<PAGE>   1
                           ASSET PURCHASE AGREEMENT



                                     among



                           DAILEY INTERNATIONAL INC.



                     DIRECTIONAL WIRELINE SERVICES, INC.,
                           DAMCO SERVICES, INC. AND
                           DAMCO TONG SERVICES, INC.


                                      and


                              THE SHAREHOLDERS OF
                     DIRECTIONAL WIRELINE SERVICES, INC.,
                           DAMCO SERVICES, INC. AND
                           DAMCO TONG SERVICES, INC.



                   DATED EFFECTIVE AS OF: November 30, 1997





0570127 (Damco Purchase Agreement: Execution Copy)

<PAGE>   2



                               TABLE OF CONTENTS


                                                                            Page
                                    ARTICLE I


            1.1   Definitions..............................................  1
            1.2   Agreement to Purchase and Sell...........................  8
            1.3   Purchase Price........................................... 12
            1.4   Assumption of Liabilities................................ 13
            1.5   Instruments of Transfer; Further Assurances.............. 15
            1.6   Value Assigned to the Assets............................. 15
            1.7   Closing.................................................. 15
            1.8   Closing Balance Sheet.................................... 17

                                  ARTICLE II

                 REPRESENTATIONS AND WARRANTIES OF THE SELLERS


            2.1   Organization and Good Standing........................... 19
            2.2   Capitalization of Subsidiary............................. 20
            2.3   Authority; No Conflict................................... 21
            2.4   Financial Statements..................................... 22
            2.5   Inventory................................................ 23
            2.6   Receivables.............................................. 23
            2.7   Tangible Property........................................ 23
            2.8   Books and Records........................................ 24
            2.9   Real Property............................................ 24
            2.10  Company Products and Inventory........................... 25
            2.11  Taxes.................................................... 25
            2.12  Employee Benefits........................................ 28
            2.13  Compliance with Certain Legal Requirements; Governmental
                  Authorizations........................................... 32
            2.14  Litigation............................................... 32
            2.15  Absence of Certain Changes or Effects.................... 33
            2.16  Contracts; Leases; Absence of Certain Practices.......... 33
            2.17  Insurance................................................ 36
            2.18  Environmental Matters.................................... 37
            2.19  Brokers or Finders....................................... 38
            2.20  Labor Matters............................................ 39
            2.21  Intellectual Property.................................... 39
            2.22  Effect of Transaction.................................... 40
            2.23  No Material Omissions.................................... 40
            2.24  Suppliers................................................ 40




                                     i

<PAGE>   3


                                                                        Page No.

            2.25  Customers................................................ 40
            2.26  Performance Bonds; Letters of Credit..................... 40
            2.27  Solvency................................................. 40
            2.28  Authority................................................ 41
            2.29  No Conflict With Laws.................................... 41
            2.30  No Brokers............................................... 41
            2.31  Foreign Person........................................... 42
            2.32  No Assets................................................ 42

                                  ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF BUYER

            3.1   Organization and Good Standing........................... 42
            3.2   Authority; No Conflict................................... 42
            3.3   Certain Proceedings...................................... 43
            3.4   Brokers or Finders....................................... 43
            3.5   Financial Capacity....................................... 43

                                  ARTICLE IV

                           COVENANTS OF THE SELLERS


            4.1   Access................................................... 43
            4.2   Operation of the Business................................ 43
            4.3   Conduct of Business of the Companies..................... 44
            4.4   Third Party Consents; FTC Notification................... 46
            4.5   Best Efforts............................................. 46
            4.6   Change of Companies' Name................................ 46
            4.7   Vacate Real Property..................................... 47
            4.8   Title Policy and Surveys................................. 47
            4.9   No Negotiation........................................... 47
            4.10  Phase I Environmental Studies............................ 48

                                   ARTICLE V

                                OTHER COVENANTS

            5.1   Further Actions.......................................... 48
            5.2   Transfer Taxes........................................... 49
            5.3   Public Announcements..................................... 50
            5.4   Non-competition.......................................... 50
            5.5   Purchase Price Allocation................................ 52




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<PAGE>   4


                                                                        Page No.

            5.6   Limitation on Assignments................................ 52
            5.7   Stockholder Approval; Voting; Restriction on Disposition. 53

                                  ARTICLE VI

                            CONDITIONS PRECEDENT TO
                         OBLIGATIONS OF BUYER TO CLOSE

            6.1   Accuracy of Representations.............................. 54
            6.2   Performance.............................................. 54
            6.3   No Proceedings........................................... 54
            6.4   No Prohibition........................................... 54
            6.5   No Material Adverse Change............................... 55
            6.6   Employment Agreements.................................... 55
            6.7   Closing Documents........................................ 55
            6.8   Non-Foreign Person Affidavit............................. 55
            6.9   FTC Notification......................................... 55
            6.10  Other Agreements......................................... 55
            6.11  Consent Required Contracts............................... 55
            6.12  Title Policy............................................. 55
            6.13  Environmental Review Report.............................. 55
            6.14  Audited Financial Statements............................. 56

                                  ARTICLE VII

                          CONDITIONS PRECEDENT TO THE
                         SELLERS' OBLIGATION TO CLOSE

            7.1   Accuracy of representations.............................. 56
            7.2   Performance.............................................. 56
            7.3   No Prohibition........................................... 56
            7.4   Closing Documents........................................ 56
            7.5   Other Agreements......................................... 56
            7.6   FTC Notification......................................... 57
            7.7   Purchase Price........................................... 57
            7.8   No Proceedings........................................... 57

                                 ARTICLE VIII

                                  TERMINATION

            8.1   Termination Events....................................... 57
            8.2   Effect of Termination.................................... 58





                                     iii

<PAGE>   5



                                  ARTICLE IX

                           INDEMNIFICATION; REMEDIES

            9.1   Survival................................................. 58
            9.2   Indemnification and Reimbursement by the Sellers......... 59
            9.3   Indemnification and Reimbursement by Buyer............... 60
            9.4   ......................................................... 61
            9.5   Procedure for Indemnification; Deferred Consideration 
                  Set-Off.................................................. 61
            9.6   Escrow................................................... 63
            9.7   Appointment of Representatives........................... 63

                                   ARTICLE X

                              GENERAL PROVISIONS

            10.1  Expenses................................................. 64
            10.2  Notices.................................................. 64
            10.3  Jurisdiction; Service of Process......................... 65
            10.4  Further Assurances....................................... 65
            10.5  Waiver................................................... 65
            10.6  Entire Agreement and Modification........................ 65
            10.7  Assignments, Successors, and No Third Party Rights....... 66
            10.8  Severability............................................. 66
            10.9  Section Headings; Construction........................... 66
            10.10 Governing Law............................................ 66
            10.11 Counterparts............................................. 66
            10.12 Construction............................................. 66





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<PAGE>   6



                                   EXHIBITS


Exhibit A   --     Form of Escrow Agreement

Exhibit B   --     Intentionally Omitted

Exhibit C   --     Intentionally Omitted

Exhibit D   --     Intentionally Omitted

Exhibit E   --     Form of Employment Agreement

Exhibit F   --     Form of Opinion of Louisiana Counsel







                                     v

<PAGE>   7



                                   SCHEDULES


Schedule 1.2(b)(i)               --     Owned Property

Schedule 1.2(b)(ii)              --     Fixtures and Improvements

Schedule 1.2(b)(iii)             --     Realty Rights

Schedule 1.2(b)(iv)              --     Vehicles

Schedule 1.2(b)(v)               --     Equipment

Schedule 1.2(b)(vi)              --     Permits

Schedule 1.2(b)(vii)             --     Intangible Assets

Schedule 1.2(b)(ix)              --     Scheduled Contracts

Schedule 1.2(c)                  --     Excluded Assets

Schedule 1.2(d)                  --     Scheduled Leases

Schedule 2.1(a)                 --      Jurisdictions where Qualified to do
                                        Business

Schedule 2.1(b)                  --     Partnership, Joint Venture and
                                        Acquisition Agreements

Schedule 2.2(a)                  --     Capitalization of Subsidiary

Schedule 2.3(b)                  --     Conflicts, Breaches, Defaults, etc.

Schedule 2.4(a)                  --     Financial Statements

Schedule 2.4(b)                  --     Non-GAAP Financial Items

Schedule 2.5                     --     Title to Inventory

Schedule 2.7                     --     Tangible Property

Schedule 2.10                    --     Company Products

Schedule 2.11(a)                --      Taxes and Tax Returns Not Timely Paid
                                        or Filed

Schedule 2.11(d)                 --     Other Tax Matters




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<PAGE>   8




Schedule 2.11(e)                --      Jurisdictions Where Tax Returns are
                                        Filed

Schedule 2.12(a)                 --     Employee Benefits

Schedule 2.12(f)                 --     Post-Employment Obligations

Schedule 2.12(g)                 --     Effect of Transaction

Schedule 2.13(a)                --      Exceptions to Compliance with Legal
                                        Requirements

Schedule 2.13(b)                 --     Permits Requiring Consents

Schedule 2.14                    --     Litigation

Schedule 2.15                   --      Changes or Effects since December 31,
                                        1996

Schedule 2.16(a)                 --     Validity of Scheduled Contracts

Schedule 2.16(c)                 --     Closing Date Retired Debt

Schedule 2.17                    --     Insurance

Schedule 2.18                    --     Environmental Matters

Schedule 2.20                    --     Labor Matters

Schedule 2.21(a)                 --     Interference with Intellectual Property

Schedule 2.22                    --     Effect of Transaction

Schedule 2.24                    --     Supplier Matters

Schedule 2.25                    --     Customer Matters

Schedule 3.2                     --     Buyer's Authority, No Conflict

Schedule 5.6                     --     Consent Required Contracts

Schedule 6.6                    --      Persons Delivering Employment and Non-
                                        Competition Agreements

Schedule 10.2                    --     Addresses for Stockholder Notices




                                     vii

<PAGE>   9



      ASSET PURCHASE AGREEMENT, dated effective as of November 30, 1997 (this
"Agreement"), by and among DAILEY INTERNATIONAL INC., a Delaware corporation
(the "Buyer"), Directional Wireline Services, Inc., a Louisiana corporation
("DWS"), DAMCO Services, Inc., a Louisiana corporation ("DSI"), and DAMCO Tong
Services, Inc., a Louisiana corporation ("DTSI" and together with DWS and DSI,
the "Companies" and each a "Company") and the shareholders of the Companies
signatory hereto (the "Stockholders", and together with the Companies, the
"Sellers").


                              W I T N E S S E T H


      WHEREAS, the Companies desire to sell to Buyer their respective businesses
as a going concern and along therewith the assets of the Companies that are used
or useful in connection therewith (collectively, the "Business"), and Buyer
desires to purchase the Business, upon the terms and conditions hereinafter set
forth; and

      WHEREAS, in connection with the transactions contemplated hereby (the
"Contemplated Transactions"), Buyer desires to protect the goodwill of the
Business to be purchased pursuant hereto by requiring each of the Sellers to
enter into the non-competition provisions hereof that are ancillary to this
Agreement;

      NOW, THEREFORE, in consideration of the premises, representations and
warranties and the mutual covenants and agreements contained herein and other
good, valuable and sufficient consideration, the receipt and sufficiency of
which are hereby acknowledged, each of the parties hereto, intending to be
legally bound, hereby agrees as follows:


                                   ARTICLE I

      1.1 Definitions. Unless otherwise stated in this Agreement, the following
terms shall have the following meanings (the following definitions to be equally
applicable to both the singular and plural forms of any of the terms herein
defined):

      "Accounts" shall have the meaning set forth in Section 1.2(b)(xi).

      "Additional WC Amount" shall have the meaning set forth in Section 1.8(d).

      "Affiliate": Any Person that, directly or indirectly, controls, or is
controlled by or under common control with, another Person. For the purposes of
this definition, "control" (including the terms "controlled by" and "under
common control with", as used with respect to any Person, means the power to
direct or cause the direction of the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities or by
contract or otherwise.




<PAGE>   10




      "Arbitration Act" shall have the meaning set forth in Section 9.5(b).

      "Asset" shall have the meaning set forth in Section 1.2.

      "Assumed Obligations":  The duties, obligations, debts and liabilities of
the Companies assumed by Buyer under Section 1.4.

      "Assumption Agreement" shall have the meaning set forth in Section 1.5.

      "Balance Sheet" shall have the meaning set forth in Section 2.4(a).

      "Benefit Plan": Each plan, program, policy, payroll practice, contract,
agreement or other arrangement providing for compensation, severance,
termination pay, performance awards, stock or stock-related awards, fringe
benefits or other employee benefits of any kind, whether formal or informal,
funded or unfunded, written or oral and whether or not legally binding,
including, without limitation, each "employee benefit plan," within the meaning
of Section 3(3) of ERISA and each "multi-employer plan" within the meaning of
Sections 3(37) or 4001 (a)(3) of ERISA.

      "Borrowing" shall have the meaning set forth in Section 5.1(c).

      "Buyer Indemnitee" shall have the meaning set forth in Section 9.2(a).

      "Cash Consideration" shall have the meaning set forth in Section 1.3.

      "CERCLA":  The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, 42 U.S.C. ss. 9601, et seq.

      "Claim" shall have the meaning set forth in Section 9.5(b).

      "Closing" shall have the meaning set forth in Section 1.7(a)

      "Closing Balance Sheet" shall have the meaning set forth in Section 
1.8(a).

      "Closing Date" shall have the meaning set forth in Section 1.7(a).

      "Closing Date Retired Debt" shall have the meaning set forth in Section
5.1(c).

      "Code":  The Internal Revenue Code of 1986, as amended, and any 
regulations promulgated or proposed thereunder.

      "Company Auditors" shall have the meaning set forth in Section 5.1(d).

      "Company Benefit Plan":  Each Benefit Plan (other than an Employee 
Agreement which is now or previously has been sponsored, maintained contributed
to, or required to be contributed to, or with respect to which any withdrawal 
liability (within the meaning of Section 4201 of ERISA) has been incurred, by 
the Companies, the




                                     2

<PAGE>   11



Subsidiary or any ERISA Affiliates for the benefit of any Employee (as defined
below), and pursuant to which the Companies, the Subsidiary or any ERISA
Affiliates have or may have any liability, contingent or otherwise.

      "Company Product" shall have the meaning set forth in Section 2.10.

      "Company Property" shall have the meaning set forth in Section 2.9.

      "Consent Required Contract" shall have the meaning set forth in Section 
5.6.

      "Contemplated Transactions" has the meaning set forth in the preamble to 
this Agreement.

      "Contract" shall have the meaning set forth in Section 2.16(a).

      "Customer Data":  All of the Companies' and the Subsidiary's customer 
lists, sales records and other customer data (including credit data) relating 
to the Business.

      "Damages" shall have the meaning set forth in Section 9.2(c).

      "Debt Reduction Amount" shall have the meaning set forth in Section 
1.8(d).

      "Deeds":  The special warranty deeds, in form and substance satisfactory 
to Buyer, by which the Companies shall transfer title to the Owned Properties 
to Buyer.

      "Department":  The U.S. Department of Labor.

      "EBITDA":  shall mean earnings before interest, taxes, depreciation and
amortization, excluding all revenues and other income relating to transactions 
between any Company and any Affiliate of the Companies.

      "Employee":  Each current, former, or retired employee, officer, 
consultant, independent contractor, agent or director of the Companies or the 
Subsidiary.

      "Employee Agreement": Each management, employment, severance, consulting,
non-compete, confidentiality, or similar agreement or contract between the
Companies or the Subsidiary and any Employee pursuant to which the Companies or
the Subsidiary has or may have any liability, contingent or otherwise.

      "Environmental Conditions": Any (a) course of conduct or operating
practice that existed or commenced prior to the Closing Date with respect to
matters governed by or regulated under Environmental Laws and (b) pollution,
contamination, damage or injury caused by, related to, or arising from or in
connection with the generation, use, handling, treatment, storage, disposal,
discharge, emission or release of Hazardous Substances prior to the Closing
Date.



                                     3

<PAGE>   12



      "Environmental Laws":  All federal, state, local or municipal laws, rules,
regulations, statutes, ordinances or orders, and any judicial interpretations
thereof, relating to (a) the prevention or control of pollution or protection of
the environment, (b) solid, gaseous or liquid waste generation, handling,
treatment, storage, disposal, discharge, release, emission or transportation or
(c) exposure to Hazardous Substances. "Environmental Laws" shall include, but
not be limited to, the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. ss.ss. 9601 et seq. ("CERCLA"), the Emergency Planning
and Community Right-to-Know Act of 1986, 42 U.S.C. ss.ss. 11001 et seq., the
Resource Conservation and Recovery Act, 42 U.S.C. ss.ss. 6901 et seq., the Toxic
Substances Control Act, 15 U.S.C. ss.ss. 2601 et seq., the Federal Insecticide,
Fungicide, and Rodenticide Act, 7 U.S.C. ss.ss. 136 et seq., the Clean Air Act,
42 U.S.C. ss.ss. 7401 et seq., the Clean Water Act (Federal Water Pollution
Control Act), 33 U.S.C. ss.ss. 1251 et seq., the Safe Drinking Water Act, 42
U.S.C. ss.ss. 300f et seq., the Occupational Safety and Health Act 29 U.S.C.
ss.ss. 641, et seq., and the Hazardous Materials Transportation Act, 49 U.S.C.
ss.ss. 1801, et seq.

      "Environmental Liabilities": Any and all Damages (including any remedial,
removal, response, abatement, clean-up, investigative and/or monitoring costs
and associated legal costs) incurred or imposed (a) pursuant to any agreement,
order, notice of responsibility, directive (including directives embodied in
Environmental Laws), injunctions, judgments or similar documents (including
settlements) arising out of, in connection with, or under Environmental Laws,
(b) pursuant to any claim by a Governmental Body or any other person for
personal injury, property damage, damage to natural resources, remediation, or
payment or reimbursement of response costs incurred or expended by such
Governmental Body or other person pursuant to common law or statute and related
to the use or release of Hazardous Substances, or (c) as a result of
Environmental Conditions.

      "Environmental Permits":  Any permit, license, approval, registration,
identification number or other authorization required by any applicable
Environmental Law.

      "Equipment" shall have the meaning set forth in Section 1.2(b)(v).

      "ERISA":  The Employee Retirement Income Security Act of 1974, as amended,
and any regulations promulgated or proposed thereunder.

      "ERISA Affiliate": Each business or entity which is a member of a
"controlled group of corporations," under "common control" or an "affiliated
service group" with the Companies within the meaning of Sections 414(b), (c) or
(m) of the Code, or required to be aggregated with the Companies under Section
414(o) of the Code, or is under "common control" with the Companies (within the
meaning of Section 4001(a)(14) of ERISA.

      "Escrow Agent":  U.S. Trust Companies of Texas, N.A., or such other party
mutually acceptable to the Buyer and the Sellers, acting as escrow agent under 
the Escrow Agreement.




                                     4

<PAGE>   13




      "Escrow Agreement": The Escrow Agreement in substantially the form
attached hereto as Exhibit A to be entered into on the Closing Date among Buyer,
Companies, the Representatives and the Escrow Agent, with such changes thereto
as may be reasonably requested by the Escrow Agent and agreed to by Buyer and
the Sellers.

      "Escrow Amount" shall have the meaning set forth in Section 1.3.

      "Excess Capital Expenditures" means the dollar amount of those capital
items specifically approved by Buyer in writing and purchased by the Companies
during the period beginning September 1, 1997 and ending on the Closing Date.

      "Excess Debt Amount" shall have the meaning set forth in Section 1.8(d).

      "Excluded Assets" shall have the meaning set forth in Section 1.2(c).

      "Final Closing Balance Sheet" shall have the meaning set forth in Section
1.8(c).

      "Financial Statements" shall have the meaning set forth in Section 2.4(a).

      "Fixtures and Improvements" shall have the meaning set forth in
Section 1.2(b)(ii).

      "FTC" shall have the meaning set forth in Section 4.4.

      "GAAP" shall have the meaning set forth in Section 1.8(a).

      "General Conveyance, Transfer and Assignment" shall have the meaning set
forth in Section 1.5.

      "Goodwill" shall have the meaning set forth in Section 1.2(b)(viii).

      "Governmental Body" shall have the meaning set forth in Section 
2.3(b)(ii).

      "Hazardous Substances": Any (a) petroleum or petroleum products, (b)
substance included within the definition of "hazardous substances" under ss.
101(14) of CERCLA and (c) any other chemical, substance or waste that is
regulated by, or may form the basis of liability under, any Environmental Laws.

      "Income Taxes" shall have the meaning set forth in Section 2.11(d)(v).

      "Indemnified Party" shall have the meaning set forth in Section 9.5(a).

      "Indemnifying Party" shall have the meaning set forth in Section 9.5(a).

      "Intangible Assets" shall have the meaning set forth in Section 
1.2(b)(vii).





                                     5

<PAGE>   14



      "Intellectual Property": All patents (including all reissues, divisions,
continuations, and extensions thereof), patent applications, trademarks,
servicemarks, trade names, all other names, logos and slogans embodying
business, product or service goodwill and all computer software (including data
and related documentation).

      "Inventories" shall have the meaning set forth in Section 1.2(b)(x).

      "IRS":  The Internal Revenue Service.

      "Joint Firm" shall have the meaning set forth in Section 1.8(b).

      "Justice Department" shall have the meaning set forth in Section 4.4.

      "Known or "Knowledge": Whenever a statement regarding the existence or
absence of facts in this Agreement is qualified by a phrase such as "to such
Person's knowledge" or "known to such Person," it is intended by the parties
that the only information to be attributed to such Person is information
actually or constructively known to (a) the Person in the case of an individual
or (b) in the case of a corporation or other entity an officer or employee as a
result of his employment by such corporation or other entity. A Person has
"constructive knowledge" of those matters which the individual involved could
reasonably be expected to have as a result of undertaking an investigation of
such a scope and extent as a reasonably prudent man would undertake concerning
the particular subject matter.

