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                                                                    EXHIBIT 10.1

MAY 6, 2005

VIA FACSIMILE & COURIER

Messrs.
SAXON SERVICES DE PANAMA S.A. - COLOMBIA BRANCH
Attention: Walter  Dawson
BOGOTA
Colombia

     REFERENCE: Irrevocable Commercial Offer for the Purchase and Sale of Assets

Ladies and Gentlemen,

     The undersigned, acting in my capacity as Legal Representative of Parker
Drilling Company International Limited, Colombian Branch, a branch of a
non-Colombian company duly incorporated and in existence under the laws of the
Republic of Colombia (the "Vendor"), hereby present to Saxon Services de Panama
S.A. - Colombia Branch, with registered address at Carrera 7 N(degree) 71-52,
Torre A, Ofic. 504, Bogota, Colombia, a branch of a non-Colombian company duly
incorporated and in existence under the laws of the Republic of Colombia
(hereinafter called the "PURCHASER"), with an irrevocable commercial offer for
the purchase and sale of Assets (as this term is hereinafter defined)
(hereinafter the "OFFER"), on the terms and conditions set forth herein.

     The terms and conditions of this Offer shall become fully enforceable and
binding upon the Purchaser if accepted by Purchaser within fifteen (15) calendar
days following receipt hereof by Purchaser. The Offer shall be deemed accepted
totally and unconditionally by Purchaser if within the aforesaid term of fifteen
(15) calendar days Purchaser places and delivers to Vendor a Purchase Order (as
this term is hereinafter defined).

1.   INTERPRETATION

     (a)  DEFINITIONS

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

          "ACCRUED PAYMENTS" shall have the meaning set forth in clause 17;
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          "ASSETS" means:

          (i)  three (3) drilling rigs described in Schedule "A" hereto (the
               "RIGS") presently located in the jurisdictions set out in
               Schedule "A" and all related assets, equipment (including top
               drives associated with the Rigs) and tools, including all spares,
               drill pipe and collars, handling tools, subs, hand tools and
               those other items set out in Schedule "B," and the communications
               and office equipment described in Schedule "C" hereto (including
               licenses related to cell phones but excluding licenses related to
               VSAT equipment), but specifically excluding the Excluded Assets;

          (ii) the Drilling Contracts existing as of the Closing Date, including
               all amendments, renewals or replacements thereof, (A) for which
               any required consent to assignment has been obtained from the
               appropriate Person on or prior to the Closing Date, or (B) for
               which such requirement to obtain consent has been waived by
               Purchaser on or prior to the Closing Date (collectively, the
               "ASSIGNED DRILLING CONTRACTS");

          (iii) the leased motor vehicles described in Schedule "D" hereto (the
               "LEASED MOTOR VEHICLES");

          (iv) 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;

          (v)  all customer lists related to the Assets and all other business
               and financial records of the Vendor related solely to the
               ownership, operation and maintenance of the Assets, excluding the
               records described in subclauses (viii) and (ix) of the Excluded
               Assets definition;

          (vi) any Drilling Contract for which the Parties enter into
               alternative arrangements pursuant to clause 5(b);

          "ASSIGNED EMPLOYMENT CONTRACTS" shall have the meaning set forth in
          clause 17;

          "BUSINESS DAY" means any day exclusive of Saturdays, Sundays, days on
          which a majority of national banks in Houston, Texas are not open for
          business, or statutory holidays in Alberta or Colombia;

          "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
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          hereby and the completion of all other transactions contemplated by
          this Offer to occur on the Closing Date;

          "CLOSING DATE" means the date on which the Closing occurs, which shall
          be at 10:00 a.m. on the second Business Day following satisfaction or
          waiver of (i) all conditions to the obligations of the Parties to
          consummate the transactions contemplated by this Offer (other than
          conditions with respect to actions the Parties will take at the
          Closing itself) and (ii) all conditions to the obligations to
          consummate the transactions contemplated by Peru Purchase Agreement
          (228) (other than conditions with respect to actions which, by the
          terms of Peru Purchase Agreement (228), the parties thereto will take
          at the closing of the transactions contemplated thereby);

          "DEPOSIT" shall have the meaning set forth in subclause 2(c)(i);

          "DRILLING CONTRACTS" means the daywork, footage, turnkey and other
          drilling contracts of Vendor associated with the Rigs, as listed on
          Schedule "E" hereto;

          "EMPLOYEES" means those employees of the Vendor listed in Schedule "F"
          hereto;

          "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
          $25,000 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,
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          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 Leased Premises
          or the Assets or the Vendor's operations in Colombia (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;

          "ESCROW AGENT" means Locke Liddell & Sapp LLP;

          "ESCROW AGREEMENT" means the Escrow Agreement dated of even date
          herewith among the Parties, Parker Drilling Company of Oklahoma
          Incorporated, Universal Rig Services Corp., Saxon Services del Peru
          S.A. and the Escrow Agent;

          "EXCLUDED ASSETS" shall mean (i) the DSI 156 foot 2.0 million pound
          SHL with a 40' box-on-box substructure located at the Leased Premises,
          (ii) all contracts, leases, agreements, permits and licenses of the
          Vendor, other than the Assigned Drilling Contracts, the Motor Vehicle
          Leases and the Assigned Employment Contracts, (iii) all accounts and
          notes receivable of the Vendor, (iv) all cash and cash equivalents and
          the cash balances in the bank accounts of the Vendor, (v) the
          insurance policies of the Vendor, (vi) the minute book, stock transfer
          book and corporate seal of the Vendor, (vii) all capital stock and
          other equity interests owned by the Vendor, (viii) all financial,
          accounting, legal, tax and audit records of the Vendor not related
          solely to the Assets, (ix) all original tax and audit records which
          support the tax returns filed by Vendor, whether or not related to the
          Assets, (x) 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, (xi)
          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),
          (xii) all rights in Internet web sites and domain names used by the
          Vendor, and (xiii) all rights in electronic mail addresses and in
          telephone, facsimile, cable or similar numbers used by the Vendor;
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          "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 Leased Premises or the Assets or the Vendor's operations in
          Colombia;

          "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;

          "LEASED PREMISES" means, collectively, the Office Leased Premises and
          the Yard Leased Premises;

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

          "MOTOR VEHICLE LEASES" means the lease agreements pursuant to which
          the Vendor leases the Leased Motor Vehicles;

