Edgar Filing: KEY ENERGY SERVICES INC

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 2003

REGISTRATION NO. 333-

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

KEY ENERGY SERVICES, INC.

Co-registrants are listed on the following pages.

(Exact name of registrant as specified in its charter)

MARYLAND 1381 04-2648081

(State or other jurisdiction (Primary Standard (I.R.S. Employer

of incorporation or Industrial Classification Identification No.)

organization) Code Number)

6 DESTA DRIVE

MIDLAND, TEXAS 79705

(915) 620-0300

(Address, including zip code, and telephone number, including area code,

of registrant's principal executive offices)

FRANCIS D. JOHN

400 SOUTH RIVER ROAD

NEW HOPE, PENNSYLVANIA 18938

(215) 862-7900

(Name, address, including zip code, and telephone number, including area code,

of agent for service)

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COPIES TO:

JACK D. LOFTIS, JR. SAMUEL N. ALLEN

KEY ENERGY SERVICES, INC. PORTER & HEDGES, L.L.P.

400 SOUTH RIVER ROAD 700 LOUISIANA, 35TH FLOOR

NEW HOPE, PENNSYLVANIA 18938 HOUSTON, TEXAS 77002

(215) 862-7900 (713) 226-0600

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as

practicable after this registration statement becomes effective.

If the only securities being registered on this Form are being offered

pursuant to dividend or interest reinvestment plans, please check the following

box. / /

If any of the securities being registered on this Form are to be offered on

a delayed or continuous basis pursuant to Rule 415 under the Securities Act of

1933, other than securities offered only in connection with dividend or interest

reinvestment plans, check the following box. /X/

If this Form is filed to register additional securities for an offering

pursuant to Rule 462(b) under the Securities Act, please check the following box

and list the Securities Act registration statement number of the earlier

effective registration statement for the same offering. / / ____________________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)

under the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement

for the same offering. / / ____________________

If delivery of the prospectus is expected to be made pursuant to Rule 434,

please check the following box. / /

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF

SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1) REGISTRATION FEE(3)

---------------------------------------- ------------------------------ ---------------------

Debt Securities(2)......................

Common Stock, par value $.10 per share..

Preferred Stock(2)......................

Warrants(2).............................

Guarantees of Debt Securities(4)........

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Total.............................. $ 500,000,000 $ 46,000

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(1) Estimated solely for the purpose of calculating the registration fee

pursuant to Rule 457(o). The aggregate initial offering price of all

securities issued from time to time pursuant to this Registration Statement

will not exceed $500,000,000 or the equivalent thereof in foreign

currencies, foreign currency units or composite currencies.

(2) There are being registered hereunder an indeterminate principal amount of

Debt Securities, an indeterminate number of shares of Common Stock and

Preferred Stock and an indeterminate number of Warrants, including Debt

Securities, Common Stock, Preferred Stock and Warrants issuable on

conversion, redemption, repurchase, exchange or exercise of the Debt

Securities, Preferred Stock or Warrants registered hereunder or pursuant to

any applicable antidilution provisions. If any Debt Securities are issued

at an original issue discount, then the principal amount of such Debt

Securities being registered hereunder shall be such principal amount as

shall result in an aggregate initial offering price of up to $500,000,000.

(3) Pursuant to Rule 429, this Registration Statement contains a combined

prospectus that relates to the Registrant's Common Stock, Debt Securities,

Preferred Stock and Warrants registered on Registration Statement No.

333-67665 on Form S-3 previously filed by the Registrant on November 20,

1998 (the "Earlier Registration Statement") pursuant to which $75,522,467

remains to be issued. Fees totaling $20,439 covering the previously

registered securities were paid by the Registrant upon filing the Earlier

Registration Statement and, pursuant to Rule 457(p), will be used to offset

the registration fees for this registration statement.

(4) Pursuant to Rule 457(n), no separate fee for the guarantees is payable.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES

AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE

A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT

SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE

SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME

EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),

MAY DETERMINE.

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TABLE OF ADDITIONAL REGISTRANTS

UNDER REGISTRATION STATEMENT ON FORM S-3

The following subsidiaries of Key Energy Services, Inc. are co-registrants

under this Registration Statement for the purpose of providing guarantees, if

any, of payments on debt securities registered hereunder:

JURISDICTION OF I.R.S.

NAME INCORPORATION IDENTIFICATION

---- --------------- --------------

AES Acquisition, L.P. Texas 76-0684876

Brooks Well Servicing Beneficial, L.P. Texas 46-0473384

Brooks Well Servicing, Inc. Delaware 75-2739749

Brooks Well Servicing, LLC Delaware 48-1253652

Dawson Production Acquisition Corp. Delaware 52-2022906

Dawson Production Management, Inc. Delaware 76-0525388

Dawson Production Partners, L.P. Delaware 76-0525389

Dawson Production Taylor, Inc. Delaware 52-2045563

Kalkaska Oilfield Services, Inc. Michigan 38-3083604

Key Energy Drilling Beneficial, L.P. Texas 46-0473380

Key Energy Drilling, Inc. Delaware 22-3363468

Key Energy Drilling, LLC Delaware 43-1955835

Key Energy Services - California, Inc. Delaware 22-3617958

Key Energy Services - South Texas, Inc. Delaware 22-3594553

Key Four Corners, Inc. Delaware 22-3530274

Key Rocky Mountain, Inc. Delaware 22-3530272

Misr Key Energy Services, LLC Delaware 42-1537527

Odessa Exploration Incorporated Delaware 06-1377021

Q Energy Services, L.L.C. Delaware 51-0414081

Q Oil & Gas Services, LLC Texas 76-0693508

Q Production Services, L.P. Texas 76-0678192

Q Services, Inc. Texas 76-0550630

Q.V. Services, Inc. Texas 76-0472475

Q.V. Services, LLC Delaware 33-1039536

Q.V. Services Beneficial, L.P. Texas 14-1866909

Q.V. Services of Texas, L.P. Texas 76-0516897

Quality Oil Field Services, L.P. Texas 75-2562835

Quality Tubular Services, L.P. Texas 76-0399390

Unitrak Services Holding, Inc. Texas 01-0728555

Unitrak Services, L.P. Texas 01-0728561

Unitrak Services, LLC Delaware 30-0092733

Watson Oilfield Service & Supply, Inc. Delaware 22-3582713

Well-Co Oil Service, Inc. Nevada 75-2513771

WellTech Eastern, Inc. Delaware 38-3283245

WellTech Mid-Continent Beneficial, LP Texas 46-0473376

WellTech Mid-Continent, Inc. Delaware 73-1532154

WellTech Mid-Continent, LLC Delaware 71-0874911

Yale E. Key Beneficial, LP Texas 46-0473368

Yale E. Key, Inc. Texas 75-1074929

Yale E. Key, LLC Delaware 71-0874913

SUBJECT TO COMPLETION, DATED JANUARY 31, 2003

The information in this prospectus is not complete and may be changed. We may

not offer these securities until the registration statement filed with the

Securities and Exchange Commission is effective. This prospectus is not an offer

to sell these securities and we are not soliciting an offer to buy these

securities in any state where the offer or sale is not permitted.

PROSPECTUS

[ KEY LOGO ]

$500,000,000

KEY ENERGY SERVICES, INC.

Common Stock

Debt Securities

Preferred Stock

Warrants

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We may offer and sell from time to time:

- common stock;

- debt securities;

- preferred stock; and

- warrants.

We will provide specific terms of the securities and each offering in a

supplement to this prospectus. The prospectus supplement also may add, update or

change information in this prospectus.

Our common stock is listed and traded on the New York Stock Exchange under

the symbol "KEG."

PLEASE READ AND CONSIDER CAREFULLY THE "RISK FACTORS" BEGINNING ON PAGE 3 IN

THIS PROSPECTUS.

Neither the SEC nor any state securities commission has approved these

securities or determined that this prospectus is accurate or complete. Any

representation to the contrary is a criminal offense.

This prospectus is dated ____________, 2003.

YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR

PROVIDED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT AUTHORIZED

ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT MAKING AN

OFFER TO SELL THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT

PERMITTED.

TABLE OF CONTENTS

SECTION PAGE

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About This Prospectus..................................................1

Key Energy Services, Inc...............................................1

Risk Factors...........................................................3

Forward-Looking Statements.............................................7

Where You Can Find More Information....................................8

Use of Proceeds.......................................................10

Ratio of Earnings to Fixed Charges....................................10

Description of Debt Securities........................................11

Description of Capital Stock..........................................17

Description of Warrants...............................................18

Plan of Distribution..................................................19

Legal Matters.........................................................20

Experts...............................................................21

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with

the Securities and Exchange Commission under a "shelf" registration process.

Using this process, we may offer the securities this prospectus describes in one

or more offerings with a total initial offering price of up to $500,000,000.

This prospectus provides you with a general description of the securities we may

offer. Each time we use this prospectus to offer securities, we will provide a

prospectus supplement and, if applicable, a pricing supplement. The prospectus

supplement and any pricing supplement will describe the specific terms of that

offering. The prospectus supplement and any pricing supplement may also add to,

update or change the information in this prospectus. Please carefully read this

prospectus, the prospectus supplement and any pricing supplement, in addition to

the information contained in the documents we refer to under the heading "Where

You Can Find More Information."

KEY ENERGY SERVICES, INC.

Based on available industry data, we are the largest onshore, rig-based

well servicing contractor in the world. We provide a complete range of well

services to major oil companies and independent oil and natural gas production

companies, including:

- rig-based well maintenance, workover, completion, and recompletion

services (including horizontal recompletions);

- oilfield trucking services;

- fishing and rental tool services;

- pressure pumping services; and

- ancillary oilfield services.

We conduct well servicing operations onshore internationally in Argentina,

Egypt and in Ontario, Canada and in the following regions of the continental

United States:

- Gulf Coast (including South Texas, Central Gulf Coast of Texas and

South Louisiana);

- Permian Basin of West Texas and Eastern New Mexico;

- Mid-Continent (including the Anadarko, Hugoton, Arkoma and Fort Worth

Basins and the ArkLaTex region);

- Four Corners (including the San Juan, Piceance, Uinta and Paradox

Basins);

- Eastern (including the Appalachian, Michigan and Illinois Basins);

- Rocky Mountains (including the Denver-Julesberg, Powder River, Wind

River, Green River and Williston Basins); and

- California (the San Joaquin Basin).

