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                                                                    EXHIBIT 10.4

                AGREEMENT FOR PURCHASE AND SALE OF ASSETS (PERU)
                                    [RIG 228]

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

AMONG:

 UNIVERSAL RIG SERVICES CORP. AND PARKER DRILLING COMPANY INTERNATIONAL LIMITED

               (hereinafter collectively referred to as "VENDORS")

                                      -and-

                          SAXON SERVICES DEL PERU S.A.

                    (hereinafter referred to as "PURCHASER")

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

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

1.   INTERPRETATION

     (a)  DEFINITIONS

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

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

          "ASSETS" means:

          (i)  Rig 228, as more fully described in Schedule "A" hereto (the
               "RIG") presently located in the jurisdiction set out in Schedule
               "A" and all related inventory, equipment (including the top drive
               associated with the Rig) and tools, including all spares, drill
               pipe and collars, handling tools, subs, hand tools and those
               other items set out in Schedule "B," but specifically excluding
               the Excluded Assets;

          (ii) the communications and office equipment described in Schedule "C"
               hereto (including licenses related to cell phones but excluding
               licenses related to VSAT equipment);

          (iii) the Drilling Contract, including all amendments, renewals or
               replacements thereof, to the extent (A) any required consent to
               assignment has been obtained from the appropriate Person on or
               prior to the Closing Date, or (B) such requirement to obtain
               consent has been waived by the Purchaser on or prior to the
               Closing Date (collectively, the "ASSIGNED DRILLING CONTRACT");
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          (iv) to the extent transferable, the full benefit of all warranties,
               rights, claims and securities held by the Vendors against third
               parties in relation to the Assets including, without limitation,
               all rights and claims of the Vendors in respect of all
               representations, warranties, covenants and indemnities made or
               given by third parties to or for the benefit of the Vendors or to
               which the Vendors have succeeded;

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

          (vi) the motor vehicles listed on Schedule "D";

          "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 Peru;

          "CLOSING" means the transfer of the Assets to the Purchaser, the
          payment by Purchaser to Vendors of the Purchase Price, the delivery of
          all documents required hereby and the completion of all other
          transactions contemplated by this Agreement to occur on the Closing
          Date;

          "CLOSING DATE" means the date on which the Closing occurs, which shall
          be 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 Agreement (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 the Colombia Purchase
          Agreement (other than conditions with respect to actions which, by the
          terms of the Colombia Purchase Agreement, the parties thereto will
          take at the closing of the transactions contemplated thereby);

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

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

          "DRILLING CONTRACT" means the drilling contract associated with the
          Rig, as listed on Schedule "E" hereto;

          "EMPLOYEES" means those employees of the Vendors 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


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          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, as well
          as a proceeding to issue, modify, terminate or enforce the provisions
          of an Environmental Permit or to enforce the requirements of
          Environmental Law;

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

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

          "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, Saxon Services de Panama S.A., Saxon Services de Panama
          S.A., Sucursal Colombia, and the Escrow Agent;

          "EXCLUDED ASSETS" shall mean (i) all contracts, leases, agreements,
          permits and licenses of the Vendors (including the Master Services
          Agreement), other than the Drilling Contract, (ii) all accounts and
          notes receivable of the Vendors, (iii) all cash and cash equivalents
          and the cash balances in the bank accounts of the Vendors, (iv) the
          insurance policies of the Vendors, (v) the minute books, stock
          transfer books and corporate seals of the Vendors, (vi) all capital
          stock and other equity interests owned by the Vendors, (vii) all
          financial, accounting, legal, tax and audit records of the Vendors not
          related solely to the Assets, (viii) all original tax and audit
          records which support the tax returns filed by Vendors, whether or not
          related to the Assets, (ix) any intellectual property licenses of the
          Vendors, including without limitation, all computer software
          (including source and object codes), databases, data models or
          structures, algorithms, system architectures and related
          documentation, data and manuals, (x) all patents, trademarks, service
          marks, trade dress, trade names, logos, copyrights and mask works,
          registrations, applications and goodwill associated with the
          foregoing, trade secrets, know-how and confidential business
          information owned or used by the Vendors (including graphs


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          and drawings not solely related to the Assets, price lists, market
          studies, business plans and business opportunities), (xi) all rights
          in Internet web sites and domain names used by the Vendors, and (xii)
          all rights in electronic mail addresses and in telephone, facsimile,
          cable or similar numbers used by the Vendors;

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

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

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

          "MASTER SERVICES AGREEMENT" means the Master Services Agreement dated
          February 1, 2002, by and between Universal Rig Services Corp. and
          Parker Drilling Company International Limited;

