>

     EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT SUCH AS THE
     EXEMPTION SET FORTH IN RULE 144 UNDER THE SECURITIES ACT (IF
     AVAILABLE). IF THE PROPOSED TRANSFER IS TO BE MADE OTHER THAN
     PURSUANT TO CLAUSE (A) ABOVE, THE HOLDER MUST, PRIOR TO SUCH
     TRANSFER, FURNISH TO THE COMPANY AND THE TRANSFER AGENT SUCH
     CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY
     REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
     PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
     TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY
     STATE OR FOREIGN SECURITIES LAW.

     The legend set forth above may be removed if and when the Preferred Shares
or the Underlying Common Shares, as the case may be, represented by such
certificate are disposed of pursuant to an effective registration statement
under the Securities Act or pursuant to the exemption from registration set
forth in Rule 144 under the Securities Act.  The certificates representing the
Preferred Shares, the Warrants and the Underlying Common Shares shall also bear
any additional legends required by applicable Laws or by the Stockholder
Agreement or the Warrant Agreement. Any such legend may be removed when, in the
opinion of counsel reasonably satisfactory to the Company, such legend is no
longer required under the applicable requirements of such Laws or is no longer
required under the applicable provisions of such agreements, as the case may be.
WIC and Purchaser agree that, in connection with any Transfer of Preferred
Shares or Underlying Common Shares by them pursuant to an effective registration
statement under the Securities Act, WIC and Purchaser will comply with any
applicable  prospectus delivery requirements of the Securities Act. The Company
makes no representation, warranty or agreement as to the availability of any
exemption from registration under the Securities Act with respect to any resale
of Preferred Shares, Warrants or Underlying Common Shares.

                                   ARTICLE V
                           CONDITIONS PRECEDENT TO
                                    CLOSING

     Section 5.1  Conditions Precedent to Each Party's Obligation.  The
respective obligations of the Company, WIC and Purchaser to effect the
transactions contemplated hereby are subject to the satisfaction on or prior to
the Closing Date of the following conditions:

     (a) Stockholder Approval.  The stockholders of the Company shall have
approved the Preferred Share Issuance, the Warrant Issuance and the Restated
Certificate by the Requisite Votes at the Stockholders' Meeting.

     (b) Other Approvals.  All Approvals of, or expirations of waiting periods
imposed by, any Governmental Entity necessary for the consummation of the
transactions contemplated by this

                                      -46-
<PAGE>

Agreement shall have been filed, occurred or been obtained, including the
expiration or termination of any applicable waiting period under the HSR Act.

     (c) No Injunctions or Restraints.  No temporary restraining order,
preliminary or permanent injunction, or other order issued by any court of
competent jurisdiction or other legal restraint or prohibition preventing the
consummation of the transactions contemplated hereby shall be in effect.

     (d) No Governmental Action.  No action shall have been taken nor any
statute, rule or regulation shall have been enacted by any Governmental Entity
that makes the consummation of the transactions contemplated hereby illegal.

     Section 5.2  Conditions Precedent to Obligations of WIC and Purchaser.
The obligations of WIC and Purchaser to effect the transactions contemplated by
this Agreement to be consummated at the Closing is subject to the satisfaction
of the following conditions unless waived, in whole or in part, by WIC and
Purchaser.

     (a) Representations and Warranties.  The representations and warranties of
the Company set forth in this Agreement shall be true and correct in all
material respects (provided that any representation or warranty of the Company
contained herein that is qualified by a materiality standard or a Material
Adverse Effect qualification shall not be further qualified hereby) as of the
date of this Agreement and as of the Closing Date as though made on and as of
the Closing Date, except as otherwise expressly contemplated by this Agreement,
and WIC and Purchaser shall have received a certificate to the foregoing effect
signed on behalf of the Company by the chief executive officer or by the chief
financial officer of the Company.

     (b) Performance of Obligations.  The Company shall have performed in all
material respects (provided that any covenant or agreement that is qualified by
a materiality standard or Material Adverse Effect qualification shall not be
further qualified hereby) all obligations required to be performed by it under
this Agreement prior to the Closing, and WIC and Purchaser shall have received a
certificate to such effect signed on behalf of the Company by the chief
executive officer or by the chief financial officer of the Company.

     (c) Material Adverse Effect.  Since the date of this Agreement, there shall
not have occurred any Material Adverse Effect.

     (d) Consents Under Agreements.  WIC and Purchaser shall have been furnished
with evidence reasonably satisfactory to them of the consent or approval of each
Person that is a party to a Material Contract and whose consent or approval is
required in order to prevent the consummation of the transactions contemplated
by this Agreement from causing or resulting in (i) a breach of such Material
Contract or (ii) the creation in favor of such Person of a right to terminate
such Material Contract, and such consent or approval shall be in form and
substance reasonably satisfactory to WIC and Purchaser; provided that no such
consent or approval shall be required with respect to any

                                      -47-
<PAGE>

employment or consulting Contract identified on Schedule 3.1(s) of the Company
Disclosure Schedule to which the provisions of clause (ii) above would otherwise
apply.

     (e) Legal Opinion.  WIC and Purchaser shall have received from Thompson &
Knight L.L.P., corporate counsel to the Company and its Subsidiaries, an opinion
dated the Closing Date, in substantially the form attached as Exhibit G hereto.
                                                              ---------

     (f) Charter and Bylaws; Certificate of Designation; Certificate of
Cancellation.  The Restated Certificate, the Certificate of Designation and the
Certificate of Cancellation shall have been filed by the Company with the
Secretary of State of Delaware in accordance with Section 103 of the Delaware
General Corporation Law.  The Board shall have approved and adopted the Restated
Bylaws effective as of the Closing.

     (g) Board Composition.  The Company shall have taken all action required to
be taken by it under Section 2.1(a) and (b) of the Stockholder Agreement with
respect to the composition of the Board and the Executive Committee of the Board
immediately following the Closing.

     (h) Financing.  The proceeds of the Financing necessary to consummate the
purchase of the Preferred Shares hereunder shall have been received by
Purchaser.  The condition set forth in the immediately preceding sentence shall
be deemed irrevocably satisfied upon delivery to the Company of the Commitment
Letter.

     (i) NYSE Listing.  The Underlying Common Shares shall have been approved
for listing on the NYSE, subject to official notice of issuance.

     (j) Closing Deliveries.  All documents, instruments, certificates or other
items required to be delivered by the Company pursuant to Section 6.2(b) shall
have been delivered.

      Section 5.3  Conditions Precedent to Obligation of Company.  The
obligation of the Company to effect the transactions contemplated by this
Agreement to be consummated at the Closing is subject to the satisfaction of the
following conditions unless waived, in whole or in part, by the Company:

     (a) Representations and Warranties.  The representations and warranties of
WIC and Purchaser set forth in this Agreement shall be true and correct in all
material respects (provided that any representation or warranty of WIC and
Purchaser contained herein that is qualified by a materiality standard shall not
be further qualified hereby) as of the date of this Agreement and as of the
Closing Date as though made on and as of the Closing Date, except as otherwise
expressly contemplated by this Agreement, and the Company shall have received a
certificate to the foregoing effect signed on behalf of WIC and Purchaser by one
or more managing members or executive officers of WIC and Purchaser.

                                      -48-
<PAGE>

     (b) Performance of Obligations.  WIC and Purchaser shall have performed in
all material respects (provided that any covenant or agreement that is qualified
by a materiality standard shall not be further qualified hereby) all obligations
required to be performed by them under this Agreement prior to the Closing, and
the Company shall have received a certificate to such effect signed on behalf of
WIC and Purchaser by one or more managing members or executive officers of WIC
and Purchaser.

     (c) Legal Opinion.  The Company shall have received from Andrews & Kurth
L.L.P., corporate counsel to WIC and Purchaser, or from such other counsel to
any Purchaser as is reasonably acceptable to the Company, an opinion or opinions
dated the Closing Date, in substantially the form attached as Exhibit H hereto.
                                                              ---------

     (d) Closing Deliveries.  All documents, instruments, certificates or other
items required to be delivered by WIC and Purchaser pursuant to Section 6.2(a)
shall have been delivered.

                                  ARTICLE VI
                                    CLOSING

     Section 6.1  Closing.  Subject to the satisfaction or waiver of the
conditions set forth in Article V, the closing of the purchase and sale of the
Preferred Shares pursuant to Section 2.1 (the "Closing") shall occur (a) at the
offices of Thompson & Knight L.L.P., 1700 Pacific Avenue, Suite 3300, Dallas,
Texas 75201, at 10:00 a.m., local time, on the second Business Day following the
later of (i) satisfaction of the condition to the obligations of the parties set
forth in Section 5.1(a) and (ii) expiration or earlier termination of any
waiting period under the HSR Act applicable to the transactions contemplated
hereby, or (b) at such other location and time as may be mutually agreed upon by
the parties hereto.  The date on which the Closing is required to take place is
herein referred to as the "Closing Date".  All closing transactions at the
Closing shall be deemed to have occurred simultaneously.

     Section 6.2  Actions to Occur at the Closing.

     (a)  At the Closing, WIC and Purchaser, as applicable, shall deliver to the
Company the following:

          (i)    the Purchase Price for the Preferred Shares to be purchased at
     the Closing, in accordance with Section 2.1;

          (ii)   counterparts of the Management Agreement executed by WIC;

          (iii)  counterparts of the Stockholder Agreement executed by WIC and
     Purchaser;

          (iv)   (A) the purchase price for the Warrants in accordance with the
     Warrant Purchase Agreement and (B) counterparts of the Warrant Agreement
     executed by WIC;

                                      -49-
<PAGE>

          (v)    counterparts of the Employment Agreement executed by George K.
     Hickox, Jr.;

          (vi)   the certificates described in Sections 5.3(a) and 5.3(b); and

          (vii)  the opinion of counsel referred to in Section 5.3(c).

     (b) At the Closing, the Company shall deliver to WIC and Purchaser, as
applicable, the following:

          (i)    a share certificate or share certificates representing the
     Preferred Shares to be purchased at the Closing;

          (ii)   counterparts of the Management Agreement executed by the
     Company;

          (iii)  counterparts of the Stockholder Agreement executed by the
     Company;

          (iv)   counterparts of the Warrant Agreement executed by the Company;

          (v)    counterparts of the Employment Agreement executed by the
     Company;

          (vi)   the certificates described in Sections 5.2(a) and 5.2(b);

          (vii)  the original of each consent or approval, if any, pursuant to
     Section 5.2(d);

          (viii) the opinion of counsel referred to in Section 5.2(e); and

          (ix)   a certificate or certificates of the secretary of state or
     similar authority of each of the jurisdictions referred to in the second
     sentence of Section 3.1(a), dated as of a date within five Business Days
     prior to the Closing Date, certifying as to the good standing of the
     Company or its Subsidiary (as the case may be) in such jurisdiction.


                                  ARTICLE VII
                                  TERMINATION

     Section 7.1  Termination.   This Agreement may be terminated prior to the
Closing:

     (a)  by mutual consent of WIC, Purchaser and the Company; or

     (b)  by either WIC and Purchaser, on the one hand, or the Company, on the
other:

                                      -50-
<PAGE>

          (i)    in the event of a breach by the other party of any
     representation, warranty, covenant or agreement of such other party
     contained in this Agreement which (A) would give rise to the failure of a
     condition set forth in Section 5.2(a) or 5.2(b) or Section 5.3(a) or 5.3(b)
     with respect to the Closing, and (B) cannot be cured or, if it is capable
     of being cured, has not been cured within 20 days following receipt by the
     breaching party of written notice of such breach (the "Cure Period")
     (provided that in no event shall the Cure Period extend beyond the date on
     which the Closing is scheduled to take place pursuant to Section 6.1 and
     there shall not be a Cure Period for breaches of the covenants set forth in
     the third sentence of Section 4.1(a) or in Section 4.9); or

          (ii)   if a court of competent jurisdiction or other Governmental
     Entity shall have issued an order, decree or ruling or taken any other
     action (which order, decree or ruling WIC, Purchaser and the Company shall
     use their reasonable best efforts to lift), in each case permanently
     restraining, enjoining or otherwise prohibiting the transactions
     contemplated by this Agreement, and such order, decree, ruling or other
     action shall have become final and nonappealable; or

          (iii)  if the required approval of the stockholders of the Company
     shall not have been obtained by reason of the failure to obtain the
     Requisite Votes upon a vote held at a duly held meeting of stockholders, or
     at any adjournment thereof; or

          (iv)   if the Closing shall not have occurred by the later of (A) June
     15, 2000, and (B) the date to which the Closing Date is extended pursuant
     to Section 6.1; provided, however, that the right to terminate this
     Agreement under this clause (iv) shall not be available to any party whose
     breach of this Agreement has been the cause of, or resulted in, the failure
     of the Closing to occur on or before such date; or

     (c)  by the Company, if, as a result of a Superior Proposal received by the
Company, the Board determines in good faith that its fiduciary obligations under
applicable Law require that such Superior Proposal be accepted; provided that
the Company may not effect such termination pursuant to this Section 7.1(c)
unless and until (i) WIC and Purchaser receive at least one week's prior written
notice from the Company of its intention to effect such termination pursuant to
this Section 7.1(c); (ii) during such week, the Company shall, and shall cause
its respective financial and legal advisors to, consider any adjustment in the
terms and conditions of the Transaction Documents that WIC and Purchaser may
propose; and (iii) the Board shall have concluded in good faith, after
considering applicable provisions of Law and after giving effect to all
adjustments which may be offered by WIC and Purchaser pursuant to clause (ii)
above, on the basis of advice of its outside counsel, that such action is
necessary for the Board to act in a manner consistent with its fiduciary duties
under applicable Law; provided further, that it shall be a condition to the
effectiveness of termination by the Company pursuant to this Section 7.1(c) that
the Company shall have made the payment of the fee to WIC required by Section
9.5(a);

                                      -51-
<PAGE>

     (d) by WIC and Purchaser, if the Company or the Board shall withdraw,
modify or change its recommendation of the Transaction Documents and the
transactions contemplated thereby in a manner adverse to WIC and Purchaser or
approve, recommend or declare advisable any Alternative Transaction Proposal; or

     (e) by WIC, Purchaser or the Company, if the Commitment Letter shall not
have been received by the Company by the Financing Commitment Date; or

     (f) by the Company, (i) in the event of a breach by WIC or Purchaser of its
representations and warranties referred to in clause (ii) of the first sentence
of Section 4.5(b) or its covenants and agreements set forth in Section 4.6 or
(ii) if Purchaser shall not have received the proceeds of the Financing by, or
is otherwise unable or refuses to deliver the total Purchase Price of the
Preferred Shares to be purchased at the Closing on, the date on which the
Closing is scheduled to take place pursuant to Section 6.1.

     The right of any party hereto to terminate this Agreement pursuant to this
Section 7.1 shall remain operative and in full force and effect regardless of
any investigation made by or on behalf of any party hereto, any person
controlling any such party or any of their respective officers, directors,
employees, accountants, consultants, legal counsel, agents or other
representatives, whether prior to or after the execution of this Agreement.

     Section 7.2  Effect of Termination.  In the event of the termination by a
party of this Agreement, written notice thereof shall forthwith be given to the
other party specifying the provision hereof pursuant to which such termination
is made, and this Agreement (except for the provisions of this Section 7.2,
Section 2.4, Section 4.10(b), Article VIII and Article IX, which shall survive
such termination) shall forthwith become null and void.  Subject to the
provisions of Sections 2.4 and 9.5, in the event of a termination of this
Agreement by either the Company, WIC or Purchaser as provided above, there shall
be no liability on the part of the Company, WIC or Purchaser except for
liability arising out of a breach of, or misrepresentation under, this
Agreement.

                                   ARTICLE VII
                                INDEMNIFICATION

     Section 8.1  Indemnification of WIC and Purchaser.  Subject to the
provisions of this Article VIII, the Company agrees to indemnify and hold
harmless the Purchaser Indemnified Parties from and against any and all
Purchaser Indemnified Costs.

     Section 8.2  Indemnification of Company.  Subject to the provisions of
this Article VIII, WIC and each Purchaser agree to indemnify and hold harmless
the Company Indemnified Parties from and against any and all Company Indemnified
Costs.  The indemnification obligation of each Purchaser hereunder shall be
several and not joint, and shall be further limited to a share of the total
Company Indemnified Costs that is proportionate to such Purchaser's share of the
total Purchase Price paid for the Preferred Shares.

                                      -52-
<PAGE>

     Section 8.3  Defense of Third-Party Claims.  An Indemnified Party shall
give prompt written notice to any Person who is obligated to provide
indemnification hereunder (an "Indemnifying Party") of the commencement or
assertion of any action, proceeding, demand or claim by a third party
(collectively, a "third-party action") in respect of which such Indemnified
Party shall seek indemnification hereunder.  Any failure so to notify an
Indemnifying Party shall not relieve such Indemnifying Party from any liability
that it may have to such Indemnified Party under this Article VIII unless the
failure to give such notice materially and adversely prejudices such
Indemnifying Party.  The Indemnifying Party shall have the right to assume
control of the defense of, settle or otherwise dispose of such third-party
action on such terms as it deems appropriate; provided, however, that:

     (a) The Indemnified Party shall be entitled, at its own expense, to
participate in the defense of such third-party action (provided, however, that
the Indemnifying Party shall pay the attorney's fees of one counsel (provided
that if any such third-party action is brought in a jurisdiction other than
Texas, the Indemnifying Party shall also pay the attorney's fees of one local
counsel) to the Indemnified Party if (i) the employment of separate counsel
shall have been authorized in writing by such Indemnifying Party in connection
with the defense of such third-party action, (ii) the Indemnifying Party shall
not have employed counsel reasonably satisfactory to the Indemnified Party to
have charge of such third-party action, (iii) counsel to the Indemnified Party
shall have reasonably concluded that there may be defenses available to the
Indemnified Party that are different from or additional to those available to
the Indemnifying Party, (iv) counsel to the Indemnified Party and the
Indemnifying Party shall have advised their respective clients in writing, with
a copy delivered to the other party, that there is a conflict of interest that
could make it inappropriate under applicable standards of professional conduct
to have common counsel) or (v) the third-party action is a proceeding brought by
a stockholder of the Company (in such stockholder's name or derivatively on
behalf of the Company) in respect of the transactions contemplated by this
Agreement);

     (b) The Indemnifying Party shall obtain the prior written approval of the
Indemnified Party before entering into or making any settlement, compromise,
admission or acknowledgment of the validity of such third-party action or any
liability in respect thereof if, pursuant to or as a result of such settlement,
compromise, admission or acknowledgment, injunctive or other equitable relief
would be imposed against the Indemnified Party or if, in the opinion of the
Indemnified Party, such settlement, compromise, admission or acknowledgment
could have a material adverse effect on its business;

     (c) No Indemnifying Party shall consent to the entry of any judgment or
enter into any settlement that does not include as an unconditional term thereof
the giving by each claimant or plaintiff to each Indemnified Party of a release
from all liability in respect of such third-party action; and

     (d) The Indemnifying Party shall not be entitled to control (but shall be
entitled to participate at its own expense in the defense of), and the
Indemnified Party shall be entitled to have sole control over, the defense or
settlement, compromise, admission or acknowledgment of any

                                      -53-
<PAGE>

third-party action (i) as to which the Indemnifying Party fails to assume the
defense within a reasonable length of time; or (ii) to the extent the third-
party action seeks an order, injunction or other equitable relief against the
Indemnified Party which, if successful, would materially adversely affect the
business, operations, assets or financial condition of the Indemnified Party;
provided, however, that the Indemnified Party shall make no settlement,
compromise, admission or acknowledgment that would give rise to liability on the
part of any Indemnifying Party without the prior written consent of such
Indemnifying Party.

     The parties hereto shall extend reasonable cooperation in connection with
the defense of any third-party action pursuant to this Article VIII and, in
connection therewith, shall furnish such records, information and testimony and
attend such conferences, discovery proceedings, hearings, trials and appeals as
may be reasonably requested.

     Section 8.4  Direct Claims.  In any case in which an Indemnified Party
seeks indemnification hereunder which is not subject to Section 8.3 because no
third-party action is involved, the Indemnified Party shall notify the
Indemnifying Party in writing of any indemnified costs which such Indemnified
Party claims are subject to indemnification under the terms hereof.  The failure
of the Indemnified Party to exercise promptness in such notification shall not
amount to a waiver of such claim unless the resulting delay materially
prejudices the position of the Indemnifying Party with respect to such claim.

     Section 8.5  No Punitive Damages.  Notwithstanding anything contained in
this Agreement to the contrary, in no event shall any party hereto be entitled
to recover any exemplary or punitive damages from any other party hereto on
account of any breach of or misrepresentation under any Transaction Document.

     Section 8.6  Exclusivity.  The parties hereto agree that, in relation to
any breach, default or nonperformance by a party of any of its representations,
warranties, covenants or agreements contained in this Agreement or any
certificates delivered pursuant hereto, the only relief and remedies available
to the other parties hereto in respect of such breach, default or nonperformance
shall be:

          (a) termination of this Agreement, but only if such termination is
     expressly permitted under the provisions of Article VII;

          (b) damages, but only to the extent properly claimable hereunder and
     as limited pursuant to this Article VIII or otherwise hereunder;

          (c) specific performance, but only if such specific performance is
     expressly permitted under the provisions of Section 9.3 and a court of
     competent jurisdiction in its discretion grants the same; and

                                      -54-
<PAGE>

          (d) injunctive or declaratory relief if a court of competent
     jurisdiction in its discretion grants the same.

     The parties hereto also agree that no action for termination or rescission,
or claiming repudiation, of this Agreement may be brought or maintained by any
party against any other party following the Closing no matter how severe, grave
or fundamental any such breach, default or nonperformance may be by such other
party.  Accordingly, the parties hereby expressly waive and forego any and all
rights they may possess to bring any such action.

                                  ARTICLE IX
                                 MISCELLANEOUS

     Section 9.1  Survival of Provisions.

     (a) The representations and warranties of the Company, WIC and Purchaser
made herein or pursuant hereto, and the covenants and agreements of the Company,
WIC and Purchaser made herein that, by their terms, are to be performed or
complied with at or prior to the Closing, shall remain operative and in full
force and effect pursuant to their terms, regardless of (i) any investigation
made by or on behalf of the Company, WIC or Purchaser, as the case may be, or
(ii) acceptance of the Preferred Shares and payment by Purchaser therefor, until
the date that is 12 months following the Closing Date (except as provided in the
following sentence); provided that such representations, warranties, covenants
and agreements shall survive as to any claim or demand made prior to their
termination date until such claim or demand is fully paid or otherwise resolved.
Notwithstanding the general expiration period set forth in the foregoing
sentence, (i) the representations and warranties contained in Sections 3.1(a)
(Organization, Standing and Power), 3.1(b) (Subsidiaries), 3.1(c) (Capital
Structure), 3.1(d) (Authority; No Violations; Approvals), 3.1(e) (Status of
Preferred Shares, Conversion Shares and Dividend Shares), 3.1(f) (Status of
Warrants and Warrant Shares), 3.1(g) (Requisite Votes) and 3.1(h) (Certain Anti-
Takeover Provisions; Amendment to Rights Agreement), and Sections 3.2(a)
(Organization, Standing and Power) and 3.2(b) (Authority; No Violations;
Approvals), shall survive indefinitely, and (ii) the representations and
warranties contained in Sections 3.1(r) (Taxes) and 3.1(w) (Environmental
Matters) shall survive for the term of the statute of limitations applicable to
the underlying substantive matter.

     (b) The covenants and agreements of the Company, WIC and Purchaser
contained in this Agreement that, by their terms, are to be performed or
complied with after the Closing shall survive until the period specified herein
(if any) with respect to such covenant or agreement; provided, however, that
such covenants and agreements shall survive as to any claim or demand in respect
thereof made prior to their termination date until such claim or demand is fully
paid or otherwise resolved.

                                      -55-
<PAGE>

     Section 9.2  No Waiver; Modification in Writing.  No failure or delay on
the part of the Company, WIC or Purchaser in exercising any right, power or
remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
The provisions of this Agreement, including the provisions of this sentence, may
not be amended, modified or supplemented except by an instrument in writing
signed by the Company, WIC and Purchaser, and waivers or consents to departures
from the provisions hereof may not be given without the written consent of the
Company, on the one hand, and WIC and Purchaser, on the other hand, provided
that notice of any such waiver shall be given to each party hereto as set forth
below. Any amendment, supplement or modification of or to any provision of this
Agreement, or any waiver of any provision of this Agreement, shall be effective
only in the specific instance and for the specific purpose for which made or
given.

     Section 9.3  Specific Performance.  The parties recognize that in the
event the Company should refuse to perform under the provisions of this
Agreement or WIC or Purchaser should refuse to perform under the provisions of
Section 2.4(b), 4.10(b), 4.11, 9.5(b), 9.13 or 9.14, monetary damages alone will
not be adequate. The parties shall therefore be entitled, in addition to any
other remedies which may be available hereunder, including money damages, to
obtain specific performance of such provisions. In the event of any action to
enforce such provisions specifically, the parties hereby waive the defense that
there is an adequate remedy at Law.

     Section 9.4  Severability.  If any provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of applicable Law, or public
policy, all other provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated herein are not affected in any manner materially adverse to any
party.  Upon such determination that any provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner in order that the
transactions contemplated herein are consummated as originally contemplated to
the fullest extent possible.

     Section 9.5  Fees and Expenses.

     (a) If this Agreement is terminated by the Company pursuant to Section
7.1(c) or by WIC and Purchaser pursuant to Section 7.1(d) (and provided that
neither WIC nor Purchaser is then in material breach of any of its obligations
hereunder), the Company shall pay to WIC by wire transfer of immediately
available funds, within three Business Days following the date of such
termination (or, with respect to a termination by the Company pursuant to
Section 7.1(c), prior to such termination), a fee in the amount of $500,000.

     (b) Except as otherwise expressly provided in this Agreement, all costs and
expenses (including legal fees and expenses) incurred by a party in connection
with this Agreement and the

                                      -56-
<PAGE>

other Transaction Documents and the transactions contemplated hereby and thereby
shall be borne solely and entirely by such party.

      Section 9.6  Parties in Interest.  This Agreement shall be binding upon
and, except as provided below, inure solely to the benefit of each party hereto
and their respective successors and permitted assigns, and nothing in this
Agreement, except as set forth in Article VIII (which is intended for the
benefit of all Indemnified Parties), express or implied, is intended to confer
upon any other Person any rights or remedies of any nature whatsoever under or
by reason of this Agreement.

      Section 9.7  Notices.  All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally, sent by
facsimile transmission, mailed by registered or certified United States mail
(return receipt requested), or sent by nationally recognized overnight courier
service, to the parties at the following addresses (or at such other address for
a party as shall be specified by like notice):

     (a)  If to WIC or Purchaser, to:

               Wiser Investment Company, LLC
               c/o Douglas P. Heller
               1629 Locust Street
               Philadelphia, Pennsylvania 19103

          with a copy to:

               Andrews & Kurth L.L.P.
               600 Travis Street, Suite 4200
               Houston, Texas 77002
               Attention:  David P. Oelman

     (b)  If to the Company, to:

               8115 Preston Road
               Suite 400
               Dallas, Texas 75225
               Attention:  President

                                      -57-
<PAGE>

          with a copy to:

               Thompson & Knight L.L.P.
               1700 Pacific Avenue, Suite 3300
               Dallas, Texas  75201-4693
               Attention:  Steven K. Cochran

     Any of the above addresses may be changed at any time by notice given as
provided above; provided, however, that any such notice of change of address
shall be effective only upon receipt. All notices, requests or instructions
given in accordance herewith shall be deemed received on the date of delivery,
if hand delivered, on the date of receipt, if sent by facsimile transmission,
three Business Days after the date of mailing, if mailed by registered or
certified mail, return receipt requested, and one Business Day after the date of
sending, if sent by nationally recognized overnight courier service.

     Section 9.8  Counterparts.  This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, all of which
shall be considered one and the same agreement and shall become effective when
one or more counterparts have been signed by each of the parties and delivered
to the other parties, it being understood that all parties need not sign the
same counterpart.

     Section 9.9  Entire Agreement.  This Agreement (which term, for purposes
of this Section 9.9, shall be deemed to include the Exhibits and Schedules
hereto and the other certificates, documents and instruments delivered
hereunder) constitutes the entire agreement of the parties hereto and supersedes
all prior agreements, letters of intent and understandings, both written and
oral, including the Original Stock Purchase Agreement, between the parties with
respect to the subject matter hereof.  There are no representations, warranties,
agreements or covenants other than those expressly set forth in this Agreement.

     Section 9.10  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE
STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF
THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

     Section 9.11  Public Announcements.  The Company, on the one hand, and WIC
and Purchaser, on the other, shall consult with each other before issuing any
press release or otherwise making any public statements with respect to the
Transaction Documents or the transactions contemplated thereby, except for
statements required by Law or by any listing agreements with any national
securities exchange or the National Association of Securities Dealers, Inc., or
made in disclosures filed pursuant to the Securities Act or the Exchange Act.

                                      -58-
<PAGE>

     Section 9.12  Assignment.

     (a) Except as otherwise provided in this Section 9.12, neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any of the parties hereto, whether by operation of Law or otherwise.
Any attempted assignment in violation of this Section 9.12 shall be null and
void.

     (b) With the prior written consent of the Company (which consent shall not
be unreasonably withheld), WIC may assign all of its rights, interests and
obligations (which shall include all its representations and warranties) as
Purchaser hereunder to a corporation, partnership or limited liability company
formed by WIC subsequent to the date of this Agreement and in connection with
the Financing and in which WIC has a significant equity interest, provided that
such assignee expressly assumes such rights, interests and obligations, and the
Company agrees that following such assignment and assumption the Company shall
look only to such assignee in satisfaction of the Company's rights against
Purchaser or the enforcement of the obligations of Purchaser hereunder.

