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 TERESA BUSHMAN (hereafter

"EXECUTIVE").



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

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

President and General Counsel, 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 her 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 her duties and responsibilities. Executive's duties will

      include those normally incidental to the position of Vice President and

      General Counsel as well as whatever additional duties may be assigned to

      her 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 she 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 her 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 $200,000

      (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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