DAILEY INTERNATIONAL INC, S-4/A, 1998-03-27

DAILEY INTERNATIONAL INC
S-4/A, 1998-03-27
OIL & GAS FIELD SERVICES, NEC

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 1998

REGISTRATION NO. 333-47345

================================================================================

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------

AMENDMENT NO. 1

FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
DAILEY INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 1389 76-0503351
(State or other jurisdiction of Primary Industrial Classification (I.R.S. Employer
incorporation or organization) Code Number Identification No.)
</TABLE>

2507 NORTH FRAZIER
CONROE, TEXAS 77305
(281) 350-3399
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------------
WILLIAM D. SUTTON
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
DAILEY PETROLEUM SERVICES CORP.
2507 NORTH FRAZIER
CONROE, TEXAS 77305
(281) 350-3399
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
COPY TO:

ROBERT F. GRAY, JR.
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, please check the following box: [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
---------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

================================================================================
<PAGE> 2

TABLE OF ADDITIONAL REGISTRANTS

<TABLE>
<CAPTION>
ADDRESS, INCLUDING
ZIP CODE, AND
TELEPHONE
NUMBER,
INCLUDING AREA
STATE OR PRIMARY STANDARD CODE, OF
OTHER INDUSTRIAL REGISTRANT'S
JURISDICTION OF CLASSIFICATION IRS EMPLOYER PRINCIPAL EXECUTIVE
NAME INCORPORATION CODE NO. ID NO. OFFICES
---- --------------- ---------------- ------------ -------------------
<S> <C> <C> <C> <C>
Dailey Energy Services, Inc. ......... Delaware 8999 76-0066576 *
Dailey International Sales
Corporation......................... Delaware 8999 74-1869524 *
Columbia Petroleum Services Corp...... Delaware 8999 76-0074604 *
International Petroleum Services,
Inc................................. Delaware 8999 76-0084387 *
Dailey Environmental Remediation
Technologies, Inc................... Texas 8999 76-0276940 *
Dailey Worldwide Services, Corp....... Texas 8999 76-0477660 *
Air Drilling International, Inc....... Delaware 1380 84-1305964 *
Air Drilling Services, Inc............ Wyoming 1380 83-0181069 *
</TABLE>

- ---------------

* 2507 North Frazier, Conroe, Texas 77305, telephone (281) 350-3399.
<PAGE> 3

EXPLANATORY NOTE

Dailey International Inc. has prepared this Amendment No. 1 for the purpose
of filing with the Securities & Exchange Commission certain exhibits to this
Registration Statement. Amendment No. 1 does not modify any provision of the
Prospectus included in the Registration Statement; accordingly, such Prospectus
have not been added included herein.

<PAGE> 4

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under Delaware law, a corporation may include provisions in its certificate
of incorporation that will relieve its directors of monetary liability for
breaches of their fiduciary duty to the corporation, except under certain
circumstances, including a breach of the director's duty of loyalty, acts or
omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper stock repurchase or redemption or any transaction from
which the director derived an improper personal benefit. The Company's Restated
Certificate of Incorporation provides that the Company's directors are not
liable to the Company or its stockholders for monetary damages for breach of
their fiduciary duty, subject to the described exceptions specified by Delaware
law.

Section 145 of the General Corporation Law of the State of Delaware grants
to the Company the authority to indemnify each officer and director of the
Company against liabilities and expenses incurred by reason of the fact that he
is or was an officer or director of the Company if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The determination as to
whether a person seeking indemnification has met the required standard of
conduct is to be made (i) by a majority vote of a quorum of disinterested
members of the board of directors, or (ii) by independent legal counsel in a
written opinion, if such quorum does not exist or if the disinterested directors
so direct, or (iii) by the stockholders. The Bylaws provided for indemnification
of each officer and director of the Company to the fullest extent permitted by
Delaware law.

In a suit brought to obtain a judgment in the corporation's favor, whether
by the Company itself or derivatively by a stockholder, Section 145 of the
General Corporation Law of the State of Delaware only allows the Company to
indemnify for expenses, including attorney's fees, actually and reasonably
incurred in connection with the defense or settlement of the case, and the
Company may not indemnify for amounts paid in satisfaction of a judgment or in
settlement of the claim. In any such action, no indemnification may be paid in
respect of any claim, issue or matter as to which such persons shall have been
adjudged liable to the Company as otherwise approved by the Delaware Court of
Chancery or the court in which the claim was brought. According to the statute,
in any other type of proceeding, the indemnification may extend to judgments,
fines and amounts paid in settlement, actually and reasonably incurred in
connection with such other proceeding, as well as to expenses (including
attorneys' fees).

Section 145 of the General Corporation Law of the State of Delaware also
allows the Company to purchase and maintain insurance on behalf of any person
who is or was an officer or director of the Company against liability asserted
against or incurred by him in any such capacity, whether or not the Company
would have the authority to indemnify such officer or director against such
liability under the provisions of Section 145. The Company has purchased and
maintains a directors' and officers' liability policy for such purposes.

The Company's Bylaws provided for the indemnification of its officers and
directors and the advancement to them of expenses in connection with proceedings
and claims, to the fullest extent permitted under the General Corporation Law of
the State of Delaware. Such indemnification may be made even though directors
and officers wold not otherwise be entitled to indemnification under other
provisions by the Bylaws.

The above discussion of the General Corporation Law of the State of
Delaware and of the Certificate of Incorporation and Bylaws is not intended to
be exhaustive and is qualified in its entirety by such statute and the Restated
Certificate of Incorporation and Bylaws.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrants
pursuant to the foregoing provisions, the Registrants have been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and therefore is unenforceable.
II-1
<PAGE> 5

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*3.1 -- Restated Certificate of Incorporation.
*3.2 -- Restated Bylaws of the Company.
3.3 -- Amendment to Restated Certificate of Incorporation dated
October 7, 1997 (included with the initial filing of this
Registration Statement).
3.4 -- Certificate/Articles of Incorporation, as amended (if
applicable) and Bylaws, as amended (if applicable) of
each of the following Subsidiary Guarantors: Dailey
Energy Services, Inc.; Dailey International Sales Corp.;
Columbia Petroleum Services Corp.; International
Petroleum Services, Inc., Dailey Environmental
Remediation Technologies, Inc.; Dailey Worldwide
Services, Corp.; Air Drilling International, Inc.; and
Air Drilling Services, Inc.
4.1 -- Form of Class A Common Stock Certificate (included with
the initial filing of this Registration Statement).
4.2 -- See Exhibits 3.1, 3.2 and 3.3 for provisions of the
Restated Certificate of Incorporation and Restated Bylaws
of the Company defining the rights of the holders of
Class A Common Stock.
4.3 -- Indenture Dated February 13, 1998, by and between the
Company, the Subsidiary Guarantors and the U.S. Trust
Company of Texas, N.A. relating to the Company's 9 1/2%
Senior Notes Due 2008 (included with the initial filing
of this Registration Statement).
4.4 -- Form of Note for the Company's Senior Notes Due 2008
(included with the initial filing of this Registration
Statement).
4.5 -- Registration Rights Agreement dated February 13, 1998
relating to the Outstanding Notes.
4.6 -- See Exhibits 10.1 through 10.16 for additional
instruments defining the rights of holders of long-term
debt of the Company and its Subsidiaries.
5.1 -- Opinion of Fulbright & Jaworski L.L.P. (included with the
initial filing of this Registration Statement).
5.2 -- Opinion of Brown, Drew, Massey & Sullivan (included with
the initial filing of this Registration Statement).
*10.1 -- Relationship Agreement by and between the Company and
Lawrence Industries, Inc.
*10.2 -- Office Lease Agreement by and between the Company as
lessee and Lawrence International, Inc. as lessor.
*10.3 -- Registration Rights Agreement by and between the Company
and Lawrence Industries, Inc.
+*10.4 -- Dailey Petroleum Services Corp. 1996 Key Employee Stock
Plan.
+*10.5 -- Dailey Petroleum Services Corp. 1996 Non-Employee
Director Stock Option Plan.
*10.6 -- Tax Allocation Agreement by and between the Company and
Lawrence Industries, Inc.
*10.7 -- Form of Indemnification Agreement between the Company and
its directors.
*10.8 -- Form of Indemnification Agreement between the Company and
its executive officers.
</TABLE>

II-2
<PAGE> 6

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
**10.9 -- Stock Purchase and Sale Agreement dated May 8, 1997 (the
"Stock Purchase Agreement"), by and among the Company,
ADI, the Shareholders of ADI, and the Preferred
Shareholders of Air Drilling Services, Inc.
**10.10 -- First Amendment to Stock Purchase Agreement dated May 30,
1997, by and among the Company, ADI, the Shareholders of
ADI, and the Preferred Shareholders of Air Drilling
Services, Inc.
**10.11 -- Escrow Agreement dated June 20, 1997, by and among the
Company, the Shareholders and Warrantholders of ADI (the
"Shareholders"), and U.S. Trust Company of Texas, N.A.
(the "Escrow Agent").
***10.12 -- Asset Purchase Agreement dated effective as of November
30, 1997 (the "Asset Purchase Agreement"), by and among
the Company, DWS/DAMCO and the shareholders of each of
DWS, DSI and DTSI.
******10.13 -- Escrow Agreement dated January 28, 1998, by and among the
Company, DWS, DSI, DTSI, the Shareholder Representatives,
and U.S. Trust Company of Texas, National Association
(the "Escrow Agent").
**10.14 -- Third Amended and Restated Loan Agreement dated June 20,
1997 (the "Loan Agreement"), by and between the Company,
the financial institutions from time to time a party
thereto, and Wells Fargo Bank (Texas), National
Association, as Agent.
10.15 -- First Amendment to the Loan Agreement dated January 28,
1998, by and between the Company, the financial
institutions from time to time a party thereto, and Wells
Fargo Bank (Texas), National Association, as Agent
(included with the initial filing of this Registration
Statement).
**10.16 -- Third Amended and Restated Commercial Security Agreement
dated June 20, 1997, between Wells Fargo Bank (Texas),
National Association, as Agent, the Banks from time to
time a party to the Loan Agreement and the Company.
**10.17 -- Form of Guaranty Agreement dated June 20, 1997 between
Wells Fargo Bank (Texas), National Association, as Agent,
the Banks from time to time a party to the Loan Agreement
and each of the following subsidiaries of the Company:
Dailey Energy Services, Inc., Dailey Petroleum Sales
Corp., International Petroleum Sales Corp., Columbia
Petroleum Services Corp., Dailey Worldwide Services,
Corp., Dailey Environmental Remediation and Technologies,
Inc., Air Drilling International, Inc., and Air Drilling
Services, Inc.
**10.18 -- Form of Security Pledge Agreement dated June 20, 1997,
between Wells Fargo Bank (Texas), National Association,
as Agent, the Banks from time to time a party to the Loan
Agreement and each of the following: the Company; Air
Drilling International, Inc., and Air Drilling Services,
Inc.
**10.19 -- Form of Subsidiary Commercial Security Agreement dated
June 20, 1997, between Wells Fargo Bank (Texas) National
Association, as Agent, the Banks from time to time a
party to the Loan Agreement and each of the following
subsidiaries of the Company: Dailey Energy Services,
Inc., Dailey Petroleum Sales Corp., International
Petroleum Sales Corp., Columbia Petroleum Services Corp.,
Dailey Worldwide Services, Corp., Dailey Environmental
Remediation and Technologies, Inc., Air Drilling
International, Inc., and Air Drilling Services Inc.
+10.20 -- Amended Employment Agreement between the Company and
James F. Farr dated December 31, 1997 (included with the
initial filing of this Registration Statement).
</TABLE>

II-3
<PAGE> 7

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
+10.21 -- Amended Employment Agreement between the Company and
William D. Sutton dated December 31, 1997 (included with
the initial filing of this Registration Statement).
+10.22 -- Amended Employment Agreement between the Company and
David T. Tighe dated December 31, 1997 (included with the
initial filing of this Registration Statement).
+****10.23 -- Employment Agreement between the Company and J.D.
Lawrence dated November 27, 1996.
****10.24 -- $250,000 Promissory Note dated January 16, 1997, from
James F. Farr in favor of the Company.
****10.25 -- Security Agreement dated January 16, 1997, between the
Company and James F. Farr.
+*****10.26 -- Stock Option Agreement between the Company and Al Kite
dated April 23, 1997.
+*****10.27 -- Stock Option Agreement between the Company and Bernard
Duroc-Danner dated April 23, 1997.
+10.28 -- 1997 Long-Term Incentive Plan (included with the initial
filing of this Registration Statement).
10.29 -- Share Purchase Agreement between the Company, Integrated
Drilling Systems Limited and the shareholders of
Integrated Drilling Systems Limited.
10.30 -- Registration Rights Agreement between the Company and the
former shareholders of Integrated Drilling Services
Limited.
12.1 -- Calculation of earnings to fixed charges (included in the
initial filing of this Registration Statement).
21.1 -- List of Subsidiaries of the Company (included in the
initial filing of this Registration Statement).
23.1 -- Consent of Ernst & Young LLP (included in the initial
filing of this Registration Statement).
23.2 -- Consent of Coopers & Lybrand L.L.P. (included in the
initial filing of this Registration Statement)
23.3 -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
23.4 -- Consent of Brown, Drew, Massey & Sullivan (included in
Exhibit 5.2).
24.1 -- Certified Resolutions for Power of Attorney.
25.1 -- Statement regarding eligibility of trustee (included in
the initial filing of this Registration Statement).
***27.1 -- Financial Data Schedule.
</TABLE>

II-4
<PAGE> 8

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
99.1 -- Form of Letter of Transmittal (included in the initial
filing of this Registration Statement).
</TABLE>

- ---------------

* Incorporated by reference from the Company's Registration Statement on
Form S-1 (File No. 333-04593)
** Incorporated by reference from the Company's current Report on Form 8-K
dated June 20, 1997
*** Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the three months ended October 31, 1997
**** Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the three months ended January 31, 1997
***** Incorporated by reference from the Company's Annual Report on Form 10-K
for the year ended April 30, 1997
****** Incorporated by reference from the Company's current Report on Form 8-K
dated January 28, 1998
+ Management Contract

(b) Financial Statement Schedules:

ITEM 22. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(b) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of Form S-4 within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.

(c) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

(d) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 above, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

II-5
<PAGE> 9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on the 27th day of March, 1998.

DAILEY INTERNATIONAL INC.

By: /s/ JAMES F. FARR
------------------------------------
James F. Farr
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 27th day of March, 1998.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ *J. D. LAWRENCE Chairman of the Board and March 27, 1998
- ----------------------------------------------------- Director
J. D. Lawrence

/s/ JAMES F. FARR President and Chief Executive March 27, 1998
- ----------------------------------------------------- Officer and Director
James F. Farr (Principal Executive
Officer)

/s/ *WILLIAM D. SUTTON Senior Vice President, March 27, 1998
- ----------------------------------------------------- General Counsel, Corporate
William D. Sutton Secretary and Director

/s/ *DAVID T. TIGHE Senior Vice President, Chief March 27, 1998
- ----------------------------------------------------- Financial Officer and
David T. Tighe Director (Principal
Financial and Accounting
Officer)

/s/ *BERNARD J. DUROC-DANNER Director March 27, 1998
- -----------------------------------------------------
Bernard J. Duroc-Danner

/s/ *AL KITE Director March 27, 1998
- -----------------------------------------------------
Al Kite

* By: /s/ JAMES F. FARR
- ----------------------------------------------------
James F. Farr
Power of Attorney for persons indicated
</TABLE>

II-6
<PAGE> 10

SIGNATURES

DAILEY ENERGY SERVICES, INC.

By: /s/ JAMES F. FARR
----------------------------------
James F. Farr
President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 27th day of March, 1998.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ *WILLIAM G. BARCLAY Director March 27, 1998
- -----------------------------------------------------
William G. Barclay

/s/ JAMES F. FARR President and Director March 27, 1998
- ----------------------------------------------------- (Principal Executive
James F. Farr Officer)

/s/ *DAVID T. TIGHE Vice President (Principal March 27, 1998
- ----------------------------------------------------- Financial and Accounting
David T. Tighe Officer)

* By: /s/ JAMES F. FARR
-----------------------------------------------
James F. Farr
Power of Attorney for
Persons Indicated
</TABLE>

II-7
<PAGE> 11

SIGNATURES

DAILEY INTERNATIONAL SALES
CORPORATION

By: /s/ JAMES F. FARR
----------------------------------
James F. Farr
President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 27th day of March, 1998.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ JAMES F. FARR President and Sole Director March 27, 1998
- ----------------------------------------------------- (Principal Executive
James F. Farr Officer)

/s/ DAVID T. TIGHE Vice President (Principal March 27, 1998
- ----------------------------------------------------- Financial and Accounting
David T. Tighe Officer)
</TABLE>

II-8
<PAGE> 12

SIGNATURES

COLUMBIA PETROLEUM SERVICES CORP.

By: /s/ JAMES F. FARR
------------------------------------
James F. Farr
President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 27th day of March, 1998.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ JAMES F. FARR President and Sole Director March 27, 1998
- ----------------------------------------------------- (Principal Executive
James F. Farr Officer)

/s/ DAVID T. TIGHE Vice President (Chief March 27, 1998
- ----------------------------------------------------- Financial and Accounting
David T. Tighe Officer)
</TABLE>

II-9
<PAGE> 13

SIGNATURES

INTERNATIONAL PETROLEUM
SERVICES, INC.

By: /s/ JAMES F. FARR
----------------------------------
James F. Farr
President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 27th day of March, 1998.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ JAMES F. FARR President and Sole Director March 27, 1998
- ----------------------------------------------------- (Principal Executive
James F. Farr Officer)

/s/ DAVID T. TIGHE Vice President (Principal March 27, 1998
- ----------------------------------------------------- Accounting Officer)
David T. Tighe
</TABLE>

II-10
<PAGE> 14

SIGNATURES

DAILEY ENVIRONMENTAL
REMEDIATION TECHNOLOGIES, INC.

By: /s/ JAMES F. FARR
----------------------------------
James F. Farr
President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 27th day of March, 1998.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ JAMES F. FARR President and Sole Director March 27, 1998
- ----------------------------------------------------- (Principal Executive
James F. Farr Officer)

/s/ DAVID T. TIGHE Vice President and Treasurer March 27, 1998
- ----------------------------------------------------- (Principal Financial and
David T. Tighe Accounting Officer)
</TABLE>

II-11
<PAGE> 15

SIGNATURES

DAILEY WORLDWIDE SERVICES, CORP.

By: /s/ JAMES F. FARR
----------------------------------
James F. Farr
President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 27th day of March, 1998.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ JAMES F. FARR President and Sole Director March 27, 1998
- ----------------------------------------------------- (Principal Executive
James F. Farr Officer)

/s/ DAVID T. TIGHE Vice President and Treasurer March 27, 1998
- ----------------------------------------------------- (Principal Financial and
David T. Tighe Accounting Officer)
</TABLE>

II-12
<PAGE> 16

SIGNATURES

AIR DRILLING INTERNATIONAL, INC.

By: /s/ *CHAMAN MALHOTRA

----------------------------------
Chaman Malhotra
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 27th day of March, 1998.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ JAMES F. FARR Director March 27, 1998
- -----------------------------------------------------
James F. Farr

/s/ *WILLIAM D. SUTTON Director March 27, 1998
- -----------------------------------------------------
William D. Sutton

/s/ DAVID T. TIGHE Vice President and Director March 27, 1998
- -----------------------------------------------------
David T. Tighe

/s/ *JAMES C. BRAME Vice President and Director March 27, 1998
- ----------------------------------------------------- (Principal Financial and
James C. Brame Accounting Officer)

/s/ *CHAMAN MALHOTRA Chairman of the Board, March 27, 1998
- ----------------------------------------------------- President and Director
Chaman Malhotra (Principal Executive
Officer)

/s/ *TOMMY D. RAMSAY Director March 27, 1998
- -----------------------------------------------------
Tommy D. Ramsay

*By: /s/ JAMES F. FARR
------------------------------------------------
James F. Farr
Power of Attorney for
persons indicated
</TABLE>

II-13
<PAGE> 17

SIGNATURES

AIR DRILLING SERVICES, INC.

* By: /s/ CHAMAN MALHOTRA

----------------------------------
Chaman Malhotra
President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 27th day of March, 1998.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ JAMES F. FARR Director March 27, 1998
- -----------------------------------------------------
James F. Farr

/s/ *JAMES C. BRAME Vice President, Treasurer and March 27, 1998
- ----------------------------------------------------- Director (Principal
James C. Brame Financial and Accounting
Officer)

/s/ *CHAMAN MALHOTRA Chairman of the Board, March 27, 1998
- ----------------------------------------------------- President and Director
Chaman Malhotra (Principal Executive
Officer)

/s/ *TOMMY D. RAMSAY Director March 27, 1998
- -----------------------------------------------------
Tommy D. Ramsay

* By: /s/ JAMES F. FARR
- ----------------------------------------------------
James F. Farr
Power of Attorney for
Persons Indicated.
</TABLE>

II-14
<PAGE> 18

INDEX TO EXHIBITS

<PAGE> 19

<PAGE> 20

<PAGE> 21

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
99.1 -- Form of Letter of Transmittal (included in the initial
filing of this Registration Statement).
</TABLE>

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<PAGE> 1
EXHIBIT 3.4
DAILEY INTERNATIONAL, INC.

Certificate of Amendment
to
Certificate of Incorporation

Dailey International, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:

FIRST: That the Board of Directors of the Corporation by
unanimous written consent dated October 6, 1997, unanimously adopted a
resolution proposing and adopting the following amendment to the
Certificate of Incorporation of the Corporation:

(a) That Article 1 of the Company's Certificate of
Incorporation, as amended, be amended and restated in its
entirety to read as follows:

ARTICLE 1

"The name of the Corporation is Dailey Energy Services, Inc."

SECOND: That by unanimous written consent, the sole stockholder
of the Company by unanimous written consent dated October 6, 1997, gave
its approval to such amendment in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Sections 141, 228 and 242
of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its duly elected Secretary this 7th day of October, 1997.

DAILEY INTERNATIONAL, INC.

/s/ William D. Sutton
---------------------------------
William D. Sutton
Secretary
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CERTIFICATE OF INCORPORATION

DAILEY INTERNATIONAL, INC.

1. The name of the corporation is:

Dailey International, Inc.

2. The address of its registered office in the State of Delaware is
100 West Tenth Street in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall
have authority to issue is Ten Thousand (10,000) and the par value of each of
such shares is One Dollar ($1.00) amounting in the aggregate to Ten Thousand
Dollars ($10,000.00).

5. The board of directors is authorized to make, alter or repeal the
by-laws of the corporation. Election of directors need not be by ballot.

6. The name and mailing address of the incorporator is:

L.M. Custis
100 West Tenth Street
Wilmington, Delaware 19801

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this
is my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 6th day of January, 1983.

/s/ L.M. Custis
---------------------------------
L.M. Custis
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FIRST RESTATED BY-LAWS

DAILEY ENERGY SERVICES, INC.
(FORMERLY KNOWN AS DAILEY INTERNATIONAL, INC.)

A Delaware Corporation
U.S.A.

ARTICLE I -- OFFICES

1. REGISTERED OFFICE AND AGENT

The registered office of the corporation shall be maintained at THE
CORPORATION TRUST COMPANY, Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801. The registered office or the registered agent, or
both, may be changed by resolution of the Board of Directors, upon filing the
statement required by law.

2. PRINCIPAL OFFICE

The principal office of the corporation shall be at Unit C, Dolphin
Development, Abbotswell Road, Tullos, Aberdeen, provided that the Board of
directors shall have power to change the location of the principal office in
its discretion to other locations in the United Kingdom.

3. OTHER OFFICES

The corporation may also maintain other offices at such places within or
without the State of Delaware as the Board of Directors may from time to time
appoint or as the business of the corporation may require.

ARTICLE II -- SHAREHOLDERS

1. PLACE OF MEETING

All meetings of shareholders, both regular and special, shall be held
either at the principal office of the corporation in Aberdeen or at such other
place within the United Kingdom, as shall be designated in the Notice of
Meeting.

2. ANNUAL MEETING

The annual meeting of shareholders for the election of directors and for
the transaction of all other business which may come before the meeting shall
be held
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within ninety (90) days after the end of the fiscal year on the date and at the
hour specified in the Notice of Meeting.

If the election of directors shall not be held at the above-described
annual meting, the Board of Directors shall cause the election to be held as
soon thereafter as conveniently may be at a special meeting of the shareholders
called for the purpose of holding such election.

The annual meeting of shareholders may be held for any other person in
addition to the election of directors which may be specified in a notice of
such meeting. The meeting may be called by resolution of the Board of
Directors or by a writing filed with the secretary signed either by a majority
of the directors or by shareholders owning a majority in amount of the entire
capital stock of the corporation issued and outstanding and entitled to vote at
any such meeting.

3. NOTICE OF SHAREHOLDERS' MEETING

A written or printed notice stating the place, day and hour of the
meeting, and in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) nor more than
fifty (50) days before the date of the meeting, either personally or by mail,
by or at the direction of the president, secretary or the officer or person
calling the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the mail addressed to the shareholder at his address as it appears on the
share transfer books of the corporation, with postage thereof prepaid.

4. VOTING OF SHARES

Each outstanding share, regardless of class, shall be entitled to one
vote on each matter submitted to a vote at a meeting of shareholders, except to
the extent that the voting rights of the shares of any class or classes are
limited or denied by the Articles of Incorporation or by law.

Treasury shares, shares of its own stock owned by another corporation
the majority of the voting stock of which is owned or controlled by this
corporation, and shares of its own stock held by this corporation in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.

A shareholder may vote either in person or by proxy executed in writing
by the shareholder or by his duly authorized attorney-in-fact. No proxy shall
be valid after eleven (11) months from the date of its execution unless
otherwise provided in the proxy. Each proxy shall be revocable unless
expressly provided therein to be irrevocable, and in no event shall it remain
irrevocable for a period of more than eleven (11) months.

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5. CLOSING TRANSFER BOOKS AND FIXING RECORD DATE

For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide
that the share transfer books shall be closed for a stated period not exceeding
fifty (50) days. If the stock transfer books shall be closed for the purpose
of determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten (10) days immediately
preceding such meeting. In lieu of closing the stock transfer books, the by-
laws, or in the absence of an applicable by-laws, the Board of Directors may
fix in advance a date as the record date for any such determination of
shareholders, not later than fifty (50) days and, in case of a meeting of
shareholders, not earlier than ten (10) days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If the share transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, except where the determination has been
made through the closing of share transfer books and the stated period of
closing has expired.

6. QUORUM OF SHAREHOLDERS

Unless otherwise provided in the articles of incorporation, the holders
of a majority of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders, but in no event
shall a quorum consist of the holders of less than one-half ( 1/2) of the
shares entitled to vote and thus represented at such meeting. The vote of the
holders of a majority of the shares entitled to vote and thus represented at a
meeting at which a quorum is present shall be the act of the shareholders'
meeting, unless the vote of a greater number is required by law, the articles
of incorporation or the by-laws.

7. VOTING LISTS

The officer or agent having charge of the share transfer books for the
shares of the corporation shall make, at least ten (10) days before each
meeting of a shareholders, a complete list of the shareholder entitled to vote
at such meeting or any adjournment thereof, arranged in alphabetical order,
with the address of and the number of shares held by each, which list, for a
period of ten (10 ) days prior to such meeting, shall be kept on file at the
registered office of the corporation and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole time of the
meeting. The original share

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transfer books shall be prima-facie evidence as to who are the shareholders
entitled to examine such list or transfer books or to vote at any meeting of
shareholders.

ARTICLE III -- DIRECTORS

1. BOARD OF DIRECTORS

The business and affairs of the corporation shall be managed by a Board
of Directors. Directors need not be residents of the State of Delaware or
shareholders in the corporation.

2. NUMBER AND ELECTION OF DIRECTORS

The number of directors shall be three (3), provided that the number may
be increased or decreased from time to time by an amendment to these by-laws,
but no decrease shall have the effect of shortening the term of any incumbent
director. At each annual election, the shareholders shall elect directors to
hold office until the next succeeding annual meeting.

3. VACANCIES

Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of the remaining directors, though less than a quorum of the
board. A director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. Any directorship to be filled by reason of
an increase in the number of directors shall be filled by reason of an increase
in the number of directors shall be filled by election at an annual meeting or
at a special meeting of shareholders called for that purpose.

4. QUORUM OF DIRECTORS

A majority of the Board of Directors shall constitute a quorum for the
transaction of business. The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors.

5. ANNUAL MEETING OF DIRECTORS

Within thirty (30) days after each annual meeting of shareholders, the
Board of Directors elected at such meeting shall hold an annual meeting at
which they shall elect officers and transact such other business as shall come
before the meeting.

6. REGULAR MEETING OF DIRECTORS

A regular meeting of the Board of Directors may be held at such time as
shall be determined from time to time by resolution of the Board of Directors.

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7. SPECIAL MEETINGS OF DIRECTORS

The secretary shall call a special meeting of the Board of Directors
whenever requested to do so by the president or by one director. Such special
meeting shall be held at the time specified in the Notice of Meeting.

8. PLACE OF DIRECTORS' MEETINGS

All meetings of the Board of Directors (annual, regular or special)
shall be held within the United Kingdom.

9. NOTICE OF DIRECTORS' MEETINGS

All meetings of the Board of Directors (annual, regular or special)
shall be held upon five (5) days' written notice stating the date, place and
hour of meeting delivered to each director either personally or by mail or at
the direction of the president or the secretary or the officer or person
calling the meeting.

In any case where all of the directors execute a waiver of notice of the
time and place of meeting, no notice thereof shall be required, and any such
meeting (whether annual, regular or special) shall be held at the time and at
the place within the United Kingdom specified in the waiver of notice.
Attendance of a director at any meeting shall constitute a waiver of notice of
such meeting, except where the directors attend a meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

Neither the business to be transacted at nor the purpose of any annual,
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

Any action permitted to the Directors under the Articles of
Incorporation or the by-laws herein may be taken either with or without a
meeting. In the event that the Directors consent to action without a meeting,
they shall cause a record of such consent to be placed with minutes of the
directors meetings in the corporate records. Furthermore, any such action by
directors without a meeting shall be in accordance with Section 141(f) of the
Delaware General Corporation Law, as amended.

The directors or secretary shall notify the shareholders at least ten
(10) days in advance of any meeting of the board of directors and shall submit
to the shareholders a copy of the proposed agenda for the meeting. The
shareholders shall be entitled to comment on the items to be discussed, offer
their opinion as to proposed board action or suggest additional items be placed
on the agenda for consideration by the board of directors.

10. COMPENSATION

Directors as such, shall not receive any stated salary for their
services, but by resolution of the Board of Directors, a fixed sum and expenses
of attendance, if any,

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may be allowed for attendance at each annual, regular or special meeting of the
board, provided that nothing herein contained shall be construed to preclude
any director from serving the corporation in any other capacity and receiving
compensation therefore.

ARTICLE IV -- OFFICERS

1. OFFICERS' ELECTION

The officers of the corporation shall consist of a president, one or
more vice-presidents, a secretary, one or more assistant-secretaries, a
treasurer, and one or more assistant-treasurers. All such officers shall be
elected at the annual meeting of the Board of Directors provided for in Article
III, Section 5. If any office is not filled at such annual meeting, it may be
filled at any subsequent regular or special meeting of the board. The Board of
Directors at such annual meeting or at any subsequent regular or special
meeting may also elect or appoint such other officers and assistant officers
and agents as may be deemed necessary. Any two or more offices may be held by
the same person, except the offices of president and secretary.

All officers and assistant officers shall be elected to serve until the
next annual meeting of directors (following the next annual meeting of
shareholders) or until their successors are elected; provided that any officer
or assistant officers elected or appointed by the Board of Directors may be
removed with or without cause at any regular or special meeting of the board
whenever in the judgment of the Board of Directors the best interests of the
corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Any agent appointed
shall serve for such term, no longer than the next annual meeting of the Board
of Directors, as shall be specified, subject to like right of removal by the
Board of Directors.

2. VACANCIES

If any office becomes vacant for any reason, the vacancy may be filled
by the Board of Directors.

3. POWER OF OFFICERS

Each officer shall have, subject to these by-laws, in addition to the
duties and powers specified specifically set forth herein, such powers and
duties as are commonly incident to his office and such duties and powers as the
Board of Directors shall from time to time designate. All officers shall
perform their duties subject to the directions and under the supervision of the
Board of Directors. The president may secure the fidelity of any and all
officers by bond or otherwise.

4. PRESIDENT

The president shall preside at all meetings of the directors and
shareholders. He shall see that all orders and resolutions of the board are
carried out, subject however,

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to the right of the directors to delegate specific powers, except such as may
be by statute exclusively conferred on the president, to any other officers of
the corporation.

He or any vice-president shall execute bonds, mortgages and other
instruments requiring a seal, in the name of the corporation, and when
authorized by the board, he or any vice-president may affix the seal to any
instrument requiring the same, and the seal when so affixed shall be attested
by the signature of either the secretary or an assistant secretary. He or any
vice-president shall sign certificates of stock.

The President shall be ex-officio a member of all standing committees.

He shall submit a report of the operations of the corporation for the
year to the directors at their meeting next preceding the annual meeting of the
shareholders and to the shareholders at their annual meeting.

5. CHAIRMAN

The Chairman shall, in the absence or disability of the President,
perform the duties and exercise the powers of the President, and he shall
perform such other duties as the Board of Directors shall prescribe.

6. VICE-PRESIDENTS

The vice-presidents in the order of seniority of service as an officer
(not service as an employee) shall, in the absence or disability of the
president and the Chairman, perform the duties and exercise the powers of the
president, and they shall perform such other duties as the Board of Directors
shall prescribe.

7. THE SECRETARY AND ASSISTANT SECRETARIES

The Secretary shall attend all meetings of the board and all meetings of
the shareholders and shall record all votes and the minutes of all proceedings
and shall perform like duties for the standing committees when required. He
shall give or cause to be given notice of all meetings of the shareholders and
all meetings of the Board of Directors and shall perform such other duties as
may be prescribed by the board. He shall keep in safe custody the seal of the
corporation, and when authorized by the board, affix the same to any instrument
requiring it, and when so affixed, it shall be attested by his signature or by
the signature of an assistant secretary.

In the absence of the secretary or an assistant secretary, the minutes
of all meetings of the board and shareholders shall be recorded by such person
as shall be designated by the president or by the Board of Directors.

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8. THE TREASURER AND ASSISTANT TREASURERS

The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of
Directors.

The treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements. He shall keep and maintain the corporation's books of account
and shall render to the president and directors an account of all of his
transactions as treasurer and of the financial condition of the corporation and
exhibit his books, records and accounts to the president or directors at any
time. He shall disburse funds for capital expenditures as authorized by the
Board of Directors and in accordance with the orders of the president, and
present to the president for his attention any requests for disbursing funds if
in the judgment of the treasurer any such request is not properly authorized.
He shall perform such other duties as may be directed by the Board of Directors
or by the president.

If required by the Board of Directors, he shall give the corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the board for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the corporation.

The assistant treasurers in the order of their seniority shall, in the
absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer, and they shall perform such other duties as the Board
of Directors shall prescribe.

ARTICLE V -- CERTIFICATES OF STOCK; TRANSFER, ETC.

1. CERTIFICATES OF STOCK

The certificates for shares of stock of the corporation shall be
numbered and shall be entered in the corporate stock transfer register as they
are issued. They shall exhibit the holder's name and number of shares and
shall be signed by the president or a vice-president and the secretary or an
assistant secretary and shall be sealed with the seal of the corporation or a
facsimile thereof. If the corporation has a transfer agent or a registrar,
other than the corporation itself or an employee of the corporation, the
signatures of any such officer may be facsimile. In case any officer or
officers who shall have signed or whose facsimile signature or signatures shall
have been used on any such certificate or certificates shall cease to be such
officer or officers of the corporation, whether because of death, resignation
or otherwise, before said certificate or certificates shall have been issued,
such certificate may nevertheless be issued by the corporation with the same
effect as though the person or persons who signed such certificates or whose
facsimile signature or signatures shall have been used thereon had

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been such officer or officers at the date of its issuance. Certificates shall
be in such form as shall in conformity to law be prescribed from time to time
by the Board of Directors.

The corporation may appoint from time to time transfer agents and
registrars, who shall perform their duties under the supervision of the
secretary.

2. TRANSFERS OF SHARES

The transfer, by the holder thereof, of all issued shares of the
Corporation shall require the prior express approval of the Corporation.

Upon surrender to the corporation or the transfer of the corporation of
a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate, and record the transaction upon its books.

3. REGISTERED SHAREHOLDERS

The corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such
share on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by law.

4. LOST CERTIFICATE

The Board of Directors may direct a new certificate or certificates to
be issued in place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost. When
authorizing such issue of a new certificate or certificates, the Board of
Directors in its discretion as a condition precedent to the issuance thereof,
may require the owner of such lost or destroyed certificate or certificates or
his legal representative to advertise the same in such manner as it shall
require or to give the corporation a bond with surety and in form satisfactory
to the corporation (which bond shall also name the corporation's transfer
agents and registrars, if any, as obligees) in such sum as it may direct as
indemnity against any claim that may be made against the corporation or other
obligees with respect to the certificate alleged to have been lost or
destroyed, or to advertise and also give such bond.

ARTICLE VI -- DIVIDEND

1. DECLARATION

The Board of Directors may declare at any annual, regular or special
meeting of the board and the corporation may pay dividends on the outstanding
shares in cash,

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property or in the shares of the corporation to the extent permitted by, and
subject to the provisions of, the laws of the State of Delaware.

2. RESERVES

Before payment of any dividend, there may be set aside out of any funds
of the corporation available for dividends such sum or sums as the directors
from time to time in their absolute discretion think proper as a reserve fund
to meet contingencies or for equalizing dividends or for repairing or
maintaining any property of the corporation or for such other purpose as the
directors shall think conducive to the interest of the corporation, and the
directors may abolish any such reserve in the manner in which it was created.

ARTICLE VII -- MISCELLANEOUS

1. INFORMAL ACTION

Any action required to be taken or which may be taken at a meeting of
the shareholders, directors or members of the executive committee may be taken
without a meeting if a consent in writing setting forth the action so taken
shall be signed by all of the shareholders, directors or members of the
executive committee, as the case may be, entitled to vote with respect to the
subject matter thereof, and such consent shall have the same force and effect
as a unanimous vote of the shareholders, directors or members of the executive
committee as the case may be, at a meeting of said body.

2. SEAL

The corporate seal shall be circular in form and shall contain the name
of the corporation, the year of its incorporation and the words "DELAWARE" and
"CORPORATE SEAL." The seal may be used by causing it or a facsimile to be
impressed or affixed or in any other manner reproduced. The corporate seal may
be altered by order of the Board of Directors at any time.

3. CHECKS

All checks or demands for money and notes of the corporation shall be
signed by such officer or officers or such other person or persons as the Board
of Directors may from time to time designate.

4. FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of May
in each and every year.

5. DIRECTORS' ANNUAL STATEMENT

The Board of Directors shall present at each annual meeting of
shareholders a full and clear statement of the business and condition of the
corporation.

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6. CLOSE CORPORATIONS: MANAGEMENT BY SHAREHOLDERS

If the articles of incorporation of the corporation and each certificate
representing its issued and outstanding shares states that the business and
affairs of the corporation shall be managed by the shareholders of the
corporation rather than by a Board of Directors, then, whenever the context so
requires the shareholders of the corporation shall be deemed the directors of
the corporation for purposes of applying any provision of these by-laws.

7. AMENDMENTS

These by-laws may be altered, amended or repealed in whole or in part by
either the affirmative vote of the holders of three-fourths ( 3/4) of the
shares outstanding and entitled to vote, or such power may be exercised by the
three-fourths ( 3/4) vote of the Board of Directors.

APPROVED:

/s/ JACK D. BAKER
-------------------------------
Jack D. Baker, Director

/s/ GRAHAM BERRY
-------------------------------
Graham Berry, Director

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CERTIFICATE OF INCORPORATION

DAILEY INTERNATIONAL SALES CORPORATION

i. The name of the corporation is:

DAILEY INTERNATIONAL SALES CORPORATION

ii. The address of its registered office in the State of Delaware is
100 West Tenth Street in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.

iii. The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.

iv. The total number of shares of stock which the corporation shall
have authority to issue is Five Thousand (5,000) and the par value of each of
such shares is One Dollar ($1.00) amounting in the aggregate to Five Thousand
Dollars ($5,000.00).

v. The board of directors is authorized to make, alter or repeal the
by-laws of the corporation. Election of directors need not be by written
ballot.

vi. The name and mailing address of the incorporator is:

L.M. Custis
100 West Tenth Street
Wilmington, Delaware 19801

/s/ L.M.CUSTIS
------------------------------
L.M. Custis

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BY-LAWS
OF
DAILEY INTERNATIONAL SALES CORPORATION
ARTICLE I

OFFICES

SECTION 1.l. Registered Office. The registered office of the
corporation in the State of Delaware shall be in the city of Wilmington, County
of New Castle, and the name of its registered agent shall be The Corporation
Trust Company.

SECTION 1.2. Other Offices. The corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation
may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 2.1. Place of Meeting. All meetings of stockholders for the
election of directors shall be held at such place, either within or without the
State of Delaware, as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

SECTION 2.2. Annual Meeting. The annual meeting of stockholders shall
be held at such date and time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting.

SECTION 2.3. Voting List. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice, or if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

SECTION 2.4. Special Meeting. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the President or by the Board of
Directors or by written order of a majority of the directors and shall be
called by the President or the Secretary at the request in writing of
stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote.

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Such request shall state the purposes of the proposed meeting. The President
or directors so calling, or the stockholders so requesting, any such meeting
shall fix the time and any place, either within or without the State of
Delaware, as the place for holding such meeting.

SECTION 2.5. Notice of Meeting. Written notice of the annual, and each
special meeting of stockholders, stating the time, place and purpose or
purposes thereof, shall be given to each stockholder entitled to vote thereat,
not less than ten nor more than 50 days before the meeting.

SECTION 2.6. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy(1) shall constitute a quorum at any meeting of stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. Notwithstanding the other provisions of the
Certificate of Incorporation or these bylaws, the holders of a majority of the
shares of capital stock entitled to vote thereat, present in person or
represented by proxy, whether or not a quorum is present, shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented. If the
adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting.
At such adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally notified.

SECTION 2.7. Voting. When a quorum is present at any meeting of the
stockholders, the vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which, by express
provision of the statutes, of the Certificate of Incorporation or of these by-
laws, a different vote is required, in which case such express provision shall
govern and control the decision of such question. Every stockholder having the
right to vote shall be entitled to vote in person, or by proxy appointed by an
instrument in writing subscribed by such stockholder, bearing a date not more
than three years prior to voting, unless such instrument provides for a longer
period, and filed with the Secretary of the corporation before, or at the time
of, the meeting. If such instrument shall designate two or more persons to act
as proxies, unless such instrument shall provide the contrary, a majority of
such persons present at any meeting at which their powers thereunder are to be
exercised shall have and may exercise all the powers of voting or giving
consents thereby conferred, or if only one be present, then such powers may be
exercised by that one; or, if an even number attend and a majority do not agree
on any particular issue, each proxy so attending shall be entitled to exercise
such powers in respect of the same portion of the shares as he is of the
proxies representing such shares.

SECTION 2.8. Consent of Stockholders. Whenever the vote of
stockholders at a meeting thereof is required or permitted to be taken for or
in connection with any corporate action by any provision of the statutes, the
meeting and vote of stockholders may be dispensed with if all the stockholders
who would have been entitled to vote

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<PAGE> 17
upon the action if such meeting were held shall consent in writing to such
corporate action being taken; or on the written consent of the holders of stock
having not less than the minimum percentage of the vote required by statute for
the proposed corporate action, and provided that prompt notice must be given to
all stockholders of the taking of corporate action without a meeting and by
less than unanimous written consent.

SECTION 2.9. Voting of Stock of Certain Holders. Shares standing in
the name of another corporation, domestic or foreign, may be voted by such
officer, agent or proxy as the by-laws of such corporation may prescribe, or in
the absence of such provision, as the Board of Directors of such corporation
may determine. Shares standing in the name of a deceased person may be voted
by the executor or administrator of such deceased person either in person or by
proxy. Shares standing in the name of a guardian, conservator or trustee may
be voted by such fiduciary, either in person or by proxy, but no such fiduciary
shall be entitled to vote shares held in such fiduciary capacity without a
transfer of such shares into the name of such fiduciary. Shares standing in
the name of a receiver may be voted by such receiver. A stockholder whose
shares are pledged shall be entitled to vote such shares, unless in the
transfer by the pledgor on the books of the corporation, he has expressly
empowered the pledgee to vote thereon, in which case only the pledgee, or his
proxy, may represent the stock and vote thereon.

SECTION 2.10. Treasury Stock. The corporation shall not vote, directly
or indirectly, shares of its own stock owned by it; and such shares shall not
be counted in determining the total number of outstanding shares.

SECTION 2.11. Fixing Record Date. The Board of Directors may fix in
advance a date, not exceeding 60 days preceding the date of any meeting of
stockholders, or the date for payment of any dividend or distribution, or the
date from the allotment of rights, or the date when any change, or conversion
or exchange of capital stock shall go into effect, or a date in connection with
obtaining a consent, as a record date for the determination of the stockholders
entitled to notice of, and to vote at, any such meeting and any adjournment
thereof, or entitled to receive payment of any such dividend or distribution,
or to receive any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent, and in such case such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, any such meeting and any adjournment thereof, or to
receive payment of such dividend or distribution, or to receive such allotment
of rights, or to exercise such rights, or to give such consent, as the case may
be, notwithstanding any transfer of any stock on the books of the corporation
after any such record date fixed as aforesaid.

ARTICLE III

BOARD OF DIRECTORS

SECTION 3.1. Powers. The business and affairs of the corporation shall
be managed by its Board of Directors, which may exercise all such powers of the

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corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.

SECTION 3.2. Number, Election and Term. The number of directors which
shall constitute the whole Board shall be not less than one. Such number of
directors shall from time to time be fixed and determined by the directors and
shall be set forth in the notice of any meeting of stockholders held for the
purpose of electing directors. The directors shall be elected at the annual
meeting of stockholders, except as provided in Section 3.3, and each director
elected shall hold office until his successor shall be elected and shall
qualify. Directors need not be residents of Delaware or stockholders of the
corporation.

SECTION 3.3. Vacancies, Additional Directors and Removal From Office.
If any vacancy occurs in the Board of Directors caused by death, resignation,
retirement, disqualification or removal from office of any director, or
otherwise, or if any new directorship is created by an increase in the
authorized number of directors, a majority of the directors then in office,
though less than a quorum, or a sole remaining director, may choose a successor
or fill newly created directorship; and a director so chosen shall hold office
until the next annual election and until his successor shall be duly elected
and shall qualify, unless sooner displaced. Amy director may be removed either
for or without cause at any special meeting of stockholders duly called and
held for such purpose.

SECTION 3.4. Regular Meeting. A regular meeting of the Board of
Directors shall be held each year, without other notice than this by-law, at
the place of, and immediately following, the annual meeting of stockholders;
and other regular meetings of the Board of Directors shall be held each year,
at such time and place as the Board of Directors may provide, by resolution,
either within or without the State of Delaware, without other notice than such
resolution.

SECTION 3.5. Special Meeting. A special meeting of the Board of
Directors may be called by the Chairman of the Board or by the President and
shall be called by the Secretary on the written request of any two directors.
The Chairman or President so calling, or the directors so requesting, any such
meeting shall fix the time and any place, either within or without the State of
Delaware, as the place for holding such meeting.

SECTION 3.6. Notice of Special Meeting. Written notice of special
meetings of the Board of Directors shall be given to each director at least 48
hours prior to the time of such meeting. Any director may waive notice of any
meeting. The attendance of a director at any meeting shall constitute a waiver
of notice of such meeting except where a director attends a meeting for the
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened. Neither the business to be transacted at, nor
the purpose of, any special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting, except that notice shall be
given of any proposed amendment to the by-laws if it is to be adopted at any
special meeting or with respect to any other matter where notice is required by
statute.

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<PAGE> 19
SECTION 3.7. Quorum. A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, and the act of a majority of the directors present at any meeting
at which there is a quorum shall be the act of the Board of Directors, except
as may be otherwise specifically provided by statute, by the Certificate of
Incorporation or by these by-laws. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

SECTION 3.8. Action Without Meeting. Unless otherwise restricted by
the Certificate of Incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof as provided in Article IV of these by-laws, may be taken
without a meeting, if a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.

SECTION 3.9. Compensation. Directors, as such, shall not be entitled
to any stated salary for their services unless voted by the stockholders or the
Board of Directors; but by resolution of Board of Directors, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular
or special meeting of the Board of Directors or any meeting of a committee of
directors. No provision of these by-laws shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.

ARTICLE IV

COMMITTEE OF DIRECTORS

SECTION 4.1. Designation, Powers and Name. The Board of Directors may,
by resolution passed by a majority of the whole Board, designate one or more
committees, including, if they shall so determine, an Executive Committee, each
such committee to consist of two or more of the directors of the corporation.
The committee shall have and may exercise such of the powers of the Board, of
Directors in the management of the business and affairs of the corporation as
may be provided in such resolution. The committee may authorize the seal of
the corporation to be affixed to all papers which may require it. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
such committee. In the absence or disqualification of any member of such
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member. Such
committee or committee or committees shall have such name or names and such
limitations of authority as may be determined from time to time by resolution
adopted by the Board of Directors.

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SECTION 4.2. Minutes. Each committee of directors shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
required.

SECTION 4.3. Compensation. Members of special or standing committees
may be allowed compensation for attending committee meetings, if the Board of
Directors shall so determine.

ARTICLE V

NOTICE

SECTION 5.1. Methods of Giving Notice. Whenever under the provisions
of the statutes, the Certificate of Incorporation or these by-laws, notice is
required to be given to any director, member of any committee or stockholder,
such notice shall be in writing and delivered personally or mailed to such
director, member or stockholder; provided that in the case of a director or a
member of any committee such notice may be given orally or by telephone or
telegram. If mailed, notice to a director, member of a committee or
stockholder shall be deemed to be given when deposited in the United States
mail first class in a sealed envelope, with postage thereon prepaid, addressed,
in the case of a stockholder, to the stockholder at the stockholder's address
as it appears on the records of the corporation or, in the case of a director
or a member of a committee to such person at his business address. If sent by
telegraph, notice to a director or member of a committee shall be deemed to be
given when the telegram, so addressed, is delivered to the telegraph company.

SECTION 5.2. Written Waiver. Whenever any notice is required to be
given under the provisions of the statutes, the Certificate of Incorporation or
these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

ARTICLE VI

OFFICERS

SECTION 6.1. Officers. The officers of the corporation shall be a
Chairman of the Board and Vice Chairman of the Board (if such offices are
created by the Board), a President, one or more Vice Presidents, any one or
more of which may be designated Executive Vice President or Senior Vice
President, a Secretary and Treasurer. The Board of Directors may by resolution
create the office of Vice Chairman of the Board and define the duties of such
office. The Board of Directors may appoint such other officers and agents,
including Assistant Vice Presidents, Assistant Secretaries and Assistant
Treasurers, as it shall deem necessary, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined by the Board. Any two or more offices, other than the offices of
President and Secretary, may be held by the same person. No officer shall
execute, acknowledge, verify or countersign any instrument on behalf of the
corporation in more than one capacity, if such instrument is required by law,
by these by-laws or by any act of the

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<PAGE> 21
corporation to be executed, acknowledged, verified or countersigned by two or
more officers. The Chairman and Vice Chairman of the Board shall be elected
from among the directors. With foregoing exceptions, none of the other
officers need be a director, and none of the officers need be a stockholder of
the corporation.

SECTION 6.2. Election and Term of Office. The officers of the
corporation shall be elected annually by the Board of Directors at its first
regular meeting held after the annual meeting of stockholders or as soon
thereafter as conveniently possible. Each officer shall hold office until his
successor shall have been chosen and shall have qualified or until his death or
the effective date of his resignation or removal, or until he shall cease to be
a director in the case of the Chairman and Vice Chairman.

SECTION 6.3. Removal and Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed without cause by the
affirmative vote of a majority of the Board of Directors whenever, in its
judgment, the best interest of the corporation shall be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed. Any officer may resign at any time by giving written
notice to the corporation. Any such resignation shall take effect at the date
of the receipt of such notice or at any later time specified therein, and
unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.

SECTION 6.4. Vacancies. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.

SECTION 6.5. Salaries. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors or pursuant to its
direction; and no officer shall be prevented from receiving such salary by
reason of his also being a director.

SECTION 6.6. Chairman of the Board. The Chairman of the Board (if such
office is created by the Board) shall preside at all meetings of the Board of
Directors or of the stockholders of the corporation. In the Chairman's
absence, such duties shall be attended to by the Vice Chairman of the Board.
The Chairman shall formulate and submit to the Board of Directors or the
Executive Committee matters of general policy for the corporation and shall
perform such other duties as usually appertain to the office or as may be
prescribed by the Board of Directors or the Executive Committee.

SECTION 6.7. President. The President shall be the chief executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control the business and affairs of
the corporation. In the absence of the Chairman of the Board or the Vice
Chairman of the Board (if such offices are created by the Board), the President
shall preside at all meetings of the Board of Directors and of the
stockholders. He may also preside at any such meeting attended by the Chairman
or Vice Chairman of the Board if he is so designated by the Chairman, or in the
Chairman's absence by the Vice Chairman. He shall have the power to appoint
and remove subordinate officers, agents and employees, except those elected or
appointed

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by the Board of Directors. The President shall keep the Board of Directors and
the Executive Committee fully informed and shall consult them concerning the
business of the corporation. He may sign with the Secretary or any other
officer of the corporation thereunto authorized by the Board of Directors,
certificates for shares of the corporation and deeds, bonds, mortgages,
contracts, checks, notes, drafts or other instruments which the Board of
Directors has authorized to be executed, except in cases where the signing and
execution thereof has been expressly delegated by these by-laws or by the Board
of Directors to some other officer or agent of the corporation, or shall be
required by law to be otherwise executed. He shall vote, or give a proxy to
any other officer of the corporation to vote, all shares of stock of any other
corporation standing in the name of the corporation, and in general, he shall
perform all other duties normally incident to the office of President and such
other duties as may be prescribed by the stockholders, the Board of Directors
or the Executive Committee from time to time.

