1


[NATIONAL OILWELL VARCO LOGO]




                                                          December 8, 2005


                           PURCHASE AND SALE AGREEMENT
                 NATIONAL-OILWELL, L.P. AND UNION DRILLING INC.


         This Purchase and Sale Agreement is made and entered this 8th day of
December, 2005 between Union Drilling Inc. (UDI) with offices at South
Pittsburgh Technology Park, 3117 Washington Pike, Bridgeville, PA 15017 and
National-Oilwell, L.P. ("NOV"), with offices at 10000 Richmond, Houston, Texas
77042. In consideration of the mutual promises, covenants and agreements
hereinafter set forth, the parties mutually agree as set forth below:

AGREEMENT:

The parties agree to include the following terms:

1.       UDI hereby agrees to purchase rig equipment for three (3) Ideal Rigs
         from NOV, with an option to purchase three (3) more rigs. Such
         equipment is described in NOV's quotation number NOI-10977-DWK Rev 1
         and shall be purchased in accordance with the prices set forth therein.
         The option rigs are described in quotation number NOI-11283-DWK dated
         12/02/05.

2.       Pursuant to the terms and conditions of the Letter of Intent ("LOI")
         executed by the parties on November 7,2005, UDI provided NOV with a
         initial deposit of $250,000.00 to secure the construction slots for the
         three (3) Ideal Rigs. Upon execution of this Purchase and Sale
         Agreement, the initial deposit shall be applied to UDI's total down
         payment costs.

3.       UDI further agrees to remit to NOV a thirty percent (30%) down payment
         based on the total contract price for all rigs.

4.       Delivery of the equipment is subject to Ex-works, NOV's facility -
         Houston (INCOTERMS 2000 Edition), subject to further tax implementation
         and clarification.

5.       The delivery date of the first rig is scheduled for March 30, 2006. The
         second rig will be delivered on May 15,2006, and the third rig will be
         delivered on June 30, 2006.

6.       A second milestone payment of 50% of the total contract price for each
         rig shall be made by UDI to NOV upon completion of the "Rig Up" of each
         rig. For clarification, "Rig-Up" shall be considered complete when both
         parties agree and/or verify that 85% of all components required per the
         quotation are in place and assembled within the drilling unit.

7.       A third milestone payment of 20% of the total contract price for each
         rig shall be made by UDI to NOV upon completion of the factory
         acceptance tests.



                                                                               2


8.       The parties agree that the equipment and services provided under this
         Purchase and Sale Agreement shall be governed by NOV's standard terms
         and conditions included in its quotation number NOI-10977-DWK Rev.1.
         and which are hereby incorporated herein.



Attachment 1:  Standard Terms & Conditions
Attachment 2:


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their duly authorized representatives on the date first above
written.


NATIONAL-OILWELL, L.P.                      UNION DRILLING COMPANY

/s/ David C. Crumpler                       /s/ J. Michael Poole
---------------------                       ---------------------
David C. Crumpler                           J. Michael Poole
V.P. Sales and Marketing                    Executive V.P./Operations











                                                                               1

[NATIONAL OILWELL VARCO LOGO]

                                                                December 8, 2005


                               SPECIAL CONDITIONS
                               ------------------

The parties agree that these Special Conditions shall apply and supersede any
corresponding terms in NOV's Standard Terms & Conditions. All other provisions
in NOV's Standard terms and conditions remain "as is".

Proposed Indemnity Provision for UDI's Agreement with NOV to Purchase "Ideal"
Drilling Rigs.

o        NOV represents to UDI that NOV's Ideal Rig does not violate or infringe
         the patent or intellectual property right of any person and the sale of
         the Ideal Rigs to, and the purchase or use of the Ideal Rigs by, UDI
         will not violate or constitute an infringement or breach of any such
         rights. In the event that a claim is made against NOV or UDI for the
         sale or use of the Ideal Rig, NOV agrees to the following:

o        NOV AGREES TO INDEMNIFY, DEFEND AND HOLD UDI AND ITS OFFICERS,
         DIRECTORS AND AFFILIATES HARMLESS FROM AND AGAINST ALL LOSSES, CLAIMS,
         LIABILITIES, DAMAGES AND EXPENSE (INCLUDING REASONABLE ATTORNEY'S FEES)
         ARISING OUT OF OR BASED ON ANY BREACH OF THE FOREGOING REPRESENTATION
         AND WARRANTY, AND IN THE EVENT THAT A THIRD PARTY'S CLAIMS INVOLVES
         CLAIMS FOR RELIEF OTHER THAN THE MONETARY DAMAGES SUCH AS ENJOINING OR
         SEEKING TO PREVENT THE USE OF THE IDEAL RIG OR ANY PORTION THEREOF BY
         UDI, NOV'S INDEMNITY SHALL INCLUDE, PROMPTLY PROVIDING TO UDI, at NOV's
         election to either (I)SUBSTITUTE EQUIPMENT EQUIVALENT TO AN IDEAL RIG,
         WHICH IS NOT SUBJECT TO SUCH A CLAIM AND IS OTHERWISE NON-INFRINGING,
         or (ii) obtaining for UDI the right to use the Ideal Rig, or (iii)
         modify the Ideal Rigs owned by UDI in a manner acceptable to UDI so it
         becomes non-infringing, but are functionally equivalent, or (4) refund
         the purchase price. The above are the sole and exclusive remedies with
         respect to a violation of the above representation or warranty.



                                                                               2



o        Not withstanding anything contained herein to the contrary herein to
         the contrary, neither party shall be liable for any indirect or
         consequential damages sustained or alleged to have been sustained by
         the other party under this agreement

         NATIONAL-OILWELL, L.P.                      UNION DRILLING COMPANY

         /s/ David C. Crumpler                       /s/ J. Michael Poole
         --------------------------                  ---------------------------
         DAVID C. CRUMPLER                           J. MICHAEL POOLE
         V.P. SALES AND MARKETING                    EXECUTIVE V.P./OPERATIONS








[NATIONAL OILWELL VARCO LOGO]                                           PROPOSAL




                  NATIONAL OILWELL VARCO IDEAL 1500 RIG PACKAGE



                                  PREPARED FOR:

                                 UNION DRILLING








                                    PROJECT:

                                NOI PROPOSAL REF:
                              NOI-10977-DWK REV. 01





                                    10/20/05



                  THIS PROPOSAL IS SUBJECT TO OUR STANDARD AND
                    ANY SPECIAL TERMS AND CONDTIONS OF SALE.





[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------


                                                          OUR REFERENCE:
                                                          NOI-10977-DWK Rev. 01
                                                          YOUR REFERENCE:


UNION DRILLING


National Oilwell Varco is pleased to offer our equipment detailed in the
following proposal.

A minimum 30% non refundable down payment required at time of order, 50% at time
of Rig-Up with balance at time of shipment (ex-works). These prices are valid
for 30 days and will remain firm through delivery, subject to receipt of written
purchase order.

Deliveries of the Ideal Rig Packages are to be confirmed by Product Line Manager
at March 30, May 15, June 30 (ex-works, Houston Facility) based on Standard
Ideal Rig Packages, subject to prior sale. Delivery confirmation is base on
receipt of down payment no later than Oct. 28, 2005.

This quote is for standard production equipment and uses National Oilwell Varco
standard components. Third party and/or regulator agency requirements are not
considered part of standard production equipment and if required, may result in
increased costs.

This quote does not provide for, nor include documentation or third party
certification. Charges for such certification, if required, will be quoted upon
definition of your requirements

Thank you for considering National Oilwell Varco.

Best Regards,




                                  Page 2 of 58






[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
                                  SECTION RECAP

                         PROPOSAL CURRENCY: U.S. DOLLARS

1. IDEAL RIG 1500                                                 $23,955,000.00

TOTAL                                                             $23,955,000.00




                                  Page 3 of 58






[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
                            SECTION 1 IDEAL RIG 1500


1.1      IDEAL 1500 STANDARD RIG PACKAGE                          $23,955,000.00
         QTY. 3 PKG IDEAL-1500
         STANDARD IDEAL 1500 RIG PACKAGE

         IDEAL(TM) RIG SYSTEM

         The Ideal(TM) Rig, rated @ 1500 HP, can drill up to depths of 18,000
         ft., encompassing a wide array of features and benefits.

         Designed and manufactured to achieve extraordinary gains in drilling
         efficiencies for light, safe and efficient rapid deployment.

         Enhanced safety features including low-set drawworks. All assembly
         labor is performed at ground level with more inherently safe assembly
         techniques.

         National Oilwell quality, reliability and support through National
         Oilwell worldwide network of parts and service locations.

         The IDEAL(TM) SYSTEM package comes complete with the following
         equipment:

         DRAWWORKS
         FAST MOVING RIG
         TRAVELING EQUIPMENT
         ROTARY EQUIPMENT
         ELECTRICAL POWER SYSTEM
         MUD PUMPS
         MUD SYSTEM
         HIGH PRESSURE MUD PIPING
         BOP CONTROL AND CLOSING SYSTEM
         INSTRUMENTATION
         AIR SYSTEM
         FUEL SYSTEM
         ELECTRICAL RIG-UP
         MECHANICAL RIG-UP
         MISCELLANEOUS EQUIPMENT


                            DRAWWORKS EQUIPMENT GROUP

         Qty. 1 EA. JC50D




                                  Page 4 of 58











[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
              Drawworks
              LS-NOW model JC50D drawworks (without sandline drum), rated
              1500HP, with:
                 o 685mm Dia., 1245mm long grooved drum for 1-3/8" line
                 o Integral dual electric motor drive
                 o Disengaging auxiliary brake coupling
                 o Four hoisting speeds
                 o Disc brake system with water cooled discs, hydraulic service
                   calipers and spring set emergency calipers, including H.P.U.
                 o LT1170/250T low speed drum shaft clutch
                 o LT1070/200T high speed drum shaft clutch
                 o Two wire line turnbacks
                 o Air-operated controls located at drillers position
                 o All necessary chains except rotary table drive

              All air and hydraulic to terminate at a bulkhead on the drawworks
              skid. Panel will be remote mounted and provisions for fast moving
              disconnects of supply lines to panel are designed into the
              drawworks skid.


         Qty. 1 EA. LS-DWWK-CONT
              Drawworks Console
              LS-NOW to provide standard panel with instrumentation and control
              used when LS-NOW is integrating their drawworks and their vendor's
              disc brake. All controls, motors, instrumentation, transformers,
              electrical items 60 HZ. All instrumentation in imperial units, all
              labels in English. Panel to will be integrated with the other rig
              controls in the remote mounted at driller's position in the
              Doghouse.


         Qty. 1 EA. DS50-BC
              Brake Cradle
              For LS-NOW model DS50 eddy current brake installed on LS-NOW Model
              JC50D Drawworks.


         Qty. 1 EA. DS50
              Auxiliary Electric Brake
              LS-NOW DS50 Eddy Current Brake
                  o    Rated brake torque                        60.76 KNm
                  o    Applicable drilling range                 3500-5000m
                  o    Max. exciting power                       12 KW
                  o    Exciting coil insulation class/No.        H/4
                  o    Cooling water flow rate                   285L/min


                                  Page 5 of 58









[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
                  o    Max. temperature of inlet water           42 (degree)C
                  o    Max. temperature of outlet water          72(degree) C
                  o    Weight                                    7285 kg

              C/W one(1)  503 water cooling unit


         Qty. 1 EA. DS50-MC
              Mounting Charge
              Mounting charge for LS-NOW DS50 auxiliary electrical brake.


         Qty. 1 EA. MODEL 2025A-LS Brake Control System
              National Oilwell Model 2025-A Primary Brake Control System, for
              application with a Model 6032 Eddy Current Brake. The system shall
              consist of the following:

                  o    Model 59926, 2025-A With H20 Alarm
                  o    Model 55858 Driller's Control Unit. (Intrinsically Safe)
                  o    Model 55860 Power Selector Unit (Intrinsically Safe)
                  o    6600-32-0198  Power  Transformer,  3 Phase, 30 kVA,
                       60 Hz, 480 Volt AC Primary, 220 Volt AC Secondary
                       (Drip-Proof)


         Qty. 1 EA. MODEL 2025A-MS Brake Water Cooling Monitor System
              Baylor designed brake cooling water monitor system to monitor eddy
              current brake cooling water flow and temperature and provide an
              alarm for insufficient cooling water inlet flow rate and high
              cooling water outlet water temperature. In the event of either low
              cooling water flow or high cooling water temperature an alarm bell
              and red alarm and red alarm lamp will be activated.

              The system consists of the following:

              (2) Cooling water flow switches (intrinsically safe) (1) Cooling
              water temperature switch (intrinsically safe) (1) Set installation
              hardware (3) Installation/maintenance manuals

                  o    Model 57064, Flow Switch
                  o    Model 56236 Temp Sensor
                  o    Model 59924 Brake Sensor Junction Box

                                  Page 6 of 58








[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
              Display to be integrated with SDI and read out on the monitor at
              the driller's position.


         Qty. 2 EA. YZ08/YZ08A Drilling Motor - Drawworks Yongji YZ08/YZ08A
              drilling motor.

              SPECIFICATIONS
                  o    Rated power:                  800 KW
                  o    Rated voltage:                750 V
                  o    Rated current:                1150 A
                  o    Rated speed:                  970 RPM
                  o    Rated torque                  8033.7 N.m
                  o    Max. current:                 1600A
                  o    Max. torque:                  12206.4 N.m
                  o    Exciting type                 series
                  o    Insulation class              H
                  o    Cooling type:                 Air forced ventilation
                  o    Ex-proof type:                Air pressurization
                  o    Weight:                       3200 kg

              FEATURES
                  o    Self excited series field
                  o    Single shaft extension with standard hub
                  o    Pressurized connection box with bolts for connecting
                       armature & field cables
                  o    High current, powerful torque and wide speed adjusting
                       range at constant power
                  o    C/W blower driven by 15HP ex-proof AC motor, 460V, 60Hz
                       and 230V spacer heater.


