EXHIBIT 10.2

                         AGREEMENT FOR PURCHASE AND SALE

     This Agreement for Purchase and Sale (the "Agreement"), is made and entered
as of December 17, 1999, by and among Black Warrior  Wireline  Corp., a Delaware
corporation  ("Seller"),  the parties listed as purchasers on the signature page
below (collectively, the "Purchaser") and sets forth the terms and conditions of
the  sale  and  purchase  of one or more  Convertible  Promissory  Notes  in the
aggregate  original  principal  amount  of  up  to  $7,000,000,  with  at  least
$3,000,000  being  issued as of the date  hereof and  substantially  in the form
attached hereto as Exhibit A (the "Notes").

     WHEREAS,  Seller  desires  to issue and sell to  Purchaser,  and  Purchaser
desires to purchase and accept from Seller,  the Notes in the form of Exhibit A,
on the terms and subject to the  conditions  set forth herein and in the amounts
set forth, for each Purchaser,  on the signature page for such Purchaser to this
Agreement.

     WHEREAS,  the  obligations  of Seller  under the Notes are  secured by that
certain Borrower Security  Agreement between Seller and the Purchaser,  dated as
of the date hereof, as may be amended or modified (the "Security Agreement").

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

     WHEREAS,  Seller  desires to sell to  Purchaser  warrants  ("Warrants")  to
purchase  shares of  Seller's  common  stock,  par value  $0.005  per share (the
"Common  Stock"),  for a number of shares as set forth on the signature  page of
each  Purchaser  hereto which  Warrants  shall be delivered to Purchaser  or, at
Purchaser's discretion,  to Purchaser's designee, at the time of each advance of
the Note  Consideration,  and which Warrants shall have the terms and be subject
to the conditions set forth in the form of Warrants  attached  hereto as Exhibit
B.

     WHEREAS,  Seller desires to grant to Purchaser certain  registration rights
in respect of the Common Stock that may be acquired on  conversion  of the Notes
and on the exercise of the Warrants,  which  registration  rights shall have the
terms and be  subject to the  conditions  set forth in the  Registration  Rights
Agreement  dated as of the date hereof  between  Seller and Purchaser as amended
and modified (the "Registration Rights Agreement").

     WHEREAS,  St. James Capital,  L.P. and SJMB,  L.P., each a Delaware limited
partnership (together,  "St. James") have agreed to subordinate the indebtedness
of the Seller (other than any indebtedness  hereunder) to the indebtedness owing
to the Purchaser  hereunder  pursuant to the terms of a Subordination  Agreement
among  St.  James  and  the  Purchaser   dated  the  date  hereof  (the  "Junior
Subordination Agreement").

     WHEREAS, this Agreement,  the Notes, the Security Agreement,  the Warrants,
the Junior  Subordination  Agreement,  and the Registration Rights Agreement are
collectively referred to herein as the "Transaction Documents".


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


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                                    ARTICLE I

                                PURCHASE AND SALE

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

     1.2 Consideration  for Purchase of the Notes.  Subject to the terms of this
Agreement  (including  Section 1.5 hereof),  Purchaser  hereby  agrees to pay to
Seller,  by check or wire transfer to the account of Seller,  up to  $7,000,000,
with at least $3,000,000 being as of the date hereof,  as the  consideration for
the purchase of the Notes (the "Note Consideration").

     1.3  Consideration  for Purchase of the  Warrants.  Subject to the terms of
this Agreement,  Purchaser  hereby agree to pay by check or wire transfer to the
account  of  Seller  $0.000487805  per  share  subject  to the  Warrants  as the
consideration  for the purchase of each of the Warrants  issued and to be issued
hereunder (the "Warrant  Consideration";  the Note Consideration and the Warrant
Consideration are collectively referred to herein as the "Consideration").  Each
new Purchaser pursuant to Section 1.5 shall pay Warrant  Consideration to Seller
in an amount equal to $0.000487805 per share subject to the Warrants.

     1.4 Origination  Fee. Seller agrees to pay Purchaser at Closing and at each
other time an advance of the Note Consideration is made, an origination fee (the
"Origination  Fee") equal to 0.002% of the entire  amount of each Note,  for the
payment of the Note Consideration.  Seller shall pay to each new Purchaser under
Section 1.5 an  Origination  Fee equal to 0.002% of the entire amount of the new
Note purchased by such new Purchaser.

