|SECOND AMENDMENT
TO
EMPLOYMENT AGREEMENT
BETWEEN
MARINER ENERGY, INC.
AND
C. KEN BURGESS
|----------------------------------------------------------------------------------------

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this "Second
Amendment") is made and entered into by and between MARINER ENERGY, INC. (the
"Company") and C. Ken Burgess ("Employee").

W  I  T  N  E  S  S  E  T  H  :

WHEREAS, (i) the Company
and Employee entered into that certain Employment Agreement dated effective as
of October 5, 1998 (the Original Employment Agreement), and (ii) the
Original Employment Agreement was amended pursuant to that certain First
Amendment to Employment Agreement effective as of October 1, 1999 (the
First Amendment), by and between the Company and Employee (the
Original Employment Agreement as amended by the First Amendment is referred to
herein as the Employment Agreement); and

WHEREAS, the Company and Employee desire to further amend the Employment
Agreement as hereinafter provided;

NOW, THEREFORE, in
consideration of the premises and the mutual covenants and agreements herein
contained, the parties hereto agree as follows:

1.     Paragraph 5 of the Employment Agreement is hereby amended to read in its entirety
as follows:

| | 5. |  | Salary.
| | --- |  | -------

| | 5.1 | As compensation for his services rendered to Company hereunder for the period
October 5, 1998  December 31, 1999, Company shall pay to Employee a salary
at the rate of $11,250.00 per month.                                                                                                                                                                                                                                                 
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5.2 | As compensation for his services rendered to Company hereunder on and after
January 1, 2000, Company shall pay to Employee a salary at the rate of
$11,791.66 per month.                                                                                                                                                                                                                                                                       
| | 5.3 | Employees salary may be reviewed at such times as may be determined by
Company, and Company may at its discretion increase this salary. Employees
salary shall be paid in two equal monthly installments, payable on the fifteenth
and last days of each month (or on the first business day of Company thereafter
if any such payment date is not a business day of Company), subject to any and
all necessary withholdings and deductions.

2.      All references to
this Agreement contained in the Employment Agreement shall be deemed
to be a reference to the Employment Agreement, as amended by this Second
Amendment.

3.      This Second Amendment is
made and will be performed under, and shall be governed by and construed in
accordance with, the law of the State of Texas.

4.     Except as amended by this Second Amendment, the Employment Agreement shall
remain in full force and effect.

5.      This Second Amendment
may be executed in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which when executed shall be deemed to be an
original but all of which shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Company and Employee have executed this Second
Amendment to be effective as of January 1, 2000.

|                                             |  |                                                        
|-------------------------------------------- |  | -------------------------------------------------------
|Acknowledged by:                             |  | MARINER ENERGY, INC.                                   
|                                             |  |                                                        
|                                             |  | By:                                                    
|W. Hunt HodgeVice President - Administration |  | Robert E. HendersonPresident andChief Executive Officer
|                                             |  |                                                        
|                                             |  | "COMPANY"                                              
|                                             |  |                                                        
|                                             |  |                                                        
|                                             |  | C. Ken Burgess                                         
|                                             |  |                                                        
|                                             |  | "EMPLOYEE"