DI INDUSTRIES, INC.

                      NON-QUALIFIED STOCK OPTION AGREEMENT


      THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") made as of 16
December, 1996, by and between DI INDUSTRIES, INC., a corporation organized
under the laws of the State of Texas (the "Corporation"), and FORREST M. CONLEY,
JR, an individual (the "Optionee");

                              W I T N E S S E T H:

      WHEREAS, the Corporation is desirous of providing incentive to the
Optionee to further the business of the Corporation and the Corporation has
agreed to grant the Optionee options to purchase shares of common stock, $0.10
par value ("Common Stock"), of the Corporation; and

      WHEREAS, by granting the Optionee options to purchase shares of Common
Stock pursuant to the terms of this Agreement, the Corporation intends to carry
out the purposes set forth in the 1996 Employee Stock Option Plan of the
Corporation (the "Plan") adopted by the Board of Directors of the Corporation
(the "Board of Directors") effective July 29, 1996 and the shareholders of the
Corporation effective as of August 27, 1996; and

      WHEREAS, the Corporation and the Optionee desire to set forth the terms
and conditions of such options to purchase Common Stock;

      NOW, THEREFORE, in consideration of the mutual promises contained herein,
and other good and valuable consideration, the receipt, adequacy and sufficiency
of which are hereby acknowledged, the parties hereto do hereby agree as follows:

      1. GRANT OF OPTION. Subject to the terms and conditions hereinafter set
forth, the Corporation hereby grants to the Optionee a non-qualified option (the
"Option") to purchase all or any part of an aggregate number of 200,000 shares
of Common Stock (such shares, as increased or decreased in accordance with
Section 9 hereof, being referred to hereinafter as the "Option Shares") at an
exercise price of $2.5625 per share (hereinafter the "Exercise Price").

      2. EXERCISE PERIOD. The Option shall be exercisable by Optionee as to
twenty percent (20%) of the Option Shares one (1) year after the date of this
Agreement, as to an additional twenty percent (20%) of the Option Shares two (2)
years after the date of this Agreement, as to an additional twenty percent (20%)
of the Option Shares three (3) years after the date of this Agreement, as to an
additional twenty percent (20%) of the Option Shares four (4) years after the
date of this Agreement, until the fifth anniversary of the date of this
Agreement, after which time the Option shall be exercisable in full. The Option
shall expire and terminate as to any Option Shares not purchased by the Optionee
on or before the tenth anniversary of the date of this Agreement (the
"Expiration Date"), subject to earlier termination as set forth herein.
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      3. METHOD OF EXERCISING THE OPTION. The Option shall be exercised by the
Optionee delivering to the Corporation (i) written notice from the Optionee
stating that the Optionee is exercising the Option and specifying the number of
Option Shares that the Optionee is entitled to purchase (the "Notice"), which
shall be in form and content identical to ANNEX I hereto and (ii) the aggregate
Exercise Price (the "Payment") for the number of Option Shares that the Optionee
is entitled to purchase, which Exercise Price must be in the form of (a) cash or
a cashier's or certified check payable to the order of the Corporation, or (b)
the tender to the Corporation of such number of shares of Common Stock owned by
the Optionee having an aggregate fair market value as of the date of exercise
that is not greater than the total Exercise Price for the shares of Common Stock
with respect to which the Option is being exercised and by paying in cash or
cashiers check payable to the Corporation the remaining amount of the Exercise
Price.

      4. TRANSFERABILITY OF OPTION. The Option shall not be transferable or
assignable, in whole or in part, and except as otherwise provided in Section 11
of this Agreement or by will or the laws of descent or distribution. The Option
shall be exercisable (i) only by the Optionee during his lifetime, or (ii) in
the event of his death, by his heirs, representatives, distributees, or legatees
in accordance with his will or the laws of descent and distribution (but only to
the extent that the Option would be exercisable by the Optionee under this
Agreement).

