EXHIBIT 10.6


STATE OF TEXAS             )
                                                         DATE: December 22, 1999
COUNTY OF MONTGOMERY       )


                        COMPROMISE AGREEMENT WITH RELEASE


         This  Agreement  is made and  entered  into this 22nd day of  December,
1999,  among Black Warrior  Wireline Corp., in its own name, and as successor by
merger to Boone Wireline Co., Inc. ("BWWC"), Bendover Company, formerly known as
Diamondback Directional, Inc. ("Bendover"),  Alan Mann ("Mann") and Michael Dale
Jowers ("Jowers").


                                   WITNESSETH


         WHEREAS,   the   parties   have   certain   agreements   and   business
relationships,  some of which are in dispute,  and some of which are the subject
of that certain lawsuit styled Bendover Company vs. Boone Wireline Co., Inc., et
al, numbered  99-05-02669-CV pending in the District Court of Montgomery County,
Texas, 9th Judicial Circuit (the "Lawsuit"); and

         WHEREAS,  the parties desire to compromise  their disputes,  enter into
new  agreements,  provide for the dismissal of the Lawsuit and grant one another
mutual releases;

         NOW, THEREFORE,  in consideration of the mutual promises and agreements
contained herein and the documents to be exchanged  pursuant hereto, the parties
do hereby agree as follows:


                                       I.
                               NOTES, STOCK, ETC.

         1.1 EXCHANGE OF EXISTING NOTES. Effective as of December 20, 1999, that
certain $3 Million Promissory Note due August 31, 1999, and that certain Amended
Promissory  Note for Net  Receivables  due August 31,  1999  (collectively,  the
"Original  Notes"),  running  from BWWC to  Bendover,  are hereby  canceled  and
exchanged  for the  stock  described  in  Section  1.2 and the  Promissory  Note
described in Section 1.3.  Interest  shall be paid on the Original  Notes as set
forth in Section 1.5 hereof. Bendover shall return the Original Notes to BWWC.

         1.2  STOCK  AND  ISSUANCE.  In lieu of  principal  in the  amount of $2
Million due under the Original Notes, BWWC shall issue to Bendover  2,666,666 of
its common stock ( "Stock"), at the price of seventy-five cents ($0.75).

         1.3 NEW  NOTE.  In  lieu of the  balance  of the  principal  due on the
Original Notes,  which is agreed by the parties to be $1,182,890.25,  BWWC shall
issue to Bendover the  promissory  note (the


<PAGE>

"New Note") in said amount,  in the form  attached  hereto as Exhibit 1.3,  said
note being due on January 15, 2001, providing for a pre-default interest rate of
ten percent (10%),  providing for periodic  payment of interest and principal as
provided  therein.  The schedule of interest and principal  payments provided in
the  New  Note  shall  be  subject  to the  obligations  of  Section  II of this
agreement.  The note shall be secured by a security package in pari passu to the
debt of BWWC to St James  Capital  Partners,  LP and SJMB,  LP  issued  prior to
December 16, 1999. BWWC shall cause St James to cause its attorneys to draft the
security  agreements,  financing statements and other documents needed to put in
place this  security  package,  and deliver  same to Bendover  not earlier  than
January 14, 2000.

         1.4 INVESTMENT  REPRESENTATION LETTER. Issuance of the stock is subject
to the terms of the Investment  Representation Letter to be executed by Bendover
to BWWC in the form attached hereto as Exhibit 1.4.

         1.5 ACCRUED INTEREST. Upon the closing of this transaction,  BWWC shall
pay to Bendover accrued interest due on the Original Notes in the compromise sum
of $273,813.24, which Bendover warrants and represents to be all interest due by
BWWC to Bendover through December 20, 1999.

         1.6  REGISTRATION  RIGHTS  AGREEMENT.  The  Stock  and the New Note are
subject to the terms of the Registration Rights Agreement to be executed by BWWC
and Bendover in the form attached hereto as Exhibit 1.6.

         1.7  SUBORDINATION  AGREEMENT.  Immediately  following  funding  of the
amounts due hereunder,  Bendover shall execute the Subordination  Agreement with
Fleet in the form  attached as Exhibit 1.7, and deliver same to the attorney for
Fleet  by  facsimile  and by  mail,  with  a copy  to  the  attorney  for  BWWC.
Notwithstanding said subordination agreement, BWWC shall use its best efforts to
secure permission of Fleet to pay interest per the New Note.


                                       II.
                          COOPERATION, FUTURE FINANCING

         This agreement is being closed  contemporaneously with the sale by BWWC
of Three and one-half  Million Dollars  ($3,500,000) of new  subordinated  notes
(the"December,1999Notes"),  as well as the Sixth  Forbearance  Agreement,  Sixth
Amendment and Waiver to Loan and Security  Agreement  with BWWC's senior secured
lender,  Fleet  Capital  Corporation  (the   "Forbearance").   Pursuant  to  the
Forbearance,  among other matters, BWWC must be refinanced by February 29, 2000.
BWWC is currently  negotiating  with Coast Business  Credit toward  refinancing.
Coast,  or another new senior  secured  lender will require debt holders of BWWC
who are affiliated with BWWC to enter into  agreements  which are commonly known
as "Subordination Agreements," "Standstill Agreements," etc. Bendover recognizes
this reality and agrees to cooperate in executing such agreements in the future,
and,  without  limiting the generality of the foregoing,  agrees that (i) if the
new loan with Coast closes,  it will execute the  Subordination  Agreement  with
Coast in substantially  the form attached hereto as Exhibit 2.0 or in such other
form  as  Coast  may  request,  and  (ii)  it will  execute  such  subordination
agreements or loan modification agreements as required by the

<PAGE>

replacement lender (whether Coast or another lender) provided the holders of the
December, 1999 Notes execute agreements in substantially the same form. Bendover
acknowledged  and agrees that these  documents may limit the payment of interest
to the holders of the  December,  1999 Notes and  Bendover  until the new senior
lender is paid in full or BWWC achieves certain excess cash flow thresholds.


