Date 8 December, 1998




                       HARLAND AND WOLFF SHIPBUILDING 
                        AND HEAVY INDUSTRIES LIMITED


                                    - and -



                            BMBF (No.12) LIMITED


                                    - and -


               GLOBAL MARINE INTERNATIONAL DRILLING CORPORATION







                             NOVATION AGREEMENT
                        (Schedule No. 52/5050 5371-3)
                      relating to Shipbuilding Contract
                        dated 28 March, 1998 for the
                         construction of deepwater
                          drillship Hull No. 1740


<PAGE>


                                    INDEX

     Clause	                                                      Page

1    DEFINITION AND INTERPRETATION                                  1

2    REPRESENTATIONS AND WARRANTIES                                 4

3    CONDITIONS PRECEDENT                                           7

4    NOVATION                                                       9

5    OTHER TRANSACTIONS                                             9

6    OFE CONTRACTS                                                 10

7    MEASURE OF DAMAGES                                            11

8    BUILDER'S RIGHTS AGAINST NEW OWNER                            11

9    CERTAIN OBLIGATIONS                                           12

10   VAT                                                           12

11   STAMP DUTY                                                    13

12   MISCELLANEOUS                                                 14

13   NOTICES                                                       15

14   BUILDER'S COSTS AND EXPENSES                                  17

15   LAW                                                           17


EXECUTION
APPENDIX A        CONTRACT AMENDMENTS
APPENDIX B        FORM OF CERTIFICATE (Clause 3.2(a))
APPENDIX C        FORM OF CERTIFICATE (Clause 3.2(g))
APPENDIX D        FORM OF EFFECTIVE TIME CERTIFICATE
APPENDIX E        FORM OF REPLACEMENT BUILDER PARENT COMPANY
                  GUARANTEE
APPENDIX F        FORM OF REPLACEMENT LETTER OF CREDIT
APPENDIX G        FORM OF OFE ASSIGNMENT

<PAGE>

THIS NOVATION AGREEMENT is made on 8 December, 1998
BETWEEN:

(1)   HARLAND AND WOLFF SHIPBUILDING AND HEAVY INDUSTRIES 
      LIMITED, a company incorporated under the laws of Northern Ireland 
      having its registered office at Queen's Island, Belfast, Northern 
      Ireland, BT3 9DU (the "Builder");

(2)   BMBF (No.12) LIMITED, a company incorporated under the laws of England
      and Wales having its registered office at Churchill Plaza, Churchill Way,
      Basingstoke, Hampshire RG21 7GP (the "New Owner").

(3)   GLOBAL MARINE INTERNATIONAL DRILLING CORPORATION (formerly named 
      Global Marine International Services Corporation), a company incorporated
      under the laws of The Bahamas having its registered office at c/o 
      McKinney, Bancroft & Hughes, Mareva House, 4 George Street, PO Box 
      No.3937, Nassau, Bahamas  (the "Old Owner").

WHEREAS:
(A)   The Old Owner and the Builder have entered into the Old Contract (as 
defined below) for the construction, completion and delivery by the Builder to
the Old Owner of a deepwater drillship, identified by the Builder as Hull 
No. 1740.

(B)   At the request of the Old Owner, the New Owner has agreed to assume all
the rights and obligations of the Old Owner under the Old Contract and the 
Builder is willing to agree to the substitution of the New Owner in place of 
the Old Owner in relation to such rights and obligations, to the release of
the Old Owner in respect thereof and to the amendment of the Old Contract so 
as to bring into existence the New Contract (as defined below) between the 
Builder and the New Owner, all subject to and upon the terms and conditions of
this Agreement.

IT IS AGREED as follows:

1    DEFINITIONS AND INTERPRETATION

1.1  In this Agreement, unless the context otherwise requires, words and 
expressions defined in the Old Contract or the New Contract shall have the
meanings given to them therein when used herein and the following words and
expressions shall have the following meaning:

    	"Building Agreements" means the Old Contract, this Agreement, the New 
Contract, the Put Option Agreement, the OFE Assignments and the OFE 
Supervision Agreement;

     "Builder's OFE Agent" means the Old Owner in its capacity as agent and
supervisor for the Builder appointed under the OFE Supervision Agreement;

    	"Contract Amendments" mean the amendments to the Old Contract set out in
Appendix A;

    	"Cut-Off Date" means 31st December, 1998, or if that date is not a 
Working Day, the preceding Working Day;

     "Dollars" and "$" means the lawful currency of the United States of 
America;

     "Effective Time" means the time (on a Working Day) agreed as such in the
certificate to be executed by the parties pursuant to Clause 3.4;

     "Excluded OFE Contracts"  means OFE Contracts under which title to all 
(but not part only) of  the applicable OFE the subject thereof has passed from
the applicable OFE Supplier to the Old Owner on or prior to the Effective Time;

     "Existing OFE Contracts" means OFE Contracts which are in existence as at
the Effective Time, other than Excluded OFE Contracts;

     "Existing Work" means that Work in respect of which, in accordance with
the Old Contract, title has passed or shall have passed to the Old Owner on or
before the Effective Time;

     "Future Instalments" means (i) all amounts (whether instalments of 
Contract Price, bonuses or otherwise) payable but not yet paid by the Old 
Owner to the Builder on or before the Effective Time and (ii) all amounts
(whether instalments of Contract Price, bonuses or otherwise) becoming payable
by the New Owner to the Builder under the New Contract after the Effective 
Time;

     "Future OFE Contracts" means OFE Contracts which are entered into 
(pursuant to the OFE Supervision Agreement) after the Effective Time;

    	"Initial Payment" means the amount payable in Sterling by the New Owner
to the Builder under Clause 5.1(a);

     "Lease" means the lease agreement of even date herewith entered into 
between the New Owner and the Old Owner in respect of the leasing of the 
Vessel by the New Owner to the Old Owner;

     "Lien" means any right, title or interest in favour of any person other
than the New Owner, including (without prejudice to the generality of the 
foregoing) any right of ownership, retained title, security, mortgage, pledge,
charge, encumbrance, lease, lien, statutory right in rem, hypothecation, title
retention, attachment, levy, claim or security interest of whatever kind;

     "New Contract" means the Old Contract as it is to be amended and restated,
and as it is to be novated to the New Owner by, and subject to and in 
accordance with the terms and conditions of, this Agreement;

     "New Owner's Agent" means the Old Owner in its capacity as agent and
supervisor for the New Owner appointed under the Supervision Agreement;

     "Novated Obligations" means all the obligations and liabilities of "Owner"
expressed to be imposed under, or otherwise arising under, out of or in 
connection with, the Old Contract, as such obligations and liabilities are to 
be novated and amended subject to and in accordance with the terms and 
conditions of this Agreement (which obligations and liabilities shall, for the
avoidance of doubt, include obligations and liabilities arising under the Old
Contract on or before the Effective Time which have not been performed 
or discharged on the Effective Time including obligations and liabilities in 
respect of amounts invoiced by the Builder but not paid);

     	"Novated Rights" means all the rights and claims of "Owner" expressed to
be granted under, or otherwise arising under, out of or in connection with, 
the Old Contract, as such rights and claims are to be novated and amended 
subject to and in accordance with the terms and conditions of this Agreement
(which rights and claims shall, for the avoidance of doubt, include rights and
claims in respect of obligations and liabilities of the Builder arising under 
the Old Contract before the Effective Time);

     	"OFE Assigned Rights" means all right, title and interest of the Old 
Owner in and to the Existing OFE Contracts (including, without limitation, 
the right to take delivery of and title to the applicable OFE);

      "OFE Consideration" means an amount equal to the OFE Cost, payable by 
the Builder to the Old Owner subject to and in accordance with Clause 6.3;

      "OFE Assignments" means assignments in respect of the Old Owner's 
rights, title and interest in and to (but not obligations under) the Existing
OFE Contracts to be entered into between the Old Owner and the Builder 
substantially in the form of Appendix G;

      "OFE Contracts" means contracts or purchase orders in respect of OFE 
with OFE Suppliers (i) entered into or from time to time to be entered into 
before the Effective Time by the Old Owner or (ii) from time to time to be 
entered into on or after the Effective Time by the Builder's OFE Agent on 
behalf of the Builder;

      "OFE Cost Instalment" means that part of each instalment of Total 
Vessel Cost payable pursuant to Clause 8.3 of the New Contract which is 
apportionable to OFE Cost;

      "OFE Suppliers" means suppliers of OFE;

      "OFE Supervision Agreement" means a supervision agreement entered into 
between the Builder and the Builder's OFE Agent of even date herewith 
whereby, amongst other things, the Builder's OFE Agent is appointed agent 
and supervisor of the Builder in respect of the OFE Contracts;

     	"Old Contract" means the contract dated 28 March, 1998 between the Old
Owner and the Builder first referred to in Recital (A) above, including all 
schedules thereto, as amended, varied and supplemented prior to the date 
hereof;

     	"Pounds" and "Pounds-Sterling" means the lawful currency of the
United Kingdom;

      "Put Option Agreement" means the agreement of even date herewith entered
into between the Builder, the New Owner and Global Marine U.K. Limited 
providing for the New Contract to be further novated from the New Owner to 
Global Marine U.K. Limited at the option of the New Owner in the manner and 
in the circumstances therein described;

      "Replacement Letter of Credit" means the letter of credit to be issued 
by Ulster Bank in favour of the New Owner (but capable of being drawn at the
instance of the New Owner's Agent) in the form of Appendix F;

     	"Sterling Equivalent"  means the equivalent in Pounds of an amount in
Dollars (or any other relevant currency) determined by reference to the spot 
rate quoted by Barclays Bank PLC for the purchase of Dollars (or any other 
relevant currency) with Pounds at 11:00 a.m. two (2) Working Days prior to 
any applicable date of payment under this Agreement;

     	"Supervision Agreement" means a supervision agreement entered into or 
to be entered into between the New Owner and the New Owner's Agent of even 
date herewith whereby, amongst other things, the New Owner's Agent is 
appointed agent and supervisor of the New Owner in respect of certain matters 
relating to the New Contract;

     	"Working Day" means any day (other than a Saturday or Sunday) on which 
banks are open for business in London.

1.2   References in this Agreement to Clauses or Appendices are, unless 
otherwise specified, references to clauses of, and appendices to, this 
Agreement.

1.3   References to "person" or "persons" or to words importing persons 
include, without limitation, individuals, firms, corporations, government 
agencies, committees, departments, authorities and other bodies, incorporated
or unincorporated, whether having distinct legal personality or not.

