EXHIBIT 10.320

=========================================================================

                  CONSTRUCTION SUPERVISORY AGREEMENT

                     dated as of February 1, 2000

                                 among

                        BTM Capital Corporation
                               as Owner

                         RBF Exploration Co.,

                                  and

                       RBF Exploration II, Inc.,
                      as Construction Supervisor

=========================================================================

               CONSTRUCTION SUPERVISORY AGREEMENT

     This CONSTRUCTION SUPERVISORY AGREEMENT, dated as of February  1,
2000  (as  amended, supplemented or otherwise modified  from  time  to
time,  this  "Agreement")  among BTM Capital Corporation,  a  Delaware
corporation,  as  owner  ("Owner"),  RBF  Exploration  Co.,  a  Nevada
corporation   ("RBFE")  and  RBF  EXPLORATION  II   INC.,   a   Nevada
corporation, as construction supervisor ("Construction Supervisor").

                     PRELIMINARY STATEMENT

     A.    RBFE  contemporaneously with the execution  hereof  entered
into  that certain Equipment  Sale and Funding Agreement of even  date
herewith  (the  "Sale and Funding Agreement") pursuant to  which  RBFE
conveyed certain property and equipment to the Owner and entered  into
the  Novation  Agreement of even date herewith, by and  between  RBFE,
Hyundai  Heavy Industries Co., Ltd. and Hyundai Corporation  (each,  a
"Builder"),  and  the  Owner  (as amended, supplemented  or  otherwise
modified from time to time with the consent of the Owner, Construction
Supervisor,  Indenture  Trustee  and  the  Surety,  the  "Construction
Contract")  with  respect to the construction  of  a  semi-submersible
drilling vessel as described in the specifications to the Construction
Contract (the "Drilling Rig").

     B.   RBFE  and  Shell Deepwater Development, Inc. ("SDDI"),  have
entered into that  certain Offshore Daywork Drilling Contract, with an
effective date  of  August  12,  1998  (as  amended,  supplemented  or
otherwise modified  from time to time with the consent of Construction
Supervisor,  Indenture Trustee and the Surety, the "SDDI Contract").

     C.   Pursuant to the Sale and Funding Agreement, RBFE has agreed,
among other things, to make loans to the Owner to fund various funding
obligations under this Agreement and in relation thereto to the supply
of certain equipment specified in the Sale and Funding Agreement.

     D.    As RBFE or one of its affiliates is and will be a party  to
the  SDDI Contract, performance of which will require the use  of  the
Drilling  Rig,  RBFE and the Owner contemplate that on or  before  the
Commencement  Date they will enter into arrangements with  respect  to
the  Drilling  Rig  to ensure that RBFE or one of its  affiliates  can
perform the SDDI Contract in its existing, amended or novated form  in
accordance with its terms.

     E.    RBFE  and  the  Construction Supervisor are  parties  to  a
certain  Construction Supervisory Agreement, with  effective  date  of
August  12, 1999 (the "Original CSA") which is to be replaced by  this
Agreement;

     F.    Subject to the terms and conditions hereof, as required  by
the  Sale and Funding Agreement, Owner desires to appoint Construction
Supervisor as Owner's sole and exclusive agent to supervise the design
and   construction  of  the  Drilling  Rig  in  accordance  with   the
Construction  Contract, the acquisition and assembly of the  equipment
to  be  used thereon, and the delivery of the Drilling Rig to SDDI  in
accordance with the SDDI Contract, and Construction Supervisor desires
to accept such appointment.

     NOW,  THEREFORE, in consideration of the foregoing, and for other
good  and valuable consideration, the receipt and sufficiency of which
are  hereby  acknowledged, the parties hereto covenant  and  agree  as
follows:

                           ARTICLE I

                          DEFINITIONS

     SECTION  1.1.    Defined Terms.  Capitalized terms used  but  not
otherwise defined in this Agreement have the meanings set forth below:

     "Advance  Payment Refund Amount" - at any time, the aggregate  of
all  payments, advances or reimbursements theretofore made  by  or  on
behalf of the Owner or Indenture Trustee on account of the Cost of the
Project  to the Builders, any vendor of Owner's Supplies or any  other
equipment,  Construction  Supervisor or any other  person,  under  the
Construction Contract or any other contract or agreement with  respect
to  the  provision  of  any goods or services or  for  other  purposes
relating  to  the  Project,  including,  without  limitation,  amounts
advanced or incurred pursuant to Section 6.3 hereof, as set forth in a
certificate  of RBFE on behalf of the Owner (or the Indenture  Trustee
as  Owner's  assignee),  which certificate  shall  be  conclusive  and
binding upon Construction Supervisor.

     "Affiliate" - has the meaning set forth in the Trust Indenture.

     "Anticipated Delivery Date" - May 1, 2000.

     "Business  Day"  -  has  the  meaning  set  forth  in  the  Trust
Indenture.

     "Certificate of Requisition" - as defined in Section 3.2.

     "Collection Account" - as defined in Section 4.1.

     "Commencement  Date" - the date and hour that  the  last  of  the
following conditions has been satisfied: (i) the full crew is  aboard,
(ii)  the  Drilling Rig has cleared customs and other  formalities  as
contemplated  by  the  SDDI Contract, (iii)  SDDI  has  inspected  and
accepted the Drilling Rig and the personnel to perform the Work,  (iv)
the  Drilling  Rig  and  the full crew are in all  respects  ready  to
commence  and  sustain  continued drilling  operations  at  the  rated
specifications of Appendix A to the SDDI Contract during the  term  of
the  SDDI  Contract, and (v) the Drilling Rig has departed a  mutually
agreed  (by RBFE on behalf of the Owner and SDDI) U.S. Gulf of  Mexico
port or location after loading SDDI's drilling equipment and materials
and  is  en route to SDDI's first drilling or well location under  the
SDDI  Contract (or would have departed in the event of SDDI's  failure
to  designate such location in a timely manner).  Notwithstanding  the
foregoing,  however,  SDDI may require or allow the  Drilling  Rig  to
commence work at an earlier date in which case such earlier date shall
be  the  Commencement Date and any of the above requirements  for  the
Commencement Date which have not been met shall be deemed waived.

     "Complete" or  "Completion" - with respect to the Project,  means
that  (i)  the  Drilling Rig (a) has been completed and  delivered  to
Owner under the Construction Contract substantially in accordance with
the  Specifications,  (b)  has  been completed  and  equipped  in  all
material respects in accordance with the requirements of SDDI Contract
and  the  specifications set forth therein and  is  fully  capable  of
performing   the   Work  in  accordance  with  the  requirements   and
specifications  of the SDDI Contract, (c) has been  delivered  to  and
unconditionally  accepted  by SDDI under  the  SDDI  Contract  without
waiver  of  any material requirement of the SDDI Contract without  the
consent  of  Indenture Trustee, and (d) is free  and  clear  of  liens
except   as  permitted  by  the  Project  Documents,  and   (ii)   the
Commencement Date has occurred.

     "Cost  of  the Project" - the total cost of design, construction,
equipping, testing and delivering the Drilling Rig including all costs
of  any  nature whatsoever relating thereto and causing acceptance  of
the  Drilling  Rig  by  SDDI  under and in accordance  with  the  SDDI
Contract.

     "Default"  - any event or circumstance which with the  giving  of
notice, passage of time or both would constitute an Event of Default.

     "Environmental  Laws"  -  any and all  Governmental  Requirements
pertaining  to health, safety or the environment or the regulation  of
hazardous  substances  or  pollutants  in  effect  in  any   and   all
jurisdictions in which RBFE or the Owner is conducting or at any  time
has  conducted  business, or where any Property of Owner  is  located,
including  without limitation, the Oil Pollution Act of 1990  ("OPA"),
the  Clean  Air  Act,  as  amended, the  Comprehensive  Environmental,
Response,  Compensation,  and Liability Act  of  1980  ("CERCLA"),  as
amended,  the  Federal Water Pollution Control Act,  as  amended,  the
Occupational  Safety and Health Act of 1970, as amended, the  Resource
Conservation and Recovery Act of 1976 ("RCRA"), as amended,  the  Safe
Drinking Water Act, as amended, the Toxic Substances Control  Act,  as
amended, the Superfund Amendments and Reauthorization Act of 1986,  as
amended,  the Hazardous Materials Transportation Act, as amended,  and
any   other  international,  federal,  local  or  state  environmental
conservation  or  protection laws.  The terms  "oil"  and  "discharge"
shall  have  the  meanings  specified in  OPA,  the  terms  "hazardous
substance"  and "release" (or "threatened release") have the  meanings
specified  in  CERCLA,  except that "hazardous substance"  shall  also
include  petroleum  and any fraction thereof,  and  the  terms  "solid
waste"  and "disposal" (or "disposed") have the meanings specified  in
RCRA;  provided, however, that (i) in the event either OPA, CERCLA  or
RCRA  is  amended  so as to broaden the meaning of  any  term  defined
thereby,  such broader meaning shall apply subsequent to the effective
date of such amendment and (ii) to the extent the laws of the state in
which  any  Property of the Owner is located establish a  meaning  for
"oil," "discharge," "hazardous substance," "release," "solid waste" or
disposal"  which is broader than that specified in either OPA,  CERCLA
or RCRA, such broader meaning shall apply.

     "Event of Default" - as defined in Section 6.1.

     "Excess  Costs" - the full amount of the Cost of the  Project  in
excess of $315,000,000.

     "Governmental Authority" - the country, the state,  county,  city
and  political  subdivisions  in which any  Person  or  such  Person's
Property  is  located or which exercises jurisdiction  over  any  such
Person  or  such Person's Property, and any court, agency  department,
commission,  board, body, bureau of instrumentality  of  any  of  them
including monetary authorities which exercises jurisdiction  over  any
such  Person  or such Person's Property.  Unless otherwise  specified,
all   references  to  Governmental  Authority  herein  shall  mean   a
Governmental  Authority having jurisdiction over RBFE or  any  of  its
Property or the Drilling Rig.

     "Governmental Requirements" - any law, statute, code,  ordinance,
order, determination, rule, regulation, publication, judgment, decree,
injunction,   franchise,  permit,  registration,  consent,   approval,
certificate, license, authorization or other directive or  requirement
(whether  or  not  having  the  force  of  law),  including,   without
limitation,  Environmental Laws, energy regulations and  occupational,
safety   and   health  standards  or  controls,  of  any  Governmental
Authority.

     "Indemnified  Parties" - Owner, RBFE, Indenture Trustee  and  any
other holder of any mortgage or security interest in the Drilling Rig,
any  party providing financing to RBFE or Owner in connection with the
Project  (including,  without limitation, each  Note  Holder  and  all
Credit  Support  Parties,  as defined in  the  Trust  Indenture),  the
Surety,  any  Affiliate of any of the foregoing and  their  respective
directors,  officers,  shareholders, partners,  employees,  attorneys,
agents  and  licensees and the successors and assigns of  any  of  the
foregoing (individually an "Indemnified Party").