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

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

          "OTHER PURCHASE AGREEMENTS" means, collectively, the Colombia Purchase
          Agreement, the Peru Purchase Agreement (250) and the Peru Purchase
          Agreement (131 and 145);

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

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

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

          "PERU ESCROW ACCOUNT" means an escrow account maintained by the Peru
          Escrow Agent;

          "PERU ESCROW AGENT" means the escrow agent in Peru jointly appointed
          by the Parties pursuant to the Peru Escrow Agreement;

          "PERU ESCROW AGREEMENT" means an escrow agreement in form and
          substance mutually satisfactory to the Parties pursuant to which the
          Parties will agree to deposit into the Peru Escrow Account a portion
          of the Closing Date Payment equal to the Estimated Withholding
          Obligation, which deposit will be disbursed in accordance with the
          terms of the Peru Escrow Agreement;


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          "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 the Purchaser;

          "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.;

          "PLUSPETROL" means Pluspetrol Peru Corporation, S.A.;

          "YARD LEASED PREMISES" means the yard leased by Parker Drilling
          Company of Oklahoma Incorporated, Sucursal del Peru, from Toribia Pina
          Ahuanari and located in Iquitos, Peru.

     (b)  INCORPORATION OF SCHEDULES

          Attached hereto are the following schedules:

          A - Rig
          B - Inventory and Spare Parts
          C - Office/Communications Equipment
          D - Motor Vehicles
          E - Drilling Contracts
          F - Employees
          G - Credit Enhancements
          H - Consents
          I - Employment Matters

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

     (c)  SCHEDULE REFERENCES

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

     (d)  CLAUSE AND SUBCLAUSE REFERENCES

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

     (e)  HEADINGS

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


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     (f)  GENDER

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

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

     (i)  AGREEMENT OF CONSTRUCTION

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

     (j)  INCONSISTENCIES

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

2.   PURCHASE OF ASSETS

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

     (b)  The purchase price (the "PURCHASE PRICE") for the purchase of the
          Assets is $8,000,000. Such Purchase Price shall be allocated among the
          Assets as follows:

          (i)  Rig                                  - $7,150,000;

          (ii) Inventory and Consumable Spare Parts - $  850,000.

          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


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          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 $800,000 (the "DEPOSIT") shall be paid to the Escrow
               Agent contemporaneously with the execution of this Agreement,
               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 Vendors
               or returned to the Purchaser in accordance with the terms of this
               Agreement; 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 a Vendor
               prior to Closing under the Assigned Drilling Contract that are
               directly attributable to demobilization costs that have not been
               incurred by such Vendor on or before the Closing Date (the
               "CLOSING DATE PAYMENT") on the Closing Date by wire transfer of
               immediately available funds to the account(s) designated by the
               Vendors.

     (d)  In respect of the Assets:

          (i)  If, between April 15, 2005 and the Closing Date, a Vendor
               transfers, or suffers the destruction, damage or loss of, any
               Asset ("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 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
               Vendors 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 Vendors notify 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


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               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 this Agreement 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 Vendors, and all revenues, profits, benefits,
               expenses and obligations of every kind and 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 Contract and the contracts of the Fixed
               Term Employees assigned to the Purchaser at Closing pursuant to
               Clause 17 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
               Contract, 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 counterparty under the Assigned Drilling Contract that
               payments should be made to the appropriate Vendor or the
               Purchaser in accordance with each Party's respective rights and
               obligations hereunder;

          (ii) the Vendors shall be solely responsible for collection of all
               accounts receivable owing or accruing due to the Vendors 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 appropriate 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 Vendors 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 Vendors 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 Vendors. The Purchaser shall promptly
          indemnify, defend and hold harmless the Vendors and their respective
          directors, officers, employees, agents, parents, subsidiaries and
          affiliates from any liability for any Transfer


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          Taxes (including interest and penalties thereon). The Parties agree to
          take all such steps as are reasonably required to minimize any adverse
          tax consequences in respect of the transactions contemplated by this
          Agreement; provided that no Party shall be required to take any action
          that, in such Party's reasonable belief, would be detrimental to its
          tax position.

     (h)  Within five (5) days after the date hereof the Parties shall meet to
          agree on an estimate of the aggregate Peru tax withholding obligation
          arising from the sale of the Assets contemplated hereby (the
          "ESTIMATED WITHHOLDING OBLIGATION"). If within ten (10) days the
          Parties are unable to agree on the Estimated Withholding Obligation,
          the issue shall be submitted to the local office of
          PricewaterhouseCoopers (the "ARBITER") and the Arbiter's determination
          of the Estimated Withholding Obligation shall be final and binding on
          the Parties.

