UTI ENERGY CORP
ASSET PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>ex10-3.txt
<DESCRIPTION>ASSET PURCHASE AGREEMENT
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.3



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

                            ASSET PURCHASE AGREEMENT

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


                THIS AGREEMENT made the 24th day of March, 2000,



                                     AMONG:



                               700392 ALBERTA LTD.

                                       and

                            THE MAJOR SHAREHOLDERS OF

                               700392 ALBERTA LTD.

                                       and

                              PHELPS DRILLING LTD.

                                       and

                                UTI ENERGY CORP.



<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
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ARTICLE 1             INTERPRETATION.............................................................................1
         1.1          Defined Terms..............................................................................1
         1.2          Currency...................................................................................5
         1.3          Sections and Headings......................................................................5
         1.4          Number, Gender and Persons.................................................................5
         1.5          Accounting Principles......................................................................5
         1.6          Entire Agreement...........................................................................5
         1.7          Time of Essence............................................................................5
         1.8          Applicable Law.............................................................................6
         1.9          Successors and Assigns.....................................................................6
         1.10         Severability...............................................................................6
         1.11         Amendments and Waivers.....................................................................6
         1.12         Knowledge or Awareness.....................................................................7
         1.13         Schedules..................................................................................7

ARTICLE 2             PURCHASE AND SALE OF PURCHASED ASSETS......................................................7
         2.1          Purchased Assets...........................................................................7
         2.2          Excluded Assets............................................................................9
         2.3          Merchantability...........................................................................10

ARTICLE 3             PURCHASE PRICE............................................................................10
         3.1          Purchase Price............................................................................10
         3.2          Adjustments...............................................................................10
         3.3          Allocation of Purchase Price..............................................................12
         3.4          GST.......................................................................................12

ARTICLE 4             ASSUMPTION OF OBLIGATIONS.................................................................13
         4.1          Assumption of Obligations.................................................................13
         4.2          Exclusion of Liabilities..................................................................13

ARTICLE 5             REPRESENTATIONS AND WARRANTIES OF SELLER..................................................14
         5.1          Organization..............................................................................14
         5.2          Authorization.............................................................................14
         5.3          No Conflict...............................................................................14
         5.4          No Other Agreements to Purchase...........................................................15
         5.5          Sufficiency of Purchased Assets...........................................................15
         5.6          Title to Purchased Assets.................................................................15
         5.7          Leased Real Property......................................................................15
         5.8          Intellectual Property.....................................................................15
         5.9          Insurance.................................................................................16
         5.10         Material Contracts........................................................................16
         5.11         Compliance with Laws; Governmental Authorization..........................................18
         5.12         Consents and Approvals....................................................................18
         5.13         Financial Statements......................................................................18
         5.14         Books and Records.........................................................................19
         5.15         Absence of Changes........................................................................19
         5.16         Non-Arm's Length Transactions.............................................................20
         5.17         Litigation................................................................................20
</TABLE>


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                               TABLE OF CONTENTS

<TABLE>
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         5.18         Residency.................................................................................20
         5.19         Environmental Matters.....................................................................20
         5.20         Employee Matters..........................................................................21
         5.21         Customers and Suppliers...................................................................21
         5.22         Y2K Compliance............................................................................21
         5.23         Full Disclosure...........................................................................22
         5.24         Brokers...................................................................................22

ARTICLE 6             REPRESENTATIONS AND WARRANTIES OF PURCHASER...............................................22
         6.1          Organization..............................................................................22
         6.2          Authorization.............................................................................22
         6.3          No Conflict...............................................................................22
         6.4          Consents and Approvals....................................................................23
         6.5          Investment Canada.........................................................................23
         6.6          Brokers...................................................................................23

ARTICLE 7             SURVIVAL OF REPRESENTATIONS AND WARRANTIES................................................23
         7.1          Survival of Representations and Warranties................................................23

ARTICLE 8             COVENANTS.................................................................................24
         8.1          Access to Purchased Business and Purchased Assets.........................................24
         8.2          Delivery of Books and Records.............................................................25
         8.3          Change of Name............................................................................25
         8.4          Conduct of Purchased Business Prior to Closing............................................25
         8.5          Third Party Consents and Novations........................................................26
         8.6          Financial Statement Cooperation...........................................................27
         8.7          Exclusivity...............................................................................27
         8.8          Update of Schedules.......................................................................27

ARTICLE 9             CONDITIONS OF CLOSING.....................................................................28
         9.1          Conditions of Closing in Favour of Purchaser..............................................28
         9.2          Conditions of Closing in Favour of Seller.................................................29

ARTICLE 10            CLOSING AND TRANSFER OF POSSESSION........................................................31
         10.1         Place of Closing..........................................................................31
         10.2         Closing Deliveries by Seller..............................................................31
         10.3         Closing Deliveries by Purchaser...........................................................31
         10.4         Further Assurances........................................................................32
         10.5         Transfer of Possession and Title..........................................................32
         10.6         Risk of Loss..............................................................................32

ARTICLE 11            INDEMNIFICATION...........................................................................32
         11.1         Indemnification by Seller and Major Shareholders..........................................32
         11.2         Indemnification by Purchaser and UTI......................................................33
         11.3         Limitations on Indemnification............................................................33
         11.4         Notice of Claim...........................................................................34
         11.5         Direct Claims.............................................................................35
         11.6         Third Party Claims........................................................................35
         11.7         Settlement of Third Party Claims..........................................................35
         11.8         Co-operation..............................................................................36
</TABLE>

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                                TABLE OF CONTENTS

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         11.9         Scope.....................................................................................36

ARTICLE 12            TERMINATION; REMEDIES; LIMITATIONS........................................................36
         12.1         Termination Agreement.....................................................................36
         12.2         Effect of Termination.....................................................................37

ARTICLE 13            MISCELLANEOUS.............................................................................37
         13.1         Notices...................................................................................37
         13.2         Consultation..............................................................................38
         13.3         Disclosure................................................................................38
         13.4         Best Efforts..............................................................................38
         13.5         Counterparts..............................................................................39
</TABLE>

                Schedule 1         -   Financial Statements
                Schedule 2         -   Drilling Rigs and Equipment
                Schedule 3         -   Drilling Contracts
                Schedule 4         -   Leased Real Property
                Schedule 5         -   Vehicles
                Schedule 6         -   Other Agreements
                Schedule 7         -   Licenses and Permits
                Schedule 8         -   Intellectual Property
                Schedule 9         -   Allocation of Purchase Price
                Schedule 10        -   Insurance Policies
                Schedule 11        -   Consents and Approvals
                Schedule 12        -    Permitted Encumbrances
                Schedule 13        -    Subsequent Changes
                Schedule 14        -    Legal and Regulatory Proceedings
                Schedule 15        -    Environmental Matters
                Schedule 16        -    Intentionally Left Blank
                Schedule 17        -    Major Customers
                Schedule 18        -    Opinion of Seller's Counsel
                Schedule 19        -    Opinion of Purchaser's and UTI's Counsel
                Schedule 20        -    Related Transactions
                Schedule 21        -    Bill of Sale



<PAGE>   5


                            ASSET PURCHASE AGREEMENT

         THIS AGREEMENT made the 24th day of March, 2000,

AMONG:

                      700392 ALBERTA LTD., a corporation existing under the laws
                      of Alberta (hereinafter referred to as the "Seller")

                                           - and -

                      THE PERSONS LISTED ON THE SIGNATURE PAGES HEREOF UNDER THE
                      HEADING "MAJOR SHAREHOLDERS", each being a shareholder of
                      700392 Alberta Ltd. (hereinafter referred to collectively
                      as the "Major Shareholders")

                                           - and -

                      PHELPS DRILLING LTD., a corporation existing under the
                      laws of Alberta (hereinafter referred to as the
                      "Purchaser")

                                           - and -

                      UTI ENERGY CORP., a corporation existing under the laws of
                      Delaware (hereinafter referred to as "UTI")


         THIS AGREEMENT WITNESSES THAT in consideration of the respective
covenants, agreements, representations, warranties and indemnities of the
Parties herein contained and for other good and valuable consideration (the
receipt and sufficiency of which are acknowledged by each Party), the Parties
agree as follows:

                                    ARTICLE 1
                                 INTERPRETATION

1.1      DEFINED TERMS

         For the purposes of this Agreement, unless the context otherwise
requires, the following terms shall have the respective meanings set out below
and grammatical variations of such terms shall have corresponding meanings:

         "ABCA" means the Business Corporations Act (Alberta) as in effect on
         the date hereof;

<PAGE>   6

                                       -2-

         "Affiliate" has the meaning given to that term in the ABCA;

         "Annual Financial Statements" means the financial statements of the
         Seller prepared by the Seller's accountants on a review engagement
         basis as at and for the financial year ended May 31, 1997 and
         thereafter prepared by the Seller for the financial years ended May 31,
         1998 and May 31, 1999, including the notes thereto, copies of which are
         annexed hereto as Part 1 of Schedule 1;

         "Associate" has the meaning given to that term in the ABCA;

         "Assumed Obligations" has the meaning set out in Section 4.1;

         "Bill of Sale" means the assignment, bill of sale and assumption
         agreement in substantially in the form attached as Schedule 21;

         "Business Day" means any day of the week, except Saturday, Sunday, or
         any statutory holiday in Calgary, Alberta or Los Angeles, California;

         "Cdn. $" or "$" means lawful currency of Canada;

         "Closing" means the closing of the purchase and sale contemplated
         hereby on the Closing Date;

         "Closing Date" means April 18, 2000 or such other date as the Seller
         and the Purchaser may mutually determine;

         "Contract" means any agreement, indenture, contract, lease, deed of
         trust, licence, option, instrument or other commitment, whether written
         or oral;

         "Effective Time" means 12:01 a.m. (Calgary time) on the Closing Date;

         "Encumbrance" means any encumbrance, lien, charge, hypothecation,
         pledge, mortgage, title retention agreement, security interest of any
         nature, adverse claim, exception, reservation, easement, right of
         occupation, any matter capable of registration against title,
         preferential arrangement or restriction of any kind including, without
         limitation, any restriction on the use, voting, transfer, receipt of
         income or other exercise of any attributes of ownership;

         "Environmental Laws" has the meaning set out in Subsection 5.19(a);

         "Excluded Assets" has the meaning set out in Section 2.2;

         "Excluded Liabilities" has the meaning set out in Section 4.2;

         "Final Accounting Statement" has the meaning set out in
          Subsection 3.2(c);

         "Financial Statements" means the Annual Financial Statements and the
         Interim Financial Statements;

<PAGE>   7
                                       -3-


         "GST" has the meaning set out in Subsection 3.4(a);

         "Intellectual Property" has the meaning set out in Subsection 2.1(l);

         "Interim Accounting Statement" has the meaning set out in Subsection
         3.2(b);

         "Interim Financial Statements" means the unaudited financial statements
         of the Seller as prepared by the Seller as at and for the nine month
         period commencing June 1, 1999 and ending February 29, 2000, copies of
         which are annexed hereto as Part 2 of Schedule 1;

         "Leased Real Property" means the real property that is used in the
         Purchased Business and leased by the Seller and which is described in
         Schedule 4;

         "Liabilities" means any and all indebtedness, liabilities and
         obligations, whether accrued or fixed, absolute or contingent, matured
         or unmatured or determined or determinable, including, without
         limitation, those arising under any Contract or law;

         "Losses" means, in respect of any matter, all claims, demands,
         proceedings, losses, damages, Liabilities, deficiencies, costs and
         expenses (including, without limitation, all legal and other
         professional fees and disbursements, interest, penalties and amounts
         paid in settlement) arising directly or indirectly as a consequence of
         such matter;

         "Management Agreement" means the Management Agreement dated September
         1, 1996 between the Seller and Phelps, as amended;

         "Party" means a party to this Agreement, and "PARTIES" means all of
         such parties;

         "Permitted Encumbrances" means any of the following Encumbrances:

                  (i)      servitudes, easements, restrictions, rights-of-way
                           and other similar rights in real property or any
                           interest therein, provided the same are not of such
                           nature as to materially adversely affect the use of
                           the property subject thereto;

                  (ii)     undetermined or inchoate liens, charges and
                           privileges incidental to current construction or
                           current operations and statutory liens, charges,
                           adverse claims, security interests or encumbrances of
                           any nature whatsoever claimed or held by any
                           governmental authority that relate to obligations not
                           due or delinquent;

