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                                                                    EXHIBIT 10.4
                                CLOSING AGREEMENT


         This Closing Agreement (this "Agreement") is made and entered into
this 31st day of March, 2000, by and between ODESSA EXPLORATION INCORPORATED,
a Delaware corporation ("Seller"), NORWEST ENERGY CAPITAL, INC., a Texas
corporation ("Buyer"), and KEY ENERGY SERVICES, INC., a Maryland corporation
("Parent").

                                    RECITALS

         Seller is the owner of certain oil and gas leasehold interests in
Carson, Dawson, Glasscock, Hutchinson, Loving, Martin, Midland, Pecos,
Potter, Reagan, Reeves and Upton Counties, Texas.

         On even date herewith, Seller has sold to Buyer, and Buyer has
purchased from Seller, a production payment interest in such oil and gas
leasehold interests.

         As an inducement to Buyer to purchase such production payment
interest, Seller and Parent have agreed to enter into this Agreement, and as
an inducement to Seller to sell such production payment interest, Buyer has
agreed to enter into this Agreement.

                                   AGREEMENTS

         NOW, THEREFORE, in consideration of the mutual benefits and
obligations of the parties contained herein, Buyer, Seller and Parent agree
as follows:

                                    ARTICLE I
                                   DEFINITIONS

         Any capitalized terms used herein but not defined shall have the
meaning given such term in that certain Conveyance of Production Payment of
even date herewith between Seller and Buyer, a copy of which is attached
hereto as Exhibit A (the "Conveyance").

                                   ARTICLE II
                       ACKNOWLEDGMENT OF PURCHASE AND SALE

         2.1 PURCHASE AND SALE. In consideration of the execution and
delivery by Seller of this Agreement, the Conveyance and that certain
Production and Delivery Agreement dated of even date herewith, a copy of
which is attached hereto as Exhibit B (the "Production

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and Delivery Agreement") (the Conveyance and the Production and Delivery
Agreement, together with any other documents or instruments referred to
hereunder, being herein referred to as the "Closing Documents"), and as full
payment of the purchase price for the Production Payment conveyed by Seller
to Buyer pursuant to the Conveyance, Buyer has paid to Seller, and Seller
acknowledges receipt of, an amount equal to $20,000,000.00.

         2.2      ADDITIONAL ACTIONS TAKEN. In connection with the purchase
by Buyer of the Production Payment from Seller, Buyer and Seller acknowledge
that the following events have taken place on or prior to the date hereof:

                  (a) Seller and Buyer have each executed and delivered to the
         other multiple counterparts of the Conveyance and the Production and
         Delivery Agreement;

                  (b) Seller has executed and delivered to Buyer such financing
         statements as Buyer has reasonably deemed necessary or appropriate to
         perfect the liens and security interests granted to Buyer pursuant to
         Section 14 of the Production and Delivery Agreement;

                  (c) Seller has executed and delivered to Buyer letters in lieu
         of transfer orders addressed in blank covering Hydrocarbons produced
         from or attributable to each of the Subject Interests;

                  (d) Seller has executed and delivered to Buyer such other
         instruments as Buyer has reasonably requested in order to effectuate
         the conveyance of the Production Payment to Buyer;

                  (e) Seller has delivered to Buyer a certificate of Seller's
         secretary certifying resolutions of the board of directors of Seller
         authorizing and approving the transactions contemplated in the
         Conveyance and the Production and Delivery Agreement;

                  (f) Seller has paid Buyer or Buyer's designee transaction fees
         totaling $565,000.00;

                  (g) Seller has delivered to Buyer an opinion of Porter &
         Hedges, L.L.P., counsel for Seller and Parent, in the form attached
         hereto as Exhibit C, and such opinion to cover corporate matters, due
         authorization, enforceability and no violations; and

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                  (h) Other than Permitted Liens, Seller has delivered to Buyer
         a release of any liens and mortgages burdening the Subject Interests.