We are also a leading onshore drilling contractor and we conduct land

drilling operations in a number of major domestic producing basins, as well as

in Argentina, Egypt and in Ontario, Canada. In addition to our other businesses,

we also produce and develop oil and natural gas reserves in the Permian Basin

region and Texas Panhandle.

We have built our leadership position in part through the acquisition of

small, regional well service companies. We have also implemented a strategy,

which has also contributed to our position within the industry, to:

- improve our balance sheet and reduce our level of debt;

- build strong customer relationships by offering a broad range of

equipment and services that will meet most of our customer's needs at

the wellsite;

- maximize utilization of our rig fleet by actively refurbishing our

rigs and related equipment; and

- train and professionally develop our employees, with an emphasis on

safety.

Our principal executive offices are located at 6 Desta Drive, Midland,

Texas 79705, and our phone number is (915) 620-0300.

RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISKS DESCRIBED BELOW AND OTHER

INFORMATION IN THIS PROSPECTUS BEFORE DECIDING TO INVEST IN OUR SECURITIES.

OTHER RISKS FACING OUR COMPANY OR RELATED TO EACH OFFERING MAY ALSO BE INCLUDED

IN ANY ACCOMPANYING PROSPECTUS SUPPLEMENT AND WE URGE YOU TO READ CAREFULLY ANY

ACCOMPANYING PROSPECTUS SUPPLEMENT BEFORE YOU MAKE YOUR DECISION TO INVEST IN

OUR SECURITIES.

OUR BUSINESS IS DEPENDENT ON CONDITIONS IN THE OIL AND NATURAL GAS INDUSTRY,

ESPECIALLY THE CAPITAL EXPENDITURES OF OIL AND NATURAL GAS COMPANIES.

The demand for our services is primarily influenced by current and

anticipated oil and natural gas prices. Prices for oil and natural gas

historically have been extremely volatile and have reacted to changes in the

supply of and demand for oil and natural gas (including changes resulting from

the ability of the Organization of Petroleum Exporting Countries to establish

and maintain production quotas for oil prices), domestic and worldwide economic

conditions and political instability in oil producing countries. Weakness in oil

and natural gas prices (or the perception by our customers that oil and natural

gas prices will decrease) may cause lower rates and lower utilization of

available well service equipment. In addition, when oil and natural gas prices

are weak, or when our customers expect oil and natural gas prices to decrease,

fewer wells are drilled, resulting in less drilling and less maintenance work

for us. Additional factors that affect demand for our services include:

- the level of development, exploration and production activity of, and

corresponding spending by, oil and natural gas companies;

- oil and natural gas production costs;

- government regulation; and

- conditions in the worldwide oil and natural gas industry.

In addition, we anticipate that prices for oil and natural gas will

continue to be volatile and affect the demand for and pricing of our services.

Decreases in oil and natural gas prices can result in a reduction in the trading

prices and value of our securities, even if the decreases in oil and natural gas

prices do not affect our business generally. However, a material decline in oil

or natural gas prices or activities over a sustained period of time could

materially adversely affect the demand for our services and, therefore, our

results of operations and financial condition.

Periods of diminished or weakened demand for our services have occurred in

the past. We have experienced a decrease in the demand for our services

beginning in August 2001, and continuing through September 2002. We believe this

trend is due to an overall weakening of demand for onshore well services, which

is attributable to general uncertainty about future oil and nature gas prices

and the U.S. economy. If these conditions continue, or worsen, they could have a

material adverse effect on our financial condition and results of operations. In

light of these and other factors relating to the oil and natural gas industry,

our historical operating results may not be indicative of future performance.

AN ECONOMIC DOWNTURN MAY ADVERSELY AFFECT OUR BUSINESS.

The United States economy is currently believed to be in a recession. An

economic downturn may cause reduced demand for petroleum-based products and

natural gas. In addition, many oil and natural gas production companies often

reduce or delay expenditures to reduce costs, which in turn may cause a

reduction in the demand for our services during these periods. According to

industry data, in July 2001, there were approximately 1,293 active drilling rigs

in the United States. As of September 27, 2002, the number of active drilling

rigs had been reduced to 875. The number of active drilling rigs may be

indicative of demands for services such as those we provide. If the economic

environment worsens, our business may be further adversely impacted.

OUR BUSINESS INVOLVES CERTAIN OPERATING RISKS, WHICH ARE PRIMARILY SELF-INSURED,

AND OUR INSURANCE MAY NOT BE ADEQUATE TO COVER ALL LOSSES OR LIABILITIES WE

MIGHT INCUR IN OUR OPERATIONS.

Our operations are subject to many hazards and risks, including the

following:

- blow-outs;

- reservoir damage;

- loss of well control;

- cratering;

- fires;

- accidents resulting in serious bodily injury and the loss of life or

property;

- pollution and other damage to the environment; and

- liabilities from accident or damage by our fleet of trucks.

If these hazards occur they could result in suspension of operations,

damage to or destruction of our equipment and the property of others and injury

or death to personnel.

We self insure a significant portion of these liabilities. For losses in

excess of our self-insurance limits, we maintain insurance from unrelated

commercial carriers. However, our insurance may not be adequate to cover all

losses or liabilities that we might incur in our operations. There can be no

assurance that our insurance will adequately protect us against liability from

all of the hazards of our business. Moreover, we also are subject to the risk

that we may not be able to maintain or obtain insurance of the type and amount

we desire at a reasonable cost. If we were to incur a significant liability for

which we were not fully insured it could have a material adverse effect on our

financial position and results of operations.

WE ARE SUBJECT TO THE ECONOMIC, POLITICAL AND SOCIAL INSTABILITY RISKS OF DOING

BUSINESS IN CERTAIN FOREIGN COUNTRIES.

We have operations in Argentina, Egypt and Canada, and may expand our

operations into other foreign countries. As a result, we are exposed to risks of

international operations, including:

- increased governmental ownership and regulation of the economy in the

markets where we operate;

- inflation and adverse economic conditions stemming from governmental

attempts to reduce inflation, such as imposition of higher interest

rates and wage and price controls;

- increased trade barriers, such as higher tariffs and taxes on imports

of commodity products;

- exchange controls or other currency restrictions;

- war, civil unrest or significant political instability;

- expropriation, confiscatory taxation and nationalization of our assets

located in the markets where we operate; and

- governmental policies limiting returns to foreign investors.

The occurrence of one or more of these risks may:

- negatively impact our results of operations;

- restrict the movement of funds;

- inhibit our ability to collect receivables; and

- lead to U.S. government or international sanctions.

WE HISTORICALLY HAVE EXPERIENCED A HIGH EMPLOYEE TURNOVER RATE. ANY DIFFICULTY

WE EXPERIENCE REPLACING OR ADDING WORKERS COULD ADVERSELY AFFECT OUR BUSINESS.

We historically have experienced an annual employee turnover rate of over

50%. The high turnover rate is caused by the nature of the work, which is

physically demanding and performed outdoors. As a result, workers may choose to

pursue employment in fields that offer a more desirable work environment at wage

rates that are competitive with ours. We cannot assure that at times of high

demand we will be able to retain, recruit and train an adequate number of

workers. Potential inability or lack of desire by workers to commute to our

facilities and job sites and competition for workers from other industries are

factors that could affect our ability to attract and retain workers. We believe

that our wage rates are competitive with the wage rates of our competitors and

other potential employers. A significant increase in the wages other employers

pay could result in a reduction in our workforce, increases in our wage rates,

or both. Either of these events could diminish our profitability and growth

potential.

WE ARE SUBJECT TO ENVIRONMENTAL, HEALTH AND SAFETY LAWS AND REGULATIONS THAT

EXPOSE US TO POTENTIAL LIABILITY.

Our operations are regulated under a number of foreign, federal, state and

local laws that govern, among other things, the handling, storage and disposal

of waste materials, some of which are classified as hazardous substances, and

the discharge of hazardous materials into the environment. Our operations are

subject to stringent regulations relating to protection of the environment and

waste handling. In addition to potential liability if we should fail to comply,

these regulations may expose us to liability for noncompliance of other parties,

without regard to whether we were negligent. Sanctions for noncompliance with

applicable environmental laws and regulations may include administrative, civil

and criminal penalties, revocation of permits and corrective action orders.

Furthermore, we may be liable for costs for environmental clean-up at currently

or previously owned or operated properties or off-site locations where we sent,

disposed of, or arranged for disposal of hazardous materials. Compliance with

existing laws or regulations, the adoption of new laws or regulations or the

more vigorous enforcement of environmental laws or regulations could have a

material adverse effect on our operations by increasing our expenses and

limiting our future business opportunities.

WE HAVE A SIGNIFICANT AMOUNT OF INDEBTEDNESS AND COULD INCUR ADDITIONAL

INDEBTEDNESS, WHICH COULD MATERIALLY ADVERSELY AFFECT OUR FINANCIAL CONDITION,

RESULTS OF OPERATIONS AND BUSINESS PROSPECTS AND PREVENT US FROM FULFILLING OUR

OBLIGATIONS UNDER OUR OUTSTANDING INDEBTEDNESS.

We had approximately $504.5 million of long-term indebtedness and capital

lease obligations outstanding at September 30, 2002. We are permitted under our

senior credit facility and the indentures governing our public debt securities

to incur additional debt, subject to certain limitations. If we incur additional

debt, our increased leverage could, for example:

- make it more difficult for us to satisfy our obligations under our

public debt securities or other indebtedness and, if we fail to comply

with the requirements of the other indebtedness, that failure could

result in an event of default on our public debt securities or such

other indebtedness;

- require us to dedicate a substantial portion of our cash flow from

operations to required payments on indebtedness, thereby reducing the

availability of cash flow for working capital, capital expenditures

and other general business activities;

- limit our ability to obtain additional financing in the future for

working capital, capital expenditures and other general corporate

activities;

- limit our flexibility in planning for, or reacting to, changes in our

business and the industry in which we operate;

- detract from our ability to successfully withstand a downturn in our

business or the economy generally; and

- place us at a competitive disadvantage against less leveraged

competitors.

If new debt is added to our and our subsidiaries' current debt levels, the

related risks that we and they now face could increase.

WE MAY NOT BE ABLE TO GENERATE SIGNIFICANT CASH FLOW TO MEET OUR DEBT SERVICE

OBLIGATIONS.

Our ability to make payments on and to refinance our indebtedness, and to

fund planned capital expenditures, will depend on our ability to generate cash

in the future. This, to a certain extent, is subject to general economic,

financial, competitive, legislative, regulatory and other factors that are

beyond our control.

