<PAGE>   1
                                                                   EXHIBIT 10.26

                          SECOND AMENDED AND RESTATED
                                    CHARTER

THIS SECOND AMENDED AND RESTATED CHARTER (the "Charter") is made as of the 14th
day of August, 1997, by and between:

RIGCO North America, L.L.C., a limited liability company organized under the
laws of Delaware, and having its registered office at 600 Travis, Suite 7400,
Houston, Texas 77002 (hereinafter called "Owner") of the one part; and

Schlumberger Technology Corporation (Sedco Forex Division), a company
incorporated under the laws of Texas and having its registered office at 1155
Dairy Ashford, Suite 402, Houston, Texas 77079 hereinafter called "Charterer")
of the other part.

WHEREAS:

A.       Owner is the owner of a semisubmersible drilling unit known as the FPS
         Laffit Pincay carrying a USA flag at time of delivery under this
         Charter and subsequently changed to Bahamian flag, and having official
         number 725001, together with all her engines, boilers, machinery,
         masts, rigging, derricks, drawworks, blowout preventers, marine
         drilling riser, lifeboats, boats, anchors, cables, chains, tackles,
         cranes, fittings, tools, pumps, gear, equipment, apparel, furniture,
         equipment, spare parts, top drive system and spare parts and all other
         appurtenances thereto pertaining or belonging, whether on board the
         Vessel or not and whether in transit or not, all as more fully
         described in Schedule A (hereinafter called "Vessel");

B.       Charterer and DeepFlex Production Partners L.P., an affiliate of Owner
         ("Deepflex"), entered into the Charter dated as of the 13th day of
         October 1995 (the "Original Charter");

C.       Charterer and Owner wish to amend and restate the Original Charter;
         and

D.       Charterer desires to charter and the Owner desires to let the Vessel
         to Charterer on the terms and conditions set out herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Charter, and for other valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto covenant and
agree as follows:
<PAGE>   2
ARTICLE 1. - CHARTER PERIOD, DELIVERY AND REDELIVERY

1.1.     Effective upon the termination date (the "Delivery Date") of that
         certain Drilling Make-Ready Agreement dated October 13, 1995 (the
         "Drilling Make-Ready Contract") between Charterer and DeepFlex, Owner
         hereby lets and charters bareboat to Charterer, and Charterer hereby
         hires bareboat, the Vessel until termination of this Charter.  This
         Charter shall terminate at such time as provided in Articles 1.3 and
         11.1-11.5, such period being called "Charter Period" herein.
         References in this Charter to "Client" shall mean Flextrend
         Development Company, L.L.C. ("Flextrend") or any other client under
         any written contract with Charterer for drilling and or workover
         services ("Contract").  It is anticipated that the first Contract will
         be the Flextrend Contract (hereinafter defined) between Flextrend and
         Charterer commencing no earlier than 20 January 1996 and no later than
         1 April 1996.

1.2.     The Vessel shall be delivered to Charterer in USA waters on the
         Delivery Date safely moored and secured at the shipyard/mooring
         location where the Vessel was prepared for operations under the
         Drilling Make-Ready Contract.  Charter, with Owner's assistance and
         cooperation, shall at all times obtain and maintain at Owner's cost
         and risk all necessary import licenses, permits, authorizations,
         certificates and the like necessary for the import and use of the
         Vessel in the US Gulf of Mexico and state waters (if any) where the
         Contract is performed ("Area of Operations" or "GOM").

         Prior to the first date on which the Vessel is to commence operations 
         pursuant to this Charter pursuant to the first Contract related hereto:

         A.      the Vessel shall be surveyed, including video taped, by a
                 recognized commercial marine surveyor jointly selected by
                 Owner and Charterer, to determine the condition of the Vessel.
                 The cost of such survey shall be considered as an Operating
                 expense as defined under Article 3 and be charged to the
                 Owner.  A copy of such report and video tape will be kept by
                 Owner and Charterer.

         B.      Owner and Charterer shall enter into the Drilling Make-Ready
                 Contract under which Owner shall contract Charterer to prepare
                 the Vessel and her appurtenances for operations in the area of
                 operations to the satisfaction of the Certifying Authorities,
                 Owner, Charterer, and Client.

1.3.     Except in the event of a Total Loss and subject to mutual agreement
         otherwise, at the end of the Charter Period, the Vessel shall be
         redelivered by the Charterer to Owner at the McDermott wharf at Harbor
         Island, Texas, or such other nearest safe port if such port is not
         accessible.  Except as otherwise provided in Article 7, (i) any costs
         related to redelivery will either be recovered from Client


                                      2

<PAGE>   3
         via demobilization fees, or considered as Operating Expenses and paid
         for by Owner, and (ii) in no case will these costs be borne by
         Charterer.

         Prior to redelivery, the Vessel shall be surveyed, including video
         taped, by a recognized commercial marine surveyor jointly selected by
         Owner and Charterer, to determine the condition thereof.  The cost of
         such survey shall be considered as an Operating expense as defined
         under Article 3 and be charged to the Owner.  Such survey may be
         commenced while the Vessel is under tow.  A copy of each report and
         video tape will be kept by Owner and Charterer.

ARTICLE 2. - CONDITION OF OWNER'S VESSEL AND EQUIPMENT

Owner warrants that on the Delivery Date and, to its knowledge or except as
otherwise known to Charterer, the Vessel shall be seaworthy and able to float
safely and is fully licensed, permitted, certified and otherwise qualified to
operate in the GOM and that on delivery the Vessel is classed by ABS as ABS
Maltese Cross +Al and has a USCG Certificate of Inspection, with no outstanding
recommendations that would prevent the unit from operating; and that no dry
docking or cessation of operations during this Charter will be required as a
result of any existing condition to comply with any license, permits,
classification, certification or other requirements.

Owner agrees to assume all liability for claims, demands, losses, damages and
expenses arising directly out of a breach by Owner of the above warranties and
further agrees to defend, indemnify and hold Charterer harmless in this regard.

