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                                                                     EXHIBIT 4.2

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                          REGISTRATION RIGHTS AGREEMENT

                             DATED AS OF MAY 2, 2002

                                  BY AND AMONG

                             PARKER DRILLING COMPANY

                                     AND THE

      SUBSIDIARY GUARANTORS AS DEFINED IN THE INDENTURE REFERRED TO HEREIN

                                       AND

                            JEFFERIES & COMPANY, INC.


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                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (this "Agreement") is made and
entered into as of May 2, 2002 by and among Parker Drilling Company, a Delaware
corporation (the "Company"), and each of the Company's subsidiaries that are
"Subsidiary Guarantors" under the Indenture (as defined below), which are listed
on Annex I hereto (collectively, the "Subsidiary Guarantors"), and Jefferies &
Company, Inc. (the "Dealer Manager") who has agreed pursuant to the Amended and
Restated Engagement Letter (as defined below) to act as dealer manager for the
Company in connection with the Company's offer dated April 1, 2002 to exchange
up to $250,000,000 of 10-1/8% Senior Notes due 2009 for an equal principal
amount of the Company's outstanding 9-3/4% Senior Notes due 2006 (the "Exchange
Offer).

         This Agreement is made pursuant to the Amended and Restated Engagement
Letter, dated April 1, 2002 (the "Amended and Restated Engagement Letter"), by
and between the Company and the Dealer Manager. In order to induce the Dealer
Manager to act as dealer manager for the Company pursuant to the Amended and
Restated Engagement Letter in connection with the Exchange Offer, the Company
has agreed to provide the registration rights set forth in this Agreement. The
execution and delivery of this Agreement is a condition to the obligations of
the Dealer Manager set forth in the Amended and Restated Engagement Letter.

         The parties hereby agree as follows:

                                   DEFINITIONS

         As used in this Agreement, the following capitalized terms shall have
the following meanings:

         Act:  The Securities Act of 1933, as amended.

         Broker-Dealer: Any broker or dealer registered under the Exchange Act.

         Certificated Securities: The registered certificated form of the Global
Notes and the Definitive Notes.

         Closing Date: The date of issuance of the New Notes pursuant to the
Exchange Offer.

         Commission:  The Securities and Exchange Commission.

         Consummate: A Registered Exchange Offer shall be deemed "Consummated"
for purposes of this Agreement upon the occurrence of (i) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the New Notes to be issued in the Registered Exchange Offer, (ii)
the maintenance of such Registration Statement continuously effective and the
keeping of the Registered Exchange Offer open for a period not less than the
minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery
by the Company to the Registrar under the Indenture of New Notes in the same
aggregate principal amount as the aggregate principal amount of Original Notes
and Series A/B Notes that were tendered by Holders thereof pursuant to the
Registered Exchange Offer.

         Damages Payment Date: With respect to the Original Notes, each Interest
Payment Date.

         Dealer Manager:  As defined in the preamble hereto.

         Definitive Notes: One or more fully registered definitive notes, as
provided for in the Indenture, evidencing all or a portion of the Original
Notes.

         Effectiveness Target Date:  As defined in Section 5.

         Exchange Act:  The Securities Exchange Act of 1934, as amended.

         Exchange Offer Registration Statement: The Registration Statement
relating to the Registered Exchange Offer, including the related Prospectus.

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         Exempt Resales: The transactions in which the holders of the Original
Notes propose to sell the Original Notes to certain "qualified institutional
buyers," as such term is defined in Rule 144A under the Act, and to certain
institutional "accredited investors," as such term is defined in Rule 501(a)(1),
(2), (3) and (7) of Regulation D under the Act ("Accredited Institutions").

         Global Note: One or more fully registered global notes, as provided for
in the Indenture, evidencing all or a portion of the Original Notes.

         Global Note Holder: The nominee of the Depository in whose name the
Global Note is registered.

         Holders:  As defined in Section 2(b) hereof.

         Indemnified Holder:  As defined in Section 8(a) hereof.

         Indenture: The Indenture, dated as of May 2, 2002, among the Company,
JPMorgan Chase Bank, as trustee (the "Trustee") and the Subsidiary Guarantors,
pursuant to which the Notes are to be issued, as such Indenture is amended or
supplemented from time to time in accordance with the terms thereof.

         Interest Payment Date:  As defined in the Indenture and the Notes.

         NASD:  National Association of Securities Dealers, Inc.

         New Notes: The Company's 10-1/8% Senior Notes due 2009, Series B, to be
issued pursuant to the Indenture in the Registered Exchange Offer.

         Notes:  The Original Notes and the New Notes.

         Original Notes: The Company's 10-1/8% Senior Notes due 2009, Series A,
issued pursuant to the Indenture and the Exchange Offer.

         Person: An individual, partnership, limited liability company,
corporation, trust or unincorporated organization, or a government or agency or
political subdivision thereof.

         Prospectus: The prospectus included in a Registration Statement, as
amended or supplemented by any prospectus supplement and by all other amendments
thereto, including post-effective amendments, and all material incorporated by
reference or deemed to be incorporated by reference into such Prospectus.

         Record Holder: With respect to any Damages Payment Date relating to the
Notes, each Person who is a Holder of Notes on the record date with respect to
the Interest Payment Date on which such Damages Payment Date shall occur.

         Registered Exchange Offer: The registration by the Company under the
Act of the New Notes pursuant to a Registration Statement pursuant to which the
Company offers the Holders of Transfer Restricted Securities the opportunity to
exchange the Transfer Restricted Securities held by such Holders for New Notes
in an aggregate principal amount equal to the aggregate principal amount of the
Transfer Restricted Securities tendered in such exchange offer by such Holders.

         Registration Default:  As defined in Section 5 hereof.

         Registration Statement: Any registration statement of the Company
relating to (i) an offering of New Notes pursuant to a Registered Exchange Offer
or (ii) the registration for resale of Transfer Restricted Securities pursuant
to the Shelf Registration Statement, which is filed pursuant to the provisions
of this Agreement, in each case, including the Prospectus included therein, all
amendments and supplements thereto (including post-effective amendments) and all
exhibits and material incorporated by reference or deemed to be incorporated by
reference into such registration statement.

         Shelf Filing Deadline:  As defined in Section 4 hereof.

         Shelf Filing Event: As defined in Section 4 hereof.

         Shelf Registration Statement:  As defined in Section 4 hereof.

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         TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb)
as in effect on the date of the Indenture.

         Transfer Restricted Securities: Each Note until the earliest to occur
of (i) the date on which such Note has been exchanged by a person other than a
broker-dealer for a New Note in the Registered Exchange Offer, (ii) following
the exchange by a broker-dealer in the Registered Exchange Offer of an Original
Note for a New Note, the date on which such New Note is sold to a purchaser who
receives from such broker-dealer on or prior to the date of such sale a copy of
the prospectus contained in the Exchange Offer Registration Statement, (iii) the
date on which such Note has been effectively registered under the Act and
disposed of in accordance with the Shelf Registration Statement or (iv) the date
on which such Note is distributed to the public pursuant to Rule 144 under the
Act.

         Underwritten Registration or Underwritten Offering: A registration in
which securities of the Company are sold to an underwriter for reoffering to the
public.

                      SECURITIES SUBJECT TO THIS AGREEMENT

     TRANSFER RESTRICTED SECURITIES. THE SECURITIES ENTITLED TO THE BENEFITS
OF THIS AGREEMENT ARE THE TRANSFER RESTRICTED SECURITIES.

     HOLDERS OF TRANSFER RESTRICTED SECURITIES. A PERSON IS DEEMED TO BE A
HOLDER OF TRANSFER RESTRICTED SECURITIES (EACH, A "HOLDER") WHENEVER SUCH PERSON
OWNS TRANSFER RESTRICTED SECURITIES.

                            REGISTERED EXCHANGE OFFER

     THE COMPANY HEREBY AGREES: (I) TO FILE AN EXCHANGE OFFER REGISTRATION
STATEMENT WITH THE COMMISSION ON OR PRIOR TO 60 DAYS AFTER THE CLOSING DATE,
(II) TO USE ITS REASONABLE BEST EFFORTS TO HAVE THE EXCHANGE OFFER REGISTRATION
STATEMENT DECLARED EFFECTIVE BY THE COMMISSION ON OR PRIOR TO 120 DAYS AFTER THE
CLOSING DATE, (III) UNLESS THE REGISTERED EXCHANGE OFFER WOULD NOT BE PERMITTED
BY APPLICABLE LAW OR COMMISSION POLICY, TO COMMENCE THE REGISTERED EXCHANGE
OFFER AND USE ITS REASONABLE BEST EFFORTS TO ISSUE, ON OR PRIOR TO 45 BUSINESS
DAYS AFTER THE DATE ON WHICH THE EXCHANGE OFFER REGISTRATION STATEMENT WAS
DECLARED EFFECTIVE BY THE COMMISSION, NEW NOTES IN EXCHANGE FOR ALL ORIGINAL
NOTES TENDERED PRIOR THERETO IN THE REGISTERED EXCHANGE OFFER AND (IV) IF
OBLIGATED TO FILE THE SHELF REGISTRATION STATEMENT, TO USE ITS REASONABLE BEST
EFFORTS TO FILE THE SHELF REGISTRATION STATEMENT WITH THE COMMISSION ON OR PRIOR
TO 30 DAYS AFTER SUCH FILING OBLIGATION ARISES (AND IN ANY EVENT WITHIN 90 DAYS
AFTER THE CLOSING DATE) AND TO CAUSE THE SHELF REGISTRATION TO BE DECLARED
EFFECTIVE BY THE COMMISSION ON OR PRIOR TO 90 DAYS AFTER SUCH OBLIGATION ARISES.