SECTION 6.8. Vice Presidents. In the absence of the President, or in
the event of his inability or refusal to act, the Executive Vice President (or
in the event there shall be no Vice President designated Executive Vice
President, any Vice President designated by the Board) shall perform the duties
and exercise the powers of the President. Any Vice President may sign, with
the Secretary or Assistant Secretary, certificates for shares of the
corporation. The Vice Presidents shall perform such other duties as from time
to time may be assigned to them by the President, the Board of Directors or the
Executive Committee

SECTION 6.9. Secretary. The Secretary shall (a) keep the minutes of
the meetings of the stockholders, the Board of Directors and committees of
directors; (b) see that all notices are duly given in accordance with the
provisions of these bylaws and as required by law; (c) be custodian of the
corporate records and of the seal of the corporation, and see that the seal of
the corporation or a facsimile thereof is affixed to all certificates for the
shares prior to the issue thereof and to all documents, the execution of which
on behalf of the corporation under its seal is duly authorized in accordance
with the provisions of these by-laws; (d) keep or cause to be kept a register
of the post office address of each stockholder which shall be furnished by such
stockholder; (e) sign with the President, or an Executive Vice President or
Vice President, certificates for shares of the corporation, the issue of which
shall have been authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the corporation; and (g) in
general, perform all duties normally incident to the office of Secretary and
such other duties as from time to time may be assigned to him by the President,
the Board of Directors or the Executive Committee.

SECTION 6.10. Treasurer. If required by the Board of Directors, the
Treasure shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall (a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever and deposit all such
moneys in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Section
7.3 of these by-laws; (b) prepare, or cause to be prepared, for

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submission at each regular meeting of the Board of Directors, at each annual
meeting of the stockholders, and at such other times as may be required by the
Board of Directors, the President or the Executive Committee, a statement of
financial condition of the corporation in such detail as may be required; and
(c) in general, perform all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the President,
the Board of Directors or the Executive Committee.

SECTION 6.11. Assistant Secretary or Treasurer The Assistant
Secretaries and Assistant Treasurers shall, in general, perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or
by the President, the Board of Directors or the Executive Committee. The
Assistant Secretaries and Assistant Treasurers shall, in the absence of the
Secretary or Treasurer, respectively, perform all functions and duties which
such absent officers may delegate, but such delegation shall not relieve the
absent officer from the responsibilities and liabilities of his office. The
Assistant Secretaries may sign, with the President or a Vice President,
certificates for shares of the corporation, the issue of which shall have been
authorized by a resolution of the Board of Directors. The Assistant Treasurers
shall respectively, if required by the Board of Directors, give bonds for the
faithful discharge of their duties in such sums and with such sureties as the
Board of Directors shall determine.

ARTICLE VII

CONTRACTS, CHECKS AND DEPOSITS

SECTION 7.1. Contracts. Subject to the provisions of Section 6.1, the
Board of Directors may authorize any officer, officers, agent or agents, to
enter into any contract or execute an deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances.

SECTION 7.2. Checks, etc. All checks, demands, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in
the name of the corporation, shall be signed by such officer or officers or
such agent or agents of the corporation, and in such manner, as shall be
determined by the Board of Directors.

SECTION 7.3. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time, to the credit of the corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.

ARTICLE VIII

CERTIFICATES OF STOCK

SECTION 8.1. Issuance. Each stockholder of this corporation shall be
entitled to a certificate or certificates showing the number of shares of stock
registered in his name on the books of the corporation. The certificates shall
be in such form as may be determined by the Board of Directors, shall be issued
in numerical order and shall be entered in the books of the corporation as they
are issued. They shall exhibit the

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<PAGE> 24
holder's name and number of shares and shall be signed by the President or a
Vice President and by the Secretary or an Assistant Secretary. If any
certificate is countersigned (l) by a transfer agent other than the corporation
or any employee of the corporation, or (2) by a registrar other than the
corporation or any employee of the corporation, any other signature on the
certificate may be facsimile. If the corporation shall be authorized to issue
more than one class of stock or more than one series of any class, the
designations, preferences and relative participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and rights shall be set forth
in full or summarized on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock, a statement
that the corporation will furnish to each stockholder who so requests the
designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and rights. All certificates
surrendered to the corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in the case of a
lost, stolen, destroyed or mutilated certificate a new one may be issued
therefor upon such terms and with such indemnity, if any, to the corporation as
the Board of Directors may prescribe. Certificates shall not be issued
representing fractional shares of stock.

SECTION 8.2. Lost Certificates. The Board of Directors may direct a
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate or certificates alleged to have been lost,
stolen or destroyed, or both.

SECTION 8.3. Transfers. Upon surrender to the corporation or the
transfer agent of the corporation. of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty or the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books. Transfers of shares shall be made only on the
books of the corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney and filed with the Secretary of the
corporation or the transfer agent.

SECTION 8.4. Registered Stockholders. The corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall

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have express or other notice thereof, except as otherwise provided by the laws
of the State of Delaware.

ARTICLE IX

DIVIDENDS

SECTION 9.1. Declaration. Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or in
shares of capital stock, subject to the provisions of the Certificate of
Incorporation.

SECTION 9.2. Reserve. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the Board of Directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the Board of Directors shall think conducive to the
interest of the corporation, and the Directors may modify or abolish any such
reserve in the manner in which it was created.

ARTICLE X

INDEMNIFICATION

SECTION 10.1. Third Party Actions. The corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

SECTION 10.2. Actions by or in the Right of the Corporation. The
corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was

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a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

SECTION 10.3. Determination of Conduct. The determination of an
officer, director, employee or agent, has met the applicable standard of
conduct set forth in Sections 10.1 and 10.2 (unless indemnification is ordered
by a court) shall be made (1) by the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such quorum is not obtainable, or even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.

SECTION 10.4. Payment of Expenses in Advance. Expenses incurred in
defending a civil or criminal action, suit or proceeding shall be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the corporation as authorized in this Article X.

SECTION 10.5. Definition. For purposes of this Article x, references
to "the corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors,
officers, and employees or agents, so that any person who is or who was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the
provisions of this Article X, with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if
its separate existence had continued.

SECTION 10.6. Indemnity Not Exclusive. The indemnification provided
hereunder shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any other by-law, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office, and shall

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continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1. Seal. The corporate seal shall have inscribed thereon
the name of the corporation, and the words "Corporate Seal, Delaware"'. The
seal may be used by causing it or a facsimile thereof to be impressed or
affixed or otherwise reproduced.

SECTION 11.2. Books. The books of the corporation may be kept (subject
to any provision contained in the statutes) outside the State of Delaware at
the offices of the corporation at Houston, Texas, or at such other place or
places as may be designated from time to time by the Board of Directors.

ARTICLE XII

AMENDMENT

These by-laws may be altered, amended or repealed at any regular meeting
of the Board of Directors without prior notice, or at any special meeting of
the Board of Directors if notice of such alteration, amendment or repeal be
contained in the notice of such special meeting.

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<PAGE> 28

CERTIFICATE OF INCORPORATION

COLOMBIA PETROLEUM SERVICES CORP.

i. The name of the corporation is:

COLOMBIA PETROLEUM SERVICES CORP.

iv. The total number of shares of stock which the corporation shall
have authority to issue is One Thousand (1,000) and the par value of each of
such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand
Dollars ($1,000.00).

v. The board of directors is authorized to make, alter or repeal the
by-laws of the corporation. Election of directors need not be by ballot.

vi. The name and mailing address of the incorporator is:

L.M. Custis
100 West Tenth Street
Wilmington, Delaware 19801

/s/ L.M. CUSTIS
-----------------------------
L.M. Custis

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<PAGE> 29
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
OF COLOMBIA PETROLEUM SERVICES CORP.

COLOMBIA PETROLEUM SERVICES CORP., a corporation organized and existing
under the General Corporation Law of the State of Delaware does hereby certify:

The amendment to the Corporation's Certificate of Incorporation set
forth in the following resolutions approved by the Corporation's Board of
Directors and stockholders was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware:

RESOLVED, that the Certificate of Incorporation of the corporation be
amended by striking Article 3 in its entirety and replacing therefor:

3. The nature of the business or purposes to be conducted or
promoted is to engage in the supply of drilling equipment and
corresponding tests; drilling of wells. In relation with such services,
the company may render those of supply, maintenance of equipment,
elements and tools. In addition and in relation with such services, the
company may perform directly the activities necessary for the rendering
of the principal service such as civil works, transportation of
equipment and personnel, telecommunications, etc.

IN WITNESS WHEREOF, COLOMBIA PETROLEUM SERVICES CORP. has caused this
Certificate to be signed and attested by its duly authorized officers this 28th
day of January, 1992.

COLOMBIA PETROLEUM SERVICES CORP.

/s/ JAMES F. FARR
---------------------------------
James F. Farr
President

Attest:

/s/ SHERRIE L. VONDRAK
- ------------------------------
Sherrie L. Vondrak
Asst. Secretary
<PAGE> 30

AMENDED MAY 1, 1990

AMENDED BYLAWS OF

COLOMBIA PETROLEUM SERVICES CORP.
A Delaware Corporation

ARTICLE I - OFFICES

1. REGISTERED OFFICE AND AGENT

The registered office of the corporation shall be maintained at THE
CORPORATION TRUST COMPANY, Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801. The registered office or the registered agent, or
both, may be changed by resolution of the board of directors, upon filing the
statement required by law.

2. PRINCIPAL OFFICE

The principal office of the corporation shall be at 2507 N. Frazier,
Conroe, Texas 77305, provided that the board of directors shall have power to
change the location of the principal office in its discretion.

3. OTHER OFFICES

The corporation may also maintain other offices at such places within or
without the State of Delaware as the board of directors may from time to time
appoint or as the business of the corporation may require.

ARTICLE II - SHAREHOLDERS

1. PLACE OF MEETING

All meetings of shareholders, both regular and special, shall be held
either at the principal office of the corporation in Texas or at such other
places, either within or without the state, as shall be designated in the
notice of the meeting.

2. ANNUAL MEETING

The annual meeting of shareholders for the election of directors and for
the transaction of all other business which may come before the meeting shall
be held in the month of May in each year (if not a legal holiday, and if a
legal holiday, then on the

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next business day following) on the date and at the hour specified in the
notice of meeting.

If the election of directors shall not be held on the day above
designated for the annual meeting the board of directors shall cause the
election to be held as soon thereafter as conveniently may be at a special
meeting of the shareholders called for the purpose of holding such election.

The annual meeting of shareholders may be held for any other person in
addition to the election of directors which may be specified in a notice of
such meeting. The meeting may be called by resolution of the board of
directors or by a writing filed with the secretary signed either by a majority
of the directors or by shareholders owning a majority in amount of the entire
capital stock of the corporation issued and outstanding and entitled to vote at
any such meeting.

3. NOTICE OF SHAREHOLDERS' MEETING

A written or printed notice stating the place, day and hour of the
meeting, and in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) nor more than
fifty (50) days before the date of the meeting, either personally or by mail,
by or at the direction of the president, secretary or the officer or person
calling the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail addressed to the shareholder at his address as it
appears on the share transfer books of the corporation, with postage thereon
prepaid.

4. VOTING OF SHARES

Treasury shares, shares of its own stock owned by another corporation
the majority of the voting stock of which is owned or controlled by this
corporation, and share of its own stock held by this corporation in a fiduciary
capacity shall not be voted, directly or indirectly, at any meeting, and shall
not be counted in determining the total number of outstanding shares at any
given time.

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5. CLOSING TRANSFER BOOKS AND FIXING RECORD DATE

For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors may provide
that the share transfer books shall be closed for a stated period not exceeding
fifty (50) days. If the stock transfer books shall be closed for the purpose
of determining shareholder entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten (10) days immediately
preceding such meeting. In lieu of closing the stock transfer books, the by-
laws, or in the absence of an applicable by-laws, the board of directors may
fix in advance a date as the record date for any such determination of
shareholders, not later than fifty (50) days and, in case of a meeting of
shareholders, not earlier than ten (10) days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If the share transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the board of directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, except where the determination has been
made through the closing of share transfer books and the stated period of
closing has expired.

6. QUORUM OF SHAREHOLDERS

Unless otherwise provided in the articles of incorporation, the holders
of a majority of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders, but in no event
shall a quorum consist of the holders of less than one-half (1/2) of the shares
entitled to vote and thus represented at such meeting. The vote of the holders
of a majority of the shares entitled to vote and thus represented at a meeting
at which a quorum is present shall be the act of the shareholders' meeting,
unless the vote of a greater number is required by law, the articles of
incorporation or the by-laws.

7. VOTING LISTS

The officer or agent having charge of the share transfer books for the
shares of the corporation shall make, at least ten (10) days before each
meeting of shareholders, a complete list of the shareholder entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each, which list, for a period
of ten (10) days prior to such meeting, shall be kept on file at the registered
office of the corporation and shall be subject to inspection by any shareholder
at any time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The
original share

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transfer books shall be prima-facie evidence as to who are the shareholders
entitled to examine such list or transfer books or to vote at any meeting of
shareholders.

ARTICLE III - DIRECTORS

1. BOARD OF DIRECTORS

The business and affairs of the corporation shall be managed by a board
of directors. Directors need not be residents of the State of Delaware or
shareholders in the corporation.

2. NUMBER AND ELECTION OF DIRECTORS

The number of directors shall be not less than one (1), provided that
the number may be increased or decreased from time to time by an amendment to
these by-laws, but no decrease shall have the effect of shortening the term of
any incumbent director. At each annual election, the shareholders shall elect
directors to hold office until the next succeeding annual meeting.

3. VACANCIES

Any vacancy occurring in the board of directors may be filled by the
affirmative vote of the shareholders at a special meeting. A director elected
to fill a vacancy shall be elected for the unexpired term of his predecessor in
office. Any directorship to be filled by reason of an increase in the number
of directors shall be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose.

4. QUORUM OF DIRECTORS

A majority of the board of directors shall constitute a quorum for the
transaction of business. The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the board of
directors.

5. ANNUAL MEETING OF DIRECTORS

Within thirty (30) days after each annual meeting of shareholders, the
board of directors elected at such meeting shall hold an annual meeting at
which they shall elect officers and transact such other business as shall come
before the meeting.

6. REGULAR MEETING OF DIRECTORS

A regular meeting of the board of directors may be held at such time as
shall be determined from time to time by resolution of the board of directors.

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7. SPECIAL MEETINGS OF DIRECTORS

The secretary shall call a special meeting of the board of directors
whenever requested to do so by the president or by one director. Such special
meeting shall be held at the time specified in the notice of meeting.

8. PLACE OF DIRECTORS MEETINGS

All meetings of the board of directors (annual, regular or special)
shall be held either at the principal office of the corporation or at such
other place, either within or without the State of Texas, as shall be specified
in the notice of meeting.

9. NOTICE OF DIRECTORS' MEETINGS

All meetings of the board of directors (annual, regular or special)
shall be held upon five (5) days' written notice stating the date, place and
hour of meeting delivered to each director either personally or by mail or at
the direction of the president or the secretary or the officer or person
calling the meeting.

In any case where all of the directors execute a waiver of notice of the
time and place of meeting, no notice thereof shall be required, and any such
meeting (whether annual, regular or special) shall be held at the time and at
the place (either within or without the State of Delaware) specified in the
waiver of notice. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where the directors attend a meeting
for the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any
annual, regular or special meeting of the board of directors need be specified
in the notice or waiver of notice of such meeting.

Any action permitted to the Directors under the Articles of
Incorporation or the By-laws herein may be taken either with or without a
meeting. In the event that the Directors consent to action without a meeting,
they shall cause a record of such consent to be placed with minutes of the
directors meetings in the corporate records. Furthermore, any such action by
directors without a meeting shall be in accordance with Section 141(f) of the
Delaware General Corporation Law, as amended.

10. COMPENSATION

Directors, as such, shall not receive any stated salary for their
services, but by resolution of the board of directors, a fixed sum and expenses
of attendance, if any, may be allowed for attendance at each annual, regular or
special meeting of the board, provided that nothing herein contained shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefore.

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<PAGE> 35
ARTICLE IV - OFFICERS

1. OFFICERS' ELECTION

The officers of the corporation shall consist of a Chairman, a
president, one or more vice-presidents, a secretary, one or more assistant-
secretaries, a treasurer, and one or more assistant-treasurers. All such
officers shall be elected at the annual meeting of the board of directors
provided for in Article III, Section 5. If any office is not filled at such
annual meeting, it may be filled at any subsequent regular or special meeting
of the board. The board of directors at such annual meeting, or at any
subsequent regular or special meeting may also elect or appoint such other
officers and assistant officers and agents as may be deemed necessary. Any two
or more offices may be held by the same person, except the offices of president
and secretary.

All officers and assistant officers shall be elected to serve until the
next annual meeting of directors (following the next annual meeting of
shareholders) or until their successors are elected; provided that any officer
or assistant officers elected or appointed by the board of directors may be
removed with or without cause at any regular or special meeting of the board
whenever in the judgment of the board of directors the best interests of the
corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Any agent appointed
shall serve for such term, not longer than the next annual meeting of the board
of directors, as shall be specified, subject to like right of removal by the
board of directors.

2. VACANCIES

If any office becomes vacant for any reason, the vacancy may be filled
by the board of directors.

3. POWER OF OFFICERS

Each officer shall have, subject to these by-laws, in addition to the
duties and powers specifically set forth herein, such powers and duties as are
commonly incident to his office and such duties and powers as the board of
directors shall from time to time designate. All officers shall perform their
duties subject to the directions and under the supervision of the board of
directors. The president may secure the fidelity of any and all officers by
bond or otherwise.

4. PRESIDENT

The president shall preside at all meetings of the directors and
shareholders. He shall see that all orders and resolutions of the board are
carried out, subject however, to the right of the directors to delegate
specific powers, except such as may be by statute exclusively conferred on the
president, to any other officers of the corporation.

He or any vice-president shall execute bonds, mortgages and other
instruments requiring a seal, in the name of the corporation, and, when
authorized by the board, he or any vice-president may affix the seal to any
instrument requiring the same, and the seal when so affixed shall be attested
by the signature of either the secretary or an assistant secretary. He or any
vice-president shall sign certificates of stock.

The President shall be ex-officio a member of all standing committees.

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He shall submit a report of the operations of the corporation for the
year to the directors at their meeting next preceding the annual meeting of the
shareholders and to the shareholders at their annual meeting.

5. CHAIRMAN

The Chairman shall, in the absence or disability of the President,
perform the duties and exercise the powers of the President, and he shall
perform such other duties as the board of directors shall prescribe.

6. VICE-PRESIDENTS

The vice-presidents, in the order of seniority of service as an officer
(not service as an employee) shall, in the absence or disability of the
president and the Chairman, perform the duties and exercise the powers of the
president, and they shall perform such other duties as the board of directors
shall prescribe.

7. THE SECRETARY AND ASSISTANT SECRETARIES

The Secretary shall attend all meetings of the board and all meetings of
the shareholders and shall record all votes and the minutes of all proceedings
and shall perform like duties for the standing committees when required. He
shall give or cause to be given notice of all meetings of the shareholders and
all meetings of the board of directors and shall perform such other duties as
may be prescribed by the board. He shall keep in safe custody the seal of the
corporation, and when authorized by the board, affix the same to any instrument
requiring it, and when so affixed, it shall be attested by his signature or by
the signature of an assistant secretary.

The assistant secretary shall, in the absence or disability of the
secretary, perform the duties and exercise the powers of the secretary, and
they shall perform such other duties as the board of directors shall prescribe.
In the absence of the secretary or an assistant secretary, the minutes
of all meetings of the board and shareholders shall be recorded by such person
as shall be designated by the president or by the board of directors.

8. THE TREASURER AND ASSISTANT TREASURERS

The treasurer shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements. He shall keep and maintain the corporation's books of account
and shall render to the president and directors an account of all of his
transactions as treasurer and of the financial condition of the corporation and
exhibit his books, records and accounts to the president or

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directors at any time. He shall disburse funds for capital expenditures as
authorized by the board of directors and in accordance with the orders of the
president, and present to the president for his attention any requests for
disbursing funds if in the judgment of the treasurer any such request is not
properly authorized. He shall perform such other duties as may be directed by
the board of directors or by the president, and present to the president for
his attention any requests for disbursing funds if in the judgment of the
treasurer any such request is not properly authorized. He shall perform such
other duties as may be directed by the board of directors or by the president.

If required by the board of directors he shall give the corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the board for the faithful performance of the duties of his office and for the
transaction to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the corporation.

ARTICLE V - CERTIFICATES OF STOCK: TRANSFER ETC.

1. CERTIFICATES OF STOCK

The corporation may appoint from time to time transfer agents and
registrars, who shall perform their duties under the supervision of the
secretary.

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<PAGE> 38
2. TRANSFERS OF SHARES

Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.

3. REGISTERED SHAREHOLDERS

4. LOST CERTIFICATE

The board of directors may direct a new certificate or certificates to
be issued in place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost. When
authorizing such issue of a new certificate or certificates, the board of
directors in its discretion and as a condition precedent to the issuance
thereof, may require the owner of such lost or destroyed certificate or
certificates or his legal representative to advertise the same in such manner
as it shall require or to give the corporation a bond with surety and in form
satisfactory to the corporation (which bond shall also name the corporation's
transfer agents and registrars, if any, as obligees) in such sum as it may
direct as indemnity against any claim that may be made against the corporation
or other obligees with respect to the certificate alleged to have been lost or
destroyed, or to advertise and also give such bond.

ARTICLE VI - DIVIDEND

l. DECLARATION

The board of directors may declare at any annual, regular or special
meeting of the board and the corporation may pay, dividends on the outstanding
shares in cash, property or in the shares of the corporation to the extent
permitted by, and subject to the provisions of, the laws of the State of
Delaware.

2. RESERVES

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<PAGE> 39
corporation and the directors may abolish any such reserve in the manner in
which it was created.

ARTICLE VII - MISCELLANEOUS

1. INFORMAL ACTION

Any action required to be taken or which may be taken at a meeting of
the shareholders, directors or members of the executive committee, may be taken
without a meeting if a consent in writing setting forth the action so taken
shall be signed by all of the shareholders, directors, or members of the
executive committee, as the case may be, entitled to vote with respect to the
subject matter thereof, and such consent shall have the same force and effect
as a unanimous vote of the shareholders, directors, or members of the executive
committee, as the case may be, at a meeting of said body.

2. SEAL

3. CHECKS

All checks or demands for money and notes of the corporation shall be
signed by such officer or officers or such other person or persons as the board
of directors may from time to time designate.

4. FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of May
in each and every year.

5. DIRECTORS' ANNUAL STATEMENT

The board of directors shall present at each annual meeting of
shareholders a full and clear statement of the business and condition of the
corporation.

6. CLOSE CORPORATIONS: MANAGEMENT BY SHAREHOLDERS

If the articles of incorporation of the corporation and each certificate
representing its issued and outstanding shares states that the business and
affairs of the corporation shall be managed by the shareholders of the
corporation rather than by a board of directors, then, whenever the context so
requires the shareholders of the corporation shall be deemed the directors of
the corporation for purposes of applying any provision of these by-laws.

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7. AMENDMENTS

These by-laws may be altered, amended or repealed in whole or in part by
either the affirmative vote of the holders of three-fourths (3/4) of the shares
outstanding and entitled to vote, or such power may be exercised by the three-
fourths (3/4) vote of the board of directors.

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<PAGE> 41

CERTIFICATE OF INCORPORATION

INTERNATIONAL PETROLEUM SERVICES, INC.

1. The name of the corporation is:

INTERNATIONAL PETROLEUM SERVICES, INC.

3. The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall
have authority to issue is one thousand (1,000) and the par value of each of
such shares is One Dollar ($1.00) each, amounting in the aggregate to One
Thousand Dollars ($1,000.00).

5. The board of directors is authorized to make, alter or repeal the
by-laws of the corporation. Election of directors need not be by ballot.

6. The name and mailing address of the incorporator is:

L. M. Custis
100 West Tenth Street
Wilmington, Delaware 19801

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this
is my act and deed and the facts herein stated are true and accordingly have
hereunto set my hand this 12th day of January, 1984.

/s/ L.M. CUSTIS
-------------------------------
L. M. Custis

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<PAGE> 42

AMENDED MAY 1, 1990

AMENDED BYLAWS OF

INTERNATIONAL PETROLEUM SERVICES, INC.
A Delaware Corporation

ARTICLE I - OFFICES

1. REGISTERED OFFICE AND AGENT

The registered office of the corporation shall be maintained at THE
CORPORATION TRUST COMPANY, Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801. The registered office or the registered agent, or
both, may be changed by resolution of the board of directors, upon filing the
statement required by law.

2. PRINCIPAL OFFICE

3. OTHER OFFICES

ARTICLE II - SHAREHOLDERS

l. PLACE OF MEETING

2. ANNUAL MEETING

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<PAGE> 43
next business day following) on the date and at the hour specified in the
notice of meeting.

If the election of directors shall not be held on the day above
designated for the annual meeting, the board of directors shall cause the
election to be held as soon thereafter as conveniently may be at a special
meeting of the shareholders called for the purpose of holding such election.

The annual meeting of shareholders may be held for any other person in
addition to the election of directors which may be specified in a notice of
such meeting. The meeting may be called by resolution of the board of
directors or by a writing filed with the secretary signed either by a majority
of the directors or by shareholders owning a majority in amount of the entire
capital stock of the corporation issued and outstanding and entitled to vote at
any such meeting.

3. NOTICE OF SHAREHOLDERS' MEETING

A written or printed notice stating the place, day and hour of the
meeting, and in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) nor more than
fifty (50) days before the date of the meeting, either personally or by mail,
by or at the direction of the president, secretary or the officer or person
calling the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail addressed to the shareholder at his address as it
appears on the share transfer books of the corporation, with postage thereon
prepaid.

4. VOTING OF SHARES

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5. CLOSING TRANSFER BOOKS AND FIXING RECORD DATE

For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors may provide
that the share transfer books shall be closed for a stated period not exceeding
fifty (50) days. If the stock transfer books shall be closed for the purpose
of determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten (10) days immediately
preceding such meeting. In lieu of closing the stock transfer books, the by-
laws, or in the absence of an applicable by-laws, the board of directors may
fix in advance a date as the record date for any such determination of
shareholders, not later than fifty (50) days and, in case of a meeting of
shareholders, not earlier than ten (10) days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If the share transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the board of directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, except where the determination has been
made through the closing of share transfer books and the stated period of
closing has expired.

6. QUORUM OF SHAREHOLDERS

Unless otherwise provided in the articles of incorporation, the holders
of a majority of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders, but in no event
shall a quorum consist of the holders of less than one-half (1/2) of the shares
entitled to vote and thus represented at such meeting. The vote of the holders
of a majority of the shares entitled to vote and thus represented at a meeting
at which a quorum is present shall be the act of the shareholders' meeting,
unless the vote of a greater number is required by law, the articles of
incorporation or the by-laws.

7. VOTING LISTS

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transfer books shall be prima-facie evidence as to who are the shareholders
entitled to examine such list or transfer books or to vote at any meeting of
shareholders.

ARTICLE III - DIRECTORS

l. BOARD OF DIRECTORS

The business and affairs of the corporation shall be managed by a board
of directors. Directors need not be residents of the State of Delaware or
shareholders in the corporation.

2. NUMBER AND ELECTION OF DIRECTORS

The number of directors shall be not less than one (l), provided that
the number may be increased or decreased from time to time by an amendment to
these bylaws, but no decrease shall have the effect of shortening the term of
any incumbent director. At each annual election, the shareholders shall elect
directors to hold office until the next succeeding annual meeting.

3. VACANCY

4. QUORUM OF DIRECTORS

5. ANNUAL MEETING OF DIRECTORS

6. REGULAR MEETING OF DIRECTORS

A regular meeting of the board of directors may be held at such time as
shall be determined, from time to time by resolution of the board of directors.

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7. SPECIAL MEETINGS OF DIRECTORS

8. PLACE OF DIRECTORS' MEETINGS

9. NOTICE OF DIRECTORS' MEETINGS

In any case where all of the directors execute a waiver of notice of the
time and place of meeting, no notice thereof shall be required, and any such
meeting (whether annual, regular or special) shall be held at the time and at
the place (either within or without the State of Delaware) specified in the
waiver of notice. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where the directors attend a meeting
for the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any
annual, regular or special meeting of the board of directors need be specified
in the notice or waiver of notice of such meeting.

10. COMPENSATION

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ARTICLE IV - OFFICERS

1. OFFICERS' ELECTION

All officers and assistant officers shall be elected to serve until the
next annual meeting of directors (following the next annual meeting of
shareholders) or until their successors are elected; provided that any officer
or assistant officers elected or appointed by the board of directors may be
removed with or without cause at any regular or special meeting of the board
whenever in the judgment of the board of directors the best interests of the
corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Any agent appointed
shall serve for such term, not longer than the next annual meeting of the board
of directors, as shall be specified, subject to like right of removal by the
board of directors.

2. VACANCIES

If any office becomes vacant for any reason, the vacancy may be filled
by the board of directors.

3. POWER OF OFFICERS

4. PRESIDENT

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the seal when so affixed shall be attested by the signature of either the
secretary or an assistant secretary. He or any vice-president shall sign
certificates of stock.

The President shall be ex-officio a member of all standing committees.

5. CHAIRMAN

6. VICE-PRESIDENTS

7. THE SECRETARY AND ASSISTANT SECRETARIES

The Secretary shall attend all meetings of the board and all meetings of
the shareholders and shall record all votes and the minutes of all proceedings
and shall perform like duties for the standing committees when required. He
shall give or cause to be given notice of all meetings of the shareholders and
all meetings of the board of directors and shall perform such other duties as
may be prescribed by the board. He shall keep in safe custody the seal of the
corporation, and when authorized by the board, affix the same to any instrument
requiring it, and when so affixed, it shall be attested by his signature or by
the signature of an assistant secretary.

8. THE TREASURER AND ASSISTANT TREASURERS

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The treasurer shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements. He shall keep and maintain the corporation's books of account
and shall render to the president and directors an account of all of his
transactions as treasurer and of the financial condition of the corporation and
exhibit his books, records and accounts to the president or directors at any
time. He shall disburse funds for capital expenditures as authorized by the
board of directors and in accordance with the orders of the president, and
present to the president for his attention any requests for disbursing funds if
in the judgment of the treasurer any such request is not properly authorized.
He shall perform such other duties as may be directed by the board of directors
or by the president.

If required by the board of directors, he shall give the corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the board for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the corporation.

ARTICLE V - CERTIFICATES OF STOCK; TRANSFER, ETC.

l. CERTIFICATES OF STOCK

The certificates for shares of stock of the corporation shall be
numbered and shall be entered in the corporate stock transfer register as they
are issued. They shall exhibit the holder's name and number of shares and shall
be signed by the president or a vice-president and the secretary or an
assistant secretary and shall be sealed with the seal of the corporation or a
facsimile thereof. If the corporation has a transfer agent or a registrar,
other than the corporation itself or an employee of the corporation, the
signatures of any such officer may be facsimile. In case any officer or
officers who shall have signed or whose facsimile signature or signatures shall
have been used on any such certificate or certificates shall cease to be such
officer or officers of the corporation, whether because of death, resignation
or otherwise, before said certificate or certificates shall have been issued,
such certificate may nevertheless be issued by the corporation with the same
effect as though the person or persons who signed such certificates of whose
facsimile signature or signatures shall have been used thereon had been such
officer or officers at the date of its issuance. Certificates shall be in such
form as shall in conformity to law be prescribed from time to time by the board
of directors.

The corporation may appoint from time to time transfer agents and
registrars, who shall perform their duties under the supervision of the
secretary.

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2. TRANSFERS OF SHARES

3. REGISTERED SHAREHOLDERS

4. LOST CERTIFICATE

ARTICLE VI - DIVIDEND

l. DECLARATION

2. RESERVES

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ARTICLE VII - MISCELLANEOUS

l. INFORMAL ACTION

2. SEAL

3. CHECKS

All checks or demands for money and notes of the corporation shall be
signed by such officer or officers or such other person or persons as the board
of directors may from time to time designate.

4. FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of May
in each and every year.

5. DIRECTORS' ANNUAL STATEMENT

The board of directors shall present at each annual meeting of
shareholders a full and clear statement of the business and condition of the
corporation.

6. CLOSE CORPORATIONS: MANAGEMENT BY SHAREHOLDERS

If the articles of incorporation of the corporation and each certificate
representing its issued and outstanding shares states that the business and
affairs of the corporation shall be managed by the shareholders of the
corporation rather than by a board of directors, then, whenever the context so
requires the shareholders of the corporation shall be deemed the directors of
the corporation for purposes of applying any provision of these by-laws.

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7. AMENDMENTS

These by-laws may be altered, amended or repealed in whole or in part by
either the affirmative vote of the holders of three-fourths (3/4) of the shares
outstanding and entitled to vote, or such power may be exercised by the three-
fourths (3/4) vote of the board of directors.

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ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
DAILEY ACQUISITIONS, INC.

Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Article of
Amendment to its Articles of Incorporation of Dailey Acquisitions, Inc.:

ARTICLE ONE

The name of the corporation is Dailey Acquisitions, Inc.

ARTICLE TWO

The following amendment to the Articles of Incorporation was adopted by
the shareholder by unanimous written consent on May 7, 1993.

The amendment alters Article Two of the Articles of Incorporation of
Dailey Acquisitions, Inc. to read as follows: The name of the corporation is
Daily Environmental Remediation Technologies, Inc.

ARTICLE THREE

The holders of all of the shares outstanding and entitled to vote on the
amendment have signed a consent in writing adopting the amendment.

DAILEY ACQUISITIONS, INC.

By: /s/ JAMES F. FARR
---------------------------
James F. Farr, President

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<PAGE> 54
ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
UNITED CASTING CORPORATION BY DIRECTORS

Pursuant to the provisions of Article 4.04 of the Business Corporation
Act, the undersigned sole Director adopts the following article of amendment to
the Articles of Incorporation of United Casting Corporation:

ARTICLE ONE

The name of the corporation is United Casting Corporation.

ARTICLE TWO

The following amendment to the Articles of Incorporation was adopted by
the Director of the corporation, no shares having been issued, on April 30,
1990.

The amendment alters Article One of the original Articles of
Incorporation to read as follows: The name of the corporation is Dailey
Acquisitions, Inc.

ARTICLE THREE

No shares have been issued by the corporation, and therefore the
amendment was adopted by the sole Director without a shareholder vote.

ARTICLE FOUR

The foregoing amendment was adopted by the unanimous written consent of
the sole Director named in the Articles of Incorporation of the corporation.

Dated: May ____ , 1990

United Casting Corporation

/s/ WILLIAM D. SUTTON
------------------------------------
William D. Sutton, Sole Director

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ARTICLES OF INCORPORATION

UNITED CASTING CORPORATION

The undersigned natural person of the age of eighteen years or more, acting as
incorporator of the incorporation under the Texas Business Corporation Act,
does hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE ONE

The name of the corporation is United Casting Corporation.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purpose or purposes for which the corporation is organized is to
engage in the transaction of any or all lawful business for which corporations
may be incorporated under the Texas Business Corporation Act.

ARTICLE FOUR

The aggregate number of shares which the corporation shall have
authority to issue is 1,000 shares of $1.00 par value common stock.

ARTICLE FIVE

The corporation will not commence business until it has received for
issuance of its shares consideration of the value of One Thousand collars
($1,000) consisting of money, labor done or property actually received.

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ARTICLE SIX

The street address of its initial registered office is 811 Dallas
Avenue, c/o C T CORPORATION SYSTEM, Houston, TX 77002, and the name of its
initial registered agent at such address is C T CORPORATION SYSTEM.

ARTICLE SEVEN

The number of directors of the corporation may be fixed by the by-laws.
The director constituting the initial board of directors who is to serve as
director until successor or successors are elected and qualified is:

William D. Sutton P.O. Box 2866
Conroe, TX 77305

ARTICLE EIGHT

The name and address of the incorporator is:

William D. Sutton P.O. Box 2866
Conroe, TX 77305

IN WITNESS WHEREOF, I have hereunto set my hand, this 24th day of April,
1989.

/s/ WILLIAM D. SUTTON
----------------------------------------
WILLIAM D. SUTTON

STATE OF TEXAS

COUNTY OF MONTGOMERY

This instrument was acknowledged before me on April 24, 1989 by WILLIAM
D. SUTTON.

/s/ JEAN DAVENPORT
----------------------------------------
Notary Public in and for the State of Texas
My Commission expires 4/21/92.

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BYLAWS OF
DAILEY ACQUISITIONS, INC
(currently known as Dailey Environmental Remediation Technologies, Inc.)

ARTICLE ONE
REGISTERED OFFICE

1.01 The registered office of the corporation is located at 811 Dallas
Avenue, Houston, Texas, and the name of the registered agent of the
corporation at such address is CT Corporation System.

ARTICLE TWO
SHAREHOLDERS MEETINGS

Place of Meetings

2.01 All meetings of the shareholders shall be held at the principal place of
business of the corporation, or any other place within or outside this
State, as may be designated for that purpose from time to time by the
Board of Directors.

Time of Annual Meeting

2.02 The annual meetings of the shareholders shall be held each year at 10:00
a.m. on the first Wednesday of April. If this day falls on a legal
holiday, the annual meeting shall be held at the same time on the next
following business day.

Notice of Meeting

2.03 Notice of the meeting stating the place, day and hour of the meeting,
and in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be given in writing to each shareholder
entitled to vote at the meeting at least ten (10) but not more than
fifty (50) days before the date of the meeting either personally or by
mail or other means of written communication, addressed to the
shareholder at his address appearing on the books of the corporation or
given by him to the corporation for the purpose of notice. Notice of
adjourned meetings is not necessary unless the meeting is adjourned for
thirty (30) days or more, in which case notice of the adjourned meeting
shall be given as in the case of any special meeting.

Special Meetings

2.04 Special meetings of the shareholders for any purpose or purposes
whatsoever may be called at any time by the President, or by the Board
of Directors or by one or more shareholders, the aggregate of whose
shares comprise not less than one tenth (1/10) of all the shares
entitled to vote at the meeting.

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Quorum

2.05 A majority of the voting shares constitutes a quorum for the transaction
of business. Once the presence of a quorum has been confirmed, business
may continue despite any failure to maintain a quorum during the
remainder of the meeting.

Voting

2.06 Only persons listed as shareholders on the share records of the
corporation on the record date shall be entitled to vote at such
meeting. The record date shall be the date on which notice of the
meeting is mailed, unless some other day is fixed by the Board of
Directors for the determination of shareholders of record. Each
shareholder is entitled to a number of votes equal to the number of
Directors to be elected, multiplied by the number of shares that the
shareholder is entitled to vote. Voting for the election of Directors
shall be by voice unless any shareholder demands a ballot vote before
the voting beings.

Proxies

2.07 Every person entitled to vote or execute consents may do so either in
person or by proxy executed in writing by the shareholder or his duly
authorized attorney in fact.

Consent of Absentees

2.08 No defect in the calling or noticing of a shareholders meeting will
affect the validity of any action at the meeting if a quorum was
present, and if each shareholder not present in person or by proxy signs
a written waiver of notice, consent to the holding of the meeting, or
approval of the minutes, either before or after the meeting, and those
waivers, consents, or approvals are filed with the corporate records or
made a part of the minutes of the meeting.

Action Without Meeting

2.09 Action may be taken by shareholders without a meeting if each
shareholder entitled to vote signs a written consent to the action and
such consents are filed with the Secretary of the corporation.

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ARTICLE THREE
DIRECTORS

Powers

3.01 All corporate powers of the corporation shall be exercised by the Board
of Directors or under its authority, and the business and affairs of the
corporation shall be controlled by the Board of Directors, subject,
however, to such limitations as are imposed by law, the Articles of
Incorporation, or these Bylaws, as to actions to be authorized or
approved by the shareholders. The Board of Directors may, by contract
or otherwise, give general or limited or special power and authority to
the officers and employees of the corporation to transact the general
business or any special business of the corporation and may give powers
of attorney to agents of the corporation to transact any special
business requiring such authorization.

Number and Qualification of Directors

3.02 The authorized number of Directors of this corporation shall be not less
than one (l), as the the Directors may provide. The Directors need not
be shareholders of this corporation or residents of Texas and shall not
be required to file any bond or security in order to serve. The number
of Directors may be increased or decreased from time to time by
amendment to these Bylaws, but no decrease shall have the effect of
shortening the term of any incumbent Director. Any directorship to be
filled by reason of an increase in the number of Directors shall be
filled by election at an annual meeting or at a special meeting of
shareholders called for that purpose.

Election and Term of Office

3.03 The Directors shall be elected annually by the shareholders entitled to
vote and shall hold office until a respective successor is elected or
until his death, resignation or removal.

Vacancies

3.04 Vacancies on the Board of Directors may be filled by a majority of the
remaining Directors though less than a quorum or by a sole remaining
Director. The shareholders may elect a Director at any time to fill any
vacancy not filled by the Directors.

Removal of Directors

3.05 The entire Board of Directors or any individual Director may be removed
from office with or without cause by vote of the holders of a majority
of the shares entitled to vote for directors at any regular or special
meeting of the shareholders.

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Place of Meetings

3.06 All meetings of the Board of Directors shall be held at the principal
office of the corporation or at such place within or outside the State
as may be designated from time to time by resolution of the Board or by
written consent of all of the members of the Board.

Regular Meetings

3.07 Regular meetings of the Board of Directors shall be held without call or
notice immediately following each annual meeting of the shareholders of
this corporation and at such other times as the Directors may determine.

Special Meetings--Call and Notice

3.08 Special meetings of the Board of Directors for any purpose shall be
called at any time by the President or if the President is absent or
unable or refuses to act, by any Vice President or any Director.
Written notices of the special meetings, stating the time and in general
terms the purpose or purposes thereof, shall be mailed or telegraphed or
personally delivered to each Director not later than the day before the
day appointed for the meeting.

Quorum

3.09 A majority of the authorized number of Directors shall be necessary to
constitute a quorum for the transaction of business, except to adjourn
as hereinafter provided. Every act or decision done or made by a
majority of the Directors present shall be regarded as the act of the
Board of Directors, unless a greater number is required by law or by the
Articles of Incorporation.

Board Action Without Meeting

3.10 Any action required or permitted to be taken by the Board of Directors
may be taken without a meeting and with the same force and effect as a
unanimous vote of Directors, if all members of the Board shall
individually or collectively consent in writing to the action.

Adjournment--Notice

3.11 A quorum of the Directors may adjourn any Directors' meeting to meet
again at a stated hour on a stated day. Notice of the time and place
where an adjourned meeting will be held need not be given to absent
Directors if the time and place is fixed at the adjourned meeting. In
the absence of a quorum, a majority of the Directors present at any
Directors' meeting, either regular or special, may adjourn from time to
time until the time fixed for the next regular meeting of the Board.

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Conduct of Meetings

3.12 The Chairman or, in the Chairman's absence, any Director selected by the
Directors present, shall preside at meetings of the Board of Directors.
The Secretary of the corporation or, in the Secretary's absence, any
person appointed by the presiding officer, shall act as Secretary of the
Board of Directors.

Compensation

3.13 Directors and members of committees may receive such compensation, if
any, for their services and such reimbursement for expenses as may be
fixed or determined by resolution of the Board.

Indemnification of Directors and Officers

3.14 The Board of Directors shall, except as provided in Section 3.15 below,
authorize and direct the corporation to pay expenses incurred by or to
satisfy a judgment or fine rendered or levied against present or former
Directors, officers or employees of this corporation as provided by
Article 2.02 (A) (16) of the Business Corporation Act where such persons
have acted in good faith on behalf of this corporation, and such
judgment or fine rendered against such persons arises out of or is
related to such person's capacity with the corporation or action taken
on its behalf.

Liability of Directors

3.15 (l) In addition to any other liabilities imposed by law on Directors
of the corporation, Directors who approve any of the following
corporate actions shall be jointly and severally liable to the
corporation under these bylaws and Article 2.41 of the Business
Corporation Act:

(a) The declaration of any dividend or other
distribution of the assets of the corporation to
the shareholders, contrary to the provisions of the
Business Corporations Act or contrary to any
restrictions in the Articles of Incorporation;

(b) The purchase by the corporation of its own shares
contrary to the provisions of the Business
Corporations Act;

(c) The distribution of any assets of the corporation
to the shareholders during liquidation of the
corporation without the payment and discharge of or
making adequate provision for, all known debts,
obligations and liabilities of the corporation;

(d) The making of any loan to any officer or Director
of the corporation in violation of the Business and
Corporation Act;

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(e) The commencement of business of the corporation
before the corporation has received consideration
for the issuance of shares of an aggregate value of
at least One Thousand Dollars ($1,000.00); or

(f) The payment out of the reduction surplus of the
corporation, either in the course of a distribution
in partial liquidation or as the purchase price of
shares issued by the corporation and later
purchased by it, in the event of insolvency of the
corporation.

Dissenting Directors

(2) Any Director present at a meeting of the Board at which action on
any corporate matter is taken shall be presumed to have assented
to the action unless that Director enters his or her dissent in
the minutes of the meeting at which the action is taken or the
Director files a written dissent with the Secretary at the
meeting or forwards a written dissent to the Secretary by
registered mail immediately after the meeting.

When Liability Not Imposed

(3) A Director shall not be liable under Section 3.15 (l) (a), (b) or
(c) of these bylaws if, in the exercise of ordinary care, the
Director relied and acted in good faith upon written financial
statements of the corporation represented by the President or by
the Treasurer or by any other officer in charge of the books of
account, or certified by an independent public or certified
public accountant, to correctly reflect the financial condition
of the corporation. Neither shall a Director be liable under
subsections (l), (2) or (3) of this bylaw if he or she considered
the assets of the corporation to be of their book value in
determining the amount available for any dividend or
distribution.

A Director shall not be liable for any claims or damages that may
result from any acts in the discharge of any duty imposed or
power conferred on him or her by the corporation if, in the
exercise of ordinary care, the Director acted in good faith and
in reliance on the written opinion of an attorney for the
corporation.

Contribution

(4) Any Director against whom a claim has been asserted under Article
2.41 of the Business Corporation Act for the payment of a
dividend or other distribution of assets of the corporation and
which is held liable thereon, shall be entitled to contributions
from the shareholders who accepted or received the dividend or
assets knowing them to have been paid in violation of Article
2.41 of the Business Corporation Act, in proportion to the
amounts received by them.

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(5) A Director against whom a claim has been asserted under Article
2.41 of the Business Corporation Act shall be entitled to
contributions from the other directors who voted for or assented
to the action upon which the claim is asserted.

Indemnity

(6) To the extent a Director is free of any liability by operation of
subparagraph 3.15(3) above, or where the Director acts in good
faith in discharging his duties hereunder, the corporation shall
indemnify such Director from any and all claims and causes of
action of any nature whatsoever relating to or arising out of
such Director's action or inaction.

ARTICLE FOUR
OFFICERS

4.01 The officers of the corporation shall be a Chairman of the Board and
Vice Chairman of the Board (if such offices are created by the Board), a
President, one or more Vice Presidents, any one or more of which may be
designated Executive Vice President or Senior Vice President, a
Secretary and Treasurer. The Board of Directors may by resolution
create the office of Vice Chairman of the Board and define the duties of
such office. The Board of Directors may appoint such other officers and
agents, including Assistant Vice Presidents, Assistant Secretaries and
Assistant Treasurers, as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such
duties as shall be determined by the Board. Any two or more offices,
other than the offices of President and Secretary, may be held by the
same person. No officer shall execute, acknowledge, verify or
countersign any instrument on behalf of the corporation in more than one
capacity, if such instrument is required by law, by these bylaws or by
any act of the corporation to be executed, acknowledged, verified or
countersigned by two or more officers. The Chairman and Vice Chairman
of the Board shall be elected from among the directors. With foregoing
exceptions, none of the other officers need be a director, and none of
the officers need be a stockholder of the corporation.

Election and Term of Office

4.02 The officers of the corporation shall be elected annually by the Board
of Directors at its first regular meeting held after the annual meeting
of stockholders or as soon thereafter as conveniently possible. Each
officer shall hold office until his successor shall have been chosen and
shall have qualified or until his death or the effective date of his
resignation or removal, or until he shall cease to be a director in the
case of the Chairman and Vice Chairman.

Removal and Resignation

4.03 Any officer or agent elected or appointed by the Board of Directors may
be removed without cause by the affirmative vote of a majority of the
Board of

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Directors whenever, in its judgment, the best interest of the
corporation shall be served thereby, but such removal shall be without
prejudice to the contractual rights, if any, of the person so removed.
Any officer may resign at any time by giving written notice to the
corporation. Any such resignation shall take effect at the date of the
receipt of such notice or at any later time specified therein, and
unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

Vacancies

4.04 Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise, may be filled by the Board of
Directors for the unexpired portion of the term.

Salaries

4.05 The salaries of all officers and agents of the corporation shall be
fixed by the Board of Directors or pursuant to its direction; and no
officer shall be prevented from receiving such salary by reason of his
also being a director.

Chairman of the Board

4.06 The Chairman of the Board (if such office is created by the Board) shall
preside at all meetings of the Board of Directors or of the stockholders
of the corporation. In the Chairman's absence, such duties shall be
attended to by the Vice Chairman of the Board. The Chairman shall
formulate and submit to the Board of Directors or the Executive
Committee matters of general policy for the corporation and shall
perform such other duties as usually appertain to the office or as may
be prescribed by the Board of Directors or the Executive Committee.

President

4.07 The President shall be the chief executive officer of the corporation
and, subject to the control of the Board of Directors, shall in general
supervise and control the business and affairs of the corporation. In
the absence of the Chairman of the Board or the Vice Chairman of the
Board (if such offices are created by the Board), the President shall
preside at all meetings of the Board of Directors and of the
stockholders. He may also preside at any such meeting attended by the
Chairman or Vice Chairman of the Board if he is so designated by the
Chairman, or in the Chairman's absence by the Vice Chairman. He shall
have the power to appoint and remove subordinate officers, agents and
employees, except those elected or appointed by the Board of Directors.
The President shall keep the Board of Directors and the Executive
Committee fully informed and shall consult them concerning the business
of the corporation. He may sign with the Secretary or any other officer
of the corporation thereunto authorized by the Board of Directors,
certificates for shares of the corporation and deeds, bonds, mortgages,
contracts, checks, notes, drafts or other instruments which the Board of
Directors has authorized to be executed, except in cases where the
signing and

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execution thereof has been expressly delegated by these bylaws or by the
Board of Directors to some other officer or agent of the corporation, or
shall be required by law to be otherwise executed. He shall vote, or
give a proxy to any other officer of the corporation to vote, all shares
of stock of any other corporation standing in the name of the
corporation, and in general, he shall perform all other duties normally
incident to the office of President and such other duties as may be
prescribed by the stockholders, the Board of Directors or the Executive
Committee from time to time.

Vice Presidents

4.08 In the absence of the President, or in the event of his inability or
refusal to act, the Vice Presidents, in order of seniority (e.g. Senior
Vice President, then Executive Vice President, then Vice President)
shall perform the duties and exercise the powers of the President.
Officers of equal rank shall serve in order based on length of service
with the Company. Any Vice President may sign, with the Secretary or
Assistant Secretary, certificates for shares of the corporation. The
Vice Presidents shall perform such other duties as from time to time may
be assigned to them by the President, the Board of Directors or the
Executive Committee.

Secretary

4.09 The Secretary shall (a) keep the minutes of the meetings of the
stockholders, the Board of Directors and committees of directors; (b)
see that all notices are duly given in accordance with the provisions of
these bylaws and as required by law; (c) be custodian of the corporate
records and of the seal of the corporation, and see that the seal of the
corporation or a facsimile thereof is affixed to all certificates for
the shares prior to the issue thereof and to all documents, the
execution of which on behalf of the corporation under its seal is duly
authorized in accordance with the provisions of these bylaws; (d) keep
or cause to be kept a register of the post office address of each
stockholder which shall be furnished by such stockholder; (e) sign with
the President, or an Executive Vice President or Vice President,
certificates for shares of the corporation, the issue of which shall
have been authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the corporation; and (g)
in general, perform all duties normally incident to the office of
Secretary and such other duties as from time to time may be assigned to
him by the President, the Board of Directors or the Executive Committee.

Treasurer

4.10 If required by the Board of Directors, the Treasurer shall give a bond
for the faithful discharge of his duties in such sum and with such
surety or sureties as the Board of Directors shall determine. He shall
(a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for moneys due
and payable to the corporation from any source whatsoever and deposit
all such moneys in the name of the corporation in such

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banks, trust companies or other depositories as shall be selected; (b)
prepare, or cause to be prepared, for submission at each regular meeting
of the Board of Directors, at each annual meeting of the stockholders,
and at such other times as may be required by the Board of Directors,
the President or the Executive Committee, the statement of financial
condition of the corporation in such detail as may be required; and (c)
in general, perform all the duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him by the
President, the Board of Directors or the Executive Committee.