1.4   Clause headings are for ease of reference only.

2     REPRESENTATIONS AND WARRANTIES

2.1   The Builder represents and warrants to each of the other parties to 
this Agreement that the following statements are, at the date hereof, true 
and accurate:

      (a)  the Builder is duly incorporated  with limited liability under the
           laws of Northern Ireland and has full power, authority and right to
           enter into and perform its obligations under the Building Agreements
           and to consummate the transactions contemplated thereby;

      (b)  the execution, delivery and performance of the Building Agreements 
           and the consummation of the transactions contemplated thereby have 
           been duly authorised by all necessary corporate action on the part 
           of the Builder, do not require shareholder approval and do not 
           contravene any applicable law, regulation or order binding on the 
           Builder or any of its assets or its Memorandum and Articles of 
           Association;

      (c)  neither the execution, delivery nor performance by the Builder of 
           the Building Agreements, nor the consummation of any of the 
           transactions by the Builder contemplated thereby, require the 
           consent or approval of, the giving of notice to, the registration 
           with, or the taking of any other action in respect of, any 
           governmental authority or agency, except such as have been obtained 
           and are in full force and effect;

      (d)  the Building Agreements and any document required to be entered 
           into by the Builder thereunder constitute, or when entered into 
           will constitute, legal, valid and binding obligations of the 
           Builder subject to the following matters:

           (i)    the other parties to the Building Agreements having the 
                  capacity, power and authority to enter into and perform 
                  their respective obligations thereunder;

           (ii)   the due execution and delivery of the Building Agreements 
                  by all the other parties thereto; and

           (iii)  applicable laws relating to bankruptcy, insolvency or 
                  liquidation or any other laws or legal procedures affecting 
                  generally the enforcement of creditors' rights, and 
                  applicable general principles of equity;

     (e)   title to the Existing Work and the Vessel as it is constructed has 
           passed or, as the case may be, will have passed, in accordance 
           with clause 9.1 of the Old Contract, on or prior to the Effective 
           Time from the Builder to the Old Owner in accordance with the Old 
           Contract and, as at the Effective Time, there shall be no 
           other Work, title to which has not passed from the Builder to the 
           Old Owner; and

     (f)   at the Effective Time the Existing Work and the Vessel as it is 
           constructed will be located in Northern Ireland, save for Existing 
           Work and parts of the Vessel (including, without limitation, OFE) 
           which may be located elsewhere in the course of manufacture or 
           transportation.

2.2  The New Owner represents and warrants to each of the other parties to 
this Agreement that the following statements are, at the date hereof, true and
accurate:

     (a)   the New Owner is duly incorporated with limited liability under the
laws of England and Wales, is a wholly-owned indirect subsidiary of Barclays 
Bank plc and has full power, authority and right to enter into and perform 
its obligations under the Building Agreements to which it is a party and to 
consummate the transactions contemplated thereby;

     (b)   the execution, delivery and performance of the Building Agreements 
to which it is a party and the consummation of the transactions contemplated 
hereby have been duly authorised by all necessary corporate action on the 
part of the New Owner, do not require shareholder approval and do not 
contravene any applicable law, order or regulation binding on the New Owner 
or any of its assets, or its Memorandum and Articles of Association; and

     (c)   the Building Agreements to which the New Owner is a party and any 
document required to be entered into by the New Owner thereunder constitute, 
or when entered into will constitute, legal, valid and binding obligations of
the New Owner subject to the following matters:

           (i)    the other parties to the Building Agreements having the 
                  capacity, power and authority to enter into and perform 
                  their respective obligations thereunder;

           (ii)   the due execution and delivery of the Building Agreements 
                  by all the other parties thereto; and

           (iii)  applicable laws relating to bankruptcy, insolvency or 
                  liquidation or any other laws or legal procedures affecting 
                  generally the enforcement of creditors' rights, and 
                  applicable general principles of equity;

2.3  The Old Owner represents and warrants to each of the other parties to 
this Agreement that the following statements are, at the date hereof, true 
and accurate:

     (a)   the Old Owner is duly incorporated under the laws of the Bahamas 
           and is validly existing with limited liability, has full power 
           and authority to enter into and perform its obligations under the 
           Building Agreements to which it is a party and to consummate the 
           transactions contemplated hereby and thereby;

     (b)   the execution, delivery and performance of the Building Agreements
           to which it is a party and the consummation of the transactions 
           contemplated thereby have been duly authorised by all necessary 
           corporate action on the part of the Old Owner, do not require 
           shareholder approval and do not contravene any law, regulation or
           order binding on the Old Owner or any of its assets or its 
           constitutional documents;

     (c)   neither the execution, delivery nor performance by the Building 
           Agreements to which it is a party, nor the consummation of any of 
           the transactions by the Old Owner contemplated thereby, require the
           consent or approval of, the giving of notice to, the registration 
           with, or the taking of any other action in respect of, any 
           governmental authority or agency, except such as have been obtained
           and are in full force and effect; and

     (d)   the Building Agreements to which the Old Owner is a party and any 
           document required to be entered into by the Old Owner thereunder 
           constitute, or when entered into will constitute, legal, valid and 
           binding obligations of the Old Owner subject to the following 
           matters:

           (i)    the other parties to the Building Agreements having the 
                  capacity, power and authority to enter into and perform 
                  their respective obligations thereunder;

           (ii)   the due execution and delivery of the Building Agreements 
                  by all the other parties thereto; and

           (iii)  applicable laws relating to bankruptcy, insolvency or 
                  liquidation or any other laws or legal procedures affecting,
                  generally the enforcement of creditors' rights and 
                  applicable general principles of equity.

2.4  The Old Owner represents and warrants to the New Owner that the following
statements are, at the date hereof, true and accurate:

     (a)   the Old Owner has supplied the New Owner with true, complete and 
           up-to-date copies of the Old Contract including all addenda, 
           supplements, amendments and collateral agreements related thereto 
           and all variation orders issued and agreed on or prior to the 
           date hereof;

     (b)   all information to be supplied by the Old Owner to the New Owner 
           pursuant to Clause 3.2 will be true, complete and up-to-date when 
           supplied;

     (c)   the Old Contract has not, except by, or as described in, this 
           Agreement, been amended, waived, varied, modified, nor has it been 
           novated, cancelled or terminated;

     (d)   the Old Owner has not sold, assigned, transferred or created any 
           Lien in or over the Old Contract or its title to the Existing Work 
           or the Vessel as it is constructed; and

     (e)   from the execution of this Agreement until the Effective Time the 
           Old Owner will:

           (i)    promptly supply the New Owner with copies of all documents 
                  of the type referred to in Clause 2.4(a) which are entered 
                  into during such period;

           (ii)   not do any of the things referred to in Clause 2.4(c), 
                  except as permitted by or pursuant to the terms of the 
                  Supervision Agreement; and

           (iii)  not do any of the things referred to in Clause 2.4(d).

2.5  The representations and warranties given in this Clause 2 shall survive 
the execution of this Agreement.

3 CONDITIONS PRECEDENT 

3.1  The occurrence of the Effective Time and the matters listed below in 
this Clause 3.1 are subject to the conditions precedent set out in Clause 3.2 
having, by no later than the Cut-Off Date, been fulfilled or waived by the 
party or parties for whose benefit such conditions are given as expressed 
in parentheses.  Those matters are:

     (a)   the coming into effect of the Contract Amendments;

     (b)   the novation of the Old Contract in accordance with Clause 4;

     (c)   the obligation of the New Owner to pay the Builder the Initial 
           Payment in accordance with Clause 5.1(a) and the obligation of the 
           Builder to pay the Old Owner the amount referred to in Clause 
           5.1(b);

     (d)   the obligation of the Old Owner to pass title to the Existing Work 
           and the Vessel as it is constructed to the Builder, the obligation 
           of the Builder to take title to the Existing Work and the Vessel 
           as it is constructed from the Old Owner and the passing of title 
           from the Builder to the New Owner, all in accordance with 
           Clause 5.3; and

     (e)   the assignment of the Existing OFE Contracts in accordance with 
           Clause 6 and the other matters relating to OFE set out in 
           Clause 6.

3.2  The conditions precedent referred to in Clause 3.1 are as follows:

     (a)   a certificate (in the form of Appendix B) from the New Owner 
           confirming that the conditions precedent referred to in Schedule 4, 
           Parts 1 and 2 of the Lease have been fulfilled to the satisfaction 
           of, or waived by, the New Owner (New Owner);

     (b)   the execution and delivery to the New Owner of a parent company 
           guarantee from the Builder's parent company in the form of 
           Appendix E (New Owner);

     (c)   the delivery to the New Owner of a letter of credit in the form of 
           Appendix F issued by Ulster Bank (New Owner);

     (d)   the delivery by the Old Owner to the New Owner of schedules 
           describing, respectively, the Existing Work and the Existing OFE 
           Contracts (New Owner);

     (e)   the written confirmation by the Old Owner to the New Owner and the 
           Builder of details of the amount referred to in Clause 5.1(a) and 
           any amounts referred to in (i) of the definition of Future 
           Instalments (New Owner and Builder);

     (f)   the execution and delivery by the Builder, New Owner and Global 
           Marine U.K. Limited of the Put Option Agreement (Builder, New Owner 
           and Old Owner);

     (g)   a certificate (in the form of Appendix C) from the Old Owner 
           confirming that the conditions precedent referred to in Schedule 4, 
           Part 4 of the Lease have been fulfilled to the satisfaction of, or 
           waived by, the Lessee (Old Owner);

     (h)   the New Owner shall have received an invoice from the Builder for 
           the Initial Payment complying with the laws relating to Value Added 
           Tax (New Owner);

           (i)    the Old Owner shall have received a credit note from the 
                  Builder for an amount equal to the aggregate of all 
                  payments previously made by the Old Owner to the Builder
                  under the Old Contract (Old Owner);

     (j)   the Old Owner and the Builder shall have entered into OFE 
           Assignments in respect of the Existing OFE Contracts (Old Owner, 
           New Owner and Builder);

     (k)   the New Owner shall have confirmed to the Builder and the Old 
           Owner in writing that the Owner Project Manager and the Authorised 
           Representatives of the Owner Project Manager remain unchanged and 
           continue to act (by virtue of their appointment by the New Owner's 
           Agent) on behalf of the New Owner (Builder and Old Owner);

     (l)   the New Owner being satisfied that payment of the Initial Payment 
           would not cause the Payment Limit (as defined in the Put Option 
           Agreement) to be exceeded (New Owner);

     (m)   evidence reasonably satisfactory to the Old Owner and the New 
           Owner of the due authorisation and execution (i) by the Builder of 
           this Agreement and the other Building Agreements (other than the 
           Old Contract) to which it is a party and (ii) by the Builder's 
           parent company of the guarantee in the form of Appendix E (Old
           Owner and New Owner);

     (n)   evidence reasonably satisfactory to the Builder and the New Owner 
           of the due authorisation and execution by the Old Owner of this 
           Agreement and the other Building Agreements to which it is a party 
           (Builder and New Owner);

     (o)   evidence reasonably satisfactory to the Builder and the Old Owner 
           of the due authorisation and execution by the New Owner of this 
           Agreement and the other Building Agreements to which it is a party 
           (Builder and Old Owner);

     (p)   a legal opinion, in form and substance satisfactory to the Builder, 
           from Global Marine Inc.'s in-house counsel on the assignability of 
           the Existing OFE Contracts (Builder);

     (q)   the New Owner, the New Owner's Agent and the Builder shall have 
           confirmed in writing their satisfaction as to the terms on which 
           the insurance arrangements pursuant to Clause 10 of the New 
           Contract are put in place and/or amended as at the Effective Time 
           (Builder and Old Owner and New Owner).

