EXHIBIT 10.25

                           DRILL PIPE RENTAL AGREEMENT
                           ---------------------------


       THIS DRILL PIPE RENTAL AGREEMENT (this "Agreement") is entered into
effective the 25th day of February, 2002 (the "Effective Date"), by and between
Chiles Offshore Inc., a Delaware corporation ("Lessor"), and Hercules Offshore
Corporation, a Texas corporation ("Lessee").

                              TERMS AND CONDITIONS

1.     DRILL PIPE. Lessor hereby rents to Lessee the drill pipe described on the
attached Exhibit A (the "Pipe").

2.     TERM OF AGREEMENT. The "Term" of this Agreement shall begin when the Pipe
leaves the yard of Hadco Services, Inc. located at 3830 Pinhook, Broussard,
Louisiana 70518 (the "Yard"), and continue until the first anniversary of the
Effective Date. Lessee shall pay Lessor the Rental (as defined below) throughout
such twelve (12) month Term whether or not Lessee uses or retains possession of
the Pipe during all of the Term.

3.     RENTAL CHARGES.

       3.1. Rental Rate. Lessee will pay Lessor, and Lessor will accept as
       payment from Lessee, as rental for the Pipe, a Rental charge of Seven
       Hundred and No/100 Dollars ($700.00) per day (the "Rental") for each day
       during the Term, and for each day of any additional period after the Term
       up to and including the day on which (i) Lessee returns all of the Pipe
       F.O.B. the Yard or (ii) Lessor receives from Lessee the Purchase Price
       (as defined below) upon Lessee's timely exercise of the Purchase Option
       (as defined below), whichever occurs first.

       3.2. No Setoff. Lessee agrees to pay rent when due irrespective of any
       claims, demands, setoffs, actions, suits or proceedings that it may have
       or assert against Lessor or any supplier or manufacturer of Pipe or any
       portion thereof, or any one or more others.

4.     TRANSPORTATION CHARGES. All transportation charges, including, without
limitation, transportation by truck, rail or vessel, and drayage charges shall
be borne by Lessee even though Lessor may arrange such transportation on behalf
of Lessee.

5.     WELL CONDITIONS. Well or other drilling conditions that prevent
satisfactory utilization of the Pipe do not relieve Lessee of its responsibility
for Rental, repair costs, and/or any other obligations assumed by Lessee.

6.     TERMS OF PAYMENT. Lessor shall invoice Lessee during each month of the
Term for the Rental payable for such month. All Rental charges or other amounts
payable by Lessee hereunder shall be due and payable to Lessor at its address in
Houston, Texas within thirty (30) days following the date of the invoice from
Lessor. Interest may be charged by Lessor and be payable by Lessee at a rate of
1 1/2% per month or at the maximum legal rate of interest, whichever is lower,
on all amounts due hereunder not paid within such thirty (30) day period. If

<PAGE>

the overdue account is placed in the hands of an attorney for collection or if
suit is filed to collect the account, or any part thereof, Lessee agrees to pay
all costs and a reasonable sum as attorney's fees in addition to the amount
owing on the account.

7.     CONDITION AND RETURN OF PIPE.

       7.1. Lessee's Inspection. Lessee represents and warrants to Lessor that
       Lessee has inspected the Pipe and accepts the Pipe "AS IS, WHERE IS" with
       all faults and defects. Lessee warrants that the Pipe is in proper
       operating condition and that, as between Lessee and Lessor, the Pipe was
       delivered in premium condition. Lessee assumes all responsibility for the
       Pipe while out of the possession of Lessor and agrees to return the Pipe
       to Lessor in premium condition. Subject to Lessee acquiring the Pipe
       pursuant to the Purchase Option, Lessee shall return the Pipe to Lessor
       at the Yard at the end of the Term. Upon return of the Pipe to the Yard,
       Lessee shall pay for inspecting the Pipe to DSI, Category 5 standard by
       the operator of the Yard as directed by Lessor. Based on the results of
       such inspection, Lessee shall pay for any repairs or replacements
       required to place the Pipe in premium condition, as further described in
       Section 8 hereof.