     1.5 Sale of Additional Notes. Seller agrees to use its best efforts to sell
additional  Notes such that the  aggregate  principal  amount of Notes issued is
$5,000,000. Each purchaser of such additional Notes shall assume the obligations
and  obtain  the  rights of a  Purchaser  hereunder  and under each of the other
Transaction  Documents,  including,  without limitation,  financing  statements,
pursuant  to  documentation  reasonably  acceptable  to the  Seller and the then
existing  Purchasers.  The Company  shall have the option of selling  additional
Notes of up to $2,000,000 in an aggregate principal amount (resulting in a total
maximum  aggregate amount of Notes sold equal to $7,000,000) upon the same terms
and  conditions  of this Section 1.5.  Each new Note shall be issued in form and
substance substantially the same as the form of Note attached as Exhibit A. Each
sale of any  additional  Note shall occur on or prior to February 15, 2000.  The
Seller shall issue to each such Purchaser,  Warrants to purchase Common Stock of
the Seller,  substantially in the form of the Warrants attached as Exhibit B and
for a number of shares proportionate to the amount of the Note purchased by such
Purchaser as reflected in the Warrants.

     1.6 Subordination. Purchaser agrees that the indebtedness hereunder and the
security  granted  therefor  are  subject to the  Subordination  Agreement  (the
"Senior  Subordination  Agreement") with Fleet Capital  Corporation (the "Senior
Lender"),  pursuant to which Purchaser  subordinates its security  interests and
rights to the  security  interests  of the  Senior  Lender.  Each


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<PAGE>


new  Purchaser  pursuant  to Section  1.5 shall  assume the  obligations  of the
Purchaser  under the  Subordination  Agreement  as a condition  precedent to the
purchase of any additional Note.

                                   ARTICLE II

                    REPRESENTATIONS AND WARRANTIES OF SELLER

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

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

     2.2 Authority;  No Defaults.  Subject to Section 3.2 hereof, Seller has all
requisite corporate power and authority to enter into the Transaction  Documents
and to  consummate  the  transactions  contemplated  thereby.  The execution and
delivery of the Transaction  Documents and the  consummation of the transactions
contemplated thereby have been duly authorized by all necessary corporate action
on the part of Seller.  Subject to Section 3.2 hereof, the Transaction Documents
have been executed and delivered by Seller and  constitute the valid and binding
obligation of Seller,  enforceable  in accordance  with their terms,  subject to
bankruptcy,  insolvency,  moratorium and other similar laws affecting creditors'
rights  generally and general  principles of equity  (regardless of whether such
enforceability  is considered  in a proceeding in equity or at law).  Subject to
Section 3.2 hereof,  the execution and delivery of the Transaction  Documents do
not, and the  consummation of the transactions  contemplated  hereby and thereby
will not,  conflict  with or result  in a breach of or the  acceleration  of any
obligation  under,  or constitute a default or event of default (or event which,
with  notice or lapse of time or both,  would  constitute  a default or event of
default) under, any provision of any charter, bylaw, indenture,  mortgage, lien,
lease, agreement,  contract,  instrument,  order, judgment, decree, ordinance or
regulation,  or any restriction to which any property of Seller is subject or by
which  Seller is bound,  the  effect of which  would be  materially  adverse  to
Seller.  Seller is not, nor does Seller have knowledge that it is alleged to be,
in material violation or default of any applicable law, statute,  order, rule or
regulation  promulgated or judgment entered by any court,  administrative agency
or  commission  or other  governmental  agency or  instrumentality,  domestic or
foreign (a  "Governmental  Entity"),  relating to or  affecting  the  operation,
conduct or  ownership  of the  property or business of Seller  other than vendor
judgments to be satisfied with the Note Consideration.

     2.3 Approvals.  Subject to Section 3.2 hereof, there is no legal impediment
to the execution and delivery of the  Transaction  Documents by Seller or to the
consummation  of  the  transactions  contemplated  thereby,  and  no  filing  or
registration  with,  or  authorization,  consent or approval of, a  Governmental
Entity,  shareholders or any other third party is necessary for the consummation
by Seller of the transactions contemplated thereby.