     (c) With the prior written consent of the Company (which consent shall not
be unreasonably withheld), WIC may assign its rights as Purchaser under Sections
2.1 and 2.5 with respect to a portion of the Preferred Shares (which assignment
shall include an assignment of a corresponding part of its rights, interests and
obligations (including its representations and warranties) as Purchaser
hereunder) to not more than eight other accredited investors (as defined in Rule
501(a) under the Securities Act), provided that each such assignee expressly
assumes such rights, interests and obligations, and the Company agrees that
following such assignment and assumption the Company shall look only to such
assignee in satisfaction of the Company's rights against Purchaser or the
enforcement of the obligations of Purchaser hereunder, to the extent of the
obligations assumed by such assignee.

     (d) No assignment and assumption referred to in Section 9.12(b) or (c)
shall be permitted unless (i) the documents evidencing such assignment and
assumption are reasonably satisfactory to the Company in form and substance,
(ii) such documents contain an acknowledgment that such assignee(s) have become
parties to this Agreement in the capacity of Purchaser as if such assignee(s)
had been original signatory parties hereto and agree as Purchaser to be bound by
all the terms and provisions hereof and (iii) such documents have been delivered
to the Company and are effective prior to the Closing Date (in the case of an
assignment of rights under Section 2.1) and prior to the applicable Option
Closing Date (in the case of an assignment of rights under Section 2.5).

     (e) An assignment by WIC pursuant to Section 9.12(b) or 9.12(c) shall not
have any effect on the rights, interests or obligations hereunder that are
applicable to WIC in its capacity other than as Purchaser.

                                      -59-
<PAGE>

     Section 9.13  Independent Determination.  From and after the Closing Date,
all decisions on behalf of the Company as to the payment of indemnification
pursuant hereto and otherwise regarding the Company's rights and obligations
pursuant to the Transaction Documents shall be made by majority vote of a
committee of directors of the Company consisting of all directors of the Company
other than (a) the Purchaser Designees and (b) any directors elected by the
holders of the Series C Preferred Stock pursuant to the provisions of the
Certificate of Designation; provided, however, that nothing contained in this
Section 9.13 shall prevent any Indemnified Party from receiving indemnification
pursuant to some other source (such as, by way of example, the bylaws of the
Company in the event that such Indemnified Party is a director of the Company
and such director seeks indemnification due to circumstances that do not pertain
to an alleged breach of a Transaction Document), and the determination as to
whether indemnification pursuant to such other source is available shall be made
in accordance with the procedures applicable thereto.

                                      -60-
<PAGE>

     In Witness Whereof, each of the parties hereto has caused this Agreement to
be executed by its duly authorized representative as of the date first written
above.

                              THE WISER OIL COMPANY


                              By:________________________________
                                 Name:___________________________
                                 Title:__________________________



                              WISER INVESTMENT COMPANY, LLC


                              By:________________________________
                                 Name:___________________________
                                 Title:__________________________

                                      -61-
<PAGE>

                                                                       EXHIBIT A

                        AGREEMENT AND IRREVOCABLE PROXY

     THIS AGREEMENT AND IRREVOCABLE PROXY (this "Agreement") dated as of
                                                 ---------
December 13, 1999, is by and between       ("Stockholder"), and Wiser Investment
                                             -----------
Company, LLC, a Delaware limited liability company ("WIC").
                                                     ---

                                   RECITALS

     A.  Concurrently with the execution of this Agreement, The Wiser Oil
Company, a Delaware corporation ("Wiser"), and WIC are entering into a Stock
                                  -----
Purchase Agreement (the "Stock Purchase Agreement"). Pursuant to the Stock
                         ------------------------
Purchase Agreement and subject to the terms and conditions therein, (i) Wiser
has agreed to sell and WIC has agreed to purchase 1,000,000 shares of Wiser's
Series C Cumulative Convertible Preferred Stock (the "Preferred Share
Issuance"), (ii) Wiser and WIC have agreed to enter into a Stockholder Agreement
(the "Stockholder Agreement") and a Management Agreement (the "Management
      ---------------------                                    ----------
Agreement") and (iii) Wiser and WIC have agreed to enter into a Warrant
---------
Agreement (the "Warrant Agreement") providing for the issuance (the "Warrant
                -----------------                                    -------
Issuance") by Wiser to WIC of warrants to purchase shares of Wiser's common
--------
stock, par value $0.01 per share (the "Common Stock"). The Stock Purchase
                                       ------------
Agreement, the Stockholder Agreement, the Management Agreement and the Warrant
Agreement are collectively referred to in this Agreement as the "Transaction
                                                                 -----------
Documents," and the transactions contemplated by the Transaction Documents are
---------
referred to in this Agreement as the "Transactions".
                                      ------------

     B.  As of the date hereof, Stockholder (i) owns         shares of Common
Stock or (ii) has the right to vote or direct the vote of an additional
        shares of Common Stock. In addition, the spouse and/or children of
Stockholder own certain other shares of Common Stock, as to which Stockholder
disclaims beneficial ownership. The shares of Common Stock referred to in
clauses (i) and (ii) of the first sentence of this paragraph B (but excluding
any shares of Common Stock hereafter disposed of in accordance with clauses (ii)
and (iii) of Section 6.1(a)) are referred to herein as the "Shares".
                                                            ------

     C.  In consideration of WIC's agreement to enter into the Stock Purchase
Agreement, Stockholder has agreed to (i) vote the Shares in favor of the
Transactions (subject to the irrevocable proxy provided for in Section 2 hereof
                                                               ---------
(the "Proxy")), and (ii) grant to WIC the Proxy covering the Shares to vote in
      -----
favor of the Transactions, all in accordance with the terms set forth in this
Agreement.
<PAGE>

                                   AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing and the representations,
warranties, covenants and agreements contained in this Agreement, the parties
hereto agree as follows:

     1.  Agreement.
         ---------

         1.1  Revocation of Previous Proxies. The Proxy granted under this
              ------------------------------
Agreement shall revoke any other proxy granted by Stockholder at any time with
respect to the Shares and no subsequent proxies will be given by Stockholder
with respect to the Shares while the Proxy is in effect.

         1.2  Agreement to Support the Transactions. At the Stockholders'
              -------------------------------------
Meeting (as defined in the Stock Purchase Agreement), and any other meeting of
Wiser's stockholders held in connection with the Transactions, Stockholder
agrees to vote the Shares:

     (a) in favor of the Preferred Share Issuance, the Warrant Issuance, the
     Restated Certificate (as defined in the Stock Purchase Agreement), and any
     other matter that could reasonably be expected to facilitate the
     Transactions;

     (b) against approval of any proposal made in opposition to the
     consummation of the Transactions; and

     (c) against any merger, consolidation, sale of assets, reorganization, or
     recapitalization of Wiser with any party other than WIC; provided, however,
     that the covenants and agreements contained in this Section 1.2 and in
     Sections 2 and 6.2 hereof are subject to the exercise of any fiduciary duty
     imposed upon the Stockholder by applicable law in his capacity as a
     director of Wiser.

         1.3  Applicability of Voting Agreement. The voting agreement contained
              ---------------------------------
in Section 1.2 shall apply to the Shares whether or not owned by Stockholder.
   -----------

     2.  Proxy with Respect to Shares. Stockholder hereby irrevocably appoints
         ----------------------------
WIC as its attorney-in-fact and proxy, with full power of substitution, to
attend any and all meetings of the stockholders of Wiser and any adjournments
thereof, to execute any and all written consents of stockholders of Wiser, to
vote in such manner as such attorney and proxy or its substitute shall, in its
sole discretion, deem proper, and otherwise act with respect to all of the
Shares that it is entitled to vote at any meeting of stockholders (whether
annual or special and whether or not an adjourned meeting) of Wiser; provided,
                                                                     --------
however, that Stockholder grants a proxy hereunder only with respect to the
-------
following matters that may be presented to the stockholders of Wiser (the
"Designated Matters"):
 ------------------

                                      -2-
<PAGE>

     (a)  votes in favor and approval of the matters Stockholder has agreed to
     vote in favor of in Section 1.2 hereof;
                         -----------

     (b)  votes with respect to the Transactions;

     (c)  votes with respect to any action or agreement that would result in a
     breach of any covenant, representation or warranty or any other obligation
     or agreement of Wiser under the Transaction Documents;

     (d)  votes with respect to any action or agreement that would impede,
     interfere with, delay, postpone or attempt to discourage the Transactions,
     including, but not limited to:

          (i)   any reorganization or liquidation involving Wiser;

          (ii)  any change in the board of directors of Wiser, except as
          otherwise agreed to in writing by WIC; or

          (iii) any material change in the present capitalization of Wiser; and

     (e)  votes relating to any other material change in the corporate structure
     or business of Wiser.

The Stockholder agrees that this Proxy is irrevocable, is coupled with an
interest sufficient in law to support an irrevocable proxy and is granted in
consideration of and as an inducement to cause WIC to enter into the Stock
Purchase Agreement. If subsequent to the date hereof Stockholder is entitled to
vote the Shares on any of the Designated Matters, he shall take all actions
necessary to vote the Shares pursuant to instructions received from WIC on any
of the Designated Matters. This Proxy shall apply to the Shares whether or not
owned by Stockholder.

     3.  Representations and Warranties of Stockholder. Stockholder represents
         ---------------------------------------------
and warrants to WIC as follows:

         3.1  Ownership of Shares. On the date hereof, the Shares described in
              -------------------
clauses (i) and (ii) of paragraph B of the recitals to this Agreement are all of
the shares of Wiser's Common Stock currently beneficially owned by Stockholder
(other than any shares of Common Stock the Stockholder has the right to acquire
pursuant to the exercise of stock options granted to him by Wiser). Stockholder
has good, valid and marketable title to the Shares (other than those Shares not
owned by Stockholder but which he has the right to vote or direct the vote of),
free and clear of all liens, encumbrances, restrictions, options, warrants,
rights to purchase and claims of every kind (other than the encumbrances created
by this Agreement, bona fide loan transactions and restrictions on transfer
under applicable Federal and state securities laws).

                                      -3-
<PAGE>

          3.2  Power; Binding Agreement. Stockholder has the full legal right,
               ------------------------
power and authority to enter into and perform all of Stockholder's obligations
under this Agreement. The execution and delivery of this Agreement by
Stockholder has been authorized by Stockholder and will not violate any other
agreement to which Stockholder is a party, including without limitation, any
voting agreement, stockholders agreement, voting trust or proxy. This Agreement
has been duly executed and delivered by Stockholder and constitutes a legal,
valid and binding agreement of Stockholder, enforceable in accordance with its
terms. Neither the execution nor delivery of this Agreement nor the consummation
by Stockholder of the transactions contemplated hereby will (i) require any
consent or approval of or filing with any governmental or other regulatory body,
except for any necessary filings under the Securities Exchange Act of 1934, as
amended, or (ii) constitute a violation of, conflict with or constitute a
default under, any contract, commitment, agreement, understanding, arrangement
or other restriction of any kind to which Stockholder is a party or by which
Stockholder is bound.

          3.3  Absence of Certain Agreements. Stockholder is not a party to or
               -----------------------------
bound by any agreement, letter of intent or similar agreement (whether written
or oral) with any party other than WIC whereby Stockholder has agreed to
support, directly or indirectly, any proposal or offer (whether or not in
writing and whether or not delivered to the stockholders of Wiser generally) for
a merger or other business combination involving Wiser or to acquire in any
manner, directly or indirectly, a material equity interest in, any voting
securities of, or a substantial portion of the assets of Wiser, other than the
Transactions.

     4.  Termination. This Agreement (other than Section 5) shall terminate on
         -----------                             ---------
the earliest of:

     (a) the date on which WIC and Stockholder mutually consent to terminate
     this Agreement in writing;

     (b) upon the consummation of the Preferred Share Issuance; or

     (c) prior to the consummation of the Preferred Share Issuance, upon the
     termination of the Stock Purchase Agreement in accordance with its terms.

     5.  Expenses. Each party hereto will pay all of its expenses in connection
         --------
with the preparation, execution and performance of this Agreement, except that
Wiser will pay any legal fees incurred by Stockholder in connection with the
negotiation, preparation and execution of this Agreement.

     6.  Certain Covenants of Stockholder.
         --------------------------------

         6.1  No Sale. Except in accordance with the provisions of this
              -------
Agreement, Stockholder agrees, while this Agreement is in effect, not to
directly or indirectly:

                                      -4-
<PAGE>

     (a)  sell, transfer, pledge, encumber, assign or otherwise dispose of, or
     enter into any contract, option or other arrangement or understanding with
     respect to the sale, transfer, pledge, encumbrance, assignment or other
     disposition of, any of the Shares owned by him, except that nothing herein
     shall prevent (i) the pledge of any Shares in connection with a bona fide
     loan transaction, (ii) the disposition of any Shares in accordance with the
     terms of any pledge or similar agreement entered into by Stockholder in
     connection with a bona fide loan transaction, (iii) the sale of any Shares
     from time to time in open market transactions in accordance with Rule 144
     under the Securities Act of 1933 (which sales are made for personal
     financial reasons and not in connection with any transaction described in
     Section 3.3) or (iv) the transfer of any Shares to members of Stockholder's
     family who agree to be bound by the provisions of this Agreement pursuant
     to a written assumption agreement satisfactory to WIC; or

     (b)  grant any proxies with respect to the Shares, deposit any Shares into
     a voting trust or enter into a voting agreement with respect to the Shares.

          6.2  No Action Without Written Consent of WIC. Stockholder agrees,
               ----------------------------------------
while this Agreement is in effect, that he will not vote at a meeting of
stockholders of Wiser or take any action by written consent of stockholders in
lieu of such a meeting on any matter that is subject to the Proxy without the
prior written consent of WIC, except in accordance with this Agreement.

          6.3  Notice re Additional Shares. Stockholder agrees, while this
               ---------------------------
Agreement is in effect, to notify WIC promptly of the number of any shares of
Common Stock acquired by Stockholder after the date hereof.

          6.4  Notices. All notices or other communications required or
               -------
permitted hereunder shall be in writing (except as otherwise provided herein)
and shall be deemed duly given when received by delivery in person, by telecopy
or by certified mail, postage prepaid, or by an overnight courier service,
addressed as follows:

          If to WIC:

               Wiser Investment Company, LLC
               910 Travis, Suite 2130
               Houston, Texas 77002
               Attention: George Hickox
               Telecopy: (713) 659-1799

                                      -5-
<PAGE>

               with copies to:

               Andrews & Kurth L.L.P.
               600 Travis, Suite 4200
               Houston, Texas 77002
               Attention: Thomas M. Hart III
               Telecopy: (713) 238-7128

          If to Stockholder:

               c/o The Wiser Oil Company
               8115 Preston Road, Suite 400
               Dallas, Texas 75225
               Attention: President
               Telecopy: (214) 373-3610

               with copies to:

               Thompson & Knight L.L.P.
               1700 Pacific Avenue, Suite 3300
               Dallas, Texas 75201
               Attention: Steven K. Cochran
               Telecopy: (214) 969-1751

     7.  Entire Agreement; Amendment. This Agreement constitutes the entire
         ---------------------------
agreement between the parties hereto with respect to the subject matter
contained herein and supersedes all prior agreements and understandings between
the parties with respect to such subject matter. This Agreement may not be
modified, amended, altered or supplemented except by an agreement in writing
executed by the party against whom such modification, amendment, alteration or
supplement is sought to be enforced.

     8.  Assigns. This Agreement shall be binding upon, and inure to the benefit
         -------
of, the parties hereto and their respective successors and permitted assigns,
but neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by either of the parties hereto without the prior
written consent of the other party.

     9.  Governing Law. This Agreement, and all matters relating hereto, shall
         -------------
be governed by and construed in accordance with the laws of the State of
Delaware without giving effect to the principles of conflicts of laws thereof.

     10. Specific Performance; Injunctive Relief. The parties agree that in the
         ---------------------------------------
event of a breach of any provision of this Agreement, the aggrieved party may be
without an adequate remedy at law. The parties therefore agree that in the event
of a breach of any provision of this Agreement,

                                      -6-
<PAGE>

the aggrieved party may elect to institute and prosecute proceedings in any
court of competent jurisdiction to enforce specific performance or to enjoin the
continuing breach of such provision, as well as to obtain damages for breach of
this Agreement and such aggrieved party may take any such actions without the
necessity of posting a bond. By seeking or obtaining such relief, the aggrieved
party will not be precluded from seeking or obtaining any other relief to which
it may be entitled.

     11.  Counterparts. This Agreement may be executed in any number of
          ------------
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same document.

     12.  Severability. Any term or provision of this Agreement which is invalid
          ------------
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validly or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable such provision shall be interpreted
to be only so broad as is enforceable.

     13.  Further Assurances. Each party hereto shall execute and deliver such
          ------------------
additional documents as may be reasonably necessary or desirable to carry out
the provisions of this Agreement.

     14.  Third Party Beneficiaries. Nothing in this Agreement, expressed or
          -------------------------
implied, shall be construed to give any person other than the parties hereto any
legal or equitable right, remedy or claim under or by reason of this Agreement
or any provision contained herein.



           [The remainder of this page is intentionally left blank.]

                                      -7-
<PAGE>

     IN WITNESS WHEREOF, WIC and Stockholder have each executed or caused this
Agreement to be executed by its duly authorized officer as of the date and year
first above written.

                                        WISER INVESTMENT COMPANY, LLC



                                        By:    _____________________________
                                        Name:  _____________________________
                                        Title: _____________________________


                                        STOCKHOLDER



                                        ____________________________________
                                        Name:

                                      -8-
<PAGE>

                                                                       EXHIBIT B

                          CERTIFICATE OF DESIGNATIONS
                                      OF
                SERIES C CUMULATIVE CONVERTIBLE PREFERRED STOCK
                                      OF
                             THE WISER OIL COMPANY

                        Pursuant to Section 151 of the
                       Delaware General Corporation Law


     The Wiser Oil Company, a Delaware corporation (the "Corporation"), does
hereby certify in accordance with Section 103 of the Delaware General
Corporation Law (the "DGCL") that the following resolution was duly adopted by
action of the Board of Directors of the Corporation (the "Board"):

     RESOLVED, that pursuant to the authority expressly granted to and vested in
the Board by the provisions of Article Fourth of the Restated Certificate of
Incorporation of the Corporation (the "Certificate of Incorporation"), and
pursuant to Section 151 of the DGCL, the Board hereby creates a series of
preferred stock of the Corporation and hereby states that the voting powers,
designations, preferences and relative, participating, optional or other special
rights of which, and qualifications, limitations or restrictions thereof (in
addition to the provisions set forth in the Certificate of Incorporation which
are applicable to the preferred stock of all classes and series), shall be as
follows:

     Section 1.     Number of Shares and Designation.
                    --------------------------------

     This series of preferred stock shall be designated as the Series C
Cumulative Convertible Preferred Stock (the "Series C Preferred"), and the
number of shares that shall constitute such series shall not be more than
1,000,000 shares, par value $10.00 per share (the "Shares"), which number may be
decreased (but not below the number thereof then outstanding) from time to time
by the Board.

     Section 2.     Dividends.
                    ---------

     2A.  General Obligation.  When, as and if declared by the Board and to the
          ------------------
extent permitted under the DGCL, the Corporation shall pay preferential
dividends in cash or Common Stock (as defined in Section 11 hereof) to the
holders of the Series C Preferred as provided in this Section 2.  Dividends on
each Share of the Series C Preferred shall accrue on a daily basis at the rate
of seven percent (7%) per annum of the Liquidation Value (as defined in Section
11 hereof) of such Share from and including the date of issuance of such Share
to and including the first to occur of (i) the date on which the Liquidation
Value of such Share (plus all accrued and unpaid dividends thereon) is due and
payable to the holder thereof in connection with the Liquidation (as defined in
Section 3 hereof) of the Corporation, (ii) the date on which such Share is
converted into shares of Common Stock hereunder or (iii) the date on which such
Share is otherwise acquired by the Corporation.  Such dividends shall accrue
whether or not they have been declared and whether or
<PAGE>

not there are profits, surplus or other funds of the Corporation legally
available for the payment of dividends.

     2B.  Dividend Payment Dates.  All dividends that have accrued on the Series
          ----------------------
C Preferred shall be payable on March 31, June 30, September 30 and December 31
of each year, beginning on the first such date immediately following the Closing
Date (as defined in Section 11 hereof) (the "Dividend Payment Dates").  All
dividends that have accrued on each Share outstanding during the three-month
period (or other period in the case of an initial Dividend Payment Date) ending
upon such Dividend Payment Date shall be accumulated and shall remain
accumulated dividends with respect to such Share until paid to the holder
thereof; provided, however, that accumulations of dividends accrued on the
Series C Preferred shall not bear interest.  If a Dividend Payment Date falls on
any date other than a Business Day (as defined in Section 11 hereof), the
dividend payment due on such Dividend Payment Date shall be paid on the Business
Day immediately following such Dividend Payment Date, with the same effect as if
paid on the Dividend Payment Date without any additional accrual of dividends
payable in respect of such delay.  Dividends payable on each Dividend Payment
Date shall be paid to record holders of the Shares as they appear on the books
of the Corporation at the close of business on a date fixed by the Board not
more than 60 days immediately preceding the applicable Dividend Payment Date.
Cumulative and unpaid dividends on Series C Preferred for any past quarterly
dividend periods may be paid at any time, without reference to any regular
Dividend Payment Date, to holders of record of such Shares on such date, not
exceeding 60 days immediately preceding the payment date thereof, as may be
fixed by the Board.

     2C.  Distribution of Partial Dividend Payments.  Except as otherwise
          -----------------------------------------
provided herein, if at any time the Corporation pays less than the total amount
of dividends then accrued with respect to the Series C Preferred, such payment
shall be distributed pro rata among the holders thereof based upon the aggregate
accrued but unpaid dividends on the Shares held by each such holder.

     2D.  Payment of Dividends in Common Stock.  The Corporation shall have the
          ------------------------------------
option of paying dividends accruing on the Series C Preferred either in cash, by
the issuance or delivery of shares of Common Stock ("PIK Dividends") or any
combination thereof.  If the Corporation elects to pay any dividends accruing on
the Series C Preferred not in cash but as PIK Dividends, the number of shares of
Common Stock to be issued or delivered in payment of such dividends shall be
determined by dividing the amount of cash that would otherwise be paid by the
average Market Price (as defined in Section 11 hereof) of the Common Stock for
the 10 trading days immediately preceding (but not including) the date of
payment of such PIK Dividend.  If the Corporation pays PIK Dividends, such
payment in shares of Common Stock shall be made pro rata among the holders of
the Series C Preferred based upon the aggregate accrued but unpaid dividends on
the Shares held by each such holder, with cash paid in lieu of the issuance of
fractional shares of Common Stock to the extent permitted under the
Corporation's Loan Agreements (as defined in Section 11 hereof); any amounts not
payable in lieu of fractional shares due to restrictions in the Loan Agreements
shall continue to be payable as accrued and unpaid dividends.  All shares of
Common Stock when issued or delivered as PIK Dividends under this Section 2D
shall be duly and validly issued, fully paid and nonassessable and shall be free
from all taxes (other than income taxes payable by the holder) with

                                      -2-
<PAGE>

respect to the issue thereof and all liens, charges and encumbrances created by,
through or under the Corporation. The Corporation shall at all times reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of the issuance of PIK Dividends, a number of shares of Common
Stock it reasonably determines will be required to be issued as PIK Dividends.
The Corporation shall take all such actions as may be reasonably necessary to
assure that all shares of Common Stock to be issued or delivered as PIK
Dividends may be issued or delivered without violation of any applicable law or
governmental regulation and shall use commercially reasonable efforts to satisfy
any requirements of any domestic securities exchange upon which shares of Common
Stock may be listed with respect to the issuance or delivery of PIK Dividends
(except for official notice of issuance, which shall be immediately delivered by
the Corporation upon each such issuance).

     Section 3.     Liquidation.
                    -----------

     Upon any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary (a "Liquidation"), each holder of Series C Preferred
shall be entitled to receive, out of the assets of the Corporation available for
distribution to stockholders, before any distribution or payment is made upon
any Junior Securities (as defined in Section 11 hereof), an amount in cash equal
to the aggregate Liquidation Value of all Shares held by such holder plus all
accrued and unpaid dividends thereon through the effective date of the
Liquidation.  After payment to the holders of the Series C Preferred in full of
the preferential amounts provided for in this Section 3, the holders of Series C
Preferred shall have no right or claim to any of the remaining assets of the
Corporation. If upon any Liquidation the Corporation's assets to be distributed
among the holders of the Series C Preferred are insufficient to permit payment
to such holders of the aggregate amount which they are entitled to be paid under
this Section 3, then the entire assets available to be distributed to the
Corporation's stockholders shall be distributed pro rata among such holders
based upon the aggregate Liquidation Value (plus all accrued and unpaid
dividends thereon through the effective date of the Liquidation) of the Series C
Preferred held by each such holder.  Not less than 30 days prior to the payment
date stated therein, the Corporation shall mail written notice of any such
Liquidation to each record holder of Series C Preferred as of a date at least
three Business Days prior to the mailing of such notice, setting forth in
reasonable detail the amount of proceeds to be paid with respect to each Share
of the Series C Preferred and each share of Common Stock in connection with such
Liquidation (assuming no conversion of Shares into Common Stock).  At any time
prior to a Liquidation, the holders of the Series C Preferred shall be entitled
to convert their Shares into Common Stock in accordance with the provisions of
Section 6 hereof.  Neither the consolidation or merger of the Corporation into
or with any other entity or entities (whether or not the Corporation is the
surviving entity), nor the sale, conveyance, exchange or transfer (for cash,
securities or other consideration) by the Corporation of all or any part of its
assets, nor the reduction of the capital stock of the Corporation nor any other
form of recapitalization or reorganization affecting the Corporation shall be
deemed to be a Liquidation within the meaning of this Section 3.

                                      -3-
<PAGE>

     Section 4.     Priority of Series C Preferred on Dividends and Redemptions.
                    -----------------------------------------------------------

     So long as any Series C Preferred remains outstanding, without the prior
written consent of the holders of at least two-thirds of the outstanding Shares,
and except for any repurchases of Common Stock in odd-lot tender offers, the
Corporation shall not, nor shall it permit any Subsidiary (as defined in Section
11 hereof) to, redeem, purchase or otherwise acquire directly or indirectly for
value any Junior Securities, nor shall the Corporation declare or pay any
dividend or make any distribution upon any Junior Securities, if at the time of
or immediately after any such redemption, purchase, acquisition, dividend or
distribution the Corporation has failed to pay the full amount of dividends
accrued on the Series C Preferred for all quarterly dividend periods terminating
on or prior to the date on which such redemption, purchase, acquisition,
dividend or distribution is to occur; provided that the foregoing shall not
prohibit the purchase or other acquisition of Junior Securities or rights to
acquire Junior Securities from directors, officers or employees of the
Corporation or its Subsidiaries in connection with the termination of their
directorships or employment.

     Section 5.     Voting Rights.
                    -------------

     5A.  Voting Procedures.  The holders of the Series C Preferred shall be
          -----------------
entitled to notice of all meetings of the Corporation's stockholders in
accordance with the Corporation's bylaws and applicable law.  Each Share of
Series C Preferred shall have one (1) vote per Share, except that when the
holders of the Series C Preferred and the Common Stock shall vote together as a
single class, then each holder of Series C Preferred shall be entitled to the
number of votes with respect to such holder's Shares of Series C Preferred equal
to the number of whole shares of Conversion Stock (as defined in Section 11
hereof) into which such Shares would have been converted under the provisions of
Section 6A hereof (whether or not such holder is then entitled to convert such
Shares under such Section) at the Conversion Price (as defined in Section 11
hereof) in effect on the record date for determining stockholders entitled to
vote on such matters or, if no record date is specified, as of the date of such
vote.

     5B.  General Voting Rights.  The holders of the Series C Preferred shall
          ---------------------
vote together as a single class with the holders of the Common Stock as provided
in Section 5A hereof on all matters submitted to a vote of the holders of the
Common Stock.  Except as otherwise expressly provided herein or by applicable
law, the holders of the Shares of Series C Preferred shall not be entitled to
vote as a separate class on any matters submitted to a vote of the stockholders.

     5C.  Special Voting Rights.  In addition to the voting rights provided in
          ---------------------
Section 5B hereof and any voting rights provided by applicable law, so long as
any Series C Preferred remains outstanding, (i) the holders of at least two-
thirds of the Series C Preferred outstanding must approve, voting separately as
a class, any amendment to the Certificate of Incorporation that would alter or
change the powers, preferences or special rights of the Shares of Series C
Preferred so as to affect them adversely and (ii) the holders of a majority of
the Series C Preferred outstanding must approve, voting separately as a class,
any proposed issuance of capital stock of the Corporation that ranks pari passu
with or senior to the Series C Preferred as to dividends or assets, or any
proposed issuance of capital stock of the Corporation that is required to be
redeemed by the Corporation at any time that

                                      -4-
<PAGE>

any Shares of Series C Preferred are outstanding, whether upon the occurrence of
certain events or otherwise.

     Section 6.     Conversion.
                    ----------

     6A.  Conversion at Option of Holder.
          ------------------------------

          (i) At any time and from time to time after the 90th day following the
Closing Date, any holder of Series C Preferred may convert all or any portion of
the Series C Preferred held by such holder into a number of shares of Common
Stock computed by dividing (x) the total amount of Liquidation Value (plus the
aggregate accrued but unpaid dividends, if any) represented by the Shares to be
converted by (y) the Conversion Price then in effect.

          (ii) Each conversion of Series C Preferred pursuant to this Section 6A
shall be deemed to have been effected as of the close of business on the date on
which the certificate or certificates representing the Series C Preferred to be
converted (duly endorsed or assigned to the Corporation or in blank) have been
surrendered for conversion during normal business hours at the principal office
of the Corporation, accompanied by written notice to the Corporation that the
holder thereof elects to convert all or any portion of such Shares.
Notwithstanding the immediately preceding sentence, if a conversion of Series C
Preferred pursuant to this Section 6A is to be made in connection with or in
anticipation of a material transaction affecting the Corporation, such
conversion may, at the election of the holder thereof, be conditioned upon the
consummation of such transaction, in which case such conversion (a) shall not be
deemed to be effective until immediately prior to the consummation of such
transaction and (b) shall be made based upon the Conversion Price in effect
immediately prior to the consummation of such transaction.

