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                                                                    EXHIBIT 10.7

                              EMPLOYMENT AGREEMENT

       THIS EMPLOYMENT AGREEMENT ("Agreement") is made by and between MARINE
DRILLING COMPANIES, INC. ("Company") and T. SCOTT O'KEEFE ("Executive").

                              W I T N E S S E T H:

       WHEREAS, Company is desirous of employing Executive in an executive
capacity on the terms and conditions, and for the consideration, hereinafter
set forth and Executive is desirous of being employed by Company on such terms
and conditions and for such consideration;

       NOW, THEREFORE, for and in consideration of the mutual promises,
covenants and obligations contained herein, Company and Executive agree as
follows:

ARTICLE 1:  EMPLOYMENT, DUTIES AND REPRESENTATIONS

       1.1    EMPLOYMENT; EFFECTIVE DATE.  Company agrees to employ Executive
and Executive agrees to be employed by Company, beginning as of the Effective
Date (as hereinafter defined) and continuing for the period of time set forth
in Article 2 of this Agreement, subject to the terms and conditions of this
Agreement.  For purposes of this Agreement, the "Effective Date" shall be
January 12, 1998, and the "Commencement Date" shall be January 16, 1998.

       1.2    POSITION.  From and after the Effective Date, Company shall
employ Executive in the position of Senior Vice President and Chief Financial
Officer of Company, or in such other positions as the parties mutually may
agree.

       1.3    DUTIES AND SERVICES.  Executive agrees to serve in the position
referred to in paragraph 1.2 and to perform diligently and to the best of his
abilities the duties and services appertaining to such office, as well as such
additional duties and services appropriate to such office which the parties
mutually may agree upon from time to time.  Executive's employment shall also
be subject to the policies maintained and established by Company, as the same
may be amended from time to time that are applicable to employees generally.

       1.4    OTHER INTERESTS.  Executive agrees, during the period of his
employment by Company from and after the Commencement Date, to devote his
primary business time, energy and best efforts to the business and affairs of
Company and its affiliates and not to engage, directly or indirectly, in any
other business or businesses, whether or not similar to that of Company, except
with the consent of the Board of Directors of Company (the "Board of
Directors").  The foregoing notwithstanding, the parties recognize and agree
that Executive may engage in passive personal investments and other business
activities that do not conflict with the business and affairs of Company or
interfere with Executive's performance of his duties hereunder.  Executive
represents to Company that the execution, delivery and performance of this
Agreement by Executive will not violate or conflict with any non-competition or
similar agreement to which Executive is subject.
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       1.5    DUTY OF LOYALTY.  Executive acknowledges and agrees that
Executive owes a fiduciary duty of loyalty, fidelity and allegiance to act at
all times in the best interests of Company and to do no act which would injure
the business, interests, or reputation of Company or any of its subsidiaries or
affiliates.  In keeping with these duties, Executive shall make full disclosure
to Company of all business opportunities pertaining to Company's business and
shall not appropriate for Executive's own benefit business opportunities
concerning the subject matter of the fiduciary relationship.

       1.6    REPRESENTATIONS.  Executive represents and warrants to Company
that neither the execution of this Agreement by Executive nor the performance
by Executive of his obligations under this Agreement will result in a violation
or breach of, or constitute a default under, the provisions of any contract,
agreement, or other instrument to which Executive is a party.

ARTICLE 2:  TERM AND TERMINATION OF EMPLOYMENT

       2.1    TERM.  Unless sooner terminated pursuant to other provisions
hereof, Company agrees to employ Executive for the period beginning on the
Effective Date and ending on the second anniversary of the Commencement Date
(the "Initial Term").  Said term of employment shall be extended automatically
for an additional successive one-year period as of the last day of the Initial
Term and as of the last day of each such successive one-year period of time
thereafter that this Agreement is in effect; provided, however, that if, prior
to ninety days before the last day of the Initial Term or any such one-year
term of employment, either party shall give written notice to the other that no
such automatic extension shall occur, then Executive's employment shall
terminate on the last day of the Initial Term or the one-year term of
employment, as applicable, during which such notice is given.