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

          "OFFICE LEASED PREMISES" means the office space leased by the Vendor
          from Carlos Moreno Tribin and located at Calle 98 No. 2, Ofc. 214,
          Bogota, Colombia;

          "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, Peru Purchase
          Agreement (131 and 145), Peru Purchase Agreement (228) and Peru
          Purchase Agreement (250);

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

          "PENDING PURCHASE AGREEMENTS" means, collectively, Peru Purchase
          Agreement (131 and 145) and Peru Purchase Agreement (228);

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

          "PERU PURCHASE AGREEMENT (131 AND 145)" means the Agreement for
          Purchase and Sale of Assets (Peru) dated of even date herewith for the
          sale of Rigs 131 and 145, by and between Parker Drilling Company of
          Oklahoma Incorporated and Saxon Services de Panama S.A.;
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          "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.;

          "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.;

          "SANTA MARTA PREMISES" means the yard space in Santa Marta, Colombia
          where certain of the Assets are located;

          "YARD LEASED PREMISES" means the yard leased by the Vendor from
          Autodromos, S.A. and located in Tocancipa, Colombia.

     (b)  INCORPORATION OF SCHEDULES

          Attached hereto are the following schedules:

          A - Drilling Rigs
          B - Other Assets
          C - Office/Communications Equipment
          D - Leased Motor Vehicles
          E - Drilling Contracts
          F - Employees
          G - Credit Enhancements
          H - Consents
          I - Encumbrances
          J - Employment Matters
          K - Purchase Order

          All schedules hereto are incorporated into this Offer and shall be
          part of the agreement resulting from the acceptance of this Offer by
          this reference as fully as though contained in the body of this Offer.

     (c)  SCHEDULE REFERENCES

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

     (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
          Offer. References herein to a subclause without identifying the clause
          of which the subclause referred to is a
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          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 Offer words importing persons include companies and vice versa
          and words importing the masculine gender include the feminine and
          neuter genders and vice versa.

     (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, Ron Potter and German Castaneda, without requirement for
          investigation or inquiry.

     (i)  AGREEMENT OF CONSTRUCTION

          The agreement resulting form the acceptance of this Offer 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

          Upon the acceptance of this Offer, if there is a direct contradiction
          between any provision contained in the body of this Offer and those of
          a schedule to this Offer, the provisions contained in the body of this
          Offer shall prevail. Wherever any provision of this Offer directly
          contradicts any provision of any document executed and delivered in
          connection with the Closing of the transactions contemplated by this
          Offer, the provisions of this Offer shall prevail.
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2.   PURCHASE OF ASSETS

     (a)  The Vendor hereby irrevocably offers to sell to the Purchaser the
          Assets pursuant to the terms and conditions of this Offer. The Vendor
          shall not transfer, and shall retain all right, title and interest in
          and to, the Excluded Assets. The Vendor shall have reasonable access
          to the Leased Premises after the Closing Date to remove any such
          Excluded Assets from the Leased Premises that have not been so removed
          by the Vendor prior to the Closing Date.

     (b)  The purchase price (the "PURCHASE PRICE") for the purchase of the
          Assets is $15,000,000. Such Purchase Price shall be allocated among
          the Assets as follows:

          (i)  Rigs $12,700,000

          (ii) Other Assets $2,300,000

          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 for purposes of the Purchase Price
          adjustments contemplated by clause 2(d), and the Parties shall not
          assert, in connection with any audit or other proceeding with respect
          to taxes, or in connection with the procedures set forth in clause
          2(d) (except to the extent asset values are not reflected above), any
          asset values or other items inconsistent with the allocations set
          forth above.

     (c)  The Purchase Price shall be paid as follows:

          (i)  a deposit of $1,500,000 (the "DEPOSIT") shall be paid to the
               Escrow Agent contemporaneously with the execution of the
               agreement resulting from the acceptance of this Offer, which
               deposit shall be retained by the Escrow Agent in trust in
               accordance with the Escrow Agreement, and 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
               Offer; and

          (ii) payment of an amount equal to the Purchase Price, reduced by (A)
               the amount of the Deposit, (B) the amount of any adjustment
               pursuant to clause 2(d), (C) the amount of the Accrued Payments
               and (D) the amount of any payments actually received by the
               Vendor prior to Closing under an Assigned Drilling Contract or an
               Unassigned Drilling Contract held in trust by the Vendor pursuant
               to clause 5(b) that are directly attributable to demobilization
               costs that have not been incurred by the Vendor on or before the
               Closing Date (the "CLOSING DATE PAYMENT"), on the Closing Date by
               wire transfer of immediately available funds to an account
               designated by the Vendor.
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     (d)  In respect of the Assets:

          (i)  If, between April 15, 2005 and the Closing Date, the Vendor
               transfers, or suffers the destruction, damage or loss of, any
               Assets ("UNAVAILABLE ASSETS"), then the Closing Date Payment
               shall be reduced by the value ascribed to such Unavailable
               Asset(s) as determined pursuant to this clause 2(d)(i); provided,
               however, that this clause 2(d) shall not apply in the case of
               reasonable wear and tear on the Assets occurring prior to the
               Closing Date. For purposes of this clause 2(d)(i) an Unavailable
               Asset that is transferred, destroyed, damaged or lost shall be
               valued at an amount equal to its Fair Market Value. If any
               Unavailable Asset is partially, but not totally, destroyed, the
               Closing Date Payment shall be reduced by the cost to repair such
               asset up to its Fair Market Value. The adjustment mechanism
               described in this clause 2(d) will not be applied with respect to
               any Asset that has been replaced by the Vendor by a similar asset
               of comparable value reasonably acceptable to the Purchaser.

          (ii) The "FAIR MARKET VALUE" of an Asset for purposes of this clause
               2(d) shall be as agreed by the Parties. If the Parties are unable
               to agree on Fair Market Value within five (5) Business Days after
               the Vendor notifies the Purchaser of the transfer, destruction,
               damage or loss of the Asset, the Parties shall submit the issue
               to CTC Services or, if such firm is unable or unwilling to serve,
               to another person mutually acceptable to the Parties (the
               "APPRAISER"). Each Party shall submit to the Appraiser its
               proposed Fair Market Value. The Appraiser shall, within fifteen
               (15) days following receipt of the Parties' proposals, advise the
               Parties as to its determination of the Fair Market Value for
               purposes hereof. The costs of retaining the Appraiser shall be
               borne equally by the Parties.