         Qty. 1 EA. CBS-1 Crown Block Saver
              LS-NOW type Toggle Valve, adjustable support and air piping.

              FEATURES
              Safety shut off device to limit block travel, installed on
              drawworks to actuate main drum brake when required travel is
              reached.


                                 FAST MOVING RIG

         Qty. 1 EA. LS-IDEAL-1500


                                  Page 7 of 58






[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
              Fast Moving Rig

              Mast
                  o    Mast 142' height x 750,000# hook load capacity, upper and
                       lower section. Crown, jib boom, ladder & racking board
                       included. Upper section to contain block and reserve line
                       spool while in transit, lower section to contain top
                       drive while in transit. Crown contains (5) 50" sheaves,
                       (1) 60" fast line sheave and (2) 42" deadline sheaves.
                  o    Ramp/Rail style mast raising system includes truck
                       mounted mast alignment mechanism.
                  o    Dual mast stand (API Monogrammed).

                  Substructure
                  o    25' slingshot substructure, hydraulic cylinder raising,
                       with pipe ramp and 3-stairs, bop handling rail.

              Drawworks Master Skid W/ 2 Mast Raising  Cylinders and Brakewater
              Cooling Unit Reservoir, & Piping
                  o    Skid contains integral brake water cooling unit
                       reservoir, brake water cooling pumps and piping are
                       mounted on the skid, the drawworks mounts on the skid,
                       the mast raising cylinders pin to and rest in cradles on
                       the skid when not in use.

                  (Mast and substructure API monogrammed.)

         Qty. 1 EA. 2302043
              Hydraulic Power Unit
              Self-contained skid mounted hydraulic power unit with two
              hydraulic pumps. The first hydraulic pump is driven by a diesel
              engine and the second hydraulic pump is driven by a
              explosion-proof electric motor. Diesel engine and/or electric
              motor driven hydraulic pumps can be used separately or
              in-conjunction to power the hydraulic system

              Dual Electric/Diesel Hydraulic Power Unit consisting of the
              following:

              Hydraulic Pumps:
                  (1)  Variable displacement pressure compensated piston pump
                       (electric) Flow: 40GPM @ 1800 RPM Pressure: 3000 PSI

                  (1)  Variable displacement pressure compensated through drive
                       tandem piston pumps (diesel)

                                  Page 8 of 58







[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
                       Flow:                         65GPM @ 2300 RPM
                       Pressure:                     3000 PSI

                  (2)  Gear pump (Circulation pump)
                       Displacement: 2 CIR

              Hydraulic Control Manifold and Components:
                       No Pressure Filter
                  (3) 20 SAE outlet ports
                  (4) 24 SAE return ports
                  (2) 0-5000 PSI pressure gauges

                  o    Hydraulic reservoir stainless steel 60 US gallons with
                       all accessories.
                  o    Diesel Fuel Tank Stainless steel 150 gallons with all
                       accessories
                  o    Pump to motor adapters and coupling sets
                  o    In tank return line filter housing and element 10 micron
                       absolute
                  o    3500 PSI relief valve (flanged mounted)
                  o    Flange mounted check valves
                  o    Hydraulic fan driven air to oil cooler
                  o    Tank mounted suction filters for pump supply
                  o    Low level and high temp shutdown

              Diesel Motor:
                  o    BF6L914
                  o    195HP @ 2300 RPM
                  o    Air cooled 6 cylinder four stroke
                  o    12 volt starter
                  o    SAE C pump adapter & drive plate

              Electric Items:
                  (1)  75 HP 1800 RPM 365TC 460 volt C face (Class 1, Div 2 G-D)
                  (1)  Remote stop/start station

              Skid:
                  o    A36 carbon steel skid
                  o    Oilfield skid with roll-off ends
                  o    Drip drain with drain valve

              Assembly:
                  o    All fittings and hose ends will be carbon steel.
                  o    Label all connections, pressure and supply indication
                       points
                  o    Sand blast and paint all components including the skid
                  o    Assembly and testing of the HPU


                                  Page 9 of 58








[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
              Notes:
                  1. All electric motors are 60 HZ.
                  2. All gauges and instrumentation to display imperial units.
                  3. All Equipment name plates to be in English
                  4. Five (5) copies of Operation and Maintenance manuals in
                     English)


         Qty. 1 EA. STDPIPE-1
              4", 5000psi WP Standpipe


         Qty. 1 EA. SPM-1
              Standpipe Manifold
              One (1) Single 4" standpipe manifold to connect to standpipe.

              Manifold Consisting of:
                  o One (1) 4" 5,000# WP BW mud gate valve
                  o One (1) 2" 5,000# WP WN mud gate valve (kill, fill)
                  o Two (2) 4" fig 1002 hammer unions
                  o One (1) 2" connection for pressure gauge with 1002
                    hammer union
                  o One (1) 2" 1502 hammer union & wing nut connection for
                    pressure transducer.
                  o One (1) Pressure gauge 0-6000# 2" NPT connection
                  o Includes X-ray, hydrotest and paint.


         Qty. 1 EA. VH-1 Vibrator Hose
              Connects standpipe manifold to drill floor connection.


         Qty. 2 EA. TWB-1 Tong Weight Box
              Complete with pulleys and lines, LESS weight material.


         Qty. 1 EA. 2300-0-EP
              Safety Climbing Device
              Mast ladder safety climb with three safety belts. Rope lock
              2300-0-EP with 5/8" line.


         Qty. 3 EA. CB-TS

                                  Page 10 of 58







[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
              Climbing Belt, Complete with Tail Rope


         Qty. 1 EA. DLS-H-5000-1-3/8 Drill Line Spooler
              Hydraulic Powered Drill Line Stand designed to accommodate steel
              reel with 5000 Ft. 1-3/8" Drill Line.


         Qty. 5000 FT 800091-1-3/8
              1-3/8" Drilling line, 6X19, EIPS-PF-RI, IWRC


         Qty. 1 EA. WC-D-BOPH Bop Beams
              Trolley rail on Sub for hoisting and positioning BOP stack.


         Qty. 1 EA. MR-CB-2CYLXHC
              National Oilwell Two Cylinder Hydraulic Catworks
              Hydraulic catworks mounted in mast. Individual hydraulic makeup &
              breakout cylinders. Includes all wire line and all hydraulic
              piping for the two cylinder catworks.

              SPECIFICATIONS

                  o    Breakout and Makeup Cylinders - 4" Bore x 8' Stroke
                  o    Maximum Speed - 67' Per Min. at 35 GPM
                  o    Maximum Pull - 20,000# at 2,000 PSI


         Qty. 1 EA. Q250
             Spinning Wrench, Q250
                  Air Spinner:                                12cubic meters/min
                  Applicable Pipe:                            3-1/2" - 10"
                  Norm Power:                                 16HP
                  Spinning Speed:                             108-38 rpm
                  Spinning Torque:                            1094-2500 NM


         Qty. 1 EA. HYD-PIPING
              Hydraulic Piping for Mast and Substructure
              For mast and substructure raising/lowering and other hydraulic
              functions (not including top drive).

                                  Page 11 of 58






[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
         Qty. 1 EA. LFLH-75-C-8C-R-PVF
              National Oilwell Dreco Rotary Slip Deadline Anchor, Lug Type Floor
              Mount

              Drum is designed to rotate completely around the shaft during line
              slipping.
              (National Oilwell Dreco Exclusive)
              Drum design includes a lead in groove to a smooth surface.
              Rollers guide the line across the drum surface as the
              drum rotates.

              Designed and Manufactured to API 8C, PSL-1

              For 1-3/8" Wireline size. Has double clamp for use with PVF
              wireline. Have lugs for mounting to floor with two pins.

                  Model:                        LFLH-75-C-8C-R-PVF
                  Mounting:                     Lug Floor Mount
                  Orientation:                  Left Hand
                  Load Cell (Not Supplied):     E-551 Compression Type
                  Maximum Deadline Load:        75,000 LBS. (34 mT)
                  Drum Diameter:                24" (609.6mm)
                  Approximate Weight:           2212 LBS. (1005 kg)
                  Coating:                      Three Coat Epoxy Paint System
                  Standard color:               White



                               TRAVELING EQUIPMENT

         Qty. 1 EA. YC450
              LS-NOW Model YC450 Traveling Block

              FEATURES
                  o    Heavy steel fabricated main frame
                  o    Heavy wireline guards
                  o    Steel sheaves with induction hardened API wireline
                       grooves
                  o    Tapered roller bearings in sheaves
                  o    Oil quenched and tempered alloy steel shaft with
                       individual grease passages to each bearing
                  o    High strength steel becket
                  o    Designed to API standard 8A

              SPECIFICATIONS


                                  Page 12 of 58







[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
                  o    Model:                                 YC450
                  o    Max. hook load:                        4500KN
                  o    Number of sheaves:                     6
                  o    Sheave diameter:                       1524mm (60")
                  o    Shaft diameter:                        254mm (10")
                  o    Wireline size:                         1-3/8"
                  o    Approximate length:                    3075mm
                  o    Approximate width:                     1600mm
                  o    Approximate depth:                     800mm
                  o    Approximate weight:                    8135kg


         Qty. 1 EA. DG450 LS-NOW model DG450 Hook

              Complete with conventional bail, safety positioner, built in
              hydraulic snubber and rotation lock.

              Built to API 8A
                  Max. hook load:                             4500KN
                  Overall dimensions (L x W x H mm):          2950 x 890 x 883
                  Weight:                                     3496kg


         Qty. 1 EA. SL-450-5
              Ls-National Oilwell Model Sl-450-5 Spinning Swivel

              With spinning function.

              Equipped with standard bails.

              The wash pipe and packing assembly are cartridge type and can be
              replaced on the floor without disconnecting the rotary hose and/or
              gooseneck.

              The gooseneck is provided with an outlet for wireline logging.

              Equipped with 4" API hose connection.

              Conforms to API specification 8A.

              Maximum Static Load Rating             458.87 tonne (505.82 tons)
              Maximum Speed                          300 RPM
              Maximum Working Pressure               35 MPa (5,000 PSI)


                                  Page 13 of 58







[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
              Hook Clearance over the Gooseneck 549 mm (21.6 in.)

                  Diameter of Stem                       75 mm (2.95 in.)
                  Coupling Thread to Stem                7-5/8" Reg. LH
                  Coupling Thread to Kelly               6-5/8" Reg. LH

              Manufactured in China at Lanzhou LS-National Oilwell Facility

                  o Spinner controls mounted at drillers position.


         Qty. 1 PKG EV-LK
              350 Ton Elevator Links, Capacity 350T, size 108" API 8A.


                                ROTARY EQUIPMENT

         Qty. 1  ZP-375
              Lanzhou LS/National Oilwell 37-1/2" Rotary Table

                  o    Built to API 7K
                  o    Opening dia.                      952.5 mm (37-1/2")
                  o    Static load rating                5858 KN (1,300,000 lbs)
                  o    Max. working torque               32362 Nm (23,900ft-lbs)
                  o    Weight                            7548 kg


         Qty. 1 EA. IRD-LS-NOW
              Independent rotary drive for LS-NOW ZP375 rotary table includes:

                  o    Coupling, with Spacer, between Rotary and Transmission
                  o    2-Speed IRD Transmission (Roller Chain Type)
                  o    Coupling between Transmission and DC Motor
                  o    Inertia Brake for IRD Components

              Above components to be assembled with rotary and motor (not
              included) as one unit. Above modified to directly mount drive in
              substructure.


         Qty. 1
              Full Guard, Included in Item. IRD-LS-NOW


         Qty. 1 EA. YZ08/YZ08A


                                  Page 14 of 58










[NATIONAL OILWELL VARCO LOGO]                                 Proposal
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Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
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              Motor - Rotary Table
              Yongji YZ08/YZ08A drilling motor.

              SPECIFICATIONS
                  o    Rated power:                    800 KW
                  o    Rated voltage:                  750 V
                  o    Rated current:                  1150 A
                  o    Rated speed:                    970 RPM
                  o    Rated torque                    8033.7 N.m
                  o    Max. current:                   1600A
                  o    Max. torque:                    12206.4 N.m
                  o    Exciting type                   series
                  o    Insulation class                H
                  o    Cooling type:                   Air forced ventilation
                  o    Ex-proof type:                  Air pressurization
                  o    Weight:                         3200 kg

              FEATURES
                  o    Self excited series field
                  o    Single shaft extension with standard hub
                  o    Pressurized connection box with bolts for connecting
                       armature & field cables
                  o    High current, powerful torque and wide speed adjusting
                       range at constant power
                  o    C/W blower driven by 15HP ex-proof AC motor, 460V, 60Hz
                       and 230V spacer heater.


         Qty. 1 EA. D1636
              Assembly of LS-NOW rotary drive components, motor & rotary table
              into substructure.


         Qty. 1 EA.
              Master Bushing Bowl
              LS-NOW split body pin drive master bushing for ZP375 rotary table,
              complete with API No.3 bowl, lifting sling, and bit breaker plate
              for ZP375 rotary table.


         Qty. 1 EA.
              Master Bushing Bowl
              LS-NOW  No. 2 Bowl for 10- 3/4" and 9 -5/8" Pipe.

                                  Page 15 of 58







[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
         Qty. 1 EA.
              Master Bushing Bowl
              LS-NOW No. 1 Bowl for 13-3/8" and 11- 3/4" Pipe


         Qty. 1 EA.
              Split Casing Bushing
              LS-NOW 37-1/2" x 20" Split casing bushing for LS-NOW 37-1/2"
              Rotary Table


         Qty. 1 EA.
              Kelly Bushing
              LS-NOW pin drive roller Kelly bushing for 5-1/4" HEX KELLY


         Qty. 1 EA.
              Hex Kelly
              5-1/4"x40' hex. Kelly.  (5" Drill pipe), Drill Pipe connection
              NC50- 4-1/2IF.