      "Leased Property and Leased Properties" shall have the meaning set forth
in Section 2.9.

      "Legal Requirement" shall have the meaning set forth in Section 
2.3(b)(ii).

      "Lien": All mortgages, deeds of trust, liens, security interests, pledges,
leases, conditional sale contracts, claims, rights of first refusal, options,
charges, liabilities, obligations, agreements, privileges, liberties, easements,
rights-of-way, limitations, reservations, restrictions and other encumbrances of
any kind.

      "Material Adverse Change" shall have the meaning set forth in Section 
2.15.

      "Material Adverse Effect": Any (a) change, development or effect
(individually or in the aggregate) in the general affairs, management, business,
results of operations, condition (financial or otherwise), assets, liabilities
or prospects (whether or not the result thereof would be covered by insurance)
that would be material and adverse to the Business, after giving effect to the
Contemplated Transactions, or (b) fact or development that would (individually
or in the aggregate), after giving effect to the Contemplated Transactions,
impair any Seller's ability or obligations to perform on a timely basis any
material obligations it has under this Agreement.

      "Multiemployer Plan":  Each Company Benefit Plan which is a 
"multi-employer plan" within the meaning of Sections 3(37) or 4001(a)(3) 
of ERISA.




                                     6

<PAGE>   15




      "Names" shall have the meaning set forth in Section 1.2(b)(xvii).

      "Operative Documents":  This Agreement and all other agreements, 
instruments, documents, and certificates executed and delivered by or on 
behalf of Sellers or Buyer at or before the Closing pursuant to this Agreement.

      "Order" shall have the meaning set forth in Section 2.3(b)(ii).

      "Owned Property and Owned Properties" shall have the meaning set forth in
Section 2.9.

      "Patent Assignment" shall have the meaning set forth in Section 1.5.

      "PBGC":  The Pension Benefit Guaranty Corporation.

      "Pension Plan":  Each Company Benefit Plan (other than a Multiemployer 
Plan) which is an "employee pension benefit plan" within the meaning of 
Section 3(2) of ERISA.

      "Permit": All permits, authorizations, certificates, approvals,
registrations, variances, exemptions, rights-of-way, franchises, privileges,
immunities, consents, waivers, grants, ordinances, licenses and other rights of
every kind and character (a) under any (1) Legal Requirement, (2) Order or (3)
contract with any Governmental Body or (b) granted by any Governmental Body.

      "Permitted Liens" shall have the meaning set forth in Section 2.7(a).

      "Person":  An individual, partnership, joint venture, corporation, bank, 
trust, unincorporated organization or a Governmental Body.

      "Phase I Surveys" shall have the meaning set forth in Section 4.10.

      "Purchase Price" shall have the meaning set forth in Section 1.3.

      "Real Property":  The Owned Property and the Fixtures and Improvements and
Realty Rights pertaining thereto.

      "Realty Rights" shall have the meaning set forth in Section 1.2(b)(iii).

      "Records" shall have the meaning set forth in Section 1.2(b)(xii).

      "Representatives" shall have the meaning set forth in Section 9.7.

      "Scheduled Contracts" shall have the meaning set forth in Section 
1.2(b)(ix).

      "Scheduled Leases" shall have the meaning set forth in Section 1.2(d).





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<PAGE>   16



      "Straddle Period" shall have the meaning set forth in Section 9.2(a)(iii).

      "Subsidiary" shall mean DWS Nigeria Ltd., a Nigerian corporation.

      "Supplier Data":  All of Sellers' supplier lists and other supplier data 
relating to the purchase of raw materials, utilities and other supplies used 
in connection with the Business.

      "Tangible Assets" shall have the meaning set forth in Section 2.7(a).

      "Taxes" shall have the meaning set forth in Section 2.11(a)(ii)

      "Tax Returns" shall have the meaning set forth in Section 2.11(a)(i).

      "Third Party Claim" shall have the meaning set forth in Section 9.5(b).

      "Trade Secrets" shall have the meaning set forth in Section 2.21(b).

      "Vehicles" shall have the meaning set forth in Section 1.2(b)(iv).

      "WC Benchmark Amount" shall have the meaning set forth in Section 1.8(d).

      "WC Deficiency Amount" shall have the meaning set forth in Section 1.8(d).

      "Welfare Plan":  each Company Benefit Plan which is an "employee welfare
benefit plan" within the meaning of Section 3(1) of ERISA.

      "Working Capital" " shall have the meaning set forth in Section 1.8(d).


      1.2   Agreement to Purchase and Sell.

            (a) On and subject to the terms and conditions of this Agreement,
each of the Companies will, and the Stockholders will cause each of the
Companies to, sell, convey, transfer, assign and deliver to Buyer, and Buyer
will purchase from the Companies, the assets, rights, franchises and properties
described in Section 1.2(b) (all such assets, rights, franchises and properties
being herein collectively referred to as the "Assets" and individually referred
to as an "Asset") free and clear of all Liens other than Permitted Liens;
provided however, that the Assets shall not include the Excluded Assets.

            (b) Subject to Section 1.2(c), the Assets shall consist of all
assets of each of the Companies on the Closing Date described in the following
clauses (i) through (xix):





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<PAGE>   17



                  (i) Owned Property. The parcels of Owned Property relating to
      the Business or the other Assets, without limitation including those
      described in Schedule 1.2(b)(i).

                  (ii) Fixtures and Improvements. All estates, rights, titles
      and interests in and to all plants, factories, warehouses, storage
      facilities, laboratories, buildings, works, structures, fixtures,
      landings, construction in progress, improvements, betterments,
      installations and additions constructed, erected or located on or attached
      or affixed to the Owned Property, including, without limitation, those on
      Schedule 1.2(b)(ii) (the "Fixtures and Improvements").

                  (iii) Realty Rights. All estates, rights, titles and interests
      in and to all tenements, hereditaments, easements, rights-of-way, rights,
      licenses, patents, rights of ingress and egress, reversionary interests,
      privileges and appurtenances belonging, pertaining or relating to the
      Owned Property, including, without limitation, the easements,
      rights-of-way and other interests described in Schedule 1.2(b)(iii), any
      and all rights to the present or future use of wastewater, wastewater
      capacity, drainage, water or other utility facilities relating to the
      Owned Property, including without limitation, all reservations of or
      commitments or letters covering any such use in the future, whether now
      owned or hereafter acquired, and the entire right, title and interest of
      each of the Companies, if any, in, to and under all streets, ways, alleys,
      passages, strips, gores, pipes, pipelines, sewers, sewer rights, ditches,
      waters, water courses, water rights and powers, air rights, railroad
      sidings, minerals, mineral rights and mineral interests adjoining, upon,
      above, in, under or pertaining to the Owned Property, all options and
      rights to purchase or otherwise acquire real property that is adjacent to
      or nearby the Owned Property, and all claims or demands whatsoever of each
      of the Companies, either in law or in equity, with respect to the Owned
      Property, including, without limitation, any unpaid awards to be made
      relating thereto, including any unpaid awards or damages payable by reason
      of damage thereto or by reason of a widening of any adjoining streets or
      roads or a changing of the grade with respect to same (the "Realty
      Rights").

                  (iv) Vehicles. All the trucks, trailers and other certificated
      vehicles relating to the Business, including without limitation those
      described in Schedule 1.2(b)(iv) (the "Vehicles").

                  (v) Equipment. Each of the Companies' furniture, equipment,
      machinery, apparatus, tools, dies, appliances, vehicles, implements, spare
      parts, supplies and all other tangible personal property of every kind and
      description (other than the Vehicles and the Inventories) located either
      on the Owned Property or elsewhere insofar as any of the foregoing relates
      to the Business (the "Equipment"). The




                                     9

<PAGE>   18



      Equipment includes, without limitation, all of the items listed in
      Schedule 1.2(b)(v).

                  (vi) Permits. All right, title and interest of each of the
      Companies in, to and under all Permits relating to the Business or all or
      any of the Assets, including, without limitation, those listed in Schedule
      1.2(b)(vi).

                  (vii) Intangible Assets. All right, title and interest of each
      of the Companies in, to and under all patents, trademarks, technology,
      know-how, data, copyrights, tradenames, servicemarks, licenses, covenants
      by others not to compete, rights and privileges and all other Intellectual
      Property used in the conduct of the Business and the right to recover for
      infringement thereon and all goodwill associated with the Business in
      connection with which the marks are used (the "Intangible Assets"). The
      Intangible Assets include, without limitation, all of the items listed in
      Schedule 1.2(b)(vii).

                  (viii) Goodwill. The goodwill and going concern value of the
      Business (the "Goodwill").

                  (ix) Scheduled Contracts. All right, title and interest of
      each of the Companies in, to and under the Contracts, agreements,
      arrangements and commitments, written or oral, including, without
      limitation, those described in Schedule 1.2(b)(ix) (the "Scheduled
      Contracts") and all rights (including rights of refund and offset),
      privileges, deposits, claims, causes of action and options relating or
      pertaining to the Scheduled Contracts or any thereof.

                  (x) Inventories. Each of the Companies' inventories located
      either at the Company Property or elsewhere insofar as any of the
      foregoing relates to the Business, including, without limitation, finished
      goods, work-in-progress, raw materials, supply inventories, and other
      inventories (the "Inventories").

                  (xi) Accounts. All accounts receivable of each of the
      Companies and all other rights of each of the Companies to payment for
      goods sold or leased or for services rendered, including without
      limitation those which are not evidenced by instruments or chattel paper,
      whether or not they have been earned by performance or have been
      written-off or reserved against as a bad debt or doubtful account in the
      Financial Statements; together with all instruments and all documents of
      title representing any of the foregoing, all rights in any merchandise or
      goods which any of the same represent, and all rights, title, security and
      guaranties in favor of each of the Companies with respect to any of the
      foregoing, including, without limitation, any right of stoppage in transit
      (the "Accounts").



                                     10

<PAGE>   19




                  (xii) Books and Records. Each of the Companies' books,
      records, papers and instruments of whatever nature and wherever located
      that relate to the Business or the Assets or which are required or
      necessary in order for Buyer to conduct the Business from and after the
      Closing Date in the manner in which it is presently being conducted,
      including, without limitation, blueprints, specifications, plats, maps,
      surveys, building and machinery diagrams, accounting and financial
      records, maintenance and production records, personnel and labor relations
      records, environmental records and reports, sales and property Tax records
      and returns, sales records, the Customer Data and the Supplier Data, but
      excluding income Tax records and returns and corporate minute book and
      stock records (the "Records").

                  (xiii) Prepaid Expenses and Current Assets. All right, title
      and interest of each of the Companies in and to all prepaid rentals, other
      prepaid expenses, bonds, deposits and financial assurance requirements,
      and other current assets relating to any of the Assets or the Business,
      including, without limitation, all prepaid expenses of the nature
      described in the Final Closing Balance Sheet.

                  (xiv) Insurance Claims All insurance claims of any of the
      Companies relating to all or any part of the Assets and, to the extent
      transferable, the benefit of and the right to enforce the covenants and
      warranties, if any, that each of the Companies is entitled to enforce with
      respect to the Assets against its predecessors in title to the Assets.

                  (xv) Computers. All right, title and interest of each of the
      Companies in computer equipment and hardware, including, without
      limitation, all central processing units, terminals, disk drives, tape
      drives, electronic memory units, printers, keyboards, screens, peripherals
      (and other input/output devices), modems and other communication
      controllers, and any and all parts and appurtenances thereto, together
      with all intellectual property used by each of the Companies in the
      operation of such computer equipment and hardware, including without
      limitation, all software, each of the Companies' rights under any licenses
      related to such use, at any time, of such computer equipment, hardware or
      software, and all leases pursuant to which each of the Companies leases
      any computer equipment, hardware or software, in all cases insofar and
      only insofar as any of the foregoing relates to the Business.

                  (xvi) Stock. All of the outstanding capital stock of the
      Subsidiary.

                  (xvii) Names. The name "Directional Wireline Services Inc.",
      "DAMCO Services, Inc." and "DAMCO Tong Services, Inc." (the "Names").





                                     11

<PAGE>   20



                  (xviii) Other Intangibles. All right, title and interest of
      each of the Companies in, to and under all rights, privileges, claims,
      causes of action, and options relating or pertaining to the Business or
      the foregoing Assets.

                  (xix) Other Property. All other or additional privileges,
      rights, interests, properties and assets of each of the Companies of every
      kind and description and wherever located that are used or intended for
      use in connection with, or that are necessary to the continued conduct of,
      the Business as presently being conducted.

            (c) The Assets shall not include any of the following (collectively,
the "Excluded Assets"):

                  (i) Cash and Bank Accounts. The bank accounts of each of the
      Companies (including all cash on deposit in such accounts and uncleared
      deposits in such accounts), the petty cash of each of the Companies, all
      temporary cash investments and instruments representing same (including
      without limitation marketable securities), and all other cash and cash
      equivalents of each of the Companies.

                  (ii) Scheduled Excluded Assets. Those assets set forth on
      Schedule 1.2(c).

                  (iii) Receivables from Affiliates. All notes and accounts
      receivable from Affiliates of the Companies.

            (d) Each of the Companies will assign to Buyer, and Buyer will
assume, perform and discharge all of the liabilities, duties and obligations of
each of the Companies that arise after the Closing Date under all leases
identified in Schedule 1.2(d) (the "Scheduled Leases") to the extent such leases
are assignable to Buyer, and in the event any such Scheduled Leases are not
assignable, the provisions of Section 5.6 shall govern.

      1.3 Purchase Price. In reliance upon the representations and warranties
and subject to the terms and conditions of this Agreement, the consideration to
be paid by Buyer for the Assets shall be (i) the payment by Buyer to the
Companies an aggregate of $55,000,000.00 (the "Cash Consideration"), subject to
adjustment as set forth in Section 1.8 below, and (ii) $6,000,000.00 (the
"Escrow Amount", and together with the Cash Consideration, the "Purchase Price")
to be placed in escrow on behalf of the Companies with the Escrow Agent,
pursuant to the Escrow Agreement.



                                     12

<PAGE>   21



      1.4   Assumption of Liabilities.

            (a) The sole liabilities assumed by Buyer hereunder are:

                  (i) the obligations of the Companies to pay the principal and
      accrued interest on the indebtedness reflected on the Final Closing
      Balance Sheet, the long-term portion of which shall not exceed $300,000;

                  (ii) the rights and obligations of the Companies to perform
      (i) the Scheduled Contracts specifically set forth in Schedule 1.2(b)(ix)
      to the extent the Scheduled Contracts have not been performed at the
      Closing Date and are not in default and (ii) the Scheduled Leases to the
      extent the Scheduled Leases remain in effect and are not in default at the
      Closing Date;

                  (iii) all trade payables and all other liabilities incurred by
      the Companies in the ordinary course of the Business accrued as current
      liabilities on the Final Closing Balance Sheet; and

                  (iv) all liabilities for COBRA and under the WARN Act for
      termination of the Companies' or the Subsidiary's employees by Buyer on or
      after the Closing Date.

            (b) Except as otherwise provided in Section 1.4(a), Buyer does not
assume or agree to pay, perform or discharge, and shall not be responsible for,
any other liabilities or obligations of any of the Sellers, whether accrued,
absolute, contingent or otherwise, including without limitation liabilities or
obligations based on, arising out of or in connection with:

                  (i) Defective performance of any Scheduled Contract by any of
      the Sellers or any express or implied warranty with respect to such
      performance or any default by any of the Sellers under any Scheduled Lease
      on or prior to the Closing Date;

                  (ii) Any Taxes which are attributable or relating to the
      Assets, the Business or the Contemplated Transactions for any periods or
      portions thereof ending on or before the Closing Date, other than as set
      forth in Section 5.2 and those Taxes accrued on the Final Closing Balance
      Sheet (collectively, "Tax Obligations");

                  (iii) Any lease obligations or indebtedness of any of the
      Sellers;

                  (iv) Any claims by any director, officer, employee or
      shareholder of any of the Sellers relating to the Contemplated
      Transactions, this Agreement or its performance or consummation, or any
      claims by any of them relating to or arising out of (i) their employment




                                     13

<PAGE>   22



      (including without limitation any modification or termination thereof) by
      any of the Sellers, (ii) any employment contract or (iii) any pension or
      other benefit liabilities of any of the Sellers;

                  (v) Any claims or conditions arising under or relating to
      Environmental Laws or other Legal Requirements attributable or relating to
      the Assets (including, without limitation, the operation thereof) or the
      Business prior to the Closing;

                  (vi) Any unlicensed or other unauthorized use by any of the
      Sellers of any patented or unpatented invention, trade secret, copyright,
      trademark or other intellectual property right;

                  (vii) Any dividend or other distribution declared or otherwise
      payable by any of the Sellers;

                  (viii) Any note, account payable or other obligation to any
      Seller or any Affiliate thereof.

                  (ix) Any obligation or liability, including indemnification,
      relating to the ownership, operation or maintenance of the Assets prior to
      Closing to the extent such obligation or liability is not accrued as a
      current liability on the Final Closing Balance Sheet;

                  (x) Any liability or obligation of the Sellers or any of their
      Affiliates under any note, bond or other instrument secured by the Assets;

                  (xi) Any liability or obligation of the Sellers or any of
      their Affiliates in respect of any express or implied representation,
      warranty, agreement or guaranty made (or claimed to have been made) by the
      Sellers or any of their Affiliates or imposed or asserted to be imposed by
      operation of law (except obligations or liabilities imposed on Buyer by
      operation of law after the Closing);

                  (xii) Any statutory liens other than Permitted Liens accrued
      or existing at the time of Closing on the Closing Date against the Assets;

                  (xiii) Except as set forth on Schedule 2.12(a) and accrued as
      a current liability on the Final Closing Balance Sheet, any liability
      resulting from or relating to the employment relationship between any
      Seller or its Affiliates and any of their present or former employees or
      the termination of any such employment relationship with any Seller or any
      of its Affiliates, including, without limitation, accrued severance pay
      and other similar benefits, if any, and any claim filed on or prior to the
      Closing Date or which may thereafter be filed by or on behalf of any
      employee or former employee of Seller or its Affiliates relating to the




                                     14

<PAGE>   23



      employment or termination of employment of any such employee by any Seller
      or its Affiliates, including, but not limited to, any claim for wrongful
      discharge, breach of contract, unfair labor practice, employment
      discrimination, unemployment compensation or workers' compensation.

      1.5 Instruments of Transfer; Further Assurances. In order to consummate
the Contemplated Transactions, at the Closing the Companies shall execute and
deliver to Buyer the Deeds covering the Owned Property, and the Companies and
Buyer shall deliver to each other (a) a completed General Conveyance, Transfer
and Assignment, in a form reasonably satisfactory to Buyer ("General Conveyance,
Transfer and Assignment"), covering all of the Assets other than the Owned
Property owned by the Companies, (b) an Assumption Agreement in a form
reasonably satisfactory to Buyer ("Assumption Agreement") and (c) an Assignment
and Transfer of Patents in a form reasonably satisfactory to Buyer (a "Patent
Assignment") covering all Assets constituting Intellectual Property. At the
Closing, and at all times thereafter as may be necessary, the Companies shall
execute and deliver to Buyer (1) such other instruments of transfer as shall be
reasonably necessary or appropriate to vest in Buyer good and indefeasible title
to the Assets and to comply with the purposes and intent of this Agreement and
(2) such other instruments as shall be reasonably necessary or appropriate to
evidence the assignment by the Companies and assumption by Buyer of the
Scheduled Contracts, the Scheduled Leases and certain other liabilities to the
extent provided in Section 1.4(a).

      1.6 Value Assigned to the Assets. On or before the Closing Date, Buyer and
the Companies shall agree on the proportion of the consideration to be allocated
to each of the Assets purchased pursuant to this Agreement as shall have been
proposed by Buyer and reasonably approved by the Companies and Buyer and Sellers
agree that they shall not thereafter take any position or action inconsistent
with such allocation in the filing of any Tax returns.

      1.7   Closing.

            (a) Unless this Agreement is sooner terminated as provided in
Article VIII below, the closing of the Contemplated Transactions (the "Closing")
will take place at the offices of Fulbright & Jaworski L.L.P., 1301 McKinney
St., 51st Floor, Houston, Texas 77010, at 10:00 A.M. on the date that is five
business days after the date on which the conditions specified in Articles VI
and VII of this Agreement shall have been satisfied or waived or at such other
time, date or place as may be mutually agreed by the parties hereto. The date on
which the Closing occurs is herein referred to as the "Closing Date".

            (b) At the Closing:

                  (i) The Companies shall deliver, and the Stockholders shall
      cause the Companies to deliver, to Buyer the Deeds, the General
      Conveyance, Transfer and Assignment covering all of the Assets to be
      transferred hereunder along with possession of all of the Assets to be
      delivered to Buyer, the Patent



                                     15

<PAGE>   24



      Assignment covering the patents, licenses and other Intellectual Property
      constituting part of the Assets, title documents relating to all Vehicles
      and other certificated assets constituting part of the Assets with
      appropriate transfer documentation.

