KEY ENERGY GROUP, INC.
255 Livingston Avenue                         	
New Brunswick, New Jersey 08901
                                           

May 15, 1996

Mr. Van Greenfield 
GreenCohn 
45 Broadway, 21st Floor 
New York, NY  10006

Dear Van:

         The  purpose  of this  letter  is to  confirm  to you
that the Board of Directors  of  Key  Energy  Group,  Inc. 
("Key")  in  March,  1996  agreed,  in recognition  of the
successful  completion of the merger of WellTech, Inc. into Key
and Key's financing with CIT  Group-Credit  Finance,  Inc., to
make to you a payment of $75,000, at your  request,  which
amount shall be utilized by you to acquire shares of common
stock of Key.

         Please confirm your agreement to the foregoing by 
countersigning  this letter where  indicated,  whereupon this
letter agreement shall become a binding letter agreement.
                                             

Very truly yours,
                                             

Key Energy Group, Inc.
                                            

By: /s/ Francis D. John                                         
Francis D. John                                                 
President

Agreed to:

/s/ Van Greenfield Van Greenfield
Date: 5/15/96