Exhibit 10.2


                          BLACK WARRIOR WIRELINE CORP.
                       1997 NON-EMPLOYEE STOCK OPTION PLAN


          1.      PURPOSE.

                  (a) The  purpose of the 1997  Non-Employee  Stock  Option Plan
(the "Plan") is to provide a means by which each director or consultant to Black
Warrior  Wireline  Corp., a Delaware  corporation  (the  "Company"),  who is not
otherwise an employee of the Company or of any  Affiliate  of the Company  (each
such person being hereafter  referred to as a  "Non-Employee")  will be given an
opportunity to purchase stock of the Company.

                  (b) The word  "Affiliate" as used in the Plan means any parent
corporation or subsidiary  corporation of the Company as those terms are defined
in Sections 424(e) and (f), respectively,  of the Internal Revenue Code of 1986,
as amended (the "Code").

                  (c) The  Company,  by means of the Plan,  seeks to retain  the
services of persons now serving as  Non-Employee  Directors of the  Company,  to
secure and retain the  services of persons  capable of serving in such  capacity
and as consultants to the Company, and to provide incentives for such persons to
exert maximum efforts for the success of the Company.

                  (d) The Company intends that the options issued under the Plan
not be incentive stock options as that term is used in Section 422 of the Code.

          2.      ADMINISTRATION.

                  (a) The Plan shall be  administered  by the Board of Directors
of the Company (the "Board") unless and until the Board delegates administration
to a committee, as provided in subparagraph 2(c).

                  (b) The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan.

                           (1)      To  construe  and  interpret  the  Plan  and
options  granted  under  it,  and to  establish,  amend  and  revoke  rules  and
regulations  for its  administration.  The Board, in the exercise of this power,
may correct any defect,  omission or  inconsistency in the Plan or in any option
agreement, in a manner and to the extent it shall deem necessary or expedient to
make the Plan fully effective.

<PAGE>

                           (2) To amend the Plan as provided in paragraph 10.

                           (3) Generally, to exercise such powers and to perform
such  acts as the  Board  deems  necessary  or  expedient  to  promote  the best
interests of the Company.

                  (c) The Board  may  delegate  administration  of the Plan to a
committee  composed  of not  fewer  than  two  (2)  members  of the  Board  (the
"Committee"). If administration is delegated to a Committee, the Committee shall
have, in connection with the  administration of the Plan, the powers theretofore
possessed by the Board, subject, however, to such resolutions,  not inconsistent
with the  provisions  of the Plan,  as may be  adopted  from time to time by the
Board.  The Board may abolish the  Committee at any time and revest in the Board
the administration of the Plan.

          3.      SHARES SUBJECT TO THE PLAN.

                  (a)  Subject to the  provisions  of  paragraph  9 relating  to
adjustments  upon  changes  in stock,  the stock  that may be sold  pursuant  to
options  granted  under the Plan shall not exceed in the  aggregate  one-hundred
thousand  (100,000)  shares of the Company's Common Stock. If any option granted
under the Plan shall for any reason expire or otherwise terminate without having
been exercised in full,  the stock not purchased  under such option shall revert
to and again  become  available  for  issuance  pursuant to exercises of options
granted under the Plan.

                  (b) The stock  subject to the Plan may be  unissued  shares or
reacquired shares, bought on the market or otherwise.

          4.  ELIGIBILITY.   Options  shall  be  granted  only  to  Non-Employee
Directors of the Company or consultants to the Company.

          5. OPTION  PROVISIONS.  Each option shall contain the following  terms
and conditions:

                  (a) No option shall  be  exercisable  after  the expiration of
ten (10) years from the date it was granted.

                  (b) The  exercise  price of each option shall not be less than
one hundred  percent  (100%) of the fair  market  value on the Grant Date of the
stock subject to such option.

                  (c) The purchase price of stock acquired pursuant to an option
shall be paid, to the extent  permitted by applicable  statutes and regulations,
either (1) in cash at the time the option is  exercised,  or (2) by  delivery to
the Company of shares of the Company's  Common


                                      - 2 -

<PAGE>


Stock that have been held for the requisite  period  necessary to avoid a charge
to the  Company's  reported  earnings and valued at the fair market value on the
date of exercise, or (3) by a combination of such methods of payment.