     "Indenture Trustee" - the trustee under the Trust Indenture.

     "Initial  Acceptance" - with respect to the Drilling  Rig,  means
that  (i)  the Drilling Rig has been completed in accordance with  the
Specifications and tendered to Owner under the Construction  Contract,
(ii)  all  trials contemplated by the Construction Contract have  been
completed, and (iii) RBFE has accepted the Drilling Rig on  behalf  of
the Owner under the Construction Contract.

     "Initial Acceptance Date" - June 28, 2000.

     "Liquidated  Damages"  -  liquidated damages  in  the  amount  of
$65,767,852, which amount shall be payable in addition to, and not  to
the  exclusion of, the Advance Payment Refund Amount as set  forth  in
this Agreement.

     "Note Holder" - has the meaning set forth in the Trust Indenture.

     "Outside Date" - September 30, 2000 (unless the Indenture Trustee
is  deemed  to have consented to an extension of the Outside  Date  as
provided  in  the  penultimate "Provided, However"  paragraph  of  the
Performance  Bond  in which event the Outside Date shall  be  extended
accordingly).

     "Owner Lien" - has the meaning set forth in the Trust Indenture.

     "Owner's  Supplies" - all of the items to be furnished  by  Owner
for the Drilling Rig as specified in the Specifications.

     "Performance Bond" - as defined in Section 2.6.

     "Person"  -  an  individual,  partnership,  corporation,  limited
liability  company, trust, unincorporated association or organization,
government, governmental agency or governmental subdivision.

     "Project"  - the design, construction, equipping and  testing  of
the  Drilling Rig and causing its delivery to and acceptance by  SDDI,
all  as  contemplated  by and in accordance with this  Agreement,  the
Construction Contract and the SDDI Contract.

     "Property"  -  any  interest in any kind of  property  or  asset,
whether real, personal or mixed, and whether tangible or intangible.

     "Project  Documents" - has the meaning set  forth  in  the  Trust
Indenture.

     "Specifications" - the specifications and other  information  set
forth  in  Exhibits  1  through  4,  inclusive,  of  the  Construction
Contract,  as the same may be modified from time to time in accordance
with  the  terms of the Construction Contract and with the consent  of
Construction Supervisor, Indenture Trustee and the Surety.

     "Supplemental  Indenture"  -  has the  meaning  set  out  in  the
definition of Trust Indenture below.

     "Surety" - collectively, the providers of the Performance Bond.

     "Termination Date" - as defined in Section 4.2.

     "Trust  Indenture"  - the Trust Indenture and Security  Agreement
dated  as  of August 12, 1999, between RBF Exploration Co.  and  Chase
Bank  of  Texas, National Association, as amended by the  Supplemental
Indenture  and  Amendment  dated February 1, 2000  (the  "Supplemental
Indenture") and as from time to time further amended, supplemented  or
modified.

     "Work"   -   the  drilling,  deepening,  sidetracking,  workover,
testing,   completing  and/or  plugging  and  abandonment   operations
required  by SDDI on SDDI's well(s) or wells for others as  designated
by  SDDI, together with ancillary services such as soil survey boring,
environmental  data collection, fishing and retrieval (both  down-hole
and  on  the sea floor), other services and subsea activities required
by  SDDI  for  which the Drilling Rig is fit, and the  moving  of  the
Drilling Rig between locations.

                           ARTICLE II

                             AGENCY

     SECTION  2.1.     Appointment  of Construction  Supervisor.   (a)
Pursuant to and subject to the terms and conditions set forth  herein,
Owner   hereby   irrevocably  designates  and  appoints   Construction
Supervisor as its exclusive agent to design, construct, acquire, equip
and test the Drilling Rig in accordance with the terms, conditions and
requirements of the Construction Contract and the SDDI Contract and to
deliver the Drilling Rig to, and cause acceptance of the Drilling  Rig
by, SDDI in accordance with the requirements of the SDDI Contract.  In
connection with the foregoing, Owner expressly authorizes Construction
Supervisor, or any agent or contractor of Construction Supervisor, and
the  Construction Supervisor agrees, to take all action  necessary  or
desirable  for the performance and satisfaction of all of Construction
Supervisor's obligations hereunder.

     (b)    Subject  to  the terms and conditions of  this  Agreement,
Construction  Supervisor shall have sole management and  control  over
the construction means, methods, sequences and procedures with respect
to  the  construction, maintenance and equipping of the Drilling  Rig.
Upon  delivery  of  the  Drilling Rig  pursuant  to  the  Construction
Contract,  the  Construction Supervisor shall have full and  exclusive
custody,  possession,  control and command of  the  Drilling  Rig  for
performance of this Agreement.

     (c)   Construction Supervisor shall undertake to the Owner and to
RBFE  to perform the Project in accordance with the provisions of this
Agreement  including,  without limitation, the provisions  of  Section
2.5, and, subject to the provisions hereof, shall pay for the Cost  of
the  Project.   Construction Supervisor shall  make  all  commercially
reasonable  efforts to cause the Project to be Complete on  or  before
the  Anticipated  Delivery Date and shall, in  any  event,  cause  the
Project  to  be Complete on or before the Outside Date.   Construction
Supervisor  shall  pay  for  the Cost of the  Project  using  (i)  the
proceeds  of advances under Article III hereof and (ii) its own  funds
to  the extent of all Excess Costs.  Construction Supervisor shall  be
solely  responsible  for payment of all Excess  Costs.   If,  for  any
reason,  the  proceeds  of  advances  under  Article  III  hereof  are
insufficient  to  pay  the  entire Cost of the  Project,  Construction
Supervisor  shall, nonetheless, be bound and required to  fulfill  its
obligations  hereunder and pay the entire Cost of  the  Project,  and,
under no circumstances, shall the insufficiency of the funds available
to  Construction Supervisor  reduce or release Construction Supervisor
from any of its obligations hereunder.

     SECTION   2.2.     Acceptance.  Construction  Supervisor   hereby
unconditionally   and   irrevocably  accepts   the   designation   and
appointment as Owner's agent in accordance with the terms hereof.   In
connection herewith, the Owner will only act as directed by  RBFE  and
any  and  all  direction to the Construction Supervisor by  the  Owner
hereunder shall be through RBFE.

     SECTION   2.3.      Termination   of   Authority.    Construction
Supervisor's  authority under this Agreement shall  terminate  on  the
earlier  to occur of (i) Completion of the Project in accordance  with
the  terms  and conditions of this Agreement and satisfaction  of  the
other  terms and provisions hereof, or (ii) termination by Owner (with
the consent of RBFE) pursuant to Article VI hereof.

     SECTION   2.4.      Sub-Contracts  and  Delegation.  Construction
Supervisor  may execute any of its duties under this Agreement  by  or
through  agents,  contractors,  employees  or  attorneys-in-fact,  and
Construction Supervisor shall enter into such agreements  in  addition
to  the  Construction  Contract  that  Construction  Supervisor  deems
necessary  or desirable in connection with the Project and performance
of  all of its other duties hereunder.  No such delegation shall limit
or  reduce in any way Construction Supervisor's duties and obligations
under  this Agreement, and Construction Supervisor shall be and remain
fully liable and responsible therefor.

     SECTION  2.5  Covenants  of  the  Construction  Supervisor.    In
addition  to, and without limitation of, the Construction Supervisor's
covenants   elsewhere  herein,  the  Construction  Supervisor   hereby
covenants  and agrees that it will, at its own expense with  no  claim
for reimbursement thereof against Owner:

     (a)    monitor, supervise and approve in all respects the design,
construction,  equipping  and testing of  the  Drilling  Rig  and  the
procurement,  delivery  and  installation  of  all  parts,  materials,
equipment and supplies to be installed and/or otherwise used  thereon,
including, without limitation, all Owner's Supplies (as defined in the
Construction Contract), all in accordance with the provisions  of  the
Construction  Contract  and  the  SDDI  Contract  and  in   connection
therewith to exercise all rights and perform all obligations of  Owner
under  the  Construction Contract and the contractor  under  the  SDDI
Contract  in such manner to ensure that the Drilling Rig  will  be  so
constructed, completed, delivered and accepted;

     (b)    approve  or disapprove in a timely manner  all  plans  and
drawings  as  Construction Supervisor shall deem to  be  in  the  best
interests of RBFE and the Owner and to comply with the SDDI Contract;

     (c)   attend  tests and trials of the Drilling Rig and all  major
           items of Owner's Supplies;

     (d)   comply  with all obligations of the "Owner" (as defined  in
           the  Construction Contract) under the Construction Contract
           in  order  to  maintain the Construction Contract  in  full
           force and effect so as to preserve fully the rights of  the
           "Owner" thereunder;

     (e)    agree  to  any amendment, modification or change  in   the
Construction  Contract, the Specifications, Owner's Supplies  and  the
plans and specifications, as Construction Supervisor deems in its sole
discretion to be necessary for the completion of the Drilling  Rig  as
necessary for complete performance of the Project;  provided, that (i)
no  such  amendment  or  modification  shall  result  in  a  delay  of
Completion beyond the Outside Date, (ii) the aggregate effect  of  any
amendment  or modification, when taken together with any  previous  or
contemporaneous amendments or modifications, will not have a  material
adverse effect on the soundness, structural integrity, classification,
value, utility, operation or useful life of the Drilling Rig and (iii)
no  such  amendment  or modification shall increase Owner's  liability
thereunder;

     (f)    appoint  in  the  name of Owner any  and  all  arbitrators
required  or permitted to be appointed by Owner under the Construction
Contract and conduct any and all arbitrations required or permitted to
be  conducted  under  or  pursuant to  the  Construction  Contract  in
connection with any disputes arising thereunder;

     (g)    take  all such other actions with respect to the  Drilling
Rig or Construction Contract as Construction Supervisor shall deem  to
be in the best interests of RBFE and the Owner;

     (h)    identify  and  assist  with  the  acquisition  of  Owner's
Supplies  in  accordance  with  the  terms  and  conditions   of   the
Construction Contract and the SDDI Contract;

     (i)   perform all engineering work and all design and supervisory
functions relating to the Project;

     (j)    negotiate and enter into all contracts or arrangements  to
procure  Owner's  Supplies  and services necessary  to  construct  the
Drilling  Rig  on  such  terms and conditions  as  are  customary  and
reasonable  in  light  of local standards and  practices  and  prudent
industry practices;

     (k)    comply  with  and obtain all necessary licenses,  permits,
authorizations  and other rights (including, without  limitation,  the
issuance of a certificate of classification of the Drilling Rig by the
American  Bureau  of  Shipping as a A1 M, "Column Stabilized  Drilling
Unit",  a  CDS, P, a PAS, and accompanied by a statement of fact  from
ABS for UK/Den/HSE compliance and Drilling System Compliance) required
under all applicable laws, rules and regulations from all governmental
authorities in connection with the development and construction of the
Drilling  Rig  in  accordance with the Construction Contract  and  the
transportation  thereof to the appropriate port in the  U.S.  Gulf  of
Mexico and to otherwise comply with such laws, rules and regulations;

