EXHIBIT 10.1

                 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
                 ----------------------------------------------

     This  Third  Amendment  to  Loan  and  Security  Agreement  (this  "Third
Amendment")  made  and entered into as of the 19th day of April, 2004, is by and
between  LaSalle  Bank  National  Association,  a  national  banking association
("LENDER"),  with  an  office  located  at  3201  North Ashland Avenue, Chicago,
Illinois  60657, and Consolidated Oil Well Services, Inc., a Kansas corporation,
having  its principal place of business at 211 West 14th Street, Chanute, Kansas
66720  ("BORROWER").

                              W I T N E S S E T H:
                              -------------------

     WHEREAS,  prior hereto, Lender provided certain loans, extensions of credit
and  other financial accommodations (the "Financial Accommodations") to Borrower
pursuant to (a) that certain Loan and Security Agreement dated as of January 14,
2002,  as amended by that certain First Amendment to Loan and Security Agreement
dated  as  of  February  19, 2003, and that certain Second Amendment to Loan and
Security  Agreement dated as of April 25, 2003, each by and between Borrower and
Lender  (collectively  the  "Loan  Agreement"),  and  (b)  the  other documents,
agreements  and  instruments  referenced  in  the Loan Agreement or executed and
delivered  pursuant  thereto;

     WHEREAS,  Borrower  has  requested  that  Lender provide a new term loan to
Lender  in  the  principal  amount  of  $2,213,907.94  to be used by Borrower to
refinance  Borrower's  existing  term  debt  with Lender and to purchase certain
assets  of  Blue  Star  Acid  Service,  Inc.  (the  "Additional  Financial
Accommodations");  and

     WHEREAS,  Lender  is  willing  to  provide  the  Additional  Financial
Accommodations,  but solely on the terms and subject to the provisions set forth
in  this  Third  Amendment  and  the other agreements, documents and instruments
referenced  herein  or  executed  and  delivered  pursuant  hereto.

     NOW,  THEREFORE, in consideration of the foregoing, the mutual promises and
understandings  of  the  parties  hereto  set  forth  herein  and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  is  hereby
acknowledged,  Lender  and  Borrower  hereby  agree  as  set forth in this Third
Amendment.

I.    DEFINITIONS.
      -----------

     A.     USE  OF  DEFINED TERMS.  Except as expressly set forth in this Third
            ----------------------
Amendment,  all terms which have an initial capital letter where not required by
the  rules  of  grammar  are  used  herein  as  defined  in  the Loan Agreement.

     B.     AMENDED  DEFINITIONS.  Effective  as  of  the  date  of  this  Third
            --------------------
Amendment,  Section  1  of  the Loan Agreement is hereby amended by deleting the
definition  of "Term Loans" set forth in Section 1 and substituting therefor the
following:


                                        1
<PAGE>
          "TERM  LOANS"  shall  mean, collectively, Term Loan A, Term Loan B and
     the  Capital  Expenditure  Loans.

     C.    NEW  DEFINITIONS.  Effective  as of the date of this Third Amendment,
           ----------------
Section  1  of  the Loan Agreement is hereby amended by adding the following new
definitions  in  the  appropriate  alphabetical  order:

          "BLUE  STAR"  shall  mean  Blue  Star  Acid  Service,  Inc.,  a Kansas
     corporation.

          "BLUE  STAR  ASSET  PURCHASE AGREEMENT" shall mean that certain [Asset
     Purchase  Agreement] dated April 15, 2004, by and between Borrower and Blue
     Star.

          "TERM  LOAN  B"  shall  have  the meaning specified in subsection 2(f)
     below.

          "TERM  NOTE  B"  shall mean that certain Term Note B dated as of April
     19,  2004,  executed  and  delivered  by Borrower to Lender in the original
     principal  amount of Two Million Two Hundred Thirteen Thousand Nine Hundred
     Seven  and  94/100 Dollars ($2,213,907.94), as such Term Note B is amended,
     renewed  or  restated  from  time  to  time.