3.3  If a party agrees to waive or defer any of the conditions precedent 
specified in Clause 3.2 which are expressed to be for its benefit, such party 
may attach to such waiver or deferral such requirements and further conditions
as such party may reasonably determine (in the case of Clauses 3.2(a) and (g),
in accordance with the applicable provisions of the Lease), provided that 
any such conditions shall not affect the occurrence of the Effective Time.

3.4  At the Effective Time, the parties shall execute a certificate in the 
form of Appendix D confirming that the Effective Time has occurred.

3.5  If the Effective Time does not occur on or before the Cut-Off Date, the 
Old Contract shall continue in full force and effect as if this Agreement had 
never been executed and each of the Old Owner, the Builder and the New Owner 
agrees that it shall not have any rights and claims against the others under 
this Agreement other than the rights and claims of the Builder against the Old 
Owner under Clause 14, and without prejudice to the provisions of the Lease.

3.6  Promptly following the Effective Time the New Owner, the New Owner's 
Agent and the Builder shall initial, by way of agreement to its form, 
conformed copies of the New Contract (as amended and restated).

4    NOVATION

4.1  On and with effect from (but subject to the occurrence of) the Effective 
Time and immediately prior to the effectiveness of the Contract Amendments it 
is agreed that the following shall, and hereby does, take place:

     (a)   the Old Owner releases and discharges the Builder from all 
           obligations, liabilities, claims and demands under the Old Contract;

     (b)   the Builder releases and discharges the Old Owner from all 
           obligations, liabilities, claims and demands under the Old 
           Contract;

     (c)   the New Owner has the benefit of the Novated Rights to the 
           exclusion of the Old Owner and the Builder assumes towards the New 
           Owner all obligations and liabilities corresponding to the Novated 
           Rights;

     (d)   the New Owner assumes the Novated Obligations (including, without 
           limitation, the obligation to pay all Future Instalments in 
           accordance with the New Contract) and the Builder has the benefit 
           of all rights and claims corresponding to the Novated Obligations,
           such that with effect from the Effective Time the Old Contract 
           shall cease to have effect as between the Builder and the Old Owner 
           and shall be novated so as to bring the New Contract into effect 
           between the Builder and the New Owner.

4.2  The Builder acknowledges that all obligations and liabilities of the Old 
Owner under the Old Contract which have been performed or discharged by the 
Old Owner shall, to that extent, be treated by the Builder for the purposes of 
the New Contract as having been performed or discharged by the New Owner.

4.3  Except as otherwise expressly provided in this Agreement, nothing in this 
Agreement or the New Contract shall subject the Builder to any liability to 
which it would not otherwise be subject under the Old Contract or diminish in 
any way any rights or remedies to which the Builder would otherwise be 
entitled under the Old Contract or modify in any respect the Builder's 
contractual rights and obligations thereunder.

4.4  The Contract Amendments shall become effective on the Effective Time 
immediately after the novation pursuant to Clause 4.1.

5 OTHER TRANSACTIONS

5.1  At the Effective Time (subject to Clause 5.2), the following payments 
shall be made:

     (a)   the New Owner shall pay to the Builder an amount equal to the 
           aggregate of:

           (i)    the Sterling Equivalent of all payments previously made by 
                  the Old Owner to the Builder under the Old Contract; and

           (ii)   the Sterling Equivalent of all payments previously made by 
                  the Old Owner to OFE Suppliers under the Existing OFE 
                  Contracts; and

     (b)   the Builder shall subject to, but forthwith upon, receipt of the 
           payment from the New Owner pursuant to sub-clause (a) above (being
           the Initial Payment), pay to the Old Owner an amount equal to the 
           Initial Payment, such payment to be made to an account of the Old 
           Owner in London to be separately notified to the Builder and, for 
           the purposes of the following provision of this Clause, the New 
           Owner. 	The Builder hereby directs the New Owner to pay, on the 
           Builder's behalf, to the Old Owner at the Effective Time an amount 
           equal to the Initial Payment.  The Builder acknowledges that such 
           payment by the New Owner to the Old Owner shall constitute pro tanto
           satisfaction of the New Owner's obligation to make the Initial 
           Payment to the Builder in accordance with Clause 5.1(a).  The Old 
           Owner acknowledges that such payment by the New Owner to the Old 
           Owner shall constitute pro tanto satisfaction of the Builder's 
           obligation to make payment to the Old Owner in accordance with 
           Clause 5.1(b).

5.2  If the Effective Time occurs after 2:00 p.m (London time) the payments 
referred to in Clause 5.1 shall be made on the next Working Day after the day 
on which the Effective Time occurs.

5.3  At the Effective Time the Old Owner shall and hereby does pass title to 
the Existing Work and the Vessel as it is constructed to the Builder, and the 
Builder shall accept such title.  Thereupon, title to the Existing Work and 
the Vessel as it is constructed shall, and does hereby, pass automatically to 
the New Owner in accordance with Clause 9.1 of the New Contract.

5.4  At the Effective Time each of the Parent Guarantee and the Letter of 
Credit shall, for the avoidance of doubt, be returned cancelled and shall be 
replaced by the guarantee and letter of credit referred to in Clauses 3.2(b) 
and (c) respectively.

6    OFE CONTRACTS

6.1  At the Effective Time, the Old Owner and the Builder shall enter into 
OFE Assignments in respect of the Existing OFE Contracts. 

6.2  On or from time to time after the Effective Time the Builder's OFE Agent
shall enter into the Future OFE Contracts pursuant to the OFE Supervision 
Agreement. 

6.3  The consideration payable by the Builder for the Old Owner's (i) entering
into the OFE Assignments and (ii) assuming liability (as the Builder's OFE 
Agent) to make payment to OFE Suppliers under the Future OFE Contracts shall 
be the OFE Consideration.  It is hereby agreed that the Builder's obligation 
to pay the Old Owner the OFE Consideration shall, without prejudice to the 
assignment contained in Clause 6.4, be a limited recourse obligation, and only 
to pay such amount at the same time as the Builder receives from the New 
Owner:

     (a)   the payment referred to in Clause 5.1(a)(ii); or 

     (b)   an OFE Cost Instalment pursuant to Clause 8.3 of the New Contract.

6.4  As security for the Builder's obligation to pay the OFE Consideration to 
the Old Owner in the manner set out in Clause 6.3, the Builder hereby assigns 
and agrees to assign absolutely to the Old Owner all the Builder's right, 
title and interest in and to each OFE Cost Instalment.  The New Owner, by its
execution of this Agreement, hereby acknowledges such assignment.

6.5  Pursuant to the assignment contained in Clause 6.4 each OFE Cost 
Instalment shall be paid direct by the New Owner to the Old Owner to the 
account of the Old Owner to be notified pursuant to Clause 5.1(b).

6.6  Title to the OFE shall pass from the Builder to the New Owner in 
accordance with Clause 9.1 of the New Contract.  At the time of, and with 
effect from, such passing of title the Builder hereby assigns and agrees to 
assign absolutely to and in favour of the New Owner all the Builder's right, 
title and interest in and to the OFE Contracts relating to such OFE.  The 
Builder shall on the request of the New Owner's Agent from time to time give 
notice to the applicable OFE Suppliers in such form as the New Owner's Agent 
shall reasonably require.

7    MEASURE OF DAMAGES

7.1  The Builder hereby acknowledges and agrees with the New Owner and the Old 
Owner that, if the Builder is in default of its liabilities or breach of its 
obligations under the Old Contract, the Old Owner's entitlement to damages 
shall be preserved and vest in the New Owner.  If the Builder is in breach of 
its liabilities or obligations under the Old Contract or New Contract the 
measure of such damages shall be that which would have been payable to the 
Old Owner under the Old Contract if this Agreement had not been entered into.

7.2  For the avoidance of doubt, without prejudice to the generality of 
Clause 21 of the New Contract, the New Owner shall be entitled to assign all 
rights and claims in respect of the liabilities and obligations referred to 
in Clause 7.1 and all the New Owner's rights under the New Contract, without 
limitation.

7.3  The Builder shall not be liable to pay an aggregate amount under 
Clauses 17 or 25 of the New Contract in excess of the amount which the Builder 
would have been liable to pay under Clauses 17 and 25 of the Old Contract if 
this Agreement had not been entered into.  

8    BUILDER'S RIGHTS AGAINST NEW OWNER

8.1  The Builder agrees that, in relation to all amounts payable to it under 
the New Contract, it will first submit Builder's Quarterly Invoices or other 
invoices (in each case addressed to the New Owner) to the New Owner's Agent 
and not the New Owner.

8.2  The Builder will not re-submit any Builder's Quarterly Invoice or other 
invoices directly to the New Owner, or otherwise look to or make demand on the 
New Owner (except as permitted by Clause 8.1), for a period (the "Agreed 
Period") which shall be:

     (a)   seven (7) days, in the case of (i) instalments which are the 
           subject of invoices submitted pursuant to Clause 8.5(ii) of the 
           New Contract or (ii) any other amounts payable to the Builder 
           under the New Contract (other than amounts the subject of Builder's 
           Quarterly Invoices); and

     (b)   thirty (30) days, in the case of Builder's Quarterly Invoices.

8.3  On the first Working Day after the expiry of the Agreed Period (the 
"Agreed Date") the Builder may make demand directly on the New Owner for 
payment of any amount referred to in Clause 8.1 and which then remains unpaid 
and the New Owner shall, subject to the terms of the New Contract, thereupon 
be obliged to pay such amount on the date falling two (2) Working Days after 
the Agreed Date together with, for the avoidance of doubt, (but in the case of
Builder's Quarterly Invoices only if they are undisputed as referred to in 
Clause 8.10 of the New Contract) interest from the last day of the Agreed 
Period until payment at the rate of two per cent (2%) over one month LIBOR 
from time to time in the particular currency.

8.4  For the avoidance of doubt:

     (a)   references in this Clause 8 to amounts "payable" to the Builder 
           shall be without prejudice to the New Owner's right to contest 
           whether such amounts are payable in accordance with the terms of 
           the New Contract and, for this purpose, the expression "payable" 
           shall be deemed to include amounts allegedly payable;

     (b)   payment of any amount to the Builder by the New Owner's Agent 
           shall constitute pro tanto discharge of the New Owner's obligation 
           in respect of that amount; and

     (c)   the New Owner shall not be in default of its payment obligations 
           under the New Contract unless and until it shall fail to make a 
           payment in accordance with Clause 8.3.