         Qty. 1 EA.
              Upper Kelly Valve
              Mudanjiang Petro.  machinery plant mode Griffith LKV-724 Kelly
              Valve,  7-3/4" OD / 3-1/16" ID 6-5/8" reg LH (Upper)


                             ELECTRICAL POWER SYSTEM

         Qty. 1 EA. 6715-00
              SCR House
              System Description

              Item     Qty     Description
              1        3       Detroit Diesel V-1600 engines driving a 1750 kVA,
                               600 VAC, 60 Hz generator.
              2        1       1500 HP Drawworks, driven by two (2) series wound
                               Yongi DC motors.
              3        2       1600 HP Mud Pumps, each driven by two (2) series
                               wound Yongi DC motors.
              4        1       1000 HP Rotary Table driven by one (1) series
                               wound Yongi DC motor.


                                  Page 16 of 58







[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
              SCOPE OF NATIONAL OILWELL SUPPLIED EQUIPMENT

              National Oilwell to provide the following equipment
              Item     Qty     Description
              1        4       Model 1400 SCR control cubicles
              2        3       Model 1400 Engine/Generator control cubicles
              3        1       Blank cubicle for future Gen Control
              4        1       Synchronizing system
              5        1       Ground detection system
              6        1       Hands off circuit
              7        1       Power limit system
              8        1       PLC System
              9        1       Driller's console
              10       1       Driller's foot throttle
              11       1       Drawworks dynamic brake system
              12       1       Baylor Brake Control
              13       1       600 Volt feeder section
              14       1       Transformer section
              15       1       MCC section
              16       1       Power Control House


              1) MODEL 1400 SCR CONTROL CUBICLE
                  NOI will supply four (4) Model 1400 SCR Drive Control cubicles
                  each to include:
                  Item     Qty      Description
                  1        1        AC Input, 1600AF, Stationary Mount, Circuit
                                    Breaker Switch with UV trip and auxiliary
                                    contacts.
                  2        1        Voltmeter, 0 - 1000 VDC
                  3        1        Ammeter, 0 - 2000ADC
                  4        1        SCR "ON" indicating lamp, (Red)
                  5        1        6 pulse, 1800 amp, 750 VDC, vertical air
                                    cooled SCR Bridge. The bridge shall be
                                    protected using semiconductor type fuses
                                    with form C contacts, which are activated
                                    when the fuse opens.
                  6        1        Surge Suppression "ON" Indicating Lamp
                                    (Green). Surge Suppression will be provided
                                    to clamp any transient voltages, which could
                                    be damaging to the SCR devices. The surge
                                    suppressor will consist of a fused set of
                                    metal oxide varistors (MOVs).
                  7        1        Set of DC assignment contactors to allow for
                                    multiple assignments of the bridge.
                  8        1        DC Control Module with:
                                    o   Pulse thyristor-firing circuits with
                                        "Hard Firing" outputs. The synchronizing
                                        signal originates


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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
                                        directly from the AC line so that no
                                        pilot generator is required.
                                    o   High speed current regulator with
                                        twenty-millisecond response. Automatic
                                        current limit load sharing for motors
                                        driving the same shaft and driven by
                                        separate armature supplies no setup or
                                        adjustment required.
                                    o   Individual control of current limit for
                                        all drilling functions. The rotary table
                                        torque limit will be mounted in the
                                        driller's console.
                                    o   Ramp generator on the Drawworks current
                                        regulator to control the rate of rise of
                                        motor torque.
                                    o   Motor speed regulators for the Mud
                                        Pumps, Drawworks, and Rotary Table (Top
                                        Drive). Each regulator will be
                                        interlocked with its related assignment
                                        contactor.
                                    o   All controls are designed to be
                                        "Foolproof", no preset sequence of
                                        operation is required. The operator may
                                        push any button at any time and the
                                        system will either follow when it is
                                        safe or block the command if it is not
                                        consistent with the operation.
                                    o   Manual firing control for emergency
                                        operation.
                                    o   Thyristor gate suppression at
                                        approximately 150% of the bridge rating.
                                    o   "Zero Throttle Interlock", the hand
                                        throttle must be returned to zero after
                                        an assignment change before the motor
                                        can be powered.
                                    o   Module Fault Finder includes a meter and
                                        switch mounted on the front for
                                        monitoring critical internal voltages


              2) MODEL 1400 ENGINE/GENERATOR CONTROL CUBICLE
                  NOI will supply three (3) Model 1400 Generator Control
                  cubicles each to include:
                  Item     Qty      Description
                                    1 1 2000AF, Stationary Mount Circuit Breaker
                                    with LI solid state trip unit, manually
                                    charged, electric closing solenoid, UV
                                    release and necessary auxiliary contacts.
                  2        1        Circuit Breaker Pushbutton "CLOSE"
                  3        1        Ammeter Meter
                  4        1        Kilowatt Meter
                  5        1        Kilovar Meter
                  6        1        Generator Hour Meter
                  7        1        Engine Control Pushbutton "OFF IDLE-RUN"


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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
                  8        1        Generator "RUN" Indicating Lamp (White)
                  9        1        Generator "ON LINE" Indicating Lamp (Red)
                  10       1        Generator Sync Indicating Lamp (Amber)
                  11       1        Manual Engine Speed Adjust Potentiometer
                  12       1        Manual Voltage Adjust Potentiometer
                  13       1        Engine Generator Solid State Control Module
                                    with:
                                    o   Voltage Regulator
                                    o   Electronic Governor Control
                                        -    Response time of .8 second typical
                                        -    Maximum load unbalance between
                                             engines (one hot, one cold) at all
                                             points, no load to full load, +5%
                                             of its rated load
                                        -    Working temperature range of
                                             30(degree)C to +50(degree)C
                                        -    No load to full load regulation of
                                             +1%
                                        -    Governor electronics arranged for
                                             battery power to advance throttle
                                             for "black start" capability.
                                    o   Reactive power is shared between the
                                        generators by reactive power droop
                                        compensation
                                    o   Real power is shared by a master / slave
                                        command line
                                    o   Exciter power supply, 12 amp maximum
                                        current (the exciter current limit is
                                        set to suit the individual exciter)
                                    o   Exciter power supply maximum voltage is
                                        240 volts (this is set by the choices of
                                        the exciter transformer and the
                                        generator self excitation requirements)
                                    o   Protective functions built into the
                                        regulator are:
                                        - Reverse Power Trip
                                        - Under Frequency Trip
                                        - Over voltage Trip
                                        - Over speed Trip
                                        - Frequency / Voltage Scheduled for
                                          Engine Operation at Idle Speeds


              3) BLANK CUBICLE FOR FUTURE GEN CONTROL
                  National Oilwell Varco will supply one (1) blank cubicle for
                  future Gen Control. This cubicle will


              4) SYNCHRONIZING SYSTEM
                  NOI will supply a Synchronizing System that will consist of
                  the following items:
                  Item     Qty      Description
                  1        1        Synchronizing System


                                  Page 19 of 58






[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
                                    (1) - Synchronizing selector switch
                                    (2) - Synchronizing lights (clear)
                                    (1) - Synchroscope
                                    (1) - Synch check relay
                                    (1) - Voltmeter--main bus & Generator
                                          (0 750 V)
                                    (1) - Frequency Meter--main bus & Generator
                                          (50 - 70 Hz)


              5) GROUND DETECTION NETWORK
                 NOI will supply a Ground Detection Network consisting of the
                 following items:
                 Item     Qty       Description
                 1        1         Ground Detection Circuit
                                    (3) - Ground Detection Lights
                                    (1) - Percent DC Ground Meter
                                    (1) - Percent AC Ground Meter
                                    (1) - Test Pushbutton
                                    (1) - Audible Alarm to be mounted on the
                                          exterior of the house
                                    (1) - Strobe Light to be mounted on the
                                          exterior of the house
                                    (1) - Alarm Acknowledge Pushbutton


              6) HANDS-OFF CIRCUIT (HOC)
                 The HOC will supply power for the engine starting circuit and
                 the pulse pick-up circuit in each of the AC generator control
                 modules. The items included will be: Item Qty Description 1 1
                 Set of CPT's.
                 2        1         Set of fuses.
                 3        1         Single-phase diode bridge.
                 4        2         12V Batteries


              7) POWER LIMIT SYSTEM
                 The Power Limit Circuit will monitor the KW & KVA of each
                 engine generator set. If either of these parameters reach its
                 limits, the Power Limit Circuit will reduce the power being
                 delivered to the loads so that the load on each generator is
                 held at its limit until the loads on the SCR drives are
                 reduced (by other action) to a level below the generator
                 limit. A meter on the Driller's Console indicates percent
                 Power Limit. A warning lamp is illuminated on the Driller's
                 Console at a load level just below the power limit.

                                  Page 20 of 58








[NATIONAL OILWELL VARCO LOGO]                                 Proposal
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Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
               8) PLC SYSTEM
                  The System Host PLC is a high speed, versatile modular
                  mini-PLC. The PLC is used for serial communication with
                  remote consoles and other rig devices. Additionally, the PLC
                  incorporates the SCR bridge assignment logic. The PLC shall
                  consist of the following.
                  Item     Description
                  1        Siemens S7-300 Modular Mini-PLC
                  2        32 Bit, Fixed & Floating Point CPU
                  3        Up To 1024 Digital Inputs / 1024 Digital Outputs
                  4        Up To 256 Analog Inputs / 256 Analog Outputs
                  5        Complete Instruction Set With "Built-In" Functions
                  6        Built-In Self Diagnostics
                  7        Fiber Optic Communication Capability


               9) DRILLER'S CONSOLE
                  The console will be constructed of 12-gauge stainless steel
                  and the hand throttle wheels of solid stainless steel. Each
                  hand wheel will drive two (2) independent potentiometers to
                  provide 100% backup of the throttle function. The console will
                  be watertight and include a gasket type door. The console will
                  be equipped with purging for application in a Class I Division
                  2, Group D Hazardous area. A rig air supply fitting will be
                  provided for connection to an external 85 to 150 psi dry air
                  supply. An internal pressure regulator is included to maintain
                  a positive interior pressure relative to the ambient. NOI to
                  supply a driller's console with the following controls and
                  indicators:
                  Item     Qty      Description
                  1        1        SCR Assignment Switch
                  2        1        Rotary Table Speed Control
                  3        1        Rotary Table "FWD OFF REV"
                  4        1        Drawworks Speed Control
                  5        1        Drawworks Switch "FWD OFF REV"
                  6        2        Mud Pump Speed Controls
                  7        2        Mud Pump "ON-OFF" Switch
                  8        1        Rotary Table Torque Limit Selector Switch
                  9        1        Rotary Table Torque Meter Scaled for Amps
                  10       1        PLC "By-Pass" Switch
                  11       1        Power Limit Meter
                  12       3        Generator "ON" Lamps (Red)
                  13       4        SCR "ON" Lamps (Green)
                  14       1        Drawworks Blower "ON" Lamp (White) *
                  15       1        Rotary Table Blower "ON" Lamp (White) *
                  16       2        Mud Pump Blower "ON" Lamps (White) *

                                  Page 21 of 58







[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
                  17       1        Power Limit Lamp (Amber)
                  18       1        Console Purge Loss Lamp (Amber) *
                  19       1        PLC "OK" indicator lamp (Amber)
                  20       1        Ground fault Indication Lamp (Amber) *
                  21       1        Audible alarm activated for items marked (*)
                  22       1        Alarm Silence Button
                  23       1        PLC I/O module for PLC communication
                  24       1        AC Emergency Shutdown Push Button (All
                                    Engine Kill)
                  25       1        DC Emergency Shutdown Push Button
                  26       Lot      Pyle National plugs & receptacles


              10) DRILLER'S FOOT THROTTLE
                  The foot throttle is constructed of 12-gauge No.304 stainless
                  steel throughout, built to withstand the environment normally
                  encountered on the rig floor. It includes dual stainless steel
                  return springs to provide a fail safe return to the off
                  position in the event of a spring failure. Provisions for a
                  dry air connection to the electrical compartment are also
                  included. The foot throttle connects directly to the Driller's
                  console through a three-conductor cable.

              11) DRAWWORKS DYNAMIC BRAKE SYSTEM
                  National Oilwell will provide a Drawworks Dynamic Brake
                  system. The dynamic brake will slow the Drawworks A motor from
                  full speed to some preset cathead speed within 10 to 15
                  seconds after the foot throttle is released. The power
                  generated by the freewheeling DC motor is fed into a stainless
                  steel grid resistor bank mounted out on the porch. During
                  normal operation of the Drawworks, the dynamic brake is not
                  connected. If at any time the motor speed is higher than the
                  DW throttle setting and the foot throttle is not in use, the
                  brake circuit will engage and reduce the motor speed to the
                  hand throttle setting.


              12) BAYLOR BRAKE CONTROL SYSTEM
                  National Oilwell's Baylor Primary Brake control system, for
                  application with and eddy current brake. The system shall
                  consist of the following:
                  Item     Qty      Description
                  1        1        Air cooled 25 kW SCR unit with door mounted
                                    alarm minimic panel (NEMA 1)
                  2        1        Driller's control unit (intrinsically safe)
                  3        1        Power selector unit (intrinsically safe)
                  4        1        Power  transformer, 3 phase, 30 kVA, 60 Hz,
                                    480 Volt AC primary, 220 Volt AC secondary
                                    (Drip-proof)


                                  Page 22 of 58






[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
              13) 600 VOLT FEEDER SECTION
                  NOI will provide a Feeder Section in the line-up containing
                  the following items:
                  Item     Qty      Description
                  1        1        1200 AF Circuit breaker for MCC transformer.
                  2        1        1600 AF Circuit breaker for Top Drive Feeder


              14) TRANSFORMERS
                  NOI will provide the following ventilated dry type
                  transformers:
                  Item     Qty      Description
                  1        1        1000 kVA,  600:480 Volt, 60 Hz, three phase,
                                    aluminum  wound, NEMA 3R enclosed MCC
                                    transformer.