          (iii) The adjustment mechanism described in clause 2(d)(i) will be
               applied and the Parties will be required to proceed with the
               Closing so long as the estimated adjustment pursuant to clause
               2(d)(i) hereof, together with any estimated adjustments pursuant
               to the Pending Purchase Agreements (the "AGGREGATE ESTIMATED
               ADJUSTMENT"), would not exceed $3,000,000. If the Aggregate
               Estimated Adjustment would exceed $3,000,000, the Purchaser may,
               at its option, either continue to apply the adjustment mechanism
               and proceed with the Closing or terminate the agreement resulting
               from the acceptance of this Offer without consummating the
               transactions contemplated hereby.

     (e)  Insofar as the following have application to the Assets:

          (i)  all revenues, profits, benefits, expenses and obligations of
               every kind and nature arising or resulting from the ownership and
               operation of the Assets accruing on or prior to the Closing Date
               shall belong to the Vendor, and all revenues, profits, benefits,
               expenses and obligations of every kind and
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               nature arising or resulting from the ownership and operation of
               the Assets accruing after the Closing Date shall belong to the
               Purchaser;

          (ii) the Assigned Drilling Contracts, Motor Vehicle Leases, the
               Assigned Employment Contracts and the Vendor's arrangements (if
               any) to maintain certain Assets at the Santa Marta Premises shall
               as of the Closing Date be assumed by the Purchaser and the
               Purchaser shall then be responsible for the completion of these
               contracts and all obligations and liabilities arising after the
               Closing Date pursuant to the terms thereof (the "ASSUMED
               LIABILITIES"). Without limiting the foregoing, upon completion of
               drilling activity under the Assigned Drilling Contracts, the
               Purchaser shall perform demobilization at its cost and expense.

     (f)  Insofar as the following have application to the Assets:

          (i)  in connection with the Closing, the Parties shall jointly notify
               the Vendor's counterparty under each Assigned Drilling Contract
               that payments should be made to the Vendor or the Purchaser in
               accordance with each Party's respective rights and obligations
               hereunder;

          (ii) the Vendor shall be solely responsible for collection of all
               accounts receivable owing or accruing due to the Vendor up to and
               including the Closing Date ("ACCOUNTS RECEIVABLE") and the
               Purchaser shall have no responsibility in respect thereof except
               that the Purchaser agrees to remit to the Vendor promptly, but in
               no event more than 15 days after receipt, any monies or other
               payments that may be received by the Purchaser in respect of the
               Accounts Receivable following the Closing Date; and

          (iii) the Vendor shall remit to the Purchaser promptly, but in no
               event more than 15 days after receipt, any monies or other
               payments that may be received by the Vendor relating to accounts
               receivable owing or accruing due to the Purchaser after the
               Closing Date.

     (g)  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 Offer; 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.
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3.   MAINTENANCE OF ASSETS

     (a)  Upon the acceptance of this Offer, at all times between the date of
          the agreement resulting from the acceptance of this Offer and the
          Closing Date and subject at all times to the terms and conditions of
          this Offer, the Vendor shall:

          (i)  manage and operate the Assets in the Ordinary Course of Business;

          (ii) continue to maintain insurance coverage on its operations in
               respect of the Assets in accordance with its present arrangements
               and in material compliance with all applicable Legal Requirements
               and contractual obligations;

          (iii) keep the Purchaser reasonably informed of all material
               developments relating to the Assets; and

          (iv) continue to pay any fees, taxes and charges of any nature
               relating to the Vendor's ownership, possession or operation of
               the Assets that are due on or prior to the Closing Date.

     (b)  Between the date of the agreement resulting from the acceptance of
          this Offer 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 Offer:

          (i)  authorize, commit to or make any disposition of any of the Assets
               having a value in the aggregate greater than $50,000;

          (ii) enter into any drilling contract to which any Rig is subject, or
               terminate or materially amend, or agree to any material amendment
               or termination of, any of the Drilling Contracts; provided that
               the Purchaser's consent shall not be required to accelerate,
               terminate or amend any Drilling Contract as a result of Vendor
               not being paid thereunder or as a result of a material default by
               the other party to such Drilling Contract; 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 the agreement
          resulting from the acceptance of this Offer, 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
<PAGE>
          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").

     (c)  On the Closing Date the Purchaser shall facilitate the release of the
          bonds, guaranties, sureties, letters of credit and other similar
          undertakings (collectively, "CREDIT ENHANCEMENTS") set forth on
          Schedule "G," including, without limitation, by offering to substitute
          Credit Enhancements of the Purchaser or its lenders. The Purchaser
          acknowledges and agrees that it shall be solely responsible for
          satisfying the creditworthiness standards, policies and requirements
          of the other parties to any contracts and agreements to which the
          Credit Enhancements listed on Schedule "G" relate.

     (d)  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.   APPROVALS

     (a)  Prior to the Closing Date, the Vendor, at the expense of the Vendor,
          shall obtain and deliver to the Purchaser all the consents,
          permissions and approvals set forth on Schedule "H" hereto (the
          "CONSENTS"). The Consents constitute the only third party consents,
          provisions or approvals necessary for the Vendor to execute and
          deliver the agreement resulting form the acceptance of this Offer and
          consummate the transactions contemplated hereby.

     (b)  To the extent that consent to assign any Drilling Contract is not
          obtained prior to Closing (an "UNASSIGNED DRILLING CONTRACT"), (i)
          such Unassigned Drilling Contract shall be held by the Vendor in trust
          for the Purchaser after the Closing Date, (ii) all obligations
          thereunder shall be performed by the Purchaser in the name of the
          Vendor and (iii) all benefits and obligations derived thereunder
          accruing after the Closing Date shall be for the account of the
          Purchaser. Once consent for the assignment of such Unassigned Drilling
          Contract is obtained, the Vendor shall assign such Unassigned Drilling
          Contract to the Purchaser. The arrangement described in this clause
          5(b) shall terminate on the earlier of the date on which (x) consent
          to the assignment of the Unassigned Drilling Contract is obtained, (y)
          the Purchaser consummates other arrangements with the operator under
          such Unassigned Drilling Contract providing for the Purchaser's
          provision of services to such operator or (z) such Unassigned Drilling
          Contract terminates.
<PAGE>
          The Purchaser shall perform demobilization upon completion of drilling
          activity under such Unassigned Drilling Contracts. The Parties
          acknowledge and agree that the conditions to Closing in clauses 12(a)
          and 13(a) with respect to any Unassigned Drilling Contract shall be
          deemed to have been satisfied by the Parties' entry into the
          arrangement contemplated by this clause 5(b) regarding such Unassigned
          Drilling Contract.

