8-K

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

               Date of Report (Date of Earliest Event Reported):
                       February 4, 2011(January 20, 2011)
                       ----------------------------------

                           BEST ENERGY SERVICES, INC.
             (Exact name of registrant as specified in its charter)

           Nevada                       000-53260              02-0789714
- --------------------------------------------------------------------------------
(State or other jurisdiction     (Commission File Number)     (IRS Employer
     of incorporation)                                      Identification No.)

     5433 Westheimer Road, Suite 825, Houston, TX             77056
- --------------------------------------------------------------------------------
       (Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code(713) 933-2600
                                                  --------------

                                      n/a
   (Former name, former address and former fiscal year, if changed since last
                                    report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



ITEM  8.01.  OTHER  EVENTS.

On  January  31,  2011,  Best Energy Services, Inc. (the "Company") entered into
Amendment  No. 17 to its Revolving Credit, Term Loan and Security Agreement with
PNC  Bank,  National  Association  ("PNC"). The amendment increases the "Special
Advance  Amount"  available  to  the Company from 1,750,000 to 1,856,250 between
December  21, 2010 and February 28, 2011, for the express and limited purpose of
moving rigs to the Eagle Ford in South Texas.  In connection with amendment, the
Company  issued  PNC  a warrant to purchase 250,000 shares of common stock for a
period  of  5  years  at  an  exercise  price  of  $0.10.

The  Company has also filed herewith Amendment No. 16 to the agreement with PNC.
The  amendment  increases  the "Special Advance Amount" available to the Company
from  1,750,000 to 1,875,000 between December 21, 2010 and January 31, 2011, for
the express and limited purpose of moving rigs to the Eagle Ford in South Texas.
In  connection  with  amendment,  the  Company  issued PNC a warrant to purchase
250,000  shares  of common stock for a period of 5 years at an exercise price of
$0.10.

ITEM  9.01.  EXHIBITS

10.1     Amendment  No.  16  to  the  Revolving  Credit,  Term Loan and Security
Agreement  among  Best  Energy Services, Inc., Bob Beeman Drilling Company, Best
Well  Service, Inc. and financial institutions represented by PNC Bank, National
Association  dated  January  20,  2011.

10.2     Amendment  No.  17  to  the  Revolving  Credit,  Term Loan and Security
Agreement  among  Best  Energy Services, Inc., Bob Beeman Drilling Company, Best
Well  Service, Inc. and financial institutions represented by PNC Bank, National
Association  dated  January  31,  2011.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                           BEST ENERGY SERVICES, INC.
                                           (Registrant)

Dated: February 4, 2011                    By: \s\Mark Harrington
                                               ------------------
                                           Mark Harrington
                                           Chief Executive Office

EX-10.1

                                AMENDMENT NO.16
             TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
             -----------------------------------------------------

     THIS  AMENDMENT NO. 16 (this "Agreement") is entered into as of January 19,
2011,  by and among BEST ENERGY SERVICES, INC (f/k/a HYBROOK RESOURCES CORP.), a
corporation organized under the laws of the State of Nevada ("Best"), BOB BEEMAN
DRILLING  COMPANY,  a  corporation organized under the laws of the State of Utah
("BBD")  and  BEST WELL SERVICE, INC., a corporation organized under the laws of
the  State  of  Kansas  ("BWS")  (Best,  BBD  and  BWS,  each  a "Borrower", and
collectively  "Borrowers"),  the  financial  institutions  party  hereto
(collectively, the "Lenders" and individually a "Lender") and PNC BANK, NATIONAL
ASSOCIATION  ("PNC"), as agent for Lenders (PNC, in such capacity, the "Agent").

                                   BACKGROUND
                                   ----------

Borrowers,  Lenders and Agent are parties to that certain Revolving Credit, Term
Loan and Security Agreement dated as of February 14, 2008 (as amended, restated,
supplemented  or  otherwise  modified  from  time to time, the "Loan Agreement")
pursuant  to  which  Agent  and Lenders provide Borrowers with certain financial
accommodations.

Borrowers  have requested that Agent and Lenders amend certain provisions of the
Loan Agreement as hereafter provided, and Agent and Lenders are willing to do so
on  the  terms  and  conditions  hereafter  set  forth.