3.   MAINTENANCE OF ASSETS

     (a)  At all times between the date of this Agreement and the Closing Date
          and subject at all times to the terms and conditions of this
          Agreement, the Vendors shall:

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

          (ii) continue to maintain insurance coverage on their operations in
               respect of the Assets in accordance with 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 ownership, possession or operation of the Assets
               that are due on or prior to the Closing Date.

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

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

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


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4.   ACCESS TO RECORDS; OTHER MATTERS

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

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

5.   APPROVALS

     Prior to the Closing Date, the Vendors, at the expense of the Vendors,
     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 Vendors to execute and deliver this Agreement and consummate the
     transactions contemplated hereby.

6.   CLOSING

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

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

          (i)  bills of sale of the Assets, in form and substance mutually
               satisfactory to the Parties, conveying the Assets to the
               Purchaser and duly executed by the appropriate Vendors;

          (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,


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               claims and securities held by the Vendors 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 "SUBLEASE"), duly executed by Parker
               Drilling of Oklahoma Incorporated, Sucursal del Peru;

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

          (v)  documentation to effect the transfer of the Employees to the
               Purchaser in accordance with Article 17, duly executed by the
               appropriate Vendor;

          (vi) conveyance documentation evidencing conveyance of the Rig to
               Universal Rig Services Corp.;

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

          (viii) Consents required pursuant to Article 5;

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

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

          (xi) a termination of the Master Services Agreement;

          (xii) a certificate of each 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 such Vendor has performed and satisfied in all
               material respects all agreements required by this Agreement to be
               performed and satisfied by such Vendor at or prior to the
               Closing;

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

          (xiv) the Peru Escrow Agreement, duly executed by the Vendors;

          (xv) a legal opinion of the Vendors' counsel that:


                                       11
<PAGE>
               A.   the Vendors have been duly incorporated and are validly
                    existing and in good standing under the laws of their
                    respective jurisdictions of incorporation;

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

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

          (xvi) a legal opinion of the Vendor's counsel covering the matters
               described in clause 6(a)(xiv) above with respect to the vendor
               under the Peru Purchase Agreement (250);

          (xvii) invoice(s) issued by the appropriate Vendor(s) to the Purchaser
               in accordance with Peruvian law; and

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

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

          (i)  by wire transfer to the account(s) designated by the Vendors, the
               Closing Date Payment reduced by an amount equal to the Estimated
               Withholding Obligation, in the manner provided in clause
               2(c)(ii);

          (ii) by wire transfer to the Peru Escrow Account, an amount equal to
               the Estimated Withholding Obligation;

          (iii) a joint direction to the Escrow Agent to pay the Deposit to the
               account(s) designated by the Vendors;

          (iv) the Peru Escrow Agreement, duly executed by the Purchaser;

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

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

          (vii) documentation to effect the transfer of the Employees to the
               Purchaser in accordance with Article 17, duly executed by the
               Purchaser;

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


                                       12
<PAGE>
          (ix) such resolutions of the Purchaser as are required to approve and
               authorize the purchase of the Assets by the Purchaser;

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

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

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

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

          (xi) a legal opinion of the Purchaser's counsel covering the matters
               described in clause 6(b)(x) above with respect to the purchaser
               under the Peru Purchase Agreement (250);

          (xii) 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 Agreement to be
               performed and satisfied by the Purchaser at or prior to the
               Closing.

     (c)  On the Closing Date the Vendors 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 REPRESENTATIONS

     The Vendors jointly and severally covenant with and represent and warrant
     to the Purchaser realizing that the Purchaser is relying upon such
     covenants, representation and warranties, that:

     (a)  Each Vendor has been duly incorporated and is validly existing under
          the laws of its jurisdiction of incorporation and has all requisite
          authority, power and corporate capacity to carry on its business, as
          now conducted and to own its properties and assets and has good right,
          full power and absolute authority to carry out its obligations under
          this Agreement,


                                       13
<PAGE>
          including, without limitation, the sale, transfer, assignment and
          conveyance of the Assets to the Purchaser in the manner herein
          provided for according to the true intent and meaning of this
          Agreement;