                  (iii)    assignments of insurance provided to landlords (or
                           their mortgagees) pursuant to the terms of any lease,
                           and liens or rights reserved in any lease for rent or
                           for compliance with the terms of such lease and that
                           relate to obligations not due or delinquent;

<PAGE>   8
                                       -4-


                  (iv)     security given in the ordinary course of the
                           Purchased Business to any public utility, any
                           municipality or government or any statutory or public
                           authority and that relate to obligations not due or
                           delinquent;

                  (v)      the reservations in any original grants from the
                           Crown of any real property or interest therein and
                           statutory exceptions to title, which do not
                           materially detract from the value of the real
                           property concerned or materially impair its use in
                           the operation of the Purchased Business;

                  (vi)     the Encumbrances described in Part 1 of Schedule 12
                           which will continue after Closing; and

                  (vii)    the Encumbrances described in Part 2 of Schedule 12
                           which will be discharged by the Seller at the
                           Closing;

         "Person" means any individual, corporation, partnership, joint venture,
         trust, unincorporated association, or any other judicial entity or a
         government, state or agency or political subdivision thereof;

         "Phelps" means Phelps Drilling International Ltd., a corporation
         subsisting under the laws of Alberta;

         "Prime Rate" means the annual variable rate of interest quoted or
         published from time to time by Royal Bank of Canada at its main branch
         in Calgary, Alberta as the "prime rate" of interest charged by it for
         Canadian dollar loans made in Canada;

         "Purchase Price" has the meaning set out in Section 3.1;

         "Purchased Assets" has the meaning set out in Section 2.1;

         "Purchased Business" means the business carried on by the Seller
         consisting primarily of an oilfield drilling contract business;

         "Tax Act" means the Income Tax Act (Canada), as amended from time to
         time;

         "Time of Closing" means 2:00 p.m. (Calgary time) on the Closing Date,
         or such other time on the Closing Date as the Seller and the Purchaser
         may mutually determine;

         "US Exchange Act" means the United States Securities Exchange Act of
         1934, as amended from time to time;

         "US Securities Act" means the United States Securities Act of 1933, as
         amended from time to time;

         "UTI" means UTI Energy Corp., a corporation subsisting under the laws
         of the State of Delaware;

<PAGE>   9
                                       -5-

         "584022" means 584022 Alberta Ltd., a corporation subsisting under the
         laws of Alberta; and

         "592655" means 592655 Alberta Ltd., a corporation subsisting under the
         laws of Alberta.

1.2      CURRENCY

         Unless otherwise indicated, all dollar amounts in this Agreement are
expressed in Canadian funds.

1.3      SECTIONS AND HEADINGS

         The division of this Agreement into Articles, Sections and Subsections
and the insertion of headings are for convenience of reference only and shall
not affect the interpretation of this Agreement. Unless otherwise indicated, any
reference in this Agreement to an Article, Section, Subsection or Schedule
refers to the specified Article, Section or Subsection of or Schedule to this
Agreement.

1.4      NUMBER, GENDER AND PERSONS

         In this Agreement, words importing the singular number only shall
include the plural and vice versa, words importing gender shall include all
genders and words importing persons shall include individuals, corporations,
partnerships, associations, trusts, unincorporated organizations, governmental
bodies and other legal or business entities of any kind whatsoever.

1.5      ACCOUNTING PRINCIPLES

         Any reference in this Agreement to generally accepted accounting
principles refers to generally accepted accounting principles that have been
established in Canada, including those approved from time to time by the
Canadian Institute of Chartered Accountants or any successor body thereto.

1.6      ENTIRE AGREEMENT

         Except for the provisions of the Confidentiality Agreement dated June
16, 1999 between Phelps and UTI that survive the termination of this Agreement,
this Agreement constitutes the entire agreement between the Parties with respect
to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions, whether written or oral. There are
no conditions, covenants, agreements, representations, warranties or other
provisions, express or implied, collateral, statutory or otherwise, relating to
the subject matter hereof except as herein provided.

1.7      TIME OF ESSENCE

         Time shall be of the essence of this Agreement.

<PAGE>   10

                                       -6-
1.8      APPLICABLE LAW

         This Agreement shall be construed, interpreted and enforced in
accordance with, and the respective rights and obligations of the Parties shall
be governed by, the laws of the Province of Alberta and the federal laws of
Canada applicable therein, and each Party irrevocably and unconditionally
submits to the non-exclusive jurisdiction of the courts of such province and all
courts competent to hear appeals therefrom.

1.9      SUCCESSORS AND ASSIGNS

         (a) Subject to Subsection 1.9(b), no Party may assign any of its rights
             or obligations hereunder without the prior written consent of the
             other Parties.

         (b) The Purchaser may assign its right under this Agreement in whole or
             in part to any Affiliate of UTI; provided, however, that any such
             assignment shall not relieve either the Purchaser or UTI from any
             of its obligations to the Seller or the Major Shareholders
             hereunder. Notwithstanding any such assignment, if an event of
             default occurs under this Agreement, the Seller shall have the
             option to claim performance or payment of the obligations from the
             Purchaser, UTI or the assignee or transferee and to bring
             proceedings against any or all of them, provided that nothing
             herein shall entitle the Seller to receive duplicate performance or
             payment of the same obligation.

         (c) This Agreement shall enure to the benefit of and shall be binding
             on and enforceable by the Parties and, where the context so
             permits, their respective successors and permitted assigns.

1.10     SEVERABILITY

         If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid, illegal or unenforceable in any respect,
such determination shall not impair or affect the validity, legality or
enforceability of the remaining provisions hereof, and each provision is hereby
declared to be separate, severable and distinct; provided that if the economic
or legal substance of the transactions contemplated hereby are affected in an
adverse manner to any Party by the severance of such provision, then 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 the transactions contemplated hereby are fulfilled to the extent
possible.

1.11     AMENDMENTS AND WAIVERS

         No amendment or waiver of any provision of this Agreement shall be
binding on any Party unless consented to in writing by such Party. No waiver of
any provision of this Agreement shall constitute a waiver of any other provision
nor shall any waiver constitute a continuing waiver unless otherwise provided.

<PAGE>   11
                                       -7-

1.12     KNOWLEDGE OR AWARENESS

         In this Agreement, references to a Party's knowledge or awareness and
similar references mean the actual knowledge of the current officers and
employees of such Party who are primarily responsible for the matters in
question after such Persons have engaged in, or caused to be performed, a
reasonable review of the relevant files and records of such Party relating to
the Purchased Assets, but without any further inquiry and does not include
knowledge or awareness of any other Person.

1.13     SCHEDULES

         The following Schedules are attached to and form part of this
Agreement:

            Schedule 1        -     Financial Statements
            Schedule 2        -     Drilling Rigs and Equipment
            Schedule 3        -     Drilling Contracts
            Schedule 4        -     Leased Real Property
            Schedule 5        -     Vehicles
            Schedule 6        -     Other Agreements
            Schedule 7        -     Licenses and Permits
            Schedule 8        -     Intellectual Property
            Schedule 9        -     Allocation of Purchase Price
            Schedule 10       -     Insurance Policies
            Schedule 11       -     Consents and Approvals
            Schedule 12       -     Permitted Encumbrances
            Schedule 13       -     Subsequent Changes
            Schedule 14       -     Legal and Regulatory Proceedings
            Schedule 15       -     Environmental Matters
            Schedule 16       -     Intentionally Left Blank
            Schedule 17       -     Major Customers
            Schedule 18       -     Opinion of Seller's Counsel
            Schedule 19       -     Opinion of Purchaser's and UTI's Counsel
            Schedule 20       -     Related Transactions
            Schedule 21       -     Bill of Sale

                                    ARTICLE 2
                      PURCHASE AND SALE OF PURCHASED ASSETS

2.1      PURCHASED ASSETS

         Upon the terms and subject to the conditions of this Agreement, the
Seller shall sell, assign and transfer to the Purchaser and the Purchaser shall
purchase from the Seller, on the Closing Date, all of the property and assets of
the Seller (other than the Excluded Assets), whether real or personal, tangible
or intangible, of every kind and description and wherever situate (collectively,
the "PURCHASED ASSETS"), including, without limitation, the following:

         (a) Drilling Equipment. All drilling rigs and related assets and
             ancillary equipment together with all spare parts and related
             assets necessarily incidental to the use of


<PAGE>   12
                                       -8-

             the drilling rigs including, without limitation, the drilling
             equipment described in Part 1 of Schedule 2;

         (b) Drilling Contracts. All rights under drilling contracts under which
             Seller has agreed to provide drilling services to a third party
             including drilling contracts for which drilling services have been
             commenced by Seller prior to but have not been completed by Seller
             as of the Effective Time including, without limitation, the
             Contracts described in Schedule 3;

         (c) Leased Real Property. All rights (whether as lessee or lessor)
             under leases of real property, together with all leasehold
             improvements relating thereto including, without limitation, the
             Leased Real Property described in Schedule 4;

         (d) Office Equipment. All furniture, furnishings and accessories,
             computer equipment (hardware and software, including all rights
             under licences and other agreements relating thereto), telephones,
             cellular phones, office equipment and office supplies together with
             all service, operational and other manuals and all replacement
             parts and tools with respect to the foregoing including, without
             limitation, all office equipment described in Part 2 of Schedule 2;

         (e) Other Machinery and Equipment. All machinery and shop equipment,
             hand tools and handling equipment including, without limitation,
             the machinery and equipment described in Part 3 of Schedule 2;

         (f) Vehicles. All trucks, cars and other vehicles including, without
             limitation, the vehicles described in Schedule 5;

         (g) Leases of Personal Property. All rights under vehicle and equipment
             leases, rental equipment contracts and office equipment leases and
             Contracts including, without limitation, the leases described in
             Schedules 2 and 5;

         (h) Inventories. All inventories including, without limitation, raw
             materials and replacement parts;

         (i) Prepaid Expenses. All prepaid expenses;

         (j) Other Agreements. All rights under orders or Contracts for the
             provision of goods or services (whether as buyer or seller),
             distribution and agency agreements, and other Contracts not
             otherwise referred to in this Section 2.1 including, without
             limitation, the Contracts described in Schedule 6;

         (k) Licences and Permits. All licences, permits, approvals, consents,
             registrations, certificates and other authorizations required to
             carry on the Purchased Business in the ordinary course including,
             without limitation, those described in Schedule 7;

         (l) Intellectual Property. All trade or brand names, business names,
             trade marks, trade mark registrations and applications, service
             marks, service mark

<PAGE>   13

                                       -9-

             registrations and applications, copyrights, copyright registrations
             and applications, patents, patent registrations and applications
             and other patent rights (including any patents issued on such
             applications or rights), trade secrets, proprietary manufacturing
             information and know-how, equipment and parts lists and
             descriptions, instruction manuals, inventions, inventors' notes,
             research data, unpatented blue prints, drawings and designs,
             formulae, processes, technology and other intellectual property,
             together with all rights under licences, registered user
             agreements, technology transfer agreements and other agreements or
             instruments relating to any of the foregoing (collectively,
             "INTELLECTUAL PROPERTY") including, without limitation, the
             trademarks, copyrights, patents, licences and agreements described
             in Schedule 8;

         (m) Books and Records. All books and records (other than those required
             by law to be retained by the Seller, copies of which will be made
             available to the Purchaser), including, without limitation,
             customer lists, sales records, price lists and catalogues, sales
             literature, advertising material, manufacturing data, production
             records, employee manuals, personnel records, supply records,
             inventory records and correspondence files (together with, in the
             case of any such information that is stored electronically, the
             media on which the same is stored);

         (n) Telephone Numbers. The right to the use of the Seller's telephone
             and cellular numbers and facsimile numbers to the extent permitted
             by the appropriate telephone authority; and

         (o) Goodwill. All goodwill, together with the exclusive right for the
             Purchaser to represent itself as carrying on the Purchased Business
             in succession to the Seller and the right to use any words
             indicating that the Purchased Business is so carried on.

