EXHIBIT 10.321

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                           Date 1 February 2000

                            RBF EXPLORATION CO.
                                 as Seller

                                  - and -

                          BTM CAPITAL CORPORATION
                               as Purchaser


                   EQUIPMENT SALE AND FUNDING AGREEMENT


                               in respect of
Hyundai Hull No. HRBS6 (also described as RBS8M and tbn "Deepwater Nautilus")
                   and certain equipment to be purchased
                     and supplied for its construction
                         and use as a drilling rig


                        WATSON, FARLEY & WILLIAMS
                                  London

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                                   INDEX

Clause                                                   Page

1    DEFINITIONS AND INTERPRETATION                          1
2    REPRESENTATIONS AND WARRANTIES                          5
3    SALE OF THE EQUIPMENT                                   6
4    EQUIPMENT PURCHASE PRICE                                7
5    HULL LOAN                                               8
6    COMMON PROVISIONS                                      10
7    INTEREST                                               10
8    COMPENSATION AND WARRANTY RIGHTS                       11
9    SALES AGENCY                                           11
10   PUT OPTION                                             12
11   PAYMENTS                                               13
12   MISCELLANEOUS                                          13
13   NOTICES                                                14
14   GOVERNING LAW AND JURISDICTION                         14


THIS AGREEMENT is made on 1 February 2000

BETWEEN:

(1)  RBF  EXPLORATION  CO. of 901 Threadneedle, Suite 200,  Houston,  Texas
     770079, USA (the "Seller") and

(2)  BTM  CAPITAL  CORPORATION of 125 Summer Street, Boston,  Massachusetts
     02110, USA (the "Purchaser")

BACKGROUND:

(A)  By  the  Construction Contract the Builders agreed to  design,  build,
     launch,  complete and deliver to the Seller, and the Seller agreed  to
     purchase from the Builders, take delivery of and pay for, the Vessel.

(B)  By  the  Construction Novation Agreement the Purchaser has  agreed  to
     assume  and  discharge  with effect from the Effective  Time  all  the
     rights,   obligations  and  liabilities  of  the  Seller   under   the
     Construction  Contract  and  be  substituted  as  "OWNER"  under   the
     Construction Contract.

(C)  Pursuant  to  Article  XVI  (OWNER'S  Supplies)  of  the  Construction
     Contract  the  Seller has supplied and delivered to the  Builders  the
     Equipment   (being  the  "OWNER'S  Supplies"  referred   to   in   the
     Construction Contract), title to which remains at all times  with  the
     "OWNER" as prescribed by the Construction Contract.

(D)  This Agreement sets out the terms upon which the Seller agrees:

     (i)   to  transfer  title  and risk to and in  the  Equipment  to  the
     Purchaser;

     (ii) to  lend  money  to  finance the Purchaser's acquisition  of  the
          Vessel under the Construction Contract; and

     (iii)      to  provide  credit to the Purchaser to assist  it  in  its
     purchase of the Equipment.

IT IS AGREED as follows:

1    DEFINITIONS AND INTERPRETATION

1.1  Definitions.  In this Agreement unless the context otherwise  requires
     the following words and expressions shall have the following meanings:

     "Amendment  to Note Purchase Agreement" has the meaning given  in  the
     Supplemental Indenture;

     "Builders  Refund  Date"  means, following the  rescission  or  deemed
     rescission  of  the  Construction  Contract  pursuant  to  Article   X
     (Rescission by Owner), Article XI (Owner's Default) or paragraph  2(b)
     of  Article  XVII (Insurance) of the Construction Contract,  the  date
     upon which the Purchaser (or the Indenture Trustee) first receives any
     amount  payable by the Builders or the Refund Guarantor in  accordance
     with  those  provisions  (or, as the case may be,  after  an  arbitral
     award);

     "Construction Contract" means the construction and sale contract dated
     14  November 1997 and made between (i) the Seller (in its former  name
     RB Exploration Co.) and (ii) the Builders in respect of the Vessel, as
     amended, supplemented or modified to date and, from the Effective Time
     (or  as  the context may require), as novated, transferred and assumed
     and amended by the Construction Novation Agreement and as from time to
     time further amended, supplemented or modified;

     "Construction  Novation Agreement" means an agreement dated  the  same
     date  as this Agreement and made between the Builders, the Seller  and
     the  Purchaser for the transfer to the Purchaser of all  the  Seller's
     rights, obligations and liabilities under the Construction Contract;