         2.3      RECORDING OF CERTAIN DOCUMENTS. After the date hereof,
Buyer shall cause (a) counterparts of the Conveyance, the Production and
Delivery Agreement and associated financing statements to be filed for record
in all appropriate records in Carson, Dawson, Glasscock, Hutchinson, Loving,
Martin, Midland, Pecos, Potter, Reagan, Reeves and Upton Counties, Texas and
(b) a counterpart of the financing statement associated with the Production
and Delivery Agreement to be filed with the Secretary of State of the State
of Texas. Seller shall reimburse Buyer for all documentary, filing and
recording fees required in connection with the filing and recording of such
Closing Documents.

                                   ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF SELLER

         3.1      REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby
represents and warrants to Buyer as follows:

                  (a) To the best of Seller's Knowledge (Seller's Knowledge
         shall mean the actual, not deemed, Knowledge of senior management of
         Seller), all of the information, reports and other data furnished by
         Seller to Buyer, or made available for review by Buyer, in connection
         with the transactions described herein all of which information is
         specifically described in Schedule 3.1(a) attached hereto and made a
         part hereof, is accurate and complete in all material respects and none
         of such information, reports or data contains an untrue statement of a
         material fact or omits to state any material fact which is necessary in
         order to make the statements therein, in light of the circumstances
         under which they were made, not misleading.

                  (b) The actions of Seller in furnishing information to Buyer
         in connection with the transactions described herein do not and will
         not violate any duty owed by Seller to any person to which such
         information relates or any obligation of Seller under any existing
         agreement.

                  (c) Seller owns Good and Marketable Title (as defined below)
         to the Subject Interests and, to the best of Seller's Knowledge, any
         other real or personal property interests of Seller used in connection
         with or attributable in any way to the Subject Interests (the Subject
         Interests and such other real or personal property interests being
         herein collectively referred to as the

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         "Assets"). As used herein, the term "Good and Marketable Title" means
         such record title that:

                           (i) in the case of the Subject Interests, (1)
                  entitles Seller to receive a percentage of all Hydrocarbons
                  produced, saved and marketed from each Subject Well not less
                  than the net revenue interest set forth in Exhibit A to the
                  Conveyance for such well, without reduction, suspension or
                  termination for the respective productive life of such well,
                  (2) obligates Seller to bear a percentage of the costs and
                  expenses relating to operations on and the maintenance and
                  development of each Subject Well not greater than the
                  undivided leasehold or working interest set forth in Exhibit A
                  to the Conveyance for such well, without increase for the
                  respective productive life of each such well, (3) entitles
                  Seller to a share of the working interest or operating rights
                  in each Subject Well which is not less than the undivided
                  leasehold or working interest set forth in Exhibit A to the
                  Conveyance for such well and (4) is free and clear of any
                  encumbrances, liens, mortgages, or pledges, preferential
                  purchase rights or requirements for consents to assignment
                  applicable to or exercisable as a result of the Conveyance,
                  and any other defects that would materially affect or
                  interfere with the operation, use, possession, ownership or
                  value thereof, except for the Permitted Encumbrances; and

                           (ii) in the case of the Assets other than the Subject
                  Interests, constitutes good and indefeasible title, free and
                  clear of all encumbrances, liens, mortgages, or pledges,
                  preferential purchase rights or requirements for consents to
                  assignment applicable to or exercisable as a result of the
                  Conveyance, and any other defects that would materially affect
                  or interfere with the operation, use, possession, ownership or
                  value thereof, except for the Permitted Encumbrances.

                  (d)      All Taxes imposed or assessed with respect to or
         measured by or charged against or attributable to the Assets have been
         duly paid (except for those Taxes being disputed in good faith).


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                  (e) Except as may be set forth on Exhibit D, there are no
         suits or proceedings pending or, to the best of Seller's Knowledge,
         threatened against Seller or the Assets before any court, or by or
         before any governmental commission, bureau or any regulatory authority,
         that if decided adversely to the interest of Seller could materially
         adversely affect Seller, any of the Assets or the rights of Buyer under
         the Closing Documents.

                  (f) The Leases are in full force and effect; and, to the best
         of Seller's Knowledge, Seller has complied with the terms of all
         governmental orders or directives naming Seller or applicable directly
         to the Subject Interests.

