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                                                                   EXHIBIT 10.19



                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT


      THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is
entered into as of November 13, 2001 (the "Effective Date"), by and between GREY
WOLF, INC., a Texas corporation (the "Company"), and EDWARD S. JACOB III (the
"Executive").

      The Company and the Executive desire to amend and restate the existing
Employment Agreement dated as of January 16, 1999, by and between the Company
and the Executive on the terms and conditions of this Agreement.

      Accordingly, the parties agree as follows:

      1. Employment, Duties and Acceptance.

            1.1 Employment by the Company and Duties. The Company hereby agrees
to employ the Executive for a term commencing on the Effective Date and expiring
at the end of the day on December 31, 2002 (such date, or later date to which
this Agreement is extended in accordance with the terms hereof, the "Termination
Date"), unless earlier terminated as provided in Section 4 or unless extended as
provided herein (the "Term"). The Term shall be automatically extended
commencing on the Termination Date and on each Termination Date thereafter (each
such date being a "Renewal Date"), so as to terminate one (1) year from such
Renewal Date, unless and until at least ninety (90) days prior to a Renewal Date
either party hereto gives written notice to the other that the Term should not
be further extended after the next Renewal Date, in which event the Termination
Date shall be the Renewal Date next following such notice. During the Term, the
Executive shall serve in the capacity of Senior Vice President - Marketing, and
shall also serve in those offices and directorships of subsidiary corporations
or entities of the Company to which he may from time to time be appointed or
elected. During the Term, the Executive shall devote all reasonable efforts and
all of his business time and services to the Company, subject to the direction
of the Board of Directors of the Company (the "Board"). The Executive shall not
engage in any other business activities except for passive investments as more
particularly described in subsection 3.1.1 below.

            1.2 Acceptance of Employment by the Executive. The Executive hereby
accepts such employment and shall render the services and perform the duties
described above.

      2. Compensation and Other Benefits.

            2.1 Annual Salary. The Company shall pay to the Executive an annual
salary at a rate of not less than one hundred seventy eight thousand dollars
($178,000.00) per year (the "Annual Salary"), subject to increase at the sole
discretion of the Board. The Annual Salary shall be payable in accordance with
the payroll policies of the Company as from time to time in effect, but in no
event less frequently than once each month, less such deductions as shall be
required to be withheld by applicable law and regulations.
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            2.2 Bonuses. The Executive shall receive, at the sole discretion of
the Board, an incentive bonus with respect to the fiscal years ending during the
term hereof (the "Incentive Bonus").

            2.3 Vacation Policy. The Executive shall be entitled to three (3)
weeks of paid vacation during each year of the Term until Executive has been
employed by the Company for ten (10) years when the Executive shall be entitled
to four (4) weeks of paid vacation during each year of the Term until Executive
has been employed by the Company for twenty (20) years when the Executive shall
be entitled to five (5) weeks paid vacation during each year of the Term.

            2.4 Participation in Employee Benefit Plans. The Company agrees to
permit the Executive during the Term, to participate in any group life,
hospitalization or disability insurance plan, health program, pension plan,
similar benefit plan or other so called "fringe benefits" of the Company
(collectively, "Benefits") which may be available to other executives of the
Company on terms no less favorable to the Executive than the terms offered to
such other executives. The Executive shall cooperate with the Company in
applying for such coverage, including submitting to a physical exam and
providing all relevant health and personal data.

            2.5 General Business Expenses. The Company shall pay or reimburse
the Executive for all expenses reasonably and necessarily incurred by the
Executive during the Term in the performance of the Executive's services under
this Agreement. Such payment shall be made upon presentation of such
documentation as the Company customarily requires of its senior executive
employees prior to making such payments or reimbursements.

            2.6 Company Car and Cellular Telephone. The Company shall provide an
automobile, of the Executive's choice, to be used by the Executive during the
Term hereof or until his employment hereunder is terminated. The purchase price
of the automobile shall not exceed $40,000 (the "Auto Allowance"); provided,
however, the Auto Allowance shall be increased effective January 1, 2003 and on
January 1 of each year thereafter during the Term by a percentage equal to the
percentage increase in the Consumer Price Index (Urban-Houston Metropolitan
Area) for the previous calendar year. If requested by the Executive, the Company
will replace the automobile with a new automobile no less frequently than every
three (3) years during the Term hereof. The Company shall, at its expense, pay
any and all expenses associated with the operation of such company car,
including, but not limited to, collision and liability insurance, maintenance
and repair costs, replacement parts, tires, fuel and oil. The Executive may use
the automobile for personal purposes and the value of any such personal use
shall be deemed to be additional compensation. The Company shall also furnish
the Executive with a cellular telephone of his choice and the Company shall pay
all charges in connection with the use thereof, other than charges for calls not
related to the Executive's duties hereunder.

