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                                                                    EXHIBIT 10.9

                           Conformed Copy Including
                      Amendment Effective March 12, 1997

                           DRILEX INTERNATIONAL INC.
                               STOCK OPTION PLAN
                     (AS AMENDED AND RESTATED MAY 7, 1996)


                            I.  PURPOSE OF THE PLAN

     The Drilex International Inc. Stock Option Plan (the "Plan") is intended to
provide a means whereby certain employees of Drilex International Inc., a
Delaware corporation (the "Company"), and its subsidiaries, and certain non-
employee directors of the Company, may develop a sense of proprietorship and
personal involvement in the development and financial success of the Company,
and to encourage them to remain with and devote their best efforts to the
business of the Company, thereby advancing the interests of the Company and its
stockholders.  The Plan was originally established March 31, 1994 as the Drilex
Holding Corp. 1994 Stock Option Plan and was amended and restated in July 1994.
Under the Plan, the Company may grant to certain employees (and, with respect to
grants pursuant to Paragraph XII, shall grant to non-employee directors) the
option ("Option") to purchase shares of Common Stock, $.01 par value, of the
Company ("Stock"), as hereinafter set forth.  Options granted under the Plan may
be either incentive stock options, within the meaning of section 422(b) of the
Internal Revenue Code of 1986, as amended (the "Code") ("Incentive Stock
Options"), or options which do not constitute Incentive Stock Options, provided,
that options granted pursuant to Paragraph XII shall not constitute Incentive
Stock Options.

                              II.  ADMINISTRATION

     The Plan shall be administered by a committee (the "Committee") of two or
more directors of the Company appointed by the Board of Directors of the Company
(the "Board").  Each member of the Committee shall be a "disinterested person"
within the meaning of Rule 16b-3(c) under the Securities Exchange Act of 1934,
as amended (the "1934 Act").  Subject to the terms of this Plan (including,
without limitation, the provisions governing participation in this Plan by non-
employee directors), the Committee shall have sole discretion and authority to
select the individuals who are to be granted Options from among those eligible
hereunder and to establish the number of shares which may be issued under each
Option.  The Committee is authorized to interpret the Plan and may from time to
time adopt such rules and regulations, consistent with the provisions of the
Plan, as it may deem advisable to carry out the Plan.  The Committee may, in its
discretion, provide for the extension of the exercisability of an Option or
Stock Appreciation Rights (as defined herein) (an Option, Stock Appreciation
Rights or any combination thereof being referred to at times herein as an
"Award"), accelerate the vesting or exercisability of an Award, eliminate or
make less restrictive any restrictions contained in an Award, waive any
restriction or other provision of this Plan or an Award or otherwise amend or
modify an Award in any manner that is either (i) not adverse to the optionee
holding such Award or (ii) consented to by such optionee.  The Committee may
correct any defect or supply any omission or reconcile any inconsistency in this
Plan or in any Award in the

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manner and to the extent the Committee deems necessary or desirable to carry it
into effect.  Any decision of the Committee in the interpretation and
administration of this Plan shall lie within its sole and absolute discretion
and shall be final, conclusive and binding on all parties concerned.  No member
of the Committee or officer of the Company to whom it has delegated authority
shall be liable for anything done or omitted to be done by him or her, by any
member of the Committee or by any officer of the Company in connection with the
performance of any duties under this Plan, except for his or her own willful
misconduct or as expressly provided by statute.

