Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported)
                                  JUNE 6, 1997


                          BLACK WARRIOR WIRELINE CORP.
================================================================================
             (Exact name of registrant as specified in its charter)


DELAWARE                             0-18754                         11-2904094
================================================================================
(State or other jurisdiction   (Commission File Number)            (IRS Employer
of incorporation)                                            Identification No.)


               3748 HIGHWAY 45 NORTH, COLUMBUS, MISSISSIPPI 39701
================================================================================
                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (601) 329-1047


================================================================================
          (Former name or former address, if changed since last report)







<PAGE>



Item 2.  Acquisition or Disposition of Assets
         ------------------------------------
         PWS Acquisition. On June 6, 1997, pursuant to an agreement entered into
on that date,  the Company  acquired all of the issued and  outstanding  capital
stock of Production Well Services,  Inc., a Mississippi corporation ("PWS"). PWS
is engaged in the wireline and oil and gas well  services  business in the south
Mississippi area. The capital stock was acquired from Vernon E. Tew,Jr., Mark R.
Roberts,  E.J.  Wooten,  Chester H. Whatley and William A. Tew, for an aggregate
purchase price of $586,000 which included cash of approximately  $46,000 held by
PWS at the closing,  less any  liabilities  in excess of  $112,500,  and 133,333
shares of the Company's  Common Stock which are to be issued on January 1, 1998.
PWS receivables at the closing of the transaction  were retained by the sellers.
PWS's  operating  assets  include,  among other items,  four wireline trucks and
related  equipment.  All of the trucks and other  equipment  are believed by the
Company to be in good operating condition.

         In  conjunction  with the  transaction,  Mark  Roberts  and  Vernon Tew
entered into three-year employment agreements with PWS which provide for monthly
salaries of $4,000, plus an initial bonus of $20,000.

         The cash  portion  of the  purchase  price  for PWS was paid out of the
proceeds  of  borrowings  from  St.  James  Capital  Partners,   L.P.  completed
concurrently with the PWS acquisition. See Item 5. Other Events.

         Petro-Log  Acquisition.  On  June 9,  1997,  pursuant  to an  agreement
entered into on that date, the Company  acquired  effective June 1, 1997, all of
the issued and outstanding capital stock of Petro-Log,  Incorporated,  a Wyoming
corporation ("Petro-Log").  Petro-Log is engaged in the wireline and oil and gas
well services business in Wyoming,  Montana and South Dakota.  The capital stock
was acquired  from John L. Morton,  Theodore W. Morton and John D. Morton for an
aggregate  consideration  of  $2,137,500,  all of which  was paid in cash at the
closing. Assets of Petro-Log excluded from the transaction included, among other
items, cash and cash equivalents,  real estate and accounts receivable.  All the
liabilities  of Petro-Log  outstanding at the closing time are to be paid by the
selling stockholders.  Petro-Log's operating assets include,  among other items,
seventeen  wireline  trucks  operated out of three  district  offices in Casper,
Riverton and Powell, Wyoming. All of the trucks and other equipment are believed
by the Company to be in good operating condition.

         The  purchase  price  for  Petro-Log  was paid out of the  proceeds  of
borrowings from St. James Capital Partners, L.P. See Item 5. Other Events.
                                                     --------------------

                                      -2-
<PAGE>



Item 5.  Other Events.
         ------------
         The  acquisitions  of PWS and Petro-Log were financed with the proceeds
of borrowings from St. James Capital Partners,  L.P. ("St. James").  Pursuant to
an Agreement for Purchase and Sale dated June 6, 1997 (the "Agreement")  between
the Company and St.  James,  the Company  agreed to issue and sell and St. James
agreed to purchase the Company's  promissory notes  aggregating  $5,000,000.  Of
such  amount,   $2,000,000  is  represented  by  the  Company's  9%  Convertible
Promissory Note due June 6, 2002, and $3,000,000 is represented by the Company's
10% Bridge Loan Note due September 4, 1997, subject to extension of the maturity
date to October 4, 1997. The $2,000,000  note is convertible  into shares of the
Company's  Common  Stock at an  initial  conversion  price of $2.75  per  share,
increasing one year after issuance to $3.25 per share and further increasing two
years after issuance to $3.75 per share, subject to anti-dilution adjustment for
certain  issuances  of  securities  by the Company at prices per share of Common
Stock less than the  conversion  price then in effect.  Payment of principal and
interest on both of the notes is  collateralized by substantially all the assets
of the  Company.  The Company is seeking to  refinance  the bridge note with the
proceeds of a senior  secured  loan not yet  obtained.  St.  James has agreed to
subordinate the indebtedness  owing to it to up to $4,000,000 of indebtedness of
the Company to a senior lender out of which,  if borrowed  prior to its maturity
date,  the Bridge Note must be paid,  and up to  $2,000,000  of working  capital
financing.  St.  James was also issued  warrants to  purchase  an  aggregate  of
666,000 shares of Common Stock at an initial  exercise price of $2.75 per share,
increasing one year after issuance to $3.25 per share and further increasing two
years after issuance to $3.75 per share, subject to anti-dilution adjustment for
certain  issuances  of  securities  by the Company at prices per share of Common
Stock less than the  exercise  price then in effect.  The maturity of the Bridge
Note can be extended to October 4, 1997 upon issuance of warrants containing the
same terms to purchase an additional  20,000 shares of Common Stock.  The shares
issuable on  conversion of the note and exercise of the warrants have demand and
piggy-back  registration  rights under the  Securities  Act of 1933. The Company
agreed that one person  designated  by St. James would be nominated for election
to the  Company's  Board of Directors.  The  Agreement  grants St. James certain
preferential  rights to provide  future  financing  to the  Company,  subject to
certain   exceptions.   The  notes  contain  various  affirmative  and  negative
covenants, including a prohibition against the Company consolidating, merging or
entering into a share  exchange with another  person,  with certain  exceptions,
without the consent of St.  James.  Events of default  under the notes  include,
among other  events,  a default  under the other St. James note, a breach of the
Company's covenants, representations and warranties under the Agreement, subject
to certain exceptions, any person or group of


                                      -3-
<PAGE>



persons  acquiring 40% or more of the voting power of the Company's  outstanding
shares who was not the owner thereof as of June 6, 1997, a merger of the Company
with  another  person,  its  dissolution  or  liquidation  or a  sale  of all or
substantially all its assets, and certain events of bankruptcy.  In the event of
a default  under  either note,  St.  James could seek to  foreclose  against the
collateral for the notes.

         Of the $5,000,000  proceeds from the sale of the notes,  $2,000,000 was
advanced  concurrently  with the  acquisition of PWS and $3,000,000 was advanced
concurrently  with the  acquisition  of Petro-Log.  In addition to providing the
funds to complete the PWS and Petro-Log acquisitions,  the proceeds will be used
to purchase and improve  equipment,  including  the purchase of four  additional
wireline trucks, and for working capital.

Item 7.  Financial Statements and Exhibits.
         ---------------------------------
         (a)      Financial statements of business acquired.

                  Financial statements of PWS are not required.

                  It is  impracticable  for the Company to provide the  required
financial  statements  for Petro-Log at the time this Current Report on Form 8-K
is filed.  Such financial  statements will be filed as soon as practicable,  but
not  later  than 60 days  after  the date  this  Current  Report  on Form 8-K is
required to be filed.

         (b)      Pro forma financial information.

                  Pro-forma financial statements  reflecting the PWS acquisition
are not required.

                  It is  impracticable  for the Company to provide the  required
pro forma financial information for Petro-Log at the time this Current Report on
Form  8-K is  filed.  Such  pro  forma  information  will  be  filed  as soon as
practicable,  but not later than 60 days after the date this  Current  Report on
Form 8-K is required to be filed.

                                      -4-

<PAGE>



(c)      Exhibits

         (1)  Purchase  and Sale  Agreement  dated  June 6, 1997  between  Black
Warrior  Wireline  Corp. and Vernon E. Tew, Jr., Mark R. Roberts,  E.J.  Wooten,
Chester Whatley and William A. Tew.

         (2)  Purchase  and Sale  Agreement  dated  June 9, 1997  between  Black
Warrior  Wireline  Corp.  and John L. Morton,  Theodore W.  Morton,  and John D.
Morton.

         (3)  Agreement  for Purchase and Sale dated June 6, 1997 between  Black
Warrior Wireline Corp. and St. James Capital Partners, L.P.

         (4) $2,000,000 Convertible Promissory Note dated June 6, 1997 issued to
St. James Capital Partners, L.P.

         (5) $3,000,000 Bridge Loan Promissory Note dated June 6, 1997 issued to
St. James Capital Partners, L.P.

         (6)  Warrant  dated June 6, 1997 to purchase  546,000  shares of Common
Stock issued to St. James Capital Partners, L.P.(1)

         (7)  Warrant  dated June 6, 1997 to purchase  120,000  shares of Common
Stock issued to St. James Capital Partners, L.P.(1)

         (8) Registration  Rights Agreement between Black Warrior Wireline Corp.
and St. James Capital Partners, L.P. dated June 6, 1997.



-------------
(1) To be filed by amendment.



                                      -5-

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


                                                Black Warrior Wireline Corp.





Dated:  June 20, 1997                  By:      /s/ William L. Jenkins
                                                --------------------------------
                                                  William L. Jenkins, President



                                      -6-


<PAGE>
 
                                                                       EXHIBIT 1




                           PURCHASE AND SALE AGREEMENT
                           ---------------------------


         Agreement made and entered the 6th day of June,  1997, but effective as
of the 1st day of June,  1997,  (the  "Effective  Date") between and among BLACK
WARRIOR  WIRELINE  CORP,  a Delaware  corporation  with its  principal  place of
business at 3748 Highway 45, North, Columbus,  Mississippi (hereinafter referred
to as  "Purchaser")  and VERNON E. TEW,  JR.,  MARK R.  ROBERTS,  E. J.  WOOTEN,
CHESTER H. WHATLEY and WILLIAM A. TEW (hereinafter referred to as "Sellers") who
are the sole  shareholders  of  PRODUCTION  WELL  SERVICES,  INC., a Mississippi
corporation (hereinafter referred to as the "Corporation").

         WHEREAS,  Purchaser and Sellers are the parties to that certain  Letter
of Intent dated January 28, 1997,  relating to the  acquisition  by Purchaser of
all stock in the Corporation;

         WHEREAS, the parties desire to amend and further record their agreement
and provide for the closing thereof.

         NOW, THEREFORE, the parties agree as follows:


                                I. Sale of Stock
                                ----------------
         Subject to the terms and conditions set forth below, and to the payment
of the  Purchase  Price  set  forth in  paragraph  2  herein,  the  receipt  and
sufficiency of which is hereby acknowledged, Purchaser agrees to buy and Sellers
agree to sell and convey clear and merchantable title to Purchaser of all of the
outstanding stock of Production Well Services,  Inc., a Mississippi  corporation
(hereinafter referred to as the "Corporation"),  free and clear of all liens and
encumbrances,  upon the terms and  conditions set forth below.  Sellers  warrant
that they hold all of the outstanding  stock of the  Corporation,  240 shares of
common stock.

                               II. Purchase Price
                               ------------------
         The  Purchase  Price for the stock to be purchased  hereunder  shall be
allocated  among the Sellers in proportion to their  respective  holdings of the
outstanding stock of the Corporation. There shall be three (3) components of the
Purchase Price for the stock to be purchased hereunder.  The Purchase Price paid
to Sellers shall be an amount  computed  according to the  components  indicated
below in Section 2.1, 2.2 and 2.3.


<PAGE>




         2.1 A sum payable in cash at Closing,  equal to (1) $540,000,  (2) plus
the sum of all cash and cash  equivalents of the Corporation on hand immediately
prior to Closing,  (3) plus the profit of the  Corporation for the period June 1
through June 6, 1997,  after  deducting all taxes and deducting any receipts for
work  done  June 1 through  June 6,  1997,  which  have  been  collected  by the
Corporation  prior to  Closing  and are thus  included  within the cash and cash
equivalents  referred  to in Section  2.1(2),  above,  (which  profits  shall be
calculated  by the parties and paid by June 30,  1997) and (4) less an amount of
cash or  equivalents  equal  to the  amount  of  debts  and  liabilities  of the
Corporation  immediately prior to Closing that are in excess of $112,500.  It is
specifically  agreed by and between  the Parties  hereto that the sum and amount
described in this Section 2.1 fairly  represents  the value of all assets of the
Corporation  (the  "Operating  Assets")  other than the  receivables,  which are
addressed in Section 2.3, said  Operating  Assets to include all of the business
assets  of the  Corporation  which  Purchaser  expects  to use in its  continued
operation, including, but not limited to:

                  (a) The trade name  Production  Well Services,  Inc., and PWS,
and all  related  trade  names,  trademarks,  emblems and  descriptions  related
thereto;

                  (b) All of the trucks, equipment,  inventory,  customer lists,
books and records, office equipment, shop machinery, testing tools, intellectual
properties  and rights  thereto,  whether or not patented or  patentable,  other
vehicles  and  related  assets,  including,  but not limited  to,  those  assets
described on Exhibit 2.1(b),  attached  hereto and made a part hereof,  together
with all other assets used in the operation of Production Well Services, Inc.

         2.2 On  January 1, 1998  Purchaser  shall  deliver  to Sellers  133,333
shares of stock of the  Corporation,  which  Sellers and  Purchaser  agree has a
value of $400,000  based on a bid price of $3.00 per share on the Closing  Date.
It is the intent of the parties that this portion of the purchase price shall be
treated as an installment  sale under the Internal Revenue Code (the "Code") and
Purchaser  specifically  agrees that it shall not file an election under Section
338 of the Code  with  respect  to this  transaction.  The  Stock  shall  not be
registered  under the  Securities Act of 1933 (the "1933 Act") or the securities
laws of any state or other  jurisdiction.  The Shareholders  understand that the
shares may only be disposed of pursuant to an effective  registration  statement
filed  under the 1933 Act or  pursuant  to an  exemption  from the  registration
requirements   of  the  1933  Act  and  applicable   securities  laws  of  other
jurisdictions.

         2.3 The sum and amount of the actual Net Receivables of the Corporation
for all work done prior to Closing,  when and as  collected  by the  Corporation
following  Closing.  As used  herein the term "Net  Receivables"  shall mean the
gross amount collected by the Corporation for receivables accrued as of Closing,
less: any third party cost of  collection,  such as attorneys  fees,  collection
agency fees,  etc. It is the intent that:  income tax on the Net Receivables has
been accrued


                                      -8-
<PAGE>



as a part of liabilities shown on the Closing Financial Statement;  Purchaser is
buying stock;  the parties  understand  that Sellers will receive  capital gains
treatment on this  component of the sales price;  provided that all parties also
acknowledge that if the Internal Revenue Service or state tax authorities should
assert that other than capital  gains  treatment  applies,  no adjustment to the
purchase price will be made.

                  2.3.1 Exhibit 2.3.1 lists and describes all receivables of the
Corporation  for work done prior to Closing.  It is  specifically  agreed by and
between  the  parties  hereto  that the Net  Receivables  to be paid to  Sellers
pursuant to Section 2.3 shall come from this list.

                  2.3.2 On a monthly basis, Purchaser shall provide a summary of
the Net Receivables collected during the preceding month and shall pay over such
Net Receivables to Sellers.

                  2.3.3 As the Closing  Financial  Exhibit  described in Article
III shall include an income tax accrual attributable to the Net Receivables, and
as said accrual  increases the liabilities of the Corporation,  thereby lowering
the cash payment at Closing in Section 2.1, it is specifically  agreed among the
Parties that in the event that any of the Net  Receivables are uncollected as of
December 26, 1997,  Purchaser shall pay Sellers by December 31, 1997, cash in an
amount equal to the tax accrual  attributable to said Net Receivables  that were
uncollected  as of December  26, 1997.  Should said  Receivables  thereafter  be
collected, Purchaser shall retain all amounts collected.


                  III. Closing Financial Conditions and Exhibit
                  ---------------------------------------------
         A Closing  Financial  Exhibit  shall be prepared  by Marcus J.  Martin,
accountant for the Corporation,  of Laurel,  Mississippi.  The Closing Financial
Exhibit shall reflect the liabilities of the Corporation as of the Closing Date,
including  but not limited to, an accrual for income taxes for all periods prior
to Closing.  The accrual for income taxes for all periods prior to Closing shall
include  an  accrual  for  income  taxes  attributable  to the  Net  Receivables
described in Section 2.3, above.

         3.1 Closing of this  transaction is subject to the Corporation  meeting
the following financial conditions:

                  3.1.1 After the  reduction  of the  component  of the Purchase
Price  described in Section 2.1.4 above,  the  Corporation  shall have debts and
liabilities totalling not more than $112,500.

                  3.1.2  Expendable  inventory of the  Corporation on hand as of
the Closing Date shall have a minimum value equal to the inventory  scheduled on
Exhibit 3.1.2 hereof. Compliance


                                      -9-
<PAGE>



with this  requirement  shall be verified by  representatives  of Purchaser  and
Sellers immediately prior to Closing.

                  3.1.3  The  Closing   Financial   Exhibit   shall  accrue  all
liabilities  of the  company as of the Closing  Date,  including  liability  for
income  taxes for all periods  prior to Closing,  including  the period from and
after January 1, 1997.

                  3.1.4 Accounts  payable of the Corporation  shall be reflected
in the  Closing  Financial  Exhibit.  Cash  shall be  retained,  and not paid to
Sellers pursuant to Section 2.1 hereof,  in an amount equal to the excess of all
accounts  payable and all other  liabilities of the Corporation as of Closing in
excess of $112,500.

         3.2 In addition to, and without in any way limiting, the warranties and
representations  of Sellers  granted  in  Article  IV hereof,  Sellers do hereby
jointly and severally warrant that the Closing Financial Exhibit provided for in
Section  3.1  hereof is true and  correct.  Sellers  hereby  indemnify  and hold
Purchaser  harmless from any and all liabilities of the Corporation  existing as
of the  Closing  Date  that are in excess of the  liabilities  reflected  on the
Closing Financial Exhibit.  Without in any way limiting the foregoing  warranty,
or the warranties and representations  granted in Article IV hereof, there shall
be a  reconciliation  and restatement of the liabilities of the Corporation made
in December,  1997,  Purchaser and the Corporation  shall furnish Sellers with a
statement as to excess liabilities,  and Sellers shall reimburse the Corporation
for such excess liabilities, if any.


                  IV. Warranties and Representations of Sellers
                  ---------------------------------------------
         Sellers do hereby, jointly and severally, give the following warranties
to Purchaser, which warranties shall survive Closing:

         4.1 The  shares  of  stock in the  Corporation  and all  assets  of the
Corporation  are free and clear of all liens and  encumbrances  except as to the
$112,500 debt referred to in Article 2 hereof.

         4.2 Production  Well Services,  Inc., and the business that it operates
is now, and shall be at Closing,  in  compliance  with all  applicable  laws and
regulations, including without limitation licensing and environmental laws.

         4.3 The financial records and descriptive  information  relating to the
operation of Production Well Services, Inc., previously furnished to Purchasers,
including,  without limitation,  the tax returns,  financial statements,  income
statements and customer lists,  as well as the Closing  Financial  Exhibit,  are
true and correct.

                                      -10-
<PAGE>




         4.4 The operating assets of Production Well Services, Inc., are in good
and workable condition, ordinary wear and tear excepted.

         4.5 Production Well Services,  Inc., is a corporation,  duly organized,
validly existing and in good standing under the laws of Mississippi, and is duly
qualified  to do  business  and in good  standing  in all  states  in which  its
ownership or leasing of property or the conduct of its  business  requires it to
be so  qualified.  All of the  outstanding  capital  stock  of  Production  Well
Services,  Inc., is validly issued,  fully paid and non-assessable.  All of such
stock is owned by Sellers free and clear of any liens.  No agreements  have been
entered into regarding such stock and, without limiting the foregoing,  there is
no  buy-sell  agreement  or other  agreement  pursuant  to which any party has a
preferential  right to purchase such stock.  Without  limiting the generality of
the  foregoing,  the  Corporation  has no  obligation  to issue any stock to any
person.

         4.6 Sellers'  execution,  delivery or  performance  of this  agreement,
including  without  limitation  the  execution  and  completion of any agreement
contemplated  hereby,  will not violate or conflict  with any  provision  of the
Corporation's Certificate of Incorporation, Bylaws or other corporate documents,
nor will it violate or constitute an event of default, or permit acceleration of
any obligations,  pursuant to any agreement, including, without limitation, debt
agreements, to which the Sellers or the Corporation are a party.

         4.7 The  Corporation  is not  party to any  contracts  calling  for the
Corporation to either provide or acquire goods or services. Without limiting the
generality  of  the  foregoing,   there  has  been  no  contract  or  quotation,
arrangement or understanding  for the future sale of services by the Corporation
which extends beyond thirty (30) days.

         4.8 Other  than the  Employment  Agreements  called  for in  Article IX
hereof,  the  Corporation  is not a party to any  labor  contracts  of any kind,
including,  without limitation,  collective bargaining agreements.  There are no
compensation  plans,  pension,  and  retirement  plans,  bonus and saving plans,
vacation  or sick leave  plans or  policies,  or  disability  plans to which the
Corporation is a party. The Corporation maintains group heath insurance coverage
on 7 of its employees.

         4.9 The  Corporation  has filed all tax returns  and filings  which the
Corporation is required to file with the appropriate  government  agencies,  and
the information set forth in tax returns is true, correct and complete.  Without
limiting the generality of the foregoing,  the 1996 Income Tax Returns (for U.S.
and all required States) have been filed and is correct.

         4.10  There  is no  litigation,  pending  or  threatened,  against  the
Corporation.

                                      -11-

<PAGE>



         4.11 Since the  inspection of the  Corporation's  Operating  Assets and
inventory  mutually  conducted by Sellers and Purchaser in January,  1997,  such
assets  have been  only used in the  ordinary  course of  business,  and no such
assets have been sold, conveyed, loaned or returned for credit.


                              V. Debts, Liabilities
                              ---------------------
         5.1 The  Corporation  shall be  responsible  for and shall pay only the
debts and liabilities reflected on the Closing Financial Exhibit,  together with
those debts and liabilities  incurred in operation of the business subsequent to
5:00 p.m. on the Closing  Date,  none of which  shall be the  responsibility  of
Sellers.  While this transaction is effective,  for accounting purposes, on June
1, 1997,  Sellers warrant that the debts and liabilities of the Corporation,  as
of the Closing Date, are as shown on the Closing Financial Exhibit.

         5.2 Purchaser  shall not assume or become liable to Sellers,  or to any
other person, firm, corporation or entity, for any liabilities or obligations of
Sellers,  whether  accrued,  absolute,  contingent or otherwise.  Sellers hereby
indemnify the Purchaser and the Corporation from all liabilities and obligations
arising  from  operation  of the  Corporation  prior to 5:00 p.m. on the Closing
Date, other than those reflected on the Closing  Financial  Exhibit,  including,
without  limitation,  any  indebtedness  for borrowed  money,  any liability for
taxes, any liability for goods or services purchased,  sold or rendered,  or any
suit or claim seeking recovery for injury to persons or property  resulting from
any product or service  heretofore  sold or rendered  by the  Corporation,  plus
reasonable attorney fees; provided that such indemnity shall be secondary to any
and all insurance available, including but not limited to insurance purchased by
the Corporation  prior to Closing and insurance  purchased by the Corporation or
Purchaser subsequent to Closing.  Purchaser agrees to indemnify Sellers from and
against any and all claims, damages,  losses,  charges,  liability and expenses,
including  reasonable attorney fees, imposed upon the Sellers but arising out of
or resulting from  Purchaser's  operation of the Corporation from and after 5:00
p.m. on the Closing Date; provided that such indemnity shall be secondary to any
and all insurance available, including but not limited to insurance purchased by
the Corporation  prior to Closing and insurance  purchased by the Corporation or
Purchaser subsequent to Closing.


                                   VI. Closing
                                   -----------

         Closing shall occur on June 6, 1997, Central time (the "Closing Date").
At Closing:

         6.1      Sellers shall deliver to Purchaser the following:

                                      -12-
<PAGE>



                  (i)      the original stock  certificates  covering all of the
                           outstanding stock of the Corporation,  fully endorsed
                           to Purchaser,  together  with an assignment  separate
                           from certificate covering all outstanding stock.

                  (ii)     Certificates of title to all rolling stock.

                  (iii)    appropriate    corporate    authorization    by   the
                           Shareholders  and Board of  Directors  of  Production
                           Well Services,  Inc.,  approving and authorizing this
                           Agreement and all matters contemplated hereby;

                  (iv)     the  Employment  Agreements  described  in Section IX
                           hereof, fully executed by Sellers; and

                  (v)      such other documents and agreements as are reasonably
                           required,  in the opinion of Purchaser's  counsel, to
                           complete the transaction contemplated hereby.

         6.2      At Closing, Purchaser shall deliver to Sellers the following:
                  (i)      The Purchase Price;

                  (ii)     Execution of the Employment Agreements referred to in
                           Section IX;

                  (iii)    such other  documents  and  agreements as are, in the
                           opinion of counsel for Sellers,  reasonably  required
                           to complete the transaction contemplated hereby.


                           VII. Conditions to Closing
                           --------------------------
         This  Agreement  and the  Closing  thereof is subject to the  following
conditions:

         7.1 All  representations  and  warranties  made by the Sellers shall be
true and correct as of the Closing Date;

         7.2 Sellers shall furnish a certificate of good standing for Production
Well Services, Inc., in the State of Mississippi.

         7.3 Sellers shall furnish a Phase I  Environmental  Report covering the
Corporation's  facilities  in Laurel,  Mississippi,  showing  same to be free of
environmental hazards.

                                      -13-
<PAGE>




         7.4 Sellers shall furnish the complete  results,  including copies of a
Form UCC-11 Search for financing  statements relating to the Corporation and all
of its  assets,  showing  no liens  other than those  reflected  on the  Closing
Financial Exhibit.
                           VIII. Access to Information
                           ---------------------------
         8.1 Prior to Closing.  Prior to Closing,  Purchaser shall have full and
complete access to the Operating  Assets,  along with all offices and facilities
of the Corporation and to the Corporation'  books and records for the purpose of
reviewing same in connection with the transaction  contemplated  hereby.  Should
the  transaction  contemplated  hereby  not  close  for any  reason  whatsoever,
Purchaser  agrees to maintain the  confidentiality  of all information  gathered
during its evaluation of the Corporation'  business and the Corporation' assets,
unless Purchaser is legally obligated to disclose any such information.

         8.2 Continued Access to Records.  Purchaser shall preserve for a period
of three (3) years after the date of Closing the  financial or other records and
documents  pertaining  to the  business  and will  grant  Sellers  such right of
reasonable  access to such  records as may be needed by Sellers  with respect to
any matters  pertaining  thereto.  When  requested by Sellers,  Purchaser  shall
provide, at Seller' expense, originals or copies of specified documents.


                  IX. Employment and Non-Competition Agreements
                  ---------------------------------------------
         At or prior to  Closing,  the  Corporation  and Mark  Roberts,  and the
Corporation  and Vernon E. Tew,  Jr.,  shall  enter into  Employment  Agreements
substantially  in the form of Exhibit 9 attached  hereto and made a part hereof,
calling for their  continued  employment by the  Corporation,  which  Employment
Agreements shall include a non-competition agreement, prohibiting competition in
the states of Mississippi  and Alabama,  which area is deemed  reasonable by the
parties  considering the prior business of Production  Well Services,  Inc., and
the business of Purchaser.


                                X. No Assignment
                                ----------------
         Neither  this  Agreement,   nor  any  right,   interest  or  obligation
hereunder,  may be assigned by either of the  parties  hereto  without the prior
written  consent of the other  party(s),  except that  Purchaser may assign this
Agreement,  in whole or in part, to its  subsidiary  Boone  Wireline Co.,  Inc.,
provided  that no such  assignment  shall relieve  Purchaser of any  obligations
created hereunder.


                            XI. Multiple Counterparts
                            -------------------------
         Any number of counterparts of this Agreement may be executed,  and each
such  counterpart  shall be deemed to be an  original  instrument,  but all such
counterparts  together shall constitute but one and the same agreement,  binding
on both the parties notwithstanding that both

                                      -14-
<PAGE>



parties have not signed the same counterpart.

                               XII. Modifications
                               ------------------
         This Agreement  contains the entire agreement between the parties,  and
there shall be no waiver,  modification or change of the terms of this Agreement
without the written approval of the parties hereto.


                                 XIII. Captions
                                 --------------
         The titles of the  Articles  and  Paragraphs  and the  captions of this
Agreement have been assigned  thereto for  convenience and reference only and in
no way  define,  describe,  extend,  or limit,  nor be  construed  as  limiting,
defining or affecting the substantive terms, scope or intent of this Agreement.


                  XIV. Entire Agreement, Integration, Amendment
                  ---------------------------------------------
         This  Agreement,  together  with  the  accompanying  Exhibits  attached
hereto, constitutes the entire agreement among the parties hereto, as a complete
and final integration  thereof.  All understandings and agreement heretofore had
between  and  among the  parties  with  respect  to the  subject  matter of this
Agreement  are merged into this  Agreement,  which  alone  fully and  completely
expresses  their  understandings,   and  this  Agreement  supersedes  all  prior
memoranda, correspondence, conversations and negotiations.

         There have been and are no  agreements,  representations  or warranties
between the parties other than those set forth or provided herein.

         No  representation or warranty made by any party which is not contained
in this  Agreement  or  expressly  referred  to herein has been relied on by any
party in entering into this Agreement.


                                   XV. Notices
                                   -----------
         All notices,  requests,  demands,  and other  communications  hereunder
shall be in writing  and shall be deemed to have been duly  given and  delivered
upon personal delivery or, if mailed,  upon depositing such notice in the United
States mail, with first class postage prepaid, and

                           (i)      If to the Purchaser, to:

                                    Black Warrior Wireline Corp
                                    3748 Highway 45, N

                                      -15-
<PAGE>



                                    Post Office Box 9188
                                    Columbus, Mississippi  39705
                                    Attn:   William L. Jenkins

                           (ii)     If to the Sellers, to:

                                    c/o Mark R. Roberts
                                    PO Box 61
                                    Mize, MS 39116
Any party may change the address to which  notices are to be  delivered  to such
party, by notice given in accordance with this subparagraph to the other party.


                               XVI. Governing Law
                               ------------------
         The  laws of the  State  of  Mississippi  shall  govern  the  validity,
construction, and interpretation of this Agreement.


                               XVII. Miscellaneous
                               -------------------

         17.1 Gender, Number. All personal pronouns used in this Agreement shall
include all genders, whether used in the masculine,  feminine, or neuter gender.
Singular nouns and pronouns shall include the plural, as may be appropriate, and
vice versa.

         17.2 Severability. All of the terms, provisions, and conditions of this
Agreement  shall be deemed to be  severable in nature.  If, for any reason,  the
provisions  hereof are held to be invalid or unenforceable to any extent, to the
extent that such  provisions  are valid and  enforceable,  a court of  competent
jurisdiction  shall construe and interpret this Agreement to provide for maximum
validity and enforceability of this Agreement.

         17.3 Successors. This Agreement shall bind the parties and their heirs,
successors, assigns, next of kin, and personal representatives.

         17.4  Construction.  This Agreement  shall be construed in its entirety
according to its plain meaning and shall not be construed  against the party who
provided or drafted it.

         17.5 Party.  The terms  party and parties  refer to the parties to this
Agreement, unless otherwise stated.

                                      -16-
<PAGE>




         17.6  Subdivision.  References to paragraphs,  subparagraphs,  and like
subdivisions  are  references to such  subdivisions  of this  Agreement,  unless
otherwise stated.

         17.7 Hereof. Terms such as "hereof", "hereto",  "hereunder",  "herein",
and the like refer to the entire  Agreement and not only to the  subdivision  in
which such terms appear.


               XVIII. Warranties and Representations of Purchaser
               --------------------------------------------------

         18.1 Purchaser  acknowledges that it has inspected the operating assets
of the  Corporation  and will  accept  possession  of such  assets  without  any
warranties or representations  as to the condition by the Corporation.  In other
words,in  purchasing the stock of the  Corporation,  Purchaser is accepting such
operating assets "as-is, where-is".

         18.2 Purchaser is a corporation  validly  existing and in good standing
under the laws of the State of Delaware and is qualified to transact business in
the State of  Mississippi.  Purchaser  has all requisite  corporation  power and
authority to execute and deliver this  Agreement and to perform its  obligations
hereunder.

         18.3 The  execution,  delivery and  performance  of this Agreement have
been duly authorized by Purchaser's  Board of Directors,  which  constitutes all
necessary  corporate action on the part of Purchaser for such due authorization.
This Agreement has been duly executed and delivered by Purchaser and constitutes
and valid and legally binding obligation of Purchaser.  The execution,  delivery
and performance of this Agreement by Purchaser in accordance with its terms will
not conflict  with or result in any  violation or default under any provision of
the  Certificate of  Incorporation  or Bylaws of Purchaser,  or of any mortgage,
lease, agreement,  instrument,  permit,  franchise,  license,  judgment,  order,
decree,  law rule or regulation  applicable  to  Purchaser.  Except as otherwise
contemplated by this Agreement, no consent,  approval, order or authorization of
or  registration,  declaration  or filing with,  any  governmental  authority is
required on the part of Purchaser in connection  with the execution and delivery
of this Agreement or the consummation of the transactions contemplated hereby.

                                      -17-
<PAGE>



         IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
effective on the day and date first above written.

                                               PURCHASER:

WITNESS:                                       BLACK WARRIOR WIRELINE CORP.


-------------------------------------      BY: /s/ William L. Jenkins, President


                                               SELLERS:
WITNESS:

                                               /s/ Vernon E. Tew, Jr.


WITNESS:

-------------------------------------          /s/ Mark R. Roberts


WITNESS:

-------------------------------------          /s/ E.J. Wooten


WITNESS:

-------------------------------------          /s/ Chester H. Whatley


WITNESS:

-------------------------------------          /s/ William A. Tew
                                               WILLIAM A. TEW


                                      -18-

<PAGE>


                                                       

                                                                       EXHIBIT 2





                           PURCHASE AND SALE AGREEMENT
                           ---------------------------

         Agreement made and entered the 9th day of June, 1997, between and among
BLACK WARRIOR WIRELINE CORP, a Delaware  corporation with its principal place of
business at 3748 Highway 45, North, Columbus,  Mississippi (hereinafter referred
to as  "Purchaser")  and JOHN L.  MORTON,  THEODORE W. MORTON and JOHN D. MORTON
(hereinafter  referred  to as  "Sellers")  who  are  the  sole  shareholders  of
PETRO-LOG,  INCORPORATED,  a Wyoming corporation (hereinafter referred to as the
"Corporation").

         WHEREAS,  Purchaser and Sellers are the parties to that certain  Letter
of Intent dated March 26, 1997,  relating to the acquisition by Purchaser of all
stock in the Corporation;

         WHEREAS, the parties desire to amend and further record their agreement
and provide for the closing thereof.

         NOW, THEREFORE, the parties agree as follows:


                                I. Sale of Stock
                                ----------------
         Subject to the terms and conditions set forth below, and to the payment
of the  Purchase  Price  set  forth in  paragraph  2  herein,  the  receipt  and
sufficiency of which is hereby acknowledged, Purchaser agrees to buy and Sellers
agree to sell and convey clear and merchantable title to Purchaser of all of the
outstanding  stock  of  Petro-Log,  Inc.,  a  Wyoming  corporation  (hereinafter
referred to as the "Corporation"), free and clear of all liens and encumbrances,
upon the terms and  conditions set forth below.  Sellers  warrant that they hold
all of the outstanding stock of the Corporation, 40 shares of common stock.


                               II. Purchase Price
                               ------------------
         The Purchase  Price for the stock to be  purchased  shall be the sum of
$2,137,500,  payable in cash at Closing,  for all assets of the corporation (the
"Operating  Assets") the Operating  Assets to include all of the business assets
of the Corporation  which Purchaser  expects to use in its continued  operation,
including, but not limited to:

                  (a) The trade name Petro-Log, Incorporated, and Petro-Log, and
all related trade names, trademarks, emblems and descriptions related thereto;


<PAGE>




                  (b) All of the assets of the Corporation used or useful in the
Wireline  business,  whether or not in currently  useable  condition,  including
Wireline Trucks,  Perforating Trucks, Grease  Injection/Mast/Crane  Trucks; Tool
Trucks;   Tool  Trailers;   Forklifts;   Pressure  Control  Equipment;   Logging
Electronics and Tools; Gun Inventory; Perforating Lines; Related Equipment; Shop
Equipment;  Neutron Sources;  and radioactive  materials  including  calibration
sources;  intellectual properties and rights thereto, whether or not patented or
patentable,  including the assets described on Exhibit 2(b), attached hereto and
made a part hereof,  except for those assets  specifically  described in Section
III below.

                  (c) To the extent not covered by Section II (b), above, all of
the remaining assets of the Corporation used or useful in the Wireline business,
other  than  those  assets  excepted  in this  Section  II (c) and those  assets
specifically described in Section III below, including:

                           (i) the well logs,  but not  including  the five file
cabinets at Casper containing the well logs;

                           (ii) the contents of the  wireline  building and shop
located at 320 North Crescent, Casper, Wyoming, plus all cable, wireline, tools,
fittings,  line,  pipe,  and  other  materials,  whether  in  currently  useable
condition or not,  stored around said building and shop which are used or useful
in the wireline  business,  but not including the tools listed on Exhibit II (c)
(ii) hereto;

                           (iii)  all of the  equipment  used or  useful  in the
Wireline  business and  currently  stored in the fenced area behind the building
and shop located at 372 North Crescent,  Casper,  Wyoming,  whether in currently
useable condition or not,  including but not limited to: Wireline trucks and any
parts therefore, mast truck(s), wireline tools, fittings, line, and spools.

                           (iv) the contents of the wireline building,  shop and
yard currently occupied by the Corporation, located at Riverton, Wyoming;

                           (v) the contents of the wireline  building,  shop and
yard currently occupied by the Corporation, located at Evanston, Wyoming;

                           (vi) the contents of the wireline building,  shop and
yard currently occupied by the Corporation, located at Powell, Wyoming;

                           (vi) the Books, as that term is defined in Article IX
hereof,  provided  that the issues of  possession,  access to and copying of the
Books shall be subject to the provisions of Article IX hereof;


<PAGE>




                           (vii) any wireline  trucks and  equipment of any kind
or character  owned by the  Corporation  located at a place other than described
above, such as a repair shop, on a jobsite, on loan, etc; and

                           (viii)  the  phone  numbers  (307)  234-2433,   (307)
234-2599,  (800)  524-4562,  together with the phone numbers used at the Powell,
Riverton and Evanston  locations of the  Corporation.  Additionally,  during the
transition period the fax number (307) 265-5299 shall be shared by Purchaser and
Seller, following which time Purchaser shall obtain a new fax number.

                           (ix) the indoor  explosives  magazines located in the
Powell, Riverton,  Evanston and Casper locations. Seller will retain all outdoor
explosives magazines

         As additional consideration, Purchaser at the time of closing shall pay
the entire fee of Superior Auctioneers and Marketing, Inc.


                    III. Pre-Closing Distributions to Sellers
                    -----------------------------------------
         Immediately prior to Closing,  the Corporation shall distribute certain
items to Sellers, as follows:

         3.1 All cash and cash equivalents, other than those amounts retained as
needed to satisfy the requirements of Article 4 hereof.

         3.2      All real estate.

         3.3      All receivables accrued prior to Closing.

         3.4      All accounts payable accrued prior to Closing.

         3.5      The explosives inventory of the Corporation.

         3.6      The tools listed on Exhibit II (c) (ii) hereto.

         3.7 Certain  miscellaneous assets of the Corporation,  not described as
being included in this sale in Article II hereof,  and not used or useful in the
wireline  business,  including the office equipment  located in the building and
shop located at 372 North Crescent, Casper, Wyoming, and the antique vehicles.

         From and after Closing, Purchaser will execute, acknowledge and deliver
such further conveyances, transfers, releases and acquittals as may be necessary
or appropriate to convey to Sellers the assets described in Sections 3.1 through
3.7, above.


<PAGE>




                  IV. Closing Financial Conditions and Exhibit
                  --------------------------------------------
         A Closing  Financial  Exhibit  shall be prepared  by Porter,  Muirhead,
Cornia & Howard,  accountants  for the  Corporation,  of  Casper,  Wyoming.  The
Closing Financial Exhibit shall reflect the liabilities of the Corporation as of
the Closing Date,  including but not limited to, an accrual for income taxes for
all periods prior to Closing. The Closing Financial Exhibit shall also state the
amount of cash that shall remain in the  Corporation  to satisfy  obligations of
the  Corporation  in excess of $ 0 , this  amount  of cash to be  determined  by
mutual agreement of the Purchaser and the Sellers prior to Closing.

         4.1 Closing of this  transaction is subject to the Corporation  meeting
the following financial conditions:

                  4.1.1  Except  as  mutually  agreed in the  Closing  Financial
Exhibit,  the Corporation  shall have debts totalling not more than $ 0 , except
for the income tax liabilities as provided for in Section 4.1.3.

                  4.1.2  Expendable  inventory of the  Corporation on hand as of
the Closing Date shall have a minimum value equal to the inventory  scheduled on
Exhibit  4.1.2 hereof.  Compliance  with this  requirement  shall be verified by
representatives of Purchaser, notifying Sellers immediately prior to Closing.

                  4.1.3  The  Closing   Financial   Exhibit   shall  accrue  all
liabilities  of the  company as of the Closing  Date,  including  liability  for
income  taxes for all periods  prior to Closing,  including  the period from and
after April 1, 1997. Cash in an amount equal to the accrued income tax liability
shall be retained by the Corporation and not distributed to Sellers  pursuant to
Article 3 hereof.

                  4.1.4 The Corporation,  immediately prior to Closing, will pay
all accrued vacation,  salary and job bonus benefits to its employees  effective
through  the  close  of  business  on the  date of  Closing.  It is  agreed  and
understood the  Corporation's  existing  business  checking account and existing
signature  authorization  shall survive the date of Closing to allow clearing of
outstanding checks,  including,  but not limited to, payroll taxes,  Federal and
State.

         4.2 In addition to, and without in any way limiting, the warranties and
representations  of  Sellers  granted  in  Article V hereof,  Sellers  do hereby
jointly and severally warrant that the Closing Financial Exhibit provided for in
Section  4.1  hereof is true and  correct.  Sellers  hereby  indemnify  and hold
Purchaser  harmless from any and all liabilities of the Corporation  existing as
of the  Closing  Date  that are in excess of the  liabilities  reflected  on the
Closing Financial Exhibit.  Without in any way limiting the foregoing  warranty,
or the warranties and representations  granted in Article V hereof,  there shall
be a  reconciliation  and restatement of the liabilities of the Corporation made
in December, 1997. Purchaser and the Corporation shall furnish Sellers with

<PAGE>

a  statement  as  to  excess  liabilities,   and  Sellers  shall  reimburse  the
Corporation for such excess liabilities, if any.


                  V. Warranties and Representations of Sellers
                  --------------------------------------------
         Sellers do hereby, jointly and severally, give the following warranties
to Purchaser, which warranties shall survive Closing:

         5.1 The  shares  of  stock in the  Corporation  and all  assets  of the
Corporation are free and clear of all liens and encumbrances.

         5.2  Petro-Log,  Inc.,  and the  business  that it operates is now, and
shall be at Closing,  in compliance  with all applicable  laws and  regulations,
including without limitation licensing and environmental laws.

         5.3 The financial records and descriptive  information  relating to the
operation of Petro-Log,  Inc.,  previously  furnished to Purchasers,  including,
without limitation, the tax returns, financial statements, income statements and
customer lists, as well as the Closing Financial Exhibit, are true and correct.

         5.4 The operating  assets of Petro-Log,  Inc., are in good and workable
condition, ordinary wear and tear excepted.

         5.5 Petro-Log, Inc., is a corporation, duly organized, validly existing
and in good  standing  under the laws of Wyoming,  and is duly  qualified  to do
business and in good standing in all states in which its ownership or leasing of
property or the conduct of its business  requires it to be so qualified.  All of
the outstanding capital stock of Petro-Log,  Inc., is validly issued, fully paid
and non-assessable.  All of such stock is owned by Sellers free and clear of any
liens.  No agreements  have been entered into regarding such stock and,  without
limiting  the  foregoing,  there is no  buy-sell  agreement  or other  agreement
pursuant to which any party has a  preferential  right to  purchase  such stock.
Without  limiting  the  generality  of the  foregoing,  the  Corporation  has no
obligation to issue any stock to any person.

         5.6 Sellers'  execution,  delivery or  performance  of this  agreement,
including  without  limitation  the  execution  and  completion of any agreement
contemplated  hereby,  will not violate or conflict  with any  provision  of the
Corporation's Certificate of Incorporation, Bylaws or other corporate documents,
nor will it violate or constitute an event of default, or permit acceleration of
any obligations,  pursuant to any agreement, including, without limitation, debt
agreements, to which the Sellers or the Corporation are a party.

         5.7 The  Corporation  is not  party to any  contracts  calling  for the
Corporation to either provide or acquire goods or services. Without limiting the
generality of the foreoing, there has

<PAGE>



been no contract or quotation,  arrangement or understanding for the future sale
of services by the Corporation which extends beyond thirty (30) days, except for
the outstanding quotes and proposals scheduled on Exhibit 5.7, hereto.

         5.8  Other  than the  Employment  Agreements  called  for in  Article X
hereof,  the  Corporation  is not a party to any  labor  contracts  of any kind,
including,  without limitation,  collective bargaining agreements.  There are no
compensation  plans,  pension,  and  retirement  plans,  bonus and saving plans,
vacation  or sick leave plans or policies  (except as  disclosed  on Exhibit 5.8
hereto),  or disability  plans to which the Corporation is a party.  The accrued
vacation for each employee is scheduled on Exhibit 5.8 hereto.  The  Corporation
maintains group heath insurance coverage on none of its employees.

         5.9 The  Corporation  has filed all tax returns  and filings  which the
Corporation is required to file with the appropriate  government  agencies,  and
the information set forth in tax returns is true, correct and complete.  Without
limiting the generality of the foregoing,  the 1996 Income Tax Returns (for U.S.
and all required States) have been filed and is correct.

         5.10  There  is no  litigation,  pending  or  threatened,  against  the
Corporation.

         5.11 Since the  inspection  of the  Corporation's  Operating  Assets as
listed on Exhibit 2(b) and inventory mutually conducted by Sellers and Purchaser
in March,  1997,  such  assets  have been  only used in the  ordinary  course of
business,  and no such assets have been sold,  conveyed,  loaned or returned for
credit.

         5.12 The 1985 Freightliner  Wireline Unit stored at the airport,  Truck
number PLT-4,  shall be in good working order.  This unit shall be considered in
good working order if  White-Freightliner  agrees to honor the warranty,  or, if
the warranty is not honored, then Sellers shall take such steps as are necessary
to put the unit in good working order.


                             VI. Debts, Liabilities
                             ----------------------
         6.1  Prior  to  Closing,  Sellers  shall  pay  all  of  the  debts  and
liabilities  incurred in connection with operation of the  Corporation  prior to
12:00 midnight on the Closing Date, except the liability for current-year income
taxes, to the extent provided in Section 4.1.3 hereof.  The Corporation shall be
responsible  for and shall pay only the debts and  liabilities  reflected on the
Closing Financial Exhibit, together with those debts and liabilities incurred in
operation of the business subsequent to 12:00 midnight on the Closing Date, none
of which shall be the responsibility of Sellers.

         6.2 Purchaser  shall not assume or become liable to Sellers,  or to any
other person, firm, corporation or entity, for any liabilities or obligations of
Sellers,  whether  accrued,  absolute,  contingent or otherwise.  Sellers hereby
indemnify the Purchaser from all liabilities and

<PAGE>



obligations arising from operation of the Corporation prior to 12:00 midnight on
the Closing Date, other than those reflected on the Closing  Financial  Exhibit,
including,   without  limitation,  any  indebtedness  for  borrowed  money,  any
liability for taxes (other than deferred income taxes),  any liability for goods
or services purchased,  sold or rendered,  or any suit or claim seeking recovery
for  injury to  persons  or  property  resulting  from any  product  or  service
heretofore sold or rendered by the Corporation,  plus reasonable  attorney fees;
provided  that  such  indemnity  shall  be  secondary  to any and all  insurance
available,  including but not limited to insurance  purchased by the Corporation
prior to  Closing  and  insurance  purchased  by the  Corporation  or  Purchaser
subsequent to Closing.  The indemnities of this Section 6.2 shall cover, but not
be limited to (i) all environmental liabilities associated with the operation of
the Corporation prior to Closing, including without limitation the operations at
the Corporation's facilities located at Casper,  Evanston,  Powell and Riverton,
Wyoming, (ii) all environmental liabilities associated with the operation of the
Corporation  at Powell,  Wyoming  from  Closing  until  delivery  of the Phase I
Environmental  Survey  called  for  in  Section  8.3.3,  hereof,  and  (ii)  all
environmental  liabilities  associated  with the operation of the Corporation at
320 North Crescent, Casper, Wyoming from and after Closing.

         6.3 Purchaser agrees to indemnify  Sellers from and against any and all
claims, damages, losses, charges,  liability and expenses,  including reasonable
attorney  fees,  imposed upon the Sellers but arising out of or  resulting  from
Purchaser's  operation of the  Corporation  from and after 12:00 midnight on the
Closing  Date;  provided that such  indemnity  shall be secondary to any and all
insurance  available,  including  but not limited to insurance  purchased by the
Corporation  prior to Closing and  insurance  purchased  by the  Corporation  or
Purchaser subsequent to Closing.