ARTICLE 3. - CHARTERHIRE

3.1.     During the term of this Charter, payments between Owner and Charterer
         shall be as follows:

         A.      Prior to First Contract:

                          from the Delivery Date until the first date on which
                          fees are payable to Charterer under the Flextrend
                          Contract or any other Contract, Owner shall pay
                          Charterer (i) a management fee of 2,800 United States
                          Dollars ("USD") per day, (ii) personnel complement
                          costs in accordance with Schedule B, (iii) insurance
                          payments set forth in Article 4.1(D), and (iv)
                          reimbursement for all reasonable out-of-pocket
                          expenses, third party engineering fees, demurrage,
                          wharfage, sales or value added taxes, Certifying
                          Authority fees, duties, fees and costs related to the
                          maintenance, operation, modification, transport and
                          towing, stocking, insuring, fueling, inspection, and,
                          subject to the terms and conditions of this Charter,
                          capital expenditure and repair and replacement with
                          regard to the Vessel and equipment related to the
                          Vessel.
                                                                               
                                                                               
                                                                               


                                      3

<PAGE>   4
                          Thereafter, Owner shall pay Charterer the fees       
                          provided in B. and C. below.  No charterhire shall be
                          payable by Charterer to Owner.                       

         B.      Flextrend Contract and Dover Contract:

                 1)       if Charterer and Flextrend enter into a Contract (the
                          "Flextrend Contract") for drilling on Garden Banks
                          117, any lump sum collected for modification,
                          mobilization, demobilization or similar fees should
                          be passed through directly to Owner without regard to
                          or any impact on the arrangements set forth in 2)
                          below;

                 2)       Charterhire shall be the relevant dayrate, turnkey
                          and other amounts payable (collectively, the
                          "Dayrate") under the Flextrend Contract or, if
                          applicable, the Contract between Charterer and Dover
                          Technology, Inc. covering the Belize prospect (the
                          "Dover Contract") received by Charterer LESS Two
                          Thousand Eight Hundred United States Dollars (2800
                          USD), as adjusted pursuant to Article 3.3, per day
                          and Charterer's operating expenses.  Operating
                          expenses shall be defined in this Article 3.1.B.2)
                          as:

                          a)      Personnel complement costs based on the costs
                                  in Schedule B;

                          b)      Charterer's in-house engineering support
                                  provided by Charterer's Research and
                                  Engineering Department at a cost of 800 USD
                                  per day, if consented to by Owner;

                          c)      Any reasonable out-of-pocket expenses, third
                                  party engineering fees, demurrage, wharfage,
                                  sales or value added taxes, Certifying
                                  Authority fees, duties, fees and costs
                                  related to the maintenance, operation,
                                  modification, transport and towing, stocking,
                                  insuring, fueling, inspection, and, subject
                                  to the terms and conditions of this Charter,
                                  capital expenditure and repair and
                                  replacement with regard to the Vessel and
                                  equipment related to the Vessel;

                          d)      All other payments Owner is to pay Charterer
                                  pursuant to this Charter, including, without
                                  limitation, the insurance payments provided
                                  for in Article 4; and

                          e)      "Shared Costs," being 5% of the difference
                                  between the relevant Dayrate paid to
                                  Charterer and the amounts described in a)
                                  through d) above.

                                      4

<PAGE>   5
         C.      Contracts covering any property in which an Owner Affiliate
                 (herein defined) directly or indirectly owns an interest:

                 1)       Charterhire shall be the relevant Dayrate payable to
                          Charterer under each such Contract LESS Four Thousand
                          Eight Hundred Dollars (4800 USD), as adjusted
                          pursuant to Article 3.3, per day and Charterer's
                          operating expenses.  Operating expenses shall be
                          defined in this Article 3.1.C.1) as:

                          a)      Personnel complement costs based on the costs
                                  in Schedule B;

                          b)      Charterer's in-house engineering support
                                  provided by Charterer's Research and
                                  Engineering Department at a cost of 800 USD
                                  per day, if consented to by Owner;

                          c)      All reasonable out-of-pocket expenses, third
                                  party engineering fees, demurrage, wharfage,
                                  sales or value added taxes, Certifying
                                  Authority fees, duties, fees and costs
                                  related to the maintenance, operation,
                                  modification, transport and towing, stocking,
                                  insuring, fueling, inspection, and, subject
                                  to the terms and conditions of this Charter,
                                  capital expenditure and repair and
                                  replacement with regard to the Vessel and
                                  equipment related to the Vessel;

                          d)      Ten percent (10%) of the gross day rate,
                                  turnkey or similar fees (excluding add-ons,
                                  reimbursables and similar items) payable to
                                  Charterer pursuant to the relevant Contract;

                          e)      All other payments Owner is required to pay
                                  Charterer pursuant to this Charter,
                                  including, without limitation, the insurance
                                  payments provided for in Article 4; and

                          f)      "Shared Costs," being 5% of the difference
                                  between the relevant Dayrate paid to
                                  Charterer and the amounts described in a)
                                  through e) above.

              For purposes of this Charter, the terms:

              "Owner Affiliate" means Owner, DeepTech International Inc. and
              their Affiliates (herein defined) and any entity in which Owner,
              DeepTech International Inc. or any of their Affiliates owns
              (directly or indirectly) 20% or more of the interest therein.


                                      5

<PAGE>   6
              "Affiliate" means, with respect to a relevant individual or
              entity, any other individual or entity controlled by, controlling
              or under common control with the relevant individual or entity; as
              used herein, the term control (including its derivatives and
              similar terms) means the power, directly or indirectly, to direct
              or cause the direction of the management and policies of such
              relevant individual or entity, by ownership of voting interest,
              contract or otherwise.

         D.      Other Contracts not covered by B. and C. above:

                 1)      Charterhire shall be the relevant Dayrate payable to
                         Charterer under each Contract LESS Four Thousand Eight
                         Hundred Dollars (4800 USD), as adjusted pursuant to
                         Article 3.3, per day and Charterer's operating
                         expenses. Operating expenses shall be defined in this
                         Article 3.1.D.1) as:

                         a)       Personnel complement costs based on the costs
                                  in Schedule B;

                         b)       Charterer's in-house engineering support
                                  provided by Charterer's Research and
                                  Engineering Department at a cost of 800 USD
                                  per day, if consented to by Owner;

                         c)       All reasonable out-of-pocket expenses, third
                                  party engineering fees, demurrage, wharfage,
                                  sales or value added taxes, Certifying
                                  Authority fees, duties, fees and costs related
                                  to the maintenance, operation, modification,
                                  transport and towing, stocking, insuring,
                                  fueling, inspection, and, subject to the terms
                                  and conditions of this Charter, capital
                                  expenditure and repair and replacement with
                                  regard to the Vessel and equipment related to
                                  the Vessel;

                         d)       Ten percent (10%) of the gross dayrate,
                                  turnkey or similar fees (excluding add-ons,
                                  reimbursables and similar items) payable to
                                  Charterer pursuant to the relevant Contract;

                         e)       All other payments Owner is to pay Charterer
                                  pursuant to this Charter, including, without
                                  limitation, the insurance payments provided
                                  for in Article 4; and

                                      6

<PAGE>   7
                         f)       "Shared Costs," being 5% of the difference
                                  between the relevant Dayrate, payable to
                                  Charterer in the amounts described in a)
                                  through e) above.

