Asset Purchase Agreement dated as of November 30, 2000, by and

among Union  Espanola de  Explosivos  S.A.  ("Parent"),  a Spanish  S.A.,  Union

Espanola de Explosivos-MSI  International,  S.A., a Spanish S.A.  ("Purchaser"),

UMSI Acquisition Co., a Delaware  corporation  ("Purchaser's  Subsidiary"),  and

Mining  Services  Interna  tional  Corporation,  a Utah  corporation  ("Seller")

relating to the sale of the civil explosives business of Seller.



                  WHEREAS, each of the Boards of Directors of Parent, Purchaser,

Purchaser's  Subsidiary  and Seller has approved,  and deems it advisable and in

the best interests of its respective  shareholders to consummate the acquisition

of the Assets (as  defined  herein)  and  Seller's  Purchased  Subsidiaries  (as

defined herein) by Purchaser,  Purchaser's Subsidiary or an Affiliate of Parent,

which  acquisition  is to be effected by the sale by Seller of all the Assets to

Purchaser,  Purchaser's  Subsidiary  or an Affiliate  of Parent  subject only to

those liabilities expressly assumed by Purchaser,  Purchaser's  Subsidiary or an

Affiliate of Parent as the case may be pursuant  hereto,  and otherwise upon the

terms and subject to the conditions set forth herein;



                  WHEREAS,  simultaneously  with the  execution  and delivery of

this Agreement and as a condition and  inducement to the  willingness of Parent,

Purchaser and Purchaser's  Subsidiary to enter into this  Agreement,  Parent and

certain stockholders of Seller  (collectively,  the "Stockholders") are entering

into an  agreement  ("the  Stockhold  ers  Agreement")  pursuant  to  which  the

Stockholders will vote to adopt and approve the Transactions (as defined herein)

contemplated  by this Agreement and to take certain other actions in furtherance

of the transactions contemplated by this Agreement upon the terms and subject to

the conditions set forth in the Stockholders Agreement.



                  NOW, THEREFORE, in consideration of the foregoing premises and

the representations,  warranties, covenants and agreements contained herein, and

for other good and valuable consideration,  the receipt and sufficiency of which

are hereby  acknowledged,  and intending to be legally bound hereby, the parties

hereto hereby agree as follows:



                                    ARTICLE I







                                        1



{PAGE}







                         DEFINITIONS AND INTERPRETATION



                  Section 1.1  Definitions.  For all purposes of this Agreement,

except as otherwise  expressly  provided or unless the context clearly  requires

otherwise:



                  "Accounts Receivable" means any and all trade accounts,  notes

and other receivables of Seller and the Business  Subsidiaries in respect of the

Business and all claims  relating  thereto or arising  therefrom  other than the

account receivables owed to Seller by West Africa Chemicals.



                  "Acquisition  Proposal"  shall mean any proposal or offer made

by any Person  other  than  Parent,  Purchaser,  Purchaser's  Subsidiary  or any

Subsidiary  of Parent to acquire all or a  substantial  part of the  business or

properties  of Seller,  the Business or any Business  Subsidiary  or any capital

stock of any Business  Subsidiary,  whether by merger,  tender  offer,  exchange

offer, sale of assets or similar  transactions  involving Seller or any Business

Subsidiary,  or operating or principal business unit of the Business,  but shall

not include a proposal or offer to acquire all or substantially all the stock or

assets of Seller on terms which do not interfere  with the  consummation  of the

Transactions.



                  "Affiliate"  shall have the meaning set forth in Rule 12b-2 of

the Exchange Act.



                  "Agreement" or "this Agreement" shall mean this Asset Purchase

Agreement,  together with the Exhibits and Appendices  hereto and the Disclosure

Schedule.



                  "Applicable Law" shall mean any law, regulation,  rule, order,

judgment  or decree to which the  Business,  the  Assets or Seller or any of its

Subsidiaries is subject, but shall not include any law, regulation, rule, order,

judgment  or decree to which  Seller is subject  but which  relates to  Seller's

operations unrelated to the Business.