         6.4 Sellers shall be  responsible  for  insurance  coverage and premium
payments  for  the  existing  Company's  insurance  policies  including  general
liability,  vehicle,  inland marine,  property and casualty,  umbrella,  Wyoming
Workers  Compensation,  unemployment,  etc.,  through the date of  Closing.  All
unearned premiums,  refunds, credits and/or other equities under any or all such
policies  shall be the sole  property  of  Sellers  and shall  survive  Closing.
Purchaser,  at Closing or subsequent  thereto,  will endorse  and/or execute all
documents  as may be  necessary  or  appropriate  to perfect  Seller's  right to
collect such credits, refunds and/or equities.


                                  VII. Closing
                                  ------------
         Closing  shall occur on June 9, 1997,  effective  at midnight  Mountain
time (the "Closing Date"). At Closing:

         7.1      Sellers shall deliver to Purchaser the following:


<PAGE>




                  (i)      the original stock  certificates  covering all of the
                           outstanding stock of the Corporation,  fully endorsed
                           to Purchaser,  together  with an assignment  separate
                           from certificate covering all outstanding stock.

                  (ii)     Certificates of title to all rolling stock.
                  (iii)    appropriate    corporate    authorization    by   the
                           Shareholders  and Board of  Directors  of  Petro-Log,
                           Inc.,  approving and  authorizing  this Agreement and
                           all matters contemplated hereby;

                  (iv)     the  Employment  Agreements  described  in Section 10
                           hereof, fully executed by Sellers; and

                  (v)      A lease to the  Corporation,  covering  the  facility
                           located at Riverton,  Wyoming,  a temporary  lease on
                           the  facilities   located  at  Casper  and  Evanston,
                           Wyoming.

                  (vi)     such other documents and agreements as are reasonably
                           required,  in the opinion of Purchaser's  counsel, to
                           complete the transaction contemplated hereby.

         7.2      At Closing, Purchaser shall deliver to Sellers the following:
                  (i)      The  Purchase  Price  by  Wire  Transfer  to  Hilltop
                           National Bank, Casper, Wyoming.

                  (ii)     Execution of the Employment Agreements referred to in
                           Section 10;

                  (iii)    Execution  of the leases and  sublease  described  in
                           Section 7.1 (v), above.

                  (iv)     such other  documents  and  agreements as are, in the
                           opinion of counsel for Sellers,  reasonably  required
                           to complete the transaction contemplated hereby.


                           VIII. Conditions to Closing
                           ---------------------------
         This  Agreement  and the  Closing  thereof is subject to the  following
conditions:

         8.1 All  representations  and  warranties  made by the Sellers shall be
true and correct as of the Closing Date;

         8.2 Sellers shall furnish a certificate of good standing for Petro-Log,
Inc., in the State of Wyoming.


<PAGE>




         8.3 Sellers shall furnish a Phase I  Environmental  Report covering the
Corporation's facilities in Casper, Evanston, Powell and Riverton,  Wyoming, and
Dickenson, North Dakota, showing same to be free of environmental hazards.

                  8.3.1  The  cost  of a Phase I  Environmental  Survey  for the
facilities  at  Riverton  will be paid  for by  Sellers.  This  survey  has been
completed,  and discloses several recommended remediation matters, which Sellers
shall complete at their expense following closing.

                  8.3.2  The  cost  of a Phase I  Environmental  Survey  for the
facilities at Casper,  Dickenson  and Evanston will be shared  equally by Seller
and  Purchaser.  These surveys will be completed  within thirty (30) days of the
date of Closing.

                  8.3.3 It is  anticipated  that the landlord of the facility at
Powell will pay for the Phase I Environmental  Survey for this location,  but if
not,  this survey  shall be paid for by Sellers.  This survey will be  completed
within 30 days following closing.

         8.4 Sellers shall furnish the complete  results,  including copies of a
Form UCC-11 Search for financing  statements relating to the Corporation and all
of its  assets,  showing  no liens  other than those  reflected  on the  Closing
Financial Exhibit.


                            IX. Access to Information
                            -------------------------
         9.1 Prior to Closing.  Prior to Closing,  Purchaser shall have full and
complete access to the Operating  Assets,  along with all offices and facilities
of the Corporation and to the Corporation'  books and records for the purpose of
reviewing same in connection with the transaction  contemplated  hereby.  Should
the  transaction  contemplated  hereby  not  close  for any  reason  whatsoever,
Purchaser  agrees to maintain the  confidentiality  of all information  gathered
during its evaluation of the Corporation'  business and the Corporation' assets,
unless Purchaser is legally obligated to disclose any such information.

         9.2  Continued Access to Records.
         ---  ----------------------------

                  9.2.1 At Closing and for five years thereafter. From and after
closing  the  corporate,  financial  and  other  records  and  documents  of the
Corporation  prior to closing,  not otherwise  provided for herein (the "Books")
shall be freely  available  during normal  business  hours of 8:00 am to 5:00 pm
local time for  inspection,  use and  copying  (including  offsite  copying)  by
Sellers and Purchaser.  Physical  possession,  storage and copying of such books
and records shall be as described in subsections (i) through (iii) below.

                           (i) The  Corporate  Records,  such as the Articles of
Incorporation,  Bylaws,  Shares, Share Records, and Minutes of all kind shall be
in the possession and storage of 

<PAGE>

Purchaser.  Purchaser  shall  make a copy of same  and  deliver  same to John L.
Morton, for Sellers, within 21 days following closing.

                           (ii) the  business  records of all kinds,  financial,
bookkeeping and accounting records of the Corporation shall be maintained in the
possession and storage of Sellers for a period of five years following  closing,
at which time same shall be tendered to  Purchaser  for  delivery to  Purchaser.
Sellers  shall make a copy of the records  described  on Exhibit  9.2.1 (ii) and
deliver same to Purchaser, such copying to be completed within 45 days following
closing,  provided  that Sellers  shall more  quickly copy and deliver  selected
records as  requested  by  Purchaser.  Sellers  shall,  from time to time in the
future,  execute  and  deliver  to the  accountants  for  the  Corporation  such
instructions  and consents as are required for Purchaser to obtain access to any
records of such accountants relating to the Corporation.

         9.3  Continued  Assurances.  Purchaser  and  Seller  will do,  execute,
acknowledge and deliver, all and every such further acts, conveyances,  transfer
orders, notices,  releases and acquittances and such other instruments as may be
necessary or appropriate to assure to Purchasers and Sellers,  their  successors
and assigns,  more fully all of the respective  properties,  rights,  titles and
interests,  estates,  remedies, powers and privileges by this agreement granted,
bargained,  sold, conveyed,  assigned,  transferred,  set over and delivered, or
otherwise vested in Purchasers and/or Sellers or intended to be so.


                  X. Employment and Non-Competition Agreements
                  --------------------------------------------
         10.1 At or prior to Closing, the Corporation and Ted Morton shall enter
into an  Employment  Agreement  calling  for  his  continued  employment  by the
Corporation,   which  Employment   Agreement  shall  include  a  non-competition
agreement,  prohibiting  competition in the Rocky Mountain Oil and Gas Region of
the United  States,  including the States of Wyoming,  South  Dakota,  Colorado,
North Dakota,  Montana and Utah, which area is deemed  reasonable by the parties
considering the prior business of Petro-Log, Inc.

         10.2 From  closing and for three (3) years  thereafter,  John L. Morton
and John D.  Morton  agree  that they will not  directly  or  indirectly  become
employed by or  associated  with, in any  capacity,  any other  person,  firm or
corporation  which operates a wireline  business in the general business area of
the Corporation, which is agreed by the parties to be the Rocky Mountain Oil and
Gas Region of the United States,  including the States of Wyoming, South Dakota,
Colorado, North Dakota, Montana and Utah.

         It is agreed by the parties  hereto that, in the event of any breach of
the non-competition  provisions of Section 10.2 hereof, legal remedies available
to the Purchaser and the  Corporation  would be  inadequate.  Therefore,  in the
event of such breach,  the Purchaser  and/or the  Corporation  are  specifically
authorized to apply to a court of competent jurisdiction to enjoin any violation
of such provision.

<PAGE>




                                XI. No Assignment
                                -----------------
         Neither  this  Agreement,   nor  any  right,   interest  or  obligation
hereunder,  may be assigned by either of the  parties  hereto  without the prior
written  consent of the other  party(s),  except that  Purchaser may assign this
Agreement,  in whole or in part, to its  subsidiary  Boone  Wireline Co.,  Inc.,
provided  that no such  assignment  shall relieve  Purchaser of any  obligations
created   hereunder.   The  Corporation  will  be  assigning  assets  not  being
transferred to Purchaser under the terms of this agreement such as, for example,
the  explosives  inventory (to Chemfrac,  Inc, a corporation  owned by Sellers),
real estate and other assets (to M3 Industries, a partnership owned by Sellers).
These assignments are specifically approved by Purchaser.


                           XII. Multiple Counterparts
                           --------------------------
         Any number of counterparts of this Agreement may be executed,  and each
such  counterpart  shall be deemed to be an  original  instrument,  but all such
counterparts  together shall constitute but one and the same agreement,  binding
on both the parties  notwithstanding  that both parties have not signed the same
counterpart.


                               XIII. Modifications
                               -------------------
         This Agreement  contains the entire agreement between the parties,  and
there shall be no waiver,  modification or change of the terms of this Agreement
without the written approval of the parties hereto.


                                  XIV. Captions
                                  -------------
         The titles of the  Articles  and  Paragraphs  and the  captions of this
Agreement have been assigned  thereto for  convenience and reference only and in
no way  define,  describe,  extend,  or limit,  nor be  construed  as  limiting,
defining or affecting the substantive terms, scope or intent of this Agreement.


                  XV. Entire Agreement, Integration, Amendment
                  --------------------------------------------
         This  Agreement,  together  with  the  accompanying  Exhibits  attached
hereto, constitutes the entire agreement among the parties hereto, as a complete
and final integration  thereof.  All understandings and agreement heretofore had
between  and  among the  parties  with  respect  to the  subject  matter of this
Agreement  are merged into this  Agreement,  which  alone  fully and  completely
expresses  their  understandings,   and  this  Agreement  supersedes  all  prior
memoranda, correspondence, conversations and negotiations.

         There have been and are no  agreements,  representations  or warranties
between the parties other than those set forth or provided herein.



<PAGE>



         No  representation or warranty made by any party which is not contained
in this  Agreement  or  expressly  referred  to herein has been relied on by any
party in entering into this Agreement.


                                  XVI. Notices
                                  ------------
         All notices,  requests,  demands,  and other  communications  hereunder
shall be in writing  and shall be deemed to have been duly  given and  delivered
upon personal delivery or, if mailed,  upon depositing such notice in the United
States mail, with first class postage prepaid, and
                           (i)      If to the Purchaser, to:

                                    Black Warrior Wireline Corp
                                    3748 Highway 45, N
                                    Post Office Box 9188
                                    Columbus, Mississippi  39705
                                    Attn:   William L. Jenkins

                           (ii)     If to the Sellers, to:

                                    Mr. John L. Morton
                                    Post Office Box 535
                                    Casper, Wyoming  82602

Any party may change the address to which  notices are to be  delivered  to such
party, by notice given in accordance with this subparagraph to the other party.


                               XVII. Governing Law
                               -------------------
         The  laws of the  State  of  Mississippi  shall  govern  the  validity,
construction, and interpretation of this Agreement.

                              XVIII. Miscellaneous
                              --------------------
         18.1 Gender, Number. All personal pronouns used in this Agreement shall
include all genders, whether used in the masculine,  feminine, or neuter gender.
Singular nouns and pronouns shall include the plural, as may be appropriate, and
vice versa.

         18.2 Severability. All of the terms, provisions, and conditions of this
Agreement  shall be deemed to be  severable in nature.  If, for any reason,  the
provisions  hereof are held to be invalid or unenforceable to any extent, to the
extent that such  provisions  are valid and  enforceable,  a court of  competent
jurisdiction  shall construe and interpret this Agreement to provide for maximum
validity and enforceability of this Agreement.


<PAGE>




         18.3 Successors. This Agreement shall bind the parties and their heirs,
successors, assigns, next of kin, and personal representatives.

         18.4  Construction.  This Agreement  shall be construed in its entirety
according to its plain meaning and shall not be construed  against the party who
provided or drafted it.

         18.5 Party.  The terms  party and parties  refer to the parties to this
Agreement, unless otherwise stated.

         18.6  Subdivision.  References to paragraphs,  subparagraphs,  and like
subdivisions  are  references to such  subdivisions  of this  Agreement,  unless
otherwise stated.

         18.7 Hereof. Terms such as "hereof", "hereto",  "hereunder",  "herein",
and the like refer to the entire  Agreement and not only to the  subdivision  in
which such terms appear.

         8.8 Certain Transitional  Matters. For up to 120 days following closing
the Corporation  shall lease from Sellers the Wireline Building and Shop located
at 320 North Crescent,  Casper  Wyoming,  together with the right to continue to
use the  following at the  building  located at 372 North  Crescent:  the fenced
yard,  that portion of the office used for  administrative  purposes  associated
with the wireline  business,  and the existing  telephone  system.  In the event
Donna Morton choses to stop working as administrative person for Petro-Log, then
the sharing of the office and telephone  system will need  specific  approval in
writing by Sellers,  provided that Sellers will give  reasonable  notice if they
desire to discontinue the sharing arrangement.


                 XIX. Agreement to Purchase Explosive Inventory
                 ----------------------------------------------
         In  its  continued   Petro-Log   operations,   Purchaser  will  acquire
explosives from the old Petro-Log  inventory  which it deems useable.  The price
shall be seventy-five  percent (75%) of "GOEX" April 1, 1997,  published prices.
The  inventory  shall be  acquired  as  needed  by  Purchaser  in its  continued
Petro-Log operations. Within 30 days following closing Purchaser shall determine
the stock of  inventory  it desires to  maintain  at the  Powell,  Evanston  and
Riverton locations,  pay Sellers for the stock retained by Purchaser, and return
the balance to Sellers.  Sellers and Purchaser  shall develop a suitable  system
for  inventory  control  and  accounting  at Casper.  If,  three (3) years after
Closing,  any inventory deemed useable by Purchaser remains,  Purchaser will buy
the remaining  useable inventory at fifty percent (50%) of "GOEX" April 1, 1997,
prices.  Sellers retain the right to sell product from the explosives  inventory
to third parties until the end of the three (3) year period.


<PAGE>



         IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
effective on the day and date first above written.
                                               PURCHASER:

WITNESS:                                       BLACK WARRIOR WIRELINE CORP.

----------------------------------    BY:      /s/ William L. Jenkins, President


WITNESS:                                       SELLERS:

----------------------------------             /s/ John L. Morton


WITNESS:

----------------------------------             /s/ Theodore W.Morton


WITNESS:

----------------------------------             /s/ John D. Morton






                                                                       EXHIBIT 3




                         AGREEMENT FOR PURCHASE AND SALE

         This  Agreement  for Purchase and Sale (the  "Agreement"),  is made and
entered into on June 5, 1997,  by and between Black Warrior  Wireline  Corp.,  a
Delaware  corporation  ("Seller"),  and St.  James  Capital  Partners,  L.P.,  a
Delaware  limited  partnership  ("Purchaser"),  and sets  forth  the  terms  and
conditions  of the sale and purchase of a $2,000,000 9%  Convertible  Promissory
Note,   substantially   inn  the  form  attached  hereto  as  Exhibit  A-1  (the
"Convertible Note") and a $3,000,000 10% Bridge Loan,  substantially in the form
attached  hereto as Exhibit  A-2 (the  "Bridge  Loan Note")  (collectively,  the
Convertible  Note and the Bridge Loan Note are referred to as the "Notes").  For
purposes of this  Agreement,  the term "Seller" is defined to mean Black Warrior

<PAGE>

Wireline Corp. and its Active Subsidiary (defined in Section 2.8 below).

         WHEREAS,  Seller desires to issue and sell to Purchaser,  and Purchaser
desires to purchase  and accept from  Seller,  the Notes in the form of Exhibits
A-1 and A-2, on the terms and subject to the  conditions  set forth herein.  The
obligations  of Seller  under the Notes are  secured  by that  certain  Borrower
Security  Agreement  dated as of the date hereof,  between Seller and Purchaser,
substantially  in the  form  attached  hereto  as  Exhibit  B-1  (the  "Security
Agreement"),  by those certain Subsidiary Security Agreements (herein so called)
dated  as  of  the  date  hereof,   between  the   subsidiaries  and  Purchaser,
substantially  in the form attached hereto as Exhibit B-2, and are guaranteed by
those  certain  Subsidiary  Guaranties  (herein so called)  dated as of the date
hereof,  by the  subsidiaries of Seller in favor of Purchaser,  substantially in
the form attached hereto as Exhibit B-3.

         WHEREAS,  Seller and Purchaser desire to make certain  representations,
warranties and agreements in connection  with the purchase and sale of the Notes
contemplated hereby.

         WHEREAS,   Seller   desires   to  sell  to   Purchaser   two   warrants
(collectively,  the  "Warrants") to purchase  546,000 shares and 120,000 shares,
respectively, of Seller's Common Stock, par value $0.0005 per share (the "Common
Stock"),  which  Warrants  shall have the terms and be subject to the conditions
set forth in the forms of Warrants attached hereto as Exhibit C-1 and C-2.

         WHEREAS,  Seller  desires to grant to  Purchaser  certain  registration
rights in respect to the shares of Seller's Common Stock that may be acquired on
conversion of the  Convertible  Note and on the exercise of the Warrants,  which
registration  rights shall have the terms and be subject to the  conditions  set
forth in the  Registration  Rights  Agreement  attached hereto as Exhibit D (the
"Registration Rights Agreement");

         WHEREAS,  to ensure that Purchaser has one  representative on the Board
of  Directors  of Seller,  certain  shareholders  of Seller  agree to vote their
shares of stock in favor of such  representative  in accordance  with the Voting
Agreement  substantially  in the form of Exhibit E attached  hereto (the "Voting
Agreement").  This Agreement,  the Notes, the Security Agreement, the Subsidiary
Security  Agreements,   the  Subsidiary   Guaranties,   the  Warrants,  and  the
Registration  Rights  Agreement  are  collectively  referred  to  herein  as the
"Transaction Documents".

                                       33

<PAGE>

         NOW,   THEREFORE,   in   consideration   of  the   premises   and   the
representations, warranties and agreements herein, the parties agree as follows:

                                    ARTICLE I

                                PURCHASE AND SALE

         1.1  Purchase  and Sale of the Notes and the  Warrants.  Subject to the
terms of this  Agreement,  Seller  agrees  to and does  hereby  issue,  sell and
deliver  the Notes and the  Warrants  to  Purchaser  at the  Closing (as defined
herein),  and Purchaser  agrees to and does hereby purchase and accept the Notes
and the Warrants from Seller.

         1.2  Consideration  for Purchase of the Notes.  Subject to the terms of
this  Agreement,  Purchaser  hereby  agrees to pay to  Seller,  by check or wire
transfer  to the account of Seller,  $5,000,000,  as the  consideration  for the
purchase of the Notes (the "Note  Consideration").  It is the  intention  of the
parties that the Note Consideration shall be advanced in multiple advances, with
$2,000,000  being paid at the time of the  closing of  Seller's  acquisition  of
Production  Well  Services,  Inc. and  $3,000,000  being paid at the time of the
closing of Seller's  acquisition  of Petro-Log,  Inc.  Interest  under the Notes
shall accrue on amounts actually advanced.

         1.3 Consideration for Purchase of the Warrants. Subject to the terms of
this Agreement, Purchaser hereby agrees to pay to Seller at Closing, by check or
wire  transfer to the account of Seller,  $33,300 (or $.05 per share  subject to
the  Warrants)  as the  consideration  for the  purchase  of the  Warrants  (the
"Warrant  Consideration;"  the Note Consideration and the Warrant  Consideration
are collectively referred to herein as the "Consideration").

         1.4  Option to Extend  Bridge  Loan  Note.  The  Bridge  Loan Note will
provide that, at the option of Seller,  Seller may extend the term of the Bridge
Loan  Note an  additional  30 days in  consideration  of  issuance  by Seller to
Purchaser of new warrants to purchase an  additional  20,000  shares of Seller's
Common Stock containing terms identical to the Warrants.

         1.5  Origination  Fee.  Seller  agrees to pay  Purchaser  at  Closing a
one-time  origination fee in the amount of $35,000 (the  "Origination  Fee") for
the payment of the Note Consideration.

                                       34
<PAGE>

         1.6 Subordination to Future  Financing.  Purchaser agrees to enter into
subordination  agreements  with  (i)  a  senior  secured  lender  that  provides
financing  to  Seller in an amount  not to exceed  $4,000,000  and (ii) a senior
secured lender that provides  working  capital  financing to Seller in an amount
not to exceed $2,000,000 (in this section,  the "Senior  Lenders"),  pursuant to
which  Purchaser  would  subordinate  its security  interests  and rights to the
indebtedness and security  interests of the Senior Lenders.  Such  subordination
agreements shall be on terms and conditions acceptable to all parties (including
Purchaser,  which  agrees  to  negotiate  in  good  faith  with  respect  to the
subordination  agreement) at the time they are entered into. Such  subordination
agreements  shall not obligate  Purchaser to "stand  still" for a period of time
longer than 120 days after a default by Seller in its  obligations to the Senior
Lender(s).

         1.7  Future  Financings.  If  Seller,  at  any  time  so  long  as  the
Convertible Note is outstanding,  intends to issue or sell any shares of capital
stock,  debt  securities or securities  convertible  into,  exchangeable  for or
exercisable  for shares of capital  stock or debt  securities  (a  "Financing"),
Seller shall give Purchaser written notice (the "Offer") of its intent to engage
in a Financing,  specifying its basic terms and  conditions.  If Purchaser gives
notice to Seller,  specifying  Purchaser's  basic terms and  conditions,  of its
intent to provide  Financing on a basis  materially  similar to the proposal set
forth in the Offer within five (5) business  days after  receipt of the Offer (a
"Financing Notice"),  then Seller shall be obligated to consummate the Financing
only with Purchaser and Purchaser shall be obligated to provide the financing at
the time committed by the third party whose  commitment  gave rise to the Offer.
If Purchaser  does not within five (5) business  days after receipt of the Offer
give to Seller a Financing Notice, Purchaser shall be deemed to have
waived its rights to provide the Financing  under this  Section,  and Seller may
thereafter  obtain  such  Financing  from a third party or parties if such third
party  Financing is on the same basic terms and conditions as those set forth in
the Offer. Any proposed Financing on terms materially different than those basic
terms and conditions in the Offer deemed waived by Purchaser shall require a new
Offer  and   compliance   by  Seller  with  the   provisions  of  this  Section.
Notwithstanding the foregoing,  Seller shall not be required to comply with this
Section  in  connection  with:  (i) the  issuance  and sale of  Common  Stock or
convertible  securities  in  connection  with any  employee  stock  option plan,
arrangement  or  agreement  now or  hereafter  in effect;  (ii) the  issuance of
capital  stock of Seller upon  exercise of the Warrants or  otherwise  issued to
Purchaser or its assigns;  (iii) the issuance of capital  stock upon exercise of
any stock  purchase  warrant or option  (other than 


                                       35
<PAGE>


the  options  referred  to in clause  (i) above) or other  convertible  security
outstanding on the date hereof or hereafter  issued;  (iv) a public  offering of
securities;  (v) any loan from a regular  commercial lending source; or (vi) any
securities issued with the favorable vote of Purchaser's  designee as a director
of the Seller.

         1.8  Other  Permitted   Debt.   Seller  shall  be  permitted  to  incur
indebtedness  for  borrowed  money for the purchase or financing of equipment in
the ordinary course of business, in an amount not to exceed $2,500,000.



                                   ARTICLE II

                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller  represents and warrants to Purchaser that each of the following
statements (i) are true and correct on the date hereof and (ii) will be true and
correct  in all  material  respects  on  the  date  each  advance  of  the  Note
Consideration is made:

         2.1 Organization,  Standing and Qualification.  Seller is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
state of its incorporation  and has all requisite  corporate power and authority
to own,  lease and operate its  properties and to carry on its business as it is
now being  conducted.  Seller is  licensed  and  qualified  to do  business as a
foreign  corporation  in each  jurisdiction  in which the  character of Seller's
properties,  owned  or  leased,  or the  nature  of its  activities  makes  such
qualification or license necessary.

         2.2 Authority;  No Defaults.  Seller has all requisite  corporate power
and authority to enter into the  Transaction  Documents  and to  consummate  the
transactions contemplated thereby. The execution and delivery of the Transaction
Documents and the  consummation of the  transactions  contemplated  thereby have
been duly  authorized by all necessary  corporate  action on the part of Seller.
The  Transaction  Documents  have been  executed  and  delivered  by Seller  and
constitute the valid and binding obligation of Seller, enforceable in accordance
with  their  terms,  subject to  bankruptcy,  insolvency,  moratorium  and other
similar laws affecting  creditors'  rights  generally and general  principles of
equity (regardless of whether such  enforceability is considered in a proceeding
in equity or at law). The execution and delivery of the Transaction Documents do
not, and the  consummation of the transactions  contemplated  hereby and thereby
will not,  conflict  

                                       36

<PAGE>

with or result in a breach of or the  acceleration  of any obligation  under, or
constitute a default or event of default (or event  which,  with notice or lapse
of time or both,  would  constitute  a default or event of default)  under,  any
provision of any charter,  bylaw, indenture,  mortgage,  lien, lease, agreement,
contract,  instrument,  order, judgment, decree, ordinance or regulation, or any
restriction  to which any  property  of Seller is subject or by which  Seller is
bound, the effect of which would be materially adverse to Seller. Seller is not,
nor does Seller have knowledge  that it is alleged to be, in material  violation
or default of any applicable law, statute, order, rule or regulation promulgated
or judgment entered by any court,  administrative  agency or commission or other
governmental  agency or  instrumentality,  domestic or foreign (a  "Governmental
Entity"),  relating to or affecting the  operation,  conduct or ownership of the
property or business of Seller.

         2.3  Approvals.  There  is no legal  impediment  to the  execution  and
delivery of the  Transaction  Documents by Seller or to the  consummation of the
transactions  contemplated  thereby,  and no filing  or  registration  with,  or
authorization,  consent or approval of, a Governmental  Entity,  shareholders or
any  other  third  party is  necessary  for the  consummation  by  Seller of the
transactions contemplated thereby.

         2.4 Charter and Bylaws.  Seller has  furnished  to  Purchaser  true and
complete  copies of its  charter  and  bylaws,  each as  amended  to date and as
presently in effect.

         2.5 SEC Documents.  (a) Seller has made all filings with the Securities
and  Exchange  Commission  ("SEC")  that it has been  required to make under the
Securities Act of 1933, as amended (the  "Securities  Act"),  and the Securities
Exchange Act of 1934, as amended (the  "Exchange  Act") since December 31, 1994.
Seller has provided to Purchaser  true,  complete and correct copies of Seller's
annual  report on Form 10-K  ("Seller's  Form  10K") for the  fiscal  year ended
December 31, 1996,  together with all  amendments  thereto,  Seller's  quarterly
report on Form 10-Q for the fiscal  quarter ended March 31, 1997,  together with
all  amendments  thereto,  and any and all  filings  with the SEC made by Seller
(including all requested exhibits to such filings) since the filing of said Form
10-K (all such  documents  that have been filed with the SEC,  as  amended,  are
referred to as the "Seller SEC Documents").  As of their  respective  dates, and
except as amended,  Seller SEC Documents  complied in all material respects with
the  requirements of the Securities Act or the Exchange Act, as the case may be,
and none of Seller SEC Documents  contained  any untrue  statement of a material
fact or omitted to state a material fact

                                       37

<PAGE>

required to be stated  therein or necessary to make the statements  therein,  in
light of the circumstances under which they were made, not misleading.

                  (b) The financial  statements of Seller included in Seller SEC
Documents comply as to form in all material respects with applicable  accounting
requirements  and with  the  published  rules  and  regulations  of the SEC with
respect  thereto,  have been  prepared in  accordance  with  generally  accepted
accounting  principles ("GAAP") applied on a consistent basis during the periods
involved (except as may be indicated in the notes thereto or, in the case of the
unaudited statements, as permitted by Form 10-Q) and fairly present (subject, in
the case of the unaudited statements, to normal recurring audit adjustments) the
consolidated  financial  position  of  Seller as of the  dates  thereof  and the
consolidated  results  of its  operations  and cash flows for the  periods  then
ended.  Since March 31, 1997, (i) there have been no material adverse changes in
Seller's  business,   operations  or  financial   condition  and  (ii)  Seller's
operations  have been  conducted  in the ordinary  course of business  except as
disclosed in writing to Purchaser.

         2.6 Litigation.  Except as set forth on Schedule 2.6, as of the date of
this Agreement,  there is no suit, action,  proceeding or investigation  pending
or, to the best knowledge of Seller, threatened against or affecting Seller, nor
is there any outstanding  judgment,  order,  writ,  injunction or decree against
Seller, which judgment would have a material adverse effect on Seller. Seller is
not subject to any court order, writ, injunction,  decree,  settlement agreement
or  judgment  that  contains  or  orders  any  on-going   obligations,   whether
prohibitory  or  mandatory  in nature,  the  performance  of which  would have a
material adverse effect on Seller.

         2.7  Capitalization.  Seller has authorized capital stock of 50,000,000
shares of Common  Stock of which,  as of the date  hereof,  there are  2,185,216
shares  issued and  outstanding.  All of the issued  and  outstanding  shares of
Common Stock were duly and validly issued and are fully paid and non-assessable.
None of the  outstanding  shares of Common Stock has been issued in violation of
any preemptive  rights of the current or past  stockholders of Seller. As of the
date hereof, Seller has reserved for issuance (i) an aggregate of 972,333 shares
of Common Stock  issuable on issuance of stock options to  employees,  officers,
directors  and other  persons and (ii) an aggregate of 303,750  shares of Common
Stock  issuable on exercise  outstanding  warrants,  options,  or of convertible
securities other than those listed in (i) above. Except as set forth on Schedule
2.7 or described above in (i), 

                                       38

<PAGE>

(ii) and  (iii),  there  are no  outstanding  options,  warrants  or  rights  to
subscribe  for, or  commitments  of any  character  whatsoever  relating  to, or
securities or rights convertible into or exchangeable for, shares of the capital
stock of Seller or contracts,  commitments,  understandings  or  arrangements by
which Seller is or may be obligated  to issue  additional  shares of its capital
stock or options,  warrants,  or rights to  purchase  or acquire any  additional
shares of its capital  stock.  All of the Common Stock issued on the exercise of
the  Warrant  will be fully  paid,  non-assessable  and  free  and  clear of any
Encumbrances.  As used in this  Agreement,  the  term  "Encumbrance"  means  and
includes (i) any  security  interest,  mortgage,  deed of trust,  lien,  charge,
pledge,  proxy, adverse claim, equity, power of attorney,  or restriction of any
kind,  including  but not limited to, any  restriction  or servitude on the use,
transfer,  receipt of income,  or other exercise of any attributes of ownership,
and (ii) any Uniform Commercial Code financing statement or other public filing,
notice or record that by its terms  purports  to  evidence or notify  interested
parties  of any of the  matters  referred  to in  clause  (i)  that has not been
terminated or released by another proper public filing, notice or record.

         2.8 Subsidiaries. Schedule 2.8 sets forth the only active subsidiary of
Seller,  including state or country of organization and address of its principal
executive offices ("Active Subsidiary").  For purposes of this Agreement and the
other  agreements  contemplated  hereby,  the  Active  Subsidiary  is  the  only
"subsidiary" of Seller.  Schedule 2.8 also discloses four inactive  corporations
and/or limited partnerships owned by Seller (the ("Inactive Organizations"), all
four of  which  are at this  time  inactive,  defunct,  and  have no  value.  No
representation,   warranty,  financial  standard  or  other  provision  of  this
Agreement,  or any agreement  contemplated  hereby,  shall be deemed violated by
virtue  of the fact  that any of the  Inactive  Organizations  do not meet  said
representation, warranty, financial standard or other provision. However, if any
Inactive  Organization  begins to conduct any business (other than activities to
"wind down" such organization) such Inactive Organization shall be considered an
Active  Subsidiary  (and cease to be an Inactive  Organization)  from that point
forward. The Active Subsidiary is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization, has
all requisite  corporate  power and authority to own, to lease or to operate its
properties and to carry on its business as it is now being conducted and is duly
qualified or licensed to do business in each jurisdiction in which the character
of its properties,  owned or leased,  or the nature of its activities makes such
qualification  or license  necessary,  unless the  failure to be so  licensed or
qualified would

                                       39

<PAGE>

not have a material,  adverse effect on Seller.  Except as set forth in Schedule
2.8, all outstanding  shares of capital stock of the Active Subsidiary were duly
and validly  issued and are fully paid,  nonassessable  and owned by Seller or a
subsidiary of Seller, free and clear of all Encumbrances.  There are no options,
warrants  or other  rights,  agreements  or  commitments  (including  preemptive
rights)  obligating  Seller or the  Active  Subsidiary  to issue,  to sell or to
transfer  any  shares  of  capital  stock  or  other  securities  of the  Active
Subsidiary.

         2.9  Liabilities.  Except as set forth in Schedule  2.9,  Seller has no
liabilities or obligations,  either accrued, absolute,  contingent, or otherwise
that have a material  adverse  effect on the value or  business  of Seller,  and
Seller has no knowledge of any potential  liability that it reasonably  believes
would  likely  result in a material  adverse  effect on the value or business of
Seller, other than those (a) reflected or reserved against in the balance sheets
reported on Seller's Form 10K or (b) incurred in the ordinary course of business
since March 31, 1997.

         2.10  Licenses,   Permits,   Authorizations,   Etc.  Seller  holds  all
approvals,  authorizations,  consents,  licenses,  orders,  franchises,  rights,
registrations  and  permits of any type  required  to operate  its  business  as
presently  conducted.  The  execution  and  delivery of this  Agreement  and the
consummation  of the  transactions  contemplated  hereby  will not result in any
revocation,  cancellation,  suspension  or  modification  of any such  approval,
authorization, consent license, order, franchise, right, registration or permit.

         2.11 Title to  Assets;  Encumbrances.  Except as set forth in  Schedule
2.11:

                  (a)  Seller  has good and  indefeasible  title to its  assets,
         whether  real,   personal  or   intangible,   free  and  clear  of  all
         Encumbrances except (i) liens for current taxes and assessments not yet
         due or being contested in good faith by appropriate  proceedings,  (ii)
         mechanic's  liens  arising  under  the  operation  of law  for  actions
         contested  in good faith or for which  payment  arrangements  have been
         made,  (iii) liens granted or incurred by Seller in the ordinary course
         of its business or financing of equipment,  office space, furniture and
         computers in the ordinary course of its business, and easements, rights
         of way,  encroachments or other restrictions or matters affecting title
         which do not  prevent  the assets  from being used for the  purpose for
         which they are currently being used;

                                       40

<PAGE>


                  (b) There are no parties in possession of any of the assets of
         Seller  other  than  personal  property  held by third  parties  in the
         reasonable and ordinary  course of business.  Seller enjoys full,  free
         and  exclusive  use and quiet  enjoyment  of its  assets and its rights
         pertaining thereto.  Seller enjoys peaceful and undisturbed  possession
         under all leases  under  which it is a lessee,  and all such leases are
         legal,  valid and binding  obligations of Seller,  enforceable  against
         Seller in accordance with its terms.

         2.12 Taxes and  Returns.  Seller has filed all required tax returns and
reports.  Seller has paid all taxes,  assessments and  governmental  charges and
penalties which it has incurred, except such as are being or may be contested in
good faith by appropriate  proceedings.  Seller is not delinquent in the payment
of any tax,  assessment or governmental  charge.  No deficiencies  for any taxes
have been proposed,  asserted,  or assessed against Seller,  and no requests for
waivers of the time to assess any such tax are pending. For the purposes of this
Agreement,  the term  "tax"  (including,  with  correlative  meaning,  the terms
"taxes" and  "taxable")  shall  include all  federal,  state,  local and foreign
income, profits,  franchise,  gross receipts,  payroll, sales, employment,  use,
property,  withholding,  excise and other taxes,  duties or  assessments  of any
nature whatsoever,  together with all interest,  penalties and additions imposed
with respect to such amounts.

         2.13  Insurance.  Each policy of property,  fire and casualty,  product
liability, worker's compensation, professional liability and title insurance and
other forms of insurance (except group,  health and life policies) and each bond
issued  or  posted  by any  person  with  respect  to any  operations  or  other
activities  of Seller  is, to the  knowledge  of Seller,  the  legal,  valid and
binding obligation of the insurer or bond issuer, enforceable in accordance with
its terms,  and is in an amount and provides for coverage as is customary in the
ordinary business practices of Seller's industry.

         2.14  Patents,  Trademarks,  Etc.  Seller has no  patents,  trademarks,
service marks, works of authorship, tradenames, brandnames or copyrights. Seller
is not using,  and does not have any plan to  manufacture,  use or sell anything
which would  violate or infringe  on any patent or  proprietary  right (of which
Seller is aware) of any other person, firm or corporation or which would require
a license under any such patent or proprietary right.
Seller has not received any communications alleging that Seller has violated or,
by  conducting  its  business as  proposed,  would  violate any of the  patents,
trademarks, service marks, tradenames,  

                                       41

<PAGE>


copyrights,  works of authorship or trade secrets or other proprietary rights in
processes of any other person or entity.

         2.15 Material  Contracts and  Obligations.  Attached hereto as Schedule
2.15 is a list of all  material  agreements  of any nature to which  Seller is a
party  or by which  it or any of its  properties  is  bound,  including  without
limitation,  the Master Service  Agreement with the ten top customers  (based on
dollar  volume)  of Seller,  all  employment  and  consulting  agreements,  loan
agreements,  leases, purchase contracts, employee benefit, bonus, pension, stock
option,  stock purchase and similar plans and arrangements,  and distributor and
sales  representative  agreements.  True and  complete  copies  of such  written
agreements  have been provided to Purchaser.  All such  agreements and contracts
are valid, binding and in full force and effect. Seller is not in default on any
of the agreements listed on Schedule 2.15.

         2.16  Compliance.  Except  as set forth on  Schedule  2.16  Seller  has
complied in all material  respects with all laws, and is not in violation of any
charter or other  corporate  restrictions  or any law,  ordinance,  requirement,
regulation,  judgment,  injunction,  award, decree, or other order applicable to
its  business.  There  is no  term  or  provision  of any  mortgage,  indenture,
contract,  agreement or  instrument to which Seller is a party or by which it is
bound,  any  provision  of  any  state  or  federal  judgment,   decree,  order,
injunction,  writ,  statute,  rule or  regulation  applicable to or binding upon
Seller,  which  materially  adversely  affects  or, in the future is  reasonably
likely to affect  materially and adversely the business,  prospects,  condition,
affairs or  operations  of Seller or any of its  properties  or  assets.  To the
knowledge  of Seller,  no employee of Seller is in  violation of any term of any
employment  contract,   patent  or  other  proprietary   information  disclosure
agreement or any other contract or agreement  relating to the employment of such
employee with Seller.
         2.17  Employees.  Seller has obtained  employment  agreements,  some of
which  contain   nondisclosure  and  assignment  of  invention   provisions  and
non-competition  provisions,  with Seller from some employees and consultants of
Seller whose  employment  responsibility  requires  access to  confidential  and
proprietary  information of Seller, in a form satisfactory to Purchaser.  Seller
has complied in all material respects with all applicable and material state and
federal  laws  respecting  employment  and  employment   practices,   terms  and
conditions of employment,  wages and hours and other laws related to employment,
and there are no arrears in the payment of wages, or social security taxes.

         2.18 Transactions with Affiliates and Stockholders. Except as set forth
on Schedule 2.18, no stockholder,  officer,  director 

                                       42

<PAGE>

or employee of Seller,  nor any  "affiliate"  or "associate" of such persons (as
such  terms  are  defined  in the rules and  regulations  promulgated  under the
Securities Act), is presently a party to any transaction with Seller,  including
without limitation,  any contract,  agreement or other arrangement providing for
the  employment  of,  furnishing  of  services  by,  rental of real or  personal
property from or otherwise requiring payments to, any such person or entity.

         2.19 Use of Proceeds. Seller will not use the Consideration,  except as
set forth on Schedule  2.19  hereof.  Without  limiting  the  foregoing,  Seller
intends to use the Consideration to (i) fund Seller's  acquisition of the assets
of Petro-Log,  Inc.  ("Petro-Log")  and Production Well Services,  Inc.  ("PWS")
(collectively,  the  "Acquisitions");  and (ii)(A)  acquire  new trucks,  tools,
computer  equipment  and other  equipment  for  equipping  said  trucks,  office
equipment and such other equipment and facilities as are needed to modernize and
update the fleet of Seller,  the Active  Subsidiary,  Petro-Log and PWS; (B) pay
attorneys fees and transactional costs in connection with this Agreement and all
agreements  contemplated  hereby;  and (C) pay off the debt to  TrustMark  Bank,
Columbus and Jackson, Mississippi in an amount not to exceed $200,000; provided,
however,  that the  proceeds to be used as described in this item (ii) shall not
exceed the limits set forth on Schedule  2.19  hereof.  Seller shall not use the
Consideration for any other purpose without the prior consent of Purchaser.

         2.20 Books and Records. The minute books of Seller furnished to counsel
to Purchaser for review  contain  complete and accurate  records of all meetings
and other corporate  actions of its  stockholders and its Board of Directors and
committees  thereof.  The stock  ledger  and stock  transfer  records  of Seller
furnished  by Liberty  Transfer  Company to counsel to  Purchaser  for review is
complete  and  reflects  all  issuances,  transfers  of which  Seller  is aware,
repurchases and cancellations of shares of capital stock of Seller.

         2.21 Stockholder Agreements. Except as set forth in Schedule 2.21 or as
contemplated by this Agreement, there are no agreements,  written or oral, which
are (i)  between  Seller and any  holder of its  capital  stock,  or (ii) to the
knowledge  of Seller,  among any persons  holding  five  percent (5%) or more of
Seller's capital stock,  relating to the  acquisition,  disposition or voting of
the capital stock of Seller.

                                       43
<PAGE>




         2.22  ERISA.  Except as  disclosed  on  Schedule  2.22,  seller  has no
employee benefit plans subject to the Employment  Retirement Income Security Act
of 1974.

         2.23 Accounts Receivable.  All accounts receivable of Seller (including
those  reflected  on the  Balance  Sheet or  acquired on or prior to the Closing
Date) arose in the ordinary  and usual  course of business of Seller,  represent
valid obligations due to Seller and have been collected or are, to Seller's best
knowledge, collectible in the ordinary and usual course of business of Seller in
the aggregate  recorded  amounts  thereof in accordance with their terms less in
the case of accounts  receivable  reflected  in the  Financial  Statements,  all
allowance  for doubtful  accounts  marked  therein,  and in the case of accounts
receivable thereafter, all allowances for doubtful accounts consistent with past
practices of Seller.

         2.24 Hazardous Wastes and Substances.  Neither the operations of Seller
nor the use of its assets violates any applicable  federal,  state or local law,
statute,  ordinance,  rule,  regulation,  memorandum of understanding,  order or
notice  requirement  pertaining  to  the  collection,  transportation,  storage,
treatment, discharge, release or disposal of hazardous or non-hazardous waste or
substances,  including without  limitation (i) the  Comprehensive  Environmental
Response, Compensation and Liability Act of 1980 (42 U.S.C, ss.ss.9601 et seq.),
as  amended  from  time  to  time  on or  before  the  Closing  Date  ("CERCLA")
(including,  without limitation, as amended pursuant to the Superfund Amendments
and Reauthorization Act of 1986), and such regulations  promulgated under CERCLA
on or before the Closing Date, (ii) the Resources  Conservation and Recovery Act
of 1976 (42 U.S C. ss.ss.6901 et seq.), as amended from time to time ("RCRA") on
or before the Closing Date, and such regulations  promulgated  under RCRA, (iii)
any  applicable  federal,  state or local laws or  regulations  relating  to the
environment  in  effect  on the  Closing  Date  (collectively,  the  "Applicable
Environmental  Laws").  Except  as  disclosed  on  Schedule  2.24,  none  of the
operations  of Seller has ever been  conducted  nor have any of its assets  been
used in such a manner as to  constitute  a  violation  of any of the  Applicable
Environmental  Laws.  No notice  has been  served  on  Seller  by any  person or
Governmental Entity regarding any existing,  pending or threatened investigation
or inquiry  related to violations  under any  Applicable  Environmental  Law, or
regarding any claims for corrective action, remedial obligations or contribution
for  removal  costs or  damages  under  any  Applicable  Environmental  Law,  or
regarding the  designation  of Seller or any of its  affiliates as a potentially
responsible party for any facility under the Applicable  Environmental Laws, nor
does any fact or circumstance


                                       44
<PAGE>



exist which, if disclosed publicly,  would be reasonably likely to result in the
service on Seller of any such notice. There has been no action taken, or omitted
to be taken by Seller which has caused,  or would be reasonably likely to cause,
a "release" of any "hazardous  substance" at any "facility," without limitation,
within the  meaning of such  terms as  defined in the  Applicable  Environmental
Laws.

         2.25  Disclosures.  Neither this  Agreement nor any Exhibit or Schedule
hereto,  nor any certificate or other  instrument  furnished to Purchaser or its
counsel  by Seller in  connection  with the  transactions  contemplated  hereby,
contains any untrue  statement  of a material  fact or omits to state a material
fact necessary in order to make the statements  contained herein or therein,  in
the light of the circumstances under which they were made, not misleading.

                                   ARTICLE III

                                    COVENANTS

         3.1 New Subsidiaries.  Seller agrees that (i) any Inactive Organization
which becomes an Active  Subsidiary  after the  execution of this  Agreement and
(ii) any other entity of which Seller obtains  control  (directly or indirectly)
of more  than 50% of the  outstanding  voting  stock or equity  interests  shall
execute a written  agreement  to be bound by that  certain  Subsidiary  Security
Agreements,  dated as of even date herewith,  before the events set forth in (i)
or (ii) above have occurred.

         3.2 Additional Security  Interests.  Seller agrees that if any Inactive
Organization  begins to conduct  any  business  Seller  shall  pledge all of its
interest in such  Inactive  Organization  to secure the Notes by (i) executing a
security  agreement  substantially in the form of that certain Borrower Security
Agreement,  dated as of even date herewith and (ii) delivering all  certificates
representing   the  shares  of  stock  being   pledged,   before  such  Inactive
Organization commences doing business.

                                   ARTICLE IV

                                   THE CLOSING

         4.1 Time and Place.  Subject to the  provisions  of Section 1.2 herein,
the  closing  of the  purchase  and  sale  of the  Notes  and the  Warrant  (the
"Closing")  will take place on a date  agreed to by the  parties  (the  "Closing
Date"), at the offices of Gardere Wynne 

                                       45

<PAGE>

Sewell & Riggs,  L.L.P.,  unless  another  time and place  are  agreed to by the
parties.

         4.2 Conditions to the Obligation of Seller. The obligation of Seller to
effect  the  Closing  is  subject  to  Purchaser  delivering,  or  causing to be
delivered, to Seller at the Closing the Consideration.

         4.3  Conditions  to the  Obligation  of  Purchaser.  The  obligation of
Purchaser  to effect the Closing is subject to  satisfactory  completion  of the
Acquisitions  and payment by Seller of the  Origination  Fee. The  obligation of
Purchaser is further subject to Seller  delivering,  or causing to be delivered,
to Purchaser at the Closing the following documents:

                  4.3.1  copies,  certified by the  Secretary  of State,  of the
charter of Seller and all amendments thereto;

                  4.3.2  copies,  certified by the Secretary of Seller as of the
Closing Date, of the bylaws of Seller and all amendments thereto;

                  4.3.3 copies,  certified by a certificate  of the Secretary of
Seller as of the  Closing  Date,  of  resolutions  duly  adopted by the board of
directors of Seller,  authorizing  the  execution  and delivery by Seller of the
Transaction  Documents and all other  agreements  attached hereto as Exhibits or
contemplated  herein,  the  completion of the sale of the Notes and Warrants and
the taking of all such other  corporate  action as shall have been required as a
condition to, or in connection with, the sale of the Notes and Warrants;

                  4.3.4    the Agreement;

                  4.3.5    the Notes;

                  4.3.6    the Warrants;

                  4.3.7    the Registration Rights Agreement;

                  4.3.8    the Security Agreement;

                  4.3.9    the Voting Agreement;

                  4.3.10   Subsidiary Security Agreements;

                  4.3.11   Subsidiary Guaranties;

                                       46


<PAGE>

                  4.3.12 an  opinion  of William  S.  Clarke,  P.A.,  counsel to
Seller, in form and substance acceptable to Purchaser and addressing the matters
set forth in Sections 2.1, 2.2, 2.3 and 2.7;

                  4.3.13 a  certificate  of an  Officer  of Seller to the effect
that the representations and warranties of Seller herein contained shall be true
as of and at the Closing  Date with the same effect as though made at such date,
except as affected by transactions  permitted or contemplated by this Agreement;
and further to the effect that Seller shall have performed and complied with all
covenants  required by this  Agreement to be  performed  or complied  with by it
before the Closing Date; and

                  4.3.14 a letter in favor of Purchaser's lender, in the form of
that attached hereto as Exhibit F.

                                       47

<PAGE>



                                    ARTICLE V
                               GENERAL PROVISIONS

         5.1  Survival  of  Representations,   Warranties  and  Agreements.  The
representations,  warranties  and agreements  contained in this Agreement  shall
survive the Closing.