            2.7 Certain Additional Payments by the Company.

                  2.7.1 Excise Tax; Gross-Up Payment. Anything in this Agreement
to the contrary notwithstanding, in the event it shall be determined that any
payment or distribution by the Company to or for benefit of the Executive
(whether paid or payable or distributed or distributable pursuant to the terms
of this Agreement or otherwise, but determined without regard
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to any additional payments required under this Section 2.7) (a "Payment") would
be subject to the excise tax imposed by Section 4999 of the Internal Revenue
Code of 1986, as amended (the "Code") or any interest or penalties are incurred
by the Executive with respect to such excise tax (such excise tax, together with
any such interest and penalties, are hereinafter collectively referred to as the
"Excise Tax"), then the Executive shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that after payment by the
Executive of all taxes (including any interest or penalties imposed with respect
to such taxes), including, without limitation, any income taxes (and any
interest and penalties imposed with respect thereto) and Excise Tax imposed upon
the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments.

                  2.7.2 Accounting Firm Determinations. Subject to the
provisions of Section 2.7.3, all determinations required to be made under this
Section 2.7, including whether and when Gross-Up Payment is required and the
amount of such Gross-Up Payment and the assumptions to be utilized in arriving
at such determination, shall be made by KPMG, LLP (the "Accounting Firm") which
shall provide detailed supporting calculations both to the Company and the
Executive within fifteen (15) business days of the receipt of notice from the
Executive that there has been a Payment, or such earlier time as is requested by
the Company. In the event that the Accounting Firm is serving as accountant or
auditor for the individual, entity or group effecting a Change of Control, the
Executive shall appoint another nationally recognized accounting firm to make
the determinations required hereunder (which accounting firm shall then be
referred to as the Accounting Firm hereunder). All fees and expenses of the
Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as
determined pursuant to this Section 2.7, shall be paid by the Company to the
Executive within five (5) days of the receipt of the Accounting Firm's
determination. If the Accounting Firm determines that no Excise Tax is payable
by the Executive, it shall furnish the Executive with a written opinion that
failure to report the Excise Tax on the Executive's applicable federal income
tax return would not result in the imposition of a negligence or similar
penalty. Any determination by the Accounting Firm shall be binding upon the
Company and the Executive. As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up Payments which will not
have been made by the Company should have been made ("Underpayment"), consistent
with the calculations required to be made hereunder. In the event that the
Company exhausts its remedies pursuant to Section 2.7.3 and the Executive
thereafter is required to make a payment of any Excise Tax, the Accounting Firm
shall determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Executive.

                  2.7.3 Notification of Claims. The Executive shall notify the
Company in writing of any claims by the Internal Revenue Service that, if
successful, would require the payment by the Company of the Gross-Up Payment.
Such notification shall be given as soon as practicable but no later than thirty
(30) days after the Executive actually receives notice in writing of such claim
and shall apprise the Company of the nature of such claim and the date on which
such claim is requested to be paid. The Executive shall not pay such claim prior
to the expiration of the thirty (30) day period following the date on which he
gives such notice to the Company (or such shorter period ending on the date that
any payment of taxes with respect to
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such claim is due). If the Company notifies the Executive in writing prior to
the expiration of such period that it desires to contest such claim, the
Executive shall:

                  (i) give the Company any information reasonably requested by
      the Company relating to such claim;

                  (ii) take such action in connection with contesting such claim
      as the Company shall reasonably request in writing from time to time,
      including, without limitation, accepting legal representation with respect
      to such claim by an attorney reasonably selected by the Company;

                  (iii) cooperate with the Company in good faith in order
      effectively to contest such claim; and

                  (iv) permit the Company to participate in any proceedings
      relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 2.7.3, the Company shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forego any
and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may, at its sole option, either
direct the Executive to pay the tax claimed and sue for a refund or contest the
claim in any permissible manner, and the Executive agrees to prosecute such
contest to a determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive to pay
such claim and sue for a refund, the Company shall advance the amount of such
payment to the Executive, on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and further provided that any extension of the statute of limitations relating
to payment of taxes for the taxable year of the Executive with respect to which
such contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company's control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Executive shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.

                  2.7.4 If, after the receipt by the Executive of an amount
advanced by the Company pursuant to Section 2.7.3, the Executive becomes
entitled to receive any refund with respect to such claim, the Executive shall
(subject to the Company's complying with the requirements of Section 2.7.3)
promptly pay to the Company the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto). If, after the
receipt by the Executive of an amount advanced by the Company pursuant to
Section 2.7.3, a determination
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is made that the Executive shall not be entitled to any refund with respect to
such claim and the Company does not notify the Executive in writing of its
intent to contest such denial of refund prior to the expiration of thirty (30)
days after such determination, then such advance shall be forgiven and shall not
be required to be repaid and the amount of such advance shall offset, to the
extent thereof, the amount of Gross-Up Payment required to be paid.