     6B.  Mandatory Conversions.
          ---------------------

          (i) If, at any time from and after the Closing Date, the Market Price
of the Common Stock exceeds $10.00 per share (which amount shall be
proportionately adjusted for any recapitalization, stock split, reverse stock
split, stock dividend or similar event resulting in a change in the shares of
Common Stock) on each of 60 consecutive trading days, then all Shares of the
Series C Preferred then outstanding shall automatically be deemed to have been
surrendered by the holders thereof for conversion (and shall be automatically
converted) into shares of Common Stock as provided in the next following
sentence effective as of the close of business on the last day of such 60-day
period.  Each holder's Shares of Series C Preferred shall be converted into a
number of shares of Common Stock computed by dividing (x) the total amount of
Liquidation Value (plus the aggregate accrued but unpaid dividends, if any)
represented by such holder's Shares by (y) the Conversion Price in effect as of
the close of business on the last day of such 60-day period.

          (ii) The Corporation shall have the right, at its sole option, to
convert all, but not less than all, of the then outstanding Shares of Series C
Preferred into shares of Common Stock as provided in the next following sentence
effective as of the close of business on the Business Day immediately preceding
the date of consummation of any Corporate Change (as defined in Section 6G

                                      -5-
<PAGE>

hereof); provided, however, that such conversion shall be subject to and
conditioned upon the consummation of such Corporate Change.  If the Corporation
elects to exercise this special conversion right and the Corporate Change is
consummated, each holder's Shares of Series C Preferred shall automatically be
deemed to have been surrendered by such holder for conversion (and shall be
automatically converted) into a number of shares of Common Stock computed by
dividing (x) the total amount of Liquidation Value (plus the aggregate accrued
but unpaid dividends, if any) represented by such holder's Shares by (y) the
Conversion Price in effect as of the close of business on the Business Day
immediately preceding the date of consummation of such Corporate Change. The
Corporation  may exercise this special conversion right by mailing to the
holders of record of the Series C Preferred at least 20 days in advance of the
expected effective date of the Corporate Change a written notice of its election
to do so, which notice shall include (a) a summary description of the Corporate
Change, (b) a statement that the Corporation elects to exercise its special
conversion right under this Section 6B(ii) in connection with such Corporate
Change and (c) the expected effective date of such Corporate Change.  The
exercise by the Corporation of this special conversion right shall be
irrevocable.

          (iii)     All Shares of the Series C Preferred that remain outstanding
at the close of business on the Mandatory Conversion Date (as defined in Section
11 hereof) shall automatically be deemed to have been surrendered by the holders
thereof for conversion (and shall be automatically converted) into shares of
Common Stock as provided in the next following sentence effective as of the
close of business on the Mandatory Conversion Date.  Each holder's Shares of
Series C Preferred shall be converted into a number of shares of Common Stock
computed by dividing (x) the total amount of Liquidation Value (plus the
aggregate accrued but unpaid dividends, if any) represented by such holder's
Shares by (y) the Conversion Price in effect as of the close of business on the
Mandatory Conversion Date.

     6C.  Conversion Procedures.
          ---------------------

          (i)  At the time any conversion of Series C Preferred pursuant to this
Section 6 has been effected, the rights of the holder of the Shares converted as
a holder of Series C Preferred shall cease, and the person or persons in whose
name or names any certificate or certificates for shares of Conversion Stock are
to be issued upon such conversion shall be deemed to have become the holder or
holders of record of the shares of Conversion Stock represented thereby.

          (ii) As soon as practicable after a conversion of Series C Preferred
pursuant to this Section 6 has been effected (but in any event within five
Business Days thereafter), the Corporation shall deliver or cause to be
delivered to the record holder of the Shares converted:

               (a) unless in book-entry form, a certificate or certificates
     representing the number of shares of Conversion Stock issuable by reason of
     such conversion in such name or names and such denomination or
     denominations as such holder has specified;

               (b) payment in cash of the amount, if any, payable under
     subparagraph (vi) below with respect to fractional shares upon such
     conversion; and

                                      -6-
<PAGE>

               (c) a certificate representing any Shares of Series C Preferred
     that were represented by the certificate or certificates delivered to the
     Corporation in connection with such conversion but which were not
     converted;

provided, however, that in the event of a conversion of the Series C Preferred
pursuant to Section 6B hereof, the items referred to in clauses (a) and (b)
above shall be delivered as soon as practicable (but in any event within five
Business Days) after the certificates representing the Shares are actually
surrendered for conversion during normal business hours at the principal office
of the Corporation.

          (iii)  The issuance or delivery of certificates for shares of
Conversion Stock upon conversion of Series C Preferred shall be made without
charge to the holders of such Series C Preferred for any issuance tax in respect
thereof or other cost incurred by the Corporation in connection with such
conversion and the related issuance of shares of Conversion Stock; provided,
however, that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
such certificate in a name other than that of the record holder of Shares
converted.

          (iv)   The Corporation shall not close its books against the transfer
of Series C Preferred or of Conversion Stock issued or issuable upon conversion
of Series C Preferred in any manner that interferes in any material respect with
the timely conversion of Series C Preferred. The Corporation shall assist and
cooperate with any holder of Shares required to make any governmental filings or
obtain any governmental approvals prior to or in connection with any conversion
of Shares hereunder (including, without limitation, making any filings required
to be made by the Corporation).

          (v)    The Corporation shall at all times reserve and keep available
out of its authorized but unissued shares of Common Stock, solely for the
purpose of issuance upon the conversion of the Series C Preferred, such number
of shares of Common Stock issuable upon the conversion of all outstanding Series
C Preferred. All shares of Common Stock which are so issuable shall be free of
preemptive rights and shall, when issued, be duly and validly issued, fully paid
and nonassessable and free from all taxes (other than income taxes payable by
the holder) with respect to the issue thereof and all liens, charges and
encumbrances created by, through or under the Corporation. The Corporation shall
not take any action which would cause the number of authorized but unissued
shares of Common Stock to be less than the number of such shares required to be
reserved hereunder for issuance upon conversion of the Series C Preferred.

          (vi)   If any fractional interest in a share of Conversion Stock
would, except for the provisions of this subparagraph (vi), be delivered upon
any conversion of the Series C Preferred, the Corporation, in lieu of delivering
the fractional share therefor, shall pay an amount to the holder thereof equal
to the Market Price of such fractional interest as of the third Business Day
preceding the date of conversion to the extent permitted under the Corporation's
Loan Agreements.

                                      -7-
<PAGE>

     6D.  Conversion Price.
          ----------------

          (i)   The initial Conversion Price shall be $4.25. In order to prevent
dilution of the conversion rights granted under this Section 6, the Conversion
Price shall be subject to adjustment from time to time pursuant to this Section
6D.

          (ii)  If and whenever after the Closing Date, the Corporation issues
or sells for cash, marketable securities or cash equivalents, or in accordance
with Section 6E hereof is deemed to have issued or sold for cash, marketable
securities or cash equivalents, any Common Stock for a consideration per share
less than the average Market Price of the Common Stock for the 30 trading days
immediately preceding (but not including) the date of such issue or sale, then
immediately upon such issue or sale the Conversion Price shall be reduced to the
Conversion Price determined by multiplying the Conversion Price in effect
immediately prior to such issue or sale by a fraction, the numerator of which
shall be the sum of (1) the number of shares of Common Stock Deemed Outstanding
(as defined in Section 11 hereof) immediately prior to such issue or sale plus
(2) the number of shares of Common Stock which the aggregate consideration
received (and deemed to be received hereunder) by the Corporation upon such
issue or sale would purchase at such average Market Price, and the denominator
of which shall be the number of shares of Common Stock Deemed Outstanding
immediately after such issue or sale.

          (iii) Notwithstanding anything contained herein to the contrary,
no adjustment of the Conversion Price pursuant to this Section 6D or Section 6E
hereof shall be made (a) upon the issuance or conversion of Series C Preferred
or the payment of any PIK Dividend, (b) upon the issuance or sale of Common
Stock, Options (as defined in Section 11 hereof) or Convertible Securities (as
defined in Section 11 hereof) to directors, officers and employees of the
Corporation and its Subsidiaries pursuant to the terms of any employee benefit
or similar plans of the Corporation or any of its Subsidiaries, including the
issuance or sale of Common Stock pursuant to any such Options or Convertible
Securities as are outstanding as of the Closing Date, (c) upon the issuance or
sale of Common Stock or Options pursuant to the terms of the Warrant Agreement
(as defined in Section 11 hereof), (d) on account of any change in the terms of
or any expiration or termination of any of the Options or Convertible Securities
referred to in clauses (b) and (c) above or (e) in connection with any of the
events or upon the issuance or sale of any Common Stock, Options or Convertible
Securities referred to in Sections 7 and 8 hereof.

     6E.  Effect on Conversion Price of Certain Events.  For purposes of
          --------------------------------------------
determining the adjusted Conversion Price under Section 6D hereof, the following
shall be applicable:

          (i) Issuance of Options.  If the Corporation in any manner grants,
              -------------------
issues or sells any Options and the price per share for which Common Stock is
issuable upon the exercise of such Options, or upon conversion or exchange of
any Convertible Securities issuable upon the exercise of such Options, is less
than the average Market Price of the Common Stock for the 30 trading days
immediately preceding (but not including) the date of such grant, issue or sale
of Options, then the total maximum number of shares of Common Stock issuable
upon the exercise of such Options or upon conversion or exchange of the total
maximum amount of such Convertible Securities issuable

                                      -8-
<PAGE>

upon the exercise of such Options shall be deemed to be outstanding and to have
been issued and sold by the Corporation at the time of the granting, issue or
sale of such Options for such price per share. For purposes of this Section
6E(i), the "price per share for which Common Stock is issuable" shall be
determined by dividing (a) the total amount, if any, received or receivable by
the Corporation as consideration for the granting, issue or sale of such
Options, plus the minimum aggregate amount of additional consideration payable
to the Corporation upon exercise of all such Options, plus in the case of such
Options which relate to Convertible Securities, the minimum aggregate amount of
additional consideration, if any, payable to the Corporation upon the issuance
or sale of such Convertible Securities and the conversion or exchange thereof,
by (b) the total maximum number of shares of Common Stock issuable upon the
exercise of such Options or upon the conversion or exchange of all such
Convertible Securities issuable upon the exercise of such Options. No further
adjustment of the Conversion Price shall be made when Convertible Securities are
actually issued upon the exercise of such Options or when Common Stock is
actually issued upon the exercise of such Options or the conversion or exchange
of such Convertible Securities.

          (ii)  Issuance of Convertible Securities.  If the Corporation in any
                ----------------------------------
manner issues or sells any Convertible Securities and the price per share for
which Common Stock is issuable upon conversion or exchange thereof is less than
the average Market Price of the Common Stock for the 30 trading days immediately
preceding (but not including) the date of such issue or sale of Convertible
Securities, then the total maximum number of shares of Common Stock issuable
upon conversion or exchange of such Convertible Securities shall be deemed to be
outstanding and to have been issued and sold by the Corporation at the time of
the issuance or sale of such Convertible Securities for such price per share.
For purposes of this Section 6E(ii), the "price per share for which Common Stock
is issuable" shall be determined by dividing (a) the total amount received or
receivable by the Corporation as consideration for the issue or sale of such
Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Corporation upon the conversion or
exchange thereof, by (b) the total maximum number of shares of Common Stock
issuable upon the conversion or exchange of all such Convertible Securities.  No
further adjustment of the Conversion Price shall be made when Common Stock is
actually issued upon the conversion or exchange of such Convertible Securities,
and if any such issue or sale of such Convertible Securities is made upon
exercise of any Options for which adjustments of the Conversion Price had been
or are to be made pursuant to other provisions of this Section 6, no further
adjustment of the Conversion Price shall be made by reason of such issue or
sale.

          (iii) Change in Option Price or Conversion Rate.  If the purchase
                -----------------------------------------
price provided for in any Options, the additional consideration, if any, payable
upon the conversion or exchange of any Convertible Securities or the rate at
which any Convertible Securities are convertible into or exchangeable for Common
Stock changes at any time, the Conversion Price in effect at the time of such
change shall be immediately adjusted to the Conversion Price which would have
been in effect at such time had such Options or Convertible Securities still
outstanding provided for such changed purchase price, additional consideration
or conversion rate, as the case may be, at the time initially granted, issued or
sold. For purposes of Section 6E, if the terms of any Option or Convertible
Security are changed in the manner described in the immediately preceding
sentence, then such Option or Convertible Security and the Common Stock deemed
issuable upon exercise, conversion

                                      -9-
<PAGE>

or exchange thereof shall be deemed to have been issued as of the date of such
change; provided that no such change shall at any time cause the Conversion
Price hereunder to be increased.

          (iv)   Treatment of Expired Options and Unexercised Convertible
                 --------------------------------------------------------
Securities.  Upon the expiration of any Option or the termination of any right
----------
to convert or exchange any Convertible Security without the exercise of any such
Option or right, the Conversion Price then in effect hereunder shall be adjusted
immediately to the Conversion Price which would have been in effect at the time
of such expiration or termination had such Option or Convertible Security, to
the extent outstanding immediately prior to such expiration or termination,
never been issued; provided that if the Corporation shall accelerate the
expiration of any Option or the termination of any right to convert or exchange
any Convertible Security,  such adjustment shall not be effective until 15 days
after written notice thereof has been given to all holders of the Series C
Preferred.  For purposes of Section 6E, the expiration or termination of any
Option or Convertible Security which was outstanding as of the Closing Date
shall not cause the Conversion Price hereunder to be adjusted unless, and only
to the extent that, a change in the terms of such Option or Convertible Security
caused it to be deemed to have been issued after the Closing Date.

          (v)    Calculation of Consideration Received.  If any Common Stock,
                 -------------------------------------
Option or Convertible Security is issued or sold or deemed to have been issued
or sold for cash, marketable securities or cash equivalents, the consideration
received therefor shall be deemed to be the amount received by the Corporation
therefor (before deducting any expenses, discounts or commissions paid or
incurred in connection with such issue or sale).

          (vi)   Integrated Transactions.  In case any Option is issued in
                 -----------------------
connection with the issue or sale of other securities of the Corporation,
together comprising one integrated transaction in which no specific
consideration is allocated to such Option by the parties thereto, the Option
shall be deemed to have been issued for a consideration of $.01.

          (vii)  Treasury Shares.  The number of shares of Common Stock
                 ---------------
outstanding at any given time shall not include shares owned or held by or for
the account of the Corporation or any Subsidiary, and the disposition of any
shares so owned or held to any person other than the Corporation or any
Subsidiary shall be considered an issue or sale of Common Stock.

          (viii) Record Date.  If the Corporation takes a record of the
                 -----------
holders of Common Stock for the purpose of entitling them (a) to receive a
dividend or other distribution payable in Common Stock, Options or Convertible
Securities or (b) to subscribe for or purchase Common Stock, Options or
Convertible Securities, then such record date shall be deemed to be the date of
the issue or sale of the shares of Common Stock deemed to have been issued or
sold upon the declaration of such dividend or upon the making of such other
distribution or the date of the granting of such right of subscription or
purchase, as the case may be, unless subsequently abandoned.

     6F.  Subdivision or Combination of Common Stock.  If the Corporation at any
          ------------------------------------------
time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common Stock into a
greater number of shares, the Conversion Price in

                                      -10-
<PAGE>

effect immediately prior to such subdivision shall be proportionately reduced,
and if the Corporation at any time combines (by reverse stock split or
otherwise) one or more classes of its outstanding shares of Common Stock into a
smaller number of shares, the Conversion Price in effect immediately prior to
such combination shall be proportionately increased.

     6G.  Corporate Change.  Any recapitalization, reorganization,
          ----------------
reclassification, consolidation, merger or sale of all or substantially all of
the Corporation's assets, in each case which is effected in such a manner that
the holders of Common Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets in exchange for Common
Stock, is referred to herein as a "Corporate Change".  Prior to the consummation
of any Corporate Change, the Corporation shall make appropriate provisions to
insure that each of the holders of Series C Preferred shall thereafter have the
right to acquire and receive, in lieu of or in addition to (as the case may be)
the shares of Common Stock immediately theretofore acquirable and receivable
upon the conversion of such holder's Series C Preferred, such shares of stock,
securities or assets as such holder would have received in connection with such
Corporate Change if such holder had converted its Series C Preferred immediately
prior to such Corporate Change.  In each such case, the Corporation shall also
make appropriate provisions to insure that the provisions of this Section 6 and
Sections 7 and 8 hereof shall thereafter be applicable to the Series C Preferred
(including, in the case of any such consolidation, merger or sale in which the
successor entity or purchasing entity is other than the Corporation, an
immediate adjustment of the Conversion Price to the value for the Common Stock
reflected by the terms of such consolidation, merger or sale, and a
corresponding immediate adjustment in the number of shares of Conversion Stock
acquirable and receivable upon conversion of Series C Preferred, if the value so
reflected is less than the Conversion Price in effect immediately prior to such
consolidation, merger or sale).  The Corporation shall not effect any such
consolidation, merger or sale unless, prior to the consummation thereof, the
successor entity (if other than the Corporation) resulting from consolidation or
merger or the entity purchasing such assets assumes by written instrument the
obligation to deliver to each such holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such holder may be
entitled to acquire. The provisions of this Section 6G shall not apply in the
event of a conversion of the Series C Preferred pursuant to Section 6B hereof
prior to the consummation of the Corporate Change.

     6H.  Certain Events.  If any event occurs of the type contemplated by the
          --------------
provisions of this Section 6 but not expressly provided for by such provisions,
then the Board shall make an appropriate adjustment in the Conversion Price so
as to protect the rights of the holders of Series C Preferred; provided that no
such adjustment shall increase the Conversion Price as otherwise determined
pursuant to this Section 6 or decrease the number of shares of Conversion Stock
issuable upon conversion of each share of Series C Preferred.

     6I.  Notices.
          -------

          (i) As promptly as practicable after any adjustment of the Conversion
Price hereunder, the Corporation shall give written notice thereof to all
holders of Series C Preferred, setting forth in reasonable detail and certifying
the calculation and the effective date of such adjustment.  In addition, the
Corporation shall give written notice to all holders of Series C Preferred

                                      -11-
<PAGE>

of any conversion of the Series C Preferred pursuant to Section 6B hereof within
five Business Days after the effective date of such conversion.

          (ii)   The Corporation shall give written notice to all holders of
Series C Preferred at least 15 days prior to the date on which the Corporation
closes its books or takes a record (a) with respect to any dividend or
distribution upon Common Stock or (b) with respect to any pro rata subscription
offer to holders of Common Stock.

          (iii)  The Corporation shall also give written notice to all holders
of Series C Preferred of any proposed Corporate Change at least 20 days prior to
the date on which any Corporate Change is expected to take place.

     6J.  Calculations.  If the amount of any adjustment of the Conversion Price
          ------------
required pursuant to this Section 6 would be less than 1% of the Conversion
Price in effect at the time such adjustment is otherwise so required to be made,
such amount shall be carried forward and an adjustment with respect thereto made
at the time of and together with any subsequent adjustment which, together with
such amount and any other amount or amounts so carried forward, shall aggregate
at least 1% of such Conversion Price.  All calculations under this Section 6
shall be made to the nearest one-tenth of a cent ($.001).

     Section 7.     Liquidating Dividends.
                    ---------------------

     If the Corporation pays a dividend upon the Common Stock payable otherwise
than in cash or other property out of earnings or earned surplus (determined in
accordance with generally accepted accounting principles, consistently applied)
except for a stock dividend payable in shares of Common Stock (a "Liquidating
Dividend"), then the Corporation shall pay to the holders of Series C Preferred
at the time of payment thereof the Liquidating Dividends which would have been
paid on the shares of Conversion Stock had such Series C Preferred been
converted immediately prior to the date on which a record is taken for such
Liquidating Dividend, or, if no record is taken, the date as of which the record
holders of Common Stock entitled to such Liquidating Dividend are to be
determined.

     Section 8.     Purchase Rights.
                    ---------------

     If at any time the Corporation grants, issues or sells any Options,
Convertible Securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of the Common Stock (the "Purchase
Rights"), then each holder of Series C Preferred shall be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights
which such holder could have acquired if such holder had held the number of
shares of Conversion Stock acquirable upon conversion of such holder's Series C
Preferred immediately before the date on which a record is taken for the grant,
issuance or sale of such Purchase Rights, or if no such record is taken, the
date as of which the record holders of Common Stock are to be determined for the
grant, issue or sale of such Purchase Rights.

                                      -12-
<PAGE>

     Section 9.     Event of Noncompliance.
                    ----------------------

     9A.  Definition.  An Event of Noncompliance shall have occurred (i)
          ----------
whenever dividends on the Series C Preferred shall be in arrears in an amount
equal to at least four full quarterly dividends, whether or not consecutive and
whether or not the payment of such dividends is legally permissible or is
prohibited by any agreement to which the Corporation is subject; or (ii) if the
Corporation or any Significant Subsidiary (as defined in Section 11 hereof)
makes an assignment for the benefit of creditors or admits in writing its
inability to pay its debts generally as they become due; or an order, judgment
or decree is entered adjudicating the Corporation or any Significant Subsidiary
bankrupt or insolvent; or any order for relief with respect to the Corporation
or any Significant Subsidiary is entered under the Federal Bankruptcy Code; or
the Corporation or any Significant Subsidiary petitions or applies to any
tribunal for the appointment of a custodian, trustee, receiver or liquidator of
the Corporation or any Significant Subsidiary or of any substantial part of the
assets of the Corporation or any Significant Subsidiary, or commences any
proceeding (other than a proceeding for the voluntary liquidation and
dissolution of a Subsidiary) relating to the Corporation or any Significant
Subsidiary under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction; or any
such petition or application is filed, or any such proceeding is commenced,
against the Corporation or any Significant Subsidiary and either (a) the
Corporation or any such Significant Subsidiary by any act indicates its approval
thereof, consent thereto or acquiescence therein or (b) such petition,
application or proceeding is not dismissed within 90 days.

          The Corporation shall promptly deliver notice of the occurrence of an
Event of Noncompliance to the holders of Series C Preferred upon discovery
thereof.

     9B.  Consequences of Event of Noncompliance.  If an Event of Noncompliance
          --------------------------------------
has occurred and is continuing, the number of directors constituting the Board
shall, at the request of the holders of a majority of the Series C Preferred
then outstanding, be increased by two members, and the holders of the Series C
Preferred shall have the special right, voting separately as a single class
(with each Share being entitled to one vote) and to the exclusion of all other
classes of the Corporation's stock, to elect two individuals to fill such newly
created directorships, to fill any vacancies in such directorships and to remove
any individuals elected to such directorships.  The newly created directorships
shall be entitled to the same rights and powers as the other directorships of
the Corporation.  The special right of the holders of Series C Preferred to
elect individuals to fill such directorships, to fill any vacancies in such
directorships and to remove any individuals elected to such directorships may be
exercised at the special meeting called pursuant to this Section 9B, at any
annual or other special meeting of stockholders and, to the extent and in the
manner permitted by applicable law, pursuant to a written consent in lieu of a
stockholders meeting.  Such special right shall continue until such time as
there is no longer any Event of Noncompliance in existence, at which time such
special right shall terminate subject to revesting upon the occurrence and
continuation of any subsequent Event of Noncompliance which gives rise to such
special right hereunder.

                                      -13-
<PAGE>

          At any time when such special right has vested in the holders of the
Series C Preferred, a proper officer of the Corporation shall, upon the written
request of the holders of at least 10% of the Series C Preferred then
outstanding addressed to the secretary of the Corporation, call a special
meeting of the holders of Series C Preferred for the purpose of electing or
removing directors pursuant to and in accordance with this Section 9B.  Such
meeting shall be held at the earliest legally permissible date at the principal
office of the Corporation, or at such other place designated by the holders of
at least 10% of the Series C Preferred then outstanding.  If such meeting has
not been called by a proper officer of the Corporation within 10 days after
personal service of such written request upon the secretary of the Corporation
or within 20 days after mailing the same to the secretary of the Corporation at
its principal office, then the holders of at least 10% of the Series C Preferred
then outstanding may designate in writing one of their number to call such
meeting at the expense of the Corporation, and such meeting may be called by
such person so designated upon the notice required for annual meetings of
stockholders and shall be held at the Corporation's principal office, or at such
other place designated by the holders of at least 10% of the Series C Preferred
then outstanding.  Any holder of Series C Preferred so designated shall be given
access to the stock record books of the Corporation for the purpose of causing a
meeting of stockholders to be called pursuant to this Section 9B.

          At any meeting or at any adjournment thereof at which the holders of
Series C Preferred have the special right to elect or remove directors, the
presence, in person or by proxy, of the holders of a majority of the Series C
Preferred then outstanding shall be required to constitute a quorum for the
election or removal of any director by the holders of the Series C Preferred
exercising such special right.  The vote of a majority of such quorum shall be
required to elect or remove any such director.

          Any directors so elected by the holders of Series C Preferred shall
continue to serve as directors of the Corporation until the date on which there
is no longer any Event of Noncompliance in existence.  On such date, the number
of directors constituting the Board shall decrease to such number as constituted
the whole Board immediately prior to the occurrence of the Event of
Noncompliance giving rise to the special right to elect directors.

          If any Event of Noncompliance exists, each holder of Series C
Preferred shall also have any other rights which such holder is entitled to
under any contract or agreement and any other rights which such holder may have
pursuant to applicable law.

     Section 10.    Record Holders.
                    --------------

     The Corporation shall deem and treat the record holder of any Series C
Preferred as the true and lawful owner thereof for all purposes, and the
Corporation shall not be affected by any notice to the contrary.

     Section 11.    Definitions.
                    -----------

                                      -14-
<PAGE>

          "Business Day" means any day other than a Saturday, Sunday or a day on
           ------------
which state or federally chartered banking institutions in Dallas, Texas are not
required to be opened.

          "Closing Date" has the meaning given such term in the Stock Purchase
           ------------
Agreement.

          "Common Stock" means, collectively, the Corporation's Common Stock,
           ------------
par value $.01 per share (including any and all Conversion Stock), and any
capital stock of any class of the Corporation hereafter authorized which is not
limited to a fixed sum or percentage of par or stated value in respect to the
rights of the holders thereof to participate in dividends or in the distribution
of assets upon any Liquidation of the Corporation.

          "Common Stock Deemed Outstanding" means, at any given time, the number
           -------------------------------
of shares of Common Stock actually outstanding at such time, plus the number of
shares of Common Stock deemed to be outstanding pursuant to Sections 6E(i) and
6E(ii) hereof whether or not the Options or Convertible Securities are actually
exercisable at such time.

          "Conversion Price" means the conversion price per share of Common
           ----------------
Stock into which the Series C Preferred is convertible, as such conversion price
may be adjusted pursuant to Section 6D hereof.

          "Conversion Stock" means shares of the Corporation's Common Stock,
           ----------------
provided that if there is a change such that the securities issuable upon
conversion of the Series C Preferred are issued by an entity other than the
Corporation or there is a change in the type or class of securities so issuable,
then the term "Conversion Stock" shall mean one share of the security issuable
upon conversion of the Series C Preferred if such security is issuable in
shares, or shall mean the smallest unit in which such security is issuable if
such security is not issuable in shares.

          "Convertible Securities" means any stock or securities directly or
           ----------------------
indirectly convertible into or exchangeable for Common Stock.

          "Junior Securities" means any capital stock or other equity securities
           -----------------
of the Corporation, except for the Series C Preferred.

          "Liquidation Value" of any Share as of any particular date shall be
           -----------------
equal to $25.00.

          "Loan Agreements" means all loan or credit agreements or indentures to
           ---------------
which the Corporation is a party at any time.

          "Mandatory Conversion Date" means the third anniversary of the Closing
           -------------------------
Date.

          "Market Price" of any security on any day means the closing price of
           ------------
such security's sales on such day on the principal securities exchange on which
such security may at the time be listed, or, if there were no sales on such
exchange on such day, the average of the highest bid and lowest asked prices on
such exchange at the end of such day, or, if on such day such security is not

                                      -15-
<PAGE>

so listed, the average of the representative bid and asked prices quoted in the
NASDAQ System as of 4:00 P.M., New York time, on such day, or, if on such day
such security is not quoted in the NASDAQ System, the average of the highest bid
and lowest asked prices on such day in the domestic over-the-counter market as
reported by the National Quotation Bureau, Incorporated, or any similar
successor organization. If at any time such security is not listed on any
securities exchange or quoted in the NASDAQ System or the over-the-counter
market, the "Market Price" shall be the fair value thereof determined jointly by
the Corporation and the holders of a majority of the outstanding Shares of the
Series C Preferred. If such parties are unable to reach agreement within a
reasonable period of time, such fair value shall be determined by an independent
appraiser experienced in valuing securities jointly selected by the Corporation
and the holders of a majority of the outstanding Shares of the Series C
Preferred. The determination of such appraiser shall be final and binding upon
the parties, and the Corporation shall pay the fees and expenses of such
appraiser. For purposes of this definition, "Market Price" shall include, in the
case of an underwritten public offering or a private offering of securities that
are currently publicly traded, an allowance for a customary discount to the
current market trading price which is determined by the managing underwriter (if
any) and the Corporation to be reasonably required to effect such offering.

          "Options" means any rights, warrants or options to subscribe for or
           -------
purchase Common Stock or Convertible Securities.

          "Significant Subsidiary" means, with respect to any person, a
           ----------------------
Subsidiary constituting a "significant subsidiary" of such person for purposes
of Rule 1-02(w) of Regulation S-X under the Securities Act of 1933, or any
successor provision thereof.

          "Stock Purchase Agreement" means the Amended and Restated Stock
           ------------------------
Purchase Agreement dated as of December 13, 1999, by and between the Corporation
and Wiser Investment Company, LLC, as such agreement may from time to time be
amended in accordance with its terms.