       7.2. WARRANTY DISCLAIMER. LESSOR MAKES NO REPRESENTATION OR WARRANTY OF
       ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PIPE. LESSEE
       UNDERSTANDS AND AGREES THAT NO WARRANTY, INCLUDING ANY IMPLIED WARRANTY
       OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS GIVEN BY
       LESSOR OR TO BE IMPLIED WITH RESPECT TO THE CONDITION OF THE PIPE OR ITS
       UTILITY, SPECIFICATIONS, SUITABILITY, SALABILITY OR VALUE, OR WITH
       RESPECT TO ANY INFRINGEMENT CREATED BY ITS POSSESSION, OWNERSHIP OR USE.
       LESSOR SHALL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, DIRECT,
       INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

8.     DAMAGED OR LOST PIPE. All Pipe lost or damaged beyond repair, will be
paid for by the Lessee at the replacement value for new drill pipe inspected to
DSI, Category 5. In the event Lessee shall return the Pipe to the Lessor in a
damaged but repairable condition, Lessee shall promptly arrange and pay for all
repairs to such damaged Pipe. Notwithstanding the foregoing, Lessor shall have
the option to arrange and pay for all repairs necessary to restore the Pipe to
its original condition, and to charge Lessee for such expense. In the event
Lessor arranges and pays for the necessary repairs, Lessee agrees to pay Lessor
for said repairs in accordance with Section 6 hereof. Accrued Rental charges
cannot be applied against the Purchase Price or cost of repairs of such damaged
or lost Pipe.

9.     DEFAULT. If (i) Lessee breaches its obligation to pay Rental charges when
due, (ii) Lessee breaches any of the terms or conditions hereof, (iii) Lessee
becomes insolvent, bankrupt, its financial responsibility becomes impaired, (iv)
the Pipe or any part of it is abused or misused, or (v) Lessor deems itself
insecure regarding its right to the Rentals or the Pipe or regarding the
performance by Lessee of its obligations hereunder, then all Rental charges
and/or repair charges and/or other claims of indebtedness arising hereunder
shall at the sole option of Lessor and without notice be accelerated and becomes
due and payable forthwith, and Lessee authorizes Lessor to enter, with or
without legal process, any premises where the Pipe may be and take


                                       2

<PAGE>

possession thereof without being liable to any suit or action or proceeding by
Lessee. Upon Lessor's retaking possession of the Pipe, this Agreement shall
terminate but said termination shall be without prejudice to the right of Lessor
to receive all Rental payable during the twelve (12) month Term of this
Agreement, any arrears of Rental, if any, or for damages on account of any
preceding breach or breaches of the terms and conditions hereof.

10.     LESSOR'S LIABILITY. All Pipe is used at the Lessee's sole risk and
expense. Lessee assumes and shall be solely responsible for the entire risk and
each and every cause or hazard of loss of any and all Pipe, whether caused by
the manner of the use of said Pipe or any defect in the materials (latent or
patent), workmanship, assembling or otherwise. Furthermore, Lessor shall not be
liable for damages or losses of any kind whatsoever, whether subsurface or not,
to any person, form and/or corporation occasioned by or related to the use of
the Pipe, whether used or operated by Lessee or its employees or whether
resulting from the acts or omissions of any of the Lessor Group.

11.     PURCHASE OPTION. Lessee shall have an option to purchase the Pipe at the
end of the Term (the "Purchase Option"). Lessee may exercise the Purchase Option
by providing written notice to Lessor that Lessee is exercising the Purchase
Option at least thirty (30) days before the expiration of the Term. If Lessee
timely exercises the Purchase Option, Lessee shall pay to Lessor Two Hundred
Four Thousand Five Hundred and No/100 Dollars ($204,500.00) (the "Purchase
Price") on or before the last day of the Term. Lessor and Lessee acknowledge and
agree that the Purchase Price represents a fair estimation of the depreciated
value of the Pipe at the end of the Term. Notwithstanding any exercise of the
Purchase Option by Lessee, Rental shall be payable for the full twelve (12)
month Term of this Agreement and for any time thereafter prior to Lessor's
receipt of the full amount of the Purchase Price from Lessee. If Lessee timely
exercises the Purchase Option but fails to pay the full amount of the Purchase
Price within fifteen (15) days after the end of the Term, Lessor at its sole
option may terminate Lessee's right to acquire the Pipe pursuant to the Purchase
Option, by providing written notice of such termination to Lessee. Any purchase
of the Pipe by Lessee pursuant to the Purchase Option shall be on an "AS IS,
WHERE IS" basis, without any express or implied warranties by Lessor, including,
without limitation, the implied warranties of merchantability and fitness for a
particular purpose.