We cannot assure you that our business will generate sufficient cash flow

from operations to service our outstanding indebtedness, that future borrowings

will be available to us under our senior credit facility in an amount sufficient

to enable us to pay our indebtedness or to fund our other liquidity needs. We

may need to refinance all or a portion of our existing indebtedness on or before

maturity. We cannot assure you that we will be able to refinance any of our

indebtedness, including our senior credit facility, on commercially reasonable

terms or at all.

OUR DEBT INSTRUMENTS IMPOSE RESTRICTIONS ON US THAT MAY AFFECT OUR ABILITY TO

SUCCESSFULLY OPERATE OUR BUSINESS.

Our senior credit facility and the terms of the indentures for our public

debt securities limit our ability to take various actions, such as:

- incurring additional indebtedness;

- paying dividends;

- repurchasing junior indebtedness;

- making investments;

- entering into transactions with affiliates;

- merging or consolidating with other entities; and

- selling all or substantially all of our assets.

In addition, our senior CREDIT FACILITY requires us to maintain certain

financial covenant ratios and satisfy certain financial condition tests, several

of which become more restrictive over time and may require us to take action to

reduce our debt or take some other action in order to comply with them. These

restrictions also could limit our ability to obtain future financings, make

needed capital expenditures, withstand a downturn in our business or the economy

in general, or otherwise conduct necessary corporate activities. We also may be

prevented from taking advantage of business opportunities that arise because of

the limitations imposed on us by the restrictive covenants under our senior

credit facility and the indentures.

WE HAVE PURSUED AND CONTINUE TO PURSUE STRATEGIC ACQUISITIONS. OUR BUSINESS MAY

BE ADVERSELY AFFECTED IF WE CANNOT EFFECTIVELY INTEGRATE ACQUIRED OPERATIONS.

A component of our strategy includes acquiring complementary businesses.

Acquisitions involve a number of risks and challenges including:

- our ability to integrate acquired operations;

- potential loss of key employees and customers of the acquired

companies; and

- an increase in our expenses and working capital requirements.

Any of these factors could adversely affect our ability to achieve

anticipated levels of earnings and cash flow from acquisitions or realize other

anticipated benefits. Furthermore, competition from other potential buyers could

reduce our acquisition opportunities or cause us to pay a higher price than we

otherwise might pay.

THE TRADING PRICE OF OUR SECURITIES COULD BE SUBJECT TO SIGNIFICANT

FLUCTUATIONS.

The trading price of our common stock has been volatile. Factors such as

announcements of fluctuations in our or our competitors' operating results and

market conditions for oil and gas related stocks in general could have a

significant impact on the future trading prices of our securities. In

particular, the trading price of the common stock of many oil and gas companies

has experienced extreme price and volume fluctuations, which have at times been

unrelated to the operating performance of the companies whose stocks were

affected. In addition, the trading prices of our securities could be subject to

significant fluctuations in response to variations in our prospects and

operating results, which may in turn be affected by weakness in oil prices,

changes in interest rates and other factors. There can be no assurance that

these factors will not have an adverse effect on the trading prices of our

securities.

SINCE ARTHUR ANDERSEN LLP ACTED AS THE INDEPENDENT AUDITOR FOR Q SERVICES, INC.,

YOUR ABILITY TO SEEK REMEDIES AGAINST, OR RECOVER FROM, THEM RELATED TO THEIR

WORK WILL BE LIMITED.

On July 19, 2002, we acquired Q Services. The aggregate value, including

assumed debt, for Q Services was approximately $221.0 million. The consolidated

financial statements of Q Services as of December 31, 2001 and for each of the

three years in the period ended December 31, 2001 incorporated by reference

herein were audited by Arthur Andersen LLP. After reasonable efforts, we have

not been able to obtain Arthur Andersen's consent to the incorporation by

reference of its audit report dated April 17, 2002 into this prospectus.

Under Rule 437a of the Securities Act, we can incorporate by reference Q

Services' financial statements into the registration statement, which includes

this prospectus, without Arthur Andersen's written consent. Accordingly, Arthur

Andersen, or its successors, is not subject to the liability provisions of

Section 11 of the Securities Act for its reports on Q Services' consolidated

financial statements because Arthur Andersen did not consent to being named as

having prepared or certified those financial statements within the meanings of

Section 7 and 11 of the Securities Act. Furthermore, your ability, if any, to

recover damages from Arthur Andersen is further limited as a result of Arthur

Andersen's discontinuation of operations.

FORWARD-LOOKING STATEMENTS

The statements made in this prospectus or in the documents we have

incorporated by reference that are not statements of historical fact are

"forward-looking statements" within the meaning of Section 27A of the Securities

Act and Section 21E of the Securities Exchange Act. Forward-looking statements

generally can be identified by the use of words such as "may," "will," "expect,"

"intend," "estimate," "anticipate," "believe," or similar expressions.

Although we believe that the expectations in our forward-looking statements

are reasonable, we cannot give any assurance that those expectations will be

correct. Our operations are subject to numerous uncertainties, risks and other

influences, many of which are outside our control and any of which could

materially affect our results of operations and ultimately prove the statements

we make to be inaccurate. We caution you not to place undue reliance on these

forward-looking statements, which speak only as of the date of this prospectus.

Future events and actual results may differ materially from the results set

forth in or implied in the forward-looking statements. Factors that might cause

such a difference include:

- fluctuations in world-wide prices and demand for oil and natural gas;

- fluctuations in level of oil and natural gas exploration and

development activities;

- fluctuations in the demand for well servicing, contract drilling and

ancillary oilfield services;

- the existence of competitors, technological changes and developments

in the industry;

- the existence of operating risks inherent in the well servicing,

contract drilling and ancillary oilfield services industries; and

- general economic conditions, the existence of regulatory

uncertainties, and the possibility of political instability in any of

the countries in which we do business, in addition to other matters

discussed herein.

Other factors that could cause actual results to differ materially from our

expectations are discussed under the heading "Risk Factors."

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-3 (registration no.

333-_____) with the SEC with respect to the securities we are offering. This

prospectus is a part of that registration statement, however, it does not

contain all the information contained in the registration statement, including

its exhibits and schedules. You should refer to the registration statement,

including the exhibits and schedules, for further information about us and the

securities we are offering. Statements we make in this prospectus about certain

contracts or other documents are not necessarily complete. When we make those

statements, we refer you to the copies of the contracts or documents that are

filed as exhibits to the registration statement, because those statements are

qualified in all respects by reference to those exhibits. The registration

statement, including exhibits and schedules, is on file at the offices of the

SEC and may be inspected without charge.

We file annual, quarterly and current reports, proxy statements and other

information with the SEC. Our filings, including the registration statement, are

available to the public over the Internet at the SEC's web site at

http://www.sec.gov. You also may read and copy any document we file at the SEC's

public reference rooms in Washington, D. C. and Chicago, Illinois. Please call

the SEC at 1-800-SEC-0330 for further information about the public reference

rooms.

SEC rules allow us to "incorporate by reference" in this prospectus the

information we file with the SEC, which means we can disclose important

information to you by referring you to those documents. The information

incorporated by reference is considered part of this prospectus from the date we

file that document. Any reports filed by us with the SEC after the date of this

prospectus and before we sell all of the securities offered through this

prospectus will automatically update and, where applicable, supersede any

information contained in this prospectus or incorporated by reference in this

prospectus. We incorporate by reference the documents listed below and any

future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of

the Securities Exchange Act until we sell all of the securities covered by this

prospectus:

- Annual Report on Form 10-K for the year ended June 30, 2002, as

amended;

- Quarterly Report on Form 10-Q for the quarter ended September 30,

2002;

- Current Reports on Form 8-K filed on July 16, 2002, August 2, 2002,

December 31, 2002 and January 31, 2003, and Form 8-K/A filed on

October 2, 2002; and

- The description of our common stock contained in the registration

statement on Form 8-A dated March 27, 1998 and 8-A/A dated December 9,

2002, including any future amendments or reports that have been filed

to update the description.

You may request a copy of these filings, which we will provide to you at no

cost, by writing or telephoning us at the following address and telephone

number:

Key Energy Services, Inc.

400 South River Road

New Hope, Pennsylvania 18938

Attn: General Counsel

(215) 862-7900

USE OF PROCEEDS

Unless we inform you otherwise in the prospectus supplement, we will use

the net proceeds from the sale of the offered securities for general corporate

purposes. These purposes may include acquisitions, working capital, capital

expenditures, repayment and refinancing of indebtedness and repurchases and

redemptions of securities. Pending any specific application, we may initially

invest those funds in short-term marketable securities or apply them to the

reduction of short-term indebtedness.

RATIO OF EARNINGS TO FIXED CHARGES

The ratio of our earnings to our fixed charges for each of the periods

indicated is as follows:

FISCAL YEAR ENDED JUNE 30, THREE MONTHS

------------------------------------------------------------------------------- ENDED

1998 1999 2000 2001 2002 SEPTEMBER 30, 2002

---- ---- ---- ---- ---- ------------------

2.61 -- -- 2.67 2.35 --

For these ratios, earnings consist of income from continuing operations

before income taxes and fixed charges. Fixed charges consist of interest

expenses, amortization of debt issuance expenses and the portions of rentals and

lease obligations representative of the interest factor. For the years ending

June 30, 1999 and 2000, and the three months ended September 30, 2002, earnings

were insufficient to cover fixed charges by $78.9 million, $28.0 million, and

$4.8 million, respectively. There was no preferred stock outstanding for any of

the periods shown above.

DESCRIPTION OF DEBT SECURITIES

The debt securities will be:

- our direct unsecured or secured general obligations;

- either senior debt securities or subordinated debt securities; and

- issued under one or more separate indentures.

Senior debt securities will be issued under a senior indenture and

subordinated debt securities will be issued under a subordinated indenture.

Senior debt securities and subordinated debt securities may be guaranteed by

certain of our subsidiaries. The debt securities issued may be convertible into

shares of our common stock, preferred stock or warrants.

We have summarized selected provisions of the Indentures below. The summary

is not complete. The forms of the Indentures have been filed as exhibits to the

registration statement, and you should read the Indentures for provisions that

may be important to you. In the summary, we have included references to section

numbers of the Indentures so that you can easily locate those provisions.

Capitalized terms used in this summary have the meanings used in the Indentures.