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<PAGE>


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

     2.5 SEC Documents.

          (a) Seller  has made all  filings  with the  Securities  and  Exchange
     Commission  ("SEC") that it has been required to make under the  Securities
     Act of 1933, as amended (the "Securities Act"), and the Securities Exchange
     Act of 1934,  as amended  (the  "Exchange  Act") since  December  31, 1998.
     Seller has  provided to  Purchaser  true,  complete  and correct  copies of
     Seller's  annual report on Form 10-K  ("Seller's Form 10-K") for the fiscal
     year  ended  December  31,  1998,  together  with all  amendments  thereto,
     Seller's  quarterly report on Form 10-Q for the fiscal quarters ended March
     31,  1999,  June  30,  1999  and  September  30,  1999,  together  with all
     amendments  thereto,  and any and all  filings  with the SEC made by Seller
     (including all requested exhibits to such filings) since the filing of said
     Form 10-K (all  such  documents  that  have  been  filed  with the SEC,  as
     amended,  are  referred  to as the  "Seller  SEC  Documents").  As of their
     respective dates, and except as amended,  Seller SEC Documents  complied in
     all material  respects with the  requirements  of the Securities Act or the
     Exchange  Act,  as the  case  may be,  and  none of  Seller  SEC  Documents
     contained  any untrue  statement  of a material  fact or omitted to state a
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements  therein,  in light of the  circumstances  under which they were
     made, not misleading.

          (b) The  financial  statements  of Seller  included  in the Seller SEC
     Documents  comply  as to  form in all  material  respects  with  applicable
     accounting requirements and with the published rules and regulations of the
     SEC with respect  thereto,  have been prepared in accordance with generally
     accepted  accounting  principles  ("GAAP")  applied on a  consistent  basis
     during  the  periods  involved  (except  as may be  indicated  in the notes
     thereto or, in the case of the unaudited  statements,  as permitted by Form
     10-Q) and fairly present (subject, in the case of the unaudited statements,
     to normal recurring audit adjustments) the consolidated  financial position
     of Seller as of the  dates  thereof  and the  consolidated  results  of its
     operations and cash flows for the periods then ended.  Since  September 30,
     1999, (i) there have been no material adverse changes in Seller's business,
     operations or financial  condition and (ii) Seller's  operations  have been
     conducted in the ordinary course of business except as disclosed in writing
     to Purchaser.

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


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<PAGE>


     2.7  Capitalization.  Seller has authorized capital stock of (a) 12,500,000
shares of Common  Stock of which,  as of the date  hereof,  there are  4,812,260
shares issued and  outstanding,  and (b) 2,500,000  shares of preferred stock of
which, as of the date hereof, there are no shares issued and outstanding. All of
the issued and  outstanding  shares of Common Stock were duly and validly issued
and are fully paid and non-assessable.  None of the outstanding shares of Common
Stock has been issued in  violation of any  preemptive  rights of the current or
past  stockholders  of Seller.  As of the date  hereof,  Seller has reserved for
issuance  (i) an  aggregate  of  1,062,250  shares of Common  Stock  issuable on
issuance of stock options to employees,  officers,  directors and other persons,
and the Board of  Directors of Seller has  approved  amendments  to the plans in
respect  of such  options to  increase  the shares  available  thereunder  to an
aggregate of 1,735,450  shares of Common  Stock,  subject to the approval of the
shareholders  of Seller,  and (ii) an aggregate of  36,601,652  shares of Common
Stock  issuable  on  the  exercise  of  outstanding  warrants,  options,  or  of
convertible securities other than those listed in (i) above. Except as set forth
on Schedule 2.7 or  described  above in (i) and (ii),  there are no  outstanding
options,  warrants or rights to subscribe  for, or  commitments of any character
whatsoever relating to, or securities or rights convertible into or exchangeable
for,  shares  of  the  capital  stock  of  Seller  or  contracts,   commitments,
understandings  or  arrangements by which Seller is or may be obligated to issue
additional  shares  of its  capital  stock or  options,  warrants,  or rights to
purchase  or acquire any  additional  shares of its  capital  stock.  Subject to
Section  3.2  hereof,  all of the Common  Stock  issued on the  exercise  of the
Warrants  will  be  fully  paid,  non-assessable  and  free  and  clear  of  any
Encumbrances.  As used in this  Agreement,  the  term  "Encumbrance"  means  and
includes (i) any  security  interest,  mortgage,  deed of trust,  lien,  charge,
pledge,  proxy, adverse claim, equity, power of attorney,  or restriction of any
kind,  including  but not limited to, any  restriction  or servitude on the use,
transfer,  receipt of income,  or other exercise of any attributes of ownership,
and (ii) any Uniform Commercial Code financing statement or other public filing,
notice or record that by its terms  purports  to  evidence or notify  interested
parties  of any of the  matters  referred  to in  clause  (i)  that has not been
terminated or released by another proper public filing, notice or record.