          E.      For periods when the Vessel is not under Contract or is under
                  Contract but no Dayrate is payable to Charterer, no
                  Charterhire shall be payable by Charterer to Owner, and
                  Charterer shall be entitled to a fee from Owner of 2,800
                  USD/day, as adjusted pursuant to Article 3.3, plus
                  reimbursement of Charterer's operating expenses defined in
                  this Article 3.1 but excluding the items described in B.2.(b)
                  and (e), C.1.(b), (d), and (f) and D.1.(b), (d) and (f), and
                  Charterer shall be under no obligation to provide services
                  associated with the excluded items.

3.2.     Except as provided in 3.3 below Charterer's management fee of 4,800
         USD/day shall not be reduced if the Dayrate payable is less than
         operating expenses plus the management fee.

3.3.     In the event that Charterer is operating at Repair Rate as defined in
         any other Contract(s), Charterer's fee of Four Thousand Eight Hundred
         United States Dollars (4800 USD) per day shall be reduced as follows:

         a)      reduced by 25% for repair hours from 12-24 hours during any
                 calendar month.

         b)      reduced by 50% for repair hours from 24-48 hours during any
                 calendar month.

         c)      reduced by 75% for repair hours from 48-72 hours during any
                 calendar month.

         d)      reduced to Zero after 72 hours at repair rate during any
                 calendar month.

3.4.     The daily management fee payable under this Charter shall be prorated
         to the nearest hour.

3.5.     Charterer shall make payment of amounts due to Owner hereunder (i) as
         soon as reasonably practicable (but not more than ten (10) days) after
         Charterer receives payment pursuant to the Flextrend Contract and the
         Dover Contract and (ii) ten (10) days after payment is due under any
         Contract other than those described in (i) above.

         In the event such amount is not paid to Owner when due, Charterer shall
         pay interest on the same at the rate of 12% per annum from the due date
         until paid.

         For amounts due under 3.1A, and in the event no Dayrate is received as
         described in articles 3.1.B., 3.1.C. or 3.1.D hereabove Charterer shall
         invoice the Owner on


                                      7

<PAGE>   8
         the first day of each month, for amounts earned during the previous
         month and for the reimbursable operating expense items.  Owner shall
         make payment of such invoices within thirty (30) days of receipt of
         Charterer's invoice.  In the event Owner wishes to dispute the
         correctness of any invoice, Owner shall give Charterer notice of
         dispute within ten (10) days of receipt of Charterer's invoice.  In
         such a case, Owner shall have the right to withhold payment on such
         disputed invoices until settlement of the dispute.  Owner shall
         however pay undisputed portions of any invoice within the time
         specified above.

         In the event any correctly prepared and undisputed portion of any
         invoice is not paid within thirty (30) days of Owner's receipt of the
         same, Owner shall pay interest on the same at the rate of 12% per annum
         from the due date until paid.

         During any period in which there is not Contract in effect, Charterer
         shall have the right to require Owner to provide reasonable security
         for Owner's payment obligations to Charterer during such period.  Such
         security shall be (i) in the form of a letter of credit, cash
         pre-payments or other arrangements mutually acceptable to the parties
         hereto and (ii) in a varying amount not less than the positive
         difference, if any, between then existing amounts payable by Charterer
         pursuant to this Charter to (x) third-parties and (y) Owner.

3.6.     Increase in Charterer's Personnel

         A.      Under the terms of any Contract between Client/s and
                 Charterer, Client may, at any time, with Charterer's approval,
                 require Charterer to increase the number of Charterer's
                 Personnel and the day rates.  In no such event shall Charterer
                 increase Charterer's personnel complement without receiving at
                 least equal dayrate compensation from Client.  In the event of
                 such increases in personnel and costs, Charterer's Personnel
                 Costs as defined in Schedule B shall be adjusted accordingly
                 with such costs being passed on to Owner so long as such
                 adjustments do not reduce the amount payable hereunder to
                 Owner.

         B.      Upon the occurrence and during the continuation of any
                 material event, circumstance or condition which is required to
                 be remedied pursuant to any applicable Contract, Charterer may
                 increase the number of Charterer's personnel complement to the
                 extent reasonably necessary to effect such remedy; provided,
                 that Charterer shall immediately provide Company with a
                 detailed written notice describing such event, circumstance or
                 condition, the proposed remedy (including timing and costs)
                 and any other relevant information.  To the extent reasonably
                 practicable, Contractor shall coordinate and cooperate with
                 Company to effect such remedy using proposals and procedures
                 most economically beneficial to Company.


                                      8

<PAGE>   9
3.7.     Variation of Rates

         Since certain expenses related to the operation of the Vessel are
         passed through to the Owner at cost, except for Personnel Costs which
         are provided for in Schedule B, and certain insurance costs which are
         provided for in Article 4, expenses subtracted from the Dayrate under
         this Charter shall be varied as follows:

         A.      if Personnel Costs provided for in the Schedule B increase
                 after February 1, 1996, including all payroll burden and
                 benefits paid by Charterer for its employees due to a
                 corporate wage increase by Charterer, then the rates provided
                 for in Schedule B shall increase a like amount no sooner than
                 1 February 1996 subject to approval by Owner, which approval
                 shall not be withheld unreasonably.

         B.      if Client or Owner requires Charterer to increase the number
                 of Charterer's Personnel, then the rates provided for in
                 Schedule B shall, subject to 3.6, increase in relation
                 thereto, including the costs of including labor burden and
                 benefits.

         C.      if upon periodic review, which reviews shall occur at least
                 quarterly, by Owner and Charterer, the burdens and costs
                 reflected in Schedule B for Jones Act liability insurance,
                 travel, safety, training, raises, bonuses, and relocation
                 expenses are, in reasonable, good faith, mutually agreed to be
                 more or less than the actual costs, then appropriate
                 adjustments shall be made to the burdens and actuals in
                 Schedule B as mutually agreed, in reasonable, good faith, by
                 Owner and Charterer.

         D.      if at any time the management/shorebased personnel shown in
                 Schedule B are not committing, directly or indirectly, all or
                 substantially all of their business time to the Vessel,
                 invoiced personnel costs related thereto from Charterer to
                 Owner pursuant to this Charter shall be reduced accordingly to
                 reflect work time not chargeable to the Vessel.  It being the
                 intention of the parties hereto that the Personnel Costs
                 related to such management/shorebased personnel are in
                 exchange for such personnel committing all or substantially
                 all of their business time to the Vessel.