     (l)    maintain  all  books  and  records  with  respect  to  the
construction, transportation  and delivery of the Drilling Rig;

     (m)   maintain the Drilling Rig in good first class condition and
working  order  and move the Drilling Rig to the appropriate  port  or
other  location in the U.S. Gulf of Mexico and to cause  the  Drilling
Rig  to be delivered to and accepted by SDDI and the Commencement Date
to occur under the SDDI Contract;

     (n)    cause  construction  of the Drilling  Rig  to  be  pursued
diligently  and  without  undue interruption in  accordance  with  the
Construction   Contract  and  in  compliance  with  all   Governmental
Requirements;

     (o)    make  all  commercially reasonable efforts  to  cause  the
Project to be Complete on or before the Anticipated Delivery Date  and
shall,  in  any event, cause the Project to be Complete no later  than
the Outside Date;

     (p)    enforce all of the obligations of the Builders  under  the
Construction Contract;

     (q)    (i) until delivery of the Drilling Rig to Owner under  the
Construction  Contract,  maintain insurance  on  Owner's  Supplies  in
accordance with the requirements of the Construction Contract and  the
Trust Indenture, and (ii) from and after delivery of the Drilling  Rig
to  Owner  under  the Construction Contract and through  the  date  of
Completion,  maintain  or  cause to be  maintained  insurance  on  the
Drilling  Rig  at  all times in accordance with the  requirements  set
forth on Schedule A hereto;

     (r)    immediately upon acceptance of the Drilling Rig  by  Owner
under  the  Construction Contract, cause the Drilling Rig  to  be  (i)
documented and registered in the name of Owner under the laws  of  the
Republic  of  Panama with no other filing, recordation or registration
of  any  other document or instrument necessary in order to  establish
Owner's good and valid title thereto and (ii) covered by a mortgage in
favor  of the Indenture Trustee which shall have been duly filed  with
the  Public Registry Office of the Republic of Panama and be  a  first
preferred  ship  mortgage under the laws of  the  Republic  of  Panama
effective as against creditors of and purchasers from Owner;

     (s)     provide  all  personnel  required  in  order  to  perform
Construction  Supervisor's obligations hereunder,  including,  without
limitation, those personnel necessary to move the Drilling  Rig  to  a
port in the U.S. Gulf of Mexico, deliver the Drilling Rig to SDDI  and
cause  acceptance of the Drilling Rig by SDDI in accordance  with  the
SDDI Contract, such personnel to have the qualifications necessary  to
comply  with Construction Supervisor's obligations hereunder  and  any
qualifications  imposed by applicable law, rules and regulations,  and
such  personnel  to be made available at such locations  and  in  such
numbers as may be required in order to comply with the foregoing;

     (t)     provide  such  administrative,  engineering   and   other
technical support services as may be needed by the personnel  provided
pursuant   to  the  foregoing  item  (s)  in  order  for  Construction
Supervisor  to  perform its obligations hereunder, including,  without
limitation,   accounting,  data  processing,   legal,   tax,   project
management,  contract administration, transportation,  communications,
payroll, purchasing, shipping and personnel administration services;

     (u)    provide  such equipment, materials, spare parts,  supplies
and  related  property  as  the personnel  provided  pursuant  to  the
foregoing  item (s) and the personnel providing the services described
in  the  foregoing  item  (t) may require in  order  for  Construction
Supervisor  to  perform  its  obligations hereunder,  such  equipment,
materials,  spare parts, supplies and related property to be  provided
as  such  locations and in such quantities as may be required to  such
performance;

     (v)   perform  all  covenants and obligations  of  the  Mortgagor
           under  the  First  Naval  Mortgage  delivered  pursuant  to
           clause (r) above; and

     (w)   to  the  extent any of the foregoing requires the execution
           of  any  documents by the Owner or that the Owner take  any
           action,  the Construction Supervisor will timely so  advise
           the  Owner  and prepare any such documents for the  Owner's
           signature.

     (x)   perform  or  cause to be performed, at its  sole  cost  and
           expense, all obligations of the Issuer pursuant to  Section
           7.01 of the Supplemental Indenture.

     (y)   perform  or  cause to be performed, at its  sole  cost  and
           expense,  all  actions necessary to effect a  sale  of  the
           Drilling Rig pursuant to the provisions of clause 9 of  the
           Sale and Funding Agreement.

     SECTION 2.6.    Performance Bond.  Construction Supervisor  shall
obtain  and  maintain at its sole cost and expense in full  force  and
effect at all times a performance bond in the form attached hereto  as
Exhibit  A,  naming Owner, and Indenture Trustee and their  respective
successors  and assigns as dual obligees (such bond, the  "Performance
Bond").

     SECTION  2.7.    Casualty and Construction Period Event of  Loss.
If  at any time before Completion of the Project there occurs any loss
or   damage   to  the  Drilling  Rig  from  fire  or  other  casualty,
Construction Supervisor shall promptly cause such loss or damage to be
repaired and the Project to be completed in accordance with the  terms
hereof  and  all  appropriate insurance claims to be made  in  respect
thereof,  so as to cause the Commencement Date to occur on  or  before
the Outside Date.  Construction Supervisor shall notify Owner and RBFE
on  behalf  of  the Owner of any such loss or damage that Construction
Supervisor  reasonably  believes will cost  more  than  $1,000,000  to
repair  or  which gives rise to a claim of more than $1,000,000  under
the  insurance  policies then in effect with respect to  the  Drilling
Rig.   The  Construction Supervisor will take actions  and  directions
with  respect to any such loss or damage and/or insurance coverage  as
directed by RBFE and give prompt notice thereof to the Owner.

                          ARTICLE III

                 FUNDING OF CONSTRUCTION COSTS

     SECTION 3.1.    Funding of Construction Costs.   Subject  to  the
terms  and conditions of this Agreement, RBFE agrees to make loans  to
the Owner pursuant to the Sale and Funding Agreement sufficient to pay
or   reimburse  or  cause  to  be  paid  and  reimbursed  Construction
Supervisor   for  the  Cost  of  the  Project  up  to  a  maximum   of
$315,000,000.
     SECTION  3.2.    Requisitions and Payments.  (a) Subject  to  the
terms  and  conditions hereof and so long as there is  no  Default  or
Event  of  Default continuing hereunder, RBFE on behalf of  the  Owner
pursuant to the Sale and Funding Agreement shall make or cause  to  be
made   payments   to  Construction  Supervisor  or  its   order   upon
Construction  Supervisor's written request from time to time  no  more
frequently  than monthly on account of the Cost of the Project.   Each
such payment shall be made upon Construction Supervisor's delivery  of
a  requisition in the form attached to the Trust Indenture as Annex  H
("Certificate of Requisition"), copies of which shall be  provided  to
Indenture Trustee and the Surety upon submission to RBFE on behalf  of
the  Owner.  All payments will be made directly to the Builders, other
vendors  of Owner's Supplies or other equipment or to any other  party
on  account  of  the  Cost  of  the Project  or  as  reimbursement  to
Construction  Supervisor  only upon receipt of  proper  evidence  that
Construction  Supervisor has paid any such amount  to  Builders,  such
other vendor or such other party.

     (b)    The aggregate of all payments by or on behalf of the Owner
made  under this Agreement on account of the Cost of the Project shall
not  exceed $315,000,000, and Construction Supervisor shall be  solely
responsible for all Excess Costs.

     (c)    Nothing in this Article III or elsewhere in this Agreement
shall   have   the   effect  of  limiting  Construction   Supervisor's
obligations  hereunder or making such obligations conditional  on  the
availability  of funds from Owner or RBFE.  Construction  Supervisor's
obligations  hereunder with respect to the performance of the  Project
and   the  payment  therefor  are  absolute  and  unconditional,   and
Construction   Supervisor  shall  pay  and  perform  its   obligations
hereunder  notwithstanding any breach or default by RBFE or the  Owner
hereunder or any other circumstance whatsoever.

     (d)    Notwithstanding  anything herein to the  contrary,  it  is
understood and agreed that the Owner does not and shall not  have  any
funding  or  other obligations under this Agreement  and  no  recourse
shall  be  had against the Owner or its assets for performance  hereof
except  as provided in Article 6 of the Supplemental Indenture.   This
clause, however, shall not limit the obligation of the Owner set forth
in Section 8.8 of this Agreement.

                           ARTICLE IV

           EXTRAORDINARY PAYMENTS; CONDITIONAL DEMAND

     SECTION  4.1.     Certain Periodic Payments.  In the  event  that
Completion  of the Project does not occur on or before the Anticipated
Delivery  Date,  then  Construction Supervisor shall  thereafter  make
periodic  payments to the Collection Account established  pursuant  to
the  Trust Indenture which currently is account #55-03-001-2074900  at
Chase Bank of Texas, N.A. (the "Collection Account") in the amount  of
$150,000  for  each day from and after the Anticipated  Delivery  Date
through the date specified in the following sentence to compensate the
parties  for  losses incurred in connection with such  late  delivery.
Construction Supervisor shall make such payments through the  earliest
to  occur of (i) the date of Completion, (ii) the Termination Date (as
defined  in  Section 4.2 if the rescission or termination contemplated
by Section 4.2 has occurred), and (iii) the date of payment in full of
the  amounts  required by Section 6.1 following a demand  therefor  by
reason of an Event of Default.   Such payments shall be made from time
to  time on demand by the Indenture Trustee, RBFE or the Owner and  in
any  event all such accrued and unpaid payments shall be made not less
than  monthly  on  the last day of each month (or the next  succeeding
Business Day, if such day is not a Business Day).

     SECTION  4.2.    Lump Sum Payment.  In the event that  (i)  Owner
(or   Construction  Supervisor  on  behalf  of  Owner)  rescinds   the
Construction  Contract  pursuant to Article X thereof,  or  (ii)  SDDI
terminates the SDDI Contract pursuant to section 2.2.1.2 thereof, then
in  either case Construction Supervisor shall on the earliest to occur
of (a) the Outside Date, (b) within six months following the effective
date  of  the earlier to occur of such rescission or termination  (the
earlier  to  occur of the date of such rescission or termination,  the
"Termination Date"), or (c) if the conditional demand contemplated  by
Section 4.3(a) has been made, the date on which payment would  be  due
pursuant  to  such demand, pay to the Collection Account  the  Advance
Payment Refund Amount together with the Liquidated Damages, for losses
incurred  as a result of such rescission or termination.  Construction
Supervisor shall also make periodic payments to the Collection Account
on  demand  in the amount of $150,000 for each day from and after  the
Termination   Date  through  the  date  of  payment  by   Construction
Supervisor  of  the  Advance  Payment Refund  Amount  plus  Liquidated
Damages,  to compensate the parties for losses incurred in  connection
with delay in such payment.  Such payments shall be made from time  to
time on demand by the Indenture Trustee, RBFE or the Owner and in  any
event all such accrued and unpaid payments shall be made not less than
monthly on the last Business Day of each month.

