**EXHIBIT10.4****FIRST AMENDMENT TO EMPLOYMENT AGREEMENT**     This First Amendment to Employment Agreement, executed as ofMarch 30, 2007 (this “FirstAmendment”), is by and between W-H Energy Services, Inc., a Texas corporation, (“Company”), andJeffery L. Tepera, (“Executive”).     **WHEREAS,**Company and Executive are parties to that certain Employment Agreement effective asof January 1, 2004 (the “Employment Agreement”); and     **WHEREAS,**Company and Executive desire to extend the term of Executive’s employment and makethe other amendments to the Employment Agreement set forth herein.     **NOW, THEREFORE,**for and in consideration of the mutual promises, covenants and obligationscontained herein, Company and Executive agree as follows:**ARTICLE 1: AMENDMENTS TO EMPLOYMENT AGREEMENT**     1.01 *Amendment to Article 1.*Article 1 of the Employment Agreement is hereby amended andrestated in its entirety to read as follows:1.2 POSITIONS. From and after the Effective Date, Company shall employ Executivein the position of Vice President and Chief Operating Officer of Company, or in suchother positions as the parties may mutually agree.     1.02 *Amendment to Paragraph 2.1.*Paragraph 2.1 of the Employment Agreement is hereby amendedand restated in its entirety to read as follows:2.1 TERM. Unless sooner terminated pursuant to other provisions hereof, Companyagrees to employ Executive for the period beginning on the Effective Date and endingon December 31, 2009 (the “Initial Expiration Date”); provided, however, thatbeginning on the Initial Expiration Date, and on each anniversary of the InitialExpiration Date thereafter, if this Agreement has not been terminated pursuant toparagraph 2.2 or 2.3, then said term of employment shall automatically be extendedfor an additional one-year period unless on or before the date that is 90 days priorto the first day of any such extension period either party shall give written noticeto the other that no such automatic extension shall occur.     1.03 *Amendment to Paragraph 3.1.*Paragraph 3.1 of the Employment Agreement is hereby amendedand restated in its entirety to read as follows:3.1 BASE SALARY. Commencing January 1, 2007, Executive shall receive a minimumannual base salary of $350,000. Executive’s annual base salary shall be reviewed bythe Board of Directors (or a committee thereof) on an annual basis, and, in the solediscretion of the Board of Directors (or such committee), such annual base salarymay be increased, but not decreased, effective as of January 1 of each year.Executive’s annual base salary shall be paid in equal installments in
 

 
accordance with the Company’s standard policy regarding payment of compensation toexecutives but no less frequently than monthly.     1.04 *Amendment to Paragraph 3.2.*Paragraph 3.2 of the Employment Agreement is hereby amendedand restated in its entirety to read as follows:3.2 INCENTIVE COMPENSATION. Executive shall be eligible to receive incentivecompensation up to a maximum of 133% of his annual base salary each calendar year asshall be determined in the sole discretion of the Board of Directors.     1.05 *Amendment to Paragraph 6.1*. Clause (i)(B) of the definition of Termination Benefits inSection 6.1 is hereby amended and restated to read in its entirety as follows:(i) (B) the highest annual incentive compensation payment paid, or determined by the Board(or the applicable committee thereof) and to be paid, to Executive by Company (pursuant toparagraph 3.2 or otherwise) in respect of any of the three years immediately prior to thedate of the termination of Executive’s employment, and     1.06 *Amendment to Article 7*. Article 7 of the Employment Agreement is hereby amended byadding a new paragraph 7.13 to read as follows:7.13 DEFINITIONS. When used herein, the term “Agreement” shall mean thisEmployment Agreement effective as of January 1, 2004, as the same shall be amendedfrom time to time, including by that certain First Amendment to EmploymentAgreement, executed as of March 30, 2007.**ARTICLE 2: MISCELLANEOUS**     2.01 *Applicable Law*. This First Amendment is entered into under, and shall be governed forall purposes by, the laws of the State of Texas.     2.02 *Counterparts*. This First Amendment may be executed in one or more counterparts, each ofwhich shall be deemed to be an original, but all of which together will constitute one and the sameagreement.     2.03 *Headings*. The paragraph headings in this First Amendment have been inserted for purposesof convenience and shall not be used for interpretive purposes.     2.04 *Gender and Plurals*. Wherever the context so requires, as used in this First Amendment,the masculine gender includes the feminine or neuter, and the singular number includes the pluraland conversely.     2.05 *Reaffirmation of Employment Agreement*. Except as expressly amended hereby, theEmployment Agreement shall remain in full force and effect.     2.06 *Effectiveness*. This First Amendment shall be and become binding on and enforceableagainst Company and Executive as of the date of its execution first set forth above.
-2-

 
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of its date ofexecution first set forth above.       W-H ENERGY SERVICES, INC.       By: /s/ Kenneth T. White, Jr.         Kenneth T. White, Jr.    Chairman, President and Chief Executive Officer         /s/ Jeffery L. Tepera         Jeffery L. Tepera
-3-