         5.2 Notices.  All notices or other communications which are required or
may be given  under this  Agreement  shall be in writing  and shall be deemed to
have been duly given when delivered in person,  transmitted by telecopier  (with
receipt  confirmed)  or mailed by  registered  or  certified  first  class mail,
postage prepaid,  return receipt  requested to the parties hereto at the address
set  forth  below  (as the  same  may be  changed  from  time to time by  notice
similarly  given) or the last known business or residence  address of such other
person as may be designated by either party hereto in writing.

         (a)      If to Seller:

         Black Warrior Wireline Corp.
         3748 Highway #45 North
         Columbus, Mississippi  39701
         Attn: __________________

         (b)      If to Purchaser:

         St. James Capital Partners, L.P.
         c/o St. James Capital Corp.
         1980 Post Oak Boulevard, Suite 2030
         Houston, Texas 77056
         Attn: John L. Thompson

         5.3 Miscellaneous.  This Agreement (i) constitutes the entire agreement
and supersedes all other prior agreements and  understandings,  both written and
oral,  among the parties,  or any of them,  with  respect to the subject  matter
hereof,  (ii) shall be  binding  upon and inure to the  benefit  of the  parties
hereto and their respective successors and assigns and is not intended to confer
upon any other person any rights or remedies hereunder,  (iii) shall be governed
in all respects,  including validity,  interpretation and effect, by the laws of
the State of Delaware and (iv) may be executed in two or more counterparts which
together shall constitute a single agreement.

         5.4 Publicity. Seller and Purchaser promptly shall advise and cooperate
with the other prior to issuing,  or permitting any of its directors,  officers,
employees or agents to issue,  any 

                                       48

<PAGE>

press release with respect to this  Agreement or the  transactions  contemplated
hereby.  Notwithstanding the foregoing,  without the prior consent of Purchaser,
neither  Seller nor any of its  directors,  officers,  employees or agents shall
issue  any  press  release  which  includes  the  name  of  Purchaser  or any of
Purchaser's affiliates.

         5.5 Assignment. Neither this Agreement nor any of the rights, interests
or  obligations  hereunder  shall be assigned  by either of the  parties  hereto
(whether by operation of law or otherwise)  without the prior written consent of
the other party.

         5.6  Schedules.  All  statements  contained in any  exhibit,  schedule,
appendix,  certificate  or other  instrument  delivered  by or on  behalf of the
parties hereto, or in connection with the transactions  contemplated hereby, are
an  integral  part of this  Agreement  and shall be deemed  representations  and
warranties hereunder.

         5.7  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of which  constitutes  an  original  execution  and,  in the
aggregate, constitute a single document.

         5.8 Expense Reimbursement.  Seller will reimburse to Purchaser,  within
10  days  after  Purchaser's   presentation  of  an  invoice  therefor,  all  of
Purchaser's direct costs relating to the negotiation,  documentation and closing
of the transactions contemplated by this Agreement, including without limitation
the direct fees and expenses of counsel for Purchaser.

         5.9  Restrictions  on Transfer.  (a)  Purchaser  shall not transfer the
Notes  except by the grant of a security  interest to its lender or lenders.  As
between Purchaser and its lender or lenders,  the Notes are transferrable in the
same manner and with the same effect as in the case of a  negotiable  instrument
payable to a  specified  person.  Any lender to which  Holder  grants a security
interest in this Note shall be entitled to exercise  all remedies to which it is
entitled by contract or by law, including (without limitation) transferring this
Note into its own name or into the name of any purchaser at any sale  undertaken
in connection with enforcement by such lender of its remedies.

                  (b)  Purchaser  shall not  transfer  the  Warrants  or any new
warrants  described in Section 1.4 of this  Agreement  except to the partners of
Purchaser.

                                       49
<PAGE>


         5.10 Expenses of Dispute Resolution.  If any action at law or in equity
is necessary to enforce or interpret  the terms of this  Agreement or any of the
other  Transaction  Documents,   the  prevailing  party  shall  be  entitled  to
reasonable  attorneys' fees,  costs, and necessary  disbursements in addition to
any other relief to which it may be entitled.


                                      -50-

<PAGE>



                             SELLER'S SIGNATURE PAGE

         IN WITNESS  WHEREOF,  Seller has signed this  Agreement  as of the date
first written above.


                                              BLACK WARRIOR WIRELINE CORP.



                                              /s/ William L. Jenkins, President


                                      -51-

<PAGE>



                           PURCHASER'S SIGNATURE PAGE

IN WITNESS  WHEREOF,  Purchaser  has signed this  Agreement as of the date first
written above.


                                              ST. JAMES CAPITAL PARTNERS, L.P.

                                     By:      St. James Capital Corp., its
                                                 General Partner




                                     By:      /s/ John L. Thompson, President



                                                                       EXHIBIT 4


THE SECURITIES  REPRESENTED  BY THIS NOTE AND THE COMMON STOCK ISSUABLE  THEREBY
HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE
"SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS AND, ACCORDINGLY,  THE
SECURITIES REPRESENTED BY THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER,  OR  IN  A  TRANSACTION  EXEMPT  FROM
REGISTRATION  UNDER,  THE  SECURITIES  ACT  AND IN  ACCORDANCE  WITH  ANY  OTHER
APPLICABLE SECURITIES LAWS.

THIS NOTE MAY BE SUBORDINATE TO CERTAIN  INDEBTEDNESS OF BLACK WARRIOR  WIRELINE
CORP. AS AND TO THE EXTENT SET FORTH IN THAT CERTAIN  AGREEMENT FOR PURCHASE AND
SALE DATED JUNE 5, 1997  BETWEEN  BLACK  WARRIOR  WIRELINE  CORP.  AND ST. JAMES
CAPITAL PARTNERS, L.P.


                          BLACK WARRIOR WIRELINE CORP.
                     $2,000,000 CONVERTIBLE PROMISSORY NOTE


$2,000,000                    Houston, Texas                       June 5, 1997


         BLACK  WARRIOR  WIRELINE  CORP.,  a Delaware  corporation  (hereinafter
called the "Company," which term includes any directly or indirectly  controlled
subsidiaries or successor

                                      -52-

<PAGE>

entities),  for value  received,  hereby  promises to pay to St.  James  Capital
Partners, L.P., a Delaware limited partnership (hereinafter called "Holder"), or
its registered assigns,  the principal sum of Two Million Dollars  ($2,000,000),
together  with  interest on the amount of such  principal  sum from time to time
outstanding,  payable in  accordance  with the terms set forth below.  It is the
intention  of the parties  that the  principal  sums of this Note and the Bridge
Loan Note (as defined below) shall be advanced in multiple  Advances (as defined
below).  No Advance  shall be made  under  this Note if an Event of Default  (as
defined below) exists or would exist but for the passage of time. Interest under
the Notes shall accrue on amounts actually advanced.

         THE OBLIGATIONS OF THE COMPANY  CONTAINED IN THIS NOTE ARE SECURED BY A
SECURITY  AGREEMENT  BETWEEN  THE  COMPANY  AND THE HOLDER  DATED AS OF THE DATE
HEREOF (THE "SECURITY  AGREEMENT").  THE OBLIGATIONS OF THE COMPANY CONTAINED IN
THIS NOTE ARE FURTHER  SUBJECT TO THE TERMS OF A SUBSIDIARY  SECURITY  AGREEMENT
(HEREIN SO CALLED) BETWEEN THE SUBSIDIARIES OF THE COMPANY AND THE HOLDER, AND A
SUBSIDIARY  GUARANTY  (HEREIN  SO  CALLED ) BY EACH OF THE  SUBSIDIARIES  OF THE
COMPANY IN FAVOR OF THE HOLDER, BOTH DATED AS OF THE DATE HEREOF.


                                    ARTICLE I

                                   DEFINITIONS

         1.1  Definitions.  For all  purposes of this Note,  except as otherwise
expressly  provided  or unless the  context  otherwise  requires:  (a) the terms
defined in this Article  have the meanings  assigned to them in this Article and
include  the  plural  as well as the  singular;  (b) all  accounting  terms  not
otherwise  defined herein have the meanings  assigned to them in accordance with
generally accepted accounting principles as promulgated from time to time by the
Association  of  Independent  Certified  Public  Accountants;  and (c) the words
"herein,"  "hereof" and  "hereunder"  and other words of similar import refer to
this  Note as a whole  and  not to any  particular  Article,  Section  or  other
subdivision.

         "Advance"  means a disbursement  of proceeds of this Note or the Bridge
Loan Note.

                                      -53-
<PAGE>

         "Board of  Directors"  means the board of  directors  of the Company as
elected from time to time or any duly authorized committee of that board.

         "Bridge Loan Note" means the $3,000,000 10% Bridge Loan Promissory Note
of the Company to Holder dated the date hereof.

         "Business  Day" means each  Monday,  Tuesday,  Wednesday,  Thursday and
Friday which is not a day on which banking  institutions  in Houston,  Texas are
authorized or obligated by law or executive order to be closed.

         "Common  Stock" means  shares of common  stock,  par value  $0.0005 per
share, of the Company.

         "Conversion  Price" means the price per share  determined in accordance
with Articles IV and V (as adjusted in  accordance  with the terms of this Note)
at which shares of Common Stock shall be delivered to Holder upon  conversion of
this Note.

         "Default"  means any event which is, or after notice or passage of time
would be, an Event of Default.

         "Event of Default" has the meaning specified in Section 3.1.

         "Indebtedness"  of any Person  means all  indebtedness  of such Person,
whether  outstanding  on the date of this Note or hereafter  created,  incurred,
assumed  or  guaranteed,  (a) for the  principal  of and  premium,  if any,  and
interest on all debts of the Person whether outstanding on the date of this Note
or  thereafter  created  (i)  for  money  borrowed  by  such  Person  (including
capitalized  lease  obligations),  (ii) for money borrowed by others  (including
capitalized lease obligations) and guaranteed,  directly or indirectly,  by such
Person,  or (iii)  constituting  purchase money  indebtedness,  or  indebtedness
secured by  property  at the time of the  acquisition  of such  property by such
Person, for the payment of which the Person is directly or contingently  liable;
(b) for all  accrued  obligations  of the  Person in  respect  of any  contract,
agreement  or  instrument  imposing  an  obligation  upon the Person to pay over
funds;  (c)  for  all  trade  debt of the  Person;  and  (d) for all  deferrals,
renewals,  extensions  and  refundings  of, and  amendments,  modifications  and
supplements to, any of the indebtedness referred to in (a), (b) or (c) above.

                                      -54-
<PAGE>

         "Maturity  Date",  when used with  respect to this Note,  means June 5,
2002 (or such  earlier  date upon which the Note  becomes due and payable  under
Section 3.2).

         "Note" means this 9% Convertible Promissory Note, as hereafter amended,
modified, substituted or replaced.

         "Person" means any individual,  corporation, limited liability company,
partnership,  joint venture,  association,  joint-stock company,  trust, estate,
other  entity,  unincorporated  organization  or  government  or any  agency  or
political subdivision thereof.

         "Subsidiary"  means a corporation  or other entity more than 50% of the
outstanding  voting stock of which,  or more than 50% of the equity  interest in
which, is owned, directly or indirectly,  by the Company or by one or more other
Subsidiary of the Company,  or by any combination of the Company and one or more
other Subsidiaries,  provided,  however,  that the following shall not be deemed
Subsidiaries for purposes of this Note: Black Warrior International, Inc.; Black
Warrior  International  (Bermuda),  Ltd.;  Black Warrior Oil and Gas,  Inc.; and
Black Warrior Syria, Ltd. (collectively, the "Inactive Organizations"). However,
if any  Inactive  Organization  begins  to  conduct  any  business  (other  than
activities to "wind down" such organization),  such Inactive  Organization shall
be considered a Subsidiary  under this Agreement  from that point  forward.  For
purposes of this  definition,  "voting  stock" means stock which  ordinarily has
voting power for the election of directors, whether at all times or only so long
as no senior class of stock has such voting power by reason of any contingency.

                                   ARTICLE II

                                    PAYMENTS

         2.1  Interest.  From the date of this Note through the  Maturity  Date,
interest shall accrue hereunder on the unpaid outstanding  principal sum of this
Note at a rate equal to nine percent (9%) per annum calculated on the basis of a
360-day year. All past due amounts of principal and interest shall bear interest
at fifteen  percent  (15%) per annum  calculated  on the basis of a 360-day year
until paid.

         2.2  Payment  of  Principal  and  Interest.  The  principal  and unpaid
interest of this Note shall be due and payable in full on the Maturity  Date. At
any time,  the Holder may,  at its option and

                                      -55-

<PAGE>

in lieu of cash, elect to be paid all accrued and unpaid interest owed to Holder
by the Company in the form of Common Stock,  based on a price per share equal to
the  Conversion  Price (the  "Price Per  Share").  The amount of all accrued and
unpaid  interest  on the  Maturity  Date shall be divided by the Price Per Share
into a whole number of shares of Common Stock, with the remainder, if any, being
paid in cash.

         2.3  Prepayments.  Subject to Holder's  right to  convert,  at any time
before the Maturity Date, the Company may prepay this Note, in whole or in part,
without  penalty or  discount,  upon five days' prior  written  notice  given to
Holder  pursuant  to Section  7.6.  All  payments  made under this Note shall be
applied  first to accrued  interest,  and the  balance,  if any,  to  principal;
provided, however, that interest shall accrue on any remaining principal balance
and shall be payable at the rate provided above.

         2.4 Manner of Payment.  Cash payments of principal and interest on this
Note will be made by delivery of checks to Holder at its address as set forth in
this Note or wire transfers  pursuant to instructions  from Holder.  If the date
upon which the payment of principal and interest is required to be made pursuant
to this Note occurs other than on a Business Day, then such payment of principal
and interest  shall be made on the next  occurring  Business Day following  said
payment date and shall include  interest  through said next  occurring  Business
Day.

         2.5 Security;  Guaranty. This Note is secured by the collateral defined
in the  Security  Agreement  and by the  collateral  defined  in the  Subsidiary
Security  Agreement.  This  Note and the  obligations  hereunder  and  under the
Security  Agreement and the Subsidiary  Security Agreement are guaranteed by the
Subsidiaries of the Company pursuant to the Subsidiary Guaranty.

                                   ARTICLE III

                                    REMEDIES

         3.1      Events of Default. An "Event of Default" occurs if:

                  (a)  the  Company   defaults  in  the  payment  or   mandatory
         prepayment of the principal or interest on this Note, or in the payment
         or a mandatory  prepayment  of the  principal or interest of the Bridge
         Loan Note, when such principal or interest  becomes due and payable and
         such default remains uncured for a period of five days; or

                                      -56-

<PAGE>

                  (b) the Company or any Subsidiary  defaults in the performance
         of any covenant made by the Company,  and such default  remains uncured
         for a  period  of 45  days  in any of (i)  that  certain  Agreement  of
         Purchase  and Sale  dated of even date  herewith,  by and  between  the
         Company and Holder (the  "Purchase  Agreement"),  (ii) the Common Stock
         Purchase Warrants issued by the Company to Holder as of the date hereof
         (the  "Warrants");  (iii) that certain  Registration  Rights  Agreement
         dated of even date herewith, by and between the Company and the Holder,
         pursuant to which the Company grants to the Holder certain registration
         rights in  respect  of the  shares of Common  Stock  that may be issued
         under the Note and upon  exercise of the  Warrants  (the  "Registration
         Rights Agreement");  (iv) the Security  Agreement;  (v) the Bridge Loan
         Note;  (vi) the  Subsidiary  Security  Agreement;  (vii) the Subsidiary
         Guaranty;  or (viii) this Note (other than a default in the performance
         of a covenant  specifically  addressed  elsewhere  in this Section 3.1)
         provided that a default in the  performance of any covenant in Sections
         8(a),  8(c),  8(d),  8(e),  8(f), 8(h), 8(i), 8(j), 8(k), 8(l), 8(m) or
         8(n) of the Security  Agreement or Section 6.1 of this Note shall be an
         event of Default immediately upon occurrence; or

                  (c) any  representation or warranty made by the Company or any
         Subsidiary in the Purchase Agreements,  the Warrants,  the Registration
         Rights  Agreement,  the  Bridge  Loan  Note,  the  Subsidiary  Security
         Agreement,  the Subsidiary Guaranty, or this Note or in any certificate
         furnished by the Company in  connection  with the  consummation  of the
         transaction  contemplated  thereby or hereby, is untrue in any material
         respect  as of the date of  making  thereof  and such  default  remains
         uncured for a period of 45 days; or
                  (d) the Company or any Subsidiary defaults in the payment when
         due (whether by lapse of time, by  declaration,  by call for redemption
         or otherwise) of the  principal of or interest on any  Indebtedness  of
         the Company or such Subsidiary  (other than the Indebtedness  evidenced
         by this  Note)  having  an  aggregate  principal  amount  in  excess of
         $100,000  or  on  any  Indebtedness  of  the  Company  to  any  of  its
         Stockholders  and such default remains uncured for a period of 45 days;
         or

                  (e) a court of  competent  jurisdiction  enters a judgment  or
         judgments  against the Company or any  Subsidiary,  or any  property or
         assets of the  Company  or any  Subsidiary,

                                      -57-

<PAGE>

         for the  payment  of money  aggregating  $100,000  or more in excess of
         applicable  insurance  coverage  (other than the judgment  disclosed on
         Schedule  3.1(e) hereto) and such default  remains uncured for a period
         of 45 days; or

                  (f) a court of competent  jurisdiction  enters (i) a decree or
         order for  relief in respect of the  Company  or any  Subsidiary  in an
         involuntary  case or proceeding  under any applicable  federal or state
         bankruptcy,  insolvency,  reorganization or other similar law or (ii) a
         decree or order  adjudging the Company or any  Subsidiary a bankrupt or
         insolvent,   or  approving  as  properly   filed  a  petition   seeking
         reorganization, arrangement, adjustment or composition of or in respect
         of the Company or any Subsidiary under any applicable  federal or state
         law, or appointing a custodian, receiver,liquidator, assignee, trustee,
         sequestrator or other similar official of the Company or any Subsidiary
         or of any  substantial  part  of the  property  of the  Company  or any
         Subsidiary or ordering the winding up or  liquidation of the affairs of
         the Company or any Subsidiary and any such decree or order of relief or
         any such other decree or order remains unstayed for a period of 90 days
         from its date of entry; or

                  (g) the Company or any  Subsidiary  commences a voluntary case
         or  proceeding  under  any  applicable  federal  or  state  bankruptcy,
         insolvency,  reorganization  or other  similar law or any other case or
         proceeding to be adjudicated a bankrupt or insolvent, or the Company or
         any   Subsidiary   files  a   petition,   answer  or  consent   seeking
         reorganization or relief under any applicable  federal or state law, or
         the Company or any  Subsidiary  makes an assignment  for the benefit of
         creditors,  or  admits  in  writing  its  inability  to pay  its  debts
         generally as they become due; or

                  (h) any person or group  (within the meaning of Section  13(d)
         of the Securities Exchange Act of 1934) becomes the beneficial owner of
         40% or more of the total  voting  power of the  Company and was not the
         beneficial  owner  of 40% or  more of the  total  voting  power  of the
         Company as of the date of this  Agreement;  provided that the foregoing
         shall not  include any person or group who or which  acquires  Warrants
         (as that term is defined in that  certain  Agreement  for  Purchase and
         Sale dated June 5, 1997  between the Company and Holder [the  "Purchase
         Agreement"])  or shares of the  Company's  Common Stock  issuable  upon
         exercise  of  Warrants  or upon  conversion  of this Note;  and further
         provided  that such default has not

                                      -59-

<PAGE>

         been cured or waived within ninety (90) days  following  such change of
         beneficial ownership.

                  (i) the Company or any Subsidiary  (1) merges or  consolidates
         with or  into  any  other  Person  (unless  the  Company  or any of its
         Subsidiaries  is the  surviving or acquiring  party);  (2) dissolves or
         liquidates;  or (3) sells all or any substantial  portion of its assets
         (unless the purchaser is a Subsidiary of the Company).

         3.2 Acceleration of Maturity.  This Note and all accrued interest shall
automatically  become  immediately  due  and  payable  if an  Event  of  Default
described in Sections  3.1(f),  3.1(g) or 3.1(i) occurs and, this Note shall, at
the  option of the Holder in its sole  discretion,  become  immediately  due and
payable if any other Event of Default occurs,  and in every such case the Holder
of the Note may declare  the  principal  and  interest on the Note to be due and
payable immediately.


                                   ARTICLE IV

                               CONVERSION OF NOTE

         Subject to and upon compliance with the provisions of this Article,  at
the option of Holder, all or any part of this Note may be converted at any time,
at the  principal  amount  hereof  together  with  accrued  and unpaid  interest
thereon,  into  fully  paid  and  nonassessable  shares  (calculated  as to each
conversion  to the nearest  1/100 of a share) of Common  Stock.  The  Conversion
Price shall initially be $2.75 per share. The Conversion Price shall increase to
$3.25 per share on the first year anniversary of the execution of this Note. The
Conversion  Price  shall  increase  to  $3.75  per  share  on  the  second  year
anniversary  of the  execution  of this Note and shall remain at this price from
that date  forward.  Notwithstanding  anything  else to the  contrary  set forth
herein,  the Holder  shall have the right to convert  this Note  pursuant to the
terms set forth herein at any time, including the 30 Business Days following (i)
the  Maturity  Date or (ii) any  prepayment  pursuant to Section 2.3 hereof.  If
Holder elects to convert this Note after a prepayment  has been made pursuant to
Section  2.3,  then Holder shall return all or such portion of the funds paid to
Holder as to which Holder has elected to convert.


                                    ARTICLE V

                                      -59-

<PAGE>

                         ADJUSTMENT OF CONVERSION PRICE

         5.1 Anti-Dilution Provisions.  The Conversion Price shall be subject to
adjustment  from time to time as hereinafter  provided.  Upon each adjustment of
the Conversion  Price,  the holder of this Note shall  thereafter be entitled to
purchase, at the Conversion Price resulting from such adjustment,  the number of
shares of Common Stock  obtained by multiplying  the Conversion  Price in effect
immediately  prior  to such  adjustment  by the  number  of  shares  purchasable
pursuant  hereto  immediately  prior to such adjustment and dividing the product
thereof by the Conversion Price resulting from such adjustment.

         5.2      Adjustment of Conversion Price Upon Issuance of Common Stock.

                  5.2.1 (A) If and  whenever  after the date  hereof the Company
         shall  issue or sell any  Common  Stock for no  consideration  or for a
         consideration per share less than the Conversion Price then, forthwith,
         upon such issue or sale, the Conversion Price shall be reduced (but not
         increased, except as otherwise specifically provided in Section 5.2.2),
         to the price  (calculated to the nearest one-ten  thousandth of a cent)
         determined  by  dividing  (x) an  amount  equal  to the  sum of (i) the
         aggregate  number of shares of  Common  Stock  outstanding  immediately
         prior to such issue or sale multiplied by the then existing  Conversion
         Price plus (ii) the  consideration  received by the  Company  upon such
         issue or sale by (y) the  aggregate  number of  shares of Common  Stock
         outstanding immediately after such issue or sale.

                  (B)  Notwithstanding  the  provisions  of this Section 5.2, no
         adjustment  shall be made in the Conversion Price in the event that the
         Company  issues,  in one or more  transactions,  (i) Common  Stock upon
         exercise of any options  issued to officers,  directors or employees of
         the Company pursuant to a stock option plan or an employment, severance
         or  consulting  agreement as now or  hereafter in effect,  in each case
         approved by the Board of Directors  (provided that the aggregate number
         of shares of Common  Stock  which may be  issuable,  including  options
         issued  prior to the date  hereof,  under all such  employee  plans and
         agreements  shall at no time exceed the number of such shares of Common
         Stock  outstanding on the date hereof on a fully diluted basis that are
         issuable under currently effective employee plans and agreements); 

                                      -60-

<PAGE>

         (ii)  Common  Stock  upon  exercise  of this Note or any other  warrant
         issued  pursuant to the terms of the Purchase  Agreement;  (iii) Common
         Stock upon exercise of any stock purchase warrant or option (other than
         the  options  referred  to in clause  (i)  above) or other  convertible
         security outstanding on the date hereof; or (iv) Common Stock issued as
         consideration in acquisitions. In addition, for purposes of calculating
         any adjustment of the Conversion Price as provided in this Section 5.2,
         all of the  shares  of Common  Stock  issuable  pursuant  to any of the
         foregoing shall be assumed to be outstanding prior to the event causing
         such adjustment to be made.

                  5.2.2 For purposes of this Section 5.2, the following shall be
         applicable

                  (A)  Issuance of Rights or Options.  In case at any time after
         the date hereof the Company shall in any manner grant (whether directly
         or by assumption in a merger or otherwise)  any rights to subscribe for
         or to purchase, or any options for the purchase of, Common Stock or any
         stock or securities  convertible  into or exchangeable for Common Stock
         (such  convertible  or  exchangeable  stock or securities  being herein
         called  "Convertible  Securities")  (other  than  warrants,  options or
         convertible  securities  issued  as  consideration  for or  assumed  in
         conjunction with an acquisition or to officers, directors, or employees
         of the acquired entity in conjunction  therewith),  whether or not such
         rights  or  options  or the  right  to  convert  or  exchange  any such
         Convertible Securities are immediately  exercisable,  and the price per
         share for which shares of Common  Stock are issuable  upon the exercise
         of such  rights or  options  or upon  conversion  or  exchange  of such
         Convertible Securities (determined by dividing (i) the total amount, if
         any,  received or  receivable by the Company as  consideration  for the
         granting of such rights or options,  plus the minimum  aggregate amount
         of additional  consideration,  if any,  payable to the Company upon the
         exercise of such rights or options, or plus, in the case of such rights
         or options that relate to Convertible Securities, the minimum aggregate
         amount of additional  consideration,  if any, payable upon the issue or
         sale of such Convertible Securities and upon the conversion or exchange
         thereof,  by (ii) the total  maximum  number of shares of Common  Stock
         issuable  upon the  exercise  of such  rights  or  options  or upon the
         conversion or exchange of all such Convertible Securities issuable upon
         the  exercise  of such  rights  or  options)  shall 

                                      -61-

<PAGE>

         be less than the Conversion  Price in effect as of the date of granting
         such  rights or  options,  then the total  maximum  number of shares of
         Common  Stock  issuable  upon the exercise of such rights or options or
         upon conversion or exchange of all such Convertible Securities issuable
         upon the  exercise  of such  rights  or  options  shall be deemed to be
         outstanding  as of the date of the  granting  of such rights or options
         and to have been  issued for such  price per share,  with the effect on
         the  Conversion  Price  specified in Section  5.2.1  hereof.  Except as
         provided  in  Section  5.2.2  hereof,  no  further  adjustment  of  the
         Conversion  Price shall be made upon the actual issuance of such Common
         Stock or of such Convertible Securities upon exercise of such rights or
         options  or  upon  the  actual  issuance  of  such  Common  Stock  upon
         conversion or exchange of such Convertible Securities.

                  (B)  Change  in  Option  Price or  Conversion  Rate.  Upon the
         happening of any of the following events,  namely, if the purchase pace
         provided for in any right or option referred to in Section 5.2.2 above,
         the additional  consideration,  if any,  payable upon the conversion or
         exchange of any Convertible  Securities referred to in Section 5.2.2(A)
         hereof, or the rate at which any Convertible  Securities referred to in
         Section  5.2.2(A)  hereof,  are convertible  into or  exchangeable  for
         Common Stock shall change  (other than under or by reason of provisions
         designed to protect  against  dilution),  the Conversion  Price then in
         effect hereunder shall forthwith be readjusted (increased or decreased,
         as the case may be) to the  Conversion  Price  that  would have been in
         effect at such time had such rights,  options or Convertible Securities
         still outstanding provided for such changed purchase price,  additional
         consideration  or  conversion  rate,  as the case  may be,  at the time
         initially granted, issued or sold. On the expiration of any such option
         or right referred to in Section 5.2.2(A) hereof,  or on the termination
         of  any  such  right  to  convert  or  exchange  any  such  Convertible
         Securities referred to in Section 5.2.2(A) hereof, the Conversion Price
         then in effect  hereunder shall  forthwith be readjusted  (increased or
         decreased,  as the case may be) to the Conversion Price that would have
         been in effect at the time of such  expiration or termination  had such
         right,  option or  Convertible  Securities,  to the extent  outstanding
         immediately  prior  to  such  expiration  or  termination,  never  been
         granted, issued or sold, and the Common Stock issuable thereunder shall
         no longer be deemed to be  outstanding.  If the purchase price provided
         for in  Section  5.2.2(A)  hereof or the rate at which 

                                      -62-

<PAGE>

         any Convertible  Securities  referred to in Section 5.2.2(A) hereof are
         convertible  into or exchangeable  for Common Stock shall be reduced at
         any time under or by reason of provisions with respect thereto designed
         to protect  against  dilution,  then in case of the  delivery of Common
         Stock upon the exercise of any such right or option or upon  conversion
         or exchange of any such  Convertible  Securities,  the Conversion Price
         then in effect hereunder shall, if not already  adjusted,  forthwith be
         adjusted to such amount as would have  obtained had such right,  option
         or Convertible Securities never been issued as to such Common Stock and
         had  adjustments  been  made  upon the  issuance  of the  Common  Stock
         delivered as aforesaid,  but only if as a result of such adjustment the
         Conversion Price then in effect hereunder is thereby reduced.

                  (C)  Consideration for Stock. In case at any time Common Stock
         or Convertible Securities or any rights or options to purchase any such
         Common  Stock or  Convertible  Securities  shall be  issued or sold for
         cash,  the  consideration  therefor  shall be deemed  to be the  amount
         received by the Company therefor. In case at any time any Common Stock,
         Convertible  Securities  or any rights or options to purchase  any such
         Common  Stock or  Convertible  Securities  shall be  issued or sold for
         consideration  other than cash, the amount of the  consideration  other
         than cash  received by the Company shall be deemed to be the fair value
         of such  consideration,  as determined  reasonably and in good faith by
         the Board of Directors  of the Company.  In ease at any time any Common
         Stock,  Convertible Securities or any rights or options to purchase any
         Common Stock or  Convertible  Securities  shall be issued in connection
         with any merger or  consolidation in which the Company is the surviving
         corporation,  the amount of  consideration  received  therefor shall be
         deemed to be the fair value, as determined reasonably and in good faith
         by the Board of Directors of the Company, of such portion of the assets
         and business of the nonsurviving corporation as such Board of Directors
         may  determine to be  attributable  to such Common  Stock,  Convertible
         Securities,  rights or  options as the case may be. In case at any time
         any  rights or  options  to  purchase  any  shares  of Common  Stock or
         Convertible  Securities shall be issued in connection with the issuance
         and sale of other securities of the Company, together consisting of one
         integral  transaction  in which no  consideration  is allocated to such
         rights or  options by the  parties,  such  rights or 

                                      -63-

<PAGE>

         options shall be deemed to have been issued without consideration.

                  (D) Record Date.  In the ease the Company  shall take a record
         of the holders of its Common  Stock for the purpose of  entitling  them
         (i) to receive a dividend or other distribution payable in Common Stock
         or Convertible Securities,  or (ii) to subscribe for or purchase Common
         Stock or Convertible Securities,  then such record date shall be deemed
         to be  the  date  of the  issuance  or  sale  of the  Common  Stock  or
         Convertible  Securities  deemed to have been issued or sold as a result
         of the  declaration  of such  dividend  or the  making  of  such  other
         distribution  or the date of the granting of such right of subscription
         or purchase, as the ease may be.

                  (E)  Treasury  Shares.  The  number of shares of Common  Stock
         outstanding  at any given time shall not include  shares owned directly
         by the  Company in  treasury,  and the  disposition  of any such shares
         shall be considered an issuance or sale of Common Stock for the purpose
         of this Section 5.2.

         5.3 Stock  Dividends.  In case the Company  shall declare a dividend or
make any other  distribution  upon any shares of the Company,  payable in Common
Stock or Convertible Securities,  any Common Stock or Convertible Securities, as
the case may be, issuable in payment of such dividend or  distribution  shall be
deemed to have been issued or sold without consideration.

         5.4 Stock  Splits and  Reverse  Splits.  In the event that the  Company
shall at any time  subdivide  its  outstanding  shares  of Common  Stock  into a
greater number of shares,  the Conversion Price in effect  immediately  prior to
such subdivision shall be proportionately  reduced and the number of Shares into
which this Note may be converted  immediately prior to such subdivision shall be
proportionately  increased,  and  conversely,  in the event that the outstanding
shares of Common  Stock shall at any time be combined  into a smaller  number of
shares,  the Conversion  Price in effect  immediately  prior to such combination
shall be proportionately increased and the number of Shares into which this Note
may be converted  immediately prior to such combination shall be proportionately
reduced.  Except as provided in this Section 5.4 no adjustment in the Conversion
Price and no change in the number of Shares  shall be made under this  Article V
as a result of or by reason of any such subdivision or combination.

                                      -64-

<PAGE>

         5.5 Reorganizations  and Asset Sales. If any capital  reorganization or
reclassification  of the capital  stock of the  Company,  or any  consolidation,
merger or share  exchange  of the  Company  with  another  Person,  or the sale,
transfer  or other  disposition  of all or  substantially  all of its  assets to
another Person shall be effected h such a way that holders of Common Stock shall
be entitled to receive capital stock, securities or assets with respect to or in
exchange for their shares, then the following provisions shall apply:

                  5.5.1 As a condition of such reorganization, reclassification,
consolidation,  merger,  share  exchange,  sale,  transfer or other  disposition
(except as  otherwise  provided  below in Section  5.5.3),  lawful and  adequate
provisions  shall be made whereby the holder of this Note shall  thereafter have
the right to purchase  and receive  upon the terms and  conditions  specified in
this Note and in lieu of the shares immediately  theretofore receivable upon the
exercise  of the  rights  represented  hereby,  such  shares of  capital  stock,
securities  or assets as may be issued or payable with respect to or in exchange
for a number of  outstanding  shares of such Common Stock equal to the number of
shares   immediately   theretofore  so  receivable   had  such   reorganization,
reclassification, consolidation, merger, share exchange or sale not taken place,
and in any such  case  appropriate  provision  reasonably  satisfactory  to such
holder shall be made with respect to the rights and  interests of such holder to
the end that the provisions hereof (including,  without  limitation,  provisions
for adjustments of the Conversion  Price and of the number of shares  receivable
upon the exercise)  shall  thereafter be applicable,  as nearly as possible,  in
relation  to any  shares of  capital  stock,  securities  or  assets  thereafter
deliverable upon the exercise of this Note.

                  5.5.2  In  the  event  of  a   merger,   share   exchange   or
consolidation  of the Company with or into another Person as a result of which a
number of  shares of common  stock or its  equivalent  of the  successor  Person
greater  or  lesser  than the  number of  shares  of  Common  Stock  outstanding
immediately  prior to such merger,  share exchange or consolidation are issuable
to holders of Common  Stock,  then the  Conversion  Price in effect  immediately
prior to such merger,  share exchange or consolidation  shall be adjusted in the
same manner as though there were a subdivision or combination of the outstanding
shares of Common Stock.

                                      -65-

<PAGE>

                  5.5.3 The  Company  shall not effect  any such  consolidation,
merger,  share exchange,  sale, transfer or other disposition unless prior to or
simultaneously with the consummation thereof the successor Person (if other than
the Company) resulting from such consolidation,  share exchange or merger or the
Person  purchasing  or  otherwise  acquiring  such assets  shall have assumed by
written instrument  executed and mailed or delivered to the Holder hereof at the
last address of such Holder appearing on the books of the Company the obligation
to deliver to such Holder such shares of capital stock, securities or assets as,
in  accordance  with the  foregoing  provisions,  such Holder may be entitled to
receive,  and all other  liabilities and  obligations of the Company  hereunder.
Upon written  request by the Holder hereof,  such Successor  Person will issue a
new Note revised to reflect the  modifications in this Note effected pursuant to
this Section 5.5.

                  5.5.4 If a purchase,  tender or exchange  offer is made to and
accepted  by the  holders  of 50% or more of the  outstanding  shares  of Common
Stock, the Company shall not effect any consolidation, merger, share exchange or
sale, transfer or other disposition of all or substantially all of the Company's
assets  with the Person  having  made such offer or with any  affiliate  of such
Person,  unless prior to the consummation of such consolidation,  merger,  share
exchange,  sate, transfer or other disposition the holder hereof shall have been
given a reasonable  opportunity  to then elect to receive upon the conversion of
this Note either the capital  stock,  securities  or assets then  issuable  with
respect to the Common Stock or the capital stock,  securities or assets,  or the
equivalent,  issued to previous  holders of the Common Stock in accordance  with
such offer.

         5.6  Adjustment  for Asset  Distribution.  If the  Company  declares  a
dividend or other distribution  payable to all holders of shares of Common Stock
in  evidences  of  indebtedness  of the  Company or other  assets of the Company
(including,  cash (other than  regular cash  dividends  declared by the Board of
Directors),  capital stock (other than Common Stock,  Convertible  Securities or
options or rights thereto) or other  property),  the Conversion  Price in effect
immediately  prior to such  declaration  of such dividend or other  distribution
shall  be  reduced  by an  amount  equal  to the  amount  of  such  dividend  or
distribution  payable per share of Common Stock,  in the case of a cash dividend
or distribution, or by the fair value of such dividend or distribution per share
of  Common  Stock  (as  reasonably  determined  in good  faith  by the  Board of
Directors of the Company),  in the case of any other  dividend or  distribution.
Such reduction  shall be made whenever any such

                                      -66-

<PAGE>

dividend or  distribution  is made and shall be  effective  as of the date as of
which a record is taken for purpose of such  dividend or  distribution  or, if a
record is not  taken,  the date as of which  holders  of record of Common  Stock
entitled to such dividend or distribution are determined.

         5.7 De Minimis  Adjustments.  No  adjustment in the number of shares of
Common Stock  purchasable  hereunder  shall be required  unless such  adjustment
would  require an increase  or  decrease  of at least one share of Common  Stock
purchasable  upon  conversion of the Note and no  adjustment  in the  Conversion
Price shall be  required  unless such  adjustment  would  require an increase or
decrease of at least $.01 in the Conversion Price;  provided,  however, that any
adjustments  which by reason of this  Section  5.7 are not  required  to be made
shall be carried  forward and taken into account in any  subsequent  adjustment.
All  calculations  shall  be made to the  nearest  full  share  or  nearest  one
hundredth of a dollar, as applicable.

         5.8 Notice of Adjustment.  Whenever the Conversion  Price or the number
of Shares  issuable upon the  conversion of the Note shall be adjusted as herein
provided,  or the rights of the holder  hereof  shall  change by reason of other
events specified herein, the Company shall compute the adjusted Conversion Price
and the adjusted number of Shares in accordance  with the provisions  hereof and
shall prepare an Officer's  Certificate  setting  forth the adjusted  Conversion
Price and the adjusted  number of Shares  issuable  upon the  conversion of this
Note or specifying the other shares of stock, securities or assets receivable as
a result of such change in rights,  and showing in  reasonable  detail the facts
and  calculations  upon which such  adjustments or other changes are based.  The
Company shall cause to be mailed to the Holder  hereof copies of such  Officer's
Certificate  together with a notice  stating that the  Conversion  Price and the
number of Shares purchasable upon conversion of this Note have been adjusted and
setting forth the adjusted  Conversion  Price and the adjusted  number of Shares
purchasable upon conversion of this Note.

         5.9 Notifications to Holders. In case at any time the Company proposes:

                           (i) to declare  any  dividend  upon its Common  Stock
                  payable in capital stock or make any special dividend or other
                  distribution (other than cash dividends) to the holders of its
                  Common Stock;

                                      -67-

<PAGE>

                           (ii) to offer for subscription pro rata to all of the
                  holders of its Common Stock any  additional  shares of capital
                  stock of any class or other rights;

                           (iii)  to  effect  any  capital  reorganization,   or
                  reclassification  of the  capital  stock  of the  Company,  or
                  consolidation,  merger or share  exchange of the Company  with
                  another Person, or sale,  transfer or other disposition of all
                  or substantially all of its assets; or

                           (iv)   to   effect   a   voluntary   or   involuntary
                  dissolution, liquidation or winding up of the Company,

then, in any one or more of such cases, the Company shall give the holder hereof
(a) at least 10 days (but not more  than 90 days)  prior  written  notice of the
date on which the books of the Company  shall  close or a record  shall be taken
for such dividend, distribution or subscription rights or for determining rights
to vote in  respect  of any  such  issuance,  reorganization,  reclassification,
consolidation, merger, share exchange, sale, transfer, disposition, dissolution,
liquidation  or  winding  up,  and  (b)  in  the  case  of  any  such  issuance,
reorganization,  reclassification,  consolidation, merger, share exchange, sale,
transfer, disposition,  dissolution, liquidation or winding up, at least 10 days
(but not more than 90 days) prior written notice of the date when the same shall
take place.  Such notice in accordance with the foregoing  clause (a) shall also
specify, in the case of any such dividend,  distribution or subscription rights,
the date on which the holders of Common  Stock shall be  entitled  thereto,  and
such notice in accordance  with the foregoing  clause (b) shall also specify the
date on which the holders of Common  Stock  shall be entitled to exchange  their
Common Stock,  as the case may be, for securities or other property  deliverable
upon  such  reorganization,   reclassification,   consolidation,  merger,  share
exchange, sale, transfer, disposition,  dissolution,  liquidation or winding up,
as the case may be.

         5.10 Company to Prevent  Dilution.  If any event or condition occurs as
to which other  provisions  of this  Article are not strictly  applicable  or if
strictly  applicable would not fairly protect the exercise or purchase rights of
this  Note  evidenced  hereby  in  accordance  with  the  essential  intent  and
principles of such provisions, or that might materially and adversely affect the
exercise or purchase  rights of the holder  hereof under any  provisions of this
Note,  then the Company shall make such 

                                      -68-

<PAGE>

adjustments  in the  application  of such  provisions,  in accordance  with such
essential  intent and  principles,  so as to protect such  exercise and purchase
rights  as  aforesaid,  and  any  adjustments  necessary  with  respect  to  the
Conversion  Price  and the  number  of  shares  purchasable  hereunder  so as to
preserve  the  rights  of the  holder  hereunder.  In no  event  shall  any such
adjustment  have the effect of  increasing  the  Conversion  Price as  otherwise
determined  pursuant to this  Article  except in the event of a  combination  of
shares of the type  contemplated in Section 5.4 hereof,  and then in no event to
an amount greater than the Conversion Price as adjusted  pursuant to Section 5.4
hereof.


                                   ARTICLE VI

                                    COVENANTS

         The  Company  covenants  and  agrees  that,  so long  as  this  Note is
outstanding:

         6.1 Payment of Principal  and Accrued  Interest.  The Company will duly
and punctually pay or cause to be paid the principal sum of this Note,  together
with interest  accrued  thereon from the date hereof to the date of payment,  in
accordance with the terms hereof.

         6.2  Corporate  Existence.  The  Company  will,  and  will  cause  each
Subsidiary to, do or cause to be done all things  necessary to preserve and keep
in full force and effect its corporate existence, rights (charter and statutory)
and franchises; provided, however, that the Company or a Subsidiary shall not be
required  to  preserve  any such  right  or  franchise  if it  shall  reasonably
determine that the preservation thereof is no longer desirable in the conduct of
its business.

         6.3  Taxes;  Claims;  etc.  The  Company  will,  and  will  cause  each
Subsidiary  to,  promptly pay and discharge all lawful taxes,  assessments,  and
governmental charges or levies imposed upon it or upon its income or profits, or
upon any of its  properties,  real,  personal,  or mixed,  before the same shall
become in  default,  as well as all  lawful  claims for  labor,  materials,  and
supplies or otherwise which, if unpaid,  might become a lien or charge upon such
properties or any part  thereof,  and which lien or charges will have a material
adverse effect on the business of the Company;  provided,  however, that neither
the Company nor any Subsidiary  shall be required to pay or cause to be paid any
such

                                      -69-

<PAGE>

tax,  assessment,  charge,  levy, or claim prior to  institution  of foreclosure
proceedings  if the validity  thereof  shall  concurrently  be contested in good
faith by  appropriate  proceedings  and if the  Company  shall have  established
reserves  deemed by the Company  adequate with respect to such tax,  assessment,
charge, levy, or claim.

         6.4 Maintenance of Existence and Properties. The Company will, and will
cause each Subsidiary to, keep its material  properties in good repair,  working
order,  and  condition,  ordinary wear and tear  excepted,  so that the business
carried on may be properly  conducted  at all times in  accordance  with prudent
business management.

         6.5 SEC Reports.  The Company will deliver to the Holder within 20 days
after it files them with the SEC, copies of its annual and quarterly reports and
of the information,  documents, and other reports (or copies of such portions of
any of the foregoing as the SEC may by rules and  regulations  prescribe)  which
the Company is required or elects to file with the SEC pursuant to Section 13 or
15(d) of the  Securities  Exchange Act of 1934.  The Company will timely  comply
with  its  reporting  and  filing   obligations  under  the  applicable  federal
securities laws.

         6.6 Notice of Defaults.  The Company will promptly notify the Holder in
writing of the  occurrence of (i) any Event of Default under this Note, and (ii)
any event of default (or if any event of default  would  result upon any payment
with  respect to this Note) with  respect to any  Indebtedness  as such event of
default is defined  therein or in the instrument  under which it is outstanding,
permitting holders to accelerate the maturity of such Indebtedness.

         6.7  Compliance  with Laws.  The Company will promptly  comply with all
laws,  ordinances and governmental rules and regulations to which it is subject,
the violation of which would materially and adversely affect the Company.

         6.8  Amendments  to Charter.  The Company  will not amend or modify its
charter without the prior written consent of Holder.

         6.9 Mergers and  Acquisitions.  Without the consent of the Holder,  the
Company or any Subsidiary will not dissolve,  liquidate,  consolidate,  merge or
enter  into a share  exchange  with or sell  or  transfer  all or a  substantial
portion of its assets to any  Person.  Notwithstanding  the  provisions  of this
Section  6.9, 

                                      -70-

<PAGE>

Holder  hereby  agrees that any merger of  Petro-Log,  Inc. or  Production  Well
Services,  Inc. into Boone  Wireline  Co.,  Inc. or the Company is  specifically
permitted under this Note.

         6.10  Election of  Director.  The Company  will use its best efforts to
cause the  election,  at all  shareholders  meetings  called for the  purpose of
electing  directors  of the Company or in any other  action  taken to elect such
directors,  of one person  designated  by Holder as a nominee  (the  "Designated
Director"). If a vacant directorship arises due to the resignation or disability
of the Designated  Director,  or if the  Designated  Director is removed for any
reason,  the  Company  will use its best  efforts  to cause the  appointment  of
another person designated by Holder to replace the Designated Director.


                                   ARTICLE VII

                                  MISCELLANEOUS

         7.1 Consent to  Amendments.  This Note may be amended,  and the Company
may take  any  action  herein  prohibited,  or omit to  perform  any act  herein
required  to be  performed  by it, if and only if the Company  shall  obtain the
written consent to such amendment, action or omission to act from the holders of
a majority of the aggregate principal amount of this Note.

         7.2  Benefits  of Note;  No  Impairment  of  Rights of Holder of Senior
Indebtedness.  Nothing  in this  Note,  express  or  implied,  shall give to any
Person, other than the Company,  Holder, and their successors any benefit or any
legal or equitable right, remedy or claim under or in respect of this Note.

         7.3 Successors  and Assigns.  All covenants and agreements in this Note
contained  by or on behalf of the Company and the Holder shall bind and inure to
the  benefit of the  respective  successors  and  assigns of the Company and the
Holder.

         7.4  Restrictions  on Transfer.  Holder  shall not  transfer  this Note
except  (by the grant of a  security  interest)  to its  lender or  lenders.  As
between Holder and its lender or lenders,  this Note is transferable in the same
manner  and with  the same  effect  as in the  case of a  negotiable  instrument
payable to a  specified  person.  Any lender to which  Holder  grants a security
interest in this Note shall be entitled to exercise  all remedies to which it is
entitled by contract or by law, including (without 

                                      -71-

<PAGE>

limitation)  transferring  this  Note  into its own name or into the name of any
purchaser at any sale undertaken in connection  with  enforcement by such lender
of its remedies.

         7.5  Notice;  Address of Parties.  Except as  otherwise  provided,  all
communications to the Company or Holder provided for herein or with reference to
this Note  shall be deemed to have  been  sufficiently  given or served  for all
purposes on the third  business day after being sent as certified or  registered
mail,  postage  and  charges  prepaid,  to the  following  addresses:  if to the
Company:  Black  Warrior  Wireline  Corp.,  3748  Highway  #45 North,  Columbus,
Mississippi  39701, or at any other address designated by the Company in writing
to Holder; if to Holder:  St. James Capital  Partners,  L.P., _St. James Capital
Corp., 1980 Post Oak Boulevard,  Suite 2030, Houston, Texas 77056, Attn: John L.
Thompson,  or at any  other  address  designated  by Holder  to the  Company  in
writing.

         7.6  Separability  Clause.  In case any provision in this Note shall be
invalid,  illegal or unenforceable in any jurisdiction,  the validity,  legality
and enforceability of the remaining provisions in such jurisdiction shall not in
any way be affected or impaired thereby;  provided,  however,  such construction
does not destroy the essence of the bargain provided for hereunder.

         7.7  Governing  Law.  This Note shall be governed by, and  construed in
accordance  with, the internal laws of the State of Delaware  (without regard to
principles of choice of law).

