AMENDMENT NO. 1
                                       TO
                          REGISTRATION RIGHTS AGREEMENT


     THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this "Amendment") is
made as of October 10, 1997,  by and between  Black Warrior  Wireline  Corp.,  a
Delaware  corporation (the "Company"),  and St. James Capital Partners,  L.P., a
Delaware limited partnership (the "Purchaser").

     WHEREAS,  on June 5, 1997,  the Company and the  Purchaser  entered  into a
Registration  Rights Agreement (the "Original  Registration  Rights Agreement"),
pursuant to which the Company granted the Purchaser certain  registration rights
in respect of the Shares (as such term is defined in the  Original  Registration
Rights Agreement);

     WHEREAS,  on June 5,  1997,  the  Purchaser  acquired  from the  Company  a
Convertible  Promissory Note (the "Original  Convertible  Note") in the original
principal  amount of $2,000,000,  which is convertible into the number of shares
as set forth in the Original  Convertible  Note (the "Original  Convertible Note
Shares") of the Company's  common stock, par value $.0005 per share (the "Common
Stock");

     WHEREAS,  on June 5, 1997, the Company issued  Warrants to Purchase  Common
Stock of the Company  (the  "Original  Warrants")  to Purchaser in respect of an
aggregate of 666,000 shares of Common Stock (the "Original Warrant Shares");

     WHEREAS, pursuant to the terms of the Agreement for Purchase and Sale dated
as of the date hereof between the Company and the  Purchaser,  the Purchaser has
agreed  to  purchase  a 7%  Convertible  Promissory  Note  from the  Company  to
Purchaser  dated as of the date  hereof,  in the  original  principal  amount of
$2,900,000  (the "New  Note"),  which is  convertible  into shares of the Common
Stock (the "New Note Shares");

     WHEREAS,  as of the date hereof,  the Purchaser  issued  Warrants (the "New
Warrants") to the  Purchaser,  which may be exercised to purchase  shares of the
Common  Stock,  at $4.6327 per share,  subject to  adjustment  (the "New Warrant
Shares");

     WHEREAS,  the Company  wishes to grant the Purchaser  certain  registration
rights in respect of the  Original  Convertible  Note  Shares,  the New  Warrant
Shares and the New Note Shares, as set forth herein;

     WHEREAS,  the  Company  wishes to amend the  Original  Registration  Rights
Agreement as set forth herein;

     NOW,  THEREFORE,  in consideration of the mutual promises and covenants set
forth herein, the parties hereby agree as follows:




     1. Each reference in the body of the Original Registration Rights Agreement
to the Shares shall  hereafter  refer to,  collectively,  the  Original  Warrant
Shares,  the Original  Convertible Note Shares,  the New Note Shares and the New
Warrant Shares.

     2. Each reference in the body of the Original Registration Rights Agreement
to Warrants shall hereafter refer to,  collectively,  the Original  Warrants and
the New Warrants.

     3.  Section 1.3 of the  Original  Registration  Rights  Agreement  shall be
revised to read in its entirety as follows:

          "1.3 "Registrable  Securities" shall mean (i) the Shares; and (ii) any
     Common Stock issued or issuable at any time or from time to time in respect
     of the Shares upon a stock split, stock dividend, recapitalization or other
     similar  event  involving  the  Company  until such  Shares are  registered
     pursuant to a  Registration  Statement or the exemption  from  registration
     under Rule 144(k) (or successor Rule) under the Securities Act is available
     with respect to the Shares."

     4. The  reference  to "1997,"  in the first  line of  Section  2.1.1 of the
Original Registration Rights Agreement shall be deleted.

     5. By their execution of this Amendment, both the Company and the Purchaser
agree to be a party to,  and bound by,  the terms of the  Original  Registration
Rights Agreement, as amended by this Amendment.

     6. This  Amendment  shall be  governed  in all  respects by the laws of the
State of Delaware.

     7. All other  terms and  conditions  of the  Original  Registration  Rights
Agreement shall be and remain the same and in full force and effect.

     8. Capitalized  terms used but not otherwise  defined herein shall have the
meaning given them in the Original Registration Rights Agreement.

     9. This  Amendment may be executed in any number of  counterparts,  each of
which  shall  be  enforceable   against  the  parties  actually  executing  such
counterparts, and all of which together shall constitute one instrument.




                      [THIS SPACE INTENTIONALLY LEFT BLANK]


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                          THE COMPANY'S SIGNATURE PAGE


          IN WITNESS WHEREOF,  the Company has executed this Amendment effective
     upon the date first set forth above.




                                                BLACK WARRIOR WIRELINE CORP.



                                                By:
                                                   William L. Jenkins, President




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                         THE PURCHASER'S SIGNATURE PAGE

     IN WITNESS WHEREOF,  the Purchaser has signed this Amendment as of the date
first written above.

ST. JAMES CAPITAL PARTNERS, L.P.

By: St. James Capital Corp., its General Partner



By:
Jay Brown, Vice President








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