<PAGE>

                                                                   EXHIBIT 10.32

THE SECURITIES REPRESENTED BY THIS WARRANT 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 LAW AND, ACCORDINGLY, THE
SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE RESOLD, PLEDGED, OR OTHERWISE
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.

                                    WARRANTS

                           to Purchase Common Stock of

                          BLACK WARRIOR WIRELINE CORP.

                          Expiring on January 31, 2006

         This Warrant to Purchase Common Stock (the "Warrant") certifies that
for value received, CHARLES E. UNDERBRINK (the "Holder"), or its assigns, is
entitled to subscribe for and purchase from the Company (as hereinafter
defined), in whole or in part, 700,000 shares of duly authorized, validly
issued, fully paid and nonassessable shares of Common Stock (as hereinafter
defined) at an initial Exercise Price (as hereinafter defined), subject,
however, to the provisions and upon the terms and conditions hereinafter set
forth. The number of Warrants (as hereinafter defined), the number of shares of
Common Stock purchasable hereunder, and the Exercise Price therefor are subject
to adjustment as hereinafter set forth. This Warrant and all rights hereunder
shall expire at 5:00 p.m., Houston, Texas time, on January 31, 2006.

         As used herein, the following terms shall have the meanings set forth
below:

         "Company" shall mean Black Warrior Wireline Corp., a Delaware
corporation, and shall also include any successor thereto with respect to the
obligations hereunder, by merger, consolidation or otherwise.

         "Common Stock" shall mean and include the Company's Common Stock, par
value $.0005 per share, authorized on the date of the original issue of this
Warrant and shall also include (i) in case of any reorganization,
reclassification, consolidation, merger, share exchange or sale, transfer or
other disposition of assets of the character referred to in Section hereof, the
stock, securities provided for in such Section, and (ii) any other shares of
common stock of the Company into which such shares of Common Stock may be
converted.


<PAGE>

         "Exercise Price" shall mean the initial purchase price of $0.75 per
share of Common Stock payable upon exercise of the Warrants. The Exercise Price
shall be adjusted from time to time pursuant to the provisions hereof.

         "Market Price" for any day, when used with reference to Common Stock,
shall mean the price of said Common Stock determined as follows: (i) the last
reported sale price for the Common Stock on such day on the principal securities
exchange on which the Common Stock is listed or admitted to trading or if no
such sale takes place on such date, the average of the closing bid and asked
prices thereof as officially reported, or, if not so listed or admitted to
trading on any securities exchange, the last sale price for the Common Stock on
the National Association of Securities Dealers National Market System or Small
Cap Market on such date, or, if there shall have been no trading on such date or
if the Common Stock shall not be listed on such system, the average of the
closing bid and asked prices in the over-the-counter market as furnished by any
NASD member firm selected from time to time by the Company for such purpose, in
each such case, unless otherwise provided herein, averaged over a period of ten
(10) consecutive Trading Days prior to the date as of which the determination is
to be made; or (ii) if the Common Stock shall not be listed or admitted to
trading or the closing bid and asked prices are unable to be furnished by an
NASD member firm, as provided in clause (i) above, the fair market value of the
Common Stock as determined in good faith by the Board of Directors of the
Company.

         "Outstanding," when used with reference to Common Stock, shall mean
(except as otherwise expressly provided herein) at any date as of which the
number of shares thereof is to be determined, all issued shares of Common Stock,
except shares then owned or held by or for the account of the Company.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Trading Days" shall mean any days during the course of which the
principal securities exchange on which the Common Stock is listed or admitted to
trading is open for the exchange of securities.

         "Warrant" shall mean the right upon exercise to purchase one Warrant
Share.

         "Warrant Shares" shall mean the shares of Common Stock purchased or
purchasable by the holder hereof upon the exercise of the Warrants.