              15) 480 VOLT MOTOR CONTROL CENTER
                  National Oilwell will provide the following vertical sections
                  of MCC. The MCC will be NEMA type, 480 Volt, 60 Hz, with
                  individual breakers. The horizontal bus will be copper and
                  suitably rated. The vertical bus will be copper and rated for
                  300 amps. A copper ground bus will run the full length of the
                  MCC line up. Each starter will be complete with a 480:120
                  control power transformer fused on the primary and secondary
                  (magnetic only) breaker, a contactor and an ambient
                  compensated overload element (heater).

              LEGION:      FVNR       = Full Voltage Non-Reversing
                           HOA        = Hands - Off - Automatic
                           3WRC       = 3 Wire Remote Control
                           AF         = Amp Frame
                           AT         = Amp Trip
              Item HP    Size   Type   Control    Function
              1    1.5   1      FVNR   HOA        Mud Pump #1 Lube Oil Pump
              2    3     1      FVNR   HOA        Mud Pump #1 Linear Wash Pump
              3    15    2      FVNR   HOA        Mud Pump #1A Blower
              4    15    2      FVNR   HOA        Mud Pump #1B Blower
              5    60    4      FVNR   HOA        Mud Pump #1 Charging Pump
              6    1.5   1      FVNR   HOA        Mud Pump #2 Lube Oil Pump
              7    3     1      FVNR   HOA        Mud Pump #2 Linear Wash Pump
              8    15    2      FVNR   HOA        Mud Pump #2 A Blower
              9    15    2      FVNR   HOA        Mud Pump #2 B Blower
              10   60    4      FVNR   HOA        Mud Pump #2 Charging Pump
              11   15    2      FVNR   HOA        DWA Blower


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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
              12   15    2      FVNR   HOA        DWB Blower
              13   15    2      FVNR   HOA        RT Blower Motor
              14   25    2      FVNR   3WRC       Trip Tank #1
              15   25    2      FVNR   3WRC       Trip Tank #2
              16   100   4      FVNR   3WRC       Mud Mix Pump#1
              17   100   4      FVNR   3WRC       Mud Mix Pump #2
              18   100   4      FVNR   3WRC       Spare
              19   100   4      FVNR   3WRC       Desander Pump
              20   100   4      FVNR   3WRC       Desilter Pump
              21   60    4      FVNR   3WRC       Degasser Pump
              22   25    2      FVNR   3WRC       Water xfer Pump #1
              23   25    2      FVNR   3WRC       Water xfer Pump #2
              24   25    2      FVNR   HOA        Brake Cooling Loop #1
              25   25    2      FVNR   HOA        Brake Cooling Loop #2
              26   75    4      FVNR   3WRC       Main HPU
              27   25    2      FVNR   3WRC       Centrifuge FD Pump #1
              28   75    4      FVNR   3WRC       Centrifuge #1
              29   25    1      FVNR   3WRC       Centrifuge FD Pump #2
              30   75    4      FVNR   3WRC       Centrifuge #2
              31   10    1      FVNR   HOA        Spare
              32   10    1      FVNR   3WRC       Spare
              33   25    2      FVNR   HOA        Spare
              34   25    2      FVNR   3WRC       Spare
              35   50    3      FVNR   3WRC       Spare
              36   75    4      FVNR   3WRC       Spare


              Feeder Circuit Breakers
              Item     AT/AF        Function
              1        150/150      Air Compressor #1
              2        150/150      Air Compressor #2
              3        150/150      Lighting transformer
              4        100/100      Koomey Unit Pump #1
              5        100/100      Spare
              7        40/60        House AC #1
              8        50/60        Baylor Brake Supply
              9        30/30        HPU Disc Brake
              10       40/60        House AC #2
              11       150/150      Mud Tank Panel
              12       50/60        Accumulator BOP
              14       30/30        Spare
              15       20/30        Dog House A/C Feeder
              16       15/30        Dog House Purge Feeder
              17       60/60        Spare
              18       15/30        Block Heater #1

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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
              19       15/30        Block Heater #2
              20       15/30        Block Heater #3
              21       15/30        Spare
              22       150/150      Spare

              16) POWER CONTROL HOUSE
                  The Power Control House will be designed for transportation by
                  an oilfield trailer. The house size will be approximately 10'
                  W x 46' L x 10'6" H.

                  The house columns and ceiling frame will be constructed from
                  structural steel seam welded. The outside shall be fabricated
                  from twelve-gauge sheet steel. All corners are to be formed by
                  bending leaving no sheet edge exposed.

                  Three of the walls will be insulated with three-inch thick
                  polystyrene block insulation. The floor and the wall with the
                  receptacles and plugs will not be insulated. The inside
                  surface of the walls will be finished with a sandwich style
                  insulating board with aluminum sheet interior. A rubber
                  neoprene mat will run the full length of the interior aisle of
                  the House.

                  One (1) 42 circuit 120Y208 volt, 3 phase, 4 wire panel board
                  will be mounted on an interior wall for lighting and other
                  required needs. Four (4) fluorescent lighting fixtures (2
                  40WRS) will be supplied for aisle lighting. Two (2) 120 volt
                  duplex receptacles will be included. An emergency lighting
                  fixture will also be included in the center interior of the
                  House.

                  Two (2) steel doors with panic hardware will be supplied, one
                  at each end and on opposite sides of the house. Both doors
                  shall be designed to open to the outside by pushing down on
                  the opening bar.

                  The two (2) air conditioning units will be of the split unit
                  type with the condenser and evaporator sections mounted
                  separately. Each unit will be rated at 7.5 tons. The hot air
                  generated by the SCR bridges will be discharged out the top of
                  the cubicles and contained within the dead air space between
                  the ceiling and the roof. This air will then be ducted to the
                  return air side of the evaporator sections of the units.
                  Transformers and air conditioning condenser units will be
                  mounted on a covered porch at one end of the house.

                  The incoming power connections will be located in a recessed
                  box located at the top and on one side of the house and spaced




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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
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Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
                  approximately eight feet apart. This location is on the same
                  side of the house as the SCR line up. The receptacles for the
                  outgoing DC power and rig AC loads are to be installed in
                  panels which slant downward to relieve stress on the outgoing
                  cables, except for the receptacles located at the very bottom
                  of the plug panel, which will not be slanted downward because
                  of the physical limitations of their location. The mating
                  plugs for the receptacles will also be supplied with the
                  house.

                  The exterior of the house will be cleaned with a sweep blast
                  of sand to remove scale and oxidation. The exterior coating
                  will consist of a sub coat of primer and a topcoat of urethane
                  linear white. The interior floor will be painted ANSI gray.


         Qty. 3 EA. R163-7M36 Generator Set

              Stewart & Stevenson packaged Model R1630F900 generator sets, 600
              volt, 3 phase, 60 Hz, 0.6 PF, 1800 RPM, equipped as follows:

              Diesel Driver
                  o   Detroit Diesel 16V2000/G80, Model R163-7M36
                  o   1350 BHP @ 1800 RPM, Prime Rated
                  o   16V configuration
                  o   4 stroke direct injected
                  o   Bore and stroke 5.12 x 5.91 (130 x 150); 1944 CID (31.88L)
                  o   Turbocharged (dual)
                  o   Charge air cooled, SPCC
                  o   SAE "0" flywheel housing
                  o   Detroit Diesel Electronic Controls MDEC
                  o   Provides engine monitoring and control
                  o   Electronic (isochronous) governing
                  o   Accessory Package
              A.  Instrumentation
                  o   DDC Electronic Display Module. Provides engine monitoring
                      functions to include:
                  o   Engine RPM
                  o   Coolant temperature
                  o   Oil pressure
                  o   Battery voltage
                  o   Diagnostic function
                  o   Engine hours
                  o   Overspeed shutdown. Independent of electronic controls.
                  o   Magnetic pick-up

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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
                  o    Air inlet shut down
                  o    MDEC sensing of following alarm and shutdown functions:
                  o    High coolant temperature alarm
                  o    Low coolant level alarm
                  o    High oil temperature alarm

              B.  Air cleaner. Dual dry type for standard service, mounted with
                  pre-cleaner caps.

              C.  Lubricating System
                  o    Filter, replaceable spin-on.
                  o    Gear driven oil pump.
                  o    Angularity limits: 30(degree) Front up/down, 30(degree)
                       side tilt.
                  o    Integral oil cooler

              D.  Fuel System
                  o    Racor filter/moisture separator with replaceable element.
                  o    DDC secondary filter, replaceable spin-on
                  o    MDEC Electronic Unit Injector (EUI)

              E.  Start System
                  o    Air starter, bell housing mounted, complete with actuator
                       valve and filter.

              F.  Electrical System
                  o    Dual 12V HD batteries, mounted, marine boxes
                  o    Engine driven 24V alternator, 70 amp (battery and
                       alternator package may be deleted if 24V power available
                       from others for electronic engine controls)
                  o    MDEC wiring harness
                  o    DDC Electronic Computer Module (ECU), mounted

              G.  Cooling System
                  o    Radiator, front mounted, engine driven blower type fan,
                       separate Circuit Charge Cooling (SCCC) equipped with dual
                       cores
                  o    Separate Circuit Charge Air Cooling (SCCC) engine
                       systems.
                  o    Jacket water heater, 110/220V
                  o    115(degree)F ambient sizing

              H.  Exhaust System
                  o    Exhaust wye, dual 8" inlet, 12" outlet
                  o    Exhaust silencer, spark arresting, loose
                  o    12" inlet, 12" outlet
                  o    Rain proof style stove pipe
                  o    Two (2) 90(degree) exhaust elbows, 12" flange, two (2)
                       12" companion

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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
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Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
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                       flanges, gaskets

              Generator
                  o    National Oilwell 1750 KVA NOI/Baylor alternator, single
                       bearing for direct mounting to 16V2000, "0" housing, 1800
                       RPM.

              EXPANDED DESCRIPTION BELOW

              Construction
                  o    Engine, generator, radiator assemblies unitized on heavy
                       duty structural steel. Accessory packages installed and
                       mounted unless noted as loose.
                  o    Oil and fuel lines extended and fastened to base side
                       rails for convenient service and quick connection.
                  o    Dimensions - 198" L x 75"W; Weight - 24,500 lb. -
                       Estimate

                  Manuals, Documentation, Testing
                  o    Operation and Maintenance Manuals (2 copies each unit)
                  o    Generator test reports
                  o    Detroit Diesel Corporation dynamometer test reports
                  o    Stewart & Stevenson Standard Manufacturers test

              GENERATOR
              Model: S437QUJ
              National Oilwell Baylor AC Generator with direct connected
              brushless rotating exciter in accordance with the following:



                  o    RPM:                                   800
                  o    Electrical Rating                      1050kW, 0.6pf, 1750kVA, 3pH, 60Hz,
                       600V, Wye
                  o    Temperature Rise                       105(degree) C by resistance over
                       40(degree) C ambient
                  o    Duty                                   Continuous SCR
                  o    Insulation                             Class H form wound - VPI
                  o    Enclosure                              Drip proof guarded
                  o    Weight                                 Approximate 9,500 lbs.
                  o    Bearings                               One anti-friction, grease
                       lubricated
                  o    RTD's                                  6 X PT100 in stator, 1 X
                       PT100 in bearing
                  o    Excitation                             Brushless - shaft mounted
                  o    Housing Adapter                        SAE "0"
                  o    Drive Disc                             SAE 518
                  o    Accessories:
                  o    Oversized terminal box with bus bars


                                  Page 28 of 58






[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
                  o    Space heaters


         Qty. 1 LOT 16V2000-HOUSE-3
              Generator House
              Engine/generator enclosure for three (3) Detroit Diesel 16V2000
              power sets consisting of:

                  o    Three (3) 10' x 40' Three runner oilfield type skids.
                       Skids constructed of W18" beam with 1/4" checkered plate
                       flooring.
                  o    Three (3) 10' x 38' long roofs (10' clear height). Roofs
                       corrugated panel metal construction.
                  o    Installation for three (3) National Oilwell furnished
                       mufflers and flex joints.
                  o    One (1) fuel feed manifold with supply line to generator
                       set each skid.
                  o    One (1) fuel return manifold with return line to
                       generator set each skid.
                  o    Install following National Oilwell furnished equipment on
                       skid extensions:
                  o    Two (2) Air Compressors
                  o    Two (2) Air Receivers
                  o    One (1) Air Dryer 400 ACFM Unit size (OR two (2) Air
                       dryers 200 ACFM size)
                  o    One (1) Cold Start Unit

              Provide piping between air compressors and air receiver and to
              engine starters.


                                    MUD PUMPS

         Qty. 2 EA. 12-P-160
                  NOI model 12-P-160 mud pump, triplex single acting.

                  SPECIFICATIONS

                  Max. input horsepower                 1600HP(1193KW)
                  Rated pump speed                      120SPM
                  Piston stroke                         12"
                  Max. working pressure                 5000psi
                  Max. liner bore                       7-1/4"
                  Suction connection flange             10"ASA-150lb.R.J.
                  Discharge connection flange           6" API-5000lb.R.J.
                  Dimension                             5309L x 2889W x 1905H


                                  Page 29 of 58






[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
                  Weight                                24810kg

                  FEATURES
                  o    One-piece construction of crank-shaft, connecting rod and
                       pinion shaft
                  o    Roller bearing throughout
                  o    Two-piece piston rod allows removal of piston without
                       disturbing liner
                  o    Clamp lock liners and piston rod assemblies in place
                  o    Full circle spray cools and lubricates liners regardless
                       of pump speed
                  o    Metal to metal liner retention
                  o    Herringbone gears
                  o    Two piece cylinder modules with complete
                       interchangeability between modules
                  o    "Fast Change" valve cover arrangement
                  o    Liner Spray & motor 60HZ.
                  o    Dress pump with 6-1/2" liners & pistons.
                  o    Standard lube system

         Qty. 2 EA.
              Discharge Strainer Cross, complete with:
                  o    5" 5000# discharge flange connections
                  o    4" 5000# top connection for pulsation dampener
                  o    5" 5000# end connection for strainer clean-out

         Qty. 2 EA.
              Flange, 5-1/8" 5000# Blind flange, to match 2-1/16" gauge.