II.  LOAN  AGREEMENT  MODIFICATIONS.
     ------------------------------

     A.     Term  Loan  B  Repayment.  Effective  as  of  the date of this Third
            ------------------------
Amendment,  the  following  subsection  2(d)(v)  is  hereby  added  to  the Loan
Agreement:

               "(v)     Repayment  of  Term Loan B.  Term Loan B shall be repaid
                        --------------------------
     as  follows:  (a)  eight  (8)  successive  monthly  principal  payments  of
     Ninety-Five Thousand Six Hundred Twenty-Six and 04/100 Dollars ($95,626.04)
     each, together with accrued interest to the date of each payment, beginning
     April  30,  2004,  and  continuing  on  the last day of each calendar month
     thereafter through and including November 30, 2004, and (b) a final payment
     of  all  then  outstanding Liabilities evidenced by Term Note B on December
     31,  2004.  If  any  such payment due date is not a Business Day, then such
     payment  may be made on the next succeeding Business Day and such extension
     of  time shall be included in the computation of the amount of interest and
     fees  due  hereunder."


                                      -2-
<PAGE>
     B.     Term  Loan B.  Effective as of the date of this Third Amendment, the
            ------------
following  Section  2(f)  is  hereby  added  to  the  Loan  Agreement:

          "(f)     Subject to the terms and conditions of this Agreement and the
     Other  Agreements,  Lender  shall  make  a  term  loan  to  Borrower in the
     principal  amount of Two Million Two Hundred Thirteen Thousand Nine Hundred
     Seven  and  94/100 Dollars ($2,213,907.94) ("Term Loan B"). The proceeds of
     Term  Loan  B  shall  be  used as follows: (1) $913,907.94 shall be used to
     satisfy  all principal and interest obligations of Borrower to Lender under
     Term  Loan  A  and the Capital Expenditure Loan through April 15, 2004, (2)
     $1,200,000 shall be used to purchase certain assets from Blue Star pursuant
     to  the  Blue Star Asset Purchase Agreement, and (3) $100,000 shall be used
     to fully satisfy an existing line of credit Blue Star has with its existing
     lender.  Term  Loan  B  constitutes a "Loan" under this Agreement and shall
     bear  interest  as  provided  in Paragraph 4(a) below. Term Loan B shall be
     evidenced  by  and  repaid  in  accordance  with  Term  Note  B."

     C.     Capital  Expenditure  Line  of  Credit.  Effective as of the date of
            --------------------------------------
this  Third  Amendment, Lender shall not make and Borrower shall not request any
additional  Capital Expenditure Loan advances.  Accordingly, Section 2(c) of the
Loan  Agreement  is  hereby amended by deleting Section 2(c) in its entirety and
substituting  therefor  the  following:

     "(c)     Reserved."

III.     CONDITIONS  PRECEDENT.  Lender's  obligation  to provide the Additional
         ---------------------
Financial  Accommodations  to  Borrower  is  subject  to  the  full  and  timely
performance  of  the  following covenants prior to or contemporaneously with the
execution  of  this  Third  Amendment:

     A.     Borrower  executing  and  delivering,  or causing to be executed and
delivered to Lender, the following documents, each of which shall be in form and
substance  acceptable  to  Lender:

          (i)       An  original  executed  Term  Note  B;

          (ii)      An  original  Secretary's  Certificate of even date herewith
                    executed  by  the  Secretary  of  Borrower  to  Lender;

          (iii)     An  original  Reaffirmation  of  Continuing  Unconditional
                    Guaranty  of even date herewith from each of Stanton E. Ross
                    and  Infinity,  Inc.;

          (iv)      A  fully  executed  copy  of  the  Blue  Star Asset Purchase
                    Agreement;


          (v)       Current lien searches from all appropriate jurisdictions for
                    Blue  Star;

          (vi)      Proof  that  Borrower is acquiring the assets from Blue Star
                    pursuant  to the Blue Star Asset Purchase Agreement free and
                    clear  of  all  liens,  claims  and  encumbrances;  and