      5. PAYMENT OF TAXES UPON EXERCISE. The Optionee understands and
acknowledges that under currently applicable law, the Optionee may be required
to include in the Optionee's taxable income, at the time of exercise of the
Option, the amount by which the value of the Option Shares purchased (the
"Exercise Shares") exceeds the Exercise Price paid. The Optionee hereby
authorizes the Corporation to withhold Exercise Shares of a value equivalent to
the amount of tax required to be withheld by the Corporation out of any taxable
income derived by the Optionee upon exercise of the Option; provided, however,
that the Optionee may, in the alternative, in order to satisfy such withholding
requirement, deliver to the Corporation cash or other shares of Common Stock
owned by the Optionee.

      6.    INVESTMENT  REPRESENTATION.   The  Optionee  represents  that  the
Option  Shares  available  for purchase by the Optionee  under this  Agreement
will be acquired  only for  investment  and not with a view  toward  resale or
distribution.

      7. SECURITIES LAW REQUIREMENTS; LEGENDS. The Optionee agrees and
understands that the Option Shares may be restricted securities as defined in
Rule 144 promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), and may not be sold, assigned or transferred, unless the
sale, assignment or transfer of such shares is registered under the Securities
Act and applicable blue sky laws, as now in effect or hereafter amended, or
there is furnished an opinion of counsel in form and substance satisfactory to
the Corporation from counsel acceptable to the Corporation that such
registrations are not required. The Optionee further understands and agrees
that, unless issued pursuant to an effective registration statement under the
Securities Act, the following legend shall be set forth on each certificate
representing Option Shares:

      "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
      THE SECURITIES ACT OF 1933 OR UNDER THE BLUE SKY LAWS OF ANY STATE, AND
      MAY NOT BE SOLD, ASSIGNED
<PAGE>
      OR TRANSFERRED EXCEPT UPON SUCH REGISTRATION OR UPON RECEIPT BY THE
      CORPORATION OF AN OPINION OF COUNSEL FOR THE CORPORATION THAT SUCH
      REGISTRATION IS NOT REQUIRED FOR SUCH SALE, ASSIGNMENT OR TRANSFER."

      In addition, the following legend shall be placed on each certificate
representing Option Shares:

      "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE GOVERNED BY THE TERMS OF
      THE 1996 EMPLOYEE STOCK OPTION PLAN OF THE CORPORATION, DATED JULY 29,
      1996, WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION AND A
      COPY OF WHICH WILL BE PROVIDED FOR INSPECTION UPON WRITTEN REQUEST."

      8. NO RIGHTS AS SHAREHOLDER. The Optionee shall not have any rights as a
shareholder with respect to any of the Option Shares until the date of issuance
by the Corporation to the Optionee of a stock certificate representing such
Option Shares. Except as otherwise provided in Section 9 hereof, the Optionee
shall not be entitled to any dividends, cash or otherwise, or any adjustment of
the Option Shares for such dividends, if the record date therefor is prior to
the date of issuance of such stock certificate. Upon valid exercise of the
Option by the Optionee, the Corporation agrees to cause a valid stock
certificate for the number of Option Shares then purchased to be issued and
delivered to the Optionee within seven (7) business days thereafter.

      9.    CORPORATE PROCEEDINGS OF THE CORPORATION.

            (a) The existence of the Option shall not affect in any way the
      right or power of the Corporation or its officers, directors and
      shareholders, as the case may be, to (i) make or authorize any
      adjustments, recapitalizations, reorganizations or other changes in the
      capital structure or business of the Corporation, (ii) participate in any
      merger or consolidation of the Corporation, (iii) issue any Common Stock,
      bonds, debentures, preferred or prior preference stock or any other
      securities affecting the Common Stock or the rights of holders thereof,
      (iv) dissolve or liquidate the Corporation, (v) sell or transfer all or
      any part of the assets or business of the Corporation, or (vi) perform any
      other corporate act or proceedings, whether of a similar character or
      otherwise.

