CONFORMED COPY





                            Date 8 December, 1998




                        HARLAND AND WOLFF SHIPBUILDING
                         AND HEAVY INDUSTRIES LIMITED


                                    - and -



                        NELSTAR LEASING COMPANY LIMITED


                                    - and -


                GLOBAL MARINE INTERNATIONAL DRILLING CORPORATION


                                    - and -


                       GLOBAL MARINE LEASING CORPORATION




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


<PAGE>



                                    INDEX

Clause                                                            Page
1    DEFINITIONS 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                                  16

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:

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");

NELSTAR LEASING COMPANY LIMITED, a company incorporated under the laws of
England and Wales having its registered office at 71 Lombard Street, 
London EC3P 3BS (the "New Owner").


GLOBAL MARINE LEASING 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").

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 ("GMIDC").

WHEREAS:

(A)  The Old Owner and the Builder are party to 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. 1739 
(such contract originally having been entered into between GMIDC and the Builder
and having been novated from GMIDC to the Old Owner by the GM Novation Agreement
(as defined below)).

(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, the GM Novation Agreement, 
     this Agreement, the New Contract, the Put Option Agreement, the OFE 
     Assignments and the OFE Supervision Agreement;

     "Builder's OFE Agent" means GMIDC 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;

<PAGE>
     "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 GMIDC 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 (or by GMIDC as the Old Owner's predecessor in interest) 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;
     "GM Novation Agreement" means a novation agreement dated 8 December, 1998
     entered into between the Builder, GMIDC and the Old Owner providing for 
     the novation of the Old Contract (as therein defined) from GMIDC, but 
     with obligations in relation to OFE remaining with GMIDC;

    	"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 GMIDC 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);

<PAGE>
    	"OFE Assigned Rights" means all right, title and interest of GMIDC 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 GMIDC subject to and in accordance with Clause 6.3;

     "OFE Assignments" means assignments in respect of the GMIDC's rights, 
     title and interest in and to (but not obligations under) the Existing 
     OFE Contracts to be entered into between GMIDC 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 GMIDC 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 27 February, 1998 first made 
     between GMIDC and the Builder, as novated from GMIDC to the Old Owner by
     the GM Novation Agreement and as otherwise amended, varied and 
     supplemented prior to the date hereof including all schedules thereto;

    	"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 C.R. Luigs 
     Limited providing for the New Contract to be further novated from the New
     Owner to Global Marine C. R. Luigs 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 Lloyds 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;
<PAGE>
    	"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;
<PAGE>
     (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 
         Lloyds 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  Each of the Old Owner and GMIDC 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) it 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 it's part, do not require shareholder approval 
         and do not contravene any law, regulation or order binding on it or 
         any of its assets or its constitutional documents;
<PAGE>
     (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 it 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 it is a party and any document 
         required to be entered into by it thereunder constitute, or when 
         entered into will constitute, it's legal, valid and binding 
         obligations 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 the GM Novation 
         Agreement, 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
<PAGE>
         (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 5, 
         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 and GMIDC 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 C. R. Luigs 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 Clause 3.5 
         of the Lease have been fulfilled to the satisfaction of, or waived 
         by, the Lessee (Old Owner);

<PAGE>
     (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 (or by GMIDC as the Old Owner's predecessor in 
         interest) to the Builder under the Old Contract (Old Owner);

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

     (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); and

     (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 
<PAGE>
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 terms, 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:
<PAGE>
          (i)   the Sterling Equivalent of all payments previously made by the 
                Old Owner (or by GMIDC as the Old Owner's predecessor in 
                interest) to the Builder under the Old Contract; and

          (ii)  the Sterling Equivalent of all payments previously made by 
                GMIDC 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, GMIDC 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 GMIDC'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
GMIDC the OFE Consideration shall, without prejudice to the assignment 
contained in Clause 6.4, be a limited recourse obligation, 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.
<PAGE>
6.4   As security for the Builder's obligation to pay the OFE Consideration 
to GMIDC in the manner set out in Clause 6.3, the Builder hereby assigns and
agrees to assign absolutely to GMIDC 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 account of the Old 
Owner to be notified pursuant to Clause 5.1(b) (which payment, as GMIDC 
acknowledges, shall constitute pro tanto discharge of the Builder's obligation
to pay the OFE Consideration).