GENERAL

We are a holding company that conducts substantially all operations through

our subsidiaries. Holders of debt securities generally will have a junior

position to claims of creditors of our subsidiaries including trade creditors,

debt holders, secured creditors, taxing authorities, guaranty holders and any

preferred stockholders. At September 30, 2002, we did not have any outstanding

preferred stock and we and our subsidiaries had approximately $504.5 million of

outstanding long-term debt and capital lease obligations.

- The Indentures do not limit the aggregate principal amount of debt

securities that can be issued thereunder. (Section 301)

- Debt securities may be issued in one or more series, each in an

aggregate principal amount we authorize before issuance, and may be in

any currency or currency unit that we may designate. (Section 301)

- Debt securities of a series may be issued in registered or global

form. (Sections 201 and 203)

- The Indentures do not limit the amount of other unsecured debt or

securities that we can issue.

- The senior debt securities will rank equally with all of our other

senior debt.

- The subordinated debt securities will have a junior position to all of

our senior debt. (Section 1301)

A prospectus supplement and a supplemental indenture relating to any series

of debt securities being offered will include specific terms relating to the

offering. These terms will include some or all of the following:

- the title and type of debt securities being offered;

- the total principal amount of debt securities being offered;

- the dates on which the principal of, and premium, if any, on the

offered debt securities is payable;

- the interest rate;

- the date from which interest will accrue;

- the interest payment dates;

- any optional redemption periods;

- any sinking fund or other provisions that would obligate us to

repurchase or otherwise redeem the debt securities;

- whether the debt securities will be convertible into shares of common

stock or exchangeable for other of our securities, and if so, the

terms of conversion or exchange;

- events causing acceleration of maturity;

- any provisions granting special rights to holders when specified

events occur;

- any changes to or additional events of default or covenants;

- any special tax implications of the debt securities; and

- any other terms of the debt securities. (Section 301)

GUARANTEES

- Debt securities may be guaranteed by some, but not all, of our

subsidiaries, including subsidiaries that we may acquire in the

future. In the event of a bankruptcy, liquidation or reorganization of

any of the non-guarantor subsidiaries, the non-guarantor subsidiaries

will pay the holders of their debt and their trade creditors before

they will be able to distribute any of their assets to us.

- The guarantees will be general obligations of each guarantor.

- The guarantors will jointly and severally guarantee any of our

guaranteed debt securities.

- The obligations of each guarantor under any guarantee will be limited

as necessary to prevent that guarantee from constituting a fraudulent

conveyance under applicable law.

- A guarantor may not consolidate with or merge into another company

unless the surviving company assumes all of the obligations of that

guarantor pursuant to a supplemental indenture satisfactory to the

trustee, and only if immediately after giving effect to the

transaction, no default or event of default would exist.

DENOMINATIONS

The debt securities will be issued in denominations of $1,000 or multiples

thereof. (Section 302)

SUBORDINATION

Under the subordinated indenture, payment of the principal, interest and

any premium on the subordinated debt securities generally will be subordinated

and junior in right of payment to the prior payment in full of all senior debt.

The subordinated indenture provides that no payment of principal, interest and

or premium on the subordinated debt securities may be made in the event:

- of any insolvency, bankruptcy or similar proceeding involving us or

our property (Section 1303); or

- we fail to pay the principal, interest, any premium or any other

amounts on any senior debt when due. (Sections 1301 and 1302)

The subordinated indenture will not limit the amount of senior debt that we

may incur.

Senior Indebtedness is defined to include all our secured and unsecured

direct or contingent liabilities and obligations, including our guarantees for

money we borrow, which is not expressed to be subordinate to or junior in right

of, payment to any of our other indebtedness, but does not include our

intercompany indebtedness, our trade payables and our tax liabilities.

EVENTS OF DEFAULT

The following are Events of Default under each Indenture:

- failure to pay principal or any premium on any debt security when due;

- failure to pay any interest on any debt security when due, continued

for 30 days;

- failure to deposit any mandatory sinking fund payment when due,

continued for 30 days;

- failure to perform or breach of any covenant or warranty in the

Indenture that continues for 90 days after written notice;

- certain events of bankruptcy, insolvency or reorganization; and

- any other event of default as may be specified in the supplemental

indenture with respect to debt securities of such series.

(Section 501)

An Event of Default for a particular series of debt securities does not

necessarily constitute an Event of Default for any other series of debt

securities. The Trustee may withhold notice to the holders of debt securities of

any default (except in the payment of principal or interest) if the Trustee in

good faith determines the withholding of notice to be in the best interest of

the holders. (Section 602)

ACCELERATION OF DEBT UPON AN EVENT OF DEFAULT

If an Event of Default occurs either the Trustee or the holders of at least

25% in principal amount of the outstanding debt securities may declare the

principal amount of all the debt securities of the applicable series to be due

and payable immediately. (Section 502) If this happens, subject to certain

conditions, the holders of a majority of the outstanding principal amount of a

series of debt securities can void the declaration. These conditions include the

requirement that we have paid or deposited with the Trustee a sum sufficient to

pay all overdue principal and interest payments on the series of debt securities

subject to the default. (Section 502)

If an Event of Default occurs due to certain events of bankruptcy,

insolvency or reorganization, the principal amount of the outstanding debt

securities of all series will become immediately due and payable without any

declaration or other act on the part of either Trustee or any holder. (Section

502)

Depending on the terms of our indebtedness, an Event of Default under an

Indenture may cause a cross default on our other indebtedness.

DUTIES OF TRUSTEE

Other than its duties in the case of default, the Trustee is not obligated

to exercise any of its rights or powers under either Indenture at the request,

order or direction of any holders unless the holders offer the Trustee

reasonable indemnity. (Section 603)

If the holders provide reasonable indemnification, the holders of a

majority of principal amount of any series of debt securities may direct the

time, method and place of conducting any proceeding or any remedy available to

the Trustee, or exercising any power conferred upon the Trustee for any series

of debt securities. (Section 512)

COVENANTS

Under the Indentures, we will:

- pay the principal, interest and premium, if any, on the debt

securities when due;

- maintain a place of payment;

- deliver a report to the Trustee at the end of each fiscal year

reviewing our obligations under the Indentures; and

- deposit sufficient funds with any payment agent on or before the due

date for the payment of any principal, interest or premium, if any.

(Sections 1001, 1002, 1003 and 1005)

MODIFICATION OF INDENTURES

Each Indenture provides that we and the Trustee may, without the consent of

any holders of debt securities, enter into supplemental debt indentures for the

purposes, among other things, of:

- adding to our covenants;

- adding additional events of default;

- changing or eliminating any provisions of the indentures so long as

there are no holders entitled to the benefit of the provisions;

- establishing the form or terms of any series of debt securities; or

- curing ambiguities, defects or inconsistencies in the Indentures or

making any other provisions with respect to matters or questions

arising under the Indentures.

With specific exceptions, the Indentures or the rights of the holders of

the debt securities may be modified by us and the Trustee with the consent of

the holders of a majority of the outstanding principal amount of the debt

securities of each series affected by the modification, but no modification may

be made without the consent of the holders of each outstanding debt security

affected which would:

- change the maturity of any payment of principal of, or any premium on,

or any installment of interest on any debt security;

- change the terms of any sinking fund with respect to any debt

security;

- reduce the principal amount of, or the interest or any premium on, any

debt security upon redemption or repayment at the option of the

holder;

- change any place of payment where, or the currency in which, any debt

security or any premium or interest is payable;

- impair the right to sue for the enforcement of any payment on or with

respect to any debt security; or

- reduce the percentage in principal amount of outstanding debt

securities of any series required to consent to any supplemental debt

indenture, any waiver of compliance with provisions the Indenture or

specific defaults and their consequences provided for in the

Indentures, or otherwise modify the sections in the Indentures

relating to these consents.

CONSOLIDATION, MERGER AND SALE OF ASSETS

Each Indenture generally permits a consolidation or merger between us and

another company. They also permit us to sell all or substantially all of our

property and assets. If this happens, the remaining or acquiring company will

assume all of our responsibilities and liabilities under the Indentures,

including the payment of all amounts due on the debt securities and performance

of the covenants in the Indentures. (Sections 801 and 802)

We will only consolidate or merge with or into another company or sell all

or substantially all of our assets according to the terms and conditions of the

Indentures. The remaining or acquiring company will assume our obligations under

the Indentures with the same effect as if it had been an original party to the

Indentures and we shall be released from all our liabilities and obligations

under either Indenture and any debt securities. (Sections 801 and 802)

Thereafter, the successor company may exercise our rights and powers under

either Indenture, in our name or in its own name. Any act or proceeding required

or permitted to be done by our board of directors or any of our officers may be

done by the board or officers of the successor company.

DISCHARGE AND DEFEASANCE

We will be discharged from all obligations under the applicable indenture

with respect to any series of debt securities, except for surviving obligations

to register the transfer or exchange of the debt securities, if:

- all debt securities of the series previously authenticated and

delivered under the relevant indenture have been delivered to the

indenture trustee for cancellation; or

- all debt securities of that series have become due and payable or will

become due and payable, at maturity or by redemption, and we deposit

with the applicable trustee funds or government securities sufficient

to make payments on the debt securities of that series on the dates

those payments are due.

To exercise our right to be discharged, we must deliver the following to

the applicable trustee:

- an opinion of counsel to the effect that the holders will not

recognize income, gain or loss for federal income tax purposes as a

result of the exercise of such option and will be subject to U.S.

federal income tax on the same; and

- an officers' certificate stating that all conditions precedent to the

satisfaction and discharge of the applicable indenture have been

complied with.

In addition to our right of discharge described above, we may deposit with

the applicable trustee funds or government securities sufficient to make

payments on the debt securities of a series on the dates those payments are due

and payable, then, at our option, either of the following will occur:

- we will be discharged from our obligations with respect to the debt

securities of that series ("legal defeasance"); or

- we will no longer have any obligation to comply with the restrictive

covenants under the applicable indenture, and the related events of

default will no longer apply to us, but some of our other obligations

under the indenture and the debt securities of that series, including

our obligation to make payments on those debt securities, will survive

("covenant defeasance").

If we defease a series of debt securities, the holders of the debt

securities of the series affected will not be entitled to the benefits of the

applicable indenture, except for our obligations to:

- register the transfer or exchange of debt securities;

- replace stolen, lost or mutilated debt securities; and

- maintain paying agencies and hold moneys for payment in trust.

