EXHIBIT 10.5


                          REGISTRATION RIGHTS AGREEMENT

         THIS   REGISTRATION   RIGHTS  AGREEMENT  (this   "Registration   Rights
Agreement")  is made as of  December  17,  1999,  by and between  Black  Warrior
Wireline Corp., a Delaware  corporation (the "Company"),  and the parties listed
on the signature page below (collectively, the "Purchaser" or "Purchasers").

         WHEREAS,  the Purchasers have acquired or may acquire from the Company,
Promissory Notes in the aggregate  original principal amount of up to $7,000,000
(the  "Notes"),  convertible  into  Common  Stock  of the  Company,  subject  to
adjustment (the "Note Shares");

         WHEREAS,  the Purchasers have acquired or may acquire from the Company,
Common Stock  Purchase  Warrants  (collectively,  the  "Warrants")  which may be
exercised to initially  acquire up to 28,700,000  shares of the Company's Common
Stock (the "Warrant Shares" and,  together with the Note Shares,  the "Shares"),
par value $0.005 per share ("Common Stock"), subject to adjustment;

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

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

                                    ARTICLE I

                                   Definitions

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

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

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

         1.3 "Registrable  Securities"  shall mean (i) the Shares;  and (ii) any
Common  Stock  issued or issuable at any time or from time to time in respect of
the Shares upon a stock split, stock dividend, recapitalization or other similar
event  involving  the  Company  until such  Common  Stock is sold  pursuant to a
Registration  Statement or the exemption from registration under Rule 144(k) (or
successor  Rule)  under the  Securities  Act is  available  with  respect to the
Shares.

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


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

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

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

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

                                   ARTICLE II

                               Registration Rights

         2.1      Demand Registration.

                  2.1.1 On any date following the first shareholders  meeting of
the Company after the date hereof,  and on demand of Purchasers holding at least
66 2/3% of the indebtedness  evidenced by the Notes ("Demand  Purchasers"),  the
Company shall file with the Commission a shelf  registration  statement covering
the resale of the Shares on Form S-1, S-2, or S-3 (the "Registration Statement")
which shall remain  effective for the lesser of: (i) 3 years, or (ii) until such
time as the Holder does not  beneficially  own any Registrable  Securities.  The
Company  shall  use its  reasonable  best  efforts  to cause  such  Registration
Statement to become  effective as soon as practicable and to cause the Shares to
be qualified in such state jurisdictions as the Demand Purchasers may request.

                  2.1.2 Except as set forth  herein,  the Company shall take all
reasonable  steps  necessary  to keep the  Registration  Statement  current  and
effective until all Shares have been distributed by the Purchaser  including any
necessary refiling of additional registration statements.

                  2.1.3  The  Company  shall be  entitled  to  require  that the
parties  refrain  from  effecting  any  public  sales  or  distributions  of the
Registrable  Securities  pursuant  to a  Registration  Statement  that  has been
declared effective by the Commission or otherwise,  if the board of directors of
the Company reasonably  determines that such public sales or distributions would
interfere in any material  respect with any  transaction  involving  the Company
that the board of directors reasonably determines to be material to the Company.
The board of directors  shall,  as


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<PAGE>

promptly  as  practicable,  give  the  Purchaser  written  notice  of  any  such
development.  In the event of a request by the board of directors of the Company
that the Purchaser  refrain from effecting any public sales or  distributions of
the  Registrable  Securities,  the  Company  shall  be  required  to  lift  such
restrictions   regarding   effecting   public  sales  or  distributions  of  the
Registrable  Securities  as soon as  reasonably  practicable  after the board of
directors  shall  reasonably  determine  public  sales or  distributions  by the
Purchaser  of  the  Registrable   Securities   shall  not  interfere  with  such
transaction, provided, that in no event shall any requirement that the Purchaser
refrain  from  effecting  public  sales  or  distributions  in  the  Registrable
Securities extend for more than 90 days.

         2.2      Piggyback Registration.

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

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

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



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<PAGE>

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

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

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

         2.5  Registration  Procedures.   In  the  case  of  each  registration,
qualification   or  compliance   effected  by  the  Company   pursuant  to  this
Registration  Rights  Agreement,  the Company will keep the Purchaser advised in
writing as to the initiation of each registration,  qualification and compliance
and as to the completion thereof. At its expense, the Company will:

                  2.5.1  Prepare  and file with the  Commission  a  registration
statement with respect to such  securities and use its  commercially  reasonable
efforts  to cause such  registration  statement  to become and remain  effective
until  the  distribution  described  in such  registration  statement  has  been
completed;

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

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



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<PAGE>

         2.6      Indemnification.

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

                  2.6.2 To the extent  permitted by law, each Purchaser will, if
securities  held by such  Purchaser  are included in the  securities as to which
such  registration,  qualification  or compliance is being effected  pursuant to
terms hereof,  indemnify the Company,  each of its directors and officers,  each
underwriter,  if any, of the Company's securities covered by such a registration
statement,  each person who controls the Company or such underwriter  within the
meaning of Section 15 of the  Securities  Act,


