FIRST AMENDMENT

Exhibit 10.3

FIRST AMENDMENT

Dated as of October 25, 2007

TO

STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT

Dated as of September 19, 2007

by and among

Key Energy Services, LLC

and

L. Charles Moncla, Jr., Moncla Family Partnership, Ltd., L. Charles Moncla, Jr. Charitable Remainder Trust, Michael Moncla, Matthew Moncla, Marc Moncla, Christopher Moncla, Bipin A. Pandya, Thomas Sandahl, Rhonda Moncla, Cain Moncla, Andrew Moncla, Kenneth Rothstein, Moncla Well Service, Inc., Moncla Marine, L.L.C., Moncla Marine Operations, L.L.C., Moncla Marine Vessel No. 1, L.L.C., Moncla Marine Vessel No. 2, L.L.C., Moncla Marine Vessel No. 3, L.L.C., Moncla Marine Vessel No. 4, L.L.C., Moncla Marine Vessel No. 5, L.L.C., Moncla Marine Vessel No. 6, L.L.C., Moncla Marine Vessel No. 8, L.L.C., Moncla Marine Vessel No. 9, L.L.C., Moncla Marine Vessel No. 10, L.L.C., Moncla Marine Vessel No. 11, L.L.C., Moncla Marine Vessel No. 12, L.L.C., Moncla Marine Vessel No. 14, L.L.C., Moncla Marine Vessel No. 15, L.L.C., Moncla Marine Crew Boats, L.L.C., Brothers Oilfield Service & Supply, L.L.C., 4M Equipment & Leasing, L.L.C., L C M Industries, L.L.C., Moncla Drilling, L.L.C.,

and Petroleum Well Service, Inc.

TABLE OF CONTENTS

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FIRST AMENDMENT TO

STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “ Amendment ”) is made and entered into as of October 25, 2007 by, between and among Key Energy Services, LLC, a Texas limited liability company (hereinafter referred to as “ Purchaser ”), and L. Charles Moncla, Jr. (“ Moncla ”), Moncla Family Partnership, Ltd. (“ Family Partnership ”), L. Charles Moncla, Jr., as Trustee of the L. Charles Moncla, Jr. Charitable Remainder Trust, Michael Moncla, Matthew Moncla, Marc Moncla, Christopher Moncla, Bipin A. Pandya, Thomas Sandahl, Rhonda Moncla, Cain Moncla, Andrew Moncla, and Kenneth Rothstein (together with Moncla and Family Partnership hereinafter collectively referred to as “ Sellers ”) and Moncla Well Service, Inc. (“ MWS ”), Moncla Marine, L.L.C. (“ Moncla Marine ”), Moncla Marine Operations, L.L.C. (“ Marine Operations ”), Moncla Marine Vessel No. 1, L.L.C. (“ Marine No. 1 ”), Moncla Marine Vessel No. 2, L.L.C. (“ Marine No. 2 ”), Moncla Marine Vessel No. 3, L.L.C. (“ Marine No. 3 ”), Moncla Marine Vessel No. 4, L.L.C. (“ Marine No. 4 ”), Moncla Marine Vessel No. 5, L.L.C. (“ Marine No. 5 ”), Moncla Marine Vessel No. 6, L.L.C. (“ Marine No. 6 ”), Moncla Marine Vessel No. 8, L.L.C. (“ Marine No. 8 ”), Moncla Marine Vessel No. 9, L.L.C. (“ Marine No. 9 ”), Moncla Marine Vessel No. 10, L.L.C. (“ Marine No. 10 ”), Moncla Marine Vessel No. 11, L.L.C. (“ Marine No. 11 ”), Moncla Marine Vessel No. 12, L.L.C. (“ Marine No. 12 ”), Moncla Marine Vessel No. 14, L.L.C. (“ Marine No. 14 ”), Moncla Marine Vessel No. 15, L.L.C. (“ Marine No. 15 ”), Moncla Marine Crew Boats, L.L.C. (“ Marine Crew Boats ” and, together with Marine Operations, Marine No. 1, Marine No. 2, Marine No. 3, Marine No. 4, Marine No. 5, Marine No. 6, Marine No. 8, Marine No. 9, Marine No. 10, Marine No. 11, Marine No. 12, Marine No. 14, and Marine No. 15, are collectively, the “ Marine Subsidiaries ”), Brothers Oilfield Service &

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Supply, L.L.C. (“ Brothers ”), 4M Equipment & Leasing, L.L.C. (“ 4M ”), L C M Industries, L.L.C. (“ L C M ”), Moncla Drilling, L.L.C. (“ Drilling ”), and Petroleum Well Service, Inc. (“ Well Service ”).  MWS, Moncla Marine, Marine Subsidiaries, Brothers, 4M, L C M, Drilling, and Well Service are sometimes referred to as the “ Companies ” and each, individually, a “ Company ”.

W I T N E S S E T H :

WHEREAS , Sellers and the Purchaser entered into a Stock and Membership interest Purchase Agreement dated as of September 19, 2007 (the “ Original Agreement ”) and now wish to make certain amendments thereto;

NOW, THEREFORE , the parties hereto hereby agree as follows:

ARTICLE I
AMENDMENTS

1.1          Additional Companies.

The Sellers have created Marine No. 10, Marine No. 11, Marine No. 12, Marine No. 14, and Marine No. 15 (collectively, the “ New Companies ”).  The New Companies are owned by Moncla Marine.  Sellers and Purchaser hereby amend the Original Agreement to add the New Companies to the defined terms of “Companies” (and each individually a “Company”) and the defined term “Marine Subsidiaries.”

1.2          Incorporation.

All representations, warranties, covenants, agreements, and indemnities made in the Original Agreement with respect to the Companies are hereby made with respect to the New Companies.

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