      3. Non-Competition, Confidentiality and Company Property.

            3.1 Covenants Against Competition. The Executive acknowledges that
(i) the Company is currently engaged in the business of owning, managing and
operating onshore drilling and workover rigs for its own account or for others
which are contracted or hired for the purpose of drilling and/or workover of oil
or natural gas (the "Company Business"); (ii) his work for the Company will give
him access to trade secrets of and confidential information concerning the
Company; and (iii) the agreements and covenants contained in this Agreement are
essential to protect the business and goodwill of the Company. Accordingly, the
Executive covenants and agrees as follows:

                  3.1.1 Non-Compete. The Executive agrees that he shall not
during the Restricted Period (as hereinafter defined) within a two hundred (200)
mile radius of any office maintained by the Company within one year prior to the
end of the Term, including, without limitation, the office address specified
from time to time pursuant to Section 7.2 hereof and any field offices, directly
or indirectly (except in the Executive's capacity as an officer of the Company)
(i) engage or participate in the Company Business; or (ii) enter the employ of,
or render any other services to, any person engaged in the Company Business
except as permitted hereunder. In addition, the Executive agrees that he shall
not during the Restrictive Period (as hereinafter defined) become interested in
any such person in any capacity, including, without limitation, as an
individual, partner, shareholder, lender, officer, director, principal, agent or
trustee except as permitted hereunder; provided, however, that the Executive may
own, directly or indirectly, solely as an investment, securities of any person
traded on any national securities exchange or listed on the National Association
of Securities Dealers Automated Quotation System if the Executive is not a
controlling person of, or a member of a group which controls, such person and
the Executive does not, directly or indirectly, own five percent (5%) or more of
any class of equity securities, or securities convertible into or exercisable or
exchangeable for five percent (5%) or more of any class of equity securities, of
such person. As used herein, the "Restricted Period" shall mean a period
commencing on the date hereof and terminating upon the first to occur of (a) the
date on which the Company terminates or is deemed to terminate the Executive's
employment without Cause (as hereinafter defined), (b) the date the Executive
terminates or is deemed to terminate his employment pursuant to Section 4.6
hereof, or (c) the date of termination of this Agreement; provided, however,
that if the Company shall have terminated the Executive's employment for Cause
and such Cause in fact exists or if the Executive shall have terminated his
employment with the Company in breach of the terms of this Agreement, the
Restricted Period shall end one (1) year following the termination of the
Executive's employment hereunder.

                  3.1.2 Confidential Information. The Executive acknowledges
that the Company has a legitimate and continuing proprietary interest in the
protection of its confidential information and that it has invested substantial
sums and will continue to invest substantial sums
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to develop, maintain and protect confidential information. The Company agrees to
provide the Executive access to confidential information in conjunction with the
Executive's duties, including, without limitation, information of a technical
and business nature regarding the Company's past, current or anticipated
business that may encompass financial information, financial figures, trade
secrets, customer lists, details of client or consultant contracts, pricing
policies, operational methods, marketing plans or strategies, product
development techniques or plans, business acquisition plans, Company employee
information, organizational charts, new personnel acquisition plans, technical
processes, designs and design projects, inventions and research projects, ideas,
discoveries, inventions, improvements, trade secrets, design specifications,
writings and other works of authorship. In exchange, as an independent covenant,
the Executive agrees not to make any unauthorized use, publication, or
disclosure, during or subsequent to his employment by the Company, of any
Intellectual Property of a confidential or trade secret nature, generated or
acquired by him during the course of his employment, except to the extent that
the disclosure of Intellectual Property Information is necessary to fulfill his
responsibilities as an employee of the Company. The Executive understands that
confidential matters and trade secrets include information not generally known
by or available to the public about or belonging to the Company, its divisions,
subsidiaries, and related affiliates, or belonging to other companies to whom
the Company, its divisions, subsidiaries, and related affiliates, may have an
obligation to maintain information in confidence, and that authorization for
public disclosure may only be obtained through the Company's written consent.

                  3.1.3 Property of the Company. All memoranda, notes, lists,
records, engineering drawings, technical specifications and related documents
and other documents or papers (and all copies thereof) relating to the Company,
including such items stored in computer memories, microfiche or by any other
means, made or compiled by or on behalf of the Executive after the date hereof,
or made available to the Executive after the date hereof relating to the
Company, its affiliates or any entity which may hereafter become an affiliate
thereof, shall be the property of the Company, and shall be delivered to the
Company promptly upon the termination of the Executive's employment with the
Company or at any other time upon request; provided, however, that the
Executive's address books, diaries, chronological correspondence files and
rolodex files shall be deemed to be property of the Executive.