                                      III.
                               EMPLOYMENT MATTERS

         It is a condition to the closing of this  Agreement  that the following
employment matters be resolved as follows:

         3.1      BWWC shall pay to Mann the following amounts due to Mann:

                         Back Salary                                  $29,974.32
                         Trailer Purchased for Company                  7,000.00
                         Phone Bill                                     1,359.00
                         Car Allowance                                  2,723.63
                                                                    ------------
                                                     Subtotal         $41,056.95
                         Less amount advanced October 6, 1999         -15,000.00
                                               Total Due Mann         $26,056.95


                                       IV.
                              DISMISSAL OF LAWSUIT

         Immediately  following  closing,  the Lawsuit  shall be dismissed  with
prejudice.

         The  parties  shall  execute  and  deliver  to one  another  the mutual
releases in the forms attached hereto as Exhibit 4.0 and Exhibit 4.1


                                       V.
                                  BOARD MATTERS

         At closing,  BWWC shall deliver the Action by Unanimous  Consent of its
Directors in the form attached hereto as Exhibit 5.0, by which this  transaction
is approved and Alan Mann is appointed to the Board of Directors of BWWC.


                                       VI.
                                     CLOSING


<PAGE>

         Closing shall occur not later than December 17, 1999. It is anticipated
that executed  copies of this  agreement and the documents and things called for
hereby shall be deposited  in trust with the  attorney  for  Bendover,  Roger B.
Williams of Houston,  Texas, who shall hold same pending joint instructions from
the parties hereto with respect to the disbursement  thereof. In the interest of
time, the parties agree that  facsimile  signatures may be used, and shall be as
binding as originally signed documents.  However,  for additional  verification,
the parties agree to replace any facsimile  signatures with original  signatures
within five (5) business days after the closing.


                                      VII.
                                  MISCELLANEOUS

         7.1 NO ASSIGNMENT.  Neither this Agreement,  nor any right, interest or
obligation  hereunder,  may be assigned by either of the parties  hereto without
the prior written consent of the other party(ies).

         7.2 MULTIPLE COUNTERPARTS. Any number of counterparts of this Agreement
may be  executed,  and each such  counterpart  shall be deemed to be an original
instrument,  but all such counterparts together shall constitute but one and the
same agreement,  binding on both the parties  notwithstanding  that both parties
have not signed the same counterpart.

         7.3  CAPTIONS.  The  titles  of the  Articles  and  Paragraphs  and the
captions  of this  Agreement  have been  assigned  thereto for  convenience  and
reference  only  and  in no way  define,  describe,  extend,  or  limit,  nor be
construed as limiting,  defining or affecting the  substantive  terms,  scope or
intent of this Agreement.

         7.4 ENTIRE AGREEMENT, INTEGRATION,  AMENDMENT. This Agreement, together
with the accompanying Exhibits attached hereto, constitutes the entire agreement
among the parties  hereto,  as a complete  and final  integration  thereof.  All
understandings  and agreement  heretofore  had between and among the parties are
merged into this  Agreement,  which alone fully and completely  expresses  their
understandings,   and   this   Agreement   supersedes   all   prior   memoranda,
correspondence,  conversations  and  negotiations.  There  have  been and are no
agreements,  representations  or warranties between the parties other than those
set forth or provided herein.  No  representation  or warranty made by any party
which is not  contained in this  Agreement  or expressly  referred to herein has
been relied on by any party in entering into this Agreement.

         7.5 NOTICES. All notices,  requests,  demands, and other communications
hereunder  shall be in  writing  and shall be deemed to have been duly given and
delivered upon personal  delivery or, if mailed,  upon depositing such notice in
the United States mail, with first class postage prepaid, and

                           (i)      If to Black Warrior:

                                    Black Warrior Wireline Corp
                                    3748 Highway 45 North
                                    Post Office Box 9188

<PAGE>

                                    Columbus, Mississippi  39705
                                    Attention:  William L. Jenkins


                           (ii)     If to Bendover:

                                    Bendover Company
                                    1053 The Cliffs Boulevard
                                    Montgomery, Texas  77356

                           (iii)    If to Mann or Jowers:

                                    Mr. Alan Mann
                                    1053 The Cliffs Boulevard
                                    Montgomery, Texas  77356

                                    Mr. Michael Dale Jowers
                                    12445 Thomson Road
                                    Willis, TX  77378

                  Any party may change the  address to which  notices  are to be
delivered to such party, by notice given in accordance with this subparagraph to
the other party.

         7.6  GOVERNING  LAW.  The laws of the State of Texas  shall  govern the
validity, construction, and interpretation of this Agreement.


         IN WITNESS WHEREOF, this Agreement has been executed,  effective on the
date first set forth above.

                                           BLACK WARRIOR WIRELINE CORP.

                                           By: /s/William L. Jenkins
                                             -----------------------
                                                  William L. Jenkins, President


                                           BENDOVER COMPANY

                                           By:
                                               ---------------------------------

                                           Its:
                                               ---------------------------------


                                           ------------------------------------
                                           Alan Mann


                                           ------------------------------------
                                           Michael Dale Jowers