         Qty. 4 EA.
              Flange, 5-1/8" 5000# API 6B Weld neck flange.

         Qty. 2 EA.
              Blind Flange, 5-1/8" 5000# Mod. 6B blind flange.

         Qty. 8 EA. Ring Joint Gasket.

         Qty. 2 EA.
              Jib Crane with Trolley only For a 12-P-160 Mud Pump, for handling
              fluid end expendable parts (only)

         Qty. 2 EA.
              1/2 ton hand hoist for use with Jib Crane

                                  Page 30 of 58






[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
         Qty. 2 EA.
              Reset Relief Valve
              3" standard service pin shearing type relief valve with pin of
              same diameter for 1500-5000psi

         Qty. 2 EA. 1292369
              Oilwell In-Line Suction Stabilizer for 12-P-160 Pump application.

         Qty. 2 EA. LS-20-5000 LS pulsation dampener.

              Maximum service pressure       5,000 PSI
                  Surge capacity:            20 gallons
                  Connection:                4" API 5,000 RTJ
                  Diaphragm:                 Hydrogenated nitrile (installed)

         Qty. 2 EA.
                  Pump Drive
                  For 12-160-P mud pump with:

                  o Extended skid frame
                  o Rear mounted dual belt drive
                  o Complete with sheaves, hubs, powerband
                  o Belt guard

                  For use with YZ08/YZ08A motor

         Qty. 2 EA.
              Assembly Of Drive To Pump
              Assembly and mounting of motor and drive on 12-P-160 pump

         Qty. 4 EA. YZ08/YZ08A Motor - Pumps
              Yongji YZ08/YZ08A drilling motor.

              SPECIFICATIONS
                  o    Rated power:          800 KW
                  o    Rated voltage:        750 V
                  o    Rated current:        1150 A
                  o    Rated speed:          970 RPM
                  o    Rated torque          8033.7 N.m
                  o    Max. current:         1600A
                  o    Max. torque:          12206.4 N.m
                  o    Exciting type         series
                  o    Insulation class      H

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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
                  o    Cooling type:         Air forced ventilation
                  o    Ex-proof type:        Air pressurization
                  o    Weight:               3200 kg



              FEATURES
                  o    Self excited series field
                  o    Single shaft extension with standard hub
                       Pressurized connection box with bolts for connecting
                       armature & field cables
                  o    High current, powerful torque and wide speed adjusting
                       range at constant power
                  o    C/W blower driven by 15HP ex-proof AC motor, 460V, 60Hz
                       and 230V spacer heater.



                                   MUD SYSTEM

         Qty. 1 EA. MS-2T-1314BBL
                  Mud Tank System - Two Tank, Total Capacity of 1314 BBL /
                  Patent Pending

                  SHAKER TANK GENERAL DESCRIPTION:
                  1.   To be equipped with the Following Equipment:
                       A.  Brandt King Cobra Linear Motion Shale Shaker utilizes
                           a Cobra Linear Motion screen deck containing four
                           screens and 33.4 sq. ft. screening area and the
                           contour plus deck design with drying panel.
                           Screen area:          33.4 sq. ft., flat screens
                           Screens/deck:         four screens
                           Screen angle:         contour deck design 0(degree),
                                                 +5(degree), +5(degree), +5(0)
                           Deck angle:           adjustable from -5(degree) to
                                                 +3(degree)
                           "G" force:            nominal 6.3 G's
                           Electrical:           direct drive, two 2.5 hp
                                                 canister vibra motors, 60 Hz,
                                                 230/460 volt, 3 phase,
                                                 explosion proof
                           Overall dimensions:
                               Length:                        120"
                               Width:                         65"
                               Height:                        69"
                               Weir height:                   41"
                               Weight:                        4300 lbs.
                           (Screens are not included with shaker) - Left hand
                       B.  Brandt King Cobra Linear Motion Shale Shaker utilizes
                           a


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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
                           Cobra Linear Motion screen deck containing four
                           screens and 33.4 sq. ft. screening area and the
                           contour plus deck design with drying panel.
                           Screen area:          33.4 sq. ft., flat screens
                           Screens/deck:         four screens
                           Screen angle:         contour deck design 0(degree),
                                                 +5(degree), +5(degree), +5(0)
                           Deck angle:           adjustable from -5(degree) to
                                                 +3(degree)
                           "G" force:            nominal 6.3 G's
                           Electrical:           direct drive, two 2.5 hp
                                                 canister vibra motors, 60 Hz,
                                                 230/460 volt, 3 phase,
                                                 explosion proof
                           Overall dimensions:
                               Length:                 120"
                               Width:                  65"
                               Height:                 69"
                               Weir height:            41"
                               Weight:                 4300 lbs.
                           (Screens are not included with shaker) - right hand
                       C.  One (1) Degasser Model D-1000-C, vertical vacuum
                           degasser with 60" diameter vessel mounted on an
                           oilfield skid. includes explosion proof 1800 rpm 5 hp
                           motor and starter, suction and discharge piping, and
                           jet nozzle with 1-3/4" bore.
                               Maximum capacity:       1000 gpm.
                               Electrical service:     xp 3 phase 230/460v/60Hz.
                       D.  One (1) Desander Vertical Model DSN-3V-10CTX, 3 cone
                           features manifold constructed of 8" sch. 40 pipe
                           mounted on an angle iron base, three (3) 10" diameter
                           CTX desander with grooved end inlet and overflow,
                           desilting capacity of 1500 gpm.
                       E.  One (1) Desilter Model DSLR-20GG-4CTX, 20 cone
                           features 24" round manifold constructed of 3/8" plate
                           mounted on an angle iron base, twenty (20) 4" CTX
                           cones with grooved end inlet and overflow, desilting
                           capacity of 1300 gpm.
                       F.  One (1) Vertical Centrifugal Pump Model
                           67065408ITAD0DS, degasser feed/clean out centrifugal
                           6x5x14 14" impeller 1150rpm 60hp vertical centrifugal
                           pump w/dual mech. seals @18 ppg mud.
                       G.  One (1) Vertical Centrifugal Pump Model
                           670861516IT70DS, desander feed/clean out centrifugal
                           8x6x11 11" impeller 1750rpm 100hp vertical
                           centrifugal pump w/dual mech. seals @14 ppg mud.
                       H.  One (1) Vertical Centrifugal Pump Model
                           67861516IT70DS, desilter feed/clean out centrifugal
                           8x6x14 14" impeller 1750rpm 100hp vertical
                           centrifugal pump w/dual mech. seals

                                  Page 33 of 58










[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
                           @14 ppg.
                       I.  Three (3) Agitators 10hp Agitator Model MX-MA10-MTHC,
                           drill mud agitator with 30:1 helical gear speed
                           reducer, cast iron drop bearing housing for shaft
                           support, and 10 hp, 1800 rpm explosion proof c-face
                           motor. Includes shaft 36" long and impeller up to 40"
                           diameter pitched blade impeller.
                               Electrical service:     xp 3 phase 230/460v/60Hz.

                  2.   Shaker Tank Overall Dimension Is 55-0' Long X 12-0" Wide.

                  3.   Tank will be as follows: (52' 9" long x 10-0' wide x 8'
                       6" high walls)
                       A. One (1) settling tank (sand trap) double slopped floor
                          114.923bbls
                       B. One (1) degasser tank 151.696bbls
                       C. One (1) desander tank 120.608bbls
                       D. One (1) desilter tank 120.608bbls
                       E. One (1) reserve tank #1 161.156

                  4.   Shakers are mounted on two individual skids for fast
                       moving and to prevent having to have any fold up or down
                       walk around.

                  5.   Walls and partitions are to be fabricated of crimped 1/4"
                       plate.

                  6.   Flat bottom floors will be constructed of 3/8" plate.

                  7.   Galvanized serrated grating will be installed over the
                       mud compartments, on walkways, on equipment platforms,
                       and on stairs.

                  8.   Skid beams will be W12 X 45 PPF A36 for the main mud tank
                       skids.

                  9.   The equipment skid to mount the degasser, desander, and
                       desilter is setting on the reserve side of the mud tank
                       with easy mount connection with no support members under
                       the skid to interfere with other equipment possibilities.
                       All 1-1/4 serrated grading will be mounted on the skid.

                  10.  Rim line will be constructed of 6" square tubing with
                       1/2" wall thickness. The rig side of the rim used for
                       transferring mud and jetting each section to the reserve
                       side and displacing mud.

                  11.  Rim line will be constructed of 6" square tubing with
                       1/2" wall



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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
                       thickness. The off-rig side of the rim used for
                       transferring water and 2" outlets provided for shaker,
                       desander and desilter, chemical mixing, and mud mixing
                       area.

                  12.  Hinged manways with rung ladders will be installed in all
                       compartments.

                  13.  All handrails will be constructed of 1-1/2" square tube
                       with 3/16" wall thickness and most of the handrails will
                       be designed to stay in place during shipment but lay down
                       to avoid having to rig them up each time.

                  14.  Toe plates will be installed on the perimeter of tank
                       and/or walkway and surrounding the cuttings chute.

                  15.  Handrails to be furnished around cuttings chute.

                  16.  Butterfly dumps 10" to be installed in each compartment
                       off-rig side.

                  17.  Shaker tank piped for one (1) desander, one (1) desilter
                       single source pumping, and each compartment will have
                       suction in a sump for transferring and jetting mud.

                  18.  Discharge and suction piping will be kept below the
                       grating except where necessary to feed equipment.

                  19.  Piping extensions higher than the mud agitators will be
                       connected with a union for quick rig up and rig down.

                  20.  All piping up to 6" will be schedule 80 IPS.

                  21.  All piping 8" and larger will be schedule 40 IPS

                  22.  Mud trough will be sized for 1500gpm.

                  23.  All pumps to be mission magnum with dual mechanical seals
                       intended for sucking the tanks dry.

                  24.  All butterfly valves will have actuators below the
                       grating with socket adapter for manual operation.

                  25.  Where possible butterfly valves to be outside mud tanks
                       and all butterfly valves are above mud level.


                                  Page 35 of 58






[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
                  26.  Agitator beams located in three sections of the tank.

                  27.  Shaker tank piped for one (1) degasser, one (1) desander,
                       one (1) desilter, and each compartment will have suction
                       in a sump for transferring and jetting mud.

                  28.  One (1) set of external stairs will be built for shaker
                       tank access with 42" handrails.

                  29.  One (1) crossover platform from Shaker Tank to
                       Intermediate Tank #1.


                  SUCTION TANK GENERAL DESCRIPTION:
                  30.  To equipped with the following equipment:
                       A.  Two (2) Vertical Centrifugal Pumps Model
                           67065408ITAD0DS, charging mud pumps and feed/clean
                           out centrifugal 6x5x14, 14" impeller 1150rpm 60 hp
                           vertical centrifugal pump, w/ dual mech. Seals @18
                           ppg mud.
                       B.  Two (2) Vertical Centrifugal Pumps Model
                           670654509IT0DS, mixing and feed/clean out centrifugal
                           6x5x14 75hp 1150rpm, vertical centrifugal pump, w/
                           dual mech. Seals @18 ppg mud
                       C.  Four (4) Agitators 10hp Agitator Model MX-MA10-MTHC,
                           drill mud agitator with 30:1 helical gear speed
                           reducer, cast iron drop bearing housing for shaft
                           support, and 10 hp 1800 rpm explosion proof c-face
                           motor.
                           Includes shaft 84" long and impeller up to 36"
                           diameter and 49' diameter in suction #2 pitched blade
                           impeller.
                           Electrical service:    xp 3 phase 230/460v/60Hz
                       D.  One (1) Mud Hopper Model MH-6-WVT, MUD MIXING HOPPER
                           with venture tube hopper mud 6" with venturi features
                           include venturi discharge nozzle, jet nozzle, sack
                           cutting table, and hopper isolation valve.

                  31. Suction tank overall dimension 55' long x 12'-0 wide.

                  32.  Tank will be as follows:
                       A. One (1) suction tank #2 232.275bbls
                       B. One (1) reserve tank #2 135.427bbls
                       C. One (1) suction tank #1 156.269bbls
                       D. One (1) premix (pill) tank 121.42bbls

                  33.  Mud tank measurement 46'-3/4"long x 10-0" wide.

                  34.  Walls and partitions are to be fabricated of crimped 1/4"
                       plate.

                                  Page 36 of 58






[NATIONAL OILWELL VARCO LOGO]                                 Proposal
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Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------

                  35.  Flat bottom floors will be constructed of 3/8" plate.

                  36.  Galvanized serrated grating will be installed over the
                       mud compartments, on walkways, on equipment platforms,
                       and on stairs.

                  37.  Diamond checkered thread plate will be installed on the
                       hopper floor and on the tank top over the hopper porch.

                  38.  Skid beams will be W12 X 45 PPF A36 for the main mud tank
                       skids.

                  39.  Rim line will be constructed of 6" square tubing with
                       1/2" wall thickness. The rig side of the rim used for
                       transferring mud and jetting each section to the reserve
                       side and displacing mud. Hinged manways with rung ladders
                       will be installed in all compartments.

                  40.  Rim line will be constructed of 6" square tubing with
                       1/2" wall thickness. The off-rig side of the rim used for
                       transferring water and 2" outlets provided for shaker,
                       desander and desilter, chemical mixing, and mud mixing
                       area.

