<PAGE>   1
                                                                   EXHIBIT 10.17

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1993, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR OTHERWISE IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT. IN ADDITION, THE WARRANT SHARES
ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE LIMITATIONS ON
TRANSFER SET FORTH IN THE STOCKHOLDERS AGREEMENT, DATED AUGUST 11, 1997, AMONG
THE CORPORATION AND THE STOCKHOLDERS IDENTIFIED THEREIN (THE "STOCKHOLDERS
AGREEMENT"). A COPY OF THE STOCKHOLDERS AGREEMENT IS AVAILABLE FOR INSPECTION AT
THE PRINCIPAL OFFICE OF THE CORPORATION AND WILL BE FURNISHED WITHOUT CHARGE TO
THE HOLDERS HEREOF UPON WRITTEN REQUEST TO THE CORPORATION.



                               W-H HOLDINGS, INC.

                               Warrant to Purchase
                                  1,500 Shares
                             of Class A Common Stock



                                                                 August 11, 1997

                          Common Stock Purchase Warrant

                  THIS Common Stock Purchase Warrant (the "Warrant") CERTIFIES
that, for value received, ROBERT WHILDEN ("the Warrant Holder" or "Holder"), is
entitled to purchase from W-H HOLDINGS, INC. a Texas corporation (the
"Corporation"), 1,500 shares of the Class A Common Stock, $1.00 par value per
share (the "Common Stock"), of the Corporation, at the price (the "Exercise
Price") of $73.00 per share, subject to adjustment, in each case, as provided
herein, at any time or from time to time during the period commencing on the
date hereof and ending at 5:00 P.M. on the fifth anniversary of the date hereof
(the "Expiration Date").

                  This Warrant has been issued pursuant to (i) the Agreement and
Plan of Recapitalization (the "Recapitalization Agreement") dated August 11,
1997, between the Corporation, W-H Investment, Inc. (the "Stock Purchaser") and
the other stockholders identified therein, (ii) the Subscription Agreement (the
"Subscription Agreement") dated August 11, 1997 between the Corporation and the
Stock Purchaser, and (iii) the Stockholders Agreement (the "Stockholders
Agreement") dated August 11, 1997, between the Corporation, the Stock Purchaser
and the stockholders identified therein, and the sale and transfer of all Shares
issued by the Corporation upon exercise of this Warrant is subject to the terms
and conditions, and entitled to the benefits of the Stockholders Agreement,
which is available for inspection at the principal office of the Corporation and
will be furnished without charge to the Warrant Holder upon written request to
the Corporation.



<PAGE>   2

                                    ARTICLE I
                                   DEFINITIONS

         SECTION 1.1 Definitions. As used in this Agreement, the following terms
shall have the following meanings:

         "Assignment Form" shall mean the assignment form attached as Annex 2
hereto.

         "Common Stock" shall mean the Class A Common Stock, $1.00 par value, of
the Corporation.

         "Corporation" shall have the meaning given to such term in the
Preamble.

         "Delivery Date" shall have the meaning given to such term in Section
3.2.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Exchange-Form" shall mean the exchange form attached as Annex 3
hereto.

         "Excluded Securities" shall mean:

         (i) shares of capital stock issued pursuant to a stock dividend or a
stock split or other subdivision of shares;

         (ii) Common Stock issued upon exercise of the Warrant;

         (iii) securities issued by the Corporation in a Qualified Public
Offering;

         (iv) securities issued pursuant to the direct or indirect bona fide
acquisition by the Corporation of any Person that is not an Affiliate, whether
by merger, purchase of stock, purchase of assets or otherwise; and

         (v) Common Stock issued under the New Management Option Plan.

         "Executive Officer" shall mean, with respect to the Corporation, its
President, Chief Financial Officer or Treasurer.

         "Exercise Form" shall mean the exercise form attached as Annex I
hereto.

         "Exercise Price" shall mean $73.00 per share of Common Stock, subject
to adjustment from time to time in the manner provided in Section 3.4.

         "Expiration Date" shall mean October 9, 2002.

         "Financial Officer" shall mean the Chief Financial Officer, Treasurer
or Assistant Treasurer of the Corporation.



