EXHIBIT 10.9


                                COMPRESSCO, INC.
                               1313 SE 25TH Street
                             Oklahoma City, OK 73129



Compressco,  Inc.,  and the Note  Holder  shown  below  agree  to amend  the 13%
Subordinated Promissory Note dated December 22, 2000 as follows:

1.   The scheduled  repayment  date of December 31, 2003 is amended to March 31,
     2005.

2.   The interest rate of 13% is amended to 10% as of April 1, 2003.

3.   The  subordinated  promissory note is being amended to be convertible  into
     common stock of Compressco,  Inc., at a conversion  price of $150 per share
     at anytime  commencing April 1, 2003 to the note maturity date of March 31,
     2005.


Compressco,  Inc., and the Holder of Stock Purchase  Warrants agree to amend the
Stock Purchase Warrant Agreement dated December 22, 2000 as follows:

1. The exercise period is extended from December 31, 2003 to March 31, 2005.


The above agreed to by both parties as indicated by their signatures below.

The note and stock warrant holder hereby agrees to sign any additional documents
or  instruments   necessary  or   appropriate  to  effect  the   above-described
amendments.


Compressco, Inc.                        -----------------------------------
                                        Note and Stock Warrant Holder
                                        (PRINT NAME)


By:                                     By:
   --------------------------              --------------------------------
   Burt H. Keenan                          (SIGNATURE)
   Chairman of the Board

Date March 6, 2003                      Date
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