     "Construction  Supervisor" means RBF Exploration  II  Inc.,  a  Nevada
     corporation;

     "Construction  Supervisory Agreement"  means an  agreement  dated  the
     same  date  as this Agreement and made or to be made between  (1)  the
     Purchaser,   as  owner,  (2)  the  Seller  and  (3)  the  Construction
     Supervisor, whereby the Construction Supervisor is appointed as  agent
     to  supervise the design and construction of the Vessel in  accordance
     with  the Construction Contract, the acquisition and assembly  of  the
     Equipment to be used thereon, and the delivery of the Vessel  to  SDDI
     in accordance with the SDDI Contract;

     "Contract Price"  has the meaning given in the Construction Contract;

     "Default  Interest" means default interest as referred  to  in  Clause
     7.3;

     "Delay  Compensation  Rights" means all rights in  relation  to  those
     certain periodic payments in the amount of $150,000 per day which  may
     become  payable  to  the Purchaser by the Construction  Supervisor  in
     accordance  with  Section  4.1, 4.2 and/or  6.1  of  the  Construction
     Supervisory Agreement;

     "Delivery" means the delivery of the Vessel by the Builders under  the
     Construction Contract;

     "Effective  Time"  means the date and time specified as  such  in  the
     Effective Time Notice;

     "Effective  Time Notice" means the notice to be signed  and  exchanged
     between the Seller, the Purchaser and the Builders in accordance  with
     clause 3.4 of the Construction Novation Agreement in the form set  out
     in schedule A to that agreement;

     "Encumbrance"  means any mortgage, charge (whether fixed or floating),
     pledge, lien, hypothecation, assignment, trust arrangement or security
     interest  or other encumbrance of any kind securing any obligation  of
     any  person or any type of preferential arrangement (including without
     limitation  title  transfer  and/or retention  arrangements  having  a
     similar effect);

     "Equipment"   means all Owner's Supplies, supplied or to  be  supplied
     and  delivered  to  the  Builders  pursuant  to  Article  XVI  of  the
     Construction Contract;

     "Equipment Purchase Price"  has the meaning given in Clause 3.1;

     "Excepted Liens" has the meaning given in the Trust Indenture;

     "Financiers"   means the Indenture Trustee and any other approved
     person providing finance or credit support for the Seller in
     connection with the construction and acquisition of the Vessel;

     "Financiers' and Surety Consent"  means all consents to this Agreement
     required to be obtained by the Seller under or in connection with  the
     Trust Indenture (and related security arrangements) including, without
     limitation,  the  consent of the Surety and the  consent  given  under
     Article 2 of the Supplemental Indenture;

     "Further  Novation  Date" means, if applicable, the  date  of  further
     novation of the Construction Contract and transfer of the Equipment to
     the   Replacement  Purchaser  in  accordance  with  clause  8  of  the
     Construction Novation Agreement;

     "Hull Loan" has the meaning given in Clause 5.1;

     "Insurances"  means the insurances effected or to be effected  by  the
     Builders in accordance with Article XVII of the Construction Contract;

     "Mortgagee Sale Date"  means, if applicable, the date of completion of
     any  foreclosure  sale  of  the Vessel by  the  Indenture  Trustee  as
     mortgagee of the Vessel;

     "Note Purchase Agreements" and "Notes"  have the meanings given in the
     Trust Indenture;

     "On-Sale  Date"  means, if applicable, in relation to a  sale  of  the
     Vessel  contemplated by Clause 9, the date upon which the proceeds  of
     sale  (or, in the case of a sale on hire purchase terms, the  proceeds
     of  the first instalment of hire) are paid by the new purchaser of the
     Vessel;

     "OWNER" has the meaning given in the Construction Contract;

     "Payment Date"  has the meaning given in Clause 4.2;

     "Put Date"  means, if applicable, the date specified in the Put Option
     Notice for transfer of title to the Vessel pursuant to Clause 10.4;

     "Put Option Notice" means a notice in the form of the Schedule;

     "Refund Guarantor"  has the meaning given in the Construction Novation
     Agreement;

     "Replacement  Purchaser"  has the meaning given  in  the  Construction
     Novation Agreement;

     "SDDI" means Shell Deepwater Development Inc., a Delaware corporation;

     "SDDI Contract" means the offshore daywork drilling contract dated  12
     August  1998  and  made  between  the Seller  and  SDDI,  as  amended,
     supplemented or otherwise modified from time to time with the  consent
     of the Construction Supervisor, the Indenture Trustee and the Surety;