                                     Page 2
<PAGE>   3

         "Fully Diluted Basis" means, as applied to the calculation of the
number of shares of Common Stock outstanding at any time, after giving effect to
(a) all shares of Common Stock outstanding at the time of determination, (b) all
shares of Common Stock issuable upon the exercise of any option, warrant
(including the Warrants and the options issuable or issued under the New
Management Option Plan) or similar right to purchase Common Stock outstanding at
the time of determination and then exercisable at a per share price equal to or
less than the price per share of Common Stock being determined and (c) all
shares of Common Stock issuable upon the conversion or exchange of any security
convertible into or exchangeable for shares of Common Stock outstanding at the
time of determination and then so convertible or exchangeable at a conversion or
exchange price equal to or less than the price per share of Common Stock being
determined. Such calculation will not be made in accordance with the "treasury
method."

         "Holder" shall have the meaning given to such term in Section 2.1.

         "NASDA" shall mean the NASDAQ National Market or the NASDAQ Smallcap
Market.

         "Publicly Traded" shall mean, with respect to any security, that such
security is (a) listed on a domestic securities exchange, (b) quoted on NASDAQ
or (c) traded in the domestic over-the-counter market, which trades are reported
by the National Quotation Bureau, Incorporated.

         "Qualified Public Offering" shall mean (a) an underwritten initial
public offering of the Common Stock registered under the Securities Act, which
offering results in net proceeds to the Corporation of at least $25,000,000, and
after which the shares of Common Stock are Publicly Traded and (b) subsequent
public offerings of the Common Stock registered under the Securities Act.

         "Requisite Holders" shall mean Holders holding Warrants or Warrant
Shares representing at least 51% of all Warrant Shares issued or issuable upon
exercise of the Warrant outstanding on the date of determination.

         "Warrant" shall have the meaning given to such term in the preamble.

         "Warrant Register" shall have the meaning given to such term in Section
2.1.

         "Warrant Shares" shall mean (a) the shares of Common Stock issued or
issuable upon exercise of a Warrant in accordance with Section 3.1 or upon
exchange of a Warrant in accordance with Section 2.2 and (b) any securities of
the Corporation distributed with respect to the securities referred to in the
preceding clause (a). As used in this Agreement, the phrase "Warrant Shares then
held" by any Holder or Holders shall mean Warrant Shares held at the time of
determination by such Holder or Holders, and shall include Warrant Shares
issuable upon exercise of Warrants held at the time of determination by such
Holder or Holders.

         SECTION 1.2 Interpretation. Unless the context of this Warrant clearly
requires otherwise, references to the plural include the singular, to the
singular include the plural, and to the part include the whole. The term
"including" is not limiting and the term "or" has the inclusive meaning
represented by the term "and/or." The words "hereof," "herein," "hereunder," and
similar terms in this Warrant refer to this Warrant as a whole and not, to any
particular



                                     Page 3
<PAGE>   4

provision of this Warrant. References of "Articles," "Sections," "Subsections,"
"Exhibits," and "Schedules" are to Articles, Sections, Subsections, Exhibits and
Schedules, respectively, of this Warrant, unless otherwise specifically
provided. Terms defined herein may be used in the singular or the plural.

                                   ARTICLE II
                  FORM; EXCHANGE FOR WARRANTS; TRANSFER; TAXES

         SECTION 2.1 Warrant Register. This Warrant shall be registered in a
warrant register (the "Warrant Register"). The Warrant Register shall set forth
the number of the Warrant, the name and address of the holder (a "Holder")
thereof, and the original number of Warrant Shares purchasable upon the exercise
thereof. The Warrant Register will be maintained by the Corporation and will be
available for inspection by any Holder at the principal office of the
Corporation or such other location as the Corporation may designate to the
Holders in the manner set forth in this Warrant. The Corporation shall be
entitled to treat the Holder of any Warrant as the owner in fact thereof for all
purposes and shall not be bound to recognize any equitable or other claim to or
interest in such Warrant on the part of any other person. The Corporation shall
not be liable for complying with a request by a fiduciary or nominee of a
fiduciary to register a transfer of any Warrant which is registered in the name
of such fiduciary or nominee, unless made with the actual knowledge that such
fiduciary or nominee is committing a breach of trust in requesting such
registration of transfer, or with knowledge of such facts that the Corporation's
participation therein amounts to bad faith.