                            III.  OPTION AGREEMENTS

     Each Option shall be evidenced by an Option Agreement and shall contain
such terms and conditions, and may be exercisable for such periods and upon such
events, as may be approved by the Committee, subject to the terms of this Plan.
The terms and conditions of the respective Option Agreements need not be
identical.  Specifically, an Option Agreement may provide for the surrender, in
whole or in part, of the right to purchase shares under the Option in return for
a payment in cash or shares of Stock or a combination of cash and shares of
Stock equal in value to the excess of the fair market value of the shares with
respect to which the right to purchase is surrendered over the option price
therefor ("Stock Appreciation Rights"), on such terms and conditions as the
Committee in its sole discretion may prescribe; provided, however, that, except
as provided in subparagraph VIII(c) hereof, the Committee shall retain final
authority (i) to determine the form in which payment of Stock Appreciation
Rights will be made or (ii) to approve an election by an optionee to receive
cash in whole or in part in settlement of Stock Appreciation Rights.  Stock
Appreciation Rights as provided herein may be granted at the time an Option is
granted or at any time or from time to time thereafter.  Moreover, an Option
Agreement may provide for the payment of the option price, in whole or in part,
by the delivery of a number of shares of Stock (plus cash if necessary) having a
fair market value equal to such option price.  For all purposes under the Plan,
the fair market value of a share of Stock on a particular date shall mean (i) if
the shares of Stock are listed on a national securities exchange, the mean
between the highest and lowest sales price per share of Stock on the
consolidated transaction reporting system for the principal such national
securities exchange on that date, or, if there shall have been no such sale so
reported on that date, on the last preceding date on which such a sale was so
reported, (ii) if the shares of Stock are not so listed but are quoted in the
NASDAQ National Market (or any successor to such market), the mean between the
highest and lowest sales price per share of Stock on the NASDAQ National Market
on that date, or, if there shall have been no such sale so reported on that
date, on the last preceding date on which such a sale was so reported or (iii)
if the Stock is not so listed or quoted, the mean between the closing bid and
asked price on that date, or, if there are no quotations available for such
date, on the last preceding date on which such quotations shall be available, as
reported by NASDAQ, or, if not reported by NASDAQ, by the National Quotation
Bureau, Inc.  In the event Stock is not listed or quoted at the time a
determination of its value is required to be made hereunder, the determination
of its fair market value shall be made by the Committee in such manner as it
deems appropriate.  Each Option and all rights granted thereunder shall not be
transferable other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act, or the rules thereunder, and
shall be exercisable during the

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optionee's lifetime only by the optionee or the optionee's guardian or legal
representative. Notwithstanding anything herein to the contrary, no optionee may
be granted, during any year, awards consisting of Options or Stock Appreciate
Rights exercisable for more than 200,000 shares of Stock.

                          IV.  ELIGIBILITY OF OPTIONEE

     Options may be granted only to (i) individuals who are full-time or part-
time employees (including officers and directors who are also full-time or part-
time employees) of the Company or any subsidiary corporation (as defined in
section 424 of the Code) of the Company at the time the Option is granted
(subject to any limitation on the grant of Incentive Stock Options to part-time
employees imposed by the Code) and (ii) pursuant to Paragraph XII only,
individuals who are directors of the Company and who are not employees of the
Company or of any subsidiary corporation of the Company (as defined in Section
424 of the Code) (each such individual described in this clause (ii) being
referred to as a "non-employee director"). Options may be granted to the same
individual on more than one occasion.  No Incentive Stock Option shall be
granted to an individual if, at the time the Option is granted, such individual
owns stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or of its parent or subsidiary corporation,
within the meaning of section 422(b)(6) of the Code, unless (x) at the time such
Option is granted the option price is at least 110% of the fair market value of
the Stock subject to the Option and (y) such Option by its terms is not
exercisable after the expiration of five years from the date of grant.  To the
extent that the aggregate fair market value (determined at the time the
respective Incentive Stock Option is granted) of stock with respect to which
Incentive Stock Options are exercisable for the first time by an individual
during any calendar year under all incentive stock option plans of the Company
and its parent and subsidiary corporations exceeds $100,000, such excess
Incentive Stock Options shall be treated as options which do not constitute
Incentive Stock Options.  The Committee shall determine, in accordance with
applicable provisions of the Code, Treasury Regulations and other administrative
pronouncements, which of an optionee's Incentive Stock Options will not
constitute Incentive Stock Options because of such limitation and shall notify
the optionee of such determination as soon as practicable after such
determination.