                  3.1.4 Original Material. The Executive agrees that any
inventions, discoveries, improvements, ideas, concepts or original works of
authorship relating directly to the Company Business, including without
limitation information of a technical or business nature such as ideas,
discoveries, designs, inventions, improvements, trade secrets, know-how,
manufacturing processes, product formulae, design specifications, writings and
other works of authorship, computer programs, financial figures, marketing
plans, customer lists and data, business plans or methods and the like, which
relate in any manner to the actual or anticipated business or the actual or
anticipated areas of research and development of the Company and its divisions,
subsidiaries, affiliates, or related entities, whether or not protectable by
patent or copyright, that have been originated, developed or reduced to practice
by the Executive alone or jointly with others during the Executive's employment
with the Company shall be the property of and belong exclusively to the Company.
The Executive shall promptly and fully disclose to the Company the origination
or development by the Executive of any such material and shall provide the
Company with any information that it may reasonably request about such material.
Either during the subsequent to the Executive's employment, upon the request and
at the expense of the
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Company or its nominee, and for no remuneration in addition to that due the
Executive pursuant to his employment by the Company, but at no expense to him,
the Executive agrees to execute, acknowledge, and deliver to the Company or its
attorneys any and all instruments which, in the judgment of the Company or its
attorneys, may be necessary or desirable to secure or maintain for the benefit
of the Company adequate patent, copyright, and other property rights in the
United States and foreign countries with respect to any such inventions,
improvements, ideas, concepts, or original works of authorship embraced within
this Agreement.

                  3.1.5 Employees of the Company and its Affiliates. The
Executive agrees to refrain during the Restricted Period from inducing or
attempting to influence any employee of the Company, its divisions, subsidiaries
and/or affiliated entities to terminate his employment.

                  3.1.6 Customers. The Executive also agrees to refrain during
the Restricted Period from diverting, taking, soliciting and/or accepting on his
own behalf or on the behalf of another person, firm, or company, the business of
any past or present customer of the Company, its divisions, subsidiaries and/or
other affiliated entities, or any identified prospective or potential customer
of the Company, its divisions, subsidiaries and/or affiliated entities, whose
identity became known to the Executive through his employment by the Company.

            3.2 Rights and Remedies Upon Breach. If the Executive breaches, any
of the provisions contained in Section 3.1 of this Agreement (the "Restrictive
Covenants"), the Company shall have the following rights and remedies, each of
which rights and remedies shall be independent of the others and severally
enforceable, and each of which is in addition to, and not in lieu of, any other
rights and remedies available to the Company under law or in equity:

                  3.2.1 Specific Performance. The right and remedy to have the
Restrictive Covenants specifically enforced by any court of competent
jurisdiction, it being agreed that any breach of the Restrictive Covenants would
cause irreparable injury to the Company and that money damages would not provide
an adequate remedy to the Company.

                  3.2.2 Accounting. The right and remedy to require the
Executive to account for and pay over to the Company all compensation, profits,
monies, accruals, increments or other benefits derived or received by the
Executive as the result of any action constituting a breach of the Restrictive
Covenants.

            3.3 Severability of Covenants. The Executive acknowledges and agrees
that the Restrictive Covenants are reasonable and valid in duration and
geographical scope and in all other respects. If any court determines that any
of the Restrictive Covenants, or any part thereof, is invalid or unenforceable,
the remainder of the Restrictive Covenants shall not thereby be affected and
shall be given full effect without regard to the invalid portions.

            3.4 Court Review. If any court determines that any of the
Restrictive Covenants, or any part thereof, is unenforceable because of the
duration or geographical scope of, or scope of activities restrained by, such
provision, such court shall have the power to reduce the duration or scope of
such provision, as the case may be, and, in its reduced form, such provision
shall then be enforceable.
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            3.5 Enforceability in Jurisdictions. The Company and the Executive
intend to and hereby confer jurisdiction to enforce the Restrictive Covenants
upon the courts of any jurisdiction within the geographical scope of such
Restrictive Covenants. If the courts of any one or more of such jurisdictions
hold the Restrictive Covenants unenforceable by reason of the breadth of such
scope or otherwise, it is the intention of the Company that such determination
not bar or in any way affect the right of the Company to the relief provided
above in the courts of any other jurisdiction within the geographical scope of
such Restrictive Covenants, as to breaches of such Restrictive Covenants in such
other respective jurisdictions, such Restrictive Covenants as they relate to
each jurisdiction being, for this purpose, severable into diverse and
independent covenants.