                  (ii) The Companies shall deliver to Buyer those other
      documents required to be delivered to Buyer pursuant to the terms of this
      Agreement, including, without limitation, the following documents:

                        (A) Certificates of existence and good standing and
            payment of franchise taxes in the jurisdictions of incorporation
            with respect to each of Companies and the Subsidiary. Certificates
            of good standing as a foreign corporation and payment of franchise
            taxes for each of the Companies and the Subsidiary, as applicable,
            from the states and other jurisdictions in which such Company or the
            Subsidiary is qualified to do business as a foreign corporation.
            Each of such certificates shall be certified by the Secretary of
            State or other applicable governmental party of the applicable state
            or other jurisdiction and shall be dated within five business days
            of the Closing Date, together with a confirming telegram or
            facsimile as to the applicable Company or Subsidiary as of a date
            within two (2) days of the Closing Date;

                        (B) A copy of the charter documents, long form, with
            attachments, certified by the Secretary of State or similar
            authority of the jurisdiction of incorporation, as to each of the
            Companies and the Subsidiary, as of a date within fifteen (15) days
            of the Closing Date;

                        (C) Such keys, lock and safe combinations and other
            similar items as Buyer shall require to obtain full occupation and
            control of the assets and properties of each of the Companies;

                        (D) A duly executed Escrow Agreement;

                        (E) A certificate dated the Closing Date of the
            Companies and the Representatives as to the fulfillment of the
            conditions of Sections 6.1 and 6.2 hereof;

                        (F) Certified copies of resolutions duly adopted by the
            Boards of Directors of each of the Companies and of the Stockholders
            approving this Agreement and the transactions contemplated herein
            and a certificate of the Secretary of the Companies as to incumbency
            and as to the constituent documents of each of the Companies;



                                     16

<PAGE>   25




                        (G) An opinion of Duval, Funderburk, Sundbery, Lovell,
            Reeves & Watkins, counsel for the Sellers in the form attached as
            Exhibit F hereto, as required by Section 6.7 hereof; and

                        (H) Such other and further documents, instruments and
            certificates not inconsistent with the provisions of the Agreement,
            executed on behalf of Sellers, as Buyer shall reasonably require to
            carry out and effectuate the purposes and terms of this Agreement,
            and all previously undelivered items, if any, required to be
            delivered on behalf of any of the Sellers on or before the Closing.

            (c) At the Closing:

                  (i)   Buyer shall pay by wire transfer:

                        (A)   The Cash Consideration to the Sellers,
            and

                        (B) The Escrow Funds to the Escrow Agent.

                  (ii) Buyer shall deliver or cause to be delivered to Sellers
      those documents required to be delivered to Sellers pursuant to the terms
      of this Agreement, including, without limitation, the following documents:

                        (A)   a duly executed Escrow Agreement; and

                        (B) A certified copy of resolutions duly adopted by the
            Board of Directors of Buyer, approving this Agreement and the
            transactions contemplated herein.

            (d) At the Closing, the Buyer, the Companies, the Representatives
and the Escrow Agent shall execute the Escrow Agreement.

            (e) At the Closing, each of the parties shall execute, deliver and
acknowledge, or cause to be executed, delivered and acknowledged, to the other
parties such other certificates, documents and opinions required to be delivered
by such party hereunder.

      1.8   Closing Balance Sheet.

            (a) Within 60 business days of the Closing Date, the Buyer shall
cause the Companies to prepare a consolidated balance sheet of the Companies and
the Subsidiary as of the Closing Date (the "Closing Balance Sheet"), which
Closing Balance Sheet shall be prepared in accordance with generally accepted
accounting principles ("GAAP") and, to the extent past practices have been in
accordance with GAAP,




                                     17

<PAGE>   26



consistently applied and in accordance with such past practices. Included in the
Closing Balance Sheet as an appendix shall be a calculation of any Excess
Capital Expenditures.

            (b) Buyer and the Representatives shall have the right to review the
Closing Balance Sheet and all work papers and accounting procedures relating
thereto. Buyer and the Representatives shall complete their review of the
Closing Balance Sheet within thirty (30) days after the Closing Balance Sheet
has been made available to Buyer and the Representatives. If Buyer and the
Representatives are of the view that any adjustment should be made to the
Closing Balance Sheet in order for the Closing Balance Sheet to be prepared in
accordance with the requirements set forth in Section 1.8(a), Buyer or the
Representatives shall give the Representatives or Buyer, as applicable, written
notice of such adjustments. If no such notice is given within thirty (30) days
after the Closing Balance Sheet has been made available to Buyer and
Representatives, Buyer and the Representatives shall be deemed to have accepted
the Closing Balance Sheet without adjustment. If the Buyer and the
Representatives agree with any of the adjustments proposed by Buyer or the
Representatives, such adjustments shall be made to the Closing Balance Sheet. If
there are any proposed adjustments that are disputed by the Buyer or the
Representatives, then the Buyer and the Representatives shall negotiate in good
faith to resolve all disputed adjustments. If, after a period of thirty (30)
days following the date on which Buyer or the Representatives give the Buyer and
the Representatives written notice of any proposed adjustments, any such
adjustments still remain disputed, then the Representatives and the Buyer shall
jointly select the accounting firm of Arthur Andersen & Co., Houston office (the
"Joint Firm"), to resolve any remaining disputed adjustments, and the decision
of the Joint Firm shall be final and binding on the parties hereto. The fees and
disbursements of the Joint Firm shall be borne equally by the Sellers and the
Buyer. The parties hereto shall use their best efforts to cause the Joint Firm
to resolve any such remaining disputed adjustments as promptly as possible.

            (c) After the Closing Balance Sheet has been prepared and any
related adjustments thereto have been calculated and agreed to pursuant to
Section 1.8(a) and Section 1.8(b), all adjustments, if any, so agreed to with
respect to the Closing Balance Sheet shall be made. The Closing Balance Sheet,
as so revised by all such adjustments, if any, is referred to hereinafter as the
"Final Closing Balance Sheet."

            (d) The parties agree that if the Companies' Working Capital (as
hereinafter defined) as reflected on the Final Closing Balance Sheet is less
than $4.8 million plus the amount of consumables inventory of the Companies and
the Subsidiary reflected on the balance sheets thereof as of September 30, 1997
prepared by the Companies in accordance with GAAP and audited by Ernst & Young
LLP (the "WC Benchmark Amount"), the Buyer shall be entitled to receive from the
Companies an amount (the "WC Deficiency Amount") by which the Working Capital of
the Companies is less than the WC Benchmark Amount. In the event the Working
Capital exceeds the WC Benchmark Amount, then within five business days after
determination of the Final Closing Balance Sheet, the Companies shall be
entitled to receive from the Buyer an amount (the "Additional WC Amount") by
which the Working Capital of the Companies exceeds the WC Benchmark Amount. The
"Working Capital" of the




                                     18

<PAGE>   27



Companies shall be an amount equal to the remainder obtained by subtracting the
current liabilities of the Companies that constitute Assumed Obligations from
the current assets of the Companies that constitute Assets, and for purposes of
calculating Working Capital, (i) all accruals for Taxes (including deferred
Taxes) to the extent they constitute an Assumed Obligation shall be considered
current liabilities, (ii) all receivables and other amounts due from Affiliates
of any Seller (including intercompany receivables between any of the Companies)
shall be excluded from current assets, (iii) all write-ups of consumables
inventory subsequent to September 30, 1997 included in the WC Benchmark Amount
or the Balance Sheet or write-ups of other assets subsequent to June 30, 1997
shall be excluded from current assets, (iv) all cash shall be excluded from
current assets and (v) only inventory that is considered consumables inventories
shall be included as a current asset). In addition, to the extent that the
Companies' long-term debt as reflected on the Final Closing Balance Sheet is
greater than $300,000, the Companies shall pay such excess (the "Excess Debt
Amount") to the Buyer, and to the extent the Companies' long-term debt as
reflected on the Final Closing Balance Sheet is less than $300,000, Buyer shall
pay to the Companies the amount of such difference (the "Debt Reduction
Amount"). Furthermore, to the extent that the Companies have Excess Capital
Expenditures, Buyer shall pay to the Companies the dollar amount of such Excess
Capital Expenditures as set forth on the Final Closing Balance Sheet. The net
sum of the WC Deficiency Amount, the Additional WC Amount, the Excess Debt
Amount, the Debt Reduction Amount and the Excess Capital Expenditure amount
shall be paid by the party owing such net amount by wire transfer on or before
the fifth day following determination of the Final Closing Date Balance Sheet
and the obligation to make such payment shall not be subject to the Basket
Amount.


                                  ARTICLE II

                 REPRESENTATIONS AND WARRANTIES OF THE SELLERS

      A. Subject to the limitations set forth in Sections 9.1 and 9.4, the
Companies hereby represent and warrant to Buyer as follows:

      2.1   Organization and Good Standing.

            (a) Each of the Companies and the Subsidiary are corporations duly
organized, validly existing, and in good standing under the laws of their
respective jurisdictions of incorporation. Each of the Companies and the
Subsidiary have full corporate power and authority and possess all governmental
franchises, licenses, permits, authorizations and approvals necessary to enable
it to own, lease or otherwise hold its properties and assets and to carry on its
businesses as presently conducted, except for such franchises, licenses,
permits, authorizations and approvals the absence of which, individually or in
the aggregate, would not have a Material Adverse Effect. Each of the Companies
and the Subsidiary is duly qualified to do business as a foreign corporation and
is in good standing under the laws of all states and other jurisdictions listed
beside its name in Schedule 2.1(a), which constitute all of the jurisdictions in




                                     19

<PAGE>   28



which either the ownership, leasing, operation or use of the properties or
assets owned or used by the Companies or Subsidiary, or the nature of the
activities conducted by the Companies or the Subsidiary, require such
qualification, except such jurisdictions where the failure to so qualify would
not, individually or in the aggregate, have a Material Adverse Effect. Each of
the Companies has previously made available to Buyer true and complete copies of
the certificate or articles of incorporation and bylaws or other comparable
organizational documents of the Companies and the Subsidiary as currently in
effect.

            (b) Except for the Subsidiary and as set forth on Schedule 1.2(c),
neither of the Companies nor the Subsidiary holds, directly or indirectly, any
interest in any Person, firm or corporation or is a party to any partnership or
joint venture agreement or has any agreements of any nature to acquire, directly
or indirectly, any shares in the capital of, or other equity or proprietary
interest in, any Person, firm or corporation, and none of the Companies or the
Subsidiary has any agreements to acquire or lease any other business operations.

      2.2   Capitalization of Subsidiary.

            (a) The authorized capital stock of the Subsidiary is completely and
accurately set forth in Schedule 2.2(a). All shares of capital stock of the
Subsidiary that are issued and outstanding are beneficially owned by DWS free of
any liens, pledges, encumbrances, agreements or claims.

            (b) Except as completely and accurately set forth in Schedule 2.2(a)
or as completely and accurately set forth in paragraph (a), no shares of capital
stock or other equity securities of the Subsidiary are issued, reserved for
issuance or outstanding. All outstanding shares of capital stock of the
Subsidiary are duly authorized, validly issued, fully paid, and nonassessable
and not subject to preemptive rights. Except as completely and accurately set
forth in Schedule 2.2(a), there are no outstanding bonds, debentures, notes or
other indebtedness or other securities of the Subsidiary having the right to
vote (or convertible into, or exchangeable for, securities having the right to
vote) on any matters on which shareholders of the Subsidiary may vote. Except as
completely and accurately set forth in Schedule 2.2(a) or as completely and
accurately set forth above, there are no outstanding securities, options,
warrants, calls, rights, commitments, agreements, arrangements or undertakings
to issue or to register any shares of capital stock of the Subsidiary. Except as
completely and accurately set forth in Schedule 2.2(a), there are no outstanding
contractual obligations, commitments, understandings or arrangements of the
Subsidiary to repurchase, redeem or otherwise acquire or make any payment in
respect of any shares of capital stock of the Subsidiary and no payments,
dividends or redemption rights in respect of any shares of capital stock of the
Subsidiary are accrued, due or payable. Except as completely and accurately set
forth in Schedule 2.2(a), there are no agreements or arrangements pursuant to
which the Subsidiary is or could be required to register shares of capital stock
or options under the Securities Act of 1933, as amended, or other agreements or
arrangements with or among any security holders of the Subsidiary with respect
to securities of the Subsidiary.




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<PAGE>   29




      2.3   Authority; No Conflict.

            (a) Each of the Companies has all requisite corporate right, power
and authority to execute and deliver this Agreement and to perform fully its
obligations hereunder. The execution and delivery of this Agreement and the
consummation by each of the Companies of the transactions contemplated hereby
have been duly authorized by all necessary corporate action and no other
corporate proceedings on the part of the Companies is necessary to authorize
this Agreement or to consummate the Contemplated Transactions. This Agreement
has been duly executed by each of the Companies and constitutes the legal, valid
and binding obligation of each of the Companies, enforceable against each of the
Companies in accordance with its terms, except to the extent that enforceability
may be limited by bankruptcy, insolvency or other similar laws affecting
creditors' rights generally.

            (b) Except as completely and accurately set forth in Schedule
2.3(b), the execution, delivery and performance of this Agreement by each of the
Companies and the consummation of any of the Contemplated Transactions will not,
directly or indirectly (with or without notice or the lapse of time):

                  (i) contravene, conflict with, or result in a violation or
      breach of or default under any provision, term or condition of the
      certificate or articles of incorporation, bylaws or other constituent
      documents of any of the Companies or the Subsidiary, as the case may be;

                  (ii) except for the applicable requirements of the HSR Act,
      contravene, conflict with, or result in a violation or breach of or
      default under (with or without due notice or lapse of time, or both),
      require filing with or obtaining consent from any federal, state, local,
      municipal, foreign or other governmental or quasi-governmental entity or
      authority (a "Governmental Body") or other person or entity under, or give
      any Governmental Body or other person or entity the right to challenge any
      of the Contemplated Transactions or to exercise any remedy or obtain any
      relief in any such instance under, any applicable federal, state, or local
      law, ordinance, principle of common law, rule, regulation or statute,
      United States or foreign (a "Legal Requirement") or any award, decision,
      injunction, judgment, order, ruling, subpoena, or verdict entered, issued,
      made, or rendered by any court, administrative agency or Governmental Body
      (an "Order") to which any of the Companies or the Subsidiary, as the case
      may be, is subject;

                  (iii) contravene, conflict with, or result in a violation or
      breach of or default under (with or without due notice or lapse of time,
      or both) any of the terms, conditions or requirements of, or give any
      Governmental Body the right to revoke, withdraw, suspend, modify, cancel
      or terminate, any permit that is held by any of the Companies or the
      Subsidiary or that otherwise relates to the business and operations of any
      of the Companies or the Subsidiary;





                                     21

<PAGE>   30



                  (iv) contravene, conflict with, or result in a violation or
      breach of or default under (with or without due notice or lapse of time,
      or both) any provision of, or give any person or entity the right to
      declare a default or exercise any remedy under, or to accelerate the
      maturity or performance of or require any consent under, or to cancel or
      terminate, any agreement or contract, written or oral, to which any of the
      Companies or the Subsidiary is a party; or

                  (v) result in the imposition or creation of any Lien upon or
      with respect to any of the Assets.

            (c) Except as set forth on Schedules 2.16(a) or 5.6, the Scheduled
Contracts and Scheduled Leases to be assigned to Buyer under this Agreement are
freely assignable, and no consent form, or notice to, a third party to such
assignment, or in connection with the Contemplated Transactions, is required,
and those whose stated duration extends beyond the Closing Date will, at such
time, be in full force and effect and unimpaired by any acts or omissions of the
Sellers or their agents or employees, and such Scheduled Contracts and Scheduled
Leases will not be modified without Buyer's prior written consent.

      2.4   Financial Statements.

            (a) Schedule 2.4(a) completely and accurately sets forth the (i)
unaudited balance sheets of each of the Companies and the Subsidiary as of
December 31, 1994, 1995 and 1996, respectively, and the unaudited statements of
operations and cash flows of each of the Companies and the Subsidiary for the
years ended December 31, 1994, 1995 and 1996, respectively, and (ii) the
unaudited balance sheet of the Companies and the Subsidiary as of June 30, 1997
and September 30, 1997, and the unaudited statements of operations and cash
flows of each of the Companies and the Subsidiary for the six-month period ended
June 30, 1997 and nine-month period ended September 30, 1997 (except for the
balance sheets and income statements as of and for the nine months ended
September 30, 1997, respectively, which shall not be included in the definition
of "Financial Statements", all the financial statements referred to in clauses
(i) and (ii) of this paragraph (a), together with the applicable notes, shall be
referred to collectively as the "Financial Statements"). The unaudited balance
sheets of each of the Companies and the Subsidiary as of June 30, 1997 are
herein collectively referred to as the "Balance Sheet".

            (b) Except as disclosed on Schedule 2.4(b), each of the Financial
Statements has been prepared in conformity with GAAP in all material respects
and consistent with the Companies' past practices and on that basis fairly
presents (subject, in the case of the unaudited statements, to the absence of
footnotes and to normal, recurring year-end adjustments, which are not, and will
not be, individually or in the aggregate, material to the financial condition or
results of operations of the Companies and the Subsidiary taken as a whole) the
financial condition and results of operations of the applicable Company as of
the respective dates thereof and for the respective periods indicated. Schedule
2.4(b) specifically identifies all write-ups of Inventories or any other Assets
and all accruals reasonably necessary in order for the Balance Sheet




                                     22

<PAGE>   31



to be presented in accordance with GAAP. Each of the Financial Statements is
complete, correct and in accordance with the books of account and records of the
Companies and the Subsidiary. Except as disclosed on Schedule 2.4(b), there are
no revenues, expenses or liabilities relating to transactions between any of the
Companies that would be required to be eliminated on any of the Financial
Statements had the Financial Statements of the Companies been consolidated
together.

      2.5 Inventory. Except as set forth on Schedule 2.5, the Companies and the
Subsidiary have collectively good and marketable title to all of the
Inventories. Upon each of the Companies' execution and delivery of the General
Conveyance and Assignment, Buyer and the Subsidiary will own good and marketable
title to the Inventory, free and clear of all Liens except for Permitted Liens.
Substantially all of the Inventories, Vehicles and Equipment of the Companies
and the Subsidiary taken as a whole, whether reflected on the Balance Sheet or
subsequently acquired, are of a quality and quantity usable consistent in all
material respects with past practice in the ordinary course of business. Except
as completely and accurately set forth in Schedule 2.5, since the date of the
Balance Sheet, there have not been any write-downs of the value of, or
establishment of any reserves against, any Inventory except for write-downs and
reserves in the ordinary course of business consistent with past practice that
are not material. For purposes of this subsection only, "material" shall mean
write-downs and reserves that, individually or in the aggregate, exceed
$25,000.00.

      2.6 Receivables. All Accounts of the Companies and the Subsidiary, taken
as a whole, whether reflected on the Balance Sheet or subsequently created, (i)
have arisen in the ordinary course of their businesses as applicable, and (ii)
represent valid obligations due the Companies or the Subsidiary as applicable,
enforceable in accordance with their terms except (as to collectibility) for
limitations resulting from applicable bankruptcy, insolvency, moratorium,
reorganization or similar laws affecting creditors' rights generally and by laws
or judicial decision limiting the rights of specific performance or by general
equity principles, subject, in the aggregate, to the Companies' and the
Subsidiary's, as applicable, historical cyclical loss experience in relation to
sales and accounts receivable, and normal risks of collection and have arisen
from bona fide transactions in the ordinary course of business.

      2.7   Tangible Property.

            (a) Except for Fixtures and Improvements, Vehicles and Equipment
(collectively, the "Tangible Assets") not of a material amount, Schedules
1.2(b)(ii), 1,2(b)(iv), and 1.2(b)(v) set forth all Fixtures and Improvements,
Vehicles and Equipment, respectively. The Companies and/or the Subsidiary
collectively have good and marketable title to all Tangible Assets, in each case
free and clear of all Liens of any kind except (i) such as are completely and
accurately set forth in Schedule 2.7, (ii) mechanics', carriers', workman's,
repairmen's or other similar Encumbrances arising or incurred in the ordinary
course of business, liens arising under original purchase price conditional
sales contracts and equipment leases with third parties entered into in the
ordinary course of business and liens for Taxes and other governmental charges
that are not due and payable or that may thereafter be paid



                                     23

<PAGE>   32



without penalty, and (iii) other imperfections of title or Liens that do not,
individually or in the aggregate, impair the continued use and operation of the
assets to which they relate in the Business, as presently conducted (the Liens
described in clauses (i), (ii) and (iii) above are hereinafter referred to
collectively as "Permitted Liens"). For purposes of this subsection only, "not
of a material amount" shall mean Tangible Assets that individually or in the
aggregate not exceed $25,000.00.

            (b) Except as set forth in Schedule 2.7, the Tangible Assets that
are being used in, or reasonably could be expected to be used in, the Business
have been maintained in accordance with past practice and generally accepted
industry practice, are in good operating condition and repair, ordinary wear and
tear excepted, and are suitable in both quantity and quality for use in the
Business. All leased personal property of the Companies and the Subsidiary is in
the condition required of such property by the terms of the lease applicable
thereto during the term of the lease and upon the expiration thereof.

      2.8 Books and Records. The books of account and other records of each of
the Companies and the Subsidiary, all of which have been made available to
Buyer, are true, complete and correct in all material respects.

      2.9 Real Property. Schedule 1.2(b)(i) sets forth a true, complete and
accurate list of all real property owned by the Companies and relating to the
Business or any of the other Assets (individually, an "Owned Property" and
collectively the "Owned Properties"). Schedule 1.2(b)(iii) sets forth a true,
complete and accurate list of all real property leased by any of the Companies
and relating to the Business or any of the other Assets (individually, a "Leased
Property" and collectively the "Leased Properties"). The Companies or the
Subsidiary has (i) good and marketable fee title to all Owned Property and (ii)
good and marketable title to the leasehold estates in all Leased Property (Owned
Property, Fixtures and Improvements, Realty Rights and Leased Property being
sometimes referred to herein as "Company Property"), in each case free and clear
of all Liens, leases, assignments, subleases, easements, covenants,
rights-of-way and other restrictions of any nature whatsoever, except Permitted
Liens. The Company Properties constitute all of the real property locations
reasonably necessary to conduct the Business as it is now being conducted by the
Companies and the Subsidiary. Upon the Companies' execution and delivery of the
Deeds covering the Real Property, Buyer will own good and marketable title to
the Real Property, free and clear of all Liens except for Permitted Liens. There
is no pending or threatened condemnation or similar proceeding or assessment
affecting the Company Properties, or any part thereof, nor to the best knowledge
and belief of the Companies is any such proceeding or assessment contemplated by
any Governmental Body. The Company Properties do not violate in any material
respect any provisions of any applicable building code, fire, health or safety
regulations, or other governmental ordinances, orders or regulations. No
condition exists with respect to any Company Property which would prevent, or
require repair or modification thereof as a prerequisite to Buyer using the
Company Properties in the ordinary conduct of the Business except with respect
to ordinary wear and tear and scheduled maintenance and repair. The zoning
classification of the Company Properties is such that the Company Properties may
be




                                     24

<PAGE>   33



used as currently used in the Business. There are no parties in possession of
any portion of any Company Property as lessees, tenants at sufferance or
trespassers.