     THE COMPANY SHALL CAUSE THE EXCHANGE OFFER REGISTRATION STATEMENT TO BE
EFFECTIVE CONTINUOUSLY AND SHALL KEEP THE REGISTERED EXCHANGE OFFER OPEN FOR A
PERIOD OF NOT LESS THAN THE MINIMUM PERIOD REQUIRED UNDER APPLICABLE FEDERAL AND
STATE SECURITIES LAWS TO CONSUMMATE THE REGISTERED EXCHANGE OFFER; PROVIDED,
HOWEVER, THAT IN NO EVENT SHALL SUCH PERIOD BE LESS THAN 20 BUSINESS DAYS. THE
COMPANY SHALL CAUSE THE REGISTERED EXCHANGE OFFER TO COMPLY WITH ALL APPLICABLE
FEDERAL AND STATE SECURITIES LAWS. NO SECURITIES OTHER THAN THE NOTES AND THE
NEW NOTES SHALL BE INCLUDED IN THE EXCHANGE OFFER REGISTRATION STATEMENT. THE
COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO CAUSE THE REGISTERED EXCHANGE
OFFER TO BE CONSUMMATED ON THE EARLIEST PRACTICABLE DATE AFTER THE EXCHANGE
OFFER REGISTRATION STATEMENT HAS BECOME EFFECTIVE, BUT IN NO EVENT LATER THAN 45
BUSINESS DAYS THEREAFTER.

     THE COMPANY SHALL INDICATE IN A "PLAN OF DISTRIBUTION" SECTION CONTAINED IN
THE PROSPECTUS CONTAINED IN THE EXCHANGE OFFER REGISTRATION STATEMENT THAT ANY
BROKER-DEALER WHO HOLDS ORIGINAL NOTES THAT ARE TRANSFER RESTRICTED SECURITIES
AND THAT WERE ACQUIRED FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING
ACTIVITIES OR OTHER TRADING ACTIVITIES (OTHER THAN TRANSFER RESTRICTED
SECURITIES ACQUIRED DIRECTLY FROM THE COMPANY), MAY EXCHANGE SUCH ORIGINAL NOTES
PURSUANT TO THE REGISTERED EXCHANGE OFFER; HOWEVER, SUCH BROKER-DEALER MAY BE
DEEMED TO BE AN "UNDERWRITER" WITHIN THE MEANING OF THE ACT AND MUST, THEREFORE,
DELIVER A PROSPECTUS MEETING THE REQUIREMENTS OF THE ACT IN

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CONNECTION WITH ANY RESALES OF THE NEW NOTES RECEIVED BY SUCH BROKER-DEALER IN
THE REGISTERED EXCHANGE OFFER, WHICH PROSPECTUS DELIVERY REQUIREMENT MAY BE
SATISFIED BY THE DELIVERY BY SUCH BROKER-DEALER OF THE PROSPECTUS CONTAINED IN
THE EXCHANGE OFFER REGISTRATION STATEMENT. SUCH "PLAN OF DISTRIBUTION" SECTION
SHALL ALSO CONTAIN ALL OTHER INFORMATION WITH RESPECT TO SUCH RESALES BY
BROKER-DEALERS THAT THE COMMISSION MAY REQUIRE IN ORDER TO PERMIT SUCH RESALES
PURSUANT THERETO, BUT SUCH "PLAN OF DISTRIBUTION" SHALL NOT NAME ANY SUCH
BROKER-DEALER OR DISCLOSE THE AMOUNT OF NOTES HELD BY ANY SUCH BROKER-DEALER
EXCEPT TO THE EXTENT REQUIRED BY THE COMMISSION AS A RESULT OF A CHANGE IN
POLICY AFTER THE DATE OF THIS AGREEMENT.

         The Company and the Subsidiary Guarantors shall use their reasonable
best efforts to keep the Exchange Offer Registration Statement continuously
effective, supplemented and amended as required by the provisions of Section
6(c) below to the extent necessary to ensure that it is available for resales of
Notes acquired by Broker-Dealers for their own accounts as a result of
market-making activities or other trading activities, and to ensure that it
conforms with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of nine months from the date on which the Exchange Offer Registration
Statement is declared effective.

         The Company shall provide sufficient copies of the latest version of
such Prospectus to Broker-Dealers promptly upon request at any time during such
nine-month period in order to facilitate such resales.

                               SHELF REGISTRATION

     SHELF REGISTRATION. IF (I) THE COMPANY IS NOT REQUIRED TO FILE AN EXCHANGE
OFFER REGISTRATION STATEMENT OR PERMITTED TO CONSUMMATE THE REGISTERED EXCHANGE
OFFER BECAUSE THE REGISTERED EXCHANGE OFFER IS NOT PERMITTED BY APPLICABLE LAW
OR COMMISSION POLICY (AFTER THE PROCEDURES SET FORTH IN SECTION 6(A) BELOW HAVE
BEEN COMPLIED WITH) OR (II) IF ANY HOLDER OF TRANSFER RESTRICTED SECURITIES
SHALL NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF THE CONSUMMATION OF THE
REGISTERED EXCHANGE OFFER (A) THAT SUCH HOLDER IS PROHIBITED BY APPLICABLE LAW
OR COMMISSION POLICY FROM PARTICIPATING IN THE REGISTERED EXCHANGE OFFER, OR (B)
THAT SUCH HOLDER MAY NOT RESELL THE NEW NOTES ACQUIRED BY IT IN THE REGISTERED
EXCHANGE OFFER TO THE PUBLIC WITHOUT DELIVERING A PROSPECTUS AND THAT THE
PROSPECTUS CONTAINED IN THE EXCHANGE OFFER REGISTRATION STATEMENT IS NOT
APPROPRIATE OR AVAILABLE FOR SUCH RESALES BY SUCH HOLDER, OR (C) THAT SUCH
HOLDER IS A BROKER-DEALER AND HOLDS ORIGINAL NOTES ACQUIRED DIRECTLY FROM THE
COMPANY OR ANY AFFILIATE OF THE COMPANY (EACH SUCH EVENT REFERRED TO IN CLAUSES
(I) AND (II) ABOVE, A "SHELF FILING EVENT"), THEN THE COMPANY AND EACH OF THE
SUBSIDIARY GUARANTORS SHALL:

                  (x) cause to be filed a shelf registration statement pursuant
         to Rule 415 under the Act, which may be an amendment to the Exchange
         Offer Registration Statement (in either event, the "Shelf Registration
         Statement") on or prior to the later to occur of (1) the 30th day after
         the occurrence of a Shelf Filing Event, and (2) the 90th day after the
         Closing Date (such earliest date being the "Shelf Filing Deadline"),
         which Shelf Registration Statement shall provide for resales of all
         Transfer Restricted Securities the Holders of which shall have provided
         the information required pursuant to Section 4(b) hereof; and

                  (y) use their reasonable best efforts to cause such Shelf
         Registration Statement to be declared effective by the Commission on or
         before the 90th day after the Shelf Filing Event.

         The Company and each of the Subsidiary Guarantors shall use its
reasonable best efforts to keep such Shelf Registration Statement continuously
effective, supplemented and amended as required by the provisions of Sections
6(b) and (c) hereof to the extent necessary to ensure that such Shelf
Registration Statement is available for resales of Notes by the Holders of
Transfer Restricted Securities entitled to the benefit of this Section 4(a), and
to ensure that such Shelf Registration Statement conforms with the requirements
of this Agreement, the Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period of (A) two years
following the Closing Date or (B) if sooner, the date immediately following the
date that all Transfer Restricted Securities covered by the Shelf Registration
Statement have been sold pursuant thereto.

     PROVISION BY HOLDERS OF CERTAIN INFORMATION IN CONNECTION WITH THE SHELF
REGISTRATION STATEMENT. NO HOLDER OF TRANSFER RESTRICTED SECURITIES MAY INCLUDE
ANY OF ITS TRANSFER RESTRICTED SECURITIES IN ANY SHELF REGISTRATION STATEMENT
PURSUANT TO THIS AGREEMENT

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UNLESS AND UNTIL SUCH HOLDER FURNISHES TO THE COMPANY IN WRITING, WITHIN 20
BUSINESS DAYS AFTER RECEIPT OF A REQUEST THEREFOR, SUCH INFORMATION AS THE
COMPANY MAY REASONABLY REQUEST FOR USE IN CONNECTION WITH ANY SHELF REGISTRATION
STATEMENT OR PROSPECTUS OR PRELIMINARY PROSPECTUS INCLUDED THEREIN. NO HOLDER OF
TRANSFER RESTRICTED SECURITIES SHALL BE ENTITLED TO LIQUIDATED DAMAGES PURSUANT
TO SECTION 5 HEREOF UNLESS AND UNTIL SUCH HOLDER SHALL HAVE PROVIDED ALL SUCH
REASONABLY REQUESTED INFORMATION. EACH HOLDER AS TO WHICH ANY SHELF REGISTRATION
STATEMENT IS BEING EFFECTED AGREES TO FURNISH PROMPTLY TO THE COMPANY ALL
INFORMATION REQUIRED TO BE DISCLOSED IN ORDER TO MAKE THE INFORMATION PREVIOUSLY
FURNISHED TO THE COMPANY BY SUCH HOLDER NOT MATERIALLY MISLEADING.