Unless we inform you otherwise in the prospectus supplement, we will be

required to deliver to the applicable trustee an opinion of counsel that the

deposit and related defeasance would not cause the holders of the debt

securities to recognize income, gain or loss for U.S. federal income tax

purposes. If we elect legal defeasance, that opinion of counsel must be based on

a ruling from the U.S. Internal Revenue Service or a change in law to that

effect.

PAYMENT AND PAYING AGENTS

Principal, interest and premium, if any, on fully registered securities

will be paid at designated places. Payment will be made by check mailed to the

person in whose name the debt securities are registered on the day specified in

the Indentures or any prospectus supplement. Payments in other forms will be

paid at a place designated by us and specified in a prospectus supplement.

(Section 307)

Fully registered securities may be transferred or exchanged at the

corporate trust office of the Trustee or at any other office or agency

maintained by us for such purposes without the payment of any service charge

except for any tax or governmental charge. (Section 1002)

GLOBAL SECURITIES

The debt securities of a series may be issued in the form of one or more

global certificates that will be deposited with a depositary or its nominee

identified in a prospectus supplement. We may issue global debt securities in

either temporary or permanent form. We will describe in the prospectus

supplement the terms of any depositary arrangement and the rights and

limitations of owners of beneficial interests in any global debt security.

DESCRIPTION OF CAPITAL STOCK

As of September 30, 2002, our authorized capital stock was 200,000,000

shares, all of which may be issued as shares of common stock and up to

15,169,320 of which may be issued as shares of preferred stock. As of that

date, we had 128,108,584 shares of common stock outstanding and no shares of

preferred stock outstanding.

COMMON STOCK

LISTING. Our common stock is listed on the New York Stock Exchange under

the symbol "KEG."

DIVIDENDS. Common stockholders may receive dividends when declared by the

board of directors. Dividends may be paid in cash, stock or another form.

However, certain of our existing debt agreements contain covenants that

currently restrict us from paying dividends. Additionally, in certain cases,

common stockholders may not receive dividends until we have satisfied our

obligations to any preferred stockholders.

FULLY PAID. All outstanding shares of common stock are fully paid and

non-assessable. Any additional common stock we issue will also be fully paid and

non-assessable.

VOTING RIGHTS. Common stockholders are entitled to one vote in the election

of directors and other matters for each share of common stock owned. Common

stockholders are not entitled to preemptive or cumulative voting rights.

OTHER RIGHTS. We will notify common stockholders of any stockholders'

meetings according to applicable law. If we liquidate, dissolve or wind-up our

business, either voluntarily or not, common stockholders will share equally in

the assets remaining after we pay our creditors and preferred stockholders.

TRANSFER AGENT AND REGISTRAR. Our transfer agent and registrar is American

Stock Transfer & Trust Company, New York, New York.

PREFERRED STOCK

Our board of directors can, without approval of our stockholders, issue one

or more series of preferred stock. The board can also determine the number of

shares of each series and the rights, preferences and limitations of each series

including the dividend rights, voting rights, conversion rights, redemption

rights and any liquidation preferences of any series of preferred stock, the

number of shares constituting each series and the terms and conditions of issue.

If we offer preferred stock, the specific terms will be described in a

prospectus supplement, including:

- the specific designation, number of shares, seniority and purchase

price;

- any liquidation preference per share;

- any date of maturity;

- any redemption, repayment or sinking fund provisions;

- any dividend rate or rates and the dates on which any such dividends

will be payable (or the method by which such rates or dates will be

determined);

- any voting rights;

- if other than the currency of the United States, the currency or

currencies including composite currencies in which such preferred

stock is denominated and/or in which payments will or may be payable;

- the method by which amounts in respect of such preferred stock may be

calculated and any commodities, currencies or indices, or value, rate

or price, relevant to such calculation;

- whether such preferred stock is convertible or exchangeable and, if

so, the securities or rights into which such preferred stock is

convertible or exchangeable, and the terms and conditions upon which

such conversions or exchanges will be effected including conversion or

exchange prices or rates, the conversion or exchange period and any

other related provisions;

- the place or places where dividends and other payments on the

preferred stock will be payable; and

- any additional voting, dividend, liquidation, redemption and other

rights, preferences, privileges, limitations and restrictions.

All shares of preferred stock offered will, when issued, be fully paid and

non-assessable.

The transfer agent, registrar, and dividend disbursement agent for a series

of preferred stock will be named in a prospectus supplement. The registrar for

shares of preferred stock will send notices to stockholders of any meetings at

which holders of the preferred stock have the right to elect directors or to

vote on any other matter.

In some cases, the issuance of preferred stock could delay a change in

control of us and make it harder to remove present management. Under certain

circumstances, preferred stock could also restrict dividend payments to common

stockholders.

DESCRIPTION OF WARRANTS

We may issue warrants, including warrants to purchase debt securities,

preferred stock, common stock or other securities. We may issue warrants

independently or together with other securities that may be attached to or

separate from the warrants.

If we issue warrants, we will do so under one or more warrant agreements

between us and a warrant agent that we will name in the prospectus supplement.

The prospectus supplement relating to any warrants being offered will

include specific terms relating to the offering. These terms will include some

or all of the following:

- the title of the warrants;

- the securities into which the warrants are exercisable;

- the exercise price;

- the aggregate number of warrants to be issued;

- the principal amount of securities purchasable upon exercise of each

warrant;

- the price or prices at which each warrant will be issued;

- the procedures for exercising the warrants;

- the date upon which the exercise of warrants will commence; and

- the expiration date, and any other material terms of the warrants.

PLAN OF DISTRIBUTION

We may sell the securities in and outside the United States (1) through

underwriters or dealers, (2) directly to purchasers or (3) through agents. The

prospectus supplement will set forth the following information:

- the terms of the offering;

- the names of any underwriters or agents;

- the name or names of any managing underwriter or underwriters;

- the purchase price of the securities from us;

- the net proceeds we will receive from the sale of the securities;

- any delayed delivery arrangements;

- any underwriting discounts, commissions and other items constituting

underwriters' compensation;

- the initial public offering price;

- any discounts or concessions allowed or reallowed or paid to dealers;

and

- any commissions paid to agents.

SALE THROUGH UNDERWRITERS OR DEALERS

If we use underwriters in the sale of the offered securities, the

underwriters will acquire the securities for their own account. The underwriters

may resell the securities from time to time in one or more transactions,

including negotiated transactions, at a fixed public offering price or at

varying prices determined at the time of sale. Underwriters may offer securities

to the public either through underwriting syndicates represented by one or more

managing underwriters or directly by one or more firms acting as underwriters.

Unless we inform you otherwise in the prospectus supplement, the obligations of

the underwriters to purchase the securities will be subject to several

conditions, and the underwriters will be obligated to purchase all the offered

securities if they purchase any of them. The underwriters may change from time

to time any initial public offering price and any discounts or concessions

allowed or reallowed or paid to dealers.

If we use underwriters in the sale of the offered securities, rules of the

SEC may limit the ability of the underwriters and certain selling group members

to bid for and purchase our securities until the distribution of the offered

securities is completed. As an exception to these rules, the underwriters are

permitted to engage in certain transactions that stabilize, maintain or

otherwise affect the price of the offered securities.

In connection with an underwritten offering, the underwriters may make

short sales of the offered securities and may purchase our securities on the

open market to cover positions created by short sales. Short sales involve the

sale by the underwriters of a greater number of securities than they are

required to purchase in the offering. "Covered" short sales are made in an

amount not greater than the over-allotment option we may grant to the

underwriters in connection with the offering. The underwriters may close out any

covered short position by either exercising the over-allotment option or

purchasing our securities in the open market. In determining the source of

securities to close out the covered short position, the underwriters will

consider, among other things, the price of securities available for purchase in

the open market as compared to the price at which they may purchase securities

through the over-allotment option. "Naked" short sales are sales in excess of

the over-allotment option. The underwriters must close out any naked short

position by purchasing our securities in the open market. A naked short position

is more likely to be created if the underwriters are concerned that there may be

downward pressure on the price of the securities in the open market after

pricing that could adversely affect investors who purchase in the offering.

The underwriters may also impose a penalty bid on certain selling group

members. This means that if the underwriters purchase our securities in the open

market to reduce the selling group members' short position or to stabilize the

price of the securities, they may reclaim the amount of the selling concession

from the selling group members who sold those securities as part of the

offering.

In general, purchases of a security for the purpose of stabilization or to

reduce a short position could cause the price of the security to be higher than

it might be in the absence of those purchases or those purchases could prevent

or retard a decline in the price of the security. The imposition of a penalty

bid might also have an effect on the price of a security to the extent that it

were to discourage resales of the security.

Neither we nor the underwriters will make any representation or prediction

as to the direction or magnitude of any effect that the transactions we describe

above may have on the price of the offered securities. In addition, neither we

nor the underwriters will make any representation that the underwriters will

engage in these transactions or that these transactions, once commenced, will

not be discontinued without notice.

If we use dealers in the sale of securities, we will sell the securities to

them as principals. They may then resell those securities to the public at

varying prices determined by the dealers at the time of resale. We will include

in the prospectus supplement the names of the dealers and the terms of the

transactions.

DIRECT SALES AND SALES THROUGH AGENTS

We may sell the securities directly. In that event, no underwriters or

agents would be involved. We may also sell the securities through agents we

designate from time to time. In the prospectus supplement, we will name any

agent involved in the offer or sale of the offered securities, and we will

describe any commissions payable by us to the agent. Unless we inform you

otherwise in the prospectus supplement, any agent will agree to use its

reasonable best efforts to solicit purchases for the period of its appointment.

We may sell the securities directly to institutional investors or others

who may be deemed to be underwriters within the meaning of the Securities Act

with respect to any sale of those securities. We will describe the terms of any

such sales in the prospectus supplement.

DELAYED DELIVERY CONTRACTS

If we so indicate in the prospectus supplement, we may authorize agents,

underwriters or dealers to solicit offers from selected types of institutions to

purchase securities from us at the public offering price under delayed delivery

contracts. These contracts would provide for payment and delivery on a specified

date in the future. The contracts would be subject only to those conditions

described in the prospectus supplement. The prospectus supplement will describe

the commission payable for solicitation of those contracts.

GENERAL INFORMATION

We may have agreements with the agents, dealers and underwriters to

indemnity them against civil liabilities, including liabilities under the

Securities Act, or to contribute with respect to payments that the agents,

dealers or underwriters may be required to make. Agents, dealers and

underwriters may be customers of, engage in transactions with or perform

services for us in the ordinary course of their businesses.