         7.8  Usury.  It is the  intention  of the  parties  hereto  to  conform
strictly to the  applicable  laws of the State of Delaware and the United States
of America,  and judicial or  administrative  interpretations  or determinations
thereof  regarding the contracting  for,  charging and receiving of interest for
the use,  forbearance,  and detention of money (hereinafter  referred to in this
Section 7.9 as "Applicable  Law").  The Holder shall have no right to claim,  to
charge or to receive any interest in excess of the maximum rate of interest,  if
any,  permitted  to be  charged  on  that  portion  of the  amount  representing
principal  which is outstanding  and unpaid from time to time by Applicable Law.
Determination  of the rate of interest  for the purpose of  determining  whether
this  Note is  usurious  under  Applicable  Law  shall  be  made by  amortizing,
prorating,  allocating  and  spreading  in equal parts  during the period of the
actual  time of this Note,  all  interest  or other sums  deemed to be  interest
(hereinafter referred to in this Section 7.9 as "Interest") at any time

                                      -72-

<PAGE>

contracted  for,  charged or received from the Company in  connection  with this
Note. Any Interest  contracted for, charged or received in excess of the maximum
rate allowed by Applicable Law shall be deemed a result of a mathematical  error
and a mistake.  If this Note is paid in part prior to the end of the full stated
term of this Note and the Interest  received for the actual  period of existence
of this Note exceeds the maximum rate allowed by  Applicable  Law,  Holder shall
credit the amount of the excess  against any amount owing under this Note or, if
this Note has been paid in full,  or in the event  that it has been  accelerated
prior to maturity, Holder shall refund to the Company the amount of such excess,
and shall not be subject to any of the penalties  provided by Applicable Law for
contracting  for,  charging or receiving  Interest in excess of the maximum rate
allowed by Applicable Law. Any such excess which is unpaid shall be canceled.



                                      -73-

<PAGE>



         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed on the date first above written.




                                              BLACK WARRIOR WIRELINE CORP.



                                     By:      /s/ William L. Jenkins,President





                                      -74-


<PAGE>



                                                                       EXHIBIT 5





THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES  ACT"), OR ANY OTHER  APPLICABLE  SECURITIES LAW AND MAY NOT BE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT UNDER, OR IN
A  TRANSACTION  EXEMPT  FROM  REGISTRATION  UNDER,  THE  SECURITIES  ACT  AND IN
ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS.

THIS NOTE MAY BE SUBORDINATE TO CERTAIN  INDEBTEDNESS OF BLACK WARRIOR  WIRELINE
CORP. AS AND TO THE EXTENT SET FORTH IN THAT CERTAIN  AGREEMENT FOR PURCHASE AND
SALE DATED JUNE 5, 1997  BETWEEN  BLACK  WARRIOR  WIRELINE  CORP.  AND ST. JAMES
CAPITAL PARTNERS, L.P.



                          BLACK WARRIOR WIRELINE CORP.
                     $3,000,000 BRIDGE LOAN PROMISSORY NOTE


$3,000,000                       Houston, Texas                    June 5, 1997



         Black Warrior Wireline Corp., Inc., a Delaware corporation (hereinafter
called the "Company," which term includes any directly or indirectly  controlled
subsidiaries or successor entities), for value received,  hereby promises to pay
to St. James Capital Partners, L.P., a Delaware limited partnership (hereinafter
called "Holder"),  or its registered assigns, the principal sum of Three Million
Dollars  ($3,000,000),  together  with  accrued  interest  on the amount of such
principal sum,  payable in accordance  with the terms set forth below. It is the
intention  of the  parties  that  the  principal  sums  of  this  Note  and  the
Convertible  Note (as defined below) shall be advanced in multiple  Advances (as
defined below).  No Advance shall be made under this Note if an Event of Default
(as defined  below) exists or would exist but for the passage of time.  Interest
under the Notes shall accrue on amounts actually advanced.

                                      -75-

<PAGE>



         THE  OBLIGATIONS  OF THE COMPANY  CONTAINED IN THIS NOTE ARE SUBJECT TO
THE TERMS OF A BORROWER  SECURITY  AGREEMENT  BETWEEN THE COMPANY AND THE HOLDER
DATED AS OF THE DATE HEREOF (THE "SECURITY  AGREEMENT").  THE OBLIGATIONS OF THE
COMPANY  CONTAINED IN THIS NOTE ARE FURTHER SUBJECT TO THE TERMS OF A SUBSIDIARY
SECURITY  AGREEMENT  (HEREIN SO CALLED) BETWEEN THE  SUBSIDIARIES OF THE COMPANY
AND THE  HOLDER,  AND A  SUBSIDIARY  GUARANTY  (HEREIN SO CALLED) BY EACH OF THE
SUBSIDIARIES  OF THE COMPANY IN FAVOR OF THE  HOLDER,  BOTH DATED AS OF THE DATE
HEREOF.



                                    ARTICLE I

                                   Definitions

         I.1 For all  purposes  of this  Note,  except  as  otherwise  expressly
provided or unless the context otherwise requires: (i) the terms defined in this
Article  have the  meanings  assigned  to them in this  Article  and include the
plural as well as the singular;  (ii) all accounting terms not otherwise defined
herein have the meanings assigned to them in accordance with generally  accepted
accounting  principles as  promulgated  from time to time by the  Association of
Independent  Certified  Public  Accountants;  and (iii) the words  "herein"  and
"hereof" and other words of similar import refer to this Note as a whole and not
to any particular Article, Section or other subdivision.

         "Advance"  means  a  disbursement  of  proceeds  of  this  Note  or the
Convertible Note.

         "Board of  Directors"  means the board of  directors  of the Company as
elected from time to time or any duly authorized committee of that board.

         "Business  Day" means each  Monday,  Tuesday,  Wednesday,  Thursday and
Friday which is not a day on which banking  institutions  in Houston,  Texas are
authorized or obligated by law or executive order to be closed.

         "Common  Stock" means  shares of common  stock,  par value  $0.0005 per
share, of the Company.

                                      -76-

<PAGE>

         "Convertible Note" means the $2,000,000 9% Convertible  Promissory Note
of the Company to Holder dated the date hereof.

         "Default"  means any event which is, or after notice or passage of time
would be, an Event of Default.

         "Event of Default" has the meaning specified in Section 3.1.

         "Indebtedness"  of any Person  means all  indebtedness  of such Person,
whether  outstanding  on the date of this Note or hereafter  created,  incurred,
assumed or guaranteed,  (i) for the principal of, premium on and interest on all
debts of the Person  whether  outstanding on the date of this Note or thereafter
created  for  money  borrowed  by  such  Person  (including   capitalized  lease
obligations), money borrowed by others (including capitalized lease obligations)
and  guaranteed,  directly or  indirectly,  by such  Person,  or purchase  money
indebtedness,   or   indebtedness   secured   by   property   ("Purchase   Money
Indebtedness")  at the time of the  acquisition of such property by such Person,
for the payment of which the Person is directly or contingently liable; (ii) for
all accrued  obligations of the Person in respect of any contract,  agreement or
instrument  imposing an obligation upon the Person to pay over funds;  (iii) for
all trade debt of the Person; and (iv) for all deferrals,  renewals,  extensions
and refundings of, and amendments,  modifications and supplements to, any of the
indebtedness referred to in (i), (ii) or (iii) above.

         "Maturity  Date",  when used with respect to the Note means the earlier
of (i) the  funding  of Outside  Financing  or (ii)  September  3, 1997 (or such
earlier date upon which the Note  becomes due and payable)  subject to extension
by Company to October 3, 1997 upon issuance by the Company to Holder of warrants
to purchase  20,000 shares of Common Stock of the Company (which  warrants shall
be in  addition to the  warrants  issued by the Company to Holder on the date of
this Note). Such additional warrants shall be issued and delivered to the Holder
on or before  September 3, 1997, and if they are not delivered on or before such
date, then the "Maturity Date" shall be September 3, 1997.

         "Note" means this Bridge Loan Promissory Note in the original principal
amount of $3,000,000.

         "Outside  Financing" shall be defined as (i) any transaction  where the
Company  hereafter  sells or transfers  its equity or debt  securities  for cash
whether in public or private  offerings  and 

                                      -77-

<PAGE>

(ii)  any  financing  from a bank or other  entity  made to the  Company  or any
Subsidiary  (including  any financing to which Holder  subordinates  pursuant to
Section  1.6 of the  Agreement  for  Purchase  and Sale  between  Holder and the
Company,  dated  June 5,  1997).  The term  shall  not  include  purchase  money
financing  of items of  equipment  which is  limited  to the  purchase  price of
equipment bought in the ordinary course of the Company's business.

         "Person" means any individual,  corporation, limited liability company,
partnership,  joint venture,  association,  joint-stock company,  trust, estate,
other  entity,  unincorporated  organization  or  government  or any  agency  or
political subdivision thereof.

         "SEC" means the United States Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act of 1933.

         "Subsidiary" means a corporation or other entity in which more than 50%
of the  outstanding  voting stock or equity  interests  is owned or  controlled,
directly or indirectly, by the Company or any combination of the Company and one
or more other Subsidiaries,  provided,  however, that the following shall not be
deemed  Subsidiaries  for purposes of this Note:  Black  Warrior  International,
Inc.; Black Warrior  International  (Bermuda),  Ltd.; Black Warrior Oil and Gas,
Inc.;   and   Black   Warrior   Syria,   Ltd.   (collectively,   the   "Inactive
Organizations").  However,  if any Inactive  Organization  begins to conduct any
business (other than activities to "wind down" such organization), such Inactive
Organization  shall be considered a Subsidiary  under this  Agreement  from that
point forward.  For the purposes of this definition,  "voting stock" means stock
or other  interests  which  ordinarily  has  voting  power for the  election  of
directors,  and equity  interests  means the right to receive the profits of the
entity,  when  disbursed,  or the  assets  of the  entity  upon  liquidation  or
dissolution.

                                      -78-

<PAGE>

                                   ARTICLE II

                                    Payments

         II.1  Interest.  From the date of this Note through the Maturity  Date,
interest shall accrue hereunder on the unpaid outstanding  principal sum of this
Note at a rate equal to ten percent (10%) per annum calculated on the basis of a
360-day year until paid.  All past due amounts of principal  and interest  shall
bear interest at a rate equal to fifteen  percent (15%) per annum  calculated on
the basis of a 360-day year until paid.

         II.2 Payment of Principal and Interest.  Subject to Section 2.4 hereof,
the principal and unpaid  interest of this Note shall be due and payable in full
on the Maturity Date.

         II.3 Prepayments. At any time before the Maturity Date, the Company may
prepay  all or any part of this  Note in whole or in part,  without  penalty  or
discount,  upon five days'  prior  written  notice  given to Holder  pursuant to
Section  5.6;  provided  that this Note shall be  mandatorily  prepaid  upon the
closing of an Outside Financing, such prepayment to be in an amount equal to the
net  proceeds  received  by the  Company  or any  Subsidiary  from such  Outside
Financing  but not to exceed the then  outstanding  principal  and  accrued  and
unpaid interest on this Note. All payments made under this Note shall be applied
first to accrued  interest,  and the balance,  if any, to  principal;  provided,
however,  that interest shall accrue under any remaining  principal  balance and
shall be payable at the rate provided above.

         II.4 Manner of Payment upon Maturity. At maturity, payment of principal
and  interest  on this Note will be made by  delivery of checks to Holder at its
address as set forth in this Note or wire  transfers  pursuant  to  instructions
from  Holder.  If the date upon which the payment of  principal  and interest is
required to be made  pursuant to this Note occurs other than on a Business  Day,
then such payment of principal and interest  shall be made on the next occurring
Business Day following said payment date and shall include interest through said
next occurring Business Day.

                                      -79-

<PAGE>

         II.5 Security; Guaranty. This Note is secured by the collateral defined
in the  Security  Agreement  and by the  collateral  defined  in the  Subsidiary
Security  Agreement.  This  Note and the  obligations  hereunder  and  under the
Security  Agreement and the Subsidiary  Security Agreement are guaranteed by the
Subsidiaries of the Company pursuant to the Subsidiary Guaranty.


                                   ARTICLE III

                                    Remedies

         III.1    Events of Default.  An "Event of Default" occurs if:

                  (a)  the  Company  defaults  in  the  payment  or a  mandatory
prepayment  of the  principal  or interest of this Note,  or in the payment or a
prepayment  of the  principal  or interest of the  Convertible  Note,  when such
principal or interest becomes due and payable; or

                  (b) the Company or any Subsidiary  defaults in the performance
of any covenant  made by the Company,  and such  default  remains  uncured for a
period of 45 days,  in (i) the Agreement of Purchase and Sale by and between the
Company and the Holder dated as of the date hereof (the  "Purchase  Agreement"),
(ii) the Common Stock Purchase  Warrants  issued by the Company to the Holder as
of the date hereof (the  "Warrants");  (iii) the  Registration  Rights Agreement
dated as of the date  hereof by and  between  the  Company  and the Holder  (the
"Registration Rights Agreement"); (iv) the Voting Agreement dated as of the date
hereof by and among the Company,  certain of its stockholders,  and Holder,  (v)
the Security  Agreement;  (vi) this Note; (vii) the Convertible Note; (viii) the
Subsidiary Security Agreement; or (ix) the Subsidiary Guaranty;  provided that a
default in the performance of any covenant in Sections 8(a),  8(c),  8(d), 8(e),
8(f), 8(h),  8(i),  8(j), 8(k), 8(l), 8(m) or 8(n) of the Security  Agreement or
Section  4.1 of  this  Note  shall  be an  event  of  Default  immediately  upon
occurrence; or

                  (c) any  representation or warranty made by the Company or any
Subsidiary in the Purchase  Agreement,  the Warrants,  the  Registration  Rights
Agreement,  this Note, the Convertible Note, the Subsidiary  Security Agreement,
the  Subsidiary  Guaranty  or in any  certificate  furnished  by the  Company in
connection with the 

                                      -80-

<PAGE>

consummation of the transaction  contemplated thereby, is untrue in any material
respect as of the date of making thereof and such default  remains uncured for a
period of 45 days; or

                  (d) the Company or any Subsidiary defaults in the payment when
due  (whether  by lapse of  time,  by  declaration,  by call for  redemption  or
otherwise)  of the principal of or interest on any  Indebtedness  of the Company
(other than the Indebtedness  evidenced by the Note or good-faith  disputes with
trade creditors)  having an aggregate  principal amount in excess of $100,000 or
on any  Indebtedness of the Company to any of its  stockholders and such default
remains uncured for a period of 45 days; or

                  (e) a court of  competent  jurisdiction  enters a judgment  or
judgments against the Company or any Subsidiary or any property or assets of the
Company or any Subsidiary for the payment of money aggregating  $100,000 or more
in excess of applicable insurance coverage (other than the judgment disclosed on
Schedule  3.1(e)  hereto) and such  default  remains  uncured for a period of 45
days; or

                  (f) a court of competent  jurisdiction  enters (i) a decree or
order for relief in respect of the Company or any  Subsidiary in an  involuntary
case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization  or other  similar  law or (ii) a decree or order  adjudging  the
Company or any  Subsidiary  a bankrupt or  insolvent,  or  approving as properly
filed a petition seeking reorganization,  arrangement, adjustment or composition
of or in respect of the Company or any Subsidiary  under any applicable  federal
or state  law,  or  appointing  a  custodian,  receiver,  liquidator,  assignee,
trustee, sequestrator or other similar official of the Company or any Subsidiary
or of any  substantial  part of the property of the Company or any Subsidiary or
ordering  the  winding up or  liquidation  of the  affairs of the Company or any
Subsidiary  and any such  decree or order of relief or any such other  decree or
order remains unstayed for a period of 90 days from its date of entry; or

                  (g) the Company or any  Subsidiary:  (i) commences a voluntary
case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization  or other  similar  law or any  other  case or  proceeding  to be
adjudicated  a bankrupt or insolvent;  (ii) files a petition,  answer or consent
seeking  reorganization or similar relief under any applicable  federal or 

                                      -81-

<PAGE>

state law;  (iii)  makes an  assignment  for the benefit of  creditors;  or (iv)
admits in writing its  inability to pay its debts  generally as they become due;
or

                  (h) any person or group  (within the meaning of Section  13(d)
of the Securities  Exchange Act of 1934) becomes the beneficial  owner of 40% or
more of the total voting power of the Company and was not the  beneficial  owner
of 40% or more of the total  voting  power of the Company as of the date of this
Agreement; provided that the foregoing shall not include any person or group who
or which  acquires  Warrants (as that term is defined in that certain  Agreement
for  Purchase  and Sale dated June 5, 1997  between  the Company and Holder [the
"Purchase  Agreement"])  or shares of the Company's  Common Stock  issuable upon
exercise of Warrants or upon  conversion of the  Convertible  Note;  and further
provided  that such default has not been cured or waived within ninety (90) days
following such change of beneficial ownership.

                  (i) the Company or any Subsidiary  (i) merges or  consolidates
with or into any other Person,  unless the Company is the surviving or acquiring
party;  or (ii) dissolves or liquidates;  or (iii) sells all or any  substantial
portion of its assets.

         III.2  Acceleration  of  Maturity.  This Note and all accrued  interest
shall  (i)  automatically  become  immediately  due and  payable  if an Event of
Default  described in Section 3.1(f),  3.1(g) or 3.1(i) occurs,  and (ii) become
immediately  due and payable at the option of the Holder in its sole  discretion
if any other Event of Default occurs.


                                   ARTICLE IV

                                    Covenants

         The  Company  covenants  and  agrees  that,  so long  as  this  Note is
outstanding:

         IV.1 Payment of Principal and Accrued  Interest.  The Company will duly
and punctually pay or cause to be paid the principal sum of this Note,  together
with interest  accrued  thereon from the date hereof to the date of payment,  in
accordance with the terms hereof.

                                      -82-

<PAGE>

         IV.2  Corporate  Existence.  The  Company  will,  and will  cause  each
Subsidiary to, do or cause to be done all things  necessary to preserve and keep
in full force and effect its corporate existence, rights (charter and statutory)
and franchises; provided, however, that the Company or a Subsidiary shall not be
required  to  preserve  any such  right  or  franchise  if it  shall  reasonably
determine that the preservation thereof is no longer desirable in the conduct of
its business.

         IV.3  Taxes;  Claims;  etc.  The  Company  will,  and will  cause  each
Subsidiary  to,  promptly pay and discharge all lawful taxes,  assessments,  and
governmental charges or levies imposed upon it or upon its income or profits, or
upon any of its  properties,  real,  personal,  or mixed,  before the same shall
become in  default,  as well as all  lawful  claims for  labor,  materials,  and
supplies or otherwise which, if unpaid,  might become a lien or charge upon such
properties or any part  thereof,  and which lien or charges will have a material
adverse effect on the business of the Company;  provided,  however, that neither
the Company nor any Subsidiary  shall be required to pay or cause to be paid any
such tax, assessment, charge, levy, or claim prior to institution of foreclosure
proceedings  if the validity  thereof  shall  concurrently  be contested in good
faith by  appropriate  proceedings  and if the  Company  shall have  established
reserves  deemed by the Company  adequate with respect to such tax,  assessment,
charge, levy, or claim.

         IV.4  Maintenance  of Existence and  Properties.  The Company will, and
will cause each  Subsidiary  to, keep its  material  properties  in good repair,
working  order,  and  condition,  ordinary wear and tear  excepted,  so that the
business  carried on may be properly  conducted at all times in accordance  with
prudent business management.

         IV.5 SEC Reports. The Company will deliver to the Holder within 20 days
after it files them with the SEC, copies of its annual and quarterly reports and
of the information,  documents, and other reports (or copies of such portions of
any of the foregoing as the SEC may by rules and  regulations  prescribe)  which
the Company is required or elects to file with the SEC pursuant to Section 13 or
15(d) of the  Securities  Exchange Act of 1934.  The Company will timely  comply
with  its  reporting  and  filing   obligations  under  the  applicable  federal
securities laws.

                                      -83-

<PAGE>

         IV.6 Notice of Defaults. The Company will promptly notify the Holder in
writing of the  occurrence of (i) any Event of Default under this Note, and (ii)
any event of default (or if any event of default  would  result upon any payment
with  respect to this Note) with  respect to any  Indebtedness  as such event of
default is defined  therein or in the instrument  under which it is outstanding,
permitting holders to accelerate the maturity of such Indebtedness.

         IV.7 Mergers and Acquisitions.  Without the consent of the Holder,  the
Company or any Subsidiary will not dissolve,  liquidate,  consolidate,  merge or
enter  into a share  exchange  with or sell  or  transfer  all or a  substantial
portion of its assets to any  Person.  Notwithstanding  the  provisions  of this
Section  4.7,  Holder  hereby  agrees  that any  merger of  Petro-Log,  Inc.  or
Production  Well Services,  Inc. into Boone Wireline Co., Inc. or the Company is
specifically permitted under this Note.

         IV.8  Compliance  with Laws. The Company will promptly  comply with all
laws, ordinances and governmental rules and egulations to which it is subject.


                                    ARTICLE V

                                  Miscellaneous

         V.1 Consent to  Amendments.  This Note may be amended,  and the Company
may take  any  action  herein  prohibited,  or omit to  perform  any act  herein
required  to be  performed  by it, if and only if the Company  shall  obtain the
written consent to such amendment, action or omission to act from the holders of
a majority of the aggregate principal amount of the Note.

         V.2  Benefits  of Note;  No  Impairment  of  Rights of Holder of Senior
Indebtedness.  Nothing  in this  Note,  express  or  implied,  shall give to any
Person, other than the Company,  Holder, and their successors any benefit or any
legal or equitable right, remedy or claim under or in respect of this Note.

         V.3 Successors  and Assigns.  All covenants and agreements in this Note
contained  by or on behalf of the Company and the Holder shall bind and inure to
the  benefit of the  respective  successors  and  assigns of the Company and the
Holder.

                                      -84-

<PAGE>

         V.4  Restrictions  on Transfer.  Holder  shall not  transfer  this Note
except  (by the grant of a  security  interest)  to its  lender or  lenders.  As
between Holder and its lender or lenders,  this Note is transferable in the same
manner  and with  the same  effect  as in the  case of a  negotiable  instrument
payable to a  specified  person.  Any lender to which  Holder  grants a security
interest in this Note shall be entitled to exercise  all remedies to which it is
entitled by contract or by law, including (without limitation) transferring this
Note into its own name or into the name of any purchaser at any sale  undertaken
in connection with enforcement by such lender of its remedies.

         V.5  Notice;  Address of Parties.  Except as  otherwise  provided,  all
communications to the Company or Holder provided for herein or with reference to
this Note  shall be deemed to have  been  sufficiently  given or served  for all
purposes on the third  business day after being sent as certified or  registered
mail,  postage  and  charges  prepaid,  to the  following  addresses:  if to the
Company:  Black  Warrior  Wireline  Corp.,  3748  Highway  #45 North,  Columbus,
Mississippi  39701 or at any other address  designated by the Company in writing
to Holder;  if to Holder:  St. James Capital  Partners,  L.P., St. James Capital
Corp., 1980 Post Oak Boulevard,  Suite 2030, Houston, Texas 77056, Attn: John L.
Thompson,  or at any  other  address  designated  by Holder  to the  Company  in
writing.

         V.6  Separability  Clause.  In case any provision in this Note shall be
invalid,  illegal or unenforceable in any jurisdiction,  the validity,  legality
and enforceability of the remaining provisions in such jurisdiction shall not in
any way be affected or impaired thereby;  provided,  however,  such construction
does not destroy the essence of the bargain provided for hereunder.

         V.7  Governing  Law.  This Note shall be governed by, and  construed in
accordance  with, the internal laws of the State of Delaware  (without regard to
principles of choice of law).

                                      -85-

<PAGE>

         V.8  Usury.  It is the  intention  of the  parties  hereto  to  conform
strictly to the  applicable  laws of the State of Delaware and the United States
of America,  and judicial or  administrative  interpretations  or determinations
thereof  regarding the contracting  for,  charging and receiving of interest for
the use, forbearance,  and detention of money (referred to as "Applicable Law").
The Holder shall have no right to claim, to charge or to receive any interest in
excess of the maximum rate of interest,  if any, permitted to be charged on that
portion of the amount  representing  principal  which is outstanding  and unpaid
from time to time by Applicable Law.  Determination  of the rate of interest for
the purpose of determining  whether this Note is usurious  under  Applicable Law
shall be made by amortizing,  prorating, allocating and spreading in equal parts
during the period of the actual  time of this Note,  all  interest or other sums
deemed to be interest  (referred to in this Section as  "Interest")  at any time
contracted  for,  charged or received from the Company in  connection  with this
Note. Any Interest  contracted for, charged or received in excess of the maximum
rate allowed by Applicable Law shall be deemed a result of a mathematical  error
and a mistake.  If this Note is paid in part prior to the end of the full stated
term of this Note and the Interest  received for the actual  period of existence
of this Note exceeds the maximum rate allowed by  Applicable  Law,  Holder shall
credit the amount of the excess  against any amount owing under this Note or, if
this Note has been paid in full,  or in the event  that it has been  accelerated
prior to maturity, Holder shall refund to the Company the amount of such excess,
and shall not be subject to any of the penalties  provided by Applicable Law for
contracting  for,  charging or receiving  Interest in excess of the maximum rate
allowed by Applicable Law. Any such excess which is unpaid shall be canceled.

         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed on the date first above written.


                                              BLACK WARRIOR WIRELINE CORP.




                                     By:      /s/ William L. Jenkins, President



                                      -86-

<PAGE>



                                                                       Exhibit 8





                          REGISTRATION RIGHTS AGREEMENT

         THIS   REGISTRATION   RIGHTS  AGREEMENT  (this   "Registration   Rights
Agreement") is made June 5, 1997, by and between Black Warrior Wireline Corp., a
Delaware  corporation (the "Company"),  and St. James Capital Partners,  L.P., a
Delaware limited partnership (the "Purchaser").

         WHEREAS, on the date hereof,  Purchaser loaned the Company money and in
consideration  thereof  acquired  from the Company a 9%  Promissory  Note in the
original  principal  amount  of  $2,000,000  and a 10%  Promissory  Note  in the
original principal amount of $3,000,000;

         WHEREAS,  on the date hereof,  the Purchaser  acquired from the Company
Common Stock  Purchase  Warrants  (collectively,  the  "Warrants")  which may be
exercised to initially acquire 546,000 shares and 120,000 shares,  respectively,
of the Company's  Common  Stock,  par value $.0005 per share  ("Common  Stock"),
subject to adjustment (the "Shares");

         WHEREAS, the Company wishes to grant the Purchaser certain registration
rights in respect of the Shares, as set forth herein.

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
set forth herein, the parties hereby agree as follows:


                                    ARTICLE I

                                   Definitions

         As used in this Agreement,  the following terms shall have the meanings
set forth below:

         I.1 "Commission"  shall mean the Securities and Exchange  Commission or
any other federal agency at the time administering the Securities Act.

         I.2 "Holder" shall mean Purchaser and any transferee of any Warrants or
holder of any Shares issued upon exercise of any Warrants.

         I.3 "Registrable  Securities"  shall mean (i) the Shares;  and (ii) any
Common  Stock  issued or issuable at any time or from time to time in respect of
the Shares upon a stock split, stock dividend, recapitalization or other similar
event  involving  the  Company  until such  Common  Stock 

                                      -87-

<PAGE>

is sold pursuant to a Registration  Statement or the exemption from registration
under Rule 144(k) (or successor Rule) under the Securities Act is available with
respect to the Shares.

         I.4 The terms "register",  "registered",  and "registration" refer to a
registration  effected  by  preparing  and filing a  registration  statement  in
compliance  with the  Securities  Act,  and the  declaration  or ordering by the
Commission of the effectiveness of such registration statement.

         I.5 "Registration Expenses" shall mean all expenses, other than Selling
Expenses  (as defined  below),  incurred by the Company in  complying  with this
Registration Rights Agreement,  including, without limitation, all registration,
qualification and filing fees, exchange listing fees, printing expenses,  escrow
fees,  fees and  disbursements  of counsel  for the  Company,  blue sky fees and
expenses,  the expense of any special audits incident to or required by any such
registration (but excluding the compensation of regular employees of the Company
which shall be paid in any event by the Company).

         I.6 "Securities Act" shall mean the Securities Act of 1933, as amended,
or any similar  federal  statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

         I.7 "Selling Expenses" shall mean all underwriting  discounts,  selling
commissions and stock transfer taxes applicable to the securities  registered by
the Purchaser  and,  except as set forth above,  all fees and  disbursements  of
counsel for the Purchaser.

         I.8  "Underwritten  Public  Offering"  shall mean a public  offering in
which the Common Stock is offered and sold on a firm  commitment  basis  through
one or more underwriters,  all pursuant to an underwriting agreement between the
Company and such underwriters.

                                      -88-

<PAGE>

                                   ARTICLE II

                               Registration Rights

         II.1     Demand Registration.

                  II.1.1 On demand of  Purchaser,  1997,  the Company shall file
with the  Securities  and  Exchange  Commission a shelf  registration  statement
covering  the resale of the Shares on Form S-1,  S-2, or S-3 (the  "Registration
Statement") which shall remain effective for the lesser of: (i) 3 years, or (ii)
until  such  time as the  Holder  does  not  beneficially  own  any  Registrable
Securities.  The Company  shall use its  reasonable  best  efforts to cause such
Registration  Statement to become  effective as soon as practicable and to cause
the Shares to be  qualified in such state  jurisdictions  as the  Purchaser  may
request.
                  II.1.2 Except as set forth herein,  the Company shall take all
reasonable  steps  necessary  to keep the  Registration  Statement  current  and
effective until all Shares have been distributed by the Purchaser  including any
necessary refiling of additional registration statements.

                  II.1.3 The  Company  shall be  entitled  to  require  that the
parties  refrain  from  effecting  any  public  sales  or  distributions  of the
Registrable  Securities  pursuant  to a  Registration  Statement  that  has been
declared effective by the Commission or otherwise,  if the board of directors of
the Company reasonably  determines that such public sales or distributions would
interfere in any material  respect with any  transaction  involving  the Company
that the board of directors reasonably determines to be material to the Company.
The board of directors  shall,  as promptly as  practicable,  give the Purchaser
written notice of any such  development.  In the event of a request by the board
of directors of the Company that the Purchaser refrain from effecting any public
sales or  distributions  of the  Registrable  Securities,  the Company  shall be
required  to  lift  such  restrictions   regarding  effecting  public  sales  or
distributions  of the Registrable  Securities as soon as reasonably  practicable
after  the  board  of  directors  shall  reasonably  determine  public  sales or
distributions by the Purchaser of the Registrable Securities shall not interfere
with such transaction, provided, that in no event shall any requirement that the
Purchasers   refrain  from  effecting  public  sales  or  distributions  in  the
Registrable Securities extend for more than 90 days.

                                      -89-

<PAGE>

         II.2     Piggyback Registration.

                  II.2.1  Subject  to the terms  hereof,  if: (i) at any time or
from time to time the Company or any  shareholder of the Company shall determine
to register any of its securities  (except for  registration  statements on Form
S-8 or relating to employee  benefit plans or exchange  offers),  either for its
own account or the account of a security  holder;  and (ii) the Purchaser is the
beneficial owner of any Registrable  Securities;  the Company will promptly give
to the Purchaser written notice thereof no less than 10 days prior to the filing
of any registration statement; and include in such registration (and any related
qualification under blue sky laws or other compliance),  and in the underwriting
involved therein,  if any, such Registrable  Securities as Purchaser may request
in a writing delivered to the Company within 5 days after Purchaser's receipt of
Company's written notice.

                  II.2.2  The  Purchaser  may   participate  in  any  number  of
registrations  until all of the  Registrable  Securities  held by such Purchaser
have been distributed pursuant to a registration.

                  II.2.3 If any registration statement is an Underwritten Public
Offering,  the right of the Purchaser to  registration  pursuant to this Section
shall be conditioned  upon such  Purchaser's  participation  in such  reasonable
underwriting  arrangements as the Company shall make regarding the offering, and
the inclusion of Registrable  Securities in the underwriting shall be limited to
the extent provided herein. The Purchaser and all other  shareholders  proposing
to distribute their securities  through such  underwriting  shall (together with
the Company and the other holders  distributing  their  securities  through such
underwriting)  enter into an  underwriting  agreement in customary form with the
managing   underwriter   selected   for  such   underwriting   by  the  Company.
Notwithstanding any other provision of this Section, if the managing underwriter
concludes in its reasonable  judgment that the number of shares to be registered
for selling  shareholders  (including the Purchaser) would materially  adversely
effect such offering,  the number of Shares to be registered,  together with the
number of shares of Common Stock or other securities held by other  shareholders
proposed to be registered in such offering, shall be reduced on a pro rata basis
based on the number of Shares  proposed to be sold by the  Purchaser as compared
to the  number  of  shares  proposed  to be  sold  by all  shareholders.  If the
Purchaser  disapproves  of the terms of any such  underwriting,  it may elect to
withdraw   therefrom  by  written   notice  to  the  Company  and  the  managing
underwriter,  delivered  not less than ten days before the effective  date.  The
Registrable  Securities  excluded by the managing  underwriter or withdrawn from
such underwriting  shall be withdrawn from such  registration,  and shall not be
transferred in a public  distribution prior to 120 days after the effective date
of the registration  statement relating thereto, or such other shorter period of
time as the underwriters may require.

                                      -90-

<PAGE>

                  II.2.4  The  Company  shall  have the  right to  terminate  or
withdraw  any  registration  initiated  by it under  this  Section  prior to the
effectiveness of such  registration  whether or not the Purchaser has elected to
include securities in such registration.

         II.3 Expenses of Registration. All Registration Expenses shall be borne
by the Company. Unless otherwise stated herein, all Selling Expenses relating to
securities  registered  on  behalf  of  the  Purchaser  shall  be  borne  by the
Purchaser.

         II.4  Best  Registration  Rights.  If,  on or  after  the  date of this
Registration Rights Agreement,  the Company grants to any person with respect to
any  security  issued by the  Company  or any of its  Subsidiaries  registration
rights  that  provide  for terms that are in any manner  more  favorable  to the
holder of such  registration  rights than the terms granted to the Purchaser (or
if the  Company  amends or  waives  any  provision  of any  Agreement  providing
registration  rights of others or takes any other action  whatsoever  to provide
for terms that are more  favorable to other  holders than the terms  provided to
the Purchaser) then this  Registration  Rights  Agreement  shall  immediately be
deemed amended to provide the Purchaser with any (or all) of such more favorable
terms as the Purchaser shall elect to include herein.

         II.5  Registration  Procedures.  In  the  case  of  each  registration,
qualification   or  compliance   effected  by  the  Company   pursuant  to  this
Registration  Rights  Agreement,  the Company will keep the Purchaser advised in
writing as to the initiation of each registration,  qualification and compliance
and as to the completion thereof.
At its expense, the Company will:
                  II.5.1  Prepare and file with the  Commission  a  registration
statement with respect to such  securities and use its  commercially  reasonable
efforts  to cause such  registration  statement  to become and remain  effective
until  the  distribution  described  in such  registration  statement  has  been
completed;

                  II.5.2 Furnish to each  underwriter such number of copies of a
prospectus,   including  a  preliminary  prospectus,   in  conformity  with  the
requirements of the Securities Act, and such other documents as such underwriter
may  reasonably  request in order to facilitate the public sale of the shares by
such  underwriter,  and promptly  furnish to each  underwriter and the Purchaser
notice of any stop-order or similar notice issued by the Commission or any state
agency charged with the  regulation of  securities,  and notice of any Nasdaq or
securities exchange listing.

                  II.5.3  Use its best  efforts to cause the Shares to be listed
on the Nasdaq SmallCap  Market and each Securities  Exchange on which the Common
Stock is approved for listing.

                                      -91-

<PAGE>

         II.6 Indemnification.

                  II.6.1  To the  extent  permitted  by law,  the  Company  will
indemnify the  Purchaser,  each of its officers and directors and partners,  and
each person  controlling  the Purchaser  within the meaning of Section 15 of the
Securities Act, with respect to which registration,  qualification or compliance
has been effected pursuant to this Agreement, and each underwriter,  if any, and
each person who controls any underwriter within the meaning of Section 15 of the
Securities Act, against all expenses, claims, losses, damages or liabilities (or
actions  in  respect  thereof),  including  any of  the  foregoing  incurred  in
settlement  of any  litigation,  commenced  or  threatened,  to the extent  such
expenses,  claims,  losses,  damages or liabilities arise out of or are based on
any untrue statement (or alleged untrue  statement) of a material fact contained
in any registration  statement,  prospectus,  offering circular or other similar
document,  or  any  amendment  or  supplement  thereto,  incident  to  any  such
registration,  qualification or compliance, or based on any omission (or alleged
omission)  to state  therein a material  fact  required to be stated  therein or
necessary to make the statements therein, in light of the circumstances in which
they  were  made,  not  misleading,  or  any  violation  by the  Company  of the
Securities  Act or any rule or regulation  promulgated  under the Securities Act
applicable   to  the  Company  in   connection   with  any  such   registration,
qualification or compliance,  and the Company will reimburse Purchaser,  each of
its officers and directors and partners,  and each person controlling Purchaser,
each such underwriter and each person who controls any such underwriter, for any
legal  and  any  other   expenses   reasonably   incurred  in  connection   with
investigating, preparing or defending any such claim, loss, damage, liability or
action;  provided,  however, that the indemnity contained herein shall not apply
to amounts paid in settlement of any claim, loss,  damage,  liability or expense
if  settlement  is effected  without the consent of the Company  (which  consent
shall not unreasonably be withheld);  provided,  further,  that the Company will
not be liable in any such case to the extent that any such claim,  loss, damage,
liability  or  expense  arises  out of or is based on any  untrue  statement  or
omission or alleged untrue  statement or omission,  made in reliance upon and in
conformity with written information furnished to the Company by Purchaser,  such
controlling   person  or  such   underwriter   specifically   for  use  therein.
Notwithstanding the foregoing, insofar as the foregoing indemnity relates to any
such untrue  statement  (or alleged  untrue  statement)  or omission (or alleged
omission) made in the  preliminary  prospectus but eliminated or remedied in the
amended  prospectus  on file with the  Commission  at the time the  registration
statement becomes effective or in the final prospectus filed with the Commission
pursuant to the  applicable  rules of the  Commission  or in any  supplement  or
addendum thereto,  the indemnity agreement herein shall not inure to the benefit
of any  underwriter  if a copy of the final  prospectus  filed  pursuant to such
rules,  together with all supplements and addenda thereto,  was not furnished to
the person or entity asserting the loss, liability,  claim or damage at or prior
to the time such furnishing is required by the Securities Act.

                  II.6.2 To the extent  permitted by law, the Purchaser will, if
securities held by the Purchaser are included in the securities as to which such
registration,  qualification  or compliance is

                                      -92-

<PAGE>

being  effected  pursuant to terms hereof,  indemnify  the Company,  each of its
directors and officers,  each underwriter,  if any, of the Company's  securities
covered by such a registration  statement,  each person who controls the Company
or such underwriter  within the meaning of Section 15 of the Securities Act, and
each other person selling the Company's  securities covered by such registration
statement,  each of  such  person's  officers  and  directors  and  each  person
controlling such persons within the meaning of Section 15 of the Securities Act,
against  all claims,  losses,  damages  and  liabilities  (or actions in respect
thereof)  arising out of or based on any untrue  statement  (or  alleged  untrue
statement)  of a material  fact  contained in any such  registration  statement,
prospectus,  offering  circular or other  document,  or any omission (or alleged
omission)  to state  therein a material  fact  required to be stated  therein or
necessary to make the  statements  therein not  misleading,  or any violation by
Purchaser  of any  rule or  regulation  promulgated  under  the  Securities  Act
applicable to Purchaser and relating to action or inaction required of Purchaser
in connection with any such registration,  qualification or compliance, and will
reimburse the Company,  such other persons, such directors,  officers,  persons,
underwriters  or  control  persons  for any legal or other  expenses  reasonably
incurred in connection  with  investigating  or defending any such claim,  loss,
damage, liability or action, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement,  prospectus, offering circular
or other  document in reliance upon and in conformity  with written  information
furnished  to the  Company  by such  Purchaser  specifically  for  use  therein;
provided,  however,  that the  indemnity  contained  herein  shall  not apply to
amounts paid in settlement of any claim, loss,  damage,  liability or expense if
settlement  is effected  without the consent of such  Purchaser  (which  consent
shall  not  be  unreasonably  withheld).   Notwithstanding  the  foregoing,  the
liability of such  Purchaser  under this  subsection  (b) shall be limited in an
amount equal to the net proceeds  from the sale of the shares sold by Purchaser,
unless such liability arises out of or is based on willful conduct by Purchaser.
In  addition,  insofar as the  foregoing  indemnity  relates to any such  untrue
statement (or alleged untrue  statement) or omission (or alleged  omission) made
in the  preliminary  prospectus  but  eliminated  or  remedied  in  the  amended
prospectus on file with the  Commission at the time the  registration  statement
becomes  effective or in the final prospectus filed pursuant to applicable rules
of the  Commission  or in any  supplement  or addendum  thereto,  the  indemnity
agreement  herein  shall  not  inure  to  the  benefit  of  the  Company  or any
underwriter  if a copy of the final  prospectus  filed  pursuant  to such rules,
together  with all  supplements  and addenda  thereto,  was not furnished to the
person or entity asserting the loss,  liability,  claim or damage at or prior to
the time such furnishing is required by the Securities Act.

                  II.6.3 Notwithstanding the foregoing paragraphs (a) and (b) of
this Section,  each party  entitled to  indemnification  under this Section (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom,  provided  that  counsel for the  Indemnifying
Party,  who shall  conduct  the 

                                      -93-

<PAGE>

defense of such claim or litigation,  shall be approved by the Indemnified Party
(whose approval shall not unreasonably be withheld),  and the Indemnified  Party
may participate in such defense at such party's  expense,  and provided  further
that the failure of any  Indemnified  Party to give  notice as  provided  herein
shall not relieve the Indemnifying Party of its obligations under this Agreement
unless  the  failure  to  give  such  notice  is  materially  prejudicial  to an
Indemnifying  Party's ability to defend such action and provided  further,  that
the  Indemnifying  Party  shall not assume the  defense  for matters as to which
there is a  conflict  of  interest  or as to  which  the  Indemnifying  Party is
asserting separate or different  defenses,  which defenses are inconsistent with
the defenses of the Indemnified Party. No Indemnifying  Party, in the defense of
any such claim or litigation, shall, except with the consent of each Indemnified
Party,  consent to entry of any judgment or enter into any settlement which does
not  include as an  unconditional  term  thereof  the giving by the  claimant or
plaintiff to such  Indemnified  Party of a release from all liability in respect
to such claim or litigation.  No Indemnified Party shall consent to entry of any
judgment or enter into any settlement  without the consent of each  Indemnifying
Party.

                  II.6.4 If the indemnification  provided for in this Section is
unavailable to an Indemnified Party in respect of any losses, claims, damages or
liabilities  referred  to  therein,  then each  Indemnifying  Party,  in lieu of
indemnifying  such  Indemnified  Party,  shall  contribute to the amount paid or
payable by such Indemnified Party as a result of such losses, claims, damages or
liabilities  (i) in such  proportion as is  appropriate  to reflect the relative
benefits  received by the Company on the one hand and all shareholders  offering
securities in the offering (the  "Selling  Security  Holders") on the other from
the offering of the Company's securities,  or (ii) if the allocation provided by
clause (i) above is not  permitted by applicable  law, in such  proportion as is
appropriate to reflect not only the relative  benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and the Selling
Security  Holders on the other in  connection  with the  statements or omissions
which resulted in such losses,  claims,  damages or liabilities,  as well as any
other relevant equitable  considerations.  The relative benefits received by the
Company on the one hand and the Selling  Security  Holders on the other shall be
the net proceeds from the offering (before deducting  expenses)  received by the
Company on the one hand and the  Selling  Security  Holders  on the  other.  The
relative fault of the Company on the one hand and the Selling  Security  Holders
on the other shall be determined  by reference  to, among other things,  whether
the untrue or alleged  untrue  statement  of  material  fact or the  omission or
alleged omission to state a material fact relates to information supplied by the
Company or by the Selling  Security  Holders and the parties'  relevant  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission.  The Company and the Selling  Security Holders agree that
it would not be just and equitable if contribution pursuant to this Section were
based solely upon the number of entities from whom contribution was requested or
by any other method of  allocation  which does not take account of the equitable
considerations  referred to above in this Section. The amount paid or payable by
an Indemnified Party as a result of the losses,  claims, damages and liabilities
referred to above in this Section  shall be deemed to include any legal or

                                      -94-

<PAGE>

other expenses  reasonably incurred by such Indemnified Party in connection with
investigating  or defending any such action or claim,  subject to the provisions
hereof.  Notwithstanding  the  provisions of this Section,  no Selling  Security
Holder  shall be required to  contribute  any amount or make any other  payments
under this Agreement which in the aggregate exceed the proceeds received by such
Selling  Security  Holder.  No  person  guilty of  fraudulent  misrepresentation
(within the  meaning of the  Securities  Act) shall be entitled to  contribution
from any person who was not guilty of such fraudulent misrepresentation.

         II.7     Certain Information.

                  II.7.1 The Purchaser  agrees,  with respect to any Registrable
Securities  included  in  any  registration,  to  furnish  to the  Company  such
information regarding Purchaser, the Registrable Securities and the distribution
proposed by the Purchaser as the Company may  reasonably  request in writing and
as shall be required  in  connection  with any  registration,  qualification  or
compliance referred to herein.

                  II.7.2 The failure of the Purchaser to furnish the information
requested  pursuant  to this  Section  shall not  affect the  obligation  of the
Company to the other  Selling  Security  Holders  who furnish  such  information
unless, in the reasonable opinion of counsel to the Company or the underwriters,
such failure impairs or may impair the legality of the Registration Statement or
the underlying offering.

         II.8 Rule 144 Reporting.  With a view to making  available the benefits
of certain rules and regulations of the Commission  which may at any time permit
the sale of Restricted  Securities (used herein as defined in Rule 144 under the
Securities  Act) to the public without  registration,  the Company agrees to use
its best lawful efforts to:

                  II.8.1 Make and keep public  information  available,  as those
terms are understood  and defined in Rule 144 under the  Securities  Act, at all
times during which the Company is subject to the reporting  requirements  of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

                  II.8.2 File with the Commission in a timely manner all reports
and other  documents  required of the Company under the  Securities  Act and the
Exchange Act (at all times during which the Company is subject to such reporting
requirements); and

                  II.8.3 So long as the Purchaser owns any Restricted Securities
(as defined in Rule 144  promulgated  under the  Securities  Act), to furnish to
Purchaser  forthwith  upon request a written  statement by the Company as to its
compliance  with the reporting  requirements of said Rule 144 and with regard to
the  Securities  Act and the Exchange Act (at all times during which the

                                      -95-

<PAGE>

Company is subject to such  reporting  requirements),  a copy of the most recent
annual or quarterly report of the Company,  and such other reports and documents
of the  Company  and  other  information  in  the  possession  of or  reasonably
obtainable by the Company as the Purchaser  may  reasonably  request in availing
itself of any rule or  regulation  of the  Commission  allowing the Purchaser to
sell any such securities without registration.

         II.9  Transferability.  The rights conferred by this Agreement shall be
freely transferable to a recipient of Registrable Securities.

         II.10  Governing Law. This Agreement  shall be governed in all respects
by the laws of the State of Delaware.

         II.11 Entire Agreement;  Amendment. This Agreement constitutes the full
and entire  understanding  and agreement  between the parties with regard to the
subject hereof. This Agreement, or any provision hereof, may be amended, waived,
discharged  or  terminated  upon the  written  consent  of the  Company  and the
Purchaser.

         II.12 Notices,  etc. All notices and other  communications  required or
permitted  hereunder  shall be in writing and shall be mailed by  registered  or
certified mail, postage prepaid,  or otherwise delivered by hand or by messenger
including  Federal Express or similar courier  service,  addressed (a) if to the
Purchaser:  St. James Capital Partners, L.P., _St. James Capital Corp., 5599 San
Felipe,  Suite  301,  Houston,  Texas  77056,  or at such  other  address as the
Purchaser  shall have  furnished  to the  Company in  writing,  or (b) if to the
Company:  to Black Warrior  Wireline  Corp.,  3748 Highway #45 North,  Columbus,
Mississippi  39701, or at such other address as the Company shall have furnished
to the Purchaser. Each such notice or other communication shall for all purposes
of this Agreement be treated as effective upon receipt.

         II.13 Delays or  Omissions.  Except as expressly  provided  herein,  no
delay or omission to exercise any right,  power or remedy  accruing to any party
to this Agreement shall impair any such right, power or remedy of such party nor
shall it be  construed  to be a waiver  of any such  breach  or  default,  or an
acquiescence  therein,  or of or in any  similar  breach or  default  thereafter
occurring;  nor shall any  waiver of any  single  breach or  default be deemed a
waiver of any other breach or default theretofore or thereafter  occurring.  Any
waiver,  permit, consent or approval of any kind or character on the part of any
party of any breach or default under this  Agreement,  or any waiver on the part
of any party of any  provisions  or  conditions  of this  Agreement,  must be in
writing and shall be effective only to the extent specifically set forth in such
writing.  All  remedies,  either  under this  Agreement  or by law or  otherwise
afforded  to  any  party  to  this  Agreement,   shall  be  cumulative  and  not
alternative.

                                      -96-

<PAGE>

         II.14  Counterparts.  This  Agreement  may be executed in any number of
counterparts,  each of which shall be enforceable  against the parties  actually
executing such  counterparts,  and all of which  together  shall  constitute one
instrument.

         II.15  Severability.  In the event that any provision of this Agreement
becomes or is  declared  by a court of  competent  jurisdiction  to be  illegal,
unenforceable  or void,  this Agreement  shall continue in full force and effect
without said provision.

         II.16  Titles and  Subtitles.  The titles  and  subtitles  used in this
Agreement are used for convenience  only and are not considered in construing or
interpreting this Agreement.

