|THIRD AMENDMENT
TO
AMENDED AND RESTATED
CONSULTING SERVICES AGREEMENT
BETWEEN
MARINER ENERGY, INC.
AND
DAVID S. HUBER
|---------------------------------------------------------------------------------------------------------------------

THIS THIRD AMENDMENT TO
AMENDED AND RESTATED CONSULTING SERVICES AGREEMENT (this Third
Amendment) is made and entered into by and between MARINER ENERGY, INC.
(the Company) and DAVID S. HUBER (Consultant).

W  I  T  N  E  S  S  E  T  H  :

WHEREAS, (i) the Company
and Consultant entered into that certain Amended and Restated Consulting
Services Agreement dated effective as of June 27, 1996 (the Original
Consulting Services Agreement), and (ii) the Original Consulting Services
Agreement was amended pursuant to (A) that certain First Amendment to Amended
and Restated Consulting Services Agreement effective as of October 1, 1999 (the
First Amendment), by and between the Company and Consultant, and (B)
that certain Second Amendment to Amended and Restated Consulting Services
Agreement effective as of January 1, 2000 (the Second Amendment), by
and between the Company and Consultant (the Original Consulting Services
Agreement as amended by the First Amendment and the Second Amendment is referred
to herein as the Consulting Services Agreement);

WHEREAS, paragraph 6 of the
Consulting Services Agreement provides for Consultants participation in
incentive compensation in the form of assignments of overriding oil and gas
royalty interests (the ORRI Incentive Compensation Program); and

WHEREAS, the Company and
Consultant desire to amend the Consulting Services Agreement to terminate
Consultants future participation in the ORRI Incentive Compensation
Program on the terms and conditions more fully provided for herein;

NOW, THEREFORE, in
consideration of the premises and the mutual covenants and agreements herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and confirmed, the parties hereto
intending to be legally bound hereby agree as follows:

1.     Notwithstanding  anything contained in the Consulting Services Agreement
to the contrary:

| | (a)      Attached hereto as
Exhibit A (Exhibit A) is a list of the
Prospects and Existing Prospects, as such terms are
defined in paragraph 6 of the Consulting Services Agreement (individually, a
Current Prospect and collectively, the Current
Prospects), with respect to which:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (i)      the Company owns an oil
and gas lease or leases (or portion or portions thereof or an undivided interest
therein) as of March 4, 2002, in all or any portion of such Current Prospect and
Consultant has received (or may receive in the future in accordance with
paragraph 6 of the Consulting Services Agreement) an assignment of an overriding
royalty interest in such lease or leases (or portion or portions thereof or an
undivided interest therein); and/or
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (ii)     the Company does not
own any oil and gas lease (or interest therein) as of March 4, 2002, and
Consultant may receive in the future an assignment of an overriding royalty
interest (in accordance with paragraph 6 of the Consulting Services Agreement)
to the extent provided in Section 1(b) hereof.                                                                                                                                                               

| | (b)     If the Company does not
own any oil and gas lease (or interest therein) in all or any portion of a
Current Prospect on March 4, 2002, Consultant will only be entitled to receive
an assignment of an overriding royalty interest with respect to any oil and gas
lease (or interest therein) in all or any portion of such Current Prospect that
is acquired by the Company after March 4, 2002, and on or before March 4, 2003.
If no such lease (or interest therein) in all or any portion of such Current
Prospect is acquired by the Company after March 4, 2002, and on or before March
4, 2003, Consultant will not be entitled to receive an assignment of any
overriding royalty interest or other interest in or with respect to any oil and
gas lease (or interest therein) in such Current Prospect acquired by the Company
after March 4, 2003.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c)     Each overriding royalty
interest to which Consultant is or may be entitled under this Section 1, and the
Current Prospects, percentages and other information shown on Exhibit A, are
subject in all respects to the applicable terms and conditions of this Third
Amendment and the Consulting Services Agreement, including, but not limited to,
such terms and conditions providing for adjustments to such overriding royalty
interests, Current Prospects and/or percentages.                                                                                                                                                                                                                                                                                                                                                                           
| | (d)     Except as provided in
this Section 1 with respect to the Current Prospects, Consultant shall have no
right under the Consulting Services Agreement or otherwise to receive any
overriding royalty interest or other interest with respect to any oil and/or gas
lease or other oil, gas or other mineral interest acquired or deemed acquired,
or that may hereafter be acquired or deemed acquired, by the Company, and
Consultant hereby releases all claims, if any, which Consultant may have against
the Company with respect to any oil and gas leases or interests therein now
owned or hereafter acquired by the Company, other than with respect to the
Current Prospects as provided in this Section 1.                                                                                                                                            

2.     If (i) Consultant
executes this Third Amendment and delivers it to the Company on or before March
13, 2002, and (ii) during the period from March 13, 2002, through September 30,
2002, Consultant has continually been a consultant to the Company under the
Consulting Services Agreement and complied during such period with all of his
obligations under the Consulting Services Agreement, then the Company will pay
$50,000.00 to Consultant on October 1, 2002.

3.     All references to
this Agreement contained in the Consulting Services Agreement shall
be deemed to be a reference to the Consulting Services Agreement, as amended by
this Third Amendment.

4.     In the event of a
conflict between the Consulting Services Agreement, on the one hand, and this
Third Amendment (including Exhibit A), on the other hand, the provisions of this
Third Amendment (including Exhibit A) shall control, but only to the extent of
such conflict. In the event of a conflict between this Third Amendment, on the
one hand, and Exhibit A, on the other hand, the provisions of this Third
Amendment shall control, but only to the extent of such conflict.

5.     This Third 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.

6.     Except as amended by
this Third Amendment, the Consulting Services Agreement shall remain in full
force and effect.

7.     This Third 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 Consultant have executed this Third Amendment to be effective as of
March 4, 2002.

| |  |                                                   
| |  | --------------------------------------------------
| |  | MARINER ENERGY, INC.                              
| |  |                                                   
| |  | By:                                               
| |  | Allan D. KeelPresident and Chief Executive Officer
| |  |                                                   
| |  | "COMPANY"                                         
| |  |                                                   
| |  |                                                   
| |  |                                                   
| |  | David S. Huber                                    
| |  |                                                   
| |  | "EMPLOYEE"