<PAGE>

                                    ARTICLE I

                              EXERCISE OF WARRANTS

         1.1      Method of Exercise. The Warrants represented hereby may be
exercised by the holder hereof, in whole or in part, at any time and from time
to time on or after the date hereof until 5:00 p.m., Houston, Texas time, on
January 31, 2006. To exercise the Warrants, the holder hereof shall deliver to
the Company, at the Warrant Office designated in Section hereof, (i) a written
notice in the form of the Subscription Notice attached as an exhibit hereto,
stating therein the election of such holder to exercise the Warrants in the
manner provided in the Subscription Notice; (ii) payment in full of the Exercise
Price (A) in cash or by bank check for all Warrant Shares purchased hereunder,
or (B) through a "cashless" or "net-issue" exercise of each such Warrant
("Cashless Exercise"); the holder shall exchange each Warrant subject to a
Cashless Exercise for that number of Warrant Shares determined by multiplying
the number of Warrant Shares issuable hereunder by a fraction, the numerator of
which shall be the difference between (x) the Market Price and (y) the Exercise
Price for each such Warrant, and the denominator of which shall be the Market
Price; the Subscription Notice shall set forth the calculation upon which the
Cashless Exercise is based, or (C) a combination of (A) and (B) above; and (iii)
this Warrant. The Warrants shall be deemed to be exercised on the date of
receipt by the Company of the Subscription Notice, accompanied by payment for
the Warrant Shares and surrender of this Warrant, as aforesaid, and such date is
referred to herein as the "Exercise Date". Upon such exercise, the Company
shall, as promptly as practicable and in any event within ten (10) business
days, issue and deliver to such holder a certificate or certificates for the
full number of the Warrant Shares purchased by such holder hereunder, and shall,
unless the Warrants have expired, deliver to the holder hereof a new Warrant
representing the number of Warrants, if any, that shall not have been exercised,
in all other respects identical to this Warrant. As permitted by applicable law,
the Person in whose name the certificates for Common Stock are to be issued
shall be deemed to have become a holder of record of such Common Stock on the
Exercise Date and shall be entitled to all of the benefits of such holder on the
Exercise Date, including without limitation, the right to receive dividends and
other distributions for which the record date falls on or after the Exercise
Date and the right to exercise voting rights.

         1.2      Expenses and Taxes. The Company shall pay all expenses and
taxes (including, without limitation, all documentary, stamp, transfer or other
transactional taxes) other than income taxes attributable to the preparation,
issuance or delivery of the Warrants and of the shares of Common Stock issuable
upon exercise of the Warrants.

         1.3      Reservation of Shares. The Company shall reserve at all times
so long as the Warrants remain outstanding, or shall have available in reserve
by February 28, 2001, free from preemptive rights, out of its treasury Common
Stock or its authorized but unissued shares of Common Stock, or both, solely for
the purpose of effecting the exercise of the Warrants, a sufficient number of
shares of Common Stock to provide for the exercise of the Warrants.


<PAGE>

         1.4      Valid Issuance. All shares of Common Stock that may be issued
upon exercise of the Warrants will, upon issuance by the Company, be duly and
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issuance thereof and, without limiting the
generality of the foregoing, the Company shall take no action or fail to take
any action which will cause a contrary result (including, without limitation,
any action that would cause the Exercise Price to be less than the par value, if
any, of the Common Stock).

         1.5      Purchase Agreement. The Warrants represented hereby are part
of a duly authorized issuance and sale of warrants to purchase Common Stock
issued and sold pursuant to that certain Agreement of Purchase and Sale dated as
of January __, 2001 (the "Agreement"), among the Company and the Holder. The
holder hereof shall be entitled to registration under the Securities Act and any
applicable state securities or blue sky laws to the extent set forth in the
Registration Rights Agreement, as hereafter amended. The terms of the Agreement
are hereby incorporated herein for all purposes and shall be considered a part
of this Warrant as if they had been fully set forth herein. Notwithstanding the
previous sentence, in the event of any conflict between the provisions of the
Agreement and of this Warrant, the provisions of this Warrant shall control.

         1.6      Acknowledgment of Rights. At the time of the exercise of the
Warrants in accordance with the terms hereof and upon the written request of the
holder hereof, the Company will acknowledge in writing its continuing obligation
to afford to such holder any rights (including, without limitation, any right to
registration of the Warrant Shares) to which such holder shall continue to be
entitled after such exercise in accordance with the provisions of this Warrant;
provided, however, that if the holder hereof shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company
to afford to such holder any such rights.