                  (g) All rents and royalties with respect to the Leases have
         been paid in a timely manner, and all liabilities of any kind or nature
         incurred with respect to the Leases have been paid before delinquent;
         Seller has not received any notice of default or, to the best of
         Seller's Knowledge, Seller has not received any notice of a claimed
         default with respect to the Subject Interests or any Lease or any part
         thereof; and, to the best of Seller's Knowledge, all wells, facilities
         and equipment which constitute part of the Assets are in good repair
         and working condition and have been designed, installed and maintained
         in accordance with good industry standards and all applicable legal
         requirements other than which would not have a material adverse effect
         on the ownership or operation of the Subject Interests.

                  (h) Except as set forth in Exhibit D, neither the Subject
         Interests nor the Hydrocarbons attributable thereto are subject,
         committed or dedicated to any contract, agreement or arrangement
         regarding the gathering, transportation, processing, storing, delivery,
         sale, use or marketing thereof; and no third party has any call, right
         of first refusal or preferential right to purchase any such
         Hydrocarbons.

                  (i) Except as set forth in Exhibit D, Seller is not a party to
         or bound by, and the Subject Interests and the Hydrocarbons
         attributable thereto are not encumbered or affected by, any gas
         balancing, deferred production, gas banking or similar agreement or
         arrangement; and except as shown on Exhibit D, Seller is not in an
         "overlift," "over-produced," or similar status under any such agreement
         or arrangement.

                  (j) Neither the Subject Interests nor the Hydrocarbons
         attributed thereto is subject to any contract, agreement or arrangement
         (including,

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         without limitation, advance payment agreements, prepayments,
         take-or-pay makeup obligations or otherwise) whereby the owner of such
         Hydrocarbons or any part thereof is not entitled to convey such
         Hydrocarbons or to market such Hydrocarbons and to obtain the full
         market price or value of the same.

                  (k) To the best of Seller's Knowledge, the Subject Interests
         have been operated in accordance with all laws, rules and regulations
         of all governmental authorities having or asserting jurisdiction
         relating to the ownership and operation of the Subject Interests,
         including the production of Hydrocarbons attributable thereto, and,
         except as set forth on Exhibit D, are not subject to reduced allowances
         or other penalties on account of overproduction or otherwise. To the
         best of Seller's Knowledge, the Subject Interests are, and at all times
         have been, operated in accordance with all laws, rules, regulations and
         decisions (including any requirements under applicable common law)
         relating to the protection or conservation of human health or safety or
         the environment, and no conditions exist on the land covered by the
         Subject Interests that are in violation of such laws, rules,
         regulations or decisions or that require the taking of remedial action
         under such laws, rules, regulations or decisions which would have a
         material adverse effect on the ownership or operation of the Subject
         Interests.

                  (l) Seller is a corporation duly organized, validly existing
         and in good standing under the laws of the State of Delaware, is duly
         qualified and in good standing as a foreign corporation in the State of
         Texas, and has the legal right, power and authority, and qualifications
         to conduct its business and own its properties (including the Subject
         Interests); and Seller has the legal right, power and authority (i) to
         execute and deliver the Conveyance and to convey to Buyer the
         Production Payment and all of the rights and privileges appurtenant
         thereto and (ii) to execute and deliver this Agreement and those of the
         Closing Documents to which it is a party and perform all of its
         obligations under the same.

                  (m) The execution, delivery and performance by Seller of those
         of the Closing Documents to which it is a party are within its
         corporate powers, have been duly authorized by all necessary corporate
         action on the part of Seller and do not and will not (i) violate any
         provision of law or any rule, regulation, order, writ, judgment,
         decree, or determination currently in effect having applicability to
         Seller or Seller's certificate of incorporation, bylaws, or other
         governing documents, (ii) result in a breach of or constitute a default

