EXHIBIT 10.319

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                           FIRST NAVAL MORTGAGE


                                  Made by

                          BTM Capital Corporation

                                In Favor of


      Chase Bank of Texas, National Association, as Indenture Trustee


                                    on

                            DEEPWATER NAUTILUS


                          Dated February __, 2000


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                       First Naval Mortgage
                       Mortgagor:   BTM Capital Corporation
                                    125 Summer Street
                                    Boston, MA 02110

                       Mortgagor's Interest in the Vessel:  100%
                       Mortgagee:   Chase Bank of Texas, National Association
                                    1150 Chase Tower
                                    600 Travis Street
                                    Houston, TX 77002

Amount of Mortgage: $250,000,000.00
Maturity Date: May 1, 2005

      THIS  FIRST  NAVAL  MORTGAGE dated the __ day of February,  2000  (as
amended,  supplemented  or  otherwise  modified  from  time  to  time,  the
"Mortgage")  is  made  and  given by BTM Capital  Corporation,  a  Delaware
corporation (the "Mortgagor"), whose domicile is set forth above, to  Chase
Bank of Texas, National Association, as Indenture Trustee (as such term  is
hereinafter  defined),  whose  domicile is  set  forth  above  (hereinafter
referred to, together with its successors and assigns, as the "Mortgagee").

                                 RECITALS

      A.   Mortgagor is the sole owner of the whole of the vessel DEEPWATER
NAUTILUS, duly documented in the name of the Mortgagor under the  laws  and
flag  of  the  Republic of Panama with Provisional Patente No.  28687-PEXT,
Radio Call Letters HP9953, of 29,051 gross tonnage, 8,715 net tonnage,  and
120.7 meters in length, 78.0 meters in width and 41.5 meters in depth  (the
"Rig").

      B.    RBF  Exploration Co, a Nevada corporation ("RBF") and Mortgagee
have entered into that certain Trust Indenture and Security Agreement dated
as  of  August 12, 1999 (as the same may be amended, supplemented, restated
or  otherwise modified from time to time including, without limitation, the
Supplemental  Indenture (as hereinafter defined), the  "Trust  Indenture").
RBF,  Mortgagor  and Mortgagee have entered into that certain  Supplemental
Indenture   and   Amendment  of  even  date  herewith  (the   "Supplemental
Indenture").  Pursuant to the terms and conditions contained in  the  Trust
Indenture, RBF entered into those certain Note Purchase Agreements dated as
of  August 12, 1999, as amended by those certain First Amendments  to  Note
Purchase  Agreements  of  even date herewith (as  heretofore  or  hereafter
amended,  supplemented, restated or otherwise modified from time  to  time,
the "Note Purchase Agreements"), wherein certain Note Holders (as such term
is  defined in the Trust Indenture) have agreed to make a term loan to  RBF
in the aggregate principal amount of $250,000,000.00, as evidenced by those
certain  Senior Secured Class A1 Notes in the original principal amount  of
$200,000,000  and  those  certain Senior Secured  Class  A2  Notes  in  the
original principal amount of $50,000,000 (the promissory notes referred  to
above,  as  the  same may be amended, supplemented, restated  or  otherwise
modified  from time to time, being herein collectively referred to  as  the
"Notes"  which  are set forth as an Exhibit to this Mortgage  as  explained
below).   The Senior Secured Class A1 Notes are payable in installments  of
interest  at a rate per annum (based on a 360 day year of twelve thirty-day
months)  of 7.31% on the unpaid principal balance thereof, and payments  of
principal  in  accordance with the provisions of an  amortization  schedule
attached  to  each of such Notes.  The Senior Secured Class  A2  Notes  are
payable in installments of interest at a rate per annum (based on a 360 day
year  of twelve thirty-day months) of 9.41% on the unpaid principal balance
thereof,  and  payments of principal at maturity. The Trust Indenture,  the
Supplemental Indenture, the Note Purchase Agreements, the Notes and certain
of the Project Documents, being the Construction Supervisory Agreement, the
Performance  Bond,  the  Performance Guarantee, the Parent  Indemnity,  the
Operations and Maintenance Agreement, are attached hereto as Exhibits A, B,
C,  D, E, F, G, H, and I respectively, and made a part of this Mortgage  as
express mortgage provisions.

      C.    Mortgagor, pursuant to the terms of the Supplemental Indenture,
assumed  certain obligations of RBF (including, without limitation, payment
of  the Notes) and now owns the Vessel (as hereinafter defined).  Mortgagee
has  requested pursuant to the terms of the Trust Indenture that  Mortgagor
execute  and deliver this Mortgage, and Mortgagor has agreed to  (i)  enter
into  this  Mortgage  on  the  Vessel and (ii)  preliminarily  record  such
Mortgage  at  the  Public Registry Office of the Republic  of  Panama,  and
(iii),  within  six months from the date of such preliminary  registration,
permanently  register the title to the Vessel in the name of the  Mortgagor
in the Public Registry Office of the Republic of Panama.

      D.    Now,  therefore, in consideration of the premises and of  other
valuable  consideration, receipt of which is hereby acknowledged, Mortgagor
hereby agrees as follows:

                                 ARTICLE I

                      GRANTING CLAUSE AND DEFINITIONS

     Section 1.1    Granting Clause.  To secure the full and timely payment
of and the full and timely performance and discharge of the Obligations (as
hereinafter   defined),  Mortgagor  hereby  mortgages  and   executes   and
constitutes  a  First Naval Mortgage in accordance with the  provisions  of
Chapter  V  Title  IV  of  Book Second of the Code of  Commerce  and  other
pertinent legislation of the Republic of Panama in favor of Mortgagee,  its
successors  and  assigns,  upon the whole of the  Rig,  together  with  its
boilers, engines, machinery, masts, spars, sails, riggings, boats, anchors,
cables,  chains,  tackle,  tools,  pumps and  pumping  equipment,  apparel,
furniture, fittings and equipment, spare parts, capstans, outfit, tanks and
tank  batteries,  fixtures,  valves, fittings, draw  works,  machinery  and
parts, meters, apparatus, equipment, appliances, tools, implements, cables,
wires,   derricks,  towers,  casing,  tubing  and  rods,  and   all   other
appurtenances  thereunto appertaining or belonging, whether  now  owned  or
hereafter  acquired, whether or not on board the Rig,  and  all  additions,
improvements, renewals and replacements hereafter made in or to the Rig  or
any  part  thereof,  or  in  or to any said appurtenances,  to  the  extent
Mortgagor has an ownership interest therein (collectively, the "Vessel").

     TO HAVE AND TO HOLD all and singular the above mortgaged and described
property unto Mortgagee, its successors and assigns, forever upon the terms
herein set forth;

     PROVIDED, HOWEVER, and these presents are on the condition that if the
Obligations are paid and performed in accordance with the terms thereof and
this  Mortgage,  then these presents and the estates and  rights  hereunder
shall  cease,  terminate and be void, otherwise to be and  remain  in  full
force and effect.

     Section 1.2    Definitions.  As used in this Mortgage, the terms "Note
Holder",  "Mortgage", "Mortgagor", "Mortgagee", "Note Purchase Agreements",
"Notes",  "Rig", "Trust Indenture", "Supplemental Indenture"  and  "Vessel"
shall  have  the  meanings assigned to them in the  preamble  and  recitals
hereto.  Any capitalized term used in this Mortgage and not defined  herein
shall  have  the meaning assigned to such term in the Trust Indenture.   As
used herein, the following terms shall have the following meanings:

      "Dollars"  or "$" means the lawful currency of the United  States  of
America.

     "Event of Loss" shall mean any one of the following events: (i) actual
total  loss  or  destruction of the Vessel or any accident,  occurrence  or
event  resulting in a constructive total loss or an agreed  or  compromised
total  loss  of the Vessel; or (ii) substantial damage to the  Vessel,  the
repair  of  which  is  uneconomical as determined  in  good  faith  by  the
Mortgagor,  including,  but not limited to, any  event  pursuant  to  which
insurance proceeds are available which are not applied to repair the Vessel
or  any other event resulting for any reason whatsoever in the Vessel being
permanently  rendered  unfit  for normal use; or  (iii)  the  condemnation,
confiscation,  requisition,  seizure, detention,  forfeiture,  purchase  or
other taking of title to or use of the Vessel.

