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                                                                    EXHIBIT 10.3


                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT is made effective as of May 1, 2000 between W-H
ENERGY SERVICES, INC., a Texas corporation (hereinafter called the "Company" or
"W-H") and William J. Thomas, III (hereinafter called the "Employee").

     WHEREAS, the parties hereto desire to enter into a contract to provide for
the employment of Employee by the Company;

     NOW, THEREFORE, the parties hereto mutually agree as follows:

     1.  The Company hereby employs the Employee and the Employee hereby agrees
         to serve the Company as Vice President of W-H Energy Services, Inc. or
         in such other capacity as may be mutually agreed. Employee agrees to
         devote his full time, energy and ability to the Company and its
         subsidiaries, except for incidental attention to the management of his
         personal affairs.

     2.  The employment of the Employee shall continue from the date hereof for
         a period ending in three (3) years and shall be automatically renewed
         for an additional three (3) year term expiring on April 30, 2006,
         unless the Company notifies Employee in writing on or before March 1,
         2003 of the Company's election not to renew this Employment Agreement
         or Employee notifies the Company in writing on or before March 1, 2003
         of Employee's election not to renew this Employment Agreement.

     3.  The Company shall pay to the Employee during the term of his
         employment, a salary at the annual rate of $250,000 payable in
         accordance with the Company's usual payroll practices plus an
         automobile or automobile allowance. Employee shall be entitled to
         receive incentive compensation up to a maximum of 100% of his base
         compensation each year, as shall be determined by the W-H Compensation
         Committee. W-H shall furnish Employee with all the fringe benefits made
         available by W-H to the executive officers of W-H and its subsidiaries,
         recognizing that such fringe benefits may be changed from time to time.
         Employee's salary will be reviewed every two years by the W-H
         Compensation Committee for possible increases based on Employee's
         performance.

     4.  In the event of Employee's death or permanent disability, which
         disability in the opinion of a physician selected by the Company
         renders him totally incapable of performing the services contemplated
         under his Employment Agreement, while in the employ of the Company, in
         addition to the other provisions of this Employment Agreement, the
         Company shall pay to Employee or the Estate of Employee, as the case
         may be, the base compensation which would otherwise be payable to
         Employee hereunder for a period of six (6) months after such permanent
         disability or death occurs. The Employee is entitled to obtain a second
         opinion, at the Company's cost, regarding his disability. If the
         physician chosen by the Employee disagrees with the Company physician,
         the Parties will obtain the opinion of a physician mutually agreeable
         to the first two physicians, whose opinion will decide whether the
         Employee is totally disabled and unable to perform under this
         Agreement.

     5.  In the event Employee voluntarily terminates his employment hereunder,
         Employee shall be entitled to receive only his salary to the date of
         such termination and shall not be entitled to receive any incentive
         compensation he might otherwise have been entitled to receive
         hereunder.

     6.  Except as provided in paragraph 7 hereunder, in the event Employee's
         employment is terminated by the Company, Employee shall be entitled to
         receive his salary for two (2) years, however, Employee shall not be
         entitled to receive any incentive compensation he might otherwise have
         been entitled to receive hereunder.

     7.  The Company shall deem any of the following events as cause for the
         termination of this Employment Agreement:

         (a)  Proven dishonesty by Employee or misappropriation of funds or
              property of the Company by Employee;



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         (b)  Willful breach by Employee of his duties hereunder; or

         (c)  Conduct on the part of Employee which would be materially adverse
              to the interest of the Company.

         In the event of termination of Employee's employment hereunder for
         cause, Employee shall be entitled to receive only his salary to the
         date of such termination and shall not be entitled to receive any
         incentive compensation he might otherwise have been entitled to receive
         hereunder.

     8.  The Employee shall not at any time hereafter divulge or disclose to any
         person, firm or company, or make use of any confidential or other
         information which constitutes special or exclusive knowledge connected
         with the business or operations of the Company or with any of its
         dealings, transactions or affairs and which he may acquire during the
         period of this Employment Agreement.

     9.  During the term of this Employment Agreement, Employee shall be
         entitled to reimbursement of all reasonable out-of-pocket expenses
         incurred on behalf of the Company by reason of his employment and to
         participate in the same employee benefits as all other employees of the
         Company, consistent with past practices.

     10. The Employee will not, during the term of this Agreement and for a
         period of one (1) year after his voluntary termination of this
         Agreement, engage, directly or indirectly, in any type of business in
         which W-H or any of its subsidiaries is actively engaged in the state
         of Texas and Louisiana, or in owning, managing, operating, controlling
         or being employed by or participating in the management, ownership,
         operation or control of, or be connected in any manner with, any
         business in the states of Texas and Louisiana of the type and character
         engaged in by W-H or any of its subsidiaries, except that Employee may
         hold up to 2% of the outstanding shares of any publicly held company
         engaged in such competitive activities.

     11. The rights and benefits of the Employee under this Employment Agreement
         may not be assigned by the Employee.

     12. This Employment Agreement shall be deemed to have been executed in,
         governed by and construed in accordance with the laws of the State of
         Texas.

     13. If any term, provision, covenant, or restriction of this agreement is
         held by a court of competent jurisdiction to be invalid, void, or
         unenforceable, the remainder of the terms, provisions, covenants and
         restrictions shall remain in full force and effect and shall in no way
         be affected, impaired or invalidated.

     14. This Employment Agreement supersedes the Amended Employment agreement
         originally dated June 14, 1994 and amended on September 30, 1996, which
         is hereby terminated.

     WITNESS THE EXECUTION HEREOF, effective as of the date herein before
indicated.

     W-H ENERGY SERVICES, INC.



      By:
         -------------------------------------
          Kenneth T. White, Jr., Chairman



      By:
         -------------------------------------
          William J. Thomas, III