                  (d) An option shall not be  transferable  except by will or by
the laws of  descent  and  distribution,  and shall be  exercisable  during  the
lifetime  of the person to whom the option is granted  only by such person or by
his or her guardian or legal representative.

                  (e) An option  shall be  exercisable  at such time or times as
may be determined  by the Board at the time of grant,  provided,  however,  with
respect to options granted to Directors,  any  unexercised  portion of an option
granted  under the Plan  shall  terminate  thirty  (30) days  after the date the
Director is no longer a Director of the Company.

                  (f) The Company may  require  any  optionee,  or any person to
whom an option  is  transferred  under  subparagraph  5(d),  as a  condition  of
exercising any such option: (1) to give written  assurances  satisfactory to the
Company as to the optionee's  knowledge and experience in financial and business
matters and/or to employ a purchaser  representative  reasonably satisfactory to
the Company who is  knowledgeable  and  experienced  in  financial  and business
matters, and that he or she is capable of evaluating, alone or together with the
purchaser representative, the merits and risks of exercising the option; and (2)
to give written assurances  satisfactory to the Company stating that such person
is acquiring  the stock  subject to the option for such person's own account and
not with any present  intention of selling or otherwise  distributing the stock.
These  requirements,  and any assurances  given  pursuant to such  requirements,
shall be  inoperative if (i) the issuance of the shares upon the exercise of the
option  has  been  registered  under  a  then-currently  effective  registration
statements under the Securities Act of 1933, as amended (the "Securities  Act"),
or (ii), as to any particular  requirements,  a determination is made by counsel
for the  Company  that such  requirements  need not be met in the  circumstances
under the then-applicable securities laws.

                  (g) Notwithstanding anything to the contrary contained herein,
an option may not be exercised  unless the shares issuable upon exercise of such
option are then  registered  under the Securities Act or, if such shares are not
then so registered,  the Company has determined  that such exercise and issuance
would be exempt from the registration requirements of the Securities Act.

          6.      COVENANTS OF THE COMPANY.

                  (a) During the terms of the  options  granted  under the Plan,
the  Company  shall  keep  available  at all times the number of shares of stock
required to satisfy such options.


                                      - 3 -
<PAGE>


                  (b) The  Company  shall  seek to obtain  from each  regulatory
commission or agency having  jurisdiction over the Plan such authority as may be
required to issue and sell shares of stock upon exercise of the options  granted
under the Plan; provided,  however,  that this undertaking shall not require the
Company to register under the Securities Act either the Plan, any option granted
under the Plan, or any stock issued or issuable pursuant to any such option. If,
after  reasonable  efforts,  the  Company  is  unable  to  obtain  from any such
regulatory  commission  or agency the  authority  which  counsel for the Company
deems  necessary for the lawful  issuance and sale of stock under the Plan,  the
Company shall be relieved from any liability for failure to issue and sell stock
upon exercise of such options.

          7.  USE OF  PROCEEDS  FROM  STOCK.  Proceeds  from  the  sale of stock
pursuant to options granted under the Plan shall constitute general funds of the
Company.

          8.      MISCELLANEOUS.

                  (a)  Neither an  optionee  nor any person to whom an option is
transferred  under  subparagraph 5(d) shall be deemed to be the holder of, or to
have any of the rights of a holder with  respect to, any shares  subject to such
option unless and until such person has satisfied all  requirements for exercise
of the option pursuant to its terms.

                  (b) Nothing in the Plan or in any instrument executed pursuant
thereto shall confer upon any  Non-Employee any right to continue in the service
of the Company or any  Affiliate or shall  affect any right of the Company,  its
Board  or  stockholders  or  any  Affiliate  to  terminate  the  service  of any
Non-Employee with or without cause.

                  (c) No  Non-Employee  individually  or as a member of a group,
and no beneficiary or other person claiming under or through him, shall have any
right,  title or interest in or to any option  reserved  for the purposes of the
Plan  except as to such  shares  of Common  Stock,  if any,  as shall  have been
reserved for him pursuant to an option granted to him.