      "Event  of  Default" shall have the meaning set forth in Section  3.1
hereof.

      "Master's  Wages"  shall have the meaning set forth  in  Section  2.6
hereof.

      "Obligations" shall mean (i) the payment when due of all indebtedness
evidenced  by  the Notes in the aggregate principal sum of $250,000,000.00,
interest  (including post-petition interest) as set forth in the Notes  and
the  Trust  Indenture, and premiums (including, without  limitation,  Make-
Whole  Amounts),  penalties  and  late  charges  thereon,  (ii)  all  other
indebtedness    and  other  sums  (including,  without  limitation,   Yield
Protection Amount, Special Yield Protection Amount, Breakage, all expenses,
attorneys'  fees,  other  fees, indemnifications, reimbursements,  damages,
other  monetary liabilities, and other charges) that may and  shall  become
due  hereunder or under the Notes, the Trust Indenture or the other Project
Documents,  (iii) the performance of the covenants contained herein  or  in
any  other  Project Document and (iv) any and all renewals,  modifications,
amendments, extensions for any period, supplements or restatements  of  any
of the foregoing.

                                ARTICLE II

                 REPRESENTATIONS, WARRANTIES AND COVENANTS

      In  order  to induce Mortgagee to accept this Mortgage as  collateral
security  for  the  Obligations,  Mortgagor  represents  and  warrants   to
Mortgagee  and,  subject to the terms and provisions of Article  6  of  the
Supplemental Indenture, covenants and agrees with Mortgagee that:

       Section   2.1    Legal  Existence;  Citizenship  and  Authorization.
Mortgagor  is a corporation duly organized and validly existing  under  the
laws  of  the state of Delaware.  Mortgagor is duly authorized to  mortgage
the  Vessel, and all action necessary and required by law for the execution
and  delivery  of this Mortgage by Mortgagor has been duly and  effectively
taken  by  it,  and  this Mortgage has been duly authorized,  executed  and
delivered  by  Mortgagor.   All necessary consents  and  approvals  of  any
Governmental  Authority  or  any other entity  to  the  entering  into  and
performance of this Mortgage by Mortgagor have been duly obtained or  given
and  the  entering into and performance of this Mortgage does not and  will
not  contravene the terms of or constitute a default under (with or without
giving  of  notice  or  lapse  of  time or both)  any  material  agreement,
instrument or document to which Mortgagor is a party or by which it or  its
properties  are  bound or affected after giving effect to the  use  of  the
proceeds of the Notes.

      Section  2.2   Ownership of Vessel; Warranty and  Defense  of  Title.
Mortgagor  is  the sole owner of the whole of the Vessel  and  is  lawfully
possessed  of the whole of the Vessel, free from any Lien whatsoever  other
than  the  Lien  of this Mortgage, and the Liens permitted by  Section  2.6
hereof,  and Mortgagor will warrant and defend the title to and  possession
of  the  Vessel and every part thereof for the benefit of Mortgagee against
the  claims  and  demands of all other Persons whomsoever, subject  to  the
Liens and other matters permitted by the Trust Indenture or this Mortgage.

     Section 2.3  Compliance with Laws.

           (a)   Documentation.  The Vessel is, and during the term of this
Mortgage shall continue to be, duly and lawfully registered under the  laws
and  flag  of  the Republic of Panama, and Mortgagor will comply  with  and
satisfy  all  of the provisions of the laws of the Republic  of  Panama  in
order that the Vessel shall continue to be documented pursuant to the  laws
of  the Republic of Panama as a vessel of the Republic of Panama under  the
Republic of Panama Flag.

           (b)   Laws,  Treaties and Conventions.  The  Vessel  shall,  and
Mortgagor  covenants that it will in the operation of the  Vessel,  at  all
times  comply  in all material respects with all applicable laws,  treaties
and conventions and rules and regulations issued thereunder, and shall have
on board as and when required thereby valid certificates showing compliance
therewith,  except when (i) the use or title of the Vessel has been  taken,
requisitioned  or chartered by any Governmental Authority, (ii)  there  has
been  an  Event of Loss, or (iii) there has been any other partial loss  or
damage with respect to the Vessel and Mortgagor shall be in compliance with
its obligations under Sections 5.2(b) and 8.3(e) of the Trust Indenture.

      Section 2.4  Operation of Vessel.  Mortgagor will not (except  during
any   period  when  the  use  or  title  to  the  Vessel  has  been  taken,
requisitioned or chartered by any Governmental Authority) cause  or  permit
the  Vessel  to  be  operated in any manner contrary to applicable  law  or
regulation of the Republic of Panama or the United States of America,  will
not  abandon the Vessel in any non-United States port (unless an  Event  of
Loss  has  occurred  as  to  the Vessel or the safety  or  welfare  of  the
Mortgagor's employees on the Vessel is endangered), will not engage in  any
unlawful  trade,  violate any law or carry any cargo that will  expose  the
Vessel  to  penalty, forfeiture or capture and will not do,  or  suffer  or
permit  to  be  done,  anything which can or  may  injuriously  affect  the
documentation of the Vessel under the existing laws and regulations of  the
Republic of Panama.  Without limiting the generality of the foregoing,  the
Mortgagor shall not, except as permitted by applicable laws or regulations,
charter  the  Vessel to, or permit the Vessel to serve under  any  contract
with,  a  person  included within the definition of  (i)  "national"  of  a
"designated  foreign  country," or "specially  designated  national"  of  a
"designated  foreign county," in the Foreign Assets Control Regulations  or
the  Cuban  Assets  Control  Regulations  of  the  United  States  Treasury
Department,  31  C.F.R.  Parts  500 and  515,  in  each  case  as  amended,
(ii)  "Government of Libya," "entity of the Government of Libya" or "Libyan
entity"  in the Libyan Sanctions Regulations of the United States  Treasury
Department, 31 C.F.R. Part 550, as amended, or (iii) "Government of  Iraq,"
"entity  of  the  Government of Iraq" or "Iraqi Government entity"  in  the
Iraqi  Sanctions Regulations,  31 C.F.R. Part 575, as amended,  all  within
the  meaning of said Regulations or of any regulations, interpretations  or
rulings  issued thereunder, or engage in any transaction that violates  any
provision of said Regulations or that violates any provision of the Iranian
Transactions Regulations, 31 C.F.R. Part 560, as amended,  the  Transaction
Control  Regulations, 31 C.F.R. Part 505, as amended,  the  Foreign  Assets
Control  Regulations, 31 C.F.R. Part 500, as amended, or  Executive  Orders
12810  and 12831, or call at a Cuban port to load or discharge cargo or  to
effect  repairs on the Vessel.  Furthermore, the Mortgagor shall  keep  the
Vessel  at  all times in United States territorial waters in  the  Gulf  of
Mexico or in the Gulf of Mexico on or above the outer Continental Shelf  of
the United States; provided, however, if SDDI requires the Drilling Rig  to
change  location  pursuant to the SDDI Contract, the Drilling  Rig  may  be
moved  to  such  location as SDDI so requires subject  to  compliance  with
Section 8.11 of the Trust Indenture.

      Section  2.5   Claims,  Taxes, Fees. etc.   Mortgagor  will  pay  and
discharge  or  cause  to be paid and discharged prior to  delinquency,  all
claims  against, and fees, taxes, assessments, governmental charges,  fines
and  penalties imposed on, the Vessel, its cargoes or any income therefrom;
provided, that nothing in this Section 2.5 shall require Mortgagor  to  pay
any  such claim, fee, tax, assessment, governmental charge, fine or penalty
so  long as the validity thereof shall be contested by it in good faith and
by appropriate proceedings, and, provided, further, that such contest shall
not  subject  the  Vessel,  or  any part thereof,  to  arrest,  attachment,
forfeiture or loss or subject the Mortgagee or any Note Holder to the  risk
of any civil or criminal liability.