                         V.  SHARES SUBJECT TO THE PLAN

     The aggregate number of shares which may be issued under Options granted
under the Plan shall not exceed 440,000 shares of Stock, which shall be the
limitation applicable after taking into account the Stock split approved by the
Board of Directors of the Company on May 7, 1996 (the "Stock Split").  Such
shares may consist of authorized but unissued shares of Stock or previously
issued shares of Stock reacquired by the Company.  Any of such shares which
remain unissued and which are not subject to outstanding Options at the
termination of the Plan shall cease to be subject to the Plan, but, until
termination of the Plan, the Company shall at all times make available a
sufficient number of shares to meet the requirements of the Plan.  Should any
Option hereunder expire or terminate prior to its exercise in full, the shares
theretofore subject to such Option may again be subject to an Option granted
under the Plan to the extent permitted under Rule 16b-3.  The

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aggregate number of shares which may be issued under the Plan shall be subject
to adjustment in the same manner as provided in Paragraph VIII hereof with
respect to shares of Stock subject to Options then outstanding.  Exercise of an
Option in any manner, including an exercise involving a Stock Appreciation
Right, shall result in a decrease in the number of shares of Stock which may
thereafter be available, both for purposes of the Plan and for sale to any one
individual, by the number of shares as to which the Option is exercised.
Separate stock certificates shall be issued by the Company for those shares
acquired pursuant to the exercise of an Incentive Stock Option and for those
shares acquired pursuant to the exercise of any Option which does not constitute
an Incentive Stock Option.

                               VI.  OPTION PRICE

     The purchase price of Stock issued under each Option shall be determined by
the Committee (except with respect to options granted pursuant to Paragraph
XII), but (i) in the case of an Incentive Stock Option, such purchase price
shall not be less than the fair market value of Stock subject to the Option on
the date the Option is granted and (ii) in the case of an Option that does not
constitute an Incentive Stock Option and is not granted pursuant to Paragraph
XII, such purchase price shall not be less than 50% of the fair market value of
Stock subject to the Option on the date the Option is granted, and (iii) in the
case of an Option granted pursuant to Paragraph XII, such purchase price shall
be as set in Paragraph XII, but in no event shall any such purchase price be
less than the par value of the Stock.

                               VII.  TERM OF PLAN

     The Plan became effective on March 31, 1994, the date of its adoption by
the Board, and was approved by the stockholders of the Company within twelve
months thereafter.  Except with respect to Options then outstanding, if not
sooner terminated under the provisions of Paragraph IX, the Plan shall terminate
upon and no further Options shall be granted after the expiration of ten years
from the date of its adoption by the Board.

                   VIII.  RECAPITALIZATION OR REORGANIZATION

     a.  The existence of the Plan and the Options granted hereunder shall not
affect in any way the right or power of the Board or the stockholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital structure or its business, any merger or
consolidation of the Company, any issue of debt or equity securities ahead of or
affecting stock or rights thereof, the dissolution or liquidation of the Company
or any sale, lease, exchange or other disposition of all or any part of its
assets or business or any other corporate act or proceeding.

     b.  The shares with respect to which Options may be granted are shares of
Stock as presently constituted, but if, and whenever, prior to the expiration of
an Option theretofore granted, the Company shall effect a subdivision or stock
split or consolidation of shares of Stock or the

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payment of a stock dividend on Stock without receipt of consideration by the
Company, the number of shares of Stock with respect to which such Option may
thereafter be exercised (i) in the event of an increase in the number of
outstanding shares, shall be proportionately increased, and the purchase price
per share shall be proportionately reduced, and (ii) in the event of a reduction
in the number of outstanding shares, shall be proportionately reduced, and the
purchase price per share shall be proportionately increased.

