EXHIBIT 10.4



                                    WARRANTS

                           to Purchase Common Stock of

                          Black Warrior Wireline Corp.

                          Expiring on December 31, 2004


     This Warrant to Purchase  Common Stock (the  "Warrant")  certifies that for
value  received,  SJMB,  LP (the  "Holder"),  or its  assigns,  is  entitled  to
subscribe for and purchase from the Company (as hereinafter  defined),  in whole
or in part, 3,075,000 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 December 31, 2004.

     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.

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     "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 SmallCap
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.

     "Note" shall mean the Convertible  Promissory Note of the Company issued to
Holder as of the date hereof in the original principal amount of up to $750,000,
as may be amended, modified, substituted or replaced.

     "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.


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<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 December  31,
2004. 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 June
30, 2000, 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.

     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


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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
December 17, 1999 (the  "Agreement"),  among the  Company,  the Holder and other
Purchasers.  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.


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<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 which it is


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<PAGE>


     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, the other parties named therein
and the Company  dated as of December 17,  1999,  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.


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<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;  (iii)
          Common Stock upon  conversion of the Note; or (iv) 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 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


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<PAGE>


          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 Common Stock
          and had  adjustments  been made upon the  issuance of the Common Stock


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<PAGE>


          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.


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


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<PAGE>


          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 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



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<PAGE>


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 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,



                                       12
<PAGE>


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.

     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


                                       13
<PAGE>

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 .

     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.


                                       14
<PAGE>


     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.


                                       15
<PAGE>



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

Dated as of December 17, 1999.

                                            BLACK WARRIOR WIRELINE CORP.



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



                                       16
<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:

(No. of Warrants) ((Market Price - Exercise Price)/Market Price) = No. of shares
of Common Stock

     - 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:    _________________________________________



                                       17
<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: ____________________________






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