MATERIAL SAFETY DATA SHEET

MSDS NO. 12255 Trade Name: RHELIANT SYSTEM Revision Date: 11/11/2003

1. CHEMICAL PRODUCT AND COMPANY IDENTIFICATION

Trade Name: Chemical Family: Product Use: Emergency Telephone (24 hr.): Supplied by: RHELIANT SYSTEM Mixture Drilling fluid system. 281-561-1600 M-I L.L.C. A Smith/Schlumberger Company P.O. Box 42842 Houston, TX 77242 281-561-1511 Catherine Miller, Product Safety New

Telephone Number: Contact Person: Revision Number: HMIS Rating Health: 1*

Flammability: 1

Physical Hazard: 0

PPE: E

HMIS Key: 4=Severe, 3=Serious, 2=Moderate, 1=Slight, 0=Minimal Hazard. *Chronic effects - See Section 11. See Section 8 for Personal Protective Equipment recommendations.

2. COMPOSITION/INFORMATION ON INGREDIENTS
Ingredient Alkenes, C14-20. alpha.Barite Water Calcium chloride Silica, crystalline, quartz Fatty amide Mica Calcium hydroxide Composition Comments: CAS NO: 68855-60-7 7727-43-7 7732-18-5 10043-52-4 14808-60-7 12001-26-2 1305-62-0 Wt. % 60 - 100 30 - 60 10 - 30 1-5 1-5 1-5 1-5 1-5 Ingredient Comments: No comments. No comments. No comments. No comments. No comments. No comments. No comments. No comments.

Drilling fluid is a highly complex and variable blend of several proprietary products. Each drilling fluid is designed to meet the drilling requirements of a specific well. During the drilling process the composition and physical properties of the drilling fluid are constantly changing; therefore, a complete disclosure of a particular fluid's composition is impractical.

3. HAZARDS IDENTIFICATION
Emergency Overview: Caution! May cause eye, skin and respiratory tract irritation. Cancer hazard. Contains crystalline silica which may cause cancer.

Canadian WHMIS: UN PIN No: Not regulated Physical State: Liquid Odor: Mild

WHMIS Class:

D2A D2B Color: Tan to grey

MATERIAL SAFETY DATA SHEET

MSDS NO. 12255 Potential Health Effects: Acute Effects Eye Contact: Skin Contact: Inhalation: Ingestion: Carcinogenicity & Chronic Effects: Routes of Exposure: Target Organs: Medical Conditions Aggravated By Over Exposure: May irritate eyes. May be irritating to the skin. Vapors or mists may be irritating to the respiratory tract. May cause gastric distress, nausea and vomiting if ingested. Aspiration can be a hazard if this material is swallowed. See Section 11 - Toxicological Information. Eyes. Dermal (skin) contact. Inhalation. Eyes. Skin. Respiratory System. Skin. Respiratory. Trade Name: RHELIANT SYSTEM Revision Date: 11/11/2003 Page 2/6

4. FIRST AID MEASURES

Eye Contact: Skin Contact: Inhalation: Ingestion: General Notes: Notes To Physician: Promptly wash eyes with lots of water while lifting eye lids. Continue to rinse for at least 15 minutes. Get medical attention if any discomfort continues. Wash skin thoroughly with soap and water. Remove contaminated clothing and launder before reuse. Get medical attention if any discomfort continues. Move person to fresh air. If not breathing, give artificial respiration. If breathing is difficult, give oxygen. Get medical attention. Do not induce vomiting. Dilute with 2 - 3 glasses of water or milk, if conscious. Never give anything by mouth to an unconscious person. If signs of irritation or toxicity occur seek medical attention. Persons seeking medical attention should carry a copy of this MSDS with them. Aspiration may cause severe lung damage. Evacuate stomach in a way which avoids aspiration.