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         under any indenture, bank loan or credit agreement to which Seller is a
         party or by which Seller or its properties may be currently bound or
         affected, (iii) result in a breach of or constitute a default under any
         farmout agreement, program agreement or operating agreement, or any
         other agreement or instrument (other than any indenture, bank loan or
         credit agreement) to which Seller is a party or by which Seller or its
         properties may be currently bound or affected which would have a
         material adverse effect on the Production Payment , (iv) result in or
         require the creation or imposition of any mortgage, lien, pledge,
         security interest, charge, or other encumbrance upon or of any of the
         properties or assets of Seller (including the Subject Interests) under
         any such indenture, bank loan or credit agreement or (v) result in or
         require the creation or imposition of any mortgage, lien, pledge,
         security interest, charge, or other encumbrance upon or of any of the
         properties or assets of Seller (including the Subject Interests) under
         any other agreement or instrument (other than any indenture, bank loan
         or credit agreement) which would have a material adverse effect on the
         Production Payment; and Seller is not in default under any such order,
         writ, judgment, decree, determination, indenture, agreement, or
         instrument in any way that now or in the future will materially
         adversely affect the ability of Seller to perform its obligations under
         this Agreement or those of the Closing Documents to which it is a
         party; and all consents or approvals under such indentures, agreements,
         and instruments necessary to permit valid execution, delivery, and
         performance by Seller of those of the Closing Documents to which Seller
         is a party and the conveyance of the Production Payment to Buyer have
         been obtained.

                  (n) This Agreement and each of the Closing Documents to which
         Seller is a party has been duly executed and delivered by Seller and
         constitutes the legal, valid, and binding acts and obligations of
         Seller enforceable against Seller in accordance with its terms,
         subject, however, to bankruptcy, insolvency, reorganization, and other
         laws affecting creditors' rights generally and, with regard to any
         equitable remedies, to the discretion of the court before which
         proceedings to obtain such remedies may be pending. There are no
         bankruptcy, insolvency, reorganization, receivership or arrangement
         proceedings pending, being contemplated by, or to the Knowledge of
         Seller, threatened against Seller.

                  (o) Parent is a corporation duly organized, validly existing
         and in good standing under the laws of the State of Maryland, is duly
         qualified and in good standing as a foreign corporation in the State of
         Texas, and has the

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         legal right, power and authority, and qualifications to conduct its
         business and own its properties; and Parent has the legal right, power
         and authority to execute and deliver those of the Closing Documents to
         which it is a party and perform all of its obligations under the same.

                  (p) The execution, delivery and performance by Parent of this
         Agreement are within its corporate powers, been duly authorized by all
         necessary corporate action on the part of Parent and do not and will
         not (i) violate any provision of law or any rule, regulation, order,
         writ, judgment, decree, or determination currently in effect having
         applicability to Parent or Parent's certificate of incorporation,
         bylaws, or other governing documents, (ii) result in a breach of or
         constitute a default under any indenture, bank loan or credit agreement
         to which Parent is a party or by which Parent or the capital stock of
         Seller may be currently bound or affected except as disclosed on
         Exhibit E, or (iii) result in or require the creation or imposition of
         any mortgage, lien, pledge, security interest, charge, or other
         encumbrance upon the capital stock of Seller under any such indenture,
         bank loan or credit agreement; and Parent is not in default under any
         such order, writ, judgment, decree, determination, indenture,
         agreement, or instrument in any way that now or in the future will
         materially adversely affect the ability of Parent to perform its
         obligations under those of the Closing Documents to which it is party;
         and all consents or approvals under such indentures, agreements, and
         instruments necessary to permit valid execution, delivery, and
         performance by Parent of those of the Closing Documents to which it is
         a party have been obtained.

                  (q) Each of the Closing Documents to which Parent is a party
         has been duly executed and delivered by Parent and constitutes the
         legal, valid, and binding acts and obligations of Parent enforceable
         against Parent in accordance with its terms, subject, however, to
         bankruptcy, insolvency, reorganization, and other laws affecting
         creditors' rights generally and, with regard to any equitable remedies,
         to the discretion of the court before which proceedings to obtain such
         remedies may be pending. There are no bankruptcy, insolvency,
         reorganization, receivership or arrangement proceedings pending, being
         contemplated by, or to the Knowledge of Seller, threatened against
         Parent.

                  (r) Upon due execution and delivery by Seller of the
         Conveyance, (i) the Conveyance will constitute the legal, valid, and
         binding conveyance of

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         the Production Payment out of the entire Subject Interests, subject to
         (x) general principles of equity (regardless of whether such
         enforceability is considered in a proceeding at law or in equity) (y)
         matters of public policy and (z) other applicable laws and procedures
         which may affect the rights and remedies provided therein, (ii) the
         Production Payment will constitute an interest in real property, (iii)
         the Production Payment will constitute a "production payment" within
         the meaning of Section 541 of the United States Bankruptcy Code, and
         (iv) neither the Conveyance nor any Subject Interest will or does
         constitute an executory contract or unexpired lease within the meaning
         of Section 365 of the United States Bankruptcy Code.