12.     INDEMNITY BY LESSEE.

       12.1. Release and Indemnity. Lessee hereby releases, and shall protect,
       indemnify, defend and hold harmless, Lessor Group from every kind and
       character of damages, losses, expenses, demands, claims, fines,
       penalties, liabilities, obligations, causes of action, costs, and
       expenses, including, without limitation, reasonable attorney's fees
       (collectively, a "Claim"), arising in favor of any of the Lessee Group or
       any third party on account of personal injuries, emotional illness or
       suffering, psychological injury, death or damage to or loss of property,
       or any other economic harm, arising, directly or indirectly, in
       connection with the Pipe (including, without limitation, Lessee's
       possession, use and transportation thereof) or this Agreement (but
       excluding Claims by Lessee for breach of this Agreement by Lessor).
       Lessee at its own expense shall defend any Claim brought against any of
       Lessor Group and shall pay all damages, costs and expenses, including,
       without limitation, attorney's fees, in connection therewith or in any
       manner resulting therefrom.


                                       3

<PAGE>

       12.2. Automatic Reduction of Insurance and Indemnities. If it is
       judicially determined that the monetary limits of insurance required
       hereunder or of the indemnities voluntarily and mutually assumed
       hereunder (which shall be supported either by available liability
       insurance, under which the insurer has no right of subrogation against
       the indemnities, or voluntarily self-insured in part or whole) exceed the
       maximum limits permitted under applicable law, the insurance requirements
       or indemnities shall automatically be amended to conform to the maximum
       monetary limits permitted under applicable law.

       12.3. UNIVERSAL PROVISION APPLICABLE TO ALL INDEMNITY OBLIGATIONS IN THIS
       AGREEMENT. THE INTENT AND EXPRESS AGREEMENT OF THE PARTIES HERETO IS THAT
       ALL INDEMNITY OBLIGATIONS AND LIABILITIES ASSUMED BY LESSEE IN FAVOR OF
       LESSOR GROUP UNDER THE TERMS OF THIS AGREEMENT BE WITHOUT MONETARY LIMIT
       AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF, INCLUDING, BUT NOT
       LIMITED TO (A) PRE-EXISTING CONDITIONS OR DEFECTS, (B) THE
       UNSEAWORTHINESS OF ANY VESSEL OR VESSELS, (C) THE NEGLIGENCE OR OTHER
       MISCONDUCT OF ANY OF LESSOR GROUP (WHETHER SUCH NEGLIGENCE BE SOLE,
       JOINT, OR CONCURRENT, ACTIVE OR PASSIVE, ORDINARY OR GROSS), (D) THE
       FAULT OR RESPONSIBILITY OF ANY OF LESSOR GROUP UNDER ANY OTHER CONTRACT
       OR ANY STATUTE, RULE, OR THEORY OF LAW, INCLUDING, BUT NOT LIMITED TO,
       BREACH OF EXPRESS WARRANTY AND STRICT LIABILITY, (E) MISREPRESENTATION,
       (F) LIABILITY DUE TO BREACH OF ANY LEGAL DUTY, AND (G) AN INDEMNIFICATION
       AGREEMENT WITH A THIRD PARTY. THIS AGREEMENT SHALL CREATE NO RIGHT OF
       ACTION IN ANY PERSON NOT A PARTY HEREUNDER OR NOT SPECIFICALLY IDENTIFIED
       AS A MEMBER OF LESSOR GROUP. LESSEE AGREES TO INVESTIGATE, DEFEND AND/OR
       SETTLE ANY CLAIM OR SUIT FOR WHICH IT IS OBLIGATED TO PROVIDE
       INDEMNIFICATION HEREUNDER, TO BEAR ALL COSTS AND EXPENSES RELATED THERETO
       AS THEY ARE INCURRED (INCLUDING, BUT NOT LIMITED TO, COURT COSTS AND
       ATTORNEY'S FEES), AND TO SATISFY ANY JUDGMENTS OR DECREES WHICH MAY BE
       ENTERED THEREIN.

       12.4. Certain Definitions. As used herein, "Lessee Group" shall mean each
       of Lessee and its affiliates, subsidiaries, partners, joint venturers,
       customers and contractors of any tier, and each of their respective
       officers, directors, shareholders, owners, members, managers, agents,
       servants, employees, guests, invitees and insurers, and "Lessor Group"
       shall mean each of Lessor and its affiliates, subsidiaries, joint
       venturers, partners, and contractors of any tier, and each of their
       respective officers, directors, shareholders, owners, members, managers,
       agents, servants, employees, guests, invitees and insurers, but Lessor
       Group shall not include any of the Lessee Group.