      4. Termination.

            4.1 Termination Upon Death. If the Executive dies during the Term,
this Agreement shall terminate; provided, however, that in any such event, the
Company shall pay to the Executive's estate (i) any portion of the Annual Salary
and any Incentive Bonus that shall have been earned by the Executive prior to
the termination but not yet paid; (ii) any Benefits that have vested in the
Executive at the time of such termination as a result of his participation in
any of the Company's benefit plans; and (iii) any expenses with respect to which
the Executive is entitled to reimbursement pursuant to this Agreement. In
addition, the Executive's right to indemnification, payment or reimbursement
pursuant to Section 6 of this Agreement shall not be affected by such
termination and shall continue in full force and effect, both with respect to
proceedings that are threatened, pending or completed at the date of such
termination and with respect to proceedings that are threatened, pending or
completed after that date.

            4.2 Termination With Cause. The Company has the right, at any time
during the Term, subject to all of the provisions hereof, exercisable by serving
notice, effective on or after the date of service of such notice as specified
therein, to terminate the Executive's employment under this Agreement and
discharge the Executive with Cause. If such right is exercised, the Company's
obligation to the Executive shall be limited solely to the payment of unpaid
Annual Salary accrued, together with earned but unpaid Incentive Bonus, if any,
and Benefits vested up to the effective date specified in the Company's notice
of termination. As used in this Agreement, the term "Cause" shall mean and
include (i) chronic alcoholism or controlled substance abuse as determined by a
doctor mutually acceptable to the Company and the Executive; (ii) an act of
proven fraud or dishonesty on the part of the Executive with respect to the
Company or its subsidiaries; (iii) knowing and material failure by the Executive
to comply with material applicable laws and regulations relating to the business
of the Company or its subsidiaries; (iv) the Executive's material and continuing
failure to perform (as opposed to unsatisfactory performance) his duties
hereunder or a material breach by the Executive of this Agreement except, in
each case, where such failure or breach is caused by the illness or other
similar incapacity or disability of the Executive; or (v) conviction of a crime
involving moral turpitude or a felony. Prior to the effectiveness of termination
for Cause under subclause (i), (ii), (iii) or (iv) above, the Executive shall be
given thirty (30) days prior notice from the Board specifically identifying the
reasons which are alleged to constitute Cause for any termination hereunder and
an opportunity to be heard by the Board in the event the Executive disputes such
allegations.
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            4.3 Termination Without Cause. The Company has the right, at any
time during the Term, subject to all of the provisions hereof, exercisable by
serving notice, effective on or after the date of service of such notice as
specified therein, to terminate the Executive's employment under this Agreement
and discharge the Executive without Cause. If the Executive is terminated during
the Term without Cause (including any termination which is deemed to be a
constructive termination without Cause under Section 4.6 hereof), the Company's
obligation to the Executive shall be limited solely to the following:

                  4.3.1 Severance Payments. The Company shall pay the Executive,
in lump sum within thirty (30) days after the date of termination:

                  (i) the amounts otherwise payable to Executive upon his death
      under Section 4.1 hereof; and

                  (ii) an amount equal to: 1) in the event such termination
      occurs within one (1) year after a Change of Control, an amount equal to
      three times (3x) the sum of: (a) the Annual Salary of Executive in effect
      on the date of termination (or, if the Company has reduced the Executive's
      Annual Salary in breach of this Agreement, the Executive's Annual Salary
      immediately before such reduction) plus (b) a bonus equal to fifty percent
      (50%) of such Annual Salary; or 2) in the event such termination occurs at
      any time other than within one (1) year after a Change of Control, an
      amount equal to the sum of: (a) the Annual Salary of the Executive in
      effect on the date of termination (or, if the Company has reduced the
      Executive's Annual Salary in breach of this Agreement, the Executive's
      Annual Salary immediately before such reduction) plus (b) a bonus equal to
      fifty percent (50%) of such Annual Salary; and

                  4.3.2 Extension of Medical Benefits. The Executive shall be
entitled to an extension of medical benefits as provided in clauses (i) or (ii)
below, as applicable:

                  (i) if the Executive has attained age 55 and has completed at
      least five years of continuous service with the Company at the date of his
      termination, the Company will provide the Executive and, if the Executive
      is married, the Executive's spouse and minor dependents with medical and
      dental coverage at a level that in all respects is not less than the
      medical and dental coverage available to the Executive under the Company's
      group health plan as of the Effective Date for the period commencing on
      the date such coverage otherwise would cease due to his termination and
      ending on the earlier of (a) the Executive's attainment of age 65 or (b)
      the date the Executive first becomes covered after the date of his
      termination under another group health plan; provided, however that the
      Executive is not obligated to seek employment following his termination or
      to enroll for coverage under any other group health plan; or

                  (ii) if the Executive has attained not age 55, but has
      completed at least five years of continuous service with the Company at
      the date of his termination, the Company will provide the Executive and,
      if the Executive is married, the Executive's spouse and minor dependents
      with medical and dental coverage at a level that in all respects is not
      less than the medical and dental coverage available to the Executive under
      the Company's group health plan as of the Effective Date, for the period
      commencing on
<PAGE>
      the date such coverage otherwise would cease due to his termination and
      ending on the earlier of (a) three years following the date of the
      Executive's termination or (b) the date the Executive first becomes
      covered after the date of his termination under another group health plan;
      provided, however that the Executive is not obligated to seek employment
      following his termination or to enroll for coverage under any other group
      health plan.