            (b) If the Corporation merges into or with or consolidates with
      (such events collectively referred herein as a "Merger") any corporation
      or corporations and is not the surviving corporation, then the surviving
      corporation may assume the Option or substitute a new option of the
      surviving corporation for the Option; provided, however, that the excess
      of the aggregate fair market value of the securities subject to the Option
      immediately after such assumption, or the new option immediately after
      such substitution, over the aggregate Exercise Price of such shares must
      be, based upon a good faith determination by the Board of Directors of the
      Corporation, not less than the excess of the aggregate fair market value
      of the Common Stock subject to the Option immediately before such
      substitution or assumption over the aggregate Exercise Price of such
      Common Stock.
<PAGE>
            (c) In the event that the surviving corporation does not utilize the
      provisions of (b) above, or in the event of a dissolution or liquidation
      of the Corporation, the Corporation shall cause written notice of such
      Merger or dissolution or liquidation (and the material terms and
      conditions thereof) to be delivered to the Optionee at least ten (10) days
      prior to the proposed effective date (the "Effective Date") of such event.
      The Optionee shall be entitled to exercise the Option until the Effective
      Date, or until the Expiration Date if earlier. To the extent that the
      Merger or liquidation is consummated after the Effective Date, the Option
      shall terminate and the Corporation shall have no further obligations of
      any type hereunder. The provisions of this paragraph shall not apply to
      any merger or reorganization, the principal purpose of which is to change
      the jurisdiction of the domicile of the Corporation.

            (d) If, while the Option is outstanding, the Corporation shall
      effect a subdivision or consolidation of the shares of Common Stock or
      other capital readjustment, the payment of a common stock dividend, or
      other increase or reduction of the number of shares of Common Stock
      outstanding, without receiving compensation therefor in money, services or
      property, then (i) in the event of an increase in the number of shares of
      Common Stock outstanding, the number of Option Shares shall be
      proportionately increased, and the per share Exercise Price shall be
      proportionately reduced, and (ii) in the event of a reduction in the
      number of shares of Common Stock outstanding, the number of Option Shares
      shall be proportionately reduced, and the per share Exercise Price shall
      be proportionately increased. No fractional share of Common Stock shall be
      issued upon any such exercise and the Exercise Price shall be
      appropriately reduced on account of any fractional share not issued.

            (e) The issuance by the Corporation of shares of stock of any class
      of securities convertible into shares of stock of any class, including
      Common Stock, for cash, property, labor or services rendered, either upon
      direct sale or upon the exercise of rights, options, or warrants to
      subscribe therefor, or upon conversion of shares or obligations of the
      Corporation convertible into such shares or other securities, shall not
      affect, and no adjustment by reason thereof shall be made with respect to,
      the number of Option Shares or the Exercise Price.

      10.   REGISTRATION  RIGHTS.  The  Optionee  shall  have no  registration
rights with respect to the Option Shares.

      11.   TERMINATION.

            (a) Except as otherwise provided in this Section 11, if the Optionee
      for any reason whatsoever, other than death or permanent and total
      disability, as defined in (b) below, ceases to be employed by the
      Corporation, or a parent or subsidiary corporation of the Corporation, and
      prior to such cessation, the Optionee was employed at all times from the
      date of the granting of the Option until the date of such cessation, the
      Option must be exercised by the Optionee (to the extent that the Optionee
      is entitled to do so at the date of cessation) within three (3) months
      following the date of cessation of employment,
<PAGE>
      subject to the Expiration Date; provided, however, that if the Optionee is
      terminated for cause (as defined in the Employment Agreement), the Option
      will immediately terminate. Notwithstanding the foregoing, the Corporation
      may, in its sole discretion, extend for a reasonable period the time in
      which the Optionee may exercise the Option after the date of cessation of
      employment, subject to the Expiration Date.

            (b) If the Optionee becomes permanently and totally disabled, as
      hereinafter defined, while employed by the Corporation or a parent or
      subsidiary corporation of the Corporation, and prior to such disability
      the Optionee was employed at all times from the date of the granting of
      the Option until the date of disability, the Option must be exercised by
      the Optionee (to the extent that the Optionee is entitled to do so at the
      date of disability) at any time within one (1) year after the date of
      disability or the Expiration Date, whichever is earlier, and if not so
      exercised, the option shall thereupon terminate.