                  41.  All handrails will be constructed of 1-1/2" square tube
                       with 3/16" wall thickness and most of the handrails will
                       be designed to stay in place during shipment but lay down
                       to avoid having to rig them up each time.

                  42.  Toe plates will be installed on the perimeter of tank
                       and/or walkways.

                  43.  Butterfly dumps 10" to be installed in each compartment.

                  44.  All pumps to be mission magnum with dual mechanical seals
                       intended for sucking the tanks dry.

                  45.  Suction tank piped for one (1) mud hopper, two (2)
                       charging pumps, and each compartment will have suction in
                       a sump for transferring and jetting mud.

                  46.  All piping up to 6" will be schedule 80 IPS.

                  47.  All piping 8" and larger will be schedule 40 IPS


                                  Page 37 of 58







[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
                  48.  All four (4) compartments will be agitated.

                  49.  Overflow and underflow pipes will be fitted with hammer
                       seal unions.

                  50.  All butterfly valves will have actuators below the
                       grating with socket adapter for manual operation.

                  51.  Where possible butterfly valves to be outside mud tanks
                       and all butterfly valves to be above mud level.

                  52.  One set of stairs to tank will be built for the suction
                       tank access with 42" handrail.

                  Paint System:
                  Blasted and primed with epoxy inside and out and painted with
                  enamel hardener.

         Qty. 1  1490413
              Caustic Barrel
              National Oilwell Caustic Barrel, telescoping.

         Qty. 1  1490308
              Mud Check Station
              National Oilwell Mud Check Station with sink.

         Qty. 1 EA. PBDG-48
              Poor Boy Degasser
              48" OD X 15 ft. long Poor Boy Degasser, skid mounted.
              Skid suitable for also mounting optional choke kill manifold).
              TO MOUNT ON COMMON SKID WITH TRIP TANK ASSEMBLY.

         Qty. 1 EA.
              Trip Tank Assembly
              Trip tank assembly, skid mounted, constructed.

              TO MOUNT ON SAME SKID AS POOR BOY DEGASSER.
               (Two pump assemblies from below, to be mounted and piped on skid)

         Qty. 1 EA.
              Brake Water Cooling Unit
              Brake water cooling unit. Cooling system consist of a water tank
              integrated into the drawworks master skid, with piping, 3x2x13
              circulating pumps, and a heat exchanger. Heat exchanger is cooled
              with rig water.

                                  Page 38 of 58






[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------

         Qty. 4 EA. 323280081-2
              Trip Tank & Water Transfer Pump
              3x2x13 Mission Magnum I pump with 11" impeller, mechanical seal,
              3ph, 60hz, 460V, 25 HP, explosion proof motor.

              Elevation of cetnterline of assembly 15".

              Standard two coat paint and top coated with RAL 7040 Grey.

         Qty. 1 EA WT-400BBL Tank General Construction:
                  o    3 runner wide flange oilfield skid
                  o    3/8" flat plate bottom
                  o    1/4" v-crimp walls
                  o    Open top design o 1/4" floor plate on skid extension
                  o    Ladder rungs inside & out
                  o    4" drain with butterfly valve
                  o    10'-0" wide x 7'-0" deep x 32'-8" long mounted on a
                       42'-0" long skid- provision for transfer pumps located on
                       skid porch.
                  o    400 BBL Cap.

         Qty. 2 EA. 61373-2
              Brake Water Cooling Pump
              3x2x13 Mission Magnum pump with 13" impeller, mechanical seal,
              3ph, 60hz, 460V, 25 HP, explosion proof motor. Mounted on a low
              profile channel base.

              Elevation of centerline of assembly 12-15/16".

              Standard two coat paint and top coated with RAL 7040 Grey.


                            HIGH PRESSURE MUD PIPING

         High Pressure Mud Piping System
         Qty. 1 EA.
              The system will be fabricated by Changing as per NOI drawings.
              Spec of valves.

                  o    4"-5000PSI W.P. gate valve
                  4" 5000psi buttweld mud gate valve for H2S.


                                  Page 39 of 58






[NATIONAL OILWELL VARCO LOGO]                                 Proposal
--------------------------------------------------------------------------------
Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
                  o    2"-5000PSI W.P. gate valve
              2" 5000psi weldneck mud gate valve for H2S, API 6A, flanged with
              ring grooves lined.

         Qty. 3 PKG
              4" X 12' X 5000 PSI WP Vibrator Hose
              Vibrator Hose with FIG 1002 unions (male & female) and hose
              hobbles (both ends) internal diameter 4".

         Qty. 1 EA.
              Rotary Hose
              3-1/2" X 75 Ft.,10,000 PSI test, 5000 PSI Working Pressure with 4"
              API Male threads each end with 4" Fig 1002 Union (Male X Female) &
              Safety Clamp & Chain each end.


                         BOP CONTROL AND CLOSING SYSTEM

         Qty. 1 EA. FKQ720-6 Remote Control Panel
              Made by Beijing No.1 Petro. Pant, model FKQ720-6, consisting of:

              REMOTE CONTROL PANEL

              One (1) remote control panel include the following major
              components unitized and mounted on an oilfield skid of heavy duty
              welded steel construction:

                  a.   One (1) 1290 liter (340 gallon) oil tank, complete with
                       1" drain plug, 2" air vent, internal baffles, electric
                       low level switch, sight glass gauge and four (4) 4" large
                       inspection port.
                  b.   Twelve (12) 60 liter (15 gallon) capacity 21MPa (3000
                       psi) WP accumulators, which are arranged in both sides
                       and equipped with ball valve in any bank, bladder type
                       precharged with nitrogen gas. This vessel meets API
                       requirements. Accumulators are provided with ASME U-1A
                       certificates.
                  c.   One (1) electric motor driven triplex pump, completes
                       with automatic pressure switch and relief valve. Pump
                       flow rate 43 liter/min. (11.4GPM) at 21MPa (3000psi)
                       output pressure. Explosion proof motor 18.5 kW. 3ph
                       460V/60 Hz.
                  d.   Two (2) pneumatic pumps with capacity of 4.5 liter/min.
                       (1.2 GPM) and 21MPa (3000 psi) output pressure with a
                       0.53MPa air supply. The ratio of liquid/air is 60:1.
                  e.   One (1) air supply manifold include air regulator,
                       lubricator, filter/separator, shutoff valve, bypass valve
                       and automatic



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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
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Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
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                       pressure switch which allows full flow to the air pump up
                       to desired shutoff pressures.
                  f.   One (1) control manifold consisting of the following
                       major components:

                  1.   Six (6) 1" manual/remote operated 3-pos./4-way control
                       valves for the controlling of:
                               Annular preventer              (open/close)
                               Pipe ram preventer             (open/close)
                               Blind preventer                (open/close)
                               Pipe ram preventer             (open/close)
                               Chock valve                    (open/close)
                               Kill valve                     (open/close)

                  2.   Three (3) 100 mm OD pressure gauge for the following
                       pressure indication:

                  3.   One (1) 1" 2-position, 4-way manual/remote operated
                       control valve for operation of the manifold pressure
                       bypass function.

                  g.   Three (3) air transmitter for the remote indications of
                       the following pressure reading:
                           Accumulator pressure with 0~40MPa (0~5800 psi) range.
                           Manifold pressure with 0~40MPa (0~5800 psi) range.
                           Annular supply pressure with 0~25MPa (0~3570 psi)
                           range.

                  h.   One (1) explosion proof electrical junction box include
                       pump motor starter/control, and all necessary elements.
                       In addition to this the junction box will include the
                       following indication lamps and switches:
                           One (1) switch for the following function:
                           Electric power on
                           Two (2) indication lamp for the following function:
                           Electric connection on (Red)
                           Electric power on (Green)
                           One (1) selector switch of the following function:
                           Electric pump HAND/OFF/AUTO

                  i.   All other necessary gauges, check valves, bleed valves,
                       safety valves, fittings and connections for the proper
                       operation of the system.

         Qty. 1 EA.
              Drillers control panel suitable for control of the BOP stack. The
              panel will consist of following main components:

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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
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Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
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                  a.   Seven (7) of 3-position, 4-way air operate valve, for the
                       remote operation of the following functions:

                               Annular preventer            (Open/Close)
                               Pipe ram preventer           (Open/Close)
                               Blind preventer              (Open/Close)
                               Pipe ram preventer           (Open/Close)
                               Choke valve                  (Open/Close)
                               Kill valve                   (Open/Close)
                               Manifold bypass valve        (Open/Close)

                  b.   One (1) set of air pressure regulator, for the remote
                       operation of the following function:
                               Annular air pressure         (Increase /decrease)

                  c.   Four (4) 100mm OD pressure gauge for the indication of
                       the following pressure readings:

                               Annular Pressure       0~25MPa (0~3570 psi) range
                               Accumulator Pressure   0~40MPa (0~5800 psi) range
                               Manifold Pressure      0~40MPa (0~5800 psi) range
                               Air Supply Pressure    0~2.5MPa(0~357 psi) range

         Qty. 1 EA.
              Auxiliary Panel

              Graphic auxiliary drillers control panel suitable for control of
              the BOP stack. The panel will consist of following main components
              (can't indicate the position of open/close):

                  a.   Seven (7) of 3-position, 4-way air operate valve, for the
                       remote operation of the following functions:

                               Annular preventer             (Open/Close)
                               Pipe ram preventer            (Open/Close)
                               Blind ram preventer           (Open/Close)
                               Pipe ram preventer            (Open/Close)
                               Choke Valve                   (Open/Close)
                               Backup Valve                  (Open/Close)
                               Manifold bypass valve         (Open/Close)

                  b.   Four (4) 100mm OD pressure gauge for the indication of
                       the following pressure readings:

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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
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Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
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                               Annular Pressure      0~25MPa (0~3570 psi) range.
                               Accumulator Pressure  0~40MPa (0~6000 psi) range.
                               Manifold Pressure     0~40MPa (0~6000 psi) range.
                               Air Supply Pressure   0~2.5Mpa

         Qty. 1 EA.
              Prevention house

         Qty. 1 EA.
              Alarm Device
              This device can be equipped with alarm device when following case
              occur, gives lamp and/or sound alarms, include a electric cable
              connecting the control system and driller's panel, control system
              and auxiliary panel. Remote control system and driller's panel ,
              Cauxiliary panel are all equipped with 4 explosion-proof
              indication lamp for the following function:

                  Low accumulator pressure (yellow, with sound alarm)
                  Low air pressure         (yellow, with sound alarm)
                  Low fluid level          (yellow, with sound alarm)
                  Electric pump running    (green)

         Qty. 5 EA.
              Bop Closing System Pipe Rack Assembly
              Pipe Rack Module made into 20 foot sections.

              Each section consists of twelve (12) 1" extra heavy pipe with 1"
              hammer lug unions on each end.

              All pipe is covered with a walkway type grating.

              Includes one (1) complete extra hammer union per pipe run.

              Suitcase must be designed to accommodate all functions between bop
              closing unit and the BOP. This would include all hydraulic, air &
              electric.

              (12) pipe required for six function BOP.

         Qty. 24 EA.
              1 Inch, 5000 PSI X 25 feet long "Firefighter" BOP Hoses with
              Carbon steel male NPT end fittings.

              (12) For connecting closing unit to pipe rack.
              (12) For BOP

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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
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Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
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                                 INSTRUMENTATION

         Qty. 1  SDI-50-1500HP-LAND
              Smart Drilling Instrumentation For 1500 Hp Land Rig
              The SDI-50 Smart Drilling Instrumentation System measures and
              displays all critical drilling and mud parameters. The versatility
              and flexibility offered by SDI-50 ensures that the system is ideal
              for both land and offshore drilling units. It is designed as a
              modern alternative to older instrumentation technology and it can
              be easily configured to meet all of your current and future
              drilling instrumentation needs. Information is presented in a
              logical and ergonomic fashion in pages, which combine both
              analogue and digital displays. Much emphasis has been placed on
              ease of operation and as a result this user-friendly product
              requires no special operator training.

              Drillers Console is ergonomically designed. Manufactured with a
              stainless steel frame and 304 stainless steel facia panels.
              Console to house the SDI-50 Driller's Display Panel, Driller's
              Meter Panel, KEMS with Autodriller and Weight Indicator. NOTE:
              This console will reside in an overall console that includes SCR
              and Drawworks Controls.

              Installed in the driller's console. The driller's display panel
              provides access to, and display of, all mud and drilling
              parameters The unit is fully ruggedised for drill floor operation
              Requires 110v AC 60Hz rig supply. The DDP features a 15" Active
              Matrix Color LCD with 1024 x 768 Resolution XGA LCD screen with
              minimum brightness of 400 cd/m2 to eliminate sunlight viewing
              problems. Enclosure suitable for wall or console mounting 20kg
              420(L)x200(W)x410(H)mm.

              Signal Conditioning Unit.
              Installed in safe area, this unit connects to the SDI-50 Displays
              and provides intrinsically safe interfaces to the field sensors.
              SCU typically configured as follows: 5 pit level/volume 4-20 mA
              isolators, 3 pump SPM and Strokes, Tong Torque, Standpipe Press.,
              RT RPM, RT Torque, all circuits have repeat outputs. 75 lbs.
              15"(H)x15"(W)x10"(D). The SCU will be specifically configured to
              suit the sensor inputs mentioned below.