     SECTION  4.3.     Conditional Demands.  (a)  In  the  event  that
Initial Acceptance of the Drilling Rig does not occur on or before the
Anticipated   Delivery   Date  and  the  rescission   or   termination
contemplated  by  Section  4.2 has not occurred,  then  the  Indenture
Trustee,  RBFE  or  RBFE on behalf of the Owner  may  make  demand  on
Construction Supervisor for payment of the amount required by  Section
6.1.   Such  demand  shall  be  upon the  condition  that  if  Initial
Acceptance  of  the Drilling Rig does occur on or before  the  Initial
Acceptance  Date, then such demand is void.  If Initial Acceptance  of
the  Drilling  Rig does not occur on or before the Initial  Acceptance
Date,  then  Construction Supervisor shall pay  in  full  the  amounts
required by Section 6.1 on or before the date specified in such demand
which  date shall be no earlier than the later to occur of (i) Initial
Acceptance  Date,  or  (ii) 50 days after the  making  of  the  demand
contemplated  by this Section 4.3(a).  The Indenture Trustee  or  RBFE
may provide a copy of the notice of such demand to the Surety.

     (b)    In the event that Completion of the Project does not occur
on  or  before  July  31,  2000  and  the  rescission  or  termination
contemplated  by  Section  4.2 has not occurred,  then  the  Indenture
Trustee, RBFE, or the Owner may make demand on Construction Supervisor
for  payment of the amount required by Section 6.1.  Such demand shall
be  upon the condition that if Completion of the Project does occur on
or  before  the  Outside  Date, then such  demand  is  void.   If  the
Completion  of  the  Project does not occur on or before  the  Outside
Date,  then  Construction Supervisor shall pay  in  full  the  amounts
required by Section 6.1 on or before the date specified in such demand
which  date  shall be no earlier than the later to occur  of  (i)  the
Outside  Date,  or  (ii)  50  days after  the  making  of  the  demand
contemplated  by this Section 4.3(b).  The Indenture Trustee  or  RBFE
may provide a copy of the notice of such demand to the Surety.

                           ARTICLE V

                 REPRESENTATION AND WARRANTIES

     Construction Supervisor represents and warrants to Owner and RBFE
as follows:

     SECTION 5.1 Organization and Power.  Construction Supervisor  (i)
is  a  corporation duly formed, validly existing and in good  standing
under  the  laws  of the State of Nevada and is duly  qualified  as  a
foreign corporation and in good standing in all jurisdictions in which
such qualification is required in order for Construction Supervisor to
carry  on  its  business  as now conducted;  and  (ii)  has  the  full
corporate power, authority and legal right to carry on its business as
now conducted and to execute, deliver and perform this Agreement.

     SECTION  5.2  No Violation.  Neither the execution,  delivery  or
performance   by  Construction  Supervisor  of  this   Agreement   nor
compliance herewith (i) conflicts or will conflict with or results  or
will result in a breach of or constitutes or will constitute a default
under  (A)  any  law  in  effect as of the date  hereof  binding  upon
Construction  Supervisor or the Drilling Rig or (B) any  order,  writ,
injunction  or  decree  of any court or other  governmental  authority
binding  upon  Construction Supervisor or the Drilling  Rig,  or  (ii)
results  or  will result in the creation or imposition  of  any  lien,
charge or encumbrance upon its property pursuant to such agreement  or
instrument.   Neither the execution, delivery or  performance  by  the
Construction   Supervisor  of  this  Agreement   nor   compliance   by
Construction  Supervisor herewith conflicts or will conflict  with  or
results  or  will  result  in  a breach  of  or  constitutes  or  will
constitute a default under (i) the certificate of incorporation or by-
laws of Construction Supervisor or (ii) any agreement or instrument to
which Construction Supervisor is a party or by which it is bound.

     SECTION  5.3  Agreement is Legal and Authorized.  This  Agreement
has  been  duly authorized by Construction Supervisor by all necessary
corporate  action (including any necessary action by its shareholders)
and  duly  executed  and  delivered  by  it,  and,  assuming  the  due
authorization, execution and delivery thereof by Owner,  is  a  legal,
valid  and  binding obligation of Construction Supervisor  enforceable
against it in accordance with its terms, except as certain rights  and
remedies  as  set  forth  herein may be  limited  by  (a)  bankruptcy,
reorganization and similar laws of general application relating to  or
affecting  the  enforcement  of  creditors'  rights  and  (b)  general
principles of equity.

     SECTION   5.4   Consents.   No  consent,  license,  approval   or
authorization  of,  or  filing, registration or declaration  with,  or
exemption  or  other  action  by, any  governmental  or  public  body,
authority, bureau or agency (including courts) under the laws  of  the
United States of America, the State of Delaware or of any other  state
is   required  in  connection  with  the  execution  and  delivery  or
performance by Construction Supervisor of this Agreement.

                           ARTICLE VI

                       EVENTS OF DEFAULT

     SECTION  6.1.    Events of Default.  If any one or  more  of  the
following events (each an "Event of Default") shall occur:

     (a)    Construction  Supervisor shall fail to  make  any  payment
required   by   the  terms  of  this  Agreement,  including,   without
limitation,  any payment required on account of Excess  Costs  or  any
payment required pursuant to Article IV hereof and such failure  shall
continue for two (2) Business Days;

     (b)    the  Performance  Bond shall be rescinded,  terminated  or
cease  to  be in full force and effect or either Surety shall  assert,
claim  or  take  the position that the Performance Bond is  rescinded,
terminated or not in full force and effect or otherwise take any steps
to  rescind or terminate the Performance Bond or cause it not to be in
full force and effect;

     (c)    Construction Supervisor shall fail to observe  or  perform
any  term, covenant or condition (other than any covenant or condition
as  to which provision is otherwise made in this Section 6.1) of  this
Agreement  and such failure shall remain uncured for a  period  of  30
days  after  the  earlier of actual knowledge thereof by  Construction
Supervisor or the giving of written notice thereof by Owner; provided,
however, no Event of Default shall be deemed to occur if such  failure
or  breach  remains capable of cure and Construction Supervisor  shall
have  promptly  commenced  the cure of  such  failure  or  breach  and
continues  to  act with diligence to cure such failure or  breach  and
such  failure  or breach is in fact cured no later than Completion  of
the Project;

     (d)     any  representation  or  warranty  made  by  Construction
Supervisor  in  this  Agreement (or in any certificate  or  instrument
executed  in  connection  therewith) shall be  untrue,  inaccurate  or
misleading in any material respect;

     (e)    Construction Supervisor shall generally fail  to  pay,  or
admit  in writing its inability to pay, its debts as they become  due,
or  shall  voluntarily  commence any case or proceeding  or  file  any
petition  under any bankruptcy, insolvency or similar law  or  seeking
dissolution,  liquidation or reorganization or the  appointment  of  a
receiver, agent, custodian, liquidator or similar person for itself or
a substantial portion of its property, assets or business or to effect
a  plan  or  other arrangement with its creditors, or shall  file  any
answer  admitting  the  jurisdiction of the  court  and  the  material
allegations  of  any  involuntary petition filed  against  it  in  any
bankruptcy,  insolvency  or similar case or proceeding,  or  shall  be
adjudicated  bankrupt,  or  shall make a general  assignment  for  the
benefit  of  creditors,  or shall consent  to,  or  acquiesce  in  the
appointment  of, a receiver, agent, custodian, liquidator  or  similar
person for itself or a substantial portion of its property, assets  or
business, or action shall be taken by Construction Supervisor for  the
purpose  of  effectuating,  authorizing  or  furthering  any  of   the
foregoing;

     (f)   involuntary proceedings or an involuntary petition shall be
commenced   or  filed  against  Construction  Supervisor   under   any
bankruptcy,  insolvency  or similar law or  seeking  the  dissolution,
liquidation or reorganization of such person or the appointment  of  a
receiver,   agent,  custodian,  liquidator  or  similar   person   for
Construction  Supervisor or of a substantial  part  of  its  property,
assets  or  business,  or any writ, judgment, warrant  of  attachment,
execution  or  similar process shall be issued  or  levied  against  a
substantial  part  of  its  property, assets  or  business,  and  such
proceedings  or  petition shall not be dismissed or  stayed,  or  such
writ,  judgment,  warrant of attachment, execution or similar  process
shall  not be released, vacated or fully bonded, within 60 days  after
commencement, filing or levy, as the case may be;

     (g)    any  of the events set forth in the foregoing clauses  (e)
and  (f) shall occur with respect to either of Builders and such event
shall,  in  the reasonable judgement of RBFE or the Owner,  materially
and  adversely  affect the ability of either Builder  to  perform  its
obligations under the Construction Contract;

     (h)    a  material  default by Builder occurs and  is  continuing
under  the  Construction Contract and Construction Supervisor  is  not
diligently  pursuing the cure thereof or RBFE or the Owner  determines
in  its reasonable discretion that such default is of a nature that it
cannot be cured for Completion on or before the Outside Date;

     (i)   Initial Acceptance of the Drilling Rig has not occurred  on
or before June 28, 2000; or

     (j)   Completion of the Project has not occurred on or before the
Outside Date;

then in any such event, Owner may, in addition to the other rights and
remedies provided for in this Article immediately terminate the rights
of   the  Construction  Supervisor  under  this  Agreement  by  giving
Construction Supervisor written notice of such termination,  and  upon
the  giving of such notice, this Agreement shall terminate as  to  the
rights  of Construction Supervisor.  The Owner may provide a  copy  of
such  notice  to the Surety.  If the Indenture Trustee,  RBFE  or  the
Owner  has not made either of the conditional demands contemplated  by
Section  4.3, the Indenture Trustee, RBFE or the Owner may  demand  in
such  notice  that  Construction  Supervisor  pay  to  the  Collection
Account,  within  thirty (30) days after the date of receipt  of  such
notice, all accrued and unpaid amounts due pursuant to Section 4.1 and
the  second  sentence  of  Section 4.2 and, to  the  extent  not  paid
pursuant  to Section 4.2, and pay to the Collection Account an  amount
equal  to  the  Advance  Payment  Refund  Amount  together  with   the
Liquidated Damages.  In the event that the Indenture Trustee, RBFE  or
the  Owner has made either of the conditional demands contemplated  by
Section  4.3, Construction Supervisor shall pay the amounts  described
in  the  preceding  sentence  on the date  specified  in  such  demand
consistent with Section 4.3.

     SECTION  6.2.    Additional Remedies.  (a) If an Event of Default
shall  have occurred and be continuing, Owner, RBFE and the  Indenture
Trustee shall have all rights and remedies available at law, equity or
otherwise.