Assistant Secretary or Treasurer

4.11 The Assistant Secretaries and Assistant Treasurers shall, in general,
perform such duties as shall be assigned to them by the Secretary or the
Treasurer, respectively, or by the President, the Board of Directors or
the Executive Committee. The Assistant Secretaries and Assistant
Treasurers shall, in the absence of the Secretary or Treasurer,
respectively, perform all functions and duties which such absent
officers may delegate, but such delegation shall not relieve the absent
officer from the responsibilities and liabilities of his office. The
Assistant Secretaries may sign, with the President or a Vice President,
certificates for shares of the corporation, the issue of which shall
have been authorized by a resolution of the Board of Directors. The
Assistant Treasurers shall respectively, if required by the Board of
Directors, give bonds for the faithful discharge of their duties in such
sums and with such sureties as the Board of Directors shall determine.

ARTICLE FIVE
EXECUTION OF INSTRUMENTS

5.01 The Board of Directors may, in its discretion, authorize an officer or
officers, or other person or persons, to execute any corporate
instrument or document or to sign the corporate name without limitation,
except where otherwise provided by law, and such execution or signature
shall be binding on the corporation.

ARTICLE SIX
ISSUANCE AND TRANSFER OF SHARES

Requirement of Payment for Shares

6.01 Certificates for shares of the corporation shall be issued only when
consideration for the shares has been fully paid.

Share Certificates

6.02 The corporation shall deliver certificates representing all shares to
which shareholders are entitled which certificates shall be in such form
and device as the Board of Directors may provide. Each certificate
shall bear on its face the statement that the corporation is organized
in Texas, the name of the corporation, the number and class of shares
and series, and the par value or a

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statement that the shares are without par value. The certificates shall
be signed by the President or a Vice President and the Secretary or an
Assistant Secretary, and the seal of the corporation shall be affixed
thereto. The signatures may be in facsimile if the certificates are to
be countersigned by a transfer agent or registered by a registrar. The
certificates shall contain on the faces or backs all recitations or
references required by law.

Replacement of Certificates

6.03 No new certificates shall be issued until the former certificate for the
shares represented thereby shall have been surrendered and cancelled,
except in the case of lost or destroyed certificates for which the Board
of Directors may order new certificates to be issued upon such terms,
conditions and guarantees as the Board may see fit to impose, including
the filing of sufficient indemnity.

Transfer of Shares

6.04 Shares of the corporation may be transferred by endorsement by the
signature of the owner or the owner's agent, attorney or legal
representative, and the delivery of the certificate. The transferee in
any transfer of shares shall be deemed to have full notice of, and
consent to the bylaws of the corporation to the same extent as if he had
signed a written assent thereto.

ARTICLE SEVEN
RECORDS AND REPORTS

Inspection of Books and Records

7.01 All books and records provided for by statute shall be open to
inspection of the shareholders from time to time and to the extent
expressly provided by statute and not otherwise. The Directors may
examine such books and records at all reasonable times.

Closing Stock Transfer Books

7.02 The Board of Directors may, in its discretion, close the transfer books
for a period not exceeding fifty (50) days preceding any meeting, annual
or special, of the shareholders or the day appointed for the payment of
a dividend.

ARTICLE EIGHT

8.01 The power to alter, amend or repeal these bylaws is vested in the
Directors, subject to repeal or change by action of the shareholders.

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ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
ENERGY CARIBBEAN SERVICES INC.
BY DIRECTORS

Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation.

ARTICLE ONE

The name of the corporation is Energy Caribbean Services Inc.

ARTICLE TWO

The following three amendments to the Articles of Incorporation were
adopted by the shareholders of the corporation on June 19, 1997.

Amendment one alters Article One of the original Articles of
Incorporation to read as follows: THE NAME OF THE CORPORATION IS DAILEY
WORLDWIDE SERVICES, CORP.

Amendment two alters Article Six of the original Articles of
Incorporation to read as follows: THE STREET ADDRESS OF ITS INITIAL REGISTERED
OFFICE IS 811 DALLAS AVENUE, SUITE 1500, HOUSTON, TEXAS 77002 AND THE NAME OF
ITS REGISTERED AGENT IS CT CORPORATION.

Amendment three alters Article Seven of the original Articles of
Incorporation to read as follows: THE NUMBER OF DIRECTORS WILL BE THREE.

ARTICLE THREE

The number of shares of the corporation outstanding at the time of the
adoption was ten (10), and the number of shares entitled to vote on the
amendment was ten (10).

ARTICLE FOUR

The holders of all of the shares outstanding and entitled to vote on the
amendment have signed a consent in writing adopting the amendment.

Dated: June 19, 1997

ENERGY CARIBBEAN SERVICES INC.

By: /s/ JAMES F. FARR
--------------------------
James F. Farr, President

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ARTICLES OF INCORPORATION
OF
ENERGY CARIBBEAN SERVICES INC.

ARTICLE ONE

The name of the corporation is Energy Caribbean Services Inc.

ARTICLE TWO

The period of duration is perpetual.

ARTICLE THREE

The purpose for which the corporation is organized is for the
transaction of any or all lawful business for which corporations may be
incorporated.

ARTICLE FOUR

The aggregate number of shares that the corporation shall have authority
to issue is One Thousand (1,000) shares without par value.

ARTICLE FIVE

The corporation will not commence business until it has received for the
issuance of its shares consideration of value of One Thousand Dollars
($1,000.00) consisting of money, labor done or property actually received.

ARTICLE SIX

The street address of its initial registered office is 2507 N. Frazier,
Conroe, Texas 77303 and the name of its initial registered agent is W.D.
Sutton.

ARTICLE SEVEN

The number of Directors constituting the initial Board of Directors is
one, and the name and address of the person who is to serve as Director until
the first annual meeting of the shareholders or until his successor is elected
and qualified is:

W.D. Sutton
2507 N. Frazier
Conroe, Texas 77303

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ARTICLE EIGHT

The name and address of the incorporator is W.D. Sutton, 2507 N.
Frazier, Conroe, Texas 77303.

IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation on this 2nd day of June, 1996.

ENERGY CARIBBEAN SERVICES INC.

By: /s/ W. D. SUTTON
--------------------------
W.D. Sutton
Incorporator

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ENERGY CARIBBEAN SERVICES INC.
(NOW KNOWN AS DAILEY WORLDWIDE SERVICES, CORP.)
BY-LAWS

ARTICLE I
OFFICES

1.01 The registered office shall be located in Conroe, Texas.

1.02 The name of the registered agent of the corporation is W. D.
Sutton and the street address of its initial registered office is 2507 N.
Frazier, Conroe, Texas.

1.03 The corporation may also have offices at such other places both
within and without the State of Texas as the board of directors may from time
to time determine or the business of the corporation may require.

ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS

2.01 All meetings of shareholders for the election of directors shall
be held at 2507 N. Frazier, Conroe, Texas or at such place as may be fixed from
time to time by the board of directors. Said meetings may also be held at such
other place either within or without the State of Texas as shall be designated
from time to time by the board of directors and stated in the notice of the
meeting.

2.02 Annual meetings of shareholders shall be held on such date and at
such time as is fixed by the Board of Directors and stated in the notice of
meeting. Directors shall be elected in accordance with the provisions of the
Certificate of Incorporation of the Corporation and these Bylaws and such other
business shall be transacted as may properly come before the meeting.

2.03 Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be delivered not less than ten nor
more than fifty days before the date of the meeting, either personally or by
mail, by or at the direction of the president, the secretary, or the officer or
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting.

ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS

3.01 Special meetings of shareholders for any purpose other than the
election of directors may be held at such time and place within or without the
State of Texas as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

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3.02 Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the president, the board of directors, or the
holders of not less than one-tenth of all the shares entitled to vote at the
meeting.

3.03 Written or printed notice of a special meeting stating the place,
day and hour of the meeting and the purpose or purposes for which the meeting
is called, shall be delivered not less than ten nor more than fifty days before
the date of the meeting, either personally or by mail, by or at the direction
of the president, the secretary, or the officer or persons calling the meeting,
to each shareholder of record entitled to vote at such meeting.

3.04 The business transacted at any special meeting of shareholders
shall be limited to the purposes stated in the notice.

3.05 Any action that, under any provisions of the Texas Business
Corporation Act, may be taken at a meeting of the shareholders, may be taken
without a meeting, without prior notice, and without a vote, by a writing or
writings signed by the holder or holders of shares having no less than the
minimum number of votes that would be necessary to take such action at a
meeting. The written consent or consents must include the date of signing with
each signature. No such consents are valid unless all necessary consents are
delivered to the corporation, in accordance with the requirements of Business
Corporation Act Article 9.10, within 60 days after the earliest delivered
consent. Prompt notice of any action taken by less than unanimous written
consent must be given to shareholders not submitting such consents.

ARTICLE IV
QUORUM AND VOTING OF STOCK

4.01 The holders of a majority of the voting shares of stock issued
and outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation. If, however, such quorum shall not be present or represented by
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified.

4.02 If a quorum is present, the affirmative vote of a majority of the
shares of stock represented at the meeting shall be the act of the shareholders
unless the vote of a greater number of shares of stock is required by law or
the articles of incorporation.

4.03 Each outstanding share of stock, having voting power, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A

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shareholder may vote either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact.

4.04 Any action required to be taken at a meeting of the shareholders
may be taken without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the shareholders entitled to vote
with respect to the subject matter thereof.

ARTICLE V
DIRECTORS

5.01 The number of directors shall be three. Directors need not be
residents of the State of Texas nor shareholders of the corporation. The
directors, other than the first board of directors, shall be elected at the
annual meeting of the shareholders, and each director elected shall serve until
the next succeeding annual meeting and until his successor shall have been
elected and qualified. The first board of directors shall hold office until
the first annual meeting of shareholders.

5.02 Any vacancy occurring in the board of directors may be filled by
the shareholders at an annual or a special meeting or by the affirmative vote
of a majority of the remaining directors though less than a quorum of the board
of directors. A director elected to fill a vacancy shall be elected for the
unexpired portion of the term of his predecessor in office.

Any directorship to be filled by reason of an increase in the number of
directors may be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose. A director elected to fill a
newly created directorship shall serve until the next succeeding annual meeting
of shareholders and until his successor shall have been elected and qualified.
Any directorship to be filled by reason of an increase in the number of
directors may also be filled by the board of directors for a term of office
until the next election of directors by shareholders; provided no more than two
directorships may be so filled during a period between any two successive
annual meetings of shareholders.

Whenever the holders of any class or series of shares are entitled to
elect one or more directors by the provisions of the articles of incorporation,
any vacancies in such directorships and any newly created directorships of such
class or series to be filled by reason of an increase in the number of such
directors may be filled by the affirmative vote of a majority of the directors
elected by such class or series then in office or by a sole remaining director
so elected, or by the vote of the holders of the outstanding shares of such
class or series, and such directorships shall not in any case be filled by the
vote of the remaining directors or the holders of the outstanding shares as a
whole unless otherwise provided in the articles of incorporation.

5.03 The business affairs of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised or done
by the shareholders.

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5.04 The directors may keep the books of the corporation, except such
as are required by law to be kept within the state, outside of the State of
Texas, at such place or places as they may from time to time determine.

5.05 The board of directors, by the affirmative vote of a majority of
the directors then in office, and irrespective of any personal interest of any
of its members, shall have authority to establish reasonable compensation of
all directors for services to the corporation as directors, officers or
otherwise.

ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS

6.01 Meetings of the board of directors, regular or special, may be
held either within or without the State of Texas.

6.02 The first meeting of each newly elected board of directors shall
be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place
and time as shall be fixed by the consent in writing of all the directors.

6.03 Regular meetings of the board of directors may be held upon such
notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board.

6.04 Special meetings of the board of directors may be called by the
president on ten days' notice to each director, either personally or by mail or
by telegram; special meetings shall be called by the president or secretary in
like manner and on like notice on the written request of two directors.

6.05 Attendance of a director at any meeting shall constitute a waiver
of notice of such meeting, except where a director attends for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the board of directors need
be specified in the notice or waiver of notice of such meeting.

6.06 A majority of the authorized number of the directors shall
constitute a quorum for the transaction of business unless a greater number is
required by law or by the articles of incorporation. The act of a majority of
the directors present at any meeting at which a quorum is present shall be the
act of the board of directors, unless the act of a greater number is required
by statute or by the articles of incorporation. If a quorum shall not be
present at any meeting of directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

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6.07 Unless otherwise restricted by the articles of incorporation or
these by-laws, any action required or permitted to be taken at any meeting of
the board of directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing which shall set forth the action taken and be signed by all
members of the board of directors or of the committee as the case may be.

ARTICLE VII
COMMITTEES OF DIRECTORS

7.01 The board of directors, by resolution adopted by a majority of
the full board of directors, may designate from among its members an executive
committee and one or more other committees, each of which shall be comprised of
one or more members and, to the extent provided in the resolution, shall have
and may exercise all of the authority of the board of directors, except that no
such committee shall have the authority of the board of directors in reference
to amending the articles of incorporation, approving a plan of merger or
consolidation, recommending to the shareholders the sale, lease, or exchange of
all or substantially all of the property and assets of the corporation
otherwise than in the usual and regular course of its business, recommending to
the shareholders a voluntary dissolution of the corporation or a revocation
thereof, amending, altering, or repealing the by-laws of the corporation or
adopting new by-laws for the corporation, filling vacancies in the board of
directors or any committee, filling any directorship to be filled by reason of
an increase in the number of directors, electing or removing officers or
members of any committee, fixing the compensation of any member of a committee,
or altering or repealing any resolution of the board of directors which by its
terms provides that it shall not be so amendable or repealable; and, unless the
resolution expressly so provides, no committee shall have the power or
authority to declare a dividend or to authorize the issuance of shares of the
corporation.

ARTICLE VIII
NOTICES

8.01 Whenever, under the provisions of the statutes or of the articles
of incorporation or of these by-laws, notice is required to be given to any
director or shareholder, it shall not be construed to mean personal notice, but
such notice may be given in writing, by mail, addressed to such director or
shareholder, at his address as it appears on the records of the corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at
the time when the same shall be deposited in the United States mail. Notice to
directors may also be given by telegram.

8.02 Whenever any notice whatever is required to be given under the
provisions of the statutes or under the provisions of the articles of
incorporation or these by-laws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.

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ARTICLE IX
NOTICES

9.01 The officers of the corporation shall be chosen by the board of
directors and shall be a president and a secretary. The board of directors may
also elect or appoint such other officers, including assistant officers and
agents as may be deemed necessary.

9.02 The board of directors at its first meeting after each annual
meeting of shareholders shall choose a president and a secretary neither of
whom need be a member of the board.

9.03 The board of directors may also appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.

9.04 The salaries of all officers and agents of the corporation shall
be fixed by the board of directors.

9.05 The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

THE PRESIDENT

9.06 The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

9.07 He shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to
some other officer or agent of the corporation.

THE VICE-PRESIDENTS

9.08 The vice-president, if there is one, or if there shall be more
than one, the vice-presidents in the order determined by the board of
directors, shall, in the absence or disability of the president, perform the
duties and exercise the powers of the president and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.

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THE SECRETARY AND ASSISTANT SECRETARIES

9.09 The secretary shall attend all meetings of the board of directors
and all meetings of the shareholders and record all the proceedings of the
meetings of the corporation and of the board of directors in a book to be kept
for that purpose and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the board of directors, and shall perform
such other duties as may be prescribed by the board of directors or president,
under whose supervision he shall be. He shall have custody of the corporate
seal of the corporation and he, or an assistant secretary, shall have authority
to affix the same to any instrument requiring it and when so affixed, it may be
attested by his signature or by the signature of such assistant secretary. The
board of directors may give general authority to any other officer to affix the
seal of the corporation and to attest the affixing by his signature.

9.10 The assistant secretary, if there is one, or if there be more
than one, the assistant secretaries in the order determined by the board of
directors, shall, in the absence or disability of the secretary, perform the
duties and exercise the powers of the secretary and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

9.11 The treasurer, if there is one, shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors.

9.12 He shall disburse the funds of the corporation as may be ordered
by the board of directors, taking proper vouchers for such disbursements, and
shall render to the president and the board of directors, at its regular
meetings, or when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the corporation.

9.13 If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

9.14 The assistant treasurer, if there is one, if there shall be more
than one, the assistant treasurers in the order determined by the board of
directors, shall, in the absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.

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ARTICLE X
CERTIFICATES FOR SHARES

10.1 The shares of the corporation shall be represented by
certificates signed by the president and secretary or such other officers as
may be elected or appointed, and may be sealed with the seal of the corporation
or a facsimile thereof.

When the corporation is authorized to issue shares of more than one
class there shall be set forth upon the face or back of the certificate, or the
certificate shall have a statement that the corporation will furnish to any
shareholder upon request and without charge, a full statement of the
designations, preferences, limitations and relative rights of the shares of
each class authorized to be issued and, if the corporation is authorized to
issue any preferred or special class in series, the variations in the relative
rights and preferences between the shares of each such series so far as the
same have been fixed and determined and the authority of the board of directors
to fix and determine the relative rights and preferences of subsequent series.
When the corporation is authorized to issue shares of more than one class,
every certificate shall also set forth upon the face or the back of such
certificate a statement that there is set forth in the articles of
incorporation on file in the office of the Secretary of State a full statement
of all the designations, preferences, limitations and relative rights,
including voting rights, of the shares of each class authorized to be issued
and the corporation will furnish a copy of such statement to the record holder
of the certificate without charge on written request to the corporation at its
principal place of business or registered office. Every certificate shall have
noted thereon any information required to be set forth by the Texas Business
Corporation Act and such information shall be set forth in the manner provided
in said Act.

10.2 The signatures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or an
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issue.

LOST CERTIFICATES

10.3 The board of directors may direct a new certificate to be issued
in place of any certificate theretofore issued by the corporation alleged to
have been lost or destroyed. When authorizing such issue of a new certificate,
the board of directors, in its discretion and as a condition precedent to the
issuance thereof, may prescribe such terms and conditions as it deems
expedient, and may require such indemnities as it deems adequate, to protect
the corporation from any claim that may be made against it with respect to any
such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

10.4 Upon surrender to the corporation or the transfer agent of the
corporation of a certificate representing shares duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to

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the person entitled thereto, and the old certificate canceled and the
transaction recorded upon the books of the corporation.

CLOSING OF TRANSFER BOOKS

10.5 For the purpose of determining shareholders entitled to notice of
or to vote at any meeting of shareholders, or any adjournment thereof or
entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, fifty days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten days immediately preceding such meeting. In lieu of
closing the stock transfer books, the board of directors may fix in advance a
date as the record date for any such determination of shareholders, such date
in any case to be not more than fifty days and, in case of a meeting of
shareholders, not less than ten days prior to the date on which the particular
action, requiring such determination of shareholders, is to be taken. If the
stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the board of directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof.

REGISTERED SHAREHOLDERS

10.6 The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Texas.

LIST OF SHAREHOLDERS

10.7 The officer or agent having charge of the transfer books for
shares shall make, at least ten days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at such meeting, arranged in
alphabetical order, with the address of each and the number of shares held by
each, which list, for a period of ten days prior to such meeting, shall be kept
on file at the registered office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting. The original share ledger or transfer book, or a duplicate
thereof, shall be prima facie evidence as to who are the shareholders entitled

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to examine such list or share ledger or transfer book or to vote at any meeting
of the shareholders.

ARTICLE XI

GENERAL PROVISIONS DIVIDENDS

11.1 Subject to the provisions of the article of incorporation
relating thereto, if any, dividends may be declared by the board of directors
at any regular or special meeting, pursuant to law. Dividends may be paid in
cash, in property or in shares of the capital stock, subject to any provision
of the articles of incorporation.

11.2 Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for other purpose as the directors shall
think conducive to the interest of the corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

11.3 All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time delegate.

FISCAL YEAR

11.4 The fiscal year of the corporation shall be fixed by resolution
of the board of directors.

SEAL

11.5 The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Texas". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENT OF BY-LAWS

12.01 The power to alter, amend or repeal the bylaws is vested in the
Directors, subject to repeal or change by action of the Shareholders.

Adopted by the Board of Directors on June 6, 1995.

DIRECTOR:

/s/ William D. Sutton
-----------------------------
William D. Sutton
- ---------------------

ATTEST:

/s/ William D. Sutton
- -------------------------------
William D. Sutton, Secretary

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CERTIFICATE OF INCORPORATION
OF
AIR DRILLING INTERNATIONAL, INC.

The undersigned hereby establishes a corporation pursuant to the
Delaware General Corporation Law, and for such purpose herein certifies as
follows:

FIRST: The name of the corporation (the "Corporation") is:

AIR DRILLING INTERNATIONAL, INC.

SECOND: The address of the Corporation's current registered office
in the State of Delaware is 1209 Orange Street, City of Wilmington, County of
New Castle, 19801. The name of the Corporation's registered agent at that
address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware.

FOURTH: Authorized Shares. The total number of shares of stock
that the Corporation shall have authority to issue is 150,000 shares of Common
Stock, par value $.01 per share.

FIFTH: (i) General. The business and affairs of the
Corporation shall be managed by a Board of Directors. The number of Directors
shall be fixed by, or in the manner provided in the bylaws. The Directors shall
be elected by a majority of votes of all shares entitled to vote on the election
of Directors.

(ii) Classification and Election of Directors. The
Directors shall be divided as evenly as possible into three classes, designated
Class I, Class II and Class III. If the number of Directors is not evenly
divisible by three, the remainder positions shall be allocated first to Class
III and second to Class II. Prior to December 31, 1995, at a special meeting,
Class I Directors shall be elected for a term expiring at the 1996 annual
meeting of stockholders, Class II Directors for a term expiring at the 1997
annual meeting of stockholders and Class III Directors for a term expiring at
the 1998 annual meeting of stockholders. At each succeeding annual meeting of
stockholders, successors to Directors whose terms expire at that annual meeting
shall be of the same class as the Directors they succeed and shall be elected
for three-year terms.

(iii) Term of Office: Vacancies. A director shall hold
office until the annual meeting for the year in which his or her term expires
and until his or her successor shall be elected and shall qualify, subject,
however, to prior death, resignation, retirement or removal from office.
Except as provided in paragraph (b) of this Article Fifth, the Directors shall
have the exclusive power to fill vacancies and newly created Directorships
resulting from any increase in the authorized number of Directors. Any

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<PAGE> 82
newly created Directorship resulting from an increase in the number of
Directors or any other vacancy on the Board of Directors, however caused, shall
be filled by a majority of the Directors then in office, although less than a
quorum, or by a sole remaining director. Any director elected by one or more
Directors to fill a newly created Directorship or other vacancy shall, without
regard to the class in which the vacancy occurred, hold office until the next
succeeding annual meeting of stockholders and until his or her successor shall
have been elected and qualified.

(iv) Removal. Any or all of the Directors of the
Corporation may be removed for cause by the stockholders by [a the?]
affirmative vote of the holders of at least 80 percent of the votes of the
outstanding shares of stock generally entitled to vote in the election of
Directors ("Voting Stock"), voting together as a single class, at a meeting of
stockholders for which proper notice of the proposed removal has been given.
Directors may not be removed without cause.

(v) Notice of Nominations. Advance notice of
nominations for the election of Directors, other than nominations by the Board
of Directors or a committee thereof, shall be given to the Corporation in the
manner provided by the Bylaws.

(vi) Election of Directors by Holders of Particular
Classes or Series of Stock. Notwithstanding the foregoing, whenever the
holders of any one or more classes or series of stock issued by the Corporation
shall have the right, voting separately by class or series, to elect Directors
at an annual or special meeting of stockholders, the election, term of office,
filling of vacancies and other features of such Directorships shall be governed
by the provisions of this Certificate of Incorporation, including any
applicable resolutions of the Board of Directors adopted pursuant to Article
Fourth. Directors so elected shall not be divided into classes and shall be
elected by such holders annually unless expressly provided otherwise by those
provisions or resolutions, and during the prescribed terms of office of those
Directors, the Board of Directors shall consist of a number of Directors equal
to the number of the those Directors plus the number of Directors determined as
provided in the first paragraph of this Article Fifth.

SIXTH: To the fullest extent permitted by the General Corporation Law
of the State of Delaware, as now existing or hereafter amended, a director of
the Corporation shall not be liable to the Corporation or any of its
stockholders for monetary damages for breach of his fiduciary duty as a
director. No amendment or repeal of this Article Sixth shall adversely affect
any right or protection of a director of the Corporation existing under this
Article Sixth immediately before the amendment or repeal.

SEVENTH: Each person who is or was a director or officer of the
Corporation, and each such person who is or was serving at the request of the
Corporation as a director or officer of another corporation, or in a similar
capacity of a partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans maintained or sponsored by the
Corporation (including heirs, executors, administrators and estate of such
person) shall be indemnified by the Corporation, in accordance with the
procedures specified in the Bylaws of the Corporation, to the fullest

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<PAGE> 83
extent permitted from time to time by the General Corporation Law of the State
of Delaware. The Corporation may, to the extent authorized from time to time
by the Board of Directors, grant rights to indemnifications and to the
advancement of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article with respect to the
indemnification and advancement of expenses of Directors and officers of the
Corporation. Without limiting the generality of the foregoing, the Corporation
may enter into one or more agreements with any person that provide for
indemnification and advancement of expenses greater or different than that
provided in this Article Seventh. No amendment or repeal of this Article
Seventh shall adversely affect any right or protection existing under or
pursuant to this Article Seventh immediately before the amendment or repeal.

EIGHTH: After the Corporation first has a class of securities
registered under Section 12(g) of the Securities Exchange Act of 1934, as
amended, or its equivalent, any action required or permitted to be taken by the
stockholders of the Corporation must be taken at a duly called annual or
special meeting of the stockholders and may not be taken by consent in writing
or otherwise.

NINTH: Except as otherwise required by law or provided in the bylaws of
the Corporation, and subject to the rights of the holders of any class or
series of shares issued by the Corporation having a preference over the Common
Stock as to dividends or upon liquidation to elect Directors in certain
circumstances, special meetings of the stockholders of the Corporation may be
called only by the Board of Directors pursuant to a resolution approved by the
affirmative vote of a majority of the Directors then in office.

TENTH: The Board of Directors shall have the power to adopt, alter,
amend or repeal the Bylaws of the Corporation by vote of not less than a
majority of the Directors then in office. The holders of shares of capital
stock of the Corporation entitled at the time to vote for the election of
Directors shall, to the extent such power is at the time conferred on them by
applicable law, also have the power to adopt, alter amend or repeal the Bylaws
of the Corporation, but only if such action receives at least 80 percent of the
votes of the outstanding Voting Stock, voting together as a single class.

ELEVENTH: Election of Directors need not be by written ballot.

TWELFTH: Notwithstanding anything to the contrary in this Certificate
of Incorporation, the affirmative vote of the holders of at least 80 percent of
the votes of the outstanding Voting Stock, voting together as a single class,
shall be required to amend, repeal or adopt any provision inconsistent with any
of Articles Fifth, Eighth, Ninth, Tenth, Eleventh and Twelfth of this
Certificate of Incorporation or to provide for any cumulative voting by
stockholders.

IN WITNESS WHEREOF, this Certificate of Incorporation has been signed
this 2nd day of May, 1995.

/s/ Kathy Wittman
-------------------------------
Kathy Wittman
Incorporator

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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

Air Drilling International, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said Corporation, by the unanimous
written consent of its members, filed with the minutes of the
Board, adopted a resolution proposing and declaring advisable the
following amendment to the Certificate of Incorporation of said
Corporation:

"RESOLVED, that the Certificate of Incorporation of Air Drilling
International, Inc., be amended by changing the Fourth Article
thereof so that, as amended, said Article shall be and read as
follows:

Authorized Shares: The total number of shares of stock that the
corporation shall have authority to issue is 165,000 shares of
Common Stock, par value $.01 per share."

SECOND: That in lieu of a meeting and vote of the stockholders, the
stockholders have given unanimous written consent to said
amendment in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Air Drilling International, Inc. has caused
this certificate to be signed by Robert W. Espy III, its vice president, this
26th day of December 1996.

AIR DRILLING INTERNATIONAL, INC.

BY: /s/ Robert W. Espy III
----------------------------------
Robert W. Espy III, Vice President

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<PAGE> 85

BYLAWS

AIR DRILLING INTERNATIONAL INC.

Adopted May 3, 1995

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<PAGE> 86
INDEX TO BYLAWS
OF
AIR DRILLING INTERNATIONAL, INC.

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE I.

Offices . . . . . . . . . . . . . . . . . . . . 1
Section 1.01 Business Offices . . . . . . . . . . . . . . . 1
Section 1.02 Registered Office . . . . . . . . . . . . . . 1

ARTICLE II.

Stockholders . . . . . . . . . . . . . . . . . 1
Section 2.01 Annual Meeting . . . . . . . . . . . . . . . . 1
Section 2.02 Special Meetings . . . . . . . . . . . . . . . 1
Section 2.03 Place of Meeting . . . . . . . . . . . . . . . 2
Section 2.04 Notice of Meetings . . . . . . . . . . . . . . 2
Section 2.05 Fixing Date for Determination of Stockholders
of Record . . . . . . . . . . . . . . . . . . 2
Section 2.06 Voting List . . . . . . . . . . . . . . . . . 3
Section 2.07 Proxies . . . . . . . . . . . . . . . . . . . 3
Section 2.08 Quorum and Manner of Acting . . . . . . . . . 3
Section 2.09 Voting of Shares . . . . . . . . . . . . . . . 3
Section 2.10 Voting of Shares by Certain Holders . . . . . 4
Section 2.11 Action Without a Meeting . . . . . . . . . . . 4

ARTICLE III.

Board of Directors . . . . . . . . . . . . . . 5
Section 3.01 General Powers . . . . . . . . . . . . . . . . 5
Section 3.02 Number, Classification and Election . . . . . 5
Section 3.03 Resignation . . . . . . . . . . . . . . . . . 6
Section 3.04 Removal . . . . . . . . . . . . . . . . . . . 6
Section 3.05 Vacancies . . . . . . . . . . . . . . . . . . 6
Section 3.06 Election of Directors by Holders of Particular
Classes or Series of Stock. . . . . . . . . . . 6
Section 3.07 Regular Meetings . . . . . . . . . . . . . . . 6
Section 3.08 Special Meetings . . . . . . . . . . . . . . . 7
Section 3.09 Meetings by Telephone . . . . . . . . . . . . 7
Section 3.10 Notice of Meetings . . . . . . . . . . . . . . 7
Section 3.11 Quorum and Manner of Acting . . . . . . . . . 7
Section 3.12 Interested Directors . . . . . . . . . . . . . 8
</TABLE>

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<TABLE>
<S> <C> <C> <C>
Section 3.13 Action Without a Meeting . . . . . . . . . . . 8
Section 3.14 Executive and Other Committees . . . . . . . . 8
Section 3.15 Compensation . . . . . . . . . . . . . . . . . 9

ARTICLE IV.

Officers . . . . . . . . . . . . . . . . . . . 9
Section 4.01 Number and Qualifications . . . . . . . . . . 9
Section 4.02 Election and Term of Office . . . . . . . . . 9
Section 4.03 Compensation . . . . . . . . . . . . . . . . . 10
Section 4.04 Resignation . . . . . . . . . . . . . . . . . 10
Section 4.05 Removal . . . . . . . . . . . . . . . . . . . 10
Section 4.06 Vacancies . . . . . . . . . . . . . . . . . . 10
Section 4.07 Authority and Duties . . . . . . . . . . . . . 10
Section 4.08 Surety Bonds . . . . . . . . . . . . . . . . . 12

ARTICLE V.

Stock. . . . . . . . . . . . . . . . . . . . . 12
Section 5.01 Issuance of Shares . . . . . . . . . . . . . . 12
Section 5.02 Stock Certificates; Uncertificated Shares . . 12
Section 5.03 Payment for Shares . . . . . . . . . . . . . . 12
Section 5.04 Lost Certificates . . . . . . . . . . . . . . 13
Section 5.05 Transfer of Shares . . . . . . . . . . . . . . 13
Section 5.06 Registered Holders . . . . . . . . . . . . . . 13
Section 5.07 Transfer Agents, Registrars and Paying
Agents . . . . . . . . . . . . . . . . . . . . 14

ARTICLE VI.

Indemnification . . . . . . . . . . . . . . . . 14
Section 6.01 Definitions . . . . . . . . . . . . . . . . . 14
Section 6.02 Right to Indemnification . . . . . . . . . . . 14
Section 6.03 Successful on the Merits . . . . . . . . . . . 15
Section 6.04 Advancement of Expenses . . . . . . . . . . . 16
Section 6.05 Proceedings by a Party . . . . . . . . . . . . 16
Section 6.06 Subrogation . . . . . . . . . . . . . . . . . 16
Section 6.07 Other Payments . . . . . . . . . . . . . . . . 16
Section 6.08 Insurance . . . . . . . . . . . . . . . . . . 16
Section 6.09 Other Rights and Remedies . . . . . . . . . . 16
Section 6.10 Applicability; Effect . . . . . . . . . . . . 16
Section 6.11 Severability . . . . . . . . . . . . . . . . . 17
</TABLE>

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<PAGE> 88
<TABLE>
<S> <C> <C>
ARTICLE VII

Miscellaneous . . . . . . . . . . . . . . . . . 17
Section 7.01 Waivers of Notice . . . . . . . . . . . . . . 17
Section 7.02 Presumption of Assent . . . . . . . . . . . . 17
Section 7.03 Voting of Securities by the Corporation . . . 17
Section 7.04 Loans to Employees and Officers; Guaranty
of Obligations of Employees and Officers . . . 18
Section 7.05 Seal . . . . . . . . . . . . . . . . . . . . . 18
Section 7.06 Fiscal Year . . . . . . . . . . . . . . . . . 18
Section 7.07 Amendments . . . . . . . . . . . . . . . . . . 18
</TABLE>

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<PAGE> 89
BYLAWS

AIR DRILLING INTERNATIONAL, INC.

ARTICLE I.

Offices

Section 1.01 Business Offices. The corporation may have such offices,
either within or outside Delaware, as the board of directors may from time to
time determine or as the business of the corporation may require.

Section 1.02 Registered Office. The registered office of the
corporation required by the Delaware General Corporation Law to be maintained
in Delaware shall be as set forth in the certificate of incorporation, unless
changed as provided by law.

ARTICLE II.

Stockholders

Section 2.01 Annual Meeting. An annul meeting of the stockholders
shall be held in the month of May in each year, or on such other date as may be
determined by the board of directors, beginning with the year 1996, for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the annual meeting shall be
a legal holiday, such meeting shall be held on the next succeeding business
day. If the election of directors shall not be held on the day designated
herein for any annual meeting of the stockholders, or at any adjournment
thereof, the board of directors shall cause the election to be held at a
meeting of the stockholders as soon thereafter as conveniently may be. Failure
to hold an annual meeting as required by these bylaws shall not invalidate any
action taken by the board of directors or officers of the corporation.

Section 2.02 Special Meetings. Except as otherwise required by law,
and subject to the rights of the holders of any class or series of shares
issued by the corporation having a preference over the Common Stock as to
dividends or upon liquidation to elect directors in certain circumstances,
special meetings of the stockholders of the corporation may be called only by
the board of directors pursuant to a resolution approved by the affirmative
vote of a majority of the directors then in office.

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Section 2.03 Place of Meeting. Each meeting of the stockholders shall
be held at such place, either within or outside Delaware, as may be designated
in the notice of meeting, or, if no place is designated in the notice, at the
principal office of the corporation.

Section 2.04 Notice of Meetings. Except as otherwise required by law,
written notice of each meeting of the stockholders stating the place, day and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given, either personally
(including delivery by private courier) or by first class, certified or
registered mail, to each stockholder of record entitled to notice of such
meeting, not less than ten nor more than 60 days before the date of the
meeting. Such notice shall be deemed to be given, if personally delivered,
when delivered to the stockholder, and, if mailed, when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the corporation, but if notice of two consecutive
annual meetings and all notices of meetings or the taking of action by written
consent without a meeting to any stockholder during the period between such two
consecutive annual meetings, or all, and at least two, payments (if sent by
first class mail) of dividends or interest on securities during a 12-month
period, have been mailed addressed to such person at his address as shown on
the records of the corporation and have been returned undeliverable, the giving
of such notice to such person shall not be required until another address for
such person is delivered to the corporation. When a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business that
might have been transacted at the original meeting. If the adjournment is for
more than 30 days, or if after the adjournment a new record date is fixed for
the adjourned meeting, notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting in accordance with the
foregoing provisions of this Section 2.04.

Section 2.05 Fixing Date for Determination of Stockholders of Record.
For the purpose of determining stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or
exchange of stock or for any other lawful action, the board of directors may
fix, in advance, a date as the record date for any such determination of
stockholders, which date shall be not more than 60 nor less than ten days
before the date of such meeting, and not more than 60 days prior to any other
action. If no record date is fixed for determining stockholders entitled to
notice of or to vote at a meeting of stockholders, then the record date shall
be the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, the close of business on the day next preceding
the day on which the meeting is held, or, for determining stockholders for any
other purpose, the close of business on the day on which the board of directors
adopts the resolution relating thereto. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that the board of
directors may fix a new record date for the adjourned meeting. Notwithstanding
the

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foregoing provisions of this Section 2.05, the record date for determining
stockholders entitled to take, or receive notice of, corporate action in
writing without a meeting as provided in Section 2.11 shall be determined as
provided in such Section.

Section 2.06 Voting List. The officer who has charge of the stock
books of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote
at the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination o any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

Section 2.07 Proxies. Each stockholder entitled to vote at a meeting
of stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period.

Section 2.08 Quorum and Manner of Acting. At all meetings of
stockholders, a majority of the outstanding shares of the corporation entitled
to vote, represented in person or by proxy, shall constitute a quorum. If a
quorum is present, the affirmative vote of a majority of the shares represented
at a meeting and entitled to vote on the subject matter shall be the act of the
stockholders, unless the vote of a greater proportion or number or voting by
classes is otherwise required by law, the certificate of incorporation or these
bylaws. In the absence of a quorum, a majority of the shares so represented
may adjourn the meeting from time to time in accordance with Section 2.04 until
a quorum shall be present or represented.

Section 2.09 Voting of Shares. Unless otherwise provided in the
certificate of incorporation and subject to the provisions of Section 2. 5(f)
each stockholder entitled to vote shall have one vote for each outstanding
share of capital stock held of record by such stockholder on each matter
submitted to a vote of the stockholders either at a meeting thereof or pursuant
to Section 2.11. In the election of directors each record holder of stock
entitled to vote at such election shall have the right to vote the number of
shares owned by him for as many persons as there are directors to be elected,
and for whose election he has the right to vote. Cumulative voting shall not
be allowed. If a separate vote by a class or classes is required, a majority
of the outstanding shares of such class or classes, present in person or
represented by proxy shall constitute a quorum entitled to take action with
respect to that vote on that matter and the affirmative vote of the majority of
shares of such class or classes present in person or represented by proxy at
the meeting shall be the act of such class.

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<PAGE> 92
Section 2.10 Voting of Shares by Certain Holders.

(a) Fiduciaries; Pledgors. Persons holding stock in a
fiduciary capacity shall be entitled to vote the shares so held. Persons whole
stock is pledged shall be entitled to vote, unless in the transfer by the
pledgor on the books of the corporation he has expressly empowered the pledgee
to vote thereon, in which case only the pledgee or his proxy may represent such
shares and vote thereon.

(b) Joint Owners. If shares stand of record in the names of
two or more persons, whether fiduciaries, members of a partnership, joint
tenants, tenants in common, tenants by the entirety or otherwise, or if two or
more persons have the same fiduciary relationship respecting the same shares,
unless the secretary of the corporation is given written notice to the contrary
and is furnished with a copy of the instrument or order appointing them or
creating the relationship wherein it is so provided, their acts with respect to
voting shall have the following effects: (i) if only one votes, his act binds
all; (ii) if more than one votes, the act of the majority so voting binds all;
and (iii) if more than one votes, but the vote is evenly split on any
particular matter, each faction may vote the shares in question proportionally,
or any person voting the shares, or a beneficiary, if any, may apply to any
court having jurisdiction to appoint an additional person to act with the
persons so voting the shares, in which case the shares shall then be voted as
determined by a majority of such persons. If the secretary of the corporation
is given notice and is furnished a copy of the instrument or order creating a
tenancy held in unequal interests, a majority or even split for the purpose of
subparagraph (iii) shall be a majority or even split in interest.

Section 2.11 Action Without a Meeting.

(a) Written Consent. Unless otherwise provided in the
certificate of incorporation, any action required or permitted to be taken at
any meeting of the stockholders may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted (which consent may be signed in counterparts). Every written consent
shall bear the date of signature of each stockholder who signs the consent and
no written consent shall be effective to take the corporate action referred to
therein unless, within 60 days of the earliest dated consent delivered to the
corporation in the manner required by the Delaware General Corporation Law,
written consents signed by a sufficient number of stockholders to take the
action are delivered to the corporation in the manner required by the Delaware
General Corporation Law.

(b) Determination of Stockholders Entitled to Act By Consent.
For purposes of determining stockholders entitled to consent to corporate
action in writing without a meeting, the board of directors may fix, in
advance, a date as the record date for any such determination of stockholders,
which date shall be not more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required
by the Delaware General Corporation Law, shall be the first date on which a
signed written consent

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setting forth the action taken or proposed to be taken is delivered to the
corporation in the manner required by the Delaware General Corporation Law. If
no record date has been fixed by the board of directors and prior action by the
board of directors is required by the Delaware General Corporation Law, the
record date for determining stockholders entitled to consent to corporate
action in writing without a meeting shall be the close of business on the day
on which the board of directors adopts the resolution taking such prior action.

(c) Notice to Non-Consenting Stockholders. Prompt written
notice of the taking of corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing. Such notice shall be given in accordance with the
applicable provisions of Section 2.04.

ARTICLE III.

Board of Directors

Section 3.01 General Powers. The business and affairs of the
corporation shall be managed by or under the direction of its board of
directors, except as otherwise provided in the Delaware General Corporation Law
or the certificate of incorporation.

Section 3.02 Number, Classification and Election. The number of
directors of the corporation shall be as fixed from time to time by resolution
of the board of directors. The directors shall be divided as evenly as
possible into three classes, designated Class I, Class II and Class III. If
the number of directors is not evenly divisible by three, the remainder
positions shall be allocated first to Class III and second to Class II. Prior
to December 31, 1995, at a special meeting, Class I Directors shall be elected
for a term expiring at the 1996 annual meeting of stockholders, Class II
Directors for a term expiring at the 1997 annual meeting of stockholders and
Class III Directors for a term expiring at the 1998 annual meeting of
stockholders. At each succeeding annual meeting of stockholders, successors to
directors whose terms expire at that annual meeting shall be of the same class
as the directors they succeed and shall be elected for three-year terms.
Except as otherwise provided in Sections 2.01 and 3.05, directors shall be
elected by a plurality of the votes present in person or represented by proxy
at the meeting and entitled to vote at the election of directors. Each
director shall hold office until the annual meeting for the year in which his
term expires or until his successor shall have been elected and qualified or
until his earlier death, resignation, retirement or removal from office.
Directors need not be residents of Delaware or stockholders of the corporation.
Any reduction in the authorized number of directors shall not have the effect
of shortening the term of any incumbent director unless such director is also
removed from office in accordance with Section 3.04.

Section 3.03 Resignation. Any director may resign at any time by
giving written notice to the corporation. A director's resignation shall take
effect at the time specified therein; and unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

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Section 3.04 Removal. Any director or the entire board of directors
may be removed for cause by the holders of at least 80 percent of the votes of
stock generally entitled to vote at an election of directors, voting together
as a single class, at a meeting of stockholders for which proper notice of the
proposed removal has been given. Directors may not be removed without cause.

Section 3.05 Vacancies. Unless otherwise provided in the certificate
of incorporation, any vacancy or any newly created directorship resulting from
any increase in the authorized number of directors may be filled by a majority
of directors then in office, although less than a quorum, or by a sole
remaining director, or by the stockholders if there are no directors remaining,
and a director so chosen shall, without regard to the class in which the
vacancy occurred, hold office until the next succeeding annual meeting of
stockholders and until his successor is duly elected and qualified. When one
or more directors shall resign from the board, effective at a future date, a
majority of the directors then in office, including those who have so resigned,
shall have the power to fill such vacancy or vacancies, the vote thereon to
take effect when such resignation or resignations shall become effective, and
each director so chosen shall hold office as provided in this Section for the
filling of other vacancies.

Section 3.06 Election of Directors by Holders of Particular Classes or
Series of Stock. Notwithstanding the foregoing, whenever the holders of any
one or more classes or series of stock issued by the corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
provisions of the Certificate of Incorporation, including any applicable
resolutions of tee board of directors adopted pursuant to Article Fourth of the
Certificate of Incorporation. Directors so elected shall not be divided into
classes and shall be elected by such holders annually unless expressly provided
otherwise by those provisions or resolutions, and during the prescribed terms
of office of those directors, the board of directors shall consist of a number
of directors equal to the number of those directors plus the number of
directors as fixed from time to time by resolution of the board of directors.

Section 3.07 Regular Meetings. A regular meeting of the board of
directors shall be held immediately after and at the same place as the annual
meeting of stockholders, or as soon thereafter as conveniently may be, at the
time and place, either within or without Delaware, determined by the board, for
the purpose of electing officers and for the transaction of such other business
as may come before the meeting. Failure to hold such a meeting, however, shall
not invalidate any action taken by any officer then or thereafter in office.
The board of directors may provide by resolution the time and place, either
within or outside Delaware, for the holding of additional regular meetings
without other notice than such resolution.

Section 3.08 Special Meetings. Special meetings of the board of
directors may be called by or at the request of the president or any director.
The person authorized to call special meetings of the board of directors may
fix any convenient place, either within or outside Delaware, as the place for
holding any special meeting of the board of directors called by him.

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Section 3.09 Meetings by Telephone. Unless otherwise restricted by the
certificate of incorporation, members of the board of directors or any
committee thereof may participate in a meeting of such board or committee by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting in such manner shall constitute presence in person
at the meeting.

Section 3.10 Notice of Meetings. Notice of each meeting of the board
of directors (except those regular meetings for which notice is not required)
stating the place, day and hour of the meeting shall be given to each director
at least five days prior thereto by the mailing of written notice by first
class mail, or at least three days prior thereto by personal delivery
(including delivery by courier) of written notice or by telephone, telegram,
facsimile or other similar form of communication, except that in the case of a
meeting to be held pursuant to Section 3.08 notice may be given by personal
delivery or by facsimile, telegram or telephone 24 hours prior thereto. The
method of notice need not be the same to each director. If mailed, such notice
shall be deemed to be given when deposited in the United States mail, with
postage thereon prepaid, addressed to the director at his business or residence
address. If sent by telegram, facsimile or similar form of communication, such
notice shall be deemed to be given when sent by such method to the director
during normal business hours at the location of the recipient at the last
address or facsimile number of the director furnished by him to the corporation
for such purpose. If communicated by telephone, such notice shall be deemed to
be given when communicated directly to the director or to the person designated
by the director as a person authorized to receive such notice. Neither the
business to be transacted at nor the purpose of any meeting of the board of
directors need be specified in the notice or waiver of notice of such meeting.

Section 3.11 Quorum and Manner of Acting. Except as otherwise may be
required by law, the certificate of incorporation or these bylaws, a majority
of the number of directors fixed in accordance with these bylaws, present in
person, shall constitute a quorum for the transaction of business at any
meeting of the board of directors, and the vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors. If less than a quorum is present at a meeting, the directors
present may adjourn the meeting from time to time without further notice other
than announcement at the meeting, until a quorum shall be present. No director
may vote or act by proxy or power of attorney at any meeting of the board of
directors.

Section 3.12 Interested Directors. No contract or transaction between
the corporation and one or more of its directors or officers, or between a
corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the board or committee which authorizes the
contract or transaction, or solely because his or their votes are counted for
such purpose, if the material facts as to his relationship or interest and as
to the contract or transaction are disclosed or are known to the board of
directors or the committee, and the board or committee in good faith authorizes
the contract or transaction by the

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affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the shareholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the shareholders;
or the contract or transactions is fair as to the corporation as of the time it
is authorized, approved or ratified, by the board of directors, a committee or
the shareholders. Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the board of directors or of a
committee that authorizes the contract or transaction.

Section 3.13 Action Without a Meeting. Unless otherwise restricted by
the certificate of incorporation, any action required or permitted to be taken
at any meeting of the board of directors or any committee thereof may be taken
without a meeting, without prior notice and without a vote, if all members of
the board or committee consent thereto in writing and the writing or writings
are filed with the minutes of the proceedings of the board or committee.

Section 3.14 Executive and Other Committees. The board of directors,
by resolution adopted by a majority of the whole board, may designate one or
more committees, each committee to consist of one or more of the directors of
the corporation. The board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification of a member
of a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in
reference to (a) amending the certificate of incorporation (except as permitted
by the Delaware General Corporation Law with respect to fixing the terms and
conditions of series of stock); (b) adopting an agreement of merger or
consolidation; (c) recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets;
(d) recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution; (e) amending the bylaws of the corporation; and
(f) unless the resolution of the board expressly so provides, declaring a
dividend, authorizing the issuance of stock or adopting a certificate of
ownership and merger. The delegation of authority to any committee shall not
operate to relieve the board of directors or any member of the board from any
responsibility imposed by law. Subject to the foregoing, the board of
directors may provide such powers, limitations and procedures for such
committees as the board deems advisable. To the extent the board of directors
does not establish other procedures, each committee shall be governed by the
procedures set forth in Sections 3.06 (except as they relate to an annual
meeting), 3.07 through 3.11 and 7.01 and 7.02 as if the committee were the
board of directors. Each committee shall keep regular minutes of its
meetings, which shall be reported to

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the board of directors when required and submitted to the secretary of the
corporation for inclusion in the corporate records.

Section 3.15 Compensation. Unless otherwise restricted by the
certificate of incorporation, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the board of directors and
each meeting of any committee of the board of which he is a member and may be
paid a fixed sum for attendance at each such meeting or a stated salary or both
a fixed sum and a stated salary. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor.

ARTICLE IV.

Officers

Section 4.01 Number and Qualifications. The officers of the
corporation shall consist of a president, a secretary and such other officers,
including a chairman of the board, a vice-chairman or vice-chairmen of the
board, one or more vice-presidents, a treasurer and a controller, as may from
time to time be elected or appointed by the board. In addition, the board of
directors or the president may elect or appoint such assistant and other
subordinate officers including assistant vice-presidents, assistant secretaries
and assistant treasurers, as it or he shall deem necessary or appropriate. Any
number of offices may be held by the same person.

Section 4.02 Election and Term of Office. Except as provided in
Sections 4.01 and 4.06, the officers of the corporation shall be elected by the
board of directors annually at the first meeting of the board held after each
annual meeting of the stockholders as provided in Section 3.06. If the
election of officers shall not be held as provided herein, such election shall
be held as soon thereafter as conveniently may be. Each officer shall hold
office until his successor shall have been duly elected and shall have
qualified or until his earlier death, resignation or removal.

Section 4.03 Compensation. Officers shall receive such compensation
for their services as may be authorized or ratified by the board of directors
and no officer shall be prevented from receiving compensation by reason of the
fact that he is also a director of the corporation. Election or appointment as
an officer shall not of itself create a contract or other right to compensation
for services performed by such officer.

Section 4.04 Resignation. Any officer may resign at any time, subject
to any rights or obligations under any existing contracts between the officer
and the corporation, by giving written notice to the corporation. An officer's
resignation shall take effect at the time stated therein; and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

Section 4.05 Removal. Any officer may be removed at any time by the
board of directors, or, in the case of assistant and other subordinate
officers, by the president

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(whether or not such officer was appointed by the president) whenever in its or
his judgment, as the case may be, the, best interests of the corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an
officer shall not in itself create contract rights.

Section 4.06 Vacancies. A vacancy occurring in any office by death,
resignation removal or otherwise may be filled by the board of directors, or,
if such office may be filled by the president as provided in Section 4.01, by
the president, for the unexpired portion of the term.

Section 4.07 Authority and Duties. The officers of the corporation
shall have the authority and shall exercise the powers and perform the duties
specified below, and as may be additionally specified by the president, the
board of directors or these bylaws (and in all cases where the duties of any
officer are not prescribed by the bylaws or the board of directors, such
officer shall follow the orders and instructions of the president), except that
in any event each officer shall exercise such powers and perform such duties as
may be required by law:

(a) President. The president, subject to the direction and
supervision of the board of directors, shall: (i) be the chief executive
officer of the corporation and have general and active control of its affairs
and business and general supervision of its officers, agents and employees;
(ii) unless there is a chairman of the board, preside at all meetings of the
stockholders and the board of directors; (iii) see that all orders and
resolutions of the board of directors are carried into effect; and (iv) perform
all other duties normally incident to the office of president of a corporation
as from time to time may be assigned to him by the board of directors.

(b) Vice-President. The vice-president, if any (or if there
is more than one then each vice-president), shall assist the president and
shall perform such duties as may be assigned to him by the president or by the
board of directors. The vice-president, if there is one (or if there is more
than one then the vice-president designated by the board of directors or if
there be no such designation, then the vice-presidents in order of their
election) shall, at the request of the president, or in his absence or
inability or refusal to act, perform the duties of the president, and when so
acting shall have all the powers of and be subject to all the restrictions upon
the president. Assistant vice-presidents, if any, shall have the powers and
perform the duties as may be assigned to them by the president or by the board
of directors.

(c) Secretary. The secretary shall: (i) record and keep the
minutes of the proceedings of the stockholders, the board of directors and any
committees of the board of directors; (ii) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law; (iii)
be custodian of the corporate records and of the seal of the corporation; (iv)
keep at the corporation's registered office or principal place of business a
record containing the names and addresses of all stockholders and the number
and class of shares held by each, unless such a record shall be kept at the
office of the corporation's transfer agent or registrar; (v) have general
charge of the stock books of the corporation, unless the corporation has a

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transfer agent; and (vi) in general, perform all other duties incident to the
office of secretary and such other duties as from time to time may be assigned
to him by the president or by the board of directors. Assistant secretaries,
if any, shall have the same duties and powers, subject to supervision by the
secretary.