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

                  2.6.3  Notwithstanding the foregoing paragraphs (a) and (b) of
this Section,  each party  entitled to  indemnification  under this Section (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom,  provided  that  counsel for the  Indemnifying
Party,  who shall  conduct  the  defense of such claim or  litigation,  shall be
approved by the  Indemnified  Party (whose  approval shall not  unreasonably  be
withheld),  and the  Indemnified  Party may  participate in such defense at such
party's expense,  and provided further that the failure of any Indemnified Party
to give notice as provided  herein shall not relieve the  Indemnifying  Party of
its obligations  under this Agreement  unless the failure to give such notice is
materially  prejudicial to an Indemnifying Party's ability to defend such action
and provided further,  that the Indemnifying  Party shall not assume the defense
for  matters as to which  there is a  conflict  of  interest  or as to which the
Indemnifying Party is asserting separate or different  defenses,  which defenses
are  inconsistent  with the defenses of the  Indemnified  Party. No Indemnifying
Party,  in the defense of any such claim or litigation,  shall,  except with the
consent of each  Indemnified  Party,  consent to entry of any  judgment or enter
into any settlement which does not include as an unconditional  term thereof the
giving by the claimant or plaintiff to such Indemnified  Party of a release from


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all liability in respect to such claim or litigation. No Indemnified Party shall
consent  to entry of any  judgment  or enter  into any  settlement  without  the
consent of each Indemnifying Party.

                  2.6.4 If the  indemnification  provided for in this Section is
unavailable to an Indemnified Party in respect of any losses, claims, damages or
liabilities  referred  to  therein,  then each  Indemnifying  Party,  in lieu of
indemnifying  such  Indemnified  Party,  shall  contribute to the amount paid or
payable by such Indemnified Party as a result of such losses, claims, damages or
liabilities  (i) in such  proportion as is  appropriate  to reflect the relative
benefits  received by the Company on the one hand and all shareholders  offering
securities in the offering (the  "Selling  Security  Holders") on the other from
the offering of the Company's securities,  or (ii) if the allocation provided by
clause (i) above is not  permitted by applicable  law, in such  proportion as is
appropriate to reflect not only the relative  benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and the Selling
Security  Holders on the other in  connection  with the  statements or omissions
which resulted in such losses,  claims,  damages or liabilities,  as well as any
other relevant equitable  considerations.  The relative benefits received by the
Company on the one hand and the Selling  Security  Holders on the other shall be
the net proceeds from the offering (before deducting  expenses)  received by the
Company on the one hand and the  Selling  Security  Holders  on the  other.  The
relative fault of the Company on the one hand and the Selling  Security  Holders
on the other shall be determined  by reference  to, among other things,  whether
the untrue or alleged  untrue  statement  of  material  fact or the  omission or
alleged omission to state a material fact relates to information supplied by the
Company or by the Selling  Security  Holders and the parties'  relevant  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission.  The Company and the Selling  Security Holders agree that
it would not be just and equitable if contribution pursuant to this Section were
based solely upon the number of entities from whom contribution was requested or
by any other method of  allocation  which does not take account of the equitable
considerations  referred to above in this Section. The amount paid or payable by
an Indemnified Party as a result of the losses,  claims, damages and liabilities
referred to above in this Section  shall be deemed to include any legal or other
expenses  reasonably  incurred  by such  Indemnified  Party in  connection  with
investigating  or defending any such action or claim,  subject to the provisions
hereof.  Notwithstanding  the  provisions of this Section,  no Selling  Security
Holder  shall be required to  contribute  any amount or make any other  payments
under this Agreement which in the aggregate exceed the proceeds received by such
Selling  Security  Holder.  No  person  guilty of  fraudulent  misrepresentation
(within the  meaning of the  Securities  Act) shall be entitled to  contribution
from any person who was not guilty of such fraudulent misrepresentation.

         2.7      Certain Information.

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



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

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

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

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

                  2.8.3 So long as the Purchaser owns any Restricted  Securities
(as defined in Rule 144  promulgated  under the  Securities  Act), to furnish to
Purchaser  forthwith  upon request a written  statement by the Company as to its
compliance  with the reporting  requirements of said Rule 144 and with regard to
the  Securities  Act and the Exchange Act (at all times during which the Company
is subject to such reporting requirements),  a copy of the most recent annual or
quarterly  report of the Company,  and such other  reports and  documents of the
Company and other  information in the possession of or reasonably  obtainable by
the Company as the Purchaser may  reasonably  request in availing  itself of any
rule or  regulation  of the  Commission  allowing the Purchaser to sell any such
securities without registration.

         2.9  Transferability.  The rights conferred by this Registration Rights
Agreement shall be freely transferable to a recipient of Registrable Securities.
         2.10  Governing  Law.  This  Registration  Rights  Agreement  shall  be
governed in all respects by the laws of the State of Delaware.

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



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         2.12  Notices,  etc. All notices and other  communications  required or
permitted  hereunder  shall be in writing and shall be mailed by  registered  or
certified mail, postage prepaid,  or otherwise delivered by hand or by messenger
including  Federal Express or similar courier  service,  addressed (a) if to the
Purchaser:  to the addresses  set forth on the signature  page hereof or at such
other address as any Purchaser  shall have  furnished to the Company in writing,
or (b) if to the Company:  to Black  Warrior  Wireline  Corp.,  3748 Highway #45
North,  Columbus,  Mississippi  39701,  or at such other  address as the Company
shall have furnished to the Purchaser.  Each such notice or other  communication
shall for all purposes of this Agreement be treated as effective upon receipt.

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

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

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

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



                                       9
<PAGE>

                          THE COMPANY'S SIGNATURE PAGE

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


                                          BLACK WARRIOR WIRELINE CORP.


                                          By:
                                                --------------------------------
                                          Name:    John L. Thompson
                                          Title:   Director




                                       10
<PAGE>

                           PURCHASER'S SIGNATURE PAGE

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



Address:

----------------------------                   ---------------------------------
                                               [Purchasers Name]
----------------------------

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


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







Note Principal Amount:     $
                            -------------

Number of Warrants:
                            -------------


                                       11