2.2      EXCLUDED ASSETS

         Notwithstanding the provisions of Section 2.1, the Purchased Assets
shall exclude the following property and assets of the Seller as determined at
the Effective Time (collectively, the "Excluded Assets"):

         (a) Cash. All cash on hand or in banks or other depositories;

         (b) Accounts Receivable. All accounts receivable, trade accounts, notes
             receivable, and book debts due or accruing due in respect of
             services provided by the Seller or Phelps on behalf of the Seller
             prior to the Effective Time and which have been invoiced by the
             Seller or by Phelps prior to the Effective Time;

         (c) Work in Progress. All work in progress consisting of services
             provided by the Seller or Phelps prior to the Effective Time and
             which have not been invoiced by the Seller or by Phelps as of the
             Effective Time;

         (d) Income Taxes. All income tax payments and/or installments paid by
             the Seller and the right to receive any refund of income taxes paid
             by the Seller;

<PAGE>   14

                                      -10-


         (e) Provincial Sales Taxes. All British Columbia provincial sales tax
             payments and/or installments paid by the Seller and the right to
             receive any refund of provincial sales taxes paid by the Seller;

         (f) GST. All GST payments and/or installments paid by the Seller and
             the right to receive any refund of GST paid by the Seller;

         (g) Bank Accounts. All bank accounts of the Seller;

         (h) Management Agreements. The interest of Seller in the Management
             Agreement;

         (i) Intercorporate Indebtedness. All amounts due or accruing due to or
             by the Seller from or to Phelps including, without limitation, any
             amounts due or accruing due from or to Phelps under the Management
             Agreement; and

         (j) Litigation. Any and all payments payable or to become payable to
             the Seller in regard to any actions, suits or proceedings.

2.3      MERCHANTABILITY

         Notwithstanding anything to the contrary contained in this Agreement,
the Purchaser and UTI acknowledge that the Purchaser will acquire the Purchased
Assets on an "as is" "where is" basis and that the Seller does not make any
representation or warranty as to the fitness for purpose, condition or
merchantability of the Purchased Assets or any of them, except as expressly
provided otherwise in Article 5. Each of the Purchaser and UTI acknowledge and
agree that they have relied and shall rely solely on their own appraisal and
estimate as to the quantum of value of the Purchased Assets and the Purchased
Business and that they have relied and shall rely on their own analysis related
thereto, notwithstanding anything to the contrary contained in this Agreement.

                                    ARTICLE 3
                                 PURCHASE PRICE

3.1      PURCHASE PRICE

         Subject to the adjustments provided for in Section 3.2, the aggregate
purchase price (the "PURCHASE PRICE") payable by the Purchaser to the Seller for
the Purchased Assets shall be Cdn. $6,217,140, payable by delivery of a bank
draft or wire transfer at Closing.

3.2      ADJUSTMENTS

         (a) Apportionment of Benefits and Obligations. All benefits and
             obligations of any kind and nature accruing, payable or paid in
             respect of the Purchased Assets shall be apportioned between the
             Seller and the Purchaser as of the Effective Time.

         (b) Interim Accounting. An interim accounting and adjustment shall be
             carried out by the Seller and a statement (the "INTERIM ACCOUNTING
             STATEMENT") shall be


<PAGE>   15
                                      -11-

             prepared and delivered by the Seller to the Purchaser at least
             three Business Days prior to the Closing Date based on the Seller's
             good faith estimate of all adjustments to be made to the Purchase
             Price as of the Effective Time. The Purchase Price shall be
             adjusted on the Closing Date to reflect the adjustments provided
             for in the Interim Accounting Statement. At its initiative or upon
             the reasonable request of the Seller, the Purchaser agrees to
             provide subsequent Interim Accounting Statement(s) after the
             Closing Date and before the Final Accounting Statement is provided,
             and the Seller and the Purchaser agree to make all reasonable
             efforts to agree upon these subsequent interim adjustments and to
             provide for the prompt payment of same, together with interest
             thereon at the Prime Rate from and including the Closing Date to
             but excluding the date of payment.

         (c) Final Accounting. Following Closing, a final accounting shall be
             carried out by the Purchaser and a statement (the "FINAL ACCOUNTING
             STATEMENT") shall be prepared and delivered by the Purchaser to the
             Seller within nine (9) months after the Closing Date. Neither the
             Seller nor the Purchaser shall be obligated to make any further
             adjustments to the items provided for in the Final Accounting
             Statement after the Final Accounting Statement is approved or is
             deemed to have been approved.

         (d) Approval of Final Accounting Statement. The Seller shall have a
             period of 30 days from the date it receives the Final Accounting
             Statement in which to review the same. For the purpose of such
             review, the Purchaser agrees to permit the Seller and its
             authorized representatives to examine all working papers, schedules
             and other documentation used or prepared by the Purchaser in
             connection with the preparation of the Final Accounting Statement.
             If no objection to the Final Accounting Statement is given to the
             Purchaser by the Seller within such 30 day period in accordance
             with the provisions of Subsection 3.2(e), the Final Accounting
             Statement shall be deemed to have been approved as of the last day
             of such 30 day period.

         (e) Objection to Final Accounting Statement. If the Seller objects to
             the Final Accounting Statement within the 30 day period referenced
             in Subsection 3.2(d) by giving written notice to the Purchaser
             setting out in reasonable detail the nature of such objection, the
             Seller and Purchaser agree to attempt to resolve the matters in
             dispute within 15 days from the date of giving such notice. If all
             matters in dispute are resolved by the Seller and the Purchaser,
             the Final Accounting Statement shall be modified to the extent
             required to give effect to such resolution and shall be deemed to
             have been approved as of the date of such resolution.

         (f) Dispute Resolution. If the Seller and Purchaser cannot resolve all
             matters in dispute within the 15 day period referenced in
             Subsection 3.2(e), all unresolved matters shall be submitted for
             resolution to a single arbitrator chosen by the Seller and the
             Purchaser, or failing agreement, chosen by a judge of the Court of
             Queen's Bench of Alberta (the "ARBITRATOR"). The Arbitrator shall
             be given access to all materials and information reasonably
             requested by it for such

<PAGE>   16

                                      -12-

             purpose. The rules and procedures to be followed in the arbitration
             proceedings shall be determined by the Arbitrator in its
             discretion. The Arbitrator's determination of all such matters
             shall be final and binding and shall not be subject to appeal by
             any Party. The fees and expenses of the Arbitrator shall be borne
             equally by the Seller and the Purchaser or in such other proportion
             as may be determined by the Arbitrator in its sole discretion. The
             Final Accounting Statement shall be modified to the extent required
             to give effect to the Arbitrator's determination and shall be
             deemed to have been approved as of the date of such determination.

         (g) Payment of Adjusted Amount. Any adjustments to the Purchase Price
             shall be settled by the indebted Party by cash payment to the
             recipient Party within 5 Business Days after the Final Accounting
             Statement is deemed to have been approved in accordance with this
             Section 3.2, together with interest thereon at the Prime Rate from
             and including the Closing Date to but excluding the date of
             payment.

3.3      ALLOCATION OF PURCHASE PRICE

         The Seller and the Purchaser agree to allocate the Purchase Price among
the Purchased Assets in accordance with Schedule 9 and to report the sale and
purchase of the Purchased Assets for all federal, provincial and local tax
purposes in a manner consistent with such allocation.

3.4      GST

         (a) The Parties acknowledge that the Purchase Price is exclusive of the
             Goods and Services Tax ("GST") as provided for in the Excise Tax
             Act (Canada).

         (b) Each of the Seller and the Purchaser represent and warrant to the
             other that it is a registrant for GST purposes and will continue to
             be a registrant at the Closing Date in accordance with the
             provisions of the Excise Tax Act (Canada) and that each of their
             GST registration numbers is:

                  Seller    - BN 89704 7999 RT0001
                  Purchaser - o

         (c) The Seller represents and warrants to the Purchaser that the sale
             of the Purchased Assets is a sale of a business or part of a
             business carried on by the Seller at the time of the sale for the
             purposes of the Excise Tax Act (Canada), and the Purchaser
             represents and warrants to the Seller that the acquisition of the
             Purchased Assets represents the acquisition of all or substantially
             all of the property that can reasonably be regarded as being
             necessary for the Purchaser to be capable of carrying on the
             Seller's business or such part of the Seller's business as a
             business.

         (d) The Seller and the Purchaser shall jointly prepare and execute the
             election prescribed by subsection 167(1) of the Excise Tax Act
             (Canada) and the


<PAGE>   17
                                      -13-

             Purchaser shall file such election in the manner and within the
             time prescribed thereto.

         (e) Pursuant to paragraph Subsection 3.4(d) above, and subsection
             167(1.1) of the Excise Tax Act (Canada), no GST is payable by the
             Purchaser to the Seller in respect of the sale and purchase of the
             Purchased Assets.

                                    ARTICLE 4
                            ASSUMPTION OF OBLIGATIONS

4.1      ASSUMPTION OF OBLIGATIONS

         Upon the terms and subject to the conditions of this Agreement, the
Purchaser shall assume, pay, satisfy, discharge, perform and fulfill, on the
Closing Date, all prospective obligations of the Seller which are required to be
performed on or after the Effective Time (the "ASSUMED OBLIGATIONS") under:

         (a) the Contracts described in Schedules 2 through 6 inclusive and
             Schedule 8;

         (b) the licenses, permits, approvals, consents, registrations,
             certificates and other authorizations described in Schedule 7;

         (c) any other Contracts entered into by the Seller in the ordinary
             course consistent with past business practice and generally
             accepted industry practice for the provision of goods or services
             by a third party to the Seller on normal commercial terms and which
             will not require an aggregate expenditure in excess of $100,000;
             and

         (d) any other Contracts entered into by the Seller in the ordinary
             course consistent with past business practice and generally
             accepted industry practice for the provision of goods or services
             by the Seller to a third party on normal commercial terms and which
             will not result in the receipt of revenue in excess of an aggregate
             of $50,000.

4.2      EXCLUSION OF LIABILITIES

         Except as set forth in Section 4.1, the Purchaser shall not be
obligated to pay or perform or otherwise be responsible for any Liabilities of
the Seller including any Liabilities or claims of any kind or nature arising out
of or related to the operation of the Purchased Business, the Seller or the
Purchased Assets accrued or incurred or caused by any act, condition, or event
existing or arising on or prior to the Effective Time or relating to the
Excluded Assets (the "EXCLUDED LIABILITIES").

<PAGE>   18
                                      -14-


                                    ARTICLE 5
                    REPRESENTATIONS AND WARRANTIES OF SELLER

         The Seller represents and warrants to the Purchaser as follows:

5.1      ORGANIZATION

         The Seller is a corporation validly subsisting under the laws of the
Province of Alberta and has the corporate power to carry on the Purchased
Business as now being conducted by it and to enter into this Agreement and to
perform its obligations hereunder.

5.2      AUTHORIZATION

         This Agreement has been duly authorized, executed and delivered by the
Seller and the Major Shareholders and is a legal, valid and binding obligation
of the Seller and the Major Shareholders, enforceable against them by the
Purchaser in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency and other laws affecting the rights of creditors
generally and except that equitable remedies may be granted only in the
discretion of a court of competent jurisdiction.

5.3      NO CONFLICT

         The execution and delivery of this Agreement by the Seller and the
consummation of the transactions herein provided for will not result in:

         (a) the breach or violation of any of the provisions of, or constitute
             a default under, or conflict with:

             (i)   any provision of the constating documents or by-laws or
                   resolutions of the board of directors (or any committee
                   thereof) or shareholders of the Seller;

             (ii)  any judgment, decree, order or award of any court,
                   governmental body or arbitration having jurisdiction over the
                   Seller;

             (iii) any licence, permit, approval, consent or authorization held
                   by the Seller or necessary to the operation of the Purchased
                   Business except as set forth in Schedule 11; or

             (iv)  any applicable law, statute, ordinance, regulation or rule;

         (b) a default under any Contract to which the Seller is a party or by
             which it is or any of the Purchased Assets are bound, except for
             the notifications, consents and approvals described in Part 2 of
             Schedule 11; or

         (c) the creation or imposition of any Encumbrance on any of the
             Purchased Assets.

<PAGE>   19

                                      -15-

5.4      NO OTHER AGREEMENTS TO PURCHASE

         No Person other than the Purchaser has any written or oral agreement or
option or any right or privilege (whether by law, pre-emptive or contractual)
capable of becoming an agreement or option for the purchase or acquisition from
the Seller of any of the Purchased Assets.