              SDI-50 Safe Area Workstation: For installation in the
              Tool-Pusher's office. The computer Workstation provides the user
              access to SDI-50 information configured with display software as
              per the Drillers Display Panel. The Tool pusher's Workstation also
              configured for this application as the server, to provide sensor
              data to the Drillers Display


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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
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Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
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              Panel via the Ethernet connection. The displays are flexible in
              the way information can be displayed and laid out. For example in
              the past we have provided software displays in analogue, digital,
              bar graph and printer trend format which look like conventional
              instruments. You can also add more parameters to the computer
              display, as the process requires in the future. Each parameter has
              an audible alarm via the computers internal sounder and visual
              high and low alarms. Typical work-station specification is:

              Pentium 4 (2.4GHZ) Desktop PC with convertible mini tower with 17"
              XVGA CRT Monitor, 40gig Hard Disk, 512 MB RAM, 48X-CD-RW, Win2000
              Operating System & CP 5611 Profibus card with TB Server Software.

              Driller Meter Panel: Provides additional analogue and digital
              indication of the main drilling parameters on conventional
              analogue meters and digital readouts. The operation of this panel
              is independent of the DDP and as such it provides full display
              redundancy. Configuration example based on the sensor options:
              Stand-Pipe Pressure, Tong Torque, Rotary Table Torque, Rotary
              Table RPM, Top Drive Torque, Top Drive RPM,2 Mud Pump SPM's and 2
              Stroke Counters, Return Mud Flow and Trip Tank Level. Weight is
              20kg; dimensions are 80(L) x 225(W) x 440(H) mm.

              System includes:

              1        1       304 Stainless steel Drillers Console to house
                               items 2, 3 & 5.
              2        1       Weight Indicator (12" electric)
              3        1       SDI-50 Drillers Display Panel
              4        1       SDI-50 Signal Conditioning Unit (Safe Area).
              5        1       SDI-50 Drillers Meter
              6        1       SDI-50 Safe Area Workstation with Drill-Graph &
                               Drill-Log.
              7        1       SDI-50 Power Conditioning & Distribution System.
              8        1       Hook Load Sensor (EEx. Zone 1)
              9        1       Standpipe Pressure Sensor (EEx. Zone 1)
              10       2       Mud pump SPM sensor (EEx. Zone 1)
              11       1       Rotary RPM sensor (EEx Zone 1)
              12       1       Rotary torque sensor
              13       1       Return mud flow sensor (EEx Zone 1)
              14       1       Tong torque sensor (EEx Zone 1)
              15       1       Height/Depth/ROP sensor (EEx)
              16       7       Mud Pit level transmitters (EEx Zone 1)
              17       1       Trip tank level sensor, 8.2 ft measuring level
                               and 9.52 ft overall length (EEx Zone 1)


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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
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Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
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              18       1       Brake cooling water common alarm input.

              Submit types of offered sensors with ranges.

              1.       Hook Load Sensor (EEx Zone 1). Solid state, strain gauge
                       pressure transmitter, 4 to 20 mA. Range 0 to 1080 PSI to
                       suit deadline sensator.
              2.       Mud pressure sensor (EEx Zone 1). Solid state, strain
                       gauge pressure transmitter, 4 to 20 mA. Range 0 to 5000
                       PSI.
              3.       Mud pump SPM sensor 9EEx Zone 1). Inductive proximity
                       switch, NAMUR digital output.
              4.       Rotary/Top Drive RPM sensor (EEx Zone 1). Inductive
                       proximity switch, NAMUR digital output.
              5.       Rotary/Top Drive torque sensor. Split core current
                       transformer, 4 to 10 mA. Range and calibration nominally
                       0 to 1000 amps (Adjusted to suit rig).
              6.       Return Mud flow sensor (EEx Zone 1). Paddle flow sensor,
                       output signal is 4 to 20 mA. Range 0 to 100% RMF.
              7.       Tong torque sensor (EEx solid state, strain gauge
                       pressure transmitter, 4 to 20 mA. Range nominally 0 to
                       2000 PSI (Adjusted to suit rig).
              8.       Height/Depth sensor (EEx Zone 1). Digital shaft encoder
                       with quadrature output, 250 pulses per drawworks
                       resolution.
              9.       Mud Pit level transmitters (EEx Zone 1). Solid state,
                       ultrasonic level transmitter. Range nominal 0 to 5
                       meters. (adjusted to suit rig).

              10.      Trip tank level sensor. A float type IS level sensor
                       transmitter to provide a tank level signal to the SDI-50
                       DAQ. Sensor probe overall length = Measuring length - 452
                       mm (terminal hosing standoff). Please confirm No. of
                       pits, pit BBLs and probe length required when ordering.
              11.      Tension load cell 25k - for tong torque, utilizes item #7
                       for signal transmission.

              Detail drawing for console to follow identification of customer
              preferences. Console is custom designed to meet customer's needs.
              Indicators and bar graphs are monitored on a flat screen TFT
              monitor. Console is made from SS316 stainless steel.

              Includes a power stabilizer. This unit takes whatever power the
              rig give and provides stable AC & DC supplies for the entire
              drilling instrumentation package.

              The ROP is calculated on inputs from the drawworks encoder and the


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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
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Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
              number of turns of the traveling block fastline sheave. The
              encoder tells the block speed and the SDI calculates the ROP. It
              is displayed on the flat screen TFT monitor.

              There is no need to have a 7 pen recorder. All measured parameters
              are available as trends on the drillers display. Permanent print
              out of any trend is also available at the block speed and the SDI
              calculates the ROP. It is displayed on the flat screen TFT
              monitor.


         Qty. 1 EA.
              KEMS with Automatic Drilling System
              Kinetic Energy Monitoring System (KEMS-0006). The KEMS monitors
              the load, speed and position of the traveling block and when
              required operates the drawworks brakes, clutches and motors to
              bring the traveling block to a controlled stop within preset
              limits of travel. Interfaces are included for operation of the
              drawworks auxiliary brake; main brake and clutches as well as the
              drawworks drive motor/s. During downward travel, the system
              measures the total hook load to determine a safe velocity profile
              for downward motion. As the blocks descend and speed is gained,
              the auxiliary brake is engaged to bring the block speed within the
              safe velocity profile. This process continues until the block
              comes to rest at, or just above, the bottom limit of travel.
              However, should the auxiliary brake fail to control the descent as
              requested, then the system will assume an auxiliary brake fault
              and will immediately actuate the main brake in an effort to bring
              the blocks to a controlled stop.

              When traveling upwards the system assesses upward velocity and
              hook load and, when required, will switch off the drive to the
              drawworks motors and at the same time it shall apply, momentarily,
              the Elmagco brake to bring the drawworks and traveling block
              assembly to a standstill at, or just below, the upper limit of
              travel. Just before the blocks come to a stop the main brake is
              also set to prevent any subsequent, unwanted, downward motion.

              The KEMS-0006 is a complete system hardware package and is
              supplied with all materials, required to effect its installation,
              including:

                  o    Safe Area Signal Conditioning Unit
                  o    Safe Area Power Supply Unit with Battery Back Up or
                       equivalent
                  o    Intrinsically Safe Control Unit (specify stand alone or
                       console mount when ordering)
                  o    Intrinsically Safe Spear Shaft (Drillers offside) mounted
                       Height Sensor.



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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
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Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
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                  o    Intrinsically Safe Weight Sensor
                  o    Intrinsically Safe Audible Alarm
                  o    Intrinsically Safe Main Brake/Clutch Solenoid
                  o    Pneumatic Shuttle Valve
                  o    Safe Area Auxiliary/Electric Brake Interface
                  o    Safe Area Drawworks on/off throttle relay
                  o    Installation kit including,  junction boxes, cable
                       glands, hoses, fittings, mounting brackets and associated
                       fasteners.

              Automatic Driller: When installed this option provides the system
              with the ability to control hook load, hence bit weight,
              automatically. In operation the system compares the actual bit
              weight to the desired bit weight releasing the drawworks brakes to
              feed off drill line. As this happens any increase in bit weight is
              compared to the corresponding movements of the drawworks drum. In
              this way the system continuously monitors the relationship between
              drawworks rotation (amount of drilling line feed) and the
              subsequent transfer of weight from the hook to the bit. The
              frequency and duration of the brake release cycle is then
              controlled to provide optimum ROP while ensuring that bit weight
              is kept at a constant level. The auto-driller does not require to
              be tuned to match formation changes and drilling rate will
              progress at the highest possible ROP.

              Documentation:
                  o System Layout Drawing, DW/
                  o Electrical Interconnection Drawing, DW/
                  o General Arrangement Drawing(s), DW/
                  o System Operating Manual, OM/
                  o Ex Certification Data Book, CD/
                  o Calibration and Factory Test Reports, FT/


              Qty. 1 EA. WL100 KINNECOR / LANTEC Wireline Winch

              Stand mounted winch, with 5.5" dia. barrel, 16" dia. flange, 20"
              long and cable dia .092" performance based on motor torque of
              5,888 LB. IN. @ 68RPM:
              Drum holds 34,800 T of cable on 57 layers. (outfitted with 25,000
              ft, stainless steel line)

              Bare drum line pull = 2,100 LB @ 100 FPM
              Mid drum line pull = 990 LB @ 210 FPM
              Full drum line pull = 740 @ 282 FPM

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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
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Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
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                                   AIR SYSTEM

         Qty. 2 EA. HP75 Air Compressor Ingersoll-Rand Model HP75 air
              compressors

                  Type                      Oil flooded screw air compressor
                  Model                     75 HP
                  Capacity                  299CFM
                  Rated pressure            0PSI
                  Power supply              480V/60Hz/3Ph
                  Cooling method            Air cooled
                  Ambient temperature       <46(degree)C

              SCOPE OF SUPPLY:
              Air compressor mounted on air receiver, main electric motor,
              modulation system, oil cooler, after cooler, air filter, oil
              filter, water/gas separator, electrical control system, piping,
              enclosure, etc.

         Qty. 1 EA. LD-0.8/10 Cold Start Unit
              Two-stage cold start compressor unit, belt drive, guard skid with
              301 cc gasoline fuel engine.

         Qty. 2  IR61D
              Ingersoll-Rand Model IR61D air dryer.

                  o    Model                         IR61D
                  o    Capacity                      7.5 M3/min.
                  o    Max. inlet temperature        66(degree)C
                  o    Filtering capability Oil      0.5ppm
                  o    Particle size                 1(micron)


         Qty. 2 EA. VAR-53CF-PI
              53CF vertical air receiver with ring base. The 400 gallon receiver
              is ASME coded and stamped fro 165 PSIG working pressure. Finish is
              factory standard.
              36"OD x 98"L
              Air Accessory Kit consist of
                  Pressure Relief Valve
                  Pressure Gauge
                  Automatic Drain

         Qty. 1 EA.


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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
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Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
              32CF Horizontal air receiver with mounting feet. The 230 gallon
              receiver is ASME coded and stamped for 165 PSIG working pressure.
              30"OD, 84" length. With accessory kit.

              Air Accessory Kit consists of:
                  Pressure Relief Valve
                  Pressure Gauge
                  Automatic Drain

         Qty. 2 EA.
              Utility air winch. Five (5) ton capacity.


         Qty. 1 EA. 8CF
              8 c.f. horizontal air receiver, 60 gallon, ASME coded and stamped
              to accept minimum 165 PSIG working pressure.

              20" OD x 48" Length


                                   FUEL SYSTEM

         Qty. 1 LOT FT-400-BBL-CYL
              Cylindrical fuel tank, having a 400 BBL capacity, saddle mounted
              on a three runner skid with oilfield type skid ends for
              tailboarding. Tank includes one 20" OD manway, ladder rungs inside
              and out, one (1) 2" vent, one (1) 4" fill connection, and one (1)
              4" drain and one (1) sight level gauge.

              Skid extension decked with 1/4" checkered plate to accommodate
              fuel transfer pump and one fuel filter.

              Pump and filter quoted separately.

         Qty. 1 EA. K-FF1081
              National Oilwell/Halco Model FS-1081 Fuel Filter System
              This filter package is a three-stage filter type. There is a
              prefilter to remove dirt, a coalescer element to form dissolved
              water into droplets and separator element to make the water
              droplets drop out of the fuel.

              PREFILTER:
              Contains a quantity of three pleated paper filter elements each
              rated to remove solids to five (5) microns. The three elements
              will hold approximately twenty pounds of dirt before time to
              change out the elements. The purpose of the prefilter is to trap
              solids or dirt before they


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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
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Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
              can reach the coalescer.

              COALESCER:
              Contains a quantity of two coalescer elements and two separator
              elements. The purpose of the coalescer element is to separate the
              water from the fuel by forming the water into droplets so that the
              water will fall out of the fuel by gravity. The purpose of the
              separator element is to repel any droplets that do not fall out of
              the fuel. This tank has an automatic drain valve to let the
              separated water out. This is what is commonly referred to as
              two-stage separation. It is important to remember that even though
              the coalescer and separator elements will remove dirt, their
              primary function is to remove water. Rated to remove water to 5
              parts per million or 99.999995%.

              DIESEL FUEL TRANSFER PUMPS
              Two packages each having a Roper 2AM21 gear pumps with built in
              relief valve, rated at 35-39 GPM mounted on a base with a flexible
              coupling, OSHA coupling guard and a 3 HP, 1800RPM, explosion proof
              motor, 230-460Volts, 3 phase, 60 cycle.

              MOUNTING:
              These two filter tanks along with the two pump packages are
              mounted on a base, piped with valves for series flow through the
              tanks or to bypass the filters. The pumps will be manifold
              together so that product can flow through either pump while the
              other pump is operating. Pressure gauges are mounted on each of
              the tanks to measure pressure drop and know when to change
              filters. The system will also include an automatic drain for
              water, and all necessary valves, unions etc. to make it a complete
              functional unit. The system only requires a hose from the main
              fuel storage and a hose to the day tank. The total unit is painted
              with a two-part catalyst setting epoxy.


                                ELECTRICAL RIG-UP

              Electrical materials, supervision, electrical rig-up, welding, and
rig down.