(d) Treasurer. The treasurer shall: (i) be the principal
financial officer of the corporation and have the care and custody of all
funds, securities, evidences of indebtedness and other personal property of the
corporation and deposit the same in accordance with the instructions of the
board of directors; (ii) receive and give receipts and acquittances for moneys
paid in on account of the corporation, and pay out of the funds on hand all
bills, payrolls and other just debts of the corporation of whatever nature upon
maturity; (iii) unless there is a controller, be the principal accounting
officer of the corporation and as such prescribe and maintain the methods and
systems of accounting to be followed, keep complete books and records of
account, prepare and file all local, state and federal tax returns, prescribe
and maintain an adequate system of internal audit and prepare and furnish to
the president and the board of directors statements of account showing the
financial position of the corporation and the results of its operations; (iv)
upon request of the board, make such reports to it as may be required at any
time; and (v) perform all other duties incident to the office of treasurer and
such other duties as from time to time may be assigned to him by the board of
directors or by the president. Assistant treasurers, if any, shall have the
same powers and duties, subject to the supervision of the treasurer. If there
is no treasurer, these duties shall be performed by the secretary or president
or other person appointed by the board of directors.

Section 4.08 Surety Bonds. The board of directors may require any
officer or agent of the corporation to execute to the corporation a bond in
such sums and with such sureties as shall be satisfactory to the board,
conditioned upon the faithful performance of his duties and for the restoration
to the corporation of all book, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.

ARTICLE V.

Stock

Section 5.01 Issuance of Shares. The issuance or sale by the
corporation of any shares of its authorized capital stock of any class,
including treasury shares, shall be made only upon authorization by the board
of directors, except as otherwise may be provided by law. Every issuance of
shares shall be recorded on the books of the corporation maintained for such
purpose by or on behalf of the corporation.

Section 5.02 Stock Certificates; Uncertificated Shares. The shares of
stock of the corporation shall be represented by certificates, except that the
board of directors may, in accordance with applicable provisions of law,
authorize the issuance of some or all of any or all classes or series of stock
of the corporation without certificates. If shares are represented by
certificates (or if a holder of uncertificated shares requests

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his shares to be represented by a certificate), each certificate shall be
signed by or in the name of the corporation by the chairman or a vice-chairman
of the board of directors, or the president or a vice-president, and by the
treasurer or an assistant treasurer, or the secretary or an assistant secretary
of the corporation, representing the number of shares owned by him in the
corporation. Any of or all the signatures on the certificate may be facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue. Certificates of
stock shall be in such form consistent with law as shall be prescribed by the
board of directors.

Section 5.03 Payment for Shares. Shares shall be issued for such
consideration (but not less than the par value thereof) as shall be determined
from time to time by the board of directors. Treasury shares shall be disposed
of for such consideration as may be determined from time to time by the board.
Such consideration shall be paid in such form and in such manner as the
directors shall determine. In the absence of actual fraud in the transaction,
the judgment of the directors as to the value of such consideration shall be
conclusive. The capital stock issued by the corporation shall be deemed to be
fully paid and non-assessable stock if: (a) the entire amount of the
consideration has been received by the corporation in the form of cash,
services rendered, personal property, real property, leases of real property or
a combination thereof; or (b) not less than the amount of the consideration
determined to be capital pursuant to statute has been received by the
corporation in such form and the corporation has received a binding obligation
of the subscriber or purchaser to pay the balance of the subscription or
purchase price; provided, however, nothing contained herein shall prevent the
board of directors from issuing partly paid shares pursuant to statute. The
directors may, from time to time, demand payment in respect of each share of
stock not fully paid in the manner prescribed by statute. In addition, when
the whole of the consideration payable for shares of a corporation has not been
paid in, and the assets shall be insufficient to satisfy the claims of its
creditors, each holder of or subscriber for such shares shall be bound to pay
on each share held or subscribed for by him the sum necessary to complete the
amount of the unpaid balance of the consideration for which such shares were
issued or are to be issued by the corporation. No person becoming an assignee
or transferee of shares or of a subscription for shares in good faith and
without knowledge or notice that the full consideration therefor has not been
paid shall be personally liable for any unpaid portion of such consideration,
but the transferor shall remain liable therefor, and no person holding shares
in any corporation as collateral security shall be personally liable as a
stockholder but the person pledging such shares shall be considered the holder
thereof and shall be so liable. No executor, administrator, guardian, trustee
or other fiduciary shall be personally liable as a stockholder, but the estate
or funds held by such executor, administrator, guardian, trustee or other
fiduciary in such fiduciary capacity shall be liable.

Section 5.04 Lost Certificates. In case of the alleged loss,
destruction or mutilation of a certificate of stock the board of directors may
direct the issuance of a new certificate in lieu thereof upon such terms and
conditions in conformity with law

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as it may prescribe. The board of directors may in its discretion require a
bond in such form and amount and with such surety as it may determine before
issuing a new certificate.

Section 5.05 Transfer of Shares. Upon presentation and surrender to
the corporation or to a transfer agent of the corporation of a certificate of
stock duly endorsed or accompanied by proper evidence of succession, assignment
or authority to transfer, payment of all transfer taxes, if any, and the
satisfaction of any other requirements of law, including inquiry into and
discharge of any adverse claims of which the corporation has notice, the
corporation or the transfer agent shall issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction on the
books maintained for such purpose by or on behalf of the corporation. No
transfer of shares shall be effective until it has been entered on such books.
The corporation or a transfer agent of the corporation may require a signature
guaranty or other reasonable evidence that any signature is genuine and
effective before making any transfer. Transfers of uncertificated shares shall
be made in accordance with applicable provisions of law.

Section 5.06 Registered Holders. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.

Section 5.07 Transfer Agents, Registrars and Paying Agents. The board
of directors may at its discretion appoint one or more transfer agents,
registrars and agents for making payment upon any class of stock, bond,
debenture or other security of the corporation. Such agents and registrars may
be located either within or outside Delaware. They shall have such rights and
duties and shall be entitled to such compensation as may be agreed.

ARTICLE VI.

Indemnification

Section 6.01 Definitions. For purposes of this Article, the following
terms shall have the meanings set forth below:

(a) The Corporation. The term "the corporation" means the
corporation and shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a

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director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under this
Article with respect to the resulting or surviving corporation as he would have
with respect to such constituent corporation if its separate existence had
continued.

(b) Other Enterprises. The term "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee,
or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and the
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this Article.

Section 6.02 Right to Indemnification. The corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful. The corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnify

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<PAGE> 103
for such expenses which the Court of Chancery or such other court shall deem
proper. Any indemnification under this section (unless ordered by a court)
shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in this section. Such determination shall be made (l) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (3) by the stockholders.

Section 6.03 Successful on the Merits. To the extent that a director,
officer, employee or agent of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
section 6.02, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

Section 6.04 Advancement of Expenses. Expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the corporation as authorized in this Article
VI. Such expenses (including attorneys' fees) incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the board of
directors deems appropriate.

Section 6.05 Proceedings by a Party. The corporation shall indemnify
or advance expenses to a party in connection with any proceeding (or part
thereof) initiated by the party only if such proceeding (or part thereof) was
authorized by the board of directors of the corporation.

Section 6.06 Subrogation. In the event of any payment under this
Article, the corporation shall be subrogated to the extent of such payment to
all of the rights of recovery of the indemnified party, who shall execute all
papers and do everything that may be necessary to assure such rights of
subrogation to the corporation.

Section 6.07 Other Payments. The corporation shall not be liable under
this Article to make any payment in connection with any proceeding against or
involving a party to the extent the party has otherwise actually received
payment (under any insurance policy, agreement or otherwise) of the amounts
otherwise indemnifiable hereunder. A party shall repay to the corporation the
amount of any payment the corporation makes to the party under this Article in
connection with any proceeding against or involving the party, to the extent
the party has otherwise actually received payment (under any insurance policy,
agreement or otherwise) of such amount.

Section 6.08 Insurance. The corporation shall have power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee

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<PAGE> 104
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under this Article.

Section 6.09 Other Rights and Remedies. The indemnification and
advancement of expenses provided by, or granted pursuant to this Article shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another capacity
while holding such office.

Section 6.10 Applicability; Effect. The indemnification and
advancement of expenses provided by, or granted pursuant to, this section
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

Section 6.11 Severability. If any provision of this Article shall be
held to be invalid, illegal or unenforceable for any reason whatsoever (a) the
validity, legality and enforceability of the remaining provisions of this
Article (including without limitation, all portions of any Sections of this
Article containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby, and (b) to the fullest extent
possible, the provisions of this Article (including, without limitation, all
portions of any Section of this Article containing any such provision held to
be invalid, illegal or unenforceable, that are not themselves invalid, illegal
or unenforceable) shall be construed so as to give effect to the intent of this
Article that each party covered hereby is entitled to the fullest protection
permitted by law.

ARTICLE VII

Miscellaneous

Section 7.01 Waivers of Notice. Whenever notice is required to be
given by law, by the certificate of incorporation or by these bylaws, a written
waiver thereof, signed by the person entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting or (in the case of a stockholder) by proxy
shall constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting was not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any meeting need be specified in any written waiver of notice
unless required by these bylaws to be included in the notice of such meeting,

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<PAGE> 105
Section 7.02 Presumption of Assent. A director or stockholder of the
corporation who is present at a meeting of the board of directors or
stockholders at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director or stockholder who voted in
favor of such action.

Section 7.03 Voting of Securities by the Corporation. Unless otherwise
provided by resolution of the board of directors, on behalf of the corporation
the president or any vice-president shall attend in person or by substitute
appointed by him, or shall execute written instruments appointing a proxy or
proxies to represent the corporation at, all meetings of the stockholders of
any other corporation, association or other entity in which the corporation
holds any stock or other securities, and may execute written waivers of notice
with respect to any such meetings. At all such meetings and otherwise, the
president or any vice-president, in person or by substitute or proxy as
aforesaid, may vote the stock or other securities so held by the corporation
and may execute written consents and any other instruments with respect to such
stock or securities and may exercise any and all rights and powers incident to
the ownership of said stock or securities, subject, however, to the
instructions, if any, of the board of directors.

Section 7.04 Loans to Employees and Officers; Guaranty of Obligations
of Employees and Officers. The corporation may lend money to, or guarantee any
obligation of, or otherwise assist any officer or other employee of the
corporation or of its subsidiary, including any officer or employee who is
director of the corporation or its subsidiary, whenever, in the judgment of the
directors, such loan, guaranty or assistance may reasonably be expected to
benefit the corporation. The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured in such manner as the board
of directors shall approve, including, without limitation, a pledge of shares
of stock of the corporation. Nothing contained in this section shall be deemed
to deny, limit or restrict the powers of guaranty or warranty of any
corporation at common law or under any statute.

Section 7.05 Seal. The corporate seal of the corporation shall be in
such form as adopted by the board of directors, and any officer of the
corporation may, when and as required, affix or impress the seal, or a
facsimile thereof, to or on any instrument or document of the corporation.

Section 7.06 Fiscal Year. The fiscal year of the corporation shall be
as established by the board of directors.

Section 7.07 Amendments. The board of directors shall have the power
to adopt, alter, amend or repeal the bylaws of the corporation by vote of not
less than a majority of the directors then in office. The holders of shares of
capital stock of the corporation entitled at the time to vote for the election
of directors shall, to the extent

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<PAGE> 106
such power is at the time conferred on them by applicable law, also have the
power to adopt, alter, amend or repeal the bylaws of the corporation, but only
if such action receives at least 80 percent of the votes of the outstanding
voting stock, voting together as a single class.

[END]

-18-
<PAGE> 107

CERTIFICATE OF INCORPORATION
OF
AIR DRILLING SERVICES, INC.

KNOW ALL MEN BY THESE PRESENTS That we, J. A. MASON, A. E. HILLIARD, and
H. E. STEVENS, have associated ourselves together for the purpose of becoming a
body corporate and politic under and by virtue of the laws of the State of
Wyoming concerning corporations, and, in accordance with the provisions of said
laws and for such purposes, we do hereby make, execute and acknowledge in
duplicate this Certificate in writing of our intention which, when filed with
the Secretary of State of the State of Wyoming, shall constitute the
Certificate of Incorporation of our said company; and we do hereby certify as
follows:
I.

The name of said corporation shall be:

AIR DRILLING SERVICES, INC.

II.
The term of existence of our said corporation shall be fifty (50) years
from the date of the filing of this Certificate of Incorporation in the Office
of the Secretary of State of the State of Wyoming.

III.

The objects and purposes for which this company is created are as
follows:

1. To buy, sell, manufacture, distribute, install, service, store,
import, export and in any other manner deal in and with oil field and any and
all other types of mining, drilling, and mineral exploration equipment, to
supply appliances and parts of every kind and nature as principal, agent, or
otherwise at wholesale and retail.

2. To manufacture, to purchase or otherwise acquire, and to hold,
own, encumber, lease, sell, assign or in any other manner dispose of, deal and
trade in and with goods, wares, merchandise and personal property within and
without the State of Wyoming.

3. To option, purchase, lease, construct and otherwise acquire, own,
operate and maintain; and to sell, lease and otherwise dispose of mines, mills,
machinery, reduction plants, smelters, warehouses, trams and other carriers,
buildings and processes that may be used in the handling and treatment of ores;
to treat ores of all kinds in any manner whatsoever, or by any process
whatsoever, and by the use of such chemicals, machinery and processes as may be
found convenient; and to extract from such ores all minerals, metals and other
products and to prepare the same for market; to buy, sell and deal in ores,
minerals, metals, chemicals and their products; and to do all things incident
to the business of mining, milling, refining, and buying and selling of ores,
minerals, metals and by-products thereof; and to acquire, own, deal in,
explore, drill and develop interests in potential oil and gas lands, to
produce, treat, store, refine and market petroleum, gas and by-products
thereof.

4. To buy, sell, store, mill, refine and treat ore for others upon
such terms as may be directed by the Board of Directors.

5. To buy, sell, manufacture, repair, alter, exchange, let, hire and
deal in all kinds of materials, machines and equipment which may be required or
considered useful for any purpose of this corporation.

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<PAGE> 108
6. To buy and/or acquire by exchange of stock of this corporation,
and to sell, pledge and dispose of stocks, bonds, notes and securities of other
corporations, individuals and associations of any kind or description; to own,
improve, develop, deal in and dispose of real estate; to lend and borrow money
and take and give security of whatsoever kind or nature therefor.

7. To purchase at private sale or on the open market shares of
capital stock of this corporation, which shares, whether so acquired or
otherwise, may be resold, all under such provisions or restrictions as may be
provided by the laws of the State of Wyoming.

8. To sell, mortgage or pledge all the property, real, personal or
mixed, of this corporation, or any part thereof, on such terms and conditions
as the Directors may deem best for the purpose of disposing of said property,
or of borrowing money, or securing credit for the corporation, development or
maintenance of any or all of the property of the corporation, or maintenance or
acquisition of other property, or in any manner to further the objects and
purposes of this corporation as may be provided by the laws of the State of
Wyoming.

9. To issue fully paid and non-assessable stocks for cash or any
property, real or personal, patents and patent rights, and for services
rendered the company; and the judgment and discretion of the Directors of this
company in all matters pertaining to the said purchases or the issue of said
stock shall be conclusive for all purposes; and to issue mortgage notes,
debentures, bonds and other evidences of indebtedness, and to secure the
payment of same by mortgaging and/or pledging the whole or any part of the
corporate property, all as may be provided by the laws of the State of Wyoming.

10. The declarations hereinbefore or hereinafter contained shall be
construed as both objects and powers of the company and without in any
particular limiting such business, objects and powers; and this corporation
shall have the right to do all and everything necessary, suitable, requisite,
convenient or proper for the exercise and accomplishment of any of the
purposes, attainment of any of the objects, and the furtherance of any of the
powers set forth, either alone or in association and agreement with any other
corporation, individual, firm or association, and generally to transact any and
all business and to do every other act, thing or things incidental, convenient,
necessary, appertaining to or growing out of or connected with the aforesaid
objects and purposes, business, privileges or powers, or part or parts thereof,
as a natural person could, providing that the same be not inconsistent with the
laws of the place where such is done.

11. In view of the fact that this corporation may have occasion to
engage in business transactions with other corporations in which may be
interested the Directors of this corporation, no contract or other transaction
between this corporation and any other corporation shall be affected by the
fact that Directors of this company are interested in or are directors or
officers of such other corporations; and the stockholders of this corporation
consent that its Directors may in their discretion cause contracts or dealings
in other transactions to be entered into with other corporations in which said
Directors are themselves interested, and none thereof shall be invalid by
reason of such interest.

IV.

The total amount of authorized capital stock of this company shall be
Fifty Thousand Dollars ($50,000.00) divided into Fifty Thousand (50,000) shares
of common capital stock the par value of One Dollar ($1.00) per share, which
shall be fully paid

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<PAGE> 109
and non-assessable as and when issued. All shares shall be paid in at such
times as the Board of Directors may determine, in such manner as they shall
designate, in cash, real or personal property, services or otherwise, or for
any other valuable right or thing for the uses and purposes of the corporation;
and all shares of the capital stock of the company, when issued in exchange
therefor, shall thereupon and thereby become and be fully paid, the same as
though paid for in cash at par, and shall be non-assessable forever. The
judgment of the Directors as to the value of any property, services, right or
thing acquired in exchange for capital stock shall be conclusive.

Cumulative voting of shares of stock shall be allowed in the election of
Directors.

Every share of stock of this Company, when issued and outstanding, shall
have the same voting, divident, profit-sharing and other right as every other
share issued and outstanding.

The affairs and management of this corporation shall be under the
control of a Board of three (3) Directors. The names and residences of the
Directors who have been selected for the first year are:

<TABLE>
<CAPTION>
Names Addresses
----- ---------
<S> <C>
J. A. Mason P.O. Box 1471, Casper, Wyoming
A. E. Hilliard 2237 Coffman Ave. Casper, Wyoming
H. E. Stevens 630 W. Yellowstone, Casper, Wyoming
</TABLE>

A majority of the said Directors shall constitute a quorum for the
transaction of any business.

The Board of Directors shall have and exercise all of the corporate
powers of this said corporation, and shall especially have the following
exclusive powers without requiring vote or assent of the stockholders:

(a) To make such prudential By-Laws not inconsistent with the laws of
the State of Wyoming or of the United States or of any state, territory or
foreign country wherein such business is carried on, as may be deemed proper
for the management of this corporation.

(b) To alter, repeal or amend the By-Laws of this corporation from
time to time as the Directors shall see fit.

(c) To establish and maintain such branch offices in the State of
Wyoming or such other states as the Board of Directors may deem advisable from
time to time.

(d) To prescribe the duties of the officers and employees of the
corporation, to appoint, officers, and to carry on all kinds of business within
the objects and purposes of the company.

VI.

The operations of this corporation shall be carried on in the City of
Casper, Natrona County, Wyoming, and at such other place or places, either
within or without the State of Wyoming, as hereafter may be determined by the
Board of Directors.

VII.

The principal office of this corporation shall be located at 630 West
Yellowstone, Casper, Wyoming.

VIII.

Meetings of the Board of Directors of this company may be held at such
places within or without the State of Wyoming as may be designated from time to
time by the Board of Directors or by the By-Laws, and all business at such
meetings and the

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<PAGE> 110
proceedings thereat shall have the same binding force and effect as if such
meetings were held at the principal office of the company in the State of
Wyoming.

IN WITNESS WHEREOF, we have executed this Certificate of Incorporation
in duplicate this 29th day of March, 1956.

/s/ J.A. Mason
-----------------------------------
J.A. MASON

/s/ A. E. Hilliard
-------------------------------------
A. E. HILLIARD

/s/ H. E. Stevens
-------------------------------------
H. E. STEVENS

STATE OF WYOMING
SS
COUNTY OF NATRONA

I, Jane L. Baillie a Notary Public in and for the said County and State,
do hereby certify that J. A. MASON, A. E. HILLIARD, and H. E. STEVENS, who are
personally known to me to be the same persons whose names are subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged
that they signed, sealed and delivered the said instrument as their free and
voluntary act and deed for the uses and purposes therein set forth.

My Commission expires May 7, 1956.

Given under my hand and notarial seal this 29th day of March, 1956.

/s/ Jane L. Baillie
-------------------------------------
Notary Public

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<PAGE> 111
Secretary of State
State of Wyoming
The Capitol
Cheyenne, WY 82002-0020

ARTICLES OF AMENDMENT

1. The name of the corporation is: AIR DRILLING SERVICES, INC.

2. Article IV of the Certificate of Incorporation is omitted in its
entirety and amended and restated as follows:

"ARTICLE IV

The total number of shares of all classes which the Corporation
has authority to issue is 650,000 of which 50,000 shares shall be
designated as $1.00 par value "Common Stock," and 600,000 shares shall
be designated as $5.00 par value "Preferred Stock."

The designations and the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the shares of
each class of stock are as follows:

PREFERRED STOCK

The Preferred Stock may be issued from time to time by the Board
of Directors as shares of one or more series. The description of shares
of each series of Preferred Stock, including any preferences, conversion
and other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption shall
be as set forth in resolutions adopted by the Board of Directors, and
articles of amendment shall be filed with the Wyoming Secretary of State
as required by law to be filed with respect to issuance of such
Preferred Stock, prior to the issuance of any shares of such series.

The Board of Directors is expressly authorized, at any time, by
adopting resolutions providing for the issuance of, or providing for a
change in the number of, shares of any particular series of Preferred
Stock and, if and to the extent from time to time required by law, by
filing articles of amendment which are effective without Shareholder
action to increase or decrease the number of shares included in each
series of Preferred Stock, but not below the number of shares then
issued, and to set or change in any one or more respects the
designations, preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, or terms and
conditions of redemption relating to the shares of each such series.
Notwithstanding the foregoing, the Board of Directors shall not be
authorized to change the right of holders of the Common Stock of the
Corporation to vote one vote per share on all matters

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<PAGE> 112
submitted for shareholder action. The authority of the Board of
Directors with respect to each series of Preferred Stock shall include,
but not be limited to, setting or changing the following:

(a) the annual dividend rate, if any, on shares of such series, the
times of payment and the date from which dividends shall be accumulated, if
dividends are to be cumulative;

(b) whether the shares of such series shall be redeemable and, if so,
the redemption price and the terms and conditions of such redemption;

(d) whether shares of such series shall be convertible into, or
exchangeable for, shares of stock of any other class or classes and, if so, the
terms and conditions of such conversion or exchange, including the price or
prices or the rate or rates of conversion or exchange and the terms of
adjustment, if any;

(e) whether the shares of such series shall have voting rights, in
addition to the voting rights provided by law, and, if so, the extent of such
voting rights;

(f) the rights of the shares of such series in the event of voluntary or
involuntary liquidation, dissolution or winding-up of the Corporation; and

(g) any other relative rights, powers, references, qualifications,
limitations or restrictions thereof relating to such series.

The shares of Preferred Stock of any one series shall be identical with
each other in all respects except as to the dates from and after which
dividends thereon shall cumulate, if cumulative.

COMMON STOCK

Subject to all of the rights of the Preferred Stock as expressly
provided herein, by law or by the Board of Directors pursuant to this Article
IV, the Common Stock of the Corporation shall possess all such rights and
privileges as are afforded to capital stock by applicable law in the absence of
any express grant of rights or privileges in the Corporation's Certificate of
Incorporation, including, but not limited to, the following rights and
privileges:

(a) dividends may be declared and paid or set apart for payment upon the
Common Stock out of any assets or funds of the Corporation legally available
for the payment of dividends;

(b) the holders of Common Stock shall have the right to vote for the
election of directors and on all other matters requiring stockholder action,
each share being entitled to one vote; and

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<PAGE> 113
(c) upon the voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation, the net assets of the Corporation available for
distribution shall be distributed pro rata to the holders of the Common Stock
in accordance with their respective rights and interests.

End of Article IV

3. The amendment set forth above was adopted on December 23, 1996, after
the unanimous consent of the shareholders. There are 100 shares outstanding
and 100 voted for with 0 voting against.

/s/ Robert W. Espy
-------------------------------------
Robert W. Espy III, Vice President

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<PAGE> 114
Secretary of State
State of Wyoming
The Capitol
Cheyenne, WY 82002-0020

ARTICLES OF AMENDMENT

1. The name of the corporation is: AIR DRILLING SERVICES, INC.

2. Article IV of the Certificate of Incorporation is omitted in its
entirety and amended and restated as follows:

ARTICLE IV

The total number of shares of all classes which the Corporation has
authority to issue is 850,000 of which 50,000 shares shall be designated as
$1.00 par value "Common Stock," and 800,000 shares shall be designated as $.01
par value "Preferred Stock."

The designations and the preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the shares of each class of stock are as
follows:

PREFERRED STOCK

The Preferred Stock may be issued from time to time by the Board of
Directors as shares of one or more series. The description of shares of each
series of Preferred Stock, including any preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption shall be as set forth in
resolutions adopted by the Board of Directors, and articles of amendment shall
be filed with the Wyoming Secretary of State as required by law to be filed
with respect to issuance of such Preferred Stock, prior to the issuance of any
shares of such series.

The Board of Directors is expressly authorized, at any time, by adopting
resolutions providing for the issuance of, or providing for a change in the
number of, shares of any particular series of Preferred Stock and, if and to
the extent from time to time required by law, by filing articles of amendment
which are effective without Shareholder action to increase or decrease the
number of shares included in each series of Preferred Stock, but not below the
number of shares then issued, and to set or change in any one or more respects
the designations, preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, or terms and
conditions of redemption relating to the shares of each such series.
Notwithstanding the foregoing, the Board of Directors shall not be authorized
to change the right of holders of the Common Stock of the Corporation to vote
one vote per share on all matters submitted for shareholder action. The
authority of the Board of Directors with respect to each series of Preferred
Stock shall include, but not be limited to, setting or changing the following:

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<PAGE> 115
(a) the annual dividend rate, if any, on shares of such series, the
times of payment and the date from which dividends shall be accumulated, if
dividends are to be cumulative;

(b) whether the shares of such series shall be redeemable and, if so,
the redemption price and the terms and conditions of such redemption;

(e) whether the shares of such series shall have voting rights, in
addition to the voting rights provided by law, and, if so, the extent of such
voting rights;

(f) the rights of the shares of such series in the event of voluntary or
involuntary liquidation, dissolution or winding-up of the Corporation; and

(g) any other relative rights, powers, preferences, qualifications,
limitations or restrictions thereof relating to such series.

The shares of Preferred Stock of any one series shall be identical with
each other in all respects except as to the dates from and after which
dividends thereon shall cumulate, if cumulative.

COMMON STOCK

(a) dividends may be declared and paid or set apart for payment upon the
Common Stock out of any assets or funds of the Corporation legally available
for the payment of dividends;

(b) the holders of Common Stock shall have the right to vote for the
election of directors and on all other matters requiring stockholder action,
each share being entitled to one vote; and

(c) upon the voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation, the net assets of the Corporation available for
distribution shall be distributed pro rata to the holders of the Common Stock
in accordance with their respective rights and interests.

End of Article IV

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<PAGE> 116
3. The amendment set forth above was adopted on December 30, 1996, after
the unanimous consent of the shareholders. There are 100 shares outstanding
and 100 voted for with 0 voting against.

/s/ Robert W. Espy, III
--------------------------------------------
Robert W. Espy III, Vice President

Secretary of State
State of Wyoming
The Capitol
Cheyenne, WY 82002-0020

ARTICLES OF CORRECTION

1. The name of the corporation is: AIR DRILLING SERVICES, INC.

2. Articles of Amendment were filed on behalf of the corporation on
December 26, 1996 and December 31,1996.

3. Said Articles of Amendment erroneously state that the par value of the
"Common Stock" of the corporation is $1.00 per share.

4. Said Articles of Amendment are hereby corrected to state that the par
value of the "Common Stock" of the corporation is $.01 per share.

By
-------------------------------------------
Robert W. Espy III, Vice President

-10-
<PAGE> 117

AMENDED AND RESTATED

BYLAWS

AIR DRILLING SERVICES, INC.

Amended and restated effective as of the
Merger of Air Drilling Holding Corp.
with and into the Corporation

<PAGE> 118
INDEX TO BYLAWS

AIR DRILLING SERVICES, INC.

ARTICLE I
Offices

<TABLE>
<CAPTION>
Page
----
<S> <C>
Section 1.01 Business Offices . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.02 Registered Office . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II
Shareholders

Section 2.01 Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2.02 Special Meetings . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2.03 Place of Meetings . . . . . . . . . . . . . . . . . . . . . . 3
Section 2.04 Notice of Meetings . . . . . . . . . . . . . . . . . . . . . . 3
Section 2.05 Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . 3
Section 2.06 Fixing of Record Date . . . . . . . . . . . . . . . . . . . 4
Section 2.07 Shareholders' List . . . . . . . . . . . . . . . . . . . . . 4
Section 2.08 Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.09 Quorum and Voting Rights . . . . . . . . . . . . . . . . . . 5
Section 2.10 Conflict of Interest Transaction . . . . . . . . . . . . . . 5
Section 2.11 Voting of Shares . . . . . . . . . . . . . . . . . . . . . . 6
Section 2.12 Voting of Shares by Certain Holders . . . . . . . . . . . . 7
Section 2.13 Action Without a Meeting . . . . . . . . . . . . . . . . . . 8

ARTICLE III
Board of Directors

Section 3.01 General Powers . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3.02 Number, Tenure and Qualifications . . . . . . . . . . . . . 9
Section 3.03 Resignation . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3.04 Removal . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3.05 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3.06 Regular Meetings . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>

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<TABLE>
<S> <C> <C>
Section 3.07 Special Meetings . . . . . . . . . . . . . . . . . . . . . . 10
Section 3.08 Meetings by Telephone . . . . . . . . . . . . . . . . . . . 10

Section 3.09 Notice of Meetings . . . . . . . . . . . . . . . . . . . . . 10
Section 3.10 Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . 11
Section 3.11 Presumption of Assent . . . . . . . . . . . . . . . . . . . 11
Section 3.12 Quorum and Voting Rights . . . . . . . . . . . . . . . . . . 11
Section 3.13 Action Without a Meeting . . . . . . . . . . . . . . . . . . 12
Section 3.14 Executive and Other Committees . . . . . . . . . . . . . . . 12
Section 3.15 Compensation . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE IV
Officers

Section 4.01 Number and Qualifications . . . . . . . . . . . . . . . . . . 13
Section 4.02 Appointment and Term of Office . . . . . . . . . . . . . . . 13
Section 4.03 Compensation . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 4.04 Resignation . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 4.05 Removal . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 4.06 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 4.07 Authority and Duties . . . . . . . . . . . . . . . . . . . . 14
Section 4.08 Surety Bonds . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE V
Stock

Section 5.01 Issuance of Shares . . . . . . . . . . . . . . . . . . . . . 15
Section 5.02 Stock Certificates; Uncertificated Shares . . . . . . . . . 16
Section 5.03 Consideration for Shares . . . . . . . . . . . . . . . . . . 16
Section 5.04 Lost Certificates . . . . . . . . . . . . . . . . . . . . . 16
Section 5.05 Transfer of Shares . . . . . . . . . . . . . . . . . . . . . 16
Section 5.06 Holders of Record . . . . . . . . . . . . . . . . . . . . . 17
Section 5.07 Shares Held for Account of Another . . . . . . . . . . . . . 17
Section 5.08 Transfer Agents, Registrars and Paying Agents . . . . . . . 17
</TABLE>

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<TABLE>
<S> <C> <C>
ARTICLE VI
Indemnification

Section 6.01 Definitions . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 6.02 Right to Indemnification . . . . . . . . . . . . . . . . . . 18
Section 6.03 Advancement of Expenses . . . . . . . . . . . . . . . . . . 19
Section 6.04 Burden of Proof . . . . . . . . . . . . . . . . . . . . . . 19
Section 6.05 Notification and Defense of Claim . . . . . . . . . . . . . 20
Section 6.06 Notice to Shareholders of Indemnification of Director . . . 20
Section 6.07 Enforcement . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 6.08 Proceedings by a Party . . . . . . . . . . . . . . . . . . . 21
Section 6.09 Subrogation . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 6.10 Other Payments . . . . . . . . . . . . . . . . . . . . . . . 21
Section 6.11 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 6.12 Indemnification of Officers, Employees, Fiduciaries
and Agents . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 6.13 Other Rights and Remedies . . . . . . . . . . . . . . . . . 22
Section 6.14 Applicability; Effect . . . . . . . . . . . . . . . . . . . 22
Section 6.15 Severability . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE VII
Miscellaneous

Section 7.01 Voting of Securities by the Corporation . . . . . . . . . . 23
Section 7.02 Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 7.03 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 7.04 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . 23
</TABLE>

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BYLAWS

AIR DRILLING SERVICES, INC.

ARTICLE I

Offices

Section 1.01 Business Offices. The corporation may have such
offices, either within or outside Wyoming, as the Board of Directors may from
time to time determine or as the business of the corporation may require.

Section 1.02 Registered Office. The registered office shall be
maintained in Wyoming and shall be as set forth in the Articles of
Incorporation, unless changed as provided by law.

ARTICLE II

Shareholders

Section 2.01 Annual Meeting. An annual meeting of the
shareholders shall be held on the third Tuesday in the month of May in each
year, or on such other date as may be determined by the board of directors,
beginning with the year 1996, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting is a legal holiday in Wyoming, the meeting shall
be held on the next succeeding business day. If the election of directors
shall not be held on the day designated herein for any annual meeting of the
shareholders, or at any adjournment thereof, the board of directors shall cause
the election to be held at a meeting of the shareholders as soon thereafter as
conveniently may be. Failure to hold an annual meeting as required by these
bylaws shall not invalidate any action taken by the board of directors or
officers of the corporation.

Section 2.02 Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise prescribed by
statute, may be called by the president or the board of directors, and shall be
called by the president or the board of directors at the written, dated and
executed, demand of the holders of not less than one-tenth of all the votes of
the corporation entitled to be cast on any proposed issue to be considered. A
written demand shall contain the purpose or purposes for which the meeting
shall be held. Notice of the special meeting must be given not less than 10
days nor more than 60 days before the date of the meeting.

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Section 2.03 Place of Meetings. Each meeting of the shareholders
shall be held at such place, either within or outside Wyoming, as may be
designated in the notice of meeting, or, if no place is designated in the
notice, at the principal office of the corporation if in Wyoming or, if the
principal office is not located in Wyoming, at the registered office of the
corporation in Wyoming.

Section 2.04 Notice of Meetings. Except as otherwise required by
law, written notice of each meeting of the shareholders stating the place, day
and hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called shall be given, either personally
(including delivery by private courier) or by first class, certified or
registered mail, to each shareholder of record entitled to notice of such
meeting, not less than 10 nor more than 60 days before the date of the meeting,
except that if the authorized shares of the corporation are to be increased, at
least 30 days notice shall be given, and, if the sale, lease, exchange or other
disposition of all or substantially all of the property and assets of the
corporation not in the usual and regular course of business is to be voted on,
at least 20 days notice shall be given. Such notice shall be deemed to be
given in person when delivered to the shareholder by telephone, telegraph,
teletype, electronically transmitted facsimile or other form of wire or
wireless communication or by mail or private carrier. If mailed, such notice
shall be deemed to be given as to each shareholder when deposited in the United
States mail, addressed to the shareholder at the shareholder's address shown on
the corporation's current record of shareholders, with postage thereon prepaid,
but, if three successive notices mailed to the last-known address of any
shareholder of record are returned as undeliverable, no further notices to such
shareholder shall be necessary until another address for such shareholder is
made known to the corporation. Written notice to the corporation may be
addressed to its registered agent at its registered address or to the
corporation or its secretary at its principal office. Notice is effective on
the earliest of the date received, five days after mailing or the date shown on
the return receipt, if applicable. If a meeting is adjourned to another time
or place, notice need not be given if the time and place thereof are announced
at the meeting, unless the adjournment is for more than 30 days or if after the
adjournment a new record date is fixed, in either of which case notice of the
adjourned meeting shall be given to each shareholder of record entitled to vote
at the meeting in accordance with the foregoing provisions of this Section
2.04.

Section 2.05 Waiver of Notice. Whenever notice is required by
law, the articles of incorporation or these bylaws to be given to any
shareholder, a waiver thereof in writing signed by the shareholder entitled to
such notice, whether before, at or after the time stated therein, shall be
equivalent to the giving of such notice. By attending a meeting, a shareholder
(a) waives objection to lack of notice or defective notice of such meeting
unless the shareholder, at the beginning of the meeting, objects to the holding
of the meeting or the transacting of business at the meeting because of lack of
notice or defective notice, and (b) waives object to consideration at such
meeting of a particular matter not within the purpose or purposes described in
the notice of such meeting unless the shareholder objects to considering the
matter when it is presented.

Section 2.06 Fixing of Record Date. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of the
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders
for any other proper purpose,

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the board of directors may fix in advance a date as the record date for any
such determination of shareholders, such date in any case to be not more than
70 days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. A record date fixed for the
purpose of determining shareholders entitled to notice of a meeting of the
shareholders shall be fixed not less than 10 days immediately preceding such
meeting (30 days if the authorized stock is to be increased, 20 days if the
sale, lease, exchange or other disposition of all or substantially all of the
property and assets of the corporation not in the usual and regular course of
business is to be considered). If no record date is so fixed, the date on
which notice of the meeting is mailed or the date on which the resolution of
the board of directors declaring the dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of the
shareholders has been made as provided in this Section, such determination
shall apply to any adjournment thereof. Notwithstanding the foregoing
provisions of this Section, the record date for determining shareholders
entitled to take action without a meeting as provided in Section 2.14 below
shall be the date specified in such Section.

Section 2.07 Shareholders' List. After fixing the record date,
the officer or agent having charge of the stock transfer books for shares of
the corporation shall make a complete record of the shareholders entitled to be
given notice of the meeting or any adjournment thereof. The list shall be
arranged by voting groups, if applicable, and within each voting group by class
or series of shares, shall be alphabetical within each class or series, and
shall show the address of, and the number of shares of each class and series
that are held by, each shareholder. For a period of 10 days before such
meeting or two business days after notice of the meeting is given, whichever is
earlier, this record shall be kept on file at the principal office of the
corporation, whether within or outside Wyoming, and shall be subject to
inspection by any shareholder or his agent or attorney for any purpose germane
to the meeting at any time during usual business hours. Such record shall also
be produced and kept open at the time and place of the meeting and any
adjournment thereof and shall be subject to the inspection of any shareholder
or his agent or attorney for any purpose germane to the meeting during the
whole time of the meeting. The original stock transfer books shall be prima
facie evidence as to who are the shareholders entitled to examine such record
or transfer books or to vote at any meeting of the shareholders.

Section 2.08 Proxies. At any meeting of the shareholders, a
shareholder may vote by proxy. Without limiting the manner in which a
shareholder may appoint a proxy to vote or otherwise act for the shareholder,
the following shall constitute valid means of such appointment: (a) a
shareholder may appoint a proxy by signing an appointment form, either
personally or by the shareholder's attorney-in-fact; or (b) a shareholder may
appoint a proxy by transmitting or authorizing the transmission of a telegram,
teletype or other electronic transmission providing a written statement of the
appointment to the proxy, to a proxy solicitor, proxy support service
organization or other person duly authorized by the proxy to receive
appointments as agent for the proxy, or to the corporation; except that the
transmitted appointment shall set forth or be transmitted with written evidence
from which it can be determined that the shareholder transmitted or authorized
the transmission of the appointment. Such appointment of a proxy shall be filed
with the corporation before or at the time of the meeting. No appointment of a
proxy shall

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be valid after 11 months from the date of its execution, unless otherwise
provided in the appointment form.

Section 2.09 Quorum and Voting Rights. At all meetings of
shareholders, a majority of the outstanding shares of the corporation entitled
to vote on a matter, represented in person or by proxy, shall constitute a
quorum with respect to each matter. If a quorum is present, action on a
matter, other than the election of directors, by a voting group is approved if
the votes cast within the voting group favoring the action exceed the votes
cast within the voting group opposing the action, unless the vote of a greater
proportion or number is otherwise required by law, the articles of
incorporation or these bylaws. Notwithstanding the foregoing, an amendment to
the articles of incorporation that adds, changes or deletes a greater quorum or
voting requirement shall meet the same quorum requirement and be adopted by the
same vote and voting groups required to take action under the quorum and voting
requirements then in effect or proposed to be adopted, whichever is greater.
In the absence of a quorum on any matter, a majority of the shares so
represented may adjourn the meeting with respect to such matter from time to
time for a period not to exceed 60 days at any one adjournment. At any such
adjourned meeting, at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the original
meeting.

Section 2.10 Conflict of Interest Transaction. (a) A conflict
of interest transaction is a transaction with the corporation in which a
director of the corporation has a direct or indirect interest. A conflict of
interest transaction is not voidable by the corporation solely because of the
director's interest in the transaction if any one (1) of the following is true:

(i) The material facts of the transaction and the director's
interest were disclosed or known to the board of directors or a committee of
the board of directors and the board of directors or committee authorized,
approved or ratified the transaction;

(ii) The material facts of the transaction and the director's
interest were disclosed or known to the shareholders entitled to vote and they
authorized, approved or ratified the transaction; or

(iii) The transaction was fair to the corporation.

(b) For purposes of this section, a director of the corporation has
an indirect interest in a transaction if:

(i) Another entity in which he has a material financial
interest or in which he is a general partner is a party to the transaction; or

(ii) Another entity of which he is a director, officer or
trustee is a party to the transaction and the transaction is or should be
considered by the board of directors of the corporation.

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(c) For purposes of paragraph (a)(i) of this section, a conflict of
interest transaction is authorized, approved or ratified if it receives the
affirmative vote of a majority of the directors on the board of directors or on
the committee who have no direct or indirect interest in the transaction, but a
transaction may not be authorized, approved or ratified under this section by a
single director. If a majority of the directors who have no direct or indirect
interest in the transaction vote to authorize, approve or ratify the
transaction, a quorum is present for the purpose of taking action under this
section. The presence of, or a vote cast by, a director with a direct or
indirect interest in the transaction does not affect the validity of any action
taken under paragraph (a)(i) of this section if the transaction is otherwise
authorized, approved or ratified as provided in that paragraph.

(d) For purposes of paragraph (a)(ii) of this section, a conflict of
interest transaction is authorized, approved or ratified if it receives the
vote of a majority of the shares entitled to be counted under this subsection.
Shares owned by or voted under the control of a director who has a direct or
indirect interest in the transaction, and shares owned by or voted under the
control of an entity described in paragraph (b)(i) of this section, may not be
counted in a vote of shareholders to determine whether to authorize, approve or
ratify a conflict of interest transaction under paragraph (a)(ii) of this
section. The vote of those shares, however, is counted in determining whether
the transaction is approved under other sections of this act. A majority of
the shares, whether or not present, that are entitled to be counted in a vote
on the transaction under this subsection constitutes a quorum for the purpose
of taking action under this section.

Section 2.11 Voting of Shares. Subject to the provisions of
Section 2.06, each outstanding share of record, regardless of class, is
entitled to one vote, and each outstanding fractional share of record is
entitled to a corresponding fractional vote, on each mater submitted to a vote
of the shareholders either at a meeting thereof or pursuant to Section 2.14,
except to the extent that the voting rights of the shares of any class or
classes are limited, increased or denied by the articles of incorporation as
permitted by the Act. In the election of directors, each record holder of
stock entitled to vote at such election shall have the right to vote the number
of shares owned by him for as many persons as there are directors to be
elected, and for whose election he has the right to vote. Cumulative voting
shall not be allowed.

Section 2.12 Voting of Shares by Certain Holders.

(a) Shares Held or Controlled by the Corporation. No
shares held by another corporation shall be voted at any meeting or counted in
determining a quorum if a majority of the shares entitled to vote for the
election of directors of such other corporation is held by this corporation.

(b) Shares Held by Another Corporation. Shares
standing in the name of another corporation may be voted by such officer, agent
or proxy as the bylaws of such corporation may prescribe or, in the absence of
such provision, as the board of directors of such corporation may determine.

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(c) Shares Held by More Than One Person. Shares
standing of record in the names of two or more persons, whether fiduciaries,
members of a partnership, joint tenants, tenants in common, tenants by the
entirety or otherwise, or if two or more persons have the same fiduciary
relationship respecting the same shares, voting with respect to the shares
shall have the following effects: (i) if only one person votes, his act binds
all; (ii) if two or more persons vote, the act of the majority so voting binds
all; (iii) if two or more persons vote, but the vote is evenly split on any
particular matter, each faction may vote the shares in question proportionally,
or any person voting the shares of a beneficiary, if any, may apply to any
court of competent jurisdiction in Wyoming to appoint an additional person to
act with the persons so voting the shares, in which case the shares shall be
voted as determined by a majority of such persons; and (iv) if a tenancy is
held in unequal interests, a majority or even split for the purposes of
subparagraph (iii) shall be a majority or even split in interest. The
foregoing effects of voting shall not be applicable if the secretary of the
corporation is given written notice of alternative voting provisions and is
furnished with a copy of the instrument or order wherein the alternative voting
provisions are stated.

(d) Shares Held in Trust or by a Personal
Representative. Shares held by an administrator, executor, guardian,
conservator or other personal representative may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name.

(e) Shares Held by a Receiver. Shares standing in the
name of a receiver may be voted by such receiver and shares held by or under
the control of a receiver may be voted by such receiver without the transfer
thereof into his name if authority so to do is contained in an appropriate
order of the court by which such receiver was appointed.

(f) Pledged Shares. A shareholder whose shares are
pledged shall be entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the pledgee shall be
entitled to vote the shares so transferred.

(g) Redeemable Shares Called for Redemption.
Redeemable shares that have been called for redemption shall not be entitled to
vote on any matter and shall not be deemed outstanding shares on and after the
date on which written notice of redemption has been mailed to shareholders and
a sum sufficient to redeem such shares has been deposited with a bank, trust
company or other financial institution with irrevocable instruction and
authority to pay the redemption price to the holders of the shares upon
surrender of certificates therefor.

(h) Shares Held in a Fiduciary Capacity. The
corporation may vote any shares, including its own shares, held by it in a
fiduciary capacity.

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Section 2.13 Action Without a Meeting. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof. Such consent
(which may be signed in counterparts) shall have the same force and effect as a
unanimous vote of the shareholders and may be stated as such in any document.
Unless the consent specifies a different effective date, action taken without a
meeting pursuant to a consent in writing as provided herein shall be effective
when all shareholders entitled to vote on the subject matter have signed the
consent. The record date for determining shareholders entitled to take action
without a meeting or entitled to be given notice is the date a writing upon
which the action is taken is first received by corporation. All consents
signed pursuant to this Section 2.14 shall be either delivered to the
corporation or received by the corporation by electronically transmitted
facsimile or other form of wire or wireless communication providing the
corporation with a complete copy thereof, including a copy of the signatures
for inclusion in the minutes or for filing with the corporate records. Any
shareholder who has signed a writing describing and consenting to action taken
pursuant to this section may revoke such consent by a writing signed by the
shareholder describing the action and stating that the shareholder's prior
consent thereto is revoked, if such writing is received by the corporation
before the corporation has actually received consents signed by all
shareholders, regardless of the effective date reflected in the consents or at
any time before a specified effective date if the date specified in the consent
is subsequent to the date the signed consents are received. Unless otherwise
provided by the articles of incorporation, one or more shareholders may
participate in a meeting of the shareholders by, or the meeting may be
conducted through the use of, any means of communication equipment by which all
persons participating in the meeting can hear each other at the same time.
Such participation shall constitute presence in person at the meeting.

ARTICLE III

Board of Directors

Section 3.01 General Powers. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of, the board of directors,
except as otherwise provided by law, the articles of incorporation or these
bylaws.

Section 3.02 Number, Tenure and Qualifications. The number of
directors of the corporation shall be as fixed from time to time by resolution
of the board of directors or shareholders. Except as provided in Sections 2.01
and 3.05, directors shall be elected at each annual meeting of the
shareholders. Each director shall hold office until the next annual meeting of
the shareholders and thereafter until his successor shall have been elected and
qualified, or until his earlier death, resignation or removal. Directors must
be natural persons at least 18 years old but need not be residents of Wyoming
or shareholders of the corporation.

Section 3.03 Resignation. Any director may resign at any time
by giving written notice to the corporation. A director's resignation

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is effective when it is received by the corporation unless the notice specifies
a later effective date, and the acceptance of such resignation shall not be
necessary to make it effective.

Section 3.04 Removal. At a meeting called expressly for that
purpose, the entire board of directors or any lesser number may be removed,
with or without cause, only if the number of votes cast in favor of removal
exceeds the number of votes cast against removal by those shares then entitled
to vote at an election of directors; except that if the holders of shares of
any class of stock are entitled to elect one or more directors by the
provisions of the articles of incorporation, the provisions of this Section
3.04 shall apply, with respect to the removal of a director or directors so
elected by such class, to the vote of the holders of the outstanding shares of
that class and not to the vote of the outstanding shares as a whole. Any
reduction in the authorized number of directors shall not have the effect of
shortening the term of any incumbent director unless such director is also
removed from office in accordance with this Section 3.04.

Section 3.05 Vacancies. Unless otherwise required in the
articles of incorporation, any vacancy occurring in the board of directors,
including vacancies due to an increase in the number of directors, may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum, or by the affirmative vote of two directors if there are
only two directors remaining, or by a sole remaining director, or by the
shareholders if there are no directors remaining. The term of a director
elected by the directors in office to fill a vacancy expires at the next annual
shareholders' meeting at which directors are elected. The term of a director
elected by the shareholders to fill a vacancy shall be the unexpired term of
his or her predecessor in office; except that, if the director's predecessor
had been elected by the directors in office to fill a vacancy, the term of a
director elected by the shareholders shall be the unexpired term of the last
predecessor elected by the shareholders. If the vacant office was held by a
director elected by a voting group of shareholders: (a) if one or more of the
remaining directors were elected by the same voting group, only such directors
are entitled to vote to fill the vacancy if it is filled by directors, and they
may do so by the affirmative vote of a majority of such directors remaining in
office; and (b) only the holders of shares of that voting group are entitled to
vote to fill the vacancy if it is filled by the shareholders.

Section 3.06 Regular Meetings. A regular meeting of the board
of directors shall be held immediately after and at the same place as the
annual meeting of the shareholders, or as soon thereafter as conveniently may
be, at the time and place, either within or outside Wyoming, determined by the
board, for the purpose of electing officers and for the transaction of such
other business as may come before the meeting. Failure to hold such meeting,
however, shall not invalidate any action taken by any officer then or
thereafter in office. The board of directors may provide, by resolution, the
time and place, either within or outside Wyoming, for the holding of additional
regular meetings without other notice than such resolution.

Section 3.07 Special Meetings. Special meetings of the board of
directors may be called by or at the request of the president or any director.
The person or persons authorized to call special meetings of the board of
directors may fix any convenient place, either within or outside Wyoming, as
the place for holding any special meeting of the board called by them.

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Section 3.08 Meetings by Telephone. Unless otherwise provided
by the articles of incorporation, one or more members of the board of directors
may participate in a meeting of the board by, or the meeting may be conducted
through the use of, any communications equipment by which all persons
participating in the meeting can hear each other at the same time. Such
participation shall constitute presence in person at the meeting.

Section 3.09 Notice of Meetings. Notice of each meeting of the
board of directors (except those regular meetings for which notice is not
required) stating the place, day and hour of the meeting shall be given to each
director at least two days prior thereto by the mailing of written notice by
first class, certified or registered mail, or at least two days prior thereto
by personal delivery (including delivery by private courier to the director or
delivered to the last address of the director furnished by him to the
corporation for such purpose) of written notice or by telephone, telegraph,
teletype, electronically transmitted facsimile or other form of wire or
wireless communication, except that, in the case of a meeting to be held
pursuant to Section 3.08, notice may be given by telephone one day prior
thereto. The method of notice need not be the same to each director. Notice
shall be deemed to be given at the earliest of (a) the date received, but, if
the director is no longer at the address of record, then the date delivery was
attempted; (b) five days after mailing; or (c) the date shown on the return
receipt, if mailed by registered or certified mail, return receipt requested,
and the receipt is signed by or on behalf of the addressee. Neither the
business to be transacted at nor the purpose of any meeting of the board of
directors need be specified in the notice of such meeting unless otherwise
required by statute.

Section 3.10 Waiver of Notice. Whenever notice is required by
law, the articles of incorporation or these bylaws to be given to the
directors, a waiver thereof in writing signed by the director entitled to such
notice, whether before, at or after the time stated therein, shall be
equivalent to the giving of such notice. Such waiver shall be delivered to the
corporation for filing with the corporate records, but such delivery and filing
shall not be conditions of the effectiveness of the waiver. A director's
attendance at, or participation in a meeting, waives any required notice to him
or her of the meeting unless: (a) at the beginning of the meeting, or promptly
upon his or her later arrival, the director objects to holding the meeting or
transacting business at the meeting because of lack of notice or defective
notice and does not thereafter vote for or assent to action taken at the
meeting; or (b) if special notice was required of a particular purpose, the
director objects to transacting business with respect to the purpose for which
such special notice was required and does not thereafter vote for or assent to
action taken at the meeting with respect to such purpose. Neither the business
to be transacted at nor the purpose of any meeting of the board of directors
need be specified in the waiver of notice of such meeting unless otherwise
required by statute.

Section 3.11 Presumption of Assent. A director of the
corporation who is present at a meeting of the board of directors at which
action on any corporate matter is taken shall be presumed to have assented to
the action taken unless the director: (a) objects at the beginning of the
meeting, or promptly upon his or her arrival, to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to any action taken at the meeting; (b) contemporaneously requests that his
dissent or abstention as to any specific action taken be entered in the

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minutes of such meeting; or (c) causes written notice of his dissent or
abstention as to any specific action to be received by the presiding officer of
such meeting before its adjournment or by the corporation immediately after
adjournment of such meeting. The right of dissent or abstention as to a
specific action taken at a meeting of the board is not available to a director
who votes in favor of such action.

