FIRST AMENDMENT TO PLAN AND AGREEMENT OF MERGER

      THIS FIRST AMENDMENT TO PLAN AND AGREEMENT OF MERGER (this "Agreement") is
entered into as of May 30, 2002 among Key Energy Services, Inc., a Maryland
corporation ("Key"); Key Merger Sub, Inc., a Texas corporation and a
wholly-owned subsidiary of Key ("Merger Sub"); and Q Services, Inc., a Texas
corporation ("QSI"). Capitalized terms not otherwise defined herein shall have
the meanings given them in the Plan and Agreement of Merger, dated as of May 13,
2002 (the "Merger Agreement"), among Key, Merger Sub and QSI.

                               W I T N E S S E T H

      WHEREAS, Key, Merger Sub and QSI previously entered into the Merger
Agreement;

      WHEREAS, the Merger Agreement provides that on and after the Effective
Date, the articles of incorporation of Merger Sub shall be the articles of
incorporation of the Surviving Corporation;

      WHEREAS, Key, Merger Sub and QSI desire to amend the Merger Agreement to
provide that on and after the Effective Date, the articles of incorporation of
QSI shall be the articles of incorporation of the Surviving Corporation; and

      WHEREAS, Section 9.2 of the Merger Agreement provides that the Merger
Agreement may not be amended except by an instrument in writing signed by the
parties thereto.

      NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, and pursuant to Section 9.2 of the
Merger Agreement, the parties hereto hereby agree as follows:

      1. Section 2.4 of the Merger Agreement is hereby amended in its entirety
to read as set forth below:

             "2.4 GOVERNING LAW AND ARTICLES OF INCORPORATION OF SURVIVING
       CORPORATION. The laws of Texas shall continue to govern the Surviving
       Corporation after the Effective Date. On and after the Effective Date,
       the articles of incorporation of QSI shall be the articles of
       incorporation of the Surviving Corporation. Thereafter the articles of
       incorporation may be amended as provided by law and such articles of
       incorporation of the Surviving Corporation."

      2. Except as set forth in this Agreement, all provisions, terms,
conditions and representations in the Merger Agreement and the exhibits and
schedules thereto remain unmodified and in full force and effect, and the Merger
Agreement and all exhibits and schedules thereto, as amended by this Agreement,
are hereby in all respects ratified and confirmed.

      3. Any number of counterparts of this Agreement may be executed and each
such counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute one instrument. This Agreement may be
executed by facsimile signature, which signature shall be binding upon the
parties so executing this Agreement.




      IN WITNESS WHEREOF, the parties have caused this Agreement to be signed in
their individual names or their respective corporate names by their respective
duly authorized representatives, as applicable, all as of the day and year first
above written.

                                KEY ENERGY SERVICES, INC.



                                By:  /s/ JACK D.  LOFTIS
                                   --------------------------------------------
                                     Jack D. Loftis, Jr., SENIOR VICE PRESIDENT


                                KEY MERGER SUB, INC.



                                By:  /s/ JACK D.  LOFTIS
                                   --------------------------------------------
                                     Jack D. Loftis, Jr., VICE PRESIDENT


                                Q SERVICES, INC.



                                By:  /s/ DAVID S.  SCHORLEMER
                                   --------------------------------------------
                                    David S. Schorlemer, VICE PRESIDENT