         1.7      No Fractional Shares. The Company shall not be required to
issue fractional shares of Common Stock on the exercise of this Warrant. If more
than one Warrant shall be presented for exercise at the same time by the same
holder, the number of full shares of Common Stock which shall be issuable upon
such exercise shall be computed on the basis of the aggregate number of whole
shares of Common Stock purchasable on exercise of the Warrants so presented. If
any fraction of a share of Common Stock would, except for the provisions of this
Section, be issuable on the exercise of this Warrant, the Company shall pay an
amount in cash calculated by it to be equal to the Market Price of one share of
Common Stock at the time of such exercise multiplied by such fraction computed
to the nearest whole cent.


<PAGE>

                                   ARTICLE II

                                    TRANSFER

         2.1      Warrant Office. The Company shall maintain an office for
certain purposes specified herein (the "Warrant Office"), which office shall
initially be the Company's offices at 3748 Highway #45 North, Columbus,
Mississippi 39701 and may subsequently be such other office of the Company or of
any transfer agent of the Common Stock in the continental United States as to
which written notice has previously been given to the holder hereof. The Company
shall maintain, at the Warrant Office, a register for the Warrants in which the
Company shall record the name and address of the Person in whose name this
Warrant has been issued, as well as the name and address of each permitted
assignee of the rights of the registered owner hereof.

         2.2      Ownership of Warrants. The Company may deem and treat the
Person in whose name the Warrants are registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary until presentation of this Warrant for registration of transfer
as provided in this Article II. Notwithstanding the foregoing, the Warrants
represented hereby, if properly assigned in compliance with this Article II, may
be exercised by an assignee for the purchase of Warrant Shares without having a
new Warrant issued.

         2.3      Restrictions on Transfer of Warrants. The Company agrees to
maintain at the Warrant Office books for the registration and transfer of the
Warrants. Subject to the restrictions on transfer of the Warrants in this
Section, the Company, from time to time, shall register the transfer of the
Warrants in such books upon surrender of this Warrant at the Warrant Office
properly endorsed or accompanied by appropriate instruments of transfer and
written instructions for transfer satisfactory to the Company. Upon any such
transfer and upon payment by the holder or its transferee of any applicable
transfer taxes, new Warrants shall be issued to the transferee and the
transferor (as their respective interests may appear) and the surrendered
Warrants shall be canceled by the Company. The Company shall pay all taxes
(other than securities transfer taxes or income taxes) and all other expenses
and charges payable in connection with the transfer of the Warrants pursuant to
this Section.

                  2.3.1    Restrictions in General. The holder of the Warrants
         agrees that it will not transfer the Warrants unless registration of
         such Warrant Shares under the Securities Act and any applicable state
         securities or blue sky laws has become effective or the holder has
         provided to the Company an opinion of counsel acceptable to the Company
         that such registration is not required. Prior to any transfer (other
         than the grant of a security interest) as provided herein, the
         transferor shall provide written notice to the Company and an opinion
         of counsel to the effect that the proposed transfer is exempt from
         registration under all applicable securities laws, all in form and
         substance reasonably satisfactory to the Company. Any lender or lenders
         to which the Holder grants a security interest in the Warrants shall be
         entitled to exercise all remedies to


<PAGE>

         which it is entitled by contract or by law, including (without
         limitation) transferring the Warrants 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.

         2.4      Compliance with Securities Laws. Subject to the terms of the
Registration Rights Agreement among the Holder and the Company dated as of
January 23, 2001, as may be amended from time to time (the "Registration Rights
Agreement"), and notwithstanding any other provisions contained in this Warrant
except Section 2.3.1, the holder hereof understands and agrees that the
following restrictions and limitations shall be applicable to all Warrant Shares
and to all resales or other transfers thereof pursuant to the Securities Act:

                  2.4.1    The holder hereof agrees that the Warrant Shares
         shall not be sold or otherwise transferred unless the Warrant Shares
         are registered under the Securities Act and applicable state securities
         or blue sky laws or are exempt therefrom.