     (b)  Universal Rig Services Corp. is the owner of the Rig and the other
          Assets that are the subject of the invoice issued by it pursuant to
          clause 6(a)(xvi). Each Vendor has good and marketable title to the
          Assets owned by it and such Assets are owned by such Vendor free and
          clear of all Encumbrances. Notwithstanding the foregoing, the Vendors
          hereby expressly disclose to the Purchaser that the Rig is currently
          maintained in Peru under temporary import status and, at Closing, will
          be transferred to the Purchaser under such status. Except as provided
          in the preceding sentence, no representation and warranty (express or
          implied) is made regarding the import status of the Rig. No person has
          any agreement or option or any right capable of becoming an agreement
          for the purchase, lease or encumbering of the Assets or any of them;

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

     (d)  The Vendors are 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 any Vendor of, or a
               failure on the part of any Vendor to comply with, any Legal
               Requirement in respect to such Vendor's possession, ownership or
               operation of the Assets owned or operated by it, 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) no Vendor has 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 such Vendor's possession, ownership or operation of
               the Assets owned or operated by it;

     (e)  The execution, delivery of, performance of and compliance with the
          terms of this Agreement and any agreements to be executed and
          delivered pursuant hereto by the Vendors will not conflict with any
          term or provision of the articles or certificate of incorporation or
          bylaws or resolutions of the directors of the Vendors, 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 either
          Vendor is a party or by which it is bound, or violate any judgment,
          decree, order, statute, rule or regulation applicable to any Vendor,
          which default, breach or violation would reasonably be expected to
          have a material adverse effect on the Assets;

     (f)  This Agreement has been duly authorized, executed and delivered by
          each Vendor and all other documents executed and delivered by the
          Vendors pursuant hereto shall be duly authorized, executed and
          delivered by the Vendors and will constitute legal, valid and binding
          obligations of the Vendors enforceable in accordance with their
          respective terms, subject to


                                       14
<PAGE>
          the qualification that such enforceability may be subject to (i)
          bankruptcy, insolvency, fraudulent preference, reorganization or other
          laws relating to or affecting creditors rights generally; and (ii)
          general principles of equity (regardless of whether such
          enforceability is considered in a proceeding at equity or in law);

     (g)  Schedules "A," "B" and "C" constitute a complete and accurate list and
          description as of the date hereof of the Rig and all related
          inventory, equipment (including the top drive associated with the Rig)
          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 Assets are in material compliance with all Environmental Laws
          applicable to the Vendors' operations in Peru relating to the
          protection of the environment, occupational health and safety or the
          processing, use, treatment, storage, disposal, discharge, transport or
          handling of Hazardous Substances and each Vendor holds all
          Environmental Permits required by Environmental Laws to be held by it
          for the operation of the Assets as operated by such 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 Vendors have not received written notice of
          any Environmental Claims or been prosecuted for, an offence alleging
          non-compliance of any Asset with any Environmental Law, and, to the
          best of Vendors' knowledge, there are no orders or directions relating
          to environmental matters requiring any work, repairs, construction or
          capital expenditures to be made with respect to the Assets, nor has
          any Vendor received written notice of any of the same. To the best of
          Vendors' knowledge, there has not been a release of any Hazardous
          Substance on or from any Asset with respect to which a 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 any 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 Vendors regarding environmental matters;

     (i)  The Vendors have not assigned or in any way restricted their rights
          nor has any third party restricted the Vendors' rights 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 Vendors are in compliance
          with the terms of such policies in all material respects;

     (k)  Neither Vendor is in a state of bankruptcy or moratorium or has 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 "I," the Vendors are not parties to
          any employment, service, pension, union or management contract with
          any Employee;


                                       15
<PAGE>
     (m)  The Vendors have made available to the Purchaser a true and correct
          copy of the Drilling Contract. With respect to the 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) no Vendor is in breach or default in any material respect and,
               to the best of Vendors' 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)  No Vendor has incurred any liability, contingent or otherwise, for
          broker's, agent's or finder's fees in respect of this Agreement for
          which the Purchaser shall have any obligation or liability.

8.   VENDORS' 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 VENDORS
     ARE SELLING AND THE PURCHASER IS PURCHASING THE ASSETS "AS IS, WHERE IS"
     AND "WITH ALL FAULTS," AND THE VENDORS ARE NOT MAKING ANY OTHER
     REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,
     INCLUDING, WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, VALUE,
     PHYSICAL CONDITION, PERFORMANCE, USE OR FITNESS FOR ANY PARTICULAR PURPOSE
     OF THE ASSETS. THE PURCHASER AGREES, BY ITS EXECUTION HEREOF, THAT THERE
     ARE NO REPRESENTATIONS OR WARRANTIES EXCEPT AS SPECIFICALLY SET FORTH IN
     THIS AGREEMENT, AND THE PURCHASER DOES FURTHER AGREE THAT IT HAS EXAMINED
     AND IS FAMILIAR WITH THE ASSETS AND IS NOT RELYING ON ANY REPRESENTATIONS
     OR WARRANTIES REGARDING THE ASSETS OTHER THAN AS SET FORTH IN CLAUSE 7 OF
     THIS AGREEMENT.