       2.2    COMPANY'S RIGHT TO TERMINATE.  Notwithstanding the provisions of
paragraph 2.1, Company shall have the right to terminate Executive's employment
under this Agreement at any time for any of the following reasons:

                     (i)    upon Executive's death;

                     (ii)   upon Executive's becoming incapacitated by
              accident, sickness or other circumstance which renders him
              mentally or physically incapable of performing the duties and
              services required of him hereunder on a full-time basis for a
              period of at least 90 consecutive days or for a period of 120
              days during any 12-month period;

                     (iii)  for cause, which for purposes of this Agreement
              shall mean Executive (A) has engaged in gross negligence or
              willful misconduct in the performance of the duties required of
              him hereunder, (B) has been convicted of a felony or has been
              convicted without further right of appeal of a misdemeanor
              involving moral turpitude, (C) has willfully refused without
              proper legal reason to perform the duties and responsibilities
              required of him hereunder, (D) has materially breached any
              material corporate policy or code of conduct established by
              Company, or (E) has





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              willfully engaged in conduct that he knows or should know is
              materially injurious to Company or any of its affiliates;

                     (iv)   for Executive's material breach of any material
              provision of this Agreement which, if correctable, remains
              uncorrected for 30 days following written notice to Executive by
              Company of such breach; or

                     (v)    for any other reason whatsoever, in the sole
              discretion of the Board of Directors.

       2.3    EXECUTIVE'S RIGHT TO TERMINATE.  Notwithstanding the provisions
of paragraph 2.1, Executive shall have the right to terminate his employment
under this Agreement at any time for any of the following reasons:

                     (i)    (A) a material breach by Company of any material
              provision of this Agreement, including without limitation the
              assignment to Executive of duties materially inconsistent with
              duties of the Senior Vice President and Chief Financial Officer
              of Company, which, if correctable, remains uncorrected for 30
              days following written notice of such breach by Executive to
              Company or (B) a change within the prior thirty days of the
              location of Executive's principal place of employment by Company
              by more than fifty miles from the location of the Company's
              principal executive office as of the date hereof; or

                     (ii)   for any other reason whatsoever, in the sole
              discretion of Executive.

       2.4    NOTICE OF TERMINATION.  If Company or Executive desires to
terminate Executive's employment hereunder at any time prior to expiration of
the term of employment as provided in paragraph 2.1, it or he shall do so by
giving written notice to the other party that it or he has elected to terminate
Executive's employment hereunder and stating the effective date and reason for
such termination, provided that no such action shall alter or amend any other
provisions hereof or rights arising hereunder, including, without limitation,
the provisions of Articles 4 and 5 hereof.

ARTICLE 3:  COMPENSATION AND BENEFITS

       3.1     BASE SALARY.  During the period of this Agreement, Executive
shall receive a minimum annual base salary commencing from and after the
Commencement Date equal to the greater of (i) $210,000 or (ii) such amount as
the parties mutually may agree upon from time to time.  Executive's annual base
salary shall be paid in equal installments in accordance with the Company's
standard policy regarding payment of compensation to executives but no less
frequently than monthly.

       3.2    BONUSES.  Executive shall receive such bonuses, if any, as
Company shall determine in its sole discretion; provided, however, that
Executive shall receive a sign-on bonus of $75,000 on the Commencement Date of
this Agreement.





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       3.3    INITIAL STOCK OPTION.  On the Effective Date of this Agreement
(the "Date of Grant"), Company shall grant to Executive an option (the "Initial
Option") to purchase 175,000 shares of Company's common stock ("Stock")
pursuant to The Marine Drilling 1992 Long Term Incentive Plan, as amended (the
"Plan").  The purchase price for each share of Stock subject to the Initial
Option shall be $18.125 per share.  Subject to the terms of the Plan and the
agreement to be executed by Company and Executive evidencing the Initial
Option, the Initial Option shall (i) have a term of 10 years (which term shall
begin on the Date of Grant), (ii) vest and become exercisable with respect to
(A) 25 % of the shares covered thereby on the first anniversary of the Date of
Grant, (B) an additional 25 % of the shares covered thereby on the second
anniversary of the Date of Grant, (C) an additional 25% of the shares covered
thereby on the third anniversary of the Date of Grant, and (D) an additional
25% of the shares covered thereby on the fourth anniversary of the Date of
Grant, and (iii) become vested and fully exercisable by Executive upon the
occurrence of a "Change in Control" (as such term is defined in the Plan) while
Executive is employed by Company.