LEGAL MATTERS

Certain legal matters relating to the validity of the common stock, debt

securities, preferred stock and warrants will be passed upon by Porter & Hedges,

L.L.P., Houston, Texas.

EXPERTS

The consolidated financial statements and schedule of Key Energy Services,

Inc. as of June 30, 2002 and 2001, and for each of the years in the three-year

period ended June 30, 2002, have been incorporated by reference herein in

reliance upon the report of KPMG LLP, independent accountants, incorporated by

reference herein, and upon the authority of said firm as experts in accounting

and auditing. The audit report covering the June 30, 2002, financial statements

refers to a change in accounting for derivative instruments and hedging

activities in fiscal year 2001 and to a change in accounting for goodwill and

other intangible assets in fiscal year 2002.

The consolidated financial statements of Q Services, Inc. at December 31,

2001, and for each of the three years in the period ended December 31, 2001,

which are incorporated by reference into this registration statement on Form S-3

of which this prospectus forms a part, have been audited by Arthur Andersen LLP,

independent auditors, as set forth in their report thereon.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets

forth expenses payable by Key Energy Services, Inc. (the "Company") in

connection with the issuance and distribution of the securities being

registered. All the amounts shown are estimates, except the SEC registration

fee.

SEC registration fee.......................................... $ 46,000

Printing expenses............................................. 25,000

Legal fees and expenses....................................... 15,000

Accounting fees and expenses.................................. 5,000

Miscellaneous expenses........................................ 16,000

---------

Total.................................................. $ 107,000

=========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 2-418 of the

Maryland General Corporation Law provides that a corporation may indemnify any

director made a party to any proceeding against judgments, penalties, fines,

settlements and reasonable expenses, unless it is established that (i) the act

or omission of the director was material to the matter giving rise to the

proceeding and was committed in bad faith or was a result of deliberate

dishonesty, (ii) the director actually received an improper personal benefit or

(iii) in a criminal proceeding, the director had reasonable cause to believe the

act or omission was unlawful. A director may not be indemnified in any

proceeding charging improper personal benefit was improperly received and, in a

derivative action, there shall not be indemnification if a director has been

adjudged liable to the corporation. A director or officer of a corporation who

has been successful in the defense of any proceeding shall be indemnified

against reasonable costs incurred in such defense. Indemnification may not be

made unless authorized for a specific proceeding after determination by the

board of directors, special legal counsel or the stockholders that

indemnification is permissible because the director has met the requisite

standard of conduct.

Article Seventh of the Company's Amended and Restated Articles of

Incorporation, as amended (the "Charter"), provides that the Company shall

indemnify (i) its directors and officers, whether serving the Company or at its

request any other entity, to the full extent required or permitted by the

Maryland law, including the advance of expenses under the procedures and to the

full extent permitted by law and (ii) other employees and agents to such extent

permitted by law. The foregoing rights of indemnification are not exclusive of

any other rights to which those seeking indemnification may be entitled. The

Board of Directors may take such action as is necessary to carry out these

indemnification provisions and is expressly empowered to adopt, approve and

amend from time to time such By-laws, resolutions or contracts implementing such

provisions or such further indemnification arrangements as may be permitted by

the Maryland law. Furthermore, no director or officer of the Company shall be

personally liable to the Company or its stockholders for monetary damages for

breach of fiduciary duty as a director or an officer, except to the extent that

exculpation from liability is not permitted under the Maryland law as in effect

when such breach occurred. No amendment of the Charter or repeal of any of its

provisions shall limit or eliminate the limitations on liability provided to

directors and officers with respect to acts or omissions occurring prior to such

amendment or repeal.

II-1

ITEM 16. EXHIBITS.

EXHIBIT NO. DESCRIPTION

----------- ----------------------------------------------------------------

+1.1 -- Form of Underwriting Agreement

*4.1 -- Form of Senior Indenture

*4.2 -- Form of Subordinated Indenture

*5.1 -- Opinion of Porter & Hedges, L.L.P.

*12.1 -- Statement Regarding Computation of Ratio of Earnings to Fixed

Charges

23.1 -- Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)

*23.2 -- Consent of KPMG LLP

24.1 -- Power of Attorney (included on signature page)

24.2 -- Power of Attorney for Guarantors (included on signature page)

+25.1 -- Statement of Eligibility of Trustee on Form T-1

----------

* Filed herewith.

+ The Company will file as an exhibit to a current report on Form 8-K (i) any

underwriting agreement relating to the securities offered hereby or (ii) any

Statement of Eligibility and Qualification under the Trust Indenture Act of

1939, as amended, of the applicable trustee.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being

made of the securities registered hereby, a post-effective

amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of

the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising

after the effective date of this registration statement (or

the most recent post-effective amendment thereof) which,

individually or in the aggregate, represent a fundamental

change in the information set forth in the registration

statement; provided, however, that notwithstanding the

foregoing, any increase or decrease in volume of securities

offered (if the total dollar value of securities offered

would not exceed that which was registered) and any

deviation from the low or high end of the estimated maximum

offering range may be reflected in the form of prospectus

filed with the Securities and Exchange Commission pursuant

to Rule 424(b) if, in the aggregate, the changes in volume

and price represent no more than a 20% change in the

maximum aggregate offering price set forth in the

"Calculation of Registration Fee" table in the effective

registration statement; and

(iii) to include any material information with respect to the

plan of distribution not previously disclosed in the

registration statement or any material change to such

information in the registration statement;

provided, however, that the undertakings set forth in clauses (i)

and (ii) above do not apply if the information required to be

included in a post-effective amendment by those clauses is

contained in periodic reports filed by the registrant pursuant to

Section 13 or 15(d) of the Securities and Exchange Act of 1934

that are incorporated by reference in this registration

statement.

(2) That, for the purpose of determining any liability under the

Securities Act of 1933, each such post-effective amendment shall

be deemed to be a new registration statement relating to the

II-2

securities offered therein, and the offering of such securities

at that time shall be deemed to be the initial bona fide offering

thereof.

(3) To remove from registration by means of a post-effective

amendment any of the securities being registered which remain

unsold at the termination of the offering.

(4) That, for the purposes of determining any liability under the

Securities Act of 1933, each filing of the registrant's annual

report pursuant to Section 13(a) or 15(d) of the Securities and

Exchange Act of 1934 (and, where applicable, each filing of an

employee benefit plan's annual report pursuant to Section 15(a)

of the Securities Exchange Act of 1934) that is incorporated by

reference in this registration statement shall be deemed to be a

new registration statement relating to the securities offered

therein, and the offering of such securities at that time shall

be deemed to be the initial bona fide offering thereof.

(5) To file an application for the purpose of determining the

eligibility of the trustee to act under subsection (a) of Section

310 of the Trust Indenture Act in accordance with the rules and

regulations prescribed by the Commission under Section 305(b)(2)

of the Trust Indenture Act.

(6) That for purposes of determining any liability under the

Securities Act, the information omitted from the form of

prospectus filed as part of this registration statement in

reliance upon Rule 430A and contained in a form of prospectus

filed by the registrant pursuant to Rule 424(b)(1) or (4) or

497(h) under the Securities Act shall be deemed to be part of

this registration statement as of the time it was declared

effective.

(7) That for the purpose of determining any liability under the

Securities Act, each post-effective amendment that contains a

form of prospectus shall be deemed to be a new registration

statement relating to the securities offered therein, and the

offering of such securities at that time shall be deemed to be

the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act

of 1933 may be permitted to our directors, officers and controlling persons

pursuant to the foregoing provisions, or otherwise, we have been advised that in

the opinion of the Commission such indemnification is against public policy as

expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the

event that a claim for indemnification against such liabilities (other than the

payment by us of expenses incurred or paid by our director, officer or

controlling person in the successful defense of any action, suit or proceeding)

is asserted by such director, officer or controlling person in connection with

the securities being registered, we will, unless in the opinion of its counsel

the matter has been settled by controlling precedent, submit to a court of

appropriate jurisdiction the question whether such indemnification by them is

against public policy as expressed in the Securities Act of 1933 and will be

governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act, Key Energy Services,

Inc. certifies that it has reasonable grounds to believe that it meets all of

the requirements for filing on Form S-3 and has duly caused this registration

statement to be signed on its behalf by the undersigned, thereunto duly

authorized, in the City of New Hope, State of Pennsylvania on

January 30, 2003.

KEY ENERGY SERVICES, INC.

By: /s/ Francis D. John
-----------------------------------
Francis D. John,

Chairman of the Board, President

and Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended (the

"Securities Act"), this registration statement on Form S-3 has been signed below

by the following persons in the capacities and on the dates indicated; and each

of the undersigned officers and directors of Key Energy Services, Inc. hereby

severally constitutes and appoints Francis D. John and Jack D. Loftis, Jr., and

each of them, as true and lawful attorneys-in-fact and agents for the

undersigned, with full power of substitution, to do any and all acts and things

in our name and on our behalf in our capacities as directors and officers, and

to execute any and all instruments for us and in our names in the capacities

indicated below, which said attorneys-in-fact and agents, or either of them, may

deem necessary or advisable to enable said corporation to comply with the

Securities Act, and any rules, regulations and requirements of the Commission,

in connection with the filing of this registration statement, including

specifically without limitation, power and authority to sign for any of us, in

our names in the capacities indicated below, and any and all amendments thereto,

including without limitation any registration statements or post-effective

amendment thereof filed under and meeting the requirements of Rule 462(b) under

the Securities Act, hereby ratifying and confirming our signatures as they may

be signed by our attorneys to such Registration Statement and any and all

amendments thereto.

SIGNATURES TITLE DATE

--------------------- --------------------------------------- -----------------------------

Chairman of the Board, President January 30, 2003
/s/ FRANCIS D. JOHN
--------------------- and Chief Executive Officer

Francis D. John (Principal Executive Officer)

Director January 30, 2003
/s/ DAVID J. BREAZZANO
----------------------

David J. Breazzano

Director January 30, 2003
/s/ KEVIN P. COLLINS
----------------------
Kevin P. Collins

Director January 29, 2003
/s/ WILLIAM D. FERTIG
----------------------

William D. Fertig

Director January 30, 2003
/s/ W. PHILLIP MARCUM
----------------------

W. Phillip Marcum

Director January 30, 2003
/s/ J. ROBINSON WEST
----------------------

J. Robinson West

Director January 30, 2003
/s/ MORTON WOLKOWITZ
----------------------

Morton Wolkowitz

Executive Vice President, January 30, 2003
/s/ ROYCE W. MITCHELL
---------------------- Chief Financial Officer and

Royce W. Mitchell Chief Accounting Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, each Guarantor

certifies that it has reasonable grounds to believe that it meets all of the

requirements for filing on Form S-3 and has duly caused this registration

statement to be signed on its behalf by the undersigned, thereunto duly

authorized, in the City of New Hope, State of Pennsylvania on January 30, 2003.