5.5      SUFFICIENCY OF PURCHASED ASSETS

         The Purchased Assets owned or leased by the Seller are sufficient to
carry on the Purchased Business in a manner consistent with the past business
practices of the Seller. All the tangible Purchased Assets are situate at the
locations set out in Schedules 2 and 5.

5.6      TITLE TO PURCHASED ASSETS

         The Seller is the absolute legal and beneficial owner of and has good
and marketable title to, or in the case of leased, subleased, licensed or
sublicensed Purchased Assets, valid and subsisting leasehold interests or
licenses as the case may be in, all of the Purchased Assets, free and clear of
all Encumbrances, except Permitted Encumbrances, and is exclusively entitled to
possess and dispose of the Purchased Assets (subject only to the necessity for
obtaining the consents and approvals described in Schedule 11).

5.7      LEASED REAL PROPERTY

         The Seller is not the beneficial or registered owner of and has not
agreed to acquire any real property or any interest in any real property other
than the Leased Real Property described in Schedule 4. The Seller is not a party
to any lease or agreement to lease in respect of any real property, whether as
lessor or lessee, other than the leases (the "Leases") described in Schedule 4.
Schedule 4 sets out the parties to each of the Leases, their dates of execution
and expiry dates, any options to renew, the locations of the leased lands and
premises and the rent payable thereunder. Except as described in Schedule 4, the
Seller occupies the Leased Property and has the exclusive right to occupy and
use the Leased Property. Each of the Leases is in good standing and in full
force and effect, and neither the Seller nor any other party thereto is in
breach of any covenants, conditions or obligations contained therein. The Seller
has provided to the Purchaser a true and complete copy of each Lease and all
amendments thereto referred to in Schedule 4.

5.8      INTELLECTUAL PROPERTY

         Schedule 8 sets out all registered or pending Intellectual Property
(including particulars of registration or application for registration) and all
licences, registered user agreements and other Contracts that comprise or relate
to Intellectual Property. The Intellectual Property comprises all trade or brand
names, business names, trade marks, service marks, copyrights, patents, trade
secrets, know-how, inventions, designs and other industrial or intellectual
property necessary to conduct the Purchased Business. The Seller is the
beneficial owner of the Intellectual Property, free and clear of all
Encumbrances, and is not a party to or bound by any Contract or any other
obligation whatsoever that limits or impairs its ability to sell, transfer,
assign or convey, or that otherwise affects, the Intellectual Property. No
Person has been granted

<PAGE>   20
                                      -16-


any interest in or right to use all or any portion of the Intellectual Property.
To the knowledge of the Seller and the Major Shareholders, the conduct of the
Purchased Business does not infringe upon the industrial or intellectual
property rights, domestic or foreign, of any other Person. Neither the Seller
nor the Major Shareholders are aware of a claim of any infringement or breach of
any industrial or intellectual property rights of any other Person, nor have the
Seller or the Major Shareholders received any notice that the conduct of the
Purchased Business, including the use of the Intellectual Property, infringes
upon or breaches any industrial or intellectual property rights of any other
Person, and the Seller and the Major Shareholders have no knowledge of any
infringement or violation of any of the Seller's rights in the Intellectual
Property. Neither the Seller nor the Major Shareholders are aware of any state
of facts that casts doubt on the validity or enforceability of any of the
Intellectual Property. The Seller has provided to the Purchaser a true and
complete copy of all Contracts and amendments thereto that comprise or relate to
the Intellectual Property referred to in Schedule 8.

5.9      INSURANCE

         The Seller has insured the Purchased Assets set forth in Schedules 2, 4
and 5 in accordance with the Seller's normal business practices against loss or
damage by all insurable hazards or risks and such insurance coverage will be
continued in full force and effect up to and including the Time of Closing.
Schedule 10 sets out all insurance policies (specifying the insurer, the amount
of the coverage, the type of insurance, the policy number and any pending claims
thereunder) maintained by the Seller on the Purchased Assets set forth in
Schedules 2, 4 and 5 as of the date hereof and true and complete copies of the
most recent inspection reports, if any, received from insurance underwriters or
others as to the condition of the Purchased Assets. The Seller is not in default
with respect to any of the provisions contained in any such insurance policy and
has not failed to give any notice or present any claim under any such insurance
policy, in due and timely fashion. The Seller has provided to the Purchaser a
true copy of each insurance policy referred to in Schedule 10.

5.10     MATERIAL CONTRACTS

         The Schedules describe each of the following material subsisting
Contracts relating to the Purchased Business or Purchased Assets to which the
Seller is a party or by which it or any of the Purchased Assets is bound:

         (a) any Contract for the purchase or supply of materials, supplies,
             equipment or services involving more than $50,000 in respect of any
             one such Contract or more than $100,000 in respect of all such
             Contracts;

         (b) any employment, consulting or management Contract or any other
             Contract with any officer, employee or consultant, other than oral
             Contracts of indefinite hire terminable by the Seller without cause
             or reasonable notice;

         (c) any profit sharing, bonus, stock option, pension, retirement,
             disability, stock purchase, medical, dental, hospitalization,
             insurance or similar plan or agreement providing benefits to any
             current or former director, officer, employee or consultant;

<PAGE>   21

                                      -17-



         (d) any Encumbrance registered against any of the Purchased Assets or a
             leasing transaction of the type required to be capitalized in
             accordance with generally accepted accounting principles;

         (e) any distributor, sales, advertising, agency or manufacturer's
             representative Contract;

         (f) any collective bargaining agreement or other Contract with any
             labour union;

         (g) any Contracts for capital expenditures in excess of $50,000 in
             respect of any one such Contract or in excess of $100,000 in the
             aggregate in respect of all such Contracts;

         (h) any Contract for the sale of any assets;

         (i) any Contract pursuant to which the Seller is a lessor of any
             machinery, equipment, motor vehicles, office furniture, fixtures or
             other personal property;

         (j) any non-competition or similar Contract;

         (k) any licence, franchise or other agreement that relates in whole or
             in part to any Intellectual Property;

         (l) any agreement of guarantee, support, indemnification, assumption or
             endorsement of, or any other similar commitment with respect to,
             the obligations, Liabilities (whether accrued, absolute, contingent
             or otherwise) or indebtedness of any other Person, except for
             cheques endorsed for collection in the ordinary course of the
             Purchased Business, which obligations, Liabilities or indebtedness
             the Purchaser shall be obligated to pay, assume or perform or
             otherwise be responsible;

         (m) any Contract that expires, or may expire if the same is renewed or
             extended at the option of any Person other than the Seller, more
             than one year after the date of this Agreement;

         (n) any Contract entered into by the Seller other than in the ordinary
             course of the Purchased Business; or

         (o) any other Contract which is material to the Seller or the absence
             of which would have a material adverse effect on the Purchased
             Business or the Purchased Assets.

Except as described in the Schedules, the Seller has performed all of the
obligations required to be performed by it and is entitled to all benefits
under, and is not in default or alleged to be in default in respect of, any
Contract relating to the Purchased Business or Purchased Assets to which it is a
party or by which it is bound; the Seller has not received payment under any
Contract for any goods or services not yet provided by the Seller under such
Contract; all such Contracts are in good standing and in full force and effect,
and no event, condition or occurrence exists that, after notice or lapse of time
or both, would constitute a default under any of the
<PAGE>   22

                                      -18-

foregoing. The Seller has provided to the Purchaser a true and complete copy of
each Contract listed or described in the Schedules and all amendments thereto,
except for oral Contracts.

5.11     COMPLIANCE WITH LAWS; GOVERNMENTAL AUTHORIZATION

         To the knowledge of the Seller, the Seller has complied in all material
respects with all laws, statutes, ordinances, regulations, rules, judgments,
decrees or orders applicable to the Purchased Business or the Purchased Assets.
Schedule 7 sets out a complete and accurate list of all licences, permits,
approvals, consents, certificates, registrations and authorizations (whether
governmental, regulatory or otherwise) (the "LICENCES") held by or granted to
the Seller, and there are no other licences, permits, approvals, consents,
certificates, registrations or authorizations necessary to carry on the
Purchased Business or to own or lease any of the Purchased Assets. Each Licence
is valid, subsisting, in good standing, and transferable or assignable to the
Purchaser, except as noted otherwise in Schedule 7. The Seller has received no
notice of nor is the Seller in default or breach of any Licence and, to the
knowledge of the Seller, no proceeding is pending or threatened to revoke or
limit any Licence. The Seller has provided to the Purchaser a true and complete
copy of each Licence and all amendments thereto referred to in Schedule 7.

5.12     CONSENTS AND APPROVALS

         (a) Regulatory Consents. There is no requirement to make any filing
             with, give any notice to or to obtain any licence, permit,
             certificate, registration, authorization, consent or approval of,
             any governmental or regulatory authority as a condition to the
             lawful consummation of the transactions contemplated by this
             Agreement, except for the filings, notifications, licences,
             permits, certificates, registrations, consents and approvals
             described in Part 1 of Schedule 11 or that relate solely to the
             identity of the Purchaser or the nature of any business carried on
             by the Purchaser.

         (b) Third Party Consents. There is no requirement under any Contract
             relating to the Purchased Business or Purchased Assets to which the
             Seller is a party or by which it is bound to give any notice to, or
             to obtain the consent or approval of, any party to such agreement,
             instrument or commitment relating to the consummation of the
             transactions contemplated by this Agreement, except for the
             notifications, consents and approvals described in Part 2 of
             Schedule 11.

5.13     FINANCIAL STATEMENTS

         The Financial Statements have been prepared in accordance with
generally accepted accounting principles applied on a basis consistent with
prior periods, are correct and complete, and present fairly the assets,
Liabilities and financial condition of the Seller as at the respective dates of
the Financial Statements and the sales, earnings and results of operations of
the Seller for the respective periods covered by the Financial Statements. The
Seller has provided to the Purchaser true and complete copies of the Financial
Statements.

<PAGE>   23

                                      -19-

5.14     BOOKS AND RECORDS

         The books and records of the Seller fairly and correctly set out and
disclose, in accordance with Canadian generally accepted accounting principles,
the financial position of the Seller as at the date hereof, and all financial
transactions of the Seller relating to the Purchased Business have been
accurately recorded in such books and records.

5.15     ABSENCE OF CHANGES

         Since September 1, 1999, the Purchased Business has been carried on in
the ordinary and normal course consistent with the Seller's past business
practice and, except as set forth in the Financial Statements or as described in
Schedule 13 there has not been:

         (a) any material adverse change in the condition (financial or
             otherwise), assets, Liabilities, operations, earnings, business or
             prospects of the Purchased Business;

         (b) any damage, destruction or loss (whether or not covered by
             insurance) affecting Purchased Assets having a value in excess of
             $100,000 in each instance or $200,000 in the aggregate;

         (c) any Liability or Contract incurred or entered into by the Seller in
             connection with the Purchased Business, other than those incurred
             or entered into in the ordinary and normal course of the Purchased
             Business and consistent with the Seller's past business practice;

         (d) any labour trouble adversely affecting the Purchased Business or
             the Purchased Assets;

         (e) any sale, assignment, transfer, licenses, disposition, pledge,
             mortgage or granting of a security interest or other Encumbrance on
             or over any Purchased Assets;

         (f) any write-down or write-off of any inventory, accounts or notes
             receivable or any portion thereof relating to the Purchased
             Business in amounts exceeding $50,000 in each instance or $100,000
             in the aggregate;

         (g) any amendment, termination or waiver of any rights of value to the
             Purchased Business in amounts exceeding $100,000 in each instance
             or $200,000 in the aggregate;

         (h) any capital expenditures or commitments relating to the Purchased
             Business or Purchased Assets in excess of $200,000 in the
             aggregate;

         (i) any change in the maintenance procedures followed by the Seller;

         (j) any change in the accounting or tax practices followed by the
             Seller; or

         (k) any change in the credit terms offered to customers of, or by
             suppliers to, the Purchased Business.


<PAGE>   24

                                      -20-

5.16     NON-ARM'S LENGTH TRANSACTIONS

         (a) Except for any Contracts which do not form part of the Purchased
             Assets or the Assumed Obligations, the Seller is not party to any
             Contract with any officer, director, employee, shareholder or any
             other Person not dealing at arm's length with the Seller (within
             the meaning of the Tax Act) or any Affiliate or Associate of any of
             the foregoing.