9    CERTAIN OBLIGATIONS

9.1  The Old Owner (in its own capacity, not as agent of the New Owner and 
without liability of the New Owner) agrees to be bound by, and liable under, 
the provisions of the New Contract where it is stated in Appendix A that any 
obligations are obligations of Global Marine International Drilling 
Corporation (the provisions of the New Contract to which this Clause 9.1 
applies being Clauses 7.1, 10, 12.6, 17.2, 25.3 and 26.2).  The Builder 
acknowledges that the New Owner shall have no liability under those provisions.

9.2  The Builder agrees to be bound by, and liable under, the provisions of 
the New Contract which are expressed to be for the benefit of the New Owner's 
Agent (the provisions of the New Contract to which this Clause 9.2 applies 
being Clauses 3.4, 3.5, 17.1, 25.2 and (by reason of the amendment to the 
definition of "Owner Group") 26.1.

10   VAT

10.1 If Value Added Tax is chargeable on any supplies hereunder with the 
result that the Builder is required to account for Value Added Tax in respect 
of any supply made by it under, or as contemplated in, this Agreement, the 
New Contract, the OFE Assignments, the Put Option Agreement or the OFE 
Supervision Agreement, the Old Owner and/or the New Owner (depending on to 
whom the supply is made) shall pay to the Builder on demand such Value 
Added Tax against receipt by the Old Owner or the New Owner (as applicable) 
of a valid VAT invoice in respect of the relevant supply.

10.2 If the Builder shall make any payments under, or as contemplated in this 
Agreement or the other Building Agreements which shall bear or include Value 
Added Tax which the Builder shall not be able to recover (by way of repayment 
or credit) from the Value Added Tax authority which Value Added Tax it would 
not have incurred or would have been able to recover had it not entered into 
this Agreement then the Old Owner shall indemnify the Builder against such non-
recoverability by paying to the Builder an amount equal to the Value Added Tax 
not recovered by the Builder provided that the Builder shall specify the basis 
of calculation and the circumstances in which the claim under this Clause 10.2
has arisen.

10.3 The Old Owner, the Builder and the New Owner agree to co-operate with a 
view to minimising any Value Added Tax payable by any of them under this 
Agreement, the New Contract, the OFE Assignments, the Put Option Agreement or 
the OFE Supervision Agreement.  The Builder agrees to use all reasonable 
endeavours to ensure that any Value Added Tax in respect of which indemnity 
may be available under Clause 10.2 is recovered as aforesaid.  If it 
subsequently transpires that any Value Added Tax in respect of which the 
Builder has been indemnified under Clause 10.2 is recovered by the Builder, 
the Builder shall promptly refund to the Old Owner the amount so recovered.

10.4 The consideration for the supplies under, or as contemplated by, this 
Agreement or the other Building Agreements shall be exclusive of Value Added 
Tax.

11   STAMP DUTY

11.1 The Old Owner is of the understanding that none of the following 
documents, that is to say:   

     (a)   the New Contract; this Agreement; the OFE Contracts, the OFE 
           Assignments, the Put Option Agreement; the Put Notice; the 
           certificate to be entered into pursuant to Clause 3.4 in the form 
           of Appendix D (together "the Transaction Documents"); and

     (b)   any other written instrument of any kind entered into in connection
           with or pursuant to the Transaction Documents of which the main 
           effect or purpose is (or of which one of the main purposes is) to 
           transfer title to any part of the Work from one of the parties to 
           this Agreement to another of them (together "the Documents" and 
           severally "the Document"), is chargeable to United Kingdom stamp 
           duty.  In case any of the Documents is chargeable to stamp duty 
           the Old Owner shall, subject to Clauses 11.2 and 11.3, indemnify 
           the Builder against any stamp duty imposed on or in connection 
           with any of the Documents (including any penalties and interest 
           accrued up to 3 Working Days after any payment to the Builder under 
           this Clause).

11.2 The Old Owner shall not be liable under Clause 11.1 in respect of stamp 
duty on any document executed before the execution of the Building Agreements.

11.3 The Builder will use its reasonable endeavours to avoid unnecessarily 
rendering the Old Owner liable under Clause 11.1 provided always that the 
Builder shall be entitled to present an executed original or counterpart 
document to the relevant authority for stamping in any case where:

     (a)   such document is intended to be used by the Builder as evidence in 
           legal proceedings and would be inadmissible in evidence if left 
           unstamped; or

     (b)   an official or authority empowered to require production of the 
           same has made a written request for the Builder to produce a 
           stamped executed original or counterpart document (whether in 
           connection with taxation or otherwise); or

     (c)   it is obligatory to file a stamped executed original or counterpart 
           document with any official or authority; or

     (d)   the New Owner has requested the Builder in writing to present an 
           executed original or counterpart documents for stamping.  Before 
           communicating with the Inland Revenue in relation to the question 
           of whether any Document is chargeable to stamp duty, the Builder 
           shall notify the Old Owner in writing and the Old Owner shall have 
           the right at its own cost promptly to conduct any such 
           communications with the Inland Revenue and, if the Inland Revenue 
           determine that such Document is chargeable to stamp duty, the Old 
           Owner shall be entitled at its own cost to take on the conduct of 
           any appeal on behalf of the Builder, keeping the Builder and the 
           New Owner promptly informed of all matters relating to such 
           communications or appeal and on the basis that the Old Owner shall
           first promptly submit all material communications which are to be 
           transmitted to the Inland Revenue to the Builder and the New Owner 
           and shall take account of their reasonable comments. The Old Owner 
           shall indemnify the Builder on demand against its reasonable costs 
           incurred in connection with any actions taken by it under this 
           Clause.

12    MISCELLANEOUS

12.1  This Agreement may be executed in several counterparts and any single 
counterpart or set of counterparts signed, in either case, by all of the 
parties thereto shall be deemed to be an original, and all counterparts when 
taken together shall constitute one and the same instrument.

12.2  This Agreement may be amended only by an instrument in writing signed by 
all of the parties hereto.

12.3  Any waiver of any right, power or privilege by any party hereto shall be 
in writing signed by such party.  No failure or delay by any party hereto to 
exercise any right, power or privilege under this Agreement shall operate as 
a waiver thereof nor shall any single or partial exercise of such right, power 
or privilege preclude any further exercise thereof or of any other right, power
or privilege.

12.4  Each party agrees, at the request of any other party to enter into such 
further documents and do all such further acts as the requesting party may 
reasonably require to give full effect to the purpose and intent of this 
Agreement.  The requesting party (or the Old Owner if the requesting party is 
the New Owner) shall reimburse the other parties for all out of pocket costs 
and expenses (including legal fees and expenses) reasonably incurred by each 
other party in furtherance of action taken pursuant to this Clause 12.4.

12.5  The service by the New Owner of a Put Notice (as defined in the Put 
Option Agreement) pursuant to and in accordance with the Put Option Agreement 
shall release the parties from their obligations under this Agreement except 
that the provisions of Clause 7, 10, 11, 12.4, this 12.5, 13, 14 and 15 shall 
survive and continue after the service of a Put Notice.

12.6  No party shall be entitled to assign or otherwise transfer its rights 
or obligations under this Agreement or the other Building Agreements without 
the prior written consent of the other parties, provided that:

      (a)   the New Owner shall be entitled to assign, transfer, novate or 
            otherwise dispose of all (but not part only) of its rights and 
            obligations under this Agreement and the other Building Agreements 
            to which it is a party to any person who is a member of the New 
            Owner's group of companies (that is Barclays Bank PLC and all its 
            Subsidiaries (UK) (as defined in the Lease) from time to time and 
            its Holding Company (as defined in the Lease) from time to time) 
            but no other party to this Agreement shall be under any greater 
            obligation or liability under this Agreement or any of the other 
            Building Agreements than it would have been under but for such 
            assignment, transfer, novation or other disposal; and

      (b)   the New Owner shall be freely entitled to assign its rights 
            obtained by assignment pursuant to Clause 6.6.	This Clause 12.6 
            is without prejudice to Clause 7.2 or the operation of the Put 
            Option Agreement.

12.7  The Replacement Letter of Credit will be capable of being drawn in 
      respect of amounts due from the Builder to Nelstar Leasing Company 
      Limited ("Nelstar") under the shipbuilding contract (as novated) in 
      respect of Builder's Hull No. 1739.  Accordingly, the New Owner 
      agrees:

      (a)   that any amount drawn under the Replacement Letter of Credit 
            which is in respect of such obligations (as certified by the New 
            Owner's Agent to the New Owner) will promptly upon receipt by the 
            New Owner be paid to Nelstar; and

      (b)   that any amount received by the New Owner from Nelstar pursuant 
            to Clause 12.7(a) of the novation agreement in respect of Hull 
            No. 1739 shall promptly be paid by the New Owner to the Old Owner 
            (in its capacity as lessee under the Lease and pursuant to 
            Clause 14 thereof).

13    NOTICES

13.1  Every notice, consent, request, demand or other communication (a 
"Notice") under this Agreement or the New Contract shall:

      (a)   be in the English language and in writing delivered personally or 
            by prepaid first class airmail letter or delivered by hand or 
            sent by fax;

      (b)   be sent:

            (i)   to the Builder to:

                  The Project Manager
                  Ship No: 1740
                  Harland and Wolff Shipbuilding and Heavy Industries Limited
                  Queen's Island
                  Belfast
                  BT3 9DU
                  Northern Ireland

                  Fax:		01232-458515

            (ii)  to the New Owner to:

                  BMBF (No.12) Limited
                  c/o Barclays Mercantile Business Finance Limited
                  Churchill Plaza
                  Churchill Way
                  Basingstoke
                  Hampshire RG21 7GL
                  England

                  Fax:		+(44) 01256 810283
                  Attention:	Company Secretary
                  Referring to:	"Schedule number 52/5050 5371-3"

         	(iii)   to the Old Owner to:

                  Global Marine International Drilling Corporation
                  c/o McKinney, Bancroft & Hughes
                  Mareva House, 4 George Street
                  P.O. Box N.3937
                  Nassau, Bahamas

                  Fax:		001 242 328 2520
                  Attention:	Mr Richard Lightbourn

                  With copies to:

                  Global Marine International Drilling Corporation
                  Parkstraat 83
                  2514 JG Den Haag
                  The Netherlands
 
                  Fax: 		(0031) 70 302 833
                  Attention:	Mr Bruce Watson

                  and

                  Global Marine Inc.
                  777 N. Eldridge Parkway
                  Houston, Texas 77079

                  Fax:		(1) 281 596 5196
                  Attention:	General Counsel

                            			and

                  Global Marine Drilling Company
                  777 N. Eldridge Parkway
                  Houston, Texas 77079

                  Fax:		(1) 281 596 5179
                  Attention:	John A. Thorson
                		(Manager Construction and Marine Projects)

or in each case to such other person or address as one party may, by not less 
than three (3) Working Days' notice, notify in writing to other parties hereto.

      (c)    any Notice shall be deemed to have been given or received to or 
             by the party to whom it is addressed ten (10) days following 
             posting, if posted by first class prepaid airmail post and on 
             receipt, if delivered by hand.  Any notice sent by fax shall be 
             treated as received only when the sender has received a fax by 
             return from the recipient acknowledging receipt;

      (d)    a Notice to the Old Owner shall be copied as referred to in 
             sub-clause (b) above but no failure to serve a copy or copies 
             will invalidate a notice served on the Old Owner.

