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                                                                   EXHIBIT 10.49

                               AMENDMENT NO. 3
                                      TO
                                  AGREEMENT

      This is Amendment No. 3, dated as of May 14, 2001, to the Agreement
made and entered into as of the 2nd day of August, 1999, as amended by
Amendment No. 1 dated as of December 1, 1999 and Amendment No. 2 dated as of
June 16, 2000, by and between Francis D. John, as Borrower, and Key Energy
Services, Inc., as Lender, (the "Agreement").  Unless the context otherwise
requires, defined terms used in this Amendment No. 3 shall have the meaning
ascribed to them as set forth in the Agreement.



                                  BACKGROUND

      A.    The Borrower has borrowed from the Lender on May 14, 2001, the
            sum of $1,500,000, evidenced by a demand note dated as of May 14,
            2001 and the Borrower and the Lender have agreed to deem this
            additional amount to be included in the definition of Indebtedness
            under the Agreement.

      B.    The Borrower and Lender have entered into the Agreement pursuant
            to which the Lender has agreed to forgive an aggregate of
            $6,500,000, together with accrued interest thereon, which has been
            borrowed by the Borrower from the Lender in accordance with the
            terms and conditions set forth therein.

      C.    After further deliberations and discussions by and among the
            members of the Board of Directors (the "Board") of the Lender, as
            well as discussions by members of the Board with the Borrower, the
            Borrower and Lender have determined that it would be in the best
            interests of the Lender and its shareholders to amend the terms of
            the Agreement.



      NOW, THEREFORE, intending to be legally bound, the Borrower and the
Lender hereby agree as follows:


      (I).  AMENDMENT TO SECTION 1 OF THE AGREEMENT.  Effective as of May 14,
2001, Section 1 of the Agreement shall be amended by deleting the section in
its entirety and substituting therefor a new Section 1 as set forth below:

      "1.   FORGIVENESS/CANCELLATION OF INDEBTEDNESS.  Except (a) in the
            event of an

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            acceleration in Borrower's obligation to repay the outstanding
            Indebtedness and make payment on any of the outstanding Notes as
            a result of (i) the termination of the Borrower's employment by
            the Lender for "Cause" (as defined and described below) or (ii)
            the voluntary termination by the borrower of his employment with
            the Lender for any reason or (b) in the event of an acceleration
            in the Lender's obligation to forgive/cancel the Indebtedness
            and cancel the Notes as a result of (i) the Borrower's
            termination of his employment with the Lender as a result of
            "Good Reason", "Change in Control" or "Disability" (as defined
            and described below) or (ii) the death of the Borrower, the
            Lender hereby agrees that, for so long as the Borrower remains
            employed by the Lender, the Indebtedness will be
            forgiven/canceled in the proportions and amounts and on the
            dates set forth below:



                                          PROPORTION/AMOUNT OF
                                          INDEBTEDNESS TO BE
            DATE                          FORGIVEN/CANCELED
            ----                          --------------------


            June 30, 2002                 1/10th (10%)
                                          ($650,000.00, plus accrued
                                          but unpaid interest thereon)

            June 30, 2003                 1/10th (10%)
                                          ($650,000.00, plus accrued
                                          but unpaid interest thereon)

            June 30, 2004                 1/10th (10%)
                                          ($650,000.00, plus accrued
                                          but unpaid interest thereon)

            June 30, 2005                 1/10th (10%)
                                          ($650,000.00, plus accrued
                                          but unpaid interest thereon)

            June 30, 2006                 1/10th (10%)
                                          ($650,000.00, plus accrued
                                          but unpaid interest thereon)

            June 30, 2007                 1/10th (10%)
                                          ($650,000.00, plus accrued
                                          but unpaid interest thereon)

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                                          PROPORTION/AMOUNT OF
                                          INDEBTEDNESS TO BE
            DATE                          FORGIVEN/CANCELED
            ----                          --------------------

            June 30, 2008                 1/10th (10%)
                                          ($650,000.00, plus accrued
                                          but unpaid interest thereon)

            June 30, 2009                 1/10th (10%)
                                          ($650,000.00, plus accrued
                                          but unpaid interest thereon)

            June 30, 2010                 1/10th (10%)
                                          ($650,000.00, plus accrued
                                          but unpaid interest thereon)

            June 30, 2011                 1/10th (10%)
                                          ($650,000.00, plus accrued
                                          but unpaid interest thereon)

      The Indebtedness will be forgiven/canceled by Lender chronologically in
the order in which it was incurred by the Borrower."

      (III).  AGREEMENT IN FULL FORCE AND EFFECT.  Except as otherwise
modified or amended by the provisions of this Amendment No. 3 as set forth
above, the terms and provisions of the Agreement shall remain in full force
and effect.







                           [SIGNATURE PAGE FOLLOWS]

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            IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year first above written.

                                          KEY ENERGY SERVICES, INC.
                                          Lender


                                          By: /s/ MORTON WOLKOWITZ
                                             -------------------------
                                                MORTON WOLKOWITZ,
                                                Director


                                          Borrower:


                                          /s/ FRANCIS D. JOHN
                                          -----------------------------
                                          FRANCIS D. JOHN