     "Supervisor"   means such person as the "OWNER" has appointed  or  may
     from  time  to  time  appoint as Supervisor for the  purposes  of  the
     Construction Contract;

     "Total  Loss Proceeds Date" means, if applicable, following the  total
     loss or compulsory acquisition of the Vessel, the date upon which  the
     Indenture  Trustee  (or the Purchaser) receives all  or  part  of  the
     insurance  proceeds or requisition compensation relating to such  loss
     or acquisition;

     "Transaction  Documents"  means the Construction  Novation  Agreement,
     the  Construction  Supervisory Agreement,  this  Agreement,  the  Note
     Purchase  Agreements,  the Amendment to Note Purchase  Agreement,  the
     Trust Indenture, the Supplemental Indenture and all documents executed
     or to be executed pursuant to or in connection with those agreements;

     "Vessel"  means  the semi submersible drilling unit more  particularly
     described in the Construction Contract and identified as Hyundai  Hull
     No.  HRBS6  (and  also  described by  the  Seller  as  RBS8M  and  tbn
     "Deepwater Nautilus"); and

     "Warranty Rights" means:

     (a)  all rights, including (without limitation) the benefit of article
          IX  (Warranty of Quality) of the Construction Contract, which may
          from  time to time exist against the Builders in respect  of  the
          condition, design or construction of any part of the Vessel; and

     (b)   the benefit of all vendor or supplier warranties relating to the
     Equipment.

1.2  CSA  definitions.  In addition to the definitions set  out  in  Clause
     1.1,  in  this  Agreement  unless the context otherwise  requires  the
     following words and expressions shall have the meanings given  in  the
     Construction Supervisory Agreement:

     "Builders"

     "Indenture Trustee"

     "Note Holder(s)"

     "Owner Lien(s)"

     "Owner's Supplies"

     "SDDI"

     "SDDI Contract"

     "Supplemental Indenture"

     "Surety"

     "Termination Date"

     "Trust Indenture".

1.3  Clause  references.  References in this Agreement to Clauses  and  the
     Schedule are, unless otherwise specified, references to clauses of and
     the schedule to this Agreement.

1.4  References to "persons" and "successors".

(a)  References  to  "person"  or "persons" or to words  importing  persons
     include,   without   limitation,  individuals,  firms,   corporations,
     government  agencies, committees, departments, authorities  and  other
     bodies, incorporated or unincorporated, whether having distinct  legal
     personality or not; and, unless otherwise specified, their  respective
     successors.

(b)  References  to  a "successor" include any person who is  entitled  (by
     assignment,  novation,  merger or otherwise)  to  any  other  person's
     rights under this Agreement (or any interest in those rights) or  who,
     as  administrator,  liquidator or otherwise, is entitled  to  exercise
     those  rights; and in particular references to a successor  include  a
     person  to  whom  those rights (or any interest in those  rights)  are
     transferred  or pass as a result of a merger, division, reconstruction
     or other reorganisation of it or any other person.

1.5  Clause  headings.  Clause and sub-clause  headings  are  for  ease  of
     reference  only  and  shall  not affect  the  interpretation  of  this
     Agreement.

2    REPRESENTATIONS AND WARRANTIES

2.1  Seller's  representations and warranties.  The Seller  represents  and
     warrants  to the Purchaser that the following statements are,  at  the
     date of this Agreement, true and accurate:

(a)  the  Seller is duly incorporated under the laws of Nevada and has full
     power  and  authority to enter into and perform its obligations  under
     this Agreement and to consummate the transactions contemplated by this
     Agreement;

(b)  the  execution,  delivery and performance of this  Agreement  and  the
     consummation  of the transactions contemplated by this Agreement  have
     been duly authorised by all necessary corporate action on the part  of
     the  Seller and do not contravene any law, regulation or order binding
     on the Seller or any of its assets or its constitutional documents;

(c)  subject  to the Financiers' and Surety Consent, neither the execution,
     delivery  and  performance by the Seller of this  Agreement,  nor  the
     consummation of any of the transactions by the Seller contemplated  by
     this  Agreement,  require the consent or approval of,  the  giving  of
     notice to, the registration with, or the taking of any other action in
     respect  of, any governmental authority or agency or any other person,
     except such as have been obtained and are in full force and effect (or
     which  are  only  required  to be obtained  after  the  date  of  this
     Agreement in the ordinary course of the operation or employment of the
     Vessel);