         (b) No officer, director or shareholder of the Seller and no entity
             that is an Affiliate or Associate of one or more of such
             individuals:

             (i)  owns, directly or indirectly, any interest in (except for
                  shares representing less than five per cent of the outstanding
                  shares of any class or series of any publicly traded company),
                  or is an officer, director, employee or consultant of, any
                  Person that is, or is engaged in business as, a competitor of
                  the Purchased Business or a lessor, lessee, supplier,
                  distributor, sales agent or customer of the Purchased
                  Business; or

             (ii) owns, directly or indirectly, in whole or in part, any
                  property that the Seller uses in the operation of the
                  Purchased Business.

5.17     LITIGATION

         Except as described in Schedule 14, there are no actions, suits or
proceedings (whether or not purportedly on behalf of the Seller) pending or, to
the best knowledge of the Seller, threatened against or affecting the Seller at
law or in equity or before or by any federal, provincial, municipal or other
governmental department, court, commission, board, bureau, agency or
instrumentality, domestic or foreign, or before or by an arbitrator or
arbitration board. The Seller is not aware of any ground on which any such
action, suit or proceeding might be commenced with any reasonable likelihood of
success.

5.18     RESIDENCY

         The Seller is a resident of Canada for the purposes of the Tax Act.

5.19     ENVIRONMENTAL MATTERS

         (a) Except as described in Schedule 15, the Seller has been and is in
             compliance in all material respects with all applicable federal,
             provincial, municipal and local laws, statutes, ordinances, by-laws
             and regulations, and other directives and decisions rendered by any
             ministry, department or administrative or regulatory agency
             ("ENVIRONMENTAL LAWS") relating to the protection of the
             environment, occupational health and safety or the manufacture,
             processing, distribution, use, treatment, storage, disposal,
             transport or handling of any pollutants, contaminants, chemicals or
             industrial toxic or hazardous wastes or substances.

<PAGE>   25

                                      -21-

         (b) The Seller has never received any notice of nor been prosecuted for
             non-compliance with any Environmental Laws with respect to the
             Purchased Business or the Purchased Assets.

         (c) The Seller has delivered to the Purchaser a true and complete copy
             of all environmental audits, evaluations, assessments, studies or
             tests relating to the Purchased Business or Purchased Assets of
             which it is aware.

5.20     EMPLOYEE MATTERS

         The Seller has no employees and has not entered into any consulting or
employment contracts or similar contracts.

5.21     CUSTOMERS AND SUPPLIERS

         (a) Schedule 17 sets out the major customers of the Purchased Business,
             being those customers of the Purchased Business accounting for more
             than 10% of revenue during either the period January 1, 1997 to
             February 29, 2000, or the last 12 calendar months. To the knowledge
             of the Seller there has been no termination or cancellation of, and
             no modification or change in, the Seller's business relationship
             with any major customer or group of major customers. The Seller has
             no reason to believe that the benefits of any relationship with any
             of the major customers or suppliers of the Purchased Business will
             not continue after the Closing Date in substantially the same
             manner as prior to the date of this Agreement.

         (b) Except as set forth in Schedule 17, the Seller has not derived any
             of its revenues during its last fiscal year from sales to, or
             within, the United States or from services performed in the United
             States.

5.22     Y2K COMPLIANCE

         To the knowledge of the Seller, all of the Purchased Assets are Year
2000 Compliant to the extent applicable. For the purposes of this Agreement,
"Year 2000 Compliant" means that:

         (a) neither the performance nor the functionality of the Purchased
             Assets will be affected by dates prior to, during, or after the
             year 2000, or by any changes to the field configuration which
             contains the date information within any part of the Purchased
             Assets caused by the advent of the year 2000;

         (b) the Purchased Assets are and will be capable of accurate and timely
             processing, storage, inputting, outputting, displaying, sorting and
             sequencing of any data or input which includes an indication of or
             reference to a date; and

         (c) the Purchased Assets are and will be capable of accurate and timely
             identification, manipulation, and calculation using dates outside
             the 1900 - 1999 year range.

<PAGE>   26

                                      -22-

5.23     FULL DISCLOSURE

         To the knowledge of the Seller, there are no facts pertaining to the
Seller, the Purchased Business or the Purchased Assets which could reasonably be
expected to have a material adverse effect on the Purchased Business or the
Purchased Assets and which have not been disclosed in this Agreement or the
Schedules.

5.24     BROKERS

         No broker, finder or investment banker is entitled to any brokerage,
finder's or other fee or commission in connection with the transactions
contemplated by this Agreement based upon arrangements made by or on behalf of
the Seller.

                                    ARTICLE 6
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

                  The Purchaser and UTI, jointly and severally, represent and
warrant to the Seller as follows:

6.1      ORGANIZATION

         The Purchaser is a corporation validly subsisting under the laws of the
Province of Alberta and has the corporate power to enter into this Agreement and
to perform its obligations hereunder. UTI is a corporation validly subsiding
under the laws of the State of Delaware and has the corporate power to enter
into this Agreement and to perform its obligations hereunder.

6.2      AUTHORIZATION

         This Agreement has been duly authorized, executed and delivered by each
of the Purchaser and UTI and are legal, valid and binding obligations of the
Purchaser and UTI enforceable against the Purchaser and UTI, as the case may be,
by the Seller in accordance with the terms of this Agreement, except as such
enforcement may be limited by bankruptcy, insolvency and other laws affecting
the rights of creditors generally and except that equitable remedies may only be
granted in the discretion of a court of competent jurisdiction.

6.3      NO CONFLICT

         The execution and delivery of this Agreement by each of the Purchaser
and UTI and the consummation of the transactions herein provided for will not
result in the violation of any provision of, or constitute a default under, or
conflict with or cause the acceleration of any obligation of the Purchaser or
UTI under:

         (a) any provision of the constating documents or by-laws or resolutions
             of the board of directors (or any committee thereof) or
             shareholders of the Purchaser or UTI;

         (b) any judgment, decree, order or award of any court, governmental
             body or arbitrator having jurisdiction over the Purchaser or UTI;


<PAGE>   27

                                      -23-

         (c) any applicable law, statute, ordinance, regulation or rule; or

         (d) any Contract to which the Purchaser or UTI is a party or by which
             the Purchaser or UTI are bound.

6.4      CONSENTS AND APPROVALS

         (a) Regulatory Consents. There is no requirement for either the
             Purchaser or UTI to make any filing with, give any notice to or
             obtain any licence, permit, certificate, registration,
             authorization, consent or approval of, any government or regulatory
             authority as a condition to the lawful consummation of the
             transactions contemplated by this Agreement and that would
             materially adversely affect the Purchaser's or UTI's ability to
             consummate the transactions contemplated by this Agreement.

         (b) Third Party Consents. Except for notices to UTI's lenders and any
             applicable stock exchange, there is no requirement under any
             Contract to which either the Purchaser or UTI is a party or by
             which either the Purchaser or UTI is bound, to give notice to,
             obtain the consent or approval of, any party to such Contract
             relating to the transactions contemplated by this Agreement that
             would materially adversely affect the Purchaser's or UTI's ability
             to consummate the transactions contemplated by this Agreement.

6.5      INVESTMENT CANADA

         The Purchaser will comply with the Investment Canada Act and the
Competition Act to the extent, if any, applicable to the transactions referred
to in this Agreement including, without limitation, the related transactions
contemplated by the agreements listed in Schedule 20.

6.6      BROKERS

         No broker, finder or investment banker is entitled to any brokerage,
finder's or other fee or commission in connection with the transactions
contemplated by this Agreement based upon arrangements made by or on behalf of
either the Purchaser or UTI.



                                    ARTICLE 7
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

7.1      SURVIVAL OF REPRESENTATIONS AND WARRANTIES

         Notwithstanding the Closing nor any investigation made by or on behalf
of the Party entitled to the benefit thereof, the representations and warranties
contained in this Agreement and in all certificates and documents delivered
pursuant to or contemplated by this Agreement shall survive the Closing of the
transactions contemplated hereby and shall not be merged in any conveyances or
other document provided pursuant to this Agreement, provided that no claim

<PAGE>   28

                                      -24-

may be made by one Party against any other Party, pursuant to or based upon any
of these representations and warranties, unless written notice thereof with
reasonable particulars shall have been provided by such Party to the other Party
within 18 months following the Closing.

                                    ARTICLE 8
                                    COVENANTS

8.1      ACCESS TO PURCHASED BUSINESS AND PURCHASED ASSETS

         The Seller shall permit the Purchaser to conduct a due diligence review
of the Purchased Assets and the records and documents related thereto and to the
Purchased Business. The Seller shall forthwith make available to the Purchaser
and its authorized representatives and, if requested by the Purchaser, provide a
copy to the Purchaser of, all title documents, Contracts, financial statements,
policies, plans, reports, licences, orders, permits, books of account,
accounting records and all other documents, information and data relating to the
Purchased Business. The Seller shall afford the Purchaser and its authorized
representatives every reasonable opportunity to have free and unrestricted
access to the Purchased Assets during normal business hours and all other
property and assets utilized in the Purchased Business. At the request of the
Purchaser, the Seller shall execute such consents, authorizations and directions
as may be necessary to permit any inspection of the Purchased Business or any of
the Purchased Assets or to enable the Purchaser or its authorized representative
to obtain full access to all files and records relating to any of the Purchased
Assets maintained by governmental or other public authorities. At the
Purchaser's request, the Seller shall co-operate with the Purchaser in arranging
any such meetings as the Purchaser should reasonably request with:

         (a) customers, suppliers, distributors or others who have or have had a
             business relationship with the Seller in respect of the Purchased
             Business; and

         (b) the auditors, solicitors or any other persons engaged or previously
             engaged to provide services to the Seller who have knowledge of
             matters relating to the Purchased Business or Purchased Assets.

         In particular, without limitation, the Seller shall permit the
Purchaser's representatives or consultants to conduct all such testing and
inspection in respect of environmental matters at such locations of the
Purchased Business as the Purchaser may determine, in its sole discretion, as
may be required to satisfy the Purchaser in respect of such matters and the
Seller shall permit the representatives or consultants of the Purchaser to
conduct a physical review of the equipment of the Purchased Business as the
Purchaser reasonably deems necessary so as to enable the Purchaser to appraise
and/or estimate the quantum of value of such equipment. The exercise of any
rights of inspection by or on behalf of the Purchaser under this Section 8.1
shall not mitigate or otherwise affect any of the representations and warranties
of the Seller hereunder, which shall continue in full force and effect as
provided in Section 7.1. Notwithstanding the foregoing or anything to the
contrary contained in this Agreement, each of the Purchaser and UTI acknowledge
and agree that it has relied and shall rely solely on its own appraisal and
estimate of the quantum of value of the Purchased Assets and the Purchased
Business and that it has relied and shall rely on its own analysis related
thereto.


<PAGE>   29
                                      -25-


8.2      DELIVERY OF BOOKS AND RECORDS

         At the Time of Closing, there shall be delivered to the Purchaser by
the Seller all the books and records described in Section 2.1. The Purchaser
agrees that it will preserve the books and records so delivered to it for a
period of 4 years from the Closing Date, or for such longer period as is
required by any applicable law, and will permit the Seller or its authorized
representatives reasonable access thereto in connection with the affairs of the
Seller relating to its matters, but the Purchaser shall not be responsible or
liable to the Seller for or as result of any accidental loss or destruction of
or damage to any such books or records. Until March 1, 2001, the Seller will be
permitted reasonable access to the computer system which relates to the
Purchased Assets to handle accounting and other matters related to the Seller.

8.3      CHANGE OF NAME

         The Seller agrees that from and after the Closing Date the Seller will
not use the words "Phelps Drilling" or "Phelps Drilling International" or any
variation thereof or any similar words in any active business or other activity
which might create any confusion over these names.