          "Subsidiary" means, with respect to any person, any corporation,
           ----------
limited liability company, partnership, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that person or one or more of the other
Subsidiaries of that person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the partnership or other similar ownership interests thereof is at the time
owned or controlled, directly or indirectly, by that person or one or more of
the other Subsidiaries of that person or a combination thereof.  For purposes
hereof, a person or persons shall be deemed to have a majority ownership
interest in a limited liability company, partnership, association or other
business entity if such person or persons shall be allocated a majority of
limited liability company, partnership, association or other business entity
gains or losses.

          "Warrant Agreement" has the meaning given such term in the Stock
           -----------------
Purchase Agreement.

                                      -16-
<PAGE>

     Section 12.    Amendment and Waiver.
                    --------------------

     No amendment, modification or waiver of any provision of Sections 1 to 15
of this Certificate of Designations shall be binding or effective without the
prior written consent of the holders of at least two-thirds of the Series C
Preferred outstanding at the time such action is taken; provided that no such
action shall (a) change the rate at which or the manner in which dividends on
the Series C Preferred accrue or the times at which such dividends become
payable, without the prior written consent of the holders of at least 90% of the
Series C Preferred then outstanding, (b) increase the Conversion Price of the
Series C Preferred or decrease the number of shares or class of stock into which
the Series C Preferred is convertible other than as provided under Section 6
hereof, without the prior written consent of the holders of at least 90% of the
Series C Preferred then outstanding or (c) change the percentage required to
approve any change described in clauses (a) and (b) above, without the prior
written consent of the holders of at least 90% of the Series C Preferred then
outstanding.

     Section 13.    Notices.
                    -------

     Except as otherwise expressly provided hereunder, all notices referred to
herein shall be in writing and shall be delivered by first class registered or
certified United States mail or by reputable overnight courier service, charges
prepaid, and shall be deemed to have been given when so mailed or sent (i) to
the Corporation (attention: Secretary) at its principal executive offices and
(ii) to any stockholder, at such holder's address as it appears in the stock
records of the Corporation, or to such other address as the Corporation or
holder, as the case may be, shall have designated by notice similarly given.

     Section 14.    Acquired Shares.
                    ---------------

     Any Shares of Series C Preferred purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and canceled promptly
after the acquisition thereof.  All such Shares shall upon their cancellation
become authorized but unissued shares of preferred stock of the Corporation and
may be reissued as part of a new series of preferred stock to be created by
resolution or resolutions of the Board, subject to the conditions and
restrictions on issuance set forth herein.

     Section 15.    Successors and Transferees.
                    --------------------------

     The provisions applicable to Shares of Series C Preferred shall bind and
inure to the benefit of and be enforceable by the Corporation, the respective
successors to the Corporation, and by any record holder of Shares of Series C
Preferred.


                              *     *     *     *

                                      -17-
<PAGE>

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designations to be signed this ________ day of ________________________, 2000.

                                    THE WISER OIL COMPANY

                                    By:________________________________
                                       Name:___________________________
                                       Title:__________________________

                                      -18-
<PAGE>

                                                                       EXHIBIT C


                              EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT (this "Agreement"), dated as of_____________, 2000
(the "Effective Date"), between The Wiser Oil Company, a Delaware corporation
(the "Company"), and George K. Hickox, Jr. (the "Employee").

     WHEREAS, the Company desires to employ the Employee, and the Employee
desires to be employed by the Company, on the terms and conditions hereinafter
set forth;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby, the
Company and the Employee hereby agree as follows:

      1.    Employment.  The Company agrees to employ the Employee, and the
            ----------
Employee agrees to undertake employment with the Company, for the period set
forth in Paragraph 2, in the positions and with the duties and responsibilities
set forth in Paragraph 3, and upon the other terms and conditions herein
provided.

      2.    Term.  The employment of the Employee by the Company as provided in
            ----
Paragraph 1 shall be for a period commencing on the Effective Date and ending
upon the second anniversary thereof unless further extended or sooner terminated
as herein provided (the "Employment Term").  The Employment Term may be extended
for such additional period as may from time to time be mutually agreed upon in
writing between the parties hereto.

      3.    Position and Duties.
            -------------------

     (a)    During the Employment Term, the Employee shall serve as Chief
Executive Officer and (to the extent elected or appointed as a director of the
Company) Chairman of the Board of the Company, accountable only to the Board of
Directors of the Company (the "Board"). In such capacities, the Employee shall
perform the duties of Chief Executive Officer and Chairman of the Board, as set
forth in the Company's Bylaws, as they may be amended from time to time, and
shall have such other duties, functions, responsibilities, and authority
commensurate with such offices as are from time to time delegated to the
Employee by the Board, provided that such duties, functions, responsibilities,
and authority are reasonable and customary for a person serving as Chief
Executive Officer and Chairman of the Board of an enterprise comparable to the
Company.

     (b)    During the Employment Term, the Employee shall devote a substantial
majority of his time, skill, and attention and his best efforts during normal
business hours to the business and affairs of the Company necessary to discharge
faithfully and efficiently the duties and responsibilities delegated and
assigned to the Employee herein or pursuant hereto, except for usual, ordinary,
and customary periods of vacation and absence due to illness or other
disability.  The Company acknowledges that the Employee has outside business
interests and agrees that the Employee may devote a portion of his time and
attention to such business interests provided such business interests do not
materially interfere with the Employee's performance of his duties hereunder;
provided, however, in no event shall such other activities by the Employee be
deemed to materially interfere
<PAGE>

with the Employee's duties hereunder until the Employee has been notified in
writing thereof by the Board and been given a reasonable period in which to cure
such interference.

     (c)    During the Employment Term, the Employee shall serve, if elected or
appointed, as a director of the Company, as a director and officer of any
subsidiary of the Company, and as a member of any committee of the Board or of
the board of directors of any subsidiary of the Company.

     (d)    All services that the Employee may render to the Company or any of
its subsidiaries in any capacity during the Employment Term shall be deemed to
be services required by this Agreement and consideration for the compensation
provided for herein.

      4.    Compensation and Related Matters.
            --------------------------------

      (a)   Base Salary.  During the Employment Term, the Company shall pay to
            -----------
the Employee for his services hereunder a base salary at the rate of one dollar
($1.00) per year, subject to adjustment as set forth herein, payable prior to
the end of each year during the Employment Term. If during the Employment Term
the Employee's base salary exceeds one dollar per year, such salary shall be
paid in equal installments in accordance with the Company's standard payroll
practices.  In addition to base salary, the Employee may be paid bonuses in such
amounts as may be determined by the Board, in its discretion.

     (b)    Base Salary Adjustments.  The base salary payable to the Employee
            -----------------------
hereunder may be adjusted from time to time by the Board, in its discretion.

     (c)    Employee Benefits.  During the Employment Term, the Employee shall
            -----------------
be entitled to participate in any and all employee benefit plans, programs, and
arrangements provided by the Company to its executive officers generally,
subject to and on a basis consistent with the terms, conditions, and overall
administration (including eligibility and vesting requirements) of such plans,
programs, and arrangements; provided, however, that, unless otherwise determined
by the Board, the Employee shall not be entitled to receive any stock options,
restricted stock or other similar stock-based awards under the Company's stock
incentive plans.

      (d)   Expenses.
            --------

            (i)   During the Employment Term, the Employee shall be entitled to
     receive prompt reimbursement for all reasonable expenses incurred by the
     Employee in performing his duties and responsibilities hereunder, in
     accordance with the policies, practices, and procedures of the Company from
     time to time in effect for its executive officers.

            (ii)  During the Employment Term, the Company shall, at its sole
     expense, provide the Employee with a leased automobile, of a make, model,
     color and year reasonably acceptable to him, for the Employee's business
     and private use while in Dallas, Texas on

                                      -2-
<PAGE>

     Company business. In addition, during the Employment Term, the Company
     shall, upon receipt of itemized vouchers for expenses, submitted to the
     Company on a monthly basis, reimburse the Employee for his reasonable and
     necessary expenses, including maintenance, repairs, gasoline and insurance,
     incurred in the operation of such leased automobile.

            (iii)  During the Employment Term, the Company shall reimburse the
     Employee for all actual and reasonable expenses associated with the
     Employee's travel to and from Philadelphia, Pennsylvania for purposes of
     Company business.

            (iv)   During the Employment Term, the Company shall, at its sole
     expense, provide the Employee with suitable alternative housing in Dallas,
     Texas, and shall pay or reimburse the Employee for all utility and hook-up
     costs associated with such alternative housing.

      5.    Termination of Employment by Company.
            ------------------------------------

      (a)   Death.  The Employee's employment hereunder shall terminate
            -----
automatically upon his death.

      (b)   Disability.  If the Disability (as defined below) of the Employee
            ----------
occurs during the Employment Term, the Company may notify the Employee of the
Company's intention to terminate the Employee's employment hereunder for
Disability.  In such event, the Employee's employment hereunder shall terminate
effective on the 30th day following the date such notice of termination is
received by the Employee, provided that the Employee shall not have returned to
the full-time performance of his duties hereunder and performed the same free of
any Disability through such 30-day period.  For purposes of this Agreement, the
"Disability" of the Employee shall be deemed to have occurred if the Employee
shall have been unable to perform substantially his duties hereunder for 90
consecutive days (excluding any leaves of absence approved by the Company) as a
result of his physical or mental incapacity.  If so terminated, the Employee
shall be entitled to receive the amount of any insurance benefits and proceeds
payable to the Employee under disability insurance programs and policies, if
any, then maintained by the Company for the Employee's benefit.

      (c)   Cause.  The Board may terminate the Employee's employment hereunder
            -----
for Cause (as defined below).  For purposes of this Agreement, "Cause" shall
mean any of the following:

            (i)   conduct by the Employee that constitutes willful misconduct,
     fraud, dishonesty, or a criminal act with respect to the Company or its
     subsidiaries;

            (ii)  conviction of the Employee of a felony involving fraud,
     dishonesty, or moral turpitude;

            (iii) the willful and continued failure by the Employee to
     substantially perform his duties hereunder; or

                                      -3-
<PAGE>

            (iv)  the willful and material breach by the Employee of any of the
     provisions of this Agreement.

Notwithstanding the foregoing, the Employee shall not be deemed to have been
terminated for Cause without (i) first, notice to the Employee setting forth the
reasons for the Board's intention to terminate his employment for Cause, (ii)
next, an opportunity for the Employee, together with his counsel, to be heard
before the Board, and (iii) thereafter, delivery to the Employee of a Notice of
Termination (as defined below) from the Company, which notice shall be
accompanied by a resolution duly adopted by the Board finding that, in the good
faith opinion of the Board, Cause has occurred as defined hereunder.

      (d)   Notice of Termination.  Any termination of the Employee's employment
            ---------------------
hereunder by the Company shall be communicated by a Notice of Termination to the
Employee.  For purposes of this Agreement, a "Notice of Termination" shall mean
a written notice that (i) indicates the specific termination provision in this
Agreement relied upon, (ii) sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Employee's
employment under the provision so indicated, and (iii) specifies the effective
date of termination.

     (e)    Obligations. If the Employee's employment hereunder is terminated by
            -----------
reason of his death or Disability or for Cause, the Company shall thereafter
have no further obligations to the Employee under this Agreement, except as
provided in Paragraphs 12 and 13.

     6.     Termination of Employment by Employee.  The Employee shall have the
            -------------------------------------
right to terminate his employment hereunder at any time by providing at least 30
days prior written notice of termination to the Company.  Following such notice,
the Employee shall continue to receive his base salary at the then current
annual rate fixed herein or pursuant hereto for the period through the date of
termination, provided his employment is not terminated earlier pursuant to
Paragraph 5 hereof, but the Company shall not be obligated to pay any base
salary or compensation (including severance pay) for any period of time after
such termination.  The foregoing shall not prevent the Company or the Board from
terminating the Employee's employment pursuant to Paragraph 5 hereof earlier
than the date of termination fixed pursuant to this Paragraph 6.

      7.    Compliance With Other Agreements.
            --------------------------------

     (a)    The Company represents and warrants to the Employee that the
execution, delivery, and performance by the Company of this Agreement have been
duly authorized by all necessary corporate action of the Company and do not and
will not conflict with or result in a violation of any provision of, or
constitute a default under, any contract, agreement, instrument, or obligation
to which the Company is a party or by which it is bound.

     (b)    The Employee represents and warrants to the Company that the
execution, delivery, and performance by the Employee of this Agreement do not
and will not conflict with or

                                      -4-
<PAGE>

result in a violation of any provision of, or constitute a default under, any
contract, agreement, instrument, or obligation to which the Employee is a party
or by which he is bound.

     8.     Certain Additional Payments by the Company.  Notwithstanding
            ------------------------------------------
anything to the contrary in this Agreement, in the event that any payment or
distribution by the Company to or for the benefit of the Employee, whether paid
or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise (a "Payment"), would be subject to the excise tax imposed
by Section 4999 of the Internal Revenue Code or any interest or penalties with
respect to such excise tax (such excise tax, together with any such interest or
penalties, are hereinafter collectively referred to as the "Excise Tax"), the
Company shall pay to the Employee an additional payment (a "Gross-up Payment")
in an amount such that after payment by the Employee of all taxes (including any
interest or penalties imposed with respect to such taxes), including any Excise
Tax imposed on any Gross-up Payment, the Employee retains an amount of the
Gross-up Payment equal to the Excise Tax imposed upon the Payments.  The Company
and the Employee shall make an initial determination as to whether a Gross-up
Payment is required and the amount of any such Gross-up Payment.  The Employee
shall notify the Company immediately in writing of any claim by the Internal
Revenue Service which, if successful, would require the Company to make a Gross-
up Payment (or a Gross-up Payment in excess of that, if any, initially
determined by the Company and the Employee) within five days of the receipt of
such claim.  The Company shall notify the Employee in writing at least five days
prior to the due date of any response required with respect to such claim if it
plans to contest the claim.  If the Company decides to contest such claim, the
Employee shall cooperate fully with the Company in such action; provided,
however, the Company shall bear and pay directly or indirectly all costs and
expenses (including additional interest and penalties) incurred in connection
with such action and shall indemnify and hold the Employee harmless, on an
after-tax basis, for any Excise Tax or income tax, including interest and
penalties with respect thereto, imposed as a result of the Company's action.
If, as a result of the Company's action with respect to a claim, the Employee
receives a refund of any amount paid by the Company with respect to such claim,
the Employee shall promptly pay such refund to the Company.  If the Company
fails to timely notify the Employee whether it will contest such claim or the
Company determines not to contest such claim, then the Company shall immediately
pay to the Employee the portion of such claim, if any, which it has not
previously paid to the Employee.

     9.     Confidentiality.  During the Employment Term and thereafter without
            ---------------
limitation of time, the Employee shall hold in strict confidence and shall not,
directly or indirectly, disclose or reveal to any person, or use for his own
personal benefit or for the benefit of anyone else, any trade secrets,
confidential dealings, or other confidential or proprietary information of any
kind, nature, or description (whether or not acquired, learned, obtained, or
developed by the Employee alone or in conjunction with others) belonging to or
concerning the Company or any of its subsidiaries (collectively, the
"Information"), except (a) with the prior written consent of the Company duly
authorized by the Board, (b) in the course of the proper performance of the
Employee's duties hereunder, or (c) as required by applicable law or legal
process.  The provisions of this Paragraph 9 shall be inoperative as to such
portions of the Information that (a) are or become generally available to the
public other than as a result of a disclosure by the Employee in violation of
this Agreement

                                      -5-
<PAGE>

or (b) become available to the Employee on a non-confidential basis from a
source that is not bound by an obligation of confidentiality to the Company. The
provisions of this Paragraph 9 shall continue in effect notwithstanding
termination of the Employee's employment hereunder for any reason.

     10.    Arbitration.  Any controversy or claim arising out of or relating to
            -----------
this Agreement or the breach thereof, excepting any controversy or claim arising
out of or relating to Paragraph 9 of this Agreement or any breach thereof, shall
be settled by arbitration before an arbitrator in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, and judgment on the
award rendered by the arbitrator may be entered in any court having jurisdiction
thereof.  The arbitration shall be conducted in Houston, Texas.  In any such
arbitration, the arbitrator shall not have the power to reform or modify this
Agreement in any way and to that extent his powers are so limited.  Neither
party shall resort to litigation except to enforce or appeal from such
arbitration or to enforce Paragraph 9 of this Agreement.

     If arbitration is necessary to enforce or interpret any of the Employee's
rights or obligations under this Agreement, and the Employee is the prevailing
party in such arbitration, the Employee shall be entitled to reimbursement by
the Company for any reasonable attorneys' fees, costs, and necessary
disbursements in addition to any other relief to which the Employee may be
entitled.

      11.   Withholding Taxes.  The Company shall withhold from any payments to
            -----------------
be made to the Employee hereunder such amounts (including social security
contributions and federal income taxes) as shall be required by federal, state,
and local withholding tax laws.

      12.   No Effect on Other Contractual Rights.  The provisions of this
            -------------------------------------
Agreement, and any payment provided for hereunder, shall not reduce any amounts
otherwise payable to the Employee, or in any way diminish the Employee's rights
as an employee of the Company, whether existing now or hereafter, under any
employee benefit plan, program, or arrangement or other contract or agreement of
the Company providing benefits to the Employee.

      13.   Survival.  Neither the expiration or the termination of the term of
            --------
the Employee's employment hereunder shall impair the rights or obligations of
either party hereto which shall have accrued hereunder prior to such expiration
or termination.

      14.   Notices.  All notices and other communications required or permitted
            -------
to be given hereunder by either party hereto shall be in writing and shall be
given by hand delivery or by first class registered or certified United States
mail, postage prepaid, return receipt requested, to the party for which intended
at the following addresses (or at such other addresses as shall be specified by
the parties by like notice):

                                      -6-
<PAGE>

          If to the Company, at:

               The Wiser Oil Company
               8115 Preston Road, Suite 400
               Dallas, Texas 75225-6311
               Attention:  President

          If to the Employee, at:

               George K. Hickox, Jr.
               1629 Locust Street
               Philadelphia, Pennsylvania 19103

All such notices and other communications shall be effective only upon receipt
by the addressee.

      15. Entire Agreement.  This Agreement constitutes the entire agreement
          ----------------
between the parties hereto concerning the subject matter hereof and supersedes
all prior agreements and understandings, both written and oral, between the
parties with respect to such subject matter.

      16. Binding Effect; Assignment.  This Agreement shall be binding upon and
          --------------------------
inure to the benefit of the parties hereto and their respective heirs, legal
representatives, successors, and permitted assigns; provided, however, that the
neither the Company nor the Employee shall assign or otherwise transfer this
Agreement or any of the respective rights or obligations hereunder without the
prior written consent of the other party hereto (except that any rights that the
Employee may have hereunder at the time of his death may be transferred by will
or pursuant to the laws of descent and distribution and the Company may assign
this Agreement to any successor to all or substantially all its business and
assets without the consent of the Employee).

      17. Amendment.  This Agreement may not be modified or amended in any
          ---------
respect except by an instrument in writing signed by the party against whom such
modification or amendment is sought to be enforced.

      18. Waiver.  Any term or condition of this Agreement may be waived at any
          ------
time by the party hereto which is entitled to have the benefit thereof, but such
waiver shall only be effective if evidenced by a writing signed by such party,
and a waiver on one occasion shall not be deemed to be a waiver of the same or
any other type of breach on a future occasion.  No failure or delay by a party
hereto in exercising any right or power hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right or power.

      19. Authority.  No person, other than pursuant to a resolution of the
          ---------
Board, shall have authority on behalf of the Company to agree to modify, amend,
or waive any provision of this Agreement or anything in reference thereto.

                                      -7-
<PAGE>

      20. Severability.  If any provision of this Agreement is held to be
          ------------
unenforceable, (a) this Agreement shall be considered divisible, (b) such
provision shall be deemed inoperative to the extent it is deemed unenforceable,
and (c) in all other respects this Agreement shall remain in full force and
effect; provided, however, that if any such provision may be made enforceable by
limitation thereof, then such provision shall be deemed to be so limited and
shall be enforceable to the maximum extent permitted by applicable law.

      21. Governing Law.  This Agreement shall be governed by and construed and
          -------------
enforced in accordance with the laws of the State of Delaware, without regard to
the principles of conflicts of laws thereof.

     22.  Injunctive Relief.  In recognition of the fact that a breach by the
          -----------------
Employee of any of the provisions of Paragraph 9 will cause irreparable damage
to the Company for which monetary damages alone will not constitute an adequate
remedy, the Company shall be entitled as a matter of right to obtain a
restraining order, an injunction, an order of specific performance, or other
equitable or extraordinary relief from any court of competent jurisdiction
restraining any further violation of such provisions by the Employee or
requiring him to perform his obligations hereunder.  Such right to equitable or
extraordinary relief shall not be exclusive but shall be in addition to all
other rights and remedies to which the Company may be entitled at law or in
equity, including without limitation the right to recover monetary damages for
the breach by the Employee of any of the provisions of this Agreement.

      23. Counterparts.  This Agreement may be executed by the parties hereto in
          ------------
any number of counterparts, each of which shall be deemed an original, but all
of which shall constitute one and the same agreement.

                                      -8-
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on
its behalf by its duly authorized officer, and the Employee has executed this
Agreement, as of the date first set forth above.

                              "COMPANY"

                              THE WISER OIL COMPANY



                              By:_____________________________________
                                 Name:________________________________
                                 Title:_______________________________


                              "EMPLOYEE"


                              ________________________________________
                              George K. Hickox, Jr.

                                      -9-
<PAGE>

                                                                       EXHIBIT D

                             MANAGEMENT AGREEMENT

     THIS MANAGEMENT AGREEMENT (this "Agreement") is made and entered into
effective as of _______, 2000, between The Wiser Oil Company, a Delaware
corporation (the "Company"), and Wiser Investment Company, LLC, a Delaware
limited liability company ("WIC").

     1.   Engagement.  The Company engages WIC, and WIC hereby agrees, to
provide management and transaction advisory services to the Company as set forth
herein during the term of this Agreement.

     2.   Term.  The initial term of this Agreement shall continue until the
second anniversary of the date hereof. Upon the expiration of the initial term,
this Agreement shall automatically renew for successive one year terms unless
terminated by either party by written notice delivered to the other party at
least 30 days prior to the expiration of the then-current term.

     3.   Management Services. WIC shall provide the following management
services to the Company:

     (a)  WIC shall from time to time select and furnish three individuals to
serve as the Purchaser Designees (as such term is defined in the Stockholder
Agreement of even date herewith between the Company, WIC and _____________ (the
"Stockholder Agreement")). Pursuant to the terms of the Stockholder Agreement,
such individuals shall be members of the Board of Directors of the Company (the
"Board") and of the Executive committee of the Board, and one of such
individuals shall be the Chairman of the Board. In their capacity as such Board
and Committee members, such individuals shall be entitled to the same
compensation and reimbursement of expenses, and to participation in the same
benefit and incentive plans, as the Company provides to non-employee members of
its Board of Directors generally. George K. Hickox, Jr., ______________ and
___________ shall be the initial Purchaser Designees, and George K. Hickox, Jr.
shall be the Chairman of the Board.

     (b)  WIC shall cause one of its members, who shall be a Purchaser Designee,
to serve as the Chief Executive Officer of the Company. Such individual shall be
an employee of the Company and shall enter into an employment agreement with the
Company in substantially the form set forth as Exhibit A hereto, as amended from
time to time by mutual agreement of such individual, WIC and the Company. The
duties of such individual as Chief Executive Officer of the Company will be as
set forth in such employment agreement, the Company's Bylaws or as established
from time to time by the Company's Board of Directors to the extent consistent
with such employment agreement and Bylaws. George K. Hickox, Jr. shall be
initial Chief Executive Officer of the Company.

     (c)  WIC may from time to time select and furnish an individual to serve as
the Chief Financial Officer of the Company. Such individual shall be an employee
of the Company pursuant to an employment agreement mutually acceptable to such
individual, WIC and the Company.
<PAGE>

     4.  Transaction Advisory Services.

     (a)  WIC shall diligently seek to identify opportunities for the Company to
acquire (by purchase, lease or otherwise) properties, businesses, companies or
other assets located in the United States or Canada that generate or receive
more than 33% of their gross revenue from the exploration, development,
production or marketing of oil or natural gas (any such opportunity being
referred to herein as a "Business Opportunity"), provided, however, that the
term "Business Opportunity" shall not include any opportunity if (i) WIC
determines in its sole discretion that neither WIC (or any of its Affiliates)
nor Wiser should pursue such opportunity, (ii) the expenditures required to be
incurred with respect to such opportunity, net to WIC and its Affiliates, in the
aggregate, are less than $1,000,000 over any 90-day period, or (iii) on or prior
to the date hereof WIC and the Company have agreed in writing that such
opportunity is to be excluded from the meaning of such term and from the
referral obligation contained in this Section 4(a). WIC shall cause George K.
Hickox, Jr. and Scott W. Smith (or such other individual or individuals as may
be reasonably acceptable to the Company) to devote a substantial amount of their
working time and effort toward the identification of Business Opportunities on
behalf of WIC. WIC will refer to the Company any and all Business Opportunities
that may present themselves or become known to WIC or any Affiliate thereof
(excluding any Affiliate that is a Purchaser under the Stock Purchase
Agreement). Neither WIC nor any of its Affiliates shall pursue a Business
Opportunity for its own account unless and until the provisions set forth in
Section 4(c) have been satisfied.

     (b)  Promptly after becoming aware of a Business Opportunity, WIC shall
determine whether the Company should or should not pursue such Business
Opportunity and shall in writing notify the Company's Chief Executive Officer
and its President of such Business Opportunity and WIC's recommendation (a
"Referral Notice").

     (c)  If WIC or an Affiliate desires to pursue a particular Business
Opportunity for its own account, then WIC shall include in the Referral Notice a
request that the Company approve the pursuit of such Business Opportunity by WIC
or such Affiliate, and WIC shall also address such Referral Notice to the non-
Purchaser Designee members of the Board (the "Review Committee"). Within 15 days
after the receipt of such Referral Notice, the Review Committee shall consider
the Business Opportunity and determine by majority vote whether to release WIC
or such Affiliate to pursue the Business Opportunity.

     (d)  For purposes of this Section 4, the term "Affiliate" shall have the
meaning given to it by Rule 12b-2 promulgated under the Securities Exchange Act
of 1934, as amended.

     5.  Compensation. As compensation for WIC's continuing services under this
Agreement, the Company shall pay to WIC an annual fee of $300,000 (the
"Management Fee"). The Management Fee shall be payable in monthly installments
on the fifteenth (15th) day of each month during the term of this Agreement
(each a "Payment Date"), beginning with the first Payment Date following the
date hereof. The amount of each such monthly installment shall be $25,000 (the

                                      -2-
<PAGE>

"Monthly Fee Amount") prorated on a daily basis for any partial calendar month
during the term of this Agreement.

     6.  Reimbursement of Expenses. In addition to the compensation to be paid
pursuant to Section 5 hereof, the Company agrees to pay or reimburse WIC for all
Reimbursable Expenses. The term "Reimbursable Expenses" means all reasonable
disbursements and out-of-pocket expenses (including without limitation costs of
travel, postage, deliveries, communications, etc.) incurred by WIC or its
affiliates for the account of the Company or in connection with the performance
by WIC or its affiliates of the services contemplated by Sections 3 and 4
hereof. Promptly (but not more than 10 days) after request by or notice from
WIC, the Company shall pay WIC, by wire transfer of immediately available funds
to such account as WIC may designate in writing, the Reimbursable Expenses for
which WIC has provided the Company invoices or reasonably detailed descriptions.

     7.  Indemnification; Insurance. (a) The Company shall indemnify and hold
harmless each of WIC, its affiliates, and their respective directors, officers,
partners, members, controlling persons (within the meaning of Section 15 of the
Securities Act of 1933 or Section 20(a) of the Securities Act of 1934), if any,
agents and employees (collectively referred to as "Indemnified Persons" and
individually as an "Indemnified Person") from and against any and all claims,
liabilities, losses, damages and expenses incurred by any Indemnified Person
(excluding those resulting from the gross negligence or willful misconduct of
the Indemnified Person) and fees and disbursements of the respective Indemnified
Person's counsel) which (i) are related to or arise out of (A) actions taken or
omitted to be taken (including any untrue statements made or any statements
omitted to be made) by the Company or any of its subsidiaries or (B) actions
taken or omitted to be taken by an Indemnified Person with the Company's or any
of its subsidiaries' consent or in conformity with the Company's or any such
subsidiaries' instructions or the Company's or any such subsidiaries' actions or
omissions or (ii) are otherwise related to or arise out of WIC's engagement
hereunder, and will reimburse each Indemnified Person for all costs and
expenses, including fees of any Indemnified Person's counsel, as they are
incurred, in connection with investigating, preparing for, defending, or
appealing any action, formal or informal claim, investigation, inquiry or other
proceeding, whether or not in connection with pending or threatened litigation,
caused by or arising out of or in connection with WIC's acting pursuant to the
engagement hereunder, whether or not any Indemnified Person is named as a party
thereto and whether or not any liability results therefrom. The Company will not
however, be responsible for any claims, liabilities, losses, damages, or
expenses pursuant to clause (ii) of the preceding sentence that have resulted
primarily from WIC's gross negligence or willful misconduct. The Company also
agrees that neither WIC nor any other Indemnified Person shall have any
liability to the Company or any of its subsidiaries for or in connection with
such engagement except for any claims, liabilities, losses, damages, or expenses
incurred by the company or any such subsidiary to the extent the same have
resulted from WIC's gross negligence or wilful misconduct. The Company further
agrees that it will not, and the Company will cause its subsidiaries to not,
without the prior written consent of WIC, settle or compromise or consent to the
entry of any judgement in any pending or threatened claim, action, suit or
proceeding in respect of which indemnification may be sought hereunder (whether
or not any Indemnified Person is an actual or potential party to such claim,
action, suit or

                                      -3-
<PAGE>

proceeding) unless such settlement, compromise or consent includes an
unconditional release of WIC and each other Indemnified Person hereunder from
all liability arising out of such claim, action, suit or proceeding.