6.   CLOSING

     Upon the acceptance of this Offer 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)  an invoice regarding the Assets in form and substance mutually
               satisfactory to the Parties, duly executed by the Vendor;

          (ii) assignments of the Assumed Liabilities in form and substance
               mutually satisfactory to the Parties, and, to the extent
               transferable, the transfer of all warranties, rights, claims and
               securities held by the Vendor against third parties in relation
               to the Assets;

          (iii) a sublease, in form and substance mutually satisfactory to the
               Parties, of the Yard Leased Premises, for a term not to extend
               past December 31, 2005 (the "YARD SUBLEASE"), duly executed by
               the Vendor;

          (iv) a sublease, in form and substance mutually satisfactory to the
               Parties, of the Office Leased Premises, for a term not to extend
               past August 15, 2005 (the "OFFICE SUBLEASE"), duly executed by
               the Vendor;

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

          (vi) releases and registrable discharges of the Encumbrances
               registered against the Assets, as described in Schedule "I"
               hereto;

          (vii) the books, records and documents described in clause 1(a)(v);

          (viii) Consents required pursuant to clause 5(a);

          (ix) a non-competition agreement in form and substance mutually
               satisfactory to the Parties (the "NON-COMPETE"), duly executed by
               the Vendor;

          (x)  a guarantee of the obligations of the Vendor under the agreement
               resulting from the acceptance of this Offer, in form and
               substance mutually satisfactory to the Parties, duly executed by
               Parker Drilling Company;
<PAGE>
          (xi) evidence of the due and timely nationalization of the Rigs which
               evidence shall be made up by the following documents for each
               Rig: (i) initial import return (declaracion de importacion) under
               the temporary regime; (ii) official receipts from the Direccion
               de Impuestos y Aduanas Nacionales (DIAN) as to the payment of the
               applicable installments of customs taxes under the temporary
               import regime; (iii) import return of modification (declaracion
               de importacion de modificacion) whereby the import regime was
               changed to the ordinary one including evidence of full payment of
               pending and outstanding customs duties; (iv) copy of the
               guarantee for payment of customs duties issued at the time of
               initial import of the Rigs and cancellation thereof; (v) copy of
               the commercial invoice issued by the original non-Colombian
               seller of each Rig; (vi) copy of the corresponding bill of
               lading; (vii) copy of the corresponding packing list; (viii) copy
               of the mandate given to the appointed customs agent (Sociedad de
               Intermediacion Aduanera) and (ix) any other document issued,
               granted or required for the nationalization of the Rigs;

          (xii) a certificate of the Vendor (A) repeating and confirming that
               the warranties and representations set out in clause 7 that are
               not qualified by materiality are true and accurate in all
               material respects as of the Closing Date (except for any such
               warranties and representations that speak as of an earlier date,
               in which case they shall be true and accurate in all material
               respects as of such date), and that the warranties and
               representations set out in clause 7 that are qualified by
               materiality are true and accurate in all respects as of the
               Closing Date (except for any such warranties and representations
               that speak as of an earlier date, in which case they shall be
               true and accurate in all respects as of such date), and (B)
               confirming that the Vendor has performed and satisfied in all
               material respects all agreements required by this Offer to be
               performed and satisfied by the Vendor at or prior to the Closing;

          (xiii) a joint direction to the Escrow Agent to pay the Deposit to the
               account designated by the Vendor;

          (xiv) 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 the agreement
                    resulting from the acceptance of this Offer and all other
                    documents contemplated by this Offer, this Offer and all
                    other documents contemplated by this Offer have been duly
                    authorized, executed and delivered by the Vendor and the
                    agreement resulting from the acceptance of this Offer and
                    all other documents contemplated by this Offer (other than
                    the Non-Compete) constitute legal, valid and binding
                    obligations of the Vendor enforceable in accordance with
<PAGE>
                    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;

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

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

          (i)  by wire transfer to the account designated by the Vendor the
               Closing Date Payment, in the manner provided in clause 2(c)(ii);

          (ii) a joint direction to the Escrow Agent to pay the Deposit to the
               account designated by the Vendor;

          (iii) a purchase order for the Assets in form and substance mutually
               satisfactory to the Parties, duly executed by the Purchaser;

          (iv) the Yard Sublease, duly executed by the Purchaser;

          (v)  the Office Sublease, duly executed by the Purchaser;

          (vi) an assumption of the Assumed Liabilities in form and substance
               mutually satisfactory to the Parties;

          (vii) a guarantee of the obligations of the Purchaser under the
               agreement resulting from the acceptance of this Offer, in form
               and substance mutually satisfactory to the Parties, duly executed
               by Saxon;

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

          (ix) 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 the agreement
                    resulting from the acceptance of this Offer and all other
                    documents contemplated by this Offer and this Offer and all
                    other documents contemplated by this Offer have been duly
                    authorized, executed and delivered by the Purchaser and
                    constitute legal, valid and binding obligations of the
                    Purchaser enforceable in accordance
<PAGE>
                    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;

          (x)  a certificate of the Purchaser (A) repeating and confirming that
               the warranties and representations set out in clause 9 that are
               not qualified by materiality are true and accurate in all
               material respects as of the Closing Date (except for any such
               warranties and representations that speak as of an earlier date,
               in which case they shall be true and accurate in all material
               respects as of such date), and that the warranties and
               representations set out in clause 9 that are qualified by
               materiality are true and accurate in all respects as of the
               Closing Date (except for any such warranties and representations
               that speak as of an earlier date, in which case they shall be
               true and accurate in all respects as of such date), and (B)
               confirming that the Purchaser has performed and satisfied in all
               material respects all agreements required by this Offer to be
               performed and satisfied by the Purchaser at or prior to the
               Closing.

     (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.