     2.8 Subsidiaries. Seller has no subsidiaries.

     2.9  Liabilities.  Except  as set  forth in  Schedule  2.9,  Seller  has no
liabilities or obligations,  either accrued, absolute,  contingent, or otherwise
that have a material  adverse  effect on the value or  business  of Seller,  and
Seller has no knowledge of any potential  liability that it reasonably  believes
would  likely  result in a material  adverse  effect on the value or business of
Seller, other than those (a) reflected or reserved against in the balance sheets
reported on Seller's Form 10-Q for the fiscal quarter ended  September 30, 1999,
or (b) incurred in the ordinary course of business since September 30, 1999.

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


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<PAGE>


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

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

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

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

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

     2.14 Patents,  Trademarks,  Etc. Seller is not using, and does not have any
plan to manufacture, use or sell anything which would violate or infringe on any
patent or proprietary right (of which Seller is aware) of any other person, firm
or  corporation  or which  would  require  a license  under  any such  patent or
proprietary  right.  Seller has not received any  communications  alleging  that
Seller has violated or, by  conducting  its business as proposed,  would violate
any of the patents, trademarks, service marks, tradenames,  copyrights, works of
authorship  or trade  secrets or other  proprietary  rights in  processes of any
other person or entity.


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

     2.16 Compliance.  Except as set forth on Schedule 2.16, Seller has complied
in all material  respects with all laws,  and is not in violation of any charter
or other corporate restrictions or any law, ordinance, requirement,  regulation,
judgment,  injunction, award, decree, or other order applicable to its business.
There is no term or provision of any mortgage, indenture, contract, agreement or
instrument to which Seller is a party or by which it is bound,  any provision of
any state or federal judgment, decree, order, injunction, writ, statute, rule or
regulation  applicable  to or binding upon Seller,  which  materially  adversely
affects  or,  in the  future is  reasonably  likely  to  affect  materially  and
adversely the business, prospects, condition, affairs or operations of Seller or
any of its  properties  or assets.  To the  knowledge of Seller,  no employee of
Seller is in violation of any term of any employment  contract,  patent or other
proprietary  information disclosure agreement or any other contract or agreement
relating to the employment of such employee with Seller.

     2.17 Employees.  Seller has obtained employment  agreements,  some of which
contain nondisclosure and assignment of invention provisions and non-competition
provisions,  with Seller from some  employees  and  consultants  of Seller whose
employment  responsibility  requires  access  to  confidential  and  proprietary
information of Seller, in a form satisfactory to Purchaser.  Seller has complied
in all material respects with all applicable and material state and federal laws
respecting  employment  and  employment  practices,   terms  and  conditions  of
employment,  wages and hours and other laws related to employment, and there are
no arrears in the payment of wages, or social security taxes.

     2.18 Transactions with Affiliates and Stockholders.  Except as set forth on
Schedule 2.18, no stockholder,  officer, director or employee of Seller, nor any
"affiliate"  or  "associate"  of such  persons (as such terms are defined in the
rules and  regulations  promulgated  under the  Securities  Act), is presently a
party  to  any  transaction  with  Seller,  including  without  limitation,  any
contract,  agreement  or other  arrangement  providing  for the  employment  of,
furnishing of services by, rental of real or personal property from or otherwise
requiring payments to, any such person or entity.