NOW,  THEREFORE,  in  consideration  of  any  loan or advance or grant of credit
heretfore  or  hereafter  made  to  or  for the account of Borrowers by Agent or
Lenders,  and  for  other  good  and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

1.     Definitions.  All  capitalized  terms  not  otherwise  defined or amended
       -----------
herein  shall  have  the  meanings  given  to  them  in  the  Loan  Agreement.

2.     Reservation  of  Rights: Borrowers acknowledge that the Events of Default
       -----------------------
set  forth  on Schedule I hereto (the "Existing Defaults") have occurred and are
               ----------
continuing  under  the  Loan  Agreement.

(a)     As  a  result of the Existing Defaults, Agent has the immediate right to
exercise  its  rights and remedies under the Loan Agreement, the Other Documents
or  at  law.

(b)     To the extent Agent makes any additional Advances after the date hereof,
such  Advances shall not constitute either a waiver of, nor agreement to forbear
by  Agent with respect to the Existing Defaults or any future violation or Event
of  Default  under the Loan Agreement or the Other Documents, including, without
limitation,  the  Existing Default.  No such additional Advances by Agent shall,
directly  or  indirectly,  in any way whatsoever, impair, prejudice or otherwise
adversely effect Agent's right at any time and from time to time to exercise any
right,  privilege  or  remedy  in  connection with the Loan Agreement or related


documents or amend or alter the provisions of the Loan Agreement or the Other
Documents or constitute a course of dealing or other basis for altering any
Obligation of Borrowers or any other Person or any right, privilege or remedy of
Agent under the Loan Agreement or the Other Documents.

     (c)     Although  Agent  is  not presently taking any immediate action with
respect  to  the  Existing  Defaults  except  as  set  forth above, Agent hereby
reserves  all  its  rights  and  remedies  under  the  Loan Agreement, the Other
Documents and applicable law, and its election not to exercise any such right or
remedy at the present time shall not (a) preclude Agent from ceasing at any time
to  make  Advances,  (b) limit in any manner whatsoever Borrowers' obligation to
comply with, and Agent's right to insist on Borrowers' compliance with, each and
every  term  of  the  Loan Agreement and the Other Documents or (c) constitute a
waiver  of  any Event of Default or any right or remedy available to Agent under
the  Loan  Agreement,  the  Other  Documents or applicable law, and Agent hereby
expressly  reserves  its  rights  with  respect  to  the  same.

(d)     No  failure  or  delay  on  the part of Agent in exercising any right or
remedy  under  the Loan Agreement and no course of dealing between Borrowers and
Agent shall operate as a waiver of any such right or remedy nor shall any single
or partial exercise of any right or remedy under the Loan Agreement preclude any
other  or  further exercise thereof or the exercise of any other right or remedy
under  the  Loan  Agreement.  Agent  expressly  reserves  all  of its rights and
remedies  under  the  Loan  Agreement.

3.     Consent.  Subject  to  the  satisfaction  of  Section  5 below, Agent and
       -------
Lenders  consent  to Best issuing common stock to [a shareholder] and agree that
any  proceeds from an issuance of common stock to [the shareholder] shall not be
required  to  be  applied  to  repay the Term Loan or reduce the Special Advance
Amount  (although  such  proceeds  shall  be  applied  to reduce the outstanding
Revolving  Advances,  subject to Borrowers' ability to reborrow same) and may be
utilized by Borrowers for their working capital needs and as otherwise permitted
by  the  Loan  Agreement.  If  [the  shareholder]'s  investment  in  Best is not
structured as a purchase of common stock of Best or if the investment is made by
a  Person  other  than  [the  shareholder], the identity of the investor and the
structure, terms and conditions of such investment must be satisfactory to Agent
in  all  respects.

4.     Amendments  to  Loan Agreement.  Subject to the satisfaction of Section 5
       ------------------------------
below,  the  Loan  Agreement  is  hereby  amended  as  follows:

(a)     The definition of Special Advance Amount set forth in Section 1.1 of the
Loan  Agreement  is  hereby  amended to read in its entirety as set forth below:

"Special  Advance Amount" shall mean (w) $1,750,000, prior to December 21, 2010,
 -----------------------
(x)  $1,856,250  from  December 21, 2010 through and including January 31, 2011,
(y)  $1,750,000  from  January 15, 2011 through and including March 30, 2011 and
(z)  $0  on  and  after  March  31,  2011.