3.8.     Payments to Owner shall be paid into the following bank account or to
         such other bank account as Owner may designate from time to time with
         thirty (30) days prior notice:

                             Hibernia National Bank
                             New Orleans, Louisiana
                              ABA No. 065-000-090
                                 For Credit to:
                          RIGCO North America, L.L.C.
                         Receivables Collateral Account
                             Account No. 812378783
                           Attention:  Mr. Bruce Ross


                                      9

<PAGE>   10
         Payments to Charterer shall be paid into the following bank account or
         to such other bank account as Charterer may designate from time to time
         with thirty (30) days prior notice:

                                 Citibank N.A.
                                111 Wall Street
                               New York, New York
                               ABA No. 021000089
                     For Credit to: Sedco Forex Division of
                      Schlumberger Technology Corporation
                              Account No. 40692435

         All payments are to be in US Dollars.

3.9.     Charterer shall, and shall cause each of its subcontractors, vendors
         and other representatives to, keep complete and accurate records of
         all costs, expenses and expenditures in connection with this Charter.
         To the extent necessary or appropriate to verify the amounts billed to
         Owner pursuant to this Charter and for a period of two years after the
         termination of this Charter, Owner or its designated representatives,
         after ten (10) days' prior written notice to Charterer, shall have the
         right during normal business hours to audit or examine all such books
         and records relating to such transactions.

3.10.    The amounts set forth in Articles 3.1.C.1, 3.1.D.1, 3.2 and 3.3 shall
         be $2,800 and the percentage set forth in Article 3.1.C.1.d shall be
         5%, until the earlier of (i) October 1, 1997 or (ii) the performance
         of any Drilling Order for Tatham Offshore, Inc. ("TOFF") pursuant to
         that certain Master Drilling Agreement dated September 19, 1996,
         between TOFF and Charter, as amended.

ARTICLE 4. - INSURANCE

4.1.     Charterer agrees to carry insurance or, to the extent permitted by
         law, self insure at Charterer's option at least equal to the
         following:

         A.      On its employees, Employers Liability and Worker's
                 Compensation Insurance required by law, including all
                 applicable endorsements, including endorsements for claims
                 under the Jones Act, providing limits of liability as required
                 under law or as applicable for no less than 1,000,000 USD per
                 occurrence.

         B.      Comprehensive Third Party Liability Insurance, including
                 Marine Liability Insurance, covering Charterer's liability.
                 Such insurance shall have a limit of no less than 1,000,000
                 USD combined single limit per occurrence, irrespective of the
                 foregoing.

         C.      Charterer shall carry excess liability insurance in amounts
                 not less than 50,000,000 USD per occurrence in addition to and
                 in excess of all


                                     10

<PAGE>   11
                 primary liability coverage carried by Charterer, including,
                 but not limited to insurance required under Articles 4.1.A-B
                 above.

         D.      During the Charter Period, Charterer agrees to provide
                 insurance coverage set forth in Articles 4.1.B. - C. above at
                 a cost to Owner of 100 USD/day.

4.2.     Owner agrees at its sole cost and expense to maintain insurance
         coverage at least equal to the following:

         A.      On its employees, Employer's Liability and Worker's
                 Compensation Insurance required by law, including all
                 applicable endorsements, including endorsements for claims
                 under the Jones Act.

         B.      Comprehensive Third Party Liability Insurance, including
                 Marine Liability Insurance, covering Owner's Liability. Such
                 Insurance shall have a limit of no less than 1,000,000 USD
                 combined single limit per occurrence.

         C.      All Risk Marine Hull and Machinery Insurance including
                 Collision Liability covering the Vessel and other equipment
                 belonging to the Vessel and owned by Owner for the full value
                 thereof but not less than 75,000,000 USD with a deductible not
                 to exceed 500,000 USD.  Owner shall be named as the insured
                 and sole loss payee of such policy and all proceeds related
                 thereto shall be paid directly to Owner.

         D.      Removal of Wreck Insurance for the Vessel and Machinery not
                 less than a limit of 25,000,000 USD with a deductible not to
                 exceed 50,000 USD.

4.3.     Each party shall further cause the insurances provided by them
         hereunder to be endorsed to provide that the policies will not be
         canceled or changed for any reason whatsoever unless at least thirty
         (30) days prior written notice has been given to the other party,
         except in the event of war risk, in which case a seven (7) day notice
         shall apply.

4.4.     The insurances provided by 4.1 and 4.2 (A) and (B) shall be endorsed
         to provide to the effect that the underwriters waive all rights of
         subrogation against the other party and that the other party and its
         owners, parent, affiliated and subsidiary companies shall be named as
         additional insureds on the policies (except Employer's Liability and
         Worker's Compensation) to the extent of the contractual obligations
         created herein.

         The insurances provided by 4.2 (C) and (D) shall be endorsed to provide
         the effect that the underwriters waive all rights of subrogation
         against Charterer and Client and that Charterer and its owners, parent,
         affiliated and subsidiary companies shall be named as additional
         insureds on the policies.


                                     11

<PAGE>   12
4.5.     Each party agrees that it will not cancel or voluntarily permit or
         allow to be done any act by which any insurance provided by it may be
         suspended, impaired or canceled.  Each party shall, furnish the other
         with certificates of the policies evidencing the insurance required
         herein.

4.6.     Charterer shall promptly furnish Owner with full information regarding
         any casualty or other accident or damage to the Vessel.

4.7.     Each party agrees to carry (at its expense) insurance adequate to
         cover its indemnity obligations pursuant to this Charter.

ARTICLE 5. - OPERATION OF THE VESSEL

5.1.     Charterer shall during the Charter Period:

         A.      have the exclusive dominion, possession, control and command
                 of the Vessel and the Owner hereby relinquishes to Charterer
                 all dominion, possession, control and command of the Vessel;

         B.      except as otherwise provided in this Charter, man, victual,
                 navigate, operate, supply and fuel the Vessel, personnel costs
                 and other operating costs to be paid by Owner as provided in
                 Article 3; and

         C.      operate the Vessel in a good and workmanlike manner, as a
                 prudent operator and in a manner consistent with accepted
                 domestic practice and practices exercised by Charterer with
                 regard to its own fleet.

5.2.     Charterer shall keep the Vessel and her appurtenances in a good state
         of repair and in efficient operating condition.