14    BUILDER'S COSTS AND EXPENSES

14.1  The Old Owner shall reimburse the Builder on demand, on a full indemnity
basis, for all costs and expenses (including legal fees and disbursements plus 
any Value Added Tax payable thereon) incurred by the Builder in connection 
with or arising out of the negotiation, execution, operation and implementation
of the Building Agreements (other than the Old Contract) and any other 
documents required in connection therewith (including, for the avoidance of 
doubt, arising out of any assignments by the New Owner pursuant to Clause 
12.6(a) or Clause 9.6 of the Put Option Agreement).

15    LAW

15.1  This Agreement and the rights and obligations of the parties hereunder 
shall be governed by and construed in accordance with the laws of England and 
Wales.

15.2  Each of the parties hereto submits to the jurisdiction of the courts of 
England with respect to this Agreement (any such legal action or proceedings 
before such courts being "Relevant Proceedings").  By its execution and 
delivery of this Agreement each of the parties hereto:

      (a)   hereby accepts for itself and in respect of its property, 
            generally and unconditionally, the exclusive jurisdiction of the 
            aforesaid courts with respect to any Relevant Proceedings;

      (b)   waives any objections on the grounds of venue or forum non 
            conveniens or any similar grounds with respect to any Relevant 
            Proceedings;

      (c)   agrees that final judgment against it in any Relevant Proceedings 
            shall be conclusive and may be enforced in any other jurisdiction 
            by suit on the judgment; and the Old Owner hereby designates, 
            appoints and empowers WFW Legal Services Limited at its 
            registered office for the time being (currently at 15 Appold 
            Street, London EC2A 2HB) to receive, for and on behalf of it, 
            service of process in such jurisdiction in any Relevant 
            Proceedings.  The Old Owner agrees that it will at all times 
            continuously maintain an agent to receive service of process in 
            England on its behalf and on behalf of their property with respect 
            to any Relevant Proceedings and in the event that, for any reason, 
            such agent named above or its successor shall no longer serve as 
            agent of the Old Owner to receive service of process in England 
            with respect to any Relevant Proceedings it shall promptly appoint 
            a successor and advise the other parties thereof.  It is
            understood that a copy of any such process served on any such 
            agent will be promptly forwarded by first class prepaid mail to 
            the Old Owner at its address specified in Clause 13 but the 
            failure of the Old Owner, to receive such copy shall not affect in
            any way the service of such process on the said company as the 
            agent of such party.

15.3  The provisions of this Clause 15 are without prejudice to the provisions 
of Clause 20 of the Old Contract and the New Contract, which shall continue 
to apply in relation to the Old Contract and the New Contract, respectively.

SIGNED by the representatives of the parties.

___________________________________________
J.P.WARD, Attorney-in-Fact for H&W
Duly authorised for and on behalf of
HARLAND AND WOLFF SHIPBUILDING 
AND HEAVY INDUSTRIES LIMITED



___________________________________________	
TIM HOLGATE
Duly authorised for and on behalf of
BMBF (No.12) LIMITED




___________________________________________	
W.A. BAKER
Duly authorised for and on behalf of
GLOBAL MARINE INTERNATIONAL DRILLING
CORPORATION



                                  APPENDIX A
                             CONTRACT AMENDMENTS

Capitalised words and expressions defined in the Old Contract, or in the 
Novation Agreement of which this Appendix A forms part, shall have the same 
meanings when used herein.  With effect from the Effective Time the New 
Contract shall be and it is hereby supplemented and amended as set out below.

1     General

      	All references to "Owner" shall be construed as references to the New 
       Owner rather than the Old Owner save as provided below in this 
       paragraph 1 or elsewhere in this Appendix A.

       (a)  in Clause 1.1.20 the references to "Owner" shall mean the Old 
            Owner before the Effective Time and the New Owner as from the 
            Effective Time, and the words "(or the Supervisor on behalf of the 
            Owner)" shall be inserted immediately after "Owner", where it 
            appears twice;

       (b)  in Clause 1.1.28 the first reference to "Owner" shall mean the Old 
            Owner and the second reference to "Owner" shall mean the Old Owner 
            before the Effective Time and the New Owner as from the Effective 
            Time, and the words "(or by the Supervisor on behalf of the 
            Owner)" shall be inserted immediately after the second reference 
            to "Owner";

       (c)  in Clause 2.1 the reference to "Owner's design" in the second line 
            shall mean the Old Owner's design;

       (d)  in Clause 3.2 the reference to "Owner" in the second line of 
            sub-clause (a) shall mean the Old Owner and the words "(or by the 
            Supervisor)" shall be inserted immediately after "Owner" where it 
            appears elsewhere in Clause 3.2;

       (e)  in Clause 3.4 the reference to "Owner" in the fourth line shall 
            mean the Old Owner (so that, for the avoidance of doubt, the Owner 
            I.P.R. shall be and remain the sole and exclusive property of the 
            Old Owner and not the New Owner);

       (f)  in Clause 3.5 the references to "Owner" shall mean the Old Owner 
            (so that, for the avoidance of doubt, the applicable Builder's 
            Working Drawings and other applicable rights referred to in that 
            Clause shall be and remain the property of the Old Owner and not 
            the New Owner);

       (g)  in Clause 12.2 (final paragraph) the references to "Owner" where 
            they occur in the second and fifth lines shall mean the Old Owner 
            before the Effective Time and the New Owner or the New Owner's 
            Agent as from the Effective Time, and the words "(or by the 
            Supervisor") shall be inserted immediately after "Owner" where 
            it so appears;

       (h)  in Clause 16.3 the references to "Owner" where they occur twice 
            shall mean the Old Owner before the Effective Time and the New 
            Owner as from the Effective Time, and the words "(or the 
            Supervisor)" shall be inserted immediately after "Owner" where 
            is so appears; 2 Clause 1.1.16, Clause 8.2 and Schedule Three.

Letter of Credit

      The Letter of Credit shall be replaced by, and "Letter of Credit" shall 
mean, the letter of credit in the form of Appendix F to the Novation Agreement 
and, where the context requires, shall include the letter of credit issued or 
to be issued pursuant to the novation agreement in respect of Hull No. 1739.


3    Clause 1.1.19, "Owner Furnished Equipment"

    	The continued use of the expressions "Owner Furnished Equipment" and 
"OFE" in the New Contract shall be for convenience only and shall not affect 
the provisions of the New Contract in relation to the rights and obligations 
of the parties in relation to such equipment.

4    Clause 1.1.22, Clause 8.2 and Schedule Four.  Parent Company Guarantee
     The Parent Company Guarantee shall be replaced by, and "Parent Company 
     Guarantee" shall mean, the guarantee in the form of Appendix E of the 
     Novation Agreement.

5    Clause 1.1.21.  "Owner Project Manager"

     The following shall be inserted after "by Owner" in the first line:

     "(or by the Supervisor on behalf of the Owner)".

6    Clause 1 - Interpretation

     New defined terms shall be inserted as follows:

     (a)   ""Builder's OFE Agent" means Global Marine International Drilling 
           Corporation in its capacity as agent and supervisor for the Builder 
           appointed under the OFE Supervision Agreement;";

     (b)   ""Novation Agreement" means an agreement relating to this Contract 
           entered into or to be entered into among the Builder, BMBF (No.12) 
           Limited and the Owner;";

     (c)   ""OFE Contract" means any contract for the supply of an item or 
           items of OFE entered or to be entered into between Global Marine 
           International Drilling Corporation (whether on its own behalf or 
           as the Builder's OFE Agent) and an Owner Supplier or Owner 
           Subcontractor;";

     (d)   ""OFE Cost" means the cost of OFE specified in Clause 8.1.B;";

     (e)   ""OFE Supervision Agreement" means a supervision agreement entered 
           into or to be entered into between the Builder and the Builder's 
           OFE Agent whereby, amongst other things, the Builder's OFE Agent 
           is appointed agent and supervisor of the Builder in respect of the 
           OFE Contracts;";

     (f)   ""Supervision Agreement" means the supervision agreement relating 
           to this Contract entered into or to be entered into between BMBF 
           (No. 12) Limited and Global Marine International Drilling 
           Corporation;";

     (g)   ""Supervisor" means Global Marine International Drilling 
           Corporation, having been appointed by the Owner to act as Owner's 
           exclusive supervisor and agent for the purposes of this Contract 
           upon the terms and conditions set out in the Supervision 
           Agreement;";

     (h)   ""Total Vessel Cost" means the aggregate of the Contract Price 
           and the OFE Cost;".

7    Clause 5.16

     Clause 5.16 shall be amended by inserting "(including the Supervisor and
     Supervisor's Operations Personnel)" after "operations personnel" in the 
     first line.

8    Clause 7 - Owner Furnished Equipment

     Clause 7 shall be amended as follows:

     (a)   Clause 7.1 shall be deleted and replaced with the following:

           "7.1	All items of Owner Furnished Equipment shall be delivered to 
           the Builder's Yard by the Builder's OFE Agent in accordance with 
           the delivery date for such item specified in the initial Primavera 
           critical path project schedule (as amended from time to time by 
           Permissible Delay), (the "OFE Scheduled Delivery Date") provided 
           that the Builder shall be under no liability for any failure or 
           delay in such delivery.";

     (b)   in Clause 7.6, the word "Owner" in the first line shall be
           replaced by "Builder's OFE Agent".