                                      -3-
<PAGE>
          (vii)     such  other  agreements, documents and instruments as Lender
                    may  reasonably  request;

     B.     No Event of Default or any event which with notice, lapse of time or
both  would  constitute  an Event of Default exists under the Loan Agreement, as
amended  by this Third Amendment, or the Other Agreements (hereinafter defined);

     C.     No  claims,  litigation,  arbitration  proceedings  or  governmental
proceedings not disclosed in writing to Lender prior to the date of hereof shall
be  pending  or  known  to  be threatened against Borrower and no known material
development  not  so  disclosed  shall  have occurred in any claims, litigation,
arbitration  proceedings  or  governmental proceedings so disclosed which in the
opinion  of  Lender  is  likely  to materially or adversely affect the financial
position  or  business  of  Borrower  or  the  capability of Borrower to pay its
obligations  and  liabilities  to  Lender;  and

     D.     There shall have been no material or adverse change in the business,
financial  condition  or results of operations since the date of Borrower's most
recently  delivered  financial  statements  to  Lender.

     E.     Contemporaneously  herewith,  Borrower  shall  pay  to  Lender  a
fully-earned non-refundable loan fee in the amount of twelve thousand and no/100
Dollars  ($12,000.00).

IV.     CONFLICT.  If, and to the extent, the terms and provisions of this Third
        --------
Amendment  contradict  or  conflict  with  the  terms and provisions of the Loan
Agreement,  the  terms  and  provisions of this Third Amendment shall govern and
control; provided, however, to the extent the terms and provisions of this Third
Amendment  do  not  contradict  or conflict with the terms and provisions of the
Loan  Agreement,  the  Loan Agreement, as amended by this Third Amendment, shall
remain  in  and have its intended full force and effect, and Lender and Borrower
hereby  affirm,  confirm  and  ratify  the  same.

V.     SEVERABILITY.  Wherever  possible, each provision of this Third Amendment
       ------------
shall  be  interpreted  in  such  manner  as  to  be valid and enforceable under
applicable  law,  but  if  any  provision  of this Third Amendment is held to be
invalid  or  unenforceable  by a court of competent jurisdiction, such provision
shall  be  severed  herefrom  and  such invalidity or unenforceability shall not
affect  any  other provision of this Third Amendment, the balance of which shall
remain  in  and  have its intended full force and effect.  Provided, however, if
such  provision may be modified so as to be valid and enforceable as a matter of
law,  such  provision  shall  be  deemed  to  be  modified so as to be valid and
enforceable  to  the  maximum  extent  permitted  by  law.

VI.     REAFFIRMATION.  Borrower  hereby  reaffirms  and  remakes  all  of  the
        -------------
representations,  warranties,  covenants,  duties,  obligations  and liabilities
contained  in  the  Loan  Agreement,  as  amended  hereby.


                                      -4-
<PAGE>
VII.     FEES,  COSTS  AND  EXPENSES.  Borrower  agrees to pay, upon demand, all
         ---------------------------
fees,  costs  and  expenses of Lender, including, but not limited to, reasonable
attorneys'  fees,  in  connection  with the preparation, execution, delivery and
administration  of  this Third Amendment and the other agreements, documents and
instruments  executed  and  delivered in connection herewith or pursuant hereto.

VIII.     RESERVATION  OF RIGHTS.  Lender continues to reserve all of its rights
          ----------------------
and  remedies,  including all security interests, assignments and liens pursuant
to  the  Loan  Agreement  and  the  Other  Agreements, as well as any rights and
remedies  at  law,  in  equity  or  otherwise.  Nothing  contained in this Third
Amendment  shall  be  or  be  deemed  a  waiver of any presently existing or any
hereafter  arising  or occurring breach, default or event of default, including,
nor  shall  preclude  the  subsequent  exercise  of  any  of  Lender's rights or
remedies.