     Section 2.6  Liens.  Neither Mortgagor, any charterer or subcharterer,
the  master of the Vessel nor any other Person has or shall have any right,
power  or  authority to create, incur or permit to be placed or imposed  or
continued upon the Vessel, and Mortgagor shall not permit to exist  on  the
Vessel  any  Lien whatsoever other than the Lien of this Mortgage  and  the
following:

           (i)  Liens for wages of the crew (including wages of a master to
the  extent provided by law, "Master's Wages"), general average and salvage
(including contract salvage) for the previous voyage which shall  not  have
been due and payable for sixty (60) days after termination of employment or
which shall then be contested by Mortgagor in good faith and by appropriate
proceedings;  provided that such contest shall not subject  the  Vessel  to
arrest, attachment, forfeiture or loss or subject the Mortgagee or any Note
Holder to the risk of any civil or criminal liability;

           (ii) Liens for wages of the crew (including Master's Wages)  and
salvage  (including contract salvage) which are either unclaimed or covered
by insurance;

           (iii)      Liens incident to current operations of Mortgagor  in
the  ordinary  course of business (except for wages of the  crew  including
Master's  Wages  and  salvage)  or  liens  covered  by  insurance  and  any
deductible applicable thereto;

           (iv)  Liens  for  repairs the payment for which  is  either  not
overdue or is being contested by Mortgagor in good faith and by appropriate
proceedings;  provided that such contest shall not subject  the  Vessel  to
arrest, attachment, forfeiture or loss or subject the Mortgagee or any Note
Holder to risk of any civil or criminal liability;

           (v)   Liens arising by reason of an actual or constructive total
loss or an agreed or compromised total loss of the Vessel; and

          (vi)   other Liens expressly permitted by the Trust Indenture;

provided   that  the  Liens  stated  to  be  permitted  by  the   foregoing
subparagraphs  (i) through (iv) shall, unless they constitute  a  Lien  for
damage arising out of maritime tort, for wages of a stevedore when employed
directly  by  Mortgagor, charterer, master, ship's husband, or  agent,  for
wages  of the crew (including Master's Wages), for general average, or  for
salvage (including contract salvage), be permitted only to the extent  such
Liens are either accrued but not yet due or are subordinate to the Lien  of
this  Mortgage.  Nothing contained in this Section 2.6 constitutes a waiver
by  Mortgagee of Mortgagee's preferred status.  If any such Lien is  placed
on  the  Vessel  which  is not subordinate to the Lien  of  this  Mortgage,
Mortgagor will promptly after becoming aware of such Lien notify Mortgagee.

     Section 2.7  Notice of Mortgage.  Mortgagor will at all times carry on
board the Vessel (with the ship's papers) a certified copy of this Mortgage
and  any amendments and supplements hereto and any assignments hereof,  and
will  exhibit  or  cause  to be exhibited the same  to  any  Person  having
business with the Vessel which might give rise to a Lien upon the Vessel or
to  the sale, conveyance, mortgage or lease thereof and, on demand, to  any
representative   of  Mortgagee.   Mortgagor  will  also  place   and   keep
prominently displayed on the Vessel a framed printed notice in  plain  type
of  such  size that the paragraph of reading matter shall cover a space  of
not less than six inches wide by nine inches high (or such other dimensions
as may be required by law) reading as follows:

                            "NOTICE OF MORTGAGE

     This Vessel is owned by BTM Capital Corporation and is subject to
     a  First Naval Mortgage in favor of Chase Bank of Texas, National
     Association, as Indenture Trustee, as Mortgagee, a certified copy
     of  which Mortgage is kept with this Vessel's papers.  Under  the
     terms  of  said  Mortgage, neither the owner,  any  charterer  or
     subcharterer, the master of this Vessel nor any other person  has
     any  right, power or authority to create, incur or permit  to  be
     placed or imposed upon this Vessel any lien whatsoever other than
     the  lien  of said Mortgage, liens for wages, general average  or
     salvage,  and certain other liens permitted by the provisions  of
     said Mortgage."

      Section  2.8   Libel  or Attachment.  If any legal  action  is  filed
against  the  Vessel or if the Vessel shall be attached,  arrested,  levied
upon  or  taken into custody by virtue of any proceeding in  any  court  or
tribunal,  Mortgagor  will promptly notify Mortgagee thereof  by  telegram,
cable  or facsimile, confirmed by letter addressed to Mortgagee, and within
thirty  (30) days after any such action (other than (i) an action involving
claims less than $1,000,000 or (ii) an action involving claims equal to  or
in  excess  of  $1,000,000  and  where the Mortgagee  has  not  received  a
reservation  of  rights notice, or similar communication from  its  insurer
contesting  or denying coverage), levy, attachment, arrest, or taking  into
custody,  Mortgagor will cause the Vessel to be released and will  promptly
notify  Mortgagee of such release in the manner aforesaid.   In  the  event
that  the  Vessel shall not be released within thirty (30) days after  such
action, levy, attachment, arrest or action to take the Vessel into custody,
Mortgagor  does  hereby authorize and empower Mortgagee,  in  the  name  of
Mortgagor, or its successor or assigns, to apply for and receive possession
of and to take possession of the Vessel with all the rights and powers that
Mortgagor, or its successors or assigns, might have, possess or exercise in
any such event; and this power of attorney shall be irrevocable and may  be
exercised not only by Mortgagee hereinabove named but also by any one  such
appointee  or the appointees of Mortgagee, with full power of substitution,
to the same extent as if the said appointee or appointees had been named as
one of the attorneys above named by express designation.

      Section 2.9  Maintenance of Vessel.  Except as to such period as  (i)
the  use  or title of the Vessel has been taken, requisitioned or chartered
by  a  Governmental Authority, (ii) there has been actual  or  constructive
total  loss or an agreed or compromised total loss of the Vessel, or  (iii)
there  has been any other partial loss or damage with respect to the Vessel
and  Mortgagor  shall be in compliance with its obligations under  Sections
5.2(b) and 8.3(e) of the Trust Indenture, Mortgagor will, at all times  and
without cost or expense to Mortgagee, maintain and preserve, or cause to be
maintained  and preserved, the Vessel in good running order and repair,  so
that  the  Vessel shall be tight, staunch, strong and well and sufficiently
tackled, appareled, furnished, seaworthy, equipped and in every respect  in
first  class order and operating condition and in full compliance with  and
able  to  perform all operations under the SDDI Contract; and otherwise  in
compliance with the provisions of the Trust Indenture.

     Section 2.10  Inspection.  Weather permitting, and subject to approval
(if  any)  by  applicable Governmental Authority and SDDI pursuant  to  any
rights  of  SDDI under the SDDI Contract, Mortgagor will permit  Mortgagee,
any  Note  Holder  or its representative to visit and inspect  the  Vessel,
under  the  Mortgagor's guidance, to examine all of its books  of  account,
records,  reports  and other papers, to make copies and extracts  therefrom
and  to  discuss  its  affairs, finances and accounts  with  its  officers,
employees,  and independent public accountants (and by this  provision  the
Mortgagor authorizes said accountants to discuss with Mortgagee or any Note
Holder  the  finances and affairs of the Mortgagor) all at such  reasonable
time,  upon  reasonable notice and as often as may be reasonably requested;
provided  that the Mortgagor shall not be required to pay or reimburse  any
Note  Holder  for expenses which such Note Holder may incur  in  connection
with  any such visitation or inspection, except that if such visitation  or
inspection  is  made  during any period when an  Indenture  Default  or  an
Indenture  Event  of  Default shall have occurred and  be  continuing,  the
Mortgagor  agrees  to  reimburse such Note Holder for all  such  reasonable
expenses promptly upon demand.

      Section  2.11   Sale  or  Other Disposition  of  Vessel.   Except  as
expressly  allowed  in  the  Trust  Indenture,  Mortgagor  will  not  sell,
mortgage,  lease, charter, transfer or in any other way dispose of  all  or
any part of the Vessel without the prior written consent of Mortgagee.

      Section  2.12  Notice.  Mortgagor shall promptly notify the Mortgagee
forthwith by facsimile thereafter confirmed by letter of:

          (a)   any casualty event in excess of $1,000,000 with respect  to
          the Vessel; and

      (b)  any occurrence in respect of the Vessel that is or is likely, by
the passing of time or otherwise, to become an Event of Loss; and

     (c)  any material requirement or recommendation made by any insurer or
classification society or by any competent authority which is not  complied
with within a reasonable time; and

      (d)   any arrest, governmental detention, or attachment of the Vessel
or the assertion or purported assertion of any lien against the Vessel; and

     (e)  any intended dry docking of the Vessel, as to which the Mortgagor
shall give the Mortgagee 30 days' prior notice, provided, that in the event
of  any  emergency dry docking of the Vessel, the Mortgagor shall  promptly
notify the Mortgagee; and

     (f)  any intended deactivation or lay-up of the Vessel.