7.   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 is a duly incorporated and validly existing Colombian
          branch of a corporation duly incorporated and validly existing under
          the laws of the state of Nevada 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 the agreement
          resulting from the acceptance of this Offer, 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 Offer;

     (b)  The Vendor has good and marketable title to the Assets other than the
          Leased Motor Vehicles, and such Assets are owned by the Vendor free
          and clear of all Encumbrances excepting the Encumbrances set out in
          Schedule "I" which are to be released and discharged at or prior to
          the Closing Date, and no person has any
<PAGE>
          agreement or option or any right capable of becoming an agreement for
          the purchase, lease or encumbering of the Assets or any of them;

     (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 Offer 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;

     (f)  The agreement resulting from the acceptance of this Offer shall be
          duly authorized, executed and delivered by the Vendor and all other
          documents executed and delivered by Vendor pursuant to the agreement
          resulting from the acceptance of this Offer 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
<PAGE>
          generally; and (ii) general principles of equity (regardless of
          whether such enforceability is considered in a proceeding at equity or
          in law);

     (g)  Schedules "A," "B" and "C" constitute a complete and accurate list and
          description as of the date hereof of the Rigs and all related assets,
          equipment (including top drives associated with the Rigs) 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);

     (h)  The Leased Premises and the Assets are in material compliance with all
          Environmental Laws applicable to the Vendor's operations in Colombia
          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 Leased Premises and 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 the Leased Premises or 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 Leased Premises or any of
          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 the Leased Premises or 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
          7(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;
<PAGE>
     (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)  Except as set forth on Schedule "J," the Vendor is not a party to any
          employment, service, pension, union or management contract with any
          Employee;

     (m)  Schedules "D" and "E" constitute a complete and accurate list and
          description as of the date hereof of the Leased Motor Vehicles, and
          Drilling Contracts entered into by the Vendor, in connection with its
          operations in Colombia, and the Vendor has made available to the
          Purchaser true and correct copies of the Motor Vehicle Leases and
          Drilling Contracts. With respect to each Motor Vehicle Lease and
          Drilling Contract:

          (i)  it is legal, valid, binding, enforceable and in full force and
               effect;

          (ii) it will be legal, binding, enforceable and in full force and
               effect on substantially identical terms immediately following
               assignment thereof to the Purchaser;

          (iii) Vendor is not in breach or default in any material respect and,
               to the best of Vendor's knowledge, (A) no other party is in
               breach or default in any material respect and (B) no event has
               occurred which with notice or lapse of time would constitute a
               material breach or default, or permit termination, modification
               or acceleration thereunder;

          (iv) as of the date hereof, no party has repudiated any provision
               thereof;

     (n)  The Vendor has not incurred any liability, contingent or otherwise,
          for broker's, agent's or finder's fees that could affect the agreement
          resulting from the acceptance of this Offer for which the Purchaser
          shall have any obligation or liability;

     (o)  On or before the Closing Date, the Vendor shall have fully paid all
          charges relating to the permanent importation of the Assets, and no
          such charges shall remain outstanding as of the Closing Date with the
          Direccion de Impuestos y Aduanas Nacionales or any other Governmental
          Authority of the Republic of Colombia having jurisdiction over the
          customs status of the Assets.

8.   VENDOR'S REPRESENTATIONS-SURVIVAL AND OTHER MATTERS

     EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET OUT IN CLAUSE 7 HERETO
     AND SUBJECT TO THE PARTIES' AGREEMENTS IN CLAUSE 2(D) HERETO, THE VENDOR IS
     SELLING AND THE PURCHASER IS PURCHASING THE ASSETS "AS IS, WHERE IS" AND
     "WITH ALL FAULTS," AND THE 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 THE ACCEPTANCE OF THIS OFFER, THAT THERE ARE NO
<PAGE>
     REPRESENTATIONS OR WARRANTIES EXCEPT AS SPECIFICALLY SET FORTH IN THIS
     OFFER, 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 7 OF THIS
     OFFER.

     Notwithstanding anything to the contrary herein expressed or implied, upon
     the acceptance of this Offer it is expressly agreed and understood that the
     representations and warranties contained in clause 7 of this Offer 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
     7 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 16, except that the Basket and Cap set
     forth in clause 16(a) shall not apply to breaches of the representations
     and warranties in clauses 7(a), 7(b), 7(e), 7(f), 7(k) 7(n) and 7(o) and
     the Basket set forth in clause 16(a) shall not apply to breaches of the
     representations and warranties in clause 7(i). This clause shall not limit
     enforceability of any covenant or agreement of the Parties which
     contemplates performance after the Closing.

     If, at any time prior to the Closing the Purchaser shall have actual
     knowledge of any breach of a representation, warranty, covenant, agreement
     or condition of the Vendor (a "KNOWN VENDOR BREACH"), the Purchaser shall
     promptly notify the Vendor of its knowledge, in reasonable detail,
     including the amount which the Purchaser believes, based on the facts
     actually known by it, would be payable by the Vendor under the
     indemnification provisions of this Offer without reference to any
     indemnification limitations set forth in Article 16 of this Offer. If a
     Known Vendor Breach results in failure of the condition set forth in clause
     12(b) and the Purchaser proceeds to consummate the transactions
     contemplated hereby, then such Known Vendor Breach shall not be deemed to
     be a breach of the agreement resulting from the acceptance of this Offer
     for any purpose hereunder, and neither the Purchaser nor any affiliate of
     the Purchaser shall have any claim or recourse against the Vendor or its
     directors, officers, employees, affiliates, controlling persons, agents,
     advisors or representatives with respect to such Known Vendor Breach, under
     Article 16 of this Offer or otherwise.

9.   PURCHASER'S REPRESENTATIONS

     Upon acceptance of this Offer, 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 a duly incorporated and validly existing Colombian
          branch of a corporation duly incorporated and validly existing under
          the laws of Panama, and the Purchaser has good right, full power and
          absolute authority to purchase the Assets from the Vendor according to
          the true intent and meaning of this Offer. The Purchaser is subject to
          the foreign exchange control regime under Articles 48 and 49 of the
          Colombian Foreign Exchange Regime, External Resolution No. 8 of
<PAGE>
          2000 as issued by the Board of Directors of the Colombian Central Bank
          (Banco de la Republica);

     (b)  The execution, delivery of, performance of and compliance with the
          terms of this Offer and any agreements to be executed and delivered
          pursuant hereto by the Purchaser 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)  The agreement resulting from the acceptance of this Offer shall be
          duly authorized, executed and delivered by the Purchaser and all other
          documents executed and delivered by Purchaser pursuant to the
          agreement resulting from the acceptance of this Offer 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
          which have been provided to the Vendor prior to the date of the
          agreement resulting from the acceptance of this Offer, to pay the
          portion of the Purchase Price payable at Closing and to pay any other
          amounts payable under this agreement resulting from the acceptance of
          this Offer and to effect the transactions contemplated by the
          agreement resulting from the acceptance of this Offer, 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 that could affect
          the agreement resulting from the acceptance of this Offer for which
          the Vendor shall have any obligation or liability.

