<PAGE>
Exhibit 99.(d)(3)
June 14, 2000
Non-Solicitation and Expense Reimbursement Agreement
----------------------------------------------------
In connection with the discussions and negotiations between InfrastruX Group,
Inc. ("InfrastruX") and UTILX Corporation (the "Company"), the parties agree to
the following:
1. Non-Solicitation. Until the earlier of June 30, 2000 or the signing of a
definitive merger agreement (the "Merger Agreement") the Company shall
cease all discussions with any parties other than InfrastruX with respect
to any proposed merger, acquisition or similar transaction, and the Company
shall not, and shall cause its officers, directors, agents and employees
not to initiate, solicit or encourage inquiries, negotiations or proposals
with respect to any proposed merger, acquisition or other similar
agreement. Notwithstanding the foregoing, nothing contained in this
paragraph shall prevent the Company from responding to, or engaging in
discussions with, another party who makes an unsolicited inquiry or
proposal to merge with or acquire the Company. The Company shall, however,
immediately notify InfrastruX of any unsolicited inquiries or proposals
(and the details thereof), and, in the case that an unsolicited proposal is
received by the Company, InfrastruX shall be relieved of its "standstill"
obligations under that Confidentiality Agreement between the Company and
InfrastruX dated May 24, 2000. It is anticipated that the Merger Agreement
will set forth further definitive exclusivity provisions, rights and
remedies for the benefit of InfrastruX, which will apply to the parties on
a going-forward basis.
2. Expense Reimbursement. In order to facilitate negotiations, InfrastruX
agrees to reimburse the Company for its actual reasonable expenses incurred
with respect to professional fees in connection with the proposed
transaction from this date forward, up to a maximum of $150,000.00.
InfrastruX shall, upon signing this Agreement, advance to the Company
$50,000.00 (of the $150,000.00 maximum reimbursable amount) from which it
may begin to fund such expenses. Once the Company incurs professional fees
in excess of $50,000.00, it shall invoice InfrastruX for additional
professional fees as they are incurred. Such invoices shall be payable by
InfrastruX to the Company within fifteen (15) days of receipt. The
Company's invoices to InfrastruX will contain copies of the original,
underlying professional fee invoices received by the Company, and other
documentation as InfrastruX shall reasonably request.
If, within one (1) year from the date hereof, the Company executes an
agreement to merge, or be acquired by, or enter into some other similar
business combination with a party other than InfrastruX, or if prior to
June 30, 2000 the Company unilaterally terminates discussions with
InfrastruX, then the Company shall immediately repay InfrastruX for any
monies advanced or paid to the Company in connection with this paragraph 2.
3. Due Diligence. The Company agrees that it shall use reasonable efforts to
make available all information (financial or otherwise) reasonably
requested by or on behalf of InfrastruX or in connection with their due
diligence review of the Company, including at all reasonable times and
reasonable notices, access to the Company's books, records, facilities,
properties, officers, key employees, accountants, financing sources and
representatives.
<PAGE>
June 14, 2000
Accepted and agreed to on this the 14th day of June, 2000:
InfrastruX Group, Inc. UTILX Corporation
By: /s/ John Durbin By: /s/ William Weisfield
Its: Chief Executive Officer Its: President
-2-