8.4      CONDUCT OF PURCHASED BUSINESS PRIOR TO CLOSING

         Without in any way limiting any other obligations of the Seller
hereunder, during the period from the date hereof to the Time of Closing:

         (a) Conduct Business in the Ordinary Course. The Seller shall conduct
             the Purchased Business and maintain the Purchased Assets in a
             proper and prudent manner consistent with past practice and
             generally accepted industry practice. In addition, the Seller shall
             not, without the prior written consent of the Purchaser (such
             consent not to be unreasonably withheld), (i) enter into any
             transaction or refrain from doing any action that, if effected
             before the date of this Agreement, would constitute a breach of any
             representation, warranty, covenant or other obligation of the
             Seller contained herein, or (ii) make any material decisions or
             enter into any material Contracts with respect to the Purchased
             Business or the Purchased Assets other than the entering into or
             performance of drilling contracts and maintenance and repair
             activities that are entered into or conducted in the ordinary
             course of business and in a proper and prudent manner consistent
             with past business practice and generally accepted industry
             practice;

         (b) Continue Insurance. The Seller shall (i) continue to maintain in
             full force and effect all policies of insurance or renewals thereof
             now in effect, (ii) take out, at the expense of the Purchaser, such
             additional insurance as may be reasonably requested by the
             Purchaser and (iii) give all notices and present all claims under
             all policies of insurance in a due and timely fashion;

         (c) Regulatory Consents. The Seller shall use its best efforts to
             obtain, at or prior to the Time of Closing, from all appropriate
             federal, provincial, municipal or other governmental or regulatory
             bodies, the licences, permits, consents, approvals, certificates,
             registrations and authorizations described in Part 1 of Schedule
             11;

<PAGE>   30

                                      -26-


         (d) Preserve Goodwill. The Seller shall use its best efforts to
             preserve intact the Purchased Business and Purchased Assets and to
             carry on the Purchased Business as currently conducted, and the
             Seller shall use its best efforts to promote and preserve for the
             Purchaser the goodwill of suppliers, customers and others having
             business relations with the Seller;

         (e) Discharge Liabilities. The Seller shall pay and discharge the
             Liabilities of the Seller relating to the Purchased Business in the
             ordinary course in accordance and consistent with the previous
             practice of the Seller, except those contested in good faith by the
             Seller;

         (f) Corporate Action. The Seller shall use its best efforts to take or
             cause to be taken all necessary corporate action, steps and
             proceedings to approve or authorize validly and effectively the
             transfer of the Purchased Assets to the Purchaser and the execution
             and delivery of this Agreement and the other agreements and
             documents contemplated hereby and to cause all necessary meetings
             of directors and shareholders of the Seller to be held for such
             purpose; and

         (g) Best Efforts. The Seller shall use its best efforts to satisfy the
             conditions contained in Section 9.1.

8.5      THIRD PARTY CONSENTS AND NOVATIONS

         (a) The Seller shall promptly give such notices to third parties and
             use its best efforts to obtain such third party consents and
             novations as the Purchaser or the Seller may reasonably deem
             necessary or desirable in connection with the transactions
             contemplated by this Agreement including, without limitation, those
             consents and novations described in Schedule 11. The Purchaser
             shall cooperate and use its best efforts to assist the Seller in
             giving such notices and obtaining such consents and novations.

         (b) Each of the Seller and the Purchaser agree that, in the event any
             consent or novation necessary or desirable to preserve for the
             Purchased Business any right or benefit under any lease, license,
             contract, commitment or other agreement or arrangement to which the
             Seller is a party is not obtained or in the reasonable opinion of
             the Seller should not be obtained prior to the Closing, the Seller
             will, subsequent to the Closing, cooperate with the Purchaser in
             attempting to obtain such consent or novation as promptly
             thereafter as practicable. Until such consent or novation is
             obtained or if such consent or novation cannot be obtained, the
             Seller shall use its best efforts to provide the Purchaser with the
             rights and benefits of the affected lease, license, contract,
             commitment or other agreement or arrangement (collectively, the
             "NON-ASSIGNABLE RIGHTS") for the term of such lease, license,
             contract or other agreement or arrangement, and, if the Seller
             provides such rights and benefits, the Purchaser shall assume the
             obligations and burdens thereunder and indemnify and save harmless
             the Seller in respect thereof. In particular, the Seller shall, at
             the request of the Purchaser:

<PAGE>   31

                                      -27-

             (i)   hold any such Non-Assignable Rights in trust for the
                   Purchaser or act as agent for the Purchaser;

             (ii)  enforce any rights of the Seller arising from such
                   Non-Assignable Rights against the issuer thereof or the other
                   party or parties thereto;

             (iii) take all such actions and do, or cause to be done, all such
                   things at the request of the Purchaser as shall reasonably be
                   necessary and proper in order that the value of any
                   Non-Assignable Rights shall be preserved and shall enure to
                   the benefit of the Purchaser; and

             (iv)  pay over to the Purchaser, all monies collected by or paid to
                   the Seller in respect of such Non-Assignable Rights in
                   respect of amounts due or accruing due subsequent to the
                   Effective Time.

8.6      FINANCIAL STATEMENT COOPERATION

         The Seller agrees, at the cost and expense of the Purchaser, to
cooperate with the Purchaser and to assist the Purchaser's outside auditors in
the preparation of any financial statements relating to the Purchased Assets and
the Seller that may be reasonably requested by the Purchaser or UTI for filing
with the Securities and Exchange Commission in connection with any filings that
may be made by the Purchaser or UTI under the US Securities Act or the US
Exchange Act. Such financial statements shall consist of (i) such audited
balance sheets and audited statements of operations, cash flows and changes in
equity together with the notes thereon and (ii) such unaudited interim balance
sheet and unaudited interim statements of operations, cash flows and changes in
equity, if any, in each case as the Purchaser or UTI shall reasonably deem to be
required by the Purchaser or UTI.

8.7      EXCLUSIVITY

         From the date hereof until the Closing, neither the Seller nor any of
the Major Shareholders will directly or indirectly initiate discussions with or
engage in negotiations with any Person other than the Purchaser for any sale of
the Purchased Business or any of the Purchased Assets, whether through any sale
of assets, sale of shares, reorganization or otherwise.

8.8      UPDATE OF SCHEDULES

         From the date hereof through and including the Closing Date, the Seller
may correct or update any of the Schedules. Any such correction or update shall
be made by actual delivery of an amended Schedule, marked to show changes (the
"AMENDED SCHEDULE"), which Amended Schedule shall replace the original Schedule
hereto. The Purchaser shall be given a reasonable opportunity to review any
Amended Schedule prior to Closing and shall have the right to postpone the
Closing for up to two Business Days to review any Amended Schedule delivered on
or immediately before the Closing Date. The Purchaser shall have the right to
terminate this Agreement at any time prior to the Closing if it is not
satisfied, acting reasonably, with any information contained in any Amended
Schedule.

<PAGE>   32

                                      -28-

                                    ARTICLE 9
                              CONDITIONS OF CLOSING

9.1      CONDITIONS OF CLOSING IN FAVOUR OF PURCHASER

         The sale and purchase of the Purchased Assets is subject to the
following terms and conditions for the exclusive benefit of the Purchaser, to be
performed or fulfilled at or prior to the Time of Closing:

         (a) Closing Deliveries. The Seller shall have delivered to the
             Purchaser the documents required to be delivered pursuant to
             Section 10.2;

         (b) Representations and Warranties. The representation and warranties
             of the Seller contained in this Agreement shall be true and correct
             in all material respects at the Time of Closing with the same force
             and effect as if such representations and warranties were made at
             and as of such time, and a certificate of the Seller, dated the
             Closing Date to that effect shall have been delivered to the
             Purchaser, such certificate to be in form and substance
             satisfactory to the Purchaser, acting reasonably;

         (c) Covenants. All of the terms, covenants and conditions of this
             Agreement to be complied with or performed by the Seller at or
             before the Time of Closing shall have been complied with or
             performed in all material respects, and a certificate of the Seller
             dated the Closing Date to that effect shall have been delivered to
             the Purchaser, such certificate to be in form and substance
             satisfactory to the Purchaser, acting reasonably;

         (d) Regulatory Consents. There shall have been obtained from all
             appropriate federal, provincial, municipal or other governmental or
             administrative bodies such licences, permits, consents, approvals,
             certificates, registrations and authorizations as are required to
             be obtained by the Seller to permit the change of ownership of the
             Purchased Assets contemplated hereby, including, without
             limitation, those described in Part 1 of Schedule 11, in each case
             in form and substance satisfactory to the Purchaser, acting
             reasonably;

         (e) Contractual Consents. The Seller shall have given or obtained the
             notices, consents and approvals described in Part 2 of Schedule 11,
             in each case in form and substance satisfactory to the Purchaser,
             acting reasonably;

         (f) No Action or Proceeding. No legal or regulatory action or
             proceeding shall be pending or threatened by any Person to enjoin,
             restrict or prohibit the purchase and sale of the Purchased Assets
             contemplated hereby;

         (g) No Material Damage. No material damage or physical alteration to
             the whole or any material part of the Purchased Assets or the
             Purchased Business, which would materially affect the value of the
             Purchased Assets or the Purchased Business, shall have occurred
             between the date hereof and the Time of Closing;

<PAGE>   33

                                      -29-

         (h) No Material Adverse Change. There shall have been no material
             adverse changes in the condition (financial or otherwise), of the
             assets, Liabilities, operations, earnings, business or prospects of
             the Purchased Business since the date of the most recent Financial
             Statements;

         (i) No Encumbrances. The Seller shall have provided for the discharge
             of the Encumbrances listed in Part 2 of Schedule 12 to the
             satisfaction of the Purchaser, acting reasonably;

         (j) Continued Operation. During the period from the date hereof to the
             Time of Closing, the Seller shall have operated the Purchased
             Business in a proper and prudent manner in accordance with
             generally accepted industry practices;

         (k) Legal Opinion. The Seller shall have delivered to the Purchaser a
             favourable opinion of counsel to the Seller in the form annexed
             hereto as Schedule 18;

         (l) Due Diligence. The Purchaser shall have completed, within 14 days
             following execution of this Agreement by the Parties, satisfactory
             due diligence regarding the Purchased Assets, the results of which
             are in all respects satisfactory to the Purchaser in its sole
             discretion;

         (m) Board Approval. UTI shall have obtained, within 14 days following
             execution of this Agreement by the Parties, the approval of its
             board of directors for the matters set out herein; and

         (n) Complete Transaction. This Agreement constitutes one part of a
             three part transaction, and accordingly shall not be binding unless
             the related transactions contemplated by the agreements listed in
             Schedule 20 are closed concurrent with the Closing of the
             transactions contemplated by this Agreement.

         If any of the conditions contained in this Section 9.1 shall not be
performed or fulfilled at or prior to the Time of Closing to the sole
satisfaction of the Purchaser, acting reasonably, the Purchaser may, by notice
to the Seller, terminate this Agreement, provided that the Purchaser may also
bring an action pursuant to Article 11 against the Seller and/or the Major
Shareholders for damages suffered by the Purchaser where the non-performance or
non-fulfillment of the relevant condition is a result of a breach of covenant,
representation or warranty by the Seller. Any such condition may be waived in
whole or in part by the Purchaser without prejudice to any claims it may have
for breach of covenant, representation or warranty.

9.2      CONDITIONS OF CLOSING IN FAVOUR OF SELLER

         The sale and purchase of the Purchased Assets is subject to the
following terms and conditions for the exclusive benefit of the Seller, to be
performed or fulfilled at or prior to the Time of Closing:

         (a) Closing Deliveries. The Purchaser shall have delivered to the
             Seller the Purchase Price and documents required to be delivered
             pursuant to Section 10.3;

<PAGE>   34


                                      -30-


         (b) Representations and Warranties. The representations and warranties
             of the Purchaser and UTI contained in this Agreement shall be true
             and correct in all material respects at the Time of Closing with
             the same force and effect as if such representations and warranties
             were made at and as of such time, and a certificate of each of the
             Purchaser and UTI, dated the Closing Date, to that effect shall
             have been delivered to the Seller each such certificate to be in
             form and substance satisfactory to the Seller, acting reasonably;

         (c) Covenants. All of the terms, covenants and conditions of this
             Agreement to be complied with or performed by the Purchaser and UTI
             at or before the Time of Closing shall have been complied with or
             performed in all material respects, and a certificate of each of
             the Purchaser and UTI, dated the Closing Date, to that effect shall
             have been delivered to the Seller, each such certificate to be in
             form and substance satisfactory to the Seller, acting reasonably;

         (d) Regulatory Consents. There shall have been obtained from all
             appropriate federal, provincial, municipal or other governmental or
             administrative bodies such licences, permits, consents, approvals,
             certificates, registrations and authorizations as are required to
             be obtained by the Purchaser to permit the change of ownership of
             the Purchased Assets contemplated hereby, including those described
             in Part I of Schedule 11, in each case in form and substance
             satisfactory to the Seller, acting reasonably;

         (e) No Action or Proceeding. No legal or regulatory action or
             proceeding shall be pending or threatened by any person to enjoin,
             restrict or prohibit the purchase and sale of the Purchased Assets
             contemplated hereby;

         (f) Legal Opinions. The Purchaser and UTI shall have delivered to the
             Seller favourable opinions of counsel to the Purchaser and UTI in
             the form annexed hereto as Schedule 19;

         (g) Approvals. The Seller shall have obtained, within five Business
             Days following execution of this Agreement, the approval of its
             board of directors and of its shareholders for the matters set out
             herein; and

         (h) Complete Transaction. This Agreement constitutes one part of a
             three part transaction, and accordingly shall not be binding unless
             the related transactions contemplated by the agreements listed in
             Schedule 20 are closed concurrent with the Closing of the
             transactions contemplated by this Agreement.

