EXHIBIT 10.10


                          BLACK WARRIOR WIRELINE CORP.
                                P.O. Drawer 9188
                           Columbus, Mississippi 39705
                                 (601) 329-1047
                               Fax: (601) 329-1089





                                                     September 20, 1996





International Trust Company of Bermuda, Ltd.
48 Par-la-ville Road - Suite 213
Hamilton, HM 11, Bermuda

                  Re:      BLACK WARRIOR WIRELINE CORP. (THE "COMPANY")
                           REORGANIZATION AGREEMENT DATED NOVEMBER 22, 1995
                           (THE "REORGANIZATION AGREEMENT")

Dear Sirs:

         1.  Reference  is  made  to the  above  Reorganization  Agreement.  You
herewith confirm that, as of the date hereof, you hold $131,250 principal amount
of the Company's  indebtedness (the "Indebtedness") owing to you. As provided in
Section 4 of the  Reorganization  Agreement,  concurrently  with  executing this
letter  agreement in the space  provided  below,  you transfer and assign to the
Company such  Indebtedness in exchange for 65,625 shares (one (1) share for each
$2 of  Indebtedness  exchanged)  of the  Company's  duly issued,  fully paid and
non-assessable shares of Common Stock. Such shares are issued to you in reliance
upon the  exemption  from  registration  contained  in  Section  3(a)(9)  of the
Securities  Act of 1933 (the  "Act"),  as  amended,  and on the basis that it is
understood  that  such  Indebtedness  has been  held by you  since  1991,  it is
understood and agreed that such shares may be immediately resold by you pursuant
to an exemption from the Act.



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International Trust Company of Bermuda, Ltd.
September 20, 1996
Page 2



         You further represent and warrant to the Company as follows:

         (i) the Indebtedness exchanged pursuant to the Reorganization Agreement
         and this letter  agreement  constitutes all of the  Indebtedness of the
         Company held by you;

         (ii) you, by your signature hereto, release,  discharge and forgive the
         Company from any claim for the payment of interest and penalties on the
         Indebtedness accruing to the date hereof;

         (iii) you release and  discharge  the Company  from any and all claims,
         liabilities,  and  all  other  obligations  whatsoever,  contingent  or
         otherwise,  accruing to or held by you at any time up to and  including
         the date hereof,  except for the  obligations of the Company  expressly
         set forth herein; and

         (iv) with the delivery of shares of stock to you pursuant  hereto,  all
         of the  Company's  obligations  to you  pursuant  to  Section  4 of the
         Reorganization   Agreement   shall   have   been   fulfilled   to  your
         satisfaction.


         2.  Reference is further made to Section 5 of the above  Reorganization
Agreement. This letter is to confirm the understanding and agreement between you
and the  Company  that  Section 5 of the  Reorganization  Agreement  is herewith
amended  to  provide  that in  lieu  of the  issuance  of the  Class A  Warrants
described  therein,  you shall  receive  one (1) share of the  Company's  Common
Stock,  par value $.0005 per share,  for each three (3) Class A Warrants you are
entitled to receive  pursuant to Section 5 or an aggregate  of 13,125  shares of
Common  Stock.  The issuance of shares of the  Company's  Common Stock to you in
accordance  with the  foregoing  and the  issuance  of the Class B  Warrants  in
accordance with Section 5 of the  Reorganization  Agreement shall fulfill all of
the  Company's  obligations  to you under Section 5. Only whole shares of Common
Stock  shall be  issued.  It is  understood  that such  shares  are  "restricted
securities"  under the Act and are  "Securities"  as defined in Section 7 of the
Reorganization Agreement and all of the

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International Trust Company of Bermuda, Ltd.
September 20, 1996
Page 3


representations,  warranties,  covenants and  agreements  you made  contained in
Section 7 shall be applicable to such shares as if such shares were Securities.


         3.  Reference is made to the  Conditions  set forth in Section 9 of the
Reorganization  Agreement.  It is understood and agreed that such Conditions are
amended as follows:

         (a) As to Section  9.2: It is  understood  that Messrs  Cahn,  Hoffman,
         Silverman  and B. and E. Deeds  have not  executed  the  Reorganization
         Agreement. Section 9.2 is amended to provide as follows:

              "Messrs.  Cahn,  Hoffman,  Silverman and B. and E. Deeds
              shall exchange all of their 14% Debentures for shares of
              Common  Stock  on  such  terms  as are  mutually  agreed
              between  such  persons  and the  Company and forgive all
              claims for the payment of interest and penalties on such
              indebtedness,  and Messrs.  Cahn,  Hoffman and Silverman
              shall  (i)  dismiss  the  Lawsuit  (as  defined  in  the
              Reorganization   Agreement)  with  prejudice,  and  (ii)
              assign to the Company and the Company shall acquire from
              Messrs.  Cahn,  Hoffman and Silverman all claims related
              to the  issuance of the 14%  Debentures  held by Messrs.
              Cahn, Hoffman, Silverman, including, but not limited to,
              the claims held by Messrs.  Cahn,  Hoffman and Silverman
              against MidTex Corp., Fred Miller and Adolf Weismann."

         (b) As to Section 9.3:  Messrs.  Thornton,  James and Mr. and Mrs. Neel
         may amend the terms of the supplemental agreements between them and the
         Company to contain such terms as are mutually acceptable.

         (c) As to  Section  9.4:  Such  private  offering  may be made for such
         number of shares as the Company may  determine  at $1.25 per share with
         the net  proceeds  to be used  for such  purposes  as the  Company  may
         determine.




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International Trust Company of Bermuda, Ltd.
September 20, 1996
Page 4



         If you are in agreement with the foregoing, please sign and return this
letter whereupon it shall be an agreement between us.


                                            Very truly yours,

                                            Black Warrior Wireline Corp.




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




Agreed and accepted:

International Trust Company of Bermuda, Ltd.




By:  /s/ Alan Covill
     ---------------------------------------
     Alan Covill, Manager