AMENDMENT NO. 13
             TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT


     THIS  AMENDMENT  NO.  13 (this "Agreement") is entered into as of September
10,  2010,  by  and  among  BEST  ENERGY  SERVICES, INC (f/k/a HYBROOK RESOURCES
CORP.),  a corporation organized under the laws of the State of Nevada ("Best"),
BOB BEEMAN DRILLING COMPANY, a corporation organized under the laws of the State
of  Utah  ("BBD") and BEST WELL SERVICE, INC., a corporation organized under the
laws  of  the State of Kansas ("BWS") (Best, BBD and BWS, each a "Borrower", and
collectively  "Borrowers"),  the  financial  institutions  party  hereto
(collectively, the "Lenders" and individually a "Lender") and PNC BANK, NATIONAL
ASSOCIATION  ("PNC"), as agent for Lenders (PNC, in such capacity, the "Agent").

                                   BACKGROUND

     Borrowers,  Lenders and Agent are parties to that certain Revolving Credit,
Term  Loan  and  Security  Agreement  dated as of February 14, 2008 (as amended,
restated,  supplemented  or  otherwise  modified  from  time  to time, the "Loan
Agreement")  pursuant  to which Agent and Lenders provide Borrowers with certain
financial  accommodations.

     Borrowers have requested that Agent and Lenders amend certain provisions of
the  Loan  Agreement as hereafter provided, and Agent and Lenders are willing to
do  so  on  the  terms  and  conditions  hereafter  set  forth.

     NOW,  THEREFORE, in consideration of any loan or advance or grant of credit
heretofore  or  hereafter  made  to  or for the account of Borrowers by Agent or
Lenders,  and  for  other  good  and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.  Definitions.  All  capitalized  terms  not otherwise defined or amended
herein  shall  have  the  meanings  given  to  them  in  the  Loan  Agreement.

     2.  Reservation  of Rights: Borrowers acknowledge that the Event of Default
set  forth  on  Schedule  I  hereto (the "Existing Default") has occurred and is
continuing  under  the  Loan  Agreement.

          (a) As a result of the Existing Default, Agent has the immediate right
     to  exercise  its  rights  and remedies under the Loan Agreement, the Other
     Documents  or  at  law.

          (b)  To  the extent Agent makes any additional Advances after the date
     hereof,  such  Advances  shall  not  constitute  either  a  waiver  of, nor
     agreement  to  forbear by Agent with respect to the Existing Default or any
     future  violation or Event of Default under the Loan Agreement or the Other
     Documents,  including,  without  limitation,  the Existing Default. No such
     additional  Advances  by  Agent  shall,  directly or indirectly, in any way
     whatsoever,  impair,  prejudice or otherwise adversely affect Agent's right
     at  any  time  and  from  time  to time to exercise any right, privilege or
     remedy  in connection with the Loan Agreement or related documents or amend
     or  alter  the  provisions  of the Loan Agreement or the Other Documents or


<PAGE>
     constitute  a  course of dealing or other basis for altering any Obligation
     of Borrowers or any other Person or any right, privilege or remedy of Agent
     under  the  Loan  Agreement  or  the  Other  Documents.

          (c)  Although  Agent is not presently taking any immediate action with
     respect  to  the  Existing  Default except as set forth above, Agent hereby
     reserves  all  its  rights and remedies under the Loan Agreement, the Other
     Documents  and  applicable  law,  and its election not to exercise any such
     right  or  remedy  at  the  present  time shall not (a) preclude Agent from
     ceasing  at  any  time to make Advances, (b) limit in any manner whatsoever
     Borrowers'  obligation  to  comply  with,  and  Agent's  right to insist on
     Borrowers'  compliance  with, each and every term of the Loan Agreement and
     the  Other  Documents or (c) constitute a waiver of any Event of Default or
     any  right or remedy available to Agent under the Loan Agreement, the Other
     Documents or applicable law, and Agent hereby expressly reserves its rights
     with  respect  to  the  same.

          (d)  No  failure or delay on the part of Agent in exercising any right
     or  remedy  under  the  Loan  Agreement  and  no  course of dealing between
     Borrowers  and  Agent shall operate as a waiver of any such right or remedy
     nor  shall  any single or partial exercise of any right or remedy under the
     Loan  Agreement  preclude  any  other  or  further  exercise thereof or the
     exercise  of  any  other  right  or  remedy under the Loan Agreement. Agent
     expressly reserves all of its rights and remedies under the Loan Agreement.