5. FIRE FIGHTING MEASURES

Flammable Properties Flash Point: F (C): Flash Point Method: >200F (93C) Estimated

Flammable Limits in Air - Lower (%): ND Flammable Limits in Air - Upper (%): ND Autoignition Temperature: F(C) ND Flammability Class: IIIB Other Flammable Properties: ND Extinguishing Media: Water fog, carbon dioxide, foam, dry chemical. Protection Of Fire-Fighters: Special Fire-Fighting Procedures: Do not enter fire area without proper personal protective equipment, including NIOSH/MSHA approved self-contained breathing apparatus. Evacuate area and fight fire from a safe distance. Water spray may be used to keep fire-exposed containers cool. Keep water run off out of sewers and waterways. Hazardous Combustion Products: Oxides of Carbon: Sulfur. Nitrogen. Calcium.

6. ACCIDENTAL RELEASE MEASURES

Personal Precautions: Use personal protective equipment identified in Section 8.

MATERIAL SAFETY DATA SHEET

MSDS NO. 12255 Spill Procedures: Trade Name: RHELIANT SYSTEM Revision Date: 11/11/2003 Page 3/6 Evacuate surrounding area, if necessary. Keep personnel removed and upwind of spill. Extinguish all ignition sources. Avoid sparks, flames, heat and smoking. Shut off leak if it can be done safely. Contain spilled material. Absorb in vermiculite, dry sand or earth. Place into containers for disposal. Do not allow to enter sewer or surface and subsurface waters. Waste must be disposed of in accordance with federal, state and local laws. In the U.S., for products with reportable quanitity (RQ) components - if the RQ is exceeded, report to National Spill Response Office at 1 800 424 8802.

Environmental Precautions:

7. HANDLING AND STORAGE

Handling: Put on appropriate personal protective equipment. Avoid contact with skin and eyes. Avoid breathing vapors or spray mists. Use only in a well ventilated area. Wash thoroughly after handling. Store in dry, well-ventilated area. Keep container closed. Keep away from heat, sparks and flames. Store away from incompatibles. Follow safe warehousing practices regarding palletizing, banding, shrink-wrapping and/or stacking.

Storage:

8. EXPOSURE CONTROLS/PERSONAL PROTECTION

Exposure Limits (TLV & PEL - 8H TWA): Ingredient Alkenes, C14-20. alpha.Barite Water Calcium chloride Silica, crystalline, quartz CAS NO: 68855-60-7 7727-43-7 7732-18-5 10043-52-4 14808-60-7 Wt. % ACGIH TLV OSHA PEL Other 60 - 100 NA NA NA 30 - 60 10 mg/m3 15 mg/m3 NA (total); 5 mg/m3 (resp) 10 - 30 NA NA NA 1-5 NA NA NA 1 - 5 0.05 mg/m3 see Table Z-3 NIOSH: 0.05 mg/m3 TWA (10H day/40H wk) 1-5 NA NA NA 1-5 3 mg/m3 see Table Z-3 NA 1-5 5 mg/m3 5 mg/m3 NA (resp) Notes (3) Oil mist. None None (1) (R)

Fatty amide Mica Calcium hydroxide

12001-26-2 1305-62-0

None None None

Notes (R) Respirable fraction (ACGIH); (1) Control as an ACGIH particulate not otherwise specified (PNOS): 10 mg/m3 (Inhalable); 3 mg/m3 (Respirable) and an OSHA particulate not otherwise regulated (PNOR): 15 mg/m3 (Total); 5 mg/m3 (Respirable). (3) For Oil mist, mineral: ACGIH TLV 5 mg/m3, STEL 10 mg/m3; OSHA PEL 5 mg/m3 Engineering Controls: Local exhaust ventilation as necessary to maintain exposures to within applicable limits. Personal Protection Equipment Eye/Face Protection: Skin Protection: Wear chemical safety goggles. Wear appropriate clothing to prevent repeated or prolonged skin contact. Wear chemical resistant gloves such as nitrile or neoprene.