                                      -97-

<PAGE>



                          THE COMPANY'S SIGNATURE PAGE

         IN WITNESS WHEREOF,  the Company has executed this agreement  effective
upon the date first set forth above.


                                              BLACK WARRIOR WIRELINE CORP.



                                     By:      /s/ William L. Jenkins, President





                                      -98-

<PAGE>



                         THE PURCHASER'S SIGNATURE PAGE

         IN WITNESS  WHEREOF,  the Purchaser has signed this Agreement as of the
date first written above.


                                ST. JAMES CAPITAL PARTNERS, L.P.

                                By: St. James Capital Corp., its General Partner




                          By:   /s/ John L. Thompson, President




                                      -99-
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 242637}]
{"company-data": {"conformed-name": "BLACK WARRIOR WIRELINE CORP", "cik": "0000839871", "assigned-sic": "1389", "irs-number": "112904094", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-18754", "film-number": "97628060"}, "business-address": {"street1": "3748 HWY 45 N", "city": "COLUMBUS", "state": "MS", "zip": "39705-", "phone": "6013291047"}, "mail-address": {"street1": "3748 HWY 45 N", "city": "COLUMBUS", "state": "MS", "zip": "39705"}, "former-company": {"former-conformed-name": "TELETEK LTD", "date-changed": "19890719"}}
Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported)
                                  JUNE 6, 1997

                          BLACK WARRIOR WIRELINE CORP.
================================================================================
             (Exact name of registrant as specified in its charter)

DELAWARE                             0-18754                         11-2904094
================================================================================
(State or other jurisdiction   (Commission File Number)            (IRS Employer
of incorporation)                                            Identification No.)

               3748 HIGHWAY 45 NORTH, COLUMBUS, MISSISSIPPI 39701
================================================================================
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (601) 329-1047

================================================================================
          (Former name or former address, if changed since last report)
Item 2.  Acquisition or Disposition of Assets
         ------------------------------------
         PWS Acquisition. On June 6, 1997, pursuant to an agreement entered into
on that date,  the Company  acquired all of the issued and  outstanding  capital
stock of Production Well Services,  Inc., a Mississippi corporation ("PWS"). PWS
is engaged in the wireline and oil and gas well  services  business in the south
Mississippi area. The capital stock was acquired from Vernon E. Tew,Jr., Mark R.
Roberts,  E.J.  Wooten,  Chester H. Whatley and William A. Tew, for an aggregate
purchase price of $586,000 which included cash of approximately  $46,000 held by
PWS at the closing,  less any  liabilities  in excess of  $112,500,  and 133,333
shares of the Company's  Common Stock which are to be issued on January 1, 1998.
PWS receivables at the closing of the transaction  were retained by the sellers.
PWS's  operating  assets  include,  among other items,  four wireline trucks and
related  equipment.  All of the trucks and other  equipment  are believed by the
Company to be in good operating condition.

         In  conjunction  with the  transaction,  Mark  Roberts  and  Vernon Tew
entered into three-year employment agreements with PWS which provide for monthly
salaries of $4,000, plus an initial bonus of $20,000.

         The cash  portion  of the  purchase  price  for PWS was paid out of the
proceeds  of  borrowings  from  St.  James  Capital  Partners,   L.P.  completed
concurrently with the PWS acquisition. See Item 5. Other Events.

         Petro-Log  Acquisition.  On  June 9,  1997,  pursuant  to an  agreement
entered into on that date, the Company  acquired  effective June 1, 1997, all of
the issued and outstanding capital stock of Petro-Log,  Incorporated,  a Wyoming
corporation ("Petro-Log").  Petro-Log is engaged in the wireline and oil and gas
well services business in Wyoming,  Montana and South Dakota.  The capital stock
was acquired  from John L. Morton,  Theodore W. Morton and John D. Morton for an
aggregate  consideration  of  $2,137,500,  all of which  was paid in cash at the
closing. Assets of Petro-Log excluded from the transaction included, among other
items, cash and cash equivalents,  real estate and accounts receivable.  All the
liabilities  of Petro-Log  outstanding at the closing time are to be paid by the
selling stockholders.  Petro-Log's operating assets include,  among other items,
seventeen  wireline  trucks  operated out of three  district  offices in Casper,
Riverton and Powell, Wyoming. All of the trucks and other equipment are believed
by the Company to be in good operating condition.

         The  purchase  price  for  Petro-Log  was paid out of the  proceeds  of
borrowings from St. James Capital Partners, L.P. See Item 5. Other Events.
                                                     --------------------

                                      -2-
Item 5.  Other Events.
         ------------
         The  acquisitions  of PWS and Petro-Log were financed with the proceeds
of borrowings from St. James Capital Partners,  L.P. ("St. James").  Pursuant to
an Agreement for Purchase and Sale dated June 6, 1997 (the "Agreement")  between
the Company and St.  James,  the Company  agreed to issue and sell and St. James
agreed to purchase the Company's  promissory notes  aggregating  $5,000,000.  Of
such  amount,   $2,000,000  is  represented  by  the  Company's  9%  Convertible
Promissory Note due June 6, 2002, and $3,000,000 is represented by the Company's
10% Bridge Loan Note due September 4, 1997, subject to extension of the maturity
date to October 4, 1997. The $2,000,000  note is convertible  into shares of the
Company's  Common  Stock at an  initial  conversion  price of $2.75  per  share,
increasing one year after issuance to $3.25 per share and further increasing two
years after issuance to $3.75 per share, subject to anti-dilution adjustment for
certain  issuances  of  securities  by the Company at prices per share of Common
Stock less than the  conversion  price then in effect.  Payment of principal and
interest on both of the notes is  collateralized by substantially all the assets
of the  Company.  The Company is seeking to  refinance  the bridge note with the
proceeds of a senior  secured  loan not yet  obtained.  St.  James has agreed to
subordinate the indebtedness  owing to it to up to $4,000,000 of indebtedness of
the Company to a senior lender out of which,  if borrowed  prior to its maturity
date,  the Bridge Note must be paid,  and up to  $2,000,000  of working  capital
financing.  St.  James was also issued  warrants to  purchase  an  aggregate  of
666,000 shares of Common Stock at an initial  exercise price of $2.75 per share,
increasing one year after issuance to $3.25 per share and further increasing two
years after issuance to $3.75 per share, subject to anti-dilution adjustment for
certain  issuances  of  securities  by the Company at prices per share of Common
Stock less than the  exercise  price then in effect.  The maturity of the Bridge
Note can be extended to October 4, 1997 upon issuance of warrants containing the
same terms to purchase an additional  20,000 shares of Common Stock.  The shares
issuable on  conversion of the note and exercise of the warrants have demand and
piggy-back  registration  rights under the  Securities  Act of 1933. The Company
agreed that one person  designated  by St. James would be nominated for election
to the  Company's  Board of Directors.  The  Agreement  grants St. James certain
preferential  rights to provide  future  financing  to the  Company,  subject to
certain   exceptions.   The  notes  contain  various  affirmative  and  negative
covenants, including a prohibition against the Company consolidating, merging or
entering into a share  exchange with another  person,  with certain  exceptions,
without the consent of St.  James.  Events of default  under the notes  include,
among other  events,  a default  under the other St. James note, a breach of the
Company's covenants, representations and warranties under the Agreement, subject
to certain exceptions, any person or group of

                                      -3-
persons  acquiring 40% or more of the voting power of the Company's  outstanding
shares who was not the owner thereof as of June 6, 1997, a merger of the Company
with  another  person,  its  dissolution  or  liquidation  or a  sale  of all or
substantially all its assets, and certain events of bankruptcy.  In the event of
a default  under  either note,  St.  James could seek to  foreclose  against the
collateral for the notes.

         Of the $5,000,000  proceeds from the sale of the notes,  $2,000,000 was
advanced  concurrently  with the  acquisition of PWS and $3,000,000 was advanced
concurrently  with the  acquisition  of Petro-Log.  In addition to providing the
funds to complete the PWS and Petro-Log acquisitions,  the proceeds will be used
to purchase and improve  equipment,  including  the purchase of four  additional
wireline trucks, and for working capital.

Item 7.  Financial Statements and Exhibits.
         ---------------------------------
         (a)      Financial statements of business acquired.

                  Financial statements of PWS are not required.

                  It is  impracticable  for the Company to provide the  required
financial  statements  for Petro-Log at the time this Current Report on Form 8-K
is filed.  Such financial  statements will be filed as soon as practicable,  but
not  later  than 60 days  after  the date  this  Current  Report  on Form 8-K is
required to be filed.

         (b)      Pro forma financial information.

                  Pro-forma financial statements  reflecting the PWS acquisition
are not required.

                  It is  impracticable  for the Company to provide the  required
pro forma financial information for Petro-Log at the time this Current Report on
Form  8-K is  filed.  Such  pro  forma  information  will  be  filed  as soon as
practicable,  but not later than 60 days after the date this  Current  Report on
Form 8-K is required to be filed.

                                      -4-
(c)      Exhibits

         (1)  Purchase  and Sale  Agreement  dated  June 6, 1997  between  Black
Warrior  Wireline  Corp. and Vernon E. Tew, Jr., Mark R. Roberts,  E.J.  Wooten,
Chester Whatley and William A. Tew.

         (2)  Purchase  and Sale  Agreement  dated  June 9, 1997  between  Black
Warrior  Wireline  Corp.  and John L. Morton,  Theodore W.  Morton,  and John D.
Morton.

         (3)  Agreement  for Purchase and Sale dated June 6, 1997 between  Black
Warrior Wireline Corp. and St. James Capital Partners, L.P.

         (4) $2,000,000 Convertible Promissory Note dated June 6, 1997 issued to
St. James Capital Partners, L.P.

         (5) $3,000,000 Bridge Loan Promissory Note dated June 6, 1997 issued to
St. James Capital Partners, L.P.

         (6)  Warrant  dated June 6, 1997 to purchase  546,000  shares of Common
Stock issued to St. James Capital Partners, L.P.(1)

         (7)  Warrant  dated June 6, 1997 to purchase  120,000  shares of Common
Stock issued to St. James Capital Partners, L.P.(1)

         (8) Registration  Rights Agreement between Black Warrior Wireline Corp.
and St. James Capital Partners, L.P. dated June 6, 1997.

-------------
(1) To be filed by amendment.

                                      -5-
SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                                Black Warrior Wireline Corp.

Dated:  June 20, 1997                  By:      /s/ William L. Jenkins
                                                --------------------------------
                                                  William L. Jenkins, President

                                      -6-
EXHIBIT 1

                           PURCHASE AND SALE AGREEMENT
                           ---------------------------

         Agreement made and entered the 6th day of June,  1997, but effective as
of the 1st day of June,  1997,  (the  "Effective  Date") between and among BLACK
WARRIOR  WIRELINE  CORP,  a Delaware  corporation  with its  principal  place of
business at 3748 Highway 45, North, Columbus,  Mississippi (hereinafter referred
to as  "Purchaser")  and VERNON E. TEW,  JR.,  MARK R.  ROBERTS,  E. J.  WOOTEN,
CHESTER H. WHATLEY and WILLIAM A. TEW (hereinafter referred to as "Sellers") who
are the sole  shareholders  of  PRODUCTION  WELL  SERVICES,  INC., a Mississippi
corporation (hereinafter referred to as the "Corporation").

         WHEREAS,  Purchaser and Sellers are the parties to that certain  Letter
of Intent dated January 28, 1997,  relating to the  acquisition  by Purchaser of
all stock in the Corporation;

         WHEREAS, the parties desire to amend and further record their agreement
and provide for the closing thereof.

         NOW, THEREFORE, the parties agree as follows:

                                I. Sale of Stock
                                ----------------
         Subject to the terms and conditions set forth below, and to the payment
of the  Purchase  Price  set  forth in  paragraph  2  herein,  the  receipt  and
sufficiency of which is hereby acknowledged, Purchaser agrees to buy and Sellers
agree to sell and convey clear and merchantable title to Purchaser of all of the
outstanding stock of Production Well Services,  Inc., a Mississippi  corporation
(hereinafter referred to as the "Corporation"),  free and clear of all liens and
encumbrances,  upon the terms and  conditions set forth below.  Sellers  warrant
that they hold all of the outstanding  stock of the  Corporation,  240 shares of
common stock.

                               II. Purchase Price
                               ------------------
         The  Purchase  Price for the stock to be purchased  hereunder  shall be
allocated  among the Sellers in proportion to their  respective  holdings of the
outstanding stock of the Corporation. There shall be three (3) components of the
Purchase Price for the stock to be purchased hereunder.  The Purchase Price paid
to Sellers shall be an amount  computed  according to the  components  indicated
below in Section 2.1, 2.2 and 2.3.
2.1 A sum payable in cash at Closing,  equal to (1) $540,000,  (2) plus
the sum of all cash and cash  equivalents of the Corporation on hand immediately
prior to Closing,  (3) plus the profit of the  Corporation for the period June 1
through June 6, 1997,  after  deducting all taxes and deducting any receipts for
work  done  June 1 through  June 6,  1997,  which  have  been  collected  by the
Corporation  prior to  Closing  and are thus  included  within the cash and cash
equivalents  referred  to in Section  2.1(2),  above,  (which  profits  shall be
calculated  by the parties and paid by June 30,  1997) and (4) less an amount of
cash or  equivalents  equal  to the  amount  of  debts  and  liabilities  of the
Corporation  immediately prior to Closing that are in excess of $112,500.  It is
specifically  agreed by and between  the Parties  hereto that the sum and amount
described in this Section 2.1 fairly  represents  the value of all assets of the
Corporation  (the  "Operating  Assets")  other than the  receivables,  which are
addressed in Section 2.3, said  Operating  Assets to include all of the business
assets  of the  Corporation  which  Purchaser  expects  to use in its  continued
operation, including, but not limited to:

                  (a) The trade name  Production  Well Services,  Inc., and PWS,
and all  related  trade  names,  trademarks,  emblems and  descriptions  related
thereto;

                  (b) All of the trucks, equipment,  inventory,  customer lists,
books and records, office equipment, shop machinery, testing tools, intellectual
properties  and rights  thereto,  whether or not patented or  patentable,  other
vehicles  and  related  assets,  including,  but not limited  to,  those  assets
described on Exhibit 2.1(b),  attached  hereto and made a part hereof,  together
with all other assets used in the operation of Production Well Services, Inc.

         2.2 On  January 1, 1998  Purchaser  shall  deliver  to Sellers  133,333
shares of stock of the  Corporation,  which  Sellers and  Purchaser  agree has a
value of $400,000  based on a bid price of $3.00 per share on the Closing  Date.
It is the intent of the parties that this portion of the purchase price shall be
treated as an installment  sale under the Internal Revenue Code (the "Code") and
Purchaser  specifically  agrees that it shall not file an election under Section
338 of the Code  with  respect  to this  transaction.  The  Stock  shall  not be
registered  under the  Securities Act of 1933 (the "1933 Act") or the securities
laws of any state or other  jurisdiction.  The Shareholders  understand that the
shares may only be disposed of pursuant to an effective  registration  statement
filed  under the 1933 Act or  pursuant  to an  exemption  from the  registration
requirements   of  the  1933  Act  and  applicable   securities  laws  of  other
jurisdictions.

         2.3 The sum and amount of the actual Net Receivables of the Corporation
for all work done prior to Closing,  when and as  collected  by the  Corporation
following  Closing.  As used  herein the term "Net  Receivables"  shall mean the
gross amount collected by the Corporation for receivables accrued as of Closing,
less: any third party cost of  collection,  such as attorneys  fees,  collection
agency fees,  etc. It is the intent that:  income tax on the Net Receivables has
been accrued

                                      -8-
as a part of liabilities shown on the Closing Financial Statement;  Purchaser is
buying stock;  the parties  understand  that Sellers will receive  capital gains
treatment on this  component of the sales price;  provided that all parties also
acknowledge that if the Internal Revenue Service or state tax authorities should
assert that other than capital  gains  treatment  applies,  no adjustment to the
purchase price will be made.

                  2.3.1 Exhibit 2.3.1 lists and describes all receivables of the
Corporation  for work done prior to Closing.  It is  specifically  agreed by and
between  the  parties  hereto  that the Net  Receivables  to be paid to  Sellers
pursuant to Section 2.3 shall come from this list.

                  2.3.2 On a monthly basis, Purchaser shall provide a summary of
the Net Receivables collected during the preceding month and shall pay over such
Net Receivables to Sellers.

                  2.3.3 As the Closing  Financial  Exhibit  described in Article
III shall include an income tax accrual attributable to the Net Receivables, and
as said accrual  increases the liabilities of the Corporation,  thereby lowering
the cash payment at Closing in Section 2.1, it is specifically  agreed among the
Parties that in the event that any of the Net  Receivables are uncollected as of
December 26, 1997,  Purchaser shall pay Sellers by December 31, 1997, cash in an
amount equal to the tax accrual  attributable to said Net Receivables  that were
uncollected  as of December  26, 1997.  Should said  Receivables  thereafter  be
collected, Purchaser shall retain all amounts collected.

                  III. Closing Financial Conditions and Exhibit
                  ---------------------------------------------
         A Closing  Financial  Exhibit  shall be prepared  by Marcus J.  Martin,
accountant for the Corporation,  of Laurel,  Mississippi.  The Closing Financial
Exhibit shall reflect the liabilities of the Corporation as of the Closing Date,
including  but not limited to, an accrual for income taxes for all periods prior
to Closing.  The accrual for income taxes for all periods prior to Closing shall
include  an  accrual  for  income  taxes  attributable  to the  Net  Receivables
described in Section 2.3, above.

         3.1 Closing of this  transaction is subject to the Corporation  meeting
the following financial conditions:

                  3.1.1 After the  reduction  of the  component  of the Purchase
Price  described in Section 2.1.4 above,  the  Corporation  shall have debts and
liabilities totalling not more than $112,500.

                  3.1.2  Expendable  inventory of the  Corporation on hand as of
the Closing Date shall have a minimum value equal to the inventory  scheduled on
Exhibit 3.1.2 hereof. Compliance

                                      -9-
with this  requirement  shall be verified by  representatives  of Purchaser  and
Sellers immediately prior to Closing.

                  3.1.3  The  Closing   Financial   Exhibit   shall  accrue  all
liabilities  of the  company as of the Closing  Date,  including  liability  for
income  taxes for all periods  prior to Closing,  including  the period from and
after January 1, 1997.

                  3.1.4 Accounts  payable of the Corporation  shall be reflected
in the  Closing  Financial  Exhibit.  Cash  shall be  retained,  and not paid to
Sellers pursuant to Section 2.1 hereof,  in an amount equal to the excess of all
accounts  payable and all other  liabilities of the Corporation as of Closing in
excess of $112,500.

         3.2 In addition to, and without in any way limiting, the warranties and
representations  of Sellers  granted  in  Article  IV hereof,  Sellers do hereby
jointly and severally warrant that the Closing Financial Exhibit provided for in
Section  3.1  hereof is true and  correct.  Sellers  hereby  indemnify  and hold
Purchaser  harmless from any and all liabilities of the Corporation  existing as
of the  Closing  Date  that are in excess of the  liabilities  reflected  on the
Closing Financial Exhibit.  Without in any way limiting the foregoing  warranty,
or the warranties and representations  granted in Article IV hereof, there shall
be a  reconciliation  and restatement of the liabilities of the Corporation made
in December,  1997,  Purchaser and the Corporation  shall furnish Sellers with a
statement as to excess liabilities,  and Sellers shall reimburse the Corporation
for such excess liabilities, if any.

                  IV. Warranties and Representations of Sellers
                  ---------------------------------------------
         Sellers do hereby, jointly and severally, give the following warranties
to Purchaser, which warranties shall survive Closing:

         4.1 The  shares  of  stock in the  Corporation  and all  assets  of the
Corporation  are free and clear of all liens and  encumbrances  except as to the
$112,500 debt referred to in Article 2 hereof.

         4.2 Production  Well Services,  Inc., and the business that it operates
is now, and shall be at Closing,  in  compliance  with all  applicable  laws and
regulations, including without limitation licensing and environmental laws.

         4.3 The financial records and descriptive  information  relating to the
operation of Production Well Services, Inc., previously furnished to Purchasers,
including,  without limitation,  the tax returns,  financial statements,  income
statements and customer lists,  as well as the Closing  Financial  Exhibit,  are
true and correct.

                                      -10-
4.4 The operating assets of Production Well Services, Inc., are in good
and workable condition, ordinary wear and tear excepted.

         4.5 Production Well Services,  Inc., is a corporation,  duly organized,
validly existing and in good standing under the laws of Mississippi, and is duly
qualified  to do  business  and in good  standing  in all  states  in which  its
ownership or leasing of property or the conduct of its  business  requires it to
be so  qualified.  All of the  outstanding  capital  stock  of  Production  Well
Services,  Inc., is validly issued,  fully paid and non-assessable.  All of such
stock is owned by Sellers free and clear of any liens.  No agreements  have been
entered into regarding such stock and, without limiting the foregoing,  there is
no  buy-sell  agreement  or other  agreement  pursuant  to which any party has a
preferential  right to purchase such stock.  Without  limiting the generality of
the  foregoing,  the  Corporation  has no  obligation  to issue any stock to any
person.

         4.6 Sellers'  execution,  delivery or  performance  of this  agreement,
including  without  limitation  the  execution  and  completion of any agreement
contemplated  hereby,  will not violate or conflict  with any  provision  of the
Corporation's Certificate of Incorporation, Bylaws or other corporate documents,
nor will it violate or constitute an event of default, or permit acceleration of
any obligations,  pursuant to any agreement, including, without limitation, debt
agreements, to which the Sellers or the Corporation are a party.

         4.7 The  Corporation  is not  party to any  contracts  calling  for the
Corporation to either provide or acquire goods or services. Without limiting the
generality  of  the  foregoing,   there  has  been  no  contract  or  quotation,
arrangement or understanding  for the future sale of services by the Corporation
which extends beyond thirty (30) days.

         4.8 Other  than the  Employment  Agreements  called  for in  Article IX
hereof,  the  Corporation  is not a party to any  labor  contracts  of any kind,
including,  without limitation,  collective bargaining agreements.  There are no
compensation  plans,  pension,  and  retirement  plans,  bonus and saving plans,
vacation  or sick leave  plans or  policies,  or  disability  plans to which the
Corporation is a party. The Corporation maintains group heath insurance coverage
on 7 of its employees.

         4.9 The  Corporation  has filed all tax returns  and filings  which the
Corporation is required to file with the appropriate  government  agencies,  and
the information set forth in tax returns is true, correct and complete.  Without
limiting the generality of the foregoing,  the 1996 Income Tax Returns (for U.S.
and all required States) have been filed and is correct.

         4.10  There  is no  litigation,  pending  or  threatened,  against  the
Corporation.

                                      -11-
4.11 Since the  inspection of the  Corporation's  Operating  Assets and
inventory  mutually  conducted by Sellers and Purchaser in January,  1997,  such
assets  have been  only used in the  ordinary  course of  business,  and no such
assets have been sold, conveyed, loaned or returned for credit.

                              V. Debts, Liabilities
                              ---------------------
         5.1 The  Corporation  shall be  responsible  for and shall pay only the
debts and liabilities reflected on the Closing Financial Exhibit,  together with
those debts and liabilities  incurred in operation of the business subsequent to
5:00 p.m. on the Closing  Date,  none of which  shall be the  responsibility  of
Sellers.  While this transaction is effective,  for accounting purposes, on June
1, 1997,  Sellers warrant that the debts and liabilities of the Corporation,  as
of the Closing Date, are as shown on the Closing Financial Exhibit.

         5.2 Purchaser  shall not assume or become liable to Sellers,  or to any
other person, firm, corporation or entity, for any liabilities or obligations of
Sellers,  whether  accrued,  absolute,  contingent or otherwise.  Sellers hereby
indemnify the Purchaser and the Corporation from all liabilities and obligations
arising  from  operation  of the  Corporation  prior to 5:00 p.m. on the Closing
Date, other than those reflected on the Closing  Financial  Exhibit,  including,
without  limitation,  any  indebtedness  for borrowed  money,  any liability for
taxes, any liability for goods or services purchased,  sold or rendered,  or any
suit or claim seeking recovery for injury to persons or property  resulting from
any product or service  heretofore  sold or rendered  by the  Corporation,  plus
reasonable attorney fees; provided that such indemnity shall be secondary to any
and all insurance available, including but not limited to insurance purchased by
the Corporation  prior to Closing and insurance  purchased by the Corporation or
Purchaser subsequent to Closing.  Purchaser agrees to indemnify Sellers from and
against any and all claims, damages,  losses,  charges,  liability and expenses,
including  reasonable attorney fees, imposed upon the Sellers but arising out of
or resulting from  Purchaser's  operation of the Corporation from and after 5:00
p.m. on the Closing Date; provided that such indemnity shall be secondary to any
and all insurance available, including but not limited to insurance purchased by
the Corporation  prior to Closing and insurance  purchased by the Corporation or
Purchaser subsequent to Closing.

                                   VI. Closing
                                   -----------

         Closing shall occur on June 6, 1997, Central time (the "Closing Date").
At Closing:

         6.1      Sellers shall deliver to Purchaser the following:

                                      -12-
(i)      the original stock  certificates  covering all of the
                           outstanding stock of the Corporation,  fully endorsed
                           to Purchaser,  together  with an assignment  separate
                           from certificate covering all outstanding stock.

                  (ii)     Certificates of title to all rolling stock.

                  (iii)    appropriate    corporate    authorization    by   the
                           Shareholders  and Board of  Directors  of  Production
                           Well Services,  Inc.,  approving and authorizing this
                           Agreement and all matters contemplated hereby;

                  (iv)     the  Employment  Agreements  described  in Section IX
                           hereof, fully executed by Sellers; and

                  (v)      such other documents and agreements as are reasonably
                           required,  in the opinion of Purchaser's  counsel, to
                           complete the transaction contemplated hereby.

         6.2      At Closing, Purchaser shall deliver to Sellers the following:
                  (i)      The Purchase Price;

                  (ii)     Execution of the Employment Agreements referred to in
                           Section IX;

                  (iii)    such other  documents  and  agreements as are, in the
                           opinion of counsel for Sellers,  reasonably  required
                           to complete the transaction contemplated hereby.

                           VII. Conditions to Closing
                           --------------------------
         This  Agreement  and the  Closing  thereof is subject to the  following
conditions:

         7.1 All  representations  and  warranties  made by the Sellers shall be
true and correct as of the Closing Date;

         7.2 Sellers shall furnish a certificate of good standing for Production
Well Services, Inc., in the State of Mississippi.

         7.3 Sellers shall furnish a Phase I  Environmental  Report covering the
Corporation's  facilities  in Laurel,  Mississippi,  showing  same to be free of
environmental hazards.

                                      -13-
7.4 Sellers shall furnish the complete  results,  including copies of a
Form UCC-11 Search for financing  statements relating to the Corporation and all
of its  assets,  showing  no liens  other than those  reflected  on the  Closing
Financial Exhibit.
                           VIII. Access to Information
                           ---------------------------
         8.1 Prior to Closing.  Prior to Closing,  Purchaser shall have full and
complete access to the Operating  Assets,  along with all offices and facilities
of the Corporation and to the Corporation'  books and records for the purpose of
reviewing same in connection with the transaction  contemplated  hereby.  Should
the  transaction  contemplated  hereby  not  close  for any  reason  whatsoever,
Purchaser  agrees to maintain the  confidentiality  of all information  gathered
during its evaluation of the Corporation'  business and the Corporation' assets,
unless Purchaser is legally obligated to disclose any such information.

         8.2 Continued Access to Records.  Purchaser shall preserve for a period
of three (3) years after the date of Closing the  financial or other records and
documents  pertaining  to the  business  and will  grant  Sellers  such right of
reasonable  access to such  records as may be needed by Sellers  with respect to
any matters  pertaining  thereto.  When  requested by Sellers,  Purchaser  shall
provide, at Seller' expense, originals or copies of specified documents.

                  IX. Employment and Non-Competition Agreements
                  ---------------------------------------------
         At or prior to  Closing,  the  Corporation  and Mark  Roberts,  and the
Corporation  and Vernon E. Tew,  Jr.,  shall  enter into  Employment  Agreements
substantially  in the form of Exhibit 9 attached  hereto and made a part hereof,
calling for their  continued  employment by the  Corporation,  which  Employment
Agreements shall include a non-competition agreement, prohibiting competition in
the states of Mississippi  and Alabama,  which area is deemed  reasonable by the
parties  considering the prior business of Production  Well Services,  Inc., and
the business of Purchaser.

                                X. No Assignment
                                ----------------
         Neither  this  Agreement,   nor  any  right,   interest  or  obligation
hereunder,  may be assigned by either of the  parties  hereto  without the prior
written  consent of the other  party(s),  except that  Purchaser may assign this
Agreement,  in whole or in part, to its  subsidiary  Boone  Wireline Co.,  Inc.,
provided  that no such  assignment  shall relieve  Purchaser of any  obligations
created hereunder.

                            XI. Multiple Counterparts
                            -------------------------
         Any number of counterparts of this Agreement may be executed,  and each
such  counterpart  shall be deemed to be an  original  instrument,  but all such
counterparts  together shall constitute but one and the same agreement,  binding
on both the parties notwithstanding that both

                                      -14-
parties have not signed the same counterpart.

                               XII. Modifications
                               ------------------
         This Agreement  contains the entire agreement between the parties,  and
there shall be no waiver,  modification or change of the terms of this Agreement
without the written approval of the parties hereto.

                                 XIII. Captions
                                 --------------
         The titles of the  Articles  and  Paragraphs  and the  captions of this
Agreement have been assigned  thereto for  convenience and reference only and in
no way  define,  describe,  extend,  or limit,  nor be  construed  as  limiting,
defining or affecting the substantive terms, scope or intent of this Agreement.

                  XIV. Entire Agreement, Integration, Amendment
                  ---------------------------------------------
         This  Agreement,  together  with  the  accompanying  Exhibits  attached
hereto, constitutes the entire agreement among the parties hereto, as a complete
and final integration  thereof.  All understandings and agreement heretofore had
between  and  among the  parties  with  respect  to the  subject  matter of this
Agreement  are merged into this  Agreement,  which  alone  fully and  completely
expresses  their  understandings,   and  this  Agreement  supersedes  all  prior
memoranda, correspondence, conversations and negotiations.

         There have been and are no  agreements,  representations  or warranties
between the parties other than those set forth or provided herein.

         No  representation or warranty made by any party which is not contained
in this  Agreement  or  expressly  referred  to herein has been relied on by any
party in entering into this Agreement.

                                   XV. Notices
                                   -----------
         All notices,  requests,  demands,  and other  communications  hereunder
shall be in writing  and shall be deemed to have been duly  given and  delivered
upon personal delivery or, if mailed,  upon depositing such notice in the United
States mail, with first class postage prepaid, and

                           (i)      If to the Purchaser, to:

                                    Black Warrior Wireline Corp
                                    3748 Highway 45, N

                                      -15-
Post Office Box 9188
                                    Columbus, Mississippi  39705
                                    Attn:   William L. Jenkins

                           (ii)     If to the Sellers, to:

                                    c/o Mark R. Roberts
                                    PO Box 61
                                    Mize, MS 39116
Any party may change the address to which  notices are to be  delivered  to such
party, by notice given in accordance with this subparagraph to the other party.

                               XVI. Governing Law
                               ------------------
         The  laws of the  State  of  Mississippi  shall  govern  the  validity,
construction, and interpretation of this Agreement.

                               XVII. Miscellaneous
                               -------------------

         17.1 Gender, Number. All personal pronouns used in this Agreement shall
include all genders, whether used in the masculine,  feminine, or neuter gender.
Singular nouns and pronouns shall include the plural, as may be appropriate, and
vice versa.

         17.2 Severability. All of the terms, provisions, and conditions of this
Agreement  shall be deemed to be  severable in nature.  If, for any reason,  the
provisions  hereof are held to be invalid or unenforceable to any extent, to the
extent that such  provisions  are valid and  enforceable,  a court of  competent
jurisdiction  shall construe and interpret this Agreement to provide for maximum
validity and enforceability of this Agreement.

         17.3 Successors. This Agreement shall bind the parties and their heirs,
successors, assigns, next of kin, and personal representatives.

         17.4  Construction.  This Agreement  shall be construed in its entirety
according to its plain meaning and shall not be construed  against the party who
provided or drafted it.

         17.5 Party.  The terms  party and parties  refer to the parties to this
Agreement, unless otherwise stated.

                                      -16-
17.6  Subdivision.  References to paragraphs,  subparagraphs,  and like
subdivisions  are  references to such  subdivisions  of this  Agreement,  unless
otherwise stated.

         17.7 Hereof. Terms such as "hereof", "hereto",  "hereunder",  "herein",
and the like refer to the entire  Agreement and not only to the  subdivision  in
which such terms appear.

               XVIII. Warranties and Representations of Purchaser
               --------------------------------------------------

         18.1 Purchaser  acknowledges that it has inspected the operating assets
of the  Corporation  and will  accept  possession  of such  assets  without  any
warranties or representations  as to the condition by the Corporation.  In other
words,in  purchasing the stock of the  Corporation,  Purchaser is accepting such
operating assets "as-is, where-is".

         18.2 Purchaser is a corporation  validly  existing and in good standing
under the laws of the State of Delaware and is qualified to transact business in
the State of  Mississippi.  Purchaser  has all requisite  corporation  power and
authority to execute and deliver this  Agreement and to perform its  obligations
hereunder.

         18.3 The  execution,  delivery and  performance  of this Agreement have
been duly authorized by Purchaser's  Board of Directors,  which  constitutes all
necessary  corporate action on the part of Purchaser for such due authorization.
This Agreement has been duly executed and delivered by Purchaser and constitutes
and valid and legally binding obligation of Purchaser.  The execution,  delivery
and performance of this Agreement by Purchaser in accordance with its terms will
not conflict  with or result in any  violation or default under any provision of
the  Certificate of  Incorporation  or Bylaws of Purchaser,  or of any mortgage,
lease, agreement,  instrument,  permit,  franchise,  license,  judgment,  order,
decree,  law rule or regulation  applicable  to  Purchaser.  Except as otherwise
contemplated by this Agreement, no consent,  approval, order or authorization of
or  registration,  declaration  or filing with,  any  governmental  authority is
required on the part of Purchaser in connection  with the execution and delivery
of this Agreement or the consummation of the transactions contemplated hereby.

                                      -17-
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
effective on the day and date first above written.

                                               PURCHASER:

WITNESS:                                       BLACK WARRIOR WIRELINE CORP.

-------------------------------------      BY: /s/ William L. Jenkins, President

                                               SELLERS:
WITNESS:

                                               /s/ Vernon E. Tew, Jr.

WITNESS:

-------------------------------------          /s/ Mark R. Roberts

WITNESS:

-------------------------------------          /s/ E.J. Wooten

WITNESS:

-------------------------------------          /s/ Chester H. Whatley

WITNESS:

-------------------------------------          /s/ William A. Tew
                                               WILLIAM A. TEW

                                      -18-
EXHIBIT 2

                           PURCHASE AND SALE AGREEMENT
                           ---------------------------

         Agreement made and entered the 9th day of June, 1997, between and among
BLACK WARRIOR WIRELINE CORP, a Delaware  corporation with its principal place of
business at 3748 Highway 45, North, Columbus,  Mississippi (hereinafter referred
to as  "Purchaser")  and JOHN L.  MORTON,  THEODORE W. MORTON and JOHN D. MORTON
(hereinafter  referred  to as  "Sellers")  who  are  the  sole  shareholders  of
PETRO-LOG,  INCORPORATED,  a Wyoming corporation (hereinafter referred to as the
"Corporation").

         WHEREAS,  Purchaser and Sellers are the parties to that certain  Letter
of Intent dated March 26, 1997,  relating to the acquisition by Purchaser of all
stock in the Corporation;

         WHEREAS, the parties desire to amend and further record their agreement
and provide for the closing thereof.

         NOW, THEREFORE, the parties agree as follows:

                                I. Sale of Stock
                                ----------------
         Subject to the terms and conditions set forth below, and to the payment
of the  Purchase  Price  set  forth in  paragraph  2  herein,  the  receipt  and
sufficiency of which is hereby acknowledged, Purchaser agrees to buy and Sellers
agree to sell and convey clear and merchantable title to Purchaser of all of the
outstanding  stock  of  Petro-Log,  Inc.,  a  Wyoming  corporation  (hereinafter
referred to as the "Corporation"), free and clear of all liens and encumbrances,
upon the terms and  conditions set forth below.  Sellers  warrant that they hold
all of the outstanding stock of the Corporation, 40 shares of common stock.

                               II. Purchase Price
                               ------------------
         The Purchase  Price for the stock to be  purchased  shall be the sum of
$2,137,500,  payable in cash at Closing,  for all assets of the corporation (the
"Operating  Assets") the Operating  Assets to include all of the business assets
of the Corporation  which Purchaser  expects to use in its continued  operation,
including, but not limited to:

                  (a) The trade name Petro-Log, Incorporated, and Petro-Log, and
all related trade names, trademarks, emblems and descriptions related thereto;
(b) All of the assets of the Corporation used or useful in the
Wireline  business,  whether or not in currently  useable  condition,  including
Wireline Trucks,  Perforating Trucks, Grease  Injection/Mast/Crane  Trucks; Tool
Trucks;   Tool  Trailers;   Forklifts;   Pressure  Control  Equipment;   Logging
Electronics and Tools; Gun Inventory; Perforating Lines; Related Equipment; Shop
Equipment;  Neutron Sources;  and radioactive  materials  including  calibration
sources;  intellectual properties and rights thereto, whether or not patented or
patentable,  including the assets described on Exhibit 2(b), attached hereto and
made a part hereof,  except for those assets  specifically  described in Section
III below.

                  (c) To the extent not covered by Section II (b), above, all of
the remaining assets of the Corporation used or useful in the Wireline business,
other  than  those  assets  excepted  in this  Section  II (c) and those  assets
specifically described in Section III below, including:

                           (i) the well logs,  but not  including  the five file
cabinets at Casper containing the well logs;

                           (ii) the contents of the  wireline  building and shop
located at 320 North Crescent, Casper, Wyoming, plus all cable, wireline, tools,
fittings,  line,  pipe,  and  other  materials,  whether  in  currently  useable
condition or not,  stored around said building and shop which are used or useful
in the wireline  business,  but not including the tools listed on Exhibit II (c)
(ii) hereto;

                           (iii)  all of the  equipment  used or  useful  in the
Wireline  business and  currently  stored in the fenced area behind the building
and shop located at 372 North Crescent,  Casper,  Wyoming,  whether in currently
useable condition or not,  including but not limited to: Wireline trucks and any
parts therefore, mast truck(s), wireline tools, fittings, line, and spools.

                           (iv) the contents of the wireline building,  shop and
yard currently occupied by the Corporation, located at Riverton, Wyoming;

                           (v) the contents of the wireline  building,  shop and
yard currently occupied by the Corporation, located at Evanston, Wyoming;

                           (vi) the contents of the wireline building,  shop and
yard currently occupied by the Corporation, located at Powell, Wyoming;

                           (vi) the Books, as that term is defined in Article IX
hereof,  provided  that the issues of  possession,  access to and copying of the
Books shall be subject to the provisions of Article IX hereof;
(vii) any wireline  trucks and  equipment of any kind
or character  owned by the  Corporation  located at a place other than described
above, such as a repair shop, on a jobsite, on loan, etc; and

                           (viii)  the  phone  numbers  (307)  234-2433,   (307)
234-2599,  (800)  524-4562,  together with the phone numbers used at the Powell,
Riverton and Evanston  locations of the  Corporation.  Additionally,  during the
transition period the fax number (307) 265-5299 shall be shared by Purchaser and
Seller, following which time Purchaser shall obtain a new fax number.

                           (ix) the indoor  explosives  magazines located in the
Powell, Riverton,  Evanston and Casper locations. Seller will retain all outdoor
explosives magazines

         As additional consideration, Purchaser at the time of closing shall pay
the entire fee of Superior Auctioneers and Marketing, Inc.

                    III. Pre-Closing Distributions to Sellers
                    -----------------------------------------
         Immediately prior to Closing,  the Corporation shall distribute certain
items to Sellers, as follows:

         3.1 All cash and cash equivalents, other than those amounts retained as
needed to satisfy the requirements of Article 4 hereof.

         3.2      All real estate.

         3.3      All receivables accrued prior to Closing.

         3.4      All accounts payable accrued prior to Closing.

         3.5      The explosives inventory of the Corporation.

         3.6      The tools listed on Exhibit II (c) (ii) hereto.

         3.7 Certain  miscellaneous assets of the Corporation,  not described as
being included in this sale in Article II hereof,  and not used or useful in the
wireline  business,  including the office equipment  located in the building and
shop located at 372 North Crescent, Casper, Wyoming, and the antique vehicles.

         From and after Closing, Purchaser will execute, acknowledge and deliver
such further conveyances, transfers, releases and acquittals as may be necessary
or appropriate to convey to Sellers the assets described in Sections 3.1 through
3.7, above.
IV. Closing Financial Conditions and Exhibit
                  --------------------------------------------
         A Closing  Financial  Exhibit  shall be prepared  by Porter,  Muirhead,
Cornia & Howard,  accountants  for the  Corporation,  of  Casper,  Wyoming.  The
Closing Financial Exhibit shall reflect the liabilities of the Corporation as of
the Closing Date,  including but not limited to, an accrual for income taxes for
all periods prior to Closing. The Closing Financial Exhibit shall also state the
amount of cash that shall remain in the  Corporation  to satisfy  obligations of
the  Corporation  in excess of $ 0 , this  amount  of cash to be  determined  by
mutual agreement of the Purchaser and the Sellers prior to Closing.

         4.1 Closing of this  transaction is subject to the Corporation  meeting
the following financial conditions:

                  4.1.1  Except  as  mutually  agreed in the  Closing  Financial
Exhibit,  the Corporation  shall have debts totalling not more than $ 0 , except
for the income tax liabilities as provided for in Section 4.1.3.

                  4.1.2  Expendable  inventory of the  Corporation on hand as of
the Closing Date shall have a minimum value equal to the inventory  scheduled on
Exhibit  4.1.2 hereof.  Compliance  with this  requirement  shall be verified by
representatives of Purchaser, notifying Sellers immediately prior to Closing.

                  4.1.3  The  Closing   Financial   Exhibit   shall  accrue  all
liabilities  of the  company as of the Closing  Date,  including  liability  for
income  taxes for all periods  prior to Closing,  including  the period from and
after April 1, 1997. Cash in an amount equal to the accrued income tax liability
shall be retained by the Corporation and not distributed to Sellers  pursuant to
Article 3 hereof.

                  4.1.4 The Corporation,  immediately prior to Closing, will pay
all accrued vacation,  salary and job bonus benefits to its employees  effective
through  the  close  of  business  on the  date of  Closing.  It is  agreed  and
understood the  Corporation's  existing  business  checking account and existing
signature  authorization  shall survive the date of Closing to allow clearing of
outstanding checks,  including,  but not limited to, payroll taxes,  Federal and
State.

         4.2 In addition to, and without in any way limiting, the warranties and
representations  of  Sellers  granted  in  Article V hereof,  Sellers  do hereby
jointly and severally warrant that the Closing Financial Exhibit provided for in
Section  4.1  hereof is true and  correct.  Sellers  hereby  indemnify  and hold
Purchaser  harmless from any and all liabilities of the Corporation  existing as
of the  Closing  Date  that are in excess of the  liabilities  reflected  on the
Closing Financial Exhibit.  Without in any way limiting the foregoing  warranty,
or the warranties and representations  granted in Article V hereof,  there shall
be a  reconciliation  and restatement of the liabilities of the Corporation made
in December, 1997. Purchaser and the Corporation shall furnish Sellers with
a  statement  as  to  excess  liabilities,   and  Sellers  shall  reimburse  the
Corporation for such excess liabilities, if any.

                  V. Warranties and Representations of Sellers
                  --------------------------------------------
         Sellers do hereby, jointly and severally, give the following warranties
to Purchaser, which warranties shall survive Closing:

         5.1 The  shares  of  stock in the  Corporation  and all  assets  of the
Corporation are free and clear of all liens and encumbrances.

         5.2  Petro-Log,  Inc.,  and the  business  that it operates is now, and
shall be at Closing,  in compliance  with all applicable  laws and  regulations,
including without limitation licensing and environmental laws.

         5.3 The financial records and descriptive  information  relating to the
operation of Petro-Log,  Inc.,  previously  furnished to Purchasers,  including,
without limitation, the tax returns, financial statements, income statements and
customer lists, as well as the Closing Financial Exhibit, are true and correct.

         5.4 The operating  assets of Petro-Log,  Inc., are in good and workable
condition, ordinary wear and tear excepted.

         5.5 Petro-Log, Inc., is a corporation, duly organized, validly existing
and in good  standing  under the laws of Wyoming,  and is duly  qualified  to do
business and in good standing in all states in which its ownership or leasing of
property or the conduct of its business  requires it to be so qualified.  All of
the outstanding capital stock of Petro-Log,  Inc., is validly issued, fully paid
and non-assessable.  All of such stock is owned by Sellers free and clear of any
liens.  No agreements  have been entered into regarding such stock and,  without
limiting  the  foregoing,  there is no  buy-sell  agreement  or other  agreement
pursuant to which any party has a  preferential  right to  purchase  such stock.
Without  limiting  the  generality  of the  foregoing,  the  Corporation  has no
obligation to issue any stock to any person.

         5.6 Sellers'  execution,  delivery or  performance  of this  agreement,
including  without  limitation  the  execution  and  completion of any agreement
contemplated  hereby,  will not violate or conflict  with any  provision  of the
Corporation's Certificate of Incorporation, Bylaws or other corporate documents,
nor will it violate or constitute an event of default, or permit acceleration of
any obligations,  pursuant to any agreement, including, without limitation, debt
agreements, to which the Sellers or the Corporation are a party.

         5.7 The  Corporation  is not  party to any  contracts  calling  for the
Corporation to either provide or acquire goods or services. Without limiting the
generality of the foreoing, there has
been no contract or quotation,  arrangement or understanding for the future sale
of services by the Corporation which extends beyond thirty (30) days, except for
the outstanding quotes and proposals scheduled on Exhibit 5.7, hereto.

         5.8  Other  than the  Employment  Agreements  called  for in  Article X
hereof,  the  Corporation  is not a party to any  labor  contracts  of any kind,
including,  without limitation,  collective bargaining agreements.  There are no
compensation  plans,  pension,  and  retirement  plans,  bonus and saving plans,
vacation  or sick leave plans or policies  (except as  disclosed  on Exhibit 5.8
hereto),  or disability  plans to which the Corporation is a party.  The accrued
vacation for each employee is scheduled on Exhibit 5.8 hereto.  The  Corporation
maintains group heath insurance coverage on none of its employees.

         5.9 The  Corporation  has filed all tax returns  and filings  which the
Corporation is required to file with the appropriate  government  agencies,  and
the information set forth in tax returns is true, correct and complete.  Without
limiting the generality of the foregoing,  the 1996 Income Tax Returns (for U.S.
and all required States) have been filed and is correct.

         5.10  There  is no  litigation,  pending  or  threatened,  against  the
Corporation.

         5.11 Since the  inspection  of the  Corporation's  Operating  Assets as
listed on Exhibit 2(b) and inventory mutually conducted by Sellers and Purchaser
in March,  1997,  such  assets  have been  only used in the  ordinary  course of
business,  and no such assets have been sold,  conveyed,  loaned or returned for
credit.

         5.12 The 1985 Freightliner  Wireline Unit stored at the airport,  Truck
number PLT-4,  shall be in good working order.  This unit shall be considered in
good working order if  White-Freightliner  agrees to honor the warranty,  or, if
the warranty is not honored, then Sellers shall take such steps as are necessary
to put the unit in good working order.

                             VI. Debts, Liabilities
                             ----------------------
         6.1  Prior  to  Closing,  Sellers  shall  pay  all  of  the  debts  and
liabilities  incurred in connection with operation of the  Corporation  prior to
12:00 midnight on the Closing Date, except the liability for current-year income
taxes, to the extent provided in Section 4.1.3 hereof.  The Corporation shall be
responsible  for and shall pay only the debts and  liabilities  reflected on the
Closing Financial Exhibit, together with those debts and liabilities incurred in
operation of the business subsequent to 12:00 midnight on the Closing Date, none
of which shall be the responsibility of Sellers.

         6.2 Purchaser  shall not assume or become liable to Sellers,  or to any
other person, firm, corporation or entity, for any liabilities or obligations of
Sellers,  whether  accrued,  absolute,  contingent or otherwise.  Sellers hereby
indemnify the Purchaser from all liabilities and
obligations arising from operation of the Corporation prior to 12:00 midnight on
the Closing Date, other than those reflected on the Closing  Financial  Exhibit,
including,   without  limitation,  any  indebtedness  for  borrowed  money,  any
liability for taxes (other than deferred income taxes),  any liability for goods
or services purchased,  sold or rendered,  or any suit or claim seeking recovery
for  injury to  persons  or  property  resulting  from any  product  or  service
heretofore sold or rendered by the Corporation,  plus reasonable  attorney fees;
provided  that  such  indemnity  shall  be  secondary  to any and all  insurance
available,  including but not limited to insurance  purchased by the Corporation
prior to  Closing  and  insurance  purchased  by the  Corporation  or  Purchaser
subsequent to Closing.  The indemnities of this Section 6.2 shall cover, but not
be limited to (i) all environmental liabilities associated with the operation of
the Corporation prior to Closing, including without limitation the operations at
the Corporation's facilities located at Casper,  Evanston,  Powell and Riverton,
Wyoming, (ii) all environmental liabilities associated with the operation of the
Corporation  at Powell,  Wyoming  from  Closing  until  delivery  of the Phase I
Environmental  Survey  called  for  in  Section  8.3.3,  hereof,  and  (ii)  all
environmental  liabilities  associated  with the operation of the Corporation at
320 North Crescent, Casper, Wyoming from and after Closing.