(b)     The  Borrowers  covenant  and  agree  that  the incremental availability
created  by  the  increase  in  the  Special  Advance  Amount  for  the  period
contemplated by this Agreement will be used solely for the purpose of mobilizing
to  rigs  to the Eagle Ford in South Texas and, if requested by Agent, Borrowers
will provide a certification to Agent that the incremental availability is being
used  for such purpose.  For the avoidance of doubt, it is understood and agreed
that  (x)  the  terms and conditions of any issuance of convertible subordinated
notes  issued by Best shall be satisfactory to Agent in all respects and (y) all
proceeds  received by Borrowers from an issuance of any convertible subordinated
notes  shall be utilized to repay Revolving Advances with a concurrent reduction
of  the  Special  Advance  Amount.

     5.     Conditions  of Effectiveness.  This Agreement shall become effective
            ----------------------------
when  Agent  shall  have  received:

(a)     four  (4)  copies of this Agreement executed by the Required Lenders and
each  Borrower;

(b)     a  common  stock  purchase warrant for 250,000 shares of common stock of
Best  at an exercise price of $0.10 per share in form and substance satisfactory
to  Agent  and  its  counsel;

(c)     such other certificates, instruments, documents, agreements and opinions
of counsel as may be required by Agent or its counsel, each of which shall be in
form  and  substance  satisfactory  to  Agent  and  its  counsel.

6.     Representations,  Warranties  and  Covenants.  Each  Borrower  hereby
       --------------------------------------------
represents,  warrants  and  covenants  as  follows:

(a)     This  Agreement  and  the  Loan  Agreement  constitute  legal, valid and
binding  obligations  of such Borrower and are enforceable against such Borrower
in  accordance  with  their  respective  terms.

(b)     Upon the effectiveness of this Agreement, each Borrower hereby reaffirms
all  covenants, representations and warranties made in the Loan Agreement to the
extent  the  same  are  not  amended  or  waived hereby and agrees that all such
covenants, representations and warranties shall be deemed to have been remade as
of  the  effective  date  of  this  Agreement.

(c)     The  execution, delivery and performance of this Agreement and all other
documents  in  connection  therewith  has  been duly authorized by all necessary
corporate  action,  and  does not contravene, violate or cause the breach of any
agreement,  judgment,  order,  law  or  regulation  applicable  to any Borrower.

(d)     No  Event  of Default or Default has occurred and is continuing or would
exist  after  giving effect to this Agreement (other than the Existing Default).

(e)     No  Borrower has any defense, counterclaim or offset with respect to the
Loan  Agreement  or  the  Obligations.


7.     Effect  on  the  Loan  Agreement.
       --------------------------------

     (a)     Upon the effectiveness of this Agreement, each reference in the
Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of
like import shall mean and be a reference to the Loan Agreement as amended
hereby.  Except as specifically amended herein, the Loan Agreement, and all
other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.  This Agreement shall constitute an "Other Document" for
all purposes under the Loan Agreement.

     (b)     Except  as  expressly  provided herein, the execution, delivery and
effectiveness  of  this  Agreement  shall  not operate as a waiver of any right,
power or remedy of Agent or any Lender, nor constitute a waiver of any provision
of  the  Loan  Agreement,  or  any  other  documents,  instruments or agreements
executed  and/or  delivered  under  or  in  connection  therewith.