     Notwithstanding anything to the contrary herein expressed or implied, it is
     expressly agreed and understood that the representations and warranties
     contained in clause 7 of this Agreement shall survive the Closing for a
     period of two (2) years from the Closing Date. No claim for breach of the
     representations and warranties contained in clause 7 may be made by the
     Purchaser unless written notice of such claim has been given to the Vendors
     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) and 7(n) 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 Vendors (a "KNOWN VENDOR BREACH"), the Purchaser shall
     promptly notify the Vendors 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 Vendors under the
     indemnification provisions of this Agreement without reference to any
     indemnification limitations set forth in Article 16 of this Agreement. If a
     Known Vendor Breach


                                       16
<PAGE>
     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 this
     Agreement for any purpose hereunder, and neither the Purchaser nor any
     affiliate of the Purchaser shall have any claim or recourse against the
     Vendors or their respective directors, officers, employees, affiliates,
     controlling persons, agents, advisors or representatives with respect to
     such Known Vendor Breach, under Article 16 of this Agreement or otherwise.

9.   PURCHASER'S REPRESENTATIONS

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

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

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

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

     (d)  The Purchaser (i) currently has sufficient immediately available funds
          in cash or cash equivalents and will at the Closing have sufficient
          immediately available funds, in cash, or (ii) has sufficient binding
          commitment letters from financing sources, true and correct copies of
          which have been provided to the Vendors prior to the date of this
          Agreement, to pay the portion of the Purchase Price payable at Closing
          and to pay any other amounts payable under this Agreement and to
          effect the transactions contemplated by this Agreement, all without
          any third-party consent or approval required;

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

10.  SURVIVAL OF PURCHASER'S REPRESENTATIONS

     Notwithstanding anything to the contrary herein expressed or implied, it is
     expressly agreed and understood that the representations and warranties
     contained in clause 9 of this Agreement shall


                                       17
<PAGE>
     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 Vendors unless written notice of such claim has been
     given to the Purchaser within the two (2) year time period referred to
     above; provided that any such claim shall be subject in all respects to the
     limitations set forth in Article 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 this Agreement shall be deemed to be a breach of
     this Agreement for any purpose hereunder, and neither the Vendors nor any
     of their respective affiliates 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 Agreement or otherwise, if the Vendors or any of
     their respective affiliates had actual knowledge prior to Closing of such
     breach.

11.  CONDITIONS PRECEDENT TO THE PARTIES' OBLIGATIONS

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

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

     (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 the Colombia Purchase Agreement shall
          have been consummated or shall be consummated contemporaneously with
          the transactions contemplated hereby.

12.  PURCHASER'S CONDITIONS PRECEDENT

     The obligations 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
          Agreement 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 7 of this Agreement 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 Vendors shall have
          performed and


                                       18
<PAGE>
          satisfied in all material respects all agreements required by this
          Agreement to be performed and satisfied by the Vendors 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;

     (d)  the Purchaser, acting reasonably, shall be satisfied that Pluspetrol
          is contractually or legally obligated to the Vendors to pay all
          customs duties, value added taxes and similar payments (as and when
          such payments become due and payable) required by the Peruvian
          National Tax Authority (SUNAT) or any Governmental Authority, pursuant
          to applicable Legal Requirements, to be paid to effect the permanent
          importation and timely nationalization of the Rig; and

     (e)  the Purchaser shall be furnished with the items which the Vendors are
          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 the Purchaser in writing in whole or in
     part.

13.  VENDORS' CONDITIONS PRECEDENT

     The obligations of the Vendors 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
          Agreement 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 Agreement 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 Agreement to be performed and satisfied by the
          Purchaser 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, or waived the condition in clause 12(c); and

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

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


                                       19
<PAGE>
14.  SATISFACTION OF CONDITIONS PRECEDENT

     The Vendors 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 this Agreement as provided below:

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

          (ii) The Purchaser may terminate this Agreement pursuant to clause
               2(d)(iii) upon delivery of written notice to the Vendors;

          (iii) Either the Purchaser or the Vendors may terminate this Agreement
               upon delivery of written notice to the other Parties 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 the Purchaser or the Vendors may terminate this Agreement
               upon delivery of written notice to the other Parties 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 this Agreement 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 such
               date, provided that the Purchaser shall not have caused such
               failure to close; and

          (vi) The Vendors may terminate this Agreement upon delivery of written
               notice if the Closing has not occurred on or before the
               Expiration Date as a result of one or more of the conditions set
               forth in clause 13 not having been satisfied on or prior to such
               date, provided that the Vendors shall not have caused such
               failure to close.