         6.3 Purchaser agrees to indemnify  Sellers from and against any and all
claims, damages, losses, charges,  liability and expenses,  including reasonable
attorney  fees,  imposed upon the Sellers but arising out of or  resulting  from
Purchaser's  operation of the  Corporation  from and after 12:00 midnight on the
Closing  Date;  provided that such  indemnity  shall be secondary to any and all
insurance  available,  including  but not limited to insurance  purchased by the
Corporation  prior to Closing and  insurance  purchased  by the  Corporation  or
Purchaser subsequent to Closing.

         6.4 Sellers shall be  responsible  for  insurance  coverage and premium
payments  for  the  existing  Company's  insurance  policies  including  general
liability,  vehicle,  inland marine,  property and casualty,  umbrella,  Wyoming
Workers  Compensation,  unemployment,  etc.,  through the date of  Closing.  All
unearned premiums,  refunds, credits and/or other equities under any or all such
policies  shall be the sole  property  of  Sellers  and shall  survive  Closing.
Purchaser,  at Closing or subsequent  thereto,  will endorse  and/or execute all
documents  as may be  necessary  or  appropriate  to perfect  Seller's  right to
collect such credits, refunds and/or equities.

                                  VII. Closing
                                  ------------
         Closing  shall occur on June 9, 1997,  effective  at midnight  Mountain
time (the "Closing Date"). At Closing:

         7.1      Sellers shall deliver to Purchaser the following:
(i)      the original stock  certificates  covering all of the
                           outstanding stock of the Corporation,  fully endorsed
                           to Purchaser,  together  with an assignment  separate
                           from certificate covering all outstanding stock.

                  (ii)     Certificates of title to all rolling stock.
                  (iii)    appropriate    corporate    authorization    by   the
                           Shareholders  and Board of  Directors  of  Petro-Log,
                           Inc.,  approving and  authorizing  this Agreement and
                           all matters contemplated hereby;

                  (iv)     the  Employment  Agreements  described  in Section 10
                           hereof, fully executed by Sellers; and

                  (v)      A lease to the  Corporation,  covering  the  facility
                           located at Riverton,  Wyoming,  a temporary  lease on
                           the  facilities   located  at  Casper  and  Evanston,
                           Wyoming.

                  (vi)     such other documents and agreements as are reasonably
                           required,  in the opinion of Purchaser's  counsel, to
                           complete the transaction contemplated hereby.

         7.2      At Closing, Purchaser shall deliver to Sellers the following:
                  (i)      The  Purchase  Price  by  Wire  Transfer  to  Hilltop
                           National Bank, Casper, Wyoming.

                  (ii)     Execution of the Employment Agreements referred to in
                           Section 10;

                  (iii)    Execution  of the leases and  sublease  described  in
                           Section 7.1 (v), above.

                  (iv)     such other  documents  and  agreements as are, in the
                           opinion of counsel for Sellers,  reasonably  required
                           to complete the transaction contemplated hereby.

                           VIII. Conditions to Closing
                           ---------------------------
         This  Agreement  and the  Closing  thereof is subject to the  following
conditions:

         8.1 All  representations  and  warranties  made by the Sellers shall be
true and correct as of the Closing Date;

         8.2 Sellers shall furnish a certificate of good standing for Petro-Log,
Inc., in the State of Wyoming.
8.3 Sellers shall furnish a Phase I  Environmental  Report covering the
Corporation's facilities in Casper, Evanston, Powell and Riverton,  Wyoming, and
Dickenson, North Dakota, showing same to be free of environmental hazards.

                  8.3.1  The  cost  of a Phase I  Environmental  Survey  for the
facilities  at  Riverton  will be paid  for by  Sellers.  This  survey  has been
completed,  and discloses several recommended remediation matters, which Sellers
shall complete at their expense following closing.

                  8.3.2  The  cost  of a Phase I  Environmental  Survey  for the
facilities at Casper,  Dickenson  and Evanston will be shared  equally by Seller
and  Purchaser.  These surveys will be completed  within thirty (30) days of the
date of Closing.

                  8.3.3 It is  anticipated  that the landlord of the facility at
Powell will pay for the Phase I Environmental  Survey for this location,  but if
not,  this survey  shall be paid for by Sellers.  This survey will be  completed
within 30 days following closing.

         8.4 Sellers shall furnish the complete  results,  including copies of a
Form UCC-11 Search for financing  statements relating to the Corporation and all
of its  assets,  showing  no liens  other than those  reflected  on the  Closing
Financial Exhibit.

                            IX. Access to Information
                            -------------------------
         9.1 Prior to Closing.  Prior to Closing,  Purchaser shall have full and
complete access to the Operating  Assets,  along with all offices and facilities
of the Corporation and to the Corporation'  books and records for the purpose of
reviewing same in connection with the transaction  contemplated  hereby.  Should
the  transaction  contemplated  hereby  not  close  for any  reason  whatsoever,
Purchaser  agrees to maintain the  confidentiality  of all information  gathered
during its evaluation of the Corporation'  business and the Corporation' assets,
unless Purchaser is legally obligated to disclose any such information.

         9.2  Continued Access to Records.
         ---  ----------------------------

                  9.2.1 At Closing and for five years thereafter. From and after
closing  the  corporate,  financial  and  other  records  and  documents  of the
Corporation  prior to closing,  not otherwise  provided for herein (the "Books")
shall be freely  available  during normal  business  hours of 8:00 am to 5:00 pm
local time for  inspection,  use and  copying  (including  offsite  copying)  by
Sellers and Purchaser.  Physical  possession,  storage and copying of such books
and records shall be as described in subsections (i) through (iii) below.

                           (i) The  Corporate  Records,  such as the Articles of
Incorporation,  Bylaws,  Shares, Share Records, and Minutes of all kind shall be
in the possession and storage of
Purchaser.  Purchaser  shall  make a copy of same  and  deliver  same to John L.
Morton, for Sellers, within 21 days following closing.

                           (ii) the  business  records of all kinds,  financial,
bookkeeping and accounting records of the Corporation shall be maintained in the
possession and storage of Sellers for a period of five years following  closing,
at which time same shall be tendered to  Purchaser  for  delivery to  Purchaser.
Sellers  shall make a copy of the records  described  on Exhibit  9.2.1 (ii) and
deliver same to Purchaser, such copying to be completed within 45 days following
closing,  provided  that Sellers  shall more  quickly copy and deliver  selected
records as  requested  by  Purchaser.  Sellers  shall,  from time to time in the
future,  execute  and  deliver  to the  accountants  for  the  Corporation  such
instructions  and consents as are required for Purchaser to obtain access to any
records of such accountants relating to the Corporation.

         9.3  Continued  Assurances.  Purchaser  and  Seller  will do,  execute,
acknowledge and deliver, all and every such further acts, conveyances,  transfer
orders, notices,  releases and acquittances and such other instruments as may be
necessary or appropriate to assure to Purchasers and Sellers,  their  successors
and assigns,  more fully all of the respective  properties,  rights,  titles and
interests,  estates,  remedies, powers and privileges by this agreement granted,
bargained,  sold, conveyed,  assigned,  transferred,  set over and delivered, or
otherwise vested in Purchasers and/or Sellers or intended to be so.

                  X. Employment and Non-Competition Agreements
                  --------------------------------------------
         10.1 At or prior to Closing, the Corporation and Ted Morton shall enter
into an  Employment  Agreement  calling  for  his  continued  employment  by the
Corporation,   which  Employment   Agreement  shall  include  a  non-competition
agreement,  prohibiting  competition in the Rocky Mountain Oil and Gas Region of
the United  States,  including the States of Wyoming,  South  Dakota,  Colorado,
North Dakota,  Montana and Utah, which area is deemed  reasonable by the parties
considering the prior business of Petro-Log, Inc.

         10.2 From  closing and for three (3) years  thereafter,  John L. Morton
and John D.  Morton  agree  that they will not  directly  or  indirectly  become
employed by or  associated  with, in any  capacity,  any other  person,  firm or
corporation  which operates a wireline  business in the general business area of
the Corporation, which is agreed by the parties to be the Rocky Mountain Oil and
Gas Region of the United States,  including the States of Wyoming, South Dakota,
Colorado, North Dakota, Montana and Utah.

         It is agreed by the parties  hereto that, in the event of any breach of
the non-competition  provisions of Section 10.2 hereof, legal remedies available
to the Purchaser and the  Corporation  would be  inadequate.  Therefore,  in the
event of such breach,  the Purchaser  and/or the  Corporation  are  specifically
authorized to apply to a court of competent jurisdiction to enjoin any violation
of such provision.
XI. No Assignment
                                -----------------
         Neither  this  Agreement,   nor  any  right,   interest  or  obligation
hereunder,  may be assigned by either of the  parties  hereto  without the prior
written  consent of the other  party(s),  except that  Purchaser may assign this
Agreement,  in whole or in part, to its  subsidiary  Boone  Wireline Co.,  Inc.,
provided  that no such  assignment  shall relieve  Purchaser of any  obligations
created   hereunder.   The  Corporation  will  be  assigning  assets  not  being
transferred to Purchaser under the terms of this agreement such as, for example,
the  explosives  inventory (to Chemfrac,  Inc, a corporation  owned by Sellers),
real estate and other assets (to M3 Industries, a partnership owned by Sellers).
These assignments are specifically approved by Purchaser.

                           XII. Multiple Counterparts
                           --------------------------
         Any number of counterparts of this Agreement may be executed,  and each
such  counterpart  shall be deemed to be an  original  instrument,  but all such
counterparts  together shall constitute but one and the same agreement,  binding
on both the parties  notwithstanding  that both parties have not signed the same
counterpart.

                               XIII. Modifications
                               -------------------
         This Agreement  contains the entire agreement between the parties,  and
there shall be no waiver,  modification or change of the terms of this Agreement
without the written approval of the parties hereto.

                                  XIV. Captions
                                  -------------
         The titles of the  Articles  and  Paragraphs  and the  captions of this
Agreement have been assigned  thereto for  convenience and reference only and in
no way  define,  describe,  extend,  or limit,  nor be  construed  as  limiting,
defining or affecting the substantive terms, scope or intent of this Agreement.

                  XV. Entire Agreement, Integration, Amendment
                  --------------------------------------------
         This  Agreement,  together  with  the  accompanying  Exhibits  attached
hereto, constitutes the entire agreement among the parties hereto, as a complete
and final integration  thereof.  All understandings and agreement heretofore had
between  and  among the  parties  with  respect  to the  subject  matter of this
Agreement  are merged into this  Agreement,  which  alone  fully and  completely
expresses  their  understandings,   and  this  Agreement  supersedes  all  prior
memoranda, correspondence, conversations and negotiations.

         There have been and are no  agreements,  representations  or warranties
between the parties other than those set forth or provided herein.
No  representation or warranty made by any party which is not contained
in this  Agreement  or  expressly  referred  to herein has been relied on by any
party in entering into this Agreement.

                                  XVI. Notices
                                  ------------
         All notices,  requests,  demands,  and other  communications  hereunder
shall be in writing  and shall be deemed to have been duly  given and  delivered
upon personal delivery or, if mailed,  upon depositing such notice in the United
States mail, with first class postage prepaid, and
                           (i)      If to the Purchaser, to:

                                    Black Warrior Wireline Corp
                                    3748 Highway 45, N
                                    Post Office Box 9188
                                    Columbus, Mississippi  39705
                                    Attn:   William L. Jenkins

                           (ii)     If to the Sellers, to:

                                    Mr. John L. Morton
                                    Post Office Box 535
                                    Casper, Wyoming  82602

Any party may change the address to which  notices are to be  delivered  to such
party, by notice given in accordance with this subparagraph to the other party.

                               XVII. Governing Law
                               -------------------
         The  laws of the  State  of  Mississippi  shall  govern  the  validity,
construction, and interpretation of this Agreement.

                              XVIII. Miscellaneous
                              --------------------
         18.1 Gender, Number. All personal pronouns used in this Agreement shall
include all genders, whether used in the masculine,  feminine, or neuter gender.
Singular nouns and pronouns shall include the plural, as may be appropriate, and
vice versa.

         18.2 Severability. All of the terms, provisions, and conditions of this
Agreement  shall be deemed to be  severable in nature.  If, for any reason,  the
provisions  hereof are held to be invalid or unenforceable to any extent, to the
extent that such  provisions  are valid and  enforceable,  a court of  competent
jurisdiction  shall construe and interpret this Agreement to provide for maximum
validity and enforceability of this Agreement.
18.3 Successors. This Agreement shall bind the parties and their heirs,
successors, assigns, next of kin, and personal representatives.

         18.4  Construction.  This Agreement  shall be construed in its entirety
according to its plain meaning and shall not be construed  against the party who
provided or drafted it.

         18.5 Party.  The terms  party and parties  refer to the parties to this
Agreement, unless otherwise stated.

         18.6  Subdivision.  References to paragraphs,  subparagraphs,  and like
subdivisions  are  references to such  subdivisions  of this  Agreement,  unless
otherwise stated.

         18.7 Hereof. Terms such as "hereof", "hereto",  "hereunder",  "herein",
and the like refer to the entire  Agreement and not only to the  subdivision  in
which such terms appear.

         8.8 Certain Transitional  Matters. For up to 120 days following closing
the Corporation  shall lease from Sellers the Wireline Building and Shop located
at 320 North Crescent,  Casper  Wyoming,  together with the right to continue to
use the  following at the  building  located at 372 North  Crescent:  the fenced
yard,  that portion of the office used for  administrative  purposes  associated
with the wireline  business,  and the existing  telephone  system.  In the event
Donna Morton choses to stop working as administrative person for Petro-Log, then
the sharing of the office and telephone  system will need  specific  approval in
writing by Sellers,  provided that Sellers will give  reasonable  notice if they
desire to discontinue the sharing arrangement.

                 XIX. Agreement to Purchase Explosive Inventory
                 ----------------------------------------------
         In  its  continued   Petro-Log   operations,   Purchaser  will  acquire
explosives from the old Petro-Log  inventory  which it deems useable.  The price
shall be seventy-five  percent (75%) of "GOEX" April 1, 1997,  published prices.
The  inventory  shall be  acquired  as  needed  by  Purchaser  in its  continued
Petro-Log operations. Within 30 days following closing Purchaser shall determine
the stock of  inventory  it desires to  maintain  at the  Powell,  Evanston  and
Riverton locations,  pay Sellers for the stock retained by Purchaser, and return
the balance to Sellers.  Sellers and Purchaser  shall develop a suitable  system
for  inventory  control  and  accounting  at Casper.  If,  three (3) years after
Closing,  any inventory deemed useable by Purchaser remains,  Purchaser will buy
the remaining  useable inventory at fifty percent (50%) of "GOEX" April 1, 1997,
prices.  Sellers retain the right to sell product from the explosives  inventory
to third parties until the end of the three (3) year period.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
effective on the day and date first above written.
                                               PURCHASER:

WITNESS:                                       BLACK WARRIOR WIRELINE CORP.

----------------------------------    BY:      /s/ William L. Jenkins, President

WITNESS:                                       SELLERS:

----------------------------------             /s/ John L. Morton

WITNESS:

----------------------------------             /s/ Theodore W.Morton

WITNESS:

----------------------------------             /s/ John D. Morton

                                                                       EXHIBIT 3

                         AGREEMENT FOR PURCHASE AND SALE

         This  Agreement  for Purchase and Sale (the  "Agreement"),  is made and
entered into on June 5, 1997,  by and between Black Warrior  Wireline  Corp.,  a
Delaware  corporation  ("Seller"),  and St.  James  Capital  Partners,  L.P.,  a
Delaware  limited  partnership  ("Purchaser"),  and sets  forth  the  terms  and
conditions  of the sale and purchase of a $2,000,000 9%  Convertible  Promissory
Note,   substantially   inn  the  form  attached  hereto  as  Exhibit  A-1  (the
"Convertible Note") and a $3,000,000 10% Bridge Loan,  substantially in the form
attached  hereto as Exhibit  A-2 (the  "Bridge  Loan Note")  (collectively,  the
Convertible  Note and the Bridge Loan Note are referred to as the "Notes").  For
purposes of this  Agreement,  the term "Seller" is defined to mean Black Warrior
Wireline Corp. and its Active Subsidiary (defined in Section 2.8 below).

         WHEREAS,  Seller desires to issue and sell to Purchaser,  and Purchaser
desires to purchase  and accept from  Seller,  the Notes in the form of Exhibits
A-1 and A-2, on the terms and subject to the  conditions  set forth herein.  The
obligations  of Seller  under the Notes are  secured  by that  certain  Borrower
Security  Agreement  dated as of the date hereof,  between Seller and Purchaser,
substantially  in the  form  attached  hereto  as  Exhibit  B-1  (the  "Security
Agreement"),  by those certain Subsidiary Security Agreements (herein so called)
dated  as  of  the  date  hereof,   between  the   subsidiaries  and  Purchaser,
substantially  in the form attached hereto as Exhibit B-2, and are guaranteed by
those  certain  Subsidiary  Guaranties  (herein so called)  dated as of the date
hereof,  by the  subsidiaries of Seller in favor of Purchaser,  substantially in
the form attached hereto as Exhibit B-3.

         WHEREAS,  Seller and Purchaser desire to make certain  representations,
warranties and agreements in connection  with the purchase and sale of the Notes
contemplated hereby.

         WHEREAS,   Seller   desires   to  sell  to   Purchaser   two   warrants
(collectively,  the  "Warrants") to purchase  546,000 shares and 120,000 shares,
respectively, of Seller's Common Stock, par value $0.0005 per share (the "Common
Stock"),  which  Warrants  shall have the terms and be subject to the conditions
set forth in the forms of Warrants attached hereto as Exhibit C-1 and C-2.

         WHEREAS,  Seller  desires to grant to  Purchaser  certain  registration
rights in respect to the shares of Seller's Common Stock that may be acquired on
conversion of the  Convertible  Note and on the exercise of the Warrants,  which
registration  rights shall have the terms and be subject to the  conditions  set
forth in the  Registration  Rights  Agreement  attached hereto as Exhibit D (the
"Registration Rights Agreement");

         WHEREAS,  to ensure that Purchaser has one  representative on the Board
of  Directors  of Seller,  certain  shareholders  of Seller  agree to vote their
shares of stock in favor of such  representative  in accordance  with the Voting
Agreement  substantially  in the form of Exhibit E attached  hereto (the "Voting
Agreement").  This Agreement,  the Notes, the Security Agreement, the Subsidiary
Security  Agreements,   the  Subsidiary   Guaranties,   the  Warrants,  and  the
Registration  Rights  Agreement  are  collectively  referred  to  herein  as the
"Transaction Documents".

                                       33
NOW,   THEREFORE,   in   consideration   of  the   premises   and   the
representations, warranties and agreements herein, the parties agree as follows:

                                    ARTICLE I

                                PURCHASE AND SALE

         1.1  Purchase  and Sale of the Notes and the  Warrants.  Subject to the
terms of this  Agreement,  Seller  agrees  to and does  hereby  issue,  sell and
deliver  the Notes and the  Warrants  to  Purchaser  at the  Closing (as defined
herein),  and Purchaser  agrees to and does hereby purchase and accept the Notes
and the Warrants from Seller.

         1.2  Consideration  for Purchase of the Notes.  Subject to the terms of
this  Agreement,  Purchaser  hereby  agrees to pay to  Seller,  by check or wire
transfer  to the account of Seller,  $5,000,000,  as the  consideration  for the
purchase of the Notes (the "Note  Consideration").  It is the  intention  of the
parties that the Note Consideration shall be advanced in multiple advances, with
$2,000,000  being paid at the time of the  closing of  Seller's  acquisition  of
Production  Well  Services,  Inc. and  $3,000,000  being paid at the time of the
closing of Seller's  acquisition  of Petro-Log,  Inc.  Interest  under the Notes
shall accrue on amounts actually advanced.

         1.3 Consideration for Purchase of the Warrants. Subject to the terms of
this Agreement, Purchaser hereby agrees to pay to Seller at Closing, by check or
wire  transfer to the account of Seller,  $33,300 (or $.05 per share  subject to
the  Warrants)  as the  consideration  for the  purchase  of the  Warrants  (the
"Warrant  Consideration;"  the Note Consideration and the Warrant  Consideration
are collectively referred to herein as the "Consideration").

         1.4  Option to Extend  Bridge  Loan  Note.  The  Bridge  Loan Note will
provide that, at the option of Seller,  Seller may extend the term of the Bridge
Loan  Note an  additional  30 days in  consideration  of  issuance  by Seller to
Purchaser of new warrants to purchase an  additional  20,000  shares of Seller's
Common Stock containing terms identical to the Warrants.

         1.5  Origination  Fee.  Seller  agrees to pay  Purchaser  at  Closing a
one-time  origination fee in the amount of $35,000 (the  "Origination  Fee") for
the payment of the Note Consideration.

                                       34
1.6 Subordination to Future  Financing.  Purchaser agrees to enter into
subordination  agreements  with  (i)  a  senior  secured  lender  that  provides
financing  to  Seller in an amount  not to exceed  $4,000,000  and (ii) a senior
secured lender that provides  working  capital  financing to Seller in an amount
not to exceed $2,000,000 (in this section,  the "Senior  Lenders"),  pursuant to
which  Purchaser  would  subordinate  its security  interests  and rights to the
indebtedness and security  interests of the Senior Lenders.  Such  subordination
agreements shall be on terms and conditions acceptable to all parties (including
Purchaser,  which  agrees  to  negotiate  in  good  faith  with  respect  to the
subordination  agreement) at the time they are entered into. Such  subordination
agreements  shall not obligate  Purchaser to "stand  still" for a period of time
longer than 120 days after a default by Seller in its  obligations to the Senior
Lender(s).

         1.7  Future  Financings.  If  Seller,  at  any  time  so  long  as  the
Convertible Note is outstanding,  intends to issue or sell any shares of capital
stock,  debt  securities or securities  convertible  into,  exchangeable  for or
exercisable  for shares of capital  stock or debt  securities  (a  "Financing"),
Seller shall give Purchaser written notice (the "Offer") of its intent to engage
in a Financing,  specifying its basic terms and  conditions.  If Purchaser gives
notice to Seller,  specifying  Purchaser's  basic terms and  conditions,  of its
intent to provide  Financing on a basis  materially  similar to the proposal set
forth in the Offer within five (5) business  days after  receipt of the Offer (a
"Financing Notice"),  then Seller shall be obligated to consummate the Financing
only with Purchaser and Purchaser shall be obligated to provide the financing at
the time committed by the third party whose  commitment  gave rise to the Offer.
If Purchaser  does not within five (5) business  days after receipt of the Offer
give to Seller a Financing Notice, Purchaser shall be deemed to have
waived its rights to provide the Financing  under this  Section,  and Seller may
thereafter  obtain  such  Financing  from a third party or parties if such third
party  Financing is on the same basic terms and conditions as those set forth in
the Offer. Any proposed Financing on terms materially different than those basic
terms and conditions in the Offer deemed waived by Purchaser shall require a new
Offer  and   compliance   by  Seller  with  the   provisions  of  this  Section.
Notwithstanding the foregoing,  Seller shall not be required to comply with this
Section  in  connection  with:  (i) the  issuance  and sale of  Common  Stock or
convertible  securities  in  connection  with any  employee  stock  option plan,
arrangement  or  agreement  now or  hereafter  in effect;  (ii) the  issuance of
capital  stock of Seller upon  exercise of the Warrants or  otherwise  issued to
Purchaser or its assigns;  (iii) the issuance of capital  stock upon exercise of
any stock  purchase  warrant or option  (other than 

                                       35
the  options  referred  to in clause  (i) above) or other  convertible  security
outstanding on the date hereof or hereafter  issued;  (iv) a public  offering of
securities;  (v) any loan from a regular  commercial lending source; or (vi) any
securities issued with the favorable vote of Purchaser's  designee as a director
of the Seller.

         1.8  Other  Permitted   Debt.   Seller  shall  be  permitted  to  incur
indebtedness  for  borrowed  money for the purchase or financing of equipment in
the ordinary course of business, in an amount not to exceed $2,500,000.

                                   ARTICLE II

                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller  represents and warrants to Purchaser that each of the following
statements (i) are true and correct on the date hereof and (ii) will be true and
correct  in all  material  respects  on  the  date  each  advance  of  the  Note
Consideration is made:

         2.1 Organization,  Standing and Qualification.  Seller is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
state of its incorporation  and has all requisite  corporate power and authority
to own,  lease and operate its  properties and to carry on its business as it is
now being  conducted.  Seller is  licensed  and  qualified  to do  business as a
foreign  corporation  in each  jurisdiction  in which the  character of Seller's
properties,  owned  or  leased,  or the  nature  of its  activities  makes  such
qualification or license necessary.

         2.2 Authority;  No Defaults.  Seller has all requisite  corporate power
and authority to enter into the  Transaction  Documents  and to  consummate  the
transactions contemplated thereby. The execution and delivery of the Transaction
Documents and the  consummation of the  transactions  contemplated  thereby have
been duly  authorized by all necessary  corporate  action on the part of Seller.
The  Transaction  Documents  have been  executed  and  delivered  by Seller  and
constitute the valid and binding obligation of Seller, enforceable in accordance
with  their  terms,  subject to  bankruptcy,  insolvency,  moratorium  and other
similar laws affecting  creditors'  rights  generally and general  principles of
equity (regardless of whether such  enforceability is considered in a proceeding
in equity or at law). The execution and delivery of the Transaction Documents do
not, and the  consummation of the transactions  contemplated  hereby and thereby
will not,  conflict  

                                       36
with or result in a breach of or the  acceleration  of any obligation  under, or
constitute a default or event of default (or event  which,  with notice or lapse
of time or both,  would  constitute  a default or event of default)  under,  any
provision of any charter,  bylaw, indenture,  mortgage,  lien, lease, agreement,
contract,  instrument,  order, judgment, decree, ordinance or regulation, or any
restriction  to which any  property  of Seller is subject or by which  Seller is
bound, the effect of which would be materially adverse to Seller. Seller is not,
nor does Seller have knowledge  that it is alleged to be, in material  violation
or default of any applicable law, statute, order, rule or regulation promulgated
or judgment entered by any court,  administrative  agency or commission or other
governmental  agency or  instrumentality,  domestic or foreign (a  "Governmental
Entity"),  relating to or affecting the  operation,  conduct or ownership of the
property or business of Seller.

         2.3  Approvals.  There  is no legal  impediment  to the  execution  and
delivery of the  Transaction  Documents by Seller or to the  consummation of the
transactions  contemplated  thereby,  and no filing  or  registration  with,  or
authorization,  consent or approval of, a Governmental  Entity,  shareholders or
any  other  third  party is  necessary  for the  consummation  by  Seller of the
transactions contemplated thereby.

         2.4 Charter and Bylaws.  Seller has  furnished  to  Purchaser  true and
complete  copies of its  charter  and  bylaws,  each as  amended  to date and as
presently in effect.

         2.5 SEC Documents.  (a) Seller has made all filings with the Securities
and  Exchange  Commission  ("SEC")  that it has been  required to make under the
Securities Act of 1933, as amended (the  "Securities  Act"),  and the Securities
Exchange Act of 1934, as amended (the  "Exchange  Act") since December 31, 1994.
Seller has provided to Purchaser  true,  complete and correct copies of Seller's
annual  report on Form 10-K  ("Seller's  Form  10K") for the  fiscal  year ended
December 31, 1996,  together with all  amendments  thereto,  Seller's  quarterly
report on Form 10-Q for the fiscal  quarter ended March 31, 1997,  together with
all  amendments  thereto,  and any and all  filings  with the SEC made by Seller
(including all requested exhibits to such filings) since the filing of said Form
10-K (all such  documents  that have been filed with the SEC,  as  amended,  are
referred to as the "Seller SEC Documents").  As of their  respective  dates, and
except as amended,  Seller SEC Documents  complied in all material respects with
the  requirements of the Securities Act or the Exchange Act, as the case may be,
and none of Seller SEC Documents  contained  any untrue  statement of a material
fact or omitted to state a material fact

                                       37
required to be stated  therein or necessary to make the statements  therein,  in
light of the circumstances under which they were made, not misleading.

                  (b) The financial  statements of Seller included in Seller SEC
Documents comply as to form in all material respects with applicable  accounting
requirements  and with  the  published  rules  and  regulations  of the SEC with
respect  thereto,  have been  prepared in  accordance  with  generally  accepted
accounting  principles ("GAAP") applied on a consistent basis during the periods
involved (except as may be indicated in the notes thereto or, in the case of the
unaudited statements, as permitted by Form 10-Q) and fairly present (subject, in
the case of the unaudited statements, to normal recurring audit adjustments) the
consolidated  financial  position  of  Seller as of the  dates  thereof  and the
consolidated  results  of its  operations  and cash flows for the  periods  then
ended.  Since March 31, 1997, (i) there have been no material adverse changes in
Seller's  business,   operations  or  financial   condition  and  (ii)  Seller's
operations  have been  conducted  in the ordinary  course of business  except as
disclosed in writing to Purchaser.

         2.6 Litigation.  Except as set forth on Schedule 2.6, as of the date of
this Agreement,  there is no suit, action,  proceeding or investigation  pending
or, to the best knowledge of Seller, threatened against or affecting Seller, nor
is there any outstanding  judgment,  order,  writ,  injunction or decree against
Seller, which judgment would have a material adverse effect on Seller. Seller is
not subject to any court order, writ, injunction,  decree,  settlement agreement
or  judgment  that  contains  or  orders  any  on-going   obligations,   whether
prohibitory  or  mandatory  in nature,  the  performance  of which  would have a
material adverse effect on Seller.

         2.7  Capitalization.  Seller has authorized capital stock of 50,000,000
shares of Common  Stock of which,  as of the date  hereof,  there are  2,185,216
shares  issued and  outstanding.  All of the issued  and  outstanding  shares of
Common Stock were duly and validly issued and are fully paid and non-assessable.
None of the  outstanding  shares of Common Stock has been issued in violation of
any preemptive  rights of the current or past  stockholders of Seller. As of the
date hereof, Seller has reserved for issuance (i) an aggregate of 972,333 shares
of Common Stock  issuable on issuance of stock options to  employees,  officers,
directors  and other  persons and (ii) an aggregate of 303,750  shares of Common
Stock  issuable on exercise  outstanding  warrants,  options,  or of convertible
securities other than those listed in (i) above. Except as set forth on Schedule
2.7 or described above in (i), 

                                       38
(ii) and  (iii),  there  are no  outstanding  options,  warrants  or  rights  to
subscribe  for, or  commitments  of any  character  whatsoever  relating  to, or
securities or rights convertible into or exchangeable for, shares of the capital
stock of Seller or contracts,  commitments,  understandings  or  arrangements by
which Seller is or may be obligated  to issue  additional  shares of its capital
stock or options,  warrants,  or rights to  purchase  or acquire any  additional
shares of its capital  stock.  All of the Common Stock issued on the exercise of
the  Warrant  will be fully  paid,  non-assessable  and  free  and  clear of any
Encumbrances.  As used in this  Agreement,  the  term  "Encumbrance"  means  and
includes (i) any  security  interest,  mortgage,  deed of trust,  lien,  charge,
pledge,  proxy, adverse claim, equity, power of attorney,  or restriction of any
kind,  including  but not limited to, any  restriction  or servitude on the use,
transfer,  receipt of income,  or other exercise of any attributes of ownership,
and (ii) any Uniform Commercial Code financing statement or other public filing,
notice or record that by its terms  purports  to  evidence or notify  interested
parties  of any of the  matters  referred  to in  clause  (i)  that has not been
terminated or released by another proper public filing, notice or record.

         2.8 Subsidiaries. Schedule 2.8 sets forth the only active subsidiary of
Seller,  including state or country of organization and address of its principal
executive offices ("Active Subsidiary").  For purposes of this Agreement and the
other  agreements  contemplated  hereby,  the  Active  Subsidiary  is  the  only
"subsidiary" of Seller.  Schedule 2.8 also discloses four inactive  corporations
and/or limited partnerships owned by Seller (the ("Inactive Organizations"), all
four of  which  are at this  time  inactive,  defunct,  and  have no  value.  No
representation,   warranty,  financial  standard  or  other  provision  of  this
Agreement,  or any agreement  contemplated  hereby,  shall be deemed violated by
virtue  of the fact  that any of the  Inactive  Organizations  do not meet  said
representation, warranty, financial standard or other provision. However, if any
Inactive  Organization  begins to conduct any business (other than activities to
"wind down" such organization) such Inactive Organization shall be considered an
Active  Subsidiary  (and cease to be an Inactive  Organization)  from that point
forward. The Active Subsidiary is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization, has
all requisite  corporate  power and authority to own, to lease or to operate its
properties and to carry on its business as it is now being conducted and is duly
qualified or licensed to do business in each jurisdiction in which the character
of its properties,  owned or leased,  or the nature of its activities makes such
qualification  or license  necessary,  unless the  failure to be so  licensed or
qualified would

                                       39
not have a material,  adverse effect on Seller.  Except as set forth in Schedule
2.8, all outstanding  shares of capital stock of the Active Subsidiary were duly
and validly  issued and are fully paid,  nonassessable  and owned by Seller or a
subsidiary of Seller, free and clear of all Encumbrances.  There are no options,
warrants  or other  rights,  agreements  or  commitments  (including  preemptive
rights)  obligating  Seller or the  Active  Subsidiary  to issue,  to sell or to
transfer  any  shares  of  capital  stock  or  other  securities  of the  Active
Subsidiary.

         2.9  Liabilities.  Except as set forth in Schedule  2.9,  Seller has no
liabilities or obligations,  either accrued, absolute,  contingent, or otherwise
that have a material  adverse  effect on the value or  business  of Seller,  and
Seller has no knowledge of any potential  liability that it reasonably  believes
would  likely  result in a material  adverse  effect on the value or business of
Seller, other than those (a) reflected or reserved against in the balance sheets
reported on Seller's Form 10K or (b) incurred in the ordinary course of business
since March 31, 1997.

         2.10  Licenses,   Permits,   Authorizations,   Etc.  Seller  holds  all
approvals,  authorizations,  consents,  licenses,  orders,  franchises,  rights,
registrations  and  permits of any type  required  to operate  its  business  as
presently  conducted.  The  execution  and  delivery of this  Agreement  and the
consummation  of the  transactions  contemplated  hereby  will not result in any
revocation,  cancellation,  suspension  or  modification  of any such  approval,
authorization, consent license, order, franchise, right, registration or permit.

         2.11 Title to  Assets;  Encumbrances.  Except as set forth in  Schedule
2.11:

                  (a)  Seller  has good and  indefeasible  title to its  assets,
         whether  real,   personal  or   intangible,   free  and  clear  of  all
         Encumbrances except (i) liens for current taxes and assessments not yet
         due or being contested in good faith by appropriate  proceedings,  (ii)
         mechanic's  liens  arising  under  the  operation  of law  for  actions
         contested  in good faith or for which  payment  arrangements  have been
         made,  (iii) liens granted or incurred by Seller in the ordinary course
         of its business or financing of equipment,  office space, furniture and
         computers in the ordinary course of its business, and easements, rights
         of way,  encroachments or other restrictions or matters affecting title
         which do not  prevent  the assets  from being used for the  purpose for
         which they are currently being used;

                                       40
(b) There are no parties in possession of any of the assets of
         Seller  other  than  personal  property  held by third  parties  in the
         reasonable and ordinary  course of business.  Seller enjoys full,  free
         and  exclusive  use and quiet  enjoyment  of its  assets and its rights
         pertaining thereto.  Seller enjoys peaceful and undisturbed  possession
         under all leases  under  which it is a lessee,  and all such leases are
         legal,  valid and binding  obligations of Seller,  enforceable  against
         Seller in accordance with its terms.

         2.12 Taxes and  Returns.  Seller has filed all required tax returns and
reports.  Seller has paid all taxes,  assessments and  governmental  charges and
penalties which it has incurred, except such as are being or may be contested in
good faith by appropriate  proceedings.  Seller is not delinquent in the payment
of any tax,  assessment or governmental  charge.  No deficiencies  for any taxes
have been proposed,  asserted,  or assessed against Seller,  and no requests for
waivers of the time to assess any such tax are pending. For the purposes of this
Agreement,  the term  "tax"  (including,  with  correlative  meaning,  the terms
"taxes" and  "taxable")  shall  include all  federal,  state,  local and foreign
income, profits,  franchise,  gross receipts,  payroll, sales, employment,  use,
property,  withholding,  excise and other taxes,  duties or  assessments  of any
nature whatsoever,  together with all interest,  penalties and additions imposed
with respect to such amounts.

         2.13  Insurance.  Each policy of property,  fire and casualty,  product
liability, worker's compensation, professional liability and title insurance and
other forms of insurance (except group,  health and life policies) and each bond
issued  or  posted  by any  person  with  respect  to any  operations  or  other
activities  of Seller  is, to the  knowledge  of Seller,  the  legal,  valid and
binding obligation of the insurer or bond issuer, enforceable in accordance with
its terms,  and is in an amount and provides for coverage as is customary in the
ordinary business practices of Seller's industry.

         2.14  Patents,  Trademarks,  Etc.  Seller has no  patents,  trademarks,
service marks, works of authorship, tradenames, brandnames or copyrights. Seller
is not using,  and does not have any plan to  manufacture,  use or sell anything
which would  violate or infringe  on any patent or  proprietary  right (of which
Seller is aware) of any other person, firm or corporation or which would require
a license under any such patent or proprietary right.
Seller has not received any communications alleging that Seller has violated or,
by  conducting  its  business as  proposed,  would  violate any of the  patents,
trademarks, service marks, tradenames,  

                                       41
copyrights,  works of authorship or trade secrets or other proprietary rights in
processes of any other person or entity.

         2.15 Material  Contracts and  Obligations.  Attached hereto as Schedule
2.15 is a list of all  material  agreements  of any nature to which  Seller is a
party  or by which  it or any of its  properties  is  bound,  including  without
limitation,  the Master Service  Agreement with the ten top customers  (based on
dollar  volume)  of Seller,  all  employment  and  consulting  agreements,  loan
agreements,  leases, purchase contracts, employee benefit, bonus, pension, stock
option,  stock purchase and similar plans and arrangements,  and distributor and
sales  representative  agreements.  True and  complete  copies  of such  written
agreements  have been provided to Purchaser.  All such  agreements and contracts
are valid, binding and in full force and effect. Seller is not in default on any
of the agreements listed on Schedule 2.15.

         2.16  Compliance.  Except  as set forth on  Schedule  2.16  Seller  has
complied in all material  respects with all laws, and is not in violation of any
charter or other  corporate  restrictions  or any law,  ordinance,  requirement,
regulation,  judgment,  injunction,  award, decree, or other order applicable to
its  business.  There  is no  term  or  provision  of any  mortgage,  indenture,
contract,  agreement or  instrument to which Seller is a party or by which it is
bound,  any  provision  of  any  state  or  federal  judgment,   decree,  order,
injunction,  writ,  statute,  rule or  regulation  applicable to or binding upon
Seller,  which  materially  adversely  affects  or, in the future is  reasonably
likely to affect  materially and adversely the business,  prospects,  condition,
affairs or  operations  of Seller or any of its  properties  or  assets.  To the
knowledge  of Seller,  no employee of Seller is in  violation of any term of any
employment  contract,   patent  or  other  proprietary   information  disclosure
agreement or any other contract or agreement  relating to the employment of such
employee with Seller.
         2.17  Employees.  Seller has obtained  employment  agreements,  some of
which  contain   nondisclosure  and  assignment  of  invention   provisions  and
non-competition  provisions,  with Seller from some employees and consultants of
Seller whose  employment  responsibility  requires  access to  confidential  and
proprietary  information of Seller, in a form satisfactory to Purchaser.  Seller
has complied in all material respects with all applicable and material state and
federal  laws  respecting  employment  and  employment   practices,   terms  and
conditions of employment,  wages and hours and other laws related to employment,
and there are no arrears in the payment of wages, or social security taxes.

         2.18 Transactions with Affiliates and Stockholders. Except as set forth
on Schedule 2.18, no stockholder,  officer,  director 

                                       42
or employee of Seller,  nor any  "affiliate"  or "associate" of such persons (as
such  terms  are  defined  in the rules and  regulations  promulgated  under the
Securities Act), is presently a party to any transaction with Seller,  including
without limitation,  any contract,  agreement or other arrangement providing for
the  employment  of,  furnishing  of  services  by,  rental of real or  personal
property from or otherwise requiring payments to, any such person or entity.

         2.19 Use of Proceeds. Seller will not use the Consideration,  except as
set forth on Schedule  2.19  hereof.  Without  limiting  the  foregoing,  Seller
intends to use the Consideration to (i) fund Seller's  acquisition of the assets
of Petro-Log,  Inc.  ("Petro-Log")  and Production Well Services,  Inc.  ("PWS")
(collectively,  the  "Acquisitions");  and (ii)(A)  acquire  new trucks,  tools,
computer  equipment  and other  equipment  for  equipping  said  trucks,  office
equipment and such other equipment and facilities as are needed to modernize and
update the fleet of Seller,  the Active  Subsidiary,  Petro-Log and PWS; (B) pay
attorneys fees and transactional costs in connection with this Agreement and all
agreements  contemplated  hereby;  and (C) pay off the debt to  TrustMark  Bank,
Columbus and Jackson, Mississippi in an amount not to exceed $200,000; provided,
however,  that the  proceeds to be used as described in this item (ii) shall not
exceed the limits set forth on Schedule  2.19  hereof.  Seller shall not use the
Consideration for any other purpose without the prior consent of Purchaser.

         2.20 Books and Records. The minute books of Seller furnished to counsel
to Purchaser for review  contain  complete and accurate  records of all meetings
and other corporate  actions of its  stockholders and its Board of Directors and
committees  thereof.  The stock  ledger  and stock  transfer  records  of Seller
furnished  by Liberty  Transfer  Company to counsel to  Purchaser  for review is
complete  and  reflects  all  issuances,  transfers  of which  Seller  is aware,
repurchases and cancellations of shares of capital stock of Seller.

         2.21 Stockholder Agreements. Except as set forth in Schedule 2.21 or as
contemplated by this Agreement, there are no agreements,  written or oral, which
are (i)  between  Seller and any  holder of its  capital  stock,  or (ii) to the
knowledge  of Seller,  among any persons  holding  five  percent (5%) or more of
Seller's capital stock,  relating to the  acquisition,  disposition or voting of
the capital stock of Seller.

                                       43
2.22  ERISA.  Except as  disclosed  on  Schedule  2.22,  seller  has no
employee benefit plans subject to the Employment  Retirement Income Security Act
of 1974.

         2.23 Accounts Receivable.  All accounts receivable of Seller (including
those  reflected  on the  Balance  Sheet or  acquired on or prior to the Closing
Date) arose in the ordinary  and usual  course of business of Seller,  represent
valid obligations due to Seller and have been collected or are, to Seller's best
knowledge, collectible in the ordinary and usual course of business of Seller in
the aggregate  recorded  amounts  thereof in accordance with their terms less in
the case of accounts  receivable  reflected  in the  Financial  Statements,  all
allowance  for doubtful  accounts  marked  therein,  and in the case of accounts
receivable thereafter, all allowances for doubtful accounts consistent with past
practices of Seller.

         2.24 Hazardous Wastes and Substances.  Neither the operations of Seller
nor the use of its assets violates any applicable  federal,  state or local law,
statute,  ordinance,  rule,  regulation,  memorandum of understanding,  order or
notice  requirement  pertaining  to  the  collection,  transportation,  storage,
treatment, discharge, release or disposal of hazardous or non-hazardous waste or
substances,  including without  limitation (i) the  Comprehensive  Environmental
Response, Compensation and Liability Act of 1980 (42 U.S.C, ss.ss.9601 et seq.),
as  amended  from  time  to  time  on or  before  the  Closing  Date  ("CERCLA")
(including,  without limitation, as amended pursuant to the Superfund Amendments
and Reauthorization Act of 1986), and such regulations  promulgated under CERCLA
on or before the Closing Date, (ii) the Resources  Conservation and Recovery Act
of 1976 (42 U.S C. ss.ss.6901 et seq.), as amended from time to time ("RCRA") on
or before the Closing Date, and such regulations  promulgated  under RCRA, (iii)
any  applicable  federal,  state or local laws or  regulations  relating  to the
environment  in  effect  on the  Closing  Date  (collectively,  the  "Applicable
Environmental  Laws").  Except  as  disclosed  on  Schedule  2.24,  none  of the
operations  of Seller has ever been  conducted  nor have any of its assets  been
used in such a manner as to  constitute  a  violation  of any of the  Applicable
Environmental  Laws.  No notice  has been  served  on  Seller  by any  person or
Governmental Entity regarding any existing,  pending or threatened investigation
or inquiry  related to violations  under any  Applicable  Environmental  Law, or
regarding any claims for corrective action, remedial obligations or contribution
for  removal  costs or  damages  under  any  Applicable  Environmental  Law,  or
regarding the  designation  of Seller or any of its  affiliates as a potentially
responsible party for any facility under the Applicable  Environmental Laws, nor
does any fact or circumstance

                                       44
exist which, if disclosed publicly,  would be reasonably likely to result in the
service on Seller of any such notice. There has been no action taken, or omitted
to be taken by Seller which has caused,  or would be reasonably likely to cause,
a "release" of any "hazardous  substance" at any "facility," without limitation,
within the  meaning of such  terms as  defined in the  Applicable  Environmental
Laws.

         2.25  Disclosures.  Neither this  Agreement nor any Exhibit or Schedule
hereto,  nor any certificate or other  instrument  furnished to Purchaser or its
counsel  by Seller in  connection  with the  transactions  contemplated  hereby,
contains any untrue  statement  of a material  fact or omits to state a material
fact necessary in order to make the statements  contained herein or therein,  in
the light of the circumstances under which they were made, not misleading.

                                   ARTICLE III

                                    COVENANTS

         3.1 New Subsidiaries.  Seller agrees that (i) any Inactive Organization
which becomes an Active  Subsidiary  after the  execution of this  Agreement and
(ii) any other entity of which Seller obtains  control  (directly or indirectly)
of more  than 50% of the  outstanding  voting  stock or equity  interests  shall
execute a written  agreement  to be bound by that  certain  Subsidiary  Security
Agreements,  dated as of even date herewith,  before the events set forth in (i)
or (ii) above have occurred.

         3.2 Additional Security  Interests.  Seller agrees that if any Inactive
Organization  begins to conduct  any  business  Seller  shall  pledge all of its
interest in such  Inactive  Organization  to secure the Notes by (i) executing a
security  agreement  substantially in the form of that certain Borrower Security
Agreement,  dated as of even date herewith and (ii) delivering all  certificates
representing   the  shares  of  stock  being   pledged,   before  such  Inactive
Organization commences doing business.

                                   ARTICLE IV

                                   THE CLOSING

         4.1 Time and Place.  Subject to the  provisions  of Section 1.2 herein,
the  closing  of the  purchase  and  sale  of the  Notes  and the  Warrant  (the
"Closing")  will take place on a date  agreed to by the  parties  (the  "Closing
Date"), at the offices of Gardere Wynne 

                                       45
Sewell & Riggs,  L.L.P.,  unless  another  time and place  are  agreed to by the
parties.

         4.2 Conditions to the Obligation of Seller. The obligation of Seller to
effect  the  Closing  is  subject  to  Purchaser  delivering,  or  causing to be
delivered, to Seller at the Closing the Consideration.

         4.3  Conditions  to the  Obligation  of  Purchaser.  The  obligation of
Purchaser  to effect the Closing is subject to  satisfactory  completion  of the
Acquisitions  and payment by Seller of the  Origination  Fee. The  obligation of
Purchaser is further subject to Seller  delivering,  or causing to be delivered,
to Purchaser at the Closing the following documents:

                  4.3.1  copies,  certified by the  Secretary  of State,  of the
charter of Seller and all amendments thereto;

                  4.3.2  copies,  certified by the Secretary of Seller as of the
Closing Date, of the bylaws of Seller and all amendments thereto;

                  4.3.3 copies,  certified by a certificate  of the Secretary of
Seller as of the  Closing  Date,  of  resolutions  duly  adopted by the board of
directors of Seller,  authorizing  the  execution  and delivery by Seller of the
Transaction  Documents and all other  agreements  attached hereto as Exhibits or
contemplated  herein,  the  completion of the sale of the Notes and Warrants and
the taking of all such other  corporate  action as shall have been required as a
condition to, or in connection with, the sale of the Notes and Warrants;

                  4.3.4    the Agreement;

                  4.3.5    the Notes;

                  4.3.6    the Warrants;

                  4.3.7    the Registration Rights Agreement;

                  4.3.8    the Security Agreement;

                  4.3.9    the Voting Agreement;

                  4.3.10   Subsidiary Security Agreements;

                  4.3.11   Subsidiary Guaranties;

                                       46
4.3.12 an  opinion  of William  S.  Clarke,  P.A.,  counsel to
Seller, in form and substance acceptable to Purchaser and addressing the matters
set forth in Sections 2.1, 2.2, 2.3 and 2.7;

                  4.3.13 a  certificate  of an  Officer  of Seller to the effect
that the representations and warranties of Seller herein contained shall be true
as of and at the Closing  Date with the same effect as though made at such date,
except as affected by transactions  permitted or contemplated by this Agreement;
and further to the effect that Seller shall have performed and complied with all
covenants  required by this  Agreement to be  performed  or complied  with by it
before the Closing Date; and

                  4.3.14 a letter in favor of Purchaser's lender, in the form of
that attached hereto as Exhibit F.

