KEY ENERGY GROUP, INC.                              
255 Livingston Avenue                         
New Brunswick, New Jersey 08901
                                                 
May 15, 1996

Mr. Morton Wolkowitz 
400 West 43rd Street Apartment 41D 
New York, NY  10036

Dear Mort:

         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/ Morton Wolkowitz Morton Wolkowitz

Date: 6/3/96