     (b)  In the event that this Agreement is terminated pursuant to clause
          15(a)(i), the Purchaser terminates this Agreement pursuant to clauses
          15(a)(ii) or 15(a)(v) (other than due to non-satisfaction of the
          condition in clause 12(c)), a Party terminates this Agreement pursuant
          to clause 15(a)(iv), or the Vendors terminate this Agreement pursuant
          to clause 15(a)(vi) due to non-satisfaction of the condition in clause
          13(a), the Purchaser shall be entitled to a refund of


                                       20
<PAGE>
          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 this Agreement 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 Vendors pursuant to clause 15(a)(vi) (other
          than due to non-satisfaction of the condition in clause 13(a)), the
          Vendors 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(s) designated by the Vendors.

     (d)  In the event of a termination of this Agreement 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
          Vendors 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(s) designated by the Vendors. In
          the event of a termination of this Agreement 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.

     (e)  If any Party terminates this Agreement 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 Vendors shall:

          (i)  be jointly and severally liable to the Purchaser and its
               directors, officers, employees, agents, parents, 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 Vendors' ownership,
                    occupancy, use or operation of the Assets on or before the
                    Closing Date;

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

               C.   Vendors' employment of any former employees of the Vendors,
                    including, without limitation, (1) any liability for unpaid
                    compensation, severance,


                                       21
<PAGE>
                    benefits and other payments owed to Fixed Term Employees, to
                    the extent such liability exceeds the amount of the
                    adjustment to the Closing Date Payment pursuant to Article
                    17, and (2) any liability for compensation, bonuses, accrued
                    severance or other payments owed to Indefinite Term
                    Employees;

               D.   any liabilities of the Vendors other than the Assumed
                    Liabilities, including without limitation, any liabilities
                    of the Vendors for customs duties and taxes other than those
                    for which the Purchaser is responsible pursuant to clause
                    2(g) and other than liabilities for customs duties, taxes
                    and similar assessments resulting from actions or omissions
                    of the Purchaser after the Closing Date; provided that, for
                    the avoidance of doubt, any customs duties, value added
                    taxes and similar payments required to effect the permanent
                    importation and nationalization of the Rig shall not
                    constitute a liability of the Vendor; and

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

          (ii) jointly and severally 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 Vendors will have no obligation to indemnify the Purchaser
          Indemnitees pursuant to this clause 16(a) until the aggregate amount
          of all Damages suffered by the Purchaser Indemnitees exceeds $100,000
          (the "BASKET"), in which case the Vendors shall be liable to the
          Purchaser Indemnitees for all Damages in excess of, but not including,
          the Basket. The Vendors' 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 (250) and the Colombia Purchase Agreement have
          been consummated, but the transaction contemplated by the Peru
          Purchase Agreement (131 and 145) is not 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 (250) or the Colombia Purchase Agreement 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"). The Parties agree that in the event the Peruvian National
          Tax Authority (SUNAT) or other Governmental Authority responsible for
          the assessment or collection of taxes seizes or confiscates an Asset
          on the basis of unsatisfied tax or customs duties obligations of the
          Vendors, the limitation set forth in the preceding sentence shall not
          apply and, to the extent the Purchaser Indemnitees' Damages pursuant
          to clause 16(a)(i)(D) exceed the Cap, the Purchaser Indemnitees shall
          be entitled to recover an amount of such excess Damages equal to the
          amount by which (i) the portion of the Purchase Price paid for such
          seized or confiscated Asset exceeds (ii) the Cap. In no event will the
          Vendors' obligation to indemnify the Purchaser Indemnitees hereunder
          exceed an amount equal to the Purchase Price.


                                       22
<PAGE>
     (b)  Provided that the Closing occurs, the Purchaser shall:

          (i)  be liable to the Vendors and their respective directors,
               officers, employees, agents, parents, subsidiaries and affiliates
               (collectively, the "VENDOR INDEMNITEES") for all Damages which
               the Vendors 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 a 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 this Agreement at any
          given time the amount of the Cap shall be reduced (on a
          dollar-for-dollar basis) by the aggregate amount of Damages from which
          any vendor under any Other Purchase Agreement has been indemnified.
          The limitations provided in the two preceding sentences shall not
          apply in the event of a failure of consideration.