       3.4    LOAN GUARANTEE.  At any time after the Effective Date of this
Agreement and for a term not to extend beyond March 3, 1998, Company agrees,
subject to terms and conditions to be mutually agreed upon by and between
Company and Executive, to guarantee a loan (the "Loan") obtained by Executive
from a commercial lending institution on commercially reasonable terms, not to
exceed the sum of (i) the amount necessary for Executive to purchase 300,000
shares of common stock of Grey Wolf, Inc. at $1.50 per share pursuant to
existing stock options (ii) the amount of any federal tax withholding thereon
by Grey Wolf, Inc. pursuant to such purchase by Executive and (iii) the cost of
derivatives described below.  In addition, Company agrees to reimburse
Executive for the interest paid by Executive on the Loan through March 3, 1998.
If Company is required to pay any principal on the Loan as a result of its
guarantee, Executive shall reimburse Company for such amount within five days
of Company's request for such payment.  The failure by Executive to pay such
amounts shall be deemed to be sufficient reason for, among other things,
Company to terminate Executive's employment pursuant to Section 2.2(iv) hereof.
In addition, Executive agrees to reimburse Company for its cost of acquiring
derivatives that protect against price decline in such shares of Grey Wolf,
Inc. common stock to below the principal amount of such Loan.

       3.5    VACATION.  During each year of his employment, Executive shall be
entitled to four weeks of paid vacation.

       3.6    OTHER PERQUISITES.  During his employment hereunder from and
after the Commencement Date, Executive shall be afforded the following benefits
as incidences of his employment:

                     (i)    CLUB EXPENSES - Company shall reimburse Executive
              for monthly membership dues at a country club, but not for any
              initiation fees with respect to such country club.

                     (ii)   OTHER COMPANY BENEFITS - Executive and, to the
              extent applicable, Executive's spouse, dependents and
              beneficiaries, shall be allowed to participate in all benefits,
              plans and programs, including improvements or modifications of
              the same, which are now, or may hereafter be, available to
              similarly-situated Company employees.  Such benefits, plans and
              programs may include, without limitation,





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              health insurance or health care plan, life insurance, 401(k)
              plan, disability insurance, vacation and sick leave benefits, and
              the like.  Company shall not, however, by reason of this
              paragraph be obligated to institute, maintain, or refrain from
              changing, amending, or discontinuing, any such benefit plan or
              program, so long as such changes are similarly applicable to
              executive employees generally.

ARTICLE 4:  PROTECTION OF INFORMATION

       4.1    DISCLOSURE TO EXECUTIVE.  Company shall disclose to Executive, or
place Executive in a position to have access to or develop, trade secrets or
confidential information of Company or its affiliates; and/or shall entrust
Executive with business opportunities of Company or its affiliates;  and/or
shall place Executive in a position to develop business good will on behalf of
Company or its affiliates.

       4.2    DISCLOSURE TO AND PROPERTY OF COMPANY.  All information, ideas,
concepts, improvements, discoveries, and inventions, whether patentable or not,
which are conceived, made, developed, or acquired by Executive, individually or
in conjunction with others, during Executive's employment by Company (whether
during business hours or otherwise and whether on Company's premises or
otherwise) which relate to Company's business, products, or services
(including, without limitation, all such information relating to corporate
opportunities, research, financial and sales data, pricing terms, evaluations,
opinions, interpretations, acquisitions prospects, the identity of customers or
their requirements, the identity of key contacts within the customer's
organizations or within the organization of acquisition prospects, or marketing
and merchandising techniques, prospective names, and marks) shall be disclosed
to Company and are and shall be the sole and exclusive property of Company
unless and to the extent such information is generally known in Company's
industry.  Moreover, all documents, drawings, memoranda, notes, records, files,
correspondence, manuals, models, specifications, computer programs, E-mail,
voice mail, electronic databases, maps, and all other writings or materials of
any type embodying any of such information, ideas, concepts, improvements,
discoveries, and inventions are and shall be the sole and exclusive property of
Company unless and to the extent such information is generally known in
Company's industry.  Upon termination of Executive's employment by Company, for
any reason, Executive promptly shall deliver the same, and all copies thereof,
to Company unless and to the extent such information is generally known in
Company's industry.