       12.5. Modification for Use of Pipe in State Waters. Lessee acknowledges
       that Lessor has entered into the provisions of this Section 12 based on
       Lessee's use of the Pipe in federal waters. Lessee shall give Lessor
       thirty (30) days prior written notice of any intent by Lessee to utilize
       the Pipe in any waters or other area subject to the jurisdiction of any
       state. In such event, Lessee agrees to enter into an amendment to this
       Agreement on such terms as reasonably requested by Lessor to ensure the
       maximum enforceability of Lessee's


                                       4

<PAGE>

       assumption of the indemnity obligations and liabilities assumed by Lessee
       hereunder during such use of the Pipe while in the jurisdiction of any
       state.

13.    REQUIRED INSURANCE.

       13.1. Insurance Obligations. Without affecting the indemnity obligations
       or liabilities of Lessee Group or its insurer(s), at all times during the
       term of this Agreement, Lessee shall, at Lessee's sole expense, maintain
       with an insurance company or companies satisfactory to Lessor and
       authorized to do business in all areas, including but not limited to each
       state or country and adequate territorial and navigational limits, where
       the Pipe is or will be located, insurance coverages of the kind, and in
       the minimum amounts, as follows:

         (a) Worker's Compensation Insurance in accordance with all applicable
       state and federal laws and regulations, including occupational disease
       coverage. If the use of the Pipe hereunder will involve the use of
       watercraft or the Pipe will be used over water, Lessee shall provide
       insurance coverage, with territorial limits extended to include areas of
       transportation and operation under this Agreement, for liability under
       the U.S. Longshoreman and Harbor Worker's Compensation Act, the Outer
       Continental Shelf Lands Act, Death on the High Seas Act, and liability
       for admiralty benefits and damages under the Jones Act and general
       maritime law, with Marine and Voluntary Compensation Endorsement for
       transportation, maintenance, wage, and cure, and with limits of not less
       than $500,000 per person and $1,000,000 per occurrence. Such coverage
       shall further provide that a claim "in rem" shall be treated as a claim
       "in personam."

         (b) Employer's Liability Insurance with minimum limits of $1,000,000
       per occurrence and maritime endorsement coverage, covering injury or
       death to any employee which may be outside the scope of the Worker's
       Compensation statute of each state in which the Pipe is or will be
       located or outside the scope of similar federal statutes if the Pipe is
       or will be located outside state jurisdiction.

         (c) Comprehensive General Liability Insurance, including contractual
       liability insuring the indemnity agreement as set out in this Agreement
       and Lessee's Protective Liability Insurance covering work sublet, with
       minimum limits of $1,000,000 applicable to bodily injury, sickness or
       death in any one occurrence and $1,000,000 for loss or damage to property
       in any one occurrence. Such insurance shall also include (1) coverage for
       property damage due to blasting and explosion, structural property
       damage, underground property damage, and surface damage from blowout and
       cratering, (2) Completed Operations and/or Products Liability coverage,
       and (3) an endorsement to the policies stating that a claim "in rem"
       shall be treated as a claim "in personam."

         (d) Comprehensive Automobile Liability Insurance covering owned,
       non-owned and hired vehicles used by Lessee with minimum limits of (1)
       $500,000 applicable to bodily injury, sickness, or death of any one
       person, (2) $1,000,000 for more than one person in any one occurrence,
       and (3) $500,000 for damage to property in any one occurrence.


                                       5

<PAGE>

         (e) Lessee shall carry or require the owners of the watercraft to
       carry: (1) Hull and Machinery insurance (including Collision Liability)
       in an amount not less than the market value of the watercraft, and (2)
       Protection and Indemnity Insurance in an amount not less than the market
       value of the watercraft or $1,000,000, whichever is greater. Both of such
       insurance coverages shall provide adequate navigation limits to cover the
       use of the Pipe hereunder and shall have the Charterer's and/or Owner's
       Limitation Clause deleted.

         (f) Lessee shall carry or require the owners of the aircraft to carry:
       (1) All Risks Hull Insurance in an amount equal to the replacement value
       of the aircraft, and (2) Bodily Injury Liability, including Passenger
       Liability and Public Liability, of not less than $1,000,000 per passenger
       seat in any one occurrence and $1,000,000 for loss of or damage to
       property in any one occurrence. Such insurance shall include an
       endorsement for Guest Voluntary Settlement.

