1

                                                                    EXHIBIT 10.3

                                PROMISSORY NOTE

PRINCIPAL AMOUNT:                                           NEW YORK, NEW YORK
$57,696.62                                                   FEBRUARY 24, 1999


         FOR VALUE RECEIVED, Ponder Industries, Inc., a Delaware corporation,
("Payor") promises to pay to the order of White Owl Investors, L.L.C.
("Payee"), at the office of Payee at c/o Parson & Brown LLP, 666 Third Avenue,
New York, NY 10017 or at such other place in the United States of America as
Payee may direct, in lawful money of the United States of America, the
principal amount of FIFTY-SEVEN THOUSAND SIX HUNDRED NINETY-SIX AND 62/100
DOLLARS ($57,696.62), and no interest.

         1. Payment Terms. The principal of this Note shall be due and payable
in cash on July 1, 1999 (the "Maturity Date"). Payor shall be entitled to
prepay, without premium or penalty, all or any part of the principal of this
Note.

         2. Representations and Warranties of Payor. Payor represents and
warrants that this Note has been duly executed and delivered by Payor,
constitutes the valid and legally binding obligation of Payor, and is
enforceable in accordance with its terms against Payor except as such
enforcement may be subject to and affected by (i) applicable bankruptcy,
insolvency, moratorium, receivership, reorganization or other similar laws
relating to or affecting the enforcement of creditors' rights generally from
time to time in effect (including without limitation laws relating to fraudulent
conveyance) and (ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

         3. Events of Default. If any of the following events (each an "Event
of Default") shall occur:

         (A) Payor defaults in the payment of any installment of principal
         hereunder at the Maturity Date; or

         (B) Payor shall make an assignment for the benefit of, or composition
         with, creditors, or shall become insolvent or be unable or generally
         fail to pay his debts when due; or Payor shall become a party or
         subject to any liquidation action or proceeding with respect to Payor
         or any bankruptcy reorganization, insolvency or other proceeding for
         the relief of financially distressed debtors with respect to Payor, or
         a receiver, liquidator, custodian or trustee shall be appointed for
         Payor or a substantial part of his assets and, if any of the same
         shall occur involuntarily as to Payor, it shall not be dismissed,
         stayed or discharged within 60 days; or if any order for relief shall
         be entered against Payor under Title 11 of the United States Code
         entitled "Bankruptcy"; or Payor shall take any action to effect, or
         which indicates its acquiescence in, any of the foregoing;

then, and in any such event, Payee may at any time at his option exercise the
remedies set forth in Section 4 hereof.

         4. Acceleration of Maturity; Remedies. Upon the occurrence of an Event
of Default hereunder, Payee or any assignee which is a holder hereof may ( i )
by written notice to Payor, declare the principal of this Note to be forthwith
due and payable, whereupon the same shall become due and payable, and/or (ii)
proceed to protect its rights by an action at law, suit in equity or other
appropriate proceeding. No course of dealing and no delay on the part of Payee
or any assignee which is holder of this Note in exercising any right, power or
remedy shall operate as a waiver thereof or otherwise prejudice the rights of
Payee or such holder. No right conferred hereby on Payee or any holder of this
Note shall be exclusive of any other right referred to herein or now or
hereafter available by law, in equity, by statute or otherwise.




   2





         5. Waiver. Payor waives demand, presentment for payment, notice of
intention to accelerate, notice of acceleration, protest, notice of protest,
notice of default and all other notices, filing of suit and diligence in
collecting this Note.

         6. Amendment. Any term of this Note may be amended or modified, and
the observance of any term, representation, warranty or covenant thereof may be
waived (either generally or in a particular instance), only with the written
consent of Payor and of Payee. Any amendment, modification or waiver effected
in accordance with this paragraph shall be binding upon each holder of this
Note at the time outstanding, and each future holder of this Note and Payor.

         7. Benefit. All of the provisions of this Note shall bind and inure to
the benefit of Payor, Payee and their respective successors and assigns.

         8. Governing Law. This Note shall be construed in accordance with and
governed by the laws of the State of New York without regard to conflict of law
principles.

         9. Headings. The headings of the sections of this Note are inserted
for convenience only and shall not be deemed to constitute a part hereof.

         IN WITNESS WHEREOF, Payor has executed this Note as of the date and
year first above written.


                                 PONDER INDUSTRIES, INC.



                                 By:
                                    -------------------------------------------
                                      Eugene L. Butler
                                      Chairman and Chief Executive Officer