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 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 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 
<PAGE>
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   GMIDC (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 GMIDC (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 under this Agreement or
      under the GM Novation Agreement 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 GM 
      Novation Agreement, the New Contract, the OFE Assignments, the Put 
      Option Agreement or the OFE Supervision Agreement, the Old Owner and/or
      GMIDC 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, GMIDC 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 GMIDC 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, GMIDC, the Builder and the New Owner agree to co-operate
      with a view to minimising any Value Added Tax payable by any of them 
<PAGE>
      under this Agreement, the GM Novation 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 the amount so received to 
      GMIDC.

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  GMIDC is of the understanding that none of the following documents, that
      is to say:

      (a)   the GM Novation Agreement; 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 
            GMIDC, subject to Clauses 11.2 and 11.3,  shall 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  GMIDC 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 GMIDC 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.

<PAGE>
11.4  Before communicating with the Inland Revenue in relation to the question
of whether any Document is chargeable to stamp duty, the Builder shall notify
GMIDC in writing and GMIDC 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, GMIDC 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 GMIDC 
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.  GMIDC 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 Clauses 6, 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 Lloyds Bank Plc and all its 
           Subsidiaries (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 BMBF (No.12) Limited ("BMBF") 
<PAGE>
     under the shipbuilding contract (as novated) in respect of Builder's Hull
     No. 1740.  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 BMBF; and

      (b)  that any amount received by the New Owner from BMBF pursuant to 
           Clause 12.7(a) of the novation agreement in respect of Hull No. 1740
           shall promptly be paid by the New Owner to the Old Owner (in its 
           capacity as lessee under the Lease and pursuant to Clause 13 
           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: 1739
                 Harland and Wolff Shipbuilding and Heavy Industries Limited
                 Queen's Island
                 Belfast
                 BT3 9DU
                 Northern Ireland

                 Fax:		(00 44) 1232-458515

           (ii)  to the New Owner to:

                 Nelstar Leasing Company 
                 Great Surrey House 
                 203 Blackfriars Road
                 London SE1 8NH
                 England

                 Fax:		(00 44) 171 922 1874
                 Attention:	Managing Director 

         		(iii)	to the Old Owner to:

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

                 Fax:		(001) 242 348 2520
                 Attention:	Richard Lightbourn, Director

                 With copies to:

                 Global Marine Leasing Corporation
                 c/o Global Marine International Drilling Corporation 
                 Parkstraat 83
                 2514 JG Den Haag
                 Netherlands

                 Fax:		(0031) 70 302 933
                 Attention:	Mr Bruce Watson

                 and

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

                 Fax: 		(001) 281 596 5196
                 Attention:	General Counsel

                 and

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

                 Fax:	(001) 281 596 5179
                 Attn:	John A. Thorson (Manager Construction and Marine 
                       Projects)

         	(iv)	  to GMIDC to:

                 Global Marine International Drilling Corporation
                 Parkstraat 83
                 2514 JG Den Haag
                 Netherlands

                 Fax:		(0031) 70 302 833
                 Attention:	Mr Bruce Watson 

            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; and

      (c)   any Notice shall be deemed to have been given or received to or 
            by the party to whom it is addressed then (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 
<PAGE>
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 assignment 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 each of the Old Owner and GMIDC 
            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.  Each of the Old Owner and GMIDC 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 or GMIDC (as applicable ) 
            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 or GMIDC 
            (as applicable) at its address specified in Clause 13 but the 
            failure of the Old Owner or GMIDC (as applicable)  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.

<PAGE>
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



_____________________________
OWEN HARRINGTON, Attorney-in-Fact
Duly authorised for and on behalf of
for Nelstar

NELSTAR LEASING COMPANY LIMITED




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






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

<PAGE>

                                  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 the 
           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;
<PAGE>
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. 1740.

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, Nelstar 
           Leasing Company Limited, Global Marine International Drilling 
           Corporation 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 Nelstar
           Leasing Company 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;";
<PAGE>
     (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 five 
           million and five hundred thousand (US$105,500,000) 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.";
<PAGE>
     (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 March 2, 
                   1998 (receipt of which the Builder hereby acknowledges);

           8.3.3	  Twenty percent (20%) of the Contract Price Cost on keel 
                   laying of a minimum of five hundred (500) tons of steel, 
                   but not before September 1, 1998 (receipt of which the 
                   Builder hereby acknowledges);

           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 April 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 
                   Effective Time (as defined in the Novation Agreement) 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 October 10, 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 8.3.4 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
<PAGE>
            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. 1740)".