     3.  Amendments  to Loan Agreement. Subject to the satisfaction of Section 4
below,  and  effective  as  of  September  1, 2010, the Loan Agreement is hereby
amended  as  follows:

          (a)  Section  2.4  of the Loan Agreement is hereby amended by amending
     and  restating  the  third  sentence thereof to read in its entirety as set
     forth  below:

          "The  Term  Loan  shall  be,  with  respect  to  principal,  payable
          monthly  commencing on May 1, 2009, and on the first day of each month
          thereafter,  as follows: (a) $97,500 per month, from the Amendment No.
          1  Effective  Date  through December 31, 2009, (b) $125,000 per month,
          from  January  1,  2010  through December 31, 2010; provided, however,
          that  the Term Loan payment with respect to the months of (x) May 2010
          and  June  2010  shall  be  in the amount of $50,000 payable on May 3,
          2010,  and  June 1, 2010, respectively, (y) July 2010 and August 2010,
          shall  be in the amount of $25,000, payable on July 1, 2010 and August
          1,  2010,  respectively  and  (z)  September  2010,  October  2010 and
          November  2010,  shall  be  in  the amount of $0, and (c) $150,000 per
          month  thereafter,  with  the  balance  payable upon expiration of the
          Term,  subject  to  acceleration  upon  the  occurrence of an Event of
          Default  under  this  Agreement  or  termination  of  this Agreement."

     4.  Conditions of Effectiveness. This Agreement shall become effective when
Agent  shall  have  received:

          (a) four (4) copies of this Agreement executed by the Required Lenders
     and  each  Borrower;


<PAGE>
          (b)  an  amendment  fee  of  $5,000,  which fee shall be fully-earned,
     payable  and  non-refundable  upon  the  execution  of  this  Agreement  by
     Borrowers  and may be charged to Borrowers' Account as a Revolving Advance;

          (c) a common stock purchase warrant for 250,000 shares of common stock
     of  Best  at  an  exercise  price  of $0.10 per share in form and substance
     satisfactory  to  Agent  and  its  counsel;  and

          (d)  such  other  certificates, instruments, documents, agreements and
     opinions  of  counsel  as  may be required by Agent or its counsel, each of
     which shall be in form and substance satisfactory to Agent and its counsel.

     5.  Representations,  Warranties  and  Covenants.  Each  Borrower  hereby
represents,  warrants  and  covenants  as  follows:

          (a)  This Agreement and the Loan Agreement constitute legal, valid and
     binding  obligations  of  such  Borrower  and  are enforceable against such
     Borrower  in  accordance  with  their  respective  terms.

          (b)  Upon  the  effectiveness  of this Agreement, each Borrower hereby
     reaffirms  all  covenants,  representations and warranties made in the Loan
     Agreement  to  the  extent  the  same  are not amended or waived hereby and
     agrees  that  all  such  covenants, representations and warranties shall be
     deemed  to  have  been  remade  as of the effective date of this Agreement.

          (c)  The execution, delivery and performance of this Agreement and all
     other  documents  in  connection  therewith has been duly authorized by all
     necessary  corporate  action, and does not contravene, violate or cause the
     breach  of  any agreement, judgment, order, law or regulation applicable to
     any  Borrower.

          (d)  No  Event of Default or Default has occurred and is continuing or
     would  exist after giving effect to this Agreement (other than the Existing
     Default).

          (e)  No  Borrower has any defense, counterclaim or offset with respect
     to  the  Loan  Agreement  or  the  Obligations.

     6.  Effect  on  the  Loan  Agreement.

          (a)  Upon  the  effectiveness of this Agreement, each reference in the
     Loan  Agreement  to  "this  Agreement,"  "hereunder," "hereof," "herein" or
     words of like import shall mean and be a reference to the Loan Agreement as
     amended  hereby. Except as specifically amended herein, the Loan Agreement,
     and  all  other  documents,  instruments  and  agreements  executed  and/or
     delivered  in  connection therewith, shall remain in full force and effect,
     and  are  hereby ratified and confirmed. This Agreement shall constitute an
     "Other  Document"  for  all  purposes  under  the  Loan  Agreement.

          (b)  Except  as expressly provided herein, the execution, delivery and
     effectiveness of this Agreement shall not operate as a waiver of any right,
     power  or  remedy  of  Agent  or any Lender, nor constitute a waiver of any
     provision  of  the  Loan  Agreement,  or  any


<PAGE>
     other  documents, instruments or agreements executed and/or delivered under
     or  in  connection  therewith.