                  "Assets" has the meaning set forth in Section 2.1.



                  "Associate"  shall have the meaning set forth in Rule 12b-2 of

the Exchange Act.



                  "Assumed  Liabilities"  has the  meaning  set forth in Section

2.3.







                                        2



{PAGE}







                  "Balance  Sheet Date" shall mean the date of the June 30, 2000

Balance Sheet.



                  "Business"   shall  mean  the  civil  explosives  and  related

products business heretofore  conducted by Seller,  including the Assets and all

the goodwill appurtenant to such businesses and assets.



                  "Business  Intellectual  Property" shall mean all Intellectual

Property that is currently  owned by Seller or any of its  Subsidiaries  for the

benefit of the Business or by any Business Subsidiary or used in the business of

the  Business or any  Business  Subsidiary  or that is  necessary to conduct the

business of the Business or the Business Subsidiaries as presently conducted.



                  "Business  Subsidiary"  shall mean each  Subsidiary  of Seller

which comprises or conducts a part of the Business.



                  "Canadian  Union  Contract"  shall mean the agreement  entered

into by the unionized-employees of Seller.



                  "Closing" shall mean the closing referred to in Section 3.1.



                  "Closing  Date"  shall  mean  the date on  which  the  Closing

occurs.



                  "Code"  shall  mean the  Internal  Revenue  Code of  1986,  as

amended.



                  "Contract"  shall  mean  any  agreement,  contract,  mortgage,

indenture,  lease, franchise or other instrument to which Seller or any Business

Subsidiary is a party primarily  relating to the Business or by which any of the

Assets is bound.



                  "Computer  Software"  shall mean computer  software  programs,

databases and all documentation  related thereto other than  "off-the-shelf"  or

"shrinkwrap" software.



                  "Confidentiality  Agreement"  shall  mean a  letter  agreement

dated April 11, 2000 between Seller and Parent.



                  "Copyrights"  shall  mean  U.S.  and  foreign  registered  and

unregistered  copyrights  (including those in computer  software and databases),

rights of publicity and all registrations and applications to register the same.







                                        3



{PAGE}







                  "Defect" shall mean a defect or impurity of any kind,  whether

in design,  manufacture,  processing,  or  otherwise,  including  any  dangerous

propensity  associated with any reasonably  foreseeable use of a Product, or the

failure  to  warn  of  the  existence  of any  defect,  impurity,  or  dangerous

propensity other than the dangerous propensities inherent in a Product.



                  "Disclosure  Schedule"  shall mean the disclosure  schedule of

even date  herewith  prepared  and signed by Seller and  delivered  to Purchaser

simultaneously with the execution hereof.



                  "DOJ" shall mean the  Antitrust  Division of the United States

Department of Justice.



                  "Domestic  Business"  shall mean the  portion of the  Business

whose  operations are primarily based within the United States,  its territories

and possessions and Canada.



                  "Due Date" shall mean the last day on which  under  applicable

law any Tax Return is required  or  permitted  to be filed with the  appropriate

Governmental Entity without the imposition of any penalties or interest for late

filing.



                  "Encumbrances" shall mean any and all liens, charges, security

interests, options, claims, mortgages,  charges, easements,  restrictions on use

of  enjoyment,  pledges,  proxies  voting  trusts  or  agreements,  obligations,

understandings  or arrangements  imposing  restrictions on title or use or other

restrictions on title or transfer of any nature whatsoever.



                  "Environmental  Claim" shall mean any claim,  action, cause of

action,  investigation or notice (written or oral) by any Person alleging actual

or potential  liability  for  investigatory,  cleanup or  governmental  response

costs,  or  natural  resources  or  property  damages,   or  personal  injuries,

attorney's fees or penalties  relating to (i) the presence,  or release into the

environment,  of any Materials of Environmental Concern at any location owned or

operated by Seller related to the Business or any Business Subsidiary, now or in

the past, or (ii) circumstances  forming the basis of any violation,  or alleged

violation, of any Environmental Law.

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