      (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 there shall be inserted in the third line after 
            "Owner" the words ", the Supervisor".

      (c)   In Clause 17.2 the obligations of "Owner" shall not be obligations
            of the New Owner but shall be obligations of the Old 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.

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.

<PAGE>

                                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
NELSTAR LEASING COMPANY LIMITED

<PAGE>

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

NOVATION AGREEMENT DATED [        ]  1998 AMONT (i) HARLAND AND WOLFF 
SHIPBUILDING AND HEAVY INDUSTRIES (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 in Clause [    ] of the Lease have been fulfilled to 
the satisfaction of the Lessee or have been temporarily waived to the 
satisfaction of the Lessee pursuant to Clause [   ] of the Lease.

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


_________________________________________
For and on behalf of
GLOBAL MARINE LEASING CORPORATION

<PAGE>

                                 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
NELSTAR LEASING COMPANY LIMITED





_________________________________________
For and on behalf of
GLOBAL MARINE INTERNATIONAL DRILLING CORPORATION





_________________________________________
For and on behalf of
GLOBAL MARINE LEASING CORPORATION

<PAGE>

                              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 NELSTAR LEASING COMPANY LIMITED having its registered
office at 71 Lombard Street, London EC3P 3BS (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. 1739 originally made between H&W and Global Marine 
International Drilling Corporation (formerly Global Marine International 
Services Corporation)] (as previously novated to Global Marine Leasing 
Corporation, and 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 Pound-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.
<PAGE>
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:	.................

<PAGE>

                                APPENDIX F
               FORM OF REPLACEMENT STANDBY LETTER OF CREDIT


[name and address of Issuing Bank]





Date 	[		]

To:  	Nelstar Leasing Company Limited
      Great Surrey House
      203 Blackfriars Road
      London SE1 8NH

     	We refer to the contract originally made on 27 February, 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 previously novated in favour of 
Global Marine Leasing Corporation, and as subsequently amended, supplemented 
and novated in favour of Nelstar Leasing Company Limited having its registered
office at 71 Lombard Street, London EC3P 3BS (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. 
<PAGE>

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

<PAGE>
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

<PAGE>

                               APPENDIX G
 
                         FORM OF OFE ASSIGNMENT




THIS ASSIGNMENT is made			, 1998
BY:

     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:

     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 Global Marine Leasing Corporation (the "Old Owner") are
     party to a contract dated 27th February, 1998, as amended, varied, 
     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. 1739 (such contract originally 
     having been entered into between the Assignor and the Builder and having
     been novated from the Assignor to the Old Owner by a novation agreement
     dated [         ], 1998).

(B)  The Builder, Nelstar Leasing Company 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.
<PAGE>
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 
arty 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

C.R. WIGS
(at 2/12/98)
<PAGE>

<TABLE>
                                      APPENDIX 1

                               Applicable OE Contracts

<CAPTION>

Vendor                P.O. #                  Description                      Amount
<S>                   <C>                     <C>                           <C>
Victoria Machine      HOU456000004            350 Ton BOP Cart              $   121,011.38
Works (VMW)           HOU456000005            100 Ton Subsea Tree Cart      $   165,061.40

National-Oilwell      HOU456000011            Drawworks                     $ 2,030,017.10
                      HOU456000012            Rotary                        $   264,608.35
                      HOU456000013            Travelling Block              $   268,197.50

Varco International   HOU456000015            Tubular Conveyor              $   630,875.00
                      HOU456000016            RBS-IV Raised Backup System   $   168,925.00
                      HOU456000017            AR3200 Iron Roughneck         $   408,798.50
                      HOU456000018            Mousehole Spider Assy.        $    59,692.50
                      HOU456000027            Casing Roughneck              $   518,080.00
                      HOU456000040            Top Drive                     $ 1,202,183.90
                      HOU456000046            E-Z Torque                    $    32,470.00
                      HOU456000057            PS-21 Hydraulic Power Slip    $   443,229.70
                      HOU456000057A           MPCH Master Bushing           $   175,205.10
                      HOU456000099            Hyd. Power Dist. Manifold     $    64,740.00