     7.  Release.  The  Borrowers hereby acknowledge and agree that: (a) neither
they nor any of their Affiliates have any claim or cause of action against Agent
or  any  Lender  (or  any  of  Agent's  or  any  Lender's  Affiliates, officers,
directors,  employees,  attorneys, consultants or agents) and (b) Agent and each
Lender  have  heretofore properly performed and satisfied in a timely manner all
of  their  respective  obligations to the Borrowers under the Loan Agreement and
the  Other  Documents. Notwithstanding the foregoing, Agent and each Lender wish
(and the Borrowers agree) to eliminate any possibility that any past conditions,
acts,  omissions,  events  or  circumstances would impair or otherwise adversely
affect  any  of  Agent's  or  such  Lender's  rights, interests, security and/or
remedies  under the Loan Agreement and the Other Documents. Accordingly, for and
in  consideration  of  the agreements contained in this Agreement and other good
and valuable consideration, each Borrower (for itself and its Affiliates and the
successors, assigns, heirs and representatives of each of the foregoing) (each a
"Releasor"  and  collectively,  the  "Releasors")  does  hereby  fully, finally,
unconditionally and irrevocably release and forever discharge Agent, each Lender
and  each  of  their  respective  Affiliates,  officers,  directors,  employees,
attorneys, consultants and agents (each a "Released Party" and collectively, the
"Released Parties") from any and all debts, claims, obligations, damages, costs,
attorneys' fees, suits, demands, liabilities, actions, proceedings and causes of
action,  in  each case, whether known or unknown, contingent or fixed, direct or
indirect,  and  of  whatever  nature  or  description,  and whether in law or in
equity,  under  contract,  tort,  statute  or  otherwise, which any Releasor has
heretofore  had  or now or hereafter can, shall or may have against any Released
Party  by  reason of any act, omission or thing whatsoever done or omitted to be
done on or prior to the date hereof arising out of, connected with or related in
any way to this Agreement, the Loan Agreement or any Other Document, or any act,
event  or  transaction  related or attendant thereto, or Agent's or any Lender's
agreements  contained  therein,  or the possession, use, operation or control of
any  of  the  assets  of  agreements  contained therein, or the possession, use,
operation or control of any of the assets of the Borrowers, or the making of any
advance,  or  the  management  of  such  advance  or  the  Collateral.

     8.  Governing  Law.  This  Agreement shall be binding upon and inure to the
benefit  of  the  parties hereto and their respective successors and assigns and
shall  be  governed by and construed in accordance with the laws of the State of
New  York  (other  than  those  conflict  of  law  rules that would defer to the
substantive  law  of  another  jurisdiction).

     9.  Cost  and Expenses. Borrowers hereby agree to pay the Agent, on demand,
all  costs  and  reasonable  expenses  (including reasonable attorneys' fees and
legal  expenses)  incurred in connection with this Agreement and any instruments
or  documents  contemplated  hereunder.

     10.  Headings.  Section  headings in this Agreement are included herein for
convenience  of reference only and shall not constitute a part of this Agreement
for  any  other  purpose.

     11.  Counterparts;  Facsimile Signatures. This Agreement may be executed by
the  parties hereto in one or more counterparts of the entire document or of the
signature  pages  hereto,  each  of which shall be deemed an original and all of
which  taken  together  shall  constitute


<PAGE>
one and the same agreement.  Any signature received by facsimile or electronic
transmission shall be deemed an original signature hereto.



                  [Remainder of page intentionally left blank]











































<PAGE>
     IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and
year  first  written  above.


                              PNC BANK, NATIONAL ASSOCIATION,
                              as Lender and as Agent


                              By:  /s/ A. Roger Craig, Jr.
                                   -----------------------
                              Name:  A. Roger Craig, Jr.
                              Title:   Vice President


                              BEST ENERGY SERVICES, INC.



                              By:  /s/ Dennis Irwin
                                   ----------------
                              Name: Dennis Irwin
                              Title:  CFO


                              BOB BEEMAN DRILLING COMPANY


                              By:  /s/ Dennis Irwin
                                   ----------------
                              Name: Dennis Irwin
                              Title:  CFO


                              BEST WELL SERVICE, INC.


                              By:  /s/ Dennis Irwin
                                   ----------------
                              Name: Dennis Irwin
                              Title:  CFO




                      [Signature Page to Amendment No. 13]

<PAGE>
                                   SCHEDULE I

                                Existing Default

     1.     An  Event  of  Default  as a result of the Borrowers' failure to pay
certain  taxes  as  required  pursuant  to  Section  4.13 of the Loan Agreement.










































Schedule I to Amendment No. 13