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                                                                    EXHIBIT 10.3

                    AGREEMENT FOR PURCHASE AND SALE OF ASSETS
                               [RIGS 131 AND 145]

     THIS AGREEMENT made this 6th day of May, 2005.

BETWEEN:

         PARKER DRILLING COMPANY OF OKLAHOMA INCORPORATED, HOME OFFICE

                      (hereinafter referred to as "VENDOR")

                                      -and-

                          SAXON SERVICES DE PANAMA S.A.

                    (hereinafter referred to as "PURCHASER")

     WHEREAS, the Vendor wishes to sell, and the Purchaser wishes to purchase,
the Assets upon the terms and conditions of this Agreement.

     NOW THEREFORE in consideration of the premises hereto and of the covenants,
warranties, representations, agreements and payments herein set forth and
provided for, the Parties hereto covenant and agree as follows:

1.   INTERPRETATION

     (a)  DEFINITIONS

          Unless the context otherwise requires, in this Agreement (including
          the premises hereto, this clause and each Schedule) the words and
          phrases set forth below shall have the meaning ascribed thereto below,
          namely:

          "ASSETS" means:

          (i)  two (2) drilling rigs described in Schedule "A" hereto (the
               "RIGS") and all related inventory, equipment and tools, including
               all spares, drill pipe and collars, handling tools, subs, hand
               tools and those other items set out in Schedule "A," but
               specifically excluding the Excluded Assets;

          (ii) to the extent transferable, the full benefit of all warranties,
               rights, claims and securities held by the Vendor against third
               parties in relation to the Assets including, without limitation,
               all rights and claims of the Vendor in respect of all
               representations, warranties, covenants and indemnities made or
               given by third parties to or for the benefit of the Vendor or to
               which the Vendor has succeeded;

          (iii) all business and financial records of the Vendor related solely
               to the ownership, operation and maintenance of the Assets,
               excluding the records described in subclauses (vii) and (viii) of
               the Excluded Assets definition;
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          "CLOSING" means the transfer of the Assets to the Purchaser, the
          payment by Purchaser to Vendor of the Purchase Price, the delivery of
          all documents required hereby and the completion of all other
          transactions contemplated by this Agreement to occur on the Closing
          Date;

          "CLOSING DATE" means the date on which the Closing occurs, which shall
          be such date and time as mutually agreed by the Parties after the date
          hereof;

          "COLOMBIA PURCHASE AGREEMENT" means the Agreement for Purchase and
          Sale of Assets (Colombia), dated of even date herewith, by and between
          the Colombia branch of Parker Drilling Company International Limited
          and Saxon Services de Panama S.A., Sucursal Colombia;

          "ENCUMBRANCES" means liens, charges, pledges, options, promises to
          sell, lease or otherwise dispose of or encumber, mortgages, deeds of
          trust, security interests, claims, restrictions on title or transfer
          and other encumbrances of every type and description, whether imposed
          by law, agreement, understanding or otherwise, but excluding (i) liens
          for taxes or assessments not yet due and payable, (ii) mechanics',
          materialmen's, carriers', workers', repairers' and other similar liens
          arising or incurred in the ordinary and usual course of business
          relating to obligations that are not yet due and payable, (iii) any
          liens, encumbrances and other matters created or suffered by any
          landlord, sublandlord, grantor, lessor or licensor, as applicable,
          with an interest therein, arising or incurred in the Ordinary Course
          of Business and not yet enforceable, and (iv) such other encumbrances
          and encroachments the underlying obligations of which do not exceed
          $10,000 in the aggregate;

          "ENVIRONMENTAL CLAIM" shall mean any and all administrative,
          regulatory or judicial actions, suits, demands, demand letters,
          claims, liens, notices of noncompliance or violation, investigations
          or other adversarial proceedings relating to any Environmental Law or
          Environmental Permit including, without limitation (i) any and all
          claims by Governmental Authorities for enforcement, cleanup, removal,
          response, remedial or other similar actions or damages pursuant to any
          applicable Environmental Law and (ii) any and all claims by a third
          party seeking damages, contribution, indemnification, cost recovery,
          compensation or injunctive relief resulting from unauthorized releases
          of Hazardous Substances or arising from alleged injury or threat of
          injury to human health, property, or the environment resulting from
          exposures to or releases of Hazardous Substances. An "Environmental
          Claim" includes, but is not limited to, a common law action, as well
          as a proceeding to issue, modify, terminate or enforce the provisions
          of an Environmental Permit or to enforce the requirements of
          Environmental Law;

          "ENVIRONMENTAL LAW" shall mean any federal, state, territorial or
          local statute, law, rule, regulation, ordinance, code or policy, of
          any Governmental Authority with jurisdiction over the Assets or the
          Vendor's operations in Peru (compliance with which is required by law
          or if the failure to comply therewith would be reasonably foreseeable
          to result in an adverse Environmental Claim), and any binding judicial
          or administrative interpretation thereof, including any judicial or
          administrative order, consent decree or judgment, relating to the
          protection or preservation of the environment or Hazardous Substances;

          "ENVIRONMENTAL PERMITS" shall mean all permits, approvals,
          identification numbers, licenses and other authorizations required
          under any applicable Environmental Law;


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          "ESCROW AGENT" means Locke Liddell & Sapp LLP;

          "ESCROW AGREEMENT" means the Escrow Agreement dated of even date
          herewith among the Parties, Universal Rig Services Corp., Parker
          Drilling Company International Limited, Saxon Services del Peru S.A.,
          Saxon Services de Panama S.A., Sucursal Colombia, and the Escrow
          Agent;

          "ESCROW FUNDS" shall have the meaning set forth in subclause 2(c);

          "EXCLUDED ASSETS" shall mean (i) all contracts, leases, agreements,
          permits and licenses of the Vendor, (ii) all accounts and notes
          receivable of the Vendor, (iii) all cash and cash equivalents and the
          cash balances in the bank accounts of the Vendor, (iv) the insurance
          policies of the Vendor, (v) the minute book, stock transfer book and
          corporate seal of the Vendor, (vi) all capital stock and other equity
          interests owned by the Vendor, (vii) all financial, accounting, legal,
          tax and audit records of the Vendor not related solely to the Assets,
          (viii) all original tax and audit records which support the tax
          returns filed by Vendor, whether or not related to the Assets, (ix)
          any intellectual property licenses of the Vendor, including without
          limitation, all computer software (including source and object codes),
          databases, data models or structures, algorithms, system architectures
          and related documentation, data and manuals, (x) all patents,
          trademarks, service marks, trade dress, trade names, logos, copyrights
          and mask works, registrations, applications and goodwill associated
          with the foregoing, trade secrets, know-how and confidential business
          information owned or used by the Vendor (including graphs and drawings
          not solely related to the Assets, price lists, market studies,
          business plans and business opportunities), (xi) all rights in
          Internet web sites and domain names used by the Vendor, and (xii) all
          rights in electronic mail addresses and in telephone, facsimile, cable
          or similar numbers used by the Vendor;

          "GOVERNMENTAL AUTHORITY" means any governmental entity exercising
          executive, legislative, judicial, regulatory or administrative
          functions, including any regulatory authority, agency, department,
          board, commission or instrumentality of government, with jurisdiction
          over the Assets or the Vendor's operations in Peru;

          "HAZARDOUS SUBSTANCE" means any material designated by applicable
          Environmental Laws as a pollutant, contaminant, or industrial, toxic
          or hazardous waste or toxic or hazardous substance;

          "LEGAL REQUIREMENT" means any requirement under any federal, state,
          local, municipal, or foreign law applicable to the Assets or the
          Vendor's operations in Peru;