IX.     CHOICE  OF LAW.  This Third Amendment has been delivered and accepted in
        --------------
Chicago, Illinois, and shall be governed by and construed in accordance with the
laws  of  the  State  of  Illinois,  regardless of the laws that might otherwise
govern  under  applicable  principles  of  conflicts  of  law as to all matters,
including  matters  of validity, construction, effect, performance and remedies.

X.     COUNTERPART.  This Agreement may be executed in two or more counterparts,
       -----------
each  of  which  will  be  deemed  an  original,  but all of which together will
constitute  one  and  the  same  instrument.

XI.     WAIVER  OF  JURY  TRIAL.  BORROWER  AND  LENDER  EACH HEREBY WAIVE THEIR
        ------------------------
RESPECTIVE  RIGHT  TO  TRIAL  BY  JURY.

                            [signature page follows]


                                      -5-
<PAGE>

          IN  WITNESS  WHEREOF, the parties hereto have duly executed this Third
Amendment  as  of  the  date  first  written  above.


CONSOLIDATED OIL WELL SERVICES, INC.,   LASALLE BANK NATIONAL  ASSOCIATION,
a Kansas corporation                    a  national banking association


By    /s/ Stephen D. Stanfield          By     Debra  Warner
      ---------------------------             --------------------------------

Title President                         Title Commercial  Loan Officer
      ---------------------------             --------------------------------


                                      -6-
<PAGE>
               REAFFIRMATION OF CONTINUING UNCONDITIONAL GUARANTY

     In  connection  with  that  certain  Third  Amendment  to Loan and Security
Agreement  of  even date herewith (the "Third Amendment") by and between LaSalle
Bank  National  Association,  a  national  banking  association  ("Lender"), and
Consolidated Oil Well Services, Inc., a Kansas corporation ("Borrower"), and the
other  agreements,  documents  and  instruments  referenced  in  or executed and
delivered pursuant to the Third Amendment, Stanton E. Ross ("Guarantor"), hereby
reaffirms  all of his obligations, liabilities, duties, covenants and agreements
to  and  with  Lender pursuant to that certain Continuing Unconditional Guaranty
dated as of January 14, 2002, executed and delivered by Guarantor to Lender (the
"Guaranty").

     Guarantor  hereby  expressly:

     A.     consents  to  the  execution  by  Borrower  and  Lender of the Third
Amendment  and  the  other  agreements,  documents  and instruments executed and
delivered  in  connection  therewith;

     B.     acknowledges  that  the  "Borrower's Liabilities" (as defined in the
Guaranty) include all of the obligations and liabilities owing from time to time
by  Borrower  to  Lender,  including,  but  not  limited to, the obligations and
liabilities  of  Borrower to Lender under and pursuant to: (1) that certain Loan
and  Security Agreement dated as of January 14, 2002, as amended by that certain
First  Amendment  to  Loan and Security Agreement dated as of February 19, 2003,
that  certain  Second Amendment to Loan and Security Agreement dated as of April
25,  2003, and the Third Amendment, each by and between Borrower and Lender, and
as  may  be  further  amended  or  restated  from time to time, (2) that certain
Revolving  Note dated as of January 14, 2002, executed and delivered by Borrower
to  Lender  in a maximum aggregate principal amount not to exceed $2,000,000.00,
(3)  that  certain  Term  Note  A  dated  as  of  January 14, 2002, executed and
delivered  by  Borrower  to  Lender  in  the  original  principal  amount  of
$2,902,537.50, (4) that certain Capital Expenditure Note dated as of January 14,
2002,  executed  and  delivered  by Borrower to Lender in the original principal
amount  of $1,000,000.00, and (5) that certain Term Note B dated as of April 19,
2004,  executed  and  delivered by Borrower to Lender in the principal amount of
$2,213,907.94;

     C.     reaffirms all of his obligations and liabilities to Lender under the
Guaranty  in  all  respects;  and

     D.     agrees  that such obligations and liabilities shall continue in full
force  and  effect and shall not be discharged, limited, impaired or affected in
any  matter  whatsoever.