         SECTION 2.2 Exchange of Warrants for Warrants.

         (a) The Holder may exchange this Warrant for another Warrant or
Warrants of like kind and tenor representing in the aggregate the right to
purchase the same number of Warrant Shares which could be purchased pursuant to
the Warrant being so exchanged. In order to effect an exchange permitted by this
Section 2.2, the Holder shall deliver to the Corporation such Warrant
accompanied by an Exchange Form in the form attached hereto as Annex 3 signed by
the Holder thereof specifying the number and denominations of Warrants to be
issued in such exchange and the names in which such Warrants are to be issued.
Within ten (10) Business Days of receipt of such a request, the Corporation
shall issue, register and deliver to the Holder thereof each Warrant to be
issued in such exchange.

         (b) Upon receipt of evidence reasonably satisfactory to the Corporation
(an affidavit of the Holder being satisfactory) of the ownership and the loss,
theft, destruction or mutilation of any Warrant, and in the case of any such
loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory
to the Corporation (if the Holder is a creditworthy financial institution or
other creditworthy institutional investor its own agreement being satisfactory)
or, in the case of any such mutilation, upon surrender of such Warrant, the
Corporation shall (at its expense) execute and deliver in lieu of such Warrant a
new Warrant of like kind representing the same rights represented by and dated
the date of such lost, stolen, destroyed or mutilated Warrant. Any such new
Warrant shall constitute an original contractual obligation of the Corporation,
whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall
be at any time enforceable by any Person.



                                     Page 4
<PAGE>   5

         (c) The Corporation shall pay all taxes (other than any applicable
income or similar taxes payable by a Holder of a Warrant) attributable to an
exchange of a Warrant pursuant to this Section 2-2; provided, however, that the
Corporation shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance of any Warrant in a name other than
that of the Holder of the Warrant being exchanged.

         SECTION 2.3 Transfer of Warrant.

         (a) Subject to Section 2.3(c) hereof and the Stockholders Agreement,
each Warrant may be transferred by the Holder thereof by delivering to the
Corporation such Warrant accompanied by a properly completed Assignment Form in
the form of Annex 2. Within ten (10) Business Days of receipt of such Assignment
Form the Corporation shall issue, register and deliver to the Holder, subject to
Section 2.3(c) hereof, a new Warrant or Warrants of like kind and tenor
representing in the aggregate the right to purchase the same number of Warrant
Shares which could be purchased pursuant to the Warrant being transferred. In
all cases of transfer by an attorney, the original power of attorney, duly
approved, or a copy thereof, duly certified, shall be deposited and remain with
the Corporation. In case of transfer by executors, administrators, guardians or
other legal representatives, duly authenticated evidence of their authority
shall be produced and may be required to be deposited and remain with the
Corporation in its discretion.

         (b) Each Warrant issued in accordance with this Section 2.3 shall bear
the restrictive legend set forth on the face of this Warrant, unless the Holder
or transferee thereof supplies to the Corporation an opinion of counsel,
reasonably satisfactory to the Corporation that the restrictions described in
such legend are no longer applicable to such Warrant.

         (c) The transfer of Warrants and Warrant Shares shall be permitted, so
long as such transfer is pursuant to a transaction that complies with, or is
exempt from, the provisions of the Securities Act, and the Corporation may
require an opinion of counsel in form and substance reasonably satisfactory to
it to such effect prior to effecting any transfer of Warrants or Warrant Shares.