10.  SURVIVAL OF PURCHASER'S REPRESENTATIONS

     Notwithstanding anything to the contrary herein expressed or implied, upon
     acceptance of this Offer, it is expressly agreed and understood that the
     representations and warranties contained in clause 9 of this Offer 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
     9 may be made by the Vendor unless written notice of such claim has
<PAGE>
     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 16, except that the Basket and Cap set
     forth in clause 16(b) shall not apply to breaches of the representations
     and warranties in clauses 9(a), 9(b), 9(c) and 9(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 the agreement resulting from the acceptance of
     this Offer shall be deemed to be a breach of the agreement resulting from
     the acceptance of this Offer 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 16 of this Offer or otherwise, if the Vendor or
     any affiliate of the Vendor had actual knowledge prior to Closing of such
     breach.

11.  CONDITIONS PRECEDENT TO BOTH PARTIES' OBLIGATIONS

     Upon the acceptance of this Offer 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 the agreement resulting from the acceptance of this
          Offer, 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;

     (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 have been promulgated or
          enacted and be in effect, that restrains, enjoins or invalidates the
          transactions contemplated hereby; and

     (c)  the transactions contemplated by Peru Purchase Agreement (228) shall
          have been consummated or shall be consummated contemporaneously with
          the transactions contemplated hereby.

12.  PURCHASER'S CONDITIONS PRECEDENT

     Upon the acceptance of this Offer, the obligation of the Purchaser to
     complete the acquisition of the Assets pursuant hereto is subject to the
     following conditions being fulfilled or waived prior to or at Closing:

     (a)  all Consents listed on Schedule "H" shall have been obtained;

     (b)  all representations and warranties contained in clause 7 of this Offer
          that are not qualified by materiality shall be true and accurate in
          all material respects as of the Closing Date (except for any such
          warranties and representations that speak as of an earlier date, in
          which case they shall be true and accurate in all material
<PAGE>
          respects as of such date), and all representations and warranties
          contained in clause 7 of this Offer that are qualified by materiality
          shall be true and accurate in all respects as of the Closing Date
          (except for any such warranties and representations that speak as of
          an earlier date, in which case they shall be true and accurate in all
          respects as of such date), and the Vendor shall have performed and
          satisfied in all material respects all agreements required by this
          Offer to be performed and satisfied by the Vendor at or prior to the
          Closing;

     (c)  the Purchaser shall have obtained all permits, licenses or other
          governmental authorizations required for the Purchaser to possess, own
          or operate the Assets; and

     (d)  the Purchaser shall be furnished with the items which the Vendor is to
          deliver at Closing pursuant to clause 6(a).

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

13.  VENDOR'S CONDITIONS PRECEDENT

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

     (a)  all Consents listed on Schedule "H" shall have been obtained;

     (b)  all representations and warranties contained in clause 9 of this Offer
          that are not qualified by materiality shall be true and accurate in
          all material respects as of the Closing Date (except for any such
          warranties and representations that speak as of an earlier date, in
          which case they shall be true and accurate in all material respects as
          of such date), and all representations and warranties contained in
          clause 9 of this Offer that are qualified by materiality shall be true
          and accurate in all respects as of the Closing Date (except for any
          such warranties and representations that speak as of an earlier date,
          in which case they shall be true and accurate in all respects as of
          such date), and the Purchaser shall have performed and satisfied in
          all material respects all agreements required by this Offer to be
          performed and satisfied by the Purchaser at or prior to the Closing;

     (c)  the employee transfers contemplated by Article 17 shall not constitute
          a collective dismissal requiring the prior authorization of the
          Colombian Ministry of Social Protection;

     (d)  the Purchaser shall have obtained all permits, licenses or other
          governmental authorizations required for the Purchaser to possess, own
          or operate the Assets, or waived the condition in clause 12(c); and

     (e)  the Vendor shall be furnished with the items which the Purchaser is to
          deliver at Closing pursuant to clause 6(b).
<PAGE>
     The foregoing conditions shall be for the exclusive benefit of the Vendor
     and may be waived by it in writing in whole or in part.

14.  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.

15.  TERMINATION

     (a)  The Parties may terminate the agreement resulting from the acceptance
          of this Offer as provided below:

          (i)  The Purchaser and the Vendor may terminate the agreement
               resulting from the acceptance of this Offer by mutual written
               consent at any time prior to the Closing;

          (ii) The Purchaser may terminate the agreement resulting from the
               acceptance of this Offer pursuant to clause 2(d)(iii) upon
               delivery of written notice to the Vendor;

          (iii) Either Party may terminate the agreement resulting from the
               acceptance of this Offer upon delivery of written notice to the
               other Party if (A) one or both of the Pending Purchase Agreements
               are terminated for any reason or (B) the Closing has not occurred
               on or before June 10, 2005 (the "EXPIRATION DATE") as a result of
               the condition in clause 11(c) not having been satisfied on or
               prior to such date, provided that the terminating Party shall not
               have caused such failure to close;

          (iv) Either Party may terminate the agreement resulting from the
               acceptance of this Offer 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 the Expiration Date as a
               result of the conditions in clauses 11(a) or 11(b) not having
               been satisfied on or prior to such date, provided that the
               terminating Party shall not have caused such failure to close;

          (v)  The Purchaser may terminate the agreement resulting from the
               acceptance of this Offer upon delivery of written notice if the
               Closing has not occurred on or before the Expiration Date as a
               result of one or more of the conditions set forth in clause 12
               not having been satisfied on or prior to
<PAGE>
               such date, provided that the Purchaser shall not have caused such
               failure to close; and

          (vi) The Vendor may terminate the agreement resulting from the
               acceptance of this Offer upon delivery of written notice if the
               Closing has not occurred on or before the Expiration Date as a
               result of one or more of the conditions set forth in clause 13
               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 the agreement resulting from the acceptance of this
          Offer is terminated pursuant to clause 15(a)(i), the Purchaser
          terminates the agreement resulting from the acceptance of this Offer
          pursuant to clauses 15(a)(ii) or 15(a)(v) (other than due to
          non-satisfaction of the condition in clause 12(c)), either Party
          terminates the agreement resulting from the acceptance of this Offer
          pursuant to clause 15(a)(iv), or the Vendor terminates the agreement
          resulting from the acceptance of this Offer pursuant to clause
          15(a)(vi) due to non-satisfaction of the conditions in clauses 13(a)
          or 13(c), the Purchaser shall be entitled to a refund of the Deposit
          and the Parties shall execute joint written instructions directing the
          Escrow Agent to refund the Deposit to the Purchaser.