         If any of the conditions contained in this Section 9.2 shall not be
performed or fulfilled at or prior to the Time of Closing to the satisfaction of
the Seller acting reasonably, the Seller may, by notice to the Purchaser and
UTI, terminate this Agreement, provided that the Seller may also bring an action
pursuant to Article 11 against the Purchaser and/or UTI for damages suffered by
the Seller where the non-performance or non-fulfillment of the relevant
condition is as a result of a breach of covenant, representation or warranty by
the Purchaser and UTI. Any such condition




<PAGE>   35

                                      -31-

may be waived in whole or in part by the Seller without prejudice to any claims
it may be have for breach of covenant, representation or warranty.

                                   ARTICLE 10
                       CLOSING AND TRANSFER OF POSSESSION

10.1     PLACE OF CLOSING

         The Closing shall take place at the Time of Closing at the offices of
Macleod Dixon in Calgary, Alberta.

10.2     CLOSING DELIVERIES BY SELLER

         At the Closing the Seller shall deliver to the Purchaser:

         (a) an executed counterpart of the Bill of Sale plus any other deeds,
             conveyances, bills of sale, assurances, transfers, assignments and
             any other documentation necessary or reasonably required to
             transfer the Purchased Assets to the Purchaser with a good and
             marketable title, free and clear of all Encumbrances whatsoever
             except for Permitted Encumbrances.

         (b) a certificate of corporate status and an officer's certificate,
             certified by a senior officer of the Seller as of the Closing Date,
             which certificate shall include copies of its constating documents
             and by-laws and of the resolution authorizing the execution,
             delivery and performance by the Seller of this Agreement and any
             documents to be provided by it pursuant to the provisions hereof;

         (c) a receipt for the Purchase Price;

         (d) the certificates and other documents required to be delivered
             pursuant to Section 9.1; and

         (e) all such other documents relevant to the closing of the
             transactions contemplated hereby as the Purchaser, acting
             reasonably, may request.

10.3     CLOSING DELIVERIES BY PURCHASER

         At the Closing the Purchaser shall deliver to the Seller:

         (a) the Purchase Price by bank draft or wire transfer;

         (b) an executed counterpart of the Bill of Sale;

         (c) certificates of corporate status and officers' certificates,
             certified by a senior officer of each of the Purchaser and of UTI
             as of the Closing Date, which certificates shall include copies of
             constating documents and by-laws and of the resolution authorizing
             the execution, delivery and performance by the Purchaser


<PAGE>   36

                                      -32-

             and UTI of this Agreement and any documents to be provided by them
             pursuant to the provisions hereof;

         (d) the certificates and other documents required to be delivered
             pursuant to Section 9.2; and

         (e) all such other documents relevant to the closing of the
             transactions contemplated hereby as the Seller, acting reasonably,
             may request.

10.4     FURTHER ASSURANCES

         From and after the Closing Date, each Party to this Agreement covenants
and agrees that it will at all times after the Closing Date, at the expense of
the requesting Party, promptly execute and deliver all such documents,
including, without limitation, all such additional conveyances, transfers,
consents and other assurances and do all such other acts and things as any other
Party, acting reasonably, may from time to time request be executed or done in
order to better evidence or perfect or effectuate any provision of this
Agreement or of any agreement or other document executed pursuant to this
Agreement or any of the respective obligations intended to be created hereby or
thereby.

10.5     TRANSFER OF POSSESSION AND TITLE

         Subject to compliance with the terms and conditions hereof, the
transfer of possession of and title to the Purchased Assets shall be deemed to
take effect as at the Time of Closing.

10.6     RISK OF LOSS

         From the date hereof up to the Time of Closing, the Purchased Assets
shall be and remain at the risk of the Seller. If, prior to the Time of Closing,
all or any part of the Purchased Assets that are necessary to carry on the
Purchased Business as currently conducted are destroyed or damaged by fire or
any other casualty or shall be appropriated, expropriated or seized by
governmental or other lawful authority, the Purchaser may elect to complete the
purchase without reduction of the Purchase Price, in which event all proceeds of
insurance or compensation for expropriation or seizure shall be paid to the
Purchaser at the Time of Closing and all right and claim of the Seller to any
such amounts not paid by the Closing Date shall be assigned at the Time of
Closing to the Purchaser.

                                   ARTICLE 11
                                 INDEMNIFICATION

11.1     INDEMNIFICATION BY SELLER AND MAJOR SHAREHOLDERS

         The Seller and the Major Shareholders jointly and severally agree to
indemnify and save harmless the Purchaser from all Losses suffered or incurred
by the Purchaser as a result of or arising directly or indirectly out of or in
connection with:

<PAGE>   37
                                      -33-

         (a) any breach by the Seller of or any inaccuracy of any representation
             or warranty of the Seller contained in this Agreement or in any
             agreement, certificate or other document delivered pursuant hereto;

         (b) any breach or non-performance by the Seller of any covenant to be
             performed by it that is contained in this Agreement or in any
             agreement, certificate or other document delivered pursuant hereto;

         (c) the Excluded Liabilities or the Excluded Assets; and

         (d) the operation of the Purchased Business, or the ownership of the
             Purchased Assets, prior to the Time of Closing.

11.2     INDEMNIFICATION BY PURCHASER AND UTI

         The Purchaser and UTI jointly and severally agree to indemnify and save
harmless the Seller from all Losses suffered or incurred by the Seller as a
result of or arising directly or indirectly out of or in connection with:

         (a) any breach by the Purchaser or UTI of or any inaccuracy of any
             representation or warranty contained in this Agreement or in any
             agreement, instrument, certificate or other document delivered
             pursuant hereto;

         (b) any breach or non-performance by the Purchaser or UTI of any
             covenant to be performed by it that is contained in this Agreement
             or in any agreement, certificate or other document delivered
             pursuant hereto;

         (c) the Assumed Obligations;

         (d) any GST which becomes payable by the Seller in respect of the sale
             of the Purchased Assets other than as a result of a
             misrepresentation or breach by the Seller; and

         (e) the operation of the Purchased Business, or the ownership of the
             Purchased Assets, on or after the Time of Closing.

11.3     LIMITATIONS ON INDEMNIFICATION

         (a) Notwithstanding the foregoing provisions of this Article, but
             subject to (c) below, no Party shall be liable under the
             indemnifications in Section 11.1 or 11.2 unless and until the
             aggregate amount of liability thereunder exceeds Cdn. $25,000.

         (b) Notwithstanding the foregoing provisions of this Article, but
             subject to (c) below, the aggregate liability of the Seller and the
             Major Shareholders to the Purchaser under the indemnification
             provisions of this Agreement, and the aggregate liability of the
             Purchaser and UTI to the Seller under the indemnification
             provisions of this Agreement, shall be limited in each case to an
             amount equal to the Purchase Price.

<PAGE>   38

                                      -34-

         (c) The limitations on the liability of any Party under this Agreement
             shall only apply to the extent that there is not any fraud or
             wilful misconduct on the part of such Party, and all such limits on
             the liability of any Party shall lapse and be of no force and
             effect if and to the extent that there is or has been fraud or
             wilful misconduct on the part of such Party in connection with the
             matter with respect to which any claim against such Party is made
             hereunder.

         (d) All indemnification to which an indemnified Party may be entitled
             pursuant to the provisions of this Article shall be net of any
             insurance coverage paid to the indemnified Party with respect
             thereto, and shall exclude any claims arising from the indemnified
             Party's gross negligence or willful misconduct after the Closing.

         (e) Except for those covenants contained in Article 8 and which are
             intended to survive Closing as provided in Article 8, no Party
             shall be liable under the indemnifications in Section 11.1 or 11.2
             unless written notice of the claim as provided for in Section 11.4
             is given by the Indemnified Party (as defined in Section 11.4) to
             the Indemnifying Party (as defined in Section 11.4), within 18
             months following the Closing.

11.4     NOTICE OF CLAIM

         In the event that a Party (the "INDEMNIFIED PARTY") shall become aware
of any claim, proceeding or other matter (a "CLAIM") in respect of which any
other Party (the "INDEMNIFYING PARTY") agreed to indemnify the Indemnified Party
pursuant to this Agreement, the Indemnified Party shall promptly give written
notice thereof to the Indemnifying Party. Such notice shall specify whether the
Claim arises as a result of a claim by a Person against the Indemnified Party (a
"THIRD PARTY CLAIM") or whether the Claim does not so arise (a "DIRECT CLAIM"),
and shall also specify with reasonable particularity (to the extent that the
information is available):

         (a) the factual basis for the Claim; and

         (b) the amount of the Claim, if known.

         If, through the fault of the Indemnified Party, the Indemnifying Party
does not receive notice of any Claim in time to effectively contest the
determination of any liability susceptible of being contested, the Indemnifying
Party shall be entitled to set off against the amount claimed by the Indemnified
Party the amount of any Losses incurred by the Indemnifying Party resulting from
the Indemnified Party's failure to give such notice on a timely basis.

         In the event that a Major Shareholder shall, within 18 months following
the Closing, become aware of a Claim arising from a breach of any representation
and warranty contained in Section 5.6 (Title to Purchased Assets), Section 5.10
(Material Contracts) or Section 5.19 (Environmental Matters), such Major
Shareholder severally agrees to give prompt written notice thereof to the
Purchaser and UTI. This obligation is in addition to any disclosure obligations
which such Major Shareholder may owe to the Purchaser in such Major
Shareholder's capacity as an employee of the Purchaser or otherwise.


<PAGE>   39

                                      -35-
11.5     DIRECT CLAIMS

         With respect to any Direct Claim, following receipt of notice from the
Indemnified Party of the Claim, the Indemnifying Party shall have 30 days to
make such investigation of the Claim as is considered necessary or desirable.
For the purpose of such investigation, the Indemnified Party shall make
available to the Indemnifying Party the information relied upon by the
Indemnified Party to substantiate the affected Claim, together with all such
other information as the Indemnifying Party may reasonably request. If both
affected Parties agree at or prior to the expiration of such 30 day period (or
any mutually agreed upon extension thereof) to the validity and amount of such
Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the
full agreed upon amount of the Claim, failing which the matter shall be referred
to binding arbitration in such manner as the Parties may agree or shall be
determined by a court of competent jurisdiction.

11.6     THIRD PARTY CLAIMS

         With respect to any Third Party Claim, the Indemnifying Party shall
have the right, at its expense, to participate in or assume control of the
negotiation, settlement or defence of the Claim and, in such event, the
Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified
Party's out-of-pocket expenses as a result of such participation or assumption.
If the Indemnifying Party elects to assume such control, the Indemnified Party
shall have the right to participate in the negotiation, settlement or defence of
such Third Party Claim and to retain counsel to act on its behalf, provided that
the fees and disbursements of such counsel shall be paid by the Indemnified
Party unless the Indemnifying Party consents to the retention of such counsel or
unless the named parties to any action or proceeding include both the
Indemnifying Party and the Indemnified Party and a representation of both the
Indemnifying Party and the Indemnified Party by the same counsel would be
inappropriate due to the actual or potential differing interests between them
(such as the availability of different defenses). If the Indemnifying Party,
having elected to assume such control, thereafter fails to defend the Third
Party Claim within a reasonable time, the Indemnified Party shall be entitled to
assume such control and the Indemnifying Party shall be bound by the results
obtained by the Indemnified Party with respect to such Third Party Claim. If any
Party Claim is of a nature such that the Indemnified Party is required by
applicable law to make a payment to any Person (a "THIRD PARTY") with respect to
the Third Party Claim before the completion of settlement negotiations or
related legal proceedings, the Indemnified Party may make such payment and the
Indemnifying Party shall, forthwith after demand by the Indemnified Party,
reimburse the Indemnified Party for such payment. If the amount of any liability
of the Indemnified Party under the Third Party Claim in respect of which such a
payment was made, as finally determined, is less than the amount that was paid
by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall,
forthwith after receipt of the difference from the Third Party, pay the amount
of such difference to the Indemnifying Party.