(d)  this  Agreement  constitutes legal, valid and binding obligations  and
     liabilities of the Seller, except as enforceability may be limited  by
     (i)  applicable bankruptcy, insolvency, reorganisation, moratorium  or
     other  similar  laws  affecting the enforcement of  creditors'  rights
     generally and (ii) general principles of equity (regardless of whether
     such enforceability is considered in a proceeding in equity or law);

(e)  the Seller is the legal and beneficial owner of the Equipment;

(f)  (subject to the Financiers' and Surety Consent) at the Effective  Time
     the  Equipment will be free from any Encumbrances whatsoever (save for
     Excepted Liens); and

(g)  the  Seller  has  supplied  and delivered to  the  Builders,  and  the
     Builders  have accepted, all of the Equipment in accordance  with  the
     provision  of  Article  XVI  (OWNER'S Supplies)  of  the  Construction
     Contract  and  the  Equipment  satisfies  the  requirements  of   such
     provisions.

2.2  Purchaser's representations and warranties.  The Purchaser  represents
     and  warrants to the Seller that the following statements are, at  the
     date of this Agreement, true and accurate:

(a)  the  Purchaser is duly incorporated under the laws of Delaware and has
     full  power  and  authority to enter into and perform its  obligations
     under  this  Agreement and to consummate the transactions contemplated
     by this Agreement;

(b)  the  execution,  delivery and performance of this  Agreement  and  the
     consummation  of the transactions contemplated by this Agreement  have
     been  duly authorised by all such corporate action on the part of  the
     Purchaser as may be necessary under the internal laws of the State  of
     Delaware  and  the  State of New York and do not contravene  any  such
     applicable internal law, order or regulation binding on the  Purchaser
     or  any  of  its  assets  or its constitutional  documents;  and  this
     Agreement has been so duly authorised, executed and delivered  by  the
     Purchaser; and

(c)  neither  the  execution, delivery and performance by the Purchaser  of
     this Agreement, nor the consummation of any of the transactions by the
     Purchaser  contemplated  by this Agreement,  require  the  consent  or
     approval  of, the giving of notice to, the registration with,  or  the
     taking  of  any other action in respect of, any governmental authority
     or  agency or any other person, except such as have been obtained  and
     are in full force and effect (or which are required in connection with
     the  registered ownership or operation of the Vessel,  in  respect  of
     which  the  Purchaser has duly executed such documents and instruments
     as the Seller has provided to it).

2.3  Survival and repetition.  The representations and warranties given  in
     this  Clause 2 shall survive the execution of this Agreement and shall
     be deemed to be repeated at the Effective Time.

3    SALE OF THE EQUIPMENT

3.1  Sale  of  Equipment.  The Seller and the Purchaser agree that  at  the
     Effective Time the Seller shall sell and the Purchaser shall  buy  all
     the Seller's right, title and interest in and to the Equipment for the
     fixed  amount  of  US$147,000,000 (the  "Equipment  Purchase  Price"),
     payable by the Purchaser in accordance with Clause 4.

3.2  Title and risk.  At the Effective Time the title to the Equipment (and
     the  benefit  of  all vendor or supplier warranties  relating  to  the
     Equipment,  to  the  extent  that  they  are  assignable)   shall   be
     transferred  to and vest in the Purchaser, and as between  the  Seller
     and  the  Purchaser  all  risk  in the Equipment  shall  pass  to  the
     Purchaser.

3.3  Disclaimer.   The Purchaser acknowledges and agrees that:

(a)  (save  as and to the extent expressly represented and warranted  under
     Clause  2.1) the Seller has not made or given and shall not be  deemed
     to have made or given any term, condition, representation, warranty or
     covenant, express or implied (whether statutory or otherwise),  as  to
     the  suitability,  capacity, age, state, value,  quality,  durability,
     condition,   appearance,  safety,  design,  construction,   operation,
     performance, description, merchantability, fitness for use or  purpose
     or  any  particular use or purpose or suitability of the Equipment  or
     any  part  thereof,  as  to the absence of latent  or  other  defects,
     whether or not discoverable, as to the absence of any infringement  of
     any patent, trademark or copyright, or as to title to the Equipment or
     any  part  thereof or any other representation or warranty whatsoever,
     express or implied, with respect to the Equipment or any part thereof,
     all of which are hereby excluded; and

(b)  (save  as aforesaid) the Purchaser is buying the Equipment on  an  "as
     is,  where  is,  and with all faults" basis and that the  signing  and
     delivery  by the Purchaser of the Effective Time Notice in  accordance
     with  clause  3.4  of  the Construction Novation  Agreement  shall  be
     conclusive evidence as between the Seller and the Purchaser  that  the
     Equipment  is  complete, in good order and condition, of  satisfactory
     quality, fit for any purpose for which it may be intended or required,
     suitable in all respects and in every way satisfactory.