      2.10 Company Products and Inventory. Except as completely and accurately
set forth on Schedule 2.10, none of the Companies has any notice or knowledge of
any statements, citations or decisions by any Governmental Body specifically
stating that any product or Inventory item of the Companies or the Subsidiary,
or any third-party product distributed by the Companies, that is held for rental
(or sale to the extent such product or inventory item is held for sale in the
ordinary course of business) by the Companies or the Subsidiary to their
respective customers or otherwise utilized in the Companies' or the Subsidiary's
business (collectively, a "Company Product") is defective or unsafe or fails to
meet any standards promulgated by any such Governmental Body. Except as
completely and accurately set forth on Schedule 2.10, none of the Companies has
any notice or knowledge of any recalls ordered by any such Governmental Body
with respect to any Company Product. Except as completely and accurately set
forth on Schedule 2.10, none of the Companies has any notice or knowledge of any
(i) fact relating to any Company Product that may impose upon any of the
Companies or the Subsidiary a duty to recall any Company Product or a duty to
warn customers of a defect in any Company Product, (ii) latent or overt design,
manufacturing or other defect in any Company Product that could be reasonably be
expected to have a Material Adverse Effect or (iii) liability for warranty
claims or returns with respect to any Company Product not otherwise disclosed
herein in excess of that historically experienced by any of the Companies or the
Subsidiary consistent (in amount and kind) with past practice.

      2.11  Taxes

            (a)   Except as completely and accurately set forth on Schedule 
2.11(a),

                  (i) each of the Companies and the Subsidiary has timely filed
      or caused to be timely filed all returns, declarations, reports, forms or
      other documents, information returns or statements of information ("Tax
      Returns") filed with or submitted to, or required to be filed with or
      submitted to, any Governmental Body in connection with any Taxes that are
      or were required to be filed by it or with respect to it, its operations,
      assets and business (taking into account any valid extensions of time for
      filing) pursuant to applicable Legal Requirements; and

                  (ii) each of the Companies and the Subsidiary has timely paid
      (A) all income, gross receipts, value added, profits, severance, capital,
      net worth, franchise, license, transfer, sales, use, payroll, employment,
      estimated, withholding, social security, workers and unemployment
      compensation, property (real or personal), gains, occupation, excise,
      goods and services and all other taxes and similar assessments, customs,
      duties, charges and fees (including interest, penalties and additions to
      such taxes and any interest in respect of such penalties and additions)
      imposed by the United States or any state or local taxing authority
      thereof or therein, or by any other country or jurisdiction or




                                     25

<PAGE>   34



      any political subdivision thereof or therein, including any transferee
      liability in respect of any of the foregoing (collectively "Taxes") that
      have become due (whether or not shown on any Tax Return), and (B) any
      Taxes for which a demand for payment or assessment has been received by
      the Companies or the Subsidiary, except (i) in the case of either (A) or
      (B) such Taxes, if any, that are fully reflected on the Final Closing
      Balance Sheet by means of an accrual or reserve, (ii) in the case of (A)
      such Taxes in respect of operations of the Business as are payable solely
      by the Stockholders, and (iii) for which none of the Companies has any
      liability in the case of (B), that are being contested in good faith
      pursuant to appropriate proceedings.

            (b) Each Tax Return filed by any of the Companies or the Subsidiary
was prepared in compliance with all Legal Requirements and is true, correct and
complete in all material respects, and each such Tax Return filed after the date
hereof and prior to the Closing Date shall be prepared, and all elections with
respect to such Tax Returns shall be made, to the extent permitted by law, in
compliance with all Legal Requirements and in a manner consistent with the prior
practice of the Companies and the Subsidiary, as applicable.

            (c) Except as set forth on Schedule 2.11(c), the unpaid Taxes of the
Companies and the Subsidiary did not, as of the date of the Balance Sheet,
exceed the respective accruals and reserves (other than accruals and reserves
for deferred Taxes) for such Taxes set forth on the Balance Sheet. Except as set
forth on Schedule 2.11(c) the accruals for deferred federal Income Taxes on each
Balance Sheet are adequate in all material respects to cover any deferred
federal Income Tax Liability of the Companies and the Subsidiary.

            (d) Except as completely and accurately set forth on Schedule
2.11(d):

                  (i) during the past five years, there has been no audit,
      claim, assessment, or proceeding commenced against the Companies or the
      Subsidiary regarding Taxes, and none of the foregoing is presently pending
      or threatened;

                  (ii) neither the Companies nor the Subsidiary is, or has ever
      been, a party to or bound by any Tax allocation or Tax sharing agreement
      or arrangement and neither the Companies nor the Subsidiary has, or has
      had, any current contractual obligation to indemnify any other person or
      entity with respect to Taxes;

                  (iii) no taxing authority in a jurisdiction where the
      Companies or the Subsidiary, as applicable, does not file Tax Returns has
      claimed, asserted or threatened that the Companies or the Subsidiary, as
      applicable, is or may be subject to taxation by such jurisdiction;

                  (iv) the Companies and the Subsidiary have made available to
      Buyer or its representatives true, correct and complete copies of all Tax
      Returns filed by each of the Companies and/or the Subsidiary for the past
      three years,



                                     26

<PAGE>   35



      together with all revenue agent's reports and other written assertions of
      deficiencies or other Liabilities for Taxes of, or with respect to, the
      Companies and the Subsidiary, and all closing agreements (as described in
      Code Section 7121 or any, analogous provision of state, local or foreign
      laws or regulations) which are currently in effect;

                  (v) all Tax Returns of the Companies and the Subsidiary
      relating to Taxes (x) based upon, measured by, or calculated with respect
      to, net income or net receipts, proceeds or profits, or (y) based upon,
      measured by, or calculated with respect to multiple bases (including, but
      not limited to, corporate franchise or occupation Taxes) if such Tax may
      be based upon measured by, or calculated with respect to one or more bases
      described in (x) above ("Income Taxes") have been audited by the relevant
      taxing authority or the time for assessing or collecting Income Tax with
      respect thereto has closed;

                  (vi) neither the Companies nor the Subsidiary is the
      beneficiary of any extension of time, or has made a pending request to
      extend the time, within which to file any Tax Return;

                  (vii) neither the Companies nor the Subsidiary has agreed, nor
      is either of them required, to include in income any adjustment pursuant
      to Code Section 481(a) (or analogous provision of other foreign, United
      States federal, state or local laws or regulations) by reason of a change
      in accounting method or otherwise, nor has the IRS (or other Taxing
      authority) proposed any such change in accounting method;

                  (viii) none of the assets of the Companies or the Subsidiary
      (x) is property that is required to be treated as being owned by any other
      person pursuant to the "safe harbor lease" provisions of Section 168(f)(8)
      of the Internal Revenue Code of 1954, (y) is "tax-exempt use property"
      within the meaning of Code Section 168(h), (z) or directly or indirectly
      secures any debt the interest of which is tax exempt under Code Section
      103(a) (or, in the case of any of (x), (y) or (z), any analogous provision
      of state, local or foreign laws or regulations);

                  (ix) there are no Liens for Taxes other than Permitted Liens;

                  (x) there are no Tax rulings, requests for rulings, competent
      authority relief, or closing agreements relating to the Companies or any
      Subsidiary which could affect its Liability for Taxes for any period after
      the Closing Date;

                  (xi) neither the Companies nor the Subsidiary has disposed of
      any property in a transaction being accounted for under the installment
      method pursuant to Code Section 453 or analogous provision of state, local
      or foreign laws or regulations;





                                     27

<PAGE>   36



                  (xii) based on applicable law as in effect on the date hereof,
      there is no contract, agreement, plan or arrangement covering any persons,
      individually or collectively, giving rise to a payment by the Companies or
      the Subsidiary of an amount that would not be deductible by reason of Code
      Section 280G;

                  (xiii) no excess loss account (as described in Treasury
      Regulations Section 1.1502-19) exists with respect to the Subsidiary;

                  (xiv) none of the Companies or the Subsidiary has any deferred
      gain or loss (x) arising from intercompany transactions (as described in
      Treasury Regulations Section 1.1502-13), or (y) with respect to stock or
      obligations of any other member of the Companies' affiliated group (as
      described in Treasury Regulations Section 1.1502-13);

                  (xv) none of the Companies or the Subsidiary (A) has been a
      member of any consolidated, combined or unitary group for Income Tax
      purposes that included any member other than a member of the current
      federal consolidated Income Tax group of which the Companies is the common
      parent, or (B) have any Liability for Taxes of any person (other than the
      Companies and the Subsidiary) under Treasury Regulations Section 1.1502-6
      (or any analogous provision of state, local or foreign law), as a
      transferee or successor by contract, or otherwise;

            (e) Schedule 2.11(e) contains a true, complete and accurate list of
countries, states, territories and jurisdictions (whether foreign or domestic)
in which the Companies and/or the Subsidiary have filed income, franchise, sales
and use Tax Returns for taxable periods ending after December 31, 1992.

            (f) Each of the Companies is and has always been an S corporation,
as defined in Section 1361(a) of the Code, and will continue to be an S
corporation for all taxable periods which include the Closing Date.

      2.12  Employee Benefits.

            (a) Schedule. Schedule 2.12(a) contains a true, complete and
accurate list of each Company Benefit Plan and each Employee Agreement
maintained or contributed to at any time since January 1, 1992. No Company nor
any of its ERISA Affiliates has any plan or commitment, whether legally binding
or not, to establish any new Company Benefit Plan, to enter into any Employee
Agreement or to modify or to terminate any Company Benefit Plan or Employee
Agreement (except to the extent required by law or to conform any such Company
Benefit Plan or Employee Agreement to the requirements of any applicable law, in
each case as previously disclosed to Buyer, or as required by this Agreement),
nor has any intention to do any of the foregoing been communicated to Employees.





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<PAGE>   37



            (b) Documents. Each of the Companies has provided, or has caused to
be provided, to Buyer (i) current, accurate and complete copies of all documents
embodying or related to each Company Benefit Plan and each Employee Agreement,
including all amendments thereto, written interpretations thereof and trust or
funding agreements with respect thereto; (ii) the three most recent annual
actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the
three most recent annual reports (Series 5500 and all schedules thereto), if
any, required under ERISA in connection with each Company Benefit Plan or
related trust, as well as the three most recent Form 990's and 1041's, if
applicable; (iv) a statement of alternative form of compliance pursuant to
Department of Labor Regulation ss.2520.104-23, if any, filed for each Company
Benefit Plan which is an "employee pension benefit plan" as defined in Section
3(2) of ERISA for a select group of management or highly compensated employees;
(v) the most recent determination letter received from the IRS for each Company
Benefit Plan and related trust which is intended to satisfy the requirements of
Section 401(a) of the Code and all rulings or determinations requested since the
most recent determination letter; (vi) if the Company Benefit Plan is funded,
the most recent annual and periodic accounting of Company Benefit Plan assets;
(vii) the most recent summary plan description together with all material
modifications, if any, required under ERISA with respect to each Company Benefit
Plan; (viii) all material communications to any Employee or Employees relating
to each Company Benefit Plan; (ix) all correspondence from the IRS, the
Department of Labor and/or the PBGC since January 1, 1992, regarding each
Company Benefit Plan.

            (c) Compliance. With respect to each Company Benefit Plan (i) the
Companies, the Subsidiary and each ERISA Affiliate have performed all
obligations required to be performed by them under each Company Benefit Plan and
Employee Agreement and none of the Companies nor any of their ERISA Affiliates
is in default under or in violation of, any Company Benefit Plan, (ii) each
Company Benefit Plan has been established and maintained in accordance with its
terms and in compliance with all applicable laws, statutes, orders, rules and
regulations, including but not limited to ERISA and the Code, including without
limiting the foregoing, the timely filing of all required reports, documents and
notices, where applicable, with the IRS and the Department; (iii) each Company
Benefit Plan intended to qualify under Section 401 of the Code is, and since its
inception has been, so qualified and a determination letter has been issued by
the IRS to the effect that each such Company Benefit Plan is so qualified and
that each trust forming a part of any such Company Benefit Plan is exempt from
tax pursuant to Section 501(a) of the Code and no circumstances exist which
would adversely affect this qualification or exemption; (iv) no "prohibited
transaction," within the meaning of Section 4975 of the Code or Section 406 of
ERISA, has occurred with respect to any Company Benefit Plan unless exempt under
Section 4975 of the Code or Section 408 ERISA, as applicable; (v) no action or
failure to act and no transaction or holding of any asset by, or with respect
to, any Company Benefit Plan has or may subject any of the Companies or any of
their ERISA Affiliates or any of their fiduciaries to any tax, penalty or other
liability, whether by way of indemnity or otherwise; (vi) there are no actions,
proceedings, arbitrations, suits or claims pending, or to the knowledge of any
of the Companies or any of their ERISA Affiliates, threatened or anticipated
(other than routine claims for benefits) against any of the



                                     29

<PAGE>   38



Companies or any of their ERISA Affiliates or any of their administrators,
trustees or other fiduciaries of any Company Benefit Plan with respect to any
Company Benefit Plan or Employee Agreement, or against any Company Benefit Plan
or against the assets of any Company Benefit Plan; (vii) no event or transaction
has occurred with respect to any Company Benefit Plan that would result in the
imposition of any Tax Lien or liability under Chapter 43 of Subtitle D of the
Code, ERISA or to the PBGC; (viii) each Company Benefit Plan can be amended,
terminated or otherwise discontinued without liability to any of the Companies
or any of their ERISA Affiliates; (ix) the Companies and their ERISA Affiliates
have made all contributions or other payments required to be made as of the date
hereof with respect to each Company Benefit Plan; (x) no Company Benefit Plan is
under audit or investigation by the IRS, the Department or the PBGC, and to the
knowledge of the Companies or any ERISA Affiliate no such audit or investigation
is pending or threatened and; (xi) all group health plans maintained by the
Companies and each ERISA Affiliate have been operated in compliance with Section
4980B of the Code.

            (d) Pension Plans. None of the Companies nor any ERISA Affiliate
presently sponsors, maintains, contributes to, nor is the Companies or any ERISA
Affiliate required to contribute to, nor has the Companies nor any ERISA
Affiliate ever sponsored, maintained, contributed to, or been required to
contribute to, a Pension Plan which is subject to Title IV of ERISA.

            (e) Multiemployer Plans. At no time has any Company or any of its
ERISA Affiliates contributed to or been required to contributed to, or incurred
any withdrawal liability (within the meaning of Section 4201 of ERISA) with
respect to any Multiemployer Plan or Section 412 of the Code.

            (f) No Post-Employment Obligations. Except as set forth on Schedule
2.12(f), none of the Companies nor any ERISA Affiliate (i) maintains or
contributes to any Company Benefit Plan which provides, or has any liability to
provide, life insurance, medical, severance or other employee welfare benefits
to any Employee upon his retirement or termination of employment, except as may
be required by Section 4980B of the Code; or (ii) has ever represented,
promised, or contracted (whether in oral or written form) to any Employee
(either individually or to Employees as a group) that such Employee(s) would be
provided with life insurance, medical, severance or other employee welfare
benefits upon their retirement or termination of employment, except to the
extent required by Section 4980B of the Code or Section 412 of the Code.

            (g) Effect of Transaction. Except as set forth on Schedule 2.12(g),
the execution of, and performance of the Contemplated Transactions will not
(either alone or upon the occurrence of any additional or subsequent events) (i)
constitute an event under any Company Benefit Plan, Employee Agreement, trust or
loan that will or may result in any payment (whether of severance pay or
otherwise), acceleration, forgiveness of indebtedness, vesting, distribution,
increase in benefits or obligation to fund benefits with respect to any
Employee, (ii) result in the triggering or imposition of any restrictions or
limitations on the right of any of the Companies or the Buyer to amend



                                     30

<PAGE>   39



or terminate any Company Benefit Plan and receive the full amount of any excess
assets remaining or resulting form such amendment or termination, subject to
applicable taxes, or (iii) result in any carryover liability to Buyer for Taxes,
penalties, interest or any other items resulting from any Benefit Plan. No
payment or benefit which will or may be made by any of the Companies, the
Buyers, the Subsidiary or any of their respective affiliates with respect to any
Employee will be characterized as an "excess parachute payment," within the
meaning of Section 280G(b)(1) of the Code.

            (h) 501(c)(9) Trust. No Company Benefit Plan nor Employee Agreement
is funded by a trust described in Section 501(c)(9) of the Code.

            (i) Welfare Plan Funding. With respect to each Welfare Plan, all
claims incurred (including claims incurred but not reported) by employees
thereunder for which any of the Companies or the Subsidiary is, or will become,
liable are (i) insured pursuant to a contract of insurance whereby the insurance
company bears any risk of loss with respect to such claims; (ii) covered under a
contract with a health maintenance organization (an "HMO") pursuant to which the
HMO bears the liability for such claims, or (iii) will be accrued and reflected
as a current liability on the Final Closing Balance Sheet.

            (j) Controlled Group Liability. None of the Companies nor the
Subsidiary has any liability, contingent or otherwise, to, or with respect to
any Benefit Plan (other than the Company Benefit Plans and Employee Agreements
that are completely and accurately listed on Schedule 2.12(j)), which is now or
previously has been sponsored, maintained, contributed to, or required to be
contributed to, by the Subsidiary or any ERISA Affiliate or former ERISA
Affiliate.

            (k) Severance Payments. The Contemplated Transactions will not
accelerate the time of payment or vesting of, or increase the amount of,
compensation due, or result in a severance payment for any director, officer or
employee or former director, officer or employee (including any beneficiary) of
any of the Companies from the Buyer and the Companies agree that they shall
retain all such obligations.

            (l) Nonassumption of Company Benefit Plan. The parties agree that
the Buyer does not and will not assume the sponsorship of, or the responsibility
for contributions to, or any liability in connection with, any Company Benefit
Plan or any other employee pension benefit plan, any employee welfare benefit
plan, or other employee benefit agreement or arrangement maintained by any of
the Companies or any ERISA Affiliate for their employees, former employees,
retirees, their beneficiaries or any other person. In addition and not as a
limitation of the foregoing covenant the parties agree that each of the
Companies and each ERISA Affiliate shall be liable for any continuation coverage
(including any penalties, excise taxes or interest resulting from the failure to
provide continuation coverage) required by Section 4980B of the Code due to
qualifying events that occur on or before Closing Date.





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<PAGE>   40



      2.13  Compliance with Certain Legal Requirements; Governmental
            Authorizations.

            (a) Except as completely and accurately set forth in Schedule
2.13(a), (i) each of the Companies and the Subsidiary has complied in all
material respects with each Legal Requirement that is applicable to it or to the
conduct or operation of its business or to the ownership or use of any of its
properties or assets and (ii) none of the Companies nor the Subsidiary has
received any written notice from any Governmental Body or any other person or
entity regarding any material violation of, or failure to comply with, any Legal
Requirement.

            (b) Schedule 1.2(b)(vi) contains a true, complete and accurate list
of each Permit that is held by any of the Companies or the Subsidiary or that
otherwise relates to or is required in connection with the business or
operations of any of the Companies or the Subsidiary. Each Permit listed in
Schedule 1.2(b)(vi) has, to the best knowledge of each of the Companies, been
duly authorized and is valid and in full force and effect. Except as completely
and accurately set forth in Schedule 1.2(b)(vi), (i) each of the Companies and
the Subsidiary has complied in all material respects with all of the terms and
requirements of the Permit applicable to it and identified in Schedule
1.2(b)(vi), (ii) no event has occurred or circumstance exists that (A) would
constitute or result directly or indirectly in a violation of or a material
failure to comply with any term or requirement of any Permit identified in
Schedule 1.2(b)(vi), or (B) would result in the revocation, withdrawal,
suspension, cancellation, modification or termination of any Permit identified
in Schedule 1.2(b)(vi) and (iii) the Permits are sufficient and adequate in all
respects to permit the continued lawful conduct of the business and operations
of each of the Companies and the Subsidiary in the manner now conducted.
Following consummation of the transactions contemplated hereby, the Permits will
continue to be valid and subsisting, in full force and effect, and subject to
the required consents set forth on Schedule 2.13(b), enforceable by Buyer
without any consent or approval of any Governmental Body or other third party;
or, in lieu of such existing Permits, replacement or substitute Permits will be
available to or obtainable by Buyer at little or no cost in the ordinary course
without any interruption of the conduct of the Business following the Closing
Date, assuming timely application therefor and reasonable diligence in pursuant
thereof by Buyer. None of such Permits have been, or to the knowledge of each of
the Companies, are threatened to be, revoked, canceled, suspended or modified.

      2.14 Litigation. Except as completely and accurately set forth in Schedule
2.14, there is (i) no suit, action or proceeding or investigation pending
against any of the Companies or the Subsidiary nor is there any judgment,
decree, injunction, rule or order of any Governmental Body or arbitrator
outstanding against any of the Companies or the Subsidiary, or (ii) to the best
knowledge of each of the Companies, no suit, action or proceeding or
investigation threatened against or affecting any of the Companies or the
Subsidiary, in each case set forth in clause (i) or (ii) that, individually or
in the aggregate, could adversely affect any of the Companies or Buyer or that
could reasonably be expected to prevent, hinder or materially delay the ability
of any of the Companies to consummate the Contemplated Transactions.