                  (s) All consents and waivers of preferential purchase or other
         rights necessary to permit the valid conveyance to Buyer of the
         Production Payment and execution and delivery of this Agreement and the
         Closing Documents have been obtained or the time for giving such
         consents or waivers has expired following a written request therefor.

                  (t) All advance notifications to third parties of the
         transactions contemplated herein and in the Closing Documents necessary
         to permit the valid conveyance to Buyer of the Production Payment and
         execution and delivery of this Agreement and the Closing Documents have
         been timely and properly given.

                  (u) To the best of Seller's Knowledge, no authorization,
         consent, approval, license, or exemption of, and no filing or
         registration with, any court or governmental department, commission,
         board, bureau, agency, or instrumentality, domestic or foreign, is
         necessary to the valid execution and delivery by Seller of, or the
         performance by Seller of its obligations under, this Agreement or the
         Closing Documents that has not been obtained or performed or the period
         for objection thereto expired.

                  (v) No fire, explosion, accident, earthquake, act of public
         enemy, or other casualty (regardless of whether covered by insurance)
         adversely affecting any material portion of the Subject Interests or
         the operation thereof, or adversely affecting the ability of Seller to
         perform its obligations under this Agreement or the Closing Documents,
         has occurred.

                  (w) To the best of Seller's Knowledge, seller has obtained all
         permits, licenses and other authorizations which are required under
         federal,

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         state and local laws with respect to pollution or protection of the
         environment relating to Subject Interests, the failure of which to
         obtain would materially adversely affect the value, use or operation of
         any of the Subject Interests; and Seller (with respect to the Assets
         operated by it), and to the best of Seller's Knowledge third parties
         operating the Assets for Seller (with respect to the Assets not
         operated by Seller) are in compliance in all material respects with all
         terms and conditions of such laws, permits, licenses and
         authorizations, relating to the Assets, the failure with which to
         comply would materially adversely affect the value, use or operation of
         any Subject Interest; and neither Seller nor, to Seller's Knowledge,
         any third party operator of the Subject Interests has received notice
         alleging or suggesting the violation of, or indicating that there will
         or may be an investigation relating to the possible violation of, any
         federal, state or local laws (including common law) with respect to
         pollution or protection of the environment, in either case which
         involves the Subject Interests.

                  (y) The financial statements furnished to Buyer listed as
         Schedule 3.1(a) have been prepared in accordance with generally
         accepted accounting principles, consistently applied, and fairly and
         accurately reflect the financial condition of Seller as of such date
         and the results of operations for such periods, as applicable, and
         Seller's financial position has not suffered a material adverse change
         since the date of such financial statements.

                                   ARTICLE IV
                     REPRESENTATIONS AND COVENANTS OF PARENT

         4.1 REPRESENTATIONS OF PARENT. Parent represents and warrants that it
owns good and indefeasible title to all of the capital stock of Seller free and
clear of all security interests, liens, adverse claims or options.

         4.2 COVENANTS OF PARENT. Parent covenants and agrees that it will not
pledge, mortgage, or otherwise encumber, create or suffer a security interest to
exist in or sell, assign, or otherwise transfer any of the capital stock of
Seller.

                                    ARTICLE V
                            REPRESENTATIONS OF BUYER

         5.1 REPRESENTATIONS OF BUYER. Buyer hereby represents and warrants to
Seller as follows:

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                  (a) Buyer is a corporation duly organized and validly existing
         under the laws of the State of Texas. The execution, delivery and
         performance of this Agreement and the transactions described herein
         have been duly and validly authorized by all necessary corporate action
         on the part of Buyer.

                  (b) This Agreement and each of the Closing Documents has been
         duly executed and delivered on behalf of Buyer and constitutes the
         legal, valid and binding obligations of Buyer enforceable against it in
         accordance with their terms, subject, however, to bankruptcy,
         insolvency, reorganization and other laws affecting creditors' rights
         generally and with regard to any equitable remedies, to the discretion
         of the court before which proceedings to obtain such remedies may be
         pending.