3.4  Further  assurances.  The Seller agrees and undertakes to execute  all
     such documents and do all such actions and things as may be reasonably
     required  to  give  effect to the transfer of  the  Equipment  to  the
     Purchaser,  and  further  (through  the  Construction  Supervisor)  to
     provide  all such assistance as may be reasonably required  to  enable
     the Purchaser, as "OWNER", to perform its obligations under paragraphs
     1(b)  and  4  of  Article XVI (OWNER'S Supplies) of  the  Construction
     Contract, in each case at the expense of the Seller.

4    EQUIPMENT PURCHASE PRICE

4.1  Credit   agreement.   The  Equipment  Purchase  Price   shall   remain
     outstanding  until the Payment Date whereupon (subject to  Clause  4.3
     and 6) it shall become immediately due and payable.

4.2  Payment   Date.   The  "Payment Date" shall be  the  earliest  of  the
     following to occur:

(a)  the Further Novation Date;

(b)  the Builders Refund Date;

(c)  the Mortgagee Sale Date;

(d)  the Put Date;

(e)  the On-Sale Date; and

(f)  the Total Loss Proceeds Date.

4.3  Limited  recourse to Purchaser. The Seller agrees hereby to limit  its
     recourse   against  the  Purchaser,  in  respect  of  the  Purchaser's
     obligation  and  liability  to pay the Equipment  Purchase  Price  and
     accrued interest in respect thereof (except Default Interest) (for the
     purposes of this Clause 4, the "Purchaser's Liability"), in the manner
     and subject to the terms and conditions set out in this Clause 4.3 and
     Clauses 6 and 7.  If the Payment Date is:

(a)  the  Further Novation Date, the Purchaser's Liability shall  be  fully
     satisfied  and discharged by the vesting of title to and  transfer  of
     the  Equipment in and to the Replacement Purchaser in accordance  with
     the provisions of clause 8 of the Construction Novation Agreement;

(b)  the  Builders Refund Date, the Purchaser's Liability shall be paid out
     of,  and recoverable by the Seller only from and to the extent of, all
     amounts received or recovered (whether before or after arbitral award)
     by  the  Purchaser (or by the Indenture Trustee) from the Builders  by
     way of refund or application of insurance proceeds under:

     (i)  paragraph 2 of Article X (Rescission by Owner); or

     (ii) paragraph 4 of Article XVI (Owner's Supplies); or

     (iii)     paragraph 3(b) of Article XI (Owner's Default); or

     (iv) paragraph 2(b) of Article XVII (Insurance),

     of the Construction Contract;

(c)  the  Mortgagee Sale Date, the Purchaser's Liability shall be paid  out
     of,  and recoverable by the Seller only from and to the extent of, the
     proceeds of sale of the Vessel;

(d)  the  Put Date, the Purchaser's Liability shall be fully satisfied  and
     discharged  by the vesting of title to and transfer of the  Vessel  in
     and to the Seller in accordance with the provisions of Clause 10;

(e)  the  On-Sale Date, the Purchaser's Liability shall be paid out of, and
     recoverable by the Seller only from and to the extent of, the proceeds
     of sale of the Vessel;

(f)  the  Total Loss Proceeds Date, the Purchaser's Liability shall be paid
     out  of, and recoverable by the Seller only from and to the extent of,
     the proceeds of the Insurances or requisition compensation payable  to
     the  Purchaser (or to the Indenture Trustee) in respect of  the  total
     loss or compulsory acquisition of the Vessel.