     Section 2.13  Insurance.

           (a)   All Risk Property Insurance.  Mortgagor shall, at its  own
expense,  keep  the Vessel insured, in lawful money of the  United  States,
against   all   such   risks  (including  without  limitation,   hull   and
machinery/increased  value,  protection  and  indemnity   risk,   pollution
liability,  war  risks  (when  available) and,  when  laid  up,  port  risk
insurance,  as  well as such excess policies over and above protection  and
indemnity  and general liability coverage which shall represent  collective
limits of not less than $400,000,000), in such form and with such insurance
companies or underwriters as required under Section 2.13(f) as shall be  at
least  as  protective as insurance maintained by prudent owners of  vessels
and  equipment  similar  to the Vessel, engaged in  international  contract
offshore  oil  and  gas  operations, and in any  event  all  as  reasonably
acceptable to Mortgagee and, so long as the Performance Bond is outstanding
or  amounts  are  due  to the Surety as a result of  payments  made  by  it
thereunder,  the Surety and in compliance with the SDDI Contract.   Without
limiting  the  generality  of  the foregoing,  with  respect  to  hull  and
machinery/increased value insurance, including war risk  (when  available),
the Mortgagor shall insure the Vessel for an amount which is at least equal
to  the actual value of the Vessel, but in no event less than $275,000,000.
Such  insurance  shall  cover  marine and war  risk  perils,  on  hull  and
machinery, with per occurrence deductibles not in excess of $1,000,000  and
shall  be  maintained  in the broadest forms reasonably  available  in  the
American  and  British  insurance markets.  The  Mortgagor  shall  maintain
protection and indemnity (or its equivalent) insurance, including war  risk
protection and indemnity (or its equivalent) coverage and coverage  against
pollution  liability  in  an  amount not less than  $400,000,000  (or  such
greater amount as may be required from time to time under Oil Pollution Act
of 1990 or other environmental laws).  All of the foregoing insurance shall
have  a  per occurrence deductible not to exceed $1,000,000 and  be  placed
through  such  underwriters or associations reasonably  acceptable  to  the
Mortgagee.  The Vessel shall not operate in or proceed into any  area  then
excluded  by  trading  warranties under its marine  or  war  risk  policies
(including  protection indemnity or its equivalent) without satisfying  the
conditions  of the relevant policies, evidence of which shall be  furnished
to  the  Mortgagee and, so long as the Performance Bond is  outstanding  or
amounts  are  due  to  the  Surety  as a result  of  payments  made  by  it
thereunder, the Surety.

           (b)  Liability; Workers' Compensation.  Mortgagor shall maintain
at   all  times  such  worker's  compensation,  employer's  liability,  and
longshoreman  and  harbor  worker's  insurance  as  shall  be  required  by
applicable  law.   Such policies shall provide that  any  loss  under  such
insurance may be paid directly to the entity to whom any liability  covered
by such policies has been incurred.

           (c)   Payment Provisions.  All payments made under  policies  of
insurance  maintained under this Section shall be applied as set  forth  in
Section 5.2 of the Trust Indenture.

           (d)   Constructive Total Loss.  In the case of an Event of  Loss
that  is a constructive total loss of the Vessel, Mortgagee shall have  the
right (but only with prior written consent of Mortgagor unless an Indenture
Event  of  Default has occurred and is continuing) to join  in  Mortgagor's
claim  for  a constructive total loss of the Vessel, and if both  (i)  such
claims are accepted by all underwriters under all policies then in force as
to  the Vessel and (ii) payment in full is made in cash under such policies
to  Mortgagee in an amount at least equal to the then outstanding amount of
the  Obligations, then Mortgagee shall have the right to abandon the Vessel
to  the  underwriters  under such policies, free  from  the  Lien  of  this
Mortgage.

           (e)   Agreed Total Loss.  Mortgagee shall not have the right  to
enter  into  an  agreement  or  compromise  providing  for  an  agreed   or
compromised total loss of the Vessel without the prior written  consent  of
Mortgagor  unless  an  Indenture  Event of  Default  has  occurred  and  is
continuing.  If Mortgagor shall have given its prior consent thereto, or an
Indenture Event of Default has occurred and is continuing, Mortgagee  shall
have  the  right in its discretion to enter into an agreement or compromise
providing  for an agreed or compromised total loss of the Vessel,  provided
the same is agreed to by underwriters under all applicable policies.

           (f)   Insurers.  All insurance required under this Section  2.13
shall be placed and kept with such insurance companies, Lloyd's Syndicates,
underwriters' associations, protection and indemnity clubs or  underwriting
funds  as are reputable, generally recognized within the industry, and  (i)
in  the  case of hull and machinery insurance, rated by either  Standard  &
Poors  Rating  Services,  a  division of the McGraw  Hill  Companies,  Inc.
("S&P"),  Moody's  Investors Services, Inc. ("Moody's)  or  Duff  &  Phelps
Credit Rating Co. ("Duff") with at least the equivalent to an S&P rating of
BBB (and with at least 75% of the companies, determined by dollar amount of
policy coverage, rated by S&P, Duff or Moody's with at least the equivalent
to  an S&P rating of A) or, if not rated by S&P, Duff or Moody's then rated
"excellent" or better by A.M. Best, and (ii) in the case of protection  and
indemnity  risk  insurance, rated by either S&P, Duff or  Moody's  with  at
least the equivalent to an S&P rating of BBB.

          (g)  Taking by Governmental Authority.  During the continuance of
a  taking,  requisition  or  charter of  the  use  of  the  Vessel  by  any
Governmental Authority, the provisions of this Section 2.13 shall be deemed
to  have been complied with in all respects as to the Vessel if (A) in  the
case  of a taking, requisition or charter of the use of the Vessel  by  any
Governmental Authority (other than as set forth in (B) below) an  indemnity
is  provided  that  is  acceptable to the Required Holders  in  their  sole
discretion  from  a  Person that is acceptable to the Required  Holders  in
their  sole  discretion,  or (B) in the case of a  taking,  requisition  or
charter  of  the  use  of  the  Vessel by any  United  States  Governmental
Authority,  such Governmental Authority shall have agreed (i) to  reimburse
Mortgagee  and  Mortgagor  for  loss or damage  resulting  from  the  risks
indicated  in  paragraphs (a) and (b) of this Section 2.13,  or  (ii)  that
Mortgagee  and  Mortgagor shall be entitled to just compensation  therefor.
In  the  event  of any taking, requisition, charter or loss of  the  Vessel
contemplated  by  this paragraph (g), Mortgagor shall promptly  furnish  to
Mortgagee a sworn certificate of an officer of Mortgagor stating that  such
taking, requisition, charter or loss has occurred and, if there shall  have
been  a taking, requisition or charter of the Vessel, that the Governmental
Authority  has  agreed  (i)  to  reimburse Mortgagor  for  loss  or  damage
resulting  from  the risks indicated in the above-mentioned paragraphs  (a)
and  (b)  or  provided an indemnity acceptable to the Required  Holders  in
their sole discretion, or (ii) that Mortgagor or Mortgagee, as the case may
be, is entitled to just compensation therefor.

      (h)   Mortgage Provisions.  All insurance required under this Section
2.13  shall  be taken out in the name of Mortgagor or on its behalf  by  an
Affiliate  of  Mortgagor.  Mortgagee and each Note Holder and the  Sureties
shall  be  named  as  an additional insureds under all  liability  policies
(other than workers' compensation and similar insurance), and the Mortgagee
and,  so long as the Performance Bond is outstanding or amounts are due  to
the Surety as a result of payments made by it thereunder, the Surety, shall
be  named  as  the  loss payees, as their interests may appear,  under  all
physical damage policies with respect to the Vessel for any loss in  excess
of  $5,000,000 or, after the occurrence and during the continuation of  any
Event  of  Default, any loss.  All policies for such insurance  shall  also
provide  that  (i)  there shall be no recourse against  Mortgagee  (or  its
assignee)  or any Note Holder or any loss payee or additional  insured  for
the  payment of premiums or commissions, (ii) if such policies provide  for
the  payment  of  club calls, assessments or advances, there  shall  be  no
recourse against Mortgagee (or its assignee) or any Note Holder or any loss
payee  or  additional insured for the payment thereof.  All policies  shall
provide that the insurers shall provide to Mortgagee (or its assignee)  and
each Note Holder and any loss payee and additional insured, as the case may
be,  30  days prior notice of any material change in the coverage  of  such
insurance as well as ten (10) days prior written notice of any cancellation
of  such  insurance in the event of non-payment of premiums and  seven  (7)
days  prior  written notice of any cancellation of such insurance  for  war
risk.