Seatrax               HOU456000019            Cranes                        $ 3,698,810.90

Cameron               HOU456000020            BOP Stack                     $ 6,643,712.00
                      HOU456000020A           Control System                $ 6,084,118.00

Stewart & Stevenson   HOU456000021            Riser & Bouyancy Modules      $27,727,709.00
Services              HOU456000039            Diverter                      $   693,310.95
                      HOU456000053            Choke & Kill Manifold         $   564,000.00
                      HOU456000091            Riser Tensioner Ring          $   926,250.00

Shaffer               HOU456000023            CMC                           $ 3,272,446.00
(Varco)               HOU456000024            250K Riser Tensioner          $ 7,781,765.00
                      HOU456000025            Riser Recoil                  $   803,244.00
                      HOU456000026            Spherical BOP                 $   476,330.00

Hal Oilfield Pump     HOU456000090            Salt Water Circulating Pumps  $    24,772.20
and Equipment Co.

Dreco Inc.            HOU456000031            Derrick                       $ 3,570,516.00
(National-0ilwell)

Drilling &            HOU456000054            Mud Manifolds                 $   381,212.35
Production            HOU456000055            Cement Manifolds              $    85,837.35
Resources, Inc.

Tool Co., Inc.        HOU456000092            Velan 300# RTJ                $     3,688.00
                      HOU456000095            Velan Gate Values             $    24,326.00

Offshore Inland       HOU456000041            Drill Floor Hydraulic Power   $   191,586.00
Service, Inc.                                 Unit

Rigtech (Varco)       HOU456000044            Shale Shakers                 $   565,541.00


Drillpro              HOU456000062            Drill Line Spooler            $    58,980.00

Oil States Ind.       HOU456000056            Flexjoints                    $   997,000.00

Siemens               HOU456000058            SCR's                         $ 1,617,512.00

Martin-Decker         HOU456000060            Electronic modules            $ 1,537,399.00
                      HOU456000083            Operating Unit                $    19,724.50

Certex                HOU456000061A           2" Drill Line                 $    83,719.00

Dryvent, Ltd.         HOU456000064            Compressed Air Drying Plants  $    62,862.52

C.E. Marine           HOU456000068            Horizontal Pipe Racker        $ 3,511,363.00
Products              HOU456000100            350 Ton BOP Transporter       $ 1,800,000.00
                      HOU456000102            50 Ton Riser Skate & Cart     $   335,200.00

Mustang Industrial    HOU456000069            Caterpillar 36V Forklift      $    28,347.00
Equipment

AGI Industries        HOU456000073            High Pressure BOP Test Unit   $    60,439.00

Piper Oilfield        HOU456000074            Diverter Valve Assy.          $   121,490.75
Products

Adrian Industrial     HOU456000076            Test Stump Support and Lift   $    23,840.00
Constructors                                  Structure
                      HOU456000088            Telescoping Joint             $    35,322.00

Verhoef Aluminium     HOU456000079            Accommodation Ladder          $    74,900.00
Scheepsbouw Inds.

Airdyne Inc.          HOU456000080            Wireline Spoolers fl/Riser 
                                              Tensioner                     $    57,800.00

Forthwright           HOU456000082            Trip Tank                     $   109,842.71
Offshore Service

Dolphin Compactors    HOU456000089            Trash Compactor               $    19,300.00

International         HOU456000093            Junction Boxes                $     1,500.00
Electric Co., Inc.

Cranemann, Inc.       HOU456000104            50 Ton Riser Gantry Crane     $   903,730.00
                      HOU456000105            100 Ton BOP Gantry Crane      $   869,655.00
                      HOU456000106            Bridge Drive Unit and Trolley $   137,510.00

E2 Engineering        HOU456000107            Camera Equipment              $    92,538.00

</TABLE>

<PAGE>

                                  APPENDIX 2

                      Form of Notice to OFE Supplier(s)


To:	   [OFE Supplier]
       [Address]


                                                                      [Date]


[Applicable OFE Contract(s)] (the "Contract(s)")]

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

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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.