                                   ARTICLE VI
                                  MISCELLANEOUS

         6.1      ANNOUNCEMENTS. Each party covenants and agrees with the
other that, subject to applicable law, each party shall promptly advise and
consult with the other and obtain the other's written consent before issuing
any press release with respect to this Agreement or the transactions
described herein.

         6.2      FURTHER ASSURANCES. Seller and Buyer agree to take all such
further actions and to execute, acknowledge and deliver all such further
documents that are necessary or useful to effectuate the conveyance of the
Production Payment and to carry out the purposes of this Agreement or any of
the Closing Documents.

         6.3      SURVIVAL. The representations, warranties, covenants,
agreements and indemnities in this Agreement and the Closing Documents shall
survive the Closing and the consummation of the transactions described herein
and therein.

         6.4      EXPENSES. Seller shall reimburse Buyer for all legal and
title and environmental due diligence fees, costs and expenses reasonably
incurred by Buyer with respect to the negotiation, documentation and
consummation of the transactions described herein. Each party hereto shall
bear and be responsible for all other fees, costs and expenses incurred with
respect to the transaction described herein (including accounting and
engineering expenses). Seller shall indemnify and hold harmless Buyer from
and against any and all liability for any brokers' or

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finders' fees arising with respect to brokers or finders retained or engaged by
Seller in respect of the transactions described herein and Buyer shall indemnify
and hold harmless Seller from and against any and all liability for any brokers'
or finders' fees arising with respect to brokers or finders retained or engaged
by Buyer in respect of the transactions described herein.

         6.5      NOTICES. All notices, requests, demands, instructions and
other communications required or permitted to be given hereunder shall be
delivered in the manner and to the addresses of Seller and Buyer as provided
in the Production and Delivery Agreement.

         6.6      INDEMNIFICATION. (a) Until the termination of the
Production Payment, Seller shall fully defend, protect, indemnify and hold
harmless Buyer, its successors and assigns, its officers, employees,
representatives and agents ("Indemnified Parties") from and against any and
all losses which may be suffered by Indemnified Parties and from and against
any and all claims, demands, suits and causes of action (collectively
"Claims") of every kind and character (together with reasonable attorneys'
fees and costs of defense) relating to, arising out of, or in any way
incidental to the breach of any warranty or representation contained in this
Agreement, regardless of whether Buyer may have known of such breach or of
the condition giving rise to such breach. Without limiting the foregoing, if
the representation and warranty contained in Section 3.1(r)(iv) is breached
and the Conveyance or any Subject Interest is rejected as an unexpired lease
or executory contract pursuant to any of the provisions of Section 365 of the
United States Bankruptcy Code, the damages recoverable as a result of such
rejection shall equal the value as of the date of rejection of the future
Hydrocarbons delivery obligations remaining under the Conveyance at the time
of the rejection determined in a commercially reasonably manner. Seller
acknowledges that the mortgage, lien and security interest granted in Section
14 of the Production and Delivery Agreement secures, among other things, any
amount owed pursuant to this Section 6.6.

                  (b) If any Indemnified Party discovers or otherwise becomes
aware of an indemnification Claim arising under Section 6.6(a) of this
Agreement, such Indemnified Party shall give written notice to the Seller,
specifying such Claim, and may thereafter exercise any remedies available to
such Indemnified Party under this Agreement; PROVIDED, that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the Seller
of any obligations hereunder, to the extent the Indemnifying Party is not
materially prejudiced thereby. Further, promptly after receipt by an Indemnified
Party hereunder of written notice of the commencement of any action or
proceeding with respect to which a Claim for indemnification may be made
pursuant to Section 6.6(a), such Indemnified Party shall, if a Claim in respect
thereof is to be made against Seller, give written notice to the latter of the
commencement of such action; PROVIDED, that the failure of any Indemnified Party
to give notice as provided herein shall not relieve Seller of any obligations
hereunder, to the extent the Indemnifying Party is not materially prejudiced
thereby. In case any such action is brought against an Indemnified Party, the
Seller shall be entitled to participate in