                                       47
ARTICLE V
                               GENERAL PROVISIONS

         5.1  Survival  of  Representations,   Warranties  and  Agreements.  The
representations,  warranties  and agreements  contained in this Agreement  shall
survive the Closing.

         5.2 Notices.  All notices or other communications which are required or
may be given  under this  Agreement  shall be in writing  and shall be deemed to
have been duly given when delivered in person,  transmitted by telecopier  (with
receipt  confirmed)  or mailed by  registered  or  certified  first  class mail,
postage prepaid,  return receipt  requested to the parties hereto at the address
set  forth  below  (as the  same  may be  changed  from  time to time by  notice
similarly  given) or the last known business or residence  address of such other
person as may be designated by either party hereto in writing.

         (a)      If to Seller:

         Black Warrior Wireline Corp.
         3748 Highway #45 North
         Columbus, Mississippi  39701
         Attn: __________________

         (b)      If to Purchaser:

         St. James Capital Partners, L.P.
         c/o St. James Capital Corp.
         1980 Post Oak Boulevard, Suite 2030
         Houston, Texas 77056
         Attn: John L. Thompson

         5.3 Miscellaneous.  This Agreement (i) constitutes the entire agreement
and supersedes all other prior agreements and  understandings,  both written and
oral,  among the parties,  or any of them,  with  respect to the subject  matter
hereof,  (ii) shall be  binding  upon and inure to the  benefit  of the  parties
hereto and their respective successors and assigns and is not intended to confer
upon any other person any rights or remedies hereunder,  (iii) shall be governed
in all respects,  including validity,  interpretation and effect, by the laws of
the State of Delaware and (iv) may be executed in two or more counterparts which
together shall constitute a single agreement.

         5.4 Publicity. Seller and Purchaser promptly shall advise and cooperate
with the other prior to issuing,  or permitting any of its directors,  officers,
employees or agents to issue,  any 

                                       48
press release with respect to this  Agreement or the  transactions  contemplated
hereby.  Notwithstanding the foregoing,  without the prior consent of Purchaser,
neither  Seller nor any of its  directors,  officers,  employees or agents shall
issue  any  press  release  which  includes  the  name  of  Purchaser  or any of
Purchaser's affiliates.

         5.5 Assignment. Neither this Agreement nor any of the rights, interests
or  obligations  hereunder  shall be assigned  by either of the  parties  hereto
(whether by operation of law or otherwise)  without the prior written consent of
the other party.

         5.6  Schedules.  All  statements  contained in any  exhibit,  schedule,
appendix,  certificate  or other  instrument  delivered  by or on  behalf of the
parties hereto, or in connection with the transactions  contemplated hereby, are
an  integral  part of this  Agreement  and shall be deemed  representations  and
warranties hereunder.

         5.7  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of which  constitutes  an  original  execution  and,  in the
aggregate, constitute a single document.

         5.8 Expense Reimbursement.  Seller will reimburse to Purchaser,  within
10  days  after  Purchaser's   presentation  of  an  invoice  therefor,  all  of
Purchaser's direct costs relating to the negotiation,  documentation and closing
of the transactions contemplated by this Agreement, including without limitation
the direct fees and expenses of counsel for Purchaser.

         5.9  Restrictions  on Transfer.  (a)  Purchaser  shall not transfer the
Notes  except by the grant of a security  interest to its lender or lenders.  As
between Purchaser and its lender or lenders,  the Notes are transferrable in the
same manner and with the same effect as in the case of a  negotiable  instrument
payable to a  specified  person.  Any lender to which  Holder  grants a security
interest in this Note shall be entitled to exercise  all remedies to which it is
entitled by contract or by law, including (without limitation) transferring this
Note into its own name or into the name of any purchaser at any sale  undertaken
in connection with enforcement by such lender of its remedies.

                  (b)  Purchaser  shall not  transfer  the  Warrants  or any new
warrants  described in Section 1.4 of this  Agreement  except to the partners of
Purchaser.

                                       49
5.10 Expenses of Dispute Resolution.  If any action at law or in equity
is necessary to enforce or interpret  the terms of this  Agreement or any of the
other  Transaction  Documents,   the  prevailing  party  shall  be  entitled  to
reasonable  attorneys' fees,  costs, and necessary  disbursements in addition to
any other relief to which it may be entitled.

                                      -50-
SELLER'S SIGNATURE PAGE

         IN WITNESS  WHEREOF,  Seller has signed this  Agreement  as of the date
first written above.

                                              BLACK WARRIOR WIRELINE CORP.

                                              /s/ William L. Jenkins, President

                                      -51-
PURCHASER'S SIGNATURE PAGE

IN WITNESS  WHEREOF,  Purchaser  has signed this  Agreement as of the date first
written above.

                                              ST. JAMES CAPITAL PARTNERS, L.P.

                                     By:      St. James Capital Corp., its
                                                 General Partner

                                     By:      /s/ John L. Thompson, President

                                                                       EXHIBIT 4

THE SECURITIES  REPRESENTED  BY THIS NOTE AND THE COMMON STOCK ISSUABLE  THEREBY
HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE
"SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS AND, ACCORDINGLY,  THE
SECURITIES REPRESENTED BY THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER,  OR  IN  A  TRANSACTION  EXEMPT  FROM
REGISTRATION  UNDER,  THE  SECURITIES  ACT  AND IN  ACCORDANCE  WITH  ANY  OTHER
APPLICABLE SECURITIES LAWS.

THIS NOTE MAY BE SUBORDINATE TO CERTAIN  INDEBTEDNESS OF BLACK WARRIOR  WIRELINE
CORP. AS AND TO THE EXTENT SET FORTH IN THAT CERTAIN  AGREEMENT FOR PURCHASE AND
SALE DATED JUNE 5, 1997  BETWEEN  BLACK  WARRIOR  WIRELINE  CORP.  AND ST. JAMES
CAPITAL PARTNERS, L.P.

                          BLACK WARRIOR WIRELINE CORP.
                     $2,000,000 CONVERTIBLE PROMISSORY NOTE

$2,000,000                    Houston, Texas                       June 5, 1997

         BLACK  WARRIOR  WIRELINE  CORP.,  a Delaware  corporation  (hereinafter
called the "Company," which term includes any directly or indirectly  controlled
subsidiaries or successor

                                      -52-
entities),  for value  received,  hereby  promises to pay to St.  James  Capital
Partners, L.P., a Delaware limited partnership (hereinafter called "Holder"), or
its registered assigns,  the principal sum of Two Million Dollars  ($2,000,000),
together  with  interest on the amount of such  principal  sum from time to time
outstanding,  payable in  accordance  with the terms set forth below.  It is the
intention  of the parties  that the  principal  sums of this Note and the Bridge
Loan Note (as defined below) shall be advanced in multiple  Advances (as defined
below).  No Advance  shall be made  under  this Note if an Event of Default  (as
defined below) exists or would exist but for the passage of time. Interest under
the Notes shall accrue on amounts actually advanced.

         THE OBLIGATIONS OF THE COMPANY  CONTAINED IN THIS NOTE ARE SECURED BY A
SECURITY  AGREEMENT  BETWEEN  THE  COMPANY  AND THE HOLDER  DATED AS OF THE DATE
HEREOF (THE "SECURITY  AGREEMENT").  THE OBLIGATIONS OF THE COMPANY CONTAINED IN
THIS NOTE ARE FURTHER  SUBJECT TO THE TERMS OF A SUBSIDIARY  SECURITY  AGREEMENT
(HEREIN SO CALLED) BETWEEN THE SUBSIDIARIES OF THE COMPANY AND THE HOLDER, AND A
SUBSIDIARY  GUARANTY  (HEREIN  SO  CALLED ) BY EACH OF THE  SUBSIDIARIES  OF THE
COMPANY IN FAVOR OF THE HOLDER, BOTH DATED AS OF THE DATE HEREOF.

                                    ARTICLE I

                                   DEFINITIONS

         1.1  Definitions.  For all  purposes of this Note,  except as otherwise
expressly  provided  or unless the  context  otherwise  requires:  (a) the terms
defined in this Article  have the meanings  assigned to them in this Article and
include  the  plural  as well as the  singular;  (b) all  accounting  terms  not
otherwise  defined herein have the meanings  assigned to them in accordance with
generally accepted accounting principles as promulgated from time to time by the
Association  of  Independent  Certified  Public  Accountants;  and (c) the words
"herein,"  "hereof" and  "hereunder"  and other words of similar import refer to
this  Note as a whole  and  not to any  particular  Article,  Section  or  other
subdivision.

         "Advance"  means a disbursement  of proceeds of this Note or the Bridge
Loan Note.

                                      -53-
"Board of  Directors"  means the board of  directors  of the Company as
elected from time to time or any duly authorized committee of that board.

         "Bridge Loan Note" means the $3,000,000 10% Bridge Loan Promissory Note
of the Company to Holder dated the date hereof.

         "Business  Day" means each  Monday,  Tuesday,  Wednesday,  Thursday and
Friday which is not a day on which banking  institutions  in Houston,  Texas are
authorized or obligated by law or executive order to be closed.

         "Common  Stock" means  shares of common  stock,  par value  $0.0005 per
share, of the Company.

         "Conversion  Price" means the price per share  determined in accordance
with Articles IV and V (as adjusted in  accordance  with the terms of this Note)
at which shares of Common Stock shall be delivered to Holder upon  conversion of
this Note.

         "Default"  means any event which is, or after notice or passage of time
would be, an Event of Default.

         "Event of Default" has the meaning specified in Section 3.1.

         "Indebtedness"  of any Person  means all  indebtedness  of such Person,
whether  outstanding  on the date of this Note or hereafter  created,  incurred,
assumed  or  guaranteed,  (a) for the  principal  of and  premium,  if any,  and
interest on all debts of the Person whether outstanding on the date of this Note
or  thereafter  created  (i)  for  money  borrowed  by  such  Person  (including
capitalized  lease  obligations),  (ii) for money borrowed by others  (including
capitalized lease obligations) and guaranteed,  directly or indirectly,  by such
Person,  or (iii)  constituting  purchase money  indebtedness,  or  indebtedness
secured by  property  at the time of the  acquisition  of such  property by such
Person, for the payment of which the Person is directly or contingently  liable;
(b) for all  accrued  obligations  of the  Person in  respect  of any  contract,
agreement  or  instrument  imposing  an  obligation  upon the Person to pay over
funds;  (c)  for  all  trade  debt of the  Person;  and  (d) for all  deferrals,
renewals,  extensions  and  refundings  of, and  amendments,  modifications  and
supplements to, any of the indebtedness referred to in (a), (b) or (c) above.

                                      -54-
"Maturity  Date",  when used with  respect to this Note,  means June 5,
2002 (or such  earlier  date upon which the Note  becomes due and payable  under
Section 3.2).

         "Note" means this 9% Convertible Promissory Note, as hereafter amended,
modified, substituted or replaced.

         "Person" means any individual,  corporation, limited liability company,
partnership,  joint venture,  association,  joint-stock company,  trust, estate,
other  entity,  unincorporated  organization  or  government  or any  agency  or
political subdivision thereof.

         "Subsidiary"  means a corporation  or other entity more than 50% of the
outstanding  voting stock of which,  or more than 50% of the equity  interest in
which, is owned, directly or indirectly,  by the Company or by one or more other
Subsidiary of the Company,  or by any combination of the Company and one or more
other Subsidiaries,  provided,  however,  that the following shall not be deemed
Subsidiaries for purposes of this Note: Black Warrior International, Inc.; Black
Warrior  International  (Bermuda),  Ltd.;  Black Warrior Oil and Gas,  Inc.; and
Black Warrior Syria, Ltd. (collectively, the "Inactive Organizations"). However,
if any  Inactive  Organization  begins  to  conduct  any  business  (other  than
activities to "wind down" such organization),  such Inactive  Organization shall
be considered a Subsidiary  under this Agreement  from that point  forward.  For
purposes of this  definition,  "voting  stock" means stock which  ordinarily has
voting power for the election of directors, whether at all times or only so long
as no senior class of stock has such voting power by reason of any contingency.

                                   ARTICLE II

                                    PAYMENTS

         2.1  Interest.  From the date of this Note through the  Maturity  Date,
interest shall accrue hereunder on the unpaid outstanding  principal sum of this
Note at a rate equal to nine percent (9%) per annum calculated on the basis of a
360-day year. All past due amounts of principal and interest shall bear interest
at fifteen  percent  (15%) per annum  calculated  on the basis of a 360-day year
until paid.

         2.2  Payment  of  Principal  and  Interest.  The  principal  and unpaid
interest of this Note shall be due and payable in full on the Maturity  Date. At
any time,  the Holder may,  at its option and

                                      -55-
in lieu of cash, elect to be paid all accrued and unpaid interest owed to Holder
by the Company in the form of Common Stock,  based on a price per share equal to
the  Conversion  Price (the  "Price Per  Share").  The amount of all accrued and
unpaid  interest  on the  Maturity  Date shall be divided by the Price Per Share
into a whole number of shares of Common Stock, with the remainder, if any, being
paid in cash.

         2.3  Prepayments.  Subject to Holder's  right to  convert,  at any time
before the Maturity Date, the Company may prepay this Note, in whole or in part,
without  penalty or  discount,  upon five days' prior  written  notice  given to
Holder  pursuant  to Section  7.6.  All  payments  made under this Note shall be
applied  first to accrued  interest,  and the  balance,  if any,  to  principal;
provided, however, that interest shall accrue on any remaining principal balance
and shall be payable at the rate provided above.

         2.4 Manner of Payment.  Cash payments of principal and interest on this
Note will be made by delivery of checks to Holder at its address as set forth in
this Note or wire transfers  pursuant to instructions  from Holder.  If the date
upon which the payment of principal and interest is required to be made pursuant
to this Note occurs other than on a Business Day, then such payment of principal
and interest  shall be made on the next  occurring  Business Day following  said
payment date and shall include  interest  through said next  occurring  Business
Day.

         2.5 Security;  Guaranty. This Note is secured by the collateral defined
in the  Security  Agreement  and by the  collateral  defined  in the  Subsidiary
Security  Agreement.  This  Note and the  obligations  hereunder  and  under the
Security  Agreement and the Subsidiary  Security Agreement are guaranteed by the
Subsidiaries of the Company pursuant to the Subsidiary Guaranty.

                                   ARTICLE III

                                    REMEDIES

         3.1      Events of Default. An "Event of Default" occurs if:

                  (a)  the  Company   defaults  in  the  payment  or   mandatory
         prepayment of the principal or interest on this Note, or in the payment
         or a mandatory  prepayment  of the  principal or interest of the Bridge
         Loan Note, when such principal or interest  becomes due and payable and
         such default remains uncured for a period of five days; or

                                      -56-
(b) the Company or any Subsidiary  defaults in the performance
         of any covenant made by the Company,  and such default  remains uncured
         for a  period  of 45  days  in any of (i)  that  certain  Agreement  of
         Purchase  and Sale  dated of even date  herewith,  by and  between  the
         Company and Holder (the  "Purchase  Agreement"),  (ii) the Common Stock
         Purchase Warrants issued by the Company to Holder as of the date hereof
         (the  "Warrants");  (iii) that certain  Registration  Rights  Agreement
         dated of even date herewith, by and between the Company and the Holder,
         pursuant to which the Company grants to the Holder certain registration
         rights in  respect  of the  shares of Common  Stock  that may be issued
         under the Note and upon  exercise of the  Warrants  (the  "Registration
         Rights Agreement");  (iv) the Security  Agreement;  (v) the Bridge Loan
         Note;  (vi) the  Subsidiary  Security  Agreement;  (vii) the Subsidiary
         Guaranty;  or (viii) this Note (other than a default in the performance
         of a covenant  specifically  addressed  elsewhere  in this Section 3.1)
         provided that a default in the  performance of any covenant in Sections
         8(a),  8(c),  8(d),  8(e),  8(f), 8(h), 8(i), 8(j), 8(k), 8(l), 8(m) or
         8(n) of the Security  Agreement or Section 6.1 of this Note shall be an
         event of Default immediately upon occurrence; or

                  (c) any  representation or warranty made by the Company or any
         Subsidiary in the Purchase Agreements,  the Warrants,  the Registration
         Rights  Agreement,  the  Bridge  Loan  Note,  the  Subsidiary  Security
         Agreement,  the Subsidiary Guaranty, or this Note or in any certificate
         furnished by the Company in  connection  with the  consummation  of the
         transaction  contemplated  thereby or hereby, is untrue in any material
         respect  as of the date of  making  thereof  and such  default  remains
         uncured for a period of 45 days; or
                  (d) the Company or any Subsidiary defaults in the payment when
         due (whether by lapse of time, by  declaration,  by call for redemption
         or otherwise) of the  principal of or interest on any  Indebtedness  of
         the Company or such Subsidiary  (other than the Indebtedness  evidenced
         by this  Note)  having  an  aggregate  principal  amount  in  excess of
         $100,000  or  on  any  Indebtedness  of  the  Company  to  any  of  its
         Stockholders  and such default remains uncured for a period of 45 days;
         or

                  (e) a court of  competent  jurisdiction  enters a judgment  or
         judgments  against the Company or any  Subsidiary,  or any  property or
         assets of the  Company  or any  Subsidiary,

                                      -57-
for the  payment  of money  aggregating  $100,000  or more in excess of
         applicable  insurance  coverage  (other than the judgment  disclosed on
         Schedule  3.1(e) hereto) and such default  remains uncured for a period
         of 45 days; or

                  (f) a court of competent  jurisdiction  enters (i) a decree or
         order for  relief in respect of the  Company  or any  Subsidiary  in an
         involuntary  case or proceeding  under any applicable  federal or state
         bankruptcy,  insolvency,  reorganization or other similar law or (ii) a
         decree or order  adjudging the Company or any  Subsidiary a bankrupt or
         insolvent,   or  approving  as  properly   filed  a  petition   seeking
         reorganization, arrangement, adjustment or composition of or in respect
         of the Company or any Subsidiary under any applicable  federal or state
         law, or appointing a custodian, receiver,liquidator, assignee, trustee,
         sequestrator or other similar official of the Company or any Subsidiary
         or of any  substantial  part  of the  property  of the  Company  or any
         Subsidiary or ordering the winding up or  liquidation of the affairs of
         the Company or any Subsidiary and any such decree or order of relief or
         any such other decree or order remains unstayed for a period of 90 days
         from its date of entry; or

                  (g) the Company or any  Subsidiary  commences a voluntary case
         or  proceeding  under  any  applicable  federal  or  state  bankruptcy,
         insolvency,  reorganization  or other  similar law or any other case or
         proceeding to be adjudicated a bankrupt or insolvent, or the Company or
         any   Subsidiary   files  a   petition,   answer  or  consent   seeking
         reorganization or relief under any applicable  federal or state law, or
         the Company or any  Subsidiary  makes an assignment  for the benefit of
         creditors,  or  admits  in  writing  its  inability  to pay  its  debts
         generally as they become due; or

                  (h) any person or group  (within the meaning of Section  13(d)
         of the Securities Exchange Act of 1934) becomes the beneficial owner of
         40% or more of the total  voting  power of the  Company and was not the
         beneficial  owner  of 40% or  more of the  total  voting  power  of the
         Company as of the date of this  Agreement;  provided that the foregoing
         shall not  include any person or group who or which  acquires  Warrants
         (as that term is defined in that  certain  Agreement  for  Purchase and
         Sale dated June 5, 1997  between the Company and Holder [the  "Purchase
         Agreement"])  or shares of the  Company's  Common Stock  issuable  upon
         exercise  of  Warrants  or upon  conversion  of this Note;  and further
         provided  that such default has not

                                      -59-
been cured or waived within ninety (90) days  following  such change of
         beneficial ownership.

                  (i) the Company or any Subsidiary  (1) merges or  consolidates
         with or  into  any  other  Person  (unless  the  Company  or any of its
         Subsidiaries  is the  surviving or acquiring  party);  (2) dissolves or
         liquidates;  or (3) sells all or any substantial  portion of its assets
         (unless the purchaser is a Subsidiary of the Company).

         3.2 Acceleration of Maturity.  This Note and all accrued interest shall
automatically  become  immediately  due  and  payable  if an  Event  of  Default
described in Sections  3.1(f),  3.1(g) or 3.1(i) occurs and, this Note shall, at
the  option of the Holder in its sole  discretion,  become  immediately  due and
payable if any other Event of Default occurs,  and in every such case the Holder
of the Note may declare  the  principal  and  interest on the Note to be due and
payable immediately.

                                   ARTICLE IV

                               CONVERSION OF NOTE

         Subject to and upon compliance with the provisions of this Article,  at
the option of Holder, all or any part of this Note may be converted at any time,
at the  principal  amount  hereof  together  with  accrued  and unpaid  interest
thereon,  into  fully  paid  and  nonassessable  shares  (calculated  as to each
conversion  to the nearest  1/100 of a share) of Common  Stock.  The  Conversion
Price shall initially be $2.75 per share. The Conversion Price shall increase to
$3.25 per share on the first year anniversary of the execution of this Note. The
Conversion  Price  shall  increase  to  $3.75  per  share  on  the  second  year
anniversary  of the  execution  of this Note and shall remain at this price from
that date  forward.  Notwithstanding  anything  else to the  contrary  set forth
herein,  the Holder  shall have the right to convert  this Note  pursuant to the
terms set forth herein at any time, including the 30 Business Days following (i)
the  Maturity  Date or (ii) any  prepayment  pursuant to Section 2.3 hereof.  If
Holder elects to convert this Note after a prepayment  has been made pursuant to
Section  2.3,  then Holder shall return all or such portion of the funds paid to
Holder as to which Holder has elected to convert.

                                    ARTICLE V

                                      -59-
ADJUSTMENT OF CONVERSION PRICE

         5.1 Anti-Dilution Provisions.  The Conversion Price shall be subject to
adjustment  from time to time as hereinafter  provided.  Upon each adjustment of
the Conversion  Price,  the holder of this Note shall  thereafter be entitled to
purchase, at the Conversion Price resulting from such adjustment,  the number of
shares of Common Stock  obtained by multiplying  the Conversion  Price in effect
immediately  prior  to such  adjustment  by the  number  of  shares  purchasable
pursuant  hereto  immediately  prior to such adjustment and dividing the product
thereof by the Conversion Price resulting from such adjustment.

         5.2      Adjustment of Conversion Price Upon Issuance of Common Stock.

                  5.2.1 (A) If and  whenever  after the date  hereof the Company
         shall  issue or sell any  Common  Stock for no  consideration  or for a
         consideration per share less than the Conversion Price then, forthwith,
         upon such issue or sale, the Conversion Price shall be reduced (but not
         increased, except as otherwise specifically provided in Section 5.2.2),
         to the price  (calculated to the nearest one-ten  thousandth of a cent)
         determined  by  dividing  (x) an  amount  equal  to the  sum of (i) the
         aggregate  number of shares of  Common  Stock  outstanding  immediately
         prior to such issue or sale multiplied by the then existing  Conversion
         Price plus (ii) the  consideration  received by the  Company  upon such
         issue or sale by (y) the  aggregate  number of  shares of Common  Stock
         outstanding immediately after such issue or sale.

                  (B)  Notwithstanding  the  provisions  of this Section 5.2, no
         adjustment  shall be made in the Conversion Price in the event that the
         Company  issues,  in one or more  transactions,  (i) Common  Stock upon
         exercise of any options  issued to officers,  directors or employees of
         the Company pursuant to a stock option plan or an employment, severance
         or  consulting  agreement as now or  hereafter in effect,  in each case
         approved by the Board of Directors  (provided that the aggregate number
         of shares of Common  Stock  which may be  issuable,  including  options
         issued  prior to the date  hereof,  under all such  employee  plans and
         agreements  shall at no time exceed the number of such shares of Common
         Stock  outstanding on the date hereof on a fully diluted basis that are
         issuable under currently effective employee plans and agreements); 

                                      -60-
(ii)  Common  Stock  upon  exercise  of this Note or any other  warrant
         issued  pursuant to the terms of the Purchase  Agreement;  (iii) Common
         Stock upon exercise of any stock purchase warrant or option (other than
         the  options  referred  to in clause  (i)  above) or other  convertible
         security outstanding on the date hereof; or (iv) Common Stock issued as
         consideration in acquisitions. In addition, for purposes of calculating
         any adjustment of the Conversion Price as provided in this Section 5.2,
         all of the  shares  of Common  Stock  issuable  pursuant  to any of the
         foregoing shall be assumed to be outstanding prior to the event causing
         such adjustment to be made.

                  5.2.2 For purposes of this Section 5.2, the following shall be
         applicable

                  (A)  Issuance of Rights or Options.  In case at any time after
         the date hereof the Company shall in any manner grant (whether directly
         or by assumption in a merger or otherwise)  any rights to subscribe for
         or to purchase, or any options for the purchase of, Common Stock or any
         stock or securities  convertible  into or exchangeable for Common Stock
         (such  convertible  or  exchangeable  stock or securities  being herein
         called  "Convertible  Securities")  (other  than  warrants,  options or
         convertible  securities  issued  as  consideration  for or  assumed  in
         conjunction with an acquisition or to officers, directors, or employees
         of the acquired entity in conjunction  therewith),  whether or not such
         rights  or  options  or the  right  to  convert  or  exchange  any such
         Convertible Securities are immediately  exercisable,  and the price per
         share for which shares of Common  Stock are issuable  upon the exercise
         of such  rights or  options  or upon  conversion  or  exchange  of such
         Convertible Securities (determined by dividing (i) the total amount, if
         any,  received or  receivable by the Company as  consideration  for the
         granting of such rights or options,  plus the minimum  aggregate amount
         of additional  consideration,  if any,  payable to the Company upon the
         exercise of such rights or options, or plus, in the case of such rights
         or options that relate to Convertible Securities, the minimum aggregate
         amount of additional  consideration,  if any, payable upon the issue or
         sale of such Convertible Securities and upon the conversion or exchange
         thereof,  by (ii) the total  maximum  number of shares of Common  Stock
         issuable  upon the  exercise  of such  rights  or  options  or upon the
         conversion or exchange of all such Convertible Securities issuable upon
         the  exercise  of such  rights  or  options)  shall 

                                      -61-
be less than the Conversion  Price in effect as of the date of granting
         such  rights or  options,  then the total  maximum  number of shares of
         Common  Stock  issuable  upon the exercise of such rights or options or
         upon conversion or exchange of all such Convertible Securities issuable
         upon the  exercise  of such  rights  or  options  shall be deemed to be
         outstanding  as of the date of the  granting  of such rights or options
         and to have been  issued for such  price per share,  with the effect on
         the  Conversion  Price  specified in Section  5.2.1  hereof.  Except as
         provided  in  Section  5.2.2  hereof,  no  further  adjustment  of  the
         Conversion  Price shall be made upon the actual issuance of such Common
         Stock or of such Convertible Securities upon exercise of such rights or
         options  or  upon  the  actual  issuance  of  such  Common  Stock  upon
         conversion or exchange of such Convertible Securities.

                  (B)  Change  in  Option  Price or  Conversion  Rate.  Upon the
         happening of any of the following events,  namely, if the purchase pace
         provided for in any right or option referred to in Section 5.2.2 above,
         the additional  consideration,  if any,  payable upon the conversion or
         exchange of any Convertible  Securities referred to in Section 5.2.2(A)
         hereof, or the rate at which any Convertible  Securities referred to in
         Section  5.2.2(A)  hereof,  are convertible  into or  exchangeable  for
         Common Stock shall change  (other than under or by reason of provisions
         designed to protect  against  dilution),  the Conversion  Price then in
         effect hereunder shall forthwith be readjusted (increased or decreased,
         as the case may be) to the  Conversion  Price  that  would have been in
         effect at such time had such rights,  options or Convertible Securities
         still outstanding provided for such changed purchase price,  additional
         consideration  or  conversion  rate,  as the case  may be,  at the time
         initially granted, issued or sold. On the expiration of any such option
         or right referred to in Section 5.2.2(A) hereof,  or on the termination
         of  any  such  right  to  convert  or  exchange  any  such  Convertible
         Securities referred to in Section 5.2.2(A) hereof, the Conversion Price
         then in effect  hereunder shall  forthwith be readjusted  (increased or
         decreased,  as the case may be) to the Conversion Price that would have
         been in effect at the time of such  expiration or termination  had such
         right,  option or  Convertible  Securities,  to the extent  outstanding
         immediately  prior  to  such  expiration  or  termination,  never  been
         granted, issued or sold, and the Common Stock issuable thereunder shall
         no longer be deemed to be  outstanding.  If the purchase price provided
         for in  Section  5.2.2(A)  hereof or the rate at which 

                                      -62-
any Convertible  Securities  referred to in Section 5.2.2(A) hereof are
         convertible  into or exchangeable  for Common Stock shall be reduced at
         any time under or by reason of provisions with respect thereto designed
         to protect  against  dilution,  then in case of the  delivery of Common
         Stock upon the exercise of any such right or option or upon  conversion
         or exchange of any such  Convertible  Securities,  the Conversion Price
         then in effect hereunder shall, if not already  adjusted,  forthwith be
         adjusted to such amount as would have  obtained had such right,  option
         or Convertible Securities never been issued as to such Common Stock and
         had  adjustments  been  made  upon the  issuance  of the  Common  Stock
         delivered as aforesaid,  but only if as a result of such adjustment the
         Conversion Price then in effect hereunder is thereby reduced.

                  (C)  Consideration for Stock. In case at any time Common Stock
         or Convertible Securities or any rights or options to purchase any such
         Common  Stock or  Convertible  Securities  shall be  issued or sold for
         cash,  the  consideration  therefor  shall be deemed  to be the  amount
         received by the Company therefor. In case at any time any Common Stock,
         Convertible  Securities  or any rights or options to purchase  any such
         Common  Stock or  Convertible  Securities  shall be  issued or sold for
         consideration  other than cash, the amount of the  consideration  other
         than cash  received by the Company shall be deemed to be the fair value
         of such  consideration,  as determined  reasonably and in good faith by
         the Board of Directors  of the Company.  In ease at any time any Common
         Stock,  Convertible Securities or any rights or options to purchase any
         Common Stock or  Convertible  Securities  shall be issued in connection
         with any merger or  consolidation in which the Company is the surviving
         corporation,  the amount of  consideration  received  therefor shall be
         deemed to be the fair value, as determined reasonably and in good faith
         by the Board of Directors of the Company, of such portion of the assets
         and business of the nonsurviving corporation as such Board of Directors
         may  determine to be  attributable  to such Common  Stock,  Convertible
         Securities,  rights or  options as the case may be. In case at any time
         any  rights or  options  to  purchase  any  shares  of Common  Stock or
         Convertible  Securities shall be issued in connection with the issuance
         and sale of other securities of the Company, together consisting of one
         integral  transaction  in which no  consideration  is allocated to such
         rights or  options by the  parties,  such  rights or 

                                      -63-
options shall be deemed to have been issued without consideration.

                  (D) Record Date.  In the ease the Company  shall take a record
         of the holders of its Common  Stock for the purpose of  entitling  them
         (i) to receive a dividend or other distribution payable in Common Stock
         or Convertible Securities,  or (ii) to subscribe for or purchase Common
         Stock or Convertible Securities,  then such record date shall be deemed
         to be  the  date  of the  issuance  or  sale  of the  Common  Stock  or
         Convertible  Securities  deemed to have been issued or sold as a result
         of the  declaration  of such  dividend  or the  making  of  such  other
         distribution  or the date of the granting of such right of subscription
         or purchase, as the ease may be.

                  (E)  Treasury  Shares.  The  number of shares of Common  Stock
         outstanding  at any given time shall not include  shares owned directly
         by the  Company in  treasury,  and the  disposition  of any such shares
         shall be considered an issuance or sale of Common Stock for the purpose
         of this Section 5.2.

         5.3 Stock  Dividends.  In case the Company  shall declare a dividend or
make any other  distribution  upon any shares of the Company,  payable in Common
Stock or Convertible Securities,  any Common Stock or Convertible Securities, as
the case may be, issuable in payment of such dividend or  distribution  shall be
deemed to have been issued or sold without consideration.

         5.4 Stock  Splits and  Reverse  Splits.  In the event that the  Company
shall at any time  subdivide  its  outstanding  shares  of Common  Stock  into a
greater number of shares,  the Conversion Price in effect  immediately  prior to
such subdivision shall be proportionately  reduced and the number of Shares into
which this Note may be converted  immediately prior to such subdivision shall be
proportionately  increased,  and  conversely,  in the event that the outstanding
shares of Common  Stock shall at any time be combined  into a smaller  number of
shares,  the Conversion  Price in effect  immediately  prior to such combination
shall be proportionately increased and the number of Shares into which this Note
may be converted  immediately prior to such combination shall be proportionately
reduced.  Except as provided in this Section 5.4 no adjustment in the Conversion
Price and no change in the number of Shares  shall be made under this  Article V
as a result of or by reason of any such subdivision or combination.

                                      -64-
5.5 Reorganizations  and Asset Sales. If any capital  reorganization or
reclassification  of the capital  stock of the  Company,  or any  consolidation,
merger or share  exchange  of the  Company  with  another  Person,  or the sale,
transfer  or other  disposition  of all or  substantially  all of its  assets to
another Person shall be effected h such a way that holders of Common Stock shall
be entitled to receive capital stock, securities or assets with respect to or in
exchange for their shares, then the following provisions shall apply:

                  5.5.1 As a condition of such reorganization, reclassification,
consolidation,  merger,  share  exchange,  sale,  transfer or other  disposition
(except as  otherwise  provided  below in Section  5.5.3),  lawful and  adequate
provisions  shall be made whereby the holder of this Note shall  thereafter have
the right to purchase  and receive  upon the terms and  conditions  specified in
this Note and in lieu of the shares immediately  theretofore receivable upon the
exercise  of the  rights  represented  hereby,  such  shares of  capital  stock,
securities  or assets as may be issued or payable with respect to or in exchange
for a number of  outstanding  shares of such Common Stock equal to the number of
shares   immediately   theretofore  so  receivable   had  such   reorganization,
reclassification, consolidation, merger, share exchange or sale not taken place,
and in any such  case  appropriate  provision  reasonably  satisfactory  to such
holder shall be made with respect to the rights and  interests of such holder to
the end that the provisions hereof (including,  without  limitation,  provisions
for adjustments of the Conversion  Price and of the number of shares  receivable
upon the exercise)  shall  thereafter be applicable,  as nearly as possible,  in
relation  to any  shares of  capital  stock,  securities  or  assets  thereafter
deliverable upon the exercise of this Note.

                  5.5.2  In  the  event  of  a   merger,   share   exchange   or
consolidation  of the Company with or into another Person as a result of which a
number of  shares of common  stock or its  equivalent  of the  successor  Person
greater  or  lesser  than the  number of  shares  of  Common  Stock  outstanding
immediately  prior to such merger,  share exchange or consolidation are issuable
to holders of Common  Stock,  then the  Conversion  Price in effect  immediately
prior to such merger,  share exchange or consolidation  shall be adjusted in the
same manner as though there were a subdivision or combination of the outstanding
shares of Common Stock.

                                      -65-
5.5.3 The  Company  shall not effect  any such  consolidation,
merger,  share exchange,  sale, transfer or other disposition unless prior to or
simultaneously with the consummation thereof the successor Person (if other than
the Company) resulting from such consolidation,  share exchange or merger or the
Person  purchasing  or  otherwise  acquiring  such assets  shall have assumed by
written instrument  executed and mailed or delivered to the Holder hereof at the
last address of such Holder appearing on the books of the Company the obligation
to deliver to such Holder such shares of capital stock, securities or assets as,
in  accordance  with the  foregoing  provisions,  such Holder may be entitled to
receive,  and all other  liabilities and  obligations of the Company  hereunder.
Upon written  request by the Holder hereof,  such Successor  Person will issue a
new Note revised to reflect the  modifications in this Note effected pursuant to
this Section 5.5.

                  5.5.4 If a purchase,  tender or exchange  offer is made to and
accepted  by the  holders  of 50% or more of the  outstanding  shares  of Common
Stock, the Company shall not effect any consolidation, merger, share exchange or
sale, transfer or other disposition of all or substantially all of the Company's
assets  with the Person  having  made such offer or with any  affiliate  of such
Person,  unless prior to the consummation of such consolidation,  merger,  share
exchange,  sate, transfer or other disposition the holder hereof shall have been
given a reasonable  opportunity  to then elect to receive upon the conversion of
this Note either the capital  stock,  securities  or assets then  issuable  with
respect to the Common Stock or the capital stock,  securities or assets,  or the
equivalent,  issued to previous  holders of the Common Stock in accordance  with
such offer.

         5.6  Adjustment  for Asset  Distribution.  If the  Company  declares  a
dividend or other distribution  payable to all holders of shares of Common Stock
in  evidences  of  indebtedness  of the  Company or other  assets of the Company
(including,  cash (other than  regular cash  dividends  declared by the Board of
Directors),  capital stock (other than Common Stock,  Convertible  Securities or
options or rights thereto) or other  property),  the Conversion  Price in effect
immediately  prior to such  declaration  of such dividend or other  distribution
shall  be  reduced  by an  amount  equal  to the  amount  of  such  dividend  or
distribution  payable per share of Common Stock,  in the case of a cash dividend
or distribution, or by the fair value of such dividend or distribution per share
of  Common  Stock  (as  reasonably  determined  in good  faith  by the  Board of
Directors of the Company),  in the case of any other  dividend or  distribution.
Such reduction  shall be made whenever any such

                                      -66-
dividend or  distribution  is made and shall be  effective  as of the date as of
which a record is taken for purpose of such  dividend or  distribution  or, if a
record is not  taken,  the date as of which  holders  of record of Common  Stock
entitled to such dividend or distribution are determined.

         5.7 De Minimis  Adjustments.  No  adjustment in the number of shares of
Common Stock  purchasable  hereunder  shall be required  unless such  adjustment
would  require an increase  or  decrease  of at least one share of Common  Stock
purchasable  upon  conversion of the Note and no  adjustment  in the  Conversion
Price shall be  required  unless such  adjustment  would  require an increase or
decrease of at least $.01 in the Conversion Price;  provided,  however, that any
adjustments  which by reason of this  Section  5.7 are not  required  to be made
shall be carried  forward and taken into account in any  subsequent  adjustment.
All  calculations  shall  be made to the  nearest  full  share  or  nearest  one
hundredth of a dollar, as applicable.

         5.8 Notice of Adjustment.  Whenever the Conversion  Price or the number
of Shares  issuable upon the  conversion of the Note shall be adjusted as herein
provided,  or the rights of the holder  hereof  shall  change by reason of other
events specified herein, the Company shall compute the adjusted Conversion Price
and the adjusted number of Shares in accordance  with the provisions  hereof and
shall prepare an Officer's  Certificate  setting  forth the adjusted  Conversion
Price and the adjusted  number of Shares  issuable  upon the  conversion of this
Note or specifying the other shares of stock, securities or assets receivable as
a result of such change in rights,  and showing in  reasonable  detail the facts
and  calculations  upon which such  adjustments or other changes are based.  The
Company shall cause to be mailed to the Holder  hereof copies of such  Officer's
Certificate  together with a notice  stating that the  Conversion  Price and the
number of Shares purchasable upon conversion of this Note have been adjusted and
setting forth the adjusted  Conversion  Price and the adjusted  number of Shares
purchasable upon conversion of this Note.

         5.9 Notifications to Holders. In case at any time the Company proposes:

                           (i) to declare  any  dividend  upon its Common  Stock
                  payable in capital stock or make any special dividend or other
                  distribution (other than cash dividends) to the holders of its
                  Common Stock;

                                      -67-
(ii) to offer for subscription pro rata to all of the
                  holders of its Common Stock any  additional  shares of capital
                  stock of any class or other rights;

                           (iii)  to  effect  any  capital  reorganization,   or
                  reclassification  of the  capital  stock  of the  Company,  or
                  consolidation,  merger or share  exchange of the Company  with
                  another Person, or sale,  transfer or other disposition of all
                  or substantially all of its assets; or

                           (iv)   to   effect   a   voluntary   or   involuntary
                  dissolution, liquidation or winding up of the Company,

then, in any one or more of such cases, the Company shall give the holder hereof
(a) at least 10 days (but not more  than 90 days)  prior  written  notice of the
date on which the books of the Company  shall  close or a record  shall be taken
for such dividend, distribution or subscription rights or for determining rights
to vote in  respect  of any  such  issuance,  reorganization,  reclassification,
consolidation, merger, share exchange, sale, transfer, disposition, dissolution,
liquidation  or  winding  up,  and  (b)  in  the  case  of  any  such  issuance,
reorganization,  reclassification,  consolidation, merger, share exchange, sale,
transfer, disposition,  dissolution, liquidation or winding up, at least 10 days
(but not more than 90 days) prior written notice of the date when the same shall
take place.  Such notice in accordance with the foregoing  clause (a) shall also
specify, in the case of any such dividend,  distribution or subscription rights,
the date on which the holders of Common  Stock shall be  entitled  thereto,  and
such notice in accordance  with the foregoing  clause (b) shall also specify the
date on which the holders of Common  Stock  shall be entitled to exchange  their
Common Stock,  as the case may be, for securities or other property  deliverable
upon  such  reorganization,   reclassification,   consolidation,  merger,  share
exchange, sale, transfer, disposition,  dissolution,  liquidation or winding up,
as the case may be.

         5.10 Company to Prevent  Dilution.  If any event or condition occurs as
to which other  provisions  of this  Article are not strictly  applicable  or if
strictly  applicable would not fairly protect the exercise or purchase rights of
this  Note  evidenced  hereby  in  accordance  with  the  essential  intent  and
principles of such provisions, or that might materially and adversely affect the
exercise or purchase  rights of the holder  hereof under any  provisions of this
Note,  then the Company shall make such 

                                      -68-
adjustments  in the  application  of such  provisions,  in accordance  with such
essential  intent and  principles,  so as to protect such  exercise and purchase
rights  as  aforesaid,  and  any  adjustments  necessary  with  respect  to  the
Conversion  Price  and the  number  of  shares  purchasable  hereunder  so as to
preserve  the  rights  of the  holder  hereunder.  In no  event  shall  any such
adjustment  have the effect of  increasing  the  Conversion  Price as  otherwise
determined  pursuant to this  Article  except in the event of a  combination  of
shares of the type  contemplated in Section 5.4 hereof,  and then in no event to
an amount greater than the Conversion Price as adjusted  pursuant to Section 5.4
hereof.

                                   ARTICLE VI

                                    COVENANTS

         The  Company  covenants  and  agrees  that,  so long  as  this  Note is
outstanding:

         6.1 Payment of Principal  and Accrued  Interest.  The Company will duly
and punctually pay or cause to be paid the principal sum of this Note,  together
with interest  accrued  thereon from the date hereof to the date of payment,  in
accordance with the terms hereof.

         6.2  Corporate  Existence.  The  Company  will,  and  will  cause  each
Subsidiary to, do or cause to be done all things  necessary to preserve and keep
in full force and effect its corporate existence, rights (charter and statutory)
and franchises; provided, however, that the Company or a Subsidiary shall not be
required  to  preserve  any such  right  or  franchise  if it  shall  reasonably
determine that the preservation thereof is no longer desirable in the conduct of
its business.

         6.3  Taxes;  Claims;  etc.  The  Company  will,  and  will  cause  each
Subsidiary  to,  promptly pay and discharge all lawful taxes,  assessments,  and
governmental charges or levies imposed upon it or upon its income or profits, or
upon any of its  properties,  real,  personal,  or mixed,  before the same shall
become in  default,  as well as all  lawful  claims for  labor,  materials,  and
supplies or otherwise which, if unpaid,  might become a lien or charge upon such
properties or any part  thereof,  and which lien or charges will have a material
adverse effect on the business of the Company;  provided,  however, that neither
the Company nor any Subsidiary  shall be required to pay or cause to be paid any
such

                                      -69-
tax,  assessment,  charge,  levy, or claim prior to  institution  of foreclosure
proceedings  if the validity  thereof  shall  concurrently  be contested in good
faith by  appropriate  proceedings  and if the  Company  shall have  established
reserves  deemed by the Company  adequate with respect to such tax,  assessment,
charge, levy, or claim.

         6.4 Maintenance of Existence and Properties. The Company will, and will
cause each Subsidiary to, keep its material  properties in good repair,  working
order,  and  condition,  ordinary wear and tear  excepted,  so that the business
carried on may be properly  conducted  at all times in  accordance  with prudent
business management.

         6.5 SEC Reports.  The Company will deliver to the Holder within 20 days
after it files them with the SEC, copies of its annual and quarterly reports and
of the information,  documents, and other reports (or copies of such portions of
any of the foregoing as the SEC may by rules and  regulations  prescribe)  which
the Company is required or elects to file with the SEC pursuant to Section 13 or
15(d) of the  Securities  Exchange Act of 1934.  The Company will timely  comply
with  its  reporting  and  filing   obligations  under  the  applicable  federal
securities laws.

         6.6 Notice of Defaults.  The Company will promptly notify the Holder in
writing of the  occurrence of (i) any Event of Default under this Note, and (ii)
any event of default (or if any event of default  would  result upon any payment
with  respect to this Note) with  respect to any  Indebtedness  as such event of
default is defined  therein or in the instrument  under which it is outstanding,
permitting holders to accelerate the maturity of such Indebtedness.

         6.7  Compliance  with Laws.  The Company will promptly  comply with all
laws,  ordinances and governmental rules and regulations to which it is subject,
the violation of which would materially and adversely affect the Company.

         6.8  Amendments  to Charter.  The Company  will not amend or modify its
charter without the prior written consent of Holder.

         6.9 Mergers and  Acquisitions.  Without the consent of the Holder,  the
Company or any Subsidiary will not dissolve,  liquidate,  consolidate,  merge or
enter  into a share  exchange  with or sell  or  transfer  all or a  substantial
portion of its assets to any  Person.  Notwithstanding  the  provisions  of this
Section  6.9, 

                                      -70-
Holder  hereby  agrees that any merger of  Petro-Log,  Inc. or  Production  Well
Services,  Inc. into Boone  Wireline  Co.,  Inc. or the Company is  specifically
permitted under this Note.

         6.10  Election of  Director.  The Company  will use its best efforts to
cause the  election,  at all  shareholders  meetings  called for the  purpose of
electing  directors  of the Company or in any other  action  taken to elect such
directors,  of one person  designated  by Holder as a nominee  (the  "Designated
Director"). If a vacant directorship arises due to the resignation or disability
of the Designated  Director,  or if the  Designated  Director is removed for any
reason,  the  Company  will use its best  efforts  to cause the  appointment  of
another person designated by Holder to replace the Designated Director.

                                   ARTICLE VII

                                  MISCELLANEOUS

         7.1 Consent to  Amendments.  This Note may be amended,  and the Company
may take  any  action  herein  prohibited,  or omit to  perform  any act  herein
required  to be  performed  by it, if and only if the Company  shall  obtain the
written consent to such amendment, action or omission to act from the holders of
a majority of the aggregate principal amount of this Note.

         7.2  Benefits  of Note;  No  Impairment  of  Rights of Holder of Senior
Indebtedness.  Nothing  in this  Note,  express  or  implied,  shall give to any
Person, other than the Company,  Holder, and their successors any benefit or any
legal or equitable right, remedy or claim under or in respect of this Note.

         7.3 Successors  and Assigns.  All covenants and agreements in this Note
contained  by or on behalf of the Company and the Holder shall bind and inure to
the  benefit of the  respective  successors  and  assigns of the Company and the
Holder.

         7.4  Restrictions  on Transfer.  Holder  shall not  transfer  this Note
except  (by the grant of a  security  interest)  to its  lender or  lenders.  As
between Holder and its lender or lenders,  this Note is transferable in the same
manner  and with  the same  effect  as in the  case of a  negotiable  instrument
payable to a  specified  person.  Any lender to which  Holder  grants a security
interest in this Note shall be entitled to exercise  all remedies to which it is
entitled by contract or by law, including (without 

                                      -71-
limitation)  transferring  this  Note  into its own name or into the name of any
purchaser at any sale undertaken in connection  with  enforcement by such lender
of its remedies.

         7.5  Notice;  Address of Parties.  Except as  otherwise  provided,  all
communications to the Company or Holder provided for herein or with reference to
this Note  shall be deemed to have  been  sufficiently  given or served  for all
purposes on the third  business day after being sent as certified or  registered
mail,  postage  and  charges  prepaid,  to the  following  addresses:  if to the
Company:  Black  Warrior  Wireline  Corp.,  3748  Highway  #45 North,  Columbus,
Mississippi  39701, or at any other address designated by the Company in writing
to Holder; if to Holder:  St. James Capital  Partners,  L.P., _St. James Capital
Corp., 1980 Post Oak Boulevard,  Suite 2030, Houston, Texas 77056, Attn: John L.
Thompson,  or at any  other  address  designated  by Holder  to the  Company  in
writing.

         7.6  Separability  Clause.  In case any provision in this Note shall be
invalid,  illegal or unenforceable in any jurisdiction,  the validity,  legality
and enforceability of the remaining provisions in such jurisdiction shall not in
any way be affected or impaired thereby;  provided,  however,  such construction
does not destroy the essence of the bargain provided for hereunder.

         7.7  Governing  Law.  This Note shall be governed by, and  construed in
accordance  with, the internal laws of the State of Delaware  (without regard to
principles of choice of law).