5.3.     Charterer shall keep the Vessel seaworthy and able to float safely and
         otherwise qualified to operate in the GOM and classed ABS as ABS
         Maltese Cross +A1, and shall maintain the USCG Certificate of
         Inspection and/or USCG Letter of Compliance and Bahamian flag
         certificates and other required certificates in force with Owner's
         cooperation at all times.  If any temporary approval from ABS and/or
         the USCG is in place on Delivery Date, Owner shall be responsible for
         any costs related to retaining ABS class and or USCG issuance of
         necessary replacement Certificate of Inspection.

5.4.     All repair, maintenance, classification and certification which is not
         specified for Charterer's account herein, shall be for Owner's
         account.  Charterer is authorized to procure such repair, maintenance,
         classification and certification on Owner's behalf and Owner shall
         reimburse Charterer its costs on demand, failing which Charterer may
         withhold same from amounts it owes Owner.

                                     12

<PAGE>   13
5.5.     No individual expenditure, or aggregate expenditures, in excess of
         25,000 USD shall be committed to or made without Owners' prior written
         consent except to the extent of reasonable expenditures made in good
         faith by Charterer as required to protect lives of personnel and
         serious damage to equipment and the Vessel; in which case, Charterer
         shall immediately notify Owner of each such expenditure individually.
         Charterer shall not enter into or offer to enter into any Contract or
         other agreement or arrangement related to or affecting the Vessel
         without Owner's prior written consent, which consent may be granted or
         withheld in Owner's sole discretion.  Charterer agrees to timely
         enforce all of its rights and remedies and perform in an efficient and
         workmanlike manner all of its obligations under each Contract.

5.6.     Charterer shall use commercially reasonable efforts to ensure that the
         costs of operating the Vessel are equal to or less than the amounts
         set forth in the Daily Drilling/Operating Costs Budget set forth in
         Schedule C.

ARTICLE 6. - TAXES

6.1.     Each of Owner and Charterer shall be responsible for all matters in
         connection with any license, permit, accounting and reporting
         requirement, and the like in connection with its employees including
         making and submitting reports to the proper agencies and withholding
         taxes, social security system, workmen's compensation and Medicare
         premiums and submitting the same to the proper authorities.  Any
         payments resulting from the above responsibilities will be for the
         account of Owner or Charterer, as applicable.

6.2.     Each of Owner and Charterer shall be responsible for all taxes levied
         on its personnel and/or invoices.

ARTICLE 7. - LIABILITIES

7.1.     Except to the extent resulting from the Gross Negligence (herein
         defined) or willful misconduct of any indemnified party, Charterer
         agrees to release, defend, indemnify and hold each of Owner and its
         owners, parent, affiliates, contractors and sub-contractors, and its
         and their directors, officers, employees and representatives excluding
         any hereinafter defined Charterer Representative ("Owner
         Representatives") harmless from and against any claims, loss, damages
         and liability, including all cost and expenses of defense, attorney's
         fees and court costs ("Losses"), in respect of:

         A.      any death or injury suffered by any of Charterer and its
                 owners, parent, affiliates, contractors and sub-contractors,
                 and its and their directors, officers, employees or
                 representatives ("Charterer Representatives"); and

                                     13

<PAGE>   14
         B.      any loss of or damage to property owned by any Charterer
                 Representative.

7.2.     Except to the extent resulting from the Gross Negligence or willful
         misconduct of any indemnified party and subject to Article 4.1(C.),
         Owner agrees to release, defend, indemnify and hold each Charterer
         Representative harmless from, any Losses in respect of:

         A.      death or injury suffered by any Owner Representative; and

         B.      loss of or damage to and removal of wreck of the Vessel or any
                 property owned or provided by Owner or owned and provided by
                 any Owner Representative.

7.3.     Each party's liability towards third parties shall be settled in
         accordance with the applicable law, except as otherwise provided in
         this Charter.

7.4.     The indemnities provided for in 7.1 and 7.2 above apply without regard
         to the cause or causes thereof including, without limitation, breach
         of contract, representation or warranty, or simple negligence, whether
         active, passive, sole or concurrent, even if on the part of the party
         seeking the benefit of the indemnity, whether an action is founded on
         statute, common law, maritime law or theory of strict liability.

7.5.     Notwithstanding anything to the contrary in this Charter, a party's
         damages resulting from a breach or violation of any representation,
         warranty, covenant or condition contained herein shall be limited to
         actual direct damages, and shall not include any other damages,
         including, without limitation, loss of profit and other indirect,
         special, consequential, incidental or punitive damages.

7.6.     For purposes of Articles 7.1 and 7.2, the term "Gross Negligence"
         shall have the meaning ascribed to it in the jurisprudence of the
         applicable jurisdiction (i.e. in Texas, such term is currently
         interpreted as meaning, among other things, conduct that is so
         shocking to common sensibility that it would support belief that the
         act or omission complained of was a result of conscious indifference
         to the right or welfare of the person affected by it.  53 Tex. Jr.3d,
         Negligence Section  55fn.).

ARTICLE 8. - USE OF EQUIPMENT AND SPARES

Charterer shall be entitled to use, without additional payment to Owner, all
furniture, fittings, and other equipment on board and forming part of the
Vessel, provided that at the end of the Charter Period, the same shall, without
prejudice to 5.2 and 7.2 be returned to the Owner, or replaced in the same good
order and condition as received, fair wear and tear excepted.


                                     14

<PAGE>   15
ARTICLE 9. - CHANGE, ALTERATIONS, REPLACEMENTS

9.1.     Charterer shall make no structural changes or alterations to the
         Vessel unless prior written approval has been obtained from the Owner.
         Owner agrees that Charterer shall have the right to make any emergency
         repairs or replacements reasonably required to safeguard the Vessel
         and the personnel and equipment thereon.  Such replacements shall be
         for Owner's account and such repairs shall be for Owner's or
         Charterer's account as specified in Article 5.

         All structural changes or alterations made under this Article 9.1 shall
         comply with the Vessel's classification society's requirements and the
         requirements of the USCG and/or Bahamian Registry.

9.2.     Unless otherwise agreed in writing between Owner and Charterer, any
         installations or addition to the Vessel paid for by Charterer and not
         reimbursed by Owner, which can be removed at the end of the term of
         this Charter without damage to the Vessel, shall remain the property
         of the Charterer and Charterer shall remove all such installations or
         additions prior to or as soon as possible after redelivery and,
         subject to 5.2 and 7.2 and fair wear and tear, shall restore the
         Vessel to its original condition.

9.3.     Charterer shall not change the name or markings of the Vessel without
         the prior written consent of the Owner.