                            [signature page follows]


                                      -7-
<PAGE>
     The  undersigned  further  represents  that each of the representations and
warranties  made  by  the  undersigned  in  any  of  the  documents  executed in
connection  with  the  aforesaid  loans  to  Borrower  remain  true and correct.

Dated as of: April 19, 2004


                                        /s/  Stanton E. Ross
                                        --------------------------------
                                        STANTON E. ROSS, Individually


                                      -8-
<PAGE>
               REAFFIRMATION OF CONTINUING UNCONDITIONAL GUARANTY

     In  connection  with  that  certain  Third  Amendment  to Loan and Security
Agreement  of  even date herewith (the "Third Amendment") by and between LaSalle
Bank  National  Association,  a  national  banking  association  ("Lender"), and
Consolidated Oil Well Services, Inc., a Kansas corporation ("Borrower"), and the
other  agreements,  documents  and  instruments  referenced  in  or executed and
delivered  pursuant  to  the  Third  Amendment,  Infinity,  Inc.,  a  Colorado
corporation ("Guarantor"), hereby reaffirms all of its obligations, liabilities,
duties,  covenants  and  agreements  to and with Lender pursuant to that certain
Corporate  Continuing  Unconditional  Guaranty  dated  as  of  January 14, 2002,
executed  and  delivered  by  Guarantor  to  Lender  (the  "Guaranty").

     Guarantor  hereby  expressly:

     A.     consents  to  the  execution  by  Borrower  and  Lender of the Third
Amendment  and  the  other  agreements,  documents  and instruments executed and
delivered  in  connection  therewith;

     B.     acknowledges  that  the  "Borrower's Liabilities" (as defined in the
Guaranty) include all of the obligations and liabilities owing from time to time
by  Borrower  to  Lender,  including,  but  not  limited to, the obligations and
liabilities  of  Borrower to Lender under and pursuant to: (1) that certain Loan
and  Security Agreement dated as of January 14, 2002, as amended by that certain
First  Amendment  to  Loan and Security Agreement dated as of February 19, 2003,
that  certain  Second Amendment to Loan and Security Agreement dated as of April
25,  2003, and the Third Amendment, each by and between Borrower and Lender, and
as  may  be  further  amended  or  restated  from time to time, (2) that certain
Revolving  Note dated as of January 14, 2002, executed and delivered by Borrower
to  Lender  in a maximum aggregate principal amount not to exceed $2,000,000.00,
(3)  that  certain  Term  Note  A  dated  as  of  January 14, 2002, executed and
delivered  by  Borrower  to  Lender  in  the  original  principal  amount  of
$2,902,537.50, (4) that certain Capital Expenditure Note dated as of January 14,
2002,  executed  and  delivered  by Borrower to Lender in the original principal
amount  of $1,000,000.00, and (5) that certain Term Note B dated as of April 19,
2004,  executed  and  delivered by Borrower to Lender in the principal amount of
$2,213,907.94;

     C.     reaffirms all of its obligations and liabilities to Lender under the
Guaranty  in  all  respects;  and

     D.     agrees  that such obligations and liabilities shall continue in full
force  and  effect and shall not be discharged, limited, impaired or affected in
any  matter  whatsoever.

                            [signature page follows]


                                      -9-
<PAGE>

     The  undersigned  further  represents  that each of the representations and
warranties  made  by  the  undersigned  in  any  of  the  documents  executed in
connection  with  the  aforesaid  loans  to  Borrower  remain  true and correct.