                               LIQUIDATED DAMAGES

     IF (I) THE COMPANY FAILS TO FILE ANY OF THE REGISTRATION STATEMENTS
REQUIRED BY THIS AGREEMENT ON OR BEFORE THE DATE SPECIFIED FOR SUCH FILING, (II)
ANY OF SUCH REGISTRATION STATEMENTS IS NOT DECLARED EFFECTIVE BY THE COMMISSION
ON OR PRIOR TO THE DATE SPECIFIED FOR SUCH EFFECTIVENESS (THE "EFFECTIVENESS
TARGET DATE"), (III) THE COMPANY FAILS TO CONSUMMATE THE REGISTERED EXCHANGE
OFFER WITHIN 45 BUSINESS DAYS OF THE EFFECTIVENESS TARGET DATE WITH RESPECT TO
THE EXCHANGE OFFER REGISTRATION STATEMENT, OR (IV) THE SHELF REGISTRATION
STATEMENT OR THE EXCHANGE OFFER REGISTRATION STATEMENT IS DECLARED EFFECTIVE BUT
THEREAFTER CEASES TO BE EFFECTIVE OR USABLE IN CONNECTION WITH THE REGISTERED
EXCHANGE OFFER OR RESALES OF TRANSFER RESTRICTED SECURITIES, AS THE CASE MAY BE,
DURING THE PERIODS SPECIFIED IN THIS AGREEMENT (EACH SUCH EVENT REFERRED TO IN
CLAUSES (I) THROUGH (IV) ABOVE, A "REGISTRATION DEFAULT"), THEN THE INTEREST
RATE ON THE TRANSFER RESTRICTED SECURITIES, WITH RESPECT TO THE FIRST 90-DAY
PERIOD IMMEDIATELY FOLLOWING THE OCCURRENCE OF SUCH REGISTRATION DEFAULT SHALL
INCREASE ("LIQUIDATED DAMAGES") BY 0.50% PER ANNUM AND WILL INCREASE BY AN
ADDITIONAL 0.50% PER ANNUM WITH RESPECT TO EACH SUBSEQUENT 90-DAY PERIOD UNTIL
ALL REGISTRATION DEFAULTS HAVE BEEN CURED, UP TO A MAXIMUM AMOUNT OF LIQUIDATED
DAMAGES OF 2% PER ANNUM WITH RESPECT TO ALL REGISTRATION DEFAULTS. ALL ACCRUED
LIQUIDATED DAMAGES SHALL BE PAID BY THE COMPANY ON EACH DAMAGES PAYMENT DATE TO
THE GLOBAL NOTE HOLDER BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS AND TO
HOLDERS OF CERTIFICATED SECURITIES BY WIRE TRANSFER TO THE ACCOUNTS SPECIFIED BY
THEM OR BY MAILING CHECKS TO THEIR REGISTERED ADDRESSES IF NO SUCH ACCOUNTS HAVE
BEEN SPECIFIED. FOLLOWING THE CURE OF ALL REGISTRATION DEFAULTS, THE ACCRUAL OF
LIQUIDATED DAMAGES SHALL CEASE.

     ALL OBLIGATIONS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS SET FORTH IN
SECTION 5(A) ABOVE THAT ARE OUTSTANDING WITH RESPECT TO ANY TRANSFER RESTRICTED
SECURITY AT THE TIME SUCH SECURITY CEASES TO BE A TRANSFER RESTRICTED SECURITY
SHALL SURVIVE UNTIL SUCH TIME AS ALL SUCH OBLIGATIONS WITH RESPECT TO SUCH
TRANSFER RESTRICTED SECURITY SHALL HAVE BEEN SATISFIED IN FULL.

                             REGISTRATION PROCEDURES

     EXCHANGE OFFER REGISTRATION STATEMENT. IN CONNECTION WITH THE REGISTERED
EXCHANGE OFFER, THE COMPANY AND EACH OF THE SUBSIDIARY GUARANTORS SHALL COMPLY
WITH ALL OF THE PROVISIONS OF SECTION 6(C) BELOW, SHALL USE ITS REASONABLE BEST
EFFORTS TO EFFECT SUCH EXCHANGE TO PERMIT THE SALE OF TRANSFER RESTRICTED
SECURITIES BEING SOLD IN ACCORDANCE WITH THE INTENDED METHOD OR METHODS OF
DISTRIBUTION THEREOF, AND SHALL COMPLY WITH ALL OF THE FOLLOWING PROVISIONS:

     If in the reasonable opinion of counsel to the Company there is a question
as to whether the Registered Exchange Offer is permitted by applicable law, the
Company and the Subsidiary Guarantors hereby agree to seek a no-action letter or
other favorable decision from the Commission allowing the Company and the
Subsidiary Guarantors to Consummate a Registered Exchange Offer for the Original
Notes. The Company and the Subsidiary Guarantors each hereby agrees to pursue
the issuance of such a decision to the Commission staff level but shall not be
required to take commercially unreasonable action to effect a change of
Commission policy. The Company and the Subsidiary Guarantors each hereby agrees,
however, to (A) participate in telephonic conferences with the Commission, (B)
deliver to the Commission staff an analysis prepared by counsel to the Company
setting forth the legal bases, if any, upon which such counsel has concluded
that such a Registered Exchange

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Offer should be permitted and (C) diligently pursue a resolution (which need not
be favorable) by the Commission staff of such submission.

                  As a condition to its participation in the Registered Exchange
Offer pursuant to the terms of this Agreement, each Holder of Transfer
Restricted Securities shall furnish, upon the request of the Company, prior to
the Consummation thereof, a written representation to the Company (which may be
contained in the letter of transmittal contemplated by the Exchange Offer
Registration Statement) to the effect that (A) it is not an affiliate of the
Company, (B) it is not engaged in, and does not intend to engage in, and has no
arrangement or understanding with any person to participate in, a distribution
of the New Notes to be issued in the Registered Exchange Offer and (C) it is
acquiring the New Notes in its ordinary course of business. In addition, all
such Holders of Transfer Restricted Securities shall otherwise cooperate in the
Company's preparations for the Registered Exchange Offer. Each Holder of
Transfer Restricted Securities shall furnish prior to the Consummation of the
Registered Exchange Offer with such Holder, a written representation to the
Company (which may be contained in the letter of transmittal contemplated by the
Exchange Offer Registration Statement) to the effect that such Holder
acknowledges and agrees that any Broker-Dealer and any such Holder using the
Registered Exchange Offer to participate in a distribution of the securities to
be acquired in the Registered Exchange Offer (1) could not under Commission
policy as in effect on the date of this Agreement rely on the position of the
Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991)
and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted
in the Commission's letter to Shearman & Sterling dated July 2, 1993, and
similar no-action letters (including any no-action letter obtained pursuant to
clause (i) above), and (2) must comply with the registration and prospectus
delivery requirements of the Act in connection with a secondary resale
transaction and that such a secondary resale transaction should be covered by an
effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K if the
resales are of New Notes obtained by such Holder in exchange for Original Notes
acquired by such Holder directly from the Company.

                  Prior to effectiveness of the Exchange Offer Registration
Statement, the Company and the Subsidiary Guarantors shall provide a
supplemental letter to the Commission (A) stating that the Company and the
Subsidiary Guarantors are registering the Registered Exchange Offer in reliance
on the position of the Commission enunciated in Exxon Capital Holdings
Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available
June 5, 1991) and, if applicable, any no-action letter obtained pursuant to
clause (i) above and (B) including a representation that neither the Company nor
any of the Subsidiary Guarantors has entered into any arrangement or
understanding with any Person to distribute the New Notes to be received in the
Registered Exchange Offer and that, to the best of the Company's information and
belief, each Holder participating in the Exchange Offer is acquiring the New
Notes in its ordinary course of business and has no arrangement or understanding
with any Person to participate in the distribution of the New Notes received in
the Exchange Offer.

     SHELF REGISTRATION STATEMENT. IN CONNECTION WITH THE SHELF REGISTRATION
STATEMENT, EACH OF THE COMPANY AND THE SUBSIDIARY GUARANTORS SHALL COMPLY WITH
ALL THE PROVISIONS OF SECTION 6(C) BELOW AND SHALL USE ITS REASONABLE BEST
EFFORTS TO EFFECT SUCH REGISTRATION TO PERMIT THE SALE OF THE TRANSFER
RESTRICTED SECURITIES BEING SOLD IN ACCORDANCE WITH THE INTENDED METHOD OR
METHODS OF DISTRIBUTION THEREOF, AND PURSUANT THERETO THE COMPANY SHALL AS
EXPEDITIOUSLY AS POSSIBLE PREPARE AND FILE WITH THE COMMISSION A REGISTRATION
STATEMENT RELATING TO THE REGISTRATION ON ANY APPROPRIATE FORM UNDER THE ACT,
WHICH FORM SHALL BE AVAILABLE FOR THE SALE OF THE TRANSFER RESTRICTED SECURITIES
IN ACCORDANCE WITH THE INTENDED METHOD OR METHODS OF DISTRIBUTION THEREOF.