          "NEW YORK CONVENTION" means the United Nations Convention on the
          Recognition and Enforcement of Foreign Arbitral Awards;

          "ORDINARY COURSE OF BUSINESS" means the ordinary course of Vendor's
          business consistent with Vendor's past custom and practice and in
          accordance with good oilfield practice;

          "OTHER PURCHASE AGREEMENTS" means, collectively, the Colombia Purchase
          Agreement, the Peru Purchase Agreement (250) and the Peru Purchase
          Agreement (228);

          "PARTIES" means the parties to this Agreement and "Party" means either
          of them;


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          "PERSON" means any individual, partnership, limited partnership, joint
          venture, syndicate, sole proprietorship, corporation, unincorporated
          association, trust or legal representative;

          "PERU PURCHASE AGREEMENT (250)" means the Agreement for Purchase and
          Sale of Assets (Peru) dated of even date herewith for the sale of Rig
          250, by and between Parker Drilling Company of Oklahoma Incorporated
          and Saxon Services del Peru S.A.;

          "PERU PURCHASE AGREEMENT (228)" means the Agreement for Purchase and
          Sale of Assets (Peru) dated of even date herewith for the sale of Rig
          228, by and among Universal Rig Services Corp., Parker Drilling
          Company International Limited and Saxon Services del Peru S.A.;

          "TOTAL LOSS" means a loss that constitutes a total, actual,
          constructive or arranged loss of the Assets under the Vendor's
          insurance policies.

     (b)  INCORPORATION OF SCHEDULES

          Attached hereto are the following schedules:

          A - Drilling Rigs and Inventory and Consumable Spare Parts

          All schedules hereto are incorporated into and are part of this
          Agreement by this reference as fully as though contained in the body
          of this Agreement.

     (c)  SCHEDULE REFERENCES

          References herein to a schedule shall mean a reference to a schedule
          to this Agreement. References in any schedule to "the Agreement" shall
          mean a reference to this Agreement. References in any schedule to
          another schedule shall mean a reference to a schedule to this
          Agreement.

     (d)  CLAUSE AND SUBCLAUSE REFERENCES

          References herein to an article, clause or subclause shall mean a
          reference to an article, clause or subclause within the body of this
          Agreement. References herein to a subclause without identifying the
          clause of which the subclause referred to is a part shall mean a
          reference to such subclause within the same clause as is the subclause
          in which such reference is made.

     (e)  HEADINGS

          The headings of clauses and subclauses herein and in the schedules are
          inserted for convenience of reference only and shall not affect or be
          considered to affect the construction of the provisions hereof.

     (f)  GENDER

          In this Agreement words importing persons include companies and vice
          versa and words importing the masculine gender include the feminine
          and neuter genders and vice versa.


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     (g)  CURRENCY

          All references herein to currency are references to currency of United
          States of America.

     (h)  KNOWLEDGE

          As used herein, the phrase "to the best of Vendor's knowledge" or any
          phrase of similar import shall refer to the actual knowledge of Robert
          L. Parker, Jr., David Mannon, James Whalen, David McCann, Steve
          Carmichael and Ron Potter, without requirement for investigation or
          inquiry.

     (i)  AGREEMENT OF CONSTRUCTION

          This Agreement and all other documents executed and delivered pursuant
          hereto are the result of negotiations among and have been reviewed by
          respective legal counsel for the Parties and are the products of all
          Parties. Accordingly, they shall not be construed against any Party
          merely because of that Party's involvement in their preparation.

     (j)  INCONSISTENCIES

          If there is a direct contradiction between any provision contained in
          the body of this Agreement and those of a schedule to this Agreement,
          the provisions contained in the body of this Agreement shall prevail.
          Wherever any provision of this Agreement directly contradicts any
          provision of any document executed and delivered in connection with
          the Closing of the transactions contemplated by this Agreement, the
          provisions of this Agreement shall prevail.

2.   PURCHASE OF ASSETS

     (a)  The Vendor hereby agrees to sell to the Purchaser and the Purchaser
          hereby agrees to purchase from the Vendor, the Assets pursuant to the
          terms and conditions of this Agreement. The Vendor is not
          transferring, and shall retain all right, title and interest in and
          to, the Excluded Assets.

     (b)  The purchase price (the "PURCHASE PRICE") for the purchase of the
          Assets is $7,000,000. Such Purchase Price shall be allocated among the
          Assets as follows:

          (i)  Rigs - $5,500,000;

          (ii) Inventory and Consumable Spare Parts - $1,500,000.

          The allocations set forth above will be used by the Parties as the
          basis for reporting asset values and other items for purposes of all
          required tax returns, and the Parties shall not assert, in connection
          with any audit or other proceeding with respect to taxes, any asset
          values or other items inconsistent with the allocations set forth
          above.

     (c)  Contemporaneously with the execution and delivery of this Agreement,
          the Purchaser has deposited $7,000,000 (the "ESCROW FUNDS") with the
          Escrow Agent, which Escrow Funds shall be retained by the Escrow Agent
          in trust in accordance with the Escrow Agreement, and


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          either applied towards the Purchase Price on the Closing Date or
          retained by the Vendor or returned to the Purchaser in accordance with
          the terms of this Agreement.

     (d)  The Purchaser shall be liable for any transfer taxes, stamp, sales and
          use taxes and similar taxes, assessments, levies, tariffs, imposts,
          tolls, duties, export and import fees and charges, value added taxes,
          and similar costs relating to the sale or purchase of the Assets
          hereunder (collectively, "TRANSFER TAXES") and for any related
          interest and penalties, excluding any tax on or measured by net or
          gross income or gain of the Vendor. The Purchaser shall promptly
          indemnify, defend and hold harmless the Vendor, its directors,
          officers, employees, agents, parent, subsidiaries and affiliates from
          any liability for any Transfer Taxes (including interest and penalties
          thereon). The Vendor and Purchaser agree to take all such steps as are
          reasonably required to minimize any adverse tax consequences in
          respect of the transactions contemplated by this Agreement; provided
          that no Party shall be required to take any action that, in such
          Party's reasonable belief, would be detrimental to its tax position.

3.   MAINTENANCE OF ASSETS

     (a)  At all times between the date of this Agreement and the Closing Date
          and subject at all times to the terms and conditions of this
          Agreement, the Vendor shall continue to maintain insurance coverage on
          the Assets in accordance with its present arrangements and in material
          compliance with all applicable Legal Requirements.

     (b)  Between the date of this Agreement and the Closing Date, the Vendor
          shall not, without the Purchaser's prior written consent, such consent
          not to be unreasonably withheld, conditioned or delayed, or as
          otherwise specifically contemplated by this Agreement:

          (i)  authorize, commit to or make any disposition of any of the
               Assets;

          (ii) enter into any drilling contract to which any Rig is subject; or

          (iii) waive any right or claim or enter into any compromise or
               settlement of any litigation, proceeding or investigation by any
               Governmental Authority that would be reasonably expected to
               materially impair the Purchaser's ownership, operation or use of
               the Assets after the Closing Date.

4.   ACCESS TO RECORDS; OTHER MATTERS

     (a)  Notwithstanding that it is contemplated that the Purchaser shall have
          completed its due diligence prior to the date of this Agreement, if
          reasonably required, during the period following the date hereof until
          the Closing Date, the Vendor shall make available to the Purchaser or
          its authorized representatives for inspection and review during normal
          business hours, the Assets and all of the books and records of Vendor
          relating to the Assets and all contracts, leases, agreements and other
          documents relating to the Assets. The Purchaser will conduct this
          inspection and review in a reasonable manner that does not interfere
          materially with the normal operations of Vendor or its affiliates.