         (g) Lessee shall carry a minimum limit of $10,000,000 insurance
       coverage for each and every occurrence, which may be the combination of
       primary and excess liability or umbrella coverages.

       13.2. Waiver of Subrogation Endorsements. Lessee shall cause all of
       Lessee's insurance policies to be endorsed to provide that all
       underwriters waive subrogation (whether by loan receipt, equitable
       assignment, or otherwise) against members of Lessor Group.

       13.3. Additional Insured and Primary Coverage. Lessee shall cause all
       insurance policies provided by Lessee pursuant to Section 13.1 hereof to
       name Lessor Group as additional insured under all such policies, except
       for Worker's Compensation Insurance and Employer's Liability Insurance.
       All such insurance policies, except Worker's Compensation Insurance and
       Employer's Liability Insurance, shall be endorsed to provide that all
       such insurances are primary and non-contributing with any other insurance
       maintained by any member of Lessor Group.

       13.4. Furnishing of Insurance Certificates and Policies. Within thirty
       (30) days after the Effective Date, Lessee shall furnish Lessor with
       Certificates of Insurance satisfactory to Lessor, which shall evidence
       that the coverages specified herein are in full force and effect and
       provide that such insurance policies shall not be canceled, reduced, or
       materially changed without thirty (30) days prior written notice to
       Lessor. If Lessor requests copies, Lessee moreover agrees to furnish
       Lessor with legible, complete copies of all insurance policies called for
       under this Agreement, including, but not limited to, all declarations
       pages, coverage provisions, terms, conditions, exclusions, endorsements
       and amendments. Failure of Lessor to object to Lessee's failure to
       furnish such Certificates of Insurance or to object to any defect therein
       shall not be deemed a waiver of Lessee's obligation to furnish the
       Certificates of Insurance and the insurance coverage described herein.
       Any deficiency in the coverages or amounts or policy limits of Lessee's
       insurance coverages required hereunder shall be the responsibility of
       Lessee.


                                       6

<PAGE>

14.    TAXES AND CLAIMS.

       14.1. Lessee Payment of Taxes, Licenses and Fees. Lessee shall pay all
       taxes, licenses, and fees levied or assessed on Lessee or on Lessee's
       payments to Lessor (excluding federal income taxes) in connection with or
       incident to Lessee's rental of the Pipe or this Agreement by any
       governmental agency. Lessee shall reimburse Lessor on demand for all
       taxes or governmental charges, state or federal, which Lessor may be
       required, or deem necessary, to pay on account of Lessee Group.

       14.2. Liens and Indemnification for Liens. Lessee shall pay all claims
       for labor, materials, services, and supplies furnished to Lessee or
       Lessee Group and agrees to allow no lien or charge to be fixed on the
       Pipe or any other property of the Lessor Group. Lessee shall save,
       indemnify, protect, and hold harmless Lessor from and against all such
       claims and liens.

15.    ASSIGNMENT. Lessee may not assign this Agreement in whole or in part
without the prior written consent of Lessor. If Lessor consents to any
assignment of this Agreement, Lessee (a) shall remain primarily liable for all
liabilities and obligations of Lessee hereunder, and (b) agrees to have its
assignee comply with all provisions of this Agreement. Subject to the foregoing,
all of the terms and provisions of this Agreement shall be binding upon, inure
to the benefit of, and be enforceable by the successors and assigns of Lessor
and Lessee.

16.   EXAMINATION AND INSPECTION. Lessee agrees to afford Lessor access to the
Pipe for the purpose of examination and inspection at all reasonable times
during the Term hereof.

17.   NOTICES. All notices under this Agreement other than billing shall be in
writing and shall be hand delivered or deposited in the U.S. mail, postage
prepaid, addressed as follows:

         To Lessee:
                        ----------------------------------------------------

                        ----------------------------------------------------

                        ----------------------------------------------------

                        Attn:
                             -----------------------------------------------


         To Lessor:                 Chiles Offshore Inc.
                                    11200 Richmond Avenue, Suite 490
                                    Houston, Texas  77082
                                    Attn:  Accounts Receivable Dept.

18.   MISCELLANEOUS.

       18.1. The parties agree that time is of the essence under this Agreement.

       18.2. The section and paragraph headings in this Agreement are for
       convenience only, and they shall not be employed to construe or interpret
       the provisions of this Agreement.