MATERIAL SAFETY DATA SHEET

MSDS NO. 12255 Respiratory Protection: Trade Name: RHELIANT SYSTEM Revision Date: 11/11/2003 Page 4/6 If exposed to particulates/aerosols: Use at least a NIOSH-approved N95 half-mask disposable particulate respirator. In work environments containing oil mist/aerosol use at least a NIOSH-approved P95 half-mask disposable or reuseable particulate respirator. If exposed to organic vapors: Use a NIOSH/MSHA-approved organic vapor respirator. CCROV: CCR with organic vapor cartridge. A NIOSH/MSHA approved respirator with ammonia/methylamine cartridges should be used to protect against ammonia or amine inhalation exposure. Refer to Exposure Limits table (Section 8) for component specific respiratory protection recommendations. General Hygiene Considerations: Work clothes should be washed separately at the end of each work day. Disposable clothing should be discarded, if contaminated with product. "Safe Handling Guide for Oil-Base and Synthetic-Base Fluid Systems" pamphlet is available from M-I's Occupational Health Department.

9. PHYSICAL AND CHEMICAL PROPERTIES

Color: Odor: Physical State: pH: Vapor Pressure: Vapor Density (Air=1): Flash Point: F (C): Boiling Point: Melting/Freezing Point: Solubility (Water): Specific Gravity (H2O = 1): Evaporation Rate: Odor Threshold(s): Tan to grey Mild Liquid ND ND ND >200F (93C) ND ND Insoluble 1.0 - 2.4 ND ND

10. STABILITY AND REACTIVITY

Chemical Stability: Conditions to Avoid: Materials to Avoid: Hazardous Decomposition Products: Hazardous Polymerization: Stable Keep away from heat, sparks and flame. Oxidizers. For thermal decomposition products, see Section 5. Will not occur

11. TOXICOLOGICAL INFORMATION

Component Toxicological Data Ingredient Calcium chloride Calcium hydroxide CAS NO: 10043-52-4 1305-62-0 Acute Data Oral LD50: 1000 mg/kg (rat) Oral LD50: 7340 mg/kg (rat): Eye Draize 10 mg: Severe (rabbit)

MATERIAL SAFETY DATA SHEET

MSDS NO. 12255 Ingredient Silica, crystalline, quartz Trade Name: RHELIANT SYSTEM Revision Date: 11/11/2003 Page 5/6 Component Toxicological Summary Crystalline silica is the most widely occurring of all minerals. The most common form of silica is sand. The International Agency for Research on Cancer (IARC) has designated crystalline silica in the form of quartz or cristobalite a Group 1 (carcinogenic to humans). This designation was based on an increased risk of lung cancer among crystalline silica exposed workers. IARC did note that carcinogenicity of crystalline silica in humans was not detected in all industrial circumstances studied. Further, carcinogenicity of crystalline silica may be dependent on inherent characteristics of the crystalline silica or external factors affecting its biological activity or distribution of polymorphs. (IARC Vol. 68, 1997, p. 41). The National Toxicology Program (NTP) classifies crystalline silica as "reasonably anticipated to cause cancer in humans" (6th Annual Report on Carcinogens, 1991). Long term inhalation of crystalline silica can also result in the lung disease, silicosis. Symptoms of this disease include coughing and shortness of breath. (NJ HSFS, January 1996) Studies of workers with long term exposure to mica dust indicated a higher incidence of pneumonconiosis ("dusty lung" disease). Symptoms of pneumoconiosis may include chronic cough, dyspnea (shortness of breath) and fatigue. (HSDB)

Mica

Product Toxicological Information: No toxicological data is available for this product.