11.7     SETTLEMENT OF THIRD PARTY CLAIMS

         If the Indemnifying Party fails to promptly assume control of the
defence of any Third Party Claim, the Indemnified Party shall have the exclusive
right to contest, settle or pay the amount claimed. Whether or not the
Indemnifying Party assumes control of the negotiation,


<PAGE>   40

                                      -36-

settlement or defence of any Third Party Claim, the Indemnifying Party shall not
settle any Third Party Claim without the written consent of the Indemnified
Party, which consent shall not be unreasonably withheld or delayed; provided,
however, that the liability of the Indemnifying Party shall be limited to the
proposed settlement amount if any such consent is not obtained for any reason.

11.8     CO-OPERATION

         The Indemnified Party and the Indemnifying Party shall co-operate fully
with each other with respect to Third Party Claims, and shall keep each other
fully advised with respect thereto (including supplying copies of all relevant
documentation promptly as it becomes available).

11.9     SCOPE

         The provisions of this Article 11 shall apply to any Claim for breach
of any covenant, representation, warranty or other provision of this Agreement
or any agreement, certificate or other document delivered pursuant to this
Agreement (other than a claim for specific performance or injunctive relief)
with the intent that all such Claims shall be subject to the limitations and
other provisions contained in this Article 11.

                                   ARTICLE 12
                       TERMINATION; REMEDIES; LIMITATIONS

12.1     TERMINATION AGREEMENT

         This Agreement and the transactions contemplated hereby may be
terminated at any time prior to the Closing:

         (a) by the mutual consent of the Seller, the Purchaser and UTI; or

         (b) if the Closing has not occurred by May 17, 2000, then

             (i)  by the Purchaser if any condition specified in Section 9.1 has
                  not been satisfied on or before such date, and shall not have
                  been waived by the Purchaser, or

             (ii) by the Seller if any condition specified in Section 9.2 has
                  not been satisfied on or before such date, and shall not have
                  been waived by the Seller;

             provided, in each case, that the failure to consummate the
             transactions contemplated hereby on or before such date did not
             result from the failure by the Party or Parties seeking termination
             of this Agreement to fulfill any undertaking or commitment provided
             for herein on the part of such Party or Parties that is required to
             be fulfilled on or prior to Closing.


<PAGE>   41

                                      -37-

12.2     EFFECT OF TERMINATION

         Without limiting any Party's respective rights, Liabilities and
remedies hereunder, in the event of termination of this Agreement by the
Purchaser or the Seller pursuant to Subsection 12.1(b), written notice thereof
shall forthwith be given by the terminating Party to the other Party or Parties
hereto, and this Agreement shall thereupon terminate.

                                   ARTICLE 13
                                  MISCELLANEOUS

13.1     NOTICES

         (a) Any notice or other communication required or permitted to be given
             hereunder shall be in writing and shall be delivered in person,
             transmitted by telecopy or similar means of recorded electronic
             communication or sent by registered mail, charges prepaid,
             addressed as follows:

             (i)  if to the Seller or the Major Shareholders:

                  700392 ALBERTA LTD.
                  Hanover Place, Suite 1450
                  101-6th Avenue S.W.
                  Calgary, Alberta T2P 3P4

                  Attention: T.V. Dumont
                  Fax No.: (403) 262-2497

             with a copy to:

                  FIELD ATKINSON PERRATON 1900 First Canadian Centre
                  350 - 7th Avenue S.W. Calgary, Alberta T2P 3N9

                  Attention: Mr. Brian Yaworski
                  Fax No: (403) 264-7084

             (ii) if to the Purchaser or UTI:

                  PHELPS DRILLING LTD. or UTI ENERGY CORP.
                  c/o UTI Energy Corp.
                  16800 Greenspoint Park, Suite 225N
                  Houston, Texas 77060

                  Attention:  Chief Executive Officer
                  Fax No.: (281) 875-9145

<PAGE>   42

                                      -38-

             with a copy to:

                  MACLEOD DIXON
                  3700 Canterra Tower
                  400 - 3rd Avenue S.W.
                  Calgary, Alberta
                  T2P 4H7

                   Attention:  Mr. Richard P. Borden
                   Fax No. (403) 264-5973

         (b) Any such notice or other communication shall be deemed to have been
             given and received on the day on which it was delivered or
             transmitted (or, if such day is not a Business Day, on the next
             following Business Day) or, if mailed, on the third Business Day
             following the date of mailing; provided, however, that if at the
             time of mailing or within three Business Days thereafter there is
             or occurs a labour dispute or other event that might reasonably be
             expected to disrupt the delivery of documents by mail, any notice
             or other communication hereunder shall be delivered or transmitted
             by means of recorded electronic communication as aforesaid.

         (c) A Party may at any time change its address for service from time to
             time by giving notice to the other Party in accordance with this
             Section 13.1

13.2     CONSULTATION

         Prior to the Closing and except as required by any applicable law or
any regulatory or stock exchange requirement, no Party shall issue any press
release or make any public announcement without the prior written consent of the
other Parties, which consent shall not be unreasonably withheld or delayed. Upon
the Closing, the Parties shall consult with each other before issuing any press
release or making any other public announcement with respect to this Agreement
or the transactions contemplated hereby.

13.3     DISCLOSURE

         Prior to any press release or public announcement of the transaction
contemplated hereby pursuant to Section 13.2, no Party shall disclose this
Agreement or any aspects of the transaction contemplated hereby except to its
board of directors, its senior management, its legal, accounting, financial or
other professional advisors or its lenders, all on a "need to know basis", or as
otherwise may be required by any applicable law or any regulatory authority or
stock exchange having jurisdiction.

13.4     BEST EFFORTS

         The Parties acknowledge and agree that, for all purposes of this
Agreement, an obligation on the part of one Party to use its best efforts to
obtain from any Person any waiver, consent, approval, permit, licence or other
document shall not require such Party to make any payment to such Person for the
purpose of procuring the same, other than payments for amounts due and

<PAGE>   43

                                      -39-

payable to such Person, payments for incidental expenses incurred by such Person
and payments required by any applicable law or regulation.

13.5     COUNTERPARTS

         This Agreement may be executed in counterparts, each of which shall
constitute an original and all of which taken together shall constitute one and
the same instrument.



<PAGE>   44

                                      -40-

         IN WITNESS WHEREOF this Agreement has been executed by the Parties as
of the date first above written.

                                 700392 ALBERTA LTD.

                                 By:  _____________________________________

                                 By:  _____________________________________



                               MAJOR SHAREHOLDERS

-------------------------------  -------------------------------------
Witness                          Theodore V. Dumont



-------------------------------- -------------------------------------
Witness                          Donald E. Nakonechny



-------------------------------- ------------------------------------
Witness                          Arthur G. Hibbard



-------------------------------- ------------------------------------
Witness                          Gordon E. Van Eaton



-------------------------------- ------------------------------------
Witness                          John W. Miller



                                 PHELPS DRILLING LTD.

                                 By:  ____________________________________

                                 By:  ____________________________________

<PAGE>   45

                                      -41-

                                 UTI ENERGY CORP.

                                 By:  ____________________________________

                                 By:  ____________________________________



<PAGE>   46


                                   SCHEDULE 9

                          ALLOCATION OF PURCHASE PRICE



Class 41 Tangible Depreciable Property           ____________



<PAGE>   47


                                   SCHEDULE 21

                ASSIGNMENT, BILL OF SALE AND ASSUMPTION AGREEMENT

         This Assignment, Bill of Sale and Assumption Agreement (the
"Agreement") is dated effective the _____ day of April, 2000, and made between
700392 Alberta Ltd. (the "Seller") and Phelps Drilling Ltd. (the "Purchaser").

         WHEREAS the Seller, certain of the shareholders of the Seller, the
Purchaser and UTI Energy Corp. entered into an Asset Purchase Agreement dated as
of the ______ day of March, 2000 (the "Purchase and Sale Agreement") providing,
among other things, for the sale by the Seller to the Purchaser of the Purchased
Assets;

         AND WHEREAS pursuant to the Purchase and Sale Agreement, the Seller and
the Purchaser are required to execute and deliver this Agreement in connection
with the consummation of the transactions contemplated by the Purchase and Sale
Agreement;

         AND WHEREAS any capitalized term used but not defined in this Agreement
shall have the meaning ascribed to such term in the Purchase and Sale Agreement;

         NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.       ASSIGNMENT OF ASSETS. The Seller hereby assigns, transfers, conveys,
         sells and delivers to the Purchaser, and the Purchaser hereby accepts,
         all right, title and interest of the Seller in and to the Purchased
         Assets, TO HAVE AND TO HOLD the Purchased Assets unto the Purchaser
         forever, together with all rights belonging or pertaining thereto.

2.       FURTHER ASSURANCES RE PURCHASED ASSETS. The Seller hereby covenants to
         execute and deliver to the Purchaser all such other and further
         instruments of assignment and transfer, and all such notices, releases
         and other documents that would more fully and specifically assign and
         transfer to and vest in the Purchaser the title and interest of the
         Seller in and to all of the Purchased Assets hereby assigned and
         transferred, or intended to be assigned and transferred free and clear
         of all Encumbrances whatsoever except for Permitted Encumbrances. To
         the extent that, with respect of any of the Purchased Assets, no
         assignment document other than this Agreement is executed, the parties
         intend that this Agreement constitutes the conveyance, transfer and
         assignment of such Purchased Assets.

3.       ASSUMPTION OF OBLIGATIONS. The Purchaser hereby assumes, in accordance
         with the terms of the Purchase and Sale Agreement, the Assumed
         Obligations.

4.       FURTHER ASSURANCES RE ASSUMED OBLIGATIONS. The Purchaser hereby
         covenants to execute and deliver to the Purchaser all such other and
         further instruments of assumption, and all such notices, releases and
         other documents that would more fully and specifically assume all of
         the Assumed Obligations.


<PAGE>   48


                                       -2-

5.       GOVERNING LAW. This Agreement and the rights and obligations of the
         Seller and the Purchaser hereunder shall be governed by, interpreted
         and enforced in accordance with the laws of the Province of Alberta
         without giving effect to principles thereof relating to conflicts of
         law rules that would direct application of laws of another
         jurisdiction, except to the extent that it is mandatory that the law of
         another jurisdiction shall apply.

6.       CONFLICT AND INCONSISTENCY, NO MERGER. To the extent any conflict or
         inconsistency exists between the provisions of this Agreement and the
         Purchase and Sale Agreement, the provisions of the Purchase and Sale
         Agreement shall govern. The terms and provisions of the Purchase and
         Sale Agreement (including, without limitation, the representations,
         warranties and covenants therein) shall not merge, be extinguished or
         otherwise affected by the delivery and execution of this Agreement or
         any other document delivered pursuant to Section 2 of this Agreement or
         Section 10.2 or Section 10.3 of the Purchase and Sale Agreement.

7.       BINDING EFFECT. This Agreement shall be binding upon and shall enure to
         the benefit of the parties hereto and their respective successors and
         assigns.

8.       COPIES. This Agreement may be executed in counterpart, each of which
         shall be deemed an original and which shall constitute one and the same
         instrument.

         IN WITNESS WHEREOF, the Seller and the Purchaser have executed this
Agreement as of the day and year first above written.



                                      700392 ALBERTA LTD.


                                      By: ______________________________________


                                      By: ______________________________________


                                      PHELPS DRILLING LTD.



                                      By: ______________________________________





</TEXT>
</DOCUMENT>