       18.3. The rights herein given to either party hereto may be exercised
       from time to time, singularly or in combination, and the waiver of one or
       more of such rights shall not be deemed to be a waiver of such right in
       the future, or of any one or more of the other rights


                                       7

<PAGE>

       which the exercising party may have. No waiver of any breach of a term,
       provision or condition of this Agreement by one party shall be deemed to
       have been made by the other party hereto, unless such waiver is expressed
       in writing and signed by an authorized representative of such party. The
       failure of either party to insist upon the strict performance of any
       term, provision or condition of this Agreement, or to exercise any option
       herein given, shall not be construed as a waiver or relinquishment in the
       future of the same or any other term, provision, condition or option.

       18.4. If any one or more of the provisions of this Agreement shall for
       any reason be held by a court of competent jurisdiction to be invalid,
       illegal or unenforceable in any respect, such invalidity, illegality or
       unenforceability shall not affect the remaining provisions of this
       Agreement, and this Agreement shall be construed as if such invalid,
       illegal or unenforceable provision had never been a part hereof.

       18.5. If any litigation is commenced between the parties concerning this
       Agreement, the party prevailing in such litigation shall be entitled to
       the reasonable attorneys' fees and expenses of counsel, courts costs and
       other litigation expenses incurred by reason of such litigation.

19.   GOVERNING LAW AND VENUE. THIS AGREEMENT SHALL BE CONSTRUED AND THE
RELATIONS BETWEEN THE PARTIES DETERMINED IN ACCORDANCE WITH, TO THE EXTENT
APPLICABLE, THE GENERAL MARITIME LAW OF THE UNITED STATES OF AMERICA, AND TO THE
EXTENT NOT APPLICABLE, THE LAWS OF THE STATE OF TEXAS, NOT INCLUDING, HOWEVER,
ANY OF THEIR CONFLICTS OF LAW RULES OR PROVISIONS WHICH WOULD DIRECT OR REFER TO
THE LAWS OF ANOTHER JURISDICTION. THE EXCLUSIVE VENUE AND JURISDICTION FOR THE
ENFORCEMENT OF ANY RIGHT, BENEFIT, REMEDY OR CAUSE OF ACTION UNDER OR
DECLARATION REFERABLE TO THIS AGREEMENT SHALL BE THE FEDERAL OR STATE DISTRICT
COURTS IN HARRIS COUNTY, TEXAS. EACH PARTY TO THIS AGREEMENT IRREVOCABLY
CONSENTS TO BE SUBJECT TO SUCH VENUE AND JURISDICTION IN HARRIS COUNTY, TEXAS
AND ACKNOWLEDGES THAT SAID COUNTY IS THE EXCLUSIVE COUNTY FOR VENUE AND
JURISDICTIONAL PURPOSES.

20.   ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
Lessee and Lessor regarding the subject matter hereof, and supersedes all
previous communications, representations, or agreements, either oral or written,
with respect to such subject matter. No agreement or understanding varying or
extending the terms hereof will be binding on either party unless written and
duly executed by an authorized representative of each party. The execution by
any Company employee or representative of any receipt or similar document
prepared by Lessee and containing any contrary or additional terms shall not
modify or add to the terms of this Agreement or create a new agreement.


                                       8

<PAGE>

         IN WITNESS WHEREOF, Lessor and Lessee have caused their duly authorized
representatives to execute this Agreement effective as of the date first
referenced above.

                                CHILES OFFSHORE INC.



                                By:  /s/  DONALD B. GREGG
                                     ----------------------------------------
                                Name:  Donald B. Gregg
                                       --------------------------------------
                                Title: Senior VP - Operations and Engineering
                                       --------------------------------------



                                HERCULES OFFSHORE CORPORATION



                                By:  /s/ THOMAS J. SEWARD II
                                     ----------------------------------------
                                Name:  Thomas J. Seward II
                                       --------------------------------------
                                Title:
                                       --------------------------------------


                                       9

<PAGE>

                                    EXHIBIT A
                                    ---------


                                       To
                           Drill Pipe Rental Agreement
         Between Hercules Offshore Corporation and Chiles Offshore Inc.
                             Dated February 25, 2002



521 Joints (approximately 16,150 linear feet) 5" Grade S-135 upset H Series
Drill Pipe as follows:

     Pipe O.D. 5" 19.50 lb., IUE Upset, Range 2, NC 50 Connections, 6 5/8' O.D.
     Tool Joints. Tool Joint I.D. 31/4", 9" Pin, 12" Box  Arnco 200XTHard
     Banding, Box Only. Internally Plastic Coated.

Manufactured in accordance with Chiles Offshore Inc. Specification CODPSpRv4