8.     Release.  The  Borrowers  hereby acknowledge and agree that:  (a) neither
       -------
they nor any of their Affiliates have any claim or cause of action against Agent
or  any  Lender  (or  any  of  Agent's  or  any  Lender's  Affiliates, officers,
directors,  employees,  attorneys, consultants or agents) and (b) Agent and each
Lender  have  heretofore properly performed and satisfied in a timely manner all
of  their  respective  obligations to the Borrowers under the Loan Agreement and
the  Other Documents.  Notwithstanding the foregoing, Agent and each Lender wish
(and the Borrowers agree) to eliminate any possibility that any past conditions,
acts,  omissions,  events  or  circumstances would impair or otherwise adversely
affect  any  of  Agent's  or  such  Lender's  rights, interests, security and/or
remedies under the Loan Agreement and the Other Documents.  Accordingly, for and
in  consideration  of  the agreements contained in this Agreement and other good
and valuable consideration, each Borrower (for itself and its Affiliates and the
successors, assigns, heirs and representatives of each of the foregoing) (each a
"Releasor"  and  collectively,  the  "Releasors")  does  hereby  fully, finally,
unconditionally and irrevocably release and forever discharge Agent, each Lender
and  each  of  their  respective  Affiliates,  officers,  directors,  employees,
attorneys, consultants and agents (each a "Released Party" and collectively, the
"Released Parties") from any and all debts, claims, obligations, damages, costs,
attorneys' fees, suits, demands, liabilities, actions, proceedings and causes of
action,  in  each case, whether known or unknown, contingent or fixed, direct or
indirect,  and  of  whatever  nature  or  description,  and whether in law or in
equity,  under  contract,  tort,  statute  or  otherwise, which any Releasor has
heretofore  had  or now or hereafter can, shall or may have against any Released
Party  by  reason of any act, omission or thing whatsoever done or omitted to be
done on or prior to the date hereof arising out of, connected with or related in
any way to this Agreement, the Loan Agreement or any Other Document, or any act,
event  or  transaction  related or attendant thereto, or Agent's or any Lender's
agreements  contained  therein,  or the possession, use, operation or control of
any  of  the  assets  of  agreements  contained therein, or the possession, use,
operation or control of any of the assets of the Borrowers, or the making of any
advance,  or  the  management  of  such  advance  or  the  Collateral.



9.     Governing  Law.  This  Agreement  shall  be binding upon and inure to the
       --------------
benefit  of  the  parties hereto and their respective successors and assigns and
shall  be  governed by and construed in accordance with the laws of the State of
New  York  (other  than  those  conflict  of  law  rules that would defer to the
substantive  law  of  another  jurisdiction).

10.     Cost and Expenses.   Borrowers hereby agree to pay the Agent, on
        -----------------
demand, all costs and reasonable expenses (including reasonable attorneys' fees
and legal expenses) incurred in connection with this Agreement and any
instruments or documents contemplated hereunder.

11.     Headings.  Section  headings  in  this Agreement are included herein for
        --------
convenience  of reference only and shall not constitute a part of this Agreement
for  any  other  purpose.

12.     Counterparts;  Facsimile  Signatures.  This Agreement may be executed by
        ------------------------------------
the  parties hereto in one or more counterparts of the entire document or of the
signature  pages  hereto,  each  of which shall be deemed an original and all of
which taken together shall constitute one and the same agreement.  Any signature
received  by  facsimile  or  electronic transmission shall be deemed an original
signature  hereto.




                  [Remainder of page intentionally left blank]





















     IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and
year  first  written  above.


                         PNC BANK, NATIONAL ASSOCIATION,
                         as Lender and as Agent


                         By:__________________________
                         Name:
                         Title:


                         BEST ENERGY SERVICES, INC.



                         By:__________________________
                         Name:
                         Title:


                         BOB BEEMAN DRILLING COMPANY


                         By:__________________________
                         Name:
                         Title:


                         BEST WELL SERVICE, INC.


                         By:__________________________
                         Name:
                         Title:




                      [Signature Page to Amendment No. 16]




                                   SCHEDULE I

                                Existing Default

     1.     An  Event  of  Default  as a result of the Borrowers' failure to pay
certain  taxes  as  required  pursuant  to  Section  4.13 of the Loan Agreement.

     2.     An Event of Default as a result of the imposition of tax Liens as
evidenced by (i) that certain Tax Warrant of the Kansas Department of Revenue
and (ii) the Notices of Federal Tax Lien received from the Internal Revenue
Service and attached hereto as Exhibit A.
                               ---------
     3.     Events of Default as a result of Borrowers' failure to comply with
the financial covenants set forth in Section 6.5(a) the Loan Agreement for the
fiscal quarter ended September 30, 2010.

EX-10.2

                                AMENDMENT NO.17
             TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
             -----------------------------------------------------

     THIS  AMENDMENT NO. 17 (this "Agreement") is entered into as of January 31,
2011,  by and among BEST ENERGY SERVICES, INC (f/k/a HYBROOK RESOURCES CORP.), a
corporation organized under the laws of the State of Nevada ("Best"), BOB BEEMAN
DRILLING  COMPANY,  a  corporation organized under the laws of the State of Utah
("BBD")  and  BEST WELL SERVICE, INC., a corporation organized under the laws of
the  State  of  Kansas  ("BWS")  (Best,  BBD  and  BWS,  each  a "Borrower", and
collectively  "Borrowers"),  the  financial  institutions  party  hereto
(collectively, the "Lenders" and individually a "Lender") and PNC BANK, NATIONAL
ASSOCIATION  ("PNC"), as agent for Lenders (PNC, in such capacity, the "Agent").