            "Permanently and totally disabled" means being unable to engage in
      any substantial gainful activity by reason of any medically determinable
      physical or mental impairment which can be expected to result in death or
      which has lasted or can be expected to last for a continuous period of not
      less than twelve (12) months. In the absence of any specific requirements
      for this determination, the decision of the Corporation, as aided by any
      physicians designated by the Corporation shall be conclusive and the
      Corporation shall send written notice to the Optionee of the determination
      that the Optionee has become permanently and totally disabled.

            (c) In the event that the Optionee dies while employed by the
      Corporation or a parent or subsidiary corporation of the Corporation, and
      prior to death the Optionee was employed at all times from the date of the
      granting of the Option until the date of death, the Option must be
      exercised (to the extent that the Optionee is entitled to do so at the
      date of death) by a legatee or legatees of the Optionee under the
      Optionee's will, or by the Optionee's personal representatives or
      distributes, at any time within one (1) year after the date of death or
      the Expiration Date, whichever is earlier, and if not so exercised, the
      Option shall thereupon terminate.

            Nothing in (a), (b) or (c) shall extend the time for exercising the
Option granted pursuant to this Agreement beyond the Expiration Date.

      12. DISPOSITION OF STOCK AFTER EXERCISE OF OPTION. Notwithstanding any
other provision of this Agreement to the contrary, in consideration of the
granting of the Option, the Optionee agrees not to dispose of any Option Shares
without the prior approval of the Corporation unless such shares have been
registered under the Securities Act.

      13. NOTICES. All notices, demands, requests and other communications
required or permitted hereunder shall be in writing and shall be deemed to be
delivered when actually received through U.S. Express Mail or any private
express service (as evidenced by a written receipt), or, if earlier, and
regardless of whether actually received (except where receipt is specified in
this Agreement), four (4) days following deposit in a regularly maintained
receptacle for the United States mail, registered or certified, return receipt
requested, postage fully prepaid, addressed to
<PAGE>
the addressee at its address setforth below or at such other address as such
party may have specified theretofore by notice delivered in accordance with this
Section:

            If to the Corporation:        DI Industries, Inc.
                                          450 Gears Road, Suite 625
                                          Houston, Texas  77067
                                          Attn:  President

            If to Optionee:               Forrest M. Conley, Jr.
                                          2212 Amberly
                                          Houston, Texas  77063

      14. TRANSFERABILITY; BINDING EFFECT. The Option shall be transferable only
as set forth in Section 4. Subject to the foregoing, all covenants, terms,
agreements and conditions of this Agreement shall be binding upon, inure to the
benefit of, and be enforceable by, the Corporation and the Optionee and their
respective successors and assigns.

      15.   ENTIRE  AGREEMENT.  This Agreement  embodies the entire  agreement
and  understanding  between the Corporation  and the Optionee  relating to the
subject matter hereof.

      16.   GOVERNING  LAW.  This  Agreement  shall be governed by the laws of
the State of Texas.

      17.   CAPTIONS.  The section and  paragraph  headings in this  Agreement
are for  reference  purposes  only and shall not affect in any way the meaning
or interpretation of this Agreement.

      19.   COUNTERPARTS.   This   Agreement   may  be  executed  in  multiple
original  counterparts,  each of which shall be deemed an original, but all of
which together shall constitute but one and the same instrument.
<PAGE>
      IN WITNESS WHEREOF, this Agreement has been executed and delivered as of
the date first written above.

                                          CORPORATION:

                                          DI INDUSTRIES, INC.

                                          By:   /S/ THOMAS P. RICHARDS
                                                Thomas P. Richards
                                                President and Chief Executive
                                                Officer

                                          OPTIONEE:

                                          FORREST M. CONLEY, JR.

                                          /S/ FORREST M. CONLEY, JR.