     The foregoing right to indemnity shall be in addition to any rights that
WIC and/or any other Indemnified Person may have at common law or otherwise and
shall remain in full force and effect following the completion or any
termination of the engagement. The Company hereby consents, and shall cause its
subsidiaries to consent, to personal jurisdiction and to serve and venue in any
court in which any claim which is subject to this agreement is bought against
WIC or any other Indemnified Person.

     It is understood that, in connection with WIC's engagement, WIC may also be
engaged to act for the Company or any of its subsidiaries in one or more
additional capacities, and that the terms of this engagement or any such
additional engagement may be embodied in one or more separate written
agreements. Unless such additional engagement is undertaken with respect to a
matter that is the subject of another written agreement that contains a specific
provision(s) dealing with indemnification of WIC, this indemnification shall
apply to the engagement specified in Section 1 hereof as well as to any such
additional engagement(s) and any modification of said engagement or such
additional engagement(s) and shall remain in full force and effect following the
completion or termination of said engagement or such additional engagements.

     (b)  At the inception of any individual's service as a member of the Board
of Directors of the Company (or its Executive Committee) or as the Chief
Executive Officer or Chief Financial Officer of the Company pursuant to Section
3(a), 3(b) or 3(c) hereof, the Company shall enter into an Indemnification
Agreement with such individual in substantially the form and substance the same
as agreements then providing indemnification for other members of the Company's
Board of Directors.

     (c)  The Company shall purchase and maintain insurance on behalf of any
individual serving as a member of the Board of Directors of the Company (or its
Executive Committee) or as the Chief Executive Officer or Chief Financial
Officer of the Company pursuant to Sections 3(a), (b) or (c) hereof against any
liability that may be asserted against or expense that may be incurred by such
individual in connection with the Company's activities. Such insurance shall be
of a nature and amount that is consistent with other, similar publicly traded
companies, and shall be at least as extensive as that purchased on behalf of the
Company's other officers and directors, if applicable.

     8.   Confidential Information.  In connection with the performance of the
services hereunder, WIC agrees not to divulge any confidential information,
secret processes or trade secrets disclosed by the Company to WIC solely in its
capacity as a financial advisor, unless the Company consents to the divulging
thereof or such information, secret processes, or trade secrets are publicly
available or otherwise available to WIC without restriction or breach of any
confidentiality agreement or unless required by any governmental authority or in
response to any valid legal process.

                                      -4-
<PAGE>

     9.   Notices.  All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, sent by facsimile
transmission, mailed by registered or certified United States mail (return
receipt requested), or sent by nationally recognized overnight courier service,
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):

     (a)  If to WIC, to:

          Wiser Investment Company, LLC
          c/o Douglas P. Heller
          1629 Locust Street
          Philadelphia, PA 19103

     (b)  If to the Company or the Review Committee, to:

          The Wiser Oil Company
          8115 Preston Road
          Suite 400
          Dallas, Texas 75225
          Attention: President

     Any of the above addresses may be changed at any time by notice given as
provided above; provided, however, that any such notice of change of address
shall be effective only upon receipt. All notices, requests or instructions
given in accordance herewith shall be deemed received on the date of delivery,
if hand delivery, on the date of receipt, if sent by facsimile transmission,
three business days after the date of mailing, if mailed by registered or
certified mail, return receipt requested, and one business day after the date of
sending, if sent by nationally recognized overnight courier service.

     10.  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY
CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF
DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAW
OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

     11.  Assignment.  This Agreement and all provisions contained herein shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, neither this Agreement
nor any of the rights, interests, or obligations hereunder shall be assigned by
any of the parties without the prior written consent of the other parties.

     12.  Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same

                                      -5-
<PAGE>

instrument, and the signature of any party to any counterpart shall be deemed a
signature to, and may be appended to, any other counterpart.

     13.  Other Understandings.  All discussions, understandings, and agreements
heretofore made between any parties hereto with respect to the subject matter
hereof are merged in this Agreement, which alone fully and completely expresses
the agreement of the parties hereto. All calculations of the Reimbursable
Expenses shall be made by WIC and, in the absence of mathematical error, shall
be final and conclusive.

                                      ***

                                      -6-
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.

                                        THE WISER OIL COMPANY

                                        By: ____________________________________

                                        Name: __________________________________
                                        Title: _________________________________



                                        WISER INVESTMENT COMPANY, LLC


                                        By: ____________________________________

                                        Name: __________________________________
                                        Title: _________________________________

                                      -7-
<PAGE>

                                                                       EXHIBIT A


                             EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT (this "Agreement"), dated as of_____________, 2000
(the "Effective Date"), between The Wiser Oil Company, a Delaware corporation
(the "Company"), and George K. Hickox, Jr. (the "Employee").

     WHEREAS, the Company desires to employ the Employee, and the Employee
desires to be employed by the Company, on the terms and conditions hereinafter
set forth;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby, the
Company and the Employee hereby agree as follows:

      1.    Employment.  The Company agrees to employ the Employee, and the
            ----------
Employee agrees to undertake employment with the Company, for the period set
forth in Paragraph 2, in the positions and with the duties and responsibilities
set forth in Paragraph 3, and upon the other terms and conditions herein
provided.

      2.    Term.  The employment of the Employee by the Company as provided in
            ----
Paragraph 1 shall be for a period commencing on the Effective Date and ending
upon the second anniversary thereof unless further extended or sooner terminated
as herein provided (the "Employment Term").  The Employment Term may be extended
for such additional period as may from time to time be mutually agreed upon in
writing between the parties hereto.

      3.    Position and Duties.
            -------------------

     (a) During the Employment Term, the Employee shall serve as Chief Executive
Officer and (to the extent elected or appointed as a director of the Company)
Chairman of the Board of the Company, accountable only to the Board of Directors
of the Company (the "Board").  In such capacities, the Employee shall perform
the duties of Chief Executive Officer and Chairman of the Board, as set forth in
the Company's Bylaws, as they may be amended from time to time, and shall have
such other duties, functions, responsibilities, and authority commensurate with
such offices as are from time to time delegated to the Employee by the Board,
provided that such duties, functions, responsibilities, and authority are
reasonable and customary for a person serving as Chief Executive Officer and
Chairman of the Board of an enterprise comparable to the Company.

     (b) During the Employment Term, the Employee shall devote a substantial
majority of his time, skill, and attention and his best efforts during normal
business hours to the business and affairs of the Company necessary to discharge
faithfully and efficiently the duties and responsibilities delegated and
assigned to the Employee herein or pursuant hereto, except for usual, ordinary,
and customary periods of vacation and absence due to illness or other
disability.  The Company acknowledges that the Employee has outside business
interests and agrees that the Employee may devote a portion of his time and
attention to such business interests provided such business interests do not
materially interfere with the Employee's performance of his duties hereunder;
provided, however, in no event shall such other activities by the Employee be
deemed to materially interfere
<PAGE>

with the Employee's duties hereunder until the Employee has been notified in
writing thereof by the Board and been given a reasonable period in which to cure
such interference.

     (c)    During the Employment Term, the Employee shall serve, if elected or
appointed, as a director of the Company, as a director and officer of any
subsidiary of the Company, and as a member of any committee of the Board or of
the board of directors of any subsidiary of the Company.

     (d)    All services that the Employee may render to the Company or any of
its subsidiaries in any capacity during the Employment Term shall be deemed to
be services required by this Agreement and consideration for the compensation
provided for herein.

      4.    Compensation and Related Matters.
            --------------------------------

      (a)   Base Salary.  During the Employment Term, the Company shall pay to
            -----------
the Employee for his services hereunder a base salary at the rate of one dollar
($1.00) per year, subject to adjustment as set forth herein, payable prior to
the end of each year during the Employment Term. If during the Employment Term
the Employee's base salary exceeds one dollar per year, such salary shall be
paid in equal installments in accordance with the Company's standard payroll
practices. In addition to base salary, the Employee may be paid bonuses in such
amounts as may be determined by the Board, in its discretion.

     (b)    Base Salary Adjustments.  The base salary payable to the Employee
            -----------------------
hereunder may be adjusted from time to time by the Board, in its discretion.

     (c)    Employee Benefits.  During the Employment Term, the Employee shall
            -----------------
be entitled to participate in any and all employee benefit plans, programs, and
arrangements provided by the Company to its executive officers generally,
subject to and on a basis consistent with the terms, conditions, and overall
administration (including eligibility and vesting requirements) of such plans,
programs, and arrangements; provided, however, that, unless otherwise determined
by the Board, the Employee shall not be entitled to receive any stock options,
restricted stock or other similar stock-based awards under the Company's stock
incentive plans.

      (d)   Expenses.
            --------

            (i)  During the Employment Term, the Employee shall be entitled to
     receive prompt reimbursement for all reasonable expenses incurred by the
     Employee in performing his duties and responsibilities hereunder, in
     accordance with the policies, practices, and procedures of the Company from
     time to time in effect for its executive officers.

            (ii) During the Employment Term, the Company shall, at its sole
     expense, provide the Employee with a leased automobile, of a make, model,
     color and year reasonably acceptable to him, for the Employee's business
     and private use while in Dallas, Texas on

                                      -2-
<PAGE>

     Company business. In addition, during the Employment Term, the Company
     shall, upon receipt of itemized vouchers for expenses, submitted to the
     Company on a monthly basis, reimburse the Employee for his reasonable and
     necessary expenses, including maintenance, repairs, gasoline and insurance,
     incurred in the operation of such leased automobile.

            (iii)  During the Employment Term, the Company shall reimburse the
     Employee for all actual and reasonable expenses associated with the
     Employee's travel to and from Philadelphia, Pennsylvania for purposes of
     Company business.

            (iv)   During the Employment Term, the Company shall, at its sole
     expense, provide the Employee with suitable alternative housing in Dallas,
     Texas, and shall pay or reimburse the Employee for all utility and hook-up
     costs associated with such alternative housing.

      5.    Termination of Employment by Company.
            ------------------------------------

      (a)   Death.  The Employee's employment hereunder shall terminate
            -----
automatically upon his death.

      (b)   Disability.  If the Disability (as defined below) of the Employee
            ----------
occurs during the Employment Term, the Company may notify the Employee of the
Company's intention to terminate the Employee's employment hereunder for
Disability.  In such event, the Employee's employment hereunder shall terminate
effective on the 30th day following the date such notice of termination is
received by the Employee, provided that the Employee shall not have returned to
the full-time performance of his duties hereunder and performed the same free of
any Disability through such 30-day period.  For purposes of this Agreement, the
"Disability" of the Employee shall be deemed to have occurred if the Employee
shall have been unable to perform substantially his duties hereunder for 90
consecutive days (excluding any leaves of absence approved by the Company) as a
result of his physical or mental incapacity.  If so terminated, the Employee
shall be entitled to receive the amount of any insurance benefits and proceeds
payable to the Employee under disability insurance programs and policies, if
any, then maintained by the Company for the Employee's benefit.

      (c)   Cause.  The Board may terminate the Employee's employment hereunder
            -----
for Cause (as defined below).  For purposes of this Agreement, "Cause" shall
mean any of the following:

            (i)    conduct by the Employee that constitutes willful misconduct,
     fraud, dishonesty, or a criminal act with respect to the Company or its
     subsidiaries;

            (ii)   conviction of the Employee of a felony involving fraud,
     dishonesty, or moral turpitude;

            (iii)  the willful and continued failure by the Employee to
     substantially perform his duties hereunder; or

                                      -3-
<PAGE>

            (iv)   the willful and material breach by the Employee of any of the
     provisions of this Agreement.

Notwithstanding the foregoing, the Employee shall not be deemed to have been
terminated for Cause without (i) first, notice to the Employee setting forth the
reasons for the Board's intention to terminate his employment for Cause, (ii)
next, an opportunity for the Employee, together with his counsel, to be heard
before the Board, and (iii) thereafter, delivery to the Employee of a Notice of
Termination (as defined below) from the Company, which notice shall be
accompanied by a resolution duly adopted by the Board finding that, in the good
faith opinion of the Board, Cause has occurred as defined hereunder.

      (d)   Notice of Termination.  Any termination of the Employee's employment
            ---------------------
hereunder by the Company shall be communicated by a Notice of Termination to the
Employee.  For purposes of this Agreement, a "Notice of Termination" shall mean
a written notice that (i) indicates the specific termination provision in this
Agreement relied upon, (ii) sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Employee's
employment under the provision so indicated, and (iii) specifies the effective
date of termination.

     (e)    Obligations.  If the Employee's employment hereunder is terminated
            -----------
by reason of his death or Disability or for Cause, the Company shall thereafter
have no further obligations to the Employee under this Agreement, except as
provided in Paragraphs 12 and 13.

     6.     Termination of Employment by Employee.  The Employee shall have the
            -------------------------------------
right to terminate his employment hereunder at any time by providing at least 30
days prior written notice of termination to the Company.  Following such notice,
the Employee shall continue to receive his base salary at the then current
annual rate fixed herein or pursuant hereto for the period through the date of
termination, provided his employment is not terminated earlier pursuant to
Paragraph 5 hereof, but the Company shall not be obligated to pay any base
salary or compensation (including severance pay) for any period of time after
such termination.  The foregoing shall not prevent the Company or the Board from
terminating the Employee's employment pursuant to Paragraph 5 hereof earlier
than the date of termination fixed pursuant to this Paragraph 6.

      7.    Compliance With Other Agreements.
            --------------------------------

     (a)    The Company represents and warrants to the Employee that the
execution, delivery, and performance by the Company of this Agreement have been
duly authorized by all necessary corporate action of the Company and do not and
will not conflict with or result in a violation of any provision of, or
constitute a default under, any contract, agreement, instrument, or obligation
to which the Company is a party or by which it is bound.

     (b)    The Employee represents and warrants to the Company that the
execution, delivery, and performance by the Employee of this Agreement do not
and will not conflict with or

                                      -4-
<PAGE>

result in a violation of any provision of, or constitute a default under, any
contract, agreement, instrument, or obligation to which the Employee is a party
or by which he is bound.

     8.     Certain Additional Payments by the Company.  Notwithstanding
            ------------------------------------------
anything to the contrary in this Agreement, in the event that any payment or
distribution by the Company to or for the benefit of the Employee, whether paid
or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise (a "Payment"), would be subject to the excise tax imposed
by Section 4999 of the Internal Revenue Code or any interest or penalties with
respect to such excise tax (such excise tax, together with any such interest or
penalties, are hereinafter collectively referred to as the "Excise Tax"), the
Company shall pay to the Employee an additional payment (a "Gross-up Payment")
in an amount such that after payment by the Employee of all taxes (including any
interest or penalties imposed with respect to such taxes), including any Excise
Tax imposed on any Gross-up Payment, the Employee retains an amount of the
Gross-up Payment equal to the Excise Tax imposed upon the Payments.  The Company
and the Employee shall make an initial determination as to whether a Gross-up
Payment is required and the amount of any such Gross-up Payment.  The Employee
shall notify the Company immediately in writing of any claim by the Internal
Revenue Service which, if successful, would require the Company to make a Gross-
up Payment (or a Gross-up Payment in excess of that, if any, initially
determined by the Company and the Employee) within five days of the receipt of
such claim.  The Company shall notify the Employee in writing at least five days
prior to the due date of any response required with respect to such claim if it
plans to contest the claim.  If the Company decides to contest such claim, the
Employee shall cooperate fully with the Company in such action; provided,
however, the Company shall bear and pay directly or indirectly all costs and
expenses (including additional interest and penalties) incurred in connection
with such action and shall indemnify and hold the Employee harmless, on an
after-tax basis, for any Excise Tax or income tax, including interest and
penalties with respect thereto, imposed as a result of the Company's action.
If, as a result of the Company's action with respect to a claim, the Employee
receives a refund of any amount paid by the Company with respect to such claim,
the Employee shall promptly pay such refund to the Company.  If the Company
fails to timely notify the Employee whether it will contest such claim or the
Company determines not to contest such claim, then the Company shall immediately
pay to the Employee the portion of such claim, if any, which it has not
previously paid to the Employee.

     9.     Confidentiality.  During the Employment Term and thereafter without
            ---------------
limitation of time, the Employee shall hold in strict confidence and shall not,
directly or indirectly, disclose or reveal to any person, or use for his own
personal benefit or for the benefit of anyone else, any trade secrets,
confidential dealings, or other confidential or proprietary information of any
kind, nature, or description (whether or not acquired, learned, obtained, or
developed by the Employee alone or in conjunction with others) belonging to or
concerning the Company or any of its subsidiaries (collectively, the
"Information"), except (a) with the prior written consent of the Company duly
authorized by the Board, (b) in the course of the proper performance of the
Employee's duties hereunder, or (c) as required by applicable law or legal
process.  The provisions of this Paragraph 9 shall be inoperative as to such
portions of the Information that (a) are or become generally available to the
public other than as a result of a disclosure by the Employee in violation of
this Agreement or

                                      -5-
<PAGE>

(b) become available to the Employee on a non-confidential basis from a source
that is not bound by an obligation of confidentiality to the Company. The
provisions of this Paragraph 9 shall continue in effect notwithstanding
termination of the Employee's employment hereunder for any reason.

     10.    Arbitration.  Any controversy or claim arising out of or relating to
            -----------
this Agreement or the breach thereof, excepting any controversy or claim arising
out of or relating to Paragraph 9 of this Agreement or any breach thereof, shall
be settled by arbitration before an arbitrator in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, and judgment on the
award rendered by the arbitrator may be entered in any court having jurisdiction
thereof.  The arbitration shall be conducted in Houston, Texas.  In any such
arbitration, the arbitrator shall not have the power to reform or modify this
Agreement in any way and to that extent his powers are so limited.  Neither
party shall resort to litigation except to enforce or appeal from such
arbitration or to enforce Paragraph 9 of this Agreement.

     If arbitration is necessary to enforce or interpret any of the Employee's
rights or obligations under this Agreement, and the Employee is the prevailing
party in such arbitration, the Employee shall be entitled to reimbursement by
the Company for any reasonable attorneys' fees, costs, and necessary
disbursements in addition to any other relief to which the Employee may be
entitled.

      11.   Withholding Taxes.  The Company shall withhold from any payments to
            -----------------
be made to the Employee hereunder such amounts (including social security
contributions and federal income taxes) as shall be required by federal, state,
and local withholding tax laws.

      12.   No Effect on Other Contractual Rights.  The provisions of this
            -------------------------------------
Agreement, and any payment provided for hereunder, shall not reduce any amounts
otherwise payable to the Employee, or in any way diminish the Employee's rights
as an employee of the Company, whether existing now or hereafter, under any
employee benefit plan, program, or arrangement or other contract or agreement of
the Company providing benefits to the Employee.

      13.   Survival.  Neither the expiration or the termination of the term of
            --------
the Employee's employment hereunder shall impair the rights or obligations of
either party hereto which shall have accrued hereunder prior to such expiration
or termination.

      14.   Notices.  All notices and other communications required or permitted
            -------
to be given hereunder by either party hereto shall be in writing and shall be
given by hand delivery or by first class registered or certified United States
mail, postage prepaid, return receipt requested, to the party for which intended
at the following addresses (or at such other addresses as shall be specified by
the parties by like notice):

                                      -6-
<PAGE>

          If to the Company, at:

               The Wiser Oil Company
               8115 Preston Road, Suite 400
               Dallas, Texas 75225-6311
               Attention:  President

          If to the Employee, at:

               George K. Hickox, Jr.
               1629 Locust Street
               Philadelphia, Pennsylvania 19103

All such notices and other communications shall be effective only upon receipt
by the addressee.

      15. Entire Agreement.  This Agreement constitutes the entire agreement
          ----------------
between the parties hereto concerning the subject matter hereof and supersedes
all prior agreements and understandings, both written and oral, between the
parties with respect to such subject matter.

      16. Binding Effect; Assignment.  This Agreement shall be binding upon and
          --------------------------
inure to the benefit of the parties hereto and their respective heirs, legal
representatives, successors, and permitted assigns; provided, however, that the
neither the Company nor the Employee shall assign or otherwise transfer this
Agreement or any of the respective rights or obligations hereunder without the
prior written consent of the other party hereto (except that any rights that the
Employee may have hereunder at the time of his death may be transferred by will
or pursuant to the laws of descent and distribution and the Company may assign
this Agreement to any successor to all or substantially all its business and
assets without the consent of the Employee).

      17. Amendment.  This Agreement may not be modified or amended in any
          ---------
respect except by an instrument in writing signed by the party against whom such
modification or amendment is sought to be enforced.

      18. Waiver.  Any term or condition of this Agreement may be waived at any
          ------
time by the party hereto which is entitled to have the benefit thereof, but such
waiver shall only be effective if evidenced by a writing signed by such party,
and a waiver on one occasion shall not be deemed to be a waiver of the same or
any other type of breach on a future occasion.  No failure or delay by a party
hereto in exercising any right or power hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right or power.

      19. Authority.  No person, other than pursuant to a resolution of the
          ---------
Board, shall have authority on behalf of the Company to agree to modify, amend,
or waive any provision of this Agreement or anything in reference thereto.

                                      -7-
<PAGE>

      20. Severability.  If any provision of this Agreement is held to be
          ------------
unenforceable, (a) this Agreement shall be considered divisible, (b) such
provision shall be deemed inoperative to the extent it is deemed unenforceable,
and (c) in all other respects this Agreement shall remain in full force and
effect; provided, however, that if any such provision may be made enforceable by
limitation thereof, then such provision shall be deemed to be so limited and
shall be enforceable to the maximum extent permitted by applicable law.

      21. Governing Law.  This Agreement shall be governed by and construed and
          -------------
enforced in accordance with the laws of the State of Delaware, without regard to
the principles of conflicts of laws thereof.

      22. Injunctive Relief.  In recognition of the fact that a breach by the
          -----------------
Employee of any of the provisions of Paragraph 9 will cause irreparable damage
to the Company for which monetary damages alone will not constitute an adequate
remedy, the Company shall be entitled as a matter of right to obtain a
restraining order, an injunction, an order of specific performance, or other
equitable or extraordinary relief from any court of competent jurisdiction
restraining any further violation of such provisions by the Employee or
requiring him to perform his obligations hereunder.  Such right to equitable or
extraordinary relief shall not be exclusive but shall be in addition to all
other rights and remedies to which the Company may be entitled at law or in
equity, including without limitation the right to recover monetary damages for
the breach by the Employee of any of the provisions of this Agreement.

      23. Counterparts.  This Agreement may be executed by the parties hereto in
          ------------
any number of counterparts, each of which shall be deemed an original, but all
of which shall constitute one and the same agreement.

                                      -8-
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on
its behalf by its duly authorized officer, and the Employee has executed this
Agreement, as of the date first set forth above.

                              "COMPANY"

                              THE WISER OIL COMPANY



                              By:__________________________________________
                                 Name:_____________________________________
                                 Title:____________________________________


                              "EMPLOYEE"


                              _____________________________________________
                              George K. Hickox, Jr.

                                      -9-
<PAGE>

                                                                       EXHIBIT E


                     RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                             THE WISER OIL COMPANY

     The Wiser Oil Company, a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"), hereby certifies as follows:

     1.   The present name of the Corporation is The Wiser Oil Company.  The
Corporation was originally incorporated under the name Petex-Wiser Corporation,
the original Certificate of Incorporation having been filed with the Secretary
of State of Delaware on September 16, 1970.

     2.   The within Restated Certificate of Incorporation restates and
integrates and also further amends the provisions of the Corporation's
Certificate of Incorporation as heretofore amended or supplemented.  The within
Restated Certificate of Incorporation was duly adopted in accordance with the
provisions of Section 245 of the General Corporation Law of the State of
Delaware.

     3.   The text of the Corporation's Certificate of Incorporation as
heretofore amended or supplemented is hereby restated and further amended to
read in its entirety as follows:

     First:    The name of the Corporation is The Wiser Oil Company.

     Second: The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, City of Wilmington, County of New Castle.  The
name of its registered agent at such address is The Corporation Trust Company.

     Third: The nature of the business and purposes to be conducted and promoted
by the Corporation is to conduct any lawful business, to promote any lawful
purpose and to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.

     Fourth: The aggregate number of shares of all classes of capital stock
which the Corporation shall have authority to issue is 31,300,000 shares, of
which 30,000,000 shares shall be Common Stock of the par value of $.01 per share
and 1,300,000 shares shall be Preferred Stock of the par value of $10 per share.
Upon the filing of this Restated Certificate of Incorporation with the Secretary
of State of Delaware, each outstanding and treasury share of Common Stock, par
value $3 per share, of the Corporation is hereby immediately and automatically
reclassified as and converted into one outstanding or treasury share of new
Common Stock of the par value of $.01 per share.  Each person who, at the time
of such filing, is
<PAGE>

the holder of a certificate or certificates evidencing shares of the then
outstanding Common Stock of the Corporation will thereafter be entitled, upon
surrendering such person's certificates to the Corporation at its principal
place of business, to receive in exchange therefor one or more certificates
representing the number of shares of the new Common Stock of the Corporation
into which such person's aggregate number of shares of Common Stock will have
been so reclassified and converted.

     The Preferred Stock may be issued from time to time in one or more series.
Each series of Preferred Stock shall be distinctively designated by letter or
descriptive words.  All series of Preferred Stock shall rank equally and be
identical in all respects except as set forth in the resolutions of the Board of
Directors of the Corporation providing for the issue of such stock.

     Authority is hereby expressly vested in the Board of Directors from time to
time to issue the Preferred Stock as Preferred Stock of any series, and in
connection with the creation of each such series to fix by resolution or
resolutions providing for the issue of shares thereof the number of shares, the
voting powers, if any, the designation, the preferences and relative,
participating, optional or other special rights, and the qualifications,
limitations or restrictions, of such series to the full extent now or hereafter
permitted by the laws of the State of Delaware.

     Fifth: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation and for the
purpose of creating, defining, limiting and regulating the powers of the
Corporation and its directors and stockholders:

          (a) Elections of directors need not be by written ballot unless the
     Bylaws of the Corporation shall so provide.

          (b) The Corporation reserves the right to amend, alter, change or
     repeal any provision contained in this Restated Certificate of
     Incorporation, and to merge, sell its assets and take other corporate
     action, to the extent and in the manner now or hereafter permitted or
     prescribed by statute, and all rights conferred upon stockholders herein
     are granted subject to this reservation.

     Sixth: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs.  If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this

                                       2
<PAGE>

Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

     Seventh:

     Section 7.1.   Management of Business and Affairs. The business and affairs
of the Corporation shall be managed by or under the direction of a Board of
Directors.

     Section 7.2.   Composition of Board.  The Board of Directors shall be
comprised as follows:

          (a) Number.  The whole Board of Directors shall consist of such number
     of persons, not less than 3 nor more than 14, as may from time to time be
     determined by the Board pursuant to a resolution adopted by a two-thirds
     vote of all the directors in office.

          (b) Classification; Term of Office.  Beginning with the Board of
     Directors to be elected at the annual meeting of stockholders to be held in
     1985, the directors shall be classified, in respect to the time for which
     they shall severally hold office, by dividing them into three classes, each
     such class to be as nearly equal in number as possible.  At the annual
     meeting of stockholders to be held in 1985, separate elections shall be
     held for the directors of each class, the term of office of directors of
     the first class to expire at the first annual meeting after their election;
     the term of office of the directors of the second class to expire at the
     second annual meeting after their election; and the term of office of the
     directors of the third class to expire at the third annual meeting after
     their election.  At each succeeding annual meeting, the stockholders shall
     elect directors of the class whose term then expires, to hold office until
     the third succeeding annual meeting.  Each director shall hold office for
     the term for which elected and until his or her successor is elected and
     qualified or until his or her earlier resignation or removal.

          (c) Removal of Directors.  Stockholders may remove a director or the
     entire Board of Directors from office at any time only for cause and only
     by vote of two-thirds of the Voting Power of the outstanding shares of
     Voting Stock of the Corporation, voting together as a single class. The
     term "Voting Stock" at any time shall mean the outstanding shares of
     capital stock of the Corporation entitled to vote at its next annual
     election of directors (without consideration of the rights of any class of
     stock other than the Common Stock to elect directors by a separate class
     vote); and a specified percentage of "Voting Power", with reference to any
     matter being voted upon by the stockholders, shall mean such number of
     shares of stock as shall enable the holders thereof to cast such percentage
     of the total number of votes entitled to be cast by holders of shares
     entitled to vote thereon.

          (d) Vacancies.  Vacancies in the Board of Directors, including newly
     created

                                       3
<PAGE>

     directorships resulting from an increase in the number of directors, shall
     be filled only by a two-thirds vote of all the directors in office. All
     directors elected to fill vacancies shall hold office for a term expiring
     at the annual meeting of stockholders at which the term of the class to
     which they have been elected expires. No decrease in the number of
     directors constituting the Board of Directors shall shorten the term of an
     incumbent director.

          (e) Preferred Stock Directors.  If at any time the holders of any
     class or series of Preferred Stock shall have the right, voting separately
     as a class, to elect one or more directors of the Corporation, none of the
     foregoing provisions of this Section 7.2 shall apply with respect to the
     director or directors elected by such holders of Preferred Stock.

     Eighth:

     Section 8.1.   Bylaws.  The Board of Directors shall have the power to
adopt, amend or repeal Bylaws of the Corporation, except to the extent that
Bylaws adopted by the stockholders may otherwise provide.  No Bylaws may be
adopted, amended or repealed by the stockholders unless such action is approved
by the vote of two-thirds of the Voting Power of the outstanding shares of
Voting Stock of the Corporation, voting together as a single class.

     Section 8.2.   Amendments to Restated Certificate of Incorporation.
Subject to the voting rights given to any particular class or series of
Preferred Stock by the Board of Directors pursuant to Article Fourth of this
Restated Certificate of Incorporation, and except as may be specifically
provided to the contrary in any other provision in this Restated Certificate of
Incorporation with respect to amendment or repeal of such provision, the vote of
two-thirds of the Voting Power of the outstanding shares of Voting Stock of the
Corporation, voting together as a single class, shall be required to amend the
provisions of Articles Seventh and Eighth of this Restated Certificate of
Incorporation or delete any provision of such Articles.