     (b)  Until the Closing Date, the Purchaser shall keep confidential all
          information regarding the Vendor and the Assets given to the Purchaser
          by or on behalf of the Vendor in accordance with and subject to that
          certain Confidentiality Agreement dated February 24, 2005 between
          Saxon Energy Services Inc. ("SAXON") and the Vendor (the
          "CONFIDENTIALITY AGREEMENT").


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     (c)  Promptly following the Closing, but in any event within ninety (90)
          days after the Closing Date, the Purchaser shall remove, or cause to
          be removed, from the Assets, any markings bearing the name "Parker"
          (including any variations or derivations thereof) or any trademarks,
          tradenames or logos of Vendor or any of its affiliates.

5.   CLOSING

     The Closing of the sale of the Assets by the Vendor to the Purchaser shall
     be held on the Closing Date at the offices of the Vendor, or at such other
     place as mutually agreed by the Parties.

     (a)  At Closing, the Vendor will deliver to the Purchaser the following:

          (i)  a bill of sale of the Assets in form and substance mutually
               satisfactory to the Parties, duly executed by the Vendor;

          (ii) to the extent transferable, a transfer of all warranties, rights,
               claims and securities held by the Vendor against third parties in
               relation to the Assets;

          (iii) such resolutions of the Vendor as required to approve and
               authorize the sale of the Assets to the Purchaser;

          (iv) the books, records and documents described in clause 1(a)(iii);

          (v)  a guarantee of the obligations of the Vendor under this
               Agreement, in form and substance mutually satisfactory to the
               Parties, duly executed by Parker Drilling Company;

          (vi) a joint direction to the Escrow Agent to pay the Escrow Funds to
               the account designated by the Vendor;

          (vii) a legal opinion of the Vendor's counsel that:

               A.   the Vendor has been duly incorporated and is validly
                    existing and in good standing under the laws of its
                    jurisdiction of incorporation;

               B.   the Vendor has the authority to enter into this Agreement
                    and all other documents contemplated by this Agreement, this
                    Agreement and all other documents contemplated by this
                    Agreement have been duly authorized, executed and delivered
                    by the Vendor and this Agreement and all other documents
                    contemplated by this Agreement constitute legal, valid and
                    binding obligations of the Vendor enforceable in accordance
                    with their respective terms subject to customary exceptions
                    and qualifications; and

               C.   all necessary corporate actions and proceedings of the
                    Vendor have been taken to permit the Assets to be duly and
                    validly sold, assigned and transferred to the Purchaser;

          (viii) such other documents as the Purchaser may reasonably require to
               transfer the Assets to the Purchaser in accordance with this
               Agreement.


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     (b)  At Closing, the Purchaser will deliver to the Vendor the following:

          (i)  a joint direction to the Escrow Agent to pay the Escrow Funds to
               the account designated by the Vendor;

          (ii) a guarantee of the obligations of the Purchaser under this
               Agreement, in form and substance mutually satisfactory to the
               Parties, duly executed by Saxon;

          (iii) such resolutions of the Purchaser as are required to approve and
               authorize the purchase of the Assets by the Purchaser;

          (iv) a legal opinion of the Purchaser's counsel that:

               A.   the Purchaser has been duly incorporated and is validly
                    subsisting under the laws of its jurisdiction of
                    incorporation and where it carries on business;

               B.   the Purchaser has the authority to enter into this Agreement
                    and all other documents contemplated by this Agreement and
                    this Agreement and all other documents contemplated by this
                    Agreement have been duly authorized, executed and delivered
                    by the Purchaser and constitute legal, valid and binding
                    obligations of the Purchaser enforceable in accordance with
                    their respective terms subject to customary exceptions and
                    qualifications;

               C.   all necessary action and proceedings of the Purchaser have
                    been taken to permit the Assets to be duly and validly
                    purchased by the Purchaser.

     (c)  On the Closing Date the Vendor will transfer and deliver possession of
          all of the Assets to the Purchaser. Upon completion of the Closing,
          title, ownership, possession and risk of loss of the Assets shall pass
          to the Purchaser and the Purchaser shall take delivery and possession
          of the Assets wherever they are located on the Closing Date.

6.   VENDOR'S REPRESENTATIONS

     The Vendor covenants with and represents and warrants to the Purchaser
     realizing that the Purchaser is relying upon such covenants,
     representations and warranties, that:

     (a)  The Vendor has been duly incorporated and is validly existing under
          the laws of its jurisdiction of incorporation and has all requisite
          authority, power and corporate capacity to carry on its business, as
          now conducted and to own its properties and assets and has good right,
          full power and absolute authority to carry out its obligations under
          this Agreement, including, without limitation, the sale, transfer,
          assignment and conveyance of the Assets to the Purchaser in the manner
          herein provided for according to the true intent and meaning of this
          Agreement;

     (b)  The Vendor has good and marketable title to the Assets and the Assets
          are owned by the Vendor free and clear of all Encumbrances, and no
          person has any agreement or option or any right capable of becoming an
          agreement for the purchase, lease or encumbering of the Assets or any
          of them;


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     (c)  There are no lawsuits, claims, proceedings, actions, judgments or
          investigations pending or, to the best of the Vendor's knowledge,
          threatened or contemplated against or with respect to, the Assets or
          the Vendor that would reasonably be expected to adversely affect the
          Purchaser's possession, ownership or operation of any of the Assets;

     (d)  The Vendor is in compliance with all Legal Requirements and orders of
          Governmental Authorities, except to the extent that non-compliance
          would not reasonably be expected to result in a material claim against
          the Assets, and:

          (i)  no event has occurred or circumstance exists that (with or
               without notice or lapse of time) would reasonably be expected to
               constitute or result in a violation by Vendor of, or a failure on
               the part of Vendor to comply with, any Legal Requirement in
               respect to the Vendor's possession, ownership or operation of the
               Assets, except for a violation or failure to comply that would
               not reasonably be expected to result in a material claim against
               the Assets; and

          (ii) Vendor has not received any written notice or other written
               communication from any Governmental Authority regarding any
               violation of, or failure to comply with, any Legal Requirement in
               respect of the Vendor's possession, ownership or operation of the
               Assets;

     (e)  The execution, delivery of, performance of and compliance with the
          terms of this Agreement and any agreements to be executed and
          delivered pursuant hereto by the Vendor, will not conflict with any
          term or provision of the articles or certificate of incorporation or
          bylaws or resolutions of the directors of the Vendor, result in any
          breach of, or constitute a default under and do not and will not
          create a state of facts which, after notice or lapse of time or both,
          would result in a breach of or constitute a default under any term or
          provision of any indenture, mortgage, note, contract, agreement
          (written or oral), instrument, lease or other document to which the
          Vendor is a party or by which it is bound, or violate any judgment,
          decree, order, statute, rule or regulation applicable to the Vendor,
          which default, breach or violation would reasonably be expected to
          have a material adverse effect on the Assets. Except for approval by
          the Vendor's board of directors obtained on or prior to the date
          hereof, no consents, provisions or approvals are necessary for the
          Vendor to execute and deliver this Agreement and consummate the
          transactions contemplated hereby;

     (f)  This Agreement has been duly authorized, executed and delivered by the
          Vendor and all other documents executed and delivered by Vendor
          pursuant hereto shall be duly authorized, executed and delivered by
          the Vendor and will constitute legal, valid and binding obligations of
          the Vendor enforceable in accordance with their respective terms,
          subject to the qualification that such enforceability may be subject
          to (i) bankruptcy, insolvency, fraudulent preference, reorganization
          or other laws relating to or affecting creditors rights generally; and
          (ii) general principles of equity (regardless of whether such
          enforceability is considered in a proceeding at equity or in law);