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<PAGE>   41




      2.15 Absence of Certain Changes or Effects. Except as completely and
accurately set forth on Schedule 2.15 and except as otherwise expressly
contemplated by this Agreement, since December 31, 1996, the Companies have
conducted the Business in the ordinary course, consistent with past practice and
there has not been (a) any material adverse change in the condition (financial
or otherwise), prospects, results of operations, business, properties, assets,
or liabilities of the Companies and the Subsidiary taken as a whole (a "Material
Adverse Change") or any event or condition which could reasonably be expected to
have such a Material Adverse Change, (b) any waiver of any valuable right of any
of the Companies or the Subsidiary, the cancellation of any valuable right of
any of the Companies or the Subsidiary, or the cancellation of any material debt
or claim held by any of the Companies or the Subsidiary, (c) any payment,
discharge or satisfaction of any claim, liability or obligation of any of the
Companies or the Subsidiary other than in the ordinary course of business, (d)
any Lien upon the assets of any of the Companies or the Subsidiary other than
Permitted Liens that arise in the ordinary course of business, (e) any sale,
assignment or transfer of any tangible or intangible assets of any of the
Companies or the Subsidiaries, except in the ordinary course of business with
respect to Inventory, (f) any loan by any of the Companies or the Subsidiary to
any officer, director, employee, consultant, or shareholder of the Companies or
the Subsidiary, (g) any increase, direct or indirect, in the compensation paid
or payable to any officer or director of any of the Companies or the Subsidiary,
or, other than in the ordinary course of business, to any other employee,
consultant or agent of any of the Companies or the Subsidiary, (h) any change in
the accounting methods, practices or policies of any of the Companies or the
Subsidiary, (i) any indebtedness incurred for borrowed money by any of the
Companies or the Subsidiary other than in the ordinary course of business, (j)
any amendment to or termination of any material agreement to which any of the
Companies or the Subsidiary is a party, (k) the making or changing of a material
Tax election, compromise of any material Tax Liability or the making of any
payment pursuant to any agreement, arrangement or contractual obligation
described in Section 2.11(d)(ii), (l) any transaction or action by the Sellers
that would cause any representation or warranty of any of the Sellers to be not
true as of the Closing Date, (m) any transaction by the Companies or the
Subsidiary except in the ordinary course of business or as otherwise
contemplated hereby, or (n) any agreement or commitment (contingent or
otherwise) by any of the Companies or the Subsidiary to do any of the foregoing.

      2.16  Contracts; Leases; Absence of Certain Practices.

            (a) Schedule 1.2(b)(ix) sets forth a true, complete and accurate
list of each contract, agreement, arrangement or commitment, written or oral (a
"Contract") to which any of the Companies or the Subsidiary is a party, or by or
to which the Companies or the Subsidiary or the properties, assets or operations
of the Companies or the Subsidiary may be subject, of a type described below (a
"Scheduled Contract"), and the Companies have made available to Buyer for its
review true and complete copies of each, except such agreements and contracts as
are cancelable without penalty by any of the Companies and the other parties to
such contract or agreement with 30 days prior written notice:





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<PAGE>   42



                  (i)   Employee Agreement;

                  (ii) employee collective bargaining agreement or other
      contract with any labor union;

                  (iii) covenant of any of the Companies or the Subsidiary not
      to compete or other covenant of any of the Companies or the Subsidiary
      restricting the development, manufacture, marketing or distribution of the
      products and services of any of the Companies or the Subsidiary;

                  (iv) Contract with (A) any Stockholder or any Affiliate or
      relative of any Stockholder or (B) any current or former officer, director
      or employee of any of the Companies, the Subsidiary or any Affiliate of
      the Companies or the Subsidiary (other than Employee Agreements);

                  (v) lease, sublease or similar agreement with any Person under
      which any of the Companies or the Subsidiary is a lessor or sublessor of,
      or makes available for use to any Person, (A) any Company Property or (B)
      any portion of any premises otherwise occupied by any of the Companies or
      the Subsidiary;

                  (vi) lease, sublease or similar agreement with any Person
      under which (A) any of the Companies or the Subsidiary is lessee of, or
      holds or uses, any machine, equipment, vehicle or other tangible personal
      property owned by any Person, except for short-term rentals of equipment
      in the ordinary course of business not exceeding a material amount
      individually or in the aggregate, or (B) any of the Companies or the
      Subsidiary is a lessor or sublessor of, or makes available for use by any
      Person, any tangible personal property owned or leased by any of the
      Companies or the Subsidiary, in any such case which has a material future
      liability or receivable (for purposes of this subsection (vi) only,
      "material" shall mean in excess of $25,000.00);

                  (vii) continuing Contract for the future purchase of materials
      or products which has a material aggregate future liability to any Person
      (for purposes of this subsection only, "material" shall mean in excess of
      $25,000.00);

                  (viii) (A) continuing Contract for the future purchase of
      supplies or equipment, (B) management, service, consulting or other
      similar type of Contract or (C) advertising agreement or arrangement, in
      any such case which has a material aggregate future liability to any
      Person (for purposes of this subsection only, "material" shall mean in
      excess of $10,000.00);

                  (ix) material license, option or other agreement relating in
      whole or in part to Intellectual Property (including any license or other
      agreement under which any of the Companies or the Subsidiary is licensee
      or licensor of any such Intellectual Property) or to trade secrets,
      confidential information or




                                     34

<PAGE>   43



      proprietary rights and processes of any of the Companies, the Subsidiary 
      or any other Person or entity;

                  (x) Contract or other instrument under which any of the
      Companies or the Subsidiary has borrowed any money from, or issued any
      note, bond, debenture or other evidence of indebtedness to, any Person or
      any other note, bond, debenture or other evidence of indebtedness issued
      by any of the Companies or the Subsidiary to any Person;

                  (xi) Contract or other instrument under which (A) any Person
      has directly or indirectly guaranteed indebtedness, liabilities or
      obligations of the Companies or the Subsidiary or (B) any of the Companies
      or the Subsidiary has directly or indirectly guaranteed indebtedness,
      liabilities or obligations of any Person;

                  (xii) Contract or other instrument under which any of the
      Companies or the Subsidiary has directly or indirectly, made any advance,
      loan, extension of credit or capital contribution to, or other investment
      in, any Person;

                  (xiii) mortgage, pledge, security agreement, deed of trust or
      other instrument granting a Lien upon any Company Property, which Lien is
      completely and accurately set forth in Schedule 2.9;

                  (xiv) agreement or instrument providing for indemnification of
      any person with respect to liabilities relating to any current or former
      business of any of the Companies or the Subsidiary or any predecessor
      Person;

                  (xv) Contract or other arrangement that involves performances
      of services or delivery of goods or materials by any of the Companies or
      the Subsidiary of a material amount or value other than any Contract or
      other arrangement entered into in the ordinary course of business
      consistent (in amount and kind) with past practice (for purposes of this
      subsection only, "material" shall mean in excess of $25,000.00);

                  (xvi) Contract or other arrangement of any of the Companies or
      the Subsidiary including, without limitation, any partnership or joint
      venture agreement, any stock or asset acquisition agreement, any joint
      venture agreement and any strategic marketing or alliance agreement;

                  (xvii) Contract or other arrangement relating to the sale or
      purchase by any of the Companies or the Subsidiary of any properties,
      assets or business operations, other than the sale of inventory in the
      ordinary course of business, or for the grant of any option relating to
      any of the foregoing;

                  (xviii) Contract, agreement or other arrangement identified in
      Section 2.11(d)(ii); or





                                     35

<PAGE>   44



                  (xix) other agreement, contract, lease, license, commitment or
      instrument to which any of the Companies or the Subsidiary is a party or
      by or to which it or any of its assets or business is bound or subject
      which has a material aggregate future liability to any person (for
      purposes of this subsection only, "material" shall mean in excess of
      $10,000.00).

            Except as completely and accurately set forth in Schedule 2.16(a),
all Scheduled Contracts will continue to be legal, valid, binding, enforceable,
and in full force and effect against all the parties thereto on identical terms
following the Closing. There is no breach, violation or default by any of the
Companies or the Subsidiary and no event which, with notice or lapse of time or
both, would (A) constitute a breach, violation or default by any of the
Companies or the Subsidiary under any such Scheduled Contract or (B) give rise
to any lien or right of termination, modification, cancellation, prepayment,
suspension, limitation, revocation or acceleration against any of any of the
Companies or the Subsidiary under, any such Scheduled Contract. To the best
knowledge of the Companies, no other party to any of such Scheduled Contracts is
in arrears in respect of the performance or satisfaction of the terms and
conditions on its part to be performed or satisfied under any of such Scheduled
Contracts, no waiver or indulgence has been granted by or to any of the parties
thereto and no party to any of such Contracts has repudiated any provision
thereof.

            (b) No direct or indirect payments have been made to any person or
entity by any of the Companies, the Subsidiary or any of their Affiliates in
violation of, or that would violate, any Legal Requirement for the purposes of
inducing such person or entity to sell or purchase any products to or from any
of the Companies or the Subsidiary or any of their respective distributors,
brokers, agents or other representatives or to induce such person or entity not
to purchase or sell any items to or from any other person or entity. None of the
Companies or the Subsidiary nor any of their respective officers, directors or
employees has nor any Stockholder has, directly or indirectly, given or made or
agreed to give or make any improper or illegal commission, payment, gratuity,
gift, political contribution or similar benefit of any customer, supplier,
governmental employee or other person or entity who is or may be in a position
to assist or hinder any of the Companies or the Subsidiary or to assist any of
the Companies or the Subsidiary in connection with any actual or proposed
transaction relating to the Business or the Assets.

            (c) Except as completely and accurately set forth on Schedule
2.16(c), all Closing Date Retired Debt (as defined in Section 5.1(c)) may be
repaid and extinguished, in whole or in part, without any prepayment penalty or
premium.

      2.17 Insurance. Schedule 2.17 sets forth a true, complete and accurate
list of, and the Companies have made available to Buyer or its representatives
for its review true, complete and accurate copies of, all insurance policies
(including all policies or binders of fire, liability product liability,
worker's compensation, vehicular and other insurance and all surety and fidelity
bonds with respect to the Assets and the Business, and all pending applications
for any of the foregoing) currently in force and effect. Such policies, binders
and bonds are valid and binding in accordance with their terms


                                     36

<PAGE>   45



and are in full force and effect. All premiums and fees due and payable under
such insurance policies binders and bonds have been paid. Except as set forth on
Schedule 2.17, none of the Companies nor the Subsidiary is in default with
respect to any provision contained in any insurance policy, binder or bond and
none of them has failed to give any notice or present any claim under any policy
or binder in due and timely fashion. Except for claims that are completely and
accurately set forth on Schedule 2.17, there are no material outstanding unpaid
claims under any instrument, policy or binder, and none of the Companies nor the
Subsidiary has received any notice of cancellation or non-renewal of any
instrument, policy or binder. Except as completely and accurately set forth on
Schedule 2.17, none of the Companies nor the Subsidiary has received any notice
from any of its insurance carriers that any insurance premiums will be increased
in the future or that any insurance coverage listed on Schedule 2.17 will not be
available in the future on substantially the same terms as now in effect.

      2.18  Environmental Matters.

            (a) Except as completely and accurately disclosed on Schedule 2.18:

                  (i) no Hazardous Substances have been used, generated,
      manufactured, stored or treated, or disposed of or in any other way
      released on, under or about any Company Property or transported to or from
      any Company Property, except in compliance with applicable Environmental
      Laws;

                  (ii) none of the Companies nor the Subsidiary is currently
      operating or required to be operating under any compliance order,
      schedule, decree or agreement, any consent decree, order or agreement,
      and/or any corrective action decree, order or agreement issued or entered
      into under any Environmental Law and is not subject to any reclamation or
      remediation requirements under applicable Environmental Laws, or any
      reporting requirements related to such order, schedule, decree, agreement
      or reclamation or remediation requirements;

                  (iii) none of the Companies nor the Subsidiary has received
      any notification that it has been named as a potentially responsible party
      under, and none of the Company Property has been designated as a facility
      that is subject to an existing or potential claim under, CERCLA or any
      other Environmental Law, and none of the Company Property is subject to
      any lien arising under Environmental Laws;

                  (iv) the Companies and the Subsidiary have all Environmental
      Permits necessary to operate the Assets and the Business and facilities in
      compliance with applicable Environmental Laws and the Companies will not
      be required under existing Environmental Laws to install additional
      environmental or pollution control equipment or make other capital
      expenditures in order to comply, or remain in compliance, with
      Environmental Laws;





                                     37

<PAGE>   46



                  (v) there are no underground storage tanks located on or under
      any Company Property and any underground storage tank previously removed
      from any Company Property was removed in accordance with applicable
      Environmental Laws;

                  (vi) there are no writs, injunctions, decrees, orders or
      judgments outstanding, or lawsuits, claims, proceedings or investigations
      pending or threatened against any of the Companies or the Subsidiary
      relating to the ownership, lease or use of any Company Property under or
      in respect of any Environmental Laws,

                  (vii) the Companies have provided the Buyer copies of all
      environmental audits, assessments or other evaluations in its possession
      or subject to its control prepared with respect to the Business or any
      Company Property;

                  (viii) no asbestos or polychlorinated biphenyl are present on
      or at any Company Property;

                  (ix) except for noncompliances that have been corrected and
      cannot cause the Buyer or the Companies or the Subsidiary to incur any
      Environmental Liability, each of the Companies and the Subsidiary has
      conducted its respective business and operations in compliance with all
      material limitations, restrictions, conditions, standards, prohibitions,
      requirements and obligations established under Environmental Laws;

                  (x) there are no obligations, undertakings or liabilities
      arising out of or relating to Environmental Laws that any of the Companies
      or the Subsidiary has agreed to, assumed or retained, by contract or
      otherwise; and

                  (xi) no facts or circumstances exist that impose or could
      reasonably be expected to impose Environmental Liabilities on any of the
      Companies or the Subsidiary.

In specific, but not by way of limitation, Buyer shall have the right to inspect
or test, including soil and groundwater sampling, or, at its sole cost and
expense, contract with a third party to inspect and test, for purposes of
confirming the presence of all Environmental Permits and assessing compliance
with and obligations under Environmental Laws.

      2.19 Brokers or Finders. None of the Companies has engaged any Person to
act on its behalf who would have any claim against Buyer or the Subsidiary
following consummation of the Contemplated Transactions for brokerage or
finder's fees or agent's commissions or other similar payments in connection
with this Agreement or the Contemplated Transactions.





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<PAGE>   47



      2.20 Labor Matters. Except as completely and accurately set forth on
Schedule 2.20, (i) each of the Companies and the Subsidiary are in compliance
with all applicable federal, state and local laws, rules and regulations
respecting employment, employment practices, labor terms and conditions of
employment and wages and hours, (ii) none of the Companies nor the Subsidiary is
involved in or threatened with any labor dispute, grievance or litigation
relating to labor matters involving any Employee, including, without limitation,
violation of any federal, state or local labor, safety or employment laws,
charges of unfair labor practices or discrimination complaints, (iii) none of
the Companies nor the Subsidiary is presently, nor has been within the past
twelve months, bound by or subject to (and none of the Assets is bound by or
subject to) any written or oral, express or implied, commitment or arrangement
with any labor union, no such commitment or arrangement is currently being
negotiated and no labor union has requested or, to the best knowledge of any of
the Companies has sought to represent any of the Employees, representatives or
agents of any of the Companies or the Subsidiary (iv) there is no labor strike,
dispute, slowdown or stoppage pending, or, to the best knowledge of the
Companies, threatened against or involving any of the Companies or the
Subsidiary, and (v) to the best knowledge of the Companies, no salaried key
Employee has any plans to terminate his or her employment with any of the
Companies or the Subsidiary.

      2.21  Intellectual Property.

            (a) Schedule 1.2(b)(vii) includes a true, complete and accurate list
of all Intellectual Property held or owned by any of the Companies or the
Subsidiary or in which any of the Companies or the Subsidiary has any interest
and is all the Intellectual Property necessary for use in the Business as
presently conducted. Except as completely and accurately set forth on Schedule
2.21, (a) one or more of the Companies or the Subsidiary owns or has the
perpetual right to use, without payment to or interference from any Person, all
Intellectual Property identified in Schedule 1.2(b)(vii), such Intellectual
Property being valid, enforceable and in good standing. None of the Companies
knows of, nor has it received any notice of any claim for infringement or
interference or other conflict with the asserted rights of others with respect
to any Intellectual Property and one or more of the Companies or the Subsidiary
own all such Intellectual Property free and clear of all Liens, except Permitted
Liens.

            (b) One or more of the Companies or the Subsidiary owns or has the
right to use all inventions (whether or not patentable), all proprietary rights
and all business information (including without limitation, ideas, research and
development, know-how, formulas, compositions, manufacturing and production
processes and techniques, technical data, designs drawings, specifications,
customer/subscriber lists, supplier lists, pricing and cost information and
business and marketing plans and proposals) (collectively "Trade Secrets")
necessary for the operation of the Business as presently conducted, free and
clear of all Liens, and no Trade Secret has been challenged or misappropriated
in any way or to the best knowledge of the Companies, has any proceeding been
threatened with respect thereto and none of the subject matter




                                     39

<PAGE>   48



of any such Trade Secret has been misappropriated or is alleged to have been
misappropriated from any Person.

      2.22 Effect of Transaction. Except as completely and accurately set forth
in Schedule 2.22, none of the Companies has any reasonable basis to believe that
any creditor, employee, client, customer, supplier, distributor or other Person
having a material business relationship with any of the Companies or the
Subsidiary intends to change such relationship because of the Contemplated
Transactions.

      2.23 No Material Omissions. To the knowledge of the Companies, there are
no facts or circumstances that are material to the Business or the Assets that
have not been disclosed to the Buyer in this Agreement or in the Exhibits or
Schedules.

      2.24 Suppliers. Except as completely and accurately set forth in Schedule
2.24, no single supplier or distributor accounted for more than 5% of the
services or merchandise purchased by the Companies and the Subsidiary during the
year ended December 31, 1996, or during the six months ended June 30, 1997, and
no single supplier or distributor is expected to account for more than 5% of
such services or merchandise during the twelve-month period ending June 30,
1998. Except as completely and accurately set forth in Schedule 2.24, since the
date of the Balance Sheet there has not been (i) any material adverse change in
the business relationship of the Companies or the Subsidiary with any supplier
or distributor of services or merchandise identified in Schedule 2.24 or (ii)
any change in any material term (including credit terms) of the supply
agreements or related arrangements with any such supplier.

      2.25 Customers. Except as completely and accurately set forth in Schedule
2.25, no single customer accounted for more than 5% of the combined sales of the
Companies and the Subsidiary during the year ended December 31, 1996, or during
the six months ended June 30, 1997, and no single customer is expected to
account for more than 5% of such sales during the twelve months ended June 30,
1998. Except as completely and accurately set forth in Schedule 2.25 since the
date of the Balance Sheet there has not been (i) any adverse change in the
business relationship of the Companies or the Subsidiary with any customer
identified in Schedule 2.25 or (ii) any change in any term (including credit
terms) of the sales agreements or related agreements with any such customer.
Except as set forth on Schedule 2.25, during the past two years, none of the
Companies nor the Subsidiary has received any customer complaints concerning its
products and services, nor have they had any of their products returned by a
purchaser thereof, other than complaints and returns in the ordinary course of
business.

      2.26 Performance Bonds; Letters of Credit. There are no performance or
similar bonds or letters of credit currently posted by the Companies or any of
their Affiliates for the purpose of operating the Assets.

      2.27 Solvency. Each Company is not now insolvent, nor will any of the
Companies be rendered insolvent by the occurrence of the Contemplated
Transactions. In addition, immediately after giving effect to the consummation
of the Contemplated




                                     40

<PAGE>   49



Transactions, (i) each of the Companies will be able to pay its debts as they
become due, (ii) the property of the Companies does not and will not constitute
unreasonably small capital, and each of the Companies will not have unreasonably
small capital and will have sufficient capital with which to conduct its
business and/or to wind up its affairs and dissolve and (iii) there will be no
pending or threatened litigation or final judgments against any of the Companies
in any action for money damages that is reasonably anticipated to be rendered at
a time when, or in amounts such that any of the Companies will be unable to
satisfy any such judgments promptly in accordance with their terms (taking into
account the maximum probable amount of such judgments in any such actions and
the earliest reasonable time at which such judgments might be rendered). The
cash available to each Company, after taking into account all other anticipated
uses of the cash of each Company, will be sufficient to pay all such judgments
promptly in accordance with their terms. As used in this Section, (x)
"insolvent" means, for any Person, that the sum of the present fair saleable
value of its assets does not and/or will not exceed its debts and other probable
liabilities, and (y) the term "debts" includes any legal liability, whether
matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent,
disputed or undisputed or secured or unsecured.

      B. Each Stockholder, severally but not jointly, represents and warrants to
Buyer solely with respect to such Stockholder individually and not with respect
to any other Stockholder as follows:

      2.28 Authority. Such Stockholder has all requisite legal right, power,
capacity and authority to execute and deliver this Agreement and to perform his
obligations hereunder. This Agreement has been duly executed by such Stockholder
and constitutes the legal, valid and binding obligation of such Stockholder,
enforceable against him in accordance with its terms, except to the extent that
enforceability may be limited by bankruptcy, insolvency or other similar laws
affecting creditors' rights generally.