              LIGHTING SYSTEM - 120Volt 60 HZ

                  1.   Mast, Racking Board, and Obstruction Lighting
                  2.   Rig Floor - Drawworks Lighting
                  3.   Pipe Rack and Area Lighting
                  4.   Substructure Lighting
                  5.   Mud Pump Lighting
                  6.   Generator Skids

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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
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Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
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                  7.   Doghouse
                  8.   Water Tank
                  9.   Brake Cooling Tank
                  10.  Hydraulic Unit Skid clamps, safety cables, and stringer,
                       and whips.
                  11.  BOP Skid
                  12.  Work Shop
                  13.  Fuel Tank Skid
                  14.  Suction Tank, 3 - AC Generators 600 Volt 60 HZ
                  15.  Agitator Tank

              All fixtures to be completed outfitted with plugs and receptacles,
              cable

              GENERATOR POWER AND CONTROL CABLES

                  1.   A/C power and control cables to connect generators to SCR
                       House
                  2.   Control cables for generators
                  3.   Glastic plate for cable entrance @ generator
                  4.   Cable Trays included

              D.C. MOTOR POWER AND CONTROL CABLES

              Mud Pumps Motors (4)
              Drawworks Motors (2)
              Rotary Table Motor (1)

                  1.   Power and Control Cables

              AC POWER AND CONTROL CABLES

                  1.   (2) Mud Tanks are included
                  2.   Cable tray's included

              PLUG AND RECEPTACLE PANELS FURNISHED BY NOI

                  1.   Plugs and receptacles furnished by Prime

                  A.   Between Mud Pump 1 and Mud Pump 2 (4 motors)
                  B.   For Mud Tanks & System
                  C.   Grasshopper
                  D.   (2) Water Tanks
                  E.   120 Volt Power BOP Closing
                  F.   Swing out Booms on Water Tank
                  G.   Mud Pump Boom



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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
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Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
--------------------------------------------------------------------------------
                  H.   Workshop & Connections
                  I.   BOP Plugs @ Doghouse
                  J.   BOP Plugs @ BOP

         RIG-UP SPECIFICATIONS

              A. Cables supplied will be Polyrad XT 125 degree C type P
              B. Electrical Rig-up will meet API standards
              C. All connections to be weatherproof
              D. Receptacles to have watertight covers
              E. Grounding of skids included
              F. Function Test & Support

         ENGINEERING

              A. As built drawings on a C.D. will be provided to NOI.


                                MECHANICAL RIG-UP

         Qty. 1 LOT MRU-T-RD-1500
               Rigup Test Rig Down

         Qty. 1 LOT EL-CBLTRY-GRHPR
               Cable Trays To Grasshopper

         Qty. 1 EA. BN-1, Bell Nipple

         Qty. 1 FL-10, 10" Flow Line

         Qty. 1 EA. Mousehole Scabbard Assembly

         Qty. 1 EA. Rathole Assembly

                             MISCELLANEOUS EQUIPMENT

         Qty. 1 EA. Drillers Dog House / Control Cabin
              The driller's cabin is designed to provide the drilling operators
              a safe and comfortable work environment. The cabin will be
              suitable for the required area classification. Considerations made
              include:

              Environment
              Considerations made include comfortable colors, low noise levels,
              and high automation level this environment will enhance the
              quality and the success of the drilling operations where critical
              split-second decisions


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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
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Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
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              are often made.

              Ergonomics
              The driller's cabin and other control panels are designed to make
              the operator able to work long shifts without stress or strain.
              The positioning of instruments and controls has been thoroughly
              evaluated with regard to frequency of use, interrelation and ease
              of operation and help reduce fatigue to the driller.

              Classification
              The driller's cabin will be rated for a Class 1 Division 2 area.
              The protection means for this housing will be accomplished by
              pressurization according to NFPA496 requirements.

              Safety
              Since most of the machinery operations are controlled from the
              driller's cabin the safety will be enhanced considerably. There
              will be two (2) escape route from the cabin. Protection bars and
              netting on the sloped windows secure operators from falling/
              moving objects. All windows are of 9/16" laminated, heat
              strengthened safety glass.

              Layout
              From the driller's cabin the operator can control most of the
              equipment used in the drilling process. Most controls used are
              included in the drillers control console and are in easy reach of
              the operators.

              The driller's cabin is located on the drill floor and is designed
              to have a clear line of sight to the operating machinery and
              people on the drill floor.

              The equipment/control panels in the driller's cabin will be placed
              in the most visual / convenient position (fire /gas, drillers talk
              back, etc.)Driller's cabin features: the cabin supply includes as
              a minimum the equipment listed below:

              Driller's cabin carbon steel enclosure with grey (RAL 7040).

              Removable protection net attached to the protection bars on sloped
              windows.

              Insulated walls, roof and floor

              Architectural items such as:  wall panels, ceiling panels,
              Floor cover, door and windows


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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
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Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
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              Wall mounted HVAC

              Junction boxes where required

              Access to equipment in ceiling/floor the driller's cabin will have
              available space for

              The drillers cabin will have available space for the Typical
              instrumentation / equipment as listed below:

                  DCC panel
                  Ex telephones
                  ESD pushbuttons
                  Talkback station
                  BOP panel
                  Choke panel
                  Fire / gas monitor / panel
              Thermostat / pressurization  monitoring system for HVAC the
              driller's cabin is connected to an independent HVAC

              The drillers cabin is connected to an independent HVAC system with
              dual blowers and two independent power feeders.

              The HVAC unit is located on the outside wall of the cabin.

              The HVAC system supplies the necessary air to pressure the cabin
              and maintain a safe working environment within the hazardous area.
              The operator has the ability to see an HVAC common alarm on the
              SDI screens if something should occur.


         Qty. 1 SET YNG-CTWLK
              One (1) section catwalk, 60" wide x 42" high x 49' long. Decked
              with 1/2" plate for approximately 10' from the pipe ramp and 3/8"
              plate for the remaining length.


         Qty. 1 EA. WS 8 X 26 X 8
              One (1) workshop. Workshop 26' long x8' wide with one personnel
              door, one dual access door and one window.

              Includes work bench, mechanics tool set and steel tool chest, and
              drill press. Air conditioning/heating not included.

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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
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Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
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         Qty. 1 EA. 812097-JB
              Junkbin 8 Ft. wide x 3 Ft. high x 28 Ft. long, mounted on a three
              runner oilfield type skid 7 ft. 10" wide X 30 ft. long. Bottom and
              ends completely plated with 1/4" plate. Sides plated 2 ft. high
              with 1/4" plate.

              Shipping dimensions:  8 ft. wide X 4 ft. high X 30 ft. long.
              Weight:  12,000 lbs.


         Qty. 1 Electrical Cable Handling System 5- Booms, 1 telescoping boom,
              drag chain.
              (3) Assembly mounts on water tank and one boom on each mud pump.


         TOTAL                                             $23,955,000.00


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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
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Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
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                          STANDARD TERMS AND CONDITIONS
NO TERMS OR CONDITIONS, OTHER THAN THOSE STATED HEREIN, AND NO AGREEMENT OR
UNDERSTANDING, ORAL OR WRITTEN, IN ANY WAY PURPORTING TO MODIFY THESE TERMS AND
CONDITIONS, WHETHER CONTAINED IN BUYER'S PURCHASE OR SHIPPING RELEASE FORMS, OR
ELSEWHERE, SHALL BE BINDING ON SELLER AND ANY SUCH ATTEMPTED MODIFICATIONS ARE
HEREBY REJECTED BY SELLER. ALL PROPOSALS, NEGOTIATIONS, AND REPRESENTATIONS, IF
ANY, MADE PRIOR, AND WITH REFERENCE HERETO, ARE MERGED HEREIN.

All quotations and sales are FOB point of shipment unless otherwise specified on
the face hereof. Seller's responsibility ceases upon delivery to carrier and
title shall transfer and risk of lost goods shall be borne by Buyer at that
point. Any Hot Shot or other premium transportation charges requested by Buyer
will be for the account of Buyer. A minimum shipping and handling charge shall
apply on any order of less than $500.00. Prices are subject to adjustment to
reflect the Seller's prices in effect at time of shipment. No claims for price
adjustments will be honored unless presented within one year from date of
invoice. All quotations are subject to change without notice and to prior sale
of goods.

THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF.
THIS WARRANTY IS GIVEN EXPRESSLY AND IN PLACE OF ALL OTHER EXPRESS OR IMPLIED
WARRANTIES AND ALL IMPLIED WARRANTIES FOR MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE ARE DISCLAIMED.

Goods manufactured by others are sold "as is" except to the extent the
manufacturer honors any applicable warranty made by the manufacturer. Secondhand
goods are sold "as is". Leased goods, new or used, are leased "as is".

In the event any goods manufactured by Seller and furnished hereunder are found
to be defective or otherwise fail to conform to the conditions of this contract,
Seller will, at its option, either: (1) replace the goods at the delivery point
specified herein, (2) repair the goods, or (3) refund the purchase price.
Buyer's remedies with respect to goods manufactured by Seller and furnished
hereunder that are found to be defective or otherwise not in conformity with the
contract shall be limited exclusively to the right to have said goods replaced,
repaired, or to a refund of the purchase price, at Seller's option. Buyer's
remedies with respect to goods manufactured by others and furnished hereunder
that are found to be defective or otherwise not in conformity with the contract
are limited to any warranties extended and honored by the manufacturer. Buyer's
remedies are limited as aforesaid regardless of whether Buyer's claim is based
on principles of contract or tort. Claims must be made promptly following
delivery of the goods to the Buyer, but within one year from date of tender of
delivery. Seller must be given a reasonable opportunity to investigate. NEITHER
SELLER NOR THE MANUFACTURER SHALL HAVE ANY LIABILITY FOR SPECIAL, INDIRECT,
CONSEQUENTIAL, INCIDENTAL, OR OTHER CLAIMS FROM ANY BREACH OF CONTRACT OR TORT
COMMITTED BY SELLER OR THE MANUFACTURER OF GOODS RESOLD BY SELLER. Buyer agrees
that it is to be solely responsible for, and will hold Seller, and the
manufacturer of any goods resold by Seller, harmless from any claims, regardless
of their basis, by Buyer or third parties that may arise from the goods after
delivery, except for replacement, repair, or refund of the purchase price, at
Seller's option, for Seller manufactured goods or as provided in any warranties
extended and honored by the manufacturer on goods manufactured by others as
provided above. Seller's total cumulative liability in any way arising from or
pertaining to any products sold or required to be sold under this contract,
shall not in any case exceed the purchase price paid by Buyer for such product.

With respect to any work performed on goods furnished by Buyer (including but
not limited to repairing, welding, machining, fabricating, heat treating, and
forging) Seller agrees to make every effort to perform fully such work in
accordance with Buyer's specifications. Seller shall be responsible for damages
to such goods caused only by Seller's negligence, in which case Buyer's remedy
shall be limited exclusively to the price of the work to be performed by Seller
on the article damaged. Claims must be made promptly following delivery of the
goods to Buyer, but within three months from the date the same is put into
operation and, in any event, not more than one year after date of tender of
delivery. Seller must be given a reasonable opportunity to investigate. Seller
shall have no liability for special, indirect, consequential, incidental or
other damages arising from any breach of contract or tort.

All federal, state, dominion, provincial or municipal taxes now or hereafter
imposed in respect to the goods sold by the Seller and/or the processing,
manufacture, delivery, transportation and/or proceeds of the goods herein
specified shall be for the account of the Buyer and if taxes are required to be
paid by the Seller, the amount thereof shall be added to and become part of the
price payable by the Buyer.

Payment shall be made at par in legal tender of the United States of America.
Buyer shall make such arrangements for terms of payment as Seller's treasurer
shall from time to time require. All orders are subject to the continued review
of the Seller and if, in its opinion, the financial position of the Buyer has so
changed prior to delivery as to render the Seller insecure, the Seller may
suspend production and/or refuse to make delivery pending satisfactory
modification of the terms of payment. If in the event it becomes necessary to
place the account in the hands of an attorney for collection, Buyer agrees to
pay reasonable attorney's fees incurred by the Seller. Buyer shall pay interest
of 18% per annum for all accounts after the due date; provided, however in no
event shall Buyer be required to pay any amount beyond the maximum allowed by
law.

In the event of any delay in Seller's performance due to fire, explosion,
strike, shortage of utility, facility, material or labor, delay in
transportation, breakdown or accident, compliance with any other action taken to
carry out the intent or purpose of any law or regulation, or other causes beyond
Seller's control, Seller shall not be liable for any direct or indirect damage
or loss due to any such causes. Seller uses reasonable efforts to ship within
the time specified, but does not guarantee to do so and shall not be liable for
any damage caused by delay in delivery, irrespective of the cause of delay.

Any clause required to be included in a contract of this type by any applicable
law or administrative regulation having the effect of law shall be deemed to be
incorporated herein. It is hereby certified that the goods manufactured by
Seller are produced in accordance with the Fair Labor Standards Act.

No material may be returned to the Seller nor may orders be canceled or
specifications changed without first obtaining written permission of the Seller.

                ADDITIONAL CONDITIONS APPLICABLE TO EXPORT SALES
                ------------------------------------------------

Seller will not provide any certification or other documentation nor agree to
any contract provision or otherwise act in any manner which may cause Seller to
be in violation of United States law, including but not limited to the Export
Administration Act of 1979 and regulations issued pursuant thereto. This
contract shall be construed in accordance with United States law.

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[NATIONAL OILWELL VARCO LOGO]                                 Proposal
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Customer Name: UNION DRILLING                Quote No: NOI-10977-DWK Rev. 01
Project Name:                                Date: 10/20/05
Cust Ref No:
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All orders shall be conditional upon granting of Export Licenses or Import
Permits which may be required. Buyer shall obtain at its own risk any required
Export License and Import Permits and Buyer shall remain liable to accept and
pay for material if licenses are not granted or are revoked. Unless otherwise
specified on the face hereof, all international sales shall be ex-works, our
plant, in accordance with Incoterms 1990 edition, as modified by these terms and
conditions

                                  Page 58 of 58