     (g)  Schedule "A" constitutes a complete and accurate list and description
          as of the date hereof of the Rigs and all related inventory, equipment
          and tools, including all spares, drill pipe and collars, handling
          tools, subs, hand tools and other items constituting part of the
          Assets (excluding, however, any Excluded Assets);


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     (h)  The Assets are in material compliance with all Environmental Laws
          applicable to the Vendor's operations in Peru relating to the
          protection of the environment, occupational health and safety or the
          processing, use, treatment, storage, disposal, discharge, transport or
          handling of Hazardous Substances and the Vendor holds all
          Environmental Permits required by Environmental Laws for the operation
          of the Assets as operated by Vendor on the date hereof, except to the
          extent that any non-compliance with Environmental Laws or failure to
          obtain an Environmental Permit would not reasonably be expected to
          result in a material Environmental Claim against the Assets. The
          Vendor has not received written notice of any Environmental Claims or
          been prosecuted for, an offence alleging non-compliance of any Asset
          with any Environmental Law, and, to the best of Vendor's knowledge,
          there are no orders or directions relating to environmental matters
          requiring any work, repairs, construction or capital expenditures to
          be made with respect to the Assets, nor has the Vendor received
          written notice of any of the same. To the best of Vendor's knowledge,
          there has not been a release of any Hazardous Substance on or from any
          Asset with respect to which the Vendor is or may reasonably be alleged
          to have material liability, other than a release that would not
          reasonably be expected to result in a material Environmental Claim
          against the Assets, nor has the Vendor received any written notice
          that it is potentially responsible for a federal, provincial,
          municipal or local clean-up site or corrective action under any
          applicable Environmental Laws that would be binding on the Purchaser
          or the Assets after the Closing. The representations in this clause
          6(h) shall constitute the sole and exclusive representations provided
          by the Vendor regarding environmental matters;

     (i)  The Vendor has not assigned or in any way restricted its right nor has
          any third party restricted the Vendor's right to receive revenue from
          the Assets in any manner that will impair the Purchaser's right to
          receive revenues from the Assets after the Closing Date;

     (j)  The Assets are insured and all policies of insurance insuring the
          Assets are in full force and effect and the Vendor is in compliance
          with the terms of such policies in all material respects;

     (k)  The Vendor is not in a state of bankruptcy or moratorium and has not
          sought protection under any bankruptcy or moratorium law or in general
          sought or initiated any action designed to receive protection against
          creditors in general;

     (l)  The Vendor has not incurred any liability, contingent or otherwise,
          for broker's, agent's or finder's fees in respect of this Agreement
          for which the Purchaser shall have any obligation or liability;

     (m)  Between April 15, 2005 and the date hereof the Assets have been
          maintained by the Vendor in substantially the same condition as when
          inspected by the Purchaser, reasonable wear and tear excepted, and no
          Assets have been transferred or lost (subject to consumption and
          replenishment of inventory in the Ordinary Course of Business);

     (n)  To the best of Vendor's knowledge, the Assets together with the assets
          sold pursuant to the Peru Purchase Agreement (250) constitute all of
          the assets of the Vendor and its affiliates in Iquitos, Peru.

7.   VENDOR'S REPRESENTATIONS-SURVIVAL AND OTHER MATTERS

     EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET OUT IN CLAUSE 6 HERETO,
     THE VENDOR IS SELLING AND THE PURCHASER IS PURCHASING THE ASSETS "AS IS,
     WHERE IS" AND "WITH ALL FAULTS," AND THE


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<PAGE>
     VENDOR IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER
     EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THOSE
     REGARDING MERCHANTABILITY, VALUE, PHYSICAL CONDITION, PERFORMANCE, USE OR
     FITNESS FOR ANY PARTICULAR PURPOSE OF THE ASSETS. THE PURCHASER AGREES, BY
     ITS EXECUTION HEREOF, THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES
     EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, AND THE PURCHASER DOES
     FURTHER AGREE THAT IT HAS EXAMINED AND IS FAMILIAR WITH THE ASSETS AND IS
     NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES REGARDING THE ASSETS OTHER
     THAN AS SET FORTH IN CLAUSE 6 OF THIS AGREEMENT.

     Notwithstanding anything to the contrary herein expressed or implied, it is
     expressly agreed and understood that the representations and warranties
     contained in clause 6 of this Agreement shall survive the Closing for a
     period of two (2) years from the Closing Date. No claim for breach of the
     representations and warranties contained in clause 6 may be made by the
     Purchaser unless written notice of such claim has been given to the Vendor
     within the two (2) year time period referred to above; provided that any
     such claim shall be subject in all respects to the limitations set forth in
     Article 15, except that the Basket and Cap set forth in clause 15(a) shall
     not apply to breaches of the representations and warranties in clauses
     6(a), 6(b), 6(e), 6(f), 6(k), 6(l) and 6(m) and the Basket set forth in
     clause 15(a) shall not apply to breaches of the representations and
     warranties in clause 6(i). This clause shall not limit enforceability of
     any covenant or agreement of the Parties which contemplates performance
     after the Closing.

8.   PURCHASER'S REPRESENTATIONS

     The Purchaser covenants with and represents and warrants to the Vendor
     realizing that the Vendor is relying upon such covenants, representations
     and warranties, that:

     (a)  The Purchaser is duly incorporated and validly existing under the laws
          of Panama and has good right, full power and absolute authority to
          purchase the Assets from the Vendor according to the true intent and
          meaning of this Agreement;

     (b)  The execution, delivery of, performance of and compliance with the
          terms of this Agreement and any agreements to be executed and
          delivered pursuant hereto by the Purchaser, and will not result in any
          breach of, or constitute a default under and do not and will not
          create a state of facts which, after notice or lapse of time or both,
          would result in a breach of or constitute a default under any term or
          provision of the articles, by-laws or resolutions of shareholders or
          directors of the Purchaser or any indenture, mortgage, note, contract,
          agreement (written or oral), instrument, lease or other document to
          which the Purchaser is a party or by which it is bound, or any
          judgment, decree, order, statute, rule or regulation applicable to the
          Purchaser;

     (c)  This Agreement has been duly authorized, executed and delivered by the
          Purchaser and all other documents executed and delivered by Purchaser
          pursuant hereto shall be duly authorized, executed and delivered by
          the Purchaser and will constitute legal, valid and binding obligations
          of the Purchaser enforceable in accordance with their respective
          terms, subject to the qualification that such enforceability may be
          subject to (i) bankruptcy, insolvency, fraudulent preference,
          reorganization or other laws relating to or affecting creditors rights
          generally; and (ii) general principles of equity (regardless of
          whether such enforceability is considered in a proceeding at equity or
          in law);

     (d)  The Purchaser (i) currently has sufficient immediately available funds
          in cash or cash equivalents and will at the Closing have sufficient
          immediately available funds, in cash, or (ii) has sufficient binding
          commitment letters from financing sources, true and correct copies of


                                       11
<PAGE>
          which have been provided to the Vendor prior to the date of this
          Agreement, to pay the portion of the Purchase Price payable at Closing
          and to pay any other amounts payable under this Agreement and to
          effect the transactions contemplated by this Agreement, all without
          any third-party consent or approval required;

     (e)  The Purchaser has not incurred any liability, contingent or otherwise,
          for broker's, agent's or finder's fees in respect of this Agreement
          for which the Vendor shall have any obligation or liability.