     (b)    No  failure  to  exercise and no delay in  exercising  any
right,  remedy, power or privilege under this Agreement shall  operate
as  a waiver thereof; nor shall any single or partial exercise of  any
right, remedy or power or privilege under this Agreement preclude  any
other  or further exercise thereof or the exercise of any other right,
remedy,  power  or  privilege.   The  rights,  remedies,  powers   and
privileges provided in this Agreement are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

     SECTION 6.3.    Owner's Right to Cure Event of Default.  Owner or
RBFE,  without waiving or releasing any obligation owed to it  or  any
Event of Default may (but shall be under no obligation to) remedy  any
Event  of Default for the account of and at the sole cost and  expense
of Construction Supervisor.  All funds advanced or out-of-pocket costs
and  expenses  incurred in connection with such remedy, together  with
interest thereon at an annual rate of 12% from the date on which  such
sums  or  expenses  are  paid  by Owner or  RBFE,  shall  be  paid  by
Construction  Supervisor  to the Owner or  RBFE,  as  appropriate,  on
demand.

                              ARTICLE VII

                            INDEMNIFICATION

     SECTION  7.1.     Construction  Supervisor  hereby  assumes   all
liability  for  its services to be performed hereunder and  under  the
Project  Documents including payment of all fees for permits,  studies
and  variances, whether performed by Construction Supervisor,  by  any
contractor or subcontractor or any other entity performing the Project
directly  or  indirectly for or under Construction Supervisor  or  any
contractor or subcontractor.

     SECTION 7.2.    Construction Supervisor acknowledges that it is a
fundamental  assumption  of  the  Construction  Supervisor   and   the
Indemnified  Parties that the Indemnified Parties and all persons  and
entities associated with the Indemnified Parties should not incur  any
Claims or Losses (other than Claims and/or Losses to the extent caused
by  the  Fault  of such Indemnified Party or, with respect  to  a  BTM
Indemnitee  (as defined below), other than with respect to  Taxes,  to
the extent consisting of the Owner's obligations under Section 4.05 of
the  Supplemental Indenture), by reason of the execution and  delivery
of   the   Transaction  Documents  (as  defined  in  the  Supplemental
Indenture)  and   its  or  their  participation  in  the  transactions
contemplated thereby (the Transaction Documents, the Project  and  the
transactions contemplated thereby, herein collectively referred to  as
the "Transaction").

     SECTION  7.3.     Therefore, in order to  assure  the  continuing
efficacy  of  the statements and fundamental assumptions described  in
Section 7.1 and 7.2 above, in the face of the possibility of Claims or
Losses  being  imposed  on,  asserted  against,  or  incurred  by  the
Indemnified  Parties, the Construction Supervisor covenants  that  the
Construction  Supervisor shall, on a Current Basis  and  an  After-Tax
Basis,  indemnify, protect, defend and hold harmless  the  Indemnified
Parties  from,  against and in respect of, any and all  Claims  and/or
Losses  imposed  on, incurred by or asserted against  any  Indemnified
Party  in any way relating to, resulting from or arising out of or  in
connection with, directly or indirectly, the Transaction (other  than,
with respect to any particular Indemnified Party, Claims and/or Losses
to  the extent caused by the Fault of such Indemnified Party and  with
respect  to  the  Owner  and  its successors  and  assigns  under  the
Supplemental  Indenture  (each a "BTM Indemnitee"),  other  than  with
respect  to Taxes, to the extent consisting of the Owner's obligations
under  Section 4.05 of the Supplemental Indenture), whether caused  by
or  arising  in  connection  with  the  failure  of  the  Construction
Supervisor  to  fully perform its obligations under this  Construction
Supervisory Agreement  or caused by or arising in connection with  any
other  act,  any  failure  to act, breach of  any  representations  or
warranty, any event or any other circumstance whatsoever pertaining to
any  person or entity, including, without limitation of the generality
of the foregoing, any of the following:

        (a) any  of  the  Transaction  Documents  (as defined  in  the
            Supplemental  Indenture)  and  any  other  instruments  or
            agreements  entered into by any of the parties  hereto  in
            connection   with  the  Transaction,  and  any  amendment,
            supplement  or  modification of  or  to  such  Transaction
            Documents,  instruments or agreements, the enforcement  by
            any  Indemnified  Party of any of its  rights  under  this
            Construction   Supervisory  Agreement,  such   Transaction
            Documents,  instruments or agreements  or  any  breach  or
            failure  to  perform  or observe, or  other  noncompliance
            with, any covenant or agreement or other obligation to  be
            performed  by  any  party  to such Transaction  Documents,
            instruments  or  agreements, or the incorrectness  of  any
            representation or warranty of any such party;


        (b) the  Drilling  Rig  or  any  part  or  component  thereof,
            including   without  limitation,  (a)   the   manufacture,
            design,  purchase, acceptance, nonacceptance or rejection,
            ownership,     idling,    laying    up,     documentation,
            redocumentation,       registration,       reregistration,
            deregistration,    financing,    refinancing,    delivery,
            nondelivery, charter, subcharter, assignment,  possession,
            use   or   non-use,  operation,  loading   or   unloading,
            maintenance,   testing,   repair,   overhaul,   condition,
            alteration, modification, addition, improvement,  storage,
            seaworthiness,  replacement, repair,  sale,  substitution,
            return,  abandonment, redelivery or other  disposition  of
            the  Drilling  Rig  or any part or any  component  thereof
            (including,  in  each  case,  latent  or  other   defects,
            whether  or  not discoverable) and any claim  for  patent,
            trademark,  or copyright infringement and all liabilities,
            obligations,  losses,  damages  and  claims  in  any   way
            relating   to  or  arising  out  of  injury  to   persons,
            properties   or   the   environment  (including,   without
            limitation,   all   Claims  and  Losses  associated   with
            remediation, response, removal, corrective action,  clean-
            up,  remedial  action, treatment, compliance, restoration,
            abatement,     containment,     monitoring,      sampling,
            investigation,  the  protection of  wildlife  and  aquatic
            life   and   vegetation,   the   interference   with    or
            contamination of any wetland or body of water or  aquifer,
            an  any relevant mitigative action under any Environmental
            Law  relating to the Drilling Rig and any Claims or Losses
            associated   with  the  existence  or  presence   of   any
            Hazardous Substance at, in or under the Drilling  Rig,  or
            any  part  thereof, or the release, emission or  discharge
            of  any  Hazardous  Substance into  the  environment),  or
            damages  to  or destruction of any natural resources,  and
            strict  liability  in  tort,  (b)  any  claim  or  penalty
            arising out of violations of Applicable Law, (c) death  or
            property  damage  of  any person, and  (d)  any  Liens  in
            respect  of the Drilling Rig or any part or any  component
            thereof; and

       (c) Taxes other than Excluded Taxes.

Appendix A to this Construction Supervisory Agreement sets forth
certain relevant definitions and procedures relating to this
indemnity.

                         ARTICLE VIII

                         MISCELLANEOUS

     SECTION   8.1   Notices.   All  notices,  consents,   directions,
approvals,  instructions, requests, demands and  other  communications
required  or permitted by the terms hereof to be given to  any  person
(collectively  "Notices") shall be given in writing in  and  any  such
Notice  shall be deemed given (i) when personally delivered,  or  (ii)
three  days after the date deposited in the United States mails,  with
proper postage prepaid, for first class certified mail, return receipt
requested, or (iii) when signed for by the recipient, if delivered  by
overnight courier or express mail service, addressed as follows:

     if to Owner:    BTM Capital Corporation
                     125 Summer Street
                     Boston, MA 02110
                     Attention:  Senior Vice President - Administration

     if to RBFE:     RBF Exploration Co.
                     901 Threadneedle, Suite 200
                     Houston, Texas 77079

                     Attn:   President

     if to Construction Supervisor

                     RBF Exploration II Inc.
                     901 Threadneedle, Suite 200
                     Houston, TX 77079

                     Attn:  President

and in any case with a copy to the Surety at its address specified  in
the  Performance Bond, or at such other address as either party hereto
may  from  time  to time designate by Notice duly given in  accordance
with the provisions of this Section 8.1 to the other party.  No Notice
shall be deemed effective until given to the Surety.

     SECTION  8.2  Successors and Assign; Third  Party  Beneficiaries.
(a)  This Agreement shall be binding upon and inure to the benefit  of
Owner,  RBFE,  Construction Supervisor, the  Indemnified  Parties  and
their  respective  legal  representatives,  successors  and  permitted
assigns.   Each  of  the  Owner  and/or RBFE  may  assign  its  rights
hereunder  to  the Indenture Trustee pursuant to the Trust  Indenture,
and  the Indenture Trustee may assign such rights to the Surety in the
circumstances  contemplated  by  the  Performance  Bond.   Except   in
connection with the exercise by the Surety of its rights to perform on
behalf  of  Construction Supervisor pursuant to the Performance  Bond,
Construction  Supervisor shall not assign its  rights  or  obligations
hereunder  without the prior written consent of Owner, RBFE, Indenture
Trustee  and  the Surety.  In no event, however, may the  Construction
Supervisor  assign  its  obligations under the indemnity  provided  in
Article  VII hereof without the consent of the Indenture Trustee,  the
Surety and the Owner, which may be withheld in its sole discretion.

     (b)    The  Owner  shall  have the right  to  assign  its  rights
hereunder  to an Affiliate of the Owner (and such Affiliate  shall  be
bound  by all of the terms and provisions of this Agreement as  if  it
were  the  Owner hereto) and, in the event of the Owner exercises  its
Put Option under and as defined in the Sale and Funding Agreement,  it
shall assign its rights hereunder to RBFE or an Affiliate of RBFE  (as
directed by RBFE).

     (c)    Indenture Trustee, RBFE and each party providing financing
to  RBFE  and/or the Owner in connection with the Project  (including,
without limitation, each Note Holder and Credit Support Party, as such
terms  are  defined in the Trust Indenture) and Surety is an  intended
third  party beneficiary of this Agreement.  Indenture Trustee  and/or
RBFE  shall each have the right, but not the obligation, in  its  sole
judgment  and discretion, from time to time, but subject to the  terms
of  this  Agreement,  to make demand for performance  and  to  proceed
against  Construction Supervisor for the performance  of  any  of  its
obligations  hereunder, and/or, subject to Section  3.2(d)  above,  to
proceed  from  time to time against Owner for the performance  of  any
such  obligations, as Indenture Trustee, in its sole  discretion,  may
determine.   In addition, each Indemnified Party is an intended  third
party beneficiary of the indemnity provided in Article VII hereof  and
may enforce the same directly.

     (d)   Monetary damage recoveries for claims made hereunder by the
Owner, RBFE and/or the Indenture Trustee shall be without duplication.

     SECTION 8.3 GOVERNING LAW.  (a) THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT (INCLUDING ALL MATTERS
OF  CONSTRUCTION, VALIDITY AND PERFORMANCE) SHALL BE GOVERNED  BY  AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS  LAW,  BUT EXCLUDING (TO THE MAXIMUM EXTENT  PERMITTED  BY
LAW)  ALL  OTHER RULES RELATING TO CHOICE OF LAW, CHOICE OF  FORUM  OR
CONFLICT OF LAWS).