                                   ARTICLE III
                EXERCISE OF WARRANT; EXCHANGE FOR WARRANT SHARES

         SECTION 3.1 Exercise of Warrants. On any Business Day prior to the
Expiration Date, a Holder may exercise a Warrant, in whole or in part, by
delivering to the Corporation such Warrant accompanied by a properly completed
Exercise Form in the form of Annex 1 and a check in an aggregate amount equal to
the product obtained by multiplying (a) the Exercise Price by (b) the number of
Warrant Shares being purchased; provided, however, in the event the Holder
exercises this Warrant in connection with or immediately prior to a sale by the
Holder of Warrant Shares, in lieu of paying the applicable Exercise Price
therefor, the Holder may elect to receive that number of Warrant Shares which is
equal to the number of shares for which this Warrant is being exercised less the
number of shares having a fair market value (determined by reference to the
price per share at which the Holder is selling the Warrant Shares) equal to such
applicable Exercise Price. Any partial exercise of a Warrant shall be for a
whole number of Warrant Shares only.



                                     Page 5
<PAGE>   6

         SECTION 3.2 Issuance of Common Stock.

         (a) Within ten (10) Business Days following the delivery date (the
"Delivery Date") of (i) an Exercise Form or Exchange Forth in accordance with
Section 3.1 or 3.2, (ii) a Warrant and (iii) any required payments of the
Exercise Price, the Corporation shall issue and deliver to the Holder a
certificate or certificates, registered in the name or names set forth on such
notice, representing the Warrant Shares being purchased or to be received upon
such exchange.

         (b) If a Holder shall exercise or exchange a Warrant for less than all
of the Warrant Shares which could be purchased or received thereunder, the
Corporation shall issue to the Holder, within ten (10) Business Days of the
Delivery Date, a new Warrant evidencing the right to purchase the remaining
Warrant Shares. Each Warrant surrendered pursuant to Section 3.1 shall be
canceled.

         (c) The Corporation shall pay all taxes (other than any applicable
income or similar taxes payable by a Holder of a Warrant) attributable to the
initial issuance of Warrant Shares upon the exercise or exchange of a Warrant;
provided, however, that the Corporation shall not be required to pay any tax
which may be payable in respect of any transfer involved in the issuance of any
Warrant or any certificate for Warrant Shares in a name other than that of the
Holder of the Warrant being exercised or exchanged.

         (d) The person in whose name any certificate for shares of Common Stock
is issued upon exercise or exchange of a Warrant shall for all purposes be
deemed to have become the holder of record of such shares on the Delivery Date,
irrespective of the date of delivery of such certificate, except that, if the
Delivery Date is a date when the stock transfer books of the Corporation are
closed, such person shall be deemed to have become the holder of record of such
shares at the close of business on the next succeeding date on which the stock
transfer books are open.

         (e) If any shares of Common Stock required to be reserved for purposes
of the exercise or exchange of a Warrant require registration or approval under
any applicable law, the Corporation will in good faith and as expeditiously as
possible cause such shares to be registered or seek such approval, as
applicable. The Corporation may suspend the exercise of any Warrant so affected
for the period during which such registration or approval is required but not in
effect.

         SECTION 3.3 Adjustment of Exercise Price and Number of Warrant Shares.
The number and kind of Warrant Shares purchasable upon exercise of each Warrant
shall be subject to adjustment from time to time in accordance with this Section
3.3.

         SECTION 3.3.1 Subdivisions or Combinations of Common Stock. If, at any
time after the Closing Date, (a) the number of shares of Common Stock
outstanding is increased by a dividend or other distribution payable in shares
of Common Stock or by a subdivision or split-up of shares of Common Stock or (b)
the number of shares of Common Stock outstanding is decreased by a combination
or reverse stock split of shares of Common Stock, then, in each case, effective
as of the effective date of such event retroactive to the record date, if any,
of such event, (i) the Exercise Price shall be adjusted to a price determined by
multiplying (A) the Exercise Price in effect immediately prior to such event by
(B) a fraction, the numerator of



                                     Page 6
<PAGE>   7

which shall be the number of shares of Common Stock outstanding immediately
prior to such event and the denominator of which shall be the number of shares
of Common Stock outstanding after giving effect to such event, and (ii) the
number of Warrant Shares subject to purchase upon the exercise of any Warrant
shall be adjusted effective at such time, to a number equal to the product of
(A) the number of Warrant Shares subject to purchase upon the exercise of such
Warrant immediately prior to such event by (B) a fraction, the numerator of
which shall be the number of shares of Common Stock outstanding on a Fully
Diluted Basis after giving effect to such event and the denominator of which
shall be the number of shares of Common Stock outstanding on a Fully Diluted
Basis immediately prior to such event.