       4.3    NO UNAUTHORIZED USE OR DISCLOSURE.  Executive will not, at any
time during or after Executive's employment by Company, make any unauthorized
disclosure of any confidential business information or trade secrets of Company
or its affiliates, or make any use thereof, except in the carrying out of
Executive's employment responsibilities hereunder.  Affiliates of the Company
shall be third party beneficiaries of Executive's obligations under this
paragraph. As a result of Executive's employment by Company, Executive may also
from time to time have access to, or knowledge of, confidential business
information or trade secrets of third parties, such as customers, suppliers,
partners, joint venturers, and the like, of Company and its affiliates.
Executive also agrees to preserve and protect the confidentiality of such third
party confidential information and trade secrets to the same extent, and on the
same basis, as Company's confidential business information and trade secrets,
unless and to the extent such information is generally known in Company's
industry.





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       4.4    OWNERSHIP BY COMPANY.  If, during Executive's employment by
company, Executive creates any work of authorship fixed in any tangible medium
of expression which is the subject matter of copyright (such as videotapes,
written presentations, or acquisitions, computer programs, E-mail, voice mail,
electronic databases, drawings, maps, architectural renditions, models,
manuals, brochures, or the like) relating to Company's business, products, or
services, whether such work is created solely by Executive or jointly with
others (whether during business hours or otherwise and whether on Company's
premises or otherwise), Company shall be deemed the author of such work if the
work is prepared by Executive in the scope of Executive's employment; or, if
the work is not prepared by Executive within the scope of Executive's
employment but is specially ordered by Company as a contribution to a
collective work, as a part of a motion picture or other audiovisual work, as a
translation, as a supplementary work, as a compilation, or as an instructional
text, then the work shall be considered to be work made for hire and Company
shall be the author of the work.  If such work is neither prepared by Executive
within the scope of Executive's employment nor a work specially ordered that is
deemed to be a work made for hire, then Executive hereby agrees to assign, and
by these presents does assign, to Company all of Executive's worldwide right,
title, and interest in and to such work and all rights of copyright therein.

       4.5    ASSISTANCE BY EXECUTIVE.  Both during the period of Executive's
employment by Company and thereafter, Executive shall assist Company and its
nominee, at any time, in the protection of Company's worldwide right, title,
and interest in and to information, ideas, concepts, improvements, discoveries,
and inventions, and its copyrighted works, including without limitation, the
execution of all formal assignment documents requested by Company or its
nominee and the execution of all lawful oaths and applications for patents and
registration of copyright in the United States and foreign countries.

       4.6    REMEDIES.  Executive acknowledges that money damages would not be
sufficient remedy for any breach of this Article by Executive, and Company
shall be entitled to enforce the provisions of this Article by specific
performance and injunctive relief as remedies for such breach or any threatened
breach.  Such remedies shall not be deemed the exclusive remedies for a breach
of this Article, but shall be in addition to all remedies available at law or
in equity to Company, including the recovery of damages from Executive and his
agents involved in such breach and remedies available to Company pursuant to
other agreements with Executive.

ARTICLE 5:  NONCOMPETITION OBLIGATIONS

       5.1    IN GENERAL.  As part of the consideration for the compensation
and benefits to be paid to Executive hereunder; to protect the trade secrets
and confidential information of Company and its affiliates that have been and
will in the future be disclosed or entrusted to Executive, the business good
will of Company and its affiliates that has been and will in the future be
developed by Executive, or the business opportunities that have been and will
in the future be disclosed or entrusted to Executive by Company and its
affiliates; and as an additional incentive for Company to enter into this
Agreement, Company and Executive agree to the noncompetition obligations
hereunder.  If Executive's employment hereunder shall be terminated by
Executive prior to the expiration of the term provided in paragraph 2.1 for any
reason not described in paragraph 2.3(i) (including by Executive exercising his
right not to extend the term by giving notice pursuant to Section 2.1), then,
subject to the last sentence of this paragraph 5.1, Executive shall not,
directly or





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indirectly for Executive or for others, in any geographic area or market where
Company or any of its affiliates are conducting any business as of the date of
such termination of the employment relationship or have during the previous
twelve months conducted such business:

                     (i)    engage in any business competitive with the
              offshore drilling business conducted by Company;

                     (ii)   render advice or services to, or otherwise assist,
              any other person, association, or entity who is engaged, directly
              or indirectly, in the offshore drilling  business competitive
              with the business conducted by Company with respect to such
              competitive business;

                     (iii)  induce any employee of Company or any of its
              affiliates to terminate his or her employment with Company or
              such affiliates, or hire or assist in the hiring of any such
              employee by any person, association, or entity not affiliated
              with Company.