Section 3.12 Quorum and Voting Rights. Except as otherwise may
be required by law, the articles of incorporation or these bylaws, a majority
of the number of directors fixed in accordance with these bylaws, present in
person, shall constitute a quorum for the transaction of business at any
meeting of the board of directors, and the vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors. If less than such majority is present at a meeting, a majority
of the directors present may adjourn the meeting from time to time without
further notice other than an announcement at the meeting, until a quorum shall
be present. No director may vote or act by proxy or power of attorney at any
meeting of directors.

Section 3.13 Action Without a Meeting. Any action required or
permitted to be taken at a meeting of the directors may be taken without a
meeting and without prior notice if a consent in writing, setting forth the
action so taken, shall be signed by all of the directors. Such consent (which
may be signed in counterparts) shall have the same force and effect as a
unanimous vote of the directors and may be stated as such in any document.
Unless the consent specifies a different effective date, action taken without a
meeting pursuant to a consent in writing as provided herein is effective when
all directors have signed the consent; however, the consent shall not be
effective if, before all of the directors have signed the consent, any director
has revoked his or her consent by a writing signed by the director and received
by the secretary or any other person authorized by the bylaws or the board of
directors to receive such a revocation. All consents signed pursuant to this
Section 3.13 shall be delivered to the secretary of the corporation for
inclusion in the minutes or for filing with the corporate records.

Section 3.14 Executive and Other Committees. The board of
directors, by resolution adopted by a majority of the directors in office when
the action is taken, may designate from among its members an executive
committee and one or more other committees, each of which, to the extent
provided in the resolution establishing such committee, shall have and may
exercise all of the authority of the board of directors in the management of
the business and affairs of the corporation, except that no such committee
shall have the power or authority to (a) authorize distributions, (b) approve
or propose to the shareholders actions or proposals required by law to be
approved by the shareholders, (c) fill vacancies on the board of directors or
any committee thereof, including any committee authorized by this Section 3.14,
(d) adopt, amend or repeal the bylaws, (e) approve a plan of merger not
requiring shareholder approval, (f) amend articles of incorporation to the
extent permitted by law to be amended by the full board of directors, (g)
authorize or approve reacquisition of shares of the corporation, except
according to a formula or method prescribed by the board of directors, or (h)
authorize or approve the issuance or sale of shares, or any contract for the
sale of shares, or determine the designation and relative rights, preferences
and limitations of a class or series of shares; except that the board of
directors may authorize a committee or an officer to do so within limits
specifically

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prescribed by the board of directors. The delegation of authority to any
committee shall not operate to relieve the board of directors or any member of
the board from any responsibility imposed by law. Subject to the foregoing,
the board of directors may provide such powers, limitations and procedures for
such committees as the board deems advisable; except that each committee shall
be governed by the procedures set forth in Sections 3.06 (except as they relate
to an annual meeting) and 3.07 through 3.13 as if the committee were the board
of directors. Each committee shall keep regular minutes of its meetings, which
shall be reported to the board of directors when required and submitted to the
corporation for inclusion in the corporate records.

Section 3.15 Compensation. By resolution of the board of
directors, notwithstanding the provisions of Section 2.10, a director may be
paid his expenses, if any, of attendance at each meeting of the board of
directors and each meeting of any committee of the board of which he is a
member and may be paid a fixed sum for attendance at each such meeting or a
stated salary, or both a fixed sum and a stated salary. Subject to Section
2.10, no such payment shall preclude any director from serving the corporation
in any other capacity and receiving compensation therefor.

ARTICLE IV

Officers

Section 4.01 Number and Qualifications. the officers of the
corporation shall consist of a president, a secretary, a treasurer and such
other officers, including a chairman of the board, one or more vice-presidents
and a controller, as may from time to time be appointed by the board. In
addition, the board of directors or the president may appoint such assistant
and other subordinate officers, including assistant vice-presidents, assistant
secretaries and assistant treasurers, as it or he shall deem necessary or
appropriate. Any number of offices may be held by the same person. An officer
shall be a natural person who is at least 18 years old.

Section 4.02 Appointment and Term of Office. Except as provided
in Sections 4.01 and 4.06, the officers of the corporation shall be appointed
by the board of directors annually at the first meeting of the board held after
each annual meeting of the shareholders as provided in Section 3.06. If the
appointment of officers shall not be held as provided herein, such appointment
shall be held as soon thereafter as conveniently may be. Each officer shall
hold office until his successor shall have been duly appointed and shall have
qualified, or until the expiration of his term in office if appointed for a
specified period of time, or until his earlier death, resignation or removal.

Section 4.03 Compensation. Officers shall receive such
compensation for their services as may be authorized or ratified by the board
of directors and no officer shall be prevented from receiving compensation by
reason of the fact that he is also a director of the corporation. Appointment
as an officer shall not of itself create a contract or other right to
compensation for services performed as such officer.

Section 4.04 Resignation. Any officer may resign at any time,
subject to any rights or obligations under any existing contracts between

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the officer and the corporation, by giving written notice of resignation to the
corporation. A resignation of an officer is effective when the notice is
received by the corporation unless the notice specifies a later effective date.
If a resignation is made effective at a later date, the board of directors may
permit the officer to remain in office until the effective date and may fill
the pending vacancy before the effective date if the board of directors
provides that the successor does not take office until the effective date, or
the board of directors may remove the officer at any time before the effective
date and may fill the resulting vacancy. An officer's resignation shall take
effect at the time specified in such notice and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective. An officer's resignation does not affect the corporation's contract
rights, if any, with the officer.

Section 4.05 Removal. Any officer may be removed with or
without cause at any time by the board of directors or, in the case of
assistant and other subordinate officers, by the board of directors or the
president (whether or not such officer was appointed by the president) whenever
in its or his judgment, as the case may be, the best interests of the
corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. The appointment of
an officer shall not in itself create contract rights.

Section 4.06 Vacancies. A vacancy in any office, however
occurring, may be filled by the board of directors or, if such office may be
filled by the president as provided in Section 4.01, by the president, for the
unexpired portion of the term.

Section 4.07 Authority and Duties. The officers of the
corporation shall have the authority and shall exercise the powers and perform
the duties specified below and as may be additionally specified by the
president, the board of directors or these bylaws (and, in all cases where the
duties of any officer are not prescribed by the bylaws or by the board of
directors, such officer shall follow the orders and instructions of the
president), except that in any event each officer shall exercise such powers
and perform such duties as may be required by law:

(a) President. The president shall, subject to the
direction and supervision of the board of directors, (i) be the chief executive
officer of the corporation and have general and active control of its affairs
and business and general supervision of its officers, agents and employees;
(ii) unless there is a chairman of the board, preside at all meetings of the
shareholders and the board of directors; (iii) see that all orders and
resolutions of the board of directors are carried into effect; and (iv) perform
all other duties incident to the office of president and as from time to time
may be assigned to him by the board of directors.

(b) Vice-Presidents. The vice-president, if any (or,
if there is more than one, then each vice-president), shall assist the
president and shall perform such duties as may be assigned to him by the
president or by the board of directors. The vice-president, if there is one
(or, if there is more than one, then the vice-president designated by the board
of directors, or, if there be no such designation, then the vice-presidents in
order of their election), shall, at the request of the president or, in his
absence or inability or refusal to act, perform the duties of the president and
when so acting

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shall have all the powers of and be subject to all the restrictions upon the
president. Assistant vice-presidents, if any, shall have such powers and
perform such duties as may be assigned to them by the president or by the board
of directors.

(c) Secretary. The secretary shall: (i) prepare and
maintain the minutes of the proceedings of the shareholders, the board of
directors and any committees of the board; (ii) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law;
(iii) be custodian of the corporate records and of the seal of the corporation;
(iv) keep at the corporation's registered office or principal place of business
within or outside Wyoming a record containing the names and addresses of all
shareholders and the number and class of shares held by each, unless such a
record shall be kept at the office of the corporation's transfer agent or
registrar; (v) have general charge of the stock books of the corporation,
unless the corporation has a transfer agent; (vi) authenticate records of the
corporation; and (vii) in general, perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to him by
the president or by the board of directors. Assistant secretaries, if any,
shall have the same duties and powers, subject to supervision by the secretary.

(d) Treasurer. The treasurer shall: (i) be the
principal financial officer of the corporation and have the care and custody of
all its funds, securities, evidences of indebtedness and other personal
property and deposit the same in accordance with the instructions of the board
of directors; (ii) receive and give receipts and acquittances for moneys paid
in on account of the corporation, and pay out of the funds on hand all bills,
payrolls and other just debts of the corporation of whatever nature upon
maturity; (iii) unless there is a controller, be the principal accounting
officer of the corporation and as such prescribe and maintain the methods and
systems of accounting to be followed, keep complete books and records of
account, prepare and file all local, state and federal tax returns, prescribe
and maintain an adequate system of internal audit and prepare and furnish to
the president and the board of directors statements of account showing the
financial position of the corporation and the results of its operations; (iv)
upon request of the board, make such reports to it as may be required at any
time; and (v) perform all other duties incident to the office of treasurer and
such other duties as from time to time may be assigned to him by the board of
directors or the president. Assistant treasurers, if any, shall have the same
powers and duties, subject to the supervision by the treasurer.

Section 4.08 Surety Bonds. The board of directors may require
any officer or agent of the corporation to execute to the corporation a bond in
such sums and with such sureties as shall be satisfactory to the board,
conditioned upon the faithful performance of his duties and for the restoration
to the corporation of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.

ARTICLE V

Stock

Section 5.01 Issuance of Shares. The issuance or sale by the
corporation of any shares of its authorized capital stock of any class

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shall be made only upon authorization by the board of directors, except as
otherwise may be provided by law. No shares shall be issued until full
consideration has been received therefor. Every issuance of shares shall be
recorded on the books maintained for such purpose by or on behalf of the
corporation.

Section 5.02 Stock Certificates; Uncertificated Shares. The
shares of stock of the corporation shall be represented by certificates, except
that the board of directors may authorize the issuance of any class or series
of stock of the corporation without certificates as provided by law. If shares
are represented by certificates, such certificates shall be signed either
manually or in facsimile in the name of the corporation by one or more officers
designated in the bylaws or by the board of directors and sealed with the seal
of the corporation or with a facsimile thereof. If the issuing corporation is
authorized to issue different classes of shares or different series within a
class, the share certificate shall contain a summary, on the front or the back,
of the designations, preferences, limitations and relative rights applicable to
each class, the variations in preferences, limitations and rights determined
for each series, and the authority of the board of directors to determine
variations for future classes or series. Alternatively, each certificate may
state conspicuously on its front or back that the corporation will furnish to
the shareholder this information on request in writing and without charge. If
the person who signed, either manually or in facsimile, a share certificate no
longer holds office when the certificate is issued, the certificate is
nevertheless valid. Certificates of stock shall be in such form consistent
with law as shall be prescribed by the board of directors.

Section 5.03 Consideration for Shares. Shares shall be issued
for such consideration expressed in dollars as shall be fixed from time to time
by the board of directors. Such consideration shall consist of any tangible or
intangible property or benefit to the corporation, including cash, promissory
notes, services performed and other securities of the corporation; however, the
promissory note of a subscriber or an affiliate of the subscriber for shares
shall not constitute consideration for the shares unless the note is negotiable
and is secured by collateral, other than the shares, having a fair market value
at least equal to the principal amount of the note. For the purposes of this
Section, "promissory note" means a negotiable instrument on which there is an
obligation to pay independent of collateral and does not include a nonrecourse
note.

Section 5.04 Lost Certificates. In case of the alleged loss,
destruction or mutilation of a certificate of stock, the board of directors may
direct the issuance of a new certificate in lieu thereof upon such terms and
conditions in conformity with law as it may prescribe. The board of directors
may in its discretion require a bond in such form and amount and with such
surety as it may determine before issuing a new certificate.

Section 5.05 Transfer of Shares. Upon presentation and
surrender to the corporation or to the corporation's transfer agent of a
certificate of stock duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, payment of all transfer taxes,
if any, and the satisfaction of any other requirements of law, including
inquiry into and discharge of any adverse claims of which the corporation has
notice, the corporation or the transfer agent shall issue a new certificate to
the person entitled thereto, cancel the old certificate and record the transfer
on the books

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maintained for such purpose by or on behalf of the corporation. No transfer of
shares shall be effective until it has been entered on such books. The
corporation or the corporation's transfer agent may require a signature
guaranty or other reasonable evidence that any signature is genuine and
effective before making any transfer. Transfers of uncertificated shares shall
be made in accordance with applicable provisions of law.

Section 5.06 Holders of Record. The corporation shall be
entitled to treat the holder of record of any share of stock as the holder in
fact thereof, and accordingly shall not be bound to recognize any equitable or
other claim to or interest in such share on the part of any other person
whether or not it shall have express or other notice thereof, except as may be
required by the laws of Wyoming.

Section 5.07 Shares Held for Account of Another. The board of
directors, in the manner provided by the Act, may adopt a procedure whereby a
shareholder of the corporation may certify in writing to the corporation that
all or a portion of the shares registered in the name of such shareholder are
held for the account of a specified person or persons. Upon receipt by the
corporation of a certification complying with such procedure, the persons
specified in the certification shall be deemed, for the purpose or purposes set
forth therein, to be the holders of record of the number of shares specified in
place of the shareholder making the certification.

Section 5.08 Transfer Agents, Registrars and Paying Agents. The
board of directors may at its discretion appoint one or more transfer agents,
registrars or agents for making payment upon any class of stock, bond,
debenture or other security of the corporation. Such agents and registrars may
be located either within or outside Wyoming. They shall have such rights and
duties and shall be entitled to such compensation as may be agreed.

ARTICLE VI

Indemnification

Section 6.01 Definitions. For purposes of this Article, the
following terms shall have the meanings set forth below:

(a) "Corporation" includes any domestic or foreign
entity that is a predecessor of the Corporation by reason of a merger or other
transaction in which the predecessor's existence ceased upon consummation of
the transaction.

(b) "Director" means an individual who is or was a
director of the Corporation or an individual who, while a director of the
Corporation, is or was serving at the Corporation's request as a director,
officer, partner, trustee, employee, fiduciary or agent of another domestic or
foreign corporation or other person or of an employee benefit plan. A director
is considered to be serving an employee benefit plan at the Corporation's
request if his or her duties to the Corporation also impose duties on, or
otherwise involve services by, the director to the plan or to participants in
or

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beneficiaries of the plan. "Director" includes, unless the context requires
otherwise, the estate or personal representative of a director.

(d) "Liability" means the obligation incurred with
respect to a proceeding to pay a judgment, settlement, penalty, fine, including
an excise tax assessed with respect to an employee benefit plan, or reasonable
Expenses.

(e) "Official Capacity" means, when used with respect
to a Director, the office of Director in the Corporation and, when used with
respect to a person other than a Director as contemplated in section 7-109-107
of the Act (an officer, employee, fiduciary and agent), the office in the
Corporation held by the officer or the employment, fiduciary or agency
relationship undertaken by the employee, fiduciary or agent on behalf of the
Corporation. "Official Capacity" does not include service for any other
domestic or foreign corporation or other person or employee benefit plan.

(f) "Party" includes a person who was, is or is
threatened to be made a named defendant or respondent in a proceeding.

(g) "Proceeding" means any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative and whether formal or informal.

Section 6.02 Right to Indemnification. Subject to Section 6.04,
the Corporation shall indemnify any person made a Party because the person is
or was a Director to a Proceeding against Liability incurred in, relating to,
or as a result of, the Proceeding to the fullest extent permitted by law,
including without limitation in circumstances in which, in the absence of this
Section 6.02, indemnification would be discretionary under the Act if: (a) the
person conducted himself or herself in good faith; (b) the person reasonably
believed: (I) in the case of conduct in an Official Capacity with the
Corporation, that his or her conduct was in the Corporation's best interests;
and (II) in all other cases, that his or her conduct was at least not opposed
to the Corporation's best interests; and (c) in the case of any criminal
Proceeding, the person had no reasonable cause to believe his or her conduct
was unlawful. A Director's conduct with respect to an employee benefit plan
for a purpose the Director reasonably believed to be in the interests of the
participants in or beneficiaries of the plan is conduct that satisfies the
requirement of (b)(II) above. A Director's conduct with respect to an employee
benefit plan for a purpose that the Director did not reasonably believe to be
in the interests of the participants in or beneficiaries of the plan shall be
deemed not to satisfy the requirements of (a) above. The termination of a
Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent is not, of itself, determinative that the Director
did not meet the standard of conduct described in this section. However, the
Corporation may not indemnify a Director under this section: (a) in connection
with a Proceeding by or in the right of the Corporation in which the Director
was adjudged liable to the Corporation; or (b) in connection with any other
Proceeding charging that the Director derived an improper personal benefit,
whether or not involving action, in an Official Capacity, in which Proceeding
the Director was adjudged liable on the basis that he or she derived an
improper personal benefit. Indemnification

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permitted under this section in connection with a Proceeding by or in the right
of the Corporation is limited to reasonable Expenses incurred in connection
with the Proceeding.

In addition to the foregoing, the Corporation shall indemnify a
person who was wholly successful, on the merits or otherwise, in the defense of
any Proceeding to which the person was a Party because the person is or was a
Director, against reasonable Expenses incurred by him or her in connection with
the Proceeding.

Section 6.03 Advancement of Expenses. The Corporation may pay
for or reimburse the reasonable Expenses incurred by a Director who is a Party
to a Proceeding in advance of final disposition of the Proceeding if: (a) the
Director furnishes to the Corporation a written affirmation of the Director's
good faith belief that he or she has met the standard of conduct described in
section 6.02; (b) the Director furnishes to the Corporation a written
undertaking, executed personally or on the Director's behalf, to repay the
advance if it is ultimately determined that he or she did not meet the standard
of conduct; and (c) a determination is made that the facts then known to those
making the determination would not preclude indemnification under this article.
The undertaking required by (b) of this section shall be an unlimited general
obligation of the Director but need not be secured and may be accepted without
reference to financial ability to make repayment.

Section 6.04 Burden of Proof. The Corporation may not indemnify
a Director under Section 6.02 unless authorized in the specific case after a
determination has been made that indemnification of the Director is permissible
in the circumstances because the Director has met the standard of conduct set
forth in Section 6.02. The Corporation shall not advance Expenses to a
Director under Section 6.03 unless authorized in the specific case after the
written affirmation and undertaking are received and the determination required
by Section 6.03 has been made. The determinations required by this section
shall be made: (a) by the board of directors by a majority vote of those
present at a meeting at which a quorum is present, and only those Directors not
parties to the Proceeding shall be counted in satisfying the quorum; or (b) if
a quorum cannot be obtained, by a majority vote of a committee of the board of
directors designated by the board of directors, which committee shall consist
of two or more Directors not parties to the Proceeding; except that Directors
who are parties to the Proceeding may participate in the designation of
Directors for the committee. If a quorum cannot be obtained as contemplated in
(a) above, and a committee cannot be established under (b) above, or, even if a
quorum is obtained or a committee is designated, if a majority of the Directors
constituting such quorum or such committee so directs, the determination
required to be made by this section shall be made: by independent legal counsel
selected by a vote of the board of directors or the committee or, if a quorum
of the full board cannot be obtained and a committee cannot be established, by
independent legal counsel selected by a majority vote of the full board of
directors; or by the shareholders. Authorization or indemnification and
advance of Expenses shall be made in the same manner as the determination that
indemnification or advance of Expenses is permissible; except that, if the
determination that indemnification or advance of Expenses is permissible is
made by independent legal counsel, authorization of indemnification and advance
of Expenses shall be made by the body that selected such counsel.

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Section 6.05 Notification and Defense of Claim. Promptly after
receipt by a Party of notice of the commencement of any Proceeding, the Party
shall, if a claim in respect thereof is to be made against the Corporation
under this Article, notify the Corporation in writing of the commencement
thereof; provided, however, that delay in so notifying the Corporation shall
not constitute a waiver or release by the Party of any rights under this
Article. With respect to any such Proceeding: (a) the Corporation shall be
entitled to participate therein at its own expense; (b) any counsel
representing the Party to be indemnified in connection with the defense or
settlement thereof shall be counsel mutually agreeable to the Party and to the
Corporation; and (c) the Corporation shall have the right, at its option, to
assume and control the defense or settlement thereof, with counsel satisfactory
to the Party. If the Corporation assumes the defense of the Proceeding, the
Party shall have the right to employ its own counsel, but the fees and Expenses
of such counsel incurred after notice form the Corporation of its assumption of
the defense of such Proceeding shall be at the expense of the Party unless (i)
the employment of such counsel has been specifically authorized by the
Corporation, (ii) the Party shall have reasonably concluded that there may be a
conflict of interest between the Corporation and the Party in the conduct of
the defense of such Proceeding, or (iii) the Corporation shall not in fact have
employed counsel to assume the defense of such Proceeding. Notwithstanding the
foregoing, if an insurance carrier has supplied directors' and officers'
liability insurance covering a Proceeding and is entitled to retain counsel for
the defense of such Proceeding, then the insurance carrier shall retain counsel
to conduct the defense of such Proceeding unless the Party and the Corporation
concur in writing that the insurance carrier's doing so is undesirable. The
Corporation shall not be liable under this Article for any amounts paid in
settlement of any Proceeding effected without its written consent. The
Corporation shall not settle any Proceeding in any manner that would impose any
penalty or limitation on a Party without the Party's written consent. Consent
to a proposed settlement of any Proceeding shall not be unreasonably withheld
by either the Corporation or the Party.

Section 6.06 Notice to Shareholders of Indemnification of
Director. If the Corporation indemnifies or advances Expenses to a Director
under this Article in connection with a Proceeding by or in the right of the
Corporation, the Corporation shall give written notice of the indemnification
or advance to the shareholders with or before the notice of the next
shareholders' meeting. If the next shareholder action is taken without a
meeting at the instigation of the board of directors, such notice shall be
given to the shareholders at or before the time the first shareholder signs a
writing consenting to such action.

Section 6.07 Enforcement. The right to indemnification and
advancement of Expenses granted by this Article shall be enforceable in any
court of competent jurisdiction if the Corporation denies the claim, in whole
or in part, or if no disposition of such claim is made within 90 days after the
written request for indemnification or advancement of Expenses is received. If
successful in whole or in part in such suit, the Party's Expenses incurred in
bringing and prosecuting such claim shall also be paid by the Corporation.
Whether or not the Party has met any applicable standard of conduct, been
adjudged liable to the Corporation or derived improper personal benefit, the
court in such suit may order indemnification or the advancement of Expenses as
the court deems proper (subject to any express limitation of the Act).
Further, the Corporation shall indemnify a Party from and against any and all
Expenses and, if requested by the Party, shall

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(within 10 business days of such request) advance such Expenses to the Party
which are incurred by the Party in connection with any claim asserted against
or suit brought by the Party for recovery under any directors' and officers'
liability insurance policies maintained by the Corporation, regardless of
whether the Party is unsuccessful in whole or in part in such claim or suit.

Section 6.08 Proceedings by a Party. The Corporation shall
indemnify, advance or reimburse Expenses incurred by a Director in connection
with an appearance as a witness in a Proceeding at a time when he or she has
not been made a named defendant or respondent in the Proceeding.

Section 6.09 Subrogation. In the event of any payment under
this Article, the Corporation shall be subrogated to the extent of such payment
to all of the rights of recovery of the indemnified Party, who shall execute
all papers and do everything that may be necessary to assure such rights of
subrogation to the Corporation.

Section 6.10 Other Payments. The Corporation shall not be
liable under this Article to make any payment in connection with any Proceeding
against or involving a Party to the extent the Party has otherwise actually
received payment (under any insurance policy, agreement or otherwise) of the
amounts otherwise indemnifiable hereunder. A Party shall repay to the
Corporation the amount of any payment the Corporation makes to the Party under
this Article in connection with any Proceeding against or involving the Party,
to the extent the Party has otherwise actually received payment (under any
insurance policy, agreement or otherwise) of such amount.

Section 6.11 Insurance. The Corporation may purchase and
maintain insurance on behalf of a person who is or was a Director, officer,
employee, fiduciary or agent of the Corporation, or who, while a Director,
officer, employee, fiduciary or agent of the Corporation, is or was serving at
the request of the Corporation as a Director, officer, partner, trustee,
employee, fiduciary or agent of another domestic or foreign corporation or
other person or of an employee benefit plan, against liability asserted against
or incurred by the person in that capacity or arising from his or her status as
a Director, officer, employee, fiduciary or agent, whether or not the
Corporation would have power to indemnify the person against the same liability
under Section 6.02 and 6.12. Any such insurance may be procured from any
insurance company designated by the board of directors, whether such insurance
company is formed under the laws of Wyoming or any other jurisdiction of the
United States or elsewhere, including any insurance company in which the
Corporation has an equity or any other interest through stock ownership or
otherwise.

Section 6.12 Indemnification of Officers, Employees, Fiduciaries
and Agents. An officer is entitled to mandatory indemnification and to apply
for court-ordered indemnification under the Act, in each case to the same
extent as a Director. The Corporation shall indemnify and advance expenses to
an officer, employee, fiduciary or agent of the Corporation to the same extent
as to a Director. In addition, the Corporation may also indemnify and advance
expenses to an officer, employee, fiduciary or agent who is not a Director to a
greater extent than provided to a Director, if not inconsistent

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<PAGE> 140
with public policy, and if provided for by general or specific action of its
board of directors or shareholders, or contract.

Section 6.13 Other Rights and Remedies. The rights to
indemnification and advancement of Expenses provided in this Article shall be
in addition to any other rights to which a Party may have or hereafter acquire
under any law, provision of the articles of incorporation, any other or further
provision of these bylaws, vote of the shareholders or Directors, agreement or
otherwise. The Corporation shall have the right, but shall not be obligated,
to indemnify or advance Expenses to any agent of the Corporation not otherwise
covered by this Article in accordance with and to the fullest extent permitted
by the Act.

Section 6.14 Applicability; Effect. The rights to
indemnification and advancement of Expenses provided in this Article shall be
applicable to acts or omissions that occurred prior to the adoption of this
Article, shall continue as to any Party during the period such Party serves in
any one or more of the capacities covered by this Article, shall continue
thereafter so long as the Party may be subject to any possible Proceeding by
reason of the fact that he served in any one or more of the capacities covered
by this Article, and shall inure to the benefit of the estate an personal
representatives of each such person. Any repeal or modification of this
Article or of any section or provision hereof shall not affect any rights or
obligations then existing. All rights to indemnification under this Article
shall be deemed to be provided by a contract between the Corporation and each
Party covered hereby.

Section 6.15 Severability. If any provision of this Article
shall be held to be invalid, illegal or unenforceable for any reason whatsoever
(a) the validity, legality and enforceability of the remaining provisions of
this Article (including without limitation, all portions of any sections of
this Article containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby, and (b) to the fullest extent
possible, the provisions of this Article (including, without limitation, all
portions of any section of this Article containing any such provision held to
be invalid, illegal or unenforceable, that are not themselves invalid, illegal
or unenforceable) shall be construed so as to give effect to the intent of this
Article that each Party covered hereby is entitled to the fullest protection
permitted by law.

ARTICLE VII

Miscellaneous

Section 7.01 Voting of Securities by the Corporation. Unless
otherwise provided by resolution of the board of directors, on behalf of the
corporation the president or any vice-president shall attend in person or by
substitute appointed by him, or shall execute written instruments appointing a
proxy or proxies to represent the corporation at, all meetings of the
shareholders of any other corporation, association or other entity in which the
corporation holds any stock or other securities, and may execute written
waivers of notice with respect to any such meetings. At all such meetings and
otherwise, the president or any vice-president, in person or by substitute or
proxy as

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<PAGE> 141
aforesaid, may vote the stock or other securities so held by the corporation
and may execute written consents and any other instruments with respect to such
stock or securities and may exercise any and all rights and powers incident to
the ownership of said stock or securities, subject, however, to the
instructions, if any, of the board of directors.

Section 7.02 Seal. The corporate seal of the corporation shall
be in such form as adopted by the board of directors, and any officer of the
corporation may, when and as required, affix or impress the seal, or a
facsimile thereof, to or on any instrument or document of the corporation.

Section 7.03 Fiscal Year. The fiscal year of the corporation
shall be as established by the board of directors.

Section 7.04 Amendments. The directors may amend or repeal
these bylaws unless the articles of incorporation or law reserve such power
exclusively to the shareholders in whole or in part.

(END)

-22-

<PAGE> 1

EXHIBIT 10.29

ACQUISITION AGREEMENT

amongst

ROLAND WESSEL AND OTHERS

and

DAILEY INTERNATIONAL INC.

--------------------------------

Re: acquisition of the entire share capital of
Integrated Drilling Services Limited

DUNDAS & WILSON CS
Solicitors
Saltire Court
20 Castle Terrace
EDINBURGH EH1 2EN
(Ref: DJC/CMF/D0638.012)

<PAGE> 2

INDEX

CLAUSE HEADING PAGE

1. Definitions and Interpretation
2. Sale and Purchase
3. Conditions Precedent to Completion
4. Consideration and Satisfaction of Consideration
5. Net Asset Value
6. Consideration Shares
7. Retention Deposits
8. Receipts and Interest
9. Completion
10. Representations, Warranties and Undertakings
11. Warrantors Protection Provisions
12. Tax Undertaking
13. Restrictive Covenants
14. Confidentiality
15. Declaration of Trust
16. Entire Agreement
17. Continuance of Agreement
18. Delay/Failure to proceed by Purchaser
19. Announcements etc.
20. RTPA
21. Assignation
22. Costs and Expenses
23. Notices
24. SEC Documents and Representations by Purchaser
25. Governing Law

SCHEDULE

Part 1 - The Vendors
Part 2 - The Company
Part 3 - The Properties
Part 4 - The Subsisting Securities
Part 5 - The Warranties
Part 6 - The Tax Undertaking

<PAGE> 3

ACQUISITION AGREEMENT

amongst

(1) THE SEVERAL PERSONS, whose names and addresses are set out in
Column 1 of Part 1 of the Schedule (hereinafter collectively called
"the Vendors" and severally a "Vendor"); and

(2) DAILEY INTERNATIONAL INC. a corporation under the laws of the State of
Delaware having its principal place of business at 1 Lawrence Center
2507 North Frazier, Conroe, Texas 77303 (hereinafter called "the
Purchaser")

WHEREAS:-

(A) Integrated Drilling Services Limited (hereinafter called "the Company")
is incorporated in Scotland (No. SC135886) as a private company limited
by shares.

(B) The Vendors are the beneficial owners and registered holders of the
whole of the issued share capital of the Company in the numbers shown
opposite their respective names in Columns 2 and 3 of Part 1 of the
Schedule and will at Completion be the beneficial owners and registered
holders of the whole of the issued share capital of the Company in the
numbers shown opposite their respective names in Columns 2 and 4 of
Part 1 of the Schedule.

(C) The Purchaser wishes to purchase and the Vendors wish to sell the whole
of the issued share capital of the Company on the terms and subject to
the conditions hereinafter set forth.

NOW IT IS HEREBY AGREED as follows:-

1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, unless the context shall otherwise require, the
expressions following shall have the meanings hereinafter mentioned:-
3I means 3i Group plc, one of the Vendors;

<PAGE> 4
IN THE AGREED FORM means in the terms agreed between the parties and
for the purpose of identification signed by the Purchaser's Solicitors
and the Vendors' Solicitors or Warrantors' Solicitors, as the case
may be;

THE ACCOUNTS means the audited balance sheet of the Company as at the
Accounts Date and the audited profit and loss account of the Company
for the year ended on the Accounts Date and the directors' and
auditor's reports and other documents annexed thereto (a copy of the
said Accounts being annexed hereto signed for identification by the
Purchaser's Solicitors and the Vendors' Solicitors and marked Exhibit
"A");

THE ACCOUNTS DATE means 31st December 1996;

ASSOCIATE means:-
(a) (in relation to an individual):-
(i) any issue, spouse, sibling or parent; and

(ii) any company which is, or may be, directly or
indirectly controlled (within the meaning of
Section 840 T.A. 1988) by the individual or by
any of the foregoing, orby any two
or more of them;

(b) (in relation to a company) any subsidiary or holding company
of that company and any subsidiary of any holding company of
that company;

BANKERS DRAFT means a bankers draft drawn upon a United Kingdom bank
which is an authorised institution under the Banking Act 1987;

BUSINESS DAY means a day on which banks are open for business in
Scotland;

COMPLETION means completion on the Completion Date pursuant to
Clause 9;

THE COMPLETION ACCOUNTS means the profit and loss account of the
Company from the Accounts Date to the Completion Date together with the
Balance Sheet of the Company as at the Completion Date prepared in
accordance with Clause 5;

<PAGE> 5
COMPLETION DATE means 28 February 1998 or such earlier date as the
Purchaser may determine by giving the Vendors 5 Business Days prior
notice;

COMPUTER SOFTWARE means all computer software, including all source
code, object code and data bases, used by the Company;

THE CONSIDERATION SHARES means the Class A Common Stock, $0.01 US par
value of the Purchaser to be allotted to the Vendors credited as fully
paid pursuant to Clause 4.1.2;

THE DISCLOSURE DOCUMENTS means all deeds and documents annexed to the
Disclosure Letter or incorporated by reference therein and exhibited to
the Purchaser's Solicitors;

DISCLOSURE LETTER means the letter in the Agreed Form dated of even
date herewith or as may be amended hereafter, but before Completion, by
agreement between the Purchaser's Solicitors and the Warrantors'
Solicitors signed by the Warrantors' Solicitors on behalf of the
Warrantors and addressed to and accepted by the Purchaser's Solicitors,
as agents for the Purchaser, and the Disclosure Documents;

THE EMPLOYEES means all or any employees of the Company ;

ENVIRONMENTAL LAW means all laws, regulations and codes of practice in
the United Kingdom concerning the protection of human health or the
environment or the conditions of the work place or the generation,
transportation, storage, treatment or disposal of Hazardous Substances;

ENVIRONMENTAL LICENCE means any permit, licence, authorisation, consent
or other approval required by any Environmental Law;

ENVIRONMENTAL WARRANTIES means the Warranties set out in paragraph
(47) in Part 5 of the Schedule;

<PAGE> 6
ESTIMATED N.A.V. means (British Pound) 1,900,000;

F.A. OR F.(NO. 2) A. followed by a stated year, means the Finance Act
or the Finance (No. 2) Act of that year;

THE FIRST RETENTION means 200,000 Consideration Shares held in the
joint names of the Purchaser's Solicitors and the Warrantors'
Solicitors as nominees for the Warrantors and/or the Purchaser or, as
the case may require, the balance of such shares remaining for the time
being so held;

FIRST RETENTION SUM means an amount equal to the aggregate amount of
all Intimated Claims for the time being remaining undischarged or
unresolved;

HAZARDOUS SUBSTANCES means any natural or artificial substance (whether
in a solid or liquid form or in the form of a gas or vapour and whether
alone or in combination with any other substance) capable of causing
harm to man or any other living organism supported by the environment,
or damaging the environment or public health or welfare including, but
not limited to, any controlled, hazardous, toxic or dangerous waste;

INTELLECTUAL PROPERTY means (i) all patent rights and applications
therefor; (ii) all trade and service marks or names (whether or not
applied for or registered); (iii) trade secrets and related legal
rights in all Know-how; (iv) all copyrights (whether or not applied for
or registered), but excluding any copyrights in Computer Software; (v)
all design rights (whether or not applied for or registered); and (vi)
Computer Software;

INTIMATED CLAIM means any bona fide claim by the Purchaser for breach
of any of the Warranties or pursuant to the Tax Undertaking in respect
of which claim the Purchaser shall, prior to the due date for making
transfer to the Warrantors' Solicitors in accordance with Clause 7.2.2
have commenced court proceedings against the Warrantors or any of them
or in respect of which the Warrantors' Solicitors shall have, prior to
the said date, agreed in writing on behalf of the Warrantors that
(without prejudice to the rights and pleas of the Warrantors) the

<PAGE> 7
Purchaser has a valid claim plus, in each case, a provision for the
reasonable expenses of the Purchaser in respect of such claim;

KNOW-HOW means any concept, idea, formula, process, procedure,
invention, know-how, device or compilation of data or information (but
excluding Computer Software) which is (i) used by or known to the
Company which gives the Company an opportunity to obtain an advantage
over competition who do not know or do not use it, (ii) competitively
sensitive information not generally known to the public, (iii)
developed by or supplied to the Company, including, but not limited to,
documentation, reports, data, flow charts, engineering notebooks,
drawings, diagrams, specifications, bills of materials, prototypes,
models or other tangible manifestations of the foregoing, or (iv) any
modification, adaptation, revision, update, enhancement or derivative
work of the foregoing;

THE LEASE means the lease between G. & J. Investments (Aberdeen)
Limited and the Company of the Leasehold Property dated 4th
and 11th April 1994 and registered in the Books of Council and
Session on 5th May 1994;

THE LEASEHOLD PROPERTY means that property, brief particulars whereof
are set out in Part 3 of the Schedule;

N.A.V. means the excess of total assets over liabilities and
provisions for liabilities and charges as disclosed in the
Completion Accounts;

THE NON-CONTINUING DIRECTORS means Alan Ace, John Mullenger John Neal,
and Paul Petrey;

THE ORDINARY SHARES means the aggregate of the `A' Ordinary Shares and
the Ordinary Shares set opposite the names of the Vendors in Column 4
of Part 1 of the Schedule;

<PAGE> 8
THE PENSIONS ARRANGEMENTS means:

(1) the Integrated Drilling Services Limited Group Life
Assurance Scheme ("the Group Life Assurance Scheme");

(2) the Integrated Drilling Services Widows Pension Benefits
Scheme ("the Widows Pension Benefits Scheme"); and

(3) any personal pension scheme to which the Company contributes
or to which it might be obliged to contribute in respect of
the Employees under their contracts of employment or
otherwise;

THE PREFERENCE SHARES means the aggregate of the `A' Preference Shares
and the `B' Preference Shares set opposite the names of the Vendors in
Column 3 of Part 1 of the Schedule;

THE PROPERTIES means the Leasehold Property;

THE PURCHASER'S ACCOUNTANTS means Ernst & Young of 50 Huntly Street,
Aberdeen;

THE PURCHASER'S SOLICITORS means Messrs Dundas & Wilson, C.S. of
Saltire Court, 20 Castle Terrace, Edinburgh EH1 2EN;

THE REGISTRATION RIGHTS AGREEMENT means the agreement in the Agreed
Form (or substantially in the Agreed Form) executed on the Completion
Date between the Purchaser and the Vendors to whom the Consideration
Shares are allotted in terms hereof;

THE RESTRICTED BUSINESSES means manufacturing, distributing or
providing services of any nature including consultancy services in
relation to telemetry for geosteering, directional drilling services,
logging while drilling services or monitoring while drilling services
in the oil and/or gas geothermal drilling industries;

THE RESTRICTED TERRITORY means means Europe, North America and
South America;

<PAGE> 9
THE SALE SHARES means the aggregate of the Ordinary Shares and of the
Preference Shares set opposite the names of the Vendors in Columns 3
and 4 of Part 1 of the Schedule;

THE SCHEDULE means the schedule annexed and executed as relative
hereto;

THE SECOND RETENTION DEPOSIT means the sum of $350,000 US lodged on
interest bearing deposit in accordance with Clause 9.4.1.2 by the
Purchaser on the Completion Date in the joint names of the Purchaser's
Solicitors and the Vendors' Solicitors;

SENIOR EMPLOYEE means an employee of the Company entitled to basic
salary at a rate in excess of (British Pound) 35,000 per annum;

SSAP means any Statement of Standard Accounting Practice or other
Financial Reporting Standard in force at the date hereof as issued by
the Accounting Standards Board (or any predecessor thereof);

THE SUBSISTING SECURITIES means the securities constituted in terms
of the documents referred to in
Part 4 of the Schedule;

T.A. 1970 means the Income and Corporation Taxes Act 1970;

T.A. 1988 means the Income and Corporation Taxes Act 1988;

TAX has the meaning given in Part 6 of the Schedule;

TAX AUTHORITY has the meaning given in Part 6 of the Schedule;

THE TAX UNDERTAKING means the tax undertaking referred to in Clause 12;

THE TAX WARRANTIES means the Warranties set out in paragraphs (72) to
(139) inclusive in Part 5 of the Schedule;

<PAGE> 10
T.C.G.A. 1992 means the Taxation of Chargeable Gains Act 1992;

TOTAL INDEBTEDNESS means (without double counting):-
(a) money borrowed or raised and includes capitalised interest;

(b) any liability under any bond, note, debenture, loan stock,
other instrument or security excluding redeemable shares in
the capital of the Company;

(d) any liability for the acquisition cost of assets or services
payable on deferred payment terms where the period of
deferment is more than 120 days;

(e) any liability under debt purchase, factoring and similar
agreements and capital amounts owing under finance leases,
hire purchase or conditional sale agreements or arrangements;
and

(f) any liability under any guarantee or indemnity (except
product warranties)

of the Company as determined in the Completion Accounts produced in
accordance with Clause 5;

V.A.T.A. 1994 means the Value Added Tax Act 1994;

THE VENDORS' ACCOUNTANTS means KPMG of 37 Albyn Place, Aberdeen;

THE VENDORS' SOLICITORS means Ledingham Chalmers of 1 Golden Square,
Aberdeen;

THE WARRANTIES means the representations, warranties and undertakings
on the part of the Warrantors set out in Clause 10 and in Part 5 of the
Schedule and "Warranty" means any of them;

<PAGE> 11
THE WARRANTORS means John Paul Remi Buytaert, Paul A McClure, John
Mullenger, Paul Adrian Petrey, Roland Wessel and John Plumbly Neal;

THE WARRANTORS' SOLICITORS means The Commercial Law Practice, Windsor
House, 12 Queen's Road, Aberdeen.

1.2 1.2.1 Words and expressions defined in the Companies Act 1985 shall
bear the same meanings in this Agreement.

1.2.2 Unless the context otherwise requires, the masculine gender
shall be deemed to include the feminine and neuter and vice
versa and the singular number shall be deemed to include the
plural and vice versa.

1.2.3 All representations, warranties, undertakings, indemnities,
agreements, obligations and others given, incumbent on or
entered into by more than one person in and/or pursuant to
this Agreement are, save as expressly otherwise herein
provided, given, incumbent on or entered into jointly and
severally and shall be binding on the respective executors,
personal representatives and successors of the Vendors.

1.2.4 The headings in this Agreement are for convenience of
reference only and shall not affect the construction or
interpretation hereof.

1.3 In this Agreement:-
1.3.1 references to any statute or statutory provision shall
include references to such statute or provision as from
time to time amended, extended, re-enacted or
consolidated, whether before, on or (in the case of
re-enactment or consolidation only) after the date hereof,
and shall be deemed to include provisions of earlier
legislation (as from time to time amended or extended)
which have been re-enacted or consolidated (with or without
modification) or replaced (directly or indirectly) by such
provision and shall further include all statutory
instruments or orders from time to time made pursuant thereto
except to the extent that any amendment or modification
enacted after the date hereof in respect of Warranties
granted today and after the Completion Date in respect of

<PAGE> 12
Warranties granted immediately prior to the Completion Date
would extend or increase the liability of the Warrantors
under the Warranties or the Tax Undertaking;

1.3.2 references to Clauses, Recitals or the Schedule and
sub-divisions thereof are to clauses of and recitals or the
schedule to this Agreement and sub-divisions thereof
respectively; and

1.3.3 references to any Scottish legal term for any action, remedy,
method of judicial proceeding, legal document, legal status,
court, official or any legal concept or thing shall in respect
of any jurisdiction other than Scotland be deemed to include
what most nearly approximates in that jurisdiction to the
Scottish legal term.

1.4 The Schedule shall be deemed to form part of and be construed as one
with this Agreement and any reference to this Agreement shall include
the Schedule.

2. SALE AND PURCHASE
2.1 Upon and subject to the provisions of this Agreement, the Vendors shall
sell as legal and beneficial owners and the Purchaser, relying on the
representations, warranties, undertakings and indemnities herein
contained or referred to, shall purchase the Sale Shares with effect
from the Completion Date, free from all options, liens, charges and
encumbrances but together with all rights, privileges and advantages
attached or accruing thereto.

2.2 The Purchaser shall be under no obligation to purchase some only of
the Sale Shares.

2.3 Each of the Vendors hereby waives, and shall procure the waiver by his
nominee of, all rights of pre-emption, purchase, veto or otherwise
which he/it (or such nominee) may have relating to the Sale Shares by
reason of the existence or performance of the provisions of this
Agreement, whether conferred by the Articles of Association of the
Company or otherwise.

<PAGE> 13
3. CONDITIONS PRECEDENT TO COMPLETION
3.1.1 The obligation of the Purchaser to effect Completion on the Completion
Date shall be conditional upon:-
3.1.1.1 the financial and trading position of the Company and the
financial and legal due diligence carried out by or on behalf
of the Purchaser being satisfactory to the Purchaser;

3.1.1.2 the receipt of a Phase 1 environmental survey or its
equivalent on the Properties in terms satisfactory to the
Purchaser.

3.1.2 The obligation of 3i to effect Completion on the Completion Date shall
be conditional upon the financial and trading position of the Purchaser
and the financial and legal due diligence carried out by or on behalf
of 3i being satisfactory to 3i.

3.2 If the conditions precedent set out in Clause 3.1.1 shall not have been
satisfied (or waived by the Purchaser in its sole discretion) and if
the condition precedent set out in Clause 3.1.2 shall not have been
satisfied (or waived by 3i in its sole discretion) by 6 p.m. on the
Completion Date, the obligations of the parties under this Agreement
shall cease and none shall have any claim against any of the others
under this Agreement.

3.3.1 The Warrantors hereby jointly and severally undertake to the Purchaser
that prior to Completion and without prior notification to the
Purchaser:- 3.3.1.1 the Company shall not:-
3.3.1.1.1 borrow any money (except borrowings from its
bankers in the ordinary course of business
not exceeding (British Pound) 100,000 in
aggregate) or make any payments out of or
drawings on its bank account(s) other than
routine payments;

3.3.1.1.2 dispose of or agree to dispose of or grant
any option in respect of any part of or any
interest in its assets, except in the case
of stock-in-trade alone in the ordinary
course of trading;

3.3.1.1.3 enter into any unusual or abnormal contract
or commitment;

<PAGE> 14
3.3.1.1.4 incur any expenditure exceeding (British
Pound) 30,000 in aggregate on capital
account or enter into any commitment so
to do;

3.3.1.1.5 employ any employees on terms entitling them
to basic salary in excess of (British
Pound) 35,000 per annum;

3.3.1.1.6 fail to settle its creditors in accordance
with its normal practice;

3.3.1.1.7 permit any of its insurances to lapse or do
anything which would make any policy of
insurance void or voidable;

3.3.1.1.8 in any way, depart from its normal
accounting practices;

3.3.1.1.9 declare, pay or make any dividend or other
distribution of the Company;

3.3.1.1.10 do or permit anything to be done which will
give rise to any breach of the Warranties
when repeated immediately before Completion
or to a claim under the Tax Undertaking when
executed;

3.3.1.1.11 in any way, depart from the ordinary course
of its respective day-to-day business either
as regards the nature, scope or manner of
conducting the same.

3.3.2 Each of the Vendors other than the Warrantors hereby undertakes to the
Purchaser that prior to Completion it will so far as within its power
as a shareholder of the Company prevent the activities set out in
sub-Clauses 3.3.1.1 to 3.3.1.11 inclusive from taking place without
prior notification to the Purchaser.

3.4 Pending Completion, the Warrantors shall procure that the Purchaser,
its agents and representatives, are given subject to prior notice full
access to the Properties and to the books and records of the Company
and the Warrantors shall upon request furnish such information
regarding the business and affairs of the Company as the Purchaser may
reasonably require.
<PAGE> 15
3.5 If the Purchaser receives notice or becomes aware prior to Completion:-
3.5.1 of a material breach or an act or omission which would
constitute a material breach of any of the representations,
warranties and undertakings on the part of all or any of the
Vendors or Warrantors herein contained; or

3.5.2 that any such undertakings cannot be carried out or complied
with; or

3.5.3 that the Company has sustained loss or damage on account of
fire, flood, explosion, death, industrial dispute or other
calamity whatsoever which, in the opinion of the Purchaser
acting reasonably, materially and adversely affects the
business or prospects of the Company;

the Purchaser shall be entitled (in addition and without prejudice to
any other rights or remedies available to the Purchaser in respect
thereof) in its option:-

3.5.4 by notice in writing to the Vendors' Solicitors as agents for
the Vendors to resile from this Agreement without any claim by
the Vendors or any of them against the Purchaser;

3.5.5 by notice in writing to the Vendors' Solicitors as agents for
the Vendors to prescribe a new date for Completion (not being
more than fourteen days after the Completion Date).

4. CONSIDERATION AND SATISFACTION OF CONSIDERATION
4.1 The consideration for the sale of the Sale Shares shall be (subject to
adjustment as provided in Clause 7):-
4.1.1 $9,354,000 US (herein referred to as "the Cash
Consideration"); and
<PAGE> 16
4.1.2 $10,646,000 US to be satisfied by the allotment by the
Purchaser to the Vendors of the Consideration Shares in the
numbers set out opposite the names of the Vendors in Column 5
of Part 1 of the Schedule (herein referred to as "the
Consideration Shares Consideration");

in respect of the purchase of the Ordinary Shares, (the Cash
Consideration and the Consideration Shares Consideration being together
herein referred to as "the Ordinary Share Consideration"); and

4.1.3 (British Pound) 1,497,349 (herein referred to as "the
Preference Share Consideration") in respect of the
purchase of the Preference Shares provided that such
figure will be reduced by (British Pound) 458.75 for each
day prior to 28th February 1998 on which Completion takes
place.

4.2 The Cash Consideration and the Preference Share Consideration under
deduction of $350,000 US in contribution towards the Second Retention
Deposit shall be paid or satisfied at Completion by telegraphic
transfer to the Vendors' Solicitors who are hereby authorised to
receive the same on behalf of the Vendors and whose receipt shall be a
complete discharge to the Purchaser and binding upon and conclusive
against the Vendors.

4.3 The Consideration Shares in the numbers set out opposite the names of
the Vendors in column 7 of Part 1 of the Schedule shall be issued to
the Vendors at Completion and the Consideration Shares in the numbers
set out opposite the names of the Vendors in column 6 of Part 1 of the
Schedule shall be issued in the joint names of the Warrantors'
Solicitors and the Purchaser's Solicitors as nominees for the
Warrantors and/or the Purchaser in respect of the First Retention.

5. NET ASSET VALUE
5.1 The Vendors hereby undertake to and agree with the Purchaser to procure
that the Company and the Vendors' Accountants are instructed to prepare
the Completion Accounts with work to commence as soon as reasonably
practicable after the Completion Date.
<PAGE> 17
5.2 The Vendors' Accountants and the Company shall carry out such
procedures as they deem necessary in order to jointly prepare the
Completion Accounts.

5.3 The Vendors' Accountants shall be given access to the books, records
and accounts of the Company as is necessary to enable the Vendors'
Accountants to prepare the Completion Accounts. The Purchaser's
Accountants shall be given such access to the working papers of the
Vendors' Accountants as is reasonably necessary to enable the
Purchaser's Accountants to verify the preparation of the Completion
Accounts and may request such amendments to the Completion Accounts as
they see fit.

5.4 The Vendors and the Purchaser hereby undertake and agree to procure
that the Vendors' Accountants and the Purchaser's Accountants shall, as
soon as practicable, and in any event no later than 60 days after the
Completion Date, jointly report in writing to the Vendors and to the
Purchaser the N.A.V. and the Total Indebtedness.

5.5 The Completion Accounts shall be prepared so as to show a true
and fair view of the assets and liabilities and state of affairs of
the Company as at their date and subject to the sub-clauses below in
accordance with generally accepted U.K. accounting principles and
SSAPs applied in a manner which is consistent with the manner in which
the Accounts were prepared and adopting or applying consistently the
same accounting policies as were adopted for the purposes of the
preparation of the Accounts; provided always that in the preparation
of the Completion Accounts in accordance with this Clause 5:-

5.5.1 the value attributed to the stock of the Company shall not
exceed the lower of the cost or the net realisable value
thereof as at the Completion Date;

5.5.2 provision shall be made for deferred taxation in accordance
with SSAP 15;

5.5.3 the Vendors' Accountants and the Purchaser's Accountants shall
be entitled and authorised to rely upon the results of the
taking of the Company's stock jointly carried out on or before
the Completion Date by or on behalf of the Vendors and by or
on behalf of the Purchaser;
<PAGE> 18

5.5.4 no account shall be taken of any revaluation of the assets of
the Company made between 31st October 1997 and the Completion
Date;

5.5.5 for the avoidance of doubt, the Company's investment in 25% of
the ordinary share capital of Cryoton UK Limited shall be
carried at its original cost for the purposes of the
Completion Accounts of (British Pound) 50,022.

5.6 If there is any dispute between the Purchaser's Accountants and the
Vendors' Accountants on any matter relative to the preparation of the
Completion Accounts and/or the joint report in writing of the Vendors'
Accountants and the Purchaser's Accountants on the N.A.V. and Total
Indebtedness, such dispute shall be referred forthwith to the decision
of an independent chartered accountant (acting as an expert and not as
an arbiter) mutually nominated by the Vendors and the Purchaser or,
failing agreement as to nomination within 7 days, nominated by the
President for the time being of the Institute of Chartered Accountants
of Scotland on the application of either the Vendors or the Purchaser.
The costs of such independent chartered accountant shall be payable as
to one-half thereof by the Vendors and one-half thereof by the
Purchaser. The Vendors and the Purchaser shall instruct the Vendors'
Accountants and the Purchaser's Accountants respectively to accept and
act upon the determination of such independent chartered accountant in
connection with their joint report in accordance with this Clause and
to sign such amended report within 7 days of the final determination
of such independent chartered accountant.