     GENERAL PROVISIONS. IN CONNECTION WITH ANY REGISTRATION STATEMENT AND ANY
PROSPECTUS REQUIRED BY THIS AGREEMENT TO PERMIT THE SALE OR RESALE OF TRANSFER
RESTRICTED SECURITIES (INCLUDING, WITHOUT LIMITATION, ANY REGISTRATION STATEMENT
AND THE RELATED PROSPECTUS REQUIRED TO PERMIT RESALES OF NOTES BY
BROKER-DEALERS), THE COMPANY SHALL:

         use its reasonable best efforts to keep such Registration Statement
continuously effective and provide all requisite financial statements
(including, if required by the Act or any regulation thereunder, financial
statements of the Subsidiary Guarantors) for the period specified in Section 3
or 4 of this Agreement, as applicable; upon the occurrence of any event that
would cause any such Registration Statement or the Prospectus contained therein
(A) to contain a material misstatement or omission or (B) not to be effective
and usable for resale of Transfer Restricted Securities during the period
required by this Agreement, the Company shall file promptly an appropriate
amendment to such Registration Statement, in the case of clause (A), correcting
any such misstatement or omission, and, in the case of either clause (A) or (B),
use its reasonable best efforts to cause such amendment to be declared effective
and such Registration Statement and the related Prospectus to become usable for
their intended purpose(s) as soon as practicable thereafter;

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                  prepare and file with the Commission such amendments and
post-effective amendments to the Registration Statement as may be necessary to
keep the Registration Statement effective for the applicable period set forth in
Section 3 or 4 hereof, as applicable, or such shorter period as will terminate
when all Transfer Restricted Securities covered by such Registration Statement
have been sold; cause the Prospectus to be supplemented by any required
Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
under the Act, and to comply fully with the applicable provisions of Rules 424
and 430A under the Act in a timely manner; and comply with the provisions of the
Act with respect to the disposition of all securities covered by such
Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the sellers thereof set forth in
such Registration Statement or supplement to the Prospectus;

                  advise the underwriter(s), if any, and selling Holders
promptly and, if requested by such Persons, to confirm such advice in writing,
(A) when the Prospectus or any Prospectus supplement or post-effective amendment
has been filed, and, with respect to any Registration Statement or any
post-effective amendment thereto, when the same has become effective, (B) of any
request by the Commission for amendments to the Registration Statement or
amendments or supplements to the Prospectus or for additional information
relating thereto, (C) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement under the Act or of
the suspension by any state securities commission of the qualification of the
Transfer Restricted Securities for offering or sale in any jurisdiction, or the
initiation of any proceeding for any of the preceding purposes, (D) of the
existence of any fact or the happening of any event that makes any statement of
a material fact made in the Registration Statement, the Prospectus, any
amendment or supplement thereto, or any document incorporated by reference
therein untrue, or that requires the making of any additions to or changes in
the Registration Statement or the Prospectus in order to make the statements
therein not misleading. If at any time the Commission shall issue any stop order
suspending the effectiveness of the Registration Statement, or any state
securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the Transfer
Restricted Securities under state securities or Blue Sky laws, the Company and
the Subsidiary Guarantors shall use their reasonable best efforts to obtain the
withdrawal or lifting of such order at the earliest possible time;

                  furnish to each of the selling Holders and each of the
underwriter(s), if any, before filing with the Commission, copies of any
Registration Statement or any Prospectus included therein or any amendments or
supplements to any such Registration Statement or Prospectus (including all
documents incorporated by reference after the initial filing of such
Registration Statement), which documents will be subject to the review of such
Holders and underwriter(s), if any, for a period of at least five business days,
and the Company will not file any such Registration Statement or Prospectus or
any amendment or supplement to any such Registration Statement or Prospectus
(including all such documents incorporated by reference) to which a selling
Holder of Transfer Restricted Securities covered by such Registration Statement
or the underwriter(s), if any, shall reasonably object within five business days
after the receipt thereof. A selling Holder or underwriter, if any, shall be
deemed to have reasonably objected to such filing if such Registration
Statement, amendment, Prospectus or supplement, as applicable, as proposed to be
filed, contains a material misstatement or omission;

                  promptly prior to the filing of any document that is to be
incorporated by reference into a Registration Statement or Prospectus, provide
copies of such document to the selling Holders and to the underwriter(s), if
any, make the Company's representatives available (and representatives of the
Subsidiary Guarantors) for discussion of such document and other customary due
diligence matters, and include such information in such document prior to the
filing thereof as such selling Holders or underwriter(s), if any, reasonably may
request;

                  make available at reasonable times for inspection by the
selling Holders, any underwriter participating in any disposition pursuant to
such Registration Statement, and any attorney or accountant retained by such
selling Holders or any of the underwriter(s), all financial and other records,
pertinent corporate documents and properties of the Company and the Subsidiary
Guarantors and cause the Company's and the Subsidiary Guarantors' officers,
directors and employees to supply all information reasonably requested by any
such Holder, underwriter, attorney or accountant in connection with such
Registration Statement subsequent to the filing thereof and prior to its
effectiveness;

                  if requested by any selling Holders or the underwriter(s), if
any, promptly incorporate in any Registration Statement or Prospectus, pursuant
to a supplement or post-effective amendment if necessary, such information as
such selling Holders and underwriter(s), if any, may reasonably request to have
included therein, including, without limitation, information relating to the
"Plan of Distribution" of the Transfer Restricted Securities, information with
respect to the principal amount of Transfer Restricted Securities being sold to
such underwriter(s), the purchase price being paid therefor and any other terms
of the offering of the Transfer Restricted Securities to be sold in such
offering; and make all required filings of such Prospectus supplement or
post-effective amendment as soon as practicable after the Company is notified of
the matters to be incorporated in such Prospectus supplement or post-effective
amendment;

                                       7

<PAGE>

                  furnish to each selling Holder and each of the underwriter(s),
if any, without charge, at least one copy of the Registration Statement, as
first filed with the Commission, and of each amendment thereto, including all
documents incorporated by reference therein and all exhibits (including exhibits
incorporated therein by reference);

                  deliver to each selling Holder and each of the underwriter(s),
if any, without charge, as many copies of the Prospectus (including each
preliminary prospectus) and any amendment or supplement thereto as such Persons
reasonably may request; the Company and the Subsidiary Guarantors hereby consent
to the use of the Prospectus and any amendment or supplement thereto by each of
the selling Holders and each of the underwriter(s), if any, in connection with
the offering and the sale of the Transfer Restricted Securities covered by the
Prospectus or any amendment or supplement thereto;

                  enter into, and cause the Subsidiary Guarantors to enter into,
such agreements (including an underwriting agreement), and make, and cause the
Subsidiary Guarantors to make, such representations and warranties, and take all
such other actions in connection therewith in order to expedite or facilitate
the disposition of the Transfer Restricted Securities pursuant to any
Registration Statement contemplated by this Agreement, all to such extent as may
be requested by any purchaser or by any Holder of Transfer Restricted Securities
or underwriter in connection with any sale or resale pursuant to any
Registration Statement contemplated by this Agreement; and whether or not an
underwriting agreement is entered into and whether or not the registration is an
Underwritten Registration, the Company and the Subsidiary Guarantors shall:

                           furnish to the Dealer Manager, each selling Holder
                  and each underwriter, if any, in such substance and scope as
                  they may request and as are customarily made by issuers to
                  underwriters in primary underwritten offerings, upon the date
                  of the Consummation of the Registered Exchange Offer and, if
                  applicable, the effectiveness of the Shelf Registration
                  Statement:

                                    a certificate, dated the date of
                           Consummation of the Exchange Offer or the date of
                           effectiveness of the Shelf Registration Statement, as
                           the case may be, signed by (y) the President or any
                           Vice President and (z) a principal financial or
                           accounting officer of each of the Company and the
                           Subsidiary Guarantors, confirming, as of the date
                           thereof, with respect to the Registered Exchange
                           Offer or the offers pursuant to the Shelf
                           Registration Statement, as the case may be, the
                           matters set forth in paragraphs (b) through (k) of
                           Section 6 of the Amended and Restated Engagement
                           Letter and such other matters as such parties may
                           reasonably request;

                                    an opinion, dated the date of
                           Consummation of the Registered Exchange Offer or the
                           date of effectiveness of the Shelf Registration
                           Statement, as the case may be, of counsel for the
                           Company and the Subsidiary Guarantors, covering with
                           respect to the Registered Exchange Offer or the
                           offers pursuant to the Shelf Registration Statement,
                           as the case may be, the matters set forth in Exhibit
                           A to the Amended and Restated Engagement Letter and
                           such other matters as such parties may reasonably
                           request, and in any event including a statement to
                           the effect that such counsel has participated in
                           conferences with officers and other representatives
                           of the Company, representatives of the independent
                           public accountants for the Company, the
                           representatives of the underwriters and the dealer
                           manager, if any, and their counsel in connection with
                           the preparation of such Registration Statement and
                           the related Prospectus and have considered the
                           matters required to be stated therein and the
                           statements contained therein, although such counsel
                           has not independently verified the accuracy,
                           completeness or fairness of such statements; and that
                           such counsel advises that, on the basis of the
                           foregoing (relying as to materiality to a large
                           extent upon facts provided to such counsel by
                           officers and other representatives of the Company and
                           without independent check or verification), no facts
                           came to such counsel's attention that caused such
                           counsel to believe that the applicable Registration
                           Statement, at the time such Registration Statement or
                           any post- effective amendment thereto became
                           effective, and, in the case of the Exchange Offer
                           Registration Statement, as of the date of
                           Consummation, contained an untrue statement of a
                           material fact or omitted to state a material fact
                           required to be stated therein or necessary to make
                           the statements therein not misleading, or that the
                           Prospectus contained in such Registration Statement
                           as of its date and, in the case of the opinion dated
                           the date of Consummation of the Registered Exchange
                           Offer, as of the date of Consummation, contained an
                           untrue statement of a material fact or omitted to
                           state a material fact necessary in order to make the
                           statements therein, in light of the circumstances
                           under which they were made, not misleading. Without
                           limiting the foregoing, such counsel may state
                           further that such counsel assumes no responsibility
                           for, and has not independently

