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