     (c)  In the event that the agreement resulting from the acceptance of this
          Offer is terminated by the Purchaser pursuant to clause 15(a)(v) due
          to non-satisfaction of the condition in clause 12(c), or by the Vendor
          pursuant to clause 15(a)(vi) (other than due to non-satisfaction of
          the conditions in clauses 13(a) or 13(c)), the Vendor shall be
          entitled, as liquidated damages for the loss of a bargain and not as a
          penalty, to retain the Deposit and the Parties shall execute joint
          written instructions directing the Escrow Agent to disburse the
          Deposit to the account designated by the Vendor.

     (d)  In the event of a termination of the agreement resulting from the
          acceptance of this Offer pursuant to clause 15(a)(iii) as a result of
          the termination of one or both of the Pending Purchase Agreements (a
          "TERMINATED AGREEMENT") under circumstances that entitle the vendor(s)
          under the Terminated Agreement(s) to retain the deposit(s) held in
          escrow by the Escrow Agent pursuant to the terms of such Terminated
          Agreement(s), then the Vendor shall be entitled, as liquidated damages
          for the loss of a bargain and not as a penalty, to retain the Deposit
          and the Parties shall execute joint written instructions directing the
          Escrow Agent to disburse the Deposit to the account designated by the
          Vendor. In the event of a termination of the agreement resulting from
          the acceptance of this Offer pursuant to clause 15(a)(iii) as a result
          of the termination of one or both of the Pending Purchase Agreements
          under circumstances that entitle the purchaser(s) under the Terminated
          Agreement(s) to a refund of the deposit(s) held in escrow by the
          Escrow Agent pursuant to the terms of such Terminated Agreement(s),
          then the Purchaser shall be entitled to a refund of the Deposit and
          the Parties shall execute joint written instructions directing the
          Escrow Agent to refund the Deposit to the Purchaser.
<PAGE>
     (e)  If any Party terminates the agreement resulting from the acceptance of
          this Offer pursuant to clause 15(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 15, and clauses 19, 20 and 28 shall survive such
          termination.

16.  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:

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

               C.   Vendor's employment of any former employees of the Vendor,
                    including, without limitation, (1) any liability for unpaid
                    compensation, severance, benefits and other payments owed to
                    Rig Employees, to the extent such liability exceeds the
                    amount of the adjustment to the Closing Date Payment
                    pursuant to clause 17(b), and (2) any liability for
                    compensation, bonuses, accrued severance or other payments
                    owed to Office Employees;

               D.   any liabilities of the Vendor other than the Assumed
                    Liabilities; and

               E.   any 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 out of,
               resulting from or in any way related to any of the foregoing in
               subclauses A. to E. of clause 16(a)(i).

          The Vendor will have no obligation to indemnify the Purchaser
          Indemnitees pursuant to this clause 16(a) until the aggregate amount
          of all Damages suffered
<PAGE>
          by the Purchaser Indemnitees exceeds $100,000 (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 16(a) shall not exceed an aggregate amount equal to (A) if the
          transactions contemplated by the Peru Purchase Agreement (228) and the
          Peru Purchase Agreement (250) have been consummated, but the
          transaction contemplated by the Peru Purchase Agreement (131 and 145)
          is or has not been consummated, $6,750,000 reduced (on a
          dollar-for-dollar basis) by the aggregate amount of Damages from which
          any purchaser under the Peru Purchase Agreement (228) or the Peru
          Purchase Agreement (250) has been indemnified, and (B) if the
          transactions contemplated by all the Other Purchase Agreements have
          been 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 (A) the Purchaser's employment of
          any present or former employee of the Vendor after the Closing Date
          and (B) the ownership, occupancy, use or operation of the Assets after
          the Closing Date including, without limitation, as a result of any (i)
          violation of any Environmental Laws or Environmental Permits or (ii)
          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 16(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 16(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 the agreement resulting
          from the acceptance of this Offer 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.
<PAGE>
     (c)  In addition to clause 16(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 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
<PAGE>
          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 16:

          (i)  The Indemnitee shall use commercially reasonable efforts to
               mitigate any Damages that such Indemnitee asserts under this
               Article 16. 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 16 shall be reduced by (A) any net amounts
               recovered from an unaffiliated third party 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 the agreement resulting from
               the acceptance of this Offer 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 Offer
          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 the
          agreement resulting from the acceptance of this Offer. The Parties
          agree that it is their intent that notwithstanding anything to the
          contrary contained in the agreement resulting from the acceptance of
          this Offer, 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 the agreement resulting from the acceptance of
          this Offer 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.
<PAGE>
17.  EMPLOYEES

     (a)  The Vendor shall cooperate with the Purchaser to effectuate the
          transfer to the Purchaser of all Employees requested by the Purchaser;
          provided, however, that neither the Vendor nor its affiliates shall be
          prohibited from offering employment to German Castaneda or Sandra
          Martinez prior to the Closing notwithstanding this clause 17(a).

     (b)  With respect to the Employees who are employed by the Vendor in
          Colombia on a well-to-well contract basis on the Closing Date ("RIG
          EMPLOYEES"), at the Closing the Vendor shall assign to the Purchaser,
          and the Purchaser shall assume as of the Closing Date, all contracts
          for the employment of such Rig Employees ("ASSIGNED EMPLOYMENT
          CONTRACTS") and the Closing Date Payment shall be reduced by the
          aggregate amount of unpaid compensation, severance, benefits and other
          payments accrued under the Assigned Employment Contracts through the
          Closing Date (collectively the "ACCRUED PAYMENTS"). With respect to
          the other Employees employed by the Vendor in Colombia ("OFFICE
          EMPLOYEES"), subject to clause 17(a) the Vendor shall terminate the
          employment of such Office Employees effective as of the Closing Date
          and shall pay in full all compensation, bonuses, accrued severance,
          and other payments that may result from the Vendor's termination of
          the employment of such Office Employees.

     (c)  The Parties shall carry out the transfer to the Purchaser of the
          Employees requested by the Purchaser in a manner reasonably calculated
          not to entail or trigger a collective dismissal requiring the prior
          authorization of the Colombian Ministry of Social Protection.
          Notwithstanding the above, it is expressly agreed and understood by
          and between the Parties that (i) the Purchaser shall not be liable to
          the Vendor for any obligation vis-a-vis the Colombian Ministry of
          Social Protection or other authority as a result of any action or
          omission of the Vendor prior to Closing and (ii) the Vendor shall not
          be liable to the Purchaser for any obligation vis-a-vis the Colombian
          Ministry of Social Protection or other authority accruing after the
          Closing Date with regard to any persons employed by the Purchaser
          after Closing or the Assigned Employment Contracts.