BROOKS WELL SERVICING, INC., DAWSON

PRODUCTION ACQUISITION CORP., DAWSON

PRODUCTION MANAGEMENT, INC., DAWSON

PRODUCTION TAYLOR, INC., KALKASKA

OILFIELD SERVICES, INC., KEY ENERGY

DRILLING, INC., KEY ENERGY SERVICES --

CALIFORNIA, INC., KEY ENERGY SERVICES --

SOUTH TEXAS, INC., KEY FOUR CORNERS,

INC., KEY ROCKY MOUNTAIN, INC., ODESSA

EXPLORATION INCORPORATED, WATSON

OILFIELD SERVICE & SUPPLY, INC., WELL-CO

OIL SERVICE, INC., WELLTECH EASTERN,

INC., WELLTECH MID-CONTINENT, INC., YALE

E. KEY, INC., MISR KEY ENERGY SERVICES,

LLC, Q SERVICES, INC., Q.V. SERVICES,

INC., AND UNITRAK SERVICES HOLDING, INC.

By: /s/ JACK D. LOFTIS, JR.
------------------------------------
Jack D. Loftis, Jr., Vice President

DAWSON PRODUCTION PARTNERS, L.P.

By: DAWSON PRODUCTION MANAGEMENT, INC.,

AS SOLE GENERAL PARTNER

BROOKS WELL SERVICING BENEFICIAL, L.P.

By: BROOKS WELL SERVICING, INC.,

AS SOLE GENERAL PARTNER

KEY ENERGY DRILLING BENEFICIAL, L.P.

By: KEY ENERGY DRILLING, INC.,

AS SOLE GENERAL PARTNER

Q.V. SERVICES BENEFICIAL, L.P.

By: Q.V. SERVICES, INC.,

AS SOLE GENERAL PARTNER

UNITRAK SERVICES, L.P.

By: UNITRAK SERVICES HOLDING, INC.,

AS SOLE GENERAL PARTNER

WELLTECH MID-CONTINENT BENEFICIAL, LP

By: WELLTECH MID-CONTINENT, INC.,

AS SOLE GENERAL PARTNER

YALE E. KEY BENEFICIAL, LP

By: YALE E. KEY, INC.,

AS SOLE GENERAL PARTNER

By: /s/ JACK D. LOFTIS, JR.

---------------------------------------

Jack D. Loftis, Jr., Vice President

of each corporate general partner

listed above

Q ENERGY SERVICES, L.L.C.

Q.V. SERVICES, LLC

Q OIL & GAS SERVICES, LLC

BROOKS WELL SERVICING, LLC

KEY ENERGY DRILLING, LLC

UNITRAK SERVICES, LLC

YALE E. KEY, LLC

WELLTECH MID-CONTINENT, LLC

By: /s/ JACK D. LOFTIS, JR.

---------------------------------------

Jack D. Loftis, Jr., Manager of each

limited liability company listed above

AES ACQUISITION, L.P.

QUALITY TUBULAR SERVICES, L.P.

QUALITY OIL FIELD SERVICES, L.P.

Q PRODUCTION SERVICES, L.P.

Q.V. SERVICES OF TEXAS, L.P.

By: Q OIL & GAS SERVICES, LLC, the sole

general partner of each limited

partnership listed above

By: /s/ JACK D. LOFTIS, JR.

---------------------------------------

Jack D. Loftis, Jr., Manager

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended (the

"Securities Act"), this registration statement on Form S-3 has been signed below

by the following persons in the capacities and on the dates indicated; and each

of the undersigned officers and directors of the Guarantors hereby severally

constitutes and appoints Francis D. John and Jack D. Loftis, Jr., and each of

them, as true and lawful attorneys-in-fact and agents for the undersigned, with

full power of substitution, to do any and all acts and things in our name and on

our behalf in our capacities as directors and officers, and to execute any and

all instruments for us and in our names in the capacities indicated below, which

said attorneys-in-fact and agents, or either of them, may deem necessary or

advisable to enable said corporation to comply with the Securities Act, and any

rules, regulations and requirements of the Commission, in connection with the

filing of this registration statement, including specifically without

limitation, power and authority to sign for any of us, in our names in the

capacities indicated below, and any and all amendments thereto, including

without limitation any registration statements or post-effective amendment

thereof filed under and meeting the requirements of Rule 462(b) under the

Securities Act, hereby ratifying and confirming our signatures as they may be

signed by our attorneys to such Registration Statement and any and all

amendments thereto.

AES ACQUISITION, L.P.

BY: Q OIL & GAS SERVICES, LLC, AS SOLE GENERAL MANAGER

Manager
/s/ FRANCIS D. JOHN
------------------------------ (Principal Executive Officer) January 30, 2003

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ JAMES J. BYERLOTZER
------------------------------

James J. Byerlotzer

Manager January 30, 2003
/s/ ROYCE W. MITCHELL
------------------------------ (Principal Financial Officer and

Royce W. Mitchell Principal Accounting Officer)

Manager January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

BROOKS WELL SERVICING, INC.

President (Principal Executive January 30, 2003
/s/ JOE EUSTACE
------------------------------ Officer)

Joe Eustace

[here]

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

DAWSON PRODUCTION ACQUISITION CORP.

President and Director (Principal January 27, 2003
/s/ JOAN L. DOBRZYNSKI
------------------------------ Executive Officer)

Joan L. Dobrzynski

Director January 27, 2003
/s/ LISA OAKES
------------------------------

Lisa Oakes

Vice President, Treasurer and January 27, 2003
/s/ FRANCIS B. JACOBS, II
------------------------------ Director (Principal Accounting

Francis B. Jacobs, II Officer)

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
------------------------------ Financial Officer)

Royce W. Mitchell

DAWSON PRODUCTION MANAGEMENT, INC.

President, Chief Executive Officer January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------ and Director (Principal Executive

Francis D. John Officer)

Vice President and Treasurer January 30, 2003
/s/ ROYCE W. MITCHELL
------------------------------ (Principal Financial Officer and

Royce W. Mitchell Principal Accounting Officer)

DAWSON PRODUCTION PARTNERS, L.P.

BY: DAWSON PRODUCTION MANAGEMENT, INC. AS SOLE GENERAL PARTNER

President, Chief Executive Officer January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------ and Director (Principal Executive

Francis D. John Officer)

Vice President and Treasurer January 30, 2003
/s/ ROYCE W. MITCHELL
------------------------------ (Principal Financial Officer and

Royce W. Mitchell Principal Accounting Officer)

DAWSON PRODUCTION TAYLOR, INC.

President and Director (Principal January 27, 2003

Executive Officer)
/s/ JOAN L. DOBRZYNSKI
------------------------------

Joan L. Dobrzynski

Director January 27, 2003
/s/ LISA OAKES
------------------------------

Lisa Oakes

Vice President, Treasurer and January 27, 2003
/s/ FRANCIS B. JACOBS, II
------------------------------ Director (Principal Accounting

Francis B. Jacobs, II Officer)

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
------------------------------ Financial Officer)

Royce W. Mitchell

KALKASKA OILFIELD SERVICES, INC.

President (Principal Executive January 30, 2003
/s/ PHIL ALTMAN
------------------------------ Officer)

Phil Altman

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

KEY ENERGY DRILLING, INC.

President (Principal Executive January 30, 2003
/s/ STEVEN A. RICHARDS
------------------------------ Officer)

Steven A. Richards

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

KEY ENERGY SERVICES -- CALIFORNIA, INC.

President (Principal January 30, 2003
/s/ JAMES D. FLYNT
------------------------------ Executive Officer)

James D. Flynt

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

KEY ENERGY SERVICES -- SOUTH TEXAS, INC.

President (Principal Executive January 30, 2003
/s/ JOE EUSTACE
------------------------------ Officer)

Joe Eustace

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

KEY FOUR CORNERS, INC.

President (Principal January 30, 2003
/s/ RON FELLABAUM
------------------------------ Executive Officer

Ron Fellabaum

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

KEY ROCKY MOUNTAIN, INC.

President (Principal Executive January 30, 2003
/s/ JAMES D. FLYNT
------------------------------ Officer)

James D. Flynt

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

ODESSA EXPLORATION INCORPORATED

President January 30, 2003
/s/ W. BRUCE LOWE
------------------------------ and Treasurer (Principal

W. Bruce Lowe Executive Officer and Principal

Accounting Officer)

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
------------------------------ Financial Officer)

Royce W. Mitchell

WATSON OILFIELD SERVICE & SUPPLY, INC.

President (Principal Executive January 30, 2003
/s/ JAMES D. FLYNT
------------------------------ Officer)

James D. Flynt

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

WELL-CO OIL SERVICE, INC.

President (Principal Executive January 30, 2003
/s/ JAMES J. BYERLOTZER
------------------------------ Officer)

James J. Byerlotzer

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
------------------------------ Financial Officer)

Royce W. Mitchell

Treasurer and Asst. Secretary January 30, 2003
/s/ MATT SIMMONS
------------------------------ (Principal Accounting Officer)

Matt Simmons

WELLTECH EASTERN, INC.

President (Principal Executive January 30, 2003
/s/ MICHAEL R. FURROW
------------------------------ Officer)

Michael R. Furrow

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

WELLTECH MID-CONTINENT, INC.

President (Principal Executive January 30, 2003
/s/ MICHAEL R. FURROW
------------------------------ Officer)

Michael R. Furrow

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------

Francis D. John

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

BROOKS WELL SERVICING BENEFICIAL, L.P.

BY: BROOKS WELL SERVICING, INC., AS SOLE GENERAL PARTNER

President
/s/ JOE EUSTACE
------------------------------ (Principal Executive Officer) January 30, 2003

Joe Eustace

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------

Francis D. John

Vice President January 30, 2003
/s/ JACK D. LOFTIS, JR.
------------------------------

Jack D. Loftis, Jr.

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

BROOKS WELL SERVICING, LLC

Manager (Principal Executive Officer,

Principal Accounting Officer and January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------ Principal Financial Officer)

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ MICHAEL G. MORGAN
------------------------------

Michael G. Morgan

KEY ENERGY DRILLING BENEFICIAL, L.P.

