SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE
CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE
REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE
APPROPRIATE PLACE WITH THREE ASTERISKS (***).
 AMENDMENT NO. 1 TO
AMENDED AND RESTATED SUPPLY AGREEMENT
 Agreement SUPERIOR WELL SERVICES, INC PREFERRED ROCKS USS, INC
     Purchase and Sale; Payments by Buyer
 Purchase and Sale of Sand Exhibit C Product
 OTTAWA WHITE 20/40
 OTTAWA WHITE 30/50
 OTTAWA WHITE 30/70
 OTTAWA WHITE 40/70
 USM100 FRAC
 SHALE FRAC USM65




---



##### 



SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE
CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE
REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE
APPROPRIATE PLACE WITH THREE ASTERISKS (***).
 SHALE FRAC COL20/40
 SHALE FRAC COL16/30
 SHALE FRAC COL12/20
 SHALE FRAC L55
 SHALE FRAC NS20
  USM100 FRAC
 Pricing Purchase Price
 
  Dryer Fuel Cost Surcharge
 2




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##### 



SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE
CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE
REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE
APPROPRIATE PLACE WITH THREE ASTERISKS (***).
 Market Conditions Surcharge
 Inflation Adjustment not
   3




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##### 



SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE
CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE
REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE
APPROPRIATE PLACE WITH THREE ASTERISKS (***).
  4




---



##### 



SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE
CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE
REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE
APPROPRIATE PLACE WITH THREE ASTERISKS (***).
 
 Year
    
    Jan
    
    Feb
    
    Mar
    
    Apr
    
    May
    
    Jun
    
    Jul
    
    Aug
    
    Sep
    
    Oct
    
    Nov
    
    Dec
    
    Annual1999
    
    
    133.0
    
    
    
    133.5
    
    
    
    133.6
    
    
    
    133.8
    
    
    
    133.8
    
    
    
    134.2
    
    
    
    134.2
    
    
    
    134.2
    
    
    
    134.3
    
    
    
    134.4
    
    
    
    134.4
    
    
    
    134.4
    
    
    
    134.02000
    
    
    135.0
    
    
    
    135.3
    
    
    
    135.7
    
    
    
    136.7
    
    
    
    137.2
    
    
    
    137.2
    
    
    
    137.6
    
    
    
    137.8
    
    
    
    138.0
    
    
    
    138.0
    
    
    
    138.0
    
    
    
    138.1
    
    
    
    137.02001
    
    
    139.1
    
    
    
    139.9
    
    
    
    140.4
    
    
    
    140.8
    
    
    
    140.8
    
    
    
    141.3
    
    
    
    141.5
    
    
    
    141.4
    
    
    
    141.5
    
    
    
    141.8
    
    
    
    141.6
    
    
    
    141.5
    
    
    
    141.02002
    
    
    142.5
    
    
    
    143.4
    
    
    
    143.5
    
    
    
    143.4
    
    
    
    143.6
    
    
    
    143.7
    
    
    
    143.7
    
    
    
    143.5
    
    
    
    143.5
    
    
    
    143.7
    
    
    
    143.8
    
    
    
    144.2
    
    
    
    143.52003
    
    
    144.9
    
    
    
    145.4
    
    
    
    145.9
    
    
    
    146.3
    
    
    
    146.4
    
    
    
    146.6
    
    
    
    146.7
    
    
    
    146.8
    
    
    
    146.8
    
    
    
    147.1
    
    
    
    147.2
    
    
    
    147.0
    
    
    
    146.42004
    
    
    148.7
    
    
    
    149.0
    
    
    
    149.3
    
    
    
    150.3
    
    
    
    150.7
    
    
    
    151.1
    
    
    
    151.7
    
    
    
    151.9
    
    
    
    152.3
    
    
    
    152.5
    
    
    
    153.0
    
    
    
    153.9
    
    
    
    151.22005
    
    
    157.2
    
    
    
    158.0
    
    
    
    158.9
    
    
    
    159.9
    
    
    
    160.8
    
    
    
    161.5
    
    
    
    162.7
    
    
    
    162.6
    
    
    
    163.2
    
    
    
    163.3
    
    
    
    164.4
    
    
    
    163.7
    
    
    
    161.32006
    
    
    170.5
    
    
    
    170.5
    
    
    
    173.5
    
    
    
    176.8
    
    
    
    176.0
    
    
    
    174.8
    
    
    
    177.7
    
    
    
    177.8
    
    
    
    177.5
    
    
    
    179.4
    
    
    
    178.2
    
    
    
    178.9
    
    
    
    176.02007
    
    
    184.8
    
    
    
    186.3
    
    
    
    188.1
    
    
    
    189.4
    
    
    
    190.0
    
    
    
    189.6
    
    
    
    193.0
    
    
    
    193.4
    
    
    
    193.4
    
    
    
    193.4
    
    
    
    195.0
    
    
    
    197.3
    
    
    
    191.12008
    
    
    202.6
    
    
    
    205.6
    
    
    
    206.3
    
    
    
    210.1
    
    
    
    211.6
    
    
    
    214.4
    
    
    
    218.7
    
    
    
    225.4
    
    
    
    226.7
    
    
    
    227.7
    
    
    
    229.3
    
    
    
    232.7
    
    
    
    217.62009
    
    
    232.6
    
    
    
    236.4
    (P)
    
    
    235.6
    (P)
    
    
    235.4
    (P)
    
    
    234.1
    (P)
  
 Minimum Tonnage
   5




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##### 



SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE
CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE
REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE
APPROPRIATE PLACE WITH THREE ASTERISKS (***).
   
     Buyer Deferral of Tonnage
 6




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##### 



SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE
CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE
REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE
APPROPRIATE PLACE WITH THREE ASTERISKS (***).
 Requests for Deferral of Amounts
 Maximum Amount Maximum Amount
 Catch-Up provided
 Application of Additional Amounts Additional Amounts
 Further General Provisions Regarding Purchase and Sale
  7




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##### 



SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE
CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE
REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE
APPROPRIATE PLACE WITH THREE ASTERISKS (***).
    Cash Payment
 Fuel Surcharge
 Renewal Option Limited Purpose Extension
 Notices
  8




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##### 



SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE
CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE
REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE
APPROPRIATE PLACE WITH THREE ASTERISKS (***).
  PREFERRED ROCKS USS, INC.By:
    /s/ John A. UlizioJohn A. Ulizio, President & C.E.O.  SUPERIOR WELL SERVICES, INC.By:
    /s/ David E. WallaceDavid E. Wallace, President & C.E.O.