     (b)    ANY  LEGAL  ACTION  OR PROCEEDING  WITH  RESPECT  TO  THIS
AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN NEW
YORK COUNTY, OR THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT
OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF
OWNER, RBFE AND CONSTRUCTION SUPERVISOR HEREBY ACCEPTS FOR ITSELF  AND
(TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY
AND  UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.   EACH
OF  OWNER, RBFE AND CONSTRUCTION SUPERVISOR HEREBY IRREVOCABLY  WAIVES
ANY  OBJECTION,  INCLUDING, WITHOUT LIMITATION ANY  OBJECTION  TO  THE
LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH
IT  MAY  NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH  ACTION  OR
PROCEEDING  IN  SUCH  RESPECTIVE  JURISDICTIONS.   THE  SUBMISSION  TO
JURISDICTION  IS NON-EXCLUSIVE AND DOES NOT PRECLUDE ANY  PERSON  FROM
OBTAINING  JURISDICTION  OVER OTHER PARTIES  IN  ANY  COURT  OTHERWISE
HAVING JURISDICTION.

     (c)  EACH  OF  OWNER,  RBFE  AND CONSTRUCTION  SUPERVISOR  HEREBY
IRREVOCABLY  DESIGNATES CAPITOL SERVICES, INC. LOCATED  AT  40  COLVIN
STREET,  SUITE 200, ALBANY, NEW YORK 12206, AS ITS DESIGNEE, APPOINTEE
AND  AGENT  TO RECEIVE, FOR AND ON ITS BEHALF, SERVICE OF  PROCESS  IN
SUCH  JURISDICTION IN ANY LEGAL ACTION OR PROCEEDING WITH  RESPECT  TO
THIS  AGREEMENT.  IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS  SERVED
ON  SUCH  AGENT  WILL  BE PROMPTLY FORWARDED BY OVERNIGHT  COURIER  TO
OWNER,  RBFE   AND  CONSTRUCTION SUPERVISOR AT ITS ADDRESS  SET  FORTH
HEREIN,  BUT THE FAILURE OF TO RECEIVE SUCH COPY SHALL NOT  AFFECT  IN
ANY  WAY  THE  SERVICE  OF  SUCH PROCESS.  EACH  OF  OWNER,  RBFE  AND
CONSTRUCTION SUPERVISOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS  OF  ANY  OF THE AFOREMENTIONED COURTS IN ANY SUCH  ACTION  OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED
MAIL, POSTAGE PREPAID, TO CONSTRUCTION SUPERVISOR AT ITS SAID ADDRESS,
SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING.

     (d)  NOTHING  HEREIN SHALL AFFECT THE RIGHT  OF  OWNER,  RBFE  OR
INDENTURE  TRUSTEE OR ANY OTHER PERSON TO SERVE PROCESS IN  ANY  OTHER
MANNER  PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST CONSTRUCTION SUPERVISOR IN ANY OTHER JURISDICTION.

     (e)  OWNER,  RBFE  AND CONSTRUCTION SUPERVISOR  EACH  HEREBY  (I)
IRREVOCABLY   AND  UNCONDITIONALLY  WAIVES,  TO  THE  FULLEST   EXTENT
PERMITTED  BY  LAW,  TRIAL BY JURY IN ANY LEGAL ACTION  OR  PROCEEDING
RELATING  TO  THIS  AGREEMENT AND FOR ANY COUNTERCLAIM  THEREIN;  (II)
IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY  LAW,  ANY
RIGHT  IT  MAY  HAVE  TO CLAIM OR RECOVER IN ANY SUCH  LITIGATION  ANY
SPECIAL,  EXEMPLARY,  PUNITIVE OR CONSEQUENTIAL  DAMAGES,  OR  DAMAGES
OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (III) CERTIFIES THAT NO
PARTY  HERETO NOR ANY REPRESENTATIVE OR AGENT OF COUNSEL FOR ANY PARTY
HERETO  HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT  SUCH
PARTY  WOULD  NOT,  IN THE EVENT OF LITIGATION, SEEK  TO  ENFORCE  THE
FOREGOING  WAIVERS, AND (IV) ACKNOWLEDGES THAT IT HAS BEEN INDUCED  TO
ENTER  INTO  THIS AGREEMENT, AND THE TRANSACTIONS CONTEMPLATED  HEREBY
AND  THEREBY  BY,  AMONG OTHER THINGS, THE WAIVERS AND  CERTIFICATIONS
CONTAINED IN THIS SECTION.

     SECTION  8.4  No Waiver; Amendments.  No failure on the  part  of
Owner, RBFE or Indenture Trustee or any of their respective agents  to
exercise,  and no course of dealing with respect to, and no  delay  in
exercising,  any right, power or remedy hereunder shall operate  as  a
waiver  thereof;  nor shall any single or partial exercise  by  Owner,
RBFE  or  Indenture Trustee or any of their respective agents  of  any
right,  power,  or  remedy hereunder preclude  any  other  or  further
exercise thereof or the exercise of any other right, power, or remedy.
This  Agreement  may  not be amended, modified or any  material  terms
hereof  waived  without the express written consent of  the  Indenture
Trustee and the Surety.

     SECTION 8.5 Counterparts.  This Agreement may be executed in  any
number  of  separate  counterparts and all of said counterparts  taken
together shall be deemed to constitute one and the same agreement.

     SECTION 8.6 Severability.  Any provision of this Agreement  which
is  prohibited or unenforceable in any jurisdiction shall, as to  such
jurisdiction,  be  ineffective to the extent of  such  prohibition  or
unenforceability without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall
not  invalidate or render unenforceable such provision  in  any  other
jurisdiction.

     SECTION  8.7  Headings and Table of Contents.  The  headings  and
table  of contents contained in this Agreement are for convenience  of
reference  only  and shall not limit or otherwise affect  the  meaning
hereof.

     SECTION  8.8  Non-Petition Covenant. Each of the  Owner  and  the
Construction  Supervisor  hereby  agrees  that  until  the  368th  day
following  payment  in full of any and all Notes (as  defined  in  the
Trust  Indenture),  neither the Owner nor the Construction  Supervisor
will  institute, and neither the Owner nor the Construction Supervisor
will  join  with others in instituting, any involuntary bankruptcy  or
analogous    proceeding   against   RBFE   under    any    bankruptcy,
reorganization, receivership or similar law, domestic or  foreign,  as
now or hereafter in effect.

     SECTION  8.9  August 12, 1999 Construction Supervisory  Agreement
Superseded.   This Agreement supercedes and replaces in  its  entirety
that certain Construction Supervisory Agreement dated August 12, 1999,
by  and  between  RBFE  as  "Owner" and RBF Exploration  II  Inc.,  as
"Construction Supervisor" which prior agreement is terminated  and  of
no  further force or effect as of the date hereof.  In this connection
the  Construction Supervisor and RBFE each represent to the other  and
to the Owner that no amounts under the Original CSA are owed by either
the  Construction  Supervisor or RBFE to the  other,  no  default  has
occurred under the Original CSA, no requisitions for advance have been
submitted  to the Indenture Trustee which are unfunded and outstanding
at   this  time,  no  other  claim  exists  between  the  Construction
Supervisor and RBFE and there have been no amendments or modifications
to  the  Original  CSA  prior to the date of its replacement  by  this
Agreement.


          [remainder of page intentionally left blank]


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to  be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.

                                   BTM CAPITAL CORPORATION

                                   By:_________________________
                                      Name:
                                      Title:


                                   RBF EXPLORATION CO.

                                   By:_________________________
                                      Name:
                                      Title:


                                   RBF EXPLORATION II INC.

                                   By:_________________________
                                      Name:
                                      Title:


                            SCHEDULE A

                        Insurance Requirements

          (a)  All Risk Property Insurance.  Upon delivery to Owner of
the   Drilling  Rig  under  the  Construction  Contract,  Construction
Supervisor  shall, on behalf of Owner, keep the Drilling Rig  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 paragraph (c) as shall be at  least  as
protective  as insurance maintained by prudent owners of  vessels  and
equipment  similar  to  the  Drilling Rig,  engaged  in  international
contract  offshore oil and gas operations, and in  any  event  all  as
reasonably acceptable to Indenture Trustee and the Owner and RBFE 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 Construction Supervisor shall insure the Drilling  Rig
for  an  amount  which is at least equal to the actual  value  of  the
Drilling  Rig, 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 Construction Supervisor shall  on
behalf  of  Owner and RBFE 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 as specified in clause  (d)  below.
The  Drilling Rig 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 Indenture Trustee 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.    Construction
Supervisor  on behalf of Owner and RBFE 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)  Insurers.  All insurance required under this Schedule A
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.

          (e)  Taking by  United States.  During the continuance of  a
taking, requisition or charter of the use of the Drilling Rig  by  any
governmental  body of the United States of America, the provisions  of
this  Schedule  A shall be deemed to have been complied  with  in  all
respects as to the Drilling Rig if the United States Government or any
such  governmental body shall have agreed (i) to reimburse Owner, RBFE
and  Indenture  Trustee for loss or damage resulting  from  the  risks
indicated  in paragraphs (a) and (b) of this Schedule A, or (ii)  that
Owner,   RBFE  and  Indenture  Trustee  shall  be  entitled  to   just
compensation  therefor.   In  the event of  any  taking,  requisition,
charter  or  loss of the Drilling Rig contemplated by  this  paragraph
(e),  Construction  Supervisor  shall promptly  furnish  to  Indenture
Trustee  a  sworn certificate of an officer of Construction Supervisor
stating  that  such taking, requisition, charter or loss has  occurred
and, if there shall have been a taking, requisition or charter of  the
Drilling  Rig, that the United States Government or governmental  body
has  agreed (i) to reimburse Owner, RBFE and the Indenture Trustee for
loss   or   damage   resulting  from  the  risks  indicated   in   the
above-mentioned paragraphs (a) and (b) or (ii) that Indenture Trustee,
Owner  or  RBFE, as the case may be, is entitled to just  compensation
therefor.

          (f)  Mortgage Provisions.  All insurance required under this
Schedule A shall be taken out in the name of Owner or on its behalf by
an  Affiliate  of  Construction Supervisor  and  RBFE,  the  Indenture
Trustee  and  each Note Holder and the Sureties shall be named  as  an
additional  insured under all liability policies (other than  workers'
compensation  and similar insurance), and RBFE, the Indenture  Trustee
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
Drilling  Rig  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 Owner (or its assignee), RBFE,  the
Indenture  Trustee 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 Owner (or its assignee),
RBFE,  the Indenture Trustee 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 Owner (or its  assignee),
RBFE,  the  Indenture Trustee 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.

          (g)  Compliance.   Construction  Supervisor shall not do any
act, nor permit any  act to be done, whereby any insurance required by
this  Schedule  A  shall or may be suspended, impaired or defeated, or
permit  the  Drilling  Rig  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.