9    Clause 8 - Price and Terms of Payment

     Clause 8 shall be amended as follows:

     (a)   Clause 8.1B shall be deleted and replaced with the following:

           "B	An estimated sum of United States Dollars One hundred and ten
           million (US$110,000,000) for OFE, subject to upward or downward 
           adjustment as notified by the Supervisor to the Builder from time 
           to time, having regard to the OFE necessary to complete this 
           Contract but in no circumstances greater than United States 
           Dollars One hundred and twenty million (US$120,000,000).";

     (b)   Clause 8.2 shall be deleted and replaced with the following:

           "8.2	Builder shall provide the Parent Company Guarantee (in the 
           form of Appendix E to the Novation Agreement) and the Letter of 
           Credit (in the form of Appendix F to the Novation Agreement) at 
           the time required by, and otherwise in accordance with, the 
           Novation Agreement.";

     (c)   Clause 8.3 shall be deleted and replaced with the following: 

           "8.3	With effect from the Effective Time (as defined in the Novation
           Agreement) payment of the Total Vessel Cost shall be made or has 
           been made (as the case may be) by instalments from or on behalf of 
           the Owner to the Builder as follows:

8.3.1 Twenty percent (20%) of the Contract Price on signature of this
      Contract within seven (7) days of Owner's receipt of Builder's
      invoice (receipt of which the Builder hereby acknowledges);

8.3.2 Twenty percent (20%) of the Contract Price at the start of the
      continuous cutting of steel but not before September 1 1998
      (receipt of which the Builder hereby acknowledges);

8.3.3 Twenty percent (20%) of the Contract Price on keel laying of a
      minimum of five hundred (500) tons of steel, but not before
      March 1, 1999, together with such amount of the OFE Cost as
      equals the aggregate amount paid by Global Marine International
      Drilling Corporation (as the party liable under each OFE Contract,
      including, where applicable, as the Builder's OFE Agent) to the
      applicable suppliers of OFE after the Effective Time (as defined
      in the Novation Agreement) and up to and including the due date
      for payment pursuant to this Clause 8.3.3;

8.3.4 Twenty percent (20%) of the Contract Price at floatation of the
      Vessel in a condition where it can be floated without requiring
      new docking, but not before September 15, 1999, together with
      such amount of the OFE Cost as equals the aggregate amount paid
      by Global Marine International Drilling Corporation (as the party
      liable under each OFE Contract, including, where applicable, as
      the Builder's OFE Agent) to the applicable suppliers of OFE after
      the date of payment pursuant to Clause 8.3.3 and up to and
      including the due date for payment pursuant to this clause 8.3.4;
      and

8.3.5 Twenty percent (20%) of the Contract Price, plus or minus any
      increases or decreases occasioned in accordance with the
      provisions of this Contract or any Amendment hereof which have
      not previously been accounted for by adjustment of this or any
      earlier instalments, at Delivery of the Vessel, estimated to be
      February 10, 2000, together with such amount of the OFE Cost as
      equals the aggregate amount paid by Global Marine International
      Drilling Corporation (as the party liable under each OFE Contract,
      including, where applicable, as the Builder's OFE Agent) to the
      applicable suppliers of OFE after the date of payment pursuant to
      Clause 8.3.4 and up to and including the due date for payment
      pursuant to this Clause 8.3.5;

      (d)   in Clause 8.7, the details of the Builder's Account No. are as 
            follows:	

            The Bank of New York
            New York, NY
            Swift No.		1RVTUS3N
            Account No.		890-00337-877
            Beneficiary Bank:	Ulster Bank Limited, Belfast
         			P O Box 235
            40 Linenhall Street
            Belfast  BT2 8AZ

            Sort Code:		98-00-05
            Swift No.		ULFBGB2B
            Account No.		114546102
            Account Name:	Harland and Wolff Shipbuilding and Heavy 
                          Industries Limited

For the purposes of calculation of default interest no account shall be taken 
of the OFE Cost element of any instalment (and any partial payment of an 
instalment shall be appropriated first towards due payment of the Contract 
Price).

10     Clause 9 - Property and Jurisdiction

      	(a)   Clause 9.1 shall be deleted and replaced with the following:

             "9.1	Upon payment of the sum due under Clause 8.3.1 the Vessel,
             as it is constructed, and all machinery, equipment and materials
             whether wholly or partially finished or unfinished from time to 
             time appropriated or intended for it in the Builder's Yard or 
             elsewhere (including, without limitation, Owner Furnished 
             Equipment) shall become and remain the absolute property of the 
             Owner (but at the risk of the Builder) notwithstanding that any 
             such machinery, equipment and materials shall subsequently be 
             worked upon by the Builder or its Subcontractors or otherwise 
             processed or incorporated into the Vessel and shall not be 
             within the ownership or dispostion of the Builder, but the 
             Builder shall at all times have a lien thereon (excluding Owner 
             Furnished Equipment) for any part of the Contract Price which 
             is unpaid and for any sums due from time to time in accordance 
             with this Contract provided that such lien shall not continue or 
             be enforceable by or on behalf of the Builder in any of the 
             circumstances described in Clauses 15.1 or 15.2.";

       (b)   Clause 9.3 shall be deleted and replaced with the following:

             "9.3 Any items, other than Owner Furnished Equipment, not used
             in the construction of the Vessel shall after Delivery revert to 
             and become the property of the Builder.".

11     Clause 10 - Insurance

      	The obligations of "Owner" shall not be obligations of the New Owner 
       but shall be obligations of the Old Owner (in its own capacity, not 
       as agent of the New Owner and without liability of the New Owner) to 
       comply with Clause 10 on such amended basis as shall be agreed as 
       referred to in the Novation Agreement.

12     Clause 12 - Delivery

       (a)   A new Clause 12.5 shall be inserted as follows (and the existing
             Clause 12.5 shall be re-designated 12.6):

             "12.5 Any amounts payable to or by the Builder shall be
             ascertained two (2) Business Days before Delivery.";

       (b)   The obligations of "Owner" under the last sentence only of
             Clause 12.6 (as re-designated above) shall not be obligations 
             of the New Owner but shall be obligations of the Old Owner (in 
             its own capacity, not as agent of the New Owner and without 
             liability of the New Owner).

13     Clause 13 - Force Majeure

      	In Clause 13.1, the following shall be inserted after "party affected" 
       in the second line:

       "(which, in relation to an event affecting the Owner, shall include 
       the Supervisor)".

14     Clause 14 - Default of the Owner

       (a)   Clause 14.1 shall be amended by adding at the beginning "Subject
             to Clause 8 of the Novation Agreement.";

       (b)   Clause 14.1.1 shall be amended by deleting "Contract Price" and
             replacing it with "Total Vessel Cost";

15     Clause 15 - Default of the Builder

       (a)   In paragraph (i) of Clause 15.2 there shall be deleted the
             words "(c) any and all amounts reasonably and properly paid by 
             Owner for Owner Furnished Equipment which has been incorporated 
             in the Vessel" (it being acknowledged, for the avoidance of 
             doubt, that the words in paragraph (a) "the aggregate amount of 
             all sums paid pursuant to Clause 8" include the Total Vessel 
             Cost).

       (b)   In paragraph (ii) of Clause 15.3 after the words "the Letter of
             Credit" there shall be inserted "including procuring a demand 
             under the letter of credit issued pursuant to the shipbuilding 
             contract (as novated) for hull no. 1739)".

       (c)   In Clause 15.5 there shall be inserted after "Supplier contracts"
             in the third line the words "and the OFE Contracts" and after 
             "Subcontracts" in the fifth line the words "Supplier contracts 
             and the OFE Contracts".

16     Clause 17 - Indemnities for Information Supplied

       (a)   In Clause 17.1 there shall be inserted after "Owner" in the first 
             line the words "and the Supervisor", after "Owner" in the second 
             line the words "or the Supervisor", after "Owner" in the third 
             line the words "Supervisor," and after "Owner" in the fifth line 
             the words "as Supervisor".

       (b)   In Clause 17.2 the obligations of "Owner" shall not be 
             obligations of the New Owner but shall be obligations of the 
             Old Owner (in its own capacity, not as agent of the New Owner 
             and without liability of the New Owner).

17     Clause 24 - Entire Contract

       In the first line after "Contract" there shall be inserted "(together 
       with the Novation Agreement and the matters referred to therein)".

18     Clause 25 - Liability and Indemnification

       (a)   In Clause 25.1 (a), a new paragraph (iii) shall be inserted as
             follows:

             "Supervisor, its Parent, subsidiary, affiliated, associated 
             Companies;",

       former paragraph (iii) shall be renumbered (iv) accordingly, and the 
       words "and clause 25.1(a)(iii)" shall be inserted at the end of such 
       paragraph (iv).

       (b)   In Clause 25.3 the obligations of "Owner" shall not be
             obligations of the New Owner but shall be obligations of the Old 
             Owner (in its own capacity, not as agent of the New Owner and 
             without liability of the New Owner).

19     Clause 22 - Notice and communications

       Clause 13 of the Novation Agreement (to the extent it relates to the 
       New Owner and the Builder) shall apply to notices and correspondence 
       between the New Owner and the Builder, provided that all notices from 
       the Builder to the New Owner shall be copied to the Supervisor at the 
       address and other details for the Old Owner set out in the Novation 
       Agreement.



                                   APPENDIX B
                      FORM OF CERTIFICATE (CLAUSE 3.2(a))


Novation Agreement dated [         ] 1998 among (i) Harland and Wolff 
Shipbuilding and Heavy Industries Limited (ii) BMBF (No.12) Limited and 
(iii) Global Marine International Drilling Corporation (the "Novation 
Agreement").

                                                                    [Date]

Reference is made to the Novation Agreement and it is hereby confirmed, 
pursuant to Clause 3.2(a) of the Novation Agreement, that the conditions 
precedent referred to in Schedule 4, Parts 1 and 2 of the Lease have been 
fulfilled to our satisfaction or have been temporarily waived to our 
satisfaction pursuant to Clause 3.4 of the Lease.

Words and expressions defined in the Novation Agreement shall have the same 
meanings when used herein.

_________________________________________
For and on behalf of
BMBF (No.12) Limited



                                  APPENDIX C
                     FORM OF CERTIFICATE (CLAUSE 3.2(g))



Novation Agreement dated [         ] 1998 among (i) Harland and Wolff 
Shipbuilding and Heavy Industries Limited (ii) BMBF (No.12) Limited and 
(iii) Global Marine International Drilling Corporation (the "Novation 
Agreement").

                                                                  [Date]

Reference is made to the Novation Agreement and it is hereby confirmed, 
pursuant to Clause 3.2(g) of the Novation Agreement that the conditions 
precedent referred to Schedule 4, Part 4 of the Lease have been fulfilled to 
the satisfaction of the Lessee or have been temporarily waived to the 
satisfaction of the Lessee.

Words and expressions defined in the Novation Agreement shall have the same 
meanings when used herein.


_________________________________________
For and on behalf of
GLOBAL MARINE INTERNATIONAL DRILLING CORPORATION




                                   APPENDIX D
                       FORM OF EFFECTIVE TIME CERTIFICATE 



Novation Agreement dated [                      ] 1998 among (i) Harland and 
Wolff Shipbuilding and Heavy Industries Limited, (ii) BMBF (No.12) Limited 
and (iii) Global Marine International Drilling Corporation (the "Novation 
Agreement")

                                                                      [Date]

Reference is made to the Novation Agreement and it is hereby confirmed, 
pursuant to Clause 3.4 of the Novation Agreement, that the Effective Time 
(as therein defined) is [	] [am][pm] 

(London time) on [                        ] 1998.


_________________________________________
For and on behalf of
HARLAND AND WOLFF SHIPBUILDING AND 
HEAVY INDUSTRIES LIMITED




_________________________________________
For and on behalf of
BMBF (No.12) LIMITED





_________________________________________
For and on behalf of
GLOBAL MARINE INTERNATIONAL DRILLING CORPORATION



                                    APPENDIX E
               FORM OF REPLACEMENT BUILDER PARENT COMPANY GUARANTEE



THIS PARENT COMPANY GUARANTEE (hereinafter called "GUARANTEE") is made this 
                day of 		1998 by HARLAND AND WOLFF HOLDINGS PLC having its 
registered office at Queen's Island, Belfast BT3 9DU (hereinafter called 
"GUARANTOR") in favour of BMBF (No.12) LIMITED having its registered office 
at Churchill Plaza, Churchill Way, Basingstoke, Hampshire RG21 7GP 
(hereinafter called "OWNER").