BY: KEY ENERGY DRILLING, INC., AS SOLE GENERAL PARTNER

President
/s/ STEVEN A. RICHARDS
------------------------------ (Principal Executive Officer) January 30, 2003

Steven A. Richards

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------

Francis D. John

Vice President January 30, 2003
/s/ JACK D. LOFTIS, JR.
------------------------------

Jack D. Loftis, Jr.

Vice President (Principal January 30, 2003
/s/ ROYCE W. MITCHELL
------------------------------ Financial Officer and Principal

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

KEY ENERGY DRILLING, LLC

Manager (Principal Executive Officer,

Principal Accounting Officer and January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------ Principal Financial Officer)

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ MICHAEL G. MORGAN
------------------------------

Michael G. Morgan

MISR KEY ENERGY SERVICES, LLC

President and Chief Executive Officer January 30, 2003
/s/ THOMAS B. MURPHY
------------------------------

Thomas B. Murphy

Vice President (Principal Financial January 30, 2003
/s/ ROYCE W. MITCHELL
------------------------------ Officer and Principal

Royce W. Mitchell Accounting Officer)

BY: KEY ENERGY SERVICES, INC.,

AS SOLE MEMBER

Senior Vice President January 30, 2003
/s/ JACK D. LOFTIS, JR.
------------------------------

Jack D. Loftis, Jr.

Q ENERGY SERVICES, L.L.C.

Manager (Principal Executive Officer,
/s/ FRANCIS D. JOHN
------------------------------ Principal Accounting Officer and

Francis D. John Principal Financial Officer) January 30, 2003

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
------------------------------

Jack D. Loftis, Jr.

Manager January 27, 2003
/s/ JOAN L. DOBRZYNSKI
------------------------------

Joan L. Dobrzynski

Q OIL & GAS SERVICES, LLC

Manager
/s/ FRANCIS D. JOHN
------------------------------ (Principal Executive Officer) January 30, 2003

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ JAMES J. BYERLOTZER
------------------------------

James J. Byerlotzer

Manager
/s/ ROYCE W. MITCHELL
------------------------------ (Principal Financial Officer and January 30, 2003

Royce W. Mitchell Principal Accounting Officer)

Manager January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

Q PRODUCTION SERVICES, L.P.

BY: Q OIL & GAS SERVICES, LLC, AS SOLE GENERAL PARTNER

Manager
/s/ FRANCIS D. JOHN
------------------------------ (Principal Executive Officer) January 30, 2003

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ JAMES J. BYERLOTZER
------------------------------

James J. Byerlotzer

Manager
/s/ ROYCE W. MITCHELL
------------------------------ (Principal Financial Officer and January 30, 2003

Royce W. Mitchell Principal Accounting Officer)

Manager January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

Q SERVICES, INC.

President and Director
/s/ FRANCIS D. JOHN
------------------------------ (Principal Executive Officer) January 30, 2003

Francis D. John

Vice President and Treasurer
/s/ ROYCE W. MITCHELL
------------------------------ (Principal Financial Officer and January 30, 2003

Royce W. Mitchell Principal Accounting Officer)

QUALITY OIL FIELD SERVICES, L.P.

BY: Q OIL & GAS SERVICES, LLC, AS SOLE GENERAL PARTNER

Manager
/s/ FRANCIS D. JOHN
------------------------------ (Principal Executive Officer) January 30, 2003

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ JAMES J. BYERLOTZER
------------------------------

James J. Byerlotzer

Manager
/s/ ROYCE W. MITCHELL
------------------------------ (Principal Financial Officer and January 30, 2003

Royce W. Mitchell Principal Accounting Officer)

Manager January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

QUALITY TUBULAR SERVICES, L.P.

BY: Q OIL & GAS SERVICES, LLC, AS SOLE GENERAL PARTNER

Manager
/s/ FRANCIS D. JOHN
------------------------------ (Principal Executive Officer) January 30, 2003

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ JAMES J. BYERLOTZER
------------------------------

James J. Byerlotzer

Manager
/s/ ROYCE W. MITCHELL
------------------------------ (Principal Financial Officer and January 30, 2003

Royce W. Mitchell Principal Accounting Officer)

Manager January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

Q.V. SERVICES, INC.

President
/s/ SCOTT JONES
------------------------------ (Principal Executive Officer) January 30, 2003

Scott Jones

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------

Francis D. John

Vice President January 30, 2003
/s/ JACK D. LOFTIS, JR.
------------------------------

Jack D. Loftis, Jr.

Vice President (Principal
/s/ ROYCE W. MITCHELL
------------------------------ Financial Officer and Principal January 30, 2003

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

Q.V. SERVICES, LLC

Manager (Principal Executive Officer,

Principal Accounting Officer and
/s/ FRANCIS D. JOHN
------------------------------ Principal Financial Officer) January 30, 2003

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ MICHAEL G. MORGAN
------------------------------

Michael G. Morgan

Q.V. SERVICES BENEFICIAL, L.P.

BY: Q.V. SERVICES, INC., AS SOLE GENERAL PARTNER

President
/s/ SCOTT JONES
------------------------------ (Principal Executive Officer) January 30, 2003

Scott Jones

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------

Francis D. John

Vice President January 30, 2003
/s/ JACK D. LOFTIS, JR.
------------------------------

Jack D. Loftis, Jr.

Vice President (Principal
/s/ ROYCE W. MITCHELL
------------------------------ Financial Officer and Principal January 30, 2003

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

Q.V. SERVICES OF TEXAS, L.P.

BY: Q OIL & GAS SERVICES, LLC, AS SOLE GENERAL PARTNER

Manager
/s/ FRANCIS D. JOHN
------------------------------ (Principal Executive Officer) January 30, 2003

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ JAMES J. BYERLOTZER
------------------------------

James J. Byerlotzer

Manager
/s/ ROYCE W. MITCHELL
------------------------------ (Principal Financial Officer and January 30, 2003

Royce W. Mitchell Principal Accounting Officer)

Manager January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

UNITRAK SERVICES HOLDING, INC.

President
/s/ W. BRUCE LOWE
------------------------------ (Principal Executive Officer) January 30, 2003

W. Bruce Lowe

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------

Francis D. John

Vice President (Principal
/s/ ROYCE W. MITCHELL
------------------------------ Financial Officer and Principal January 30, 2003

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

UNITRAK SERVICES, LLC

Manager (Principal Executive Officer,

Principal Accounting Officer and
/s/ FRANCIS D. JOHN
------------------------------ Principal Financial Officer) January 30, 2003

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ MICHAEL G. MORGAN
------------------------------

Michael G. Morgan

UNITRAK SERVICES, L.P.

BY: UNITRAK SERVICES HOLDING, INC., AS SOLE GENERAL PARTNER

President
/s/ W. BRUCE LOWE
------------------------------ (Principal Executive Officer) January 30, 2003

W. Bruce Lowe

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------

Francis D. John

Vice President January 30, 2003
/s/ JACK D. LOFTIS, JR.
------------------------------

Jack D. Loftis, Jr.

Vice President (Principal
/s/ ROYCE W. MITCHELL
------------------------------ Financial Officer and Principal January 30, 2003

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

WELLTECH MID-CONTINENT BENEFICIAL, L.P.

BY: WELLTECH MID-CONTINENT, INC., AS SOLE GENERAL PARTNER

President
/s/ MICHAEL R. FURROW
------------------------------ (Principal Executive Officer) January 30, 2003

Michael R. Furrow

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------

Francis D. John

Vice President January 30, 2003
/s/ JACK D. LOFTIS, JR.
------------------------------

Jack D. Loftis, Jr.

Vice President (Principal
/s/ ROYCE W. MITCHELL
------------------------------ Financial Officer and Principal January 30, 2003

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

WELLTECH MID-CONTINENT, LLC

Manager (Principal Executive Officer,

Principal Accounting Officer and
/s/ FRANCIS D. JOHN
------------------------------ Principal Financial Officer) January 30, 2003

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ MICHAEL G. MORGAN
------------------------------

Michael G. Morgan

YALE E. KEY BENEFICIAL, L.P.

BY: YALE E. KEY, INC., AS SOLE GENERAL PARTNER

President
/s/ TOMMY PIPES
------------------------------ (Principal Executive Officer) January 30, 2003

Tommy Pipes

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------

Francis D. John

Vice President (Principal
/s/ ROYCE W. MITCHELL
------------------------------ Financial Officer and Principal January 30, 2003

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

YALE E. KEY INC.

President
/s/ TOMMY PIPES
------------------------------ (Principal Executive Officer) January 30, 2003

Tommy Pipes

Vice President and Director January 30, 2003
/s/ FRANCIS D. JOHN
------------------------------

Francis D. John

Vice President (Principal
/s/ ROYCE W. MITCHELL
------------------------------ Financial Officer and Principal January 30, 2003

Royce W. Mitchell Accounting Officer)

Vice President and Treasurer January 30, 2003
/s/ PHILLIP M. BURCH
------------------------------

Phillip M. Burch

YALE E. KEY, LLC

Manager (Principal Executive Officer,

Principal Accounting Officer and
/s/ FRANCIS D. JOHN
------------------------------ Principal Financial Officer) January 30, 2003

Francis D. John

Manager January 30, 2003
/s/ JACK D. LOFTIS, JR.
------------------------------

Jack D. Loftis, Jr.

Manager January 30, 2003
/s/ MICHAEL G. MORGAN
------------------------------

Michael G. Morgan

EXHIBITS

EXHIBIT NO. DESCRIPTION

----------- ----------------------------------------------------------------

+1.1 -- Form of Underwriting Agreement

*4.1 -- Form of Senior Indenture

*4.2 -- Form of Subordinated Indenture

*5.1 -- Opinion of Porter & Hedges, L.L.P.

*12.1 -- Statement Regarding Computation of Ratio of Earnings to Fixed

Charges

23.1 -- Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)

*23.2 -- Consent of KPMG LLP

24.1 Power of Attorney (included on signature page)

24.2 -- Power of Attorney for Guarantors (included on signature page)

+25.1 -- Statement of Eligibility of Trustee on Form T-1

----------

* Filed herewith.

+ The Company will file as an exhibit to a current report on Form 8-K (i) any

underwriting agreement relating to the securities offered hereby or (ii) any

Statement of Eligibility and Qualification under the Trust Indenture Act of

1939, as amended, of the applicable trustee.