9.4.     Capital expenditures and modifications shall be for Owner's account if
         approved in writing by Owner, including, without limitation, the
         modifications pre-approved by Owner as shown in the Long Term
         Maintenance and Capital Expenditure Program set forth in Schedule D,
         which program shall be mutually reviewed and adjusted by Owner and
         Charterer at least annually.

ARTICLE 10. - LIENS

10.1.    Charterer agrees and warrants that it will not allow any lien arising
         out of Charterer's failure to pay its debts when due or any liability
         or claim incurred or made against Charterer or for which Charterer
         accepts responsibility under this Charter to attach to the Vessel.
         Charterer further agrees that neither Charterer, nor the master of the
         Vessel nor any other person shall have the right, power or authority
         to, and Charterer shall not allow any such party to, create, incur, or
         permit to exist on the Vessel any lien or encumbrance whatsoever.
         Charterer shall indemnify and hold harmless the Owner and Lender
         against any such liens upon the Vessel.

10.2.    Charterer agrees to carry a copy of this Charter, and on demand to
         exhibit the same to any person having business with the Charterer
         which might give rise to any lien or encumbrance thereon, other than
         liens for crew's wages and salvage.

                                     15

<PAGE>   16
10.3.    Should the Vessel be arrested by reason of debt, liability, or claim
         incurred by or made against Charterer or for which Charterer assumed
         responsibility under this Charter, Charterer shall at its cost take
         all reasonable steps to secure release of the Vessel within a
         reasonable period of time.

ARTICLE 11. - TERMINATION OF CHARTER PERIOD

11.1.    Either Charterer or Owner shall have the right to terminate this
         Charter (without any payment to the other party except for amounts
         payable through the termination date), in its sole discretion, by
         giving the other party at least sixty (60) days prior written notice
         of such termination.  The termination shall become effective on the
         later to occur of the following, to the extent each is applicable:
         (i) sixty (60) days after the delivery of such notice of termination
         or (ii) upon the expiration date of any Contract effective at the time
         such notice is given, if any (including any renewal options approved
         by Owner pursuant to Article 5.5 hereof that may be exercised with
         respect thereto).

11.2.    This Charter shall automatically be terminated upon the earlier to
         occur of the following:  (i) five years from the date hereof, unless
         the parties hereto agree in writing to extend the term of this Charter
         or (ii) the time of a total loss of the Vessel, whether actual,
         constructive or compromised (such as capture, seizure, terrorist acts,
         war, nationalization or inability to export) as determined by the
         Vessel's underwriters.  In any case, the Charter shall continue for
         the time required to complete any Contract in effect, if any,
         (including any renewal options approved by Owner pursuant to Article
         5.5 hereof that may be exercised with respect thereto) and
         demobilization of the Vessel.

11.3.    This Charterer may be terminated in accordance with any provision in
         this Charter expressly providing for termination rights.

11.4.    If any material defect or deficiency in the Vessel or her
         appurtenances affects the continued safe operation and use of the
         Vessel or her appurtenances and the repair or replacement required to
         remedy the defect or deficiency is Owner's responsibility and for
         Owner's account hereunder, Charterer shall be entitled to request
         Owner to repair or otherwise remedy such condition.  If Owner has not
         commenced any such necessary repair or remedy procedures within sixty
         (60) days of receipt of such written request, Charterer may terminate
         this Charter and shall have no obligation to pay Owner any amounts
         other than amounts of Charterhire already earned.

11.5.    In the event of termination under Article 11.2(ii) above, termination
         shall take effect immediately and no payments or other action by
         Charterer shall be due to Owner after that date except for payment of
         Charterhire already earned.  In the case of termination other than
         under Article 11.2(ii) above, Charterer shall as soon as reasonably
         possible after termination tow the Vessel to the stack



                                     16

<PAGE>   17
         location at the McDermott wharf at Harbor Island, Texas.  In the event
         the McDermott's facility is not available is not accessible, then to
         the nearest safe port.  Except to the extent provided in Article 7,
         (i) any costs related to redelivery will either be recovered from
         Clients via demobilization fees, or considered as Operating Expenses
         and paid for by Owner, and (ii) in no case will these costs be borne
         by Charterer.

ARTICLE 12. - ASSIGNMENT AND SUBCHARTERING

12.1.    Owner (including a transferee thereof) may assign, alienate or
         otherwise transfer all or any portion of its rights, title and
         interest and delegate any of its obligations arising pursuant to this
         Charter.

12.2.    Charterer agrees not to assign, transfer or otherwise alienate any of
         its rights, title, interest or obligations under this Charter or to
         subcharter the Vessel to any individual or entity other than an
         affiliate or subsidiary of Charterer which remains an affiliate or
         subsidiary of Charterer without the prior written consent of Owner,
         which consent shall not be unreasonably withheld.

12.3.    Unless otherwise agreed to by the parties hereto (including a
         transferee of a party hereto), both the transferor and the transferee
         (other than a mortgagee, pledgee or other holder of a security
         interest) shall be jointly and severally responsible and primarily
         liable for the full and timely performance of all covenants,
         agreements and other obligations, and the timely payment and discharge
         of all liabilities, costs and other expenses, arising (directly or
         indirectly) pursuant to this Charter.  Upon transfer of all or any
         portion of its rights, title and interest in and to this Charter, the
         transferor shall promptly provide the other parties hereto with a copy
         of such transfer document.

ARTICLE 13. - CONDITIONS PRECEDENT  [INTENTIONALLY OMITTED]



ARTICLE 14. - CHOICE OF LAW AND NOTICES

14.1.    TO THE EXTENT THE LAW OF ANOTHER JURISDICTION IS NOT REQUIRED TO BE
         APPLIED, (i) THE INDEMNITY PROVISIONS OF THIS CHARTER SHALL BE
         GOVERNED AND INTERPRETED IN ACCORDANCE WITH FEDERAL MARITIME LAWS AND
         (ii) THE REMAINDER OF THIS CHARTER SHALL BE GOVERNED BY AND
         INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS; IN THE
         CASE OF (i) AND (ii) ABOVE, WITHOUT REGARD TO ANY CONFLICT OR CHOICE
         OF LAW RULES OR PROCEDURES WHICH IF APPLIED MIGHT PERMIT OR REQUIRE
         THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


                                     17

<PAGE>   18
14.2.    Notice shall be deemed properly given if delivered in writing in
         person to the named Representative of the other party or by telex or
         by telefax to the numbers below, or by registered mail to the
         addresses below:

         FOR THE OWNER:

         Attention: Harvey Fleisher
         RIGCO North America, L.L.C.
         600 Travis
         Suite 7400
         Houston, Texas 77002

         Telephone  713 224-7400
         Telefax     713 224-7574

         FOR THE CHARTERER:

         Attention: John Powers
         Schlumberger Technology Corporation (Sedco Forex Division)
         1155 Dairy Ashford, Suite 402
         Houston, Texas  77079

         Telephone:  281 556-3863
         Telefax   281 558-3756

ARTICLE 15. - DEFAULT

15.1.    If at any time a party (i) shall fail to pay any amount when due and
         payable hereunder, (ii) shall be in default of any of the material
         terms, conditions or provisions of this Charter, or (iii) shall be
         dissolved or be adjudged a bankrupt, or shall file or have a petition
         in bankruptcy filed against it, or shall make a general assignment for
         the benefit of creditors, or if a receiver shall be appointed for said
         party, the other party may, without prejudice to any other rights
         which it may have under this Charter, exercise any one or more of the
         alternatives provided for herein.

15.2.    Upon the occurrence of an event of default, including those described
         above, and at any time thereafter so long as the same shall be
         continuing, the non-defaulting party may, by written notice at its
         option, declare the other party to be in default, and:


                                     18


<PAGE>   19
         (i)     If not cured within 15 days after receipt of said notice,
                 declare all earned and unpaid amounts, and other sums payable
                 hereunder to be immediately due and payable; and

         (ii)    Without prejudice to other rights to terminate set out in this
                 Charter, the defaulting party may terminate this Charter by
                 giving at least 15 days advance written notice of the breach,
                 provided that this Charter shall not terminate if the
                 defaulting party remedies the breach within said 15 days, but
                 no such termination shall release or relieve defaulting party
                 from any of its obligations or liabilities under this Charter.

ARTICLE 16. - REPRESENTATIONS

16.1.    Charterer represents, warrants, covenants, and agrees to and with
         Owner that (a) Charterer is a corporation duly organized, validly
         existing, and in good standing under the laws of the country or state
         of its incorporation, with the corporate power to own its property and
         assets, and is duly qualified in each jurisdiction where the nature of
         its operations requires such qualification; (b) the execution,
         delivery, and performance of this Charter (i) are within Charterer's
         power, (ii) have been duly authorized by all necessary corporate
         action, including any necessary board of directors or shareholders'
         action, (iii) do not contravene Charterer's articles or certificate of
         incorporation or by-laws, and (iv) do not contravene any law, any
         order of any court or other agency of government, or any agreement or
         instrument or contractual restriction binding on or affecting any of
         its property, or constitute a default thereunder.

16.2.    Owner represents, warrants, covenants, and agrees to and with
         Charterer that (a) Owner is a limited partnership duly organized,
         validly existing, and in good standing under the laws of the country
         or state of its formation, with the partnership power to own its
         property and assets, and is duly qualified in each jurisdiction where
         the nature of its operations requires such qualification; (b) the
         execution, delivery, and performance of this Charter (i) are within
         Owner's power, (ii) have been duly authorized by all necessary
         corporate action, including any necessary board of directors,
         shareholders' or other appropriate body action, (iii) do not
         contravene Owner's articles or certificate of incorporation or by-laws
         or other organizational documents, and (iv) do not contravene any law,
         any order of any court or other agency of government, or any agreement
         or instrument or contractual restriction binding on or affecting any
         of its property, or constitute a default thereunder.

16.3.    EXCEPT AS EXPRESSLY PROVIDED IN THIS CHARTER, EACH OF CHARTERER AND
         OWNER EXPRESSLY DISCLAIM, WAIVE AND NEGATE ANY AND ALL REPRESENTATIONS
         OR WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
         MERCHANTABILITY, FITNESS AND TITLE.



                                     19

<PAGE>   20
ARTICLE 17. - FORCE MAJEURE

17.1.    The term "Force Majeure" as used in this Charter shall mean any act,
         event, cause or occurrences which are unforeseeable and unavoidable
         rendering a party unable to perform its obligations on account of
         strikes, riots, war (declared or undeclared) or warlike operations,
         terrorist acts, insurrection, fire, storm (or other natural
         catastrophe), any unavoidable delay in obtaining supplies or materials
         (other than action or delay caused by Charterer or Owner), any act of
         any government authority or any other cause whether or not similar to
         the causes herein specified which is not within the reasonable control
         of the Party claiming relief under this Clause;

17.2.    If any party is rendered unable, wholly or in part by Force Majeure to
         perform its obligations under this Charter other than financial
         obligations, it is agreed that performance of such obligations by such
         party, so far as they are affected by Force Majeure, shall be excused
         from the inception of such inability until it is corrected, but for no
         longer period.  The party claiming an inability to perform shall, as
         soon as possible after the occurrence of the Force Majeure event,
         notify the other party of such event and its inability to perform.
         The party claiming inability to perform shall promptly use all due
         endeavors to overcome the Force Majeure event.

17.3.    Should the Force Majeure event last for more than thirty (30) days,
         either party shall be entitled to terminate this Charter.

ARTICLE 18. - CONFIDENTIALITY

18.1.    All information acquired by one party regarding the business or
         operations of the other party, other than information which either:

                 -        is part of the public domain,

                 -        becomes part of the public domain other than through
                          the fault of the parties,

                 -        is already known by the Parties at the same time of
                          disclosure,

                 -        is required to be disclosed to third parties
                          according to applicable law, is to be treated as
                          confidential and not to be used or discussed by
                          either party for any other purpose than for the
                          performance of this Charter for the maximum
                          enforceable period allowed by applicable law relative
                          to such undertakings.

ARTICLE 19. - CHARTERER'S CONTINUING OBLIGATIONS:

19.1.    Charterer shall be obligated under this Charter to operate the Vessel
         in a fashion consistent with (i) all applicable laws, rules,
         regulations and orders, (ii) the standards of a prudent operator in
         the offshore drilling industry and (iii) how Charterer would operate
         one of his own Vessels.  Charterer shall use his best

                                     20

<PAGE>   21
         efforts to secure additional work for the Vessel through a marketing
         effort within the Area of Operations.  Owners shall be timely
         consulted and kept aware of future work prospects for the Vessel.