                  2.4.2    A legend in substantially the following form will be
         placed on the certificate(s) evidencing the Warrant Shares:

                           "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
                  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                  AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE
                  SECURITIES LAW AND, ACCORDINGLY, THE SECURITIES REPRESENTED BY
                  THIS CERTIFICATE MAY NOT BE RESOLD, PLEDGED, OR OTHERWISE
                  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."

                  2.4.3    Stop transfer instructions will be imposed with
         respect to the Warrant Shares so as to restrict resale or other
         transfer thereof, subject to this Section.

                                   ARTICLE III

                                  ANTI-DILUTION

         3.1      Anti-Dilution Provisions. The Exercise Price shall be subject
to adjustment from time to time as hereinafter provided. Upon each adjustment of
the Exercise Price, the holder of this Warrant shall thereafter be entitled to
purchase, at the Exercise Price resulting from such adjustment, the number of
shares of Common Stock obtained by multiplying the Exercise 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 Exercise Price resulting from such adjustment.


<PAGE>

         3.2      Adjustment of Exercise Price Upon Issuance of Common Stock.

                  3.2.1    (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 Exercise Price, then, forthwith
         upon such issue or sale, the Exercise Price shall be reduced (but not
         increased, except as otherwise specifically provided in Section ___
         hereof), to the lower price per share (calculated to the nearest
         one-ten thousandth of a cent) but in any event not less than $.001 per
         share.

                           (B)      Notwithstanding the provisions of this
         Section, no adjustment shall be made in the Exercise Price in the event
         that the Company issues, in one or more transactions, (i) Common Stock
         or convertible securities 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 that are issuable under currently
         effective employee plans and agreements); (ii) 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 (iii) Common Stock issued as
         consideration in acquisitions (including warrants, options or
         convertible securities issued as consideration for an acquisition or to
         officers, directors or employees of the acquired entity in conjunction
         therewith). In addition, for purposes of calculating any adjustment of
         the Exercise Price as provided in this Section, 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.

                  3.2.2    For purposes of this Section, the following Sections
         to inclusive, 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


<PAGE>

         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 be less than the Exercise 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 Exercise Price specified in
         Section hereof. Except as provided in Section hereof, no further
         adjustment of the Exercise 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 price provided for in any right or option referred to in
         Section, the additional consideration, if any, payable upon the
         conversion or exchange of any Convertible Securities referred to in
         Section, or the rate at which any Convertible Securities referred to in
         Section, are convertible into or exchangeable for Common Stock shall
         change (other than under or by reason of provisions designed to protect
         against dilution), the Exercise Price then in effect hereunder shall
         forthwith be readjusted (increased or decreased, as the case may be) to
         the Exercise 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, or on the termination of any such right to convert or exchange
         any such Convertible Securities referred to in Section, the Exercise
         Price then in effect hereunder shall forthwith be readjusted (increased
         or decreased, as the case may be) to the Exercise 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 or the rate at which any Convertible Securities referred
         to in Section are convertible is 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 Exercise 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


<PAGE>

         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 Exercise 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 case 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 options shall be deemed to have been issued with
         consideration.

                           (D)      Record Date. In the case 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 case 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.

         3.3      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.


<PAGE>

         3.4      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 Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of Warrant Shares
purchasable pursuant to this Warrant 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 Exercise Price in effect immediately prior to such combination shall
be proportionately increased and the number of Warrant Shares purchasable upon
the exercise of this Warrant immediately prior to such combination shall be
proportionately reduced. Except as provided in this Section, no adjustment in
the Exercise Price and no change in the number of Warrant Shares purchasable
shall be made under this Article III as a result of, or by reason of, any such
subdivision or combination.

         3.5      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 in such a way that a holder of Common Stock of
the Company 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:

                  3.5.1    As a condition of such reorganization,
         reclassification, consolidation, merger, share exchange, sale, transfer
         or other disposition (except as otherwise provided below in this
         Section), lawful and adequate provisions shall be made whereby the
         holder of Warrants shall thereafter have the right to purchase and
         receive upon the terms and conditions specified in this Warrant and in
         lieu of the Warrant 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 Warrant 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 Exercise Price and of the number of Warrant
         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
         Warrants.