          (h)  Policies.  Construction  Supervisor,  upon execution of
this Agreement, shall deliver to  Owner,  Indenture Trustee and Surety
certificates of insurance, evidencing the  insurance  maintained under
this  Schedule A.  Construction Supervisor, upon the  request of Owner
or  the  Indenture  Trustee,  will  promptly  deliver  to Owner or the
Indenture Trustee true copies of such policies.

          (i)   Opinion and Certificates.  On the date hereof, and  on
each  anniversary  and each material change in coverage,  Construction
Supervisor  shall  promptly  furnish  or  cause  to  be  furnished  to
Indenture  Trustee and, at all time on and after the date hereof  when
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 Construction Supervisor pursuant to  this
Schedule  A, 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
Construction  Supervisor  pursuant to this  Schedule  A  the  amounts,
deductibles, and the risks against which such insurance is issued.

          (j)   Obligation to Collect.  Construction Supervisor shall,
at  no  cost or expense to Owner, 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  Owner  to  effect
collections from underwriters for any loss under any insurance  on  or
in respect of the Drilling Rig or the operation thereof.

          (k)   Mortgage.  The rights and obligations of  Construction
Supervisor  and Owner with respect to insurance shall  be  subject  to
such  other terms and conditions as shall be contained in the mortgage
described  in  Section 2.5(r)(ii) hereof, and  in  the  event  of  any
inconsistency  between the terms of this Exhibit A and  the  terms  of
such mortgage, the terms of such mortgage shall take precedence.



                           EXHIBIT A

                    Form of Performance Bond



                           APPENDIX A

          CERTAIN INDEMNITY DEFINITIONS AND PROCEDURES

     "Applicable Law" shall mean, without limitation, all applicable
laws and treaties, and judgments, decrees, injunctions, within any
court, arbitration board, governmental entity and rules, regulations,
consents, licenses and permits of any governmental entity.

          "After-Tax Basis" shall mean, with respect to any payment to
be  received by an Indemnified Party, the amount of such payment  (the
base  payment)  supplemented  by  a further  payment  (the  additional
payment) to such Indemnified Party so that the sum of the base payment
plus the additional payment shall after deduction of the amount of all
federal, state, local and foreign income Taxes required to be paid  by
such  Indemnified Party in respect of the receipt or  accrual  of  the
base  payment  and  the additional payment (taking  into  account  any
reduction in such income Taxes resulting from Tax benefits realized or
to  be realized by the recipient in the taxable year of the payment as
a  result  of the payment or the event giving rise to the payment)  be
equal  to the amount required to be received.  Such calculations shall
be  made  on  the basis of the highest applicable Federal  income  tax
statutory rate applicable to corporations for all relevant periods and
at  the  highest applicable statutory income tax rates  applicable  to
corporations  in  the  state,  local and foreign  taxing  jurisdiction
applicable to the Transactions for all relevant periods and shall take
into  account  the  deductibility of state, local and  foreign  income
taxes,  or  crediting of foreign income taxes, for Federal income  tax
purposes.   A  certificate  as to additional  amounts  payable  to  an
Indemnified  Party  submitted  by  such  Indemnified  Party   to   the
Construction Supervisor shall show in reasonable detail the additional
amount  payable and the calculations used to determine in  good  faith
such amount and shall be deemed prima facie correct.

     "Claim"  shall  mean  any  liability   (including  in  respect of
negligence (whether passive or  active  or  other  torts),  strict  or
absolute liability in tort or otherwise,  warranty,  latent  or  other
defects   (regardless  of  whether  or  not  discoverable),  statutory
liability, property damage, bodily injury or death), obligation, loss,
settlement, damage, penalty, claim, action, suit, proceeding  (whether
civil  or  criminal),  judgment,  penalty,  fine  and other  legal  or
administrative sanction, judicial or administrative p roceeding, cost,
expense or disbursement, including reasonable legal, investigation and
expert fees, expenses and reasonable related  charges,  of  whatsoever
kind and nature.

          "Current  Basis",  when  used  herein  with  respect  to  an
indemnity  obligation of the Construction Supervisor, shall  mean  the
payment, fulfillment or discharge of such obligation promptly upon the
Construction Supervisor's having been notified by an Indemnified Party
of  an  actual  or  potential  Loss or  Claim  with  respect  to  such
Indemnified Party and the Transaction, without regard to the issue  of
the possible Fault of such Indemnified Party.

     "Excluded  Taxes"  shall  mean,  with  respect  to any particular
Indemnified  Party, any  Taxes imposed by any United  States  federal,
state  or  local  government  based  on  or  measured by the amount of
capital, net worth and net or gross income or receipts attributable to
fees or other compensation that  such  Indemnified Party receives from
the  Construction  Supervisor  or  any Affiliate of  the  Construction
Supervisor in connection with the Transaction, except (i) any state or
local income Taxes (other than those imposed  by  the  jurisdiction of
the place of business of  the  Indemnified  Party)  of  the  foregoing
nature  to  the  extent  imposed  as  a result of the such Indemnified
Party's participation in the Transaction or (ii) any withholding Taxes
(in both cases, including any penalties,  interest additions to tax or
other costs or expenses applicable in connection therewith).

     "Fault",  when  used  with  respect to an Indemnified Party and a
Loss  or  Claim  to which an Indemnified  Party  would,  but  for  the
occurrence of Fault, be entitled to be  indemnified  hereunder,  shall
mean the gross negligence or wilful  misconduct  of  such  Indemnified
Party in the performance of such Indemnified Party's obligations under
the Transaction Documents to which such Indemnified Party is  a  party
as expressly judicially determined in the final  judgment  of  a court
having jurisdiction  over  such  Indemnified  Party  and  the relevant
subject  matter  as to which gross negligence or wilful misconduct has
been alleged, such judgment being final and  being  or  having  become
subject to no further appeals therefrom (provided that  if  such court
is the U.S. District Court for the Southern  District  of  New York, a
final judgment of such  court  even though such judgment is subject to
appeal,  it  being  understood  that  if  such judgment is reversed or
vacated  on  such  appeal,  "Fault" shall  be  deemed not to have been
adjudged  by  such District  Court), but  only to the extent that such
adjudged  gross  negligence or wilful misconduct was the cause of such
Loss and Claim.

          "Hazardous  Substances" means (a) any substance (i)  defined
as   a   "hazardous   substance   under  the   federal   Comprehensive
Environmental  Response,  Compensation  and  Liability  Act,  or  (ii)
regulated   as   a  "hazardous  waste"  under  the  federal   Resource
Conversation  and  Recovery Act, (b) any petroleum  product,  (c)  any
asbestos-containing  material,  (d)  polycholorinated  biphenyls,  (e)
"source   material",   "byproduct  material"  and   "special   nuclear
material",  regulated  under  the  Atomic  Energy  Act,  and  (f)  any
substance  regulated as a hazardous air pollutant, and, to the  extent
not  included  in  any  of the foregoing, any substance  in  any  form
whatsoever (including products) regulated, restricted or controlled by
or under any Environmental Law.

     "Loss"  shall mean any and all liabilities, obligations, losses,
damages,  penalties,  claims,  actions,  suits,  costs,  expenses and
disbursements, including legal fees and expenses of whatever kind and
nature.

          "Taxes"  shall  mean  all  fees,  taxes  (including  without
limitation sales taxes, use taxes, stamp taxes, value-added taxes,  ad
valorem  taxes  and  property taxes (personal and real,  tangible  and
intangible) and taxes imposed on, based on or measured by capital, net
worth,  and  net  or  gross income or receipts), levies,  assessments,
withholdings and other charges and impositions of any nature, plus all
related  interest,  penalties, fines and  additions  to  tax,  now  or
hereafter  imposed by any federal, state, local or foreign  government
or other taxing authority.

                          ARTICLE 2.

               Certain Indemnification Procedures

     Section  2.1.   Full Payment.  All indemnity amounts  payable  to
any  Indemnified  Party  by  the  Construction  Supervisor  under  the
Indemnity (as hereinafter defined) shall be paid in full without  set-
off or counterclaim.

     Section  2.2.   Notices.  If any Indemnified Party hereunder  has
actual  knowledge of any Losses hereby indemnified against,  it  shall
give  prompt  written  notice thereof to the  Construction  Supervisor
(including,  without limitation, copies of any notices  received  from
any  taxing  authority  with respect to any Tax  that  is  subject  to
indemnification  hereunder)  and if the  Construction  Supervisor  has
knowledge  of  any  Losses  or  the assertion  of  any  Claims  hereby
indemnified  against, it shall give prompt written notice  thereof  to
the  relevant  Indemnified Party.  Notwithstanding the foregoing,  the
failure  of  any Indemnified Party to promptly notify the Construction
Supervisor  as  provided in this Section 2.2, shall  not  release  the
Construction Supervisor from any of its obligations to indemnify  such
Indemnified Party hereunder.

     Section 2.3.   Losses or Claims Other Than Taxes.  In the case of
the  indemnification  provided under Article VII of  the  Construction
Supervisory  Agreement (the "Indemnity") for Losses  or  Claims  other
than  with  respect to indemnification for Taxes, the following  shall
apply.

          (a)  Notice of Proceedings; Defense of Claims; Limitations.

               (i)    In case any action, suit or proceeding shall  be
     brought  against any Indemnified Party for which the Construction
     Supervisor  is responsible under the Indemnity, such  Indemnified
     Party  shall promptly notify the Construction Supervisor  of  the
     commencement  thereof (provided that the failure  to  so  provide
     such  notice  shall not relieve the Construction Supervisor  from
     any  liability which it may have to an Indemnified Party pursuant
     to  the  Indemnity) and the Construction Supervisor may,  at  its
     cost  and expense, participate in and to the extent that it shall
     wish  (subject  to  the  provisions of the following  paragraph),
     assume  and  control the defense thereof, with counsel reasonably
     satisfactory  to  such Indemnified Party and, subject  to  Clause
     (iii), settle or compromise the same.