19.2.    During the Charter Period, Charterer shall use all reasonable efforts
         to give Owner at least ninety (90) days prior written notice before
         conducting any marketing in the US Gulf of Mexico of any equipment
         that is competitive with the Vessel, the semisubmersible drilling rig
         the FPS Bill Shoemaker, official number 366166 (the "Bill Shoemaker")
         (provided such rig continues under the management of Charterer), or
         any other drilling rig owned by Owner or any affiliate or subsidiary
         of Owner and managed by Charterer.  It is expressly understood and
         agreed that in the event of the acquisition of existing equipment in
         the Gulf of Mexico by Charterer, Charterer may not be able to, and
         will not be required to, give such notice.

ARTICLE 20. - MISCELLANEOUS

20.1.    This Charter and the other agreements executed pursuant hereto, if
         any, constitute the entire agreement and supersede all prior (oral or
         written) or oral contemporaneous proposals or agreements, all previous
         negotiations and all other communications or understandings between
         the parties hereto with respect to the subject matter hereof.

20.2.    All amendments, supplements and modifications to this Charter shall be
         in writing and signed by all of the parties hereto.

20.3.    This Charter may be executed in multiple counterparts, each of which,
         when executed, shall be deemed an original, and all of which shall
         constitute but one and the same instrument.

20.4.    All personal pronouns used in this Charter, whether used in the
         masculine, feminine or neuter gender, shall include all other genders;
         the singular shall include the plural, and vice versa.  Articles,
         sections and other titles or headings are for convenience only, and
         neither limit nor amplify the provisions of the Charter itself, and
         all references herein to articles, sections or subdivisions thereof
         shall refer to the corresponding article, section or subdivision
         thereof of this Charter unless specific reference is made to such
         articles, sections or subdivisions of another document or instrument.

20.5.    All exhibits, schedules and the like contained herein are integrally
         related to this Charter, and are hereby made a part of this Charter
         for all purposes.

20.6.    Subject to the terms and conditions set forth in this Charter, each of
         the parties hereto agrees to use all reasonable efforts to take, or to
         cause to be taken, all actions, and to do, or to cause to be done, all
         things necessary, proper or advisable under applicable laws and
         regulations to consummate and make


                                     21

<PAGE>   22
         effective the transactions contemplated by this Charter.  In case, at
         any time after the execution of this Charter, any further action is
         necessary or desirable to carry out its purposes, the proper officers
         or directors of the parties hereto shall take or cause to be taken all
         such necessary action.

20.7.    Each of the parties hereto shall pay all costs and expenses incurred
         or to be incurred by such party in negotiating and performing the
         transactions contemplated by this Charter.

20.8.    Any term or provision of this Charter that is invalid or unenforceable
         in any jurisdiction shall be ineffective as to such jurisdiction, to
         the extent of such invalidity or unenforceability, without rendering
         invalid or unenforceable the remaining terms and provisions of this
         Charter or affecting the validity or enforceability of any terms and
         provisions of this Charter in any other jurisdiction.  If any
         provision of this Charter is so broad as to be unenforceable, each
         provision shall be interpreted to be only so broad as is enforceable.
         A bankruptcy or similar trustee must accept or, to the extent
         permitted by law, reject this Charter in its entirety.

20.9.    This Charter shall be binding upon and shall inure to the benefit of
         the parties hereto and their respective heirs, successors, assigns and
         personal representatives.

20.10.   Neither action taken (including, without limitation, any investigation
         by or on behalf of any party) nor inaction pursuant to this Charter,
         shall be deemed to constitute a waiver of compliance with any
         representation, warranty, covenant or agreement contained herein by
         the party not committing such action or inaction.  A waiver by any
         party hereto of a particular right, including, without limitation,
         breach of any provision of this Charter, shall not operate or be
         construed as a subsequent waiver of that same right or a waiver of any
         other right.

20.11.   The rights, obligations and remedies created by this Charter are
         cumulative and in addition to any other rights, obligations or
         remedies otherwise available at law or in equity.  Nothing herein
         shall be considered an election of remedies.  Without being subject to
         the limitations required by common law, any party may enforce this
         Charter by an injunction or specific performance.  In addition, any
         successful party is entitled to costs related to enforcing this
         Charter, including, without limitation, attorneys' fees, court costs
         and settlement and arbitration expenses.

20.12.   Except as expressly provided in this Charter, nothing contained in
         this Charter shall be construed to confer any right, benefit or
         interest upon any person or entity other than the parties hereto.


                                     22

<PAGE>   23
20.13.   Time is of the essence with respect to any notice requirements and
         payment obligations contained herein.

20.14.   Subject to the terms and conditions of this Charter, the parties
         hereto agree and acknowledge that Charterer is independent from and of
         Owner's control, and Charterer hereby agrees to act pursuant to the
         provisions of this Charter.  Charterer is and agrees to maintain such
         independent status and relationship.  Any provisions of this Charter
         that may appear to give Owner a measure of control over the details of
         the Charterer's operations shall be deemed to mean that Charterer
         shall follow the general desires of Owner but Charterer shall have
         authoritative control as to the details of performing the such
         operations.  Neither Charterer nor any Charterer Representative shall
         be deemed to be the agents, representatives or employees of Owner.
         Nothing herein is intended to, or shall, create a partnership, joint
         venture, agency or other relationship creating fiduciary or quasi
         fiduciary duties or similar duties and obligations or otherwise
         subject the parties hereto joint and several or vicarious liability or
         to impose any duty, obligation or liability that would arise therefrom
         with respect to either or both of the parties hereto.

20.15.   The parties hereto agree to act in good faith to undertake the
         restructuring of this Charter and the First Amended and Restated
         Charter Agreement, dated as of even date herewith, between Owner and
         Charterer relating to the Bill Shoemaker, with the intent of arriving
         at a mutually agreeable Master Agreement, relating to the Vessel and
         the Bill Shoemaker, within six months of delivery of the Bill
         Shoemaker under a drilling contract.

[The remainder of this page is intentionally left blank.]


                                     23


<PAGE>   24
IN WITNESS WHEREOF, the Owner and Charterer have executed this Charter as of
the day and year first above written.

(Owner)                                      (Charterer)
RIGCO NORTH AMERICA, L.L.C.                  SCHLUMBERGER TECHNOLOGY
                                               CORPORATION (SEDCO FOREX
                                               DIVISION)


By:                                          By:
   --------------------------                   ---------------------------
Title:                                       Title:
      -----------------------                      ------------------------


Schedule A:      Vessel Description
Schedule B:      Personnel Costs
Schedule C:      Daily Drilling/Operating Costs Budget
Schedule D:      Long Term Maintenance and Capital Expenditure Program
Schedule E:      Waiver of On-Hire Survey - Article 1.2.A.
Schedule F:      Certificate of Delivery and Acceptance



                                     24