                                       8

<PAGE>

                           verified, the accuracy, completeness or fairness of
                           the financial statements, notes and schedules and
                           other financial data included in any Registration
                           Statement contemplated by this Agreement or the
                           related Prospectus; and

                                            with respect to the effectiveness of
                           the Shelf Registration Statement only, a customary
                           comfort letter, dated as of the date of effectiveness
                           of the Shelf Registration Statement, from the
                           Company's independent accountants, in the customary
                           form and covering matters of the type customarily
                           covered in comfort letters to underwriters in
                           connection with primary underwritten offerings, and
                           affirming the matters set forth in the comfort letter
                           delivered in connection with the Exchange Offer,
                           without exception;

                                    set forth in full or incorporate by
                  reference in the underwriting agreement, if any, the
                  indemnification provisions and procedures of Section 8 hereof
                  with respect to all parties to be indemnified pursuant to
                  said Section; and

                                    deliver such other documents and
                  certificates as may be reasonably requested by such parties to
                  evidence compliance with clause (A) above and with any
                  customary conditions contained in the underwriting agreement
                  or other agreement entered into by the Company pursuant to
                  this clause (x), if any.

         If at any time the representations and warranties of the Company and
         the Subsidiary Guarantors contemplated in clause (A)(1) above cease to
         be true and correct, the Company or the Subsidiary Guarantors shall so
         advise the Dealer Manager and the underwriter(s), if any, and each
         selling Holder promptly and, if requested by such Persons, shall
         confirm such advice in writing;

                  prior to any public offering of Transfer Restricted
Securities, cooperate with, and cause the Subsidiary Guarantors to cooperate
with, the selling Holders, the underwriter(s), if any, and their respective
counsel in connection with the registration and qualification of the Transfer
Restricted Securities under the securities or Blue Sky laws of such
jurisdictions as the selling Holders or underwriter(s) may request and do any
and all other acts or things necessary or advisable to enable the disposition in
such jurisdictions of the Transfer Restricted Securities covered by the Shelf
Registration Statement; provided, however, that neither the Company nor the
Subsidiary Guarantors shall be required to register or qualify as a foreign
corporation where it is not now so qualified or to take any action that would
subject it to the service of process in suits or to taxation, other than as to
matters and transactions relating to the Registration Statement, in any
jurisdiction where it is not now so subject;

                  shall issue, upon the request of any Holder of Original Notes
covered by the Shelf Registration Statement, New Notes, having an aggregate
principal amount equal to the aggregate principal amount of Original Notes
surrendered to the Company by such Holder in exchange therefor or being sold by
such Holder; such New Notes to be registered in the name of such Holder or in
the name of the purchaser(s) of such Notes, as the case may be; in return, the
Original Notes held by such Holder shall be surrendered to the Company for
cancellation;

                  cooperate with, and cause the Subsidiary Guarantors to
cooperate with, the selling Holders and the underwriter(s), if any, to
facilitate the timely preparation and delivery of certificates representing
Transfer Restricted Securities to be sold and not bearing any restrictive
legends;

                  use its reasonable best efforts to cause the Transfer
Restricted Securities covered by the Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be
necessary to enable the seller or sellers thereof or the underwriter(s), if any,
to consummate the disposition of such Transfer Restricted Securities, subject to
the proviso contained in clause (xii) above;

                  if any fact or event contemplated by clause (c)(iii)(D) above
shall exist or have occurred, prepare a supplement or post-effective amendment
to the Registration Statement or related Prospectus or any document incorporated
therein by reference or deemed to be incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers
of Transfer Restricted Securities, the Prospectus will not contain an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein not misleading;

                  provide a CUSIP number for all New Notes not later than the
effective date of the Registration Statement and provide the Trustee under the
Indenture with certificates for the New Notes that are in a form eligible for
deposit with The Depository Trust Company;

                                       9

<PAGE>

                  cooperate and assist in any filings required to be made with
the NASD and in the performance of any due diligence investigation by any
underwriter (including any "qualified independent underwriter") that is required
to be retained in accordance with the rules and regulations of the NASD, and use
its reasonable best efforts to cause such Registration Statement to become
effective and approved by such governmental agencies or authorities as may be
necessary to enable the Holders selling Transfer Restricted Securities to
consummate the disposition of such Transfer Restricted Securities;

                  otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the Commission, and make generally available
to its security holders, as soon as practicable, a consolidated earnings
statement meeting the requirements of Rule 158 (which need not be audited) for
the twelve-month period (A) commencing at the end of any fiscal quarter in which
Transfer Restricted Securities are sold to underwriters in a firm or best
efforts Underwritten Offering or (B) if not sold to underwriters in such an
offering, beginning with the first month of the Company's first fiscal quarter
commencing after the effective date of the Registration Statement;

                  cause the Indenture to be qualified under the TIA not later
than the effective date of the first Registration Statement required by this
Agreement, and, in connection therewith, cooperate, and cause the Subsidiary
Guarantors to cooperate, with the Trustee and the Holders of Notes to effect
such changes to the Indenture as may be required for such Indenture to be so
qualified in accordance with the terms of the TIA; and execute, and cause the
Subsidiary Guarantors to execute, and use its reasonable best efforts to cause
the Trustee to execute, all documents that may be required to effect such
changes and all other forms and documents required to be filed with the
Commission to enable such Indenture to be so qualified in a timely manner;

                  cause all Transfer Restricted Securities covered by the
Registration Statement to be listed on each securities exchange on which similar
securities issued by the Company are then listed if requested by the Holders of
a majority in aggregate principal amount of Original Notes or the managing
underwriter(s), if any; and

                  provide promptly to each Holder upon request each document
filed with the Commission pursuant to the requirements of Section 13 and Section
15 of the Exchange Act.

         Each Holder of a Transfer Restricted Security shall furnish, prior to
the Consummation of the Registered Exchange Offer with such Holder or prior to
the effectiveness of the Shelf Registration Statement, as the case may be, a
written agreement with the Company (which may be contained in the letter of
transmittal contemplated by the Exchange Offer Registration Statement) that (y)
upon receipt of any notice from the Company of the existence of any fact of the
kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the
applicable Registration Statement until such Holder's receipt of the copies of
the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof,
or until it is advised in writing (the "Advice") by the Company that the use of
the Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus, and
(z) if so directed by the Company, each Holder will deliver to the Company (at
the Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such notice. In the event
the Company shall give any such notice, the time period regarding the
effectiveness of such Registration Statement set forth in Section 3 or 4 hereof,
as applicable, shall be extended by the number of days during the period from
and including the date of the giving of such notice pursuant to Section
6(c)(iii)(D) hereof to and including the date when each selling Holder covered
by such Registration Statement shall have received the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof or
shall have received the Advice.

                              REGISTRATION EXPENSES

     ALL EXPENSES INCIDENT TO THE COMPANY'S OR THE SUBSIDIARY GUARANTORS'
PERFORMANCE OF OR COMPLIANCE WITH THIS AGREEMENT WILL BE BORNE BY THE COMPANY OR
THE SUBSIDIARY GUARANTORS, REGARDLESS OF WHETHER A REGISTRATION STATEMENT
BECOMES EFFECTIVE, INCLUDING WITHOUT LIMITATION: (I) ALL REGISTRATION AND FILING
FEES AND EXPENSES (INCLUDING FILINGS MADE BY THE INITIAL PURCHASER OR HOLDER
WITH THE NASD (AND, IF APPLICABLE, THE FEES AND EXPENSES OF ANY "QUALIFIED
INDEPENDENT UNDERWRITER" AND ITS COUNSEL THAT MAY BE REQUIRED BY THE RULES AND
REGULATIONS OF THE NASD)); (II) ALL FEES AND EXPENSES OF COMPLIANCE WITH FEDERAL
SECURITIES AND STATE BLUE SKY OR SECURITIES LAWS; (III) ALL EXPENSES OF PRINTING
(INCLUDING PRINTING CERTIFICATES FOR THE NEW NOTES TO BE ISSUED IN THE
REGISTERED EXCHANGE OFFER AND PRINTING OF PROSPECTUSES), MESSENGER AND DELIVERY
SERVICES AND TELEPHONE; (IV) ALL FEES AND DISBURSEMENTS OF COUNSEL FOR THE
COMPANY, THE SUBSIDIARY GUARANTORS AND, SUBJECT TO SECTION 7(B) BELOW, THE
HOLDERS OF TRANSFER RESTRICTED SECURITIES; (V) ALL APPLICATION AND

                                       10


<PAGE>

FILING FEES IN CONNECTION WITH LISTING NOTES ON A NATIONAL SECURITIES EXCHANGE
OR AUTOMATED QUOTATION SYSTEM PURSUANT TO THE REQUIREMENTS HEREOF; AND (VI) ALL
FEES AND DISBURSEMENTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE
COMPANY AND THE SUBSIDIARY GUARANTORS (INCLUDING THE EXPENSES OF ANY SPECIAL
AUDIT AND COMFORT LETTERS REQUIRED BY OR INCIDENT TO SUCH PERFORMANCE).