     Section 8.3.   Stockholder Meetings.  Subject to the rights of the holders
of any class or series of Preferred Stock to take action separately as a class,
any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of such
stockholders and may not be effected without a meeting by any consent in writing
by such stockholders.  Except as otherwise required by law and subject to the
rights of the holders of any class or series of Preferred Stock, special
meetings of stockholders of the Corporation may be called only by the Chairman
of the Board, the President or the Board of Directors.

     Ninth: To the fullest extent permitted by the General Corporation Law of
the State of Delaware as the same now exists or may hereafter be amended, a
director of the Corporation shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director.

     Tenth:

                                       4
<PAGE>

     Section 10.1.  Indemnification of Directors and Officers.  Except as
prohibited by law, every director and officer of the Corporation shall be
entitled as a matter of right to be indemnified by the Corporation against all
expenses and liability (as those terms are defined below in this Section 10.1)
incurred by such person in connection with any actual or threatened claim,
action, suit or proceeding, civil, criminal, administrative, investigative or
other, whether brought by or in the right of the Corporation or otherwise, in
which such person may be involved, as a party or otherwise, by reason of such
person being or having been a director or officer of the Corporation or of a
subsidiary of the Corporation or by reason of the fact that such person is or
was serving at the request of the Corporation as a director, officer, employee,
fiduciary or other representative of another corporation, partnership, joint
venture, trust, employee benefit plan or other entity (such claim, action, suit
or proceeding hereinafter being referred to as "Action"); provided, however,
that no such right to indemnification shall exist with respect to an Action
brought by an indemnitee (as defined below) against the Corporation (an
"Indemnitee Action") except as provided in the last sentence of this Section
10.1.  Persons who are not directors or officers of the Corporation may be
similarly indemnified in respect of service to the Corporation or to another
such entity at the request of the Corporation to the extent the Board of
Directors of the Corporation at any time designates any of such persons as
entitled to the benefits of this Article Tenth.  As used in this Article Tenth,
"indemnitee" shall include each director and officer of the Corporation and each
other person designated by the Board of Directors of the Corporation as entitled
to the benefits of this Section 10.1; "expenses" means all expenses actually and
reasonably incurred, including fees and expenses of counsel selected by an
indemnitee, and "liability" means all liability incurred, including the amounts
of any judgments, excise taxes, fines or penalties and any amounts paid in
settlement.  An indemnitee shall be entitled to be indemnified pursuant to this
Section 10.1 against expenses incurred in connection with an Indemnitee Action
only if (i) the Indemnitee Action is instituted under Section 10.3 of this
Article Tenth and the indemnitee is successful in whole or in part in such
Indemnitee Action, (ii) the indemnitee is successful in whole or in part in
another Indemnitee Action for which expenses are claimed or (iii) the
indemnification for expenses is included in the settlement of, or is awarded by
a court in, such other Indemnitee Action.

     Section 10.2.  Right to Advancement of Expenses.  Every indemnitee shall be
entitled as a matter of right to have the expenses of the indemnitee in
defending any Action or in bringing and pursuing any Indemnitee Action under
Section 10.3 of this Article Tenth paid in advance by the Corporation prior to
final disposition of the Action or Indemnitee Action provided that the
Corporation receives a written undertaking by or on behalf of the indemnitee to
repay the amount advanced if it should ultimately be determined that the
indemnitee is not entitled to be indemnified for the expenses.

     Section 10.3.  Right of Indemnitee to Bring Action.  If a written claim for
indemnification under Section 10.1 of this Article Tenth or for advancement of
expenses under Section 10.2 of this Article Tenth is not paid in full by the
Corporation within 30 days after the claim has been received by the Corporation,
the indemnitee may at any time thereafter bring an Indemnitee Action to recover
the unpaid amount of the claim and, if successful in whole or in part, the
indemnitee shall also be entitled to be paid the expense of bringing and
pursuing such Indemnitee Action.  The only defense to an Indemnitee Action to
recover on a claim for indemnification

                                       5
<PAGE>

under Section 10.1 of this Article Tenth shall be that the conduct of the
indemnitee was such that under Delaware law the Corporation is prohibited from
indemnifying the indemnitee for the amount claimed, but the burden of proving
such defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel and stockholders)
to have made a determination prior to the commencement of such Indemnitee Action
that indemnification of the indemnitee is proper in the circumstances, nor an
actual determination by the Corporation (including its Board of Directors,
independent legal counsel or stockholders) that the conduct of the indemnitee
was such that indemnification is prohibited by Delaware law, shall be a defense
to such Indemnitee Action or create a presumption that the conduct of the
indemnitee was such that indemnification is prohibited by Delaware law. The only
defense to an Indemnitee Action to recover on a claim for advancement of
expenses under Section 10.2 of this Article Tenth shall be failure by the
indemnitee to provide the undertaking required by Section 10.2 of this Article
Tenth.

     Section 10.4.  Funding and Insurance.  The Corporation may create a trust
fund, grant a security interest, cause a letter of credit to be issued or use
other means (whether or not similar to the foregoing) to ensure the payment of
all sums required to be paid by the Corporation to effect indemnification as
provided in this Article Tenth.  The Corporation may purchase and maintain
insurance to protect itself and any indemnitee against any expenses or liability
incurred by the indemnitee in connection with any Action, whether or not the
Corporation would have the power to indemnify the indemnitee against the
expenses or liability by law or under the provisions of this Article Tenth.

     Section 10.5.  Non-Exclusivity; Nature and Extent of Rights.  The rights to
indemnification and advancement of expenses provided for in this Article Tenth
shall (i) not be deemed exclusive of any other rights, whether now existing or
hereafter created, to which any indemnitee may be entitled under any agreement,
provision in the Restated Certificate of Incorporation or Bylaws of the
Corporation, vote of stockholders or disinterested directors or otherwise, (ii)
be deemed to create contractual rights in favor of each indemnitee who serves
the Corporation at any time while this Section 10.5 is in effect (and each such
indemnitee shall be deemed to be so serving in reliance on the provisions of
this Section 10.5), (iii) continue as to each indemnitee who has ceased to have
the status pursuant to which the indemnitee was entitled or was denominated as
entitled to indemnification under this Article Tenth and shall inure to the
benefit of the heirs and legal representatives of each indemnitee and (iv) be
applicable to Actions commenced after this Article Tenth becomes effective,
whether arising from acts or omissions occurring before or after this Article
Tenth becomes effective.  Any amendment or repeal of this Article Tenth or
adoption of any Bylaw of the Corporation or other provision of the Restated
Certificate of Incorporation of the Corporation which has the effect of limiting
in any way the rights to indemnification or advancement of expenses provided for
in this Article Tenth shall operate prospectively only and shall not affect any
action taken, or any failure to act, by an indemnitee prior to such amendment,
repeal, Bylaw or other provision becoming effective.

     Section 10.6.  Partial Indemnity.  If an indemnitee is entitled under any
provision of this Article Tenth to indemnification by the Corporation for some
or a portion of the expenses or liabilities incurred by the indemnitee in the
preparation, investigation, defense, appeal or

                                       6
<PAGE>

settlement of any Action or Indemnitee Action but not, however, for the total
amount thereof, the Corporation shall indemnify the indemnitee for the portion
of such expenses or liabilities to which the indemnitee is entitled.

     Eleventh:  This Restated Certificate of Incorporation integrates without
further amendment hereby and shall be deemed to include the Certificate of
Designation, Preferences and Rights of Series A Preferred Stock and Series B
Preferred Stock of The Wiser Oil Company filed with the Secretary of State of
Delaware on November 12, 1993.

     IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of
Incorporation to be signed this _____ day of _________________, 2000.


                                        THE WISER OIL COMPANY


                                        By:____________________________________
                                           Name:_______________________________
                                           Title:______________________________

                                       7
<PAGE>

                                                                       EXHIBIT F


                             STOCKHOLDER AGREEMENT

     THIS STOCKHOLDER AGREEMENT, dated as of ___________, 2000, is entered into
by and between The Wiser Oil Company, a Delaware corporation (the "Company"),
Wiser Investment Company, LLC, a Delaware limited liability company ("WIC"), and
___________________, a _________________("_____________" and, together with WIC,
"Purchaser").

                                   RECITALS:

     WHEREAS, the parties hereto have entered into the Stock Purchase Agreement
(such term and certain other capitalized terms used in this Agreement are
defined in Section 1.1 hereof) pursuant to which Purchaser has agreed to acquire
shares of Series C Preferred Stock, subject to the satisfaction of the
conditions set forth therein; and

     WHEREAS, the execution and delivery of this Agreement is a condition to
Purchaser's obligation to purchase the shares of Series C Preferred Stock
pursuant to the Stock Purchase Agreement;

     NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements hereinafter contained and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:


                                   ARTICLE I
                                  DEFINITIONS

     Section 1.1   Definitions.

     "Advice" shall have the meaning provided in Section 3.7 hereof.

     "Affiliate" means, with respect to any Person, any other Person directly,
or indirectly through one or more intermediaries, controlling, controlled by or
under common control with such Person.  For purposes of this definition and this
Agreement, the term "control" (and correlative terms) means the power, whether
by contract, equity ownership or otherwise, to direct the policies or management
of a Person.

     "Affiliated Group", with respect to any Person, means such Person and each
Affiliate and Associate of such Person and each other Person with whom such
Person is acting "as a partnership, limited partnership, syndicate, or other
group for the purpose of acquiring, holding, or disposing of" Shares (within the
meaning of Section 13(d)(3) of the Exchange Act, regardless of whether the
Company shall at any time be subject to the requirements of the Exchange Act).
<PAGE>

     "Agreement" means this Stockholder Agreement, as the same may be amended,
supplemented or modified from time to time in accordance with the terms hereof.

     "Annual Budget" shall have the meaning provided in Section 2.6 hereof.

     "Associate" means (i) any corporation or entity (other than the Company or
a Subsidiary of the Company) of which such Person is an officer or partner or
is, directly or indirectly, the Beneficial Owner of 10 percent or more of any
class of equity securities, (ii) any trust or other estate in which such Person
has a substantial beneficial interest or as to which such Person serves as
trustee or in a similar fiduciary capacity, and (iii) any relative or spouse of
such Person, or any relative of such Person, or any relative of such spouse, who
has the same home as such Person or who is a director or officer of the Company
or any of its Subsidiaries.

     "Beneficial Owner" and "Beneficially Own" mean, with respect to any Person,
any securities:

     (i)  which such Person or any of such Person's Affiliates or Associates
          beneficially owns, directly or indirectly; or

     (ii) which such Person or any of such Person's Affiliates or Associates,
          directly or indirectly, has

          (A)  the right to acquire (whether such right is exercisable
               immediately or only after the passage of time) pursuant to any
               agreement, arrangement or understanding (whether or not in
               writing), or upon the exercise of conversion rights, exchange
               rights, rights (other than Wiser Rights), warrants or options, or
               otherwise; provided, however, that a Person shall not be deemed
               the Beneficial Owner of, or to Beneficially Own, securities
               tendered pursuant to a tender or exchange offer made by or on
               behalf of such Person or any of such Person's Affiliates or
               Associates until such tendered securities are accepted for
               purchase or exchange; or

          (B)  the right to vote pursuant to any agreement, arrangement or
               understanding (whether or not in writing); provided, however,
               that a Person shall not be deemed the Beneficial Owner of, or to
               Beneficially Own, any security if the agreement, arrangement or
               understanding to vote such security (1) arises solely from an
               immediately revocable proxy or consent given to such Person in
               response to a public proxy or consent solicitation made pursuant
               to, and in accordance with, the applicable rules and regulations
               of the Exchange Act and (2) is not also then reportable on
               Schedule 13D under the Exchange Act (or an equivalent form); or

    (iii) which are beneficially owned, directly or indirectly, by any other
          Person (or any Affiliate or Associate thereof) with which such Person
          (or any of such Person's Affiliates or Associates) has any agreement,
          arrangement or understanding (whether

                                       2
<PAGE>

          or not in writing) for the purpose of acquiring, holding, voting
          (except to the extent permitted by subparagraph (ii)(B) of this
          definition) or disposing of any voting securities of the same issuer.

     "Board" means the Board of Directors of the Company.

     "Business Day" means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in New York, New
York or Dallas, Texas generally are authorized or required by law to close.

     "Certificate of Designation" means the Certificate of Designation for the
Series C Preferred Stock.

     "Closing" means the closing of the transactions contemplated by the Stock
Purchase Agreement.

     "Closing Date" means the date on which the Closing takes place.

     "Common Stock" means the Company's Common Stock, $0.01 par value per share,
and, except where the context otherwise requires, the accompanying Wiser Rights.

     "Common Stock Equivalents" means (without duplication with any other Common
Stock or Common Stock Equivalents) any rights (other than Wiser Rights),
warrants, options, convertible securities or indebtedness, exchangeable
securities or indebtedness, or other rights, exercisable for or convertible or
exchangeable into, directly or indirectly, Common Stock of the Company and
securities convertible or exchangeable into Common Stock (at the time of
issuance or upon the passage of time or the occurrence of some future event);
including the Underlying Common Shares.

     "Company" has the meaning set forth in the introductory paragraph hereof.

     "Conversion Shares" means all shares of the Common Stock issuable upon
conversion of the Preferred Shares in accordance with the terms of the
Certificate of Designation.

     "Deferral Event" shall have the meaning set forth in Section 3.1(d) hereof.

     "Demand Registration" shall have the meaning set forth in Section 3.1(a)
hereof.

     "Demand Request" shall have the meaning set forth in Section 3.1(a) hereof.

     "Dividend Shares" means the shares of Common Stock issuable in payment of
dividends payable on the Preferred Shares in accordance with the terms of the
Certificate of Designation.

     "Equity Securities" means any capital stock of the Company, any securities
directly or indirectly convertible into, or exercisable or exchangeable for, any
capital stock of the Company,

                                       3
<PAGE>

or any right (other than Wiser Rights), option, warrant or other security which,
with the payment of additional consideration, the expiration of time or the
occurrence of any event shall give the holder thereof the right to acquire any
capital stock of the Company or any security convertible into or exercisable or
exchangeable for, any capital stock of the Company.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated by the SEC thereunder.

     "Excluded Registration" means a registration under the Securities Act of
(i) securities issuable under employee compensation or benefit programs or
otherwise on Form S-8 or an equivalent form, or (ii) securities issuable under
an exchange offer or an offering of securities solely to the existing
stockholders or employees of the Company or to the existing stockholders of
another company in connection with a merger or acquisition or otherwise on Form
S-4 or an equivalent form.

     "Executive Committee" shall have the meaning set forth in Section 2.1(b)
hereof.

     "Fully-Diluted Shares" means, at any time, the then outstanding shares of
Common Stock plus (without duplication) all shares of Common Stock issuable (at
the time of issuance or upon passage of time or the occurrence of some future
event), upon the exercise, conversion or exchange of all then-outstanding Common
Stock Equivalents.  The percentage of the Fully-Diluted Shares held by a Person
at any time shall be determined so that a Person is deemed the Beneficial Owner
of the then outstanding shares of Common Stock attributable to such Person plus
(without duplication) all shares of Common Stock issuable (whether at the time
of issuance or upon passage of time or the occurrence of some future event),
upon the exercise, conversion or exchange of all then-outstanding Common Stock
Equivalents attributable to such Person, which shares of Common Stock (but not
Common Stock issuable under any other outstanding Common Stock Equivalents)
shall be deemed to be outstanding for purposes of this determination.

     "Inspectors" shall have the meaning set forth in Section 3.6(j) hereof.

     "Management Agreement" means the Management Agreement to be entered into by
and between the Company and WIC at the Closing.

     "Material Adverse Effect" shall have the meaning set forth in the Stock
Purchase Agreement.

     "NASD" shall have the meaning provided in Section 3.6(m) hereof.

     "Nasdaq" shall have the meaning set forth in Section 3.6(l) hereof.

     "Option" shall have the meaning set forth in the Stock Purchase Agreement.


     "Option Closing" shall have the meaning set forth in the Stock Purchase
Agreement.

                                       4
<PAGE>


     "Option Closing Date" shall have the meaning set forth in the Stock
Purchase Agreement.

     "Option Term" shall have the meaning set forth in the Stock Purchase
Agreement.

     "Person" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, limited liability company, joint
venture, joint-stock company, government or other agency or political
subdivision thereof or other entity of any kind.

     "Piggyback Registration" shall have the meaning set forth in Section 3.2(a)
hereof.

     "Preferred Shares" means the shares of Series C Preferred Stock to be
purchased by Purchaser at the Closing and any Option Closings pursuant to the
Stock Purchase Agreement.

     "Purchaser" shall have the meaning set forth in the introductory paragraph
hereof.

     "Purchaser Designee" shall have the meaning set forth in Section 2.1(a)
hereof.

     "Purchaser Group" means each Purchaser together with its respective
Affiliates.

     "Purchaser Representative" shall have the meaning set forth in Section
3.1(a) hereof.

     "Records" shall have the meaning set forth in Section 3.6(j) hereof.

     "Registrable Shares" means at any time the Underlying Common Shares and any
other Equity Securities issued or issuable with respect thereto by way of stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization or otherwise;
provided, however, that Registrable Shares shall not include any shares (i) the
sale of which has been registered pursuant to the Securities Act and which
shares have been sold pursuant to such registration, or (ii) which have been
sold to the public pursuant to Rule 144 of the SEC under the Securities Act.

     "Registration Expenses" shall have the meaning set forth in Section 3.8
hereof.

     "Required Filing Date" shall have the meaning set forth in Section 3.1(a)
hereof.

     "Restated Bylaws" means the Restated Bylaws of the Company, as amended from
time to time following the Closing Date.

     "Restated Certificate" means the Restated Certificate of Incorporation of
the Company approved by the stockholders of the Company at the Stockholders'
Meeting (as defined in the Stock Purchase Agreement), as amended from time to
time following the Closing Date.

     "SEC" means the Securities and Exchange Commission.

                                       5
<PAGE>

     "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.

     "Series C Preferred Stock" means the Company's Series C Cumulative
Convertible Preferred Stock, par value $10.00 per share, which shall have the
terms set forth in the Certificate of Designation.

     "Shares" means the Preferred Shares, Warrant Shares, Conversion Shares
and/or Dividend Shares.

     "Shelf Registration" shall have the meaning set forth in Section 3.4(a)
hereof.

     "Stock Purchase Agreement" means that certain Amended and Restated Stock
Purchase Agreement dated as of December 13, 1999 between WIC and the Company, as
the same may be amended, supplemented or modified from time to time in
accordance with the terms hereof.

     "Subsidiary" of any Person means (i) a corporation, a majority of whose
stock with voting power, under ordinary circumstances, to elect directors is at
the date of determination thereof, directly or indirectly, owned by such Person,
by one or more subsidiaries of such Person or by such Person and one or more
subsidiaries of such Person, and (ii) any other Person (other than a
corporation) in which such Person, a subsidiary of such Person or such Person
and one or more subsidiaries of such Person, directly or indirectly, at the date
of determination thereof, has (x) at least a majority ownership interest or (y)
the power to elect or direct the election of the directors or other governing
body of such Person.

     "Suspension Notice" shall have the meaning provided in Section 3.7 hereof.

     "Underlying Common Shares" means the Warrant Shares, the Conversion Shares
and the Dividend Shares.

     "Warrant Agreement" means each Warrant Agreement to be entered into by and
between the Company and WIC at the Closing and any Option Closings.

     "Warrants" means the Common Stock purchase warrants issued under the
Warrant Agreement.

     "Warrant Shares" means all shares of Common Stock issuable upon exercise of
the Warrants in accordance with the terms of the Warrant Agreement.

     "WIC" shall have the meaning set forth in the introductory paragraph
hereof.

     "Wiser Rights" means rights to purchase Series B Preferred Stock of the
Company pursuant to the Wiser Rights Agreement.

                                       6
<PAGE>

     "Wiser Rights Agreement" means the Rights Agreement dated as of October 25,
1993 by and between the Company and ChaseMellon Shareholder Services, L.L.C., as
successor rights agent, as amended.

     Section 1.2   References and Titles.  Titles appearing at the beginning of
any Articles, Sections, subsection, or other subdivisions of this Agreement are
for convenience only, do not constitute any part of such Articles, Sections,
subsections or other subdivisions, and shall be disregarded in construing the
language contained therein.  The words "this Agreement," "herein," "hereby,"
"hereunder," and "hereof" and words of similar import, refer to this Agreement
as a whole and not to any particular subdivision unless expressly so limited.
The words "this Section," "this subsection," and words of similar import, refer
only to the Sections or subsections hereof in which such words occur.  The word
"including" (in its various forms) means "including without limitation."
Pronouns in masculine, feminine or neuter genders shall be construed to state
and include any other gender, and words, terms and titles (including terms
defined herein) in the singular form shall be construed to include the plural
and vice versa, unless the context otherwise expressly requires.  Unless the
context otherwise requires, all defined terms contained herein shall include the
singular and plural and the conjunctive and disjunctive forms of such defined
terms.

                                   ARTICLE II
                MANAGEMENT OF THE COMPANY AND CERTAIN ACTIVITIES

     Section 2.1   Board of Directors; Executive Committee.

     (a) Board Representation.  At the Closing, the Company shall fill the
vacancies on the Board created by the resignation of Andrew J. Shoup, Jr.,
Howard Hamilton and John W. Cushing III (executed originals of which have been
delivered to the Company on the date hereof) with three nominees designated by
Purchaser (each, a "Purchaser Designee"), one of which shall also be designated
to serve as the Chairman of the Board.  Subject to Section 2.1(e) hereof, from
and after the Closing and any Option Closings Purchaser shall have the
continuing right to designate the Purchaser Designees and the Chairman of the
Board.  Each Purchaser Designee shall serve until the annual meeting of the
Company's stockholders at which the term of the class to which such Purchaser
Designee has been appointed expires, and until his or her respective successor
is elected and qualified or until his or her earlier death, resignation or
removal from office.  Unless Purchaser advises the Board in writing of one or
more replacement Purchaser Designees for the Company's next annual or special
meeting of stockholders at which directors are elected and the term of one or
more Purchaser Designee expires, then the Purchaser Designee(s) for any such
meeting shall be deemed to be the incumbent Purchaser Designee(s). During the
term of the Management Agreement, designations under this Section 2.1(a) shall
be made by WIC on behalf of Purchaser.

     (b) Executive Committee.  At the Closing, an executive committee for the
Company (the "Executive Committee") shall be created and the Company shall take
all actions so that the three Purchaser Designees and C. Frayer Kimball, III,
are appointed to serve on the Executive Committee.  The President of the Company
shall serve as an advisory member of the Executive

                                       7
<PAGE>

Committee.  The Executive Committee shall have and may exercise all the powers
and authority of the Board in the management of the business and affairs of the
Company on matters which by law do not need whole Board approval. The
affirmative vote of a majority of the members of the Executive Committee must
approve a particular matter for it to be the act of the Executive Committee. If
the affirmative vote of a majority of the members of the Executive Committee on
a particular matter submitted to the Executive Committee for approval cannot be
obtained, such matter shall be submitted to the whole Board for approval.
Executive Committee approval shall be required to approve operating or capital
expenditures exceeding $1,000,000 per transaction, unless such expenditures were
specifically approved by the Board as part of the Annual Budget. Whole Board
approval shall be required to approve (i) any operating or capital expenditure
or series of related expenditures exceeding $2,500,000, unless such expenditure
or expenditures were specifically approved by the Board as a part of the Annual
Budget, (ii) the nomination of members for election to the Board, (iii) the
filling of vacancies in the Board, the Executive Committee or other Board
committee, and (iv) transactions between the Company, on the one hand, and any
Purchaser or any Affiliate of any Purchaser, on the other hand. Written or
printed notice stating the place, day and hour of any meeting of the Executive
Committee and the purpose or purposes for which the meeting is called shall be
delivered to each member of the Executive Committee so that it is received by
such member not less than three days before the date of the meeting. Any action
required or permitted to be taken at a meeting of the Executive Committee may be
taken without a meeting if a consent in writing, setting forth the action so
taken, is signed by all the members of the Executive Committee.

     (c) Other Committees.  At the Closing, the Company shall take all necessary
action so that one Purchaser Designee who is not an executive officer of the
Company is appointed to serve as a member of each committee of the Board, other
than the Executive Committee.

     (d) Certain Officers.  Subject to Section 2.1(e), at and after the Closing
and any Option Closings Purchaser shall have the right to make all nominations
of individuals for election to the offices of Chief Executive Officer and Chief
Financial Officer of the Company.  During the term of the Management Agreement,
nominations under this Section 2.1(d) shall be made by WIC on behalf of
Purchaser.

     (e) Continuation of Rights.  (i) As long as the Purchaser Group
Beneficially Owns 4,600,000 or more Fully-Diluted Shares (excluding shares owned
by the Purchaser Group prior to the Closing Date), Purchaser shall be entitled
to designate in accordance with the provisions hereof three Purchaser Designees
to serve on the Board and the Executive Committee and one Purchaser Designee who
is not an executive officer of the Company to each other committee of the Board.
Otherwise, Purchaser shall be entitled to designate that number of Purchaser
Designees to the Board and the Executive Committee corresponding to the
Purchaser Group's Beneficial Ownership (excluding shares owned by the Purchaser
Group prior to the Closing Date) of Common Stock as set forth below:

                                       8
<PAGE>

        Number of Fully-Diluted Shares      Number of Purchaser Designees
        ------------------------------      -----------------------------

        From 2,800,000 to 4,600,000                    Two
        From 800,000 to 2,800,000                      One
        Less than 800,000                              Zero

     (ii)   At such time as the Purchaser Group Beneficially Owns fewer than
2,800,000 of the Fully-Diluted Shares, Purchaser shall no longer be entitled to
(A) designate the Chairman of the Board, (B) designate a Purchaser Designee to
serve on other committees of the Board in accordance with subsection (c) above
or (C) nominate the Chief Executive Officer and the Chief Financial Officer in
accordance with subsection (d) above.

     (iii)  As long as Purchaser is entitled to designate Purchaser Designees in
accordance with this Section 2.1, the Company agrees to continue to cause such
Purchaser Designee(s) (or their respective successor(s) designated by Purchaser)
to be nominated for election to the Board at each annual or special meeting of
stockholders at which directors are elected after the Closing when the term of
office of any Purchaser Designee expires.  To the extent the Company's proxy
statement for any meeting of stockholders includes a recommendation regarding
the election of any other nominees to the Board, the Company agrees to include a
recommendation that the stockholders also vote in favor of the Purchaser
Designee(s) that are nominated for election to the Board in accordance with this
Section 2.1.

     (iv)     (A)  Unless clause (B) of this Section 2.1(e)(iv) is applicable,
          at any time that the number of Purchaser Designees that Purchaser may
          designate decreases by operation of Section 2.1(e)(i) hereof (a
          "Designee Reduction"), a Purchaser Designee (or Purchaser Designees,
          as the case may be) selected by Purchaser shall cease to be a
          Purchaser Designee, though such individual shall continue to serve on
          the Board until his successor is duly elected and qualified.

            (B) If at the time of a Designee Reduction the Restated Certificate
          provides for a classified Board, (1) a Purchaser Designee (or
          Purchaser Designees, as the case may be) whose term of office expires
          at the next annual meeting of stockholders at which directors are
          elected (each an "Expiring Designee") shall cease to be a Purchaser
          Designee, though any such individual shall continue to serve on the
          Board until his successor is duly elected and qualified, provided that
          if the number of Expiring Designees exceeds the amount of the Designee
          Reduction, Purchaser shall select the Expiring Designee(s) that shall
          cease to be a Purchaser Designee(s) and (2) if the number of Expiring
          Designees is less than the amount of the Designee Reduction, Purchaser
          shall select an additional Purchaser Designee (or Purchaser Designees,
          as the case may be) who shall promptly resign from the Board, the
          Executive Committee and any other Board committee of which he is a
          member, provided that upon the affirmative vote of a majority of the
          remaining members of the Board, any such individual shall continue to
          serve on the Board until his successor is duly elected and qualified.
          The provisions of this clause (B) shall

                                       9
<PAGE>

          automatically terminate at such time as the Restated Certificate no
          longer provides for a classified Board.

     (v)  Notwithstanding anything in this Section 2.1(e) to the contrary, if at
the time of the Closing or any Option Closings the Purchaser Group Beneficially
Owns less than 6,624,069 Fully-Diluted Shares (excluding shares owned by the
Purchaser Group prior to the Closing Date), then for purposes of this Section
2.1(e) the number of Fully-Diluted Shares that must be Beneficially Owned by the
Purchaser Group in order for it to maintain a specified designation or related
right shall be adjusted by multiplying such number of Fully-Diluted Shares by a
fraction of which the numerator is the aggregate purchase price paid by
Purchaser at the Closing and any Option Closings, and the denominator is
$25,000,000.  Any calculation made under this Section 2.1(e)(iv) shall be
rounded to the nearest whole Fully-Diluted Share.

     (vi) In addition to any adjustment that is required under Section
2.1(e)(v), for purposes of this Section 2.1(e) the number of Fully-Diluted
Shares that must be Beneficially Owned by the Purchaser Group in order for it to
maintain a specified designation or related right shall be appropriately
adjusted from time to time in case the Company shall (A) pay a dividend on
Common Stock in Common Stock, (B) subdivide its outstanding shares of Common
Stock into a greater number of such shares or (C) combine its outstanding shares
of Common Stock into a smaller number of such shares.

     (f) Vacancies.  If, following an election or appointment to the Board or
committee thereof pursuant to this Section 2.1, any Purchaser Designee shall
resign or be removed or be unable to serve for any reason (other than as a
result of a Designee Reduction) prior to the expiration of his term as a
director of the Company or member of the Executive Committee and any other
applicable committee, then WIC on behalf of Purchaser shall, within 30 days of
such event, notify the Board in writing of a replacement Purchaser Designee, and
the Company shall cause such replacement Purchaser Designee to be appointed to
the Board and the Executive Committee and any other applicable committee to fill
the unexpired term of the Purchaser Designee who such new Purchaser Designee is
replacing.