                                   BACKGROUND
                                   ----------

Borrowers,  Lenders and Agent are parties to that certain Revolving Credit, Term
Loan and Security Agreement dated as of February 14, 2008 (as amended, restated,
supplemented  or  otherwise  modified  from  time to time, the "Loan Agreement")
pursuant  to  which  Agent  and Lenders provide Borrowers with certain financial
accommodations.

Borrowers  have requested that Agent and Lenders amend certain provisions of the
Loan Agreement as hereafter provided, and Agent and Lenders are willing to do so
on  the  terms  and  conditions  hereafter  set  forth.

NOW,  THEREFORE,  in  consideration  of  any  loan or advance or grant of credit
heretofore  or  hereafter  made  to  or for the account of Borrowers by Agent or
Lenders,  and  for  other  good  and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

1.     Definitions.  All  capitalized  terms  not  otherwise  defined or amended
       -----------
herein  shall  have  the  meanings  given  to  them  in  the  Loan  Agreement.

2.     Reservation  of  Rights: Borrowers acknowledge that the Events of Default
       -----------------------
set  forth  on Schedule I hereto (the "Existing Defaults") have occurred and are
               ----------
continuing  under  the  Loan  Agreement.

(a)     As  a  result of the Existing Defaults, Agent has the immediate right to
exercise  its  rights and remedies under the Loan Agreement, the Other Documents
or  at  law.

(b)     To the extent Agent makes any additional Advances after the date hereof,
such  Advances shall not constitute either a waiver of, nor agreement to forbear
by  Agent with respect to the Existing Defaults or any future violation or Event
of  Default  under the Loan Agreement or the Other Documents, including, without
limitation,  the  Existing Default.  No such additional Advances by Agent shall,
directly  or  indirectly,  in any way whatsoever, impair, prejudice or otherwise
adversely  effect  Agent's  right  at  any  time  and  from  time  to  time  to


exercise any right, privilege or remedy in connection with the Loan Agreement or
related documents or amend or alter the provisions of the Loan Agreement or the
Other Documents or constitute a course of dealing or other basis for altering
any Obligation of Borrowers or any other Person or any right, privilege or
remedy of Agent under the Loan Agreement or the Other Documents.

(c)     Although Agent is not presently taking any immediate action with respect
to  the  Existing  Defaults except as set forth above, Agent hereby reserves all
its  rights  and  remedies  under  the  Loan  Agreement, the Other Documents and
applicable law, and its election not to exercise any such right or remedy at the
present  time  shall  not  (a)  preclude  Agent from ceasing at any time to make
Advances,  (b)  limit  in  any manner whatsoever Borrowers' obligation to comply
with,  and Agent's right to insist on Borrowers' compliance with, each and every
term of the Loan Agreement and the Other Documents or (c) constitute a waiver of
any  Event  of  Default or any right or remedy available to Agent under the Loan
Agreement,  the  Other  Documents  or applicable law, and Agent hereby expressly
reserves  its  rights  with  respect  to  the  same.

(d)     No  failure  or  delay  on  the part of Agent in exercising any right or
remedy  under  the Loan Agreement and no course of dealing between Borrowers and
Agent shall operate as a waiver of any such right or remedy nor shall any single
or partial exercise of any right or remedy under the Loan Agreement preclude any
other  or  further exercise thereof or the exercise of any other right or remedy
under  the  Loan  Agreement.  Agent  expressly  reserves  all  of its rights and
remedies  under  the  Loan  Agreement.

