FORM OF NONQUALIFIED STOCK OPTION AGREEMENT

1.

Grant of Stock Option . As of the Grant Date (identified in Section 18 below), Basic Energy Services, Inc. (formerly named BES Holding Co.), a Delaware corporation (the “Company” ), hereby grants a Nonqualified Stock Option (the “Option” ) to the Optionee (identified above), an employee of the Company, to purchase the number of shares of the Company’s common stock, $0.01 par value per share (the “Common Stock” ) identified in Section 18 below (the “Shares” ), subject to the terms and conditions of this agreement (the “Agreement” ) and the Second Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan, as it may be amended from time to time (the “Plan” ). The Plan is hereby incorporated herein in its entirety by reference. The Shares, when issued to Optionee upon the exercise of the Option, shall be fully paid and nonassessable. The Option is a nonqualified stock option and is not intended to be an “incentive stock option” as defined in Section 422 of the Internal Revenue Code.

2.

Definitions . All capitalized terms used herein shall have the meanings set forth in the Plan unless otherwise provided herein. Section 18 below sets forth meanings for various capitalized terms used in this Agreement.

3.

Option Term . The Option shall commence on the Grant Date (identified in Section 18 below) and terminate on the tenth anniversary of such Grant Date, unless earlier exercised, terminated or forfeited in accordance with its terms. The period during which the Option is in effect and may be exercised is referred to herein as the “Option Period” .

4.

Option Price . The Option Price per Share is identified in Section 18 below.

5.

Method of Exercise . The Option is exercisable by delivery of a written notice to the Secretary of the Company, signed by the Optionee, specifying the number of Shares to be acquired on, and the effective date of, such exercise. The Optionee may exercise all or any part of the Option as it vests in accordance with Section 18(f).

6.

Method of Payment . The Option Price upon exercise of the Option shall be payable to the Company in full either: (i) in cash or its equivalent; (ii) subject to prior approval by the Committee in its discretion, by tendering previously acquired Shares having an aggregate Fair Market Value (as defined in the Plan) at the time of exercise equal to the total Option Price (provided that the Shares must have been held by the Optionee for at least six (6) months prior to their tender to satisfy the Option Price); (iii) subject to the prior approval by the Committee in its discretion, by withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the total Option Price; or (iv) any other permitted method pursuant to the applicable terms and conditions of the Plan.

As soon as practicable after receipt of a written notification of exercise and full payment, the company shall deliver to or on behalf of the Optionee, in the name of the Optionee or other appropriate recipient, Share certificates for the number of Shares purchased under the Option. Such delivery shall be effected for all purposes when the Company or its stock transfer agent shall have deposited such certificates in the United States mail, addressed to Optionee or other appropriate recipient.

7.

Restrictions on Exercise . The Option may not be exercised if the issuance of such Shares or the method of payment of the consideration for such Shares would constitute a violation of any applicable federal or state securities or other laws or regulations, or any rules or regulations of any stock exchange on which the Common Stock may be listed. In addition, to the extent required by the Committee as a condition precedent to the grant and/or exercise of the Option, the Optionee (and spouse), if applicable, must first execute and become a party to a Stockholders Agreement in the form then in use by the Company.

8.

Termination of Employment . Voluntary or involuntary termination of employment shall affect Optionee’s rights under the Option as follows:

or Disability, then (i) the non-vested portion of the Option shall immediately expire on the termination of employment date and (ii) the vested portion of the Option shall expire to the extent not exercised within 90 calendar days after such termination date. In no event may the Option be exercised by anyone after the earlier of (i) the expiration of the Option Period or (ii) 90 calendar days after the termination of employment date.