EMPLOYMENT AGREEMENT



      This Employment Agreement ("AGREEMENT") is made and entered into as of

February 7, 2005 (the "EFFECTIVE DATE"), by and between MARINER ENERGY, INC., a

Delaware corporation (hereafter "COMPANY"), and Dalton F. Polasek (hereafter

"EXECUTIVE").



      1. EMPLOYMENT. During the Employment Period (as defined in Section 4

hereof), the Company shall employ Executive, and Executive shall serve, as Chief

Operating Officer, reporting to the President or Chief Executive Officer of the

Company.



      2. DUTIES AND RESPONSIBILITIES OF EXECUTIVE.



            (a) During the Employment Period, Executive shall devote his full

      time and attention during normal business hours to the business of the

      Company, will act in the best interests of the Company and will perform

      with due care his duties and responsibilities. Executive's duties will

      include those normally incidental to the position of Executive Vice

      President as well as whatever additional duties may be assigned to him by

      the Board of Directors of the Company (the "BOARD") or the Chief Executive

      Officer of the Company. Executive agrees to cooperate fully with the Board

      and the Chief Executive Officer of the Company and not to engage in any

      activity that materially interferes with the performance of Executive's

      duties hereunder. During the Employment Period, Executive will not hold

      outside employment without the advance written approval of the Board.

      Provided that it shall not be a violation of this Agreement for Executive

      to (1) serve on corporate, civic, or charitable boards or committees

      (except for boards or committees of a business organization that competes

      with the Company in any business in which the Company is regularly

      engaged), which are listed on EXHIBIT A so long as such service does not

      materially interfere with the performance of Executive's duties and

      responsibilities under this Agreement, as determined in the good faith

      opinion of the Board, (2) manage personal investments, or (3) take

      vacation days and reasonable absences due to injury or illness, as set

      forth herein and/or permitted by the general policies of the Company.



            (b) Executive represents and covenants to the Company that he is not

      subject or a party to any employment agreement, noncompetition covenant,

      nondisclosure agreement, or any other agreement, covenant, understanding,

      or restriction that would prohibit Executive from executing this Agreement

      and fully performing his duties and responsibilities hereunder, or would

      in any manner, directly or indirectly, limit or affect the duties and

      responsibilities that may now or in the future be assigned to Executive

      hereunder.



            (c) Executive acknowledges and agrees that Executive owes the

      Company a duty of loyalty and that the obligations described in this

      Agreement are in addition to, and not in lieu of, the obligations

      Executive owes the Company under the common law.



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      3. COMPENSATION.



            (a) During the Employment Period (as defined in Section 4 hereof),

      the Company shall pay to Executive an annualized base salary of $250,000

      (the "BASE SALARY") in consideration for Executive's services under this

      Agreement, payable on a not less than semi-monthly basis, in conformity

      with the Company's customary payroll practices for executive salaries. For

      all purposes of this Agreement, Executive's Base Salary shall include any

      portion thereof which is deferred under any nonqualified plan or

      arrangement. Each year, the Board shall review Executive's salary based on

      market survey data, corporate performance, and performance of Executive.

      If, in its sole and complete discretion, the Board determines that an

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