3.     Amendments  to  Loan Agreement.  Subject to the satisfaction of Section 4
       ------------------------------
below,  the  Loan  Agreement  is  hereby  amended  as  follows:

(a)     The definition of Special Advance Amount set forth in Section 1.1 of the
Loan  Agreement  is  hereby  amended to read in its entirety as set forth below:

"Special  Advance Amount" shall mean (w) $1,750,000, prior to December 21, 2010,
 -----------------------
(x)  $1,856,250  from December 21, 2010 through and including February 28, 2011,
(y)  $1,750,000  from March 1, 2011 through and including March 30, 2011 and (z)
$0  on  and  after  March  31,  2011.
     (b)     The  Borrowers covenant and agree that the incremental availability
created  by  the  increase  in  the  Special  Advance  Amount  for  the  period
contemplated by this Agreement will be used solely for the purpose of mobilizing
to  rigs  to the Eagle Ford in South Texas and, if requested by Agent, Borrowers
will provide a certification to Agent that the incremental availability is being
used  for such purpose.  For the avoidance of doubt, it is understood and agreed
that  (x)  the  terms and conditions of any issuance of convertible subordinated
notes  issued by Best shall be satisfactory to Agent in all respects and (y) all
proceeds  received by Borrowers from an issuance of any convertible subordinated
notes  shall be utilized to repay Revolving Advances with a concurrent reduction
of  the  Special  Advance  Amount.


4.     Conditions  of Effectiveness.  This Agreement shall become effective when
       ----------------------------
Agent  shall  have  received:

(a)     four  (4)  copies of this Agreement executed by the Required Lenders and
each  Borrower;

(b)     a  common  stock  purchase warrant for 250,000 shares of common stock of
Best  at an exercise price of $0.10 per share in form and substance satisfactory
to  Agent  and  its  counsel;

(c)     such other certificates, instruments, documents, agreements and opinions
of counsel as may be required by Agent or its counsel, each of which shall be in
form  and  substance  satisfactory  to  Agent  and  its  counsel.

5.     Representations,  Warranties  and  Covenants.  Each  Borrower  hereby
       --------------------------------------------
represents,  warrants  and  covenants  as  follows:

(a)     This  Agreement  and  the  Loan  Agreement  constitute  legal, valid and
binding  obligations  of such Borrower and are enforceable against such Borrower
in  accordance  with  their  respective  terms.

(b)     Upon the effectiveness of this Agreement, each Borrower hereby reaffirms
all  covenants, representations and warranties made in the Loan Agreement to the
extent  the  same  are  not  amended  or  waived hereby and agrees that all such
covenants, representations and warranties shall be deemed to have been remade as
of  the  effective  date  of  this  Agreement.

(c)     The  execution, delivery and performance of this Agreement and all other
documents  in  connection  therewith  has  been duly authorized by all necessary
corporate  action,  and  does not contravene, violate or cause the breach of any
agreement,  judgment,  order,  law  or  regulation  applicable  to any Borrower.

(d)     No  Event  of Default or Default has occurred and is continuing or would
exist  after  giving effect to this Agreement (other than the Existing Default).

(e)     No  Borrower has any defense, counterclaim or offset with respect to the
Loan  Agreement  or  the  Obligations.

6.     Effect  on  the  Loan  Agreement.
       --------------------------------

(a)     Upon  the  effectiveness  of  this Agreement, each reference in the Loan
Agreement  to "this Agreement," "hereunder," "hereof," "herein" or words of like
import  shall  mean  and be a reference to the Loan Agreement as amended hereby.
Except  as  specifically  amended  herein,  the  Loan  Agreement,  and all other
documents,  instruments  and  agreements executed and/or delivered in connection
therewith,  shall  remain  in full force and effect, and are hereby ratified and
confirmed.  This Agreement shall constitute an "Other Document" for all purposes
under  the  Loan  Agreement.



     (b)     Except  as  expressly  provided herein, the execution, delivery and
effectiveness  of  this  Agreement  shall  not operate as a waiver of any right,
power or remedy of Agent or any Lender, nor constitute a waiver of any provision
of  the  Loan  Agreement,  or  any  other  documents,  instruments or agreements
executed  and/or  delivered  under  or  in  connection  therewith.