WHEREAS, GUARANTOR has agreed that it will to the extent hereinafter set 
forth guarantee the due performance by Harland and Wolff Shipbuilding and 
Heavy Industries Limited ("H&W") of its obligations under the Shipbuilding 
Contract relating to H&W hull no. 1740 originally made between H&W and Global 
Marine International Drilling Corporation (formerly Global Marine 
International Services Corporation)] (as subsequently amended, supplemented 
and novated in favour of the OWNER, the "CONTRACT").

NOW THEREFORE in consideration of the OWNER's agreeing to enter into the 
novation of the CONTRACT referred to above and payment of Pounds-Sterling 1
by the OWNER to the GUARANTOR (the receipt and sufficiency of which is hereby
acknowledged by the GUARANTOR), it is hereby agreed as follows:

1   GUARANTOR guarantees the punctual true and faithful performance and 
    observance by H&W of all its obligations under or in accordance with the 
    CONTRACT and in the event of any breach of the obligations of H&W under 
    the CONTRACT then:

    (a)	  upon being required to do so by OWNER by notice in writing the 
          GUARANTOR shall of its own expense perform or take whatever steps 
          may be necessary to procure performance of the obligations of H&W 
          under the CONTRACT and shall from the date of such notice assume
          jointly and severally with H&W all the rights and obligations of 
          the CONTRACT in every way as if GUARANTOR were party thereto; and

    (b)	  GUARANTOR shall indemnify OWNER against all direct losses, damage 
          costs and expenses which OWNER may suffer or incur by reason of or 
          in connection with a breach by H&W of any of its obligations under 
          the CONTRACT provided that GUARANTOR shall in no event have any 
          greater liability under this Guarantee in respect of such breach 
          than that of H&W under the CONTRACT in relation thereto.

2   Without any prejudice to Clause 1, GUARANTOR guarantees to OWNER the 
    payment by H&W of any and all amounts from time to time or at any time 
    payable by H&W to OWNER under or in connection with the CONTRACT and 
    undertakes to pay to OWNER forthwith upon demand by OWNER any and all 
    amounts which H&W shall have failed, now or in the future, to pay to 
    OWNER under or in connection with the CONTRACT.

3   GUARANTOR shall not be discharged or released from this GUARANTEE by 
    any arrangement made between H&W and OWNER under the CONTRACT or by any 
    forbearance whether as to payment, time, performance or otherwise even 
    though such arrangement, alteration or forbearance may be without the 
    assent of GUARANTOR, or by the liquidation, bankruptcy or insolvency of 
    H&W.

4   This GUARANTEE may be freely assigned by OWNER to any of its permitted 
    assignees under the CONTRACT.

5   This GUARANTEE shall be construed and governed in accordance with English 
    Law and GUARANTOR agrees to submit to the jurisdiction of the English 
    courts.

6   This Guarantee shall expire on the expiry of the Guarantee Period as 
    defined in the CONTRACT.

IN WITNESS WHEREOF, this GUARANTEE has been executed by duly authorised 
representatives of the GUARANTOR and the OWNER in duplicate effective as of 
the date and year first above written.



By:	.................
By:	.................



                                  APPENDIX F
                FORM OF REPLACEMENT STANDBY LETTER OF CREDIT


[name and address of Issuing Bank]


                                                                 Date 	[		]


To:  BMBF (No.12) Limited
     Churchill Plaza
     Churchill Way
     Basingstoke
     Hampshire
     RG21 7GP

We refer to the contract originally made on 28 March, 1998 between Global 
Marine International Drilling Corporation (formerly Global Marine 
International Services Corporation) and Harland and Wolff Shipbuilding and 
Heavy Industries Limited (the "Builder", which expression shall include its 
successors, assigns or transferees) (as subsequently amended, supplemented 
and novated in favour of BMBF (No.12) Limited (the "Buyer" which expression 
shall include its successors, assigns, or transferees), (the "Contract"):

In connection with the Contract we hereby issue at the request of the Builder 
our irrevocable Standby Letter of Credit No. [            ] in your favour 
for the aggregate maximum amount of Twenty Million United States Dollars 
(US$20,000,000) expiring on 10th August 2000 (the "Expiry Date").

The amount which may be drawn by you under this Letter of Credit shall be 
automatically reduced by the amount of any drawing hereunder.  Partial 
drawings are permitted. 

We hereby undertake that if, before 5pm London time on the Expiry Date, 
Global Marine International Drilling Corporation (the "Agent") presents to us 
at our counters or the office set out above its sight draft drawn on us, 
together with a Certificate of Drawing in strict conformity with the Schedule 
below, such certificate of drawing, bearing the following certification by the
Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer 
of the Agent as agent of the Buyer, "I hereby certify that the person signing 
this Certificate of Drawing is an officer or director of Global Marine 
International Drilling Corporation with the authority to sign this 
Certificate of Drawing", we shall honour the same by payment to you with 
value on the next following banking day.  For the purposes of this Letter of 
Credit, a banking day is a day on which banks are open for business (including 
dealings in foreign exchange and currency deposits) in both London and 
New York. 

All payments under this Letter of Credit shall be made without any deduction 
of any kind, except any which we are required by law to make.  In that case, 
but subject to the limit set out below, we shall pay such an increased sum as 
will ensure that, after the deduction you receive a net amount equal to that 
which you would have received had there been no deduction. 	The aggregate 
amount payable by us under or in connection with this Letter of Credit 
shall not, in any circumstances whatsoever, exceed the said amount of Twenty 
Million United States Dollars (US$20,000,000).

You may assign or transfer your rights under this letter of credit with prior 
notice to, and prior written consent of the Builder, who shall not 
unreasonably withhold such consent.  Such prior written notice and consent 
is not required where the assignee or transferee is an associated 
company of the Buyer or the Agent, which means and includes any holding 
company whether direct or indirect or any subsidiary whether direct or 
indirect of the Buyer or, as the case may be, the Agent, or of such holding 
company.  The terms "holding company" and "subsidiary" having the meanings 
assigned to these terms by Section 736 of the Companies Act 1985.

This Letter of Credit is subject to the Uniform Customs and Practice for 
Documentary Credits (1993 Revision), International Chamber of Commerce 
Publication No. 500.

This Letter of Credit is governed by English law and the courts of England 
shall have jurisdiction to settle any disputes which may arise in connection 
herewith. 

Form of Certificate of Drawing

To:	  [Name and address of Issuing Bank]
Re:	  Standby Letter of Credit No:	[               ]
     	Issued by [		]
     	Date [			]

We hereby certify that Harland and Wolff Shipbuilding and Heavy Industries 
Limited (the "Builder") [are in default under Clause [     ] of the contract 
originally made on 28 March, 1998 between Global Marine International Drilling 
Corporation (formerly Global Marine International Services Corporation) (1) 
and the Builder (2) (as subsequently amended, supplemented and novated in 
favour of BMBF (No. 12) Limited and as the same has been or may be novated to
Global Marine U.K. Limited), that by reason of such default an amount of 
US$[                 ] has become due and payable by the Builder to BMBF 
(No. 12) Limited or, as the case may be, Global Marine U.K. Limited under the 
said Contract and that, as at the date of this Certificate, that amount 
remains unpaid] * [are in default under Clause [   ] of the contract originally
made on 27th February, 1998 between Global Marine International Drilling 
Corporation (formerly Global Marine International Services Limited) (1) and 
the Builder (2) as subsequently novated to Global Marine Leasing Corporation 
and as further amended, supplemented and novated in favour of Nelstar Leasing 
Company Limited ("Nelstar"), as the same has been or may further be novated 
to Global Marine C.R. Luigs Limited, that by reason of such default an amount 
of US$[             ] has become due and payable by the Builder to Nelstar or,
as the case may be, Global Marine C.R. Luigs Limited under the said Contract 
and that, as at the date of this Certificate, that amount remains unpaid].* 

We therefore request payment under the above-mentioned Letter of Credit by 
US$[                     ] and enclose our sight draft drawn on you for 
that amount.

Dated:		this [         ] day of [                   ]

Signed:


duly authorised
for and on behalf of 
Global Marine International Drilling Corporation


                                            
[Authorised Signatory]






                                  APPENDIX G

                            FORM OF OFE ASSIGNMENT



THIS ASSIGNMENT is made			, 1998
BY:

(1)   GLOBAL MARINE INTERNATIONAL DRILLING CORPORATION (formerly 
      named Global Marine International Services Corporation), a company 
      incorporated under the laws of The Bahamas having its registered office 
      at c/o McKinney, Bancroft & Hughes, Mareva House, George Street, 
      P O Box 3937, Nassau, Bahamas (the "Assignor")

IN FAVOUR OF:

(2)   HARLAND AND WOLFF SHIPBUILDING AND HEAVY INDUSTRIES 
      LIMITED, a company incorporated under the laws of Northern Ireland 
      having its registered office at Queen's Island, Belfast, Northern 
      Ireland, BT3 9DU (the "Builder")

WHEREAS

(A)   The Builder and the Assignor have entered into a contract dated 28th 
      March, 1998, as amended, varied and supplemented prior to the date 
      hereof, for the construction, completion and delivery by the Builder 
      to the Assignor of a deepwater drillship, identified by the Builder as 
      Hull No. 1740.

(B)   The Builder, BMBF (No.12) Limited (the "New Owner") and the Assignor 
      have entered into a Novation Agreement dated			, 1998
      (the "Novation Agreement") in respect of the contract referred to in 
      Recital (A) above pursuant to which the New Owner agrees to assume all 
      the rights and obligations of the Assignor thereunder, the Builder 
      agrees to the substitution of the New Owner in place of the Assignor in
      relation to such rights and obligations, to the release of the Old 
      Owner in respect thereof and to the amendment of the said contract, all 
      subject to and upon the terms and conditions of the Novation Agreement.

IT IS AGREED as follows:

1 DEFINITIONS AND INTERPRETATION

1.1   In this Assignment, unless the context otherwise requires, words and 
      expressions defined in the Novation Agreement (either expressly or by 
      cross-reference to other documents) shall have the meanings given to 
      them therein when used herein and the following expression shall have 
      the following meaning:

      "Applicable OFE Contracts" means those OFE Contracts which are listed 
      in Appendix 1.

1.2   References in this Assignment to Clauses or Appendices are, unless 
      otherwise specified, references to clauses of, and appendices to, this 
      Assignment.

1.3   References to "person" or "persons" or to words importing persons 
      include, without limitation, individuals, firms, incorporations, 
      government agencies, committees, departments, authorities and other 
      bodies, incorporated or unincorporated, whether having distinct legal
      personality or not.