12. ECOLOGICAL INFORMATION

Ingredient Calcium chloride CAS NO: 10043-52-4 Data TLm 96H standard water conditions: 9500 mg/l (bluegill); TLm 96H: 10,650 (sunfish); TLm 96H: 13,400 mg/l (mosquito fish); TLm 48H (sea water): 2400 mg/l (marine fish); LC50 120H static: 3130 mg/l (Nitzschia linearia) TLm 96H: 160 ppm (mosquito fish)

Calcium hydroxide Product Ecotoxicity Data: Biodegration: Bioaccumulation: Octanol/Water Partition Coefficient:

1305-62-0

Contact M-I Environmental Affairs Department for available product ecotoxicity data. ND ND ND

13. DISPOSAL CONSIDERATIONS

Waste Classification: Waste Management: ND Under U.S. Environmental Protection Agency (EPA) Resource Conservation and Recovery Act ( RCRA), it is the responsibility of the user to determine at the time of disposal, whether the product meets RCRA criteria for the hazardous waste. This is because product uses, transformations, mixtures, processes, etc., may render the resulting materials hazardous. Empty containers retain residues. All labeled precautions must be observed. Recover and reclaim or recycle, if practical. Should this product become a waste, dispose of in a permitted industrial landfill. Ensure that the containers are empty by the RCRA criteria prior to disposal in a permitted industrial landfill.

Disposal Method:

14. TRANSPORT INFORMATION

U.S. DOT Shipping Description: Not regulated for transportation by DOT, TDG, IMDG, ICAO/IATA.

MATERIAL SAFETY DATA SHEET

MSDS NO. 12255 TDG (Canada): Shipping Description: UN PIN No: IMDG: Shipping Description: ICAO/IATA: Shipping Description: Trade Name: RHELIANT SYSTEM Revision Date: 11/11/2003 Not regulated Not regulated Not regulated Not regulated Page 6/6

15. REGULATORY INFORMATION

U.S. Federal and State Regulations SARA 311/312 Hazard Catagories:Immediate (acute) health hazard. Delayed (chronic) health hazard. SARA 302/304, 313; CERCLA RQ, Note: If no components are listed below, this product is not subject to the referenced California Proposition 65: SARA and CERCLA regulations and is not known to contain a Proposition 65 listed chemical at a level that is expected to pose a significant risk under anticipated use conditions. Ingredient Silica, crystalline, quartz SARA 302 SARA 313 CERCLA / TPQs RQ ------CA 65 Cancer X CA 65 Dev. Tox. --CA 65 Repro. F --CA 65 Repro. M ---

International Chemical Inventories Australia AICS - Contains a component(s) that is not listed. Canada DSL - Contains a component(s) that is listed on the NDSL. China Inventory - Contains a component that is not listed. European Union EINECS - Contains a component(s) that is a "No Longer Polymer". Japan METI ENCS - Contains a component that is not listed. Korea TCCL ECL - Components are listed or exempt from listing. Philippine PICCS - Contains a component that is not listed. U.S. TSCA - Components are listed or exempt from listing. U.S. TSCA - No components are subject to TSCA 12(b) export notification requirements. Canadian WHMIS: Controlled Products Regulations Statement: This product has been classified in accordance with the hazard criteria of the CPR and the MSDS contains all the information required by the CPR. WHMIS Class: D2A D2B

16. OTHER INFORMATION

The following sections have been revised: New issue NA - Not Applicable, ND - Not Determined. Disclaimer:
MSDS furnished independent of product sale. While every effort has been made to accurately describe this product, some of the data are obtained from sources beyond our direct supervision. We can not make any assertions as to its reliability or completeness; therefore, user may rely on it only at users risk. We have made no effort to censor or conceal deleterious aspects of this product. Since we cannot anticipate or control the conditions under which this information and product may be used, we make no guartantee that the precautions we have suggested will be adequate for all individuals and/or situations. It is the obligation of each user of this product to comply with the requirements of all applicable laws regarding use and disposal of this product. Additional information will be furnished upon request to assist the user; however, no warranty, either expressed or implied, nor liability of any nature with respect to this product or to the data herein is made or incurred hereunder.