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


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     2.20  Stockholder  Agreements.  Except as set forth in Schedule  2.20 or as
contemplated by this Agreement, there are no agreements,  written or oral, which
are (i)  between  Seller and any  holder of its  capital  stock,  or (ii) to the
knowledge  of Seller,  among any persons  holding  five  percent (5%) or more of
Seller's capital stock,  relating to the  acquisition,  disposition or voting of
the capital stock of Seller.

     2.21 ERISA.  Except as disclosed on Schedule  2.21,  Seller has no employee
benefit plans subject to the Employment Retirement Income Security Act of 1974.

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

     2.23 Hazardous Wastes and Substances.  Neither the operations of Seller nor
the use of its  assets  violates  any  applicable  federal,  state or local law,
statute,  ordinance,  rule,  regulation,  memorandum of understanding,  order or
notice  requirement  pertaining  to  the  collection,  transportation,  storage,
treatment, discharge, release or disposal of hazardous or non-hazardous waste or
substances,  including without  limitation (i) the  Comprehensive  Environmental
Response,  Compensation  and  Liability  Act of 1980 (42 U.S.C,  ss.ss.  9601 et
seq.),  as amended  from time to time on or before the Closing  Date  ("CERCLA")
(including,  without limitation, as amended pursuant to the Superfund Amendments
and Reauthorization Act of 1986), and such regulations  promulgated under CERCLA
on or before the Closing Date, (ii) the Resources  Conservation and Recovery Act
of 1976 (42 U.S.C.  ss.ss.  6901 et seq.), as amended from time to time ("RCRA")
on or before the Closing  Date,  and such  regulations  promulgated  under RCRA,
(iii) any applicable federal, state or local laws or regulations relating to the
environment  in  effect  on the  Closing  Date  (collectively,  the  "Applicable
Environmental  Laws").  Except  as  disclosed  on  Schedule  2.23,  none  of the
operations  of Seller has ever been  conducted  nor have any of its assets  been
used in such a manner as to  constitute  a  violation  of any of the  Applicable
Environmental  Laws.  No notice  has been  served  on  Seller  by any  person or
Governmental Entity regarding any existing,  pending or threatened investigation
or inquiry  related to violations  under any  Applicable  Environmental  Law, or
regarding any claims for corrective action, remedial obligations or contribution
for  removal  costs or  damages  under  any  Applicable  Environmental  Law,  or
regarding the  designation  of Seller or any of its  affiliates as a potentially
responsible party for any facility under the Applicable  Environmental Laws, nor
does any fact or  circumstance  exist  which,  if disclosed  publicly,  would be
reasonably  likely to result in the service on Seller of any such notice.  There
has been no action taken, or omitted to be taken by Seller which has caused,  or
would be reasonably likely to cause, a "release" of any "hazardous substance" at
any "facility," without limitation,  within the meaning of such terms as defined
in the Applicable Environmental Laws.


                                       8
<PAGE>


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

                                   ARTICLE III

                                    COVENANTS

     3.1 New Subsidiaries. Seller agrees that any entity of which Seller obtains
control  (directly or  indirectly)  of more than 50% of the  outstanding  voting
stock or equity  interests  shall  execute a Subsidiary  Security  Agreement and
Subsidiary   Guaranty,   substantially  in  form  and  substance  acceptable  to
Purchaser.

     3.2  Capitalization.  Seller  agrees  that,  at or before  its next  annual
shareholders  meeting, the Seller shall secure an amendment to Seller's Articles
or Certificate of Incorporation to increase the number of shares that the Seller
is authorized  to issue to a number  sufficient to authorize the issuance of the
current  outstanding  shares of the Seller and all shares that are issuable upon
the conversion of all of the Seller's  convertible notes and securities and upon
the exercise of any warrants or options to purchase the Seller's Common Stock.

                                   ARTICLE IV

                                   THE CLOSING

     4.1 Time and Place.  Subject to the  provisions of Section 1.2 herein,  the
closing of the purchase and sale of an aggregate  amount of at least  $3,000,000
of the Notes and the associated Warrants (the "Closing") will take place as of a
date agreed to by the parties (the  "Closing  Date"),  at the offices of Gardere
Wynne Sewell & Riggs, L.L.P., unless another time and place are agreed to by the
parties.