     (c)  In addition to clause 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 Vendors or
          any affiliates of the Vendors. 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"), including
          without limitation, an action or proceeding commenced or brought by a
          Govenmental Authority to confiscate or seize an Asset, 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


                                       23
<PAGE>
          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 and, provided,
          further, that if the Indemnification Claim results from a proceeding
          for the confiscation or seizure of an Asset, that the Indemnitor has
          posted bond in an amount satisfactory to the party making the
          confiscation or seizure that will prevent or release the confiscation
          or seizure of the Asset while the proceeding is pending. If the
          Indemnitor fails to notify the Indemnitee within such 20-day period
          that it will assume the defense of the Indemnification Claim, the
          Indemnitee shall have the right (upon further notice to the
          Indemnitor) to undertake the defense at the expense of the Indemnitor;
          provided that in no event will the Indemnitee consent to the entry of
          a judgment or enter into a settlement with respect to such claim
          without the prior written consent of the Indemnitor (which consent
          shall not be unreasonably withheld or delayed). So long as the
          Indemnitor is conducting the defense of the Indemnification Claim, (i)
          the Indemnitee may retain separate co-counsel at its sole cost and
          expense and participate in the defense of the Indemnification Claim
          and (ii) the Indemnitee will not consent to the entry of any Order
          with respect to the Indemnification Claim without the prior written
          consent of the Indemnitor (not to be unreasonably withheld or
          delayed). The Indemnitor will not enter into any settlement with
          respect to the Indemnification Claim without the prior written consent
          of the Indemnitee (not to be unreasonably withheld or delayed) unless
          such settlement (A) requires solely the payment of money damages by
          the Indemnitor and (B) includes as an unconditional term thereof the
          release by the claimant or the plaintiff of the Indemnitee and the
          Persons for whom the Indemnitee is acting from all liability in
          respect of the proceeding giving rise to the Indemnification Claim.

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


                                       24
<PAGE>
          (iv) Any claim for indemnification under this Agreement shall, to the
               extent practicable, describe the claim in reasonable detail,
               include copies of any material written evidence thereof and
               indicate the estimated amount of such claim.

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

17.  EMPLOYEES

     The Vendors shall cooperate with the Purchaser to effectuate the transfer
     to the Purchaser of the Employees. With respect to Employees who are
     employed by the Vendors on a fixed term basis on the Closing Date ("FIXED
     TERM EMPLOYEES"), at the Closing the Vendors shall assign to the Purchaser,
     and the Purchaser shall assume as of the Closing Date, the contracts for
     the employment of such Fixed Term Employees and the Closing Date Payment
     shall be reduced by the aggregate amount of unpaid compensation, severance,
     benefits and other payments accrued and owing to such Fixed Term Employees
     transferred to the Purchaser through the Closing Date (collectively, the
     "ACCRUED PAYMENTS"). With respect to Employees who are employed by the
     Vendors on an indefinite term basis ("INDEFINITE TERM EMPLOYEES") the
     Vendors shall terminate the employment of such Indefinite Term 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
     Vendors' termination of the employment of such Indefinite Term Employees.

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 this Agreement.

19.  CONSTRUCTION

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

20.  ARBITRATION

     (a)  Any dispute, controversy or claim arising out of or relating to this
          Agreement that cannot be or has not been resolved among the Parties,
          other than a dispute covered by clause 2(d), shall


                                       25
<PAGE>
          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 this Agreement, through negotiations conducted in good
          faith between Persons holding a senior management position in each
          Party having authority to reach such a settlement. All negotiations
          pursuant to this Article 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 this Agreement 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
          Agreement.

     (d)  Except as otherwise specifically provided herein, each of the Parties
          hereby irrevocably and unconditionally submits, for itself and its
          property, to the nonexclusive jurisdiction of any Texas state court or
          federal court sitting in Harris County, Texas and any appellate court
          from any thereof, in any action or proceeding arising out of or
          relating to or in connection with this Agreement, and in which
          provisional, interim or conservatory measures are sought pending
          resolution of any arbitration proceeding pursuant to this Article 20
          or in which an order to compel arbitration in accordance with this
          Agreement or to vacate an arbitral award on such grounds as permitted
          by the Federal Arbitration Act or the New York Convention, as
          applicable, is sought. Notwithstanding the foregoing, any Party may
          proceed to any Texas state court or federal court sitting in Harris
          County, Texas, or to the Arbitrator to obtain provisional relief if
          such action is necessary to avoid irreparable harm or to preserve the
          status quo pending the resolution of the dispute in accordance with
          the provisions of this Article 20.