         SECTION 3.3.2 Capital Reorganization or Capital Reclassifications. If,
at any time after the Closing Date, there shall be any capital reorganization or
any reclassification of the capital stock of the Corporation (other than a
change in par value or from par value to no par value or from no par value to
par value or as a result of a stock dividend or subdivision, split-up or
combination of shares), then in each case the Corporation shall cause effective
provision to be made so that each Warrant shall, effective as of the effective
date of such event retroactive to the record date, if any, of such event, be
exercisable or exchangeable for the kind and number of shares of stock, other
securities, cash or other property to which a holder of the number of shares of
Common Stock deliverable upon exercise or exchange of such Warrant would have
been entitled upon such reorganization or reclassification and any such
provision shall include adjustments in respect of such stock, securities or
other property that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Warrant with respect to such Warrant.

         SECTION 3.3.3 Consolidations and Mergers. If, at any time after the
date hereof, the Corporation shall consolidate with, merge with or into, or sell
all or substantially all of its assets or property to, another corporation, then
the Corporation shall cause effective provision to be made so that this Warrant
shall, effective as of the effective date of such event retroactive to the
record date, if any, of such event, be exercisable or exchangeable for the kind
and number of shares of stock, other securities, cash or other property to which
a holder of the number of shares of Common Stock deliverable upon exercise or
exchange of this Warrant would have been entitled upon such event.

         SECTION 3.3.4 Notice; Calculations: Etc. Whenever the Exercise Price
and the number of Warrant Shares shall be adjusted as provided in this Section
3.3, the Corporation shall provide to each Holder a statement, signed by an
Executive Officer, describing in detail the facts requiring such adjustment and
setting forth a calculation of the Exercise Price and the number of Warrant
Shares applicable to each Warrant after giving effect to such adjustment. All
calculations under this Section 3.3 shall be made to the nearest one hundredth
of a cent ($.0001) or to the nearest one-tenth of a share, as the case may be.

         SECTION 3.3.5 Excluded Transactions. Notwithstanding any other
provision of this Warrant, no adjustment shall be made pursuant to this Section
3.3 in respect of the issuance of Excluded Securities.



                                     Page 7
<PAGE>   8

                                   ARTICLE IV
                                  MISCELLANEOUS

         SECTION 4.1 Notices. All notices, demands and requests of any kind to
be delivered to any party hereto in connection with this Agreement shall be in
writing (i) delivered personally, (ii) sent by nationally-recognized overnight
courier, (iii) sent by first class, registered or certified mail, return receipt
requested or (iv) sent by facsimile, in each case to such party at its address
as follows:

         (a) if to the Corporation, to:

                  W-H Holdings, Inc.
                  10370 Richmond Avenue
                  Suite 650
                  Houston, TX 77042

                  Telephone: (713) 974-9071
                  Telecopier: (713) 974-7029

                  with a copy to:

                  The Jordan Company
                  9 West 57th Street
                  New York, NY 10019

                  Telephone: (212) 572-0800
                  Telecopier: (212) 755-5263

         (b) if the Holder, to:

                  Kenneth T. White, Jr.
                  610 Sugar Creek Blvd.
                  Sugar Land, Texas 77478

Any notice, demand or request so delivered shall constitute valid notice under
this Warrant and shall be deemed to have been received (i) on the day of actual
delivery in the case of personal delivery, (ii) on the next Business Day after
the date when sent in the case of delivery by nationally-recognized overnight
courier, (iii) on the fifth Business Day after the date of deposit in the U.S.
mail in the case of mailing or (iv) upon receipt in the case of a facsimile
transmission. Any party hereto may from time to time by notice in writing served
upon the other as aforesaid designate a different mailing address or a different
Person to which all such notices, demands or requests thereafter are to be
addressed.