     4.2  Conditions to the  Obligation of Seller.  The  obligation of Seller to
effect  the  Closing  is  subject  to  Purchaser  delivering,  or  causing to be
delivered, to Seller at the Closing an aggregate of at least $3,006,000.

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

          4.3.1 copies,  certified by the Secretary of State of Delaware as of a
     recent  date,  of the  charter of Seller and all  amendments  thereto and a
     certificate  of an  Officer  of Seller  certifying  that there have been no
     amendments to such charter since such date;


                                       9
<PAGE>


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

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

          4.3.4 the Agreement;

          4.3.5  the  Notes  for  an  aggregate  principal  amount  of at  least
     $3,000,000;

          4.3.6 Warrants to purchase up to an aggregate of 28,700,000  shares of
     Common Stock;

          4.3.7 the Registration Rights Agreement;

          4.3.8 the Security Agreement;

          4.3.9 the Junior Subordination Agreement;

          4.3.10 Bendover conversion and settlement documents;

          4.3.11 an opinion of Rosen, Cook, Sledge and Davis, counsel to Seller,
     in form and substance  acceptable to Purchaser and  addressing  the matters
     set forth in Sections 2.1, 2.2, 2.3, 2.7 and 2.8; and

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

                                    ARTICLE V

                               GENERAL PROVISIONS

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

     5.2 Notices.  All notices or other communications which are required or may
be given  under this  Agreement  shall be in writing and shall be deemed to have
been duly given  when  delivered  in person,  transmitted  by  telecopier  (with
receipt  confirmed)  or mailed by  registered  or  certified  first  class mail,
postage prepaid,  return receipt  requested to the parties hereto at the



                                       10
<PAGE>


address set forth below (as the same may be changed  from time to time by notice
similarly  given) or the last known business or residence  address of such other
person as may be designated by either party hereto in writing.

          (a) If to Seller: Black Warrior Wireline Corp.
                            3748 Highway #45 North
                            Columbus, Mississippi  39701
                            Attn:  William L. Jenkins

          (b) If to Purchaser:  At the addresses set forth on the signature page
     of Purchaser

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

     5.4  Publicity.  Seller and Purchaser  promptly  shall advise and cooperate
with the other prior to issuing,  or permitting any of its directors,  officers,
employees  or  Purchaser  to  issue,  any press  release  with  respect  to this
Agreement  or  the  transactions   contemplated   hereby.   Notwithstanding  the
foregoing, without the prior consent of Purchaser, neither Seller nor any of its
directors,  officers, employees or Purchaser shall issue any press release which
includes the name of Purchaser or any of Purchaser's affiliates.

     5.5 Assignment.

          (a)  Neither  this  Agreement  nor  any of the  rights,  interests  or
     obligations  hereunder shall be assigned by Seller (whether by operation of
     law or otherwise) without the prior written consent of the Purchaser.

          (b) Purchaser may assign its rights and obligations  hereunder,  under
     the Notes, the Warrants or any other Transaction  Document,  subject to the
     terms hereof and upon prior  written  notice to Seller.  Each such assignee
     (an "Assignee") shall execute an Assignment and Acceptance substantially in
     the form of Exhibit G. Upon the execution of such Assignment and Acceptance
     by such Assignee, (i) the Assignee shall be a "Purchaser" hereunder and, to
     the extent provided in the Assignment and Acceptance, shall have the rights
     and obligations of a Purchaser hereunder,  and (ii) the assigning Purchaser
     (an  "Assignor")  shall,  to the  extent  provided  in the  Assignment  and
     Acceptance, be released from its obligations hereunder.

          (c) An Assignor hereunder shall, if requested by the Assignee, deliver
     the Notes and  Warrants in favor of such  Assignor  to the Seller,  and the
     Seller shall issue



                                       11
<PAGE>


     replacement Notes and Warrants in favor of the Assignor and the Assignee in
     the amounts  and for such shares as are  indicated  in the  Assignment  and
     Acceptance.  The replacement Warrants shall be issued for an exercise price
     per share  equal to the  exercise  price set  forth in the  Warrants  to be
     delivered to Seller under this Section 5.5(c).