Dated as of: April 19, 2004
                                     INFINITY, INC., a Colorado corporation


                                     By:     /s/  Stanton  E.  Ross
                                             ----------------------------------
                                     Its:    President
                                             ----------------------------------


                                      -10-
<PAGE>
                                   TERM NOTE B
                                   -----------

Executed as of the 19th day of
April, 2004 at Chicago, Illinois.                                 No.___________

Amount  $2,213,907.94


          FOR  VALUE  RECEIVED,  CONSOLIDATED  OIL WELL SERVICES, INC., a Kansas
corporation  ("BORROWER"), promises to pay to the order of LASALLE BANK NATIONAL
ASSOCIATION,  a  national  banking  association  (hereinafter, together with any
holder hereof, called "LENDER"), at the main office of Lender, the principal sum
of  Two  Million  Two  Hundred  Thirteen  Thousand Nine Hundred Seven and 94/100
Dollars  ($2,213,907.94).  Borrower  further  promises  to  pay  interest on the
outstanding  principal  amount  hereof on the dates and at the rates provided in
the  Loan  Agreement  from  the  date  hereof  until  payment  in  full  hereof.

          This  Note  was  delivered  pursuant to that certain Loan and Security
Agreement dated as of January 14, 2002 by and between Borrower and Lender, as it
may  be amended from time to time, together with all exhibits thereto (the "LOAN
AGREEMENT").  All  terms  which  are  capitalized and used herein (which are not
otherwise  defined  herein)  shall have the meaning ascribed to such term in the
Loan  Agreement.

          The  full and timely payment of the Liabilities is secured by security
interests,  liens and encumbrances granted by Borrower to Lender pursuant to the
Loan  Agreement  and the other agreements, instruments, documents and guaranties
as  heretofore,  contemporaneously  herewith  or  may  hereafter be executed and
delivered to Lender by Borrower and any other persons and entities, from time to
time,  as  the  case may be, evidencing, securing or guarantying the Liabilities
(collectively  the  "Collateral Documents"), including, without limitation, that
certain Continuing Unconditional Guaranty dated as of January 14, 2002, executed
and delivered by Stanton E. Ross to Lender and that certain Corporate Continuing
Unconditional  Guaranty  dated as of January 14, 2002, executed and delivered by
Infinity,  Inc.  to  Lender.

     THE OUTSTANDING PRINCIPAL BALANCE OF BORROWER'S LIABILITIES TO LENDER UNDER
THIS  NOTE  SHALL  BE  PAYABLE  BY BORROWER AS FOLLOWS: (a) eight (8) successive
monthly  principal  payments  of Ninety-Five Thousand Six Hundred Twenty-Six and
04/100  Dollars ($95,626.04) each, together with accrued interest to the date of
each  payment,  beginning April 30, 2004, and continuing on the last day of each
calendar  month  thereafter  through  and including November 30, 2004, and (b) a
final  payment  of  all  then  outstanding Liabilities evidenced by this Note on
December  31, 2004, all without demand therefor or notice thereof from Lender to
Borrower  or  any other person or entity.  If any such payment due date is not a
Business  Day, then such payment may be made on the next succeeding Business Day
and such extension of time shall be included in the computation of the amount of
interest  and  fees  due  hereunder.  The  liabilities shall be paid at the main
office  of  Lender.

          Borrower  hereby  authorizes  Lender to charge any account of Borrower
for  all  sums due hereunder.  If payment hereunder becomes due and payable on a
Saturday,  Sunday  or


                                      -11-
<PAGE>
legal  holiday under the laws of the United States or the State of Illinois, the
due  date  thereof  shall  be  extended to the next succeeding business day, and
interest  shall  be payable thereon at the rate specified during such extension.
Credit  shall be given for payments made in the manner and at the times provided
in the Loan Agreement. It is the intent of the parties that the rate of interest
and other charges to Borrower under this Note shall be lawful; therefore, if for
any  reason the interest or other charges payable hereunder are found by a court
of  competent  jurisdiction, in a final determination, to exceed the limit which
Lender  may  lawfully  charge  Borrower,  then the obligation to pay interest or
other charges shall automatically be reduced to such limit and, if any amount in
excess of such limit shall have been paid, then such amount shall be refunded to
Borrower.

          The  principal  and  all  accrued interest hereunder may be prepaid by
Borrower,  in  part  or  in  full, at any time; provided, however, that Borrower
shall  pay  a  prepayment  fee  as  provided  in  the  Loan  Agreement,  if any.