These noncompetition obligations shall extend for six months after such
termination, except with respect to clause (iii) above, which shall continue
until the later of (i) the expiration of the term of this Agreement (or any
extended term) provided in paragraph 2.1 and (ii) the one year anniversary of
the termination of Executive's employment hereunder.  Notwithstanding the
foregoing, if Executive's employment hereunder shall be terminated by Executive
prior to the expiration of the term provided in paragraph 2.1 for any reason
not described in paragraph 2.3(i), then within 10 days of the Company's receipt
of notice from Executive electing to terminate such employment, the Company by
written notice to Executive shall elect to either pay Executive only such
compensation as required by Section 7.1, in which event clauses (i) and (ii)
above shall not apply, or the Company shall agree to pay Executive an amount
equal to 50% of Executive's annual base salary as in effect pursuant to
paragraph 3.1 immediately prior to Executive's termination of employment with
Company, in which event clauses (i) and (ii) above shall apply as aforesaid.

       5.2    ENFORCEMENT AND REMEDIES.  Executive understands that the
restrictions set forth in paragraph 5.1 may limit Executive's ability to engage
in certain businesses anywhere in the world during the period provided for
above, but acknowledges that Executive will receive sufficiently high
remuneration and other benefits under this Agreement to justify such
restriction.  Executive acknowledges that money damages would not be sufficient
remedy for any breach of this Article by Executive, and Company shall be
entitled to enforce the provisions of this Article by specific performance and
injunctive relief as remedies for such breach or any threatened breach.  Such
remedies shall not be deemed the exclusive remedies for a breach of this
Article, but shall be in addition to all remedies available at law or in equity
to Company, including without limitation, the recovery of damages from
Executive and Executive's agents involved in such breach and remedies available
to Company pursuant to other agreements with Executive.

       5.3    REFORMATION.  It is expressly understood and agreed that Company
and Executive consider the restrictions contained in this Article to be
reasonable and necessary to protect the proprietary information of Company.
Nevertheless, if any of the aforesaid restrictions are found by a court having
jurisdiction to be unreasonable, or overly broad as to geographic area or time,
or





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otherwise unenforceable, the parties intend for the restrictions therein set
forth to be modified by such courts so as to be reasonable and enforceable and,
as so modified by the court, to be fully enforced.

ARTICLE 6:  STATEMENTS CONCERNING COMPANY

       6.1    IN GENERAL.  Executive shall refrain, both during the employment
relationship and after the employment relationship terminates, from publishing
any oral or written statements about Company, any of its affiliates, or any of
such entities' officers, employees, agents or representatives that are
slanderous, libelous, or defamatory; or that disclose private or confidential
information about Company, any of its affiliates, or any of such entities'
business affairs, officers, employees, agents, or representatives that Employee
knows or should know is materially injurious to Company or such affiliate; or
that constitute an intrusion into the seclusion or private lives of Company,
any of its affiliates, or any of such entities' officers, employees, agents, or
representatives that Employee knows or should know is materially injurious to
Company or such affiliate; or that give rise to unreasonable publicity about
the private lives of Company, any of its affiliates, or any of such entities'
officers, employees, agents, or representatives; or that place Company, any of
its affiliates, or any of such entities' officers, employees, agents, or
representatives in a false light before the public; or that constitute a
misappropriation of the name or likeness of Company, any of its affiliates, or
any of such entities' officers, employees, agents, or representatives.  A
violation or threatened violation of this prohibition may be enjoined by the
courts.  The rights afforded Company and its affiliates under this provision
are in addition to any and all rights and remedies otherwise afforded by law.

ARTICLE 7:  EFFECT OF TERMINATION ON COMPENSATION

       7.1    BY EXPIRATION.  If Executive's employment hereunder shall
terminate upon expiration of the term provided in paragraph 2.1 hereof, then
all compensation and all benefits (except stock options) to Executive hereunder
shall terminate contemporaneously with termination of his employment; provided,
however, that if Company shall be the party that gave written notice of such
termination, then Company shall, within 10 days after the last day of
Executive's employment with Company, pay Executive a lump sum cash payment in
an amount equal to 100% of Executive's annual base salary as in effect pursuant
to paragraph 3.1 immediately prior to such termination.