     c.  If the Company recapitalizes, or reclassifies its capital stock, or
otherwise changes or reorganizes its capital structure (a "recapitalization"),
thereafter upon any exercise of an Option theretofore granted the optionee shall
be entitled to purchase under such Option, in lieu of the number of shares of
Stock then covered by such Option, the number and class of shares of stock and
securities to which the optionee would have been entitled pursuant to the terms
of the recapitalization if, immediately prior to such recapitalization, the
optionee had been the holder of record of the number of shares of Stock then
covered by such Option.  If (i) the Company shall not be the surviving entity in
any merger or consolidation (or survives only as a subsidiary of an entity other
than a previously wholly owned subsidiary of the Company), (ii) the Company
sells, leases or exchanges (or agrees to sell, lease or exchange) all or
substantially all of its assets to any other person or entity (other than a
wholly owned subsidiary of the Company), (iii) the Company is to be dissolved
and liquidated, (iv) any person or entity, including a "group" as contemplated
by Section 13(d)(3) of the 1934 Act (other than DRLX Partners, L.P. or its
partners or any group including DRLX Partners, L.P. or its partners), acquires
or gains ownership or control (including, without limitation, power to vote) of
more than 50% of the outstanding shares of the Company's voting stock (based
upon voting power), or (v) as a result of or in connection with a contested
election of directors, the persons who were directors of the Company before such
election shall cease to constitute a majority of the Board (each such event is
referred to herein as a "Corporate Change"), then (except with respect to
Options granted pursuant to Paragraph XII) effective as of a date (selected by
the Committee) within (a) ten days after the approval by the stockholders of the
Company of such merger, consolidation, sale, lease or exchange of assets or
dissolution or such election of directors or (b) thirty days of such change of
control referred to in clause (iv) above, the Committee, acting in its sole
discretion without the consent or approval of any optionee, shall effect one or
more of the following alternatives, which may vary among individual optionees:
(1) accelerate the time at which Options then outstanding may be exercised so
that such Options may be exercised in full for a limited period of time on or
before a specified date (before or after such Corporate Change) fixed by the
Committee, after which specified date all unexercised Options and all rights of
optionees thereunder shall terminate, (2) require the mandatory surrender to the
Company by selected optionees of some or all of the outstanding Options held by
such optionees (irrespective of whether such Options are then exercisable under
the provisions of the Plan) as of a date, before or after such Corporate Change,
specified by the Committee, in which event the Committee shall thereupon cancel
such Options and cause the Company to pay to each optionee an amount of cash per
share equal to the excess of the amount calculated in Subparagraph (d) below
(the "Change of Control Value") of the shares subject to such Option over the
exercise price(s) under such Options for such shares, (3) make such adjustments
to Options then outstanding as the Committee deems appropriate to reflect such
Corporate Change (provided, however, that the

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Committee may determine in its sole discretion that no adjustment is necessary
to Options then out standing) or (4) provide that thereafter upon any exercise
of an Option theretofore granted the optionee shall be entitled to purchase
under such Option, in lieu of the number of shares of Stock then covered by such
Option, the number and class of shares of stock or other securities or property
(including, without limitation, cash) to which the optionee would have been
entitled pursuant to the terms of the agreement of merger, consolidation or sale
of assets or dissolution if immediately prior to such merger, consolidation or
sale of assets or dissolution the optionee had been the holder of record of the
number of shares of Stock then covered by such Option.  If a Corporate Change
occurs, then (x) on the date of approval by the stockholders of the Company of
such merger, consolidation, sale, lease or exchange of assets or dissolution or
such election of directors or (y) on the date of such change of control referred
to in clause (iv) above, all Options granted pursuant to Paragraph XII shall be
mandatorily surrendered to the Company (irrespective of whether such Options are
then exercisable under the provisions of the Plan) as of the date specified in
clause (x) or (y) above, as applicable, and such Options shall thereupon
automatically be canceled and the Company shall pay to each optionee an amount
of cash per share equal to the excess of the Change of Control Value of the
shares subject to such Option over the exercise price(s) under such Options for
such shares.