The medical and dental benefits provided to the Executive and, if applicable, to
the Executive's spouse and minor dependents pursuant to this Section 4.3.2 shall
be provided by the Company in a manner such that the Executive will not be
taxable on any reimbursements to or on behalf of the Executive and, if
applicable, to or on behalf of the Executive's spouse. In addition, such medical
and dental benefits shall be provided at no cost to the Executive; provided,
however, that if the Company reasonably determines, based on the advice of its
legal counsel, that the Executive must be taxed on the Company's actual cost of
providing such medical and dental coverage to the Executive (the "Coverage
Cost") to avoid the Executive being taxed on the reimbursements relating to such
coverage, the Company and the Executive agree that the Company will deliver
timely to the Executive appropriate tax information returns to cause the
Executive to include the Coverage Cost in the Executive's income.

            4.4 Termination by the Executive. Any termination of this Agreement
by the Executive during the Term, except such termination as is deemed to be a
constructive termination without Cause by the Company under Section 4.6 of this
Agreement, shall be deemed to be a breach of the terms of this Agreement for the
purposes of Section 3.1.1 hereof and shall entitle the Company to discontinue
payment of all Annual Salary, Incentive Bonus and Benefits not earned and
payable prior to the date of such termination.

            4.5 Termination upon Disability. If during the Term the Executive
becomes physically or mentally disabled, whether totally or partially, as
evidenced by the written statement of a competent physician licensed to practice
medicine in the United States who is mutually acceptable to the Company and the
Executive or his closest relative if he is not then able to make such a choice,
so that the Executive is unable substantially to perform his services hereunder
for (i) a period of four consecutive months, or (ii) for shorter periods
aggregating six months during any twelve (12) month period, the Company may at
any time after the last day of the four consecutive months of disability or the
day on which the shorter periods of disability equal an aggregate of six months,
by written notice to the Executive, terminate the Executive's employment
hereunder and discontinue payments of the Annual Salary, Incentive Bonus and
Benefits accruing from and after the date of such termination. The Executive
shall be entitled to the full compensation payable to him hereunder for periods
of disability shorter than the periods specified in clauses (i) and (ii) of the
previous sentence. In addition, the Executive's right to indemnification,
payment or reimbursement pursuant to Section 6 of this Agreement shall not be
affected by such termination and shall continue in full force and effect, both
with respect to proceedings that are threatened, pending or completed at the
date of such termination and with respect to proceedings that are threatened,
pending or completed after that date.

            4.6 Constructive Termination Without Cause. Notwithstanding any
other provision of this Agreement, the Executive's employment under this
Agreement may be terminated during the Term by the Executive, which shall be
deemed to be constructive termination by the Company without Cause, if one of
the following events shall occur without
<PAGE>
the consent of the Executive: (i) a failure to elect or reelect or to appoint or
reappoint the Executive to the office of Senior Vice President - Marketing or
other material change by the Company of the Executive's functions, duties or
responsibilities which change would reduce the ranking or level, dignity,
responsibility, importance or scope of the Executive's position with the Company
from the position and attributes thereof described in Section 1 above; (ii) the
assignment or reassignment by the Company of the Executive to a location not
within fifty (50) miles of the Company's current location; (iii) the
liquidation, dissolution, consolidation or merger of the Company, or transfer of
all or substantially all of its assets, other than a transaction in which a
successor corporation with a net worth substantially the same as or greater than
that of the Company assumes this Agreement and all obligations and undertakings
of the Company hereunder; (iv) a reduction in the Executive's fixed salary; (v)
a Change of Control as hereinafter defined; (vi) the failure of the Company to
continue to provide the Executive with office space, related facilities and
secretarial assistance that are commensurate with the Executive's
responsibilities to and position with the Company; (vii) the notification by the
Company of the Company's intention not to observe or perform one or more of the
obligations of the Company under this Agreement; (viii) the failure by the
Company to indemnify, pay or reimburse the Executive at the time and under the
circumstances required by Section 6 of this Agreement; (xi) the occurrence of
any other material breach of this Agreement by the Company or any of its
subsidiaries; or (x) the delivery of notice by the Company in accordance with
Section 1.1 hereof that it desires to terminate this Agreement. Any such
termination shall be made by written notice to the Company specifying the event
relied upon for such termination and given within sixty (60) days after such
event. Any constructive termination shall be effective sixty (60) days after the
date the Company has been given such written notice setting forth the grounds
for such termination with specificity; provided, however, that the Executive
shall not be entitled to terminate this Agreement in respect of any of the
grounds set forth above if within sixty (60) days after such notice the action
constituting such ground for termination has been cured and is no longer
continuing. A constructive termination by the Company without Cause shall
terminate the Restrictive Period hereunder.