9.   SURVIVAL OF PURCHASER'S REPRESENTATIONS

     Notwithstanding anything to the contrary herein expressed or implied, it is
     expressly agreed and understood that the representations and warranties
     contained in clause 8 of this Agreement shall survive Closing for a period
     of two (2) years from the Closing Date. No claim for breach of the
     representations and warranties contained in clause 8 may be made by the
     Vendor unless written notice of such claim has been given to the Purchaser
     within the two (2) year time period referred to above; provided that any
     such claim shall be subject in all respects to the limitations set forth in
     Article 15, except that the Basket and Cap set forth in clause 15(b) shall
     not apply to breaches of the representations and warranties in clauses
     8(a), 8(b), 8(c) and 8(e). This clause shall not limit enforceability of
     any covenant or agreement of the Parties which contemplates performance
     after the Closing. Notwithstanding the foregoing, no breach by the
     Purchaser of any representation, warranty, covenant, agreement or condition
     of this Agreement shall be deemed to be a breach of this Agreement for any
     purpose hereunder, and neither the Vendor nor any affiliate of the Vendor
     shall have any claim or recourse against the Purchaser or its directors,
     officers, employees, affiliates, controlling persons, agents, advisors or
     representatives with respect to such breach, under Article 15 of this
     Agreement or otherwise, if the Vendor or any affiliate of the Vendor had
     actual knowledge prior to Closing of such breach.

10.  CONDITIONS PRECEDENT TO BOTH PARTIES' OBLIGATIONS

     The obligations of the Parties to complete the acquisition of the Assets
     pursuant hereto are subject to the following conditions being fulfilled or
     waived prior to Closing:

     (a)  since the date of this Agreement, there shall not have been commenced
          any proceeding by or on behalf of a third party seeking to enjoin the
          transactions contemplated hereby or that may have the effect of
          preventing, making illegal, or otherwise materially interfering with
          the transactions contemplated hereby; and

     (b)  no order, writ, injunction or decree shall have been entered and be in
          effect by any court or Governmental Authority, and no statute, rule,
          regulation, or other Legal Requirement shall be in effect, that
          restrains, enjoins, invalidates or materially restricts the
          transactions contemplated hereby.

11.  PURCHASER'S CONDITION PRECEDENT

     The obligation of the Purchaser to complete the acquisition of the Assets
     pursuant hereto is subject to the following condition being fulfilled or
     waived prior to or at Closing:

          The Purchaser shall be furnished with the items which the Vendor is to
          deliver at Closing pursuant to clause 5(a).


                                       12
<PAGE>
     The foregoing condition shall be for the exclusive benefit of the Purchaser
     and may be waived by it in writing in whole or in part.

12.  VENDOR'S CONDITION PRECEDENT

     The obligation of the Vendor to complete the sale of the Assets pursuant
     hereto is subject to the following condition being fulfilled or waived
     prior to or at Closing:

          The Vendor shall be furnished with the items which the Purchaser is to
          deliver at Closing pursuant to clause 5(b).

     The foregoing condition shall be for the exclusive benefit of the Vendor
     and may be waived by it in writing in whole or in part.

13.  SATISFACTION OF CONDITIONS PRECEDENT

     The Vendor and the Purchaser shall use all commercially reasonable efforts
     to satisfy and assist in the satisfaction of all conditions precedent.

14.  TERMINATION

     (a)  The Parties may terminate this Agreement as provided below:

          (i)  The Purchaser and the Vendor may terminate this Agreement by
               mutual written consent at any time prior to the Closing;

          (ii) The Purchaser may terminate this Agreement upon delivery of
               written notice to the Vendor if the Assets shall have suffered
               damage constituting a Total Loss;

          (iii) Either Party may terminate this Agreement upon delivery of
               written notice to the other Party if (A) there shall have been
               commenced a proceeding by or on behalf of a third party seeking
               to enjoin the transactions contemplated hereby or that has the
               effect of preventing, making illegal, or otherwise materially
               interfering with the transactions contemplated hereby, (B) an
               order, writ, injunction or decree shall have been entered and be
               in effect by any court or Governmental Authority, or a statute,
               rule, regulation, or other Legal Requirement shall have been
               promulgated or enacted and be in effect, that restrains, enjoins
               or invalidates the transactions contemplated hereby or (C) the
               Closing has not occurred on or before July 31, 2005 (the
               "EXPIRATION DATE") as a result of the conditions in clauses 10(a)
               or 10(b) not having been satisfied on or prior to such date,
               provided that the terminating Party shall not have caused such
               failure to close;

          (iv) The Purchaser may terminate this Agreement upon delivery of
               written notice if the Closing has not occurred on or before the
               Expiration Date as a result of the condition set forth in clause
               11 not having been satisfied on or prior to such date, provided
               that the Purchaser shall not have caused such failure to close;
               and

          (v)  The Vendor may terminate this Agreement upon delivery of written
               notice if the Closing has not occurred on or before the
               Expiration Date as a result of the condition


                                       13
<PAGE>
               set forth in clause 12 not having been satisfied on or prior to
               such date, provided that the Vendor shall not have caused such
               failure to close.

     (b)  In the event that this Agreement is terminated pursuant to clause
          14(a)(i), the Purchaser terminates this Agreement pursuant to clauses
          14(a)(ii) or 14(a)(iv), or either Party terminates this Agreement
          pursuant to clause 14(a)(iii), the Purchaser shall be entitled to a
          refund of the Escrow Funds and the Parties shall execute joint written
          instructions directing the Escrow Agent to refund the Escrow Funds to
          the Purchaser.

     (c)  In the event that this Agreement is terminated by the Vendor pursuant
          to clause 14(a)(v), the Vendor shall be entitled, as liquidated
          damages for the loss of a bargain and not as a penalty, to retain the
          Escrow Funds and the Parties shall execute joint written instructions
          directing the Escrow Agent to disburse the Escrow Funds to the account
          designated by the Vendor.

     (d)  If any Party terminates this Agreement pursuant to clause 14(a), all
          rights and obligations of the Parties hereunder shall terminate
          without any liability of any Party to the other Party (except for any
          liability of any Party then in breach); provided, however, that the
          provisions contained in clause 4(b), this Article 14, and clauses 17,
          18 and 26 shall survive such termination.

15.  INDEMNITIES

     (a)  Provided that the Closing occurs, the Vendor shall:

          (i)  be liable to the Purchaser, its directors, officers, employees,
               agents, parent, subsidiaries and affiliates (collectively, the
               "PURCHASER INDEMNITEES") for all losses, costs, damage and
               expenses whatsoever (including penalties and legal costs relating
               thereto or in defense thereof) (collectively, "DAMAGES") which
               the Purchaser may pay or incur as a result of any:

               A.   violation of any Environmental Laws or Environmental Permits
                    in connection with the Vendor's ownership, occupancy, use or
                    operation of the Assets on or before the Closing Date;

               B.   Environmental Claim which arises out of the Vendor's
                    ownership, occupancy, use or operation of the Assets on or
                    before the Closing Date;

               C.   liabilities of the Vendor, including without limitation, any
                    liabilities of the Vendor for customs duties and taxes other
                    than those for which the Purchaser is responsible pursuant
                    to clause 2(d) and other than liabilities for customs
                    duties, taxes and similar assessments resulting from actions
                    or omissions of the Purchaser after the Closing Date; and

               D.   other occurrence, event, condition or circumstance in
                    connection with the Vendor's ownership or operation of the
                    Assets occurring prior to the Closing Date; and

          (ii) indemnify and save the Purchaser Indemnitees harmless from all
               actions, causes of action, proceedings, claims, demands and
               Damages brought or made against the Purchaser Indemnitees or
               which the Purchaser Indemnitees may pay or incur, arising


                                       14
<PAGE>
               out of, resulting from or in any way related to any of the
               foregoing in subclauses A. to D. of clause 15(a)(i).