      2.29 No Conflict With Laws. The execution, delivery and performance of
this Agreement by such Stockholder and the consummation of any of the
Contemplated Transactions will not, directly or indirectly (with or without
notice or the lapse of time) except for the applicable requirements of the HSR
Act, contravene, conflict with, or result in a violation or breach of or default
under (with or without due notice or lapse of time, or both), require filing
with or obtaining consent from Governmental Body or other Person or entity
under, or give any Governmental Body or other person or entity under, or give
any Governmental Body or other person or entity the right to challenge any of
the Contemplated Transactions or to exercise any remedy or obtain any relief in
any such instance under any Legal Requirement or any Order to which such
Stockholder is subject.

      2.30 No Brokers. Such Stockholder has not engaged any Person to act on his
behalf who would have any claim against Buyer or the Subsidiary for brokerage or
finders' fees or agent commissions or other similar payments in connection with
this Agreement or the Contemplated Transactions.



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<PAGE>   50




      2.31  Foreign Person.  Such Stockholder is not a foreign person within the
meaning of Code Section 1445.

      2.32 No Assets. Such Stockholder does not own, directly or indirectly,
except through the Companies or the Subsidiary, any assets, rights, franchises
or properties used or useful in the Business.


                                  ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF BUYER

      Buyer represents and warrants to the Sellers as follows:

      3.1 Organization and Good Standing. Buyer is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware, duly qualified as a foreign corporation and in good standing under
the laws of all states and other jurisdictions in which the transaction of its
business requires such qualification.

      3.2   Authority; No Conflict.

            (a) The Buyer has all requisite corporate right, power and authority
to execute and deliver this Agreement and to perform fully its obligations
hereunder. The execution and delivery of this Agreement and the consummation by
the Buyer of the transactions contemplated hereby have been duly authorized by
all necessary corporate action and no other corporate proceedings on the part of
the Buyer are necessary to authorize this Agreement or to consummate the
Contemplated Transactions. This Agreement has been duly executed by the Buyer
and constitutes the legal, valid and binding obligation of the Buyer,
enforceable against the Buyer in accordance with its terms, except to the extent
that enforceability may be limited by bankruptcy, insolvency or other similar
laws affecting creditors' rights generally.

            (b) Except as completely and accurately set forth in Schedule 3.2,
neither Buyer's execution and delivery of this Agreement nor the consummation or
performance by Buyer of any of the Contemplated Transactions will give any
person the right or ability to prevent, delay, or otherwise interfere with any
of the Contemplated Transactions pursuant to:

                  (i)   any provision of the Certificate of Incorporation or 
      Bylaws of Buyer;

                  (ii) any Legal Requirement or Order to which Buyer may be
      subject; or

                  (iii) any contract, agreement, arrangement or commitment,
      written or oral to which Buyer is a party or by which Buyer may be bound.




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<PAGE>   51




      3.3 Certain Proceedings. There is no pending proceeding that has been
commenced against Buyer and that challenges, or may have the effect of
preventing, materially delaying making illegal, or otherwise interfering with,
any of the Contemplated Transactions.

      3.4 Brokers or Finders. Buyer has incurred no obligation or liability,
contingent or otherwise, and has not engaged any Person to act on its behalf who
would have any claim against any Seller for brokerage or finders' fees or
agents' commissions or other similar payments in connection with this Agreement
or any of the Contemplated Transactions.

      3.5 Financial Capacity. The Buyer's Balance Sheet at July 31, 1997, a true
and correct copy of which has heretofore been delivered to the Representatives,
accurately reflects its financial position on such date in all material respects
and to the best of Buyer's knowledge, there has been no events since such date
that would have a material adverse effect on such financial condition.

                                  ARTICLE IV

                           COVENANTS OF THE SELLERS

      4.1 Access. During the period commencing on the date of this Agreement and
continuing through the Closing Date, the Sellers shall (i) afford to Buyer and
its representatives full and complete access during normal business hours, upon
reasonable advance notice, to the personnel, properties, contracts, books and
records, and other documents and data of the Companies and the Subsidiary, (ii)
furnish Buyer and its representatives with copies of all such contracts, books
and records (including, but not limited to, Tax Returns), and other existing
documents and data as Buyer and its representatives may reasonably request, and
(iii) furnish Buyer and its representatives such additional financial,
operating, and other data and information as Buyer and its representatives may
reasonably request, all of which shall be done under the supervision of such
representatives of the Sellers and as may be designated from time to time in
writing to Buyer. In addition, between the date of this Agreement and the
Closing Date, the Sellers will allow Buyer to meet with representatives of
certain of the Companies' and the Subsidiary's customers in order to confirm
that satisfactory business relationships exist between the Companies and/or the
Subsidiary, as applicable, and such customers. No investigation or receipt of
information shall affect any representation or warranty of the Sellers contained
in this Agreement or the conditions to the obligations of Buyer specified in
this Agreement.

      4.2 Operation of the Business. Between the date of this Agreement and the
Closing Date, unless otherwise agreed to in writing by Buyer, the Sellers will:

                  (i) except as otherwise allowed or required pursuant to the
      terms of this Agreement, conduct the business and operations of each of
      the Companies and the Subsidiary only in the ordinary course in a manner
      consistent with past practice;



                                     43

<PAGE>   52




                  (ii) use best efforts to preserve intact the current business
      organizations of each of the Companies and the Subsidiary, keep available
      the services of the current officers, employees, and agents of each of the
      Companies and the Subsidiary, and maintain the relations and goodwill with
      all suppliers, customers, licensers, licensees, landlords, trade
      creditors, Employees, agents, and others having business relationships
      with each of the Companies or the Subsidiary;

                  (iii) confer with Buyer concerning operational matters of a
      material nature;

                  (iv) maintain in full force and effect the insurance described
      in Section 2.17 or insurance providing at least comparable coverage;

                  (v) maintain all the properties and assets of the business and
      operations of each of the Companies and the Subsidiary in the ordinary
      course consistent with past practice;

                  (vi) maintain its books and records in the usual, regular and
      ordinary manner, on a basis consistent with prior years;

                  (vii) perform and comply with its obligations under all
      Contracts in the ordinary course of business consistent with past
      practice;

                  (viii) promptly advise Buyer of any change in circumstances
      which arises prior to the Closing, which would make any representation or
      warranty set forth in this Agreement untrue if such state of facts had
      existed on the date of execution of this Agreement.

                  (ix) furnish to Buyer copies of all financial statements and
      certificates and reports concerning operation of the business, as and when
      such financial statements, certificates and reports are delivered to any
      Seller or pursuant to any Scheduled Contract; and

                  (x) report periodically to Buyer concerning the status and
      operation of the business and operations of each of the Companies and the
      Subsidiary.

      4.3 Conduct of Business of the Companies. Except as contemplated by this
Agreement or with the prior written consent of Buyer, during the period from the
date hereof to the Closing, none of the Companies will, or will permit not cause
the Subsidiary to:

                  (i) except for increases in salary, wages and benefits of
      officers (other than executive officers) or Employees of the Companies or
      the Subsidiary in the ordinary course of business in accordance with past
      practice, increase the compensation or benefits payable or to become
      payable to any Employee, or pay any benefit not required by any existing
      plan or arrangement or grant any




                                     44

<PAGE>   53



      severance or termination pay to (except pursuant to existing agreements or
      policies), or enter into or amend any Employee Agreement or establish,
      adopt, enter into, or amend or fund any payments owing under, or
      accelerate the vesting of any benefits under, any Company Benefit Plan,
      except in each case to the extent required by applicable law;

                  (ii) acquire, sell, lease or dispose of any assets (except raw
      materials, in the ordinary course of business) which are material to the
      Companies or the Subsidiary, or enter into any commitment to do any of the
      foregoing or enter into any material commitment or transaction (except in
      the ordinary course of business not exceeding a material amount
      individually or in the aggregate; for purposes of this parenthetical only,
      "material" shall mean in excess of $50,000.00);

                  (iii) (A) create, incur, assume or prepay any indebtedness for
      borrowed money (including obligations in respect of capital leases) except
      for short-term debt in the ordinary course of business consistent with
      past practice under existing lines of credit, (B) assume, guarantee,
      endorse or otherwise become liable or responsible (whether directly,
      contingently or otherwise) for the obligations of any other Person or (C)
      make any loans, advances or capital contributions to, or investments in,
      or enter into any "keep well" arrangements or other agreement to maintain
      the financial condition of, any other Person;

                  (iv) acquire or agree to acquire by merging or consolidating
      with, or by purchasing a substantial portion of the stock or assets of, or
      by any other manner, any business or any corporation, partnership, joint
      venture, association or other business organization or division thereof;

                  (v) pay, discharge or satisfy any claims or liabilities,
      except for the payment, discharge or satisfaction of liabilities in the
      ordinary course of business consistent with past practice or in accordance
      with their terms as in effect on the date hereof or waive, release, grant,
      or transfer any rights of material value or modify in any material respect
      any existing Contract, other than in the ordinary course of business
      consistent with past practice;

                  (vi) (A) make any material Tax election, (B) settle or
      compromise any material Tax Liability or (C) extend or waive any statute
      of limitations in respect of Taxes;

                  (vii) mortgage, pledge or subject to any Encumbrance any of
      its properties or assets, tangible or intangible;

                  (viii) take any action that would cause any of the
      representations and warranties contained in Article II A. to be untrue at
      the date made or any future date or would result in any of the conditions
      to the consummation of the Contemplated Transactions not being fulfilled;
      or




                                     45

<PAGE>   54



                  (ix) authorize or agree in writing or otherwise to take any of
      the foregoing actions.

      4.4 Third Party Consents; FTC Notification. Prior to the Closing, each of
the Companies will use commercially reasonable efforts to obtain all consents
required from third parties that are party to Contracts or Scheduled Leases to
the Contemplated Transactions. To the extent required by law, each Seller shall
file or cause to be filed promptly with the Federal Trade Commission (the "FTC")
and the United States Department of Justice (the "Justice Department") all
reports or other documents required to be filed by the Sellers under the HSR
Act, concerning the transactions contemplated hereby, and to promptly comply
with or cause to be complied with any requests by the FTC or Justice Department
for additional information concerning such transactions, so that the waiting
period specified in the HSR Act shall expire as soon as practicable after the
execution and delivery of this Agreement. Each Seller shall furnish or cause to
be furnished to Buyer such information as Buyer reasonably requires for the
purposes of performing Buyer's obligations under Section 5.1(b) hereof. All
filing fees paid pursuant to the HSR Act will be paid by Buyer.

      4.5 Best Efforts. Without the prior written consent of Buyer, no Seller
shall take any action that would cause or reasonably be expected to tend to
cause the conditions to the obligations of the parties under this Agreement not
to be fulfilled, including, without limitation, taking or causing to be taken,
or permitting or suffering to be taken or to exist any action, condition or
thing that could cause the representations or warranties made by any of the
Sellers herein not to be true, complete and accurate as of the Closing. Sellers
shall use commercially reasonable efforts to obtain any consents of Governmental
Bodies, suppliers, and other Persons required in order for the Companies to sell
and transfer the Business pursuant to this Agreement. If any of the foregoing
shall require the consent of any party other than a party hereto, then this
Agreement shall not constitute an agreement to assign the same, and such items
shall not be assigned to or assumed by Buyer if an actual or attempted
assignment thereof would constitute a breach or default thereunder. Sellers
shall use commercially reasonable efforts to obtain such consents to the extent
required of such other parties. If any such consent cannot be obtained, the
Sellers will cooperate in any reasonable arrangement designed to obtain for
Buyer all benefits and privileges of the applicable instrument, contract,
license, document or permit.

      4.6 Change of Companies' Name. Immediately following the Closing, the
Companies shall cease to use the Names or any similar name and as soon as
practical thereafter will file with the office of the Secretary of State of the
states of their incorporation all documents necessary to change the names of the
Companies to a name reasonably satisfactory to the Buyer. Pending the
effectiveness under the applicable corporate statutes of the Companies' name
change, the Companies shall file all necessary documentation with the
appropriate governmental authorities to evidence their doing business as
entities using a name other than the Name. The Companies shall also take the
equivalent action with respect to such name in any other jurisdiction where it
has been, or is licensed to be used.





                                     46

<PAGE>   55



      4.7   Vacate Real Property.  Each of the Sellers shall vacate all of the 
Company Property on the Closing Date.

      4.8   Title Policy and Surveys.

                  (a) Sellers shall, as soon as practicable and no later than
the fifth day prior to the Closing Date, furnish to Buyer an Owners Title Policy
Commitment (the "Commitment") issued by a title company satisfactory to Buyer
committing and binding said title company to issue to Buyer an Owners Title
Policy in an amount not to exceed $400,000, which shall show good and
indefeasible title to the Owned Property to be vested in DWS and shall contain
or be subject to no exceptions, conditions or stipulations except ad valorem
Taxes for the current year or other matters approved in writing by Buyer (the
"Title Policy"). The survey exception shall be deleted from the Title Policy.

                  (b) In the event there are any Liens of any nature affecting
the Owned Property or its use, the Commitment shall list and specifically
describe all instruments (including all pertinent recording data thereof)
embodying, containing or evidencing each and all of said Liens, and a true copy
of each of said instruments shall be attached to said Commitment for examination
by Buyer.

                  (c) Sellers shall, at their expense, obtain and furnish to
Buyer current date as-build surveys (the "Surveys") of the Owned Property (1)
showing all boundaries and the location of all existing improvements thereon,
(2) showing any and all easements, rights-of-way and encroachments, and (3)
containing a statement of the area of the Owned Property so that the exception
relating to matters which a correct survey would show may be deleted from the
title policy to be issued to Buyer.

                  (d) Buyer shall advise Sellers whether it accepts said Surveys
and Commitment as soon as practicable after receipt thereof.

      4.9 No Negotiation. Until such time, if any, as this Agreement is
terminated pursuant to Article VIII, none of the Sellers will, nor will they
permit any of their respective representatives to, directly or indirectly
solicit, initiate or encourage any inquiries, offers or proposals from, discuss
or negotiate with or execute any agreement regarding or provide any information
to, any Person (other than Buyer) relating to any transaction involving the sale
of the Business or Assets or of any of the capital stock or any other equity
securities of the Companies or the Subsidiary (including by way of an initial
public offering), or any merger, consolidation, business combination,
liquidation, recapitalization, dissolution or similar transaction involving the
Companies or the Subsidiary (collectively, "Sale Proposals") or any other
transaction the consummation of which would or could reasonably be expected to
impede, interfere with, prevent or materially delay the Contemplated
Transactions or which that or could reasonably be expected to materially dilute
the benefits to Buyer of the Contemplated Transactions. If any such inquiries or
Sale Proposals are received by, or any such information is requested from or any
such negotiations or discussions are sought to be initiated with any Seller,
then the Sellers will promptly notify Buyer of the nature,




                                     47

<PAGE>   56



terms and status of the foregoing and the identity of the inquiring party and
provide Buyer with a copy of all written materials provided in connection with
such Sale Proposal. Until such time, if any, as this Agreement is terminated
pursuant to Article VIII, none of the Sellers will accept any Sale Proposal from
any Person or entity other than Buyer.

      4.10 Phase I Environmental Studies. The Companies shall, at their sole
cost and expense, deliver to Buyer at least five business days prior to the
Closing, a Phase I Environmental Survey (or its equivalent) conducted by a third
party acceptable to Buyer on each of the Companies Properties identified on
Schedule 4.10 (collectively, the "Phase I Surveys").


                                   ARTICLE V

                                OTHER COVENANTS

      5.1   Further Actions.

            (a) Upon the terms and subject to the conditions set forth in this
Agreement each of the parties agrees to use commercially reasonable efforts to
take, or cause to be taken all actions, and to do, or cause to be done, and to
assist and cooperate with the other parties in doing, all things necessary,
proper or advisable to consummate and make effective, in the most expeditious
manner practicable, the Contemplated Transactions. Each of Buyer and the Sellers
will use commercially reasonable efforts to cooperate with one another (i) in
promptly determining whether any filings are required to be made or Permits are
required to be obtained (or, which if not obtained, would result in an event of
default, termination or acceleration of any agreement or any put right under any
agreement) under any Legal Requirement or from any Governmental Body or third
parties, including parties to loan agreements or other debt instruments or
Contracts, in connection with the Contemplated Transactions and (ii) in promptly
making any such filings, in furnishing information required in connection
therewith and in timely seeking to obtain any such consents, approval, permits
or authorizations.

            (b) To the extent required by law, Buyer shall file promptly all
reports or other documents required or requested by the FTC or Justice
Department under the HSR Act concerning the transactions contemplated hereby,
and comply promptly with any requests by the FTC or Justice Department for
additional information concerning such transactions, so that the waiting period
specified in the Act shall expire as soon as practicable after the execution and
delivery of this Agreement. Buyer shall furnish to the Sellers such information
concerning Buyer as the Sellers need to perform their obligations under Section
4.4 of this Agreement and Buyer agrees that all filing fees required to be paid
pursuant to the HSR Act will be paid by Buyer.

            (c) Each of the Companies will provide, and will cause its officers
and employees to provide, all necessary cooperation in connection with the
arrangement of




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<PAGE>   57



Buyer's incurrence of any indebtedness (the "Borrowing") to be consummated
contemporaneous with or at or after the Closing in respect of the Contemplated
Transactions, including without limitation, the execution and delivery of any
commitment letters, underwriting or placement agreements, pledge and security
documents, other definitive financing documents, consents, or other requested
certificates or documents, provided that such execution and delivery of
documents are contingent upon the Closing of the Contemplated Transactions. In
addition, in conjunction with the obtaining of any such financing, at the
request of Buyer, the Companies will call for prepayment or redemption of the
indebtedness of the Companies to be assumed by Buyer pursuant to Section
1.4(a)(i) (the "Closing Date Retired Debt"); provided that no such prepayment or
redemption shall actually be made until contemporaneously with or after the
Closing and provided that such call or notice is contingent upon the Closing.
Each of the Companies will cooperate with Buyer and use commercially reasonable
efforts to assist Buyer in arranging for the repayment of all Closing Date
Retired Debt and the release of any liens, financing statements and other Liens
relating thereto.

            (d) Prior to the Closing, each of the Companies will use
commercially reasonable efforts to cooperate with Buyer and to assist Buyer's
outside auditors, and to cause the Companies' existing outside auditors or
accountants (the "Company Auditors") to assist Buyer's outside auditors, in the
preparation of audited financial statements as of and for the years ending
December 31, 1995 and 1996 and unaudited financial statements as of and for the
nine months ended September 30, 1997, and any other audited, unaudited, pro
forma or other financial statements that may be reasonably requested by Buyer
for filing with the Commission in connection with any filings that may be made
by Buyer under the Securities Act or the Exchange Act or pursuant to a private
placement of the securities of Buyer in connection with the Contemplated
Transactions, including in connection with any financing to be obtained by Buyer
through the private or public debt or equity markets. The fees and expenses of
any audit and other procedures conducted by Buyer's outside auditors and by the
Company Auditor pursuant to the preceding sentence shall be borne entirely by
the Buyer.

      5.2 Transfer Taxes. The parties agree that inasmuch as the Assets include
substantially all the operating assets of the Companies, the sale and purchase
of the Assets, other than the Vehicles, are exempt from sales and use taxes in
the jurisdictions in which the Assets are located pursuant to the bulk sale or
occasional sale provisions in the applicable statutes in such jurisdictions, and
that all parties hereto shall treat the transfer of the Assets provided for
herein as a bulk or occasional sale for all purposes; provided, however, that to
the extent it shall be determined after the date of the Agreement that, through
no fault or misrepresentation on the part of any Seller, the sale by the
Companies and the purchase by Buyer of all or any portion of the Assets
(including the Vehicles) is subject to a sale, use or other transfer tax, then
such tax shall be paid by Buyer. The Sellers shall cooperate with Buyer in the
preparation, execution and filing of any Tax Returns that may be required in
connection with such Taxes and any related filing fees, notarial fees and other
costs.





                                     49

<PAGE>   58



      5.3 Public Announcements. Neither Buyer, on the one hand, nor any of the
Sellers, on the other hand, will issue any press release or public statement
with respect to the Contemplated Transactions without the other party's prior
written consent, which consent shall not be unreasonably withheld; provided,
however, that the parties may make such disclosures as are required by law after
making reasonable efforts in the circumstances to consult in advance with the
other parties.

      5.4 Non-competition. For purposes of the representations, warranties and
covenants contained in Sections 5.4(a) through 5.4(i) only, the reference to
"Seller" shall not include Edrick Fontenot.

            (a) Each Seller acknowledges that pursuant to this Agreement that
Buyer has purchased from the Sellers the goodwill of the Companies and the
Business and that to induce Buyer to pay the Purchase Price for the Assets
constituting the Business that the protection and maintenance of such goodwill
constitutes a legitimate interest to be protected by the Buyer by this covenant
not to compete. Therefore, each Seller agrees that for the period (the
"Noncompetition Period") commencing upon the date hereof and ending upon the
second anniversary (the "Ending Date") of a date (the "Termination Date") that
(i) in the case of a Seller who becomes an employee of Buyer or an Affiliate of
Buyer, the termination of the Seller's employment with the Buyer or an Affiliate
of Buyer and (ii) in the case of all other Sellers, the Closing Date, such
Seller shall not, directly or indirectly, either as an employee, employer,
consultant, agent, principal, partner, stockholder (other than as a stockholder
of 5% or less of a publicly traded company), corporate officer, director, or in
any other individual or representative capacity, engage or participate in any
business that is engaged in business (the "Companies Business") related to (i)
electric and directional wireline service business and tubular testing and
handling services in the oil and gas, hydrocarbon or geothermal drilling and
exploration industries, (ii) the pipeline testing industry, or (iii) providing
any other product or service currently provided by the Companies within each of
the sixty-four parishes in Louisiana and any other geographic area where the
Companies or the Buyer has engaged or engages on the Termination Date (such
entire geographic area is hereinafter referred to as the "Noncompetition Area").
Each Seller represents to the Buyer that the enforcement of the restriction
contained in this Section 5.4 would not be unduly burdensome to such Seller.
Each Seller further represents and acknowledges that such Seller has willingly
entered into this agreement not to compete and is willing and able to compete in
other geographical areas not prohibited by this Section 5.4.