7.     Release.  The  Borrowers  hereby acknowledge and agree that:  (a) neither
       -------
they nor any of their Affiliates have any claim or cause of action against Agent
or  any  Lender  (or  any  of  Agent's  or  any  Lender's  Affiliates, officers,
directors,  employees,  attorneys, consultants or agents) and (b) Agent and each
Lender  have  heretofore properly performed and satisfied in a timely manner all
of  their  respective  obligations to the Borrowers under the Loan Agreement and
the  Other Documents.  Notwithstanding the foregoing, Agent and each Lender wish
(and the Borrowers agree) to eliminate any possibility that any past conditions,
acts,  omissions,  events  or  circumstances would impair or otherwise adversely
affect  any  of  Agent's  or  such  Lender's  rights, interests, security and/or
remedies under the Loan Agreement and the Other Documents.  Accordingly, for and
in  consideration  of  the agreements contained in this Agreement and other good
and valuable consideration, each Borrower (for itself and its Affiliates and the
successors, assigns, heirs and representatives of each of the foregoing) (each a
"Releasor"  and  collectively,  the  "Releasors")  does  hereby  fully, finally,
unconditionally and irrevocably release and forever discharge Agent, each Lender
and  each  of  their  respective  Affiliates,  officers,  directors,  employees,
attorneys, consultants and agents (each a "Released Party" and collectively, the
"Released Parties") from any and all debts, claims, obligations, damages, costs,
attorneys' fees, suits, demands, liabilities, actions, proceedings and causes of
action,  in  each case, whether known or unknown, contingent or fixed, direct or
indirect,  and  of  whatever  nature  or  description,  and whether in law or in
equity,  under  contract,  tort,  statute  or  otherwise, which any Releasor has
heretofore  had  or now or hereafter can, shall or may have against any Released
Party  by  reason of any act, omission or thing whatsoever done or omitted to be
done on or prior to the date hereof arising out of, connected with or related in
any way to this Agreement, the Loan Agreement or any Other Document, or any act,
event  or  transaction  related or attendant thereto, or Agent's or any Lender's
agreements  contained  therein,  or the possession, use, operation or control of
any  of  the  assets  of  agreements  contained therein, or the possession, use,
operation or control of any of the assets of the Borrowers, or the making of any
advance,  or  the  management  of  such  advance  or  the  Collateral.

8.     Governing  Law.  This  Agreement  shall  be binding upon and inure to the
       --------------
benefit  of  the  parties hereto and their respective successors and assigns and
shall  be  governed by and construed in accordance with the laws of the State of
New  York  (other  than  those  conflict  of  law  rules that would defer to the
substantive  law  of  another  jurisdiction).

9.     Cost  and Expenses.   Borrowers hereby agree to pay the Agent, on demand,
       ------------------
all  costs  and  reasonable  expenses  (including reasonable attorneys' fees and
legal  expenses)  incurred in connection with this Agreement and any instruments
or  documents  contemplated  hereunder.


10.     Headings.  Section  headings  in  this Agreement are included herein for
        --------
convenience  of reference only and shall not constitute a part of this Agreement
for  any  other  purpose.

11.     Counterparts;  Facsimile  Signatures.  This Agreement may be executed by
        ------------------------------------
the  parties hereto in one or more counterparts of the entire document or of the
signature  pages  hereto,  each  of which shall be deemed an original and all of
which taken together shall constitute one and the same agreement.  Any signature
received  by  facsimile  or  electronic transmission shall be deemed an original
signature  hereto.




                  [Remainder of page intentionally left blank]






























     IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and
year  first  written  above.


                              PNC BANK, NATIONAL ASSOCIATION,
                              as Lender and as Agent


                              By:__________________________
                              Name:
                              Title:


                              BEST ENERGY SERVICES, INC.



                              By:__________________________
                              Name:
                              Title:


                              BOB BEEMAN DRILLING COMPANY


                              By:__________________________
                              Name:
                              Title:


                              BEST WELL SERVICE, INC.


                              By:__________________________
                              Name:
                              Title:




                      [Signature Page to Amendment No. 17]


Schedule I to Amendment No. 17

                                   SCHEDULE I

                                Existing Default

     1.     An  Event  of  Default  as a result of the Borrowers' failure to pay
certain  taxes  as  required  pursuant  to  Section  4.13 of the Loan Agreement.

     2.     An Event of Default as a result of the imposition of tax Liens as
evidenced by (i) that certain Tax Warrant of the Kansas Department of Revenue
and (ii) the Notices of Federal Tax Lien received from the Internal Revenue
Service and attached hereto as Exhibit A.
                               ---------
     3.     Events of Default as a result of Borrowers' failure to comply with
the financial covenants set forth in Section 6.5(a) the Loan Agreement for the
fiscal quarter ended September 30, 2010.