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

THIS SECOND  AMENDMENT TO AMENDED AND RESTATED  CONSULTING  SERVICES  AGREEMENT  (this
"Second  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 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 (the
Original Consulting Services Agreement as amended by the First Amendment is
referred to herein as the Consulting Services Agreement); and

WHEREAS,  the Company and Consultant  desire to further amend the Consulting  Services
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  3 of the  Consulting  Services  Agreement  is  amended to read in its
entirety as follows:

3.RETAINER FEE

| | For the period commencing on the Effective Date and ending on and including December
31, 1999, COMPANY shall pay HUBER a daily retainer fee of $850 per day worked,
payable semi-monthly on or before the 1st and the 15th days of each month.                                                                               
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | For the period commencing on January 1, 2000, and ending on and including December
31, 2000, COMPANY shall pay HUBER a daily retainer fee of $885 per day worked,
payable semi-monthly on or before the 1st and the 15th days of each month.                                                                                 
| | For
the period commencing on January 1, 2001, and ending on and including September
30, 2002, COMPANY shall pay HUBER a daily retainer fee of $925 per day worked,
payable semi-monthly on or before the 1st and the 15th days of each month.                                                                                
| | COMPANY
hereby guarantees HUBER a minimum of 200 days retainer fee during each
year of this Agreement. Should HUBER and the Company mutually agree that Huber
may provide services directly for other parties during a year of this Agreement,
said services will be credited toward COMPANYS guaranteed 200 days per
year.
| | If, by the end of the ninth month of each year of this Agreement, COMPANY has not
paid HUBER for at least 100 days of service during such year, COMPANY shall pay
HUBER the difference between actual days paid and 100 days.                                                                                                
| | If, by the last day of each such year, COMPANY has not paid HUBER for at least 200
days of service during said year, COMPANY shall pay HUBER the difference between
actual days paid and 200 days.                                                                                                                          

2.     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 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 Consulting Services 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 Consultant have executed this Second Amendment to be effective as of
January 1, 2000.

| |  |                                    
| |  | -----------------------------------
| |  | MARINER ENERGY, INC.               
| |  |                                    
| |  | By:                                
| |  | Scott D. JoseyChairman of the Board
| |  |                                    
| |  | "COMPANY"                          
| |  |                                    
| |  |                                    
| |  |                                    
| |  | David S. Huber                     
| |  |                                    
| |  | "EMPLOYEE"