         The Company shall, in any event, bear its and the Subsidiary
Guarantor's internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties),
the expenses of any annual audit and the fees and expenses of any Person,
including special experts, retained by the Company.

     IN CONNECTION WITH ANY REGISTRATION STATEMENT REQUIRED BY THIS AGREEMENT
(INCLUDING, WITHOUT LIMITATION, THE EXCHANGE OFFER REGISTRATION STATEMENT AND
THE SHELF REGISTRATION STATEMENT), THE COMPANY SHALL REIMBURSE THE DEALER
MANAGER AND THE HOLDERS OF TRANSFER RESTRICTED SECURITIES BEING TENDERED IN THE
REGISTERED EXCHANGE OFFER AND/OR RESOLD PURSUANT TO THE "PLAN OF DISTRIBUTION"
CONTAINED IN THE EXCHANGE OFFER REGISTRATION STATEMENT OR REGISTERED PURSUANT TO
THE SHELF REGISTRATION STATEMENT, AS APPLICABLE, FOR THE REASONABLE FEES AND
DISBURSEMENTS OF NOT MORE THAN ONE COUNSEL, WHO SHALL BE SUCH COUNSEL AS MAY BE
CHOSEN BY THE HOLDERS OF A MAJORITY IN PRINCIPAL AMOUNT OF THE TRANSFER
RESTRICTED SECURITIES FOR WHOSE BENEFIT SUCH REGISTRATION STATEMENT IS BEING
PREPARED.

                                 INDEMNIFICATION

     THE COMPANY AND EACH SUBSIDIARY GUARANTOR, JOINTLY AND SEVERALLY, AGREE:
(I) TO INDEMNIFY AND HOLD HARMLESS THE DEALER MANAGER AND EACH UNDERWRITER OR
DEALER MANAGER, IF ANY, INVOLVED IN THE OFFERS BEING MADE PURSUANT TO THE
REGISTRATION STATEMENT (COLLECTIVELY, THE "INDEMNIFIED PERSONS") AND EACH
PERSON, IF ANY, WHO CONTROLS (WITHIN THE MEANING OF SECTION 15 OF THE ACT OR
SECTION 20 OF THE EXCHANGE ACT) ANY OF THE INDEMNIFIED PERSONS (ANY OF SUCH
PERSONS BEING HEREINAFTER REFERRED TO AS A "CONTROLLING PERSON") AND THE
RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, REPRESENTATIVES AND AGENTS
OF THE INDEMNIFIED PERSONS OR ANY CONTROLLING PERSON (ANY PERSON REFERRED TO
ABOVE BEING SOMETIMES HEREAFTER REFERRED TO AS AN "INDEMNIFIED PARTY"), TO THE
FULLEST EXTENT LAWFUL, FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES,
LIABILITIES, ACTIONS AND JUDGMENTS DIRECTLY OR INDIRECTLY CAUSED BY, RELATED TO,
BASED UPON, ARISING OUT OF OR IN CONNECTION WITH ANY UNTRUE STATEMENT OR ALLEGED
UNTRUE STATEMENT OF A MATERIAL FACT CONTAINED IN ANY REGISTRATION STATEMENT OR
PROSPECTUS (AND ANY AMENDMENT OR SUPPLEMENT THERETO) OR ANY OMISSION OR ALLEGED
OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING; PROVIDED, HOWEVER, THAT NEITHER THE
COMPANY NOR ANY SUBSIDIARY GUARANTOR WILL BE LIABLE IN ANY SUCH CASE TO THE
EXTENT, BUT ONLY TO THE EXTENT, THAT ANY SUCH LOSS, CLAIM, DAMAGE, LIABILITY,
ACTION OR JUDGMENT IS BASED UPON AN UNTRUE STATEMENT OR OMISSION OR ALLEGED
UNTRUE STATEMENT OR OMISSION MADE IN ANY REGISTRATION STATEMENT OR PROSPECTUS
(OR ANY AMENDMENT OR SUPPLEMENT THERETO), IN RELIANCE UPON AND IN CONFORMITY
WITH WRITTEN INFORMATION FURNISHED TO THE COMPANY OR THE SUBSIDIARY GUARANTORS
BY OR ON BEHALF OF THE HOLDERS OR ANY OF THE INDEMNIFIED PERSONS SPECIFICALLY
FOR USE THEREIN; AND (II) TO REIMBURSE ANY INDEMNIFIED PARTY FOR ANY REASONABLE
LEGAL OR OTHER EXPENSES INCURRED BY SUCH PERSON IN CONNECTION WITH
INVESTIGATING, PREPARING, PURSUING OR DEFENDING AGAINST ANY SUCH LOSS, CLAIM,
DAMAGE, LIABILITY, ACTION OR JUDGMENT OR ANY INVESTIGATION OR PROCEEDING BY ANY
GOVERNMENTAL OR REGULATORY AGENCY OR BODY, COMMENCED OR THREATENED, AS SUCH
EXPENSES ARE INCURRED. THE COMPANY AND THE SUBSIDIARY GUARANTORS SHALL NOTIFY
THE HOLDERS AND THE DEALER MANAGER PROMPTLY OF THE INSTITUTION, THREAT OR
ASSERTION OF ANY CLAIM, PROCEEDING (INCLUDING ANY GOVERNMENTAL OR REGULATORY
INVESTIGATION OR PROCEEDING) OR ACTION OF WHICH THE COMPANY OR THE SUBSIDIARY
GUARANTORS ARE AWARE IN CONNECTION WITH THE MATTERS ADDRESSED BY THIS AGREEMENT
THAT INVOLVES THE COMPANY, THE SUBSIDIARY GUARANTORS OR ANY INDEMNIFIED PARTY.

         In case any action or proceeding (including any governmental or
regulatory investigation or proceeding) shall be brought or asserted against any
of the Indemnified Parties with respect to which indemnity may be sought against
the Company or the Subsidiary Guarantors, such Indemnified Party shall promptly
notify the Company in writing (provided that the failure to

                                       11

<PAGE>

give such notice shall not relieve the Company or the Subsidiary Guarantors of
their obligations pursuant to this Agreement) and the Company or the Subsidiary
Guarantors, as the case may be, shall assume the defense thereof, including the
employment of counsel satisfactory to such Indemnified Party or Indemnified
Parties and payment of all fees and expenses. Notwithstanding the foregoing,
such Indemnified Party or Indemnified Parties shall have the right to employ its
or their own counsel in any such action, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party or Indemnified Parties
unless (i) the Company or any of the Subsidiary Guarantors agrees in writing to
pay such fees and expenses, (ii) the Company or any of the Subsidiary Guarantors
shall not have employed counsel reasonably satisfactory to such Indemnified
Party to take charge of the defense of such action promptly after notice of
commencement of the action, or (iii) such Indemnified Party or Indemnified
Parties shall have been advised that a conflict-of-interest would arise with
counsel representing them and the Company or any of the Subsidiary Guarantors
(in which case the Company or the Subsidiary Guarantors shall not have the right
to direct the defense of such action on behalf of the Indemnified Party or
Indemnified Parties); provided, however, that unless there exists a conflict
among Indemnified Parties hereunder, the Company or the Subsidiary Guarantors
shall only be liable for the legal fees and expenses of one firm of attorneys
(in addition to any local counsel) for all Indemnified Parties and that all such
fees and expenses shall be reimbursed by the Company and the Subsidiary
Guarantors as they are incurred (regardless of whether it is ultimately
determined that such Indemnified Party or Indemnified Parties are not entitled
to indemnification hereunder). The Company and the Subsidiary Guarantors shall
be liable for any settlement of any such action or proceeding effected with the
Company's prior written consent, which consent shall not be unreasonably
withheld, and such persons agree to indemnify and hold harmless each of the
Indemnified Parties from and against any loss, claim, damage, expense or
liability by reason of any settlement of any action effected with the consent of
the Company. Notwithstanding the foregoing sentence, if at any time an
Indemnified Party has requested an indemnifying party to reimburse the
Indemnified Party for fees and expenses of counsel as contemplated by the second
sentence of this paragraph, the indemnifying party agrees that it shall be
liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 10 business days after receipt
by such indemnifying party of the aforesaid request and (ii) such indemnifying
party shall not have reimbursed the Indemnified Party in accordance with such
request prior to the date of such settlement.

         Notwithstanding the immediately preceding sentence, if at any time an
Indemnified Party shall have requested an indemnifying party to reimburse the
Indemnified Party for reasonable fees and expenses of counsel, an indemnifying
party shall not be liable for any settlement of the nature contemplated by
clause (ii) of the first paragraph of this Section 8(a) effected without its
consent if such indemnifying party, prior to the date of settlement, (i)
reimburses such Indemnified Party in accordance with such request to the extent
such indemnifying party considers such request to be reasonable and (ii)
provides written notice in reasonable detail to the Indemnified Party of the
reasons such indemnifying party considers the unpaid balance unreasonable. Such
indemnifying party shall be liable for all costs and expenses of the Indemnified
Party in seeking to recover such unpaid balance if a court of competent
jurisdiction (or an arbitrator, if such matter is submitted to arbitration)
finds such balance to be reasonable.