          Borrower  waives  the benefit of any law that would otherwise restrict
or  limit  Lender in the exercise of its right, which is hereby acknowledged, to
set-off  against  the Liabilities, without notice and at any time hereafter, any
indebtedness  matured  or  unmatured  owing  from  Lender to Borrower.  Borrower
waives  every  defense,  counterclaim  or  setoff which Borrower may now have or
hereafter  may have to any action by Lender in enforcing this Note and/or any of
the  other  Liabilities,  or  in enforcing Lender's rights in the Collateral and
ratifies and confirms whatever Lender may do pursuant to the terms hereof and of
the  Loan  Agreement  and  with respect to the Collateral and agrees that Lender
shall  not  be  liable  for  any  error  in judgment or mistakes of fact or law.

          Borrower,  any  other party liable with respect to the Liabilities and
any  and  all endorsers and accommodation parties, and each one of them, if more
than  one,  waive  any and all presentment, demand, notice of dishonor, protest,
and all other notices and demands in connection with the enforcement of Lender's
rights  hereunder.

          The  loan  evidenced  hereby  has  been  made  and  this Note has been
delivered  at  Chicago, Illinois.  THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY
THE  INTERNAL  LAWS  OF THE STATE OF ILLINOIS AS TO INTERPRETATION, ENFORCEMENT,
VALIDITY,  CONSTRUCTION,  EFFECT,  AND  IN ALL OTHER RESPECTS, INCLUDING WITHOUT
LIMITATION,  THE  LEGALITY  OF THE INTEREST RATE AND OTHER CHARGES, and shall be
binding  upon  Borrower  and  Borrower's  legal  representatives, successors and
assigns.  If  this Note contains any blanks when executed by Borrower, Lender is
hereby  authorized,  without  notice  to  Borrower  to  complete any such blanks
according  to  the  terms  upon  which the loan or loans were granted.  Wherever
possible,  each provision of this Note shall be interpreted in such manner as to
be  effective  and valid under applicable law, but if any provision of this Note
shall  be  prohibited  by  or be invalid under such law, such provision shall be
severable,  and  be ineffective to the extent of such prohibition or invalidity,
without invalidating the remaining provisions of this Note.  The term "Borrower"
as  used  herein  shall  mean  Borrower  and  its administrators, successors and
assigns.

          To induce Lender to make the loan evidenced by this Note, Borrower (i)
irrevocably  agrees  that,  subject  to Lender's sole and absolute election, all
actions  arising  directly


                                      -12-
<PAGE>
or  indirectly as a result or in consequence of this Note or any other agreement
with Lender, or the Collateral, shall be instituted and litigated only in courts
having  situs  in  the  City  of  Chicago, Illinois; (ii) hereby consents to the
exclusive  jurisdiction  and  venue  of  any  State or Federal Court located and
having  its  situs  in  said city; and (iii) waives any objection based on forum
non-conveniens.  IN  ADDITION, LENDER AND BORROWER HEREBY WAIVE TRIAL BY JURY IN
ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS NOTE, THE
LIABILITIES,  THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER OR LENDER
OR  WHICH  IN  ANY  WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE
RELATIONSHIP  BETWEEN BORROWER AND LENDER. In addition, Borrower agrees that all
service  of  process  shall  be  made  as  provided  in  the  Loan  Agreement.

          As  used herein, all provisions shall include the masculine, feminine,
neuter, singular and plural thereof, wherever the context and facts require such
construction  and  in  particular  the  word  "Borrower"  shall be so construed.

          IN  WITNESS WHEREOF, Borrower has executed this Note on the date first
set  forth  above.

                                    CONSOLIDATED OIL WELL SERVICES, INC., a
                                    Kansas corporation


                                    By   /s/  Stephen  D.  Stanfield
                                         -------------------------------
                                    Name   Stephen  D.  Stanfield
                                         -------------------------------
                                    Title  President
                                         -------------------------------


                                      -13-
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