            4.7 Change of Control. For the purposes hereof, a "Change of Control
of the Company" shall be deemed to have occurred if (i) any "Person" (as such
term is used in Sections 13(d) and 14(d) of the Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Act, directly or
indirectly, of securities of the Company representing thirty-five percent (35%)
or more of the combined voting power of the Company's then outstanding
securities; (ii) there occurs a proxy contest or a consent solicitation, or the
Company is a party to a merger, consolidation, sale of assets, plan of
liquidation or other reorganization, as a consequence of which members of the
Board in office immediately prior to such transaction or event constitute less
than a majority of the Board thereafter; or (iii) during any period of two
consecutive years, other than as a result of an event described in clause (ii)
of this Section 4.7, individuals who at the beginning of such period constituted
the Board (including for this purpose any new director whose election or
nomination for election by the Company's stockholders was approved by a vote of
at least a majority of the directors then still in office who were directors at
the beginning of such period) cease for any reason to constitute at least a
majority of the Board.

      5. Insurance. The Company may, from time to time, apply for and take out,
in its own name and at its own expense, naming itself or one or more of its
affiliates as the designated beneficiary (which it may change from time to
time), policies for life, health, accident, disability
<PAGE>
or other insurance upon the Executive in any amount or amounts that it may deem
necessary or appropriate to protect its interest. The Executive agrees to aid
the Company in procuring such insurance by submitting to medical examinations
and by completing, executing and delivering such applications and other
instruments in writing as may reasonably be required by an insurance company or
companies to which any application or applications for insurance may be made by
or for the Company.

      6. Indemnification.

            6.1 The Company shall, to the maximum extent not prohibited by law,
indemnify the Executive if he is made, or threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Company to procure a judgment in its favor (collectively, a
"Proceeding"), by reason of the fact that the Executive is or was a director or
officer of the Company, or is or was serving in any capacity at the request of
the Company for any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against judgments, fines, penalties,
excise taxes, amounts paid in settlement and costs, charges and expenses
(including attorneys' fees and disbursements) paid or incurred in connection
with any such Proceeding.

            6.2 The Company shall, from time to time, reimburse or advance to
the Executive the funds necessary for payment of expenses, including attorneys'
fees and disbursements, incurred in connection with any Proceeding in advance of
the final disposition of such Proceeding; provided, however, that, if required
by the Texas Business Corporation Act, such expenses incurred by or on behalf of
the Executive may be paid in advance of the final disposition of a Proceeding
only upon receipt by the Company of an undertaking, by or on behalf of the
Executive, to repay any such amount so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right of
appeal that the Executive is not entitled to be indemnified for such expenses.

            6.3 The right to indemnification and reimbursement or advancement of
expenses provided by, or granted pursuant to, this Section 6 shall not be deemed
exclusive of any other rights which the Executive may now or hereafter have
under any law, by law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.

            6.4 The right to indemnification and reimbursement or advancement of
expenses provided by, or granted pursuant to, this Section 6 shall continue as
to the Executive after he has ceased to be a director, officer or employee of
the Company and shall inure to the benefit of the heirs, executors and
administrators of the Executive's estate.

            6.5 The Company shall purchase and maintain director and officer
liability insurance on such terms and providing such coverage as the Board
determines is appropriate, and the Executive shall be covered by such insurance
on the same basis as the other directors and executive officers of the Company.
<PAGE>
            6.6 The right to indemnification and reimbursement or advancement of
expenses provided by, or granted pursuant to, this Section 6 shall be
enforceable by the Executive in any court of competent jurisdiction. The burden
of proving that such indemnification or reimbursement or advancement of expenses
is not appropriate shall be on the Company. Neither the failure of the Company
(including its board of directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that such indemnification or reimbursement or advancement of expenses is
proper in the circumstances nor an actual determination by the Company
(including its board of directors, independent legal counsel, or its
stockholders) that the Executive is not entitled to such indemnification or
reimbursement or advancement of expenses shall constitute a defense to the
action or create a presumption that the Executive is not so entitled. The
Executive shall also be indemnified for any expenses incurred in connection with
successfully establishing his right to such indemnification or reimbursement or
advancement of expenses, in whole or in part, in any such proceeding.

            6.7 If the Executive serves (i) another corporation of which a
majority of the shares entitled to vote in the election of its directors is held
by the Company, or (ii) any employee benefit plan of the Company or any
corporation referred to in clause (i), in any capacity, then he shall be deemed
to be doing so at the request of the Company.

