EXHIBIT 10.326


                 ACKNOWLEDGMENT OF INDEPENDENT TRANSACTION

     WHEREAS,   Victory  Receivables  Corporation,  Anchor  National   Life
Insurance  Company, First SunAmerica Life Insurance Company  and  Parthenon
Receivables Funding, LLC ("Purchasers") have each entered into certain Note
Purchase Agreements dated as of August 12, 1999 with RBF Exploration Co., a
Nevada  corporation ("Issuer"), as amended by certain First  Amendments  to
Note  Purchase  Agreements of even date herewith, and  as  may  be  further
amended from time to time; and

     WHEREAS,  Issuer  and  Chase Bank of Texas, National  Association,  as
Trustee ("Trustee"), entered into that certain Trust Indenture and Security
Agreement  dated  as of August 12, 1999 (the "Indenture"), as  supplemented
and  amended by that certain Supplemental Indenture and Amendment  of  even
date  herewith  (the  "Supplemental Indenture") by and  among  BTM  Capital
Corporation, a Delaware corporation ("Independent Owner" and together  with
the  Purchasers,  Issuer,  Trustee and any  other  person  or  entity,  the
"Parties"),  Issuer,  and  Trustee, and as may be further  supplemented  or
amended from time to time (the "Indenture"); and

     WHEREAS,  Issuer  now  desires  to amend,  or  have  amended,  certain
documents subject or related to the Indenture that are listed on Schedule A
hereto  (the  "Amended Documents") in connection with the delivery  of  the
Drilling  Rig, and Issuer also desires to enter into, or have entered  into
or  created,  certain documents that are listed on Schedule B  hereto  (the
"New Documents" and collectively with the Amended Documents, the "Stage One
Documents"); and

     WHEREAS,  after execution of the New Documents, Issuer may propose  to
further  change the structure of the transaction ("Stage Two") and  further
amend  some  or all of the Stage One Documents or enter into or create  new
documents with respect thereto (the "Stage Two Documents");

     NOW,  THEREFORE, to clarify the intentions of the Parties with respect
to any further amendment of any of the documents or the completion of Stage
Two, the Parties hereby agree and acknowledge as follows:

     1.    Unless  otherwise defined herein, capitalized terms used  herein
shall  have the meaning ascribed thereto in the Supplemental Indenture  or,
if not therein, in the Indenture.

     2.    The  execution and delivery of the Stage One Documents  are  not
required pursuant to the terms of the Indenture, but are being executed and
delivered at the request of the Issuer.  Such execution and delivery of the
Stage One Documents does not, and shall not be deemed to, (a) evidence  any
consent  or  approval of Stage Two by any of the Parties, (b)  require  the
Parties  to negotiate with respect to Stage Two and (c) require the Parties
to  enter  into, acknowledge, consent or take any other action or  inaction
with respect to Stage Two or any Stage Two Document.

      3.    THIS ACKNOWLEDGMENT OF INDEPENDENT TRANSACTION (INCLUDING,  BUT
NOT  LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE  GOVERNED
BY,  AND  CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW  YORK,
OTHER  THAN  CONFLICT  OF  LAWS  RULES  THEREOF  THAT  WOULD  REQUIRE   THE
APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

     4.    The Parties may sign any number of copies of this Acknowledgment
of Independent Transaction.  Each signed copy shall be an original, but all
of such executed copies together shall represent the same agreement.

     IN   WITNESS  WHEREOF,  the  undersigned  Parties  have  caused   this
Acknowledgment of Independent Transaction to be executed and  delivered  by
its duly authorized officer as of February 1, 2000.


                         RBF EXPLORATION CO.

                         By_________________________
                         Name:______________________
                         Title:_____________________

                         BTM CAPITAL CORPORATION

                         By_________________________
                         Name:______________________
                         Title:_____________________

                         CHASE BANK OF TEXAS, NATIONAL ASSOCIATION

                         By_________________________
                         Name:______________________
                         Title:_____________________

                         VICTORY RECEIVABLES CORPORATION

                         By_________________________
                         Name:______________________
                         Title:_____________________

                         ANCHOR NATIONAL LIFE INSURANCE COMPANY

                         By_________________________
                         Name:______________________
                         Title:_____________________

                         FIRST SUNAMERICA LIFE INSURANCE COMPANY

                         By_________________________
                         Name:______________________
                         Title:_____________________

                         PARTHENON RECEIVABLES FUNDING, LLC

                         By:  Parthenon Receivables Funding Corporation,
                         its sole member

                         By_________________________
                         Name:______________________
                         Title:_____________________

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                                SCHEDULE A

                             Amended Documents

1.   Indenture

2.   Construction Contract

3.   Construction Supervisory Agreement

4.   Performance Guarantee

5.   Performance Bond

6.   Note Purchase Agreements

7.   UCC-1 Financing Statement file number 99-164271 executed by Issuer in
     favor of Trustee filed on August 16, 1999

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                                SCHEDULE B

                               New Documents

1.   Supplemental Indenture

2.   Amendment to Note Purchase Agreement

3.   New Performance Bond

4.   First Preferred Ship Mortgage

5.   New Construction Supervisory Agreement

6.   Sale and Funding Agreement

7.   Novation Agreement

8.   Certain  UCC-1 Financing Statements executed by Issuer and Independent
     Owner in favor of Trustee relating to security interests granted under
     the Indenture, Supplemental Indenture and the Assignment of Interests

9.   UCC-3  Financing  Statement  Change executed  by  Issuer  and  Trustee
     affecting and evidencing the transaction contemplated by the Stage One
     Documents

10.  Acknowledgment  of  Rig Ownership and Ratification  of  Operation  and
     Maintenance  Agreement  by and among Parent,  Issuer  and  Independent
     Owner

11.  New Performance Guarantee

12.  Collection Account Notification Letter

13.  Acknowledgment of Independent Transaction of even date herewith by and
     among  each  Note  Holder signatory to the Note  Purchase  Agreements,
     Issuer, Independent Owner and Trustee