                  3.5.2    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
         Exercise Price in effect immediately prior to such merger, share
         exchange or consolidation shall be adjusted in


<PAGE>

         the same manner as though there were a subdivision or combination of
         the outstanding shares of Common Stock.

                  3.5.3    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 of 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 warrant revised
         to reflect the modifications in this Warrant effected pursuant to this
         Section.

                  3.5.4    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, sale,
         transfer or other disposition the holder hereof shall have been given a
         reasonable opportunity to then elect to receive upon the exercise of
         the Warrants 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.

         3.6     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 Exercise 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 dividend or distribution is made
and shall be effective as of the date as of which a record is taken for the
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.

         3.7     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 an exercise of each Warrant


<PAGE>

and no adjustment in the Exercise Price shall be required unless such adjustment
would require an increase or decrease of at least $0.01 in the Exercise Price;
provided, however, that any adjustments which by reason of this Section 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.

         3.8     Notice of Adjustment. Whenever the Exercise Price or the
number of Warrant Shares issuable upon the exercise of the Warrants 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
Exercise Price and the adjusted number of Warrant Shares in accordance with the
provisions hereof and shall prepare an Officer's Certificate setting forth the
adjusted Exercise Price and the adjusted number of Warrant Shares issuable upon
the exercise of the Warrants 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 Exercise Price and the number of Warrant Shares purchasable upon exercise of
the Warrants have been adjusted and setting forth the adjusted Exercise Price
and the adjusted number of Warrant Shares purchasable upon the exercise of the
Warrants.

         3.9      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;

                  (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 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


<PAGE>

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.

         3.10     Company to Prevent Dilution. If any event or condition occurs
as to which other provisions of this Article III are not strictly applicable or
if strictly applicable would not fairly protect the exercise or purchase rights
of the Warrants 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
Warrant, then the Company shall make such 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 Exercise Price and the number of Warrant 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 Exercise
Price as otherwise determined pursuant to this Article III except in the event
of a combination of shares of the type contemplated in Section hereof, and then
in no event to an amount greater than the Exercise Price as adjusted pursuant to
Section hereof.

                                   ARTICLE IV

                                  MISCELLANEOUS

         4.1      Entire Agreement. This Warrant, together with the Agreement,
contains the entire agreement between the holder hereof and the Company with
respect to the Warrant Shares purchasable upon exercise hereof and the related
transactions and supersedes all prior arrangements or understandings with
respect thereto.

         4.2      Governing Law. This warrant shall be governed by and construed
in accordance with the laws of the State of Delaware.

         4.3      Waiver and Amendment. Any term or provision of this Warrant
may be waived at any time by the party which is entitled to the benefits thereof
and any term or provision of this Warrant may be amended or supplemented at any
time by agreement of the holder hereof and the Company, except that any waiver
of any term or condition, or any amendment or supplementation, of this Warrant
shall be in writing. A waiver of any breach or failure to enforce any of the
terms or conditions of this Warrant shall not in any way effect, limit or waive
a party's rights hereunder at any time to enforce strict compliance thereafter
with every term or condition of this Warrant.


<PAGE>

         4.4     Illegality. In the event that any one or more of the
provisions contained in this Warrant shall be determined to be invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in any other respect and the remaining
provisions of this Warrant shall not, at the election of the party for whom the
benefit of the provision exists, be in any way impaired.

         4.5      Copy of Warrant. A copy of this Warrant shall be filed among
the records of the Company.

         4.6      Notice. Any notice or other document required or permitted to
be given or delivered to the holder hereof shall be in writing and delivered at,
or sent by certified or registered mail to such holder at, the last address
shown on the books of the Company maintained at the Warrant Office for the
registration of this Warrant or at any more recent address of which the holder
hereof shall have notified the Company in writing. Any notice or other document
required or permitted to be given or delivered to the Company, other than such
notice or documents required to be delivered to the Warrant Office, shall be
delivered at, or sent by certified or registered mail to, the offices of the
Company at 3748 Highway #45 North, Columbus, Mississippi 39701 or such other
address within the continental United States of America as shall have been
furnished by the Company to the holder of this Warrant.