     d.  For the purposes of clause (2) and the last sentence in Subparagraph
(c) above, the "Change of Control Value" shall equal the amount determined in
clause (i), (ii) or (iii), whichever is applicable, as follows: (i) the per
share price offered to stockholders of the Company in any such merger,
consolidation, sale of assets or dissolution transaction, (ii) the per share
price offered to stockholders of the Company in any tender offer or exchange
offer whereby a Corporate Change takes place or (iii) if such Corporate Change
occurs other than pursuant to a tender or exchange offer, the fair market value
per share of the shares into which such Options being surrendered are
exercisable, as determined by the Committee as of the date determined by the
Committee (or required by the last sentence in Subparagraph (c) above, as the
case may be) to be the date of cancellation and surrender of such Options.  In
the event that the consideration offered to stockholders of the Company in any
transaction described in this Subparagraph (d) or Subparagraph (c) above
consists of anything other than cash, the Committee shall determine the fair
cash equivalent of the portion of the consideration offered which is other than
cash.

     e.  Any adjustment provided for in Subparagraphs (b) or (c) above shall be
subject to any required stockholder action.

     f.  Except as hereinbefore expressly provided, (i) the issuance by the
Company of shares of stock of any class or securities convertible into shares of
stock of any class, for cash, property, labor or services, upon direct sale,
upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, (ii) the payment of a dividend in property other than Stock
or (iii) the occurrence of any similar transaction, and in any case whether or
not for fair value, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number of shares of Stock subject to Options
theretofore granted or the purchase price per share, unless otherwise determined
by the Board in its sole discretion.

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                   IX.  AMENDMENT OR TERMINATION OF THE PLAN

     The Board of Directors of the Company may amend, modify, alter, suspend or
terminate this Plan, except that (a) no amendment or alteration that would
impair the rights of any optionee under any Option that he has been granted
shall be made without his consent, (b) no amendment or alteration shall be
effective prior to approval by the Company's stockholders to the extent such
approval is then required pursuant to Rule 16b-3 (or any successor provision)
under the 1934 Act in order to preserve the applicability of any exemption
provided by such rule to any Option then outstanding (unless the holder of such
Option consents) or to the extent stockholder approval is otherwise required by
Section 422 of the Code or other applicable legal requirements, and (c)
subparagraph XII(a) and XII(c) shall not be amended more than once every six
months to the extent such limitation is required by Rule 16b-3(c)(2)(ii) (or any
successor provision) under the 1934 Act as then in effect.

                              X.  SECURITIES LAWS

     a.  The Company shall not be obligated to issue any Stock pursuant to any
Option granted under the Plan at any time when the shares covered by such Option
have not been registered under the Securities Act of 1933 and such other state
and federal laws, rules or regulations as the Company or the Committee deems
applicable and, in the opinion of legal counsel for the Company, there is no
exemption from the registration requirements of such laws, rules or regulations
available for the issuance and sale of such shares.

     b.  It is intended that the Plan and any grant of an Option made to a
person subject to Section 16 of the 1934 Act meet all of the requirements of
Rule 16b-3 thereunder.  If any provision of the Plan or any such Option would
disqualify the Plan or such Option under, or would otherwise not comply with,
Rule 16b-3, such provision or Option shall be construed or deemed amended to
conform to Rule 16b-3.

                       XI.  WITHHOLDING AND CASH BONUSES

     Except with respect to Options granted pursuant to Paragraph XII, the
Committee may permit an optionee to elect (which election shall be subject to
the Committee's sole discretion to consent to or disapprove of, shall be
irrevocable and, if the optionee is subject to Section 16 of the 1934 Act, shall
be subject to such administrative rules as the Committee shall determine to
assure compliance with Rule 16b-3 under the 1934 Act) to deliver to the Company
(or have the Company withhold upon exercise of an Option) such shares of Stock
as the Company may require to meet its obligation under applicable tax laws and
regulations to the extent the exercise of an Option or the disposition of shares
of Stock acquired by exercise of an Option results in compensation income to the
optionee for federal or state income tax purposes.  Except with respect to
Options granted pursuant to Paragraph XII, the Committee may, at any time and in
its discretion, grant to any optionee whose Option is not an Incentive Stock
Option (or whose Incentive Stock Option fails to quality for the