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and to assume the defense thereof to the extent that it may wish, with counsel
reasonably satisfactory to such Indemnified Party, and after such notice from
the Seller to such Indemnified Party of its election so to assume the defense
thereof, the Seller shall not be liable to such Indemnified Party for any legal
fees and expenses subsequently incurred by the latter in connection with the
defense thereof unless the Seller has failed to assume the defense of such Claim
and to employ counsel reasonably satisfactory to such Indemnified Party. The
Seller shall not be liable for the fees and expenses of more than one counsel in
any single jurisdiction for all parties indemnified by the Seller with respect
to such Claim or with respect to Claims separate but similar or related in the
same jurisdiction arising out of the same general allegations. Notwithstanding
any of the foregoing to the contrary, the Indemnified Party will be entitled to
select its own counsel and assume the defense of any action brought against it
if the Seller fails to select counsel reasonably satisfactory to the Indemnified
Party, the expenses of such defense to be paid by the Seller. The Seller shall
not consent to entry of any judgment or enter into any settlement with respect
to a Claim without the consent of the Indemnified Party, which consent shall not
be unreasonably withheld, or unless such judgment or settlement includes as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability with respect to such Claim. No
Indemnified Party shall consent to entry of any judgment or enter into any
settlement of any such action, the defense of which has been assumed by the
Seller, without the consent of the Seller, which consent shall not be
unreasonably withheld.

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

         6.8    SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and, subject to the following restriction, shall inure to the benefit of the
parties hereto and their respective permitted successors and assigns. Buyer
or Buyer's successors and assigns, shall not partially transfer, sell,
convey, assign or mortgage their respective rights or obligations hereunder
to any third party without the prior written consent of Seller. Nothing
contained herein shall in any way limit or restrict the right of Buyer, or
Buyer's successors and assigns to transfer, sell, convey, assign or mortgage
all of the Production Payment and all of the respective rights or obligations
hereunder appertaining thereto without the consent of Seller. Except to the
extent same is effected in connection with and as a part of an assignment
permitted by the Conveyance, Seller shall not transfer, assign or pledge its
rights or obligations hereunder without the prior written consent of Buyer.

         6.9    SCHEDULES AND EXHIBITS. The Exhibits attached hereto and
referred to herein constitute a part of this Agreement.

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         6.10    ENTIRE AGREEMENT; AMENDMENTS; WAIVERS. This Agreement and
the Closing Documents constitute the entire agreement between the parties
hereto with respect to the transactions described herein, superseding all
prior negotiations, discussions, agreements and understandings, whether oral
or written, relating to such subject matter. This Agreement may not be
amended and no rights hereunder may be waived except by a written document
signed by the party to be charged with such amendment or waiver. No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether or not similar) nor shall such
waiver constitute a continuing waiver unless otherwise expressly provided.

         6.11    COUNTERPARTS. This Agreement may be executed by Buyer and
Seller in any number of counterparts, each of which shall be deemed an
original instrument, but all of which together shall constitute but one and
the same instrument.

         6.12    NO THIRD-PARTY BENEFICIARY. This Agreement is not intended
to create, nor shall it be construed to create, any rights in any third party
under doctrines concerning third-party beneficiaries.

         6.13    EXECUTION BY PARENT. Parent's execution of this Agreement is
for the sole purpose of making the representations and covenants set forth in
Article IV.

         EXECUTED on the date first set forth above.

                                         SELLER:

                                             ODESSA EXPLORATION INCORPORATED


                                             By: /s/ D. Kirk Edwards
                                                 -----------------------------
                                                     D. Kirk Edwards
                                                     President

                                         PARENT:

                                                  KEY ENERGY SERVICES, INC.


                                             By: /s/ Jack D. Loftis, Jr.
                                                 -----------------------------
                                                     Jack D. Loftis, Jr.
                                                     Senior Vice President and
                                                     General Counsel

                                       14
<PAGE>

                                            BUYER:

                                                 NORWEST ENERGY CAPITAL, INC.

                                                 By:   /s/ Mark D. McKinney
                                                    ---------------------------
                                                 Mark D. McKinney
                                                 Senior Vice President

EXHIBITS

A  -  Conveyance of Production Payment
B  -  Production and Delivery Agreement
C  -  Opinion of Counsel
D  -  Seller's Disclosure Statement