          The Vendor will have no obligation to indemnify the Purchaser
          Indemnitees pursuant to this clause 15(a) until the aggregate amount
          of all Damages suffered by the Purchaser Indemnitees exceeds $37,000
          (the "BASKET"), in which case the Vendor shall be liable to the
          Purchaser Indemnitees for all Damages in excess of, but not including,
          the Basket. The Vendor's obligation to indemnify the Purchaser
          Indemnitees pursuant to this clause 15(a) shall not exceed an
          aggregate amount equal to (A) $2,750,000 reduced (on a
          dollar-for-dollar basis) by the aggregate amount of Damages from which
          the purchaser under the Peru Purchase Agreement (250) has been
          indemnified, or (B) if the transactions contemplated by all the Other
          Purchase Agreements are consummated, $8,500,000 reduced (on a
          dollar-for-dollar basis) by the aggregate amount of Damages from which
          any purchaser under any Other Purchase Agreement has been indemnified
          (the "CAP"). In no event will the Vendor's obligation to indemnify the
          Purchaser Indemnitees hereunder exceed an amount equal to the Purchase
          Price.

     (b)  Provided that the Closing occurs, the Purchaser shall:

          (i)  be liable to the Vendor, its directors, officers, employees,
               agents, parent, subsidiaries and affiliates (collectively, the
               "VENDOR INDEMNITEES") for all Damages which the Vendor may pay or
               incur; and

          (ii) indemnify and save the Vendor Indemnitees harmless from all
               actions, causes or action, proceedings, claims, demands and
               Damages brought or made against the Vendor Indemnitees or which
               the Vendor Indemnitees may pay or incur,

          as a result of or in connection with the ownership, occupancy, use or
          operation of the Assets after the Closing Date including, without
          limitation, as a result of any (A) violation of any Environmental Laws
          or Environmental Permits or (B) Environmental Claim, which arises out
          of the ownership, occupancy, use or operation of the Assets after the
          Closing Date.

          The Purchaser will have no obligation to indemnify the Vendor
          Indemnitees pursuant to this clause 15(b) until the aggregate amount
          of all Damages suffered by the Vendor Indemnitees exceeds the Basket,
          in which case the Purchaser shall be liable to the Vendor Indemnitees
          for all Damages in excess of, but not including, the Basket. The
          Purchaser's obligation to indemnify the Vendor Indemnitees pursuant to
          this clause 15(b) shall not exceed an aggregate amount equal to the
          Cap, provided that for purposes of determining the extent of the
          Purchaser's indemnification obligations under this Agreement at any
          given time the amount of the Cap shall be reduced (on a
          dollar-for-dollar basis) by the aggregate amount of Damages from which
          any vendor under any Other Purchase Agreement has been indemnified.
          The limitations provided in the two preceding sentences shall not
          apply in the event of a failure of consideration.

     (c)  In addition to clause 15(b), the Purchaser hereby releases and agrees
          to defend, indemnify and hold harmless the Vendor Indemnitees from and
          against any and all causes of action, claims, damages, demands,
          liability, losses and suits of every type and character that the
          Purchaser, its employees, owners, legal counsel or other authorized
          representatives (collectively, the "PURCHASER GROUP") may have against
          the Vendor Indemnities as a result of any property damage and/or
          bodily injury sustained on or prior to the Closing Date by the
          Purchaser Group


                                       15
<PAGE>
          while on any premises or any assets of the Vendor or any affiliate of
          the Vendor. THIS RELEASE AND OBLIGATION TO INDEMNIFY AND HOLD HARMLESS
          THE VENDOR INDEMNITEES SHALL APPLY REGARDLESS OF THE CAUSE OF THE LOSS
          OR CLAIM, EXCEPT WHERE SUCH LOSS OR CLAIM ARISES IN WHOLE OR IN PART
          FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE VENDOR
          INDEMNITEES OR ANY OF THEM.

     (d)  If any action or proceeding is commenced in which a Party entitled to
          seek indemnification hereunder (an "INDEMNITEE") is a party which may
          give rise to a claim for indemnification (an "INDEMNIFICATION CLAIM")
          against an indemnifying party hereunder (an "INDEMNITOR") then such
          Indemnitee shall promptly give written notice to the Indemnitor.
          Failure to notify promptly the Indemnitor will not relieve the
          Indemnitor of any Liability that it may have to the Indemnitee, except
          to the extent the defense of such action or proceeding is materially
          and irrevocably prejudiced by the Indemnitee's failure to give such
          notice. An Indemnitor will have the right to defend against an
          Indemnification Claim with counsel of its choice reasonably
          satisfactory to the Indemnitee if within twenty (20) days following
          the receipt of notice of the Indemnification Claim, the Indemnitor
          notifies the Indemnitee in writing that the Indemnitor will assume the
          defense of such Indemnification Claim, provided that if the Indemnitee
          reasonably determines in good faith that there exists a conflict of
          interest that makes representation by the same counsel inappropriate,
          the Indemnitee shall be entitled to employ one firm of separate
          counsel at the expense and cost of the Indemnitor. If the Indemnitor
          fails to notify the Indemnitee within such 20-day period that it will
          assume the defense of the Indemnification Claim, the Indemnitee shall
          have the right (upon further notice to the Indemnitor) to undertake
          the defense at the expense of the Indemnitor; provided that in no
          event will the Indemnitee consent to the entry of a judgment or enter
          into a settlement with respect to such claim without the prior written
          consent of the Indemnitor (which consent shall not be unreasonably
          withheld or delayed). So long as the Indemnitor is conducting the
          defense of the Indemnification Claim, (i) the Indemnitee may retain
          separate co-counsel at its sole cost and expense and participate in
          the defense of the Indemnification Claim and (ii) the Indemnitee will
          not consent to the entry of any Order with respect to the
          Indemnification Claim without the prior written consent of the
          Indemnitor (not to be unreasonably withheld or delayed). The
          Indemnitor will not enter into any settlement with respect to the
          Indemnification Claim without the prior written consent of the
          Indemnitee (not to be unreasonably withheld or delayed) unless such
          settlement (A) requires solely the payment of money damages by the
          Indemnitor and (B) includes as an unconditional term thereof the
          release by the claimant or the plaintiff of the Indemnitee and the
          Persons for whom the Indemnitee is acting from all liability in
          respect of the proceeding giving rise to the Indemnification Claim.

     (e)  The Parties further agree that the following procedures shall apply
          with respect to any claim under this Article 15:

          (i)  The Indemnitee shall use commercially reasonable efforts to
               mitigate any Damages that such Indemnitee asserts under this
               Article 15. In the event that an Indemnitee shall fail to use
               such commercially reasonable efforts to mitigate any Damages,
               then notwithstanding anything else to the contrary contained
               herein, the Indemnitor shall not be required to indemnify such
               Indemnitee for any Damages that could reasonably be expected to
               have been avoided if the Indemnitee had made such efforts.

          (ii) The amount of any Damages for which indemnification is provided
               under this Article 15 shall be reduced by (A) any net amounts
               recovered from an unaffiliated third party


                                       16
<PAGE>
               by the Indemnitee under insurance policies and arrangements with
               respect to such Damages and (B) the present value of any tax
               benefits to be realized by the Indemnitee from the incurrence or
               payment of any such Damages.

          (iii) The determination of the dollar amount of any Damages shall be
               based solely on the actual dollar value of such Damages, on a
               dollar-for-dollar basis, and shall not take into account any
               multiplier valuations, including any multiple based on earnings
               or other financial indicia.

          (iv) Any claim for indemnification under this Agreement shall, to the
               extent practicable, describe the claim in reasonable detail,
               include copies of any material written evidence thereof and
               indicate the estimated amount of such claim.