               (ii)     the  Construction Supervisor or its insurer(s)
     shall  have  the  right, at its or their  cost  and  expense,  to
     investigate   or,   if  the  Construction  Supervisor   and   its
     insurer(s)  shall  agree  not to dispute liability  hereunder  or
     under  any  insurance  policies pursuant  to  which  coverage  is
     sought,  defend,  or participate in the defense of,  any  action,
     suit  or proceeding, with counsel reasonably satisfactory to  the
     relevant  Indemnified  Party, relating to any  Losses  for  which
     indemnification  is  sought pursuant to the Indemnity,  and  each
     Indemnified  Party shall cooperate, at the cost  and  expense  of
     the Construction Supervisor, with the Construction Supervisor  or
     its   insurer(s)  with  respect  thereto;  provided,   that   the
     Construction  Supervisor  shall not be entitled  to  control  the
     defense  of  any such action, suit or proceeding (a)  unless  the
     Construction  Supervisor shall have acknowledged in  writing  its
     obligation  to  indemnify  such  Indemnified  Party  in   respect
     thereof  (without  prejudice  to  the  Construction  Supervisor's
     right  to assert the Fault of the Indemnified Party), or  (b)  if
     in  the  reasonable judgment of any Indemnified Party,  any  such
     action,  suit  or  proceeding with respect to such  Losses  could
     have   a  material  adverse  impact  on  the  business  of   such
     Indemnified   Party  or  involve  the  potential  imposition   of
     criminal  liability  on  such  Indemnified  Party  or  involve  a
     conflict   of  interest between such Indemnified  Party  and  the
     Construction  Supervisor.  In connection with  any  such  action,
     suit   or   proceeding  being  controlled  by  the   Construction
     Supervisor,  such  Indemnified Party  shall  have  the  right  to
     participate  therein, at its sole cost and expense, with  counsel
     of  its  choice.   The Construction Supervisor shall  supply  the
     Indemnified  Party with such information reasonably requested  by
     each  Indemnified  Party as is necessary or  advisable  for  such
     Indemnified Party to control or participate in any proceeding  to
     the  extent permitted by this Section 2.3.  Nothing contained  in
     this  Section 2.3 shall be deemed to require an Indemnified Party
     to  contest any Loss or to control any action, suit or proceeding
     with respect thereto.

               (iii)     Provided that the Construction Supervisor  is
     not  in  default  of  its  obligations under  the  Indemnity,  an
     Indemnified  Party  shall not enter into a  settlement  or  other
     compromise  with  respect to any Losses for which indemnification
     is  sought  hereunder without the prior written  consent  of  the
     Construction  Supervisor, which consent shall not be unreasonably
     withheld  or  delayed, unless such Indemnified Party  waives  its
     right  to  be indemnified with respect to such Losses under  this
     Section 2.3.  The Construction Supervisor shall not enter into  a
     settlement or other compromise with respect to any Losses  absent
     the  giving to such Indemnified Party of prior written notice  of
     such  settlement  or compromise, and the Construction  Supervisor
     will  not enter into such a settlement or other compromise absent
     such  Indemnified  Party  prior written  consent,  which  consent
     shall  not be unreasonably withheld or delayed unless if  in  the
     reasonable  judgment of such Indemnified Party,  such  settlement
     or  compromise  could  have  a material  adverse  impact  on  the
     business  of  such  Indemnified Party or  involve  the  potential
     imposition  of  criminal  liability on  such  Indemnified  Party;
     provided  that  such  consent  shall  not  be  required  if  such
     settlement  or compromise provides for the total and  irrevocable
     release  of  such Indemnified Party with respect  to  all  claims
     relating  to  such Losses without admission of any  liability  of
     such  Indemnified Party with respect to such Losses  and  imposes
     no conditions or restrictions upon such Indemnified Party.

               (iv)     In  any circumstance in which the Construction
     Supervisor  shall not be entitled to control the defense  of  any
     action,  suit  or  proceeding described above, or  compromise  or
     settle  any  Losses, the Construction Supervisor shall  have  the
     right to participate therein, at its sole cost and expense,  with
     counsel reasonably acceptable to the involved Indemnified  Party;
     provided, that the Construction Supervisor's participation  shall
     not  interfere in any way with the defense of such  case  or  the
     overall  strategy for the contesting thereof; provided,  further,
     that  nothing  in  this  subparagraph  (iv)  shall  prevent   the
     Construction Supervisor from bringing its own separate  cause  of
     action to the extent permitted by Applicable Law.

          (b)   Information.  The Construction Supervisor will provide
the  relevant Indemnified Party with such information not  within  the
control   of  such  Indemnified  Party,  as  is  in  the  Construction
Supervisor's  or  any  of  its Affiliates' control  or  is  reasonably
available to the Construction Supervisor or such Affiliate, which such
Indemnified Party may reasonably request and will otherwise  cooperate
with such Indemnified Party so as to enable such Indemnified Party  to
fulfill its obligations under this Section 2.3.  The Indemnified Party
shall,  at the Construction Supervisor's cost and expense, supply  the
Construction Supervisor with such information not within  the  control
of  the  Construction  Supervisor, as  is  in  such  the  Construction
Supervisor's  control or is reasonably available to  such  Indemnified
Party,  which  the Construction Supervisor may reasonably  request  to
control  or  participate in any proceeding to the extent permitted  by
Section 2.3.

          Section  2.4.  Losses or Claims With Respect to  Taxes.   In
the  case  of  the  indemnification provided under the  Indemnity  for
Losses  or  Claims  with  respect to indemnification  for  Taxes,  the
following shall apply.

          (a)   Payment.  Each payment shall be paid either  (i)  when
due  directly  to the applicable taxing authority by the  Construction
Supervisor  if it is permitted to do so, or (ii) where direct  payment
is not permitted, and with respect to gross up amounts, in immediately
available  funds to the Indemnified Party by the later of (A)  5  days
following  the  Construction Supervisor's receipt of  the  Indemnified
Party's  written  demand for the payment or (B) in  the  case  of  any
Indemnified  Party  demand for which the Construction  Supervisor  has
requested  review and determination pursuant to paragraph  (b)  below,
the completion of such review and determination; provided, however, in
no  event later than the date which is five Business Days prior to the
date  on  which  such Taxes are required to be paid to the  applicable
taxing authority.

          (b)   Independent  Examination.  Within  5  days  after  the
Construction Supervisor receives any request for any Indemnified Party
payment  with respect to Taxes (other than in the case of payments  to
be  made  on  an  After-Tax  Basis) from the  Indemnified  Party,  the
Construction  Supervisor may request in writing  that  an  independent
public   accounting  firm  selected  by  the  Indemnified  Party   and
reasonably  acceptable  to  the  Construction  Supervisor  review  and
determine on a confidential basis the amount of any Indemnified  Party
payment  by  the  Construction Supervisor  to  the  Indemnified  Party
pursuant  to this Section 2.4.  The Indemnified Party shall  cooperate
with   such  accounting  firm  and  supply  it  with  all  information
reasonably  necessary for the accounting firm to conduct  such  review
and  determination (but not tax returns and books); provided that such
accounting firm shall agree in writing in a manner satisfactory to the
Indemnified Party to maintain the confidentiality of such information.
The fees and disbursements of such accounting firm will be paid by the
Construction Supervisor.

          (c)   Tax  Benefit.  If, as the result of any Taxes paid  or
indemnified   against  by  the  Construction  Supervisor   under   the
Indemnity, the aggregate Taxes actually paid by the Indemnified  Party
for  any  taxable year and not subject to indemnification pursuant  to
the  Indemnity  are  less (whether by reason of a  deduction,  credit,
allocation or apportionment of income or otherwise) than the amount of
such  Taxes that otherwise would have been payable by such Indemnified
Party  (a "Tax Benefit"), then to the extent such Tax Benefit was  not
taken  into  account  in  determining the  amount  of  indemnification
payable  by the Construction Supervisor, such Indemnified Party  shall
pay to the Construction Supervisor the lesser of (A) (y) the amount of
such  Tax  Benefit,  plus (z) an amount equal  to  any  United  States
federal,  state  or  local  income  tax  benefit  resulting   to   the
Indemnified  Party from the payment under clause (y)  above  and  this
clause (z) (determined using the same assumptions as set forth in  the
second  sentence under the definition of After-Tax Basis) and (B)  the
amount  of  the  Indemnified Party payment giving  rise  to  such  Tax
Benefit.  If it is subsequently determined that the Indemnified  Party
was  not entitled to such Tax Benefit, the portion of such Tax Benefit
that  is required to be repaid or recaptured will be treated as  Taxes
for  which  the Construction Supervisor must indemnify the Indemnified
Party  pursuant  to the Indemnity.  Notwithstanding  anything  to  the
contrary  herein, the Indemnified Party shall determine the allocation
of  any tax benefits, savings, credit, deduction or allocation in  its
sole discretion to be exercised in good faith and each position to  be
taken on its tax return shall be in its sole control and it shall  not
be required to disclose any tax return or related documentation to any
Person.

          (d)   Refund.  If the Indemnified Party obtains a refund  or
credit of all or part of any Taxes paid, reimbursed or advanced by the
Construction  Supervisor  pursuant to the Indemnity,  the  Indemnified
Party promptly shall pay to the Construction Supervisor (x) the amount
of  such  refund or credit (net of any Tax payable by the  Indemnified
Party  as a result of the receipt or accrual of such refund or credit)
plus  (y) an amount equal to any United States federal, state or local
income  tax  benefit realized by such Indemnified Party by  reason  of
such payment to the Construction Supervisor (determined using the same
assumptions  as set forth in the second sentence under the  definition
of  After-Tax  Basis);  provided  that   the  amount  payable  to  the
Construction Supervisor pursuant to this sentence shall not exceed the
amount of the Indemnified Party payment in respect of such refunded or
credited Taxes that was made by the Construction Supervisor.  If it is
subsequently determined that the Indemnified Party was not entitled to
such  refund or credit, the portion of such refund or credit  that  is
required to be repaid or recaptured will be treated as Taxes for which
the  Construction  Supervisor  must indemnify  the  Indemnified  Party
pursuant to Indemnity.

          (e)   Reports.   If  any  report,  statement  or  return  is
required to be filed by the Indemnified Party with respect to any  Tax
that   is   subject  to  indemnification  under  the  Indemnity,   the
Construction  Supervisor  will (1) notify  the  Indemnified  Party  in
writing  of such requirement not later than 30 days prior to the  date
such  report, statement or return is required to be filed  (determined
without  regard to extensions) and (2) either (y) unless  directed  by
the  Indemnified  Party  otherwise, if permitted  by  applicable  law,
prepare   such  report,  statement  or  return  for  filing   by   the
Construction  Supervisor,  send a copy of such  report,  statement  or
return to the Indemnified Party and timely file such report, statement
or  return with the appropriate taxing authority, or (z) in all  other
cases,  prepare  and furnish to such the Indemnified Party  not  later
than  30  days prior to the date such report, statement or  return  is
required  to  be  filed (determined without regard  to  extensions)  a
proposed  form of such report, statement or return for filing  by  the
Indemnified Party.

          Each   of   the   Indemnified  Party  and  the  Construction
Supervisor, as the case may be, will timely provide the other, at  the
Construction  Supervisor's  expense,  with  all  information  in   its
possession that the other party may reasonably require and request  to
satisfy  its  tax  filing  obligations.  the  Construction  Supervisor
(A)  shall hold each Indemnified Party harmless on an After-Tax  Basis
from  and against all liabilities arising out of any insufficiency  or
inaccuracy of any report, statement or return and (B) shall  indemnify
each  Indemnified  Party  for  all  liabilities,  costs  and  expenses
(including  reasonable attorneys', accountants' and other professional
fees  for  tax  related filings or reviews) of such Indemnified  Party
with  respect  to  all returns, reports or statements  to  which  this
Section 2.4 applies.