            (b) Each Seller agrees that in addition to the application of the
provisions set forth in Article IX, a breach or violation of this covenant not
to compete by such Seller shall entitle the Buyer, as a matter of right, to an
injunction issued by any court of competent jurisdiction, restraining any
further or continued breach or violation of this covenant. Such right to an
injunction shall be cumulative and in addition to, and not in lieu of, any other
remedies to which the Buyer may show itself justly entitled. Further, each
Seller agrees that during any period in which such Seller is in breach of this
covenant not to compete, the time period of this covenant shall be extended for
the amount of time that such Seller is in breach hereof. Buyer




                                     50

<PAGE>   59



acknowledges and agrees that a breach of this covenant not to compete by a
Stockholder shall not entitle Buyer to indemnification by the other Sellers
jointly and severally pursuant to Section 9.2(a) or any rights to receive any
portion of the Escrow in excess of such breaching Stockholder's portion of the
Escrow, and that Buyer's recourse for any such breach or violation shall be
solely against the breaching Stockholder individually. The Sellers acknowledge
and agree that a breach or violation of this covenant not to compete by the
Companies shall be subject to indemnification by the Sellers jointly and
severally pursuant to Section 9.2(a)(ii), which shall not be subject to any
limitations under Section 9.4.

            (c) In addition to the restrictions set forth in paragraph (a) of
this Section 5.4, each Seller agrees that for the Noncompetition Period such
Seller will not, either directly or indirectly, (i) make known to any Person,
firm or corporation that is engaged in the Companies Business the names and
addresses of any of the customers of the Companies, Buyer or their Affiliates
relating to the Companies Business, potential customers of the Companies, Buyer
or their Affiliates relating to the Companies Business upon whom the Companies
or Buyer or their Affiliates have called upon in the 12-month period immediately
preceding the Termination Date or contacts of the Companies, Buyer or their
Affiliates relating to the Companies Business or any other information
pertaining to such Persons or (ii) call on, solicit, or take away, or attempt to
call on, solicit or take away any of the customers of the Buyer or its
Affiliates relating to the Companies Business, whether for such Seller or for
any other person, firm or corporation.

            (d) Each Seller agrees that for the Noncompetition Period such
Seller will not, either directly or indirectly, (i) solicit for employment or
employ, or allow any corporation or business entity controlled directly or
indirectly by or affiliated with such Seller to solicit for employment or
employ, any person that at that time is, or at any time during the 12-month
period immediately preceding the Termination Date was, an employee, consultant
or agent of the Companies Business or (ii) make known to any person, firm or
corporation that is engaged in the Companies Business, or executive recruiting
or search firms that have clients engaged in the Companies Business, the names
of any person that at that time is, or at any time during the 12-month period
immediately preceding the Termination Date was, an employee, consultant or agent
of the Buyer or its Affiliates relating to the Companies Business.

            (e) The representations and covenants contained in this Section 5.4
on the part of each Seller will be construed as ancillary to and independent of
any other provision of this Agreement, and the existence of any claim or cause
of action of any Seller against the Buyer or any officer, director, or other
Seller, whether predicated on this Agreement or otherwise, shall not constitute
a defense to the enforcement by the Buyer of the covenants of such Seller
contained in this Section 5.4.

            (f) If any Seller violates any covenant contained in this Section
5.4 and the Buyer brings legal action for injunctive or other relief, the Buyer
shall not, as a result of the time involved in obtaining the relief, be deprived
of the benefit of the full period of any such covenant. Accordingly, the
covenants of each Seller contained in this




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<PAGE>   60



Section 5.4 shall be deemed to have durations as specified above, which periods
shall be extended for the period commencing upon the date of entry by a court of
competent jurisdiction of a final judgment enforcing the covenants of each
Seller in this Section 5.4 and ending upon the second anniversary of such date.

            (g) The parties to this Agreement agree that the limitations
contained in this Section 5.4 with respect to geographic area, duration, and
scope of activity are reasonable. However, if any court shall determine that the
geographic area, duration, or scope of activity of any restriction contained in
this Section 5.4 is unenforceable, it is the intention of the parties that such
restrictive covenant set forth herein shall not thereby be terminated but shall
be deemed amended to the extent required to render it valid and enforceable.

            (h) In the event that any of the Sellers contests the validity or
enforceability of any of the provisions of this Section 5.4, then such Seller
hereby agrees to pay in a timely and prompt manner any and all legal fees and
expenses incurred by the Buyer from time to time as a result of such contesting
party's contesting of the validity or enforceability of any provision in this
Section 5.4; provided, however, the Buyer's fees and expenses shall not be paid
by such Seller in the event no part of this Section 5.4 is ultimately deemed
enforceable by a court of law or by settlement between the parties; and provided
further, however, nothing contained in this Section 5.4 shall obligate the Buyer
to pay any legal fees or expenses incurred by any Seller in connection with any
litigation by the Buyer against such Seller to enforce the terms of this Section
5.4 against such Seller.

            (i) With respect to each of Umphries, Marcantel and Soileau and the
other individuals listed on Schedule 6.6, the provisions of this Section 5.4
shall not be enforceable against such individual in the event such individual's
employment with Buyer is terminated by Buyer without "cause" (as such term is
defined under such individual's employment agreement with the Buyer); provided,
however, the provisions of this Section 5.4 will remain enforceable against such
individual in the event such individual's employment with Buyer is terminated by
Buyer without "cause" and Buyer continues to pay such individual his
then-existing salary during the Non-Competition Period.

      5.5 Purchase Price Allocation. The parties hereto agree that the Purchase
Price shall be allocated among the Assets as set forth on Schedule 5.5 hereto.
The parties further agree that any indemnified payments made pursuant to Section
9 hereof shall be treated as adjustment to the Purchase Price.

      5.6 Limitation on Assignments. Notwithstanding any other provision hereof,
this Agreement shall not constitute nor require an assignment to Buyer of any
Scheduled Contract, Scheduled Lease, Permit, license or other right if an
attempted assignment of the same without the consent of any party would
constitute a breach thereof or a violation of any law or any judgment, decree,
order, writ, injunction, rule or regulation of any Governmental Body unless and
until such consent shall have been obtained. In the case of any such Scheduled
Contract, Scheduled Lease, Permit, license




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<PAGE>   61



or other right that cannot be effectively transferred to Buyer without such
consent (a "Consent Required Contract"), the Sellers agree that between the date
hereof and the Closing Date they will use commercially reasonable efforts to
obtain or cause to be obtained the necessary consents to the transfer of any
Consent Required Contract. Buyer agrees to cooperate with the Sellers in
obtaining such consents and to enter into such arrangement of assumption as may
be reasonably requested by each required consenting party under a Consent
Required Contract. Schedule 5.6 sets forth each Consent Required Contract. In
the event that the Sellers shall have failed prior to the Closing Date to obtain
consents to the transfer of any Consent Required Contract and Buyer shall have
waived the conditions set forth in Section 6.12, the terms of this Section 5.6
shall govern the transfer of the benefits of each such contract. Seller and
Buyer shall use their best efforts after the Closing Date to obtain any required
consent to the assignment to, and assumption by, Buyer of each Consent Required
Contract that is not transferred to Buyer at the Closing (a "Nonassigned
Contract"). With respect to the Nonassigned Contracts and any of the Assets that
are not assignable by the terms thereof or consents to the assignment thereof
cannot be obtained as provided herein, such Assets shall be held by the
Companies in trust for the Buyer and shall be performed by the Buyer in the name
of the Companies and all benefits and obligations derived thereunder shall be
for the account of the Buyer; provided, however, that where entitlement of the
Buyer to such Assets hereunder is not recognized by any third party, the Seller
shall, at the request of the Buyer, enforce in a reasonable manner, at the cost
of and for the account of the Buyer, any and all rights of the Seller against
such third party.

      5.7   Stockholder Approval; Voting; Restriction on Disposition.

            (a) Each Stockholder hereby irrevocably (i) waives notice of a
meeting of shareholders for purpose of approving and adopting this Agreement as
contemplated by Section 121 of the Louisiana Business Corporation Law ("LBCL"),
(ii) approves and adopts, and consents to the approval and adoption of this
Agreement, the transfer of the Business and Assets as provided for herein and
all of the Contemplated Transactions, and (iii) waives any right to dissent or
seek any appraisal rights on account of the Contemplated Transactions. The
Companies and the Stockholders shall take such additional action as may be
necessary under the LBCL to approve the Contemplated Transactions.

            (b) Except as contemplated by this Agreement, prior to the earlier
of the Closing or the termination of this Agreement as provided for herein, each
of the Stockholders agrees that such Stockholder will not contract to sell,
sell, encumber or otherwise transfer or dispose of any shares of the Companies'
stock or any interest therein, or grant any option or other right in respect
thereof, or grant any voting rights with respect thereto, without the prior
written consent of Buyer.






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<PAGE>   62



                                  ARTICLE VI

                            CONDITIONS PRECEDENT TO
                         OBLIGATIONS OF BUYER TO CLOSE

      The obligations of Buyer to consummate the Contemplated Transactions is
subject to the satisfaction, at or prior to the Closing, of each of the
following conditions (any of which may be waived by Buyer, in whole or in part),
and each of the Sellers shall use commercially reasonable efforts to cause such
conditions to be fulfilled; provided, however, Buyer's election to proceed with
the closing of the Contemplated Transactions shall not be deemed a waiver of any
breach of any representation, warranty or covenant contained herein, whether or
not known to Buyer or existing on the Closing Date:

      6.1 Accuracy of Representations. Each of the representations and
warranties of the Sellers set forth in this Agreement shall have been true,
complete and accurate in all material respects as of the date of this Agreement,
and shall be true, complete and accurate in all material respects as of the
Closing Date as if made on the Closing Date, disregarding all references in such
representations and warranties to "material", "materially", "Material Adverse
Change", "in all material respects" or similar exceptions, with only such
exceptions as would not individually or in the aggregate have a Material Adverse
Effect. The Sellers shall have delivered to the Buyer certificates dated the
Closing Date, and in the case of each of the Companies, signed by its officers,
and in the case of each Stockholder, signed by the Stockholder or on his behalf
by the Representatives, to the effect set forth above in this Section 6.1 as to
the representations and warranties made by the Sellers in this Agreement.

      6.2 Performance. Each of the covenants and obligations that the Sellers
are required to perform or to comply with pursuant to this Agreement at or prior
to the Closing shall have been duly performed and complied with. The Sellers
shall have delivered to the Buyer certificates dated the Closing Date, and in
the case of each of the Companies, signed by its officers, and in the case of
each Stockholder, signed by the Stockholder on or his behalf by the
Representatives, to the effect set forth above in this Section 6.2 as to the
covenants and obligation that such Seller is required to perform or comply with
pursuant to this Agreement.

      6.3 No Proceedings. Since the date of this Agreement, no proceeding shall
have been commenced or threatened by a third party (a) involving any challenge
to, or seeking damages or other relief in connection with any of the
Contemplated Transactions, (b) that could reasonably be expected to have the
effect of preventing, delaying or restricting, making illegal, or otherwise
interfering with, or diminishing the value to Buyer of, any of the Contemplated
Transactions, or (c) that could reasonably be expected to have the effect, if
adversely decided, of restricting or interfering with the Business or Assets
after Closing or to have a Material Adverse Effect.

      6.4   No Prohibition. No Legal Requirement or Order shall be in effect (or
enacted, promulgated, passed, announced or proposed) that (a) prohibits,
restricts or




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gives rise to a cause of action with respect to any of the Contemplated
Transactions or (b) is not in effect on the date hereof, and restricts or
interferes with the Business or Assets after the Closing or could reasonably be
expected to have a Material Adverse Effect.

      6.5 No Material Adverse Change. During the period from the date hereof
through the Closing Date, there shall not have occurred any event that has had
or could reasonably be expected to have a Material Adverse Effect.

      6.6 Employment Agreements. Employment Agreements substantially in the form
of Exhibit E hereto shall have been duly executed and delivered by Buyer and
each of the individuals listed on Schedule 6.6 and with the salary amounts for
such individuals as listed on Schedule 6.6.

      6.7 Closing Documents. Buyer shall have received from the Sellers such
closing certificates, documents and opinions as Buyer and its counsel shall have
reasonably requested including, without limitation, those certificates and
documents to be delivered pursuant to Section 1.2(b).

      6.8 Non-Foreign Person Affidavit. Each Stockholder shall have delivered to
the Buyer a duly executed affidavit in the form set forth in Treasury
Regulations Section 1.1445-2(b)(2)(ii)(A) and a duly executed United States
Internal Revenue Service Form W-9.

      6.9 FTC Notification. All required filings under the HSR Act, if any,
shall have been made and the required waiting period or periods thereunder shall
have expired without governmental objection thereto.

      6.10 Other Agreements. The Escrow Agreement, the General Conveyance,
Transfer and Assignment, the Assumption Agreement and the Patent Assignment
shall have been executed by the Companies, the Stockholders and the
Representatives, as applicable.

      6.11 Consent Required Contracts. All consents of, and notices to, third
parties that are required under the Consent Required Contracts (defined in
Section 5.6) shall have been obtained and all notices to third parties of such
assignments shall have been sent in accordance with the provisions of such
Consent Required Contracts.

      6.12 Title Policy. Sellers shall have furnished to Buyer, at DWS' sole
expense, the Title Policy.

      6.13 Environmental Review Report. Buyer shall have received, at the
Companies' expense, the Phase I Surveys as to the absence of any evidence of
noncompliance with any Environmental Laws that could materially affect the
Business or Assets to be acquired.




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<PAGE>   64



      6.14 Audited Financial Statements. Buyer shall have received consolidated
financial statements of the Companies, audited by Ernst & Young, as of and for
the nine months ended September 30, 1997, reflecting consolidated EBITDA for the
Companies for the nine months ended September 30, 1997, of at least $8,250,000.

                                  ARTICLE VII

                          CONDITIONS PRECEDENT TO THE
                         SELLERS' OBLIGATION TO CLOSE

      The obligation of the Sellers to consummate the Contemplated Transactions
is subject to the satisfaction, at or prior to the Closing, of each of the
following conditions (any of which may be waived by the Companies, in whole or
in part), and Buyer shall use its best efforts to cause such conditions to be
fulfilled; provided, however, the Sellers' election to proceed with the closing
of the Contemplated Transactions shall not be deemed a waiver of any breach of
any representation, warranty or covenant contained herein, whether or not known
to the Sellers or existing on the Closing Date:

      7.1 Accuracy of representations. Each of the representations and
warranties of Buyer in this Agreement shall have been true, complete and
accurate in all material respects as of the date of this Agreement and shall be
true, complete and accurate in all material respects as of the Closing Date as
if made on the Closing Date, disregarding all references in such representations
and warranties to "materially", "Material Adverse Change", "Material Adverse
Effect", "in all material respects" or similar expressions, with only such
exceptions as would not individually or in the aggregate have a material adverse
effect on Buyer. The Buyer shall have delivered to each of the Sellers a
certificate, dated the Closing Date and signed by an officer of the Buyer, to
the effect set forth above in this Section 7.1.

      7.2 Performance. Each of the covenants and obligations that Buyer is
required to perform or to comply with pursuant to this Agreement at or prior to
the Closing, shall have been performed and complied with. The Buyer shall have
delivered to each of the Sellers a certificate, dated the Closing Date and
signed by an officer of the Buyer, to the effect set forth above in this Section
7.2.

      7.3 No Prohibition. Neither the consummation nor the performance of any of
the Contemplated Transactions will, directly or indirectly, contravene, or
conflict with, or result in a violation of, or cause the Sellers to suffer any
adverse consequence under, any applicable Legal Requirement or Order which was
not in effect or outstanding, as appropriate, prior to the date of this
Agreement.

      7.4 Closing Documents. Buyer shall have delivered such closing
certificates reasonably requested by the Sellers and their counsel.

      7.5 Other Agreements. Buyer and the Escrow Agent shall have executed the
Escrow Agreement and Buyer shall have executed and delivered the Employment
Agreements referred to in Section 6.6.


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<PAGE>   65




      7.6 FTC Notification. All required filings under the Act, if any, shall
have been made and the required waiting period or periods thereunder shall have
expired without governmental objection thereto.

      7.7 Purchase Price. Buyer shall have remitted to the Sellers the Cash
Consideration and to the Escrow Agent the Escrow Amount.

      7.8 No Proceedings. Since the date of this Agreement, no proceeding shall
have been commenced or threatened by a third party (a) involving any challenge
to, or seeking damages or other relief in connection with any of the
Contemplated Transactions, or (b) that could reasonably be expected to have the
effect of preventing, delaying, restricting, making illegal, or otherwise
interfering with or diminishing the value to the Sellers of, any of the
Contemplated Transactions.


                                 ARTICLE VIII

                                  TERMINATION

      8.1 Termination Events. This Agreement may, by written notice given prior
to the Closing, be terminated:

                  (i) by Buyer, if a breach of any of the representations,
      warranties or covenants of the Sellers set forth in this Agreement has
      been committed that individually or in the aggregate may reasonably be
      expected to result in Damages to Buyer Indemnitees under this Agreement
      exceeding $750,000 and such breach has not been (A) waived by Buyer or (B)
      cured by the Sellers within ten (10) days after their receipt of written
      notice thereof from Buyer;

                  (ii) by the Companies, if a material breach of any of the
      representations, warranties, or covenants of Buyer set forth in this
      Agreement has been committed by Buyer and such breach has not been (A)
      waived by the Companies or (B) cured by Buyer within ten (10) days after
      their receipt of written notice thereof from the Companies;

                  (iii) by Buyer, if any of the conditions in Article VI has not
      been satisfied and if satisfaction of such condition is or becomes in the
      reasonable opinion of Buyer impossible (other than through the failure of
      Buyer to comply with its obligations under this Agreement) and Buyer has
      not waived such condition on or before the Closing Date;

                  (iv) by the Companies, if any of the conditions in Article VII
      has not been satisfied and if satisfaction of such condition is or becomes
      impossible (other than through the failure of the Sellers to comply with
      their obligations under this Agreement) and the Companies has not waived
      such condition on or before the Closing Date;




                                     57

<PAGE>   66




                  (v)   by mutual consent of Buyer and the Companies;

                  (vi) by Buyer if, during the period commencing on the date
      hereof and ending on the Closing Date, there shall have occurred any
      material adverse change in the operations, condition (financial or other),
      assets, prospects, results of operations or business of the Companies;

                  (vii) by any of the Sellers, if the Closing has not occurred
      (other than through the failure of any party seeking to terminate this
      Agreement to comply fully with its obligations under this Agreement) on or
      before January 31, 1998, or such later date as the parties may agree upon
      in writing; or

                  (viii) by the Companies if there are any nonwillful or
      unintentional breaches of any representations, warranties or covenants of
      the Companies under this Agreement that result in or have the potential to
      result in liabilities that individually or in the aggregate may reasonably
      be expected to result in Damages to Buyer Indemnitees under this Agreement
      exceeding $750,000 and Buyer has not waived such breaches.

      8.2 Effect of Termination. Termination of this Agreement pursuant to this
Article VIII shall terminate all obligations of the parties hereto except for
the obligations under Sections 5.3, 10.1, 10.2, and 10.3, which shall survive
such termination; provided, however, that termination pursuant to Section 8.1
(other than clause (v) thereof) shall not relieve the defaulting or breaching
party hereunder from any liability to the other party hereto resulting from the
default or breach hereunder of such defaulting or breaching party occurring
prior to the date of termination.


                                  ARTICLE IX

                           INDEMNIFICATION; REMEDIES

      9.1 Survival. Subject to the limitations set forth in Section 9.4, the
representations and warranties of the Companies set forth in Article II A.
(Sections 2.1 through 2.27) and in any certificate or instrument delivered by
the Companies in connection herewith shall survive the Closing and any
investigation by the parties hereto or their representatives until the close of
business on April 30, 1999, following which the Buyer shall cease to have any
right to bring any action or present any claim for a breach of such
representations and warranties; provided that there shall be no termination of
any such representation or warranty as to which a bona fide claim has been
asserted and notice of such claim has been delivered to the Representatives
prior to such termination date. The representations and warranties of the
Stockholders set forth in Article II B. (Sections 2.28 through 2.32) and of the
Buyer set forth in Article III shall survive the Closing indefinitely and any
investigation by the parties hereto or their representatives. Nothing in this
Section 9.1 or in any other provision in this Article IX shall at any time
relieve any party hereto from the performance of such




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<PAGE>   67



party's agreements, covenants and undertakings set forth in this Agreement or in
any of the other Operative Documents.

      9.2   Indemnification and Reimbursement by the Sellers.

            (a) Subject to the limitations set forth in Sections 9.1 and 9.4,
the Sellers will jointly and severally indemnify, defend and hold harmless
Buyer, its affiliates and their respective officers, directors, shareholders,
successors and permitted transferees and assigns (each, a "Buyer Indemnitee")
from and against, and will reimburse such parties for, any Damages (as defined
in Section 9.2(b)) arising directly or indirectly from any of the following
(except for breaches of any covenant of a Stockholder contained in Section 5.4
hereof, for which the Sellers shall not be jointly liable):

                  (i) any breach of any representation or warranty (it being
      understood that for all purposes of this Article IX, any such
      representation or warranty shall be interpreted without giving effect to
      the word "materially", "Material Adverse Change", "Material Adverse
      Effect", "in all material respects", or "material" or other qualifications
      or exceptions based on such terms) made by the Companies in this
      Agreement, the Schedules or any supplements to the Schedules, the Exhibits
      hereto, when executed, or certificates of the Companies delivered to the
      Buyer in connection with this Agreement;

                  (ii) any breach by the Companies of any covenant or obligation
      of the Companies in this Agreement (including, without limitation, the
      obligations set forth in Sections 5.4 and 10.1), the Exhibits hereto, when
      executed, or certificates of the Companies delivered to the Buyer in
      connection with this Agreement;

                  (iii) all Taxes payable by or assessed against the Companies
      or the Subsidiary with respect to any Tax period or portion of a period
      ended on or before the Closing Date (a "Pre-Closing Period"), but only to
      the extent that the specific Taxes payable or assessed are not reflected
      as current liabilities (excluding deferred Taxes) on the Final Closing
      Balance Sheet.