     (f)  The remedies of the Parties specifically provided for by this
          Agreement shall be the sole and exclusive remedies of the Parties for
          all matters covered hereby; provided that this clause shall not limit
          enforceability of any covenant or agreement of the Parties which
          contemplates performance after the Closing or after termination of
          this Agreement. The Parties agree that it is their intent that
          notwithstanding anything to the contrary contained in this Agreement,
          neither the Vendor nor the Purchaser shall be liable to any other
          Party, its parent, subsidiaries or affiliates or, its or their
          respective officers, directors, shareholders, successors or permitted
          assigns, for claims for consequential, special, treble, exemplary,
          incidental, indirect or punitive damages of any nature under or
          pursuant to this Agreement or in connection with or resulting from the
          transactions contemplated hereby, including claims in the nature of
          diminution or loss of value, irrespective of whether such claims are
          based upon negligence, strict liability, contract, operation of law or
          otherwise.

16.  FURTHER ASSURANCES

     Without further consideration, each Party shall from time to time, and at
     all times, execute, acknowledge and deliver such other documents and shall
     take such other action as may be necessary in order to fully perform and
     carry out the terms of this Agreement.

17.  CONSTRUCTION

     This Agreement and all agreements contemplated hereby shall be governed by
     and construed in accordance with the laws of the State of Texas without
     giving effect to any choice or conflict of law provision or rule (whether
     of the State of Texas or any other jurisdiction) that would cause the
     application of the laws of any jurisdiction other than the State of Texas.

18.  ARBITRATION

     (a)  Any dispute, controversy or claim arising out of or relating to this
          Agreement that cannot be or has not been resolved among the Parties,
          shall be resolved in accordance with the procedures specified in this
          Article 18, which shall constitute the sole and exclusive procedures
          for the resolution of disputes.

     (b)  Each Party agrees to use their respective commercially reasonable
          efforts to settle promptly any disputes or claims arising out of or
          relating to this Agreement, through negotiations conducted in good
          faith between Persons holding a senior management position in each
          Party having authority to reach such a settlement. All negotiations
          pursuant to this Article 18 shall


                                       17
<PAGE>
          be confidential and shall be treated as compromise and settlement
          negotiations and shall not be admissible for any purposes in any
          subsequent arbitration or any other proceeding (if any).

     (c)  Any dispute arising out of or relating to this Agreement which has not
          been resolved by negotiations as provided in clause 18(b) within
          fifteen (15) days from the date that such negotiations shall have been
          first requested by any Party shall be settled by binding arbitration
          in accordance with the then current Commercial Arbitration Rules of
          the American Arbitration Association ("AAA"). All proceedings shall be
          subject to the Federal Arbitration Act and the New York Convention.
          Any dispute submitted to arbitration pursuant to the provisions of
          this clause 18(c) shall be settled by a single arbitrator selected
          under the rules of the AAA (the "ARBITRATOR") from its panel of
          arbitrators for large, complex commercial disputes, and the cost and
          expense of such Arbitrator shall be shared equally among the
          participants in the arbitration. In no case shall there be any ex
          parte communications between any Party and the Arbitrator regarding
          any dispute among the Parties. If any Party refuses to participate in
          good faith in negotiations as provided in clause 18(b), then any
          applicable Party may initiate arbitration at any time after such
          refusal without waiting for the expiration of the fifteen (15) day
          period. Except as provided in clause 18(d), relating to provisional
          remedies, the Arbitrator shall decide all aspects of any dispute
          brought to it, including whether a particular dispute is or is not
          arbitrable, attorney disqualification and the timeliness of the making
          of any claim. The Arbitrator shall have the discretion to order a
          pre-hearing exchange of information by the Parties, including the
          production of requested documents, the exchange of testimony of
          proposed witnesses, and the examination by deposition of Parties. The
          Arbitrator shall not have the authority to make any ruling, finding or
          award that does not conform to the terms and conditions of this
          Agreement.

     (d)  Except as otherwise specifically provided herein, each of the Parties
          hereby irrevocably and unconditionally submits, for itself and its
          property, to the nonexclusive jurisdiction of any Texas state court or
          federal court sitting in Harris County, Texas and any appellate court
          from any thereof, in any action or proceeding arising out of or
          relating to or in connection with this Agreement, and in which
          provisional, interim or conservatory measures are sought pending
          resolution of any arbitration proceeding pursuant to this Article 18
          or in which an order to compel arbitration in accordance with this
          Agreement or to vacate an arbitral award on such grounds as permitted
          by the Federal Arbitration Act or the New York Convention, as
          applicable, is sought. Notwithstanding the foregoing, any Party may
          proceed to any Texas state court or federal court sitting in Harris
          County, Texas, or to the Arbitrator to obtain provisional relief if
          such action is necessary to avoid irreparable harm or to preserve the
          status quo pending the resolution of the dispute in accordance with
          the provisions of this Article 18.

     (e)  The site of any arbitration brought pursuant to this Agreement shall
          be Houston, Texas and the language in which the arbitration shall be
          conducted, including all writings relating thereto (including the
          award of the Arbitrator), shall be English. All discovery activities
          shall be completed within thirty (30) days after the initial meeting
          of the Arbitrator. The award of the Arbitrator shall (i) be final and
          binding upon the Parties, (ii) be issued within sixty (60) days after
          the initial meeting with the Arbitrator (and if not reasonably
          practicable within such time period, then within such additional time
          as the Arbitrator determines but in any event no longer than six (6)
          months after the initial meeting), (iii) be in writing, and (iv) set
          forth the factual and legal basis for such award. The Arbitrator may
          not award attorneys' fees and cost of the arbitration to the
          prevailing Party. Each Party shall bear their own attorneys' fees.
          Except as otherwise provided herein, the costs of the arbitration
          shall be shared equally among the participants in the arbitration. The
          arbitral award shall be made and payable in


                                       18
<PAGE>
          dollars of the United States of America free of any tax withholding or
          other deduction. Judgment on the award rendered by the Arbitrator may
          be entered and enforced in any court having jurisdiction thereof in
          accordance with the New York Convention and any other applicable
          convention or treaty.

     (f)  Only damages allowed pursuant to this Agreement may be awarded and no
          Arbitrator shall have the authority to award loss of profits, loss of
          revenue or any incidental, special or consequential loss or damage of
          any nature arising at any time or from any cause whatsoever, or
          punitive or exemplary damages.

     (g)  Each of the Parties consents to the submission of any dispute for
          settlement by final and binding arbitration in accordance with the
          provisions of clause 18(b), and hereby waives the right to proceed to
          court or any other forum that may apply to it by reason of its present
          or future domicile, or for any other reason. Furthermore, each of the
          Purchaser and the Vendor hereby irrevocably waives its right to raise
          any objection or defense that such Party is not personally subject to
          the jurisdiction of the arbitration tribunal or the relevant court
          where the enforcement of the award is sought (as the case may be),
          that the venue of any such suit, action or proceeding for enforcement
          is improper or inconvenient, that such suit, action or proceeding for
          enforcement is brought in an inconvenient forum, or that this
          Agreement or the subject matter hereof may not be enforced in or by
          the arbitration tribunal. Such consent shall satisfy the requirements
          for:

          (i)  A written arbitration agreement among the Parties, pursuant to
               Article I of the Inter-American Convention on International
               Commercial Arbitration (Convencion Interamericana sobre Arbitraje
               Comercial Internacional), promulgated in Panama on January 30,
               1975; and

          (ii) An "agreement in writing" pursuant to Article II of the New York
               Convention.

     (h)  Each Party irrevocably consents to service of process by overnight
          courier service, by mail or by telecopy to its offices at the address
          specified for such Party in Article 21.