         SECTION 4.2 No Voting Rights; Limitations of Liability. No Warrant
shall entitle the holder thereof to any voting rights or, except as otherwise
provided herein, other rights of a stockholder of the Corporation, as such. No
provision hereof, in the absence of affirmative action



                                     Page 8
<PAGE>   9

by the Holder to purchase Warrant Shares, and no enumeration herein of the
rights or privileges of the Holder shall give rise to any liability of such
Holder for the Exercise Price of Warrant Shares acquirable by exercise hereof or
as a stockholder of the Corporation.

         SECTION 4.3 Amendments and Waivers. Any provision of this Agreement may
be amended or waived, but only pursuant to a written agreement signed by the
Corporation and the Holder of this Warrant.

         SECTION 4.4 Severability. Any provision of this Warrant which is
prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Warrant
affecting the validity or enforceability of such provision in any other
jurisdiction.

         SECTION 4.5 Specific Performance. Each Holder shall have the right to
specific performance by the Corporation of the provisions of this Warrant, in
addition to any other remedies it may have at law or in equity. The Corporation
hereby irrevocably waives, to the extent that it may do so under applicable law,
any defense based on the adequacy of a remedy at law which may be asserted as a
bar to the remedy of specific performance in any action brought against the
Corporation for specific performance of this Warrant by the Holder of the
Warrant or Warrant Shares.

         SECTION 4.6 Binding Effect. This Warrant shall be binding upon and
inure to the benefit of the Corporation, each Holder and their respective
successors and assigns.

         SECTION 4.7 Counterparts. This Warrant may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement. This
Warrant shall become effective when counterparts hereof executed on behalf of
the Corporation and each Holder shall have been received.

         SECTION 4.8 Governing Law; Entire Agreement. THIS WARRANT SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF NEW YORK.

         SECTION 4.9 Benefits of this Agreement. Nothing in this Warrant shall
be construed to give to any Person other than the Corporation and each Holder of
a Warrant or a Warrant Share any legal or equitable right, remedy or claim
hereunder.

         SECTION 4.10 Headings. The various headings of this Warrant are
inserted for convenience only and shall not affect the meaning or interpretation
of this Warrant or any provisions hereof or thereof.



                                     Page 9
<PAGE>   10

         IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be
duly executed and delivered by their authorized officers, all as of the date and
year first above written.

                                       W-H HOLDINGS, INC.


                                       By: /s/ Kenneth T. White, Jr.
                                          --------------------------------------
                                          Name: Kenneth T. White, Jr.
                                          Title: Chairman and CEO
ATTEST:


By: /s/ David N. Eliff
   -------------------------------
Name: David N. Eliff
Title: Vice President and CFO




                                    Page 10
<PAGE>   11

                                                                         ANNEX 1

                            ELECTION TO EXERCISE FORM

                 (To Be Executed By The Holders of This Warrant

                       In Order to Exercise This Warrant)

         The undersigned hereby irrevocably elects to exercise the right to
purchase ________ shares of Class A Common Stock of W-H Energy Services, Inc.
covered by this Warrant according to the conditions hereof and herewith makes
payment of the Exercise Price of such shares in full.



                                      ------------------------------------------
                                      Signature


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

                                      ------------------------------------------
                                      Address

Dated:
      -----------------------------




                                Annex 1 - Page 1
<PAGE>   12


                                                                         ANNEX 2

                                 ASSIGNMENT FORM

                  (To Be Executed By The Holder of This Warrant

                  In Order to Assign This Warrant Certificate)

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ___________________ this Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint ________________, attorney, to transfer the
said Warrant on the books of the Corporation.


                                      ------------------------------------------
                                      Signature


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

                                      ------------------------------------------
                                      Address

Dated:
      -----------------------------







                                Annex 2 - Page 1
<PAGE>   13


                                                                         ANNEX 3

                                  EXCHANGE FORM

                  (To Be Executed By The Holder of This Warrant

                  In Order to Assign This Warrant Certificate)

         The undersigned hereby irrevocably elects to exchange this Warrant to
purchase _______ shares of Class A Common Stock of W-H Holdings, Inc. covered by
this Warrant for ________ Warrants to purchase the denominations of shares of
Class A Common Stock set forth below to the persons named and hereby sells,
assigns and transfers unto such persons that portion of this Warrant represented
by such new Warrants and all rights evidenced thereby and does irrevocably
constitute and appoint _______________ attorney, to exchange and transfer this
Warrant as aforesaid on the books of the Corporation.