           (i)  Compliance.  Mortgagor shall not do any act, nor permit any
act  to be done, whereby any insurance required by this Section 2.13  shall
or  may  be suspended, impaired or defeated, or permit the Vessel to engage
in  any  voyage,  to  engage in any activity or  to  carry  any  cargo  not
permitted  under  the  policies of insurance then in effect  without  first
procuring comparable insurance for such voyage, activity or the carriage of
such cargo.

          (j)  Policies.  Mortgagor, upon execution of this Mortgage, shall
deliver  to  Mortgagee certificates of insurance, evidencing the  insurance
maintained  under  this  Section  2.13.  Mortgagor,  upon  the  request  of
Mortgagee, will promptly deliver to Mortgagee true copies of such policies.

           (k)   Opinion and Certificates. On the date hereof, and on  each
anniversary and each material change in coverage, Mortgagor shall  promptly
furnish  or  cause  to  be  furnished to Mortgagee  and,  so  long  as  the
Performance  Bond  is outstanding or amounts are due to  the  Surety  as  a
result   of  payments  made  by  it  thereunder,  the  Surety,  a  detailed
certificate or opinion (signed by a reputable insurance broker) as  to  the
insurance maintained by Mortgagor pursuant to this Section 2.13, specifying
the  respective  policies  of insurance covering  the  same  and  attaching
certificates of confirmation evidencing the same and stating with regard to
the  insurance  maintained by Mortgagor pursuant to this Section  2.13  the
amounts, deductibles, and the risks against which such insurance is issued.

           (l)   Obligation to Collect.  Mortgagor shall,  at  no  cost  or
expense  to Mortgagee, have the duty and responsibility to make all  proofs
of  loss and take any and all other steps  necessary as a prudent owner  or
as reasonably directed by Mortgagee to effect collections from underwriters
for  any  loss  under any insurance on or in respect of the Vessel  or  the
operation thereof.

      Section  2.14  Change of Flag, Location or Name.  Mortgagor will  not
change  or transfer the flag, location or the name of the Vessel except  in
strict compliance with Sections 8.11, 9.19 and 9.20 of the Trust Indenture.

      Section 2.15  Mortgage Covenant Regarding Payment and Performance  of
Obligations.   Mortgagor  hereby expressly agrees as  an  express  mortgage
covenant to pay and perform when due and performable all of the Obligations
in accordance with their terms.

                                ARTICLE III

                     REMEDIES; APPLICATION OF PROCEEDS

      Section  3.1  Sale, Etc.  If an Event of Default shall have  occurred
and be continuing, Mortgagee may, to the fullest extent permitted by and in
accordance with applicable law:

     (a)  exercise all the rights and remedies in foreclosure and otherwise
given  to  mortgagees by the laws of the Republic of  Panama,  and  by  the
applicable laws of any other applicable jurisdiction;

      (b)   bring  suit at law, in equity or in admiralty or  initiate  and
prosecute such other judicial, extrajudicial, or administrative proceedings
as it may consider appropriate to recover any and all sums due, or declared
due,  in  respect of the Obligations, with the right to enforce payment  of
said sums against any assets of Mortgagor, whether they are covered by this
Mortgage or otherwise;

      (c)  to the extent permitted by and in accordance with any applicable
law,  take possession of the Vessel, with or without legal proceedings,  at
any  place where it may be found, and Mortgagor or any Person in possession
of  the  Vessel, forthwith upon request by Mortgagee, as mortgage creditor,
shall deliver possession to Mortgagee on demand of Mortgagee, and Mortgagee
shall  have the right, subject to applicable law, without being responsible
for  loss  or damage to lay up, hold, charter, lease, operate or  otherwise
use  the  Vessel for such period and under such conditions as it  may  deem
most  expedient for its interest, accounting only for net profits, if  any,
arising  from such use and charging against all receipts from such  use  or
from  the sale of the Vessel by court proceedings or pursuant to subsection
(d)  below,  all costs, expenses, charges, damages or losses by  reason  of
such  use;  and if at any time Mortgagee shall avail itself  of  the  right
herein  given  to it to take the Vessel and shall take it, Mortgagee  shall
have the right to dock the Vessel at any dock, pier or other premises owned
or  leased by Mortgagor without charge, or at any other place at  the  cost
and expense of Mortgagor;

      (d)  to the extent permitted by and in accordance with any applicable
law,  sell  the  Vessel  at  public or private  sale,  by  sealed  bids  or
otherwise,  on such terms and conditions as Mortgagee deems best,  free  of
any  claim,  lien,  commitment or encumbrance,  regardless  of  the  nature
thereof,  in favor of Mortgagor and, except as provided by law,  any  other
Person, upon advance notice of ten (10) consecutive days published  in  any
newspaper authorized to publish legal notices of that kind in the  port  of
registry and the place of sale of the Vessel and by sending notice of  such
sale  at  least twenty (20) days prior to the date fixed for such sale,  by
telegraph, cable, telefax or telex, confirmed by mail, to Mortgagor and any
other  mortgagees of record.  In the event that the Vessel shall be offered
for  sale  by  private sale, no newspaper publication of  notice  shall  be
required,  nor  notice of adjournment of sale.  Sale may be  held  at  such
place and at such time as Mortgagee by notice may have specified, or may be
adjourned  by Mortgagee from time to time by announcement at the  time  and
place  appointed  for  such sale or for such adjourned  sale,  and  without
further notice or publication Mortgagee may make any such sale at the  time
and  place  to which the same shall be so adjourned; and any  sale  may  be
conducted without bringing the Vessel to the place designated for such sale
and  in such manner as Mortgagee may deem to be for its best advantage, and
Mortgagee may become the purchaser at any public sale, and shall  have  the
right  to  credit  on  the purchase price any and all  sums  of  money  due
hereunder  or  under  any  other Project Document.   Without  limiting  the
generality  of the foregoing, Mortgagee shall be entitled to  exercise  all
the  rights and remedies available to it under Articles 1527 and 1527-A  of
the Code of Commerce of the Republic of Panama;

      (e)   manage,  insure, maintain and repair the  Vessel  and  charter,
employ,  sail or lay up the Vessel in such manner, upon such terms and  for
such  period as the Mortgagee deems reasonably expedient (and in such  case
Mortgagor  and Mortgagee agree that an annual accounting will be sufficient
to  discharge any reporting requirements relating to such management);  and
for  the purposes aforesaid the Mortgagee shall be entitled to do all  acts
and things reasonably incidental or conducive thereto and in particular  to
enter  into  such arrangements respecting such Vessel, and  the  insurance,
management, maintenance, repair, classification, chartering and  employment
of  such Vessel, in all respects as if the Mortgagee were the owner of such
Vessel  and,  to  the  extent  permitted by  and  in  accordance  with  any
applicable law, without being responsible for any loss thereby incurred;

      (f)  recover from the Mortgagor on demand any liabilities, losses and
reasonable  expenses as may be incurred by the Mortgagee in  or  about  the
exercise of the power vested in the Mortgagee hereunder;

      (g)  generally, recover from the Mortgagor on demand any liabilities,
losses  and  reasonable expenses incurred by the Mortgagee in or  about  or
incidental to the exercise by it of any of the powers aforesaid;

      (h)   not be required to have the Vessel marshaled (upon any sale  of
the  Vessel) or be required to realize on any other collateral prior to its
realization on the Vessel; and

     (i)  exercise any other rights it may have under applicable law or any
other Project Document.

     As used in this Mortgage, "Event of Default" shall mean the occurrence
of an Indenture Event of Default under the Trust Indenture.