18.  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 the agreement resulting from the acceptance of this
     Offer.

19.  CONSTRUCTION

     The agreement resulting from the acceptance of this Offer 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
<PAGE>
     (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.

20.  ARBITRATION

     (a)  Any dispute, controversy or claim arising out of or relating to the
          agreement resulting from the acceptance of this Offer that cannot be
          or has not been resolved among the Parties, other than a dispute
          covered by clause 2(d), shall be resolved in accordance with the
          procedures specified in this Article 20, 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 the agreement resulting from the acceptance of this Offer,
          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 20 shall
          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 the agreement resulting from
          the acceptance of this Offer which has not been resolved by
          negotiations as provided in clause 20(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 20(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 20(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 20(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 Offer.
<PAGE>
     (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 the agreement resulting from the
          acceptance of this Offer, and in which provisional, interim or
          conservatory measures are sought pending resolution of any arbitration
          proceeding pursuant to this Article 20 or in which an order to compel
          arbitration in accordance with the agreement resulting from the
          acceptance of this Offer 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 20.

     (e)  The site of any arbitration brought pursuant to the agreement
          resulting from the acceptance of this Offer 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 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 the agreement resulting from the
          acceptance of this Offer 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 20(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
<PAGE>
          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 the agreement resulting from the
          acceptance of this Offer 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 23.

     (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.

21.  ENUREMENT; NO THIRD PARTY RIGHTS

     The agreement resulting from the acceptance of this Offer 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
     the agreement resulting form the acceptance of this Offer and their
     respective successors and permitted assigns any legal or equitable right,
     remedy or claim under or with respect to the agreement resulting form the
     acceptance of this Offer or any provision hereof.
<PAGE>
22.  TIME

     Time shall be of the essence of the agreement resulting from the acceptance
     of this Offer.

23.  NOTICES

     Whether or not so stipulated, all notices required or permitted pursuant to
     the agreement resulting from the acceptance of this Offer shall be in
     writing. The address for notice of each of the Parties hereto shall be as
     follows:

     VENDOR:    Parker Drilling Company International Limited
                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.
                Sucursal Colombia
                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.

24.  PRIOR AGREEMENTS AND AMENDMENTS

     This Offer, together with the Purchase Order and the other Schedules
     hereto, the Confidentiality Agreement and the other documents delivered
     pursuant hereto, constitutes
<PAGE>
     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.

25.  ONE AGREEMENT

     This Offer may be executed in one copy by the Vendor and delivered to the
     Purchaser and together with the Purchase Order and the other Schedules
     shall constitute one agreement.

26.  INVALIDITY OF A PARTICULAR PROVISION

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

27.  ASSIGNMENT

     The Vendor or the Purchaser may not assign the agreement resulting from the
     acceptance of this Offer or any part thereof without the prior written
     consent of the other.

28.  FEES AND EXPENSES

     Whether or not the transactions contemplated by the agreement resulting
     from the acceptance of this Offer are consummated, and except as otherwise
     expressly set forth in this Offer, all costs and expenses (including legal
     and financial advisory fees and expenses) incurred in connection with, or
     in anticipation of, this Offer and the transactions contemplated by this
     Offer 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 Offer by any Person claiming to have been engaged by
     such Party.

29.  SPECIFIC PERFORMANCE

     The Parties agree that if any of the provisions of the agreement resulting
     from the acceptance of this Offer 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 the agreement resulting from the acceptance of
     this Offer 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.
<PAGE>
30.  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 the agreement resulting from the acceptance of this Offer 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.

31.  NO WAIVER; CUMMULATIVE REMEDIES

     The rights and remedies of the Parties provided in this Offer are
     cumulative and not alternative. Neither any failure nor any delay by any
     Party in exercising any right, power or privilege under the agreement
     resulting from the acceptance of this Offer 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 Offer, (a) no claim or right arising out of
     the agreement resulting from the acceptance of this Offer or any of the
     documents referred to in this Offer 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 Offer or the documents referred to in this Offer.
<PAGE>
                                        PARKER DRILLING COMPANY INTERNATIONAL
                                        LIMITED, COLOMBIA BRANCH


                                        By: /s/ DAVID W. TUCKER
                                            ------------------------------------
                                        Name: David W. Tucker
                                              ----------------------------------
                                        Title: Vice President
                                               ---------------------------------
<PAGE>
                                 PURCHASE ORDER

                                   May 6, 2005

Messrs.
Parker Drilling Company International Limited Company, Colombian Branch
Attention: Robert L. Parker, Jr.
Legal Representative

     REFERENCE: Purchase Order for the Purchase and Sale of Assets

Dear Sirs,

     I hereby refer to your Irrevocable Commercial Offer for the Purchase and
Sale of Assets dated May 6, 2005 (the"Offer") in response to which and in my
capacity as Legal Representative of Saxon Services de Panama S.A. Sucursal
Colombia, I hereby present a Purchase Order for the Assets described in the
Offer, in accordance with the terms and conditions contained therein.

     The Purchase Price to be paid by Saxon Services de Panama S.A. Sucursal
Colombia, for the Assets shall be paid as indicated in the Offer.

     Sincerely,

Saxon Servicies de Panama S.A. Sucursal Colombia

By:


/s/ Walter Dawson
-------------------------------------
Walter Dawson
Legal Representative
<PAGE>

         With the exception of Schedule K -- Purchase Order, the following
schedules to the Irrevocable Commercial Offer for the Purchase and Sale of
Assets dated as of May 6, 2005, by and between Parker Drilling Company
International Limited, Colombian Branch and Saxon Services de Panama
S.A.-Colombia Branch have been omitted, and the Registrant agrees to furnish
supplementally a copy of any such omitted schedules to the Securities and
Exchange commission upon its request:

         Schedules

         Schedule A -- Drilling Rigs
         Schedule B -- Other Assets
         Schedule C -- Office/Communications Equipment
         Schedule D -- Leased Motor Vehicles
         Schedule E -- Drilling Contracts
         Schedule F -- Employees
         Schedule G -- Credit Enhancements
         Schedule H -- Consents
         Schedule I -- Encumbrances
         Schedule J -- Employment Matters