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favorable tax treatment afforded to Incentive Stock Options) the right to
receive, at such time and in such amounts as determined by the Committee, a cash
amount ("Cash Award") which is intended to reimburse the optionee for (i) all or
a portion of the federal, state and local income taxes imposed upon such
optionee as a consequence of the exercise for Stock of such Option (or Stock
Appreciation Right), or as a consequence of a disqualifying disposition of Stock
obtained upon exercise of an Incentive Stock Option, or of the Committee's
taking any action permitted under this Plan (including the receipt of the Cash
Award) and/or (ii) all or a portion of an assumed interest cost for borrowing
the amount of such taxes not reimbursed by the Company during the period prior
to the sale of the Stock received upon exercise of the Option (or Stock
Appreciation Right).

            XII.  AUTOMATIC OPTION GRANTS TO NON-EMPLOYEE DIRECTORS

     Notwithstanding any other provision of this Plan, non-employee directors
shall participate in this Plan only to the extent set forth in this Paragraph
XII.

     a.  Automatic Grant of Options.  Each non-employee director elected by
stockholders of the Company or appointed by the Board of Directors to the Board
of Directors, who has not previously received, at any time since the adoption of
the Plan, a grant under this Section XII of the Plan, shall automatically
receive, as of the date of such election or appointment, as the case may be, the
grant of an Option (which shall not be an Incentive Stock Option) to purchase
3,620 shares of Stock, taking into account the Stock Split.  Options granted to
non-employee directors shall become exercisable in installments of one-third of
the shares of Stock subject to the Option on each of the first three
anniversaries of the date of grant.

     b.  Term.  The term of each Option granted to a non-employee director shall
be ten years from its date of grant, unless sooner terminated in accordance with
Subparagraph XII (d) below.

     c.  Option Price.  The purchase price of Stock under each Option granted to
a non-employee director shall be the fair market value of the Stock subject to
the Option on the date the Option is granted, or such price as is more
specifically described in Subparagraph XII(a).

     d.  Exercise After Death or Other Termination.  Each Option granted to a
non-employee director may be exercised only by such director during such
director's lifetime and while such director remains a member of the Board,
except that

     (i) if a non-employee director ceases to be a member of the Board by reason
of disability (within the meaning of section 22(e)(3) of the Code), such non-
employee director's Option may be exercised by such non-employee director (or
his or her estate or the person who acquires such Option by will or the laws of
descent and distribution or otherwise by reason of the death of such non-
employee director) at any time during the period of one year following such
cessation, but only as to the number of shares such director was entitled to
purchase under such Option as of the date such director ceased to be a member of
the Board;

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     (ii) if a non-employee director dies while a member of the Board, such non-
employee director's estate, or the person who acquires such non-employee
director's Option by will or the laws of descent and distribution or otherwise
by reason of the death of such non-employee director, may exercise such Option
at any time during the period of one year following the date of such non-
employee director's death, but only as to the number of shares such director was
entitled to purchase under such Option as of the date of such director's death;
and

     (iii)  if a non-employee director ceases to be a member of the Board for
any reason other than as described in clauses (i) or (ii) above, unless such
non-employee director voluntarily resigns his directorship without the written
consent of a majority of the remaining members of the Board or is removed from
the Board by the stockholders of the Company, such non-employee director's
Option may be exercised by such director at any time during the period of three
months following such cessation, or by such director's estate (or the person who
acquires such Option by will or the laws of decent and distribution or otherwise
by reason of the death of such director) during a period of one year following
such director's death if such director dies during such three-month period, but
in each case only as to the number of shares such director was entitled to
purchase under such Option as of the date such director ceases to be a member of
the Board.