1.4   Clause headings are for ease of reference only.

2 ASSIGNMENT

2.1   For good and valuable consideration provided by the Builder (the 
      sufficiency of which is hereby acknowledged by the Assignor), the 
      Assignor hereby assigns absolutely and agrees to assign absolutely 
      to and in favour of the Builder all the Assignor's right, title and 
      interest in and to the Applicable OFE Contracts (including, without 
      limitation, the right to take delivery of and title to the OFE which 
      is the subject matter of the Applicable OFE Contracts).

2.2   The Assignor shall remain liable for all obligations under the 
      Applicable OFE Contracts.

2.3   The Assignor shall promptly give notice to the OFE Suppliers which are 
      party to the Applicable OFE Contracts in the form of Appendix 2.  The 
      Assignor shall forward to the Builder copies of all acknowledgements of 
      that notice received by the Assignor from the OFE Suppliers.

3 MISCELLANEOUS

3.1   Clauses 12.1 to 12.4 of the Novation Agreement shall apply to this 
      Assignment as if it were, with any necessary consequential changes, 
      set out in full herein.

4 NOTICES

4.1   Clause 13 of the Novation Agreement, insofar as it relates to notices 
      to and from the Assignor and the Builder, shall apply to this Assignment 
      as if it were, with any necessary consequential changes, set out in 
      full herein.

5 LAW

5.1   Clause 15 of the Novation Agreement shall apply to this Assignment as 
      if it were, with any necessary consequential changes, set out in full 
      herein.

SIGNED by the representatives of the parties



__________________________________________________________
Duly authorised for and on behalf of
GLOBAL MARINE INTERNATIONAL DRILLING
CORPORATION


__________________________________________________________
Duly authorised for and on behalf of
HARLAND AND WOLFF SHIPBUILDING AND HEAVY
INDUSTRIES LIMITED

<TABLE>

                                   APPENDIX 1

                            Applicable OFE Contracts

<CAPTION>

Vendor                       P.O. #                   Description                   Amount

<S>                          <C>                      <S>                        <C>
Halliburton Energy           HOU457000001             Bulk Mud/Cement Tanks      $ 2,123,562.00

Victoria Machine Works       HOU457000004             350 Ton BOP Cart           $   118,541.76
                             HOU457000005             100 Ton Subsea Tree Cart   $   161,692.80
                             HOU457000081             Rails and Skid Jacks       $   157,597.00

National-Oilwell             HOU457000010             Mud Pumps                  $ 2,337,458.34
                             HOU457000011             Drawworks                  $ 2,030,017.10
                             HOU457000012             Rotary                     $   264,608.35
                             HOU457000013             Travelling Block           $   268,197.50

Varco International          HOU457000014             PRS-41 Pipe Racker         $ 3,818,295.00
                             HOU457000015             Tubular Conveyor           $   630,875.00
                             HOU457000017             AR3200 Iron Roughneck      $   408,798.50
                             HOU457000018             Mousehole Spider Assy.     $    59,692.50
                             HOU457000027             Casing Roughneck           $   518,080.00
                             HOU457000040             Top Drive                  $ 1,182,433.90
                             HOU457000046             E-Z Torque                 $    32,470.00
                             HOU457000099             Hyd. Power Dist. Manifold  $    64,790.00

Sealtrax                     HOU457000019             Cranes                     $ 3,698,810.90

Cameron                      HOU457000020             BOP Stack                  $ 5,230,423.00
                             HOU457000020A            Control System             $ 6,084,118.00

Stewart & Stevenson          HOU457000021             Riser Buoyancy Modules     $25,361,865.00
                             HOU457000039             Diverter                   $   683,573.45
                             HOU457000053             Choke & Kill Manifold      $   564,000.00
                             HOU457000091             Riser Tensioner Ring       $   926,250.00

Naptech Pressure             HOU457000022             APV's                      $   789,564.00
Systems, Inc.

Shaffer (Varco)              HOU457000023             CMC                        $ 3,272,446.00
                             HOU457000024             250K Riser Tensioner       $ 6,659,095.00
                             HOU457000025             Riser Recoil               $   803,244.00
                             HOU457000026             Spherical BOP              $   952,659.00

ABB Vetco                    HOU457000028             Wellhead Connector         $   427,754.25

Hal Oilfield Pump            HOU457000065             Charging, degasser,        $    89,072.95
and Equipment Co.                                     desander pumps
(Halco)                      HOU457000090             Salt Water Circulating     $    24,722.20
                                                      Pumps

Dreco Inc.                   HOU457000031             Derrick                    $ 3,570,516.00
(National-Oilwell)

Hayward Industrial           HOU457000035A            Hayward Strainers          $     8,013.16
Products, Inc.

Drilling & Production        HOU457000052             Gate Valves                $    68,800.00
Resources, Inc.              HOU457000054             Mud Manifolds              $   380,162.35
                             HOU457000055             Cement Manifolds           $    85,837.35
                             HOU457000078             90 deg. Flange Adapter     $    10,000.00
                             HOU457000077             Misc. Flanges and Tees     $   124,394.88

Sunbelt Supply               HOU457000048             Pipe Unions                $    80,097.96
Tool Co., Inc.               HOU457000092             Velan 300# RTJ             $     3,688.00
                             HOU457000095             Velan Guk Valves           $    24,326.00

Offshore Inland              HOU457000041             Drill Floor Hydraulic      $   191,586.00
Service, Inc.                                         Power Unit

Industrial Air Tool          HOU457000042             Air Compressors & Dryers   $   305,040.00
                             HOU457000051             Air Receivers              $    42,664.00
                             HOU457000059             Air Tuggers                $   248,453.00

Hamworthy Marine Inc.        HOU457000043             Air Compressors            $   176,691.00

Brandt Co.                   HOU457000045             Desanders, Degassers,      $   403,030.00
                                                      Agitators
                             HOU457000085             Bug Blower                 $    16,650.00

Mathey Manufacturing Co.     HOU457000049             Logger Wireline Unit       $    42,115.50

Drillpro                     HOU457000050             Discharge Piping Manifolds $   139,644.00
                             HOU457000062             Drill Line Spooler         $    58,980.00
                             HOU457000066             Chemical Mixing Tank       $     4,650.00

Oil States Ind.              HOU457000056             Flexjoints                 $   997,000.00

Siemens                      HOU457000058             SCR's                      $ 1,617,512.00

Martin-Decker                HOU457000060             Driller's console/         $ 1,537,399.00
Totco (Varco)                                         instrumentation

Certex                       HOU457000061             Sand line, tugger wire     $    16,932.66
                             HOU457000061A            2: Drill line              $    83,719.00

Dryvent, Ltd.                HOU457000064             Dryers f/high pressure     62862.52 GBP
                                                      air comp.

C.E. Marine                  HOU457000068             Horizontal Pipe Racker     $ 3,511,363.00
Products                     HOU457000100             350 Ton BOP Transporter    $ 1,800,000.00
                             HOU457000102             50 Ton Riser Skate & Cart  $   335,200.00

Mustang Industrial           HOU457000069             Caterpillar 36V Forklift   $    28,347.00
Equipment

Hahn Equipment Co            HOU457000070             Electric Submersible Mixer $   125,712.00

AGI Industries               HOU457000073             High Pressure BOP Test     $    60,439.00
                                                      Unit

Piper Oilfield Products      HOU457000074             Diverter Valve Assy.       $   102,680.75

Adrian Industrial            HOU457000076             Test Stump Support & Lift  $    23,840.00
Constructors                 HOU457000088             Structure
                             HOU457000088             Telescoping Joint          $    35,322.00

Verhoef Aluminium            HOU457000079             Accommodation Ladder       74,900 NLG
Scheepsbouw Ind.

Airdyne Inc.                 HOU457000080             Wireline Spoolers f/       $    57,800.00
                                                      Riser Tensioner

Forthwright                  HOU457000082             Trip Tank                  122,428.26 GBP
Offshore Service

Dolphin Compactors           HOU457000089             Trash Compactor            $    19,300.00

International Electric       HOU457000093             Junction Boxes             $     1,500.00
Co., Inc.

Cranemann, Inc.              HOU457000104             50 Ton Riser Gantry Crane  $   903,730.00
                             HOU457000105             100 Ton BOP Gantry Crane   $   869,655.00
                             HOU457000097             Bridge Dr. Unit & Trolley  $   137,510.00

E2 Engineering               HOU457000107             Camera Equipment           $    92,538.00
</TABLE>


                                  APPENDIX 2

                      Form of Notice to OFE Supplier(s)



To:	   [OFE Supplier]
       [Address]



                                                                      [Date]


[Applicable OFE Contracts] (the "Contracts")

Gentlemen

We refer to the Contract(s) and hereby notify you that, by an Assignment 
dated [		], 1998 entered into by us in favor of Harland and Wolff 
Shipbuilding and Heavy Industries Limited (the "Builder"), we have assigned 
absolutely and agreed to assign absolutely to and in favor of the Builder 
all our right, title and interest in and to the Contract(s) (including, 
without limitation, the right to take delivery of and title to the equipment 
which is the subject matter of the Contract(s)).

We remain liable for all obligations of the Buyer under, and as defined in, 
the Contract(s).

We further notify you that by a Supervision Agreement dated
[                              ], 1998 the Builder has irrevocably appointed 
us its agent and supervisor in relation to the Contract(s) to exercise all 
rights of the Builder under the Contract(s) as so assigned. You shall, and 
are requested to, continue to deal exclusively with ourselves in all matters 
relating to the Contract(s).

You are hereby requested to acknowledge receipt of this notice by executing 
and returning to us the form of acknowledgement attached to this letter in 
the envelope provided.  If you have any questions, please contact Walter A. 
Baker, Assistant General Counsel at 281 596 5131.

Yours faithfully

________________________
Duly authorised
For and on behalf of
GLOBAL MARINE INTERNATIONAL DRILLING CORPORATION


cc.	M A Crispi, Construction Purchasing
   	M S Jadick, Material Control


Acknowledgement


To:	Global Marine International Drilling Corporation (the "Assignor")

c/o 	Global Marine U.K. Limited
     Standbrook House
     2/5 Old Bond Street
     London  W1X 4QH



Re: [Applicable OFE Contracts] (the "Contracts")

We hereby acknowledge receipt of the above notice of assignment from the
Assignor and we hereby consent and agree with the Assignor and the Builder 
as follows:

1  To the extent (if any) required by the Contract(s), we hereby consent to 
   the said assignment.

2  We confirm that we have received no notice of the assignment of the 
   Contract(s) in favor of any third party.

3  If we are in breach of our obligations under the Contract(s) prior to 
   assignment in favor of the Builder, the Assignor's entitlement to damages 
   shall be preserved and vest in the Builder.  If we are in breach of our 
   obligations under the Contract(s) at any time after assignment in favour 
   of the Builder, the measure of damages payable to the Builder shall be 
   that which would have been payable to the Assignor had the Contract not been
   assigned in favour of the Builder.

Acknowledged this              day of                               , 1998


By:____________________________________

Name: _________________________________

Title: __________________________________

Company: ______________________________
* Note:	These are alternatives; delete as applicable.  More than one 
Certificate of Drawing can be presented on the same day.