         No indemnifying party shall, without the prior written consent of the
Indemnified Party, settle or compromise or consent to the entry of judgment in
or otherwise seek to terminate any pending or threatened action, claim,
litigation or proceeding in respect of which indemnity could have been sought
hereunder (whether or not any Indemnified Party is a party thereto), unless such
settlement includes an unconditional release of such Indemnified Party from all
liability on all claims that are the subject matter of such action, claim,
litigation or proceeding.

     EACH HOLDER OF TRANSFER RESTRICTED SECURITIES, EACH DEALER MANAGER, EACH
UNDERWRITER, AND EACH OTHER INDEMNIFIED PARTY PARTICIPATING IN THE OFFERS BEING
MADE PURSUANT TO THE REGISTRATION STATEMENT SHALL BE REQUIRED TO INDEMNIFY AND
HOLD HARMLESS THE COMPANY, THE SUBSIDIARY GUARANTORS AND EACH PERSON, IF ANY,
WHO CONTROLS (WITHIN THE MEANING OF SECTION 15 OF THE ACT OR SECTION 20 OF THE
EXCHANGE ACT) THE COMPANY OR ANY SUBSIDIARY GUARANTOR AND THE RESPECTIVE
OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF THE
COMPANY, THE SUBSIDIARY GUARANTORS OR ANY SUCH CONTROLLING PERSON, TO THE SAME
EXTENT AS THE FOREGOING INDEMNITY FROM THE COMPANY AND THE SUBSIDIARY GUARANTORS
PROVIDED IN SECTION 8(A) ABOVE, TO THE INDEMNIFIED PARTIES BUT ONLY WITH RESPECT
TO CLAIMS AND ACTIONS BASED ON INFORMATION RELATING TO SUCH HOLDER OF TRANSFER
RESTRICTED SECURITIES, SUCH DEALER MANAGER, SUCH UNDERWRITER OR SUCH OTHER
INDEMNIFIED PARTY, AS THE CASE MAY BE, FURNISHED IN WRITING BY OR ON BEHALF OF
SUCH HOLDER OF TRANSFER RESTRICTED SECURITIES, SUCH DEALER MANAGER, SUCH
UNDERWRITER OR SUCH OTHER INDEMNIFIED PARTY, AS THE CASE MAY BE, SPECIFICALLY
FOR USE IN ANY REGISTRATION STATEMENT OR PROSPECTUS (AND ANY AMENDMENT OR
SUPPLEMENT THERETO).

     IF THE INDEMNIFICATION PROVIDED FOR IN THIS SECTION 8 IS UNAVAILABLE TO OR
INSUFFICIENT TO HOLD HARMLESS AN INDEMNIFIED PARTY UNDER SECTION 8(A) OR (B)
(OTHER THAN BY REASON OF

                                       12


<PAGE>

EXCEPTIONS PROVIDED IN SECTION 8(A) OR (B) ABOVE) IN RESPECT OF ANY LOSSES,
CLAIMS, DAMAGES, LIABILITIES, ACTIONS OR JUDGMENTS REFERRED TO HEREIN, THEN EACH
INDEMNIFYING PARTY, IN LIEU OF INDEMNIFYING SUCH INDEMNIFIED PARTY, SHALL
CONTRIBUTE TO THE AMOUNT PAID OR PAYABLE BY SUCH INDEMNIFIED PARTY AS A RESULT
OF SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES, ACTIONS AND JUDGMENTS IN SUCH
PROPORTION AS IS APPROPRIATE TO REFLECT THE RELATIVE FAULT OF THE COMPANY AND
THE SUBSIDIARY GUARANTORS, ON THE ONE HAND, AND THE HOLDERS, DEALER MANAGERS,
UNDERWRITERS OR OTHER SUCH INDEMNIFIED PARTIES, AS THE CASE MAY BE, ON THE OTHER
HAND, IN CONNECTION WITH THE STATEMENTS OR OMISSIONS THAT RESULTED IN SUCH
LOSSES, CLAIMS, DAMAGES, LIABILITIES, ACTIONS OR JUDGMENTS, AS WELL AS ANY OTHER
RELEVANT EQUITABLE CONSIDERATIONS. THE RELATIVE FAULT OF THE COMPANY AND THE
SUBSIDIARY GUARANTORS, ON THE ONE HAND, AND THE HOLDERS, DEALER MANAGERS,
UNDERWRITERS OR OTHER SUCH INDEMNIFIED PARTIES, AS THE CASE MAY BE, ON THE OTHER
HAND, SHALL BE DETERMINED BY REFERENCE TO, AMONG OTHER THINGS, WHETHER THE
UNTRUE OR ALLEGED UNTRUE STATEMENT OF A MATERIAL FACT OR THE OMISSION OR ALLEGED
OMISSION TO STATE A MATERIAL FACT RELATES TO INFORMATION SUPPLIED BY THE COMPANY
OR THE SUBSIDIARY GUARANTORS, ON THE ONE HAND, OR THE HOLDERS, DEALER MANAGERS,
UNDERWRITERS OR OTHER SUCH INDEMNIFIED PARTIES, AS THE CASE MAY BE, ON THE OTHER
HAND, AND THE PARTIES' RELATIVE INTENT, KNOWLEDGE, ACCESS TO INFORMATION AND
OPPORTUNITY TO CORRECT OR PREVENT SUCH STATEMENT OR OMISSION.

         The Company, the Subsidiary Guarantors and each Holder of a Transfer
Restricted Security, each dealer manager, each underwriter, and each other
Indemnified Party participating in the offers being made pursuant to the
Registration Statement shall be required to agree that it would not be just and
equitable if contribution pursuant to this Section 8(c) were determined by pro
rata allocation or by any other method of allocation that does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an Indemnified Party as a result of the
losses, claims, damages, liabilities, actions or judgments referred to in the
immediately preceding paragraph shall be deemed to include any legal or other
expenses incurred by such Indemnified Party in connection with investigating,
preparing to defend or defending any such action or claim. Notwithstanding the
provisions of this Section 8(c), none of the Holders, dealer managers,
underwriters or other Indemnified Parties shall be required to contribute, in
the aggregate, any amount in excess of the amount by which the total discounts
and commissions received by it with respect to the Original Notes exceeds the
amount of any damages that such Holder, dealer manager, underwriter or other
Indemnified Party has otherwise been required to pay by reason of such untrue
statement or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.

     IN ANY PROCEEDING RELATING TO ANY REGISTRATION STATEMENT OR PROSPECTUS
(OR ANY SUPPLEMENT OR AMENDMENT THERETO), EACH PARTY AGAINST WHOM CONTRIBUTION
MAY BE SOUGHT UNDER THIS SECTION 8 HEREBY CONSENTS TO THE JURISDICTION OF ANY
COURT HAVING JURISDICTION OVER ANY OTHER CONTRIBUTING PARTY, AGREES THAT PROCESS
ISSUING FROM SUCH COURT MAY BE SERVED UPON HIM OR IT BY ANY OTHER CONTRIBUTING
PARTY AND CONSENTS TO THE SERVICE OF SUCH PROCESS AND AGREES THAT ANY OTHER
CONTRIBUTING PARTY MAY JOIN HIM OR IT AS AN ADDITIONAL DEFENDANT IN ANY SUCH
PROCEEDING IN WHICH SUCH OTHER CONTRIBUTING PARTY IS A PARTY.

     THE INDEMNITY AND CONTRIBUTION AGREEMENTS CONTAINED IN THIS SECTION 8 ARE
IN ADDITION TO ANY LIABILITY THAT THE INDEMNIFYING PERSONS MAY OTHERWISE HAVE TO
THE INDEMNIFIED PERSONS REFERRED TO ABOVE.

                                    RULE 144A

         The Company hereby agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding, to make available to any Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
from such Holder or beneficial owner, the information required by Rule
144A(d)(4) under the Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A.

                   PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

         No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder's Transfer Restricted
Securities on the basis provided in any underwriting arrangements approved by
the Persons entitled hereunder to approve such arrangements and (b) completes
and executes all reasonable questionnaires, powers of attorney,

                                       13

<PAGE>

indemnities, underwriting agreements, lock-up letters and other documents
required under the terms of such underwriting arrangements.

                            SELECTION OF UNDERWRITERS

         The Holders of Transfer Restricted Securities covered by the Shelf
Registration Statement who desire to do so may sell such Transfer Restricted
Securities in an Underwritten Offering. In any such Underwritten Offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the Holders of a majority in
aggregate principal amount of the Transfer Restricted Securities included in
such offering; provided, that such investment bankers and managers must be
reasonably satisfactory to the Company.

                                  MISCELLANEOUS

     REMEDIES. THE COMPANY AND EACH OF THE SUBSIDIARY GUARANTORS AGREE THAT
MONETARY DAMAGES (INCLUDING THE LIQUIDATED DAMAGES CONTEMPLATED HEREBY) WOULD
NOT BE ADEQUATE COMPENSATION FOR ANY LOSS INCURRED BY REASON OF A BREACH BY IT
OF THE PROVISIONS OF THIS AGREEMENT AND HEREBY AGREE TO WAIVE THE DEFENSE IN ANY
ACTION FOR SPECIFIC PERFORMANCE THAT A REMEDY AT LAW WOULD BE ADEQUATE.