Number of Warrant Shares                        Assignee


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

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



                                                --------------------------------
                                                Signature


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

                                                --------------------------------
                                                Address

FOR USE BY THE CORPORATION ONLY:

This Warrant No. _____ canceled (or transferred or exchanged) this _____ day of
________, _____ shares of Class A Common Stock issued therefor in the name of
__________, Warrant No. _____ for _______ shares of Class A Common Stock in the
name of __________________.



Dated:
      ----------------------------






                                Annex 3 - Page 1

<PAGE>   14
                    SCHEDULE OF SELLING SHAREHOLDER WARRANTS

         All of the selling shareholder warrants are substantially identical
to the preceding warrant except as set forth in the schedule below.

<TABLE>
<CAPTION>


                                                   NUMBER OF WARRANTS HELD                                        EXERCISE PRICE
                                                   (ADJUSTED FOR 33-FOR-1                                    (ADJUSTED FOR 33-FOR-1
                                                         STOCK SPLIT                                             STOCK SPLIT
                                                    IMMEDIATELY PRIOR TO                                      IMMEDIATELY PRIOR TO
WARRANT HOLDER                  DATE OF WARRANT             IPO)                        VESTING                      IPO)
--------------                  ---------------    -----------------------              -------              ----------------------
<S>                             <C>                <C>                          <C>                          <C>
Brock, E. Ashford                 6/27/1998                 150                 25% per year on or after one      $135.00
                                                         (4,950)                year from the date of the         $(4.090)
                                                                                Warrant

Bull, Burt Loring                 9/24/1997               3,597                 100% upon grant                   $ 73.00
                                                       (118,701)                                                  $(2.212)

Duncan Family Trust               9/24/1997               5,274                 100% upon grant                   $ 73.00
                                                       (174,042)                                                  $(2.212)

Goree, Steve                      6/27/1998               5,550                 25% per year on or after one      $135.00
                                                       (183,150)                year from the date of the         $(4.090)
                                                                                Warrant

Goree, Travis                     6/27/1998               1,800                 25% per year on or after one      $135.00
                                                        (59,400)                year from the date of the         $(4.090)
                                                                                Warrant

Rose, Ronald A. Sr.               4/24/1998               3,000                 25% per year on or after one      $ 73.00
                                                        (99,000)                year from the date of the         $(2.212)
                                                                                Warrant
</TABLE>


<PAGE>   15


<TABLE>
<CAPTION>


                                                   NUMBER OF WARRANTS HELD                                        EXERCISE PRICE
                                                   (ADJUSTED FOR 33-FOR-1                                    (ADJUSTED FOR 33-FOR-1
                                                         STOCK SPLIT                                             STOCK SPLIT
                                                    IMMEDIATELY PRIOR TO                                      IMMEDIATELY PRIOR TO
WARRANT HOLDER                  DATE OF WARRANT             IPO)                        VESTING                      IPO)
--------------                  ---------------    -----------------------              -------              ----------------------
<S>                             <C>                <C>                          <C>                          <C>
Saul, Billy Carson               9/24/1997              3,597                   100% upon grant                 $ 73.00
                                                     (118,701)                                                  $(2.212)

Spiller, Daniel M.               8/11/1997              3,500                   100% upon grant                 $ 73.00
                                                     (115,500)                                                  $(2.212)

Thomas, William J. III           8/11/1997              4,500                   100% upon grant                 $ 73.00
                                                     (148,500)                                                  $(2.212)

Whilden, Robert H. Jr.           8/11/1997              1,500                   100% upon grant                 $ 73.00
                                                      (49,500)                                                  $(2.212)

White, Kenneth T. Jr.            8/11/1997           9,437.50                   100% upon grant                 $ 73.00
                                                     (311,438)                                                  $(2.212)

Wilson, John B. Jr.              8/11/1997              2,500                   100% upon grant                 $ 73.00
                                                      (82,500)                                                  $(2.212)
</TABLE>