5.7 The independent chartered accountant referred to in Clause 5.6 shall
be appointed on terms that he shall require one set of submissions in
writing to be made to him by each of the Vendors' Accountants and the
Purchaser's Accountants within such time (being not less than 7 days
and not more than 14 days) as the independent chartered accountant
shall determine. Such independent chartered accountant shall be
entitled at his discretion to accept counter-submissions from each of
the Vendors' Accountants and the Purchaser's Accountants. Such
independent chartered accountant shall further be appointed on terms
that he shall lay down and give a decision on the matter or matters in
dispute not later than 21 days after the date of appointment (which
decision shall be final and binding on the Vendors and the Purchaser)
and that he shall state what adjustments (if any) are to be made to
the Completion Accounts pursuant to his decision.

<PAGE> 19
5.8 The Purchaser shall be responsible for the fees and expenses of the
Purchaser's Accountants and the Vendors shall be responsible for the
fees and expenses of the Vendors' Accountants in connection with the
preparation of the Completion Accounts and the reporting on the N.A.V.
and the Total Indebtedness in accordance with this Clause.

6. CONSIDERATION SHARES
6.1 The Consideration Shares shall rank pari passu in all respects with the
Class A Common Stock, $0.01 U.S. par value in the capital of the
Purchaser in issue at the date of allotment thereof.

6.2 If the Purchaser consolidates or sub-divides its Class A Common Stock
or makes any issue by way of capitalisation or rights to holders of
this stock prior to the date of the issue of any of the Consideration
Shares to the Vendors the number thereof shall (if and to the extent
that the same shall have previously been determined) be adjusted in
such manner as the Purchaser's stockbrokers for the time being (acting
as experts and not as arbiters) shall certify to be fair and reasonable
to take account thereof.

7. THE RETENTION DEPOSITS
7.1 GENERAL
The Purchaser and the Vendors hereby agree and undertake to instruct
the Purchaser's Solicitors, the Vendors' Solicitors and the Warrantors'
Solicitors respectively to do all such acts and things as shall be
requisite and necessary to ensure that payment or transfer is duly made
from the First Retention or the Second Retention Deposit, as the case
may be, in accordance with the following provisions of this Agreement.

THE FIRST RETENTION
7.2.1 If any sum ("the determined sum", which expression shall include any
sum in respect of any expenses) shall be determined or agreed to be due
to the Purchaser on the conclusion or final settlement of any Intimated
Claim by the Purchaser under the Warranties or the Tax Undertaking,

<PAGE> 20

then so many of the shares comprising the First Retention as equal the
determined or agreed sum (converted into $US on the date of
determination or agreement) (such shares being deemed to be valued at
$10 US each for the purposes of these clauses 7.2.1, 7.2.2, 7.2.3, and
7.2.4, notwithstanding their actual value) will be transferred to the
Purchaser or as it shall direct forthwith.

7.2.2 On the first Business Day which falls eighteen (18) months after the
Completion Date, there shall be transferred to the Warrantors'
Solicitors or as they may direct (who are hereby authorised to receive
the same on behalf of the Warrantors and whose receipt shall be a
complete discharge to the Purchaser and binding upon and conclusive
against the Warrantors) such number of shares comprising the First
Retention as have a value equal to the amount (if any) by which the
value of the shares comprising the First Retention as at that date
exceeds the First Retention Sum.

7.2.3 Any shares comprising the First Retention shall following a transfer
from the First Retention in accordance with clause 7.2.1 less such
number of shares as have a value equal to the then amount of the First
Retention Sum be transferred to the Warrantors' Solicitors or as they
may direct from the First Retention and so that the First Retention
shall be pro tanto exhausted.

7.2.4 The satisfaction pro tanto of any claim competent to the Purchaser by
transfer from the First Retention pursuant to this Clause shall in no
way prejudice or affect any other rights or remedies of the Purchaser
in respect of the recovery of any amount due to the Purchaser which is
not satisfied by such transfer.

THE SECOND RETENTION DEPOSIT

7.3.1 Upon final agreement or determination of the Completion Accounts the
Purchaser and the Vendors hereby agree and undertake to instruct the
Purchaser's Solicitors and the Vendors' Solicitors to release
forthwith to the Purchaser's Solicitors so much of the Second
Retention as is equal to the aggregate of the amount by which N.A.V.
is less than the Estimated N.A.V. and the amount by which Total
Indebtedness together with the Preference Share Consideration
(converted into $ US on the Completion Date) exceeds $10,000,000 US
together with any interest accrued thereon ("the Second Retention

<PAGE> 21
Payment"), it being understood that if Total Indebtedness together
with the Preference Share Consideration is less than $10,000,000 US it
shall be deemed to be equal to $10,000,000 US for the purposes of this
clause and it further being understood that if a fact or circumstance
affects both N.A.V. and the Total Indebtedness it shall not be double
counted for the purposes of this clause.

7.3.2 If the Second Retention is less than the Second Retention Payment, the
balance of the Second Retention Payment not paid to the Purchaser's
Solicitors shall be paid forthwith by the Vendors in the percentages
set out in Column 9 of Part 1 of the Schedule to the Purchaser without
set off or deduction or otherwise.

7.3.3 If the Second Retention is greater than the Second Retention Payment,
the balance of the Second Retention shall be released to the Vendors'
Solicitors forthwith.

7.3.4 If N.A.V. is greater than Estimated N.A.V. then the amount of the
Second Retention Payment shall be reduced by such excess or if the
Second Retention Payment is nil such excess shall be paid forthwith by
the Purchaser to the Vendors' Solicitors.

8. RECEIPTS AND INTEREST
8.1 Any payment to be made by the Purchaser to the Vendors or the
Warrantors or by the Warrantors to the Purchaser pursuant to this
Agreement shall be made unless otherwise expressly provided by Bankers
Draft in favour of the Vendors' Solicitors or the Purchaser's
Solicitors, as the case may be, and delivered to the Vendors'
Solicitors (who are authorised to receive the same on behalf of the
Vendors) as the case may be, and whose receipt shall be an absolute
discharge of the Purchaser, who shall not be concerned with the
distribution of any monies so paid amongst the Vendors and binding
upon and conclusive against the Vendors or the Purchaser's Solicitors
(who are authorised to receive the same on behalf of the Purchaser and
whose receipt shall be an absolute discharge of the Vendors and
binding upon and conclusive against the Purchaser), as the case may
be.

8.2 Any payment to be made by the Purchaser to the Vendors' Solicitors or
by the Vendors or the Warrantors to the Purchaser's Solicitors in
accordance with this Agreement and not made on the due date for payment
thereof shall bear interest at the rate of two per cent per annum above

<PAGE> 22
the base rate for the time being and from time to time of Bank of
Scotland from the due date for payment thereof to the date of actual
payment thereof to the Purchaser's Solicitors or the Vendors'
Solicitors, as the case may be, and that both before and after decree.

9. COMPLETION
9.1 The purchase and sale of the Sale Shares shall be completed at the
offices of the Purchaser's Solicitors on the Completion Date or at such
other place and on such other date as the parties may agree.

9.2 At Completion the Vendors shall:-
9.2.1 deliver to the Purchaser:-
9.2.1.1 duly completed and executed transfers in respect of
the Sale Shares (together with the relative share
certificates or indemnities for lost certificates in
the Agreed Form) by the registered holders in favour
of the Purchaser or as it may direct, capable of
immediate registration subject only to stamping,
together with any power of attorney or other
authority duly executed and in the Agreed Form under
which such documents have been executed;

9.2.1.2 any other documents including waivers of option
rights necessary to substantiate the Vendors' rights
to the Sale Shares sold by them to the Purchaser
pursuant to this Agreement and to transfer the Sale
Shares to the Purchaser.

9.3 At Completion the Warrantors shall:-
9.3.1 deliver or make available to the Purchaser:-
9.3.1.1 the statutory and minute books of the Company, all
duly made up to date, certificate of incorporation,
any certificates of incorporation on change of name
and Common Seal (if any) of the Company;

9.3.1.2 a letter from the auditors of the Company (in
duplicate) resigning their position as auditors of
that company, acknowledging that they have no claim
against that company in respect of compensation for

<PAGE> 23
loss of office or on any account whatsoever and
containing a statement that there are no such
circumstances as are referred to in Section 394(1) of
the Companies Act 1985;

9.3.1.3 such waivers and consents or other documents (if any)
as the Purchaser may require, inter alia, to enable
the Purchaser or its nominees to be registered as
holders of the Sale Shares;

9.3.1.4 duly executed releases, in the Agreed Form, releasing
the Company from all obligations, liabilities and the
like whatsoever (actual or contingent) undertaken by
the Company to the Vendors or any of them;

9.3.1.5 evidence in terms reasonably satisfactory to the
Purchaser that the Company has not created or granted
any security, charge, mortgage or the like other than
the Subsisting Securities;

9.3.1.6 all cheque books and bank mandates of the Company and
all charge, credit or cash cards issued in the name
of the Company;

9.3.1.7 service agreements in the Agreed Form (subject to any
minor amendments that may be agreed) between the
Company and the Warrantors duly executed by the
Warrantors;

9.3.1.8 certificates from each of the banks at which the
Company maintains an account of the amount standing
to the credit or debit of all such accounts at the
close of business two business days prior to the
Completion Date;

9.3.2 procure that a duly convened Board Meeting of the Company
shall be held at which:-
9.3.2.1 it shall be resolved that the transfers of the
Sale Shares be approved for registration subject
only to their being duly stamped;
<PAGE> 24
9.3.2.2 it shall be resolved that the said service agreements
between the Company and the Warrantors be approved
and executed by the Company;

9.3.2.3 such other business as the Purchaser may reasonably
require shall be conducted;

and that the person acting as chairman of such Meeting shall
sign the Minutes thereof in the Agreed Form;

9.3.3 cause such persons as the Purchaser may nominate to be validly
co-opted or appointed as Directors or Secretary or Secretaries
or Chairman of the Company;

9.3.4 procure that:-
9.3.4.1 each Non-Continuing Director of the Company shall
resign in writing his directorship and all other
offices or employment by the Company with effect
from the Completion Date and shall each sign an
acknowledgement in the Agreed Form to the effect
that each of them has no claim against the Company
for compensation for loss of office or otherwise
howsoever, except only for any accrued remuneration
and reimbursable expenses to such extent as may have
been disclosed in the Disclosure Letter, and that
there is outstanding no agreement or arrangement
under which the Company has or could have any
obligation to him;

9.3.4.2 the Secretary of the Company shall resign in writing
from such office with effect from the Completion Date
and shall sign an acknowledgement in the Agreed Form
to the effect that he has no claim against the
Company for loss of office or otherwise howsoever;

9.3.4.3 the Purchaser's Accountants shall be appointed
auditors of the Company;
<PAGE> 25
9.3.4.4 resolutions shall be passed revoking and replacing or
amending all existing authorities to bankers of the
Company in such manner as the Purchaser may direct;

9.3.5 procure the release and discharge of the Company from any
letter of off-set granted by the Company and from any
guarantee, security, indemnity or other form of surety granted
by the Company in respect of the liabilities or obligations of
any other person, firm or company;

9.3.6 deliver or make available to the Purchaser:- 9.3.6.1 the Lease
in respect of the Leasehold Property;

9.3.6.2 unconditional receipts for rent and any additional
rent or service charge due in respect of the
Leasehold Property as at the last rent day prior to
Completion;

9.3.6.3 all books of account, documents of record, files and
the like which relate to the Company, and its assets
and businesses;

9.3.6.4 all subsisting contracts, agreement and the like
entered into by the Company;

9.3.6.5 reconciliations in respect of all of the bank
accounts of the Company brought down to a date within
seven days of the Completion Date;

9.3.6.6 a certificate of non-crystallisation in respect
of all floating charges (if any) granted by the
Company;

9.3.7 procure that on or before Completion all amounts owing to the
Company at Completion:-
9.3.7.1 by the directors of the Company;

9.3.7.2 by the Vendors; and
<PAGE> 26
9.3.7.3 by their respective Associates

shall be paid or repaid in full (whether due for payment or
not) and shall produce to the Purchaser a certificate, signed
by two directors of the Company, that such payments or
repayments have been effected.

9.4 At Completion, subject to the due implementation of Clauses 9.2.1 to
9.3.7, inclusive.
9.4.1 the Purchaser shall:-
9.4.1.1 pay the Cash Consideration and the Preference Share
Consideration under deduction of the sum of $350,000
US in contribution towards the Second Retention
Deposit to the Vendors by telegraphic transfer to the
Vendors' Solicitors; and

9.4.1.2 lodge the sum of $350,000 US on an interest bearing
deposit in the joint names of the Purchaser's
Solicitors and the Vendors' Solicitors;

9.4.1.3 allot the Consideration Shares in the numbers set
opposite the names of the Vendors in Column 7 of Part
1 of the Schedule to the Vendors on the basis
referred to in Clause 4.3;

9.4.1.4 allot 200,000 Consideration Shares jointly to the
Warrantors' Solicitors and the Purchaser's Solicitors
as nominees for the Warrantors and/or the Purchaser
on the basis referred to in Clause 4.3;

9.4.1.5 execute the Registration Rights Agreement in respect
of the Consideration Shares;

9.4.1.6 repay the loan outstanding to 3i Group plc.

9.5 The Purchaser may in its absolute discretion waive any requirements
contained in this Clause 9.

9.6 Following Completion, each of the Vendors shall so far as within
his/its power, execute and perform, or procure the execution and
performance of, all such other documents, acts and things as the
<PAGE> 27
Purchaser shall reasonably require in order to perfect the right, title
and interest of the Purchaser in and to the Sale Shares sold by them,
to perfect the transactions intended to be effected under or pursuant
to this Agreement and to procure the registration of the Purchaser
and/or its nominee(s) as the registered holder(s) thereof.

10. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
10.1 Each of the Warrantors hereby jointly and severally represents,
warrants and undertakes to and with the Purchaser and its permitted
successors and assignees in the terms set out in Part 5 of the Schedule
subject to the limitations and qualifications set out in Clause 10.5
and Clause 11 below.

10.2 Each of the Vendors (other than the Warrantors) hereby individually and
separately represents, warrants and undertakes to and with the
Purchaser and its successors and assignees that:-
10.2.1 it has the requisite power and authority to enter into and
perform this Agreement and this Agreement constitutes and the
other ancillary agreements, as appropriate will, when
executed and delivered, constitute legal, valid and
binding obligations on that Vendor enforceable in
accordance with their terms; and

10.2.2 in respect of those of the Sale Shares which that Vendor is
selling to the Purchaser hereunder that as at Completion there
is no option, right to acquire, mortgage, charge, pledge, lien
or other form of security or encumbrance on, over or affecting
those shares and no agreement or commitment by that Vendor to
create any of the foregoing and no claim has been made by any
person to be entitled to any of the foregoing and that Vendor
is entitled to sell and transfer the full unencumbered legal
and beneficial ownership in the relevant shares to the
Purchaser on the terms set out in this Agreement.

10.3 The Warranties and the representation, warranty and undertaking
contained in Clause 10.2 above shall be deemed to be repeated
immediately before Completion with reference to the facts then
existing.
<PAGE> 28
10.4 The Warranties given by each of the Warrantors under or pursuant to
this Clause shall not in any respect be extinguished or affected by
Completion, by any information of which the Purchaser may have
knowledge, whether actual, imputed or constructive (save for matters
disclosed in accordance with Clause 10.5), or by any other event or
matter whatsoever, except a specific and duly authorised written waiver
or release by the Purchaser.

10.5 The Warranties are subject to any exceptions fairly disclosed in the
Disclosure Letter and the Warrantors agree and acknowledge that the
Purchaser is entering into this Agreement in reliance, inter alia, on
the accuracy of the Warranties.

10.6 The Warranties shall be separate and independent and save as expressly
otherwise provided shall not be limited or restricted by reference to
any other paragraph of Part 6 of the Schedule or by anything in this
Agreement.

10.7 Each of the Warrantors hereby jointly and severally represents,
warrants and undertakes to and with the Purchaser that the information
contained in the Disclosure Letter is true and accurate in all material
respects and clearly and accurately presented and nothing so far as
they are aware has been omitted therefrom which renders any such
information incomplete, inaccurate or misleading.

10.8 Where any Warranty or any other statement in this Agreement is
qualified by a reference (howsoever expressed) to the awareness,
knowledge, information or belief of the person by whom such Warranty or
statement is given or made, such person shall be deemed (except where
otherwise expressly provided to the contrary) to have given to the
Purchaser an additional warranty that, or to the effect that, he has
made all reasonable enquiry regarding all material facts and
circumstances relevant to such Warranty or other statement.

10.9 Where the same circumstances could give rise to a claim both for breach
of Warranty and under the Tax Undertaking, then:
10.9.1 the Purchaser shall be entitled to claim in respect of either
or both; and
<PAGE> 29
10.9.2 in calculating sums payable in respect of breach of Warranty
account shall be taken of sums paid by the Warrantors under
the Tax Undertaking and vice versa.

10.10 Without prejudice to any other remedy which may be available
to the Purchaser, each of the Warrantors hereby jointly and severally
further undertakes to the Purchaser to indemnify and keep indemnified
the Purchaser against all and any damages and reasonable and properly
incurred costs, or expenses suffered or incurred by the Purchaser as a
result of or in connection with any breach or non-fulfilment of any of
the representations, warranties and undertakings referred to or
contained in this Clause and all liabilities and reasonable and
properly incurred costs, and expenses arising in making or defending
a claim in relation to facts or circumstances which constitute or
would, if proved, constitute such a breach.

10.11 Without prejudice to any other remedy which may be available
to the Purchaser, each of the Warrantors hereby jointly and severally
undertakes to the Purchaser that if it be found that any matter the
subject of warranty under or pursuant to this Clause was not as
warranted and the effect thereof is that the amount or value of any
asset of the Company is or becomes less or the amount or value of any
liability of the Company is or becomes greater than it would have been
had the warranty been correct or that the Company has incurred or
incurs any loss or liability, then the Warrantors will make settlement
to the Company or, if the Purchaser shall so request by notice in
writing to the Warrantors, to the Purchaser of an amount equal to such
decrease in the amount or value of such asset or increase in the
amount or value of such liability or, as the case may be, the loss to
that Company occasioned by such loss or liability.

10.12 Any payment by the Vendors or the Warrantors (or any of them) in
respect of any claim under this Agreement (including, without
limitation, under the Tax Undertaking) shall be treated as reducing pro
tanto the Aggregate Consideration paid to such Vendor or Warrantor.

10.13 The Warrantors shall forthwith disclose in writing to the Purchaser any
matter or thing which may arise or become known to any of them after
the date hereof and before Completion which is inconsistent with any of
<PAGE> 30
the Warranties and/or the matters stated in the Disclosure Letter or
which constitutes, or would constitute, a breach of any of the
Warranties or which might make any of them inaccurate or misleading in
any material respect if they were given at Completion.

10.14 In the event of any such matter or thing as is mentioned in Clause
10.13 becoming known to the Purchaser before Completion or in the event
of its becoming apparent on or before Completion that the Vendors or
the Warrantors or any of them are in any material respect in breach of
any of the Warranties or any other term of this Agreement, the
Purchaser may resile from this Agreement by notice in writing to the
Vendors and the Warrantors.

10.15 Each of the Vendors and the Warrantors hereby acknowledges to and
agrees with the Purchaser (as trustee for each of the Group Companies)
that in giving the Warranties and, where relevant, the Tax Undertaking
and preparing the Disclosure Letter he/it has not relied on any
information or advice supplied or given by any of the Group Companies
or their respective officers and employees and hereby waives any rights
which he/it may have in respect of any misrepresentation, inaccuracy or
omission in or from any such information or advice.

10.16 The Purchaser represents and warrants to the Warrantors that it and
James Farr one of its officers is not aware of any fact, matter or
circumstance current at the date hereof that is not disclosed in the
Disclosure Letter which would permit or entitle the Purchaser to make a
claim for a breach of any of the Warranties. For the purposes of this
clause awareness shall be deemed to mean actual awareness at the date
hereof and not imputed or constructive awareness of the Purchaser
notwithstanding any rule or law to the contrary.

11. WARRANTORS PROTECTION PROVISIONS
The liability of the Warrantors under or in respect of the Warranties
and/or the Tax Undertaking shall, in the absence of fraud or wilful
concealment by any of the Warrantors, be limited as follows:-
11.1 the maximum liability of the Warrantors under or by virtue
of the Warranties and the Tax Undertaking shall not exceed
the aggregate of $5,500,000 US plus a sum equal to all
<PAGE> 31
costs reasonably and properly incurred and liabilities
incurred by the Purchaser in pursuing, or making recovery
under, any claim for breach of any of the Warranties or
under the Tax Undertaking;

11.2 no liability shall attach to the Warrantors under or in
respect of any breach of any of the Warranties or under the
Tax Undertaking for any single claim where the liability in
respect of that claim does not exceed $1,000 US the
Warrantors shall have no liability under or by virtue of the
Warranties or under the Tax Undertaking unless and until the
amount of all valid claims in excess of $1,000 US by the
Purchaser under or by virtue of the Warranties and/or under
the Tax Undertaking shall exceed $75,000 US and, in such
event, the Warrantors shall be liable for the full amount of
such claims and not just for the excess over that amount;

11.3 without prejudice to clause 11.7 all liability of the
Warrantors under or by virtue of the Warranties shall cease
and any claim made thereunder or by virtue thereof against the
Warrantors shall be wholly barred and unenforceable:-

11.3.1 in the case of liability under or by virtue of any of
the Warranties other than the Tax Warranties with
effect from the date eighteen (18) calendar months
after the Completion Date; and

11.3.2 in the case of liability under or by virtue of any of
the Tax Warranties, within effect from the date seven
(7) years after the Completion Date,

unless notice of the relevant claim specifying as accurately
as possible the amount claimed and reasonably complete details
of the facts and circumstances, in so far as then available,
constituting the alleged liability shall have been given to
the Warrantors prior to the dates aforesaid; Provided that in
order to remain as a valid claim capable of being pursued by
the Purchaser proceedings in respect of any such claim will
require to be commenced within 12 months of its notification
to the Warrantors.
<PAGE> 32
11.4 After Completion, the Purchaser shall have no right to rescind
or terminate this Agreement for breach of any of the
Warranties or for any other reason whatsoever and the sole
remedy of the Purchaser shall be in damages and shall be
subject to the limitations herein set out.

11.5 The Warranties and the Tax Undertaking are subject to any
matter or thing done or omitted to be done by the Warrantors
at the express written request of the Purchaser after the date
hereof.

11.6 No liability shall attach to the Warrantors in respect of a
breach of the Warranties and/or under the Tax Undertaking to
the extent that:-

(a) any increase in the rates of taxation or variation in
the method of applying or calculating rates of
taxation is made after the date hereof by virtue of a
direct or indirect action of the Purchaser;

(b) such claim arises in respect of any matters resulting
from a change of accounting policy or practice or
method of submission of tax returns by the Company or
of a change of the date to which the Accounts are
made up in each year by the Purchaser introduced on
or after Completion;

(c) any such claim relates to matters or amounts in
respect of Tax which are provided for in the Accounts
and/or specifically provided for in the Completion
Accounts.

11.7 (a) In addition to the duty of the Purchaser under the
general law to mitigate loss or damage the
Warrantors shall be entitled to require the
Purchaser and/or the Company at the Warrantors'
expense to take all reasonable steps or
proceedings having regard to the goodwill of the
Company's business as the Warrantors consider
necessary in order to mitigate any claim for
breach of any of the Warranties or under the Tax
Undertaking and the Purchaser and/or the Company
shall act in accordance with any such reasonable
requirements subject to being indemnified by the
Warrantors against all costs, liabilities and
expenses incurred in connection therewith.
<PAGE> 33
(b) The Purchaser shall procure that at the request of
the Warrantors from time to time it shall provide
reasonably full and updated information in relation
to the nature, extent and status of any claim.

11.8 In the event that the Purchaser and/or the Company recovers
any sum from any third party (including any taxation
authority) which is not repayable in respect of any matter
for which a claim is made and whether before or after the
Warrantors have made a payment to the Purchaser and/or the
Company under such claim, the Purchaser and/or the Company
shall account or give credit (as the case may be) to the
Warrantors for the benefit thereof to the extent that such
accounting or crediting would not lead to repayment of such
sum being demanded by the third party.

11.9 In assessing the amount recoverable by the Purchaser or the
Company upon breach of any of the Warranties or under the Tax
Undertaking there shall be taken into account any financial
sum received by the Purchaser or the Company as a consequence
of such breach.

11.10 The Purchaser acknowledges that it has not entered into this
Agreement in reliance upon any representation or promise made
by the Warrantors other than those incorporated in this
Agreement and the Disclosure Letter.

11.11 The Purchaser hereby undertakes to indemnify the Warrantors
against any liability to Tax which the Warrantors shall have
paid or become liable to pay by virtue of an assessment in
terms of Section 767A of T.A. 1988 which arises by virtue of
the condition in sub-section (5) thereof being met, but only
if the arrangements referred to in sub-section (5) of
Section 767A of T.A. 1988 were made by the Purchaser and
then only to the extent that the Warrantors were not liable
to indemnify the Company or the Purchaser against such
liability in terms of the Tax Undertaking.

12. TAX UNDERTAKING
The Purchaser and each of the Warrantors shall comply with the
obligations pertaining to that party set out in Part 6 of the Schedule
(Tax Undertaking), the provisions of which are deemed to be set out in
this Clause of this Agreement.
<PAGE> 34
13. RESTRICTIVE COVENANTS
13.1 As a separate and independent stipulation and in consideration of the
purchase by the Purchaser of the Sale Shares hereunder, each of the
Warrantors hereby undertakes with and to the Purchaser that except with
the prior written consent of the Purchaser he will not (and will
procure that no Associate of his will) either alone or in conjunction
with or on behalf of any person, firm or company:-
13.1.1 during the period of two years following Completion, carry
on, or be engaged, concerned or interested directly or
indirectly in (save as the holder of 5% or less of the
voting share capital of any company listed on a stock
exchange or other recognised securities market) any of the
Restricted Businesses within the Restricted Territory;

13.1.2 during the period of two years following Completion, in
competition with the Restricted Businesses carried on by the
Company, canvass, solicit or entice, or endeavour to canvass,
solicit or entice, away from the Company the custom of any
person, firm or company who, to his knowledge, is at
Completion or has within a period of two years prior to the
Completion Date been a client, customer or supplier of the
Company or otherwise in the habit of dealing with the Company.

13.1.3 during the period of two years following Completion, induce or
seek to induce any of the Senior Employees of the Company to
leave the employment of the Company or to become employed or
provide services whether as an employee, consultant or
otherwise by or to any person, firm or company carrying on any
of the Restricted Businesses in competition with the business
of the Company;

13.1.4 assist any other person to do any of the foregoing things
whether by the provision of technical, marketing or consulting
services or through the use of its branch network or otherwise
howsoever.

13.2 Each of the Warrantors hereby undertakes to the Purchaser that he will
not at any time in relation to any business which competes with the
business carried on by the Company at the Completion Date directly or
<PAGE> 35
indirectly use or allow to be used (other than by the Company any trade
or corporate name used by the Company at the Completion Date or any
name similar thereto or which is intended or likely to be confused
therewith.

13.3 Each of the Warrantors acknowledges and agrees that each of the
restrictions contained in Clauses 13.1, 13.2 and Clause 14
constitutes an entirely separate and independent restriction on
the Warrantors and is considered by the Warrantors to be
reasonable in all the circumstances but that if any of such
restrictions shall be adjudged (either when taken with others or
by itself or themselves) by any court or authority of competent
jurisdiction to go beyond what is reasonable and necessary in all
the circumstances for the protection of the interests of the
Purchaser but would be valid if any particular restriction or
restrictions were deleted or if any part or parts of the wording
and/or the period and/or the area thereof were restricted or
reduced in any particular manner then the said restriction or
restrictions shall apply with such deletions, restrictions or
reductions as the case may be.

14. CONFIDENTIALITY
14.1 Except so far as may be required by law, none of the Vendors
shall at any time disclose or communicate to any person (other
than his/its professional advisers) any confidential information
of a technical, trade, accounting, contractual, competitively
sensitive or any other character which he/it has acquired or may
acquire before Completion in the course of or as a result of his
employment by or directorship of the Company or his/its ownership
of shares in the share capital of the Company and each of the
Warrantors shall use his/its respective reasonable endeavours to
prevent the publication or disclosure of any confidential
information concerning such matters so acquired by him/it;
provided that the provisions of this Clause 14.1 shall not apply
to any confidential information
14.1.1 which has come into the public domain otherwise than in
breach of these provisions;

14.1.2 which the Vendor concerned is required to disclose by the
regulations of any recognised stock exchange or any other
government agency or other competent authority lawfully
requesting the same, or to any court of competent jurisdiction
acting within its powers.
<PAGE> 36
14.2 None of the Vendors shall at any time use to the detriment of the
Company any confidential information of a technical, trade, accounting,
contractual, competitively sensitive or other character of the Company
which he/it has acquired or may acquire before Completion.

15. DECLARATION OF TRUST
15.1 Each of the Vendors hereby declares that so long as he remains the
registered holder of any of the Sale Shares he will stand and be
possessed of the Sale Shares and the dividends and other
distributions of profits or surplus or other assets in respect
thereof and all rights arising out of or in connection therewith
in trust for the Purchaser and will at all times hereafter deal
with and dispose of the Sale Shares, dividends, distributions and
rights as aforesaid as the Purchaser shall direct and further
will at the request of the Purchaser attend and vote at all
meetings which he shall be entitled to attend as the registered
holder of the Sale Shares in such manner as the Purchaser shall
have previously determined and if so requested by the Purchaser
will execute all instruments of proxy or other documents which
may be necessary or proper to enable the Purchaser or its
nominees to attend and vote at any such meeting.

15.2 The Purchaser undertakes to indemnify and hold indemnified the Vendors
in respect of all costs, losses, damages and expenses the Vendors may
suffer or incur as a result of the Vendors taking any actions or steps
at the request of the Purchaser in terms of Clause 15.1.

16. ENTIRE AGREEMENT
This Agreement, the Disclosure Letter, the Registration Rights
Agreement and the Service Agreements contain the entire agreement
between the parties or any of them with respect to the transactions
contemplated herein, supersedes all prior proposals, representations,
agreements and negotiations relating thereto, whether written, oral or
implied, between the parties or any of them or their respective
advisers or any of them save as otherwise provided herein, and no
modification or alteration of this Agreement shall be enforceable
except by an amendment in writing duly executed by all the parties
hereto.
<PAGE> 37
17. CONTINUANCE OF AGREEMENT
Notwithstanding completion in terms of Clause 9, this Agreement shall,
except in so far as then implemented, remain in full force and effect
and all warranties, undertakings, indemnities and obligations contained
herein shall continue to be enforceable at the instance of the Vendors
and the Purchaser or its successors and permitted assignees.

18. DELAY/FAILURE TO PROCEED BY PURCHASER
18.1 No failure or delay by the Purchaser to exercise any right or power
hereunder shall operate as a waiver thereof nor shall any partial
exercise of such right or power preclude any other or further exercise
thereof or the exercise of any other right.

18.2 If the Vendors are liable to the Purchaser for a breach of this
Agreement, each of the Vendors shall be liable to the Purchaser
notwithstanding the failure by the Purchaser to proceed against any
other Vendor or Vendors and the Purchaser may compound with, relieve or
deal with any Vendor or Vendors without in any manner or way affecting
the liability of any other Vendor or Vendors Provided That any such
failure, compounding, relief or dealing shall not affect the rights of
the Vendors inter se.

18.3 The rights conferred upon the Purchaser by this Agreement are
additional to and without prejudice to any other rights of the
Purchaser under the general law (including any right to claim damages
or compensation and any statutory rights).

19. ANNOUNCEMENTS ETC.
Each of the Vendors shall, so far as within his/its power, procure that
there is not, either prior to or after Completion, any public
announcement of or concerning this Agreement to the Press, employees,
customers and suppliers of the Company or otherwise howsoever, unless
the consent of the Purchaser has been obtained to the making of such
announcement and the terms thereof have been agreed in advance by the
Purchaser. Provided that nothing herein shall restrict the making of
any public announcement required by law or called for by the
requirements of the London Stock Exchange or similar regulatory body.
<PAGE> 38
20. RTPA
The parties agree that no provision of this Agreement by virtue of
which this Agreement is subject to registration under the Restrictive
Trade Practices Acts 1976 and 1977 ("RTPA") shall, in the event that
the Agreement is registrable but is not a non-notifiable agreement
under the RTPA, take effect until the day after the date on which
particulars of the Agreement have been furnished to the Director
General of Fair Trading pursuant to the RTPA. For the purposes of this
Clause, "Agreement" includes this Agreement and any other relevant
agreement or arrangement of which it forms a part.

21. ASSIGNATION
None of the rights or obligations of the parties under this Agreement
may be assigned or transferred except in the case of an assignation or
transfer by the Purchaser to an Associate of the Purchaser or from an
Associate of the Purchaser to the Purchaser or to any other Associate
of the Purchaser and notified to the Warrantors. If such Associate
ceases to be an Associate of the Purchaser, the Purchaser shall procure
that such rights or obligations are transferred to an Associate of the
Purchaser or the Purchaser within 28 days thereafter.

22. COSTS AND EXPENSES
Save as otherwise provided herein, the Purchaser and the Vendors shall
bear their own respective costs and expenses in relation to the
preparation, execution and implementation of this Agreement and the
sale of the Sale Shares. The Purchaser shall be responsible for payment
of any stamp duty on this Agreement and on the transfers of the Sale
Shares to be effected hereunder.

23. NOTICES
23.1 All notices, requests, demands or other communications to or upon the
respective parties under this Agreement shall be given or made to the
respective addresses set out below Provided Always that any party may,
by written notice to the others, substitute another address in the
United Kingdom for the service of notices hereunder:-
<PAGE> 39
23.1.1 in the case of the Purchaser, to the Purchaser's Solicitors
marked "URGENT - For the Attention of Mr D. Crawford";

23.1.2 in the case of the Vendors (other than 3i and the Warrantors)
, to the Vendors' solicitors marked "URGENT - For the
Attention of Mr Rutherford";

23.1.3 in the case of the Warrantors to the Warrantors' Solicitors
marked "URGENT - For the Attention of Mr Miller";

23.1.4 in the case of 3i to its registered office at 91 Waterloo
Road, London, SE1 8XP.

23.2 Notices may be given by being delivered to the address for the service
of notices of the addressee (in which case the notice shall be deemed
to be served at the time of delivery) or by being sent by recorded
delivery mail (in which case the notice shall be deemed to be served 48
hours after the time of posting).

23.3 Any notice given to the Vendors' Solicitors or the Warrantors'
Solicitors shall be deemed to be notice to all of the Vendors or the
Warrantors as the case may be.

23.4 In proving service of any notice, it shall be sufficient to prove that
delivery was made or that the envelope containing the notice was
properly addressed and posted recorded delivery, as the case may be.

24. SEC DOCUMENTS AND REPRESENTATIONS BY PURCHASER
24.1 SEC DOCUMENTS
The Purchaser has provided or will provide within 7 days hereof to the
Vendors its Annual Report on form 10-K for the year ended April 30,
1997, Quarterly Reports on form 10-Q for the quarters ended July 31,
1997 and October 31, 1997, its proxy statement with respect to its
Annual Meeting of Stockholders for 1997, its Current Reports of Form
8-K dated June 20, 1997 and July 7, 1997, as amended, and its
Confidential Offering Memorandum dated August 14, 1997 (the "Offering
Memorandum") (such documents collectively referred to herein as the
"SEC Documents"). As of their respective dates, the SEC Documents
complied in all material respects with the requirements of the
Securities Exchange Act of 1934, as

<PAGE> 40

amended (the "Exchange Act"), and the rules and regulations of the
Commission promulgated thereunder applicable to such SEC Documents, and
none of the SEC Documents contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The
consolidated financial statements of the Issuer included in the SEC
Documents comply as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the
Commission with respect thereto, have been prepared in accordance with
generally accepted accounting principles applied on a consistent basis
during the periods involved (except as may be indicated in the notes
thereto) and fairly present the consolidated financial position of the
Issuer and its consolidated subsidiaries as of the dates thereof and
the consolidated results of their operations and cash flows for the
periods then ended. Since October 31, 1997, other than as discussed in
the SEC Documents and other than changes related to or arising from
economic and business conditions of the oil and gas industry as a whole
on the segments and markets in such industry as the Purchaser operates,
there has been material adverse change in the business of Purchaser and
its subsidiaries, taken as a whole on its financial condition or
results of operation. Each Stockholder acknowledges that an investment
in the Shares involves a high degree of risk, including the risks
identified in the SEC Documents.

24.2 REGULATION S: INVESTMENT PURPOSE
Each of the Vendors (other than Scottish Enterprise, Jean Buytaert and
Allen Francis Bollinger) represents and warrants that at the time of
the investment decision to enter into and on the date hereof, such
Vendor is outside the United States and not a "U.S. Person" as such
term is defined in Regulation S under the Securities Act and that such
Vendor will not sell such Shares except pursuant to such a valid
registration statement under the Securities Act or exemption from
registration under the Securities Act. Each of Jean Buytaert and Allen
Francis Bollinger represent and warrant that he will execute such
documents and provide such information that the Purchaser may
reasonably request to ensure that the issuance of shares to him under
this Agreement is exempt from registration under the Securities Act and
applicable state blue sky laws. Each Vendor acknowledges that the
issuance to such Vendor of the Shares has not been registered under the
Securities Act or the securities laws of any state and will contain the
following restrictive legend:
<PAGE> 41
"The securities represented by this certificate have not been
registered under the Securities Act of 1933 or the laws of any state
and may not be transferred in the absence of any effective registration
statement for the securities under the Securities Act of 1933 and
applicable state laws or an opinion of counsel reasonably satisfactory
to the Company that such registration is not required."

The Purchaser agrees that upon the written request of a Vendor and
receipt from such Vendor of reasonably and customary factual
representations as to such Vendor's ownership of the applicable shares
it will cause such restrictive legend to be removed and a new
certificate issued without such restrictive legend as soon as
reasonably practicable following receipt of an opinion of counsel whose
reasonable and customary fees shall be paid by the Purchaser in form
and substance reasonably acceptable to the Purchaser that based upon
such factual representations any transfer of the Shares represented by
such certificate by the registered holder thereof will not require
registration under the Securities Act or applicable state law in order
to comply with such act or applicable state law.

24.3 REPRESENTATIONS
The Purchaser represents and warrants to, and agrees with the Vendors
as of the date hereof and with respect to this Agreement, as follows:-

24.3.1 ORGANISATION STANDING AND POWER
The Purchaser is a corporation duly incorporated, validly
existing and in good standing under the laws of the
jurisdiction of its organisation and has all requisite power
and authority to own, lease and operate its properties and to
carry on its businesses as now being conducted. The Purchaser
will within 7 days hereof, deliver to the Vendors complete and
correct copies of its certificate of incorporation and bylaws
as amended to the date hereof.

24.3.2 CAPITAL STRUCTURE
As of the date hereof the authorised capital stock of the
Issuer consists of 20,000,000 shares of Class A Common Stock,
10,000,000 shares of Class B Common Stock and 5,000,000 shares
of preferred stock. At the close of business on October 31,
1997, 4,483,598 shares of Class A Common Stock, 5,000,000
shares of Class B Common Stock and no shares of preferred
stock were outstanding. The Consideration Shares to be issued
in accordance with the documents to be executed and delivered
by the Purchaser in connection with this Agreement will be
duly authorised, validly issued, fully paid and
non-assessable.
<PAGE> 42
24.3.3 AUTHORITY
The Purchaser has all requisite corporate power and authority
to enter into this Agreement and to consummate the
transactions contemplated thereby. The execution and delivery
of this Agreement and the consummation of the transactions
contemplated thereby, have been duly authorised by all
necessary corporate action on the part of the Purchaser. The
execution and delivery of this Agreement do not, and the
consummation of the transactions contemplated hereby will not
conflict with or result in any violation of, or default under,
or give rise to a right of termination, cancellation or
acceleration of any obligations or to loss of a material
benefit under any provision of the certificate of
incorporation or bylaws of the Purchaser or any contract,
loan, agreement, instrument, permit, licence, statute, rule,
order, judgement or decree applicable to the Purchaser or its
subsidiaries or their properties or assets. No consent,
approval, order or authorisation of, or registration,
declaration or filing with any federal state, local or foreign
government or any agency or instrumentality thereof, is
required by or with respect to the Purchaser in connection
with the execution and delivery of this Agreement by the
Purchaser or the consummation by the Purchaser of the
transactions contemplated thereby;

24.3.4 INVESTMENT COMPANY
Neither the Purchaser nor any of its subsidiaries is (1) an
"investment company" or a company controlled by an investment
company within the meaning of the Investment Company Act of
1940, as amended, and the rules and regulations of the SEC
thereunder or (2) a "holding company" or a "subsidiary
company" of a holding company or an "affiliate" thereof within
the meaning of the Public Utility Holding Company Act of 1935,
as amended;

25. GOVERNING LAW
This Agreement is governed by and shall be construed in all respects in
accordance with the Law of Scotland and the parties hereto hereby
irrevocably prorogate the

<PAGE> 43
exclusive jurisdiction of the Court of Session in Scotland.

IN WITNESS WHEREOF

/s/ 31 Group PLC

/s/ Scottish Enterprise

/s/ Roland Wessell

/s/ Jean Bycert

/s/ Paul Petry

/s/ John Mullender

/s/ Paul McClure

/s/ John Neel

/s/ Allen Bollinger

/s/ Hoda Mclek

/s/ Anthony Ricci

/s/ Cryoton Limited

/s/ John Niven

/s/ Julie Thompson

/s/ Dailey International Inc.
<PAGE> 44

THIS IS THE SCHEDULE IN SIX PARTS REFERRED TO IN THE FOREGOING ACQUISITION
AGREEMENT BETWEEN ROLAND WESSEL AND OTHERS AND DAILEY INTERNATIONAL INC. DATED
14TH JANUARY 1998.

<PAGE> 45

THE SCHEDULE
PART 1
<TABLE>
<CAPTION>

COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6

VENDORS ORDINARY SHARES PREFERENCE ORDINARY CONSIDERATION RETAINED
SHARES SHARES SHARES CONSIDERATION
SHARES

<S> <C> <C> <C> <C> <C>
3I GROUP PLC 445,000 638,000 438,358 605,287 -
91 WATERLOO ROAD
LONDON SE1 8XP

SCOTTISH ENTERPRISE 225,000 275,000 221,642 - -
120 BOTHWELL STREET
GLASGOW G2 7JP

ROLAND W. WESSEL 75,665 - 75,665 122,056 59,824
26 EARLSPARK DRIVE
BIELDSIDE
ABERDEEN AB15 9AH

JEAN P. R. BUYAERT 40,665 - 40,665 70,417 34,514
11939 DREXEL HILL
HOUSTON
TEXAS 77077

PAUL A. PETREY 56,000 - 56,000 93,042 45,603
19 CANMORE PLACE
STONEHAVEN
KINCARDINESHIRE
AB39 2WD

JOHN D. MULLENGER 30,000 - 30,000 54,682 26,802
24 ST. TERNANS ROAD
NEWTONHILL
STONEHAVEN
ABERDEEN AB39 3PF
</TABLE>
<TABLE>
<CAPTION>

COLUMN 1 COLUMN 7 COLUMN 8 COLUMN 9

VENDORS ALLOTTED CASH PERCENTAGE
CONSIDERATION CONSIDERATION
SHARES ON ORDINARY
SHARES US$
<S> <C> <C> <C>
3I GROUP PLC 605,287 2,010,959 43.12%
91 WATERLOO ROAD
LONDON SE1 8XP

SCOTTISH ENTERPRISE - 4,077,222 21.8%
120 BOTHWELL STREET
GLASGOW G2 7JP

ROLAND W. WESSEL 62,232 406,853 7.44%
26 EARLSPARK DRIVE
BIELDSIDE
ABERDEEN AB15 9AH

JEAN P. R. BUYAERT 35,903 234,723 4.06%
11939 DREXEL HILL
HOUSTON
TEXAS 77077

PAUL A. PETREY 47,439 310,141 5.51%
19 CANMORE PLACE
STONEHAVEN
KINCARDINESHIRE
AB39 2WD

JOHN D. MULLENGER 27,880 182,273 2.95%
24 ST. TERNANS ROAD
NEWTONHILL
STONEHAVEN
ABERDEEN AB39 3PF
</TABLE>

<PAGE> 46
<TABLE>
<S> <C> <C> <C> <C> <C>
PAUL A. MCCLURE 22,670 - 22,670 57,240 21,501
12 BELVIDERE ROAD
CULTS
ABERDEEN AB1 9HP

JOHN P. NEAL 12,500 - 12,500 26,980 11,756
6 BRACKEN ROAD
PORTLETHEN
ABERDEEN AB12 4TA

ALLEN F. BOLLINGER 15,723 - 15,723 28,740 -
106MOUNTAINSIDE DRIVE
LAFAYETTE
LA 70503 USA

HODA R. A. MALEK 60,000 - 60,000 - -
29 ROAD 20
MAADI
CAIRO EGYPT

ANTHONY J. RICCI 16,777 - 16,777 - -
802 AUTUMN CHASE
ELLINGTON
CT 06029 USA

CRYOTON (UK) LIMITED 16,674 - 16,674 - -
CHARTER COURT, PHOENIX
WAY, ENTERPRISE PARK,
SWANSEA SA7 9FS

JOHN NIVEN - - 5,000 1,320 -
16 ANNESLEY GROVE
TORPHINS
ABERDEENSHIRE

JULIE THOMSON - - 5,000 4,836 -
21 CROMWELL COURT
FORBESFIELD ROAD -
ABERDEEN
1,016,674 913,000 1,016,674 1,064,600 200,000
========= ======= ========= ========= =======
</TABLE>

<TABLE>
<S> <C> <C> <C>
PAUL A. MCCLURE 35,739 12,500 2.23%
12 BELVIDERE ROAD
CULTS
ABERDEEN AB1 9HP

JOHN P. NEAL 15,224 50,000 1.23%
6 BRACKEN ROAD
PORTLETHEN
ABERDEEN AB12 4TA

ALLEN F. BOLLINGER 28,740 95,801 1.55%
106MOUNTAINSIDE DRIVE
LAFAYETTE
LA 70503 USA

HODA R. A. MALEK - 1,180,319 5.9%
29 ROAD 20
MAADI
CAIRO EGYPT

ANTHONY J. RICCI - 330,037 1.64%
802 AUTUMN CHASE
ELLINGTON
CT 06029 USA

CRYOTON (UK) LIMITED - 328,010 1.64%
CHARTER COURT, PHOENIX
WAY, ENTERPRISE PARK,
SWANSEA SA7 9FS

JOHN NIVEN 1,320 85,162 0.49%
16 ANNESLEY GROVE
TORPHINS
ABERDEENSHIRE

JULIE THOMSON 4,836 50,000 0.49%
21 CROMWELL COURT
FORBESFIELD ROAD
ABERDEEN
864,600 9,354,000
======= =========
</TABLE>

<PAGE> 47

PART 2
FURTHER PARTICULARS OF THE COMPANY

SHARE CAPITAL
The authorised share capital of the Company is (British Pound) 1,632,674
divided into 613,000 `A' Preference Shares of (British Pound) 1 each,
300,000 `B' Preference Shares of 1p each, 670,000 `A' Ordinary Shares of
(British Pound) 1 each and 346,674 Ordinary Shares of (British Pound) 1
each, all of which have been issued and are fully paid or credited as
fully paid.

DIRECTORS
The following are all the present directors of the Company:

Alan George Ace, John Paul Remi Buytaert, Paul A McClure, John Mullenger, Paul
Adrian Petrey, Roland Wessel, John Plumbly Neal.

SECRETARY
The Secretary of the Company is:

The Commercial Law Practice, Windsor House, 12 Queen's Road, Aberdeen AB15 4ZT.

REGISTERED OFFICE
The Registered Office of the Company is at Windsor House, 12 Queen's Road,
Aberdeen, AB15 4ZT.

ACCOUNTING REFERENCE DATE
The accounting reference date of the Company, particulars of which have been
duly filed at the Companies Registration Office is:

31st December.

<PAGE> 48

PART 3
THE PROPERTIES

the Leasehold Property

Description: Office and workshop premises
Landlord: G. & J. Investments (Aberdeen) Limited
Tenant: the Company
Lease Date: 4th and 11th April 1994
Term: 25 years
Rent: (British Pound) 60,000 p.a.
Rent Review: 28th May 1999 and five yearly thereafter

<PAGE> 49

PART 4
SUBSISTING SECURITIES
<TABLE>
<CAPTION>

DOCUMENT DATE PARTIES PROPERTY
CHARGED
<S> <C> <C> <C>
Bond and Floating Charge 19th March 1992 the Company in whole assets and
favour of the undertaking from
Governor and time to time
Company of the
Bank of Scotland
Bond and Floating
Charge 8th December 1994 the Company in whole assets and
favour of 3i Group undertaking from
plc time to time
</TABLE>

<PAGE> 50

PART 5
THE WARRANTIES

SHARES
(1) (a) the Sale Shares will, at Completion, constitute the whole
of the issued and allotted share capital of the Company and
will then be fully paid up or credited as fully paid up;

(b) all dividends declared or otherwise due in respect of the
Sale Shares have been paid;

(2) (a) there is no option, right to acquire, mortgage, charge,
pledge, lien or other form of security or encumbrance
on, over or affecting the Sale Shares or any of them or the
unissued share capital or loan capital of the Company or
right to call for the allotment or issue of any share or
loan capital of the Company and there is no agreement or
commitment to give or create any of the foregoing and no
claim has been made by any person to be entitled to any of
the foregoing and the Warrantors are entitled to sell and
transfer the full unencumbered beneficial ownership in the
Sale Shares to the Purchaser on the terms set out in this
Agreement.