In the event that a non-employee director voluntarily resigns his directorship
without the written consent of a majority of the remaining members of the Board
or is removed by the stockholders of the Company, any unexercised Options held
by such director on the date of such resignation or removal, as the case may be,
shall be forfeited as of such date and thereafter shall be unexercisable. No
such Option shall be exercisable in any event after the expiration of ten years
from the date of grant thereof.

     e.   Agreement in Writing.  Each Option granted to a non-employee director
shall be evidenced by an Option Agreement consistent with the terms and
conditions of the Plan (including this Article XII).

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                 NON-EMPLOYEE DIRECTOR'S STOCK OPTION AGREEMENT


     AGREEMENT made as of the ____ day of ___________, 199__, between Drilex
International Inc., a Delaware corporation (the "Company") and
____________________ ("Director"), a non-employee director of the Company.

     To carry out the purposes of the DRILEX INTERNATIONAL INC. STOCK OPTION
PLAN (as amended and restated, and as it may be further amended from time to
time, the "Plan"), by affording Director the opportunity to purchase shares of
Stock (as defined in the Plan) of the Company, and in consideration of the
mutual agreements and other matters set forth herein and in the Plan, the
Company and Director hereby agree as follows:

     a.   Grant of Option. The Company hereby irrevocably grants to Director the
right and option ("Option") to purchase all or any part of an aggregate of
_____________ shares of Stock, on the terms and conditions set forth herein and
in the Plan, which Plan is incorporated herein by reference as a part of this
Agreement.  This Option shall not be treated as an incentive stock option within
the meaning of section 422(b) of the Internal Revenue Code of 1986, as amended
(the "Code").

     b.   Purchase Price.  The purchase price of Stock purchased pursuant to the
exercise of this Option shall be $___ per share, subject to adjustment as set
forth herein.

     c.   Exercise of Option.  Subject to the earlier expiration of this Option
as herein provided, this Option may be exercised, by written notice to the
Company at its principal executive office addressed to the attention of its
Chief Executive Officer, at any time and from time to time after the date of
grant hereof, but, except as otherwise provided below, this Option shall not be
exercisable for more than a percentage of the aggregate number of shares offered
by this Option determined by the number of full years from the date of grant
hereof to the date of such exercise, in accordance with the following schedule:

                                         PERCENTAGE OF SHARES
                                               THAT MAY
              NUMBER OF FULL YEARS           BE PURCHASED
            ------------------------  -------------------------

          Less than one year                        0%
          1 year                               33-1/3%
          2 years                              66-2/3%
          3 years or more                         100%

          This Option is not transferable by Director otherwise than by will or
the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined in the Code or Title I of the Employee Retirement
Income Security Act, or the rules thereunder, and may be exercised only

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by Director during Director's lifetime and while Director remains a member of
the Board of Directors of the Company, except that:

(a)  if Director ceases to be a member of the Board of Directors of the Company
     by reason of disability (within the meaning of section 22(e)(3) of the
     Code), this Option may be exercised by Director (or Director's estate or
     the person who acquires this Option by will or the laws of descent and
     distribution or otherwise by reason of the death of Director) at any time
     during the period of one year following such cessation, but only as to the
     number of shares Director was entitled to purchase hereunder as of the date
     Director ceases to be a member of the Board of Directors of the Company;

(b)  if Director dies while a member of the Board of Directors of the Company,
     Director's estate, or the person who acquires this Option by will or the
     laws of descent and distribution or otherwise by reason of the death of
     Director, may exercise this Option at any time during the period of one
     year following the date of Director's death, but only as to the number of
     shares Director was entitled to purchase hereunder as of the date of
     Director's death; and

(c)  if Director ceases to be a member of the Board of Directors of the Company
     for any reason other than as described in clauses (a) or (b) above, unless
     Director voluntarily resigns his directorship without the written consent
     of a majority of the remaining members of the Board of Directors of the
     Company or is removed from such Board of Directors by the stockholders of
     the Company, this Option may be exercised by Director at any time during
     the period of three months following such cessation, or by Director's
     estate (or the person who acquires this Option by will or the laws of
     descent and distribution or otherwise by reason of the death of Director)
     during a period of one year following Director's death if Director dies
     during such three-month period, but in each case only as to the number of
     shares Director was entitled to purchase hereunder as of the date Director
     ceases to be a member of the Board of Directors of the Company.