       7.2    BY COMPANY.  If Executive's employment hereunder shall be
terminated by Company prior to expiration of the term provided in paragraph
2.1, then, upon such termination, regardless of the reason therefor, all
compensation and benefits to Executive hereunder shall terminate
contemporaneously with the termination of such employment; provided, however,
that if such termination shall be for any reason other than those encompassed
by paragraphs 2.2(i), (ii), (iii), or (iv), the Company shall, within 10 days
after the last day of Executive's employment with Company, pay Executive a lump
sum cash payment in an amount equal to the Termination Payment.  For purposes
of this Agreement, the term "Termination Payment" shall mean an amount equal to
the greater of (i) 100% of Executive's annual base salary as in effect pursuant
to paragraph 3.1 immediately prior to Executive's termination of employment
with Company or (ii) the aggregate base salary that would have been paid to
Executive (determined based upon the base salary in effect





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pursuant to paragraph 3.1 immediately prior to Executive's termination of
employment with Company) for the period beginning on the date of such
termination and ending on the last day of the employment term provided in
paragraph 2.1 during which occurs the date of such termination.

       7.3    BY EXECUTIVE.  If Executive's employment hereunder shall be
terminated by Executive prior to expiration of the term provided in paragraph
2.1, then, upon such termination, regardless of the reason therefor, all
compensation and benefits to Executive hereunder shall terminate
contemporaneously with the termination of such employment; provided, however,
that if such termination shall be pursuant to paragraph 2.3(i), the Company
shall, within 10 days after the last day of Executive's employment with
Company, pay Executive a lump sum cash payment in an amount equal to the
Termination Payment.

       7.4    CHANGE IN CONTROL.  For purposes of this paragraph, the term
"Change in Control" shall have the same meaning as assigned to such term in The
Marine Drilling 1992 Long Term Incentive Plan. If, within two years following
the occurrence of a Change in Control, Executive's employment with Company
shall terminate under circumstances that would entitle him to a severance
payment pursuant to paragraph 7.1, 7.2, or 7.3, then, in lieu of any such
severance payment, Company shall, within 10 days after the last day of
Executive's employment with Company, pay Executive a lump sum cash payment
equal to 200% of Executive's annual base salary as in effect pursuant to
paragraph 3.1 immediately prior to such termination of employment.

       7.5    CERTAIN ADDITIONAL PAYMENTS BY COMPANY.  Notwithstanding anything
to the contrary in this Agreement, in the event that any payment or
distribution by Company to or for the benefit of Executive, whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise (a "Payment"), would be subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended, or any interest
or penalties with respect to such excise tax (such excise tax, together with
any such interest or penalties, are hereinafter  collectively referred to as
the "Excise Tax"), Company shall pay to Executive an additional payment (a
"Gross-up Payment") in an amount such that after payment by Executive of all
state and federal taxes (including any interest or penalties imposed with
respect to such taxes), including any Excise Tax and any federal or state
income taxes imposed on any Gross-up Payment, Executive retains an amount of
the Gross-up Payment equal to the Excise Tax imposed upon the Payments;
provided, however, that in no event shall the Gross-up Payment exceed $500,000
(the "Gross-up Limitation").  Company and Executive shall make an initial
determination as to whether a Gross-up Payment is required and the amount of
any such Gross-up Payment.  Executive shall notify Company immediately in
writing of any claim by the Internal Revenue Service which, if successful,
would require Company to make a Gross-up Payment (or a Gross-up Payment in
excess of that, if any, initially determined by Company and Executive) within
five days of the receipt of such claim.  Company shall notify Executive in
writing at least five days prior to the due date of any response required with
respect to such claim if it plans to contest the claim.  If Company decides to
contest such claim, Executive shall cooperate fully with Company in such
action; provided, however, that Company shall bear and pay directly or
indirectly all costs and expenses (including additional interest and penalties)
incurred in connection with such action and, subject to the Gross-up
Limitation, shall indemnify and hold 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 Company's action.  If, as a result of Company's
action with respect to a claim, Executive receives





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<PAGE>   10
a refund of any amount paid by Company with respect to such claim, Executive
shall promptly pay such refund to Company.  If Company fails to timely notify
Executive whether it will contest such claim or Company determines not to
contest such claim, then, subject to the Gross-up Limitation, Company shall
immediately pay to Executive the portion of such claim, if any, which it has
not previously paid to Executive.

       7.6    LIQUIDATED DAMAGES.  In light of the difficulties in estimating
the damages for an early termination of this Agreement, Company and Executive
hereby agree that the payments, if any, to be received by Executive pursuant to
this Article 7 shall be received by Executive as liquidated damages.