     Section 3.2  Finality of Sale.  A sale of the Vessel made in pursuance
of  this  Mortgage, whether under the power of sale hereby granted  or  any
judicial proceedings, shall operate to divest all right, title and interest
of  any  nature whatsoever of Mortgagor therein and thereto, and shall  bar
Mortgagor, its successors and assigns, and all Persons claiming by, through
or  under them.  No purchaser shall be bound to inquire whether notice  has
been  given or whether any default has occurred, or as to the propriety  of
the sale, or as to application of the proceeds thereof.

      Section  3.3  Powers and Rights of Mortgagee Upon Notice of  Default.
During  the  occurrence and continuance of an Event of  Default,  Mortgagee
shall have the following powers and rights:

           (a)   Sale.  Mortgagor does hereby irrevocably appoint Mortgagee
and  its  successors and assigns the true and lawful attorney of Mortgagor,
in its name and stead, for the purpose of Sections 3.1 and 3.2, to make all
necessary  transfers  of the Vessel, and for that purpose  Mortgagee  shall
execute  all  necessary instruments of assignment and  transfer  (including
bills of sale), Mortgagor hereby ratifying and confirming all that its said
attorney  shall  lawfully  do  by virtue hereof.   Nevertheless,  Mortgagor
shall,  if  so requested by Mortgagee, ratify and confirm any sale  of  the
Vessel  by  executing and delivering to the purchaser thereof  such  proper
bills of sale, conveyances, instruments of transfer and releases as may  be
designated in such request.

          (b)  Revenues and proceeds of Vessel; Prior Liens.

                  (i)     Mortgagee   is   hereby   irrevocably   appointed
     attorney-in-fact of Mortgagor, with the power, among other things,  so
     long  as  an Event of Default has occurred and is continuing,  in  the
     name of Mortgagor to demand, collect, receive, compromise and sue for,
     so  far  as  may  be permitted by law, all freights,  hire,  earnings,
     issues,  revenues, income and profits of the Vessel, and  all  amounts
     due from underwriters under any insurance thereon as payment of losses
     or  as  return  premiums or otherwise, salvage awards and  recoveries,
     recoveries in general average or otherwise, and all other sums due  or
     to  become due in respect of the Vessel or in respect of any insurance
     thereon  from any Person whomsoever, and to make, give and execute  in
     the  name  of  Mortgagor  acquittances, receipts,  releases  or  other
     discharges  for  the  same, whether under seal or  otherwise,  and  to
     endorse and accept in the name of Mortgagor all checks, notes, drafts,
     warrants, agreements and all other instruments in writing with respect
     to the foregoing, Mortgagor hereby confirming and ratifying the same.

                (ii)  So  long as an Event of Default has occurred  and  is
     continuing,  Mortgagee  is hereby irrevocably  authorized  to  pay  or
     furnish  indemnity in the proper amounts against any Liens which  have
     or may (in the reasonable opinion of Mortgagee) have priority over the
     Lien  of this Mortgage and which are not permitted under this Mortgage
     or the Trust Indenture.

           (c)  Additional Rights.  Mortgagor covenants and agrees that  in
addition to any and all other rights, powers and remedies elsewhere in this
Mortgage granted to and conferred upon Mortgagee, Mortgagee in any suit  to
enforce any of its rights, powers or remedies shall be entitled as a matter
of right and not as a matter of discretion (i) to seek the appointment of a
receiver  or  receivers  of  the Vessel and any receiver  or  receivers  so
appointed shall have full right and power to use and operate the Vessel  as
shall  be  ordered  by  any court having jurisdiction,  (ii)  to  a  decree
ordering  and directing the sale and disposal of the Vessel, and  Mortgagee
may  become the purchaser at such sale and shall have the right  to  credit
against  the  purchase price any and all sums of money due  hereunder,  and
(iii)  to  have  full rights and remedies at law and in  equity  including,
without limitation, specific performance of the covenants hereof including,
without limitation, the following paragraph of this Section 3.3(c).

      Mortgagor further covenants and agrees that if (i) an Indenture Event
of  Default under Section 7.1(a), (d), (e), (f), (h), (j), (m), (n) or  (q)
of  the  Trust Indenture has occurred and is continuing or (ii)  any  other
Indenture  Event  of  Default  has occurred and  is  continuing  which  has
resulted  in  acceleration  of the maturity of the  Notes,  then  Mortgagor
shall,  upon the request of Mortgagee and at the direction of the  Required
Holders,  immediately move the Vessel to such United States port  or  other
location within the territorial waters of the United States subject to  the
in  rem  admiralty  jurisdiction of the United  States  federal  courts  as
Mortgagee may designate in its sole and absolute discretion.

           (d)   Notice  to  Mortgagor.  Mortgagee shall  notify  Mortgagor
promptly after taking any action permitted by this Section 3.3.

      Section  3.4  Restoration of Position.  In case Mortgagee shall  have
proceeded  to  enforce any right, power or remedy under  this  Mortgage  by
foreclosure,  entry  or  otherwise, and such  proceeding  shall  have  been
discontinued  or abandoned by Mortgagee for any reason or shall  have  been
determined  adversely to Mortgagee, then and in every such  case  Mortgagor
and  Mortgagee shall, subject to any determination in such proceeding  (and
subject to the application of applicable laws), be restored to their former
positions  and  rights hereunder with respect to the  property  subject  or
intended  to  be  subject to this Mortgage, and all  rights,  remedies  and
powers of Mortgagee shall, subject to any determination in such proceeding,
continue as if no such proceedings had been taken.

      Section  3.5  Application of Proceeds.  The proceeds of any sale  and
net  earnings  derived  from  the operation, use,  charter,  or  any  other
employment of the Vessel by Mortgagee, as mortgage creditor, and within any
of  the  powers and authority above given, as well as the proceeds  of  any
judgment  which Mortgagee may obtain by reason of the breach or failure  to
perform any of the terms of this Mortgage, as well as the proceeds  of  any
claim for damage received by Mortgagee while exercising the powers and  the
authorities above given shall be applied as follows:

           (i)   to the payment of all charges and expenses, including  the
     costs  of  any public or private sale or sales, the cost of replevying
     or  taking possession of the Vessel which may be incurred or paid  out
     by  Mortgagee,  as mortgage creditor, and the expenses and  reasonable
     administration and external attorneys' fees incurred by  Mortgagee  on
     foreclosure  or  in  the  protection of the rights  and  interests  of
     Mortgagee founded upon this Mortgage;

          (ii) to pay or to furnish indemnity in the proper amounts against
     any  Liens  which have or may (in the reasonable opinion of Mortgagee)
     have  priority over the Lien of this Mortgage and which are not  Liens
     permitted under this Mortgage; and

          (iii)     to deliver to the Mortgagee for application as provided
     in the Trust Indenture.

      Section  3.6 Waiver.  (a) To the extent now or at any time  hereafter
enforceable under applicable law, the Mortgagor covenants that it will  not
at any time insist upon or plead, or in any manner whatsoever claim or take
any  benefit or advantage of, any stay or extension law now or at any  time
hereafter  in  force,  nor  claim, take nor  insist  upon  any  benefit  or
advantage  of or from any law now or hereafter in force providing  for  the
valuation or appraisement of the Vessel or any part thereof, prior  to  any
sale  or  sales  thereof  to  be  made pursuant  to  any  provision  herein
contained,  or to the decree, judgment or order of any court  of  competent
jurisdiction,  nor, after such sale or sales, claim or exercise  any  right
under  any  statute  now  or hereafter made or  enacted  by  any  state  or
otherwise  to redeem the property so sold or any part thereof,  and  hereby
expressly  waives  for itself and on behalf of each and every  Person,  all
benefit  and advantage of any such law or laws, and covenants that it  will
not  invoke or utilize any such law or laws or otherwise hinder,  delay  or
impede  the  execution  of any power herein granted and  delegated  to  the
Mortgagee, but will suffer and permit the execution of every such power  as
though no such law or laws had been made or enacted.