         7.8  Usury.  It is the  intention  of the  parties  hereto  to  conform
strictly to the  applicable  laws of the State of Delaware and the United States
of America,  and judicial or  administrative  interpretations  or determinations
thereof  regarding the contracting  for,  charging and receiving of interest for
the use,  forbearance,  and detention of money (hereinafter  referred to in this
Section 7.9 as "Applicable  Law").  The Holder shall have no right to claim,  to
charge or to receive any interest in excess of the maximum rate of interest,  if
any,  permitted  to be  charged  on  that  portion  of the  amount  representing
principal  which is outstanding  and unpaid from time to time by Applicable Law.
Determination  of the rate of interest  for the purpose of  determining  whether
this  Note is  usurious  under  Applicable  Law  shall  be  made by  amortizing,
prorating,  allocating  and  spreading  in equal parts  during the period of the
actual  time of this Note,  all  interest  or other sums  deemed to be  interest
(hereinafter referred to in this Section 7.9 as "Interest") at any time

                                      -72-
contracted  for,  charged or received from the Company in  connection  with this
Note. Any Interest  contracted for, charged or received in excess of the maximum
rate allowed by Applicable Law shall be deemed a result of a mathematical  error
and a mistake.  If this Note is paid in part prior to the end of the full stated
term of this Note and the Interest  received for the actual  period of existence
of this Note exceeds the maximum rate allowed by  Applicable  Law,  Holder shall
credit the amount of the excess  against any amount owing under this Note or, if
this Note has been paid in full,  or in the event  that it has been  accelerated
prior to maturity, Holder shall refund to the Company the amount of such excess,
and shall not be subject to any of the penalties  provided by Applicable Law for
contracting  for,  charging or receiving  Interest in excess of the maximum rate
allowed by Applicable Law. Any such excess which is unpaid shall be canceled.

                                      -73-
IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed on the date first above written.

                                              BLACK WARRIOR WIRELINE CORP.

                                     By:      /s/ William L. Jenkins,President

                                      -74-
EXHIBIT 5

THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES  ACT"), OR ANY OTHER  APPLICABLE  SECURITIES LAW AND MAY NOT BE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT UNDER, OR IN
A  TRANSACTION  EXEMPT  FROM  REGISTRATION  UNDER,  THE  SECURITIES  ACT  AND IN
ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS.

THIS NOTE MAY BE SUBORDINATE TO CERTAIN  INDEBTEDNESS OF BLACK WARRIOR  WIRELINE
CORP. AS AND TO THE EXTENT SET FORTH IN THAT CERTAIN  AGREEMENT FOR PURCHASE AND
SALE DATED JUNE 5, 1997  BETWEEN  BLACK  WARRIOR  WIRELINE  CORP.  AND ST. JAMES
CAPITAL PARTNERS, L.P.

                          BLACK WARRIOR WIRELINE CORP.
                     $3,000,000 BRIDGE LOAN PROMISSORY NOTE

$3,000,000                       Houston, Texas                    June 5, 1997

         Black Warrior Wireline Corp., Inc., a Delaware corporation (hereinafter
called the "Company," which term includes any directly or indirectly  controlled
subsidiaries or successor entities), for value received,  hereby promises to pay
to St. James Capital Partners, L.P., a Delaware limited partnership (hereinafter
called "Holder"),  or its registered assigns, the principal sum of Three Million
Dollars  ($3,000,000),  together  with  accrued  interest  on the amount of such
principal sum,  payable in accordance  with the terms set forth below. It is the
intention  of the  parties  that  the  principal  sums  of  this  Note  and  the
Convertible  Note (as defined below) shall be advanced in multiple  Advances (as
defined below).  No Advance shall be made under this Note if an Event of Default
(as defined  below) exists or would exist but for the passage of time.  Interest
under the Notes shall accrue on amounts actually advanced.

                                      -75-
THE  OBLIGATIONS  OF THE COMPANY  CONTAINED IN THIS NOTE ARE SUBJECT TO
THE TERMS OF A BORROWER  SECURITY  AGREEMENT  BETWEEN THE COMPANY AND THE HOLDER
DATED AS OF THE DATE HEREOF (THE "SECURITY  AGREEMENT").  THE OBLIGATIONS OF THE
COMPANY  CONTAINED IN THIS NOTE ARE FURTHER SUBJECT TO THE TERMS OF A SUBSIDIARY
SECURITY  AGREEMENT  (HEREIN SO CALLED) BETWEEN THE  SUBSIDIARIES OF THE COMPANY
AND THE  HOLDER,  AND A  SUBSIDIARY  GUARANTY  (HEREIN SO CALLED) BY EACH OF THE
SUBSIDIARIES  OF THE COMPANY IN FAVOR OF THE  HOLDER,  BOTH DATED AS OF THE DATE
HEREOF.

                                    ARTICLE I

                                   Definitions

         I.1 For all  purposes  of this  Note,  except  as  otherwise  expressly
provided or unless the context otherwise requires: (i) the terms defined in this
Article  have the  meanings  assigned  to them in this  Article  and include the
plural as well as the singular;  (ii) all accounting terms not otherwise defined
herein have the meanings assigned to them in accordance with generally  accepted
accounting  principles as  promulgated  from time to time by the  Association of
Independent  Certified  Public  Accountants;  and (iii) the words  "herein"  and
"hereof" and other words of similar import refer to this Note as a whole and not
to any particular Article, Section or other subdivision.

         "Advance"  means  a  disbursement  of  proceeds  of  this  Note  or the
Convertible Note.

         "Board of  Directors"  means the board of  directors  of the Company as
elected from time to time or any duly authorized committee of that board.

         "Business  Day" means each  Monday,  Tuesday,  Wednesday,  Thursday and
Friday which is not a day on which banking  institutions  in Houston,  Texas are
authorized or obligated by law or executive order to be closed.

         "Common  Stock" means  shares of common  stock,  par value  $0.0005 per
share, of the Company.

                                      -76-
"Convertible Note" means the $2,000,000 9% Convertible  Promissory Note
of the Company to Holder dated the date hereof.

         "Default"  means any event which is, or after notice or passage of time
would be, an Event of Default.

         "Event of Default" has the meaning specified in Section 3.1.

         "Indebtedness"  of any Person  means all  indebtedness  of such Person,
whether  outstanding  on the date of this Note or hereafter  created,  incurred,
assumed or guaranteed,  (i) for the principal of, premium on and interest on all
debts of the Person  whether  outstanding on the date of this Note or thereafter
created  for  money  borrowed  by  such  Person  (including   capitalized  lease
obligations), money borrowed by others (including capitalized lease obligations)
and  guaranteed,  directly or  indirectly,  by such  Person,  or purchase  money
indebtedness,   or   indebtedness   secured   by   property   ("Purchase   Money
Indebtedness")  at the time of the  acquisition of such property by such Person,
for the payment of which the Person is directly or contingently liable; (ii) for
all accrued  obligations of the Person in respect of any contract,  agreement or
instrument  imposing an obligation upon the Person to pay over funds;  (iii) for
all trade debt of the Person; and (iv) for all deferrals,  renewals,  extensions
and refundings of, and amendments,  modifications and supplements to, any of the
indebtedness referred to in (i), (ii) or (iii) above.

         "Maturity  Date",  when used with respect to the Note means the earlier
of (i) the  funding  of Outside  Financing  or (ii)  September  3, 1997 (or such
earlier date upon which the Note  becomes due and payable)  subject to extension
by Company to October 3, 1997 upon issuance by the Company to Holder of warrants
to purchase  20,000 shares of Common Stock of the Company (which  warrants shall
be in  addition to the  warrants  issued by the Company to Holder on the date of
this Note). Such additional warrants shall be issued and delivered to the Holder
on or before  September 3, 1997, and if they are not delivered on or before such
date, then the "Maturity Date" shall be September 3, 1997.

         "Note" means this Bridge Loan Promissory Note in the original principal
amount of $3,000,000.

         "Outside  Financing" shall be defined as (i) any transaction  where the
Company  hereafter  sells or transfers  its equity or debt  securities  for cash
whether in public or private  offerings  and 

                                      -77-
(ii)  any  financing  from a bank or other  entity  made to the  Company  or any
Subsidiary  (including  any financing to which Holder  subordinates  pursuant to
Section  1.6 of the  Agreement  for  Purchase  and Sale  between  Holder and the
Company,  dated  June 5,  1997).  The term  shall  not  include  purchase  money
financing  of items of  equipment  which is  limited  to the  purchase  price of
equipment bought in the ordinary course of the Company's business.

         "Person" means any individual,  corporation, limited liability company,
partnership,  joint venture,  association,  joint-stock company,  trust, estate,
other  entity,  unincorporated  organization  or  government  or any  agency  or
political subdivision thereof.

         "SEC" means the United States Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act of 1933.

         "Subsidiary" means a corporation or other entity in which more than 50%
of the  outstanding  voting stock or equity  interests  is owned or  controlled,
directly or indirectly, by the Company or any combination of the Company and one
or more other Subsidiaries,  provided,  however, that the following shall not be
deemed  Subsidiaries  for purposes of this Note:  Black  Warrior  International,
Inc.; Black Warrior  International  (Bermuda),  Ltd.; Black Warrior Oil and Gas,
Inc.;   and   Black   Warrior   Syria,   Ltd.   (collectively,   the   "Inactive
Organizations").  However,  if any Inactive  Organization  begins to conduct any
business (other than activities to "wind down" such organization), such Inactive
Organization  shall be considered a Subsidiary  under this  Agreement  from that
point forward.  For the purposes of this definition,  "voting stock" means stock
or other  interests  which  ordinarily  has  voting  power for the  election  of
directors,  and equity  interests  means the right to receive the profits of the
entity,  when  disbursed,  or the  assets  of the  entity  upon  liquidation  or
dissolution.

                                      -78-
ARTICLE II

                                    Payments

         II.1  Interest.  From the date of this Note through the Maturity  Date,
interest shall accrue hereunder on the unpaid outstanding  principal sum of this
Note at a rate equal to ten percent (10%) per annum calculated on the basis of a
360-day year until paid.  All past due amounts of principal  and interest  shall
bear interest at a rate equal to fifteen  percent (15%) per annum  calculated on
the basis of a 360-day year until paid.

         II.2 Payment of Principal and Interest.  Subject to Section 2.4 hereof,
the principal and unpaid  interest of this Note shall be due and payable in full
on the Maturity Date.

         II.3 Prepayments. At any time before the Maturity Date, the Company may
prepay  all or any part of this  Note in whole or in part,  without  penalty  or
discount,  upon five days'  prior  written  notice  given to Holder  pursuant to
Section  5.6;  provided  that this Note shall be  mandatorily  prepaid  upon the
closing of an Outside Financing, such prepayment to be in an amount equal to the
net  proceeds  received  by the  Company  or any  Subsidiary  from such  Outside
Financing  but not to exceed the then  outstanding  principal  and  accrued  and
unpaid interest on this Note. All payments made under this Note shall be applied
first to accrued  interest,  and the balance,  if any, to  principal;  provided,
however,  that interest shall accrue under any remaining  principal  balance and
shall be payable at the rate provided above.

         II.4 Manner of Payment upon Maturity. At maturity, payment of principal
and  interest  on this Note will be made by  delivery of checks to Holder at its
address as set forth in this Note or wire  transfers  pursuant  to  instructions
from  Holder.  If the date upon which the payment of  principal  and interest is
required to be made  pursuant to this Note occurs other than on a Business  Day,
then such payment of principal and interest  shall be made on the next occurring
Business Day following said payment date and shall include interest through said
next occurring Business Day.

                                      -79-
II.5 Security; Guaranty. This Note is secured by the collateral defined
in the  Security  Agreement  and by the  collateral  defined  in the  Subsidiary
Security  Agreement.  This  Note and the  obligations  hereunder  and  under the
Security  Agreement and the Subsidiary  Security Agreement are guaranteed by the
Subsidiaries of the Company pursuant to the Subsidiary Guaranty.

                                   ARTICLE III

                                    Remedies

         III.1    Events of Default.  An "Event of Default" occurs if:

                  (a)  the  Company  defaults  in  the  payment  or a  mandatory
prepayment  of the  principal  or interest of this Note,  or in the payment or a
prepayment  of the  principal  or interest of the  Convertible  Note,  when such
principal or interest becomes due and payable; or

                  (b) the Company or any Subsidiary  defaults in the performance
of any covenant  made by the Company,  and such  default  remains  uncured for a
period of 45 days,  in (i) the Agreement of Purchase and Sale by and between the
Company and the Holder dated as of the date hereof (the  "Purchase  Agreement"),
(ii) the Common Stock Purchase  Warrants  issued by the Company to the Holder as
of the date hereof (the  "Warrants");  (iii) the  Registration  Rights Agreement
dated as of the date  hereof by and  between  the  Company  and the Holder  (the
"Registration Rights Agreement"); (iv) the Voting Agreement dated as of the date
hereof by and among the Company,  certain of its stockholders,  and Holder,  (v)
the Security  Agreement;  (vi) this Note; (vii) the Convertible Note; (viii) the
Subsidiary Security Agreement; or (ix) the Subsidiary Guaranty;  provided that a
default in the performance of any covenant in Sections 8(a),  8(c),  8(d), 8(e),
8(f), 8(h),  8(i),  8(j), 8(k), 8(l), 8(m) or 8(n) of the Security  Agreement or
Section  4.1 of  this  Note  shall  be an  event  of  Default  immediately  upon
occurrence; or

                  (c) any  representation or warranty made by the Company or any
Subsidiary in the Purchase  Agreement,  the Warrants,  the  Registration  Rights
Agreement,  this Note, the Convertible Note, the Subsidiary  Security Agreement,
the  Subsidiary  Guaranty  or in any  certificate  furnished  by the  Company in
connection with the 

                                      -80-
consummation of the transaction  contemplated thereby, is untrue in any material
respect as of the date of making thereof and such default  remains uncured for a
period of 45 days; or

                  (d) the Company or any Subsidiary defaults in the payment when
due  (whether  by lapse of  time,  by  declaration,  by call for  redemption  or
otherwise)  of the principal of or interest on any  Indebtedness  of the Company
(other than the Indebtedness  evidenced by the Note or good-faith  disputes with
trade creditors)  having an aggregate  principal amount in excess of $100,000 or
on any  Indebtedness of the Company to any of its  stockholders and such default
remains uncured for a period of 45 days; or

                  (e) a court of  competent  jurisdiction  enters a judgment  or
judgments against the Company or any Subsidiary or any property or assets of the
Company or any Subsidiary for the payment of money aggregating  $100,000 or more
in excess of applicable insurance coverage (other than the judgment disclosed on
Schedule  3.1(e)  hereto) and such  default  remains  uncured for a period of 45
days; or

                  (f) a court of competent  jurisdiction  enters (i) a decree or
order for relief in respect of the Company or any  Subsidiary in an  involuntary
case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization  or other  similar  law or (ii) a decree or order  adjudging  the
Company or any  Subsidiary  a bankrupt or  insolvent,  or  approving as properly
filed a petition seeking reorganization,  arrangement, adjustment or composition
of or in respect of the Company or any Subsidiary  under any applicable  federal
or state  law,  or  appointing  a  custodian,  receiver,  liquidator,  assignee,
trustee, sequestrator or other similar official of the Company or any Subsidiary
or of any  substantial  part of the property of the Company or any Subsidiary or
ordering  the  winding up or  liquidation  of the  affairs of the Company or any
Subsidiary  and any such  decree or order of relief or any such other  decree or
order remains unstayed for a period of 90 days from its date of entry; or

                  (g) the Company or any  Subsidiary:  (i) commences a voluntary
case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization  or other  similar  law or any  other  case or  proceeding  to be
adjudicated  a bankrupt or insolvent;  (ii) files a petition,  answer or consent
seeking  reorganization or similar relief under any applicable  federal or 

                                      -81-
state law;  (iii)  makes an  assignment  for the benefit of  creditors;  or (iv)
admits in writing its  inability to pay its debts  generally as they become due;
or

                  (h) any person or group  (within the meaning of Section  13(d)
of the Securities  Exchange Act of 1934) becomes the beneficial  owner of 40% or
more of the total voting power of the Company and was not the  beneficial  owner
of 40% or more of the total  voting  power of the Company as of the date of this
Agreement; provided that the foregoing shall not include any person or group who
or which  acquires  Warrants (as that term is defined in that certain  Agreement
for  Purchase  and Sale dated June 5, 1997  between  the Company and Holder [the
"Purchase  Agreement"])  or shares of the Company's  Common Stock  issuable upon
exercise of Warrants or upon  conversion of the  Convertible  Note;  and further
provided  that such default has not been cured or waived within ninety (90) days
following such change of beneficial ownership.

                  (i) the Company or any Subsidiary  (i) merges or  consolidates
with or into any other Person,  unless the Company is the surviving or acquiring
party;  or (ii) dissolves or liquidates;  or (iii) sells all or any  substantial
portion of its assets.

         III.2  Acceleration  of  Maturity.  This Note and all accrued  interest
shall  (i)  automatically  become  immediately  due and  payable  if an Event of
Default  described in Section 3.1(f),  3.1(g) or 3.1(i) occurs,  and (ii) become
immediately  due and payable at the option of the Holder in its sole  discretion
if any other Event of Default occurs.

                                   ARTICLE IV

                                    Covenants

         The  Company  covenants  and  agrees  that,  so long  as  this  Note is
outstanding:

         IV.1 Payment of Principal and Accrued  Interest.  The Company will duly
and punctually pay or cause to be paid the principal sum of this Note,  together
with interest  accrued  thereon from the date hereof to the date of payment,  in
accordance with the terms hereof.

                                      -82-
IV.2  Corporate  Existence.  The  Company  will,  and will  cause  each
Subsidiary to, do or cause to be done all things  necessary to preserve and keep
in full force and effect its corporate existence, rights (charter and statutory)
and franchises; provided, however, that the Company or a Subsidiary shall not be
required  to  preserve  any such  right  or  franchise  if it  shall  reasonably
determine that the preservation thereof is no longer desirable in the conduct of
its business.

         IV.3  Taxes;  Claims;  etc.  The  Company  will,  and will  cause  each
Subsidiary  to,  promptly pay and discharge all lawful taxes,  assessments,  and
governmental charges or levies imposed upon it or upon its income or profits, or
upon any of its  properties,  real,  personal,  or mixed,  before the same shall
become in  default,  as well as all  lawful  claims for  labor,  materials,  and
supplies or otherwise which, if unpaid,  might become a lien or charge upon such
properties or any part  thereof,  and which lien or charges will have a material
adverse effect on the business of the Company;  provided,  however, that neither
the Company nor any Subsidiary  shall be required to pay or cause to be paid any
such tax, assessment, charge, levy, or claim prior to institution of foreclosure
proceedings  if the validity  thereof  shall  concurrently  be contested in good
faith by  appropriate  proceedings  and if the  Company  shall have  established
reserves  deemed by the Company  adequate with respect to such tax,  assessment,
charge, levy, or claim.

         IV.4  Maintenance  of Existence and  Properties.  The Company will, and
will cause each  Subsidiary  to, keep its  material  properties  in good repair,
working  order,  and  condition,  ordinary wear and tear  excepted,  so that the
business  carried on may be properly  conducted at all times in accordance  with
prudent business management.

         IV.5 SEC Reports. The Company will deliver to the Holder within 20 days
after it files them with the SEC, copies of its annual and quarterly reports and
of the information,  documents, and other reports (or copies of such portions of
any of the foregoing as the SEC may by rules and  regulations  prescribe)  which
the Company is required or elects to file with the SEC pursuant to Section 13 or
15(d) of the  Securities  Exchange Act of 1934.  The Company will timely  comply
with  its  reporting  and  filing   obligations  under  the  applicable  federal
securities laws.

                                      -83-
IV.6 Notice of Defaults. The Company will promptly notify the Holder in
writing of the  occurrence of (i) any Event of Default under this Note, and (ii)
any event of default (or if any event of default  would  result upon any payment
with  respect to this Note) with  respect to any  Indebtedness  as such event of
default is defined  therein or in the instrument  under which it is outstanding,
permitting holders to accelerate the maturity of such Indebtedness.

         IV.7 Mergers and Acquisitions.  Without the consent of the Holder,  the
Company or any Subsidiary will not dissolve,  liquidate,  consolidate,  merge or
enter  into a share  exchange  with or sell  or  transfer  all or a  substantial
portion of its assets to any  Person.  Notwithstanding  the  provisions  of this
Section  4.7,  Holder  hereby  agrees  that any  merger of  Petro-Log,  Inc.  or
Production  Well Services,  Inc. into Boone Wireline Co., Inc. or the Company is
specifically permitted under this Note.

         IV.8  Compliance  with Laws. The Company will promptly  comply with all
laws, ordinances and governmental rules and egulations to which it is subject.

                                    ARTICLE V

                                  Miscellaneous

         V.1 Consent to  Amendments.  This Note may be amended,  and the Company
may take  any  action  herein  prohibited,  or omit to  perform  any act  herein
required  to be  performed  by it, if and only if the Company  shall  obtain the
written consent to such amendment, action or omission to act from the holders of
a majority of the aggregate principal amount of the Note.

         V.2  Benefits  of Note;  No  Impairment  of  Rights of Holder of Senior
Indebtedness.  Nothing  in this  Note,  express  or  implied,  shall give to any
Person, other than the Company,  Holder, and their successors any benefit or any
legal or equitable right, remedy or claim under or in respect of this Note.

         V.3 Successors  and Assigns.  All covenants and agreements in this Note
contained  by or on behalf of the Company and the Holder shall bind and inure to
the  benefit of the  respective  successors  and  assigns of the Company and the
Holder.

                                      -84-
V.4  Restrictions  on Transfer.  Holder  shall not  transfer  this Note
except  (by the grant of a  security  interest)  to its  lender or  lenders.  As
between Holder and its lender or lenders,  this Note is transferable in the same
manner  and with  the same  effect  as in the  case of a  negotiable  instrument
payable to a  specified  person.  Any lender to which  Holder  grants a security
interest in this Note shall be entitled to exercise  all remedies to which it is
entitled by contract or by law, including (without limitation) transferring this
Note into its own name or into the name of any purchaser at any sale  undertaken
in connection with enforcement by such lender of its remedies.

         V.5  Notice;  Address of Parties.  Except as  otherwise  provided,  all
communications to the Company or Holder provided for herein or with reference to
this Note  shall be deemed to have  been  sufficiently  given or served  for all
purposes on the third  business day after being sent as certified or  registered
mail,  postage  and  charges  prepaid,  to the  following  addresses:  if to the
Company:  Black  Warrior  Wireline  Corp.,  3748  Highway  #45 North,  Columbus,
Mississippi  39701 or at any other address  designated by the Company in writing
to Holder;  if to Holder:  St. James Capital  Partners,  L.P., St. James Capital
Corp., 1980 Post Oak Boulevard,  Suite 2030, Houston, Texas 77056, Attn: John L.
Thompson,  or at any  other  address  designated  by Holder  to the  Company  in
writing.

         V.6  Separability  Clause.  In case any provision in this Note shall be
invalid,  illegal or unenforceable in any jurisdiction,  the validity,  legality
and enforceability of the remaining provisions in such jurisdiction shall not in
any way be affected or impaired thereby;  provided,  however,  such construction
does not destroy the essence of the bargain provided for hereunder.

         V.7  Governing  Law.  This Note shall be governed by, and  construed in
accordance  with, the internal laws of the State of Delaware  (without regard to
principles of choice of law).

                                      -85-
V.8  Usury.  It is the  intention  of the  parties  hereto  to  conform
strictly to the  applicable  laws of the State of Delaware and the United States
of America,  and judicial or  administrative  interpretations  or determinations
thereof  regarding the contracting  for,  charging and receiving of interest for
the use, forbearance,  and detention of money (referred to as "Applicable Law").
The Holder shall have no right to claim, to charge or to receive any interest in
excess of the maximum rate of interest,  if any, permitted to be charged on that
portion of the amount  representing  principal  which is outstanding  and unpaid
from time to time by Applicable Law.  Determination  of the rate of interest for
the purpose of determining  whether this Note is usurious  under  Applicable Law
shall be made by amortizing,  prorating, allocating and spreading in equal parts
during the period of the actual  time of this Note,  all  interest or other sums
deemed to be interest  (referred to in this Section as  "Interest")  at any time
contracted  for,  charged or received from the Company in  connection  with this
Note. Any Interest  contracted for, charged or received in excess of the maximum
rate allowed by Applicable Law shall be deemed a result of a mathematical  error
and a mistake.  If this Note is paid in part prior to the end of the full stated
term of this Note and the Interest  received for the actual  period of existence
of this Note exceeds the maximum rate allowed by  Applicable  Law,  Holder shall
credit the amount of the excess  against any amount owing under this Note or, if
this Note has been paid in full,  or in the event  that it has been  accelerated
prior to maturity, Holder shall refund to the Company the amount of such excess,
and shall not be subject to any of the penalties  provided by Applicable Law for
contracting  for,  charging or receiving  Interest in excess of the maximum rate
allowed by Applicable Law. Any such excess which is unpaid shall be canceled.

         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed on the date first above written.

                                              BLACK WARRIOR WIRELINE CORP.

                                     By:      /s/ William L. Jenkins, President

                                      -86-
Exhibit 8

                          REGISTRATION RIGHTS AGREEMENT

         THIS   REGISTRATION   RIGHTS  AGREEMENT  (this   "Registration   Rights
Agreement") is made June 5, 1997, by and between Black Warrior Wireline Corp., a
Delaware  corporation (the "Company"),  and St. James Capital Partners,  L.P., a
Delaware limited partnership (the "Purchaser").

         WHEREAS, on the date hereof,  Purchaser loaned the Company money and in
consideration  thereof  acquired  from the Company a 9%  Promissory  Note in the
original  principal  amount  of  $2,000,000  and a 10%  Promissory  Note  in the
original principal amount of $3,000,000;

         WHEREAS,  on the date hereof,  the Purchaser  acquired from the Company
Common Stock  Purchase  Warrants  (collectively,  the  "Warrants")  which may be
exercised to initially acquire 546,000 shares and 120,000 shares,  respectively,
of the Company's  Common  Stock,  par value $.0005 per share  ("Common  Stock"),
subject to adjustment (the "Shares");

         WHEREAS, the Company wishes to grant the Purchaser certain registration
rights in respect of the Shares, as set forth herein.

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
set forth herein, the parties hereby agree as follows:

                                    ARTICLE I

                                   Definitions

         As used in this Agreement,  the following terms shall have the meanings
set forth below:

         I.1 "Commission"  shall mean the Securities and Exchange  Commission or
any other federal agency at the time administering the Securities Act.

         I.2 "Holder" shall mean Purchaser and any transferee of any Warrants or
holder of any Shares issued upon exercise of any Warrants.

         I.3 "Registrable  Securities"  shall mean (i) the Shares;  and (ii) any
Common  Stock  issued or issuable at any time or from time to time in respect of
the Shares upon a stock split, stock dividend, recapitalization or other similar
event  involving  the  Company  until such  Common  Stock 

                                      -87-
is sold pursuant to a Registration  Statement or the exemption from registration
under Rule 144(k) (or successor Rule) under the Securities Act is available with
respect to the Shares.

         I.4 The terms "register",  "registered",  and "registration" refer to a
registration  effected  by  preparing  and filing a  registration  statement  in
compliance  with the  Securities  Act,  and the  declaration  or ordering by the
Commission of the effectiveness of such registration statement.

         I.5 "Registration Expenses" shall mean all expenses, other than Selling
Expenses  (as defined  below),  incurred by the Company in  complying  with this
Registration Rights Agreement,  including, without limitation, all registration,
qualification and filing fees, exchange listing fees, printing expenses,  escrow
fees,  fees and  disbursements  of counsel  for the  Company,  blue sky fees and
expenses,  the expense of any special audits incident to or required by any such
registration (but excluding the compensation of regular employees of the Company
which shall be paid in any event by the Company).

         I.6 "Securities Act" shall mean the Securities Act of 1933, as amended,
or any similar  federal  statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

         I.7 "Selling Expenses" shall mean all underwriting  discounts,  selling
commissions and stock transfer taxes applicable to the securities  registered by
the Purchaser  and,  except as set forth above,  all fees and  disbursements  of
counsel for the Purchaser.

         I.8  "Underwritten  Public  Offering"  shall mean a public  offering in
which the Common Stock is offered and sold on a firm  commitment  basis  through
one or more underwriters,  all pursuant to an underwriting agreement between the
Company and such underwriters.

                                      -88-
ARTICLE II

                               Registration Rights

         II.1     Demand Registration.

                  II.1.1 On demand of  Purchaser,  1997,  the Company shall file
with the  Securities  and  Exchange  Commission a shelf  registration  statement
covering  the resale of the Shares on Form S-1,  S-2, or S-3 (the  "Registration
Statement") which shall remain effective for the lesser of: (i) 3 years, or (ii)
until  such  time as the  Holder  does  not  beneficially  own  any  Registrable
Securities.  The Company  shall use its  reasonable  best  efforts to cause such
Registration  Statement to become  effective as soon as practicable and to cause
the Shares to be  qualified in such state  jurisdictions  as the  Purchaser  may
request.
                  II.1.2 Except as set forth herein,  the Company shall take all
reasonable  steps  necessary  to keep the  Registration  Statement  current  and
effective until all Shares have been distributed by the Purchaser  including any
necessary refiling of additional registration statements.

                  II.1.3 The  Company  shall be  entitled  to  require  that the
parties  refrain  from  effecting  any  public  sales  or  distributions  of the
Registrable  Securities  pursuant  to a  Registration  Statement  that  has been
declared effective by the Commission or otherwise,  if the board of directors of
the Company reasonably  determines that such public sales or distributions would
interfere in any material  respect with any  transaction  involving  the Company
that the board of directors reasonably determines to be material to the Company.
The board of directors  shall,  as promptly as  practicable,  give the Purchaser
written notice of any such  development.  In the event of a request by the board
of directors of the Company that the Purchaser refrain from effecting any public
sales or  distributions  of the  Registrable  Securities,  the Company  shall be
required  to  lift  such  restrictions   regarding  effecting  public  sales  or
distributions  of the Registrable  Securities as soon as reasonably  practicable
after  the  board  of  directors  shall  reasonably  determine  public  sales or
distributions by the Purchaser of the Registrable Securities shall not interfere
with such transaction, provided, that in no event shall any requirement that the
Purchasers   refrain  from  effecting  public  sales  or  distributions  in  the
Registrable Securities extend for more than 90 days.

                                      -89-
II.2     Piggyback Registration.

                  II.2.1  Subject  to the terms  hereof,  if: (i) at any time or
from time to time the Company or any  shareholder of the Company shall determine
to register any of its securities  (except for  registration  statements on Form
S-8 or relating to employee  benefit plans or exchange  offers),  either for its
own account or the account of a security  holder;  and (ii) the Purchaser is the
beneficial owner of any Registrable  Securities;  the Company will promptly give
to the Purchaser written notice thereof no less than 10 days prior to the filing
of any registration statement; and include in such registration (and any related
qualification under blue sky laws or other compliance),  and in the underwriting
involved therein,  if any, such Registrable  Securities as Purchaser may request
in a writing delivered to the Company within 5 days after Purchaser's receipt of
Company's written notice.

                  II.2.2  The  Purchaser  may   participate  in  any  number  of
registrations  until all of the  Registrable  Securities  held by such Purchaser
have been distributed pursuant to a registration.

                  II.2.3 If any registration statement is an Underwritten Public
Offering,  the right of the Purchaser to  registration  pursuant to this Section
shall be conditioned  upon such  Purchaser's  participation  in such  reasonable
underwriting  arrangements as the Company shall make regarding the offering, and
the inclusion of Registrable  Securities in the underwriting shall be limited to
the extent provided herein. The Purchaser and all other  shareholders  proposing
to distribute their securities  through such  underwriting  shall (together with
the Company and the other holders  distributing  their  securities  through such
underwriting)  enter into an  underwriting  agreement in customary form with the
managing   underwriter   selected   for  such   underwriting   by  the  Company.
Notwithstanding any other provision of this Section, if the managing underwriter
concludes in its reasonable  judgment that the number of shares to be registered
for selling  shareholders  (including the Purchaser) would materially  adversely
effect such offering,  the number of Shares to be registered,  together with the
number of shares of Common Stock or other securities held by other  shareholders
proposed to be registered in such offering, shall be reduced on a pro rata basis
based on the number of Shares  proposed to be sold by the  Purchaser as compared
to the  number  of  shares  proposed  to be  sold  by all  shareholders.  If the
Purchaser  disapproves  of the terms of any such  underwriting,  it may elect to
withdraw   therefrom  by  written   notice  to  the  Company  and  the  managing
underwriter,  delivered  not less than ten days before the effective  date.  The
Registrable  Securities  excluded by the managing  underwriter or withdrawn from
such underwriting  shall be withdrawn from such  registration,  and shall not be
transferred in a public  distribution prior to 120 days after the effective date
of the registration  statement relating thereto, or such other shorter period of
time as the underwriters may require.

                                      -90-
II.2.4  The  Company  shall  have the  right to  terminate  or
withdraw  any  registration  initiated  by it under  this  Section  prior to the
effectiveness of such  registration  whether or not the Purchaser has elected to
include securities in such registration.

         II.3 Expenses of Registration. All Registration Expenses shall be borne
by the Company. Unless otherwise stated herein, all Selling Expenses relating to
securities  registered  on  behalf  of  the  Purchaser  shall  be  borne  by the
Purchaser.

         II.4  Best  Registration  Rights.  If,  on or  after  the  date of this
Registration Rights Agreement,  the Company grants to any person with respect to
any  security  issued by the  Company  or any of its  Subsidiaries  registration
rights  that  provide  for terms that are in any manner  more  favorable  to the
holder of such  registration  rights than the terms granted to the Purchaser (or
if the  Company  amends or  waives  any  provision  of any  Agreement  providing
registration  rights of others or takes any other action  whatsoever  to provide
for terms that are more  favorable to other  holders than the terms  provided to
the Purchaser) then this  Registration  Rights  Agreement  shall  immediately be
deemed amended to provide the Purchaser with any (or all) of such more favorable
terms as the Purchaser shall elect to include herein.

         II.5  Registration  Procedures.  In  the  case  of  each  registration,
qualification   or  compliance   effected  by  the  Company   pursuant  to  this
Registration  Rights  Agreement,  the Company will keep the Purchaser advised in
writing as to the initiation of each registration,  qualification and compliance
and as to the completion thereof.
At its expense, the Company will:
                  II.5.1  Prepare and file with the  Commission  a  registration
statement with respect to such  securities and use its  commercially  reasonable
efforts  to cause such  registration  statement  to become and remain  effective
until  the  distribution  described  in such  registration  statement  has  been
completed;

                  II.5.2 Furnish to each  underwriter such number of copies of a
prospectus,   including  a  preliminary  prospectus,   in  conformity  with  the
requirements of the Securities Act, and such other documents as such underwriter
may  reasonably  request in order to facilitate the public sale of the shares by
such  underwriter,  and promptly  furnish to each  underwriter and the Purchaser
notice of any stop-order or similar notice issued by the Commission or any state
agency charged with the  regulation of  securities,  and notice of any Nasdaq or
securities exchange listing.

                  II.5.3  Use its best  efforts to cause the Shares to be listed
on the Nasdaq SmallCap  Market and each Securities  Exchange on which the Common
Stock is approved for listing.

                                      -91-
II.6 Indemnification.

                  II.6.1  To the  extent  permitted  by law,  the  Company  will
indemnify the  Purchaser,  each of its officers and directors and partners,  and
each person  controlling  the Purchaser  within the meaning of Section 15 of the
Securities Act, with respect to which registration,  qualification or compliance
has been effected pursuant to this Agreement, and each underwriter,  if any, and
each person who controls any underwriter within the meaning of Section 15 of the
Securities Act, against all expenses, claims, losses, damages or liabilities (or
actions  in  respect  thereof),  including  any of  the  foregoing  incurred  in
settlement  of any  litigation,  commenced  or  threatened,  to the extent  such
expenses,  claims,  losses,  damages or liabilities arise out of or are based on
any untrue statement (or alleged untrue  statement) of a material fact contained
in any registration  statement,  prospectus,  offering circular or other similar
document,  or  any  amendment  or  supplement  thereto,  incident  to  any  such
registration,  qualification or compliance, or based on any omission (or alleged
omission)  to state  therein a material  fact  required to be stated  therein or
necessary to make the statements therein, in light of the circumstances in which
they  were  made,  not  misleading,  or  any  violation  by the  Company  of the
Securities  Act or any rule or regulation  promulgated  under the Securities Act
applicable   to  the  Company  in   connection   with  any  such   registration,
qualification or compliance,  and the Company will reimburse Purchaser,  each of
its officers and directors and partners,  and each person controlling Purchaser,
each such underwriter and each person who controls any such underwriter, for any
legal  and  any  other   expenses   reasonably   incurred  in  connection   with
investigating, preparing or defending any such claim, loss, damage, liability or
action;  provided,  however, that the indemnity contained herein shall not apply
to amounts paid in settlement of any claim, loss,  damage,  liability or expense
if  settlement  is effected  without the consent of the Company  (which  consent
shall not unreasonably be withheld);  provided,  further,  that the Company will
not be liable in any such case to the extent that any such claim,  loss, damage,
liability  or  expense  arises  out of or is based on any  untrue  statement  or
omission or alleged untrue  statement or omission,  made in reliance upon and in
conformity with written information furnished to the Company by Purchaser,  such
controlling   person  or  such   underwriter   specifically   for  use  therein.
Notwithstanding the foregoing, insofar as the foregoing indemnity relates to any
such untrue  statement  (or alleged  untrue  statement)  or omission (or alleged
omission) made in the  preliminary  prospectus but eliminated or remedied in the
amended  prospectus  on file with the  Commission  at the time the  registration
statement becomes effective or in the final prospectus filed with the Commission
pursuant to the  applicable  rules of the  Commission  or in any  supplement  or
addendum thereto,  the indemnity agreement herein shall not inure to the benefit
of any  underwriter  if a copy of the final  prospectus  filed  pursuant to such
rules,  together with all supplements and addenda thereto,  was not furnished to
the person or entity asserting the loss, liability,  claim or damage at or prior
to the time such furnishing is required by the Securities Act.

                  II.6.2 To the extent  permitted by law, the Purchaser will, if
securities held by the Purchaser are included in the securities as to which such
registration,  qualification  or compliance is

                                      -92-
being  effected  pursuant to terms hereof,  indemnify  the Company,  each of its
directors and officers,  each underwriter,  if any, of the Company's  securities
covered by such a registration  statement,  each person who controls the Company
or such underwriter  within the meaning of Section 15 of the Securities Act, and
each other person selling the Company's  securities covered by such registration
statement,  each of  such  person's  officers  and  directors  and  each  person
controlling such persons within the meaning of Section 15 of the Securities Act,
against  all claims,  losses,  damages  and  liabilities  (or actions in respect
thereof)  arising out of or based on any untrue  statement  (or  alleged  untrue
statement)  of a material  fact  contained in any such  registration  statement,
prospectus,  offering  circular or other  document,  or any omission (or alleged
omission)  to state  therein a material  fact  required to be stated  therein or
necessary to make the  statements  therein not  misleading,  or any violation by
Purchaser  of any  rule or  regulation  promulgated  under  the  Securities  Act
applicable to Purchaser and relating to action or inaction required of Purchaser
in connection with any such registration,  qualification or compliance, and will
reimburse the Company,  such other persons, such directors,  officers,  persons,
underwriters  or  control  persons  for any legal or other  expenses  reasonably
incurred in connection  with  investigating  or defending any such claim,  loss,
damage, liability or action, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement,  prospectus, offering circular
or other  document in reliance upon and in conformity  with written  information
furnished  to the  Company  by such  Purchaser  specifically  for  use  therein;
provided,  however,  that the  indemnity  contained  herein  shall  not apply to
amounts paid in settlement of any claim, loss,  damage,  liability or expense if
settlement  is effected  without the consent of such  Purchaser  (which  consent
shall  not  be  unreasonably  withheld).   Notwithstanding  the  foregoing,  the
liability of such  Purchaser  under this  subsection  (b) shall be limited in an
amount equal to the net proceeds  from the sale of the shares sold by Purchaser,
unless such liability arises out of or is based on willful conduct by Purchaser.
In  addition,  insofar as the  foregoing  indemnity  relates to any such  untrue
statement (or alleged untrue  statement) or omission (or alleged  omission) made
in the  preliminary  prospectus  but  eliminated  or  remedied  in  the  amended
prospectus on file with the  Commission at the time the  registration  statement
becomes  effective or in the final prospectus filed pursuant to applicable rules
of the  Commission  or in any  supplement  or addendum  thereto,  the  indemnity
agreement  herein  shall  not  inure  to  the  benefit  of  the  Company  or any
underwriter  if a copy of the final  prospectus  filed  pursuant  to such rules,
together  with all  supplements  and addenda  thereto,  was not furnished to the
person or entity asserting the loss,  liability,  claim or damage at or prior to
the time such furnishing is required by the Securities Act.

                  II.6.3 Notwithstanding the foregoing paragraphs (a) and (b) of
this Section,  each party  entitled to  indemnification  under this Section (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom,  provided  that  counsel for the  Indemnifying
Party,  who shall  conduct  the 

                                      -93-
defense of such claim or litigation,  shall be approved by the Indemnified Party
(whose approval shall not unreasonably be withheld),  and the Indemnified  Party
may participate in such defense at such party's  expense,  and provided  further
that the failure of any  Indemnified  Party to give  notice as  provided  herein
shall not relieve the Indemnifying Party of its obligations under this Agreement
unless  the  failure  to  give  such  notice  is  materially  prejudicial  to an
Indemnifying  Party's ability to defend such action and provided  further,  that
the  Indemnifying  Party  shall not assume the  defense  for matters as to which
there is a  conflict  of  interest  or as to  which  the  Indemnifying  Party is
asserting separate or different  defenses,  which defenses are inconsistent with
the defenses of the Indemnified Party. No Indemnifying  Party, in the defense of
any such claim or litigation, shall, except with the consent of each Indemnified
Party,  consent to entry of any judgment or enter into any settlement which does
not  include as an  unconditional  term  thereof  the giving by the  claimant or
plaintiff to such  Indemnified  Party of a release from all liability in respect
to such claim or litigation.  No Indemnified Party shall consent to entry of any
judgment or enter into any settlement  without the consent of each  Indemnifying
Party.

                  II.6.4 If the indemnification  provided for in this Section is
unavailable to an Indemnified Party in respect of any losses, claims, damages or
liabilities  referred  to  therein,  then each  Indemnifying  Party,  in lieu of
indemnifying  such  Indemnified  Party,  shall  contribute to the amount paid or
payable by such Indemnified Party as a result of such losses, claims, damages or
liabilities  (i) in such  proportion as is  appropriate  to reflect the relative
benefits  received by the Company on the one hand and all shareholders  offering
securities in the offering (the  "Selling  Security  Holders") on the other from
the offering of the Company's securities,  or (ii) if the allocation provided by
clause (i) above is not  permitted by applicable  law, in such  proportion as is
appropriate to reflect not only the relative  benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and the Selling
Security  Holders on the other in  connection  with the  statements or omissions
which resulted in such losses,  claims,  damages or liabilities,  as well as any
other relevant equitable  considerations.  The relative benefits received by the
Company on the one hand and the Selling  Security  Holders on the other shall be
the net proceeds from the offering (before deducting  expenses)  received by the
Company on the one hand and the  Selling  Security  Holders  on the  other.  The
relative fault of the Company on the one hand and the Selling  Security  Holders
on the other shall be determined  by reference  to, among other things,  whether
the untrue or alleged  untrue  statement  of  material  fact or the  omission or
alleged omission to state a material fact relates to information supplied by the
Company or by the Selling  Security  Holders and the parties'  relevant  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission.  The Company and the Selling  Security Holders agree that
it would not be just and equitable if contribution pursuant to this Section were
based solely upon the number of entities from whom contribution was requested or
by any other method of  allocation  which does not take account of the equitable
considerations  referred to above in this Section. The amount paid or payable by
an Indemnified Party as a result of the losses,  claims, damages and liabilities
referred to above in this Section  shall be deemed to include any legal or

                                      -94-
other expenses  reasonably incurred by such Indemnified Party in connection with
investigating  or defending any such action or claim,  subject to the provisions
hereof.  Notwithstanding  the  provisions of this Section,  no Selling  Security
Holder  shall be required to  contribute  any amount or make any other  payments
under this Agreement which in the aggregate exceed the proceeds received by such
Selling  Security  Holder.  No  person  guilty of  fraudulent  misrepresentation
(within the  meaning of the  Securities  Act) shall be entitled to  contribution
from any person who was not guilty of such fraudulent misrepresentation.

         II.7     Certain Information.

                  II.7.1 The Purchaser  agrees,  with respect to any Registrable
Securities  included  in  any  registration,  to  furnish  to the  Company  such
information regarding Purchaser, the Registrable Securities and the distribution
proposed by the Purchaser as the Company may  reasonably  request in writing and
as shall be required  in  connection  with any  registration,  qualification  or
compliance referred to herein.

                  II.7.2 The failure of the Purchaser to furnish the information
requested  pursuant  to this  Section  shall not  affect the  obligation  of the
Company to the other  Selling  Security  Holders  who furnish  such  information
unless, in the reasonable opinion of counsel to the Company or the underwriters,
such failure impairs or may impair the legality of the Registration Statement or
the underlying offering.

         II.8 Rule 144 Reporting.  With a view to making  available the benefits
of certain rules and regulations of the Commission  which may at any time permit
the sale of Restricted  Securities (used herein as defined in Rule 144 under the
Securities  Act) to the public without  registration,  the Company agrees to use
its best lawful efforts to:

                  II.8.1 Make and keep public  information  available,  as those
terms are understood  and defined in Rule 144 under the  Securities  Act, at all
times during which the Company is subject to the reporting  requirements  of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

                  II.8.2 File with the Commission in a timely manner all reports
and other  documents  required of the Company under the  Securities  Act and the
Exchange Act (at all times during which the Company is subject to such reporting
requirements); and

                  II.8.3 So long as the Purchaser owns any Restricted Securities
(as defined in Rule 144  promulgated  under the  Securities  Act), to furnish to
Purchaser  forthwith  upon request a written  statement by the Company as to its
compliance  with the reporting  requirements of said Rule 144 and with regard to
the  Securities  Act and the Exchange Act (at all times during which the

                                      -95-
Company is subject to such  reporting  requirements),  a copy of the most recent
annual or quarterly report of the Company,  and such other reports and documents
of the  Company  and  other  information  in  the  possession  of or  reasonably
obtainable by the Company as the Purchaser  may  reasonably  request in availing
itself of any rule or  regulation  of the  Commission  allowing the Purchaser to
sell any such securities without registration.

         II.9  Transferability.  The rights conferred by this Agreement shall be
freely transferable to a recipient of Registrable Securities.

         II.10  Governing Law. This Agreement  shall be governed in all respects
by the laws of the State of Delaware.

         II.11 Entire Agreement;  Amendment. This Agreement constitutes the full
and entire  understanding  and agreement  between the parties with regard to the
subject hereof. This Agreement, or any provision hereof, may be amended, waived,
discharged  or  terminated  upon the  written  consent  of the  Company  and the
Purchaser.

         II.12 Notices,  etc. All notices and other  communications  required or
permitted  hereunder  shall be in writing and shall be mailed by  registered  or
certified mail, postage prepaid,  or otherwise delivered by hand or by messenger
including  Federal Express or similar courier  service,  addressed (a) if to the
Purchaser:  St. James Capital Partners, L.P., _St. James Capital Corp., 5599 San
Felipe,  Suite  301,  Houston,  Texas  77056,  or at such  other  address as the
Purchaser  shall have  furnished  to the  Company in  writing,  or (b) if to the
Company:  to Black Warrior  Wireline  Corp.,  3748 Highway #45 North,  Columbus,
Mississippi  39701, or at such other address as the Company shall have furnished
to the Purchaser. Each such notice or other communication shall for all purposes
of this Agreement be treated as effective upon receipt.

         II.13 Delays or  Omissions.  Except as expressly  provided  herein,  no
delay or omission to exercise any right,  power or remedy  accruing to any party
to this Agreement shall impair any such right, power or remedy of such party nor
shall it be  construed  to be a waiver  of any such  breach  or  default,  or an
acquiescence  therein,  or of or in any  similar  breach or  default  thereafter
occurring;  nor shall any  waiver of any  single  breach or  default be deemed a
waiver of any other breach or default theretofore or thereafter  occurring.  Any
waiver,  permit, consent or approval of any kind or character on the part of any
party of any breach or default under this  Agreement,  or any waiver on the part
of any party of any  provisions  or  conditions  of this  Agreement,  must be in
writing and shall be effective only to the extent specifically set forth in such
writing.  All  remedies,  either  under this  Agreement  or by law or  otherwise
afforded  to  any  party  to  this  Agreement,   shall  be  cumulative  and  not
alternative.

                                      -96-
II.14  Counterparts.  This  Agreement  may be executed in any number of
counterparts,  each of which shall be enforceable  against the parties  actually
executing such  counterparts,  and all of which  together  shall  constitute one
instrument.

         II.15  Severability.  In the event that any provision of this Agreement
becomes or is  declared  by a court of  competent  jurisdiction  to be  illegal,
unenforceable  or void,  this Agreement  shall continue in full force and effect
without said provision.

         II.16  Titles and  Subtitles.  The titles  and  subtitles  used in this
Agreement are used for convenience  only and are not considered in construing or
interpreting this Agreement.

                                      -97-
THE COMPANY'S SIGNATURE PAGE

         IN WITNESS WHEREOF,  the Company has executed this agreement  effective
upon the date first set forth above.

                                              BLACK WARRIOR WIRELINE CORP.

                                     By:      /s/ William L. Jenkins, President

                                      -98-
THE PURCHASER'S SIGNATURE PAGE

         IN WITNESS  WHEREOF,  the Purchaser has signed this Agreement as of the
date first written above.

                                ST. JAMES CAPITAL PARTNERS, L.P.

                                By: St. James Capital Corp., its General Partner

                          By:   /s/ John L. Thompson, President

                                      -99-