                  (d) In connection  with each option made pursuant to the Plan,
it  shall be a  condition  precedent  to the  Company's  obligation  to issue or
transfer shares to a Non-Employee,  or an affiliate of such Non-Employee,  or to
evidence the removal of any  restrictions  on transfer,  that such  Non-Employee
make  arrangements  satisfactory to the Company to insure that the amount of any
federal or other  withholding  tax required to be withheld  with respect to such
sale or transfer, or such removal or lapse, is made available to the Company for
timely payment of such tax.


                                      - 4 -
<PAGE>

         9.       ADJUSTMENTS UPON CHANGES IN STOCK.

                  (a) If any change is made in the stock subject to the Plan, or
subject to any option  granted  under the Plan (through  merger,  consolidation,
reorganization,  recapitalization,  stock  dividend,  dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares,  change in corporate  structure or otherwise),  the Plan and outstanding
options will be  appropriately  adjusted in the class(es) and maximum  number of
shares  subject to the Plan and the class(es) and number of shares and price per
share of stock subject to outstanding options.

                  (b) In the event of: (1) a dissolution  or  liquidation of the
Company; (2) a merger or consolidation in which the Company is not the surviving
corporation;  (3) a  reverse  merger  in  which  the  Company  is the  surviving
corporation but the shares of the Company's Common Stock outstanding immediately
preceding the merger are converted by virtue of the merger into other  property,
whether in the form of securities,  cash or otherwise;  or (4) any other capital
reorganization  in which  more than  fifty  percent  (50%) of the  shares of the
Company  entitled to vote are  exchanged,  then,  at the sole  discretion of the
Board  and  to the  extent  permitted  by  applicable  law;  (i)  any  surviving
corporation  shall  assume  any  options  outstanding  under  the  Plan or shall
substitute  similar  options for those  outstanding  under the Plan, or (ii) the
time during  which such options may be exercised  shall be  accelerated  and the
options  terminated if not exercised  prior to such event,  or (ii) such options
shall continue in full force and effect.

         10.      AMENDMENT OF THE PLAN.

                  (a) The  Board at any time,  and from time to time,  may amend
the Plan; provided,  however,  that the Board shall not amend the plan more than
once every six months,  with respect to the  provisions of the Plan which relate
to the amount, price and timing of grants, other than to comport with changes in
the Code, the Employee  Retirement Income Security Act, or the rules thereunder.
Except as provided in paragraph 9 relating to adjustments upon changes in stock,
no  amendment  shall be effective  unless  approved by the  stockholders  of the
Company within twelve (12) months before or after the adoption of the amendment,
where the amendment will:

                        (1)      Increase  the  number  of  shares  reserved for
options under the Plan;

                        (2)      Modify the  requirements  as to eligibility for
participation in the Plan (to the extent such modification  requires stockholder
approval  in order for the Plan to comply  with the  requirements  of Rule 16b-3
promulgated under the Exchange Act); or



                                      - 5 -
<PAGE>


                        (3)      Modify  the  Plan  in  any  other  way  if such
modification  requires stockholder approval in order for the Plan to comply with
the requirements of Rule 16b-3 promulgated under the Exchange Act,

                  (b) Rights and obligations under any option granted before any
amendment of the Plan shall not be altered or impaired by such  amendment of the
Plan  unless  (i) the  Company  requests  the  consent of the person to whom the
option was granted and (ii) such person consents in writing.

         11.      TERMINATION OR SUSPENSION OF THE PLAN.

                  (a) The Board may suspend or  terminate  the Plan at any time.
Unless sooner  terminated,  the Plan shall  terminate on May 5, 2007. No options
may be  granted  under  the  Plan  while  the Plan is  suspended  or after it is
terminated.

                  (b) Rights and obligations  under any option granted while the
Plan is in effect shall not be altered or impaired by suspension or  termination
of the Plan,  except  with the  consent  of the  person to whom the  option  was
granted.

         12.      EFFECTIVE DATE OF PLAN; CONDITIONS OF EXERCISE.

                  (a) The Plan shall become effective upon adoption by the Board
of Directors,  subject to the condition  subsequent that the Plan is approved by
the stockholders of the Company.

                  (b) No option  granted  under the Plan shall be  exercised  or
exercisable  unless and until the condition of subparagraph 12(a) above has been
met.



                                      - 6 -