In the event that Director voluntarily resigns his directorship without the
written consent of a majority of the remaining members of the Board of Directors
of the Company or is removed by the stockholders of the Company, any unexercised
portion of this Option held by Director on the date of such resignation or
removal, as the case may be, shall be forfeited as of such date and thereafter
shall be unexercisable.  This Option shall not be exercisable in any event after
the expiration of ten years from the date of grant hereof.  The purchase price
of shares as to which this Option is exercised shall be paid in full at the time
of exercise in cash (including check, bank draft or money order payable to the
order of the Company).  Director shall exercise this Option for whole shares of
Stock only.  Unless and until a certificate or certificates representing such
shares shall have been issued by the Company to Director, Director (or the
person permitted to exercise this Option in the event of Director's death) shall
not be or have any of the rights or privileges of a stockholder of the Company
with respect to shares acquirable upon an exercise of the Option.

                                       11
<PAGE>
 
          d.  Withholding of Tax.  To the extent that the exercise of this
Option results in compensation income to Director for federal or state income
tax purposes, Director shall deliver to the Company at the time of such exercise
such amount of money as the Company may require to meet its obligation under
applicable tax laws or regulations, and, if Director fails to do so, the Company
is authorized to withhold from any cash or Stock remuneration then or thereafter
payable to Director any tax required to be withheld by reason of such resulting
compensation income.

          e.  Status of Stock.  If the shares of Stock acquirable upon the
exercise of this Option have not been registered under the Securities Act of
1933, as amended (the "Act"), the Company will not issue such shares unless the
holder of the Option provides the Company with a written opinion of legal
counsel, who shall be satisfactory to the Company, addressed to the Company and
satisfactory in form and substance to the Company's counsel, to the effect that
the proposed issuance of such shares to such Option holder may be made without
registration under the Act.  In the event exemption from registration under the
Act is available upon an exercise of this Option, Director (or the person
permitted to exercise this Option in the event of Director's death), if
requested by the Company to do so, will execute and deliver to the Company in
writing an agreement containing such provisions as the Company may require to
assure compliance with applicable securities laws.

          Director agrees that the shares of Stock which Director may acquire by
exercising this Option will not be sold or otherwise disposed of in any manner
which would constitute a violation of any applicable securities laws, whether
federal or state.

          In addition, Director agrees (i) that the certificates representing
the shares of Stock purchased under this Option may bear such legend or legends
as the Company deems appropriate in order to assure compliance with applicable
securities laws, (ii) that the Company may refuse to register the transfer of
the shares of Stock purchased under this Option on the stock transfer records of
the Company if such proposed transfer would in the opinion of counsel
satisfactory to the Company constitute a violation of any applicable securities
law and (iii) that the Company may give related instructions to its transfer
agent, if any, to stop registration of the transfer of the shares of Stock
purchased under this Option.

          f.  Board of Directors.  Director understands and agrees that nothing
contained in this Agreement shall be deemed to confer on any person any rights
other than as expressly provided herein, including but not limited to any right
to continue to be nominated to, or to serve as a member of, the Board of
Directors of the Company, and acknowledges and agrees that neither the execution
of this Agreement nor any acquisition of Stock by Director creates any
obligation whatsoever by any person to nominate or vote for Director (or refrain
from removing Director) as a member of the Board of Directors of the Company.

          g.  Binding Effect.  This Agreement shall be binding upon and inure to
the benefit of any successors to the Company and all persons lawfully claiming
under Director.

                                       12
<PAGE>
 
          h.  Governing Law.  This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware.


          IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and Director has executed
this Agreement, all as of the day and year first above written.

                                    DRILEX INTERNATIONAL INC.



                                    By:
                                       ------------------------------
                                    Name:
                                         ----------------------------
                                    Title:
                                          ---------------------------



                                    DIRECTOR


 
                                    Name:
                                         ----------------------------

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