CONFORMED COPY





                           Date 8 December, 1998




                     HARLAND AND WOLFF SHIPBUILDING 
                      AND HEAVY INDUSTRIES LIMITED


                                  - and -



                       GLOBAL MARINE INTERNATIONAL
                          DRILLING CORPORATION


                                  - and -



                    GLOBAL MARINE LEASING CORPORATION


                                  - and -



                            GLOBAL MARINE INC.



GM NOVATION AGREEMENT

relating to Shipbuilding Contract
dated 27 February, 1998 for the
construction of deepwater
drillship Hull No.1739




                                    INDEX

       Clause	                                                 Page

1      DEFINITIONS AND INTERPRETATION                            1
2      NOVATION                                                  2
3      MISCELLANEOUS                                             3
4      LAW                                                       4


                                EXECUTION


THIS GM 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 Queens Island, Belfast, Northern Ireland, BT3 9DU 
(the "Builder");

(2)   GLOBAL MARINE INTERNATIONAL DRILLING COMPANY (formerly named Global 
Marine International Services Corporation), a corporation incorporated under 
the laws of The Bahamas having its registered office at c/o McKinney, 
Bancroft & Hughes, Manera House, 4 George Street, PO Box No. 3937, Nassau, 
Bahamas ("GMIDC");

(3)   GLOBAL MARINE LEASING CORPORATION, a corporation 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
("GMLC"); and

(4)   GLOBAL MARINE INC., a corporation incorporated under the laws of 
Delaware, having an office at 777 N. Eldridge Parkway, Houston, Texas 77078, 
USA ("GMI").

WHEREAS:

(A)   GMIDC and the Builder have entered into the Old Contract (as defined 
      below) for the construction, completion and delivery by the Builder and 
      delivery to GMIDC of a deepwater drillship, identified by the Builder 
      as Hull No. 1739.

(B)   GMIDC and GMLC have agreed that GMLC will assume all the rights and 
      obligations of GMIDC under the Old Contract and the Builder is willing 
      to and agree to the substitution of GMLC in place of GMIDC in relation 
      to such rights and obligations, to the release of GMIDC in respect
      thereof so as to bring into existence the New Contract (as defined 
      below) between the Builder and GMLC, all subject to and upon the terms 
      and conditions of this Agreement; and

(C)   GMI, GMIDC and GMLC have agreed that, in consideration of the 
      arrangements referred to above, GMLC will assume certain obligations of 
      GMIDC to GMI, and GMIDC will be released from such obligations.

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:


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

      "Existing Work" means that Work, if any, in respect of which, in 
      accordance with the New Contract, title has passed to GMIDC on or 
      before time at which this Agreement takes effect in accordance with 
      Clause 2.1;

      "New Contract" means the Old Contract as it is to be novated to GMLC 
      by, and subject to and in accordance with the terms and conditions of, 
      this 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 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 date hereof 
      which have not been performed or discharged on the date hereof 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 
      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 date hereof);

      "Old Contract" means the contract dated 27 February, 1998 between 
      GMIDC and the Builder first referred to in Recital (A) above, including 
      all schedules thereto, as amended, varied and supplemented prior to 
      the date hereof.

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 NOVATION

2.1   Immediately prior to the Effective Time (as defined in a novation 
      agreement of even date herewith and made between the Builder, GMLC, 
      GMIDC and Nelstar Leasing Company Limited) it is agreed that the 
      following shall, and hereby does, take place:

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

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

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

(d)   GMLC assumes the Novated Obligations and the Builder has the benefit 
      of all rights and claims corresponding to the Novated Obligations;

(e)   GMIDC passes to GMLC such title to the Existing Work and the Vessel as 
      it is constructed as it has obtained from the Builder, and GMLC accepts 
      such title in accordance with Clause 9.1(e) of the New Contract,
      such that the Old Contract shall cease to have effect as between the 
      Builder and GMIDC and shall be novated so as to bring the New Contract 
      into effect between the Builder and GMLC.

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

2.3   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 Builders contractual rights and obligations 
      thereunder.

2.4   The Builder hereby acknowledges and agrees with GMLC that, if the 
      Builder is in breach of its obligations under the Old Contract, GMIDCs 
      entitlement to damages shall be preserved and vest in GMLC.  If the 
      Builder is in breach of its obligations under the Old Contract or New
      Contract the measure of damages shall be that which would have been 
      payable to GMIDC under the Old Contract if this Agreement had not been 
      entered into; provided that 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 as if this Agreement had not 
      been entered into.

2.5   Immediately following the novation referred to at clause 2.1 above, all 
      references in the New Contract to Owner shall be construed as 
      references to GMLC rather than GMIDC, provided that:

      (a)   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 time at which the novation contained in Clause 2
            of this Agreement takes effect, and the New Owner thereafter;

      (b)   in Clause 3.2 the reference to Owner in the second line of 
            sub-clause (a) shall mean the Old Owner; and

      (c)   in Clause 3.5, the reference to Owner shall mean the Old Owner 
            (so that, for the avoidance of doubt, the applicable Builders 
            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).

2.6   For the avoidance of doubt, all rights and obligations of GMIDC in 
      respect of OFE shall remain with GMIDC, and no title to any OFE shall 
      pass to GMLC under this Agreement.

2.7   In consideration of the novation contained in Clause 2.1 above, GMLC 
      shall, and hereby does, assume, with effect immediately following such 
      novation, the obligation of GMIDC to repay to GMI outstanding 
      indebtedness under certain intra-group arrangements in the amount of
      US$123,687,203.74 and GMIDC shall be, and hereby is, released
      by GMI from such obligations.

3 MISCELLANEOUS

3.1   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.

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

3.3   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.

4 LAW

4.1   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.

4.2   Each of the parties hereto submits to the jurisdiction of the courts of 
      England with respect to this Agreement.


SIGNED by the representatives of the parties.

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



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



_________________________________________
W.A. BAKER
Duly authorised for and on behalf of
GLOBAL MARINE LEASING CORPORATION



_________________________________________
W. RALLS
Duly authorised for and on behalf of
GLOBAL MARINE INC.