ARTICLE 8:  MISCELLANEOUS

       8.1    NOTICES.  For purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given when personally delivered or when mailed by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

<TABLE>
       <S>                         <C>
       IF TO COMPANY TO:           Marine Drilling Companies, Inc.
                                   One Sugar Creek Center Blvd.,Suite 600
                                   Sugar Land, Texas  77478
                                   Attention:  Chief Executive Officer

       IF TO EMPLOYEE TO:          Mr. T. Scott O'Keefe
                                   14350 Carolcrest
                                   Houston, Texas 77079
</TABLE>

or to such other address as either party may furnish to the other in writing in
accordance herewith, except that notices or changes of address shall be
effective only upon receipt.

       8.2    APPLICABLE LAW.  This Agreement is entered into under, and shall
be governed for all purposes by, the laws of the State of Texas.

       8.3    NO WAIVER.  No failure by either party hereto at any time to give
notice of any breach by the other party of, or to require compliance with, any
condition or provision of this Agreement shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time.

       8.4    SEVERABILITY.  If a court of competent jurisdiction determines
that any provision of this Agreement is invalid or unenforceable, then the
invalidity or unenforceability of that provision shall not affect the validity
or enforceability of any other provision of this Agreement, and all other
provisions shall remain in full force and effect.

       8.5    COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same Agreement.





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       8.6    WITHHOLDING OF TAXES AND OTHER EMPLOYEE DEDUCTIONS.  Company may
withhold from any benefits and payments made pursuant to this Agreement all
federal, state, city and other taxes as may be required pursuant to any law or
governmental regulation or ruling and all other normal employee deductions made
with respect to Company's employees generally.

       8.7    HEADINGS.  The paragraph headings have been inserted for purposes
of convenience and shall not be used for interpretive purposes.

       8.8    GENDER AND PLURALS.  Wherever the context so requires, the
masculine gender includes the feminine or neuter, and the singular number
includes the plural and conversely.

       8.9    AFFILIATE.  As used in this Agreement, the term "affiliate" shall
mean any entity which owns or controls, is owned or controlled by, or is under
common ownership or control with, Company.

       8.10   ASSIGNMENT.  This Agreement shall be binding upon and inure to
the benefit of Company and any successor of Company, by merger or otherwise.
Except as provided in the preceding sentence, this Agreement, and the rights
and obligations of the parties hereunder, are personal and neither this
Agreement, nor any right, benefit, or obligation of either party hereto, shall
be subject to voluntary or involuntary assignment, alienation or transfer,
whether by operation of law or otherwise, without the prior written consent of
the other party; provided, however, that Company may assign this Agreement to a
wholly-owned subsidiary of Company as long as Company fully and unconditionally
guarantees the performance of this Agreement.

       8.11   TERM.  This Agreement has a term co-extensive with the term of
employment provided in paragraph 2.1.  Termination shall not affect any right
or obligation of any party which is accrued or vested prior to such
termination.  Without limiting the scope of the preceding sentence, the
provisions of Articles 4, 5, and 6 shall survive any termination of the
employment relationship and/or of this Agreement.

       8.12   ENTIRE AGREEMENT.  Except as provided in (i) the written benefit
plans and programs referenced in paragraph 3.6(ii) and (ii) any signed written
agreement contemporaneously or hereafter executed by Company and Executive,
this Agreement constitutes the entire agreement of the parties with regard to
the subject matter hereof, and contains all the covenants, promises,
representations, warranties and agreements between the parties with respect to
employment of Executive by Company.  Without limiting the scope of the
preceding sentence, all prior understandings and agreements among the parties
hereto relating to the subject matter hereof are hereby null and void and of no
further force and effect.  Any modification of this Agreement will be effective
only if it is in writing and signed by the party to be charged.





                                    -11-
<PAGE>   12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the 12th
day of January, 1998 to be effective as of the Effective Date.

                                           MARINE DRILLING COMPANIES, INC.



                                           BY:  /S/ JAN RASK
                                                ----------------------------
                                           NAME:    JAN RASK
                                           TITLE:   CHIEF EXECUTIVE OFFICER

                                                                       "COMPANY"



                                           /S/ T. SCOTT O'KEEFE
                                           --------------------------------
                                           T. SCOTT O'KEEFE
                                                                     "EXECUTIVE"





                                    -12-