            6.8 The right to indemnification or reimbursement or advancement of
expenses shall be interpreted on the basis of the applicable law in effect at
the time of the occurrence of the event or events giving rise to the applicable
Proceeding.

      7. Other Provisions.

            7.1 Certain Definitions. As used in this Agreement, the following
terms have the following meanings unless the context otherwise requires:

                  (i) "affiliate" with respect to the Company means any other
      person controlled by or under common control with the Company but shall
      not include any stockholder or director of the Company, as such.

                  (ii) "person" means any individual, corporation, partnership,
      firm, joint Company, association, joint-stock company, trust,
      unincorporated organization, governmental or regulatory body or other
      entity.

                  (iii) "subsidiary" means any corporation 50% or more of the
      voting securities of which are owned directly or indirectly by the
      Company.

            7.2 Notices. Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, telegraphed,
telexed, sent by facsimile transmission or sent by certified, registered or
express mail, postage prepaid. Any such notice shall be deemed given when so
delivered personally, telegraphed, telexed or sent by facsimile transmission or,
if mailed, on the date of actual receipt thereof, as follows:
<PAGE>
            (i)   if to the Company, to:

                  Grey Wolf, Inc.
                  10370 Richmond Avenue, Suite 600
                  Houston, Texas 77042

            (ii)  if to the Executive, to:

                  Edward S. Jacob III
                  15706 Barkers Landing Road
                  Houston, TX 77079

Any party may change its address for notice hereunder by notice to the other
party hereto.

            7.3 Entire Agreement. This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior agreements, written or oral, with respect thereto, including, without
limitation, the Employment Agreement dated January 16, 1999, by and between the
Company and the Executive.

            7.4 Waivers and Amendments. This Agreement may be amended,
superseded, canceled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by the parties or, in the
case of a waiver, by the party waiving compliance. No delay on the part of any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof nor shall any waiver on the part of any party of any such right,
power or privilege hereunder, nor any single or partial exercise of any right,
power or privilege hereunder, preclude any other or further exercise thereof or
the exercise of any other right, power or privilege hereunder.

            7.5 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas (without giving effect to the
choice of law provisions thereof) where the employment of the Executive shall be
deemed, in part, to be performed and enforcement of this Agreement or any action
taken or held with respect to this Agreement shall be taken in the courts of
appropriate jurisdiction in Houston, Texas.

            7.6 Assignment. This Agreement, and any rights and obligations
hereunder, may not be assigned by the Executive and may be assigned by the
Company (subject to Section 4.6 (iii) hereof) only to a successor by merger or
purchasers of substantially all of the assets of the Company.

            7.7 Counterparts. This Agreement may be executed in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

            7.8 Headings. The headings in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
<PAGE>
            7.9 No Presumption Against Interest. This Agreement has been
negotiated, drafted, edited and reviewed by the respective parties, and
therefore, no provision arising directly or indirectly herefrom shall be
construed against any party as being drafted by said party.

            7.10 Validity Contest. The Company shall promptly pay any and all
legal fees and expenses incurred by the Executive from time to time as a direct
result of the Company's contesting the due execution, authorization, validity or
enforceability of this Agreement. Executive shall have no obligation to mitigate
damages suffered as a result of termination of his employment with the Company.
The provisions of this Section 7.10 shall survive termination of this agreement.

            7.11 Dispute Resolution. If any dispute arises out of or relates to
this Agreement, or the breach thereof, Executive and the Company agree to
promptly negotiate in good faith to resolve such dispute. If the dispute cannot
be settled by the parties through negotiation, Executive and the Company agree
to try in good faith to settle the dispute by mediation under the Commercial
Mediation Rules of the American Arbitration Association before resorting to
arbitration, litigation or any other dispute resolution procedure. If the
parties are unable to settle the dispute by mediation as provided in the
preceding sentence, any claim, controversy or dispute arising out of or relating
to this Agreement, or the breach thereof, shall be settled by binding
arbitration before a panel of three arbitrators in accordance with the
Commercial Arbitration Rules of the American Arbitration Association. The
arbitration shall be conducted in Houston, Harris County, Texas, or such other
location to which the parties mutually agree. The decision of the arbitrator(s)
shall be final and binding and judgment upon the award rendered may be entered
in any court having jurisdiction thereof.

            7.12 Binding Agreement. This Agreement shall inure to the benefit of
and be binding upon the Company and its respective successors and assigns and
the Executive and his legal representatives.


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

                                        EXECUTIVE


                                        ----------------------------------------
                                        EDWARD S. JACOB III


                                        COMPANY

                                        GREY WOLF, INC.


                                        ----------------------------------------
                                        THOMAS P. RICHARDS,
                                        President and Chief Executive Officer