     NO INCONSISTENT AGREEMENTS. THE COMPANY SHALL NOT, AND SHALL CAUSE EACH
SUBSIDIARY GUARANTOR NOT TO, ON OR AFTER THE DATE OF THIS AGREEMENT ENTER INTO
ANY AGREEMENT WITH RESPECT TO ITS SECURITIES THAT IS INCONSISTENT WITH THE
RIGHTS GRANTED TO THE HOLDERS IN THIS AGREEMENT OR OTHERWISE CONFLICTS WITH THE
PROVISIONS HEREOF. EXCEPT AS IDENTIFIED TO YOU IN AN OFFICERS' CERTIFICATE OF
THE COMPANY SEPARATELY DELIVERED, NEITHER THE COMPANY NOR THE SUBSIDIARY
GUARANTORS HAS PREVIOUSLY ENTERED INTO ANY AGREEMENT GRANTING ANY REGISTRATION
RIGHTS WITH RESPECT TO ITS SECURITIES TO ANY PERSON. THE RIGHTS GRANTED TO THE
HOLDERS HEREUNDER DO NOT IN ANY WAY CONFLICT WITH AND ARE NOT INCONSISTENT WITH
THE RIGHTS GRANTED TO THE HOLDERS OF THE COMPANY'S SECURITIES UNDER ANY
AGREEMENT IN EFFECT ON THE DATE HEREOF.

     ADJUSTMENTS AFFECTING THE NOTES. THE COMPANY SHALL NOT TAKE ANY ACTION, OR
PERMIT ANY CHANGE TO OCCUR, WITH RESPECT TO THE NOTES THAT WOULD MATERIALLY AND
ADVERSELY AFFECT THE ABILITY OF THE HOLDERS TO CONSUMMATE ANY REGISTERED
EXCHANGE OFFER.

     AMENDMENTS AND WAIVERS. THE PROVISIONS OF THIS AGREEMENT MAY NOT BE
AMENDED, MODIFIED OR SUPPLEMENTED, AND WAIVERS OR CONSENTS TO OR DEPARTURES FROM
THE PROVISIONS HEREOF MAY NOT BE GIVEN UNLESS THE COMPANY HAS OBTAINED THE
WRITTEN CONSENT OF HOLDERS OF A MAJORITY OF THE OUTSTANDING PRINCIPAL AMOUNT OF
TRANSFER RESTRICTED SECURITIES. NOTWITHSTANDING THE FOREGOING, A WAIVER OR
CONSENT TO DEPARTURE FROM THE PROVISIONS HEREOF THAT RELATES EXCLUSIVELY TO THE
RIGHTS OF HOLDERS WHOSE SECURITIES ARE BEING TENDERED PURSUANT TO THE REGISTERED
EXCHANGE OFFER AND THAT DOES NOT AFFECT DIRECTLY OR INDIRECTLY THE RIGHTS OF
OTHER HOLDERS WHOSE SECURITIES ARE NOT BEING TENDERED PURSUANT TO SUCH
REGISTERED EXCHANGE OFFER MAY BE GIVEN BY THE HOLDERS OF A MAJORITY OF THE
OUTSTANDING PRINCIPAL AMOUNT OF TRANSFER RESTRICTED SECURITIES BEING TENDERED OR
REGISTERED.

     NOTICES. ALL NOTICES AND OTHER COMMUNICATIONS PROVIDED FOR OR PERMITTED
HEREUNDER SHALL BE MADE IN WRITING BY HAND-DELIVERY, FIRST-CLASS MAIL
(REGISTERED OR CERTIFIED, RETURN RECEIPT REQUESTED), TELEX, TELECOPIER, OR AIR
COURIER GUARANTEEING OVERNIGHT DELIVERY:

         if to a Holder, at the address set forth on the records of the
Registrar (as defined in the Indenture) under the Indenture, with a copy to the
Registrar under the Indenture; and

                                       14

<PAGE>

                  if to the Company, to:

                           Parker Drilling Company
                           1401 Enclave Parkway, Suite 600
                           Houston, Texas 77077
                           Attention:  Chief Financial Officer
                           Fax: (281) 406-2010;

                           with a copy to:

                           Lynnwood R. Moore, Jr., Esq.
                           Conner & Winters, P.C.
                           15 East 5th Street
                           Tulsa, Oklahoma 74103
                           Fax: (918) 586-8548.

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if telecopied; and on the
next business day, if timely delivered to an air courier guaranteeing overnight
delivery.

         Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

     SUCCESSORS AND ASSIGNS. THIS AGREEMENT SHALL INURE TO THE BENEFIT OF
AND BE BINDING UPON THE SUCCESSORS AND ASSIGNS OF EACH OF THE PARTIES, INCLUDING
WITHOUT LIMITATION AND WITHOUT THE NEED FOR AN EXPRESS ASSIGNMENT, SUBSEQUENT
HOLDERS OF TRANSFER RESTRICTED SECURITIES; PROVIDED, HOWEVER, THAT THIS
AGREEMENT SHALL NOT INURE TO THE BENEFIT OF OR BE BINDING UPON A SUCCESSOR OR
ASSIGN OF A HOLDER UNLESS AND TO THE EXTENT SUCH SUCCESSOR OR ASSIGN ACQUIRED
TRANSFER RESTRICTED SECURITIES, AS APPLICABLE, FROM SUCH HOLDER.

     COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS
AND BY THE PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO
EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TAKEN TOGETHER SHALL
CONSTITUTE ONE AND THE SAME AGREEMENT.

     HEADINGS. THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.

     GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     SEVERABILITY. IN THE EVENT THAT ANY ONE OR MORE OF THE PROVISIONS CONTAINED
HEREIN, OR THE APPLICATION THEREOF IN ANY CIRCUMSTANCE, IS HELD INVALID, ILLEGAL
OR UNENFORCEABLE, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF ANY SUCH
PROVISION IN EVERY OTHER RESPECT AND OF THE REMAINING PROVISIONS CONTAINED
HEREIN SHALL NOT BE AFFECTED OR IMPAIRED THEREBY.

     ENTIRE AGREEMENT. THIS AGREEMENT TOGETHER WITH THE AMENDED AND RESTATED
ENGAGEMENT LETTER IS INTENDED BY THE PARTIES AS A FINAL EXPRESSION OF THEIR
AGREEMENT AND INTENDED TO BE A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
AND UNDERSTANDING OF THE PARTIES HERETO IN RESPECT OF THE SUBJECT MATTER
CONTAINED HEREIN. THERE ARE NO RESTRICTIONS, PROMISES, WARRANTIES OR
UNDERTAKINGS, OTHER THAN THOSE SET FORTH OR REFERRED TO HEREIN WITH RESPECT TO
THE REGISTRATION RIGHTS GRANTED BY THE COMPANY WITH RESPECT TO THE TRANSFER
RESTRICTED SECURITIES. THIS AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS BETWEEN THE PARTIES WITH RESPECT TO SUCH SUBJECT MATTER.

                            [signature page follows]

                                       15

<PAGE>



         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.





                             Parker Drilling Company


                             By:  /s/ JAMES J. DAVIS
                                 -----------------------------------------------
                                 Name:  James J. Davis
                                 Title: Senior Vice President of Finance
                                          and Chief Financial Officer


                            SUBSIDIARY GUARANTORS:

                            Parker Drilling Company of Oklahoma, Incorporated
                            Parker Drilling Company Limited (Nevada)
                            Parker Drilling Company Limited (Oklahoma)
                            Choctaw International Rig Corp.
                            Parker Drilling Company of New Guinea, Inc.
                            Parker Drilling Company North America, Inc.
                            Parker-VSE, Inc. (formerly Vance Systems
                                 Engineering, Inc.)
                            DGH, Inc.
                            Parker Drilling Company International Limited
                            Parker USA Drilling Company (formerly
                                 Parcan Limited)
                            Parker Technology, L.L.C.
                            Parker Technology, Inc.
                            Parker Drilling U.S.A. Ltd.
                            Parker Drilling Offshore Corporation (formerly
                                  Hercules Offshore Corporation)
                            Parker Drilling Offshore International, Inc.
                            Anachoreta, Inc.
                            Pardril, Inc.
                            Parker Aviation, Inc.
                            Parker Drilling (Kazakstan), Ltd.
                            Parker Drilling Company of Niger
                            Parker North America Operations, Inc.
                            Selective Drilling Corporation
                            Universal Rig Service Corp.
                            Creek International Rig Corp.

                            By: /s/ DAVID W. TUCKER
                               ---------------------------------
                            Name: David W. Tucker
                            Its:  Vice President & Treasurer

                            Parker Technology, L.L.C.

                            By: /s/ DAVID W. TUCKER
                               ---------------------------------
                            Name: David W. Tucker
                            Its:  Vice President & Manager

                                       16

<PAGE>

                            Parker Drilling Offshore USA, L.L.C. (formerly
                                 Mallard Bay Drilling, L.L.C.)


                            By:   /s/ DAVID W. TUCKER
                               -------------------------------------------------
                               Name:  David W. Tucker
                               Its:   Treasurer & Manager

                            Parker Drilling Management Services, Inc.

                            By:   /s/ DAVID W. TUCKER
                               -------------------------------------------------
                               Name:  David W. Tucker
                               Its:   President

                            Quail Tools, L.LP.

                            By:  /s/ JAMES J. DAVIS
                               -------------------------------------------------
                               Name: James J. Davis
                               Its:  Vice President & Treasurer



Accepted and Agreed to:

Jefferies & Company, Inc.


By:
   --------------------------------------------
Name:
Title:

                                       17