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

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

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



                                       12
<PAGE>


     5.9 Restrictions on Transfer.

          (a) Purchaser  shall not transfer  their rights under the Notes except
     by the  grant of a  security  interest  to its  lender  or  lenders,  or as
     provided by Section 5.5  hereof.  As between a Purchaser  and its lender or
     lenders,  the Notes are  transferrable in the same manner and with the same
     effect as in the case of a  negotiable  instrument  payable to a  specified
     person.  Any lender to which Holder grants a security interest in the Notes
     shall be  entitled  to  exercise  all  remedies  to which it is entitled by
     contract or by law, including (without  limitation)  transferring the Notes
     into its own name or into the name of any purchaser at any sale  undertaken
     in connection with enforcement by such lender of its remedies.

          (b)  Purchaser  shall not  transfer  the  Warrants or any new warrants
     described  in Section  1.4 of this  Agreement,  except as  provided  in the
     Warrants and provided  further that the Warrants may be  distributed to the
     partners of the Purchaser.

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

     Each  Purchaser  acknowledges  that  it  has,  independent  of and  without
reliance  upon any other  Purchaser  or any  information  provided  by any other
Purchaser  and  based on the  financial  statements  of  Seller  and such  other
documents  and  information  as it has deemed  appropriate,  made its own credit
analysis  and  decision  to enter  into  this  Agreement.  Each  Purchaser  also
acknowledges  that it will,  independent of and without  reliance upon any other
Purchaser  and  based  on  such  documents  and  information  as it  shall  deem
appropriate at that time, continue to make its own credit decisions in taking or
not taking action under this Agreement and any other documents relating thereto.

     5.11  Power of  Attorney.  Each  Purchaser  hereby  appoints,  and each new
Purchaser under Section 1.5 shall appoint,  SJMB, L.P. as its  attorney-in-fact,
with full power of  substitution,  solely for the  purposes of (a)  negotiating,
executing and  delivering the Senior  Subordination  Agreement and (b) executing
and filing Seller Security  Agreements and financing  statements.  This power of
attorney  shall not extend to the  negotiation,  execution  and  delivery of the
Junior Subordination Agreement.

     5.12  Representation.  Each party to this Agreement  other than SJMB,  L.P.
acknowledges  that  Gardere  Wynne  Sewell  &  Riggs,  L.L.P.  has  represented,
represents  and shall  represent  only SJMB,  L.P. with respect to the drafting,
negotiation, execution and delivery of the Transaction Documents and any related
documents or  instruments,  and that each party has had adequate  opportunity to
consult  with its own counsel in  connection  therewith  and any other aspect of
this  transaction.  Each party to this  Agreement  further  acknowledges  that a
portion of the proceeds  will be used to reimburse St. James for expenses it has
previously incurred.


                                       13
<PAGE>



                             SELLER'S SIGNATURE PAGE

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



                                                BLACK WARRIOR WIRELINE CORP.

                                                By:
                                                   -----------------------------
                                                     John L. Thompson, Director





                                       14
<PAGE>



                           PURCHASER'S SIGNATURE PAGE

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

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

Address:
                                           -------------------------------------
-----------------------------------        John L. Thompson and Charles E.
                                           Underbrink, tenants in common
-----------------------------------

-----------------------------------        -------------------------------------
                                           Social Security/Tax I.D. - Thompson

                                           -------------------------------------
                                           Social Security/Tax I.D. - Underbrink

Note Principal Amount:         $750,000
                           -----------------

Number of Warrants:           3,075,000
                           -----------------


                                       15
<PAGE>



                           PURCHASER'S SIGNATURE PAGE

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

Address:                                     -----------------------------------
                                                 [Name of Purchaser]
--------------
--------------


Note Principal Amount: _____________         -----------------------------------
Number of Warrants: ________________              [Signature of Purchaser]







                                       16
<PAGE>




                           PURCHASER'S SIGNATURE PAGE

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

Address:                                     -----------------------------------
                                                 [Name of Purchaser]
--------------
--------------


Note Principal Amount: _____________         -----------------------------------
Number of Warrants: ________________              [Signature of Purchaser]





                                       17
<PAGE>



                           PURCHASER'S SIGNATURE PAGE

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

Address:                                     -----------------------------------
                                                 [Name of Purchaser]
--------------
--------------


Note Principal Amount: _____________         -----------------------------------
Number of Warrants: ________________              [Signature of Purchaser]





                                       18