(b) none of the Sale Shares has been the subject of a transfer
which is challengeable under Sections 242 or 343 of the
Insolvency Act 1986 within the period of five years prior to
the Completion Date;

CAPACITY
(3) each Warrantor individually has the requisite power and authority to
enter into and perform this Agreement (including, without limitation,
the Tax Undertaking) and this Agreement constitutes and the other
ancillary agreements, as appropriate will, when executed and delivered,
constitute legal, valid and binding obligations on each Warrantor
enforceable in accordance with its/their terms;
<PAGE> 51
(4) the execution and delivery of, and the performance by the Warrantors of
their respective obligations under, this Agreement (including, without
limitation, the Tax Undertaking) will not:
(a) result in a breach of any provision of the memorandum
or articles of association of the Company; or

(b) result in a breach of, or constitute a default under, any
instrument to which any Warrantor or the Company is a party or
by which any Warrantor or the Company is bound;

(c) result in a breach of any order, judgement or decree of any
court or governmental agency to which any Warrantor or the
Company is a party or by which any Warrantor or the Company is
bound;

ACCOUNTS
(5) the Accounts are true, complete and accurate in all material respects
and, without prejudice to the generality of the foregoing, set out
correctly and accurately the assets and liabilities of the Company and
show a true and fair view of the state of affairs and financial
position of the Company at the Accounts Date;

(6) without limiting the generality of paragraph (5), the Accounts either
make full provision or reserve for, or as appropriate disclose by way
of note, all liabilities (actual, deferred, contingent or disputed and
including liabilities for Tax, financial lease commitments (if any) and
pension liabilities (if any) and all capital commitments, whether
actual or contingent, and reasonable provision for all bad or doubtful
debts if any of the Company as at the Accounts Date;

(7) the Accounts are not affected by any extraordinary or exceptional item
or by any other factor rendering the results for the year ended on the
Accounts Date unusually high or low, and the Accounts have been
properly audited and prepared in accordance with and comply with all
applicable laws, SSAPS and with United Kingdom accounting practice
current at the relevant time and have been prepared in all respects on
an accounting and valuation basis consistent in all respects with those
adopted in the three preceding audited accounts of the Company;
<PAGE> 52
(8) to the best of the knowledge, information and belief of the Warrantors
all book debts included in the Accounts as payable to the Company and
all debts so payable incurred since the Accounts Date have been, or as
the case may be will be, paid in full within six months of their due
dates for payment and the Company has not factored or discounted its
debts or agreed to do so;

(9) (a) the Company has no work in progress is included in its books
and accounts including the Accounts;

(b) the value attributed to any stock included in the books and
accounts of the Company does not and did not exceed the lower
of cost and net realisable value;

(10) (a) since the date of its incorporation, proper and consistent
accounts, books and records of the business and activities of
the Company (including all accounts, books and records
required to be kept by law) have been kept and all such
accounts, books and records are up-to-date and in the
possession or control of the Company and contain true,
complete and accurate records of such business and activities
so far as the Warrantors are aware and the Company has
operated adequate systems of financial control in relation to
its book keeping;

(b) there has been no change during the three years prior to the
Accounts Date in any methods or bases of valuation, or any
accountancy treatment, relating to the keeping of such
accounts, books or records, or adopted, utilised or reflected
in the audited accounts relating to such period or any of it;

(11) none of the records, data or information relating to the business of
the Company are recorded, maintained or in any manner dependent in
whole or in part upon any electronic, mechanical or photographic
process (whether computerised or not) which is not under the exclusive
ownership and direct control of the Company;
<PAGE> 53
EVENTS SINCE ACCOUNTS DATE
(12) since the Accounts Date:-
(a) the Company has carried on business in the ordinary course and
there has been no material adverse change in the financial
condition or trading position or to the best of the knowledge,
information or belief of the Warrantors the prospects of the
Company;

(b) the Company has not entered into or agreed to enter into any
contract, obligation or commitment except for routine
contracts in the normal course of trading and has not made any
payment other than payments of a routine nature in the normal
course of trading or dividends provided for in the Accounts;

(c) there has been no material change in the manner in which the
Company conducts its business or in the assets or liabilities
(including contingent liabilities if any) of the Company
except for changes in assets or liabilities arising in the
normal course of trading;

(d) there has been no resolution of the members of the Company not
included in the statutory books, no written agreements between
the Company and its members and no material consents given to
the Company by its members;

(e) no dividends or other distributions (within the meaning of
Sections 209, 210 or 418 of T.A. 1988) have been declared,
paid or made by the Company, other than as provided for in the
Accounts;

(f) there has been no purchase by the Company of fixed plant,
machinery, or any other asset at a cost in excess of the then
market value thereof nor any sale by the Company of fixed
plant, machinery, or any other asset at a price less than the
said market value thereof;

(g) no debtor has been released by the Company on terms that he
pays less than the book value of his debt and no debt owing to
<PAGE> 54
the Company has been deferred, subordinated or written off or
has proved to any extent irrecoverable;

MANAGEMENT ACCOUNTS
(13) the management accounts of the Company for the period from and
including the Accounts Date to 31st October 1997 (copies whereof are
included in the Disclosure Documents) have been properly prepared on a
basis consistent with that previously adopted and show a reasonable
reflection of the Company's financial position at their dates;

ASSETS
(14) (a) all the assets which are included in the Accounts or have
been acquired since the Accounts Date (including book
debts owed to the Company) or which are used by the
Company (save for those subsequently disposed of or
realised in the normal course of trading) are in the
absolute ownership of the Company and the Company has a
good and marketable title thereto and none is the
subject of any hire or hire purchase, leasing,
factoring, conditional sale or credit sale agreement,
or agreement for payment on deferred terms or any
similar agreement or arrangement;

(b) all of the assets of the Company are in the possession or
under the control of the Company;

(c) the Company has not purchased any stock, goods or materials
from any of its suppliers on terms that property therein does
not pass until full payment is made or all indebtedness is
discharged;

(15) the assets used by the Company and the facilities and services to which
the Company has a contractual right comprise all of the assets,
facilities and services reasonably necessary for the carrying on of the
business of the Company in the manner in which it is presently carried
on;

(16) (a) all vehicles, plant, machinery, equipment, furniture,
fixtures and fittings owned or used by the Company are
suitable for their purpose, are so far as the
<PAGE> 55
Warrantors are aware in good repair and condition (fair
wear and tear excepted) and (where relevant) in working
order and are not surplus to the Company's
requirements; none so far as the Warrantors are aware
is dangerous or inefficient and the Company has not
received any notification to the effect that it has
done or omitted to do any act or thing in contravention
or breach of any duty under the Employers' Liability
(Defective Equipment) Act 1969, the Factories Act 1969
or the Health and Safety at Work etc., Act 1974;

(b) the Company has a complete and accurate record of all plant,
machinery, equipment and vehicles owned or possessed by it;

(17) all the stock-in-trade of the Company being the equipment used for the
purposes of the Company's business is in good condition and of
merchantable quality and, to the best of the knowledge, information and
belief of the Warrantors, free from any material defects (other than
any defects which arise solely out of designs and specifications
supplied by the purchasers thereof);

INSURANCE
(18) (a) all the assets and undertaking of the
Company of an insurable nature are and have at all material
times been insured with reputable insurers in amounts
representing their full replacement or reinstatement value
against fire and other risks normally insured against by
prudent persons carrying on the same or similar businesses
to those of the Company and so far as the Warrantors are
aware all risks of the Company normally insured by prudent
persons carrying on the same or similar businesses to those
of the Company are and have at all material times been
covered by insurance effected by the Company with reputable
insurers in adequate and prudent amounts and without
prejudice to the foregoing generality, the Company has
maintained all insurances required by statute;

(b) all the insurances of the Company are currently in full force
and effect and to the best of the knowledge, information and
<PAGE> 56
belief of the Warrantors nothing has been done or omitted to
be done which would or might render any such insurances void
or voidable or result in an increase of premium;

(c) none of the said insurances is subject to any special or
unusual terms or restrictions or to the payment of any premium
in excess of the normal rate; there is no insurance claim
pending or outstanding and there are no circumstances
subsisting which would or might give rise to any claim under
any of the said insurances; and without prejudice to the
foregoing warranties full details of all insurances effected
by the Company are disclosed in the Disclosure Documents;

SUBSIDIARIES
(19) since the date of its incorporation the Company has had no
subsidiaries;

SECURITY INTERESTS
(20) (a) except for the Subsisting Securities disclosed in the
Disclosure Documents, there is no Security Interest of any
kind or encumbrance on, over or affecting the whole or any
part of the undertaking or assets of the Company and there is
no agreement or commitment to give or create any of the
foregoing and no claim has been made by any person to be
entitled to any of the foregoing;

(b) for this purpose, Security Interest means any standard
security, mortgage, pledge, lien, hypothec (other than a
lien or hypothec arising in the ordinary course of trade in
respect of obligations which are not overdue) charge or
other encumbrance (in each case given, granted or allowed to
arise or subsist under any applicable law), the opening of
any account with bankers designated or earmarked for the use
of, or used for, making preferential payments pursuant to
Section 175 of the Insolvency Act 1986 (or similar provision
of any other applicable law) and any lease, assignation or
other agreement (in each case made or entered into under any
applicable law) the main purpose, or one of the main
purposes, of which is the giving or taking of security;
<PAGE> 57
BANK ACCOUNTS, INDEBTEDNESS, ETC.
(21) statements of the bank accounts and the credit or debit balances
thereon of the Company as at a date not more than 2 Business Days prior
to the Completion Date are annexed to the Disclosure Letter and the
Company has no other current, deposit or term loan accounts (whether in
credit or overdrawn) not included in such statements and since the date
of each such statement there has been no payment out of any such
account except for routine payments in the normal course of business
and the present balances on such accounts are not substantially
different from the balances shown on such statements;

(22) in relation to all overdrafts, loans or other financial facilities
outstanding or available to the Company, the Disclosure Letter sets
out adequate details of them and there are disclosed in the Disclosure
Documents accurate copies of all documents relating to such
facilities; so far as the Warrantors are aware there has been no
contravention of, or non-compliance with, any provisions of any of
such facilities; no steps for the early repayment of any indebtedness
have been taken or threatened; and there have not been, nor are there,
any circumstances known to the Warrantors whereby the continuation of
any of such facilities might be prejudiced, or which would or might
give rise to any alteration in the terms and conditions of any of such
facilities;

(23) (a) the Company has no outstanding loan capital nor has it
borrowed any money or incurred any indebtedness which it has
not repaid or satisfied nor has it lent or advanced any money
which has not been repaid to it nor does it own the benefit of
any debt (whether present or future) other than debts due to
it in respect of trading in the normal course of business;

(b) there have been no loans or transactions intended to operate
as loans between the Company and any director;

(24) (a) the Company is not now, nor has it by reason of default by
it become, bound or liable to be called upon to repay
prematurely any borrowed monies;
<PAGE> 58
(b) there is not now outstanding in respect of the Company any
guarantee or letter of offset or performance bond or agreement
for indemnity or for suretyship given by, or for the
accommodation of, the Company;

LITIGATION ETC.
(25) neither the Company nor so far as the Warrantors are aware any
person for whose acts and defaults the Company may be vicariously
liable is (in the case of any such person in respect of any such act
or default) involved or engaged in any litigation, proceedings or
arbitration (whether as pursuer or defender plaintiff or defendant or
otherwise) before any Court or tribunal nor, to the best of the
knowledge, information and belief of the Warrantors, is any such
litigation, proceedings or arbitration pending or threatened or
expected against the Company or any such person (in respect of any
such act or default) nor are there any facts known to the Warrantors
(no specific enquiry having been made) which would or might give rise
to any such litigation, proceedings or arbitration or to any dispute
and no claim for damages has been made against the Company;

(26) the Company is not being prosecuted for any criminal offence, nor is
any governmental or official investigation or inquiry concerning the
Company in progress or so far as the Warrantors are aware no specific
enquiry having been made, pending;

(27) so far as the Warrantors are aware there are no claims pending or
threatened against the Company by an employee or workman or third party
in respect of any accident or injury which are not fully recoverable
under the insurances disclosed in the Disclosure Documents;

(28) to the best of the knowledge, information and belief of the Warrantors,
no officer of the Company has been convicted of any crime with the
exception of minor offences in relation to road traffic matters;

(29) no diligence, distress, poinding, arrestment or execution or other
similar process has been levied and is outstanding against any of the

<PAGE> 59
property, rights and assets of the Company and to the best of the
knowledge, information and belief of the Warrantors, no circumstance
has arisen which could given rise to such;

CONTRACTS AND LIABILITIES
(30) (a) the Company is not a party to and has no liability
(present or future, contingent or otherwise) under or
beneficial interest in any deed, debenture, instrument,
guarantee, indemnity, letter of credit, suretyship, contract
for hire or rent, hire purchase, credit sale or conditional
sale agreement, agreement or commitment of any sort other
than:-

(i) contracts made in the ordinary course of business
and the usual contracts for the supply of
electricity, gas and telephones;

(ii) such contracts of service with its employees and
directors as are referred to in paragraph (59(g));

(iii) unpresented cheques drawn by it in the normal course
of business;

(b) full details of all material contracts and engagements
relating to the Company's business have been disclosed in the
Disclosure Letter;

(31) (a) to the best of the knowledge, information and belief of
the Warrantors the Company is not a party to any contract
which is of a loss making nature (that is to say, known to be
likely to result in a loss to the Company on completion of
performance) or which is of an onerous nature or cannot
readily be fulfilled or performed by it on time and without
undue or unusual expenditure of money or effort;

(b) full details of all contracts to which the Company is a party
having a term of twelve months or more or under which any
obligation may be required to be discharged more than twelve
months after the Completion Date have been disclosed in the
Disclosure Documents;
<PAGE> 60
(c) in relation to the current order book of the Company, to the
best of the knowledge, information and belief of the
Warrantors (no specific enquiry having been made), there are
no circumstances relating to the relevant customers which
could adversely affect the ability of the latter to implement
their obligations in accordance with their terms;

(d) there is not outstanding any offer, tender or quotation made
or given by the Company capable of unilateral act of any other
person of giving rise to any such contract as is described in
sub-paragraphs (a) and (b) of this paragraph;

(32) (a) the Company is not in default under any agreement or
arrangement to which it is a party or by which it is bound
nor has the Company committed any breach of contract or to
the best of the knowledge of the Warrantors statutory duty
or subordinate legislation or any delictual or other
unlawful act which could lead to a claim for damages or a
fine or penalty or other liability on the part of the
Company or an interdict or a prosecution against it and, to
the best of the knowledge, information and belief of the
Warrantors, no event has occurred which would entitle any
contracting or third party to rescind/resile from, avoid,
repudiate or otherwise terminate any material contract or
any benefit enjoyed by the Company;

(b) so far as the Warrantors are aware compliance with the terms
of this Agreement does not and will not conflict with or
result in the breach of or constitute a default under any of
the terms, conditions or provisions of any agreement or
instrument to which the Company is now a party or relieve any
other party to a material contract with the Company of its
obligations thereunder or enable it to determine its
obligations thereunder;

(c) to the best of the knowledge, information and belief of the
Warrantors, no party to any material contract in which the
Company is interested (whether as contracting party or
otherwise) is in breach thereof and no breach by such party
has been waived;
<PAGE> 61
(33) the Company is not a party to any contract or arrangement (other
than the Subsisting Securities) which (i) imposes any restriction on
its freedom to borrow or give security, dispose of assets or carry on
its business or (ii) includes any provisions imposing additional
obligations on it in the event of termination or accelerated
termination by it or (iii) so far as the Warrantors are aware, no
specific enquiry having been made, would entitle another party to
claim damages or compensation for breach thereof which would not be
calculated according to the normal principles of reparation or damages
under Scottish or English law for such breach;

(34) (a) except as required by Statute or implied by law the
Company has not given any guarantee or warranty or made any
representation in respect of any service rendered by it;

(b) no claim has been intimated to the Company in respect of any
guarantee, warranty or servicing obligation undertaken by it
in connection with the provision of any goods, products or
services;

(35) the Company has no capital commitments and it is not engaged in or
committed to any scheme requiring the expenditure of capital;

(36) the Company does not use on its business stationery, advertisements or
vehicles, or otherwise carry on business under, any name other than its
corporate name;

(37) all current selling, promotional and advertising material in respect of
any of the activities or business of the Company is not misleading;

(38) there is no agreement or arrangement which will result in the Company
becoming liable for any finder's fee, brokerage or other commission in
connection with the purchase of the Sale Shares;

CUSTOMERS, SUPPLIERS, AGENTS ETC.
(39) (a) no facts which are likely to make the loss of any
important customer or source or supply imminent are known to
the Warrantors having made no specific enquiry;
<PAGE> 62
(b) to the best of the knowledge, information and belief of the
Warrantors no specific enquiry having been made, neither this
Agreement nor Completion nor any other circumstance is likely
to affect, to the prejudice of the Purchaser or the Company,
the attitude or actions of any of the employees of the Company
or of any customer, supplier or other person contracting or
dealing with the Company;

(40) the entire terms of every agency, distributorship, dealership,
marketing, purchasing, licensing or management agreement or arrangement
to which the Company is a party have been disclosed in the Disclosure
Documents and also the standard terms and conditions (which may vary
from contract to contract) subject to which the Company provides goods
and services to its customers;

(41) the Company has not given any power of attorney or other authority
(express, implied or ostensible) which is still outstanding or
effective to any person to enter into any contract or commitment
(including, without limitation, pledging the Company's credit) or do
anything on its behalf (other than any authority of employees to enter
into routine contracts in the normal course of their duties);

COMPETITION
(42) the Company is not and has not been party to any agreement, arrangement
or practice
(a) registered or requiring registration under the Restrictive
Trade Practices Acts; or

(b) which so far as the Warrantors are aware infringes the
Restrictive Trade Practices Acts, the Fair Trading Act 1973,
the Monopolies and Mergers Acts or the Competition Act 1980;
or

(c) which is or a provision of which is unlawful under the Resale
Prices Act 1976; or
<PAGE> 63
(d) which contravenes or requires notification under Article 85
or 86 of the Treaty of Rome; or

(e) which infringes any other anti-trust or competition
legislation in any country in which the Company transacts
business;

(43) the Company has not received any process, notice or communication
(formal or informal) by or on behalf of the Office of Fair Trading, the
Monopolies and Mergers Commission, the Secretary of State for Trade and
Industry or the European Commission (or any other authority of any
country, or any political or administrative sub-division thereof,
having jurisdiction in anti-trust matters) in relation to any aspect of
any of its business or any agreement or arrangement to which it is, or
is alleged to be, a party;

LICENCES ETC.
(44) none of the activities or businesses of the Company requires any
licence, authorisation or consent which has not been obtained and all
licences, authorisations or consents which have been obtained are not
limited in duration or subject to onerous conditions and remain valid
and in full force and effect and copies of all such licences,
authorisations and consents material to the carrying on of the
business of the Company as it is now conducted are disclosed in the
Disclosure Documents and so far as the Warrantors are aware all
reports, returns and information required by law or as a condition of
any licence, authorisation or consent to be made or given to any
person or authority in connection with the business of the Company
have been made or given to the appropriate person or authority and
none of the Warrantors knows of any factor or circumstance which might
in any way prejudice the continuance or renewal of any of those
licences, authorisations or consents;

(45) the Company does not have and has never required a licence under the
Consumer Credit Act, 1974 or the Data Protection Act 1984;

TITLE TO AND MATTERS AFFECTING THE PROPERTIES
(46) (a) the brief particulars of the Lease set out in Part 3 of the
Schedule are true and correct and the Company is the tenant
of the Leasehold Property under the Lease and has and will
<PAGE> 64
at the Completion Date and Completion have actual good and
marketable title to the Leasehold Property free of any lease
(other than and subject to the terms of, the Lease),
sub-lease, tenancy, franchise, concession or licence or
other third party rights of occupancy or possession actual
or future or any option, right of pre-emption, right of
redemption, security, charge, diligence or encumbrance
whatsoever; there are no over-leases or interposed leases
affecting the Leasehold Property or any of them;

(b) (i) the Company has and will at the Completion Date
and Completion have actual and vacant
possession of the whole of the Properties;

(ii) the Properties comprise all the land and buildings
owned, controlled, used or occupied by the Company in
connection with its business and use, actual or
proposed, and the Company has not contracted nor is
in the course of negotiating a contract for the sale,
lease, option, grant of security or other rights
whatsoever or any other disposal of any part or parts
thereof or for the acquisition of any interest in any
other land or buildings or rights thereto;

(iii) there are no other lands, premises or properties for
which the Company has continuing or outstanding
liability by virtue of privity of contract, joint
and/or several liability, surety, guarantee or
otherwise;

(d) (i) to the best of the Warrantors knowledge and
belief all (if any) land obligations, real burdens
and conditions affecting the Properties have been and
will at the Completion Date and Completion be duly
complied with and (except in so far as of a
continuing nature) fully and properly implemented;
<PAGE> 65
(ii) so far as the Warrantors are aware there are no known
circumstances which would entitle or require any
person whatsoever to exercise powers of entry or take
possession or other enforcement action or which would
or could otherwise restrict or terminate the
continued peaceful possession and/or occupation of
the whole of any of the Properties or any parts
thereof;

(iii) during the Company's occupation of the Properties
there have been no disputes with adjoining
proprietors or third parties concerning items common
to the Properties and adjacent/neighbouring premises
or accesses affecting the Properties or such
premises;

(e) (i) so far as the Warrantors are aware all services
for (including, without limiting the generality of
the foregoing, water, gas (if any) and electricity
supplies and the drainage and sewerage facilities)
and fixed equipment in the Properties are and will at
the Completion Date and Completion be adequate (for
the purposes of the Company's business) and in good
working order and condition commensurate with their
age;

(f) (i) the Properties and the operations and proposed
operations of the Company and any development thereon
comply with all relevant statutory or other
requirements and in particular, but without prejudice
to the generality of the foregoing, the requirements
of the Town and Country Planning (Scotland) Acts, the
Factories Acts, the Public Health Act 1963, the Fire
Precautions Act 1971, the Health and Safety at Work,
etc. Act 1974, the Control of Pollution Act 1974 and
the Environmental Protection Act 1990;

(ii) the Company has received no Notices, Orders,
Proposals, Requisitions, Requirements, Compulsory
Purchase Proposals or Procedures or others affecting
the Property or any part thereof or the use thereof
by any Local or other Authority or Body or by any
third party issued under or in pursuance of any
<PAGE> 66
statute, statutory instrument, regulation, by-law or
others which remain unimplemented;

(iii) there is no Agreement under Section 50 of the Town
and Country Planning (Scotland) Act 1972 or Section
69 of the Local Government (Scotland) Act 1973
affecting the Properties or any interest of the
Company therein;

(g) none of the Properties are affected by any occupancy rights in
terms of the Matrimonial Homes (Family Protection) (Scotland)
Act 1981;

(h) there are no disputes or litigation or threatened litigation
in respect of the interest of the Company in the Properties
and the Warrantors have no knowledge of any matter likely to
give rise to dispute or litigation. Without prejudice to the
generality of the foregoing, there are no subsisting
interdicts affecting the Properties in any way;

(i) the Company does not have any existing or contingent
liabilities in respect of any properties previously occupied
by it or in which it owned or held any interest including,
without limitation, leasehold properties assigned or otherwise
disposed of;

(j) no variation of, or amendment to or deed in any way affecting
the Lease has been entered or will, prior to the Completion
Date and Completion, be entered into by the Company except for
(i) the deeds disclosed in the Disclosure Documents and (ii)
such other deeds as may be entered into with the prior written
consent of the Purchaser;

(k) at the date of grant of the Lease and at the date of grant of
any other deed supplemental or relevant thereto, the landlords
thereunder had a good marketable title and had secured all
necessary third party consents or approvals to the grant of
the same;

(l) throughout the period of the Lease and any continuation or
extension thereof, the tenants thereunder have had exclusive
physical possession of the Leasehold Property and the
<PAGE> 67
Leasehold Property include all necessary and desirable rights
over adjoining land for the purposes of the Company's business
and use, actual and/or proposed;

(m) the tenants' obligations under the Lease have been and
will at the Completion Date and Completion have been duly
and timeously implemented, observed and performed and,
without limiting the generality of the foregoing, the whole
of any fitting out obligations have been complied with,
rents and other sums due and payable under the Lease have
been and will at the Completion Date and Completion have
been fully paid up to date (without lump sum commutation or
otherwise) and there are and will at the Completion Date and
Completion be no outstanding claims, schedules or notices of
any kind by or from the landlords and the landlords' right
of irritancy or forfeiture has not and will not at the
Completion Date or Completion have become exercisable and no
circumstances have arisen giving right to competent exercise
of such rights;

(n) no alterations or additions to the Leasehold Property have
been carried out by or on behalf of the Company except with
all such approvals and consents as are required in terms of
the Lease (and any documents or titles referred to therein);

(o) (i) so far as the Warrantors are aware (no specific
enquiry having been made) nothing has been or will at
the Completion Date and Completion have been done or
omitted to be done which would make the policies of
insurance of the Leasehold Property void or voidable
or which would otherwise prejudicially affect the
same and there are no outstanding claims or
liabilities in respect of such policies;

(ii) so far as the Warrantors are aware (no specific
enquiry having been made) nothing has been or will at
the Completion Date and Completion, have been done or
omitted to be done which does or which could entitle
the insurers to (a) withhold payment under the
policies or (b) subrogation rights;
<PAGE> 68
(p) there is and will at the Completion Date and Completion be no
agreement or arrangement with the landlords under the Lease
for the payment or sharing of any regional development grants
or other like grants or allowances which could affect the
amount of rent payable under the Lease or impose a liability
on the Company to make any repayments in respect of monies
which it has not received;

(q) there are no outstanding applications to the landlords under
the Lease for consent or approval;

(r) there are no outstanding or incomplete rent reviews under the
Lease in respect of which the review date had passed or action
is required prior to that date to safeguard the position of
the Company;

(s) the landlords under the Lease have elected to charge Value
Added Tax on any rent or other sums due under the Lease;

ENVIRONMENTAL MATTERS
(47) (a) the Company has not carried on or been engaged in, nor
does it carry on or engage in, any business or other activity
which has required or does require the authorisation, consent,
licence or other approval of any regulatory body or authority,
or third party, pursuant to any Environmental Law;

(b) neither the Company nor the Warrantors, have received
any notice, intimation or other communication from any
regulatory body or authority nor from any other third party,
to the effect that the Company or any part of its business
or property are or might potentially be affected by any
claim, liability, obligation, proceeding, cost or other
adverse circumstance arising or having potential to arise
under or pursuant to any Environmental Law and to the best
of the Warrantors' knowledge, information and belief there
have not at any time been, nor are there currently, any
circumstances in existence whereby any such notice,
<PAGE> 69
intimation or other communication might be served or any
such claim or other liability might arise affecting the
Company or its respective business or property;

(c) the Company has complied with its duty of care (under Section
34 of the Environmental Protection Act 1990) with respect to
its waste;

INTELLECTUAL PROPERTY
(48) the Disclosure Letter contains true, complete and accurate lists of all
registered Intellectual Property rights held or beneficially owned
solely by the Company or jointly or in common with others;

(49) (a) the granted patent rights listed in the Disclosure Letter
are valid, subsisting and not subject to any application for
cancellation or amendment and the other registered rights
listed in the Disclosure Letter are valid, subsisting and to
the best of the knowledge, information and belief of the
Warrantors not subject to any application for cancellation or
amendment;

(b) no act has been done or omitted to be done by the Company and
no event has occurred whereby any of the granted patent rights
listed in the Disclosure Letter are likely to be declared void
or invalidated and to the best of the Warrantors' knowledge,
information and belief no event has occurred whereby any of
the other registered rights listed in the Disclosure Letter
are likely to be declared void or invalidated or which is
likely to prevent the grant of a valid patent, trade mark,
service mark, design or other right pursuant to a pending
application;

(c) there is no litigation or similar proceeding (whether legal or
administrative) pending involving any of such registered
rights or to the best of the knowledge, information and belief
of the Warrantors any circumstance likely to give rise to any
such proceeding;

(50) (a) no person has been authorised to make any use whatsoever
of any Intellectual Property right owned by the Company; and,
save as disclosed in the Disclosure Letter the Company has not
<PAGE> 70
been granted any licence or right under or in respect of any
Intellectual Property rights;

(b) the licences disclosed in the Disclosure Documents in respect
of the Intellectual Property which is used in the operations
of the Company are valid and subsisting;

(c) to the best of the knowledge, information and belief of the
Warrantors, the Company has not without having received
appropriate licences, manufactured, sold, supplied or
developed anything the subject of any Intellectual Property
rights or which could not be so made, sold, dealt in, used or
reproduced by the Company without infringing any Intellectual
Property right of any third party;

(d) there has been no actual or threatened infringement (including
misuse of Know-How) by any third party of any of the
Intellectual Property rights owned or used by the Company;

(e) all steps taken by the Company to obtain protection for any
Intellectual Property right or analogous right to which it may
be entitled are disclosed in the Disclosure Letter;

(f) the Company has not to the best of the knowledge, information
and belief of the Warrantors, disclosed to any person to whom
disclosure of the same would be improper any of the Company's
Know-How;

(51) the Computer Software used by the Company for carrying on its business
is fit for that purpose and, subject to proper use, care and
maintenance, will continue to permit the Company to fulfil its
obligations to its customers;

(52) the Company is not a party to any secrecy, confidentiality or other
agreement presently in force which may restrict the use or disclosure
by the Company of any confidential information;
<PAGE> 71
COMPUTERS
(53) so far as the Warrantors are aware all the computers and computer
systems (including, without limitation, software, peripherals, storage
media and communication links) owned by or used by or on behalf of the
Company:-

(a) are (save for software licensed to the Company) owned by the
Company, are under its sole control and are not (save for its
joint venture partners) shared with or used by or on behalf of
or accessible by any other person;

(b) have adequate capacity for the Company's present and
reasonably foreseeable future needs;

(c) are in full operating order and are fulfilling the purposes
for which they were acquired or set up in an efficient manner
without material downtime or errors;

(d) have adequate security, back-ups, duplication, hardware and
software support and maintenance (including emergency cover)
and trained personnel to ensure:-

(i) that there are no breaches of security and that
errors and breakdown are kept to a minimum; and

(ii) that no material disruption will be caused to the
business of the Company or any material part thereof
in the event of a breach of security, error or
breakdown;

(54) with regard to all the software used on or stored or resident in the
said computers or computer systems:-

(a) in the case of software written or commissioned by the
Company, the copyright therein is owned exclusively by the
Company, no other person has rights in such software or rights
<PAGE> 72
to use or make copies of the software or source codes and
complete written listings and written copies of the source
codes for the software are held by the Company;

(b) in the case of standard packaged software "purchased
outright", the use thereof is licensed to the Company on an
express or implied licence which does not require the Company
to make any further payments, is not terminable without the
consent of the Company and which imposes no material
restrictions (save as to copying) on the use or transfer of
the software;

(55) all the said software

(a) so far as the Warrantors are aware is lawfully held and used
and its use does not infringe the copyright or other
intellectual property rights of any person and all copies of
it have been lawfully made;

(56) so far as the Warrantors are aware the Company has sufficient employees
who are adequately trained to enable the said computer systems to be
used and operated at the capacity required by the Company to meet its
daily operational requirements;

(57) all records and data stored by the Company by electronic or magnetic
means are capable of ready access through the present computer systems
of the Company;

(58) neither the performance nor the functionality of the computer systems,
software controlled equipment used in the business as at the date of
this Agreement shall be affected by dates prior to or after 1 January
2000 or by the date 1 January 2000 itself;

EMPLOYEES
(59) (a) full details of the Company's employees and of their terms
of employment (including names, ages, gender, length of
service, wage or salary and basis of calculation and payment
thereof, bonuses, holiday entitlement and pension
arrangements) and of all current and pending negotiations
<PAGE> 73
with the Senior Employees or any of them concerning such
terms of their employment (including their remuneration) are
set out in or annexed to the Disclosure Documents and there
are no outstanding arrears of salary, wages, holiday pay or
other remuneration;

(b) details of the changes made in terms of employment by the
Company since the Accounts Date (other than those required by
law) are set out in the Disclosure Documents;

(c) since the Accounts Date, no change has been made or agreed to
be made in the remuneration or other terms of engagement of
any director of the Company or Senior Employee;

(d) full details of any material benefit which the Company has
provided or is bound to provide to any employee otherwise than
in cash, and of any benefit received by any employee in cash
which is related to sales, profits or performance, or which is
otherwise variable (other than normal overtime), are set out
in the Disclosure Documents ;

(e) the Company has not registered (or applied to register) a
profit related pay scheme under Chapter III of Part IV T.A.
1988 and the Company is not named as an employer in relation
to a profit related pay scheme registered under that Act and
the Company is not named in an application to register a
profit related pay scheme under that Act;

(f) a copy of the Company's standard terms and conditions of
employment has been disclosed in the Disclosure Documents;

(g) there are no employees or directors of the Company employed or
engaged to render services under contracts (whether written or
unwritten) of service or for services which cannot be
terminated on six months' notice or less without payment of
damages or compensation, other than compensation payable in
accordance with the Employment Rights Act 1996;
<PAGE> 74
(h) none of the Senior Employees has given notice to terminate, or
is under notice of termination of, his contract of employment;

(i) full details of all recognition, procedural or any other
agreements if any between any recognised independent trade
union and the Company existing at the date hereof are set out
in the Disclosure Letter;

(j) no dispute has arisen since the Accounts Date between the
Company and a material number or category of its employees and
to the best of the Warrantors' knowledge, information and
belief there are no present circumstances which are likely to
give rise to any such dispute;

(k) there are not now outstanding any contracts of service between
the Company and any director or employee in relation to which
any relevant requirements of Section 319 Companies Act 1985
have not been complied with;

(60) none of the Warrantors and, to the best of the knowledge, information
and belief of the Warrantors, none of the employees of the Company, has
any interest in any business competing with the business of the Company
other than by a holding of shares in a quoted company which does not
amount to more than 5% of the share capital of any such company
carrying the entitlement to vote at general meetings thereof;

PENSIONS
61. (a) other than under the Pensions Arrangements, or as
disclosed, the Company does not contribute to any arrangement
(nor as at Completion will it become liable to contribute to
any arrangement) for the payment of, nor is it under any
obligation to pay, provide, procure the provision of, or
contribute towards

(i) any relevant benefits within the meaning of Section
612 of the Income and Corporation Taxes Act 1988 for
or in respect of the Employees; or

(ii) benefits of any kind payable to or in respect of any
of the Employees on retirement, death, disability,
sickness or other similar circumstances;
<PAGE> 75
(b) the Company is not making - and has not regularly made - any
ex gratia payments to any of the Employees of a sort which the
Purchaser or the Company would be required to make in future
in accordance with good industrial relations practice whether
or not there is any legal obligation to do so;

(d) so far as the Warrantors are aware, the records of the
Pensions Arrangements have been properly and accurately
maintained;

(e) no undertaking or assurance has been given to any Employee as
to the continuance or introduction or increase or improvement
of any rights or entitlements in relation to the Pensions
Arrangements which the Purchaser or the Company would be
required to implement;

(f) no claim (including for this purpose an unresolved complaint
or reference to the Pensions Ombudsman or to any other
Ombudsman, Tribunal or conciliation service) has been made or
threatened against the Company or any other employer
participating in the Pensions Arrangements or any Trustees or
so far as the Warrantors are aware any providers of the
Pensions Arrangements (other than routine claims for
benefits);

(g) full details of the Pensions Arrangements have been given to
the Purchaser in the form of:-

(i) copies of all current trust deeds and rules governing
or relating to the Group Life Assurance Scheme and
the Widows Pension Benefits Scheme;

(ii) copies:

(1) of all explanatory literature issued to
Employees in connection with the Group Life
Assurance Scheme and the Widows Pension
Benefits Scheme; and

(2) of any explanatory literature issued to
Employees by or on behalf of the Company in
connection with any other Pensions
Arrangements;
<PAGE> 76
(iii) copies of any announcements to Employees relating to
pensions matters in respect of benefit improvements
or other amendments not yet incorporated into the
governing documentation of the Pensions Arrangements;

(h) all benefits (other than refunds of contributions and
repayments of funds intended for the provision of retirement
benefits) payable under the Pensions Arrangements on the
death of a member and all benefits payable during periods of
sickness or disability of any of the Employees are to the
knowledge of the Warrantors (no specific enquiry having been
made) fully insured under a policy which will pay out the
necessary amounts in the contingency in question effected
with an insurance company of good repute and each such
Employee has as far as the Warrantors are aware (no specific
enquiry having been made) been covered for such insurance at
the insurance company's normal rates and on its normal terms
for persons in good health;

(i) (i) the Group Life Assurance Scheme is approved (or
is capable of approval and an application for
approval was submitted timeously after the Plan's
commencement) as an exempt approved scheme within the
meaning of Section 592 of the Income and Corporation
Taxes Act 1988 and has at all times been administered
in accordance with the requirements applicable to
such exempt schemes;

(ii) the Widows Pension Benefits Scheme is approved as an
exempt approved scheme within the meaning of Section
592 of the Income and Corporation Taxes Act 1988 and
has at all times been administered in accordance with
the requirements applicable to such exempt shares;
and

(iii) to the best of the Warrantors' knowledge and belief
any other Pensions Arrangements are approved or
provisionally approved as personal pension schemes
under Chapter IV of Part XIV of the Income and
Corporation Taxes Act 1988;

(j) all retirement benefits payable under the Pensions
Arrangements are of a "defined contribution" nature, that is
to say that the contributions paid to them are not dependent
upon the performance of investments held under the Pensions
Arrangements but rather are set either in accordance with the
<PAGE> 77
Employees' contracts of employment or at the discretion of the
Company and the benefits which they secure are not guaranteed
in any way by means of a final salary promise or otherwise;

(k) no employments or categories of employment with the Company
are contracted out of the State Earnings Related Pension
Scheme and no promises or undertakings have been given which
could result in such employments or categories of employments
being so contracted-out;

(l) the information which has been supplied in relation to the
Employees and the contributions to and benefits under the
Pensions Arrangements is true and complete;

(m) the Pensions Arrangements do not and have not been operated
in such a way as to directly or indirectly discriminate
between male and female employees as regards eligibility,
the rates of contributions and the amounts of any benefits
provided or the dates on or from which the benefits are to
be or may be provided in any way which is contrary to
Article 119 of the Treaty of Rome or any corresponding
domestic legislation; for the avoidance of doubt it is
acknowledged by all parties and specifically excepted from
the foregoing provision that under money purchase
arrangements annuity rates which differ as between the sexes
may be available ;

(n) the Pensions Arrangements do not and have not been operated in
such a way as to directly or indirectly discriminate between
Employees in any other unlawful manner as regards eligibility,
the rates of contributions and the amounts of any benefits
provided or the dates on or from which the benefits are to be
or may be provided;

(o) the Pensions Arrangements comply with and have at all times
been administered in accordance with the Pension Schemes Act
1993, the Pensions Act 1995 and all other applicable laws,
regulations and requirements including, where applicable,
those of trust law;

(p) the Company and / or the trustees of the aftermentioned
Schemes have in their possession and under their control the
originals of all the governing documents of the Group Life
Assurance Scheme and the Widows Pension Benefit Scheme, the
<PAGE> 78
records and books of those Schemes are under the control of
those parties and they are complete and up to date and have
been maintained in accordance with best practice;

INSIDER CONTRACTS
(62) there is not subsisting and there has never been any contract or
arrangement to which the Company is or was a party and in which any of
its directors is or has been interested, directly or indirectly, and
neither the profits nor the financial position of any member has been
affected by any contract or arrangement of the Company which is or was
not on an entirely arm's length basis;

(63) the Company has not made any loans to any director of the Company
and/or any person connected with any of them as described in Section
839 T.A. 1988; there is no agreement or arrangement under which any
amounts are owing by the Company to any present or former director or
secretary of the Company (other than in respect of remuneration accrued
due or reimbursement of business expenses);

COMPLIANCE
(64) the Company has conducted its business and corporate affairs in
accordance with its Memorandum and Articles of Association and to the
best of the Warrantors' knowledge, information and belief with all
applicable laws and regulations of the United Kingdom or any foreign
country;

(65) neither the Company nor, to the best of the knowledge, information and
belief of the Warrantors, any of its officers has committed any
criminal, illegal or unlawful act or defaulted with respect to any
statute, regulation, order, decree or judgement of any court or any
governmental agency of the United Kingdom or any foreign country which
could have a material adverse effect on the assets or business of the
Company;

(66) the Company is not subject to any order, decree or judgement given by
any court or governmental agency which has not been satisfied or party
to any undertaking or assurance given to any court or governmental
agency which is still in force;

GRANTS OR ALLOWANCES
(67) particulars of all grants or allowances paid or made to the Company
during the last six years by, and of all outstanding claims by the

<PAGE> 79
Company for any grant or allowance from, any supranational, national or
local authority or governmental agency in the United Kingdom or the
Republic of Ireland or the European Community are set out in the
Disclosure Documents ;

(68) no act or transaction has been effected in consequence whereof the
Company is or may be held liable to refund or forfeit in whole or in
part any investment grant, regional development grant, interest relief
grant or any other grant received by virtue of any statute or in
consequence whereof any such grant will or may be reduced and
Completion will not necessitate such refund, forfeit or reduction;

DOCUMENTS
(69) so far as the Warrantors are aware all documents (including documents
of title) in the enforcement of which the Company is interested are
valid and have been properly stamped and where necessary have been duly
registered and are in the control or possession of the Company;

INFORMATION
(70) (a) the information contained in Recitals (A) and (B) and
Parts 2, 3 and 4 of the Schedule is true, complete
and accurate in all material respects;

(b) the copy of the Memorandum and Articles of Association of the
Company disclosed to the Purchaser's Solicitors is accurate
and complete in all respects and has annexed or incorporated
copies of all resolutions or agreements required by the
Companies Act 1985 to be so annexed or incorporated and
fully sets out all rights attaching to each class of the
share capital of the Company and the register of members and
other statutory books of the Company have been properly kept
and contain a true, complete and accurate record of the
matters which should be dealt with therein and no notice or
allegation that any of the same is incorrect or should be
rectified has been received;

(c) all returns, resolutions and other documents required to be
filed with or delivered to the Registrar of Companies or the
<PAGE> 80
Department of Trade and Industry by the Company have been
correctly and properly prepared and so filed or delivered;

INSOLVENCY
(71) no order has been made and no petition has been presented or resolution
proposed or passed for the winding up or administration of the Company,
no receiver (or administrative receiver) or administrator or judicial
factor has been appointed by any person of the undertaking or assets of
the Company or any part thereof and there is no unfulfilled or
unsatisfied decree or court or tribunal order outstanding against it,
nor is the Company unable to pay its debts within the meaning of
Section 123 of the Insolvency Act 1986 nor has it stopped paying its
debts as they fall due;

TAXATION

(72) (a) the Company has duly and correctly, within the statutory time
limits, made all returns and given or delivered all notices,
accounts and information which ought to have been made or
given or delivered to the appropriate Tax Authority,
including (without prejudice to the generality of the
foregoing) the Inland Revenue and H.M. Customs and Excise
and so far as the Warrantors are aware none of such returns,
notices, accounts or information is or is likely to become
disputed or questioned by the Tax Authority concerned nor is
any such dispute or question contemplated at the date hereof
with regard to liability (actual or contingent) assessable
on the Company at the date hereof;

(b) valid claims and letters of consent have been submitted within
the statutory time limits for all available reliefs from tax
and valid notices of appeal have been submitted in accordance
with statutory time limits against all assessments to tax the
amount of which is estimated or otherwise not correct and any
tax charged under any assessment which has not been finally
determined has either been paid or properly and validly
postponed;

(c) no appeals by the Company against assessments or
determinations of losses by any Tax Authority are undetermined
or are the subject of appeal;
<PAGE> 81
(73) all National Insurance contributions, income tax, corporation tax and
other sums including interest and/or penalties payable to the Inland
Revenue, whether under the PAYE system or otherwise, which have become
due and payable by the Company up to the date hereof have been duly
paid and proper records have been maintained in respect of all the
matters in this paragraph contained and such records are true, complete
and accurate in all respects;

(74) the Company has properly operated the PAYE system and has accounted to
the Inland Revenue for all tax so deducted and for all tax chargeable
on benefits provided to its employees or former employees;

(75) (a) all liabilities, whether actual, deferred, contingent or
disputed, of the Company for income tax or corporation tax
measured by reference to actual or deemed taxable profits
(including both income and chargeable gains) made or deemed
to have been made on or before the Accounts Date, and for
any other taxes, duties or other fiscal impositions of any
kind whatsoever (including any interest on any such amounts
and any penalties or charges imposed in relation to such
amounts) whether arising under any law of the United Kingdom
or any part thereof or any law of any other jurisdiction and
whether incurred as principal, agent or trustee, are fully
provided for or (as appropriate) disclosed in the Accounts;

(b) full disclosure has been made in the Disclosure Letter
of the differences between the accounting and tax
treatment of items in the Accounts;

(76) since the Accounts Date;
(a) no transaction has been entered into or engaged in by the
Company which has given or may give rise to a liability to Tax
on the Company (or would have given or might give rise to such
a liability but for the availability of any relief, allowance,
deduction or credit) other than corporation tax on normal
trading income (and not chargeable gains or deemed income)
arising from transactions entered into in the ordinary course
of business as currently carried on by the Company;

(b) a further tax accounting period (as defined by Section 12
T.A. 1988) of the Company has not ended;
<PAGE> 82
(c) no bonuses (or other payments) other than normal salaries have
been paid to directors or employees of the Company;

(d) there have been no pension scheme refunds or transfers of
assets out of the Pension Scheme to the Company in terms of
Section 601 and Schedule 22 T.A. 1988;

(e) the Company has not been released within the terms of Section
94 T.A. 1988 from the whole or any part of any debt for which
a deduction has previously been allowed in computing the
taxable profits of its trade;

(77) (a) the Company has complied with all statutory provisions and
regulations relating to Value Added Tax and to goods, services
and/or sales taxes and/or custom duties or their equivalent in
any jurisdiction and has duly paid or provided for all amounts
of Value Added Tax and for goods, services and/or sales taxes
and/or customs duties or their equivalent in any jurisdiction
for which the Company is liable;

(b) the Company has not committed any offence contrary to Section
72 or Section 60 V.A.T.A. 1994 nor has it received any penalty
liability notice pursuant to Sections 64(2) and (3) of
V.A.T.A. 1994, surcharge liability notice pursuant to Section
59 V.A.T.A. 1994, written warning issued pursuant to Section
76(2) or incurred a penalty under Section 63 F.A. 1985;

(c) the Company is not and has not been a member or registered as
a member of a group of companies for the purposes of V.A.T.A.
1994 and no act or transaction has been effected in
consequence whereof the Company is or may be held liable for
any Value Added Tax chargeable against some other company;

(d) no supplies have been received or will be received by the
Company prior to Completion to which the provisions of Section
8 V.A.T.A 1994 might apply;

(e) all input tax for which the Company has claimed credit has
been paid by the Company in respect of supplies made to it
relating to goods or services used or to be used for the
purpose of the Company's business;
<PAGE> 83
(f) all supplies made by the Company are taxable supplies and the
Company is not and will not be denied credit for any input tax
by reason of the operation of Section 26 V.A.T.A. 1994 and
regulations made thereunder;

(g) the Company is not and has not at any time been required to
give security for payment of Value Added Tax under V.A.T.A.
1994, Schedule 11, paragraph 4;

(h) the Company is not and will not become liable for Value
Added Tax by virtue of Section 47 V.A.T.A. 1994;

(i) neither the Company nor any of its relevant associates
(as defined in Schedule 10 paragraph 3(7) V.A.T.A. 1994) has
made nor will make prior to Completion any elections under
Schedule 10 paragraph 2 V.A.T.A. 1994;

(j) the Company does not own any capital items to which part XV of
the Value Added Tax (General) Regulations 1995 apply;

(k) all claims for bad debt relief that could have been made have
been made and full details of all such claims are set out in
the Disclosure Letter;

(78) (a) any overseas VAT suffered shown as recoverable in the
Accounts has been recovered;

(b) the Company does not have an interest in any property which
could give rise to a charge to Value Added Tax under paragraph
5 of Schedule 10 V.A.T.A. 1994;

(79) all clearances obtained by the Company have been properly obtained and
all information supplied to the Inland Revenue or other appropriate
authority in connection with such clearances was complete and accurate
in all respects when given and at the time of the transaction and any
transaction for which such clearance was obtained has been carried out
only in accordance with the terms of the clearance given therefor and
the application on which the clearance was based;

(80) the Company has made all applicable tax deductions which it is obliged
or entitled to make from any payments made by it including (without
<PAGE> 84
prejudice to the generality of the foregoing) deductions under Sections
349 and 43 T.A. 1988 and has accounted in full to the appropriate Tax
Authority for all amounts deducted as aforesaid;

(81) (a) the Company has not paid or agreed to pay any compensation
for loss of office or any gratuitous payments not wholly
deductible in computing the profits of the Company for the
purposes of corporation tax;

(b) all sums payable under any obligation incurred by the
Company prior to Completion and which will continue to bind
the Company after Completion will continue to be deductible
for corporation tax purposes, either in computing the
profits of the Company or in computing the corporation tax
chargeable on the Company and such sums payable by the
Company shall include, without limitation, all remuneration
and other sums (including any payments made directly or
indirectly in consideration or in consequence of, or
otherwise in connection with, the termination of the holding
of any office or employment) paid or payable and all
benefits provided or agreed to be provided to employees or
officers of the Company and all interest, rent, royalties,
annuities and other annual payments paid or payable by the
Company under any loan agreement, lease, contract, covenant
or other commitment or arrangement;

(82) (a) except as disclosed by the Accounts or save in so far as
full provision is made therein in respect of any chargeable
gains, realised development values or balancing charges
which would arise or accrue in respect of any such asset or
machinery and plant on a disposal thereof at the values at
which they are included therein, no asset is included in the
Accounts at a value such that if that value were obtained on
the disposal or deemed disposal of the asset a chargeable
gain or realised development value or balancing charge would
or might arise or accrue;

(b) the Company has and all other necessary persons have made all
necessary elections and claims required to be made on their
respective parts in respect of the grant to the Company of all
capital allowances for which the Company is eligible;

(c) the Company has not elected to have any assets treated as
short life assets under Section 37 Capital Allowances Act
1990;
<PAGE> 85
(d) full details have been supplied in the Disclosure Letter of
disclaimers of first year allowances and writing down
allowances on plant and machinery under Sections 22(7-9), 24
and 25 Capital Allowances Act 1990 and of any reduction of
initial allowance on industrial buildings under Section 1(5)
Capital Allowances Act 1990;

(e) the Company is not, nor could be, in dispute with any person
as to the entitlement to capital allowances under Section 51
Capital Allowances Act 1990;

(f) the Company has sufficient records to enable it to calculate
the liability to Tax which would arise on any disposal or
realisation of any asset owned by the Company at the Accounts
Date or acquired since that date but before Completion;

(g) the Company has not incurred any expenditure on the
provision of machinery or plant for leasing;

(83) the Company has not made any disposal which has required or may require
any computation under Section 42 T.C.G.A. 1992 (part disposals);

(84) no claims have been made under Section 24 T.C.G.A. 1992 (negligible
value claims);

(85) no asset owned, or agreed to be acquired, by the Company (other than
plant and machinery in respect of which it is entitled to capital
allowances) is a wasting asset within Section 44 T.C.G.A. 1992 (wasting
assets);

(86) the Company has not incurred a capital loss on a transaction with a
connected person under Section 18(3) T.C.G.A. 1992 (disposal to
connected person);

(87) the Company has not acquired any debt such that a loss on a disposal of
the debt will not be an allowable loss under Section 251(4) T.C.G.A.
1992 (debts acquired from connected person);

(88) no chargeable gains will accrue to the Company on the disposal of
debts, other than debts on a security, under Section 251 T.C.G.A. 1992;
<PAGE> 86
(89) the Company has not claimed any relief for a loss under Section 253
T.C.G.A. 1992 (loans to traders);

(90) no claims have been made under Section 23 T.C.G.A. which would affect
the amount of the chargeable gain or allowable loss which would, but
for such claim, have arisen on a disposal of any of the Company's
assets (capital sums: compensation and insurance);

(91) there have been no reorganisations, conversions or reconstructions
whereby Section 116(1) T.C.G.A. 1992 might apply to a corporate bond
held by the Company;

(92) no part of the consideration given by the Company for a new holding of
shares will be disregarded by virtue of the provisions of or exceptions
to Section 128(2) T.C.G.A. 1992;

(93) (a) no election under Section 35(5) T.C.G.A. 1992 has been
made (whether by the Company, the Vendors, or any other
person) which will apply to disposals made by the Company
(rebasing to 1982);

(b) no period has expired, being a period in which an election
under Section 35(5) T.C.G.A. 1992 in respect of the Company
could have been made, without the election being made;

(c) where an election under Section 35(5) T.C.G.A. 1992 in respect
of the Company could be made and has not yet been made, the
Disclosure Letter gives details of the "first relevant
disposal" and the date when the period for making such an
election expires;

(94) the Company has not at any time:-
(a) repaid, redeemed or purchased or agreed to repay or redeem or
purchase any shares of any class of its share capital or
otherwise reduced or agreed to reduce its issued share capital
or any class thereof; or

(b) capitalised or agreed to capitalise, in the form of shares or
debentures or other securities or in paying up any amounts
unpaid on any shares, debentures or other securities, any
profits or reserves of any class or description or passed or
agreed to pass any resolution to do so;
<PAGE> 87
as provided in Sections 209 to 211 T.A. 1988;

(95) the Company has not been engaged in, or been a party to, any of the
transactions in Sections 213 to 218 T.A. 1988 (demergers) and has not
made or received a chargeable payment as defined in Section 214 T.A.
1988 (chargeable payments connected with exempt distributions);

(96) the Company is not and has not been a "contractor" for the purposes
of Section 559(1)(b) T.A. 1988 by virtue of Section 560(2)(f) T.A.
1988 (expenditure on construction operations exceeding an
average of (British Pound) 250,000 per annum for previous three years);

(97) the Disclosure Letter contains full details of any unapproved share
schemes and the Company has complied with all statutory requirements in
respect of any such scheme or arrangement under Sections 136(6) and
139(5) T.A. 1988;

(98) the Disclosure Letter contains full details of any profit sharing
scheme and the Company has complied with all statutory requirements in
respect of any such scheme under Section 186, Schedule 9 and Schedule
10 T.A. 1988;

(99) the Disclosure Letter contains full details of any approved share
option scheme and the Company has complied with all statutory
requirements in respect of any such scheme under Section 185 and
Schedule 9 T.A. 1988;

(100) the Disclosure Letter contains full details of any Save as You Earn
Share Option Scheme and the Company has complied with all statutory
requirements in respect of any such scheme under Section 185 and
Schedule 9 T.A. 1988;

(101) the Disclosure Letter contains full details of any Employee Share
Ownership Trust, the Company has complied with all statutory
requirements in respect of any such scheme, and the Company is not
aware of any potential tax liability that might be recovered from the
Company under Section 68 F.A. 1989;

(102) the Company does not operate any profit related pay scheme;
<PAGE> 88
(103) there has been no claim by the Company to pay corporation tax or any
other fiscal imposition by instalments or to defer payment of such
taxes or impositions;

(104) the Company is not, and never has been, a close company as defined
by Section 414 T.A. 1988 or a close investment holding company
within Section 13A T.A. 1988;

(105) no payments of the type referred to in Section 418 T.A. 1988 which are
required to be treated as "distributions" have been made (or will be
made pending Completion);

(106) no loan has been made or transaction effected by the Company falling
within Sections 419, 421 or 422 T.A. 1988;

(107) the Company has no outstanding liability to stamp duty reserve tax;

(108) since the date of its incorporation the Company has not made any claim
for relief or exemption under Section 55 F.A. 1927 or Section 42 F.A.
1930 or Part III of Schedule 19 F.A. 1973 or Section 78 F.A. 1985 or
Sections 75 to 77 F.A. 1986 and no relief from stamp duty has been
obtained;

(109) (a) the Company has not made any claims under Sections 152 to
160 T.C.G.A. 1992;

(b) the potential tax liabilities of the Company on timing
differences have been fully provided for in the Accounts or
disclosed by way of note in the Accounts;

(c) the Company has not made any elections under Section
161(3) T.C.G.A. 1992 that Section 161(1) T.C.G.A 1992
shall not apply;

(110) (a) no circumstances have arisen in relation to the Company
which could give rise to any liability under Section 776 T.A.
1988;

(b) no sale of land has taken place with a right to repurchase
falling within Section 36 T.A. 1988;

(c) no circumstances have arisen in relation to the Company which
could render it liable to Capital Transfer Tax or Inheritance
Tax;
<PAGE> 89
(d) no asset owned or acquired by the Company is subject to a
charge for unpaid Capital Transfer Tax or Inheritance Tax
under Sections 237 and 238 Inheritance Tax Act 1984;

(111) no transaction has taken place in relation to the Company which could
constitute a depreciatory transaction for the purpose of Section 176
T.C.G.A. 1992 or dividend stripping for the purpose of Section 177
T.C.G.A. 1992 or value shifting for the purposes of Sections 29 to 32
T.C.G.A. 1992 or otherwise nor is any expenditure on any share or
security liable to be reduced under Section 125 T.C.G.A. 1992;

(112) the Company has not acquired or disposed of any asset otherwise
except by way of bargain at arm's length;

(113) nothing has been done, and no event or series of events has occurred,
which might cause the disallowance of the carry forward of ACT by the
Company under Section 245A T.A. 1988;

(114) the Company has acquired no assets in the circumstances described in
Section 44 V.A.T.A. 1994;

(115) (a) no security has been issued by the Company the interest on
which might fall to be treated as a distribution under Section
209 T.A. 1988;

(b) the Company has not made and is not committed to make any
payments of interest which have been or could be treated as
a distribution by reason of Section 209 T.A. 1988;

(116) (a) no act or transaction has been effected in consequence of
which the Company is or may be held liable for any taxation
primarily chargeable on some other company;

(b) the Company has not at any time entered into, engaged in or
been a party to or otherwise been involved in any transaction,
scheme or arrangement of which the main intention or purpose,
or one of the main intentions or purposes, is or was the
avoidance of, or reduction in liability to, taxation; and
without prejudice to the generality of the foregoing, the
Company has not at any time entered into, engaged in, been a
<PAGE> 90
party to or otherwise been involved in any transaction, scheme
or arrangement to which any of the following provisions could
apply:-

Sections 703 to 709 T.A. 1988;
Sections 770 to 787 T.A. 1988;

(c) the Company has not been a party to any transaction to which
any of the following provisions have been, or could be,
applied, other than transactions for which all necessary
consents and clearances have been obtained: Section 139
T.C.G.A. 1992 and Sections 135 to 138 T.C.G.A. 1992. Full
disclosure has been made in the Disclosure Letter of all such
consents and clearances received by the Company;

(117) (a) the Company is resident in the United Kingdom and nowhere
else for tax purposes and does not have any branch or
permanent establishment (as defined in the relevant double
taxation treaty or agreement) outside the United Kingdom;

(b) a direction has been received from the Inspector of Foreign
Dividends in respect of all payments of interest and royalties
made without deducting basic rate income tax to residents of
other countries and copies of all such notices are included in
the Disclosure Documents;

(118) (a) nothing has been done, and no event or series of events
has occurred, which might cause the disallowance of the carry
forward of advance corporation tax under Section 245 T.A.
1988;

(b) nothing has been done, and no event or series of events has
occurred which might cause the disallowance of the carry
forward of losses under Sections 393 or 768 TA 1988;

(119) (a) the Company has not ceased to carry on a trade or begun to
carry on a trade in circumstances to which the provisions of
Section 343 T.A. 1988 apply;

(b) there are no circumstances in which the provisions of
Section 343(4) T.A. 1988 could apply to deny the carry
forward of losses transferred to the Company;
<PAGE> 91
(120) no claim has been made by the Company under Section 242 T.A. 1988;

(121) except as set out in the Disclosure Letter, neither the Inland Revenue
nor Customs & Excise have agreed to operate any special arrangement
(being an arrangement which is not based on a strict and detailed
application of the relevant legislation) in relation to the Company's
affairs, whether in respect of benefits provided by the Company to its
officers or employees, or in relation to the valuation of stocks or
depreciation of assets or in respect of any administrative or other
matter whatsoever;

(122) no event has occurred which could give rise to a claim under the Tax
Undertaking;

ADDITIONAL TAX ADMINISTRATION AND RETURNS WARRANTIES
(123) all notification liabilities which have arisen up to the Completion
Date have been observed;

(124) the Company has not taken any action which has had, or so far as the
Warrantors are aware, might have the result of altering, prejudicing or
in any way disturbing any arrangement or agreement previously
negotiated with any Tax Authority;

(125) the Disclosure Letter contains full particulars of all outstanding
entitlements to make claims, elections, appeals and postponement
applications at the Completion Date;

(126) every notice, clearance application or election made by the Vendors in
respect of the sale has been disclosed to the Purchaser;

(127) the Company has not received any payment from any Tax Authority to
which it is not entitled nor any assessment which understates its
liability to tax;

(128) the Company has not paid, or become liable to pay, any penalty or
interest charged by virtue of the provisions of the Taxes Management
Act 1970 or any other taxation statute in the United Kingdom or in any
other countries;

(129) the Company has never been the subject of an investigation or discovery
by or involving any of the special investigations units of the Inland
Revenue (e.g., special office or enquiry branch) or Customs & Excise
and so far as the Warrantors are aware there are no circumstances
existing which make it likely that an investigation or discovery will
be made;
<PAGE> 92
(130) full disclosure has been made in the Disclosure Letter of any Target
Group company which may be a controlled foreign company for the
purposes of T.A. 1988 Chapter IV Part XVII, and of any elections,
claims or Inland Revenue exercises of power to tax under that Chapter;

(131) there is no potential liability to tax arising from postponement
relief given under Section 140 T.C.G.A. 1992;

(132) the Company has in all respects complied with the requirements of H.M.
Commissioners of Customs & Excise, the Department of Trade and
Industry, and any other customs authority, and the Company neither has,
nor has reason to expect to have, a dispute with any of the above
authorities;

(133) those responsible for signing customs documentation are in possession
of all the relevant information and have an adequate knowledge of the
relevant customs regulations;

(134) all customs and other duties due and payable have been settled in full;

(135) neither H.M. Commissioners of Customs & Excise nor any other customs
authority are investigating any valuation declared by the Company and
so far as the Warrantors are aware there are no circumstances existing
which may make it likely that an investigation will be made;

(136) all guarantees given to H.M. Commissioners of Customs & Excise, or any
other customs authority, on behalf of the Company in respect of goods
subject to customs control have been disclosed in the Disclosure Letter
and there is no confirmed or potential call on such guarantees as a
result of infraction of any regulation;

(137) the Company has discharged any expressed or implied undertakings to
H.M. Commissioners of Customs & Excise, or any other customs authority,
in respect of goods on which duty has not been paid;

(138) Treasury consent has been obtained for all transactions requiring
consent under Section 765 T.A. 1988 and full disclosure has been made
in the Disclosure Letter of all such consents;
<PAGE> 93
(139) all notices required under Section 765A T.A. 1988 have been given to
the Board of the Inland Revenue within the prescribed time limit, and
full disclosure has been made in the Disclosure Letter of all such
notices;

<PAGE> 94

PART 6
THE TAX UNDERTAKING

1. DEFINITIONS AND INTERPRETATION In the construction of this Part of the
Schedule:

1.1 DEMAND shall mean any assessment, notice, demand or other document
issued or any claim made or action taken by or on behalf of any person,
authority (whether governmental, state, provincial, local or municipal)
or body whatsoever (whether of the United Kingdom or elsewhere in the
world) from which it appears that a Tax liability is or is sought to be
imposed on the Company;

EVENT shall include, without limitation, any transaction, act, event or
omission of whatever nature and includes a failure to make sufficient
distributions to avoid an apportionment or deemed distribution of
income and completion of the sale of the Sale Shares to the Purchaser;
and reference to any event on or before a date shall be deemed to
include any combination of two or more events, the first of which has
taken place on or before that date;

RELIEF shall mean any relief from Tax, allowance, exemption, set-off or
deduction in computing or against income, profits or gains, or credit
against Tax granted by or pursuant to any legislation or otherwise for
Tax purposes;

TAX shall mean all forms of taxation, whether of the United Kingdom or
other parts of the world, including (without prejudice to the foregoing
generality):
(i) within the United Kingdom, income tax (including
income tax required to be deducted or withheld
from or accounted for in respect of any payment),
corporation tax, advance corporation tax, capital gains tax,
development land tax, value added tax, customs and other
import or export duties and other excise duties, car tax,
capital transfer tax, inheritance tax, insurance premium tax,
stamp duty, capital duty, stamp duty reserve tax, national
insurance and social security contributions, and local
authority rates and charges, the Uniform Business Rate, and
any other taxes, levies, duties, charges, imposts or
withholdings corresponding to, similar to, replaced by or
replacing any of them, and all costs, fines, penalties,
expenses, charges and interest incidental or relating to the
same or to any late or incorrect return in respect of such
taxes;
<PAGE> 95
(ii) outside the United Kingdom, all taxes, levies, duties,
imposts, charges and withholdings including (without
limitation) taxes on gross or net income, profits or gains and
taxes on receipts, sales, use, occupation, franchise, value
added or personal property, and all costs, fines, penalties,
expenses, charges and interest incidental or relating to the
same or to any late or incorrect return in respect of such
taxes;

regardless (in either case) of whether any such taxes, levies, duties,
imposts, charges, withholdings, penalties, and interest are chargeable
directly or primarily against or attributable directly or primarily to
the Company or any other person and of whether any amount in respect of
any of them is recoverable from any other person as mentioned in
paragraph 8 of this Tax Undertaking;

TAX AUTHORITY shall mean any taxing or other authority (whether within
or outside the United Kingdom) competent to impose any Tax liability.

