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AGREEMENT FOR PERSONAL CONSULTING SERVICES




     AGREEMENT effective October 29, 2005, between Parker Drilling Company Management Services,
Inc., a company organized and existing under the laws of the State of Texas (hereinafter
“COMPANY”), and James W. Whalen, an individual residing in Houston, Texas (hereinafter
“CONSULTANT”).



     WHEREAS, the CONSULTANT has elected to resign from his current position as Senior Vice
President & Chief Financial Officer;



     WHEREAS, the COMPANY desires to retain CONSULTANT’s services as a board member and as a
consultant to assist with special projects; and



     WHEREAS, the CONSULTANT is willing to provide consulting services to the COMPANY in accordance
with the terms of this Agreement;



     NOW, THEREFORE, in consideration of the mutual promises herein contained, COMPANY and
CONSULTANT agree as follows:




	1.	 	Scope of Service






	 	(a)	 	CONSULTANT has been retained by the COMPANY as a special assistant to the
President and Chief Executive Officer.
	 
	 	(b)	 	During the term of this Agreement, CONSULTANT shall, to the best of
CONSULTANT’s ability and skill, render to COMPANY personal consulting services on
special projects as requested by the President/CEO from time to time, including without
limitation:






	 	(i)	 	Resolution of issues relating to the Split Dollar Agreement
between the COMPANY and The Robert L. Parker Trust;
	 
	 	(ii)	 	Corporate restructure of the COMPANY;
	 
	 	(iii)	 	Completion of asset sale program;
	 
	 	(iv)	 	Development and consummation of acquisitions;
	 
	 	(v)	 	Assist CEO in strategic planning and career planning;
	 
	 	(vi)	 	Assist CEO with management/board relations; and
	 
	 	(vii)	 	Implementation of Hyperion.




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	 	(c)	 	During the term of this Agreement, CONSULTANT agrees not to perform services,
directly or indirectly, of any kind for a company engaged in the business of oil and
gas drilling or any other company or person directly or indirectly in competition with
COMPANY or any subsidiary, parent or affiliate of COMPANY.






	2.	 	Compensation






	 	(a)	 	In consideration for CONSULTANT’s services to COMPANY for the period beginning
October 27, 2005 and continuing through December 1, 2006, COMPANY agrees to:






	 	(i)	 	pay CONSULTANT an amount equal to the ICP distribution for 2005
that CONSULTANT would have otherwise been entitled to receive under the terms
of CONSULTANT’s current employment contract had CONSULTANT remained as an
employee of the COMPANY through the date on which such distribution is made,
	 
	 	(ii)	 	allow CONSULTANT to retain his stock options and restricted
stock grants as a director of the COMPANY, which stock options and restricted
stock grants shall continue to vest and expire in accordance with terms and
conditions of the respective award agreements applicable to each stock option
award and restricted stock grant, and
	 
	 	(iii)	 	provide continuing medical coverage to CONSULTANT in
accordance with existing medical coverage through December 31, 2005.






	 	(b)	 	For the period from and after December 31, 2006, until such time as this
Agreement is terminated, CONSULTANT’s compensation shall be as mutually agreed between
the COMPANY and CONSULTANT.
	 
	 	(c)	 	In addition to the above compensation, COMPANY will reimburse CONSULTANT for
all out of pocket expenses incurred consistent with Company’s policies on reimbursement
of business expenses.






	 	 	CONSULTANT will submit an itemized statement of expenses to COMPANY on a monthly basis for
costs incurred incidental to the performance of his duties as a CONSULTANT.
	 
	 	 	CONSULTANT will also be provided with office access, computer, cellphone, blackberry and
other reasonable support services during the period of this agreement.




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	3.	 	Term
	 
	 	 	This Agreement shall commence as of the date hereof and shall continue in effect through
December 31, 2006; provided, it shall be extended thereafter by mutual agreement of the
parties.
	 
	4.	 	Independent Contractor






	 	(a)	 	The status of CONSULTANT shall be that of an independent contractor and
CONSULTANT shall not be eligible for participation in benefit plans offered by COMPANY
to its employees.
	 
	 	(b)	 	COMPANY acknowledges and agrees that CONSULTANT may engage directly or
indirectly in other businesses and ventures, not otherwise proscribed by this
Agreement.
	 
	 	(c)	 	CONSULTANT shall be solely responsible for satisfaction of all tax obligations
with regard to compensation earned pursuant to this Agreement, and agrees to hold
COMPANY harmless from any liability for unpaid taxes or penalties in conjunction with
earnings hereunder.






	5.	 	Confidentiality
	 
	 	 	COMPANY may provide CONSULTANT with confidential information, and/or trade secrets,
including but not limited to, customer lists, pricing information, technical data, market
surveys, reports and documents considered by COMPANY to constitute proprietary information.
CONSULTANT shall maintain such information confidential and shall not disclose same to any
person or use same in operation of any business or the performance of services for others
without first obtaining written consent from COMPANY.
	 
	6.	 	Limitation of Liability/Indemnity
	 
	 	 	CONSULTANT represents and warrants that he will provide COMPANY with professional services
to assist the COMPANY with special project as described herein. CONSULTANT makes no
representations or warranties as to the results to be obtained from utilization of his
services for which COMPANY assumes sole responsibility.
	 
	 	 	COMPANY shall defend, indemnify and hold CONSULTANT harmless from and against any claims,
actions or causes of action that are brought against CONSULTANT by any person arising out of
his performance of his duties as a CONSULTANT.




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	7.	 	No Assignment or Subcontracting
	 
	 	 	CONSULTANT shall not assign or subcontract in whole or in part any of the services to be
furnished under this Agreement nor shall CONSULTANT assign any payment due or to become due
hereunder from COMPANY without the prior written consent of the COMPANY.
	 
	8.	 	Entire Agreement
	 
	 	 	The promises and representations contained herein shall constitute the sole agreement
between the parties and shall cancel and supersede any prior agreements between the parties.
	 
	9.	 	Governing Law
	 
	 	 	This Agreement shall be governed and interpreted in accordance with the laws of the State of
Texas, not including any choice-of-law rule of the State of Texas, which may direct or refer
any such interpretation to the laws of any other state or county.





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



	 	 	 	 	 
	 	PARKER DRILLING MANAGEMENT SERVICES, INC.

 	 
	 	By:  	/s/
David W. Tucker 	 
	 	 	Name:  	David W. Tucker 	 
	 	 	Title:  	President	 
	 	 	Date: 	October 29, 2005
	 
	 
	 	JAMES W. WHALEN

 	 
	 	/s/
James W. Whalen 	 
	 	Date:  October 29, 2005	 
	 	 	 	 
	 




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