     (i)  The Parties hereby agree to continue to perform their obligations
          hereunder while any dispute is pending.

     (j)  Each of the Parties hereby undertakes without delay to implement,
          perform or comply with the provisions of any arbitral award or
          decision. If the Parties initiate multiple arbitration proceedings,
          the subject matters of which are related by common questions of law or
          fact and which could result in conflicting awards or obligations, then
          the Parties hereby agree that all such proceedings shall be
          consolidated into a single arbitral proceeding before a single
          Arbitrator.

19.  ENUREMENT; NO THIRD PARTY RIGHTS

     This Agreement shall be binding upon and shall enure to the benefit of the
     Parties hereto and their respective successors and permitted assigns.
     Nothing expressed or referred to herein will be construed to give any
     Person other than the Parties to this Agreement and their respective
     successors and permitted assigns any legal or equitable right, remedy or
     claim under or with respect to this Agreement or any provision hereof.


                                       19
<PAGE>
20.  TIME

     Time shall be of the essence of this Agreement.

21.  NOTICES

     Whether or not so stipulated, all notices required or permitted herein
     shall be in writing. The address for notice of each of the Parties hereto
     shall be as follows:

     VENDOR:      c/o Parker Drilling Company
                  1401 Enclave Parkway, Suite 600
                  Houston, Texas 77077
                  Attention: Robert L. Parker, Jr. and David Mannon
                  Telecopy No.: (281) 406-1020

     PURCHASER:   Saxon Services de Panama S.A.
                  c/o Posse, Herrera & Ruiz Abogados
                  Carrera 7 No. 71-52 Torre A Piso 5
                  Bogota, Colombia
                  Attention: Claudia Caballero
                  Telecopy No.: +571 3257313

     Either of the Parties hereto may from time to time change its address for
     service herein by giving written notice to the other Party hereto. Any
     notice may be served by:

     (a)  personal service by leaving it with the Party or at the offices of the
          Party at that Party's address hereinbefore given;

     (b)  by mailing the same by prepaid post in a properly addressed envelope
          addressed to the Party hereto at its address for service herein;

     (c)  by telecopier (or by any other like method by which a written and
          recorded message may be sent) directed to the Party to whom they are
          to be delivered at that Party's address, telecopy or telex number
          hereinbefore given.

     Any notice given by personal service or telecopy shall be deemed to be
     given on the date of such service and any notice given by mail shall be
     deemed to be given to and received by the addressee on the third day
     (except Saturdays, Sundays, statutory holidays and days upon which postal
     service in Canada or the United States is interrupted) after the mailing
     thereof.

22.  PRIOR AGREEMENTS AND AMENDMENTS

     This Agreement, together with the Schedules hereto, the Confidentiality
     Agreement and the other documents delivered pursuant hereto, constitutes
     the entire agreement of the Parties in respect of its subject matter and
     shall supersede and replace any and all prior agreements (written or oral)
     between the Parties hereto relating to the subject matter set forth herein
     and may be amended only by written instrument signed by all Parties hereto.


                                       20
<PAGE>
23.  COUNTERPART EXECUTION

     This Agreement may be executed in one or more counterparts by the parties
     hereto and delivered by telecopy, each of which shall be deemed an original
     but all of which together shall constitute one agreement.

24.  INVALIDITY OF A PARTICULAR PROVISION

     The invalidity of any particular provision of this Agreement shall not
     affect any other provision hereto, but the Agreement shall be construed as
     if such invalid provision were omitted.

25.  ASSIGNMENT

     The Vendor or the Purchaser may not assign this Agreement or any part
     thereof without the prior written consent of the other.

26.  FEES AND EXPENSES

     Whether or not the transactions contemplated by this Agreement are
     consummated, and except as otherwise expressly set forth in this Agreement,
     all costs and expenses (including legal and financial advisory fees and
     expenses) incurred in connection with, or in anticipation of, this
     Agreement and the transactions contemplated by this Agreement shall be paid
     by the Party incurring such expenses. The Vendor, on the one hand, and the
     Purchaser, on the other hand, shall indemnify and hold harmless the other
     Party from and against any and all claims or liabilities for broker's,
     agent's or finders' fees incurred by reason of any action taken by such
     Party or otherwise arising out of the transactions contemplated by this
     Agreement by any Person claiming to have been engaged by such Party.

27.  SPECIFIC PERFORMANCE

     The Parties agree that if any of the provisions of this Agreement were not
     performed in accordance with their specific terms or were otherwise
     breached, irreparable damage would occur, no adequate remedy at law would
     exist and damages would be difficult to determine, and that the Parties
     shall be entitled to specific performance of the terms of this Agreement
     and immediate injunctive relief, without the necessity of proving the
     inadequacy of money damages as a remedy, in addition to any other remedy at
     law or in equity.

28.  PUBLIC ANNOUNCEMENTS

     Prior to the Closing, except as set forth herein or otherwise agreed to by
     the Parties, the Parties shall not issue any report, statement or press
     release or otherwise make any public disclosures or statements with respect
     to this Agreement and the transactions contemplated hereby, except as may
     be required by law or required as a result of the corporate parent of
     either Party being a publicly-held or exchange-listed company, and prior to
     making any such public disclosure or statement the disclosing Party shall
     furnish to the other Party a copy of such public disclosure or statement
     and afford such other Party a reasonable opportunity to review and comment
     on the same.

29.  NO WAIVER; CUMMULATIVE REMEDIES

     The rights and remedies of the Parties provided in this Agreement are
     cumulative and not alternative. Neither any failure nor any delay by any
     Party in exercising any right, power or privilege under this


                                       21
<PAGE>
     Agreement will operate as a waiver of such right, power or privilege, and
     no single or partial exercise of any such right, power or privilege will
     preclude any other or further exercise of such right, power or privilege or
     the exercise of any other right, power or privilege. To the maximum extent
     permitted by applicable law and except as otherwise provided in this
     Agreement, (a) no claim or right arising out of this Agreement or any of
     the documents referred to in this Agreement can be discharged by one Party,
     in whole or in part, by a waiver or renunciation of the claim or right
     unless in writing signed by the other Party; (b) no waiver that may be
     given by a Party will be applicable except in the specific instance for
     which it is given and (c) no notice to or demand on one Party will be
     deemed to be a waiver of any obligation of that Party or of the right of
     the Party giving such notice or demand to take further action without
     notice or demand as provided in this Agreement or the documents referred to
     in this Agreement.

                            [SIGNATURE PAGE FOLLOWS]


                                       22
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                                        PARKER DRILLING COMPANY OF OKLAHOMA
                                        INCORPORATED, HOME OFFICE


                                        By: /s/ DAVID W. TUCKER
                                            ------------------------------------
                                        Name: David W. Tucker
                                              ----------------------------------
                                        Title: VP
                                               ---------------------------------


                                        SAXON SERVICES DE PANAMA S.A.


                                        By: /s/ W DAWSON
                                            ------------------------------------
                                        Name: Walter Dawson
                                              ----------------------------------
                                        Title: Director
                                               ---------------------------------

 [Agreement for Purchase and Sale of Assets [Rigs 131 and 145] - Signature Page]
<PAGE>


         The following schedule to the Agreement for Purchases and Sale of
Assets [Rigs 131 and 145] dated as of May 6, 2005, by and between Parker
Drilling Company of Oklahoma Incorporated, Home Office and Saxon Services de
Panama S.A. have been omitted, and the Registrant agrees to furnish
supplementally a copy of any such omitted schedule to the Securities and
Exchange Commission upon its request:

         Schedule
         --------

         Schedule A - Drilling Rigs and Inventory and Consumable Spare Parts