1.2 References to any Tax liability of the Company shall include
liabilities of the Company to make actual payments of or in respect of
Tax and also:-
1.2.1 the loss of a right to repayment of tax (and any repayment
supplement and/or repayment interest) which has been treated
as an asset of the Company in preparing the Completion
Accounts or the setting off of any such right to repayment
of tax against any actual Tax liability in respect of which
the Purchaser would, but for that setting off, have been
able to make a claim against the Warrantors under this Tax
Undertaking; and

1.2.2 the setting off against any income, profits or gains which
were earned, accrued or received on or before Completion or
in respect of a period ended on or before Completion of any
Relief which arises as a consequence of or by reference to
an event occurring (or deemed to occur) after Completion or
in respect of a period commencing after Completion and not
as a consequence of or by reference to any event occurring
(or deemed to occur) on or before Completion or in respect
of a period on or before Completion in circumstances where,
but for such setting off, the Company would have had an
actual tax liability in respect of which the Purchaser would
have been able to make a claim against the Warrantors under
this Tax Undertaking; and
<PAGE> 96
1.2.3 the loss, or setting off against income, profits or gains
earned, accrued or received on or before Completion, of any
Relief arising in respect of an event occurring on or before
Completion which Relief would (were it not for the said loss
or setting off) have been available to the Company and which
has been taken into account in computing (and so reducing) any
deferred tax liability which appears in the Completion
Accounts (or which would have appeared in the Completion
Accounts but for the presumed availability of such Relief).

1.3 The amount that is to be treated for the purposes of this Tax
Undertaking as a Tax liability of the Company (the "Notional Tax
Liability") in any case falling within paragraphs 1.2.1, 1.2.2 or 1.2.3
of this Tax Undertaking shall be determined as follows:
1.3.1 in a case which falls within paragraph 1.2.1 of this Tax
Undertaking, the Notional Tax Liability shall be the amount
of the repayment that would have been obtained but for the
loss or setting off mentioned in that paragraph;

1.3.2 in a case which falls within paragraphs 1.2.2 or 1.2.3 of this
Tax Undertaking and where the Relief that was the subject of
the loss or setting off mentioned in those paragraphs was a
deduction from or offset against Tax, the Notional Tax
Liability shall be the amount of that Relief;

1.3.3 in a case which falls within paragraphs 1.2.2 or 1.2.3 of this
Tax Undertaking and where the Relief that was the subject of
the loss or setting off mentioned in those paragraphs was a
deduction from or offset against income, profits or gains, the
Notional Tax Liability shall be:
1.3.3.1 if the Relief was the subject of such a setting off,
the amount of Tax which has been saved in
consequence of the setting off; or

1.3.3.2 if the Relief was the subject of such a loss, the
amount of Tax which, but for such loss, would have
been saved by virtue of the Relief, on the basis of
the rates of tax current at the first occasion on
which but for such loss the Relief could have been
used.
<PAGE> 97
1.4 References to:
1.4.1 income, profits or gains earned, accrued or received on or
before a particular date or in respect of a particular period
shall include income, profits or gains which have been deemed
to have been earned, accrued or received on or before that
date or in respect of that period for the purposes of any
Demand and any development value and any other standard or
measure for the assessment of any Tax;

1.4.2 any payment or distribution as being made on or before a
particular date shall include:-
1.4.2.1 any payment or distribution which has fallen due
to be made on or before that date; and

1.4.2.2 any event which has occurred on or before that date
and is, or is deemed to be, a payment or distribution
for (in either case) the purposes of any Tax; and

1.4.3 any dividend shall include anything which is deemed to be a
dividend or distribution for the purposes of any Tax; and

1.4.4 "a majority of the Warrantors" means a majority in number of
the Warrantors.

1.5 The definitions and rules of interpretation contained in Clause 1 of
this Agreement shall, subject to the context otherwise requiring, apply
as if the same had been set out in this Tax Undertaking.

2. WARRANTORS' UNDERTAKING
2.1 Subject as hereinafter expressly provided, the Warrantors hereby
jointly and severally undertake with and to the Purchaser (for itself
and as trustee for its successors and permitted assignees in title to
the Sale Shares) to pay to the Purchaser (so far as possible by way of
repayment of the consideration payable under this Agreement for the
Sale Shares) an amount equal to the following:-
2.1.1 any Tax liabilityof the Company arising:
2.1.1.1 as a consequence of or by reference to any event
which occurred on or before Completion or was deemed
to occur on or before Completion for the purposes of
any Tax;

or
<PAGE> 98
2.1.1.2 in respect of or by reference to any income, profits
or gains earned, accrued or received on or before or
in respect of a period ended on or before Completion;
and

2.1.2 any liability to repay the whole or any part of any payment
received for group relief pursuant to any agreement or
arrangement entered into by the Company on or before
Completion; and

2.1.3 any costs and expenses properly and reasonably incurred by the
Purchaser, the Company in connection with any such Tax
liability as is referred to in paragraphs 2.1.1 or 2.1.2 above
or with any Demand therefor or in taking or defending any
action under this Tax Undertaking.

2.2 In computing the amount to be paid by the Warrantors under this Tax
Undertaking in respect of any Tax liability of the Company, no account
shall be taken of any Tax for which the Company would have been liable
in respect of such amount had it in fact been paid to the Company.

3. LIMITATIONS AND EXCLUSIONS
3.1 The Warrantors shall not be liable under the undertaking contained in
paragraph 2 of this Tax Undertaking in respect of any Tax liability of
the Company:-
3.1.1 with effect from the date seven (7) years after the
Completion Date unless notice of the relevant Tax liability
specifying as accurately as possible the amount claimed and
with reasonable details of the facts and circumstances, (in
so far as then available) constituting the alleged
liability, shall have been given to the Warrantors prior to
the said date; or

3.1.2 to the extent that provision or reserve in respect thereof was
made or specifically noted in the Accounts or to the extent
that payment or discharge of such Tax liability was taken into
account or specifically noted therein; or

3.1.3 to the extent that such Tax liability arises or is increased
or such provision or reserve in respect thereof as is
mentioned in paragraph 3.1.2 of this Tax Undertaking is
insufficient by reason only of the imposition of new forms
<PAGE> 99
of Tax or increase in the rates of Tax or as a consequence
of any change in law or in Inland Revenue or Customs &
Excise or other Tax Authority's practice or procedure
occurring, made or first published after Completion with
retrospective effect but excluding (a) any change occurring
after Completion which enacts, in substantially the same
form, the terms of the Finance Bill last published before
Completion and (b) any change which is taken into account in
the preparation of the Completion Accounts; or

3.1.4 to the extent that any amount otherwise subject to the
undertaking contained in paragraph 2 of this Tax Undertaking
has been recovered under the Tax Warranties and/or any of the
Warranties relating to the accounts of the Company; or

3.1.5 arising in respect of or by reference to any income, profits
or gains earned, accrued or received in the ordinary course of
business by the Company or any of the Subsidiaries after the
Accounts Date but on or before Completion;

3.1.6 if the Warrantors are liable to the Purchaser under this
Tax Undertaking by reason of an obligation of the Company to
pay advance corporation tax or any sum recoverable from the
Company as if it were advance corporation tax, the liability
of the Warrantors shall be reduced, and any amount paid to
the Purchaser in respect of such liability shall be
refunded, when and to the extent that the Company or the
Purchaser obtains the benefit of a reduction in liability to
mainstream corporation tax by reason of such payment, and
the Purchaser shall or shall procure that the Company makes
all such claims and elections as will result in such benefit
being obtained as soon as reasonably possible;

3.1.7 if the Warrantors are liable to the Purchaser under this
Tax Undertaking by reason of an obligation of the Company to
pay tax to an overseas Tax Authority, and a deduction can be
claimed under Section 811 T.A. 1988, the liability of the
Warrantors shall be reduced, and any amount paid to the
Purchaser in respect of such liability shall be refunded,
when and to the extent that the Company or the Purchaser
obtains the benefit of a reduction in liability to
mainstream corporation tax as a result of the increased
trading losses available. The Purchaser shall make or shall
procure that the Company makes all such claims and elections
as will result in such benefit being obtained as soon as
reasonably practicable.
<PAGE> 100
4. NOTIFICATION OF CLAIMS
4.1 Without prejudice to the other provisions of this Tax Undertaking, if
the Purchaser shall become aware of any Demand which may or will result
in any claim against the Warrantors under this Tax Undertaking, the
Purchaser shall forthwith give or procure the giving of written notice
thereof to the Warrantors setting out reasonable details of the Demand
which written notice shall be accompanied by copies of all relevant
documents and correspondence relating to such Demand. The Purchaser
shall give such written notice within 14 days of becoming aware of any
Demand.

4.2.1 Subject to the Warrantors indemnifying and securing the Purchaser or
the Company to the Purchaser's reasonable satisfaction against any
costs, claims, liabilities and expenses (including interest on overdue
tax) which may be incurred thereby, the Purchaser shall procure at the
request in writing of or on behalf of the Warrantors (or a majority of
them) that the Company shall give the Warrantors such reasonable
co-operation and assistance for the purposes of disputing, resisting,
appealing, compromising or defending such Demand or any further Demand
arising therefrom as aforesaid as the Warrantors (or a majority of
them) may reasonably and promptly by written notice request PROVIDED
THAT if, having given the Warrantors written notice of the receipt of
that demand, the Warrantors (or a majority of them) have not within 10
days thereafter either given instructions in writing in accordance
with the preceding provisions of this paragraph or if the Warrantors
shall fail to indemnify and secure the Purchaser or the Company, the
Purchaser or the Company shall be free to satisfy or settle the
relevant Tax liability on such terms as it may in its absolute
discretion think fit and the Company shall not be obliged to appeal
against any Tax assessment raised on it if, having given the
Warrantors (or a majority of them) written notice of the receipt of
that assessment, it has not within 20 days thereafter received
instructions in writing from the Warrantors, in accordance with the
preceding provisions of this paragraph, to make that appeal;

4.2.2 The actions which the Warrantors (or a majority of them) may reasonably
request under paragraph 4.2.1 of this Tax Undertaking shall include
(without limitation) the Company applying to postpone (so far as
legally possible) the payment of any tax and/or the instruction of such
solicitors or other professional advisers as the Warrantors (or a
majority of them) may nominate to act on behalf of the Company to the
intent that the conduct and costs and expenses of the dispute shall be
delegated entirely to and be borne solely by the Warrantors (or a
majority of them);
<PAGE> 101
4.2.3 In connection with the conduct of any dispute relating to a Tax
liability to which this Tax Undertaking applies:-
4.2.3.1 the Warrantors shall keep the Purchaser fully informed
of any relevant matters and shall promptly forward,
or procure to be forwarded, to the Purchaser copies
of all material correspondence and other material written
communications pertaining to it; and

4.2.3.2 no settlement or compromise shall be made of the matter which
is the subject of the dispute nor any agreement reached in
respect of any matter in its conduct which is likely to affect
the amount of the resulting Tax liability without the prior
written approval of the Purchaser (which shall not be
unreasonably withheld or delayed).

4.3 Neither the Purchaser nor the Company shall be subject to any claim by,
or liability to, any of the Warrantors on the ground that it has not
complied with the foregoing provisions if it has bona fide acted in
accordance with the instructions or with the approval of a majority of
the Warrantors.

5. TAX RETURNS
5.1 The Warrantors or their duly authorised agents shall prepare the tax
returns of the Company for all accounting periods ended on or prior to
Completion, to the extent that the same shall not have been prepared
before Completion.

5.2 The Purchaser shall cause the returns mentioned in paragraph
5.1 of this Tax Undertaking to be authorised, signed and submitted to
the appropriate authority without amendment or with such amendments as
the Warrantors shall agree, and shall give the Warrantors or their
agents all such assistance as may be required to agree those returns
with the appropriate authorities Provided that the Purchaser shall be
entitled to refuse to sign any such returns if it considers the return
to be incorrect and in the case of any dispute as to the correctness
of the return between the Warrantors and the Purchaser the matter
shall be referred to a leading Tax Counsel agreed between the parties
or, failing agreement, nominated on the application of either the
Warrantors or the Purchaser by the Dean of the Faculty of Advocates
for resolution (acting as an expert and not as an arbiter and whose
costs shall be borne as between the Warrantors and the Purchaser in
such manner as he shall direct) and the decision of such Tax Counsel
<PAGE> 102
shall be final and binding on the parties and the Purchaser shall sign
the return in the form which is so resolved to be correct.

5.3 The Warrantors or their duly authorised agents shall prepare all
documentation and deal with all matters (including correspondence)
relating to the tax returns of the Company for all accounting periods
ended on or prior to Completion and the Purchaser shall procure that
the Company shall afford such access to its books, accounts and records
as is necessary and reasonable to enable the Warrantors or their duly
authorised agents to prepare those returns and conduct matters relating
thereto in accordance with the Warrantors rights under this Tax
Undertaking.

5.4 If the Warrantors fail to submit a draft of each of the returns
mentioned in paragraph 5.1 of this Tax Undertaking by the date which is
not later than three months prior to the filing date for the return in
question, the Purchaser shall be entitled, notwithstanding the
foregoing provisions of this paragraph 5, to prepare and submit to the
appropriate authority that return.

5.5 Nothing done by the Company pursuant to this paragraph of this Tax
Undertaking shall in any respect restrict or reduce any rights the
Purchaser may have to make a claim against the Warrantors under this
Tax Undertaking in respect of any such Tax liability as is mentioned in
paragraph 2 of this Tax Undertaking.

6. PAYMENT OF CLAIMS
6.1 Payments by the Warrantors pursuant to the undertaking in paragraph 2
of this Tax Undertaking shall be made on the day or date specified in
paragraph 6.2 below.

6.2 The days and dates referred to in paragraph 6.1 above are as follows:-
6.2.1 if the Tax liability giving rise to a claim under this Tax
Undertaking involves an actual payment of Tax by the Company
the date which is the last day on which that Tax may be paid
by the Company to the relevant Tax Authority in accordance
with the relevant Tax legislation without incurring a
liability to interest or a charge or penalty in respect of the
non-payment of that Tax liability;

6.2.2 if the Tax liability giving rise to a claim under this Tax
Undertaking does not involve an actual payment of Tax:-
<PAGE> 103
6.2.2.1 if involving the denial or loss or setting off in
whole or in part of a right to repayment of
Tax, the date on which such Tax would otherwise
have been repaid in accordance with the relevant
Tax legislation or (where the repayment was
dependent upon the making of an application or the
satisfaction of some other condition) the earliest
date upon which the application could have been made
or the condition satisfied; or

6.2.2.2 if involving the denial or loss or setting off in
whole or in part of any Relief, the date on which the
Tax saved thereby would otherwise have become fully
due and payable to the relevant Tax authorities in
accordance with the relevant Tax legislation; or

6.2.2.3 in any case other than as referred to in paragraphs
6.2.2.1 and 6.2.2.2 the date falling seven days after
the date when the Warrantors have been notified by
the Company, or the Purchaser that the auditors for
the time being of the Company have certified, at the
request of the Purchaser or the Company that the
Warrantors have a liability for a determinable amount
under paragraph 2 of this Tax Undertaking;

6.2.3 in the case of the costs and expenses referred to in paragraph
2 of this Tax Undertaking, 14 Business Days after the date on
which the Purchaser or the Company produces receipted invoices
or other proof of payment in respect thereof to the
Warrantors.

6.3 If the Warrantors shall fail to pay any sum due from them under this
Tax Undertaking on the due date for payment in accordance herewith then
the Warrantors shall pay interest thereon from such date until the date
when payment is actually made in full (as well after as before any
decree) at the rate of two per cent per annum above the base rate from
time to time of Bank of Scotland.

7. NO WITHHOLDINGS ETC.
7.1 All sums payable by the Warrantors under this Tax Undertaking shall be
paid free and clear of all deductions or withholding or set off unless
the deduction or withholding or set off is required by law.
<PAGE> 104
7.2 If any deduction or withholding or set off is required by law to be
made from any sums, the Warrantors shall be obliged to pay to the
Purchaser such amount as will, after the deduction or withholding or
set off has been made, leave the Purchaser with the same amount as it
would have been entitled to receive in the absence of such requirement
to make a deduction or withholding or set off.

7.3 If any Tax Authority brings into charge to Tax any sum paid to the
Purchaser under this Tax Undertaking, the amount so payable shall be
increased so that, after deduction of the Tax so chargeable, there
shall be left a sum equal to the amount that would otherwise be
payable.

8. RECOVERY FROM THIRD PARTY
8.1 If the Company recovers any sum (whether by payment, discount, credit
or otherwise) from any third party (not being the Company or the
Purchaser but including any Tax Authority) or receives any repayment of
Tax (including any repayment supplement) in respect of any Tax
liability for which a claim could be made or has been made under this
Tax Undertaking the amount so recovered, less the reasonable costs
incurred by the Company in recovering or obtaining repayment of the
same, shall:-
8.1.1 if the Warrantors (or any of them) have at the time of the
recovery or repayment made payment under this Tax
Undertaking in respect of that Tax liability, be paid
forthwith to the Warrantors to the extent not exceeding the
amount so paid by each of the Warrantors (but without
prejudice to the right of the Purchaser to recover from the
Warrantors under this Tax Undertaking if a further Tax
liability is imposed upon the Company, whether in respect of
matters to which the recovery or repayment relates or
otherwise);

8.1.2 if a claim has been made pursuant to this Tax Undertaking in
respect of that Tax liability but the Warrantors have not at
the time of recovery or repayment made payment in respect
thereof, be set against and reduce the claim against the
Warrantors in respect of such Tax liability;

8.1.3 if no claim has been made pursuant to this Tax Undertaking in
respect of that Tax liability at the time of recovery or
repayment, be set against and reduce any claim that
subsequently may be made against the Warrantors in respect of
such Tax liability.

<PAGE> 105

ACQUISITION AGREEMENT

amongst

ROLAND WESSEL AND OTHERS

and

DAILEY INTERNATIONAL INC.

--------------------------------

DUNDAS & WILSON CS
Solicitors
Saltire Court
20 Castle Terrace
EDINBURGH EH1 2EN
(Ref: DJC/CMF/D0638.012)

<PAGE> 1
EXHIBIT 10.30

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") made as of the
23rd day of March, 1998, among Dailey International Inc., a Delaware
corporation (the "Issuer"), and the shareholders of Integrated Drilling Services
Limited, Aberdeen ("Integrated") signatory hereto (collectively, the
"Stockholders").

WITNESSETH:

WHEREAS, the Issuer and the Stockholders have entered into that certain
Share Purchase Agreement dated January 14, 1998 (the "Purchase Agreement")
pursuant to which the Issuer agreed to acquire all of the outstanding share
capital of Integrated in consideration for cash and 1,064,600 shares of Class A
Common Stock, $.01 par value, of the Issuer;

WHEREAS, pursuant to the Purchase Agreement, the Issuer agreed to grant
to the Stockholders certain registration rights with respect to the shares to be
issued to the Stockholders pursuant to the Purchase Agreement; and

WHEREAS, the Issuer and the Stockholders desire to memorialize their
agreement with respect to the future registration of the shares to be issued to
the Stockholders pursuant to the Purchase Agreement;

NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

Capitalized terms used in this Agreement shall (a) include the singular
as well as the plural, (b) include the masculine as well as the feminine and
neutral and (c) have the meanings given to them in this Article I, unless
defined elsewhere in this Agreement.

"Commission" means the Securities and Exchange Commission of the United
States of America or any other federal agency at the time administering the
Securities Act;

"Common Stock" means (a) all shares now or hereafter authorized and
designated as the common stock of the Issuer, including (without limitation) the
Issuer's presently authorized Class A Common Stock and Class B Common Stock and
(b) any securities issued or issuable with respect to any such securities by way
of stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation, or the reorganization or otherwise upon
any required adjustments, and securities of any other class with which such

<PAGE> 2
securities may hereafter have been exchanged or reclassified; or the inability
for reasons beyond the Issuer's control to provide any required financial
statements

"Party" means any of the Issuer or any Stockholder or any Permitted
Transferree to whom a Stockholder's rights under this Agreement have been
assigned in accordance with the terms hereof; and "Parties" shall mean all of
such Persons, collectively;

"Permitted Transferee" means, with respect to the Shares issued to any
individual Stockholder, (i) the spouse, siblings or issue or spouses of siblings
or issue of such Stockholder; (ii) a trust or custodial account for the sole
benefit of such Stockholder or the spouse, siblings or issue of such
Stockholder; (iii) a partnership, limited liability company or other entity, the
majority and controlling equity owners of which are a Stockholder or the spouse,
siblings or issue or spouses of siblings or issue of such Stockholder or any
trust referred to in clause (ii) above; or (iv) the personal representative of a
Stockholder upon the death of such Stockholder for the purposes of
administration of such Stockholder's estate or upon the incompetency of such
Stockholder for the purposes of the protection and management of such
Stockholder's assets and to transferees from any such personal representative
provided the transferee would otherwise have been a Permitted Transferee of the
deceased or incompetent Stockholder, and with respect to 3i Group plc, any
corporation, partnership or other entity controlled by or under common control
with 3i Group plc provided such Permitted Transferree remains controlled by or
under common control of 3i Group plc during the two year period following the
date of this Agreement.

"Person" means any natural person or entity of any kind, including
(without limitation) corporations, partnerships, limited liability companies,
Governmental Entities and any other entity organized or formed under the law of
any jurisdiction;

"Securities Act" means the Securities Act of 1933, as amended, and the
regulations promulgated from time to time thereunder.

"Shares" means the shares of Common Stock issued to the Stockholders
pursuant to the Purchase Agreement. As to any particular Shares, such Shares
shall cease to be Shares when (a) they have been sold pursuant to an effective
registration statement, (b) they shall have been distributed to a third party
(other than another Stockholder or a Permitted Transferree pursuant to the terms
of this Agreement) pursuant to a valid exemption from registration under the
Securities Act, or (c) they shall cease to be outstanding.

ARTICLE II
DEMAND REGISTRATIONS

After the 120th day following the date hereof, 3i Group plc
shall have the right to require, pursuant to a written demand under this Section
setting forth the intended method of distribution, the Issuer to register under
the Securities Act the sale of all or a part of the Shares owned by 3i Group plc
and to maintain such registration statement in effect for a period not to exceed
90 days; provided, however, the Issuer may defer preparing and filing any
registration statement pursuant to this Section, or any amendment or supplement

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<PAGE> 3
thereto, and may suspend sales thereunder, during any period of time when the
Issuer reasonably and in good faith believes that the filing thereof at such
time, or the offering of securities pursuant thereto, would (a) in the good
faith reasonable belief of the Issuer, materially and adversely affect a pending
or proposed public offering of securities of the Issuer, a material (determined
in the good faith reasonable belief of the Issuer) acquisition, merger,
recapitalization, consolidation, reorganization or similar transaction relating
to the Issuer or negotiations, discussions or pending proposals with respect
thereto or otherwise require premature disclosure of information not otherwise
required to be disclosed and disclosure at such time would in the good faith
reasonable belief of the Issuer materially and adversely affect the Issuer or
(b) require the Issuer to include in such registration statement financial
statements that are not yet available; provided, however, that such period of
sale or distribution shall resume after any such suspension for a number of days
necessary to keep such registration effective for permitted sales thereunder for
an aggregate term of 90 days. Notwithstanding the foregoing, the Issuer may not
defer filing of a registration statement pursuant to this Article, or any
amendment or supplement thereto, or continue the suspension of the sale and
distribution of Shares, in each case pursuant to the foregoing provisions, once
the above circumstances no longer apply or the financial statements become
available and, in any event, for more than 90 consecutive days, and in no event
for more than 180 days in the aggregate for all deferrals and suspensions
relating to such registration statement. The Issuer shall not be required to
register any Shares pursuant to this Article II if prior to the date of such
demand it shall have effected a registration of Shares pursuant to this Article
II; provided, however, notwithstanding anything contained herein to the
contrary, during the period that the Issuer has deferred the filing of a
registration statement pursuant to this Article II or has suspended the sale or
distribution of Shares pursuant to such registration (but only if the period for
such suspension exceeds 15 days), 3i Group plc may through written notice to the
Issuer withdraw such demand pursuant to this Article II and it will not be
considered to have made a demand under this Article and 3i Group plc will then
be entitled to make another demand pursuant to the terms and conditions of this
Article II. In the event of an underwritten offering pursuant to this Article
II, the Issuer shall have the right to select the managing underwriters for such
offering that are reasonably acceptable to 3i Group plc (for this purpose, the
Parties agree that Jefferies & Company shall be considered reasonably
acceptable).

ARTICLE III
PIGGYBACK REGISTRATIONS

If, at any time after the date hereof, the Issuer proposes to register
under the Securities Act any shares of Common Stock for sale pursuant to an
underwritten public offering of the Common Stock (except with respect to
registration statements filed on Forms S-4, S-8 or such other forms as shall be
prescribed under the Securities Act for the same purposes as such form) or 3i
Group plc has demanded a registration of Shares pursuant to Article II, it will
at each such time, prior to the filing of any such registration statement, give
written notice to each Stockholder (except that no notice is required to be
delivered to 3i Group plc in the event the piggyback rights under this Article
III are triggered by a demand pursuant to Article II) that owns Shares at such

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<PAGE> 4
time of its intention so to do, regardless of whether the Stockholders have
previously exercised piggyback registration rights or demand rights as to any
other Shares held by them, and, upon the written request of such Stockholder
(which must specify the number of Shares then owned by such Stockholder to be
included in such registration) delivered to the Issuer within ten days of
receipt of the Issuer's notice, the Issuer will use its best efforts to cause
any Shares as to which registration shall have been so requested to be included
in the Common Stock to be covered by the registration statement proposed to be
filed by the Issuer. Nothing contained in this Article III shall, however, limit
the Issuer's right to cancel, postpone or withdraw any such proposed
registration for any reason. Any request by a Stockholder pursuant to this
Article III to register Shares for sale in an underwriting shall be on the same
terms and conditions as the shares of Common Stock to be registered and sold
through underwriters under such registration; provided, however, that as a
condition to such inclusion a Stockholder shall execute an underwriting
agreement acceptable to the underwriters and, if requested, a custody agreement
and power of attorney, in each case, having such customary terms as the
underwriters shall request, and may include indemnification for the benefit of
the underwriters with respect to information provided by the Stockholder in
writing specifically for inclusion in the registration statement limited in
amount to the net proceeds received by such Stockholder from the sale of Shares
in such offering, and if the managing underwriter determines and advises in
writing that the inclusion in the underwriting of all Shares proposed to be
included by a Stockholder and any other shares of Common Stock sought to be
registered by any other stockholder of the Issuer exercising piggyback rights
comparable to those of a Stockholder under this Article (the "Other Common
Stock") would, in its reasonable and good faith judgment, interfere with the
successful marketing of the securities proposed to be registered for
underwriting by the Issuer or by any holder of Common Stock having the right to
require the Issuer to file a registration statement to register such Common
Stock, then the number of Shares and Other Common Stock requested to be included
in the underwriting shall be reduced pro rata among the Stockholders and the
holders of Other Common Stock requesting such registration and inclusion in the
underwriting and may, in the determination of such managing underwriter and
consistent with pro rata reduction, be reduced to zero.

ARTICLE IV
REGISTRATION PROCEDURES

4.1 Procedure. If and whenever the Issuer is required by the
provisions of this Agreement to effect the registration of any Shares under the
Securities Act, the Issuer will, subject to the other provisions of this Section
4.1:

(a) as expeditiously as reasonably practicable and in any case
within 30 days after demand therefor, prepare and file with the Commission a
registration statement on the appropriate form with respect to such Shares and
use reasonable efforts to cause such registration statement to become and remain
effective;

(b) as expeditiously as reasonably practicable, prepare and
file with the Commission such amendments and supplements to such registration

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<PAGE> 5
statement and the prospectus used in connection therewith as may be necessary to
keep such registration statement current and effective and to comply with the
provisions of the Securities Act with respect to the disposition of such Shares
covered by such registration statement in accordance with the intended method of
distribution set forth in such registration statement; provided, however, that,
before filing any registration statement or any amendments or supplements
thereto, the Issuer shall furnish to and afford the Stockholders owning such
Shares a reasonable opportunity to review and comment on copies of all such
documents (including copies of any documents to be incorporated by reference
therein and all exhibits thereto) proposed to be filed;

(c) as expeditiously as reasonably practicable, furnish to the
Stockholders such number of copies of prospectuses and preliminary prospectuses
in conformity with the requirements of the Securities Act, and such other
documents as the Stockholders may reasonably request, in order to facilitate the
public sale or other disposition of such Shares; provided, however, that the
obligation of the Issuer to deliver copies of prospectuses or preliminary
prospectuses to the Stockholders shall be subject to the receipt by the Issuer
of reasonable assurances from the Stockholders that they will comply with the
applicable provisions of the Securities Act and of such other securities laws as
may be applicable in connection with any use by it of any prospectuses or
preliminary prospectuses;

(d) as expeditiously as practicable, use its best efforts to
register or qualify Shares covered by such registration statement under such
other securities laws of such United States jurisdictions as the Stockholders
shall reasonably request (considering the nature and size of the offering) and
do any and all other acts and things which may be necessary or desirable to
enable the Stockholders to consummate the public sale or other disposition in
such jurisdictions of the Shares;

(e) bear all Registration Expenses in connection with all
registrations hereunder, including without limitation, (i) all registration and
filing fees and listing and quotation fees; (ii) all printing expenses,
including those relating to the issuance of new unlegended shares certificates;
(iii) all fees, expenses and disbursements of counsel for the Issuer; (iv) all
blue sky fees and expenses and fees and expenses of counsel associated
therewith; and (v) all fees and expenses of accountants for the Issuer,
including in relation to the delivery of a comfort letter, if required, and
(vi), in the event such registration is pursuant to Article III or an
underwritten offering demanded pursuant to Article II, all marketing expenses
and costs that are not Selling Expenses (as defined below); provided, however,
in the event such registration is pursuant to a demand under Article II for an
underwritten public offering, Registration Expenses shall not include the
reasonable and customary fees of accountants for the Issuer incurred in
connection with the delivery of a comfort letter or the reasonable and customary
fees of Issuer's counsel incurred in connection with the negotiation of an
underwriting agreement on behalf of the Issuer, which fees and expenses shall be
included in the definition of Selling Expenses set forth below; provided
further, however, that all Selling Expenses (as defined below) of the Shares in
connection with each registration pursuant to this Section 0 shall be borne by
the Stockholders. All (i) underwriting fees and discounts and brokerage and
selling commissions relating to Shares to be registered for sale by the

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<PAGE> 6
Stockholders, (ii) fees and expenses and disbursements of the counsel for the
Stockholders and (iii) the proportionate share of fees and expenses and
disbursements of underwriter's counsel applicable to the sales by the
Stockholders in connection with any such registration (but only so long as the
Company and all other selling stockholders in such registration bear their
proportionate share of such expenses), are herein referred to as "Selling
Expenses";

(f) keep each registration pursuant to Section 0 hereof
effective for a period of up to 90 days or such shorter period of time until the
transfer or sale of all Shares so registered has been completed;

(g) promptly notify each Stockholder (A) when the registration
statement or any related prospectus or any amendment or supplement has been
filed, and, with respect to the registration statement or any post-effective
amendment, when the same has become effective, (B) of any request by the
Commission for amendments or supplements to the registration statement or the
related prospectus or for additional information or (C) of any order issued by
the Commission suspending the effectiveness of such registration statement or
preventing or suspending the use of a prospectus or (D) of the receipt by it of
notification suspending the qualification (or exemption from qualification) of
any of the Shares for sale in any jurisdiction, and the Issuer shall use
commercially reasonable efforts to prevent the issuance of any such order or
suspension referred to in clauses (C) or (D) and, if any such order or
suspension is issued, shall use commercially reasonable efforts to obtain the
withdrawal of any such order or suspension at the earliest possible moment;

(h) promptly upon becoming aware thereof, notify each
Stockholder and underwriter of such Shares, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the
occurrence of an event requiring the preparation of a supplement or amendment to
such prospectus so that, as thereafter delivered to the purchasers of such
Shares, such prospectus will not contain an untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading and promptly make available to such Stockholders and
underwriters any such supplement or amendment, unless a period of suspension of
sales permitted pursuant to Article II is in effect; in which case no supplement
or amendment need be furnished during the period of such suspension;

(i) use its best efforts to cause all Shares covered by such
registration statement to be (A) qualified for trading on the National
Association of Securities Dealers Automated Quotation--National Market System
("NASDAQ") or (B) listed or qualified for trading on any other stock exchange or
quotation service on which the Issuer's outstanding shares of Common Stock are
listed or qualified for trading;

(j) to the extent reasonably and commercially practicable and
at the sole cost and expense of the Stockholders, permit any Stockholder to
participate with any underwriter in such due diligence activities as are being
conducted by such underwrtier as are reasonably necessary to enable such
Stockholder to exercise "reasonable care" for purposes of Section 12(2) of the
Securities Act; provided, however, each such Stockholder executes a
confidentiality agreement reasonably satisfactory to the Issuer; and provided

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<PAGE> 7
further, however, nothing herein shall be construed as requreing the Issuer to
provide more information or greater access to information or Issuer personnel
than the Issuer provides to the applicable underwriters; and

(k) in connection with an underwritten offering of Shares
owned by 3i Group plc demanded pursuant to Article II, enter into an
underwriting agreement in such form as is reasonable and customary in
underwritten offerings made by selling security holders and take such other
commericially reasonable actions as are reasonably requested by the managing
underwriters for such underwritten offering in order to facilitate the
registration or the distribution of such Shares; provided, however, nothing
contained herein shall be construed herein as requiring any officer or director
or other employee of the Issuer to participate in any "road show" or require the
Issuer to draft or prepare any prospectus or marketing documents except such
documents that meet the requirements of the Securities Act and applicable blue
sky laws;

4.2 Stockholders' Information. The Issuer may require each Stockholder
including shares in a registration statement pursuant to the terms hereof to
promptly furnish the Issuer, as a condition precedent to including Shares in any
registration, such information regarding the Stockholder and the intended method
of distribution of such securities by the Stockholder as the Issuer may from
time to time reasonably request in writing.

ARTICLE V
TERMINATION

The Issuer's obligations to register Shares pursuant to Article II and
III hereof, shall terminate after two years from the date hereof.

ARTICLE VI
INDEMNIFICATION

6.1 Indemnification by the Issuer. In the event of a registration of
any Shares under the Securities Act pursuant to this Agreement, the Issuer will
indemnify and hold harmless the Stockholders and any other Person, if any, who
controls any of the Stockholders within the meaning of Section 15 of the
Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which the Stockholders or such controlling Person may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities or actions in respect thereof arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained, on
the effective date thereof, in any registration statement under which such
Shares were registered under the Securities Act, any preliminary prospectus
provided by the Issuer or final prospectus contained therein, or any amendment
thereof or supplement thereto, including all documents incorporated by reference
therein, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse each of the

-7-

Stockholders and each such controlling Person for any legal or any other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Issuer will not be liable to a Stockholder to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement, such preliminary prospectus, such final prospectus
or such amendment or supplement, including all documents incorporated by
reference therein, in reliance upon and in conformity with written information
furnished to the Issuer by or on behalf of such Stockholder or a controlling
Person of such Stockholder specifically for use therein.

6.2 Indemnification by the Stockholders. In the event of any
registration of any Shares under the Securities Act pursuant to this Agreement,
each of the Stockholders will indemnify and hold harmless the Issuer and each
Person, if any, who controls the Issuer within the meaning of Section 15 of the
Securities Act, each officer of the Issuer who signs the registration statement,
each director of the Issuer and each underwriter (if any) and each Person who
controls any underwriter (if any) within the meaning of Section 15 of the
Securities Act, against any and all such losses, claims, damages, liabilities or
actions which the Issuer or such officer, director, underwriter (if any) or
controlling Person may become subject under the Securities Act or otherwise, and
will reimburse the Issuer, each such officer, director, underwriter (if any) and
controlling Person for any legal or any other expenses reasonably incurred by
such party in connection with investigating or defending any such loss, claim,
damage, liability or action, if (a) such loss, claim, damage, liability or
action in respect thereof arises out of any untrue statement or alleged untrue
statement of any material fact contained in any such registration statement or
any such prospectus, or any amendment thereof or supplement thereto, or arises
out of or is based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and such statement or omission was made in reliance upon
and in conformity with written information furnished to the Issuer by or on
behalf of such Stockholder specifically for use in connection with the
preparation of such registration statement or prospectus or (b) such loss,
claim, damage, liability or action in respect thereof arises out of or is based
upon such Stockholder's failure to deliver the prospectus or prospectus
supplement made available to it by the Issuer for such purpose prior to the date
such prospectus is required to be delivered or otherwise comply with applicable
laws regarding the same; provided, however, that the liability of any
Stockholder pursuant to this Section 6.2 shall not exceed the proceeds received
by such Stockholder from the sale of Shares by it pursuant to such registration
statement or prospectus and giving rise to the claim for indemnification.

6.3 Contribution. If the indemnification provided in Sections 6.1 and
6.2 is unavailable to an indemnified Party hereunder in respect of any losses,
claims, damages, liabilities or expenses referred to therein, then the
indemnifying Party in lieu of indemnifying such indemnified Party, shall
contribute to the amount paid or payable by the such indemnified Party as a
result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the indemnifying

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Party and the indemnified Party. The relative fault of such indemnifying Party
and indemnified Party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or related to information supplied by, such indemnifying Party or
indemnified Party, and the parties, relative intent, knowledge, access to
information and opportunity to correct or present such action; provided however,
that in no event shall the liability of the Person selling Shares hereunder be
greater than the net proceeds received by such Person upon the sale of the
Shares giving rise to the indemnification obligation. The parties hereto agree
that it would not be just and equitable if contribution pursuant to this Section
6.3 were determined by pro rata allocation or by any other method of allocations
that does not take into account the equitable considerations referred to in this
Section 6.3.

6.4 Notices of Claims, etc. Promptly after receipt by any indemnified
Person of notice of any claim or commencement of any action in respect of which
indemnity is to be sought against an indemnifying Person pursuant to this
Agreement, such indemnified Person shall notify the indemnifying Person in
writing of such claim or of the commencement of such action, and, subject to
provisions hereinafter stated, in case any such action shall be brought against
an indemnified Person and such indemnifying Person shall have been notified of
the same, such indemnifying Person shall be entitled to participate therein,
and, to the extent it shall wish, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified Person, and after notice from the
indemnifying Person to such indemnified Person of its election to assume the
defense thereof, such indemnifying Person shall not be liable to such
indemnified Person in connection with the defense thereof; provided, however, if
there exists or will exist a conflict of interest which would make it
inappropriate in the reasonable judgment of the indemnified Person for the same
counsel to represent both the indemnified Person and such indemnifying Person
then such indemnified Person shall be entitled to retain its own counsel at the
expense of such indemnifying Person; provided further, however, the indemnifying
Person shall not be required to pay for more than one separate counsel for all
of the indemnified Persons in addition to any local counsel.

6.5 Indemnification Payments. The indemnification or contribution
required by this Article VI shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills are
received or expense, loss, damage or liability is incurred subject to an
undertaking of the indemnified Party to repay or refund any amounts to which it
is not entitled under the provisions hereof.

ARTICLE VII
MISCELLANEOUS

7.1 Notices. Any notice, request, response, instruction or other
document to be given hereunder by any Party to any other Party shall be in
writing and delivered personally, via telecopy (with receipt confirmed), by

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recognized international courier service (with receipt confirmed) or by
registered or certified United States mail, postage prepaid, as follows:

(a) if to the Issuer, to:

Dailey International Inc.
2507 North Frazier
P.O. Box 1863
Conroe, Texas 77305
Attention: General Counsel
Telecopy Number: (409) 539-2132 (confirm) (281) 350-3399

(b) if to the Stockholders, to the addresses set forth opposite
their names on the signature pages hereto:

or at such other addresses for a Party as shall be specified by like notice. Any
notice that is delivered personally in the manner provided herein shall be
deemed to have been duly given to the Party to whom it is directed upon actual
receipt by such Party (or its agent for notices hereunder). Any notice that is
addressed and mailed in the manner herein provided shall be conclusively
presumed to have been duly given to the Party to which it is addressed at the
close of business, local time of the recipient, on the tenth day after the day
it is so placed in the mail. Any notice that is sent by telecopy shall be deemed
to have been duly given to the Party to which it is addressed upon telephonic
confirmation of the same as provided herein. A copy of any notices delivered by
telecopy shall promptly be mailed in the manner herein provided to the Party to
which such notice was given. Any notice that is sent by internationally
recognized courier service shall be deemed to have been duly given to the Party
to which it is addressed upon confirmation of delivery in writing by such
delivery service. The following international delivery services shall be deemed
to be "recognized" for the purposes of this Agreement: DHL, Federal Express,
Airborne Express and Purolater.

7.2 Holdback. Provided such Stockholder has been given prior written
notice of such underwritten registration statement and the underwriters have so
requested, each Stockholder agrees not to effect any public sale or public
distribution of equity securities of the Issuer, or any securities convertible
into or exchangeable or exercisable for such securities, during the seven days
prior to and for a period of 90 days beginning on the effective date of an
underwritten registration statement covering the Common Stock (except as part of
such underwritten registration), unless the underwriters managing the offering
otherwise agree.

7.3 No Third-Person Beneficiaries. This Agreement is intended solely
for the benefit of the Parties and their respective successors and permitted
assigns. Nothing in this Agreement shall be construed to create any duty to, or
standard of care with reference to, or liability of a Party to, any Person not a
Party. Notwithstanding the foregoing, any Permitted Transferee shall be a third
party beneficiary or intended beneficiary to the agreement made hereunder by a
Stockholder so long as such Stockholder has granted rights under this Agreement

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to such Permitted Transferee, and any such third party beneficiary shall have
the right to enforce such Agreement directly to the extent it deems such
enforcement necessary or advisable.

7.4 Assignment. The Agreement cannot be assigned by the Issuer or any
Stockholder without the prior written consent of the Issuer (except that it may
be assigned by a Stockholder to a Permitted Transferee of such Stockholder upon
15 days prior notice to the Issuer). This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the Parties and their respective
heirs, executors, successors and permitted assigns.

7.5 Headings. The headings of the Articles and Sections of this
Agreement are included for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction hereof or
thereof.

7.6 Severability of Provisions. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any rule of
law or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic and
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any Party. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the Parties
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the Parties as closely as possible in an acceptable manner to
the end that transactions contemplated hereby are fulfilled to the extent
possible.

7.7 Entire Agreement. This Agreement constitutes the sole
understanding of the Parties with respect to the matters provided for herein and
supersedes any previous agreements and understandings between the Parties with
respect to the subject matter hereof.

7.8 Construction and Reference. Words used in this Agreement,
regardless of the number or gender specifically used, shall be deemed and
construed to include any other number, singular or plural, and any other gender,
masculine, feminine or neuter, as the context shall require. Unless otherwise
specified, all references in this Agreement to Articles, Sections, paragraphs or
clauses are deemed references to the corresponding Articles, Sections,
paragraphs or clauses in this Agreement.

7.9 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall constitute the same instrument.

7.10 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK (REGARDLESS OF LAWS THAT MIGHT OTHERWISE GOVERN UNDER
APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS).

SIGNATURES BEGIN ON THE FOLLOWING PAGE

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<PAGE> 11

IN WITNESS WHEREOF, the Parties have hereunto executed this Agreement
as of the date first set forth in the introduction to this Agreement.

DAILEY INTERNATIONAL INC.

By:
--------------------------------
James F. Farr
President

STOCKHOLDERS

3I GROUP PLC

By: _________________________________ /s/ Roland W. Wessel
Name:________________________________ -----------------------------------
Title: ______________________________ Roland W. Wessel

/s/ Jean P.R. Buyaert /s/ Paul A. Petry
- ------------------------------------- -----------------------------------
Jean P.R. Buyaert Paul A. Petrey

/s/ John D. Mullenger /s/ Paul A. McClure
- ------------------------------------- -----------------------------------
John D. Mullenger Paul A. McClure

/s/ John P. Neal /s/ Allen F. Bollinger
- ------------------------------------- -----------------------------------
John P. Neal Allen F. Bollinger

/s/ John Niven /s/ Julie Thomson
- ------------------------------------- -----------------------------------
John Niven Julie Thomson

<PAGE> 1
EXHIBIT 24.1

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

Secretary's / Assistant Secretary's Certificate

The undersigned hereby certifies that she is the duly elected,
qualified and acting Secretary or Assistant Secretary of each of Dailey
International Inc., Dailey Energy Services, Inc., Dailey International Sales
Corporation, Columbia Petroleum Services Corp., International Petroleum
Services, Inc., Dailey Environmental Remediation Technologies, Inc., Dailey
Worldwide Services, Corp., Air Drilling International, Inc. and Air Drilling
Services, Inc. (each a "Company" and collectively, the "Companies"), and that,
as such, she is familiar with the facts herein certified and is duly authorized
to certify the same and does hereby further certify as follows:

Set forth below is a true and correct copy of a resolution duly adopted
by the Board of Directors of each of the Companies on February 9, 1998; such
resolution has not been altered, amended, modified or rescinded, remains in
full force and effect on the date hereof and constitutes the only resolution of
such Board of Directors with respect to the Power of Attorney.

RESOLVED, that the directors and officers of the Company be and
each of them hereby is authorized to execute a Power of Attorney
appointing James F. Farr, William D. Sutton and David T. Tighe, and
each of them severally, his true and lawful attorney-in-fact with
power to act in his capacity as an officer and director of the
Company, to execute the Registration Statement (including any
amendment and post-effective amendment thereto), and all instruments
necessary or advisable to enable the Company to comply with the
Securities Act and other federal and state securities laws, in
connection with the offer and sale of the Exchange Notes and to file
any such documents or instruments with the Commission.

IN WITNESS WHEREOF, the undersigned has executed this
Certificate this 26th day of March, 1998.

/s/ Barbara E. Duren
----------------------------------------
Barbara E. Duren