     (e)  The site of any arbitration brought pursuant to this Agreement shall
          be Houston, Texas and the language in which the arbitration shall be
          conducted, including all writings relating thereto (including the
          award of the Arbitrator), shall be English. All discovery activities
          shall be completed within thirty (30) days after the initial meeting
          of the Arbitrator. The award of the Arbitrator shall (i) be final and
          binding upon the Parties, (ii) be issued within sixty (60) days


                                       26
<PAGE>
          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 this Agreement may be awarded and no
          Arbitrator shall have the authority to award loss of profits, loss of
          revenue or any incidental, special or consequential loss or damage of
          any nature arising at any time or from any cause whatsoever, or
          punitive or exemplary damages.

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

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

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

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


                                       27
<PAGE>
21.  ENUREMENT; NO THIRD PARTY RIGHTS

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

22.  TIME

     Time shall be of the essence of this Agreement.

23.  NOTICES

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

     VENDORS:   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 del Peru S.A.
                c/o Estudio Cardenas Marroquin Merino Abogados
                Centro Empresarial Real - Av. Victor Andres Belaunde 147
                Via Principal 110
                Torre Real Cinco
                Piso 12, Lima 27 - Peru
                Attention: Victor M. Marroquin
                Telecopy No.: +51-1-421-8459

     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.


                                       28
<PAGE>
24.  PRIOR AGREEMENTS AND AMENDMENTS

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

25.  COUNTERPART EXECUTION

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

26.  INVALIDITY OF A PARTICULAR PROVISION

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

27.  ASSIGNMENT

     Neither the Vendors, on the one hand, nor the Purchaser, on the other, may
     assign this Agreement or any part thereof without the prior written consent
     of the other.

28.  FEES AND EXPENSES

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

29.  SPECIFIC PERFORMANCE

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

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 this Agreement and the transactions contemplated hereby, except as may
     be required by law or required as a result of the corporate parent of
     either Party being a publicly-held or exchange-


                                       29
<PAGE>
     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 Agreement are
     cumulative and not alternative. Neither any failure nor any delay by any
     Party in exercising any right, power or privilege under this Agreement will
     operate as a waiver of such right, power or privilege, and no single or
     partial exercise of any such right, power or privilege will preclude any
     other or further exercise of such right, power or privilege or the exercise
     of any other right, power or privilege. To the maximum extent permitted by
     applicable law and except as otherwise provided in this Agreement, (a) no
     claim or right arising out of this Agreement or any of the documents
     referred to in this Agreement can be discharged by one Party, in whole or
     in part, by a waiver or renunciation of the claim or right unless in
     writing signed by the other Party; (b) no waiver that may be given by a
     Party will be applicable except in the specific instance for which it is
     given and (c) no notice to or demand on one Party will be deemed to be a
     waiver of any obligation of that Party or of the right of the Party giving
     such notice or demand to take further action without notice or demand as
     provided in this Agreement or the documents referred to in this Agreement.


                                       30
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                                   UNIVERSAL RIG SERVICES CORP.


                                   By: /s/ David W. Tucker
                                       -----------------------------------------
                                   Name: David W. Tucker
                                         ---------------------------------------
                                   Title: Vice President
                                          --------------------------------------


                                   PARKER DRILLING COMPANY INTERNATIONAL LIMITED


                                   By: /s/ Bruce J. Korver
                                       -----------------------------------------
                                   Name: Bruce J. Korver
                                         ---------------------------------------
                                   Title: Vice President
                                          --------------------------------------


                                   SAXON SERVICES DEL PERU S.A.


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

  [Agreement for Purchase and Sale of Assets (Peru) [Rig 228] - Signature Page]
<PAGE>

         The following schedules to the Agreement for Purchase and Sale of
Assets (Peru) [Rig 228] dated as of May 6, 2005, by and between Universal Rig
Services Corp. and Parker Drilling Company International Limited and Saxon
Services del Peru S.A. 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 - Rig
         Schedule B - Inventory and Spare Parts
         Schedule C - Office/Communications Equipment
         Schedule D - Motor Vehicles
         Schedule E - Drilling Contracts
         Schedule F - Employees
         Schedule G - Credit Enhancements
         Schedule H - Consents
         Schedule I - Employment Matters