                  In the case of any ad valorem Tax that relates to a taxable
      period of the Business that begins on or before the Closing Date but does
      not end on or before the Closing Date (a "Straddle Period"), the portion
      of such Tax attributable to the Companies for each of the Pre-Closing
      Period and the period or portion thereof beginning on the day after the
      Closing Date (the "Post-Closing Period") shall be the portion attributable
      to the Pre-Closing Period in the amount of such Tax for the entire taxable
      period multiplied by a fraction the numerator of which is the number of
      days in the Pre-Closing Period and the denominator of which is the number
      of days in the entire taxable period. The amount of such Tax remaining
      after subtracting the portion attributable to the Pre-Closing Period (as
      determined in accordance with the preceding sentence) is the amount of
      such Tax attributable to the Post-Closing Period; and




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<PAGE>   68




                  (iv) the ownership, management or use of any of the Assets or
      the conduct of the Business on or prior to the Closing Date, other than
      with respect to the liabilities assumed by Buyer hereunder pursuant to
      Section 1.4.

            (b) each of the Stockholders, severally and not jointly, will
indemnify, defend and hold harmless each Buyer Indemnitee from and against, and
will reimburse such parties for, any Damages arising directly or indirectly from
(i) any breach of any representation or warranty made by such Stockholder in
this Agreement when executed or in certificates delivered by or on behalf of
such Stockholder to the Buyer in connection with this Agreement; and (ii) any
breach by such Stockholder of any covenant or obligation of such Stockholder in
this Agreement (including, without limitation, the obligations set forth in
Section 5.4) when executed or in certificates delivered by or on behalf of such
Stockholder to the Buyer in connection with this Agreement.

            (c) As used in this Agreement, the term "Damages" shall mean any
claims, liabilities, obligations, losses, damages (including, without
limitation, any actual or punitive damages under any statutory laws, common law
causes of action, contractual obligations or otherwise, Environmental
Liabilities, and damages (i) to third parties for personal injury or property
damage or (ii) to natural resources), deficiencies, assessments, Encumbrances,
judgments or causes of action, fines, penalties, Taxes (including Taxes, if any,
arising from or related to receipt of indemnity payments by the Indemnified
Party hereunder), costs and expenses (including, without limitation, attorneys'
fees and costs and expenses incurred in investigating, preparing, defending
against or prosecuting any litigation claim, action, suit or other proceeding or
demand related to the foregoing and enforcing any indemnification Claim pursuant
to this Article IX).

      9.3 Indemnification and Reimbursement by Buyer. From and after the
Closing, Buyer will indemnify, defend and hold harmless the Sellers, their
affiliates and their respective officers, directors, shareholders, successors
and permitted transferees and assigns from and against, and will reimburse such
parties for, any Damages arising directly or indirectly from any of the
following:

                  (i) any breach of any representation or warranty made by Buyer
      in this Agreement, the Schedules or any supplements to Sellers, the
      Exhibits hereto, when executed, or certificate delivered to the Sellers in
      connection with this Agreement;

                  (ii) any breach by Buyer of any covenant or obligation of
      Buyer in this Agreement, the Exhibits hereto, when executed, or
      certificate delivered to the Sellers in connection with this Agreement;
      and

                  (iii) conduct of the Business and ownership or use of the
      Assets by the Buyer following the Closing, except where any such Damages
      are expressly made subject to indemnification and reimbursement by the
      Sellers pursuant to Section 9.2.




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      9.4 Limitations on Sellers' Indemnification Obligations. No Seller shall
have liability to Buyer for indemnification under (i) Section 9.2(a)(i) for
Damages arising out of non-willful and inadvertent inaccuracies in or breaches
of the representations and warranties of the Companies contained in Article II
A. hereof (other than inaccuracies in or breaches of Sections 2.3 and 2.19) or
(ii) Section 9.2(a)(iv) unless and until the aggregate of all such Damages
exceeds $400,000 (the "Basket Amount"), it being understood that such Damages
shall accumulate until such time or times as the aggregate of all such Damages
exceeds the Basket Amount, whereupon the Buyer shall be entitled to
indemnification hereunder for Damages arising out of such inaccuracies or
breaches to the extent that the aggregate amount thereof exceeds $200,000. The
Basket Amount shall not apply to Damages arising out of the breach of the
representations and warranties contained in Sections 2.3, 2.19, or of the
representations and warranties of each of the Stockholders contained in Article
II B., nor shall it apply to any Damages arising out of any matter subject to
indemnification pursuant to clauses (ii) or (iii) of Section 9.2(a) or any
matter subject to indemnification pursuant to Section 9.2(b). Notwithstanding
anything herein to the contrary, the total liability of the Sellers to the Buyer
Indemnitees pursuant to clauses (i) and (iv) of Section 9.2(a) shall not exceed
the outstanding balance of the Escrow held by the Escrow Agent; provided
however, this limitation shall not apply to Damages arising out of any matter
subject to indemnification pursuant to clauses (ii) or (iii) of Section 9.2(a)
or any matter subject to indemnification pursuant to Section 9.2(b).

      9.5   Procedure for Indemnification; Deferred Consideration Set-Off.

            (a) Notice of any claim, demand, or other event that may give rise
to a Claim (as defined below), including a Third Party Claim (as defined below)
by a party, (the "Indemnified Party") for indemnification provided for under
this Agreement shall be made by written notice to the indemnifying party (the
"Indemnifying Party"), which notice shall include in reasonable detail the
nature of such Claim (to the extent known), and in the case of a Third Party
Claim (as defined below), shall be delivered within 60 business days (for
purposes of this Agreement, "business day" shall mean any holiday except a
Saturday or Sunday or day for which commercial banks in Houston, Texas are
generally closed for business) after receipt by such Indemnified Party of
written notice of the claim, demand or other event which may give rise to such
Third Party Claim; provided, however that failure to give notification of a
claim, demand or other event shall not affect the indemnification provided
hereunder except to the extent the Indemnifying Party shall have been materially
prejudiced as a result of such failure. Thereafter, the Indemnified Party shall
deliver to the Indemnifying Party, within ten business days after the
Indemnified Party's receipt thereof, copies of all notices and documents
(including court papers) received by the Indemnified Party relating to any Third
Party Claim; provided, however, that failure to provide copies of such notices
and documents (including court papers) shall not affect the indemnification
provided hereunder except to the extent the Indemnifying Party shall have been
materially prejudiced as a result of such failure. For Claims being made in
whole or in part by the Buyer under the Escrow Agreement, notice or delivery of
documents to the Representatives shall be deemed to be sufficient notice or
delivery under this Section 9.5(a).




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            (b) Any proposed claim (a "Claim") for indemnification provided for
under this Agreement including any claim for indemnification provided for under
this Agreement in respect of, arising out of or involving a claim or demand made
by any person, firm, Governmental Body or other entity (a "Third Party Claim")
shall be conclusive and binding unless, within 30 days after delivery to the
Indemnifying Party of the written notice of such Claim, the Indemnifying Party
shall deliver a written statement of specific objections thereto to the
Indemnified Party. If any differences are resolved by agreement of the
Indemnifying Party and the Indemnified Party within 45 days after the delivery
of the statement of objections to the Indemnified Party (the "Resolution
Period"), then the agreed amount of such indemnity payment shall be conclusive
and binding. If any differences are not resolved by agreement of the
Indemnifying Party and the Indemnified Party within the Resolution Period, such
differences shall be submitted (except in the event all or a portion of the
Claim is being presented for payment from the Escrow Fund in accordance with the
terms and conditions of the Escrow Agreement, in which case any arbitration will
be held in abeyance in accordance with the second paragraph of Section 6 of the
Escrow Agreement, if applicable) by the Indemnifying Party and/or the
Indemnified Party to the American Arbitration Association for the appointment
(in the absence of agreement by the parties as to such appointment) of a single
arbitrator to resolve the dispute. The decision of the arbitrator shall be set
forth in a written report delivered to the Indemnifying Party and the
Indemnified Party and shall be conclusive and binding on the Indemnifying Party
and the Indemnified Party. The dispute shall be settled by arbitration in
Houston, Texas. This arbitration provision is expressly made pursuant to and
shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-14 (the
"Arbitration Act"). The parties hereto agree that pursuant to Section 9 of the
Arbitration Act that a judgment of the United States District Court for the
Southern District of Texas, or another court of competent jurisdiction shall be
entered on the award pursuant to the arbitration. The fees, costs and expenses
of the arbitrator shall be borne by the Indemnifying Party and the Indemnified
Party in inverse proportion as they may prevail on matters resolved by the
arbitrator, which proportionate allocation shall be determined by the arbitrator
at the time the determination is rendered by the arbitrator on the merits of the
matters submitted.

            (c) The Buyer shall take exclusive control over all matters relating
to any Third Party Claim. Each of the Indemnified Party and the Indemnifying
Party shall have the right, at its option and its own expense, to be represented
by counsel of its choice and to participate in the defense, negotiation and/or
settlement of the Third Party Claim. Counsel employed by the Indemnified Party
or Indemnifying Party, as applicable, shall act in an advisory capacity only
with respect to the defense provided by the Companies. The Buyer shall in good
faith defend each such claim with counsel selected by the Buyer and reasonably
acceptable to the Indemnified Party and the Indemnifying Party. The Buyer shall
keep the Indemnified Party and the Indemnifying Party fully informed at all
times of the status of the Third Party Claim. The Buyer, the Indemnifying Party
and the Indemnified Party shall cooperate in order to insure the proper and
adequate defense of the Third Party Claim which assistance shall include,
without limitation, making available to the other party all pertinent
information under its control as to the claim and making appropriate personnel



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reasonably available for any discovery or trial. The Buyer shall notify the
Indemnified Party and the Indemnifying Party prior to settling or compromising
any Third Party Claim.

            (d) The Indemnifying Party shall provide indemnity payments to the
Indemnified Party, in the case the Indemnified Party is Buyer, for any
applicable Damages upon demand by the Indemnified Party first pursuant to the
Escrow Agreement; provided, however, with respect to Claims relating to the
representations, warranties and covenants contained in Sections 1.8, 4.7, 5.1,
5.4 or 10.1, the Buyer may elect to receive indemnity payments by certified or
cashier's check from the Sellers before electing to receive payments under the
Escrow Agreement. If any Seller shall at any time owe or otherwise become liable
to Buyer for any amount, in addition to Buyer's or the Companies' other rights
hereunder, at law or in equity, Buyer and the Companies shall have the right to
offset any such amount against any amount held by or owed to Buyer or the
Companies for the account of or by any of the Stockholders.

      9.6 Escrow. The Buyer shall deliver the Escrow Amount to the Escrow Agent
at the Closing, which shall be held and maintained by the Escrow Agent in
accordance with the Escrow Agreement as an Escrow (the "Escrow") available to
satisfy the indemnification rights of the Buyer Indemnitees set forth in Section
9.2(a). Notwithstanding any other provision hereof or of the Escrow Agreement,
the Representatives, acting on behalf of the Sellers, shall be entitled to
receive immediately following the close of business on April 30, 1998, an amount
equal to (i) $3,000,000.00 less (ii) the sum of (A) the amount of all payments
theretofore made to any Buyer Indemnitee by the Escrow Agent for any Claims and
(B) the amount of any Damages which are the subject of outstanding Claims by the
Buyer Indemnitees. Thereafter, the Representatives shall be entitled to receive
the remaining funds in the Escrow (less the amount of any Damages which are the
subject of outstanding Claims by the Buyer Indemnitees) immediately following
the close of business on April 30, 1999.

      9.7 Appointment of Representatives. Each of the Stockholders hereby
constitutes and appoints Henry R. J. Cournoyer and Francis I. Bourque, Jr. as
such Seller's duly authorized representatives and attorneys-in-fact (the
"Representatives") for all purposes of this Agreement, the Escrow Agreement and
all actions to be taken hereunder and thereunder, having jointly (and not
individually) the power and authority, without limitation, (i) to execute and
deliver, for and on behalf of such Seller, the Escrow Agreement or any other
documents, certificates, or instruments required to be executed in connection
with the Contemplated Transactions; (ii) to act for and on behalf of such Seller
with respect to any disputes arising under this Agreement and the Escrow
Agreement; (iii) to exercise any investment authority conferred upon them by the
Escrow Agreement; and (iv) to execute and deliver, for and on behalf of such
Seller, all certificates, confirmations and other documents (including those
contemplated by Article VI hereof) as shall be necessary and appropriate to
consummate the Contemplated Transactions and to fulfill any and all of such
Seller's obligations hereunder. Such power and authority of the Representatives
shall be irrevocable. In the event either of the Representatives shall die or
become disabled or for any other reason shall cease to function in the foregoing
capacity, the other Representative shall have



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full power and authority to so function individually. Each Seller expressly
acknowledges and agrees that neither of the Representatives shall have liability
to such Seller for errors in judgment or any acts or omissions in connection
herewith, whether or not disclosed and whether or not due to his negligence,
unless caused by his willful misconduct. The Representatives shall be
indemnified from the Escrow out of the proceeds available to the Sellers
therefrom for any expenses or liabilities (including costs of investigation and
attorneys' fees) that they or either of them may incur by reason of claims made
against them or either of them in their capacity as Representatives hereunder,
whether or not due to negligence, unless such expense or liability is caused by
such Representatives' willful misconduct or such indemnification is prohibited
by applicable law. To the extent such indemnification obligation shall not be
satisfied by such Seller individually, the Representatives are authorized and
empowered to withhold from such Seller's share of the funds held in the Escrow,
upon release thereof to the Representatives, such amounts as shall be required
in order to satisfy such indemnification obligation.


                                   ARTICLE X

                              GENERAL PROVISIONS

      10.1 Expenses. Except as otherwise expressly provided in this Agreement,
each party to this Agreement will bear its respective expenses incurred in
connection with the preparation, negotiation, execution, and performance of this
Agreement and the Contemplated Transactions, including all fees and expenses of
all their respective counsel and representatives.

      10.2 Notices. All notices, consents, waivers, and other communications
under this Agreement must be in writing and will be deemed to have been duly
given (a) when delivered, if delivered by hand (with written confirmation of
receipt) or sent by telecopy (with telephone confirmation of receipt), (b) three
days after deposited in the mails, if sent via certified mail, with return
receipt requested, or (c) one day after sending, if sent by a nationally
recognized overnight delivery service (receipt requested) specifying next day
delivery, in each case to the appropriate addresses set forth below (or to such
other addresses as a party may designate by notice to the other parties):

      If to the Sellers, to the names and addresses as set forth on Schedule
10.2, with copies to each of the Representatives at their respective addresses
set forth on Schedule 10.2:

      If to Buyer:      Dailey International Inc.
                        One Lawrence Center
                        P.O. Box 1863
                        Conroe, Texas  77305
                        Attention:  General Counsel



      with a copy to:   Fulbright & Jaworski L.L.P.
                        1301 McKinney, Suite 5100
                        Houston, Texas 77010-3095
                        Attention: Robert F. Gray, Jr.







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      10.3 Jurisdiction; Service of Process. Any suit, action or other
proceeding seeking to enforce any provision of, or based upon any right arising
out of, in connection or in any way relating to, this Agreement shall be brought
only in the United States District Court for the Eastern District of Texas or,
if such court does not have subject matter jurisdiction, the District Court of
the State of Texas, County of Harris. Each party hereby irrevocably consents and
submits to the jurisdiction and venue of such courts, and irrevocably waives any
objection which it may now or hereafter he to the venue of any suit, action or
proceeding brought in such courts and any claim that such suit, action or
proceeding brought in such courts has been brought in an inconvenient forum and
lack of jurisdiction.

      10.4 Further Assurances. The parties agree (a) to furnish upon request to
each other such further information, (b) to execute and deliver to each other
such other documents, and (c) to do such other acts and things, all as the other
party may reasonably request for the purpose of carrying out the intent of this
Agreement and the documents referred to in this Agreement.

      10.5 Waiver. The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by any party
in exercising any right, power, or privilege under this Agreement or the
documents referred to in this Agreement will operate as a waiver of such right,
power, or privilege, and no single or partial exercise of any such right, power,
or privilege will preclude any other or further exercise of such right, power,
or privilege or the exercise of any other right, power or privilege. Without
limiting the generality of the foregoing, absent a waiver in writing as
aforesaid, the parties hereto shall not by proceeding with the Closing be deemed
to have waived any breach of any representation and warranty or covenant by the
other parties hereto even if it had knowledge of such breach prior to the
Closing.

      10.6 Entire Agreement and Modification. Except as set forth in the final
sentence of this Section 10.6, this Agreement (including the Exhibits and
Schedules hereto) supersedes all prior agreements between the parties with
respect to its subject matter and constitutes a complete and exclusive statement
of the terms of the agreement between the parties with respect to its and their
subject matter. This Agreement may not be amended except by a written agreement
executed by the party to be charged with the amendment. Notwithstanding the
foregoing, the terms and conditions and obligations of the respective parties
hereto contained in that Letter Agreement dated May 29, 1997, by and between
Buyer and DSI and the Companies shall survive the execution of this Agreement,
except to the extent the parties are required to disclose information related to
this Agreement or the Contemplated Transactions (i) in filings with the FTC or
Justice Department or (ii) pursuant to the disclosure requirements contained in
the Securities Act or Exchange Act, whether by press release, in a private
placement memorandum, or otherwise.






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      10.7 Assignments, Successors, and No Third Party Rights. None of the
parties may assign any of their respective rights under this Agreement without
the prior consent of the other parties, provided, however, that no consent shall
be required of Buyer to assign its rights (but not delegate or assign its
obligations) hereunder, in whole or in part, to one or more of its affiliates or
pledge and assign its rights hereunder to the financial institutions providing
financing to the Buyer in connection with the Contemplated Transactions, as
security for the Buyer's obligations to such institutions. Subject to the
preceding sentence, this Agreement will apply to, be binding in all respects
upon, and inure to the benefit of the successors, permitted assigns, heirs,
executors, and personal representatives of the parties. Except as provided in
this Section 10.7, nothing in this Agreement, express or implied, is intended to
or shall confer on, any person other than any of the parties hereto, any rights,
benefits or remedies of any nature whatsoever under or by reason of this
Agreement. This Agreement and all of its provisions and conditions are for the
sole and exclusive benefit of the parties to this Agreement and their
successors, assigns, heirs, executors, and personal representatives.

      10.8 Severability. If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.

      10.9 Section Headings; Construction. The headings of Sections in this
Agreement are provided for convenience only and will not affect its construction
or interpretation. Unless otherwise expressly provided, the word "including"
does not limit the preceding words or terms.

      10.10 Governing Law. This Agreement will be governed by and construed
under the internal laws of the State of Texas without regard to its principles
pertaining to conflict of laws.

      10.11 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.

      10.12 Construction. The provisions of this Agreement were negotiated by
the parties hereto and this Agreement shall be deemed to have been drafted by
all of the parties hereto. Unless expressly provided otherwise in this
Agreement, or unless the context requires otherwise (i) the singular shall mean
the plural, the plural shall mean the singular and the use of any gender shall
include all genders; and all references to any particular party defined herein
shall be deemed to refer to each and every person defined herein as such party
individually, and to all of them, collectively, jointly and severally as though
each were named wherever the applicable defined term is used; (ii) all
references to "Articles" and "Sections" shall be deemed to refer to the
provisions of this Agreement and all references to "Schedules" and "Exhibits"
shall be deemed to refer




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to the schedules and exhibits annexed to this Agreement; (iii) all references to
time herein shall mean Central Standard Time or Central Daylight Time, as then
in effect; and (iv) all references to sections, subsections, paragraphs or other
provisions of any Legal Requirement that consists of a law, ordinance,
regulation, statute or treaty, shall be deemed to include successor, amended,
renumbered and replacement provisions thereof through the Closing Date.

                       SIGNATURES BEGIN ON THE NEXT PAGE




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<PAGE>   76



      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                            DAILEY INTERNATIONAL INC.



                                    By: ______________________________________
                                        James F. Farr
                                        President and Chief Executive Officer


                                    DIRECTIONAL WIRELINE SERVICES, INC.



                                    By: ______________________________________
                                        Name: ________________________________
                                        Title: _______________________________



                                    DAMCO SERVICES, INC.



                                    By: ______________________________________
                                        Name: ________________________________
                                        Title: _______________________________



                                    DAMCO TONG SERVICES, INC.


                                    By: ______________________________________
                                        Name: ________________________________
                                        Title: _______________________________






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<PAGE>   77


SHAREHOLDERS



--------------------------------------      ---------------------------------
        Henry R. J. Cournoyer                            Spouse



--------------------------------------      ---------------------------------
       Francis I. Bourque, Jr.                           Spouse



--------------------------------------      ---------------------------------
           Edrick Fontenot                               Spouse



--------------------------------------      ---------------------------------
            Joseph McGoey                                Spouse



--------------------------------------      ---------------------------------
            Randy Raymond                                Spouse



--------------------------------------      ---------------------------------
         Darwin Ladon Miller                             Spouse



--------------------------------------      ---------------------------------
            Don Umphries                                 Spouse



--------------------------------------      ---------------------------------
           Emile Marcantel                               Spouse



--------------------------------------      ---------------------------------
           Charles Soileau                               Spouse




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