          (b)  The Mortgagor waives any right to require the Mortgagee, the
Sureties  or  the Note Holders to proceed against any other Person,  or  to
exhaust  any other Collateral or other security for the obligations secured
hereby,  or to have any other Person joined with the Mortgagor in any  suit
arising out of the Obligations or the other Project Documents, or to pursue
any  other  remedy in the Mortgagee's, the Sureties' or the  Note  Holders'
power.   The  Mortgagor further waives any and all notice of acceptance  of
this  Mortgage by any other Person directly or indirectly liable  for  such
obligations  from time to time.  The Mortgagor further waives  any  defense
arising by reason of any disability or other defense of any other Person or
by  reason  of the cessation from any cause whatsoever of the liability  of
any  other Person liable for the Obligations secured hereby.  Until all  of
such Obligations shall have been paid in full, the Mortgagor shall have  no
right  to  subrogation and the Mortgagor waives the right  to  enforce  any
remedy  which the Mortgagee, the Sureties or the Note Holders have  or  may
hereafter  have  against any other Person liable for such obligations,  and
the  Mortgagor  waives  any  benefit of any right  to  participate  in  any
security whatsoever now or hereafter held by the Mortgagee, the Sureties or
the  Note  Holders.  The Mortgagor authorizes the Mortgagee,  the  Sureties
(when  and  if  they are an assignee of this Mortgage as  provided  in  the
Performance  Bond)  and  the Note Holders, without  notice  or  demand  and
without  any  reservation  of  rights against  the  Mortgagor  and  without
affecting the Mortgagor's liability hereunder or on the obligations secured
hereby,  from time to time to (a) take or hold any Property other than  the
Collateral  from  any  other Person as security for such  obligations,  and
exchange, enforce, waive and release any or all of such Property, (b) apply
such  Property  and  direct the order or manner  of  sale  thereof  as  the
Mortgagee, the Sureties (when and if they are an assignee of this  Mortgage
as  provided  in the Performance Bond) and the Note Holders  may  in  their
discretion  determine,  and (c) renew, extend for any  period,  accelerate,
modify,  compromise, settle or release any of the obligations of any  other
Person  in respect of the Obligations secured hereby or other security  for
such Obligations.

                                ARTICLE IV

                        GENERAL POWERS OF MORTGAGEE

     Section 4.1  General Powers of Mortgagee.

          (a)  Arrest or Detention of Vessel.  In the event that the Vessel
shall be arrested or detained by a marshal or other officer of any court of
law, equity or admiralty jurisdiction in any country or nation of the world
or  by any government or other entity and shall not be released from arrest
or  detention within thirty (30) days from the date of arrest or detention,
Mortgagor  does  hereby authorize and empower Mortgagee,  in  the  name  of
Mortgagor,  or  its  successors  or  assigns,  to  apply  for  and  receive
possession of and to take possession of the Vessel with all the rights  and
powers that Mortgagor, or its successors or assigns, might have, possess or
exercise in any such event; and this power of attorney shall be irrevocable
and  may  be  exercised not only by Mortgagee but also by its appointee  or
appointees, with full power of substitution, to the same extent as  if  the
said appointee or appointees had been named as the attorney above named  by
express designation.

           (b)  Suits.  Mortgagor also authorizes and empowers Mortgagee or
its  appointees  or  any of them to appear in the name  of  Mortgagor,  its
successors or assigns, in any court of any country or nation of  the  world
where a suit is pending against the Vessel because of or on account of  any
alleged Lien against the Vessel from which the Vessel has not been released
in  accordance with the terms of this Mortgage and to take such proceedings
as to it may seem proper towards the defense of such suit and the discharge
of such Lien.

           (c)   Reimbursement of Expenses.  If Mortgagor fails to  perform
any  obligation or covenant under this Mortgage, Mortgagee shall  have  the
right,  but not the obligation, to perform or take such actions  to  comply
with  the  terms of this Mortgage, and all amounts reasonably  expended  in
connection  with  such  conduct shall be a demand obligation  of  Mortgagor
owing to Mortgagee at the Default Rate specified in the Trust Indenture and
shall be secured by the Lien of this Mortgage.

                                 ARTICLE V

                             SUNDRY PROVISIONS

      Section  5.1  Release.  If the Obligations shall have been fully  and
finally  satisfied and discharged to the satisfaction of the  Trustee  then
this  Mortgage and the estate and rights hereunder shall cease,  determine,
and become null and void; and Mortgagee, on the request of Mortgagor and at
Mortgagor's  cost  and  expense,  shall forthwith  cause  satisfaction  and
discharge  of  this  Mortgage to be entered upon its and other  appropriate
records and shall execute and deliver to Mortgagor such instruments as  may
be  necessary  in  Mortgagor's reasonable opinion to duly  acknowledge  the
satisfaction and discharge of this Mortgage.  Upon any termination of  this
Mortgage  or  release  of the Vessel as permitted by the  Trust  Indenture,
Mortgagee  will,  at  the  expense of Mortgagor,  execute  and  deliver  to
Mortgagor  such  documents and take such other actions as  Mortgagor  shall
reasonably  request  to evidence the termination of this  Mortgage  or  the
release of the Vessel, as the case may be.

      Section  5.2  Right of Peaceful Enjoyment.  During the term  of  this
Mortgage  and  so  long as no Event of Default shall have occurred  and  be
continuing, Mortgagor shall have full and peaceful enjoyment, use, right to
possession  and control of the Vessel subject to the terms of  the  Project
Documents.

     Section 5.3  Cumulative Remedies; No Waiver.  Each and every power and
remedy  herein  given  to Mortgagee shall be cumulative  and  shall  be  in
addition  to  every other power and remedy herein or in any  other  Project
Document  or now or hereafter existing at law, in equity, in admiralty,  or
by  statute,  and each and every power and remedy whether herein  given  or
given  in any other Project Document or otherwise existing may be exercised
from time to time and as often and in such order, or in the alternative  as
may be deemed expedient by Mortgagee, and the exercise or the beginning  of
the  exercise of any power or remedy shall not be construed to be a  waiver
of  the right to exercise at the same time or thereafter any other power or
remedy.   No  course  of  dealing on the part of Mortgagee,  its  officers,
employees, consultants or agents, nor any delay or omission by Mortgagee in
the  exercise of any right or power or in the pursuance of any remedy shall
operate as a waiver of any such right, power or remedy.

      Section 5.4  Further Assurances.  In the event that this Mortgage, or
any  provisions  hereof, shall be deemed invalid in whole  or  in  part  by
reason  of  any present or future law or any decision of any  court  having
jurisdiction,  or if the documents at any time held by Mortgagee  shall  be
deemed by Mortgagee for any reason insufficient to carry out the rights and
powers granted to Mortgagee herein, then, from time to time, Mortgagor will
do,  execute,  acknowledge  and deliver, or cause  to  be  done,  executed,
acknowledged and delivered, such other and further assurances and documents
(including favorable opinions of counsel, including Panamanian counsel)  as
in  the  opinion of Mortgagee may reasonably be required in order  to  more
effectively  subject  the  Vessel to the Lien  of  this  Mortgage  or  more
effectively  subject  the  Vessel  to the  performance  of  the  terms  and
provisions  of  this Mortgage, or to enable this Mortgage  to  continuously
enjoy  the  status  of  a  first  naval  mortgage.   Without  limiting  the
foregoing,   Mortgagor  specifically  agrees  to  obtain   the   definitive
registration  of  this  Mortgage at the Office of the  Public  Registry  of
Panama,  and  to  deliver  the original evidence of  such  registration  to
Mortgagee, within six months of the date first written above.

     Section 5.5  Survival of Agreements.  All representations, warranties,
covenants  and agreements herein contained or made in writing in connection
with  this Mortgage shall survive the execution of this Mortgage and  shall
continue in full force and effect until all sums secured hereby shall  have
been paid in full, and the same shall bind and inure to the benefit of  the
respective successors and assigns of Mortgagor and Mortgagee.

      Section 5.6  Notices.  All notices, requests and demands to  or  upon
the  respective  parties  hereto  to  be  effective  shall  be  in  writing
(including  by  facsimile  transmission), and, unless  otherwise  expressly
provided  herein,  shall be deemed to have been duly  given  or  made  when
actually  delivered or in the case of facsimile transmission, when received
and telephonically confirmed, addressed as follows or to such other address
as  may  be  hereafter  notified by the respective parties  hereto  or  any
assignee thereof or successor thereto:

     Mortgagor:     BTM Capital Corporation
                    125 Summer Street
                    Boston, MA 02110
                    Facsimile No. (617) 345-5687
                    Attention: Senior Vice President - Administration

     Mortgagee:     Chase Bank of Texas, National Association
                    1150 Chase Tower
                    600 Travis Street
                    Houston, TX 77002
                    Attention:  Mauri J. Cowen, V.P.