         4.7      Limitation of Liability; Not Stockholders. No provision of
this Warrant shall be construed as conferring upon the holder hereof the right
to vote, consent, receive dividends or receive notices (other than as herein
expressly provided) in respect of meetings of stockholders for the election of
directors of the Company or any other matter whatsoever as a stockholder of the
Company. No provision hereof, in the absence of affirmative action by the holder
hereof to purchase shares of Common Stock, and no mere enumeration herein of the
rights or privileges of the holder hereof, shall give rise to any liability of
such holder for the purchase price of any shares of Common Stock or as a
stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.

         4.8      Exchange, Loss, Destruction, etc. of Warrant. Upon receipt of
evidence satisfactory to the Company of the loss, theft, mutilation or
destruction of this Warrant, and in the case of any such loss, theft or
destruction upon delivery of a bond of indemnity or such other security in such
form and amount as shall be reasonably satisfactory to the Company, or in the
event of such mutilation upon surrender and cancellation of this Warrant, the
Company will make and deliver a new warrant of like tenor, in lieu of such lost,
stolen, destroyed or mutilated Warrant. Any warrant issued under the provisions
of this Section in lieu of any Warrant alleged to be lost, destroyed or stolen,
or in lieu of any mutilated Warrant, shall constitute an original contractual
obligation on the part of the Company. This Warrant shall be promptly canceled
by the Company upon the surrender hereof in connection with any exchange or
replacement. The Company shall pay all taxes (other than securities transfer
taxes or income taxes) and all other expenses and charges payable in connection
with the preparation, execution and delivery of warrants pursuant to this
Section.


<PAGE>

         4.9      Registration Rights. The Warrant Shares shall be entitled to
such registration rights under the Securities Act and under applicable state
securities laws as are specified in the Registration Rights Agreement and the
Agreement.

         4.10     Headings. The Article and Section and other headings herein
are for convenience only and are not a part of this Warrant and shall not affect
the interpretation thereof.


<PAGE>

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its
name.

Dated as of February 9, 2001.

                                        BLACK WARRIOR WIRELINE CORP.

                                        By:      __________________________
                                        Name:    William L. Jenkins
                                        Title:   President


<PAGE>

                               SUBSCRIPTION NOTICE

         The undersigned, the holder of the foregoing Warrant, hereby elects to
exercise purchase rights represented thereby for, and to purchase thereunder,
_______ shares of the Common Stock covered by such Warrant through a "cashless"
or "net issue" exercise of such Warrant ("Cashless Exercise") pursuant to
Section 1.1 of such Warrant, and requests that certificates for such shares (and
any other securities or other property issuable upon such exercise) be issued in
the name of, and delivered to ________________.

The calculation upon which the Cashless Exercise is based is as follows:

<TABLE>
<S>                                                                <C>
(No. of Warrants) ((Market Price - Exercise Price)/Market Price) = No. of shares of Common Stock
</TABLE>

         - OR -

         The undersigned, the holder of the foregoing Warrant, hereby elects to
exercise purchase rights represented thereby for, and to purchase thereunder,
_______ shares of the Common Stock covered by such Warrant, and herewith makes
payment in full for such shares, and requests (a) that certificates for such
shares (and any other securities or other property issuable upon such exercise)
be issued in the name of, and delivered to ________________, and (b) if such
shares shall not include all of the shares issuable as provided in such Warrant,
that a new Warrant of like tenor and date for the balance of the shares issuable
thereunder be delivered to the undersigned.

Signature:   _____________________________________

Date:    _________________________________________



<PAGE>


                                   ASSIGNMENT

         For value received, _______________________, hereby sells, assigns, and
transfers unto _________________________ the within Warrant, together with all
right, title and interest therein, and does hereby irrevocably constitute and
appoint ________________________ attorney, to transfer such Warrant on the books
of the Company, with full power of substitution.

Signed: ____________________________________


Date: ______________________________________