     Section 2.2   Costs and Expenses.  The Purchaser Designees shall be
entitled to receive the same compensation and reimbursement of expenses, and to
participate in the same benefit and incentive plans, as the Company provides to
non-employee members of its Board of Directors generally.  In addition, the
Company will pay all reasonable out-of-pocket expenses incurred by Purchaser
Designees in connection with their participation in meetings of the Board of
Directors (and committees thereof) of the Company and the Boards of Directors
(and committees thereof) of the Subsidiaries of the Company.

     Section 2.3   Series C Preferred Directors.  Notwithstanding anything
herein to the contrary, the Company and the Board shall approve of and shall
take all actions as may be necessary to elect the directors that the holders of
the Series C Preferred Stock are entitled to elect upon an Event of
Noncompliance (each as defined in the Certificate of Designations) pursuant to
Section 10B of the Certificate of Designations.

                                       10
<PAGE>

     Section 2.4   Restated Certificate; Bylaws.  The Company shall ensure that
the Restated Certificate and Restated Bylaws as in effect immediately following
the date hereof do not, at any time thereafter, conflict in any respect with the
provisions of this Agreement.  In addition, the Company agrees that it will not
amend the Restated Bylaws or adopt a resolution in accordance with the Restated
Bylaws to increase the size of the Board from seven members without the approval
of a majority of the Purchaser Designees, or if only one Purchaser Designee
remains, approval by such remaining Purchaser Designee.

     Section 2.5   Other Activities of Purchaser Affiliates; Fiduciary Duties.
It is understood and accepted by the parties to this Agreement that each
Purchaser and its Affiliates have interests in other business ventures which may
be in conflict with the activities of the Company and its Subsidiaries and that,
subject to applicable law, nothing in this Agreement shall limit the current or
future business activities of Affiliates of each Purchaser, whether or not such
activities are competitive with those of the Company and its Subsidiaries;
provided, however, that nothing in this Agreement, express or implied, shall (i)
relieve any officer or director of the Company (including any Purchaser
Designee) or any of its Subsidiaries of any fiduciary or other duties or
obligations they may have to the Company's stockholders or (ii) affect the
obligations of WIC and its Affiliates under the Management Agreement.

     Section 2.6   Annual Budget.  The senior management of the Company shall
submit to the Board for its approval a strategic plan and budget, including
operating and capital budgets, as may be amended from time to time (the "Annual
Budget"), within 45 days following the date hereof (with respect to calendar
year 2000) and at least 60 days prior to the beginning of each succeeding
calendar year period.


                                  ARTICLE III
                              REGISTRATION RIGHTS

     Section 3.1   Demand Registration.

     (a) Request for Registration.  At any time WIC on behalf of Purchaser may
request the Company, in writing (a "Demand Request"), to effect the registration
under the Securities Act of all or part of its Registrable Shares (a "Demand
Registration").  Each Demand Request shall specify the number of Registrable
Shares proposed to be sold.  Subject to subsection (d) of this Section 3.1, the
Company shall file the Demand Registration within 30 days after receiving a
Demand Request (the "Required Filing Date"), and shall use all commercially
reasonable efforts to cause such Demand Registration to be declared effective by
the SEC as promptly as practicable after such filing; provided, that the Company
need effect only two Demand Registrations (any of which may be a Shelf
Registration pursuant to Section 3.4 below).  It is specifically agreed that the
Demand Registration rights set forth in this Section 3.1 shall be assignable to
any transferee of the Registrable Shares who is a member of the Purchaser Group,
but not otherwise; provided, however, that only WIC or such other Person duly
designated by WIC by written notice to the Company as agent to Purchaser (the
"Purchaser Representative") for the purposes of the giving and receipt of
demands, requests and other communications

                                       11
<PAGE>

pursuant to this Section 3.1, shall be entitled to request the Company to effect
the Demand Registration.

     (b) Effective Registration and Expenses.  A registration will not count as
a Demand Registration until it has become effective; provided, that if, after it
has become effective, an offering of Registrable Shares pursuant to a
registration is interfered with by any stop order, injunction, or other order or
requirement of the SEC or other governmental agency or court, such registration
will be deemed not to have been effected and will not count as a Demand
Registration.  Subject to the following sentence, in the event that a Demand
Request is made by WIC or the Purchaser Representative that is subsequently
withdrawn by such persons, all Registration Expenses incurred in connection
therewith shall be borne by Purchaser and such withdrawn Demand Request shall
not be counted as a Demand Registration in determining the number of Demand
Registrations to which Purchaser is entitled pursuant to subsection (a) of this
Section 3.1.  In the event that a Demand Request is made by WIC or the Purchaser
Representative that is subsequently withdrawn by such persons, all Registration
Expenses shall be borne by the Company if (i) the Company has not performed its
obligations hereunder in all material respects or (ii) there has been any event,
change or effect which, individually or in the aggregate, has had or would be
reasonably likely to have a Material Adverse Effect; and in such case a
withdrawn Demand Request shall not be counted as a Demand Registration in
determining the number of Demand Registrations to which Purchaser is entitled
pursuant to subsection (a) of this Section 3.1.

     (c) Selection of Underwriters.  If Purchaser intends to distribute the
Registrable Shares pursuant to a Demand Registration by means of an
underwriting, WIC on behalf of Purchaser shall so advise the Company as part of
the Demand Request and provide the name of the investment banking firm or firms
to manage the underwritten offering; provided that such selection shall be
subject to the consent of the Company, which consent shall not be unreasonably
withheld.  If the managing underwriter of such underwritten offering shall
inform the Company and WIC by letter of its belief that the amount of
Registrable Shares requested to be included in such registration exceeds the
amount which can be sold in (or during the time of) such offering within a price
range acceptable to WIC on behalf of Purchaser, then the Company shall only be
required to include in such registration such amount of Registrable Shares which
the Company is so advised can be sold in (or during the time of) such offering.

     (d) Deferral of Filing.  The Company may defer the filing (but not the
preparation) of a registration statement required by Section 3.1 until a date
not later than 120 days after the Required Filing Date (or, if longer, 120 days
after the effective date of the registration statement contemplated by clause
(ii) below) if at the time the Company receives the Demand Request, (i) the
Company or any of its Subsidiaries are engaged in or propose to engage in
confidential negotiations or other confidential business activities, disclosure
of which would be required in such registration statement (but would not be
required if such registration statement were not filed), and the Board
determines in good faith that such disclosure would be materially detrimental to
the Company and its stockholders or would have a material adverse effect on any
such confidential negotiations or other confidential business activities, or
(ii) the Company is engaged in or the Board has determined to effect a
registered underwritten public offering of the

                                       12
<PAGE>

Company's securities for the Company's account and the Company had taken
substantial steps (including, but not limited to, selecting a managing
underwriter for such offering) and is proceeding with reasonable diligence to
effect such offering (in either case, a "Deferral Event"). A deferral of the
filing of a registration statement pursuant to this subsection (d) shall be
lifted, and the requested registration statement shall be filed forthwith, if,
in the case of a deferral pursuant to clause (i) of the preceding sentence, the
negotiations or other activities are disclosed or terminated, or, in the case of
a deferral pursuant to clause (ii) of the preceding sentence, the registration
for the Company's account is either consummated or abandoned. In order to defer
the filing of a registration statement pursuant to this subsection (d), the
Company shall promptly (but in any event within five Business Days), upon
determining to seek such deferral, deliver to WIC a certificate signed by an
executive officer of the Company stating that the Company is deferring such
filing pursuant to this subsection (d) and a general statement of the reason for
such deferral and an approximation of the anticipated delay. Within 20 days
after receiving such certificate, WIC on behalf of Purchaser may withdraw such
Demand Request by giving notice to the Company; if withdrawn, the Demand Request
shall be deemed not to have been made for all purposes of this Agreement.

     Section 3.2   Piggyback Registrations.

     (a) Right to Piggyback.  Until such time as the Purchaser Group ceases to
Beneficially Own at least 5% (which percentage may be adjusted in accordance
with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time the Company
proposes to register any of its Common Stock (other than pursuant to an Excluded
Registration) under the Securities Act for sale to the public (whether for the
account of the Company or the account of any securityholder of the Company) or
proposes to make such an offering of Common Stock pursuant to a previously filed
registration statement pursuant to Rule 415 under the Securities Act and the
form of registration statement to be used permits the registration of
Registrable Shares, the Company shall give prompt written notice to WIC (which
notice shall be given not less than 30 days prior to the effective date of the
Company's registration statement), which notice shall offer each Purchaser the
opportunity to include any or all of its Registrable Shares in such registration
statement, subject to the limitations contained in subsection (b) of this
Section 3.2 (a "Piggyback Registration").  If Purchaser desires to have its
Registrable Shares included in such registration statement, WIC on behalf of
Purchaser shall so advise the Company in writing (stating the number of shares
desired to be registered) within 20 days after the date of such notice from the
Company.  WIC shall have the right to withdraw its request for inclusion of
Registrable Shares in any registration statement pursuant to this subsection (a)
by giving written notice to the Company of such withdrawal.  Subject to
subsection (b) of this Section 3.2, the Company shall include in such
registration statement all such Registrable Shares so requested to be included
therein; provided, however, that the Company may at any time withdraw or cease
proceeding with any such registration if it shall at the same time withdraw or
cease proceeding with the registration of Common Stock originally proposed to be
registered.  It is specifically agreed that the Piggyback Registration rights
set forth in this Section 3.2 shall not be assignable to any transferee of the
Registrable Shares other than members of the Purchaser Group who own more than
10% of the Registrable Shares; provided, however, that no member of the
Purchaser Group (other than WIC or the Purchaser Representative) shall be
entitled to receive or make notices

                                       13
<PAGE>


under this Section 3.2 and; provided, further, that, for purposes of this
Section 3.2 only, all notices delivered to WIC or the Purchaser Representative
shall be deemed to have been given to all members of the Purchaser Group and all
notices delivered to the Company by WIC or the Purchaser Representative shall be
deemed to have been given by the members of the Purchaser Group, except to the
extent explicitly specified in such notice.

     (b) Priority on Registrations.  If (i) a registration pursuant to
subsection (a) of this Section 3.2 involves an underwritten offering of the
securities being registered to be distributed (on a firm commitment basis) by or
through one or more underwriters of recognized standing under underwriting terms
customary and appropriate for such a transaction and (ii) the lead managing
underwriter of such underwritten offering shall inform the Company and WIC by
letter of its belief that the amount of Registrable Shares requested to be
included in such registration exceeds the amount which can be sold in (or during
the time of) such offering within a price range acceptable to Purchaser, then
the Company will include in such registration such amount of securities which
the Company is so advised can be sold in (or during the time of) such offering
pro rata on the basis of the amount of such Registrable Shares so proposed to be
--- ----
sold and so requested to be included by the members of the Purchaser Group;
provided, however, that (A) if the underwritten Piggyback Registration is a
primary offering on behalf of the Company, any shares requested to be included
in the registration statement (or registration statements) for any Person other
than members of the Purchaser Group shall be eliminated first prior to any such
pro rata reduction, (B) if the underwritten Piggyback Registration is a
secondary offering on behalf of any holder(s) of Common Stock, the shares
requested to be included therein by the holders requesting such registration and
the Registrable Shares requested to be included by the members of the Purchaser
Group shall be included pro rata on the basis of the number of shares held by
each such holder, and (C) no such reduction shall reduce the securities being
offered by the Company for its own account.

     Section 3.3   Obligations of Purchaser.  Purchaser shall not participate in
any registration statement hereunder unless each Purchaser agrees to (i) sell
its Registrable Shares on the basis provided in any customary underwriting
arrangements approved by the Company and (ii) complete and execute all
questionnaires, powers of attorney, indemnities, underwriting agreements, and
other documents reasonably required under the terms of such underwriting
arrangements; provided, however, that Purchaser shall not be required to make
any representations or warranties in connection with any such registration other
than representations and warranties as to (A) Purchaser's ownership of
Registrable Shares to be sold or transferred free and clear of all liens,
claims, and encumbrances, (B) Purchaser's power and authority to effect such
transfer, and (C) such matters pertaining to compliance with securities laws as
may be reasonably requested.

     Section 3.4   Shelf Registration.

     (a) Upon the written request of WIC on behalf of Purchaser, the Company
shall promptly prepare and file with the SEC (in any case within 30 days of such
written request) a shelf registration statement pursuant to Rule 415 under the
Securities Act and shall include therein such Registrable Shares as WIC shall
request (the "Shelf Registration").  The Company

                                       14
<PAGE>

shall use commercially reasonable efforts to cause such Shelf Registration
statement to be declared effective by the SEC. The Company shall keep such Shelf
Registration statement effective until the earlier of such time as (i) all
Registrable Shares have been sold or (ii) one year has elapsed from the
effective date of such Shelf Registration statement (plus a number of days equal
to the aggregate number of days that the Company suspends the disposition of
Registrable Shares under any Shelf Registration pursuant to subsection (b)
below). A Shelf Registration effected pursuant to this Section 3.4 shall count
as a Demand Registration.

     (b) The Company may suspend the disposition of Registrable Shares under any
Shelf Registration on any number of occasions for an aggregate period of up to
120 days in any one-year period with respect to a Deferral Event; provided,
however, that the 120 day period referred to in the immediately preceding clause
shall be reduced for each day the filing of such registration statement is
delayed pursuant to Section 3.1(d) hereunder and; provided further that a
suspension pursuant to this Section 3.4 shall be lifted if such negotiations or
other activities relating to such Deferral Event are disclosed by the Company or
terminated or, in the case of a registered underwritten public offering for the
Company's account, the registration is either consummated or abandoned.  In
order to suspend the disposition of Registrable Shares under this subsection
(b), the Company shall promptly but in any event within five Business Days, upon
determining to seek such suspension, deliver to each Holder a certificate signed
by an executive officer of the Company stating that the Company is suspending
the disposition of Registrable Shares hereunder and, subject to applicable
confidentiality agreements, a general statement of the reason for such
suspension and an approximation of the anticipated delay.

     Section 3.5   Holdback Agreement.  In connection with any underwritten
registration, the Company and each Purchaser agrees, and the Company and each
Purchaser agrees to use their reasonable efforts to cause their respective
Affiliates to agree, not to effect any public sale or private offer or
distribution of any Common Stock or Common Stock Equivalents during the ten
business days prior to the effectiveness under the Securities Act of any
underwritten registration and during such time period after the effectiveness
under the Securities Act of any underwritten registration (not to exceed 90
days) (except, if applicable, as part of such underwritten registration or in
connection with an Excluded Registration) as the Company and the managing
underwriter may agree.

     Section 3.6   Registration Procedures.  Whenever WIC on behalf of Purchaser
has requested that any Registrable Shares be registered pursuant to this
Agreement, the Company will use its commercially reasonable efforts to effect
the registration and the sale of such Registrable Shares in accordance with the
intended method of disposition thereof, and pursuant thereto the Company will as
expeditiously as possible:

     (a) prepare and file with the SEC a registration statement on any
appropriate form under the Securities Act with respect to such Registrable
Shares and use its commercially reasonable efforts to cause such registration
statement to become effective (provided that at least five days before filing a
registration statement or prospectus or at least two days before filing any
amendments or supplements thereto, the Company shall furnish to the counsel
selected by WIC

                                       15
<PAGE>

or the Purchaser Representative copies of all such documents proposed to be
filed, which documents shall be subject to the review and comment of such
counsel);

     (b) prepare and file with the SEC such amendments, post-effective
amendments, and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective for a period of not less than 180 days (or such lesser
period as is necessary for the underwriters in an underwritten offering to sell
unsold allotments or, in the case of a Shelf Registration, such period of time
set forth in Section 3.4(a)) and comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such
registration statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such registration
statement;

     (c) furnish to each seller of Registrable Shares and the underwriters of
the securities being registered such number of copies of such registration
statement, each amendment and supplement thereto, the prospectus included in
such registration statement (including each preliminary prospectus), any
documents incorporated by reference therein and such other documents as such
seller or underwriters may reasonably request in order to facilitate the
disposition of the Registrable Shares owned by such seller or the sale of such
securities by such underwriters (it being understood that, subject to Section
3.7 and the requirements of the Securities Act and applicable state securities
laws, the Company consents to the use of the prospectus and any amendment or
supplement thereto by each seller and the underwriters in connection with the
offering and sale of the Registrable Shares covered by the registration
statement of which such prospectus, amendment or supplement is a part);

     (d) use its commercially reasonable efforts to register or qualify such
Registrable Shares under such other securities or blue sky laws of such
jurisdictions as the managing underwriter reasonably requests; use its
commercially reasonable efforts to keep each such registration or qualification
(or exemption therefrom) effective during the period in which such registration
statement is required to be kept effective; and do any and all other acts and
things which may be reasonably necessary or advisable to enable each seller to
consummate the disposition of the Registrable Shares owned by such seller in
such jurisdictions (provided, however, that the Company will not be required to
(i) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph or (ii) consent to
general service of process in any such jurisdiction);

     (e) promptly notify each seller and each underwriter and (if requested by
any such Person) confirm such notice in writing (i) when a prospectus or any
prospectus supplement or post-effective amendment has been filed and, with
respect to a registration statement or any post-effective amendment, when the
same has become effective, (ii) of the issuance by any state securities or other
regulatory authority of any order suspending the qualification or exemption from
qualification of any of the Registrable Shares under state securities or "blue
sky" laws or the initiation of any proceedings for that purpose, and (iii) of
the happening of any event which makes any statement made in a registration
statement or related prospectus untrue or which requires the making of any
changes in such registration statement, prospectus or documents so that they
will not contain any untrue statement of a material fact or omit to state any
material fact

                                       16
<PAGE>

required to be stated therein or necessary to make the statements therein not
misleading, and, as promptly as practicable thereafter, prepare and file with
the SEC and furnish a supplement or amendment to such prospectus so that, as
thereafter deliverable to the purchasers of such Registrable Shares, such
prospectus will not contain any untrue statement of a material fact or omit a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;

     (f) make generally available to the Company's security holders an earnings
statement satisfying the provisions of Section 11(a) of the Securities Act as
soon as practicable but no later than 90 days after the end of the 12-month
period beginning with the first day of the Company's first fiscal quarter
commencing after the effective date of a registration statement, which earnings
statement shall cover said 12-month period, and which requirement will be deemed
to be satisfied if the Company timely files complete and accurate information on
Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule
158 under the Securities Act;

     (g) if requested by the managing underwriter or any seller promptly
incorporate in a prospectus supplement or post-effective amendment such
information as the managing underwriter or any seller reasonably requests to be
included therein, including, without limitation, with respect to the Registrable
Shares being sold by such seller, the purchase price being paid therefor by the
underwriters and with respect to any other terms of the underwritten offering of
the Registrable Shares to be sold in such offering, and promptly make all
required filings of such prospectus supplement or post-effective amendment;

     (h) as promptly as practicable after filing with the SEC of any document
which is incorporated by reference into a registration statement (in the form in
which it was incorporated), deliver a copy of each such document to each seller;

     (i) cooperate with the sellers and the managing underwriter to facilitate
the timely preparation and delivery of certificates (which shall not bear any
restrictive legends unless required under applicable law) representing
securities sold under any registration statement, and enable such securities to
be in such denominations and registered in such names as the managing
underwriter or such sellers may request and keep available and make available to
the Company's transfer agent prior to the effectiveness of such registration
statement a supply of such certificates;

     (j) promptly make available for inspection by any seller, any underwriter
participating in any disposition pursuant to any registration statement, and any
attorney, accountant or other agent or representative retained by any such
seller or underwriter (collectively, the "Inspectors"), all financial and other
records, pertinent corporate documents and properties of the Company
(collectively, the "Records"), as shall be reasonably necessary to enable them
to exercise their due diligence responsibility, and cause the Company's
officers, directors and employees to supply all information requested by any
such Inspector in connection with such registration statement; provided, that,
unless the disclosure of such Records is necessary to avoid or correct a
misstatement or omission in the registration statement or the release of such
Records is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction, the Company shall

                                       17
<PAGE>

not be required to provide any information under this subparagraph (j) if (1)
the Company believes, after consultation with counsel for the Company, that to
do so would cause the Company to forfeit an attorney-client privilege that was
applicable to such information or (2) if either (A) the Company has requested
and been granted from the SEC confidential treatment of such information
contained in any filing with the SEC or documents provided supplementally or
otherwise or (B) the Company reasonably determines in good faith that such
Records are confidential and so notifies the Inspectors in writing unless prior
to furnishing any such information with respect to clause (1) or (2) each
Purchaser agrees to enter into a confidentiality agreement in customary form and
subject to customary exceptions; and provided, further that each Purchaser
agrees that it will, upon learning that disclosure of such Records is sought in
a court of competent jurisdiction, give notice to the Company and allow the
Company at its expense, to undertake appropriate action and to prevent
disclosure of the Records deemed confidential;

     (k) furnish to each seller underwriter a signed counterpart of (i) an
opinion or opinions of counsel to the Company, and (ii) a comfort letter or
comfort letters from the Company's independent public accountants, each in
customary form and covering such matters of the type customarily covered by
opinions or comfort letters, as the case may be, as the sellers or managing
underwriter reasonably requests;

     (l) cause the Registrable Shares included in any registration statement to
be (i) listed on each securities exchange, if any, on which similar securities
issued by the Company are then listed, or (ii) authorized to be quoted and/or
listed (to the extent applicable) on the National Association of Securities
Dealers, Inc. Automated Quotation System ("Nasdaq") or the Nasdaq National
Market if the Registrable Shares so qualify;

     (m) cooperate with each seller and each underwriter participating in the
disposition of such Registrable Shares and their respective counsel in
connection with any filings required to be made with the National Association of
Securities Dealers, Inc. ("NASD");

     (n) during the period when the prospectus is required to be delivered under
the Securities Act, promptly file all documents required to be filed with the
SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;

     (o) notify each seller of Registrable Shares promptly of any request by the
SEC for the amending or supplementing of such registration statement or
prospectus or for additional information;

     (p) prepare and file with the SEC promptly any amendments or supplements to
such registration statement or prospectus which, in the opinion of counsel for
the Company or the managing underwriter, is required in connection with the
distribution of the Registrable Shares;

     (q) enter into such agreements (including underwriting agreements in the
managing underwriter's customary form) as are customary in connection with an
underwritten registration; and

                                       18
<PAGE>

     (r) advise each seller of such Registrable Shares, promptly after it shall
receive notice or obtain knowledge thereof, of the issuance of any stop order by
the SEC suspending the effectiveness of such registration statement or the
initiation or threatening of any proceeding for such purpose and promptly use
its best efforts to prevent the issuance of any stop order or to obtain its
withdrawal at the earliest possible moment if such stop order should be issued.

     Section 3.7   Suspension of Dispositions.  Each Purchaser agrees that, upon
receipt of any notice (a "Suspension Notice") from the Company of the happening
of any event of the kind described in Section 3.6(e)(iii), each Purchaser will
forthwith discontinue disposition of Registrable Shares until Purchaser's
receipt of the copies of the supplemented or amended prospectus, or until it is
advised in writing (the "Advice") by the Company that the use of the prospectus
may be resumed, and has received copies of any additional or supplemental
filings that are incorporated by reference in the prospectus, and, if so
directed by the Company, each Purchaser will deliver to the Company all copies,
other than permanent file copies then in Purchaser's possession, of the
prospectus covering such Registrable Shares current at the time of receipt of
such notice.  In the event the Company shall give any such notice, the time
period regarding the effectiveness of registration statements set forth in
Sections 3.4 and 3.6(b) hereof shall be extended by the number of days during
the period from and including the date of the giving of the Suspension Notice to
and including the date when each seller of Registrable Shares covered by such
registration statement shall have received the copies of the supplemented or
amended prospectus or the Advice.  The Company shall use its commercially
reasonable efforts and take such actions as are reasonably necessary to render
the Advice as promptly as practicable.

     Section 3.8   Registration Expenses.  All expenses incident to the
Company's performance of or compliance with this Article III, including, without
limitation, (i) all registration and filing fees, (ii) all fees and expenses
associated with filings required to be made with the NASD (including, if
applicable, the fees and expenses of any "qualified independent underwriter" as
such term is defined in Schedule E of the By-Laws of the NASD, and of its
counsel), as may be required by the rules and regulations of the NASD, (iii)
fees and expenses of compliance with securities or "blue sky" laws (including
reasonable fees and disbursements of counsel in connection with "blue sky"
qualifications of the Registrable Shares), (iv) rating agency fees, (v) printing
expenses (including expenses of printing certificates for the Registrable Shares
in a form eligible for deposit with Depository Trust Company and of printing
prospectuses, (vi) messenger and delivery expenses, (vii) the Company's internal
expenses (including without limitation all salaries and expenses of its officers
and employees performing legal or accounting duties), (viii) the fees and
expenses incurred in connection with any listing of the Registrable Shares, (ix)
fees and expenses of counsel for the Company and fees and expenses of the
Company's independent certified public accountants (including the expenses of
any special audit or "cold comfort" letters required by or incident to such
performance), (x) securities acts liability insurance (if the Company elects to
obtain such insurance), (xi) the fees and expenses of any special experts
retained by the Company in connection with such registration, (xii) the fees and
expenses of other Persons retained by the Company and (xiii) the reasonable fees
and expenses of one counsel selected by WIC and the Purchaser Representative
(all such expenses being herein called "Registration Expenses"), subject to
Section 3.1(b), will be borne

                                       19
<PAGE>

by the Company whether or not any registration statement becomes effective;
provided that, Purchaser shall bear 50% of all of the Registration Expenses
incurred in connection with the second Demand Registration that becomes
effective hereunder up to a maximum of $100,000 and; provided, further, that,
except as expressed otherwise provided above, in no event shall Registration
Expenses include (i) any expenses incurred by each Purchaser to retain any
counsel, accountant or other advisor, (ii) underwriting discounts, (iii) selling
commissions and (iv) transfer taxes.

     Section 3.9   Indemnification.

     (a) The Company agrees to indemnify and reimburse, to the fullest extent
permitted by law, any member of the Purchaser Group who is not deemed to control
the Company (within the meaning of the Securities Act or the Exchange Act) and
each of such member's employees, advisors, agents, representatives, partners,
members, officers and directors (A) against any and all losses, claims, damages,
liabilities, and expenses, joint or several (including, without limitation,
attorneys' fees and disbursements except as limited by subsection (c) of this
Section 3.9) based upon, arising out of, related to or resulting from any untrue
or alleged untrue statement of a material fact contained in any registration
statement, prospectus, or preliminary prospectus relating to the offer and sale
of Registrable Shares, or any amendment thereof or supplement thereto, or any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, (B) against any and all
loss, liability, claim, damage, and expense whatsoever, as incurred, to the
extent of the aggregate amount paid in settlement (effected with the Company's
consent) of any litigation or investigation or proceeding by any governmental
agency or body, commenced or threatened, or of any claim whatsoever based upon,
arising out of or resulting from any such untrue statement or omission or
alleged untrue statement or omission, and (C) against any and all costs and
expenses (including reasonable fees and disbursements of counsel) as may be
reasonably incurred in investigating, preparing, or defending against any
litigation, or investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon, arising out of or
resulting from any such untrue statement or omission or alleged untrue statement
or omission, to the extent that any such expense or cost is not paid under
subparagraph (A) or (B) above; except insofar as the same are made in reliance
upon and in strict conformity with information furnished in writing to the
Company by any Purchaser or any member of the Purchaser Group for use therein or
arise from any Purchaser's or any such members' failure to deliver a copy of the
registration statement or prospectus or any amendments or supplements thereto
that would have corrected the actual or alleged untrue statement or omission
after the Company has furnished any Purchaser or any such member of the
Purchaser Group with a sufficient number of copies of the same.  The
reimbursements required by this subsection (a) of this Section 3.9 will be made
by periodic payments during the course of the investigation or defense, as and
when bills are received or expenses incurred.

     (b) In connection with any registration statement that includes Registrable
Shares, any Purchaser and any member of the Purchaser Group selling Registrable
Shares will furnish to the Company in writing such information and affidavits as
the Company reasonably requests for use in connection with any such registration
statement or prospectus and such Purchaser and such

                                       20
<PAGE>

member of the Purchaser Group agrees to indemnify and reimburse the Company and
the Company's employees, advisors, agents, representatives, officers and
directors (A) against any and all losses, claims, damages, liabilities, and
expenses, joint or several (including, without limitation, reasonable attorneys'
fees and disbursements except as limited by subsection (c) of this Section 3.9)
based upon, arising out of, related to or resulting from any untrue statement or
alleged untrue statement of a material fact contained in the registration
statement, prospectus, or any preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, (B) against any and all loss, liability, claim, damage, and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement (effected with Purchaser's consent) of any litigation or
investigation or proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon, arising out of or resulting
from any such untrue statement or omission or alleged untrue statement or
omission, and (C) against any and all costs and expenses (including reasonable
fees and disbursements of counsel) as may be reasonably incurred in
investigating, preparing, or defending against any litigation, or investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever based upon, arising out of or resulting from any such
untrue statement or omission or alleged untrue statement or omission, to the
extent that any such expense or cost is not paid under subparagraph (A) or (B)
above; but only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with any information or affidavit so furnished in writing by such
Purchaser or member of the Purchaser Group specifically for inclusion in the
registration statement provided that the obligation to indemnify will be
several, not joint and several, among the members of the Purchaser Group selling
Registrable Shares, and the liability of each such seller of Registrable Shares
will be in proportion to, and provided further that such liability will be
limited to, the net amount received by such seller from the sale of Registrable
Shares pursuant to such registration statement; provided, however, that such
seller of Registrable Shares shall not be liable in any such case to the extent
that prior to the filing of any such registration statement or prospectus or
amendment thereof or supplement thereto, such seller has furnished in writing to
the Company information expressly for use in such registration statement or
prospectus or any amendment thereof or supplement thereto which corrected or
made not misleading information previously furnished to the Company. The
reimbursement required by this subsection (b) of this Section 3.9 will be made
by periodic payments during the course of the investigation or defense, as and
when bills are received or expenses incurred.