      Section  5.7  Counterparts.  This instrument may be executed  in  any
number  of  counterparts,  and  each of such  counterparts  shall  for  all
purposes be deemed to be an original.

      Section  5.8   Section Headings.  The section headings used  in  this
Mortgage  are for convenience of reference only and are not to  affect  the
construction  of  or  be  taken  into consideration  in  interpreting  this
Mortgage.

     Section 5.9  GOVERNING LAW.  EXCEPT AS PROVIDED TO THE CONTRARY BELOW,
THIS  MORTGAGE  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH  THE
INTERNAL LAWS OF THE STATE OF NEW YORK AND THE GENERAL MARITIME LAW OF  THE
UNITED  STATES  OF  AMERICA; PROVIDED, HOWEVER, THAT WITH  RESPECT  TO  THE
CREATION AND PERFECTION OF LIENS ON THE VESSEL OR AS OTHERWISE REQUIRED  BY
THE  LAWS  OF THE REPUBLIC OF PANAMA, BEING THE PLACE WHERE THE  VESSEL  IS
FLAGGED,  THIS  MORTGAGE SHALL BE GOVERNED BY THE LAWS OF THE  REPUBLIC  OF
PANAMA.

     Section 5.10   Jurisdiction.

      (a)  Any legal action or proceeding with respect to this Mortgage may
be  brought in the courts of the United States for the Southern District of
New  York  and  the Mortgagor hereby accepts for itself and  its  property,
generally  and  unconditionally,  the non-exclusive  jurisdiction  of  such
court.   The  Mortgagor  further irrevocably consents  to  the  service  of
process  out of such court in any such action or proceeding in  the  manner
provided for in the Trust Indenture.  Nothing herein shall affect the right
of  the Mortgagee to serve process in any other manner permitted by law  or
to commence legal proceedings or otherwise proceed against the Mortgagor in
any other jurisdiction.

      (b)   Without  prejudice  to the generality of  Clause  5.10(a),  the
Mortgagee shall have the right to arrest and take action against the Vessel
at  whatever place such Vessel shall be found lying and for the purpose  of
any  action  which  the  Mortgagee may bring  before  the  courts  of  such
jurisdiction or other judicial authority and for the purpose of any  action
which  the  Mortgagee  may  bring against such Vessel,  any  writ,  notice,
judgment or other legal process or documents may (without prejudice to  any
other method of service under applicable law) be served upon the master  of
such Vessel (or upon anyone acting as the master) and such service shall be
deemed good service on the Mortgagor for all purposes.

      (c)   Each of the parties hereto stipulates that, when the Vessel  is
located  on  the  Outer Continental Shelf within the  jurisdiction  of  the
United  States  Federal  District  Courts  under  43  U.S.C.  1331(1)   and
1349(b)(1), (i) that the United States Federal District Courts  shall  have
"in rem" admiralty jurisdiction over the Vessel and (ii) that the Vessel is
present  within  the  territorial  jurisdiction  of  said  courts  for  all
purposes, including the enforcement of any maritime liens or other remedies
hereunder.

     Section 5.11  Amendments and Waivers.  None of the terms or provisions
of this Mortgage may be waived, amended, supplemented or otherwise modified
except  if  made in compliance with the terms and provisions of  the  Trust
Indenture.

      Section 5.12  Termination.  The grant of the Liens hereunder and  all
of  Mortgagee's rights, powers and remedies in connection therewith,  shall
unless  otherwise provided in the Trust Indenture or this Mortgage,  remain
in full force and effect until final payment in full of (A) the Notes under
the  terms thereof or of the Trust Indenture, and (B) all other Obligations
then  due  and  owing under the Trust Indenture, the Notes  and  the  other
Project  Documents.  Upon the payment in full of (A) the  Notes  under  the
terms  thereof or of the Trust Indenture, and (B) all Obligations then  due
and  owing  under  the  Trust Indenture, the Notes and  the  other  Project
Documents, Mortgagor shall be entitled to the return, upon its request  and
at  its expense, of the Vessel free and clear of all liens created by  this
Mortgage.

      Section  5.13  Trust Indenture.  This Mortgage is issued pursuant  to
the terms, conditions and provisions of the Trust Indenture.

      Section 5.14  Severability.  In the event that any provision of  this
Mortgage  or  the Trust Indenture or the Notes shall be deemed  invalid  or
unenforceable by reason of any present or future law or any decision of any
authoritative  court,  the  validity  and  enforceability  of   the   other
provisions hereof or thereof shall not be affected thereby.

      Section 5.15   No Waiver of Preferred Status.  No provision  of  this
Mortgage, the Trust Indenture or the Notes shall be deemed to constitute  a
waiver  by the Mortgagee of the preferred status of this Mortgage given  to
foreign flag Vessel by 46 U.S.C.  31325 and 31326, of the United States  of
America  or  comparable  legislation of any other jurisdiction  where  this
Mortgage  may  be  enforced, and any provision of or incorporated  in  this
Mortgage  which  would  otherwise constitute such a waiver  shall  to  such
extent be of no force or effect.

      Section  5.16    Acceptance of Terms and Conditions.   The  Mortgagee
hereby accepts all the terms and conditions set forth in this Mortgage.

      Section  5.17    Power to Record.  The Mortgagee  and  the  Mortgagor
declare  that  they  hereby confer a special Power of  Attorney  on  Mssrs.
Benedetti  &  Benedetti, lawyers of Panama, Republic of Panama,  empowering
each of them to take all necessary steps to file and register this Mortgage
in the appropriate registries of the Republic of Panama.

      Section 5.18   Limitation on Liability.  The liability of BTM Capital
Corporation under the obligations and covenants expressed herein is limited
as set forth in Article 6 of the Supplemental Indenture, the terms of which
are set forth as Exhibit B and incorporated by reference herein.

      IN  WITNESS WHEREOF, Mortgagor has caused this Mortgage  to  be  duly
executed as of the day and year first above written.

MORTGAGOR:                         BTM CAPITAL CORPORATION


                                   By:___________________________
                                       Name:
                                       Title:


MORTGAGEE:                         CHASE BANK OF TEXAS,
                                     NATIONAL ASSOCIATION


                                   By:__________________________
                                       Name:
                                       Title:

THE STATE OF TEXAS

COUNTY  OF  HARRIS

      THIS  INSTRUMENT was acknowledged before me on February __, 2000,  by
_____________________________, ___________________________________  of  BTM
Capital  Corporation, a Delaware corporation on behalf of such corporation,
and after having first been duly authorized by said corporation to do so.

      AND  THE said ___________ did further produce to me sufficient  proof
that he is the duly elected ___________ of said corporation and that he was
duly authorized by said corporation to execute the foregoing Mortgage,  and
I  the  notary hereby certify that the signature of the said ______________
on  the  foregoing  Mortgage  was placed thereon  in  my  presence  and  is
therefore authentic.
                                   Notary Public in and for
                                   the State of Texas

                                   Printed Name of Notary:
                                   ______________________________

                                   My Commission Expires:
                                   ______________________________

THE STATE OF TEXAS

COUNTY  OF  HARRIS

      THIS  INSTRUMENT was acknowledged before me on February __, 2000,  by
_____________________________, ___________________________________ of Chase
Bank  of  Texas,  National Association, on behalf of such association,  and
after having first been duly authorized by said corporation to do so.

      AND  THE said ___________ did further produce to me sufficient  proof
that he is the duly elected ___________ of said corporation and that he was
duly authorized by said corporation to execute the foregoing Mortgage,  and
I  the  notary hereby certify that the signature of the said ______________
on  the  foregoing  Mortgage  was placed thereon  in  my  presence  and  is
therefore authentic.
                                   Notary Public in and for
                                   the State of Texas

                                   Printed Name of Notary:
                                   ______________________________

                                   My Commission Expires:
                                   ______________________________