     (c) Any Person entitled to indemnification hereunder will (i) give prompt
written notice to the indemnifying party of any claim with respect to which it
seeks indemnification (provided that the failure to give such notice shall not
limit the rights of such Person except to the extent that the indemnifying party
is prejudiced thereby) and (ii) unless such indemnified party has been advised
by counsel that a conflict of interest between such indemnified and indemnifying
parties may exist with respect to such claim, permit such indemnifying party to
assume the defense of such claim with counsel reasonably satisfactory to the
indemnified party; provided, however, that any Person entitled to
indemnification hereunder shall have the right to employ separate counsel and to
participate in the defense of such claim, but the fees and expenses of such
counsel shall be at the expense of such Person unless (A) the indemnifying party
has agreed to pay such fees or

                                       21
<PAGE>

expenses, (B) the indemnifying party shall have failed to assume the defense of
such claim and employ counsel reasonably satisfactory to such Person, (C) the
named parties to any such action or proceeding (including any impleaded parties)
include both such indemnified party and the indemnifying party, and such
indemnified party shall have been advised by counsel in writing that there is a
conflict of interest on the part of counsel employed by the indemnifying party
to represent such indemnified party, or (D) the indemnified party's counsel
shall have advised the indemnified party that there are defenses available to
the indemnified party that are different from or in addition to those available
to the indemnifying party and that the indemnifying party is not able to assert
on behalf of or in the name of the indemnified party (in which case of either
(C) or (D), if such indemnified party notifies the indemnifying party in writing
that it elects to employ separate counsel at the expense of the indemnifying
party, the indemnifying party shall not have the right to assume the defense of
such action or proceeding on behalf of such indemnified party but shall have the
right to participate through its own counsel. If such defense is not assumed by
the indemnifying party as permitted hereunder, the indemnifying party will not
be subject to any liability for any settlement made by the indemnified party
without its consent (but such consent will not be unreasonably withheld). If
such defense is assumed by the indemnifying party pursuant to the provisions
hereof, such indemnifying party shall not settle or otherwise compromise the
applicable claim unless (1) such settlement or compromise contains a full and
unconditional release of the indemnified party or (2) the indemnified party
otherwise consents in writing. An indemnifying party who is not entitled to, or
elects not to, assume the defense of a claim will not be obligated to pay the
fees and expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim unless any indemnified party shall
have been advised by counsel in writing that a conflict of interest exists
between such indemnified party and any other of such indemnified parties with
respect to such claim, in which event the indemnifying party shall be obligated
to pay the reasonable fees and disbursements of such additional counsel or
counsels.

     (d) Each party hereto agrees that, if for any reason the indemnification
provisions contemplated by subsection (a) or (b) of this Section 3.9 are
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, claims, damages, liabilities, or expenses (or actions in respect
thereof) referred to therein, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of such losses,
claims, liabilities, or expenses (or actions in respect thereof) (i) in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party in connection with the actions which resulted in
the losses, claims, damages, liabilities or expenses or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such proportion as
is appropriate to reflect the relative benefits of the indemnified party and the
indemnifying party from the offering of the securities covered by such
registration statement as well as any other relevant equitable considerations.
The relative fault of such indemnifying party and indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by such indemnifying party or
indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The parties hereto agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation (even if
the

                                       22
<PAGE>

sellers or any underwriters or all of them were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in this subsection (d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages,
liabilities, or expenses (or actions in respect thereof) referred to above shall
be deemed to include any legal or other fees or expenses reasonably incurred by
such indemnified party in connection with investigating or, except as provided
in subsection (c) of this Section 3.9, defending any such action or claim.
Notwithstanding the provisions of this Section 3.9(d), no member of the
Purchaser Group shall be required to contribute an amount greater than the
dollar amount by which the proceeds received by such Person with respect to the
sale of any Registrable Shares exceeds the amount of damages which such Person
has otherwise been required to pay by reason of such statement or omission. No
Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation. The obligations of the
members of the Purchaser Group in this Section 3.9(d) to contribute shall be
several in proportion to the amount of Registrable Shares registered by them and
not joint.

     If indemnification is available under this Section 3.9, the indemnifying
parties shall indemnify each indemnified party to the full extent provided in
subsection (a) and (b) of this Section 3.9 without regard to the relative fault
of said indemnifying party or indemnified party or any other equitable
consideration provided for in this Section 3.9.

     Section 3.10  Third Party Registration Rights.  The Company is not party,
or otherwise subject, to any agreement granting registration rights to any other
Person with respect to the Equity Securities of the Company.  The Company will
not, on or after the date of this Agreement, enter into any agreement granting
(i) demand registration rights to any other Person with respect to the Equity
Securities of the Company, or (ii) piggy-back registration rights to any other
Person that are not junior or subordinate to the rights granted to the holders
of Registrable Shares under Sections 3.1 and 3.2 hereof, in either case without
the prior written consent of WIC or the Purchaser Representative; and any
agreement, amendment, modification or supplement entered into pursuant to such
consent shall not be amended, modified or supplemented without a further prior
written consent.


                                   ARTICLE IV
                      LIMITATIONS ON CERTAIN TRANSACTIONS

     Section 4.1   Limitations on Certain Transactions.

     (a) Subject to the provisions of subsection (b) of this Section 4.1, each
Purchaser agrees with the Company that it will not, directly or indirectly,
except as specifically permitted by this Article IV or unless specifically
requested or permitted in writing by the whole Board:

         (i) deposit any Shares in a voting trust or grant any proxy with
     respect to any Shares to any Person not designated by the Company (other
     than a member of the

                                       23
<PAGE>

     Purchaser Group) or subject any Shares to any arrangement or agreement with
     respect to the voting of such Shares;

          (ii)   act with one or more Persons (other than a member of the
     Purchaser Group) as a partnership, limited partnership, syndicate or
     "group" (as such term is used in Section 13(d)(3) of the Exchange Act) for
     the purpose of acquiring, holding, voting or disposing of Shares;

          (iii)  sell or transfer any of the Preferred Shares or the Warrants at
     any time;

          (iv)   prior to the second anniversary of the Closing Date, sell or
     transfer any of the Registrable Shares to any other Person who is not a
     member of the Purchaser Group; and

          (v)    following the second anniversary of the Closing Date, sell or
     transfer Registrable Shares to any Person who is not a member of the
     Purchaser Group other than pursuant to a public offering conducted in
     accordance with Article III hereof or an exemption from the registration
     requirements of the Securities Act (including Rule 144 promulgated
     thereunder); provided, that (x) no more than 10% of the Fully-Diluted
     Shares shall be sold to any single Person (other than an underwriter in a
     firm commitment underwriting) or Affiliated Group and (y) during any
     calendar year no more than 1% of the Fully-Diluted Shares shall be sold to
     any single Person (other than an underwriter in a firm commitment
     underwriting) or Affiliated Group that to Purchaser's knowledge (which
     knowledge shall be presumed if such Person filed with the SEC a Schedule
     13D, Schedule 13G or successor form prior to the date of such sale)
     Beneficially Owns at the time of such proposed sale or transfer more than
     5% of the Fully-Diluted Shares.

     (b) Notwithstanding subsection (a) of this Section 4.1, Purchaser may sell
or transfer (i) any of the Preferred Shares, the Warrants or any of the
Registrable Shares pursuant to, as a result of, in connection with (A) a tender
or exchange offer approved, or acceptance of which is recommended, by the Board
or (B) a merger or other business combination with a previously unaffiliated
entity in which the Company is not the surviving or acquiring entity, and (ii)
any of the Registrable Shares to a member of the Purchaser Group; provided that
no such sale or transfer to or among members of the Purchaser Group shall be
effective unless and until any transferee who is not already a party to this
Agreement (and such transferee's spouse, if applicable) shall execute and
deliver to the Company and each Purchaser an agreement in which such transferee
(and such transferee's spouse, if applicable) agrees to be bound by this
Agreement and to observe and comply with this Agreement and with all of the
obligations and restrictions imposed on Purchaser hereby.

     Section 4.2   Restrictive Legends.

     (a) In addition to any additional legends required by applicable laws or by
the Stock Purchase Agreement or the Warrant Agreement, each certificate
representing the Preferred Shares, the Warrants and the Underlying Common Shares
shall be stamped with the following legend:

                                       24
<PAGE>

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
     CONDITIONS OF AN AGREEMENT BETWEEN CERTAIN STOCKHOLDERS AND THE CORPORATION
     WHICH INCLUDES RESTRICTIONS ON CERTAIN SALES OF THE SECURITIES. COPIES OF
     THE AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE
     CORPORATION.

     (b) Purchaser consents to the Company's making a notation on its records
and giving instructions to any transfer agent of the shares of Common Stock to
implement the restrictions on transfers established in this Agreement.

     (c) In the event that any shares referred to in subsection (a) of this
Section 4.2 shall cease to be subject to the restrictions on transfer set forth
in this Agreement, the Company shall, upon the written request of the holder
thereof, issue to such holder a new certificate evidencing such shares without
the legend required by subsection (a) of this Section 4.2.

     Section 4.3   Rule 144.  The Company shall take all commercially reasonable
actions necessary to enable Purchaser to sell such securities without
registration under the Securities Act pursuant to the provisions of Rule 144.
Upon the request of Purchaser, the Company will deliver to Purchaser a written
statement as to whether it has complied with such requirements.


                                   ARTICLE V
                                 MISCELLANEOUS

     Section 5.1   Notices.  Any notices or other communications required or
permitted hereunder shall be in writing, and shall be sufficiently given if made
by hand delivery, by telex, by telecopier or registered or certified mail,
postage prepaid, return receipt requested, addressed as follows (or at such
other address as may be substituted by notice given as herein provided):

     If to the Company, to:

     The Wiser Oil Company
     8115 Preston Road, Suite 400
     Dallas, Texas 75225
     Attention: President
     Fax: (214) 373-3610

                                       25
<PAGE>

     With a copy to:

     Thompson & Knight L.L.P.
     1700 Pacific Avenue, Suite 3300
     Dallas, Texas  75201
     Attention:  Steven K. Cochran
     Fax: (214) 969-1751

     If to any Purchaser, to:

     Wiser Investment Company, LLC
     c/o Douglas P. Heller
     1629 Locust Street
     Philadelphia, PA  19103
     Fax: (215) 546-1041

     With a copy to:

     Andrews & Kurth L.L.P.
     600 Travis Street, Suite 4200
     Houston, Texas 77002
     Attention:  David P. Oelman
     Fax: (713) 238-7128

     Any notice or communication hereunder shall be deemed to have been given or
made as of the date so delivered if personally delivered; when answered back, if
telexed; when receipt is acknowledged, if telecopied; one Business Day after the
date of sending if sent by Federal Express or other major overnight courier, and
five calendar days after mailing if sent by registered or certified mail (except
that a notice of change of address shall not be deemed to have been given until
actually received by the addressee).  If a notice or communication is sent by
registered or certified mail, it is duly given, whether or not the addressee
receives it.

     Section 5.2   Governing Law; Jurisdiction.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE
(WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE
THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

     Section 5.3   Binding Effect; Assignment; No Third Party Benefit.  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns.  Except as otherwise
expressly provided in this Agreement, neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties hereto without the prior written consent of the other party.  Nothing in
this Agreement, except as set forth in Section 3.9 (which is intended for the
benefit of the parties

                                       26
<PAGE>

identified therein), express or implied, is intended to or shall confer upon any
other person other than the parties hereto, and their respective successors and
permitted assigns, any rights, benefits, or remedies of any nature whatsoever
under or by reason of this Agreement.

     Section 5.4   Independent Determination.  From and after the Closing Date,
all decisions on behalf of the Company as to the payment of indemnification
pursuant hereto and otherwise regarding the Company's rights and obligations
pursuant to this Agreement shall be made by majority vote of a committee of
directors of the Company consisting of all directors of the Company other than
(a) the Purchaser Designees and (b) any directors elected by the holders of the
Series C Preferred Stock pursuant to the provisions of the Certificate of
Designation; provided, however, that nothing contained in this Section 5.4 shall
prevent any indemnified party from receiving indemnification pursuant to some
other source (such as, by way of example, the Restated Bylaws of the Company in
the event such indemnified party is a director of the Company and such director
seeks indemnification due to circumstances that do not pertain to an alleged
breach of this Agreement), and the determination as to whether indemnification
pursuant to such other source is available shall be made in accordance with the
procedures applicable thereto.

     Section 5.5   Counterparts.  This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, all of which
shall be considered one and the same Agreement and shall become effective when
one or more counterparts have been signed by each of the parties and delivered
to the other parties, it being understood that all parties need not sign the
same counterpart.

     Section 5.6   Severability.  In case any provision in this Agreement shall
be held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and the remaining provisions shall not in any way be affected or
impaired thereby.

     Section 5.7   Specific Performance.  The parties recognize that in the
event any party should refuse to perform under the provisions of this Agreement,
monetary damages alone would not be adequate.  Each of the parties shall
therefore be entitled, in addition to any other remedies which may be available,
including monetary damages, to obtain specific performance of the terms of this
Agreement.  In the event of any action to enforce this Agreement specifically,
the parties hereby waive the defense that there is an adequate remedy at law.

     Section 5.8   No Waivers; Amendments.

     (a) No failure or delay on the part of the Company or any Purchaser in
exercising any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy.  The remedies provided for herein are cumulative
and are not exclusive of any remedies that may be available to the Company or
any Purchaser at law or in equity or otherwise.

                                       27
<PAGE>

     (b) Any provision of this Agreement may be amended or waived if, but only
if, such amendment or waiver is in writing and is signed by the Company and each
Purchaser.

     Section 5.9   No Affiliate Liability.  The partners, members, officers,
directors, shareholders and Affiliates of each Purchaser, the Company or their
respective Affiliates shall not have any personal liability or obligation to any
Person arising under this Agreement in such capacities.

     Section 5.10  Further Assurances.  Each party hereto shall cooperate and
shall take such further action and shall execute and deliver such further
documents as may be reasonably requested by any other party in order to carry
out the provisions and purposes of this Agreement.

                                       28
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the date first written above.

                                THE WISER OIL COMPANY



                                By:_______________________________________
                                    Name:_________________________________
                                    Title:________________________________



                                WISER INVESTMENT COMPANY, LLC



                                By:_______________________________________
                                    Name:_________________________________
                                    Title:________________________________


                                [PURCHASER]



                                By:_______________________________________
                                    Name:_________________________________
                                    Title:________________________________

                                       29
<PAGE>

                                                                       EXHIBIT G

                  Form of Opinion of Thompson & Knight L.L.P.

     All terms used herein but not defined shall have the meanings assigned to
such terms in the Stock Purchase Agreement.

     1.   The Company has been duly incorporated and is a validly existing
corporation in good standing under the laws of the State of Delaware.

     2.   Each of the Subsidiaries named in Schedule 3.1(b)(i) of the Company
Disclosure Schedule (other than the Cayman Islands Subsidiaries, as to which no
opinion need be expressed) is duly incorporated or formed, as applicable, and is
validly existing as a corporation or limited liability company, as applicable,
and in good standing under the laws of the jurisdiction of its incorporation or
formation, as applicable.

     3.   All of the issued and outstanding shares of capital stock or
membership interests, as applicable, of each such Subsidiary have been duly and
validly authorized and issued and (in the case of capital stock) are fully paid
and nonassessable, and are owned of record by the Company or another such
Subsidiary, free and clear, to our knowledge, of any adverse claim, except as
disclosed in the Company Disclosure Schedule.

     4.   The Company has the requisite corporate power and corporate authority
necessary to own its properties and to conduct its business as described in the
Company SEC Documents, and the corporate power and corporate authority to
execute and deliver the Transaction Documents and to perform its obligations
thereunder.

     5.   The execution and delivery by the Company of the Transaction Documents
and the consummation of the transactions contemplated thereby have been duly
authorized by all requisite corporate action of the Company.

     6.   The Restated Bylaws have been duly authorized and approved by all
requisite corporate action of the Company.

     7.   Each of the Stock Purchase Agreement, the Certificate of Designation,
the Stockholder Agreement, the Warrant Purchase Agreement, the Warrant
Agreement, the Management Agreement and the Escrow Agreement constitutes the
valid and legally binding obligation of the Company, enforceable against it in
accordance with its terms, except as the enforceability thereof may be limited
by (a) bankruptcy, insolvency, reorganization, moratorium, liquidation,
rearrangement, fraudulent transfer, fraudulent conveyance and other similar laws
relating to and affecting the rights and remedies of creditors generally, (b)
general principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity) and (c) public policy considerations with
respect to the enforceability of rights of indemnification.

                                      -1-
<PAGE>

     8.   Each of the Certificate of Designation and the Restated Certificate
has been duly executed and adopted by the Company, has been duly filed with the
Secretary of State of the State of Delaware and has become effective under the
General Corporation Law of the State of Delaware.

     9.   The execution and delivery by the Company of the Transaction
Documents, the offering, sale and issuance of the Preferred Shares and the
Warrants on the date hereof, the issuance of Common Stock upon conversion of the
Preferred Shares or exercise of the Warrants, the filing of the Certificate of
Designation with the Secretary of State of the State of Delaware and the
performance by the Company of its obligations under the Transaction Documents
will not violate or contravene the Restated Certificate or the Restated Bylaws
of the Company and, except as set forth in the Company Disclosure Schedule, will
not violate, or result in a breach of any of the terms or provisions of,
constitute a default under, result in the imposition of a Lien upon any
properties of the Company, or the imposition or acceleration of any material
obligation, pursuant to (i) any applicable provision of any law, statute or
regulation, (ii) the Credit Facility or the Indenture or (iii) to our knowledge,
any other loan or credit agreement, note, bond, mortgage, indenture, lease or
agreement to which the Company or any of its Subsidiaries is a party or is
otherwise bound.

     10.  (a)  To our knowledge, the Company is not required to obtain any
consent, approval, exemption, authorization or order of any governmental body,
court or agency for the execution or delivery of, or the performance by the
Company of its obligations under, any of the Transaction Documents in connection
with the Closing, except for any such consent, approval, exemption,
authorization or order which has been obtained and such as may be required by
the securities or blue sky laws of the various states.

          (b) The Preferred Shares and the Warrants issued on the date hereof
may be offered, sold and issued pursuant to the Transaction Documents without
registration under the Securities Act.  The issuance of Common Stock upon
conversion of Preferred Shares or upon exercise of Warrants issued on the date
hereof will not require registration under the Securities Act.

     11.  (a)  The authorized capital stock of the Company consists of
30,000,000 shares of Common Stock, par value $0.01 per share,  and 1,300,000
shares of preferred stock, par value $10.00 per share (the "Authorized Preferred
Stock"), which shares of Authorized Preferred Stock may be divided into and
issued in one or more series upon the creation thereof by the Board.  As of the
date hereof, (i)  shares of Common Stock are issued and outstanding, (ii) no
shares of Authorized Preferred Stock are issued and outstanding, (iii) 20,000
shares of Authorized Preferred Stock have been designated as Series B Preferred
Stock, (iv) 1,000,000 shares of Authorized Preferred Stock have been designated
as Series C Preferred Stock, (v) 20,000 shares of Series B Preferred Stock are
reserved pursuant to the Rights Agreement and (vi) an aggregate of shares of
Common Stock are reserved for issuance pursuant to the Stock Plans. All of the
outstanding shares of capital stock of the Company have been duly authorized and
are validly issued, fully paid and nonassessable.

          (b) Except as set forth in the Company Disclosure Schedule, to our
knowledge neither the Company nor any of its Subsidiaries has outstanding any
rights or options to subscribe for or to purchase its capital stock or any stock
or securities convertible into or exchangeable for its

                                      -2-
<PAGE>

capital stock or any stock appreciation rights or phantom stock plan, other than
pursuant to the Transaction Documents and the Stock Plans. Except as set forth
in the Transaction Documents and the Company Disclosure Schedule, to our
knowledge the Company is not subject to any obligation (contingent or otherwise)
to repurchase, redeem or otherwise acquire or retire for value any shares of its
capital stock or any warrants, options or other rights to acquire its capital
stock.

          (c) The issuance of the Preferred Shares on the date hereof pursuant
to the Stock Purchase Agreement has been duly authorized and upon issuance
thereof and payment therefor by Purchaser pursuant to the Stock Purchase
Agreement, such shares will be validly issued, fully paid and nonassessable.

          (d) The shares of Common Stock issuable upon conversion of, or payable
as PIK Dividends (as defined in the Certificate of Designation) upon, the
Preferred Shares issued on the date hereof have been duly authorized and
reserved for issuance by the Company and, when issued and delivered in
accordance with the terms of the Certificate of Designation, will be validly
issued, fully paid and nonassessable.

          (e) The shares of Common Stock issuable upon the exercise of the
Warrants have been duly authorized and reserved for issuance by the Company and,
when issued and delivered in accordance with the terms of the Warrant Agreement,
will be validly issued, fully paid and nonassessable.

          (f) Neither the issuance of the Preferred Shares on the date hereof
nor the issuance of Common Stock upon conversion of the Preferred Shares,
payment of PIK Dividends or exercise of the Warrants is subject to any
preemptive rights or rights of first refusal under (i) the Delaware General
Corporation Law, (ii) the Company's Restated Certificate, or (iii) to our
knowledge, the terms of any agreement to which the Company or any of its
Subsidiaries is a party or is otherwise bound.

     12.  The Board has taken the actions described in Section 3.1(h) of the
Stock Purchase Agreement.

     The opinions in paragraphs 9 and 10 above, to the extent they relate to the
offering, sale and issuance of the Preferred Shares, the Warrants and the
Underlying Common Shares, assume (i) that WIC and each Purchaser are accredited
investors (within the meaning of Rule 501 under the Securities Act) and (ii) the
accuracy of WIC's and each Purchaser's representations, warranties and
agreements set forth in Sections 3.2 and 4.11 of the Stock Purchase Agreement.

     The opinions in paragraphs 9(i) and 10(a) above assume the accuracy of the
representation and warranty set forth in Section 3.1(kk) of the Stock Purchase
Agreement.

     As used herein, the term "to our knowledge" means (i) no information has
come to the attention of any attorney of this firm who has devoted substantive
attention to matters on behalf of the Company and its Subsidiaries that has
given any such person actual knowledge of the existence

                                      -3-
<PAGE>

of such facts, (ii) this firm has not undertaken any independent investigation
to determine the existence or absence of such facts and (iii) no inference as to
this firm's knowledge of the existence of such facts should be drawn from the
fact of this firm's representation of the Company and its Subsidiaries or this
firm's expression of such opinion.

     The opinions set forth above are limited in all respects to the General
Corporation Law and the Limited Liability Company Act of the State of Delaware,
the laws of the State of Texas and applicable United States federal law;
provided that, in rendering the opinions expressed in paragraphs 2 and 3 above,
this firm may rely as to matters involving the application of laws of any
jurisdiction other than the State of Texas, the State of Delaware or the United
States, to the extent such firm deems proper and specified in such opinion, upon
the opinion of other counsel of good standing whom such firm believes to be
reliable and who are reasonably satisfactory to counsel for WIC.  Insofar as the
matters covered by paragraph 7 above are governed by the laws of the State of
Delaware other than the Delaware General Corporation Law and the Delaware
Limited Liability Company Act, this firm has assumed, without knowing and
without making any investigation to determine, that such laws are the same as
the laws of the State of Texas.

     This firm expresses no opinion with respect to the enforceability of any of
the following provisions which may be contained in the Transaction Documents:
(i) provisions that seek to indemnify or release liability to the extent that
such provisions purport to indemnify or release a party from consequences of its
own negligence, recklessness or willful misconduct; (ii) provisions restricting
access to courts or to legal or equitable remedies or purporting to affect the
jurisdiction or venue of courts; (iii) provisions purporting to waive rights to
notice, legal defenses, statutes of limitations or other benefits that cannot be
waived under applicable law; (iv) provisions providing that remedies are
cumulative; (v) provisions that decisions by a party are conclusive; and (vi)
provisions purporting to limit rights of third parties.

     In rendering the opinions expressed above, this firm may rely (i) as to
matters involving the number of outstanding shares and the due authorization and
valid issuance of the Company's Common Stock issued on or prior to the date of
consummation of the merger of Petroleum Exploration, a Maine corporation, The
Wiser Oil Company, an Oklahoma corporation, Southern Petroleum Exploration,
Inc., a Delaware corporation, and Petex-Wiser Corporation, a Delaware
corporation, which merger was effected in 1970, and whether such Common Stock
was fully paid and nonassessable when issued, upon the opinion of Reed Smith
Shaw & McClay, which opinion is dated December 29, 1970, a copy of which is
attached hereto, and (ii) as to matters of fact, to the extent such firm deems
proper, on certificates of responsible officers of the Company or its
Subsidiaries or of public officials.

                                      -4-
<PAGE>

                                                                       EXHIBIT H


                   Form of Opinion of Andrews & Kurth L.L.P.


     All terms used herein but not defined shall have the meanings assigned to
such terms in the Stock Purchase Agreement.

     1.   WIC has been duly formed and is a validly existing limited liability
company in good standing under the laws of the State of Delaware.  Each
Purchaser has been duly incorporated or formed and is a validly existing
corporation, partnership or limited liability company, as the case may be, in
good standing under the laws of the state of its incorporation or formation.

     2.   WIC has the requisite limited liability company power and authority to
execute and deliver the Transaction Documents to which it is a party and to
perform its obligations thereunder. Each Purchaser has the requisite corporate,
partnership or limited liability company, as the case may be, power and
authority to execute and deliver the Transaction Documents to which it is a
party and to perform its obligations thereunder.

     3.   The execution and delivery by WIC of the Transaction Documents to
which it is a party and the consummation of the transactions contemplated
thereby have been duly authorized by all requisite limited liability company
action of WIC.  The execution and delivery by each Purchaser of the Transaction
Documents to which it is a party and the consummation of the transactions
contemplated thereby have been duly authorized by all requisite corporate,
partnership or limited liability company, as the case may be, action of such
Purchaser.

     4.   Each Transaction Document to which WIC or a Purchaser is a party
constitutes the valid and legally binding obligation of WIC or such Purchaser,
enforceable against it in accordance with its terms, except as the
enforceability thereof may be limited by (a) bankruptcy, insolvency,
reorganization, moratorium, liquidation, rearrangement, fraudulent transfer,
fraudulent conveyance and other similar laws relating to and affecting the
rights and remedies of creditors generally, (b) general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in
equity) and (c) public policy considerations with respect to the enforceability
of rights of indemnification.

     5.   The execution and delivery by WIC and each Purchaser of the
Transaction Documents to which it is a party and the performance by WIC and each
Purchaser of its obligations under such Transaction Documents will not violate
or contravene the certificate of incorporation, certificate of formation,
bylaws, operating agreement or other organizational documents (as the case may
be) of such person and will not violate, or result in a breach of any of the
terms or provisions of, constitute a default under, result in the imposition of
a Lien upon any properties of such person, or the imposition or acceleration of
any material obligation, pursuant to (i) any applicable provision of any law,
statute or regulation or (ii) to our knowledge, any loan or credit agreement,
note, bond, mortgage, indenture, lease or agreement to which such person is a
party or is otherwise bound.

                                      -1-
<PAGE>

     6.   To our knowledge, WIC and each Purchaser are not required to obtain
any consent, approval, exemption, authorization or order of any governmental
body, court or agency for the execution or delivery of, or the performance by
such person of its obligations under, any of the Transaction Documents to which
it is a party in connection with the Closing, except for any such consent,
approval, exemption, authorization or order which has been obtained.

     As used herein, the term "to our knowledge" means (i) no information has
come to the attention of any attorney of this firm who has devoted substantive
attention to matters on behalf of WIC and each Purchaser that has given any such
person actual knowledge of the existence of such facts, (ii) this firm has not
undertaken any independent investigation to determine the existence or absence
of such facts and (iii) no inference as to this firm's knowledge of the
existence of such facts should be drawn from the fact of this firm's
representation of WIC or any Purchaser or this firm's expression of such
opinion.

     The opinions in paragraphs 5(i) and 6 above assume the accuracy of the
representation and warranty set forth in Section 3.1(kk) of the Stock Purchase
Agreement.

     The opinions set forth above are limited in all respects to the General
Corporation Law and the Limited Liability Company Act of the State of Delaware,
the laws of the State of Texas and applicable United States federal law;
provided that, in rendering the opinions expressed above, this firm may rely as
to matters involving the application of laws of any jurisdiction other than the
State of Texas, the State of Delaware or the United States, to the extent such
firm deems proper and specified in such opinion, upon the opinion of other
counsel of good standing whom such firm believes to be reliable and who are
reasonably satisfactory to counsel for the Company.  Insofar as the matters
covered by paragraph 4 above are governed by the laws of the State of Delaware
other than the Delaware General Corporation Law and the Delaware Limited
Liability Company Act, this firm has assumed, without knowing and without making
any investigation to determine, that such laws are the same as the laws of the
State of Texas.

     This firm expresses no opinion with respect to the enforceability of any of
the following provisions which may be contained in the Transaction Documents:
(i) provisions that seek to indemnify or release liability to the extent that
such provisions purport to indemnify or release a party from consequences of its
own negligence, recklessness or willful misconduct; (ii) provisions restricting
access to courts or to legal or equitable remedies or purporting to affect the
jurisdiction or venue of courts; (iii) provisions purporting to waive rights to
notice, legal defenses, statutes of limitations or other benefits that cannot be
waived under applicable law; (iv) provisions providing that remedies are
cumulative; (v) provisions that decisions by a party are conclusive; and (vi)
provisions purporting to limit rights of third parties.

     In rendering the opinions expressed above, this firm may rely as to matters
of fact, to the extent such firm deems proper, on certificates of responsible
officers of WIC and each Purchaser or of public officials.

                                      -2-