5    HULL LOAN

5.1  Credit  agreement.  The Seller agrees to provide to  the  Purchaser  a
     credit  facility in several advances ( each an "Advance" and  together
     the "Hull Loan") to finance:

(a)  the amount payable by the Purchaser to the Seller under clause 4.3  of
     the Construction Novation Agreement;

(b)  the  final  instalment  of  the Contract  Price  (as  defined  in  the
     Construction  Contract)  in  the amount  of  US$198,000,000  (adjusted
     upwards or downward in accordance with Article III of the Construction
     Contract,  if  applicable) payable to the  Builders  on  the  date  of
     Delivery of the Vessel pursuant to paragraphs 4(e) and 5(c) of Article
     II of the Construction Contract;

(c)  all  other amounts, if any, payable by the OWNER to the Builders under
     or in connection with the Construction Contract;

(d)  all amounts payable by the Purchaser from time to time (as directed by
     the  Construction  Supervisor) in respect of the Vessel's  insurances;
     and

(e)  all  amounts  payable  by  the Purchaser from  time  to  time  to  the
     Construction  Supervisor pursuant to, and in respect of  its  services
     under or arising out of, the Construction Supervisory Agreement.

5.2  Application of Advances.  The Advances shall be made as follows:

     (a)  the Advance in respect of the amount referred to in Clause 5.1(a)
          shall be deemed to be borrowed and applied as contemplated by the
          Construction Novation Agreement at the Effective Time;

     (b)  the Advance or Advances in respect of the amounts referred to  in
          paragraphs  (b) and (c) of Clause 5.1 shall be made  and  applied
          (subject   always  to  the  relevant  provisions  of  the   Trust
          Indenture)  by  direct payment to the Builders as and  when  such
          amounts become due and payable under the Construction Contract;

     (c)  the  Advances in respect of the amounts referred to in paragraphs
          (d)  and (e) of Clause 5.1 shall be made and applied (subject  as
          aforesaid)  by  payment  as  the  Construction  Supervisor  shall
          direct.

5.3  Authorisation of direct payments.  The Purchaser hereby authorises the
     Seller  to effect such direct payment, which payment shall be  deemed,
     in  each  case,  to constitute the borrowing by the Purchaser  of  the
     relevant Advance.

5.4  Repayment.  The Hull Loan shall, to the extent advanced and subject to
     Clause 5.5, be repayable on the Payment Date.

5.5  Limited  recourse to Purchaser. The Seller agrees hereby to limit  its
     recourse   against  the  Purchaser,  in  respect  of  the  Purchaser's
     obligation  and liability to repay the Hull Loan and accrued  interest
     in respect thereof (except Default Interest) (for the purposes of this
     Clause  5,  the "Purchaser's Liability") in the manner and subject  to
     the  terms and conditions set out in this Clause 5.5 and Clauses 6 and
     7.  If the Payment Date is:

(a)  the  Further Novation Date, the Purchaser's Liability shall  be  fully
     satisfied and discharged by the completion of the further novation  of
     the   Construction  Contract  by  the  Purchaser  to  the  Replacement
     Purchaser  in  accordance  with the provisions  of  Clause  8  of  the
     Construction Novation Agreement;

(b)  the  Builders Refund Date, the Purchaser's Liability shall  be  repaid
     out  of, and recoverable by the Seller only from and to the extent of,
     all  amounts  received or recovered (whether before or after  arbitral
     award)  by  the  Purchaser  (or  by the Indenture  Trustee)  from  the
     Builders  or  the Refund Guarantor by way of refund or application  of
     insurance  proceeds under the provisions of the Construction  Contract
     referred to in paragraphs (i) to (iv) of Clause 4.3(b);

(c)  the  Mortgagee Sale Date, the provisions of Clause 4.3(c) shall  apply
     mutatis  mutandis (with Purchaser's Liability construed as defined  in
     this Clause 5.5);

(d)  the  Put  Date,  the provisions of Clause 4.3(d) shall  apply  mutatis
     mutandis  (with  Purchaser's Liability construed as  defined  in  this
     Clause 5.5);

(e)  the  On-Sale Date, the provisions of Clause 4.3(e) shall apply mutatis
     mutandis  (with  Purchaser's Liability construed as  defined  in  this
     Clause 5.5);

(f)  the  Total  Loss Proceeds Date, the provisions of Clause 4.3(f)  shall
     apply  mutatis  mutandis  (with  Purchaser's  Liability  construed  as
     defined in this Clause 5.5).

6    COMMON PROVISIONS

6.1  Pro  tanto  satisfaction.  If and to the extent  that  any  amount  in
     respect  of which the Seller is entitled to have recourse against  the
     Purchaser  under the provisions of Clauses 4.3 and 5.5 is received  by
     the Indenture Trustee and applied in accordance with the provisions of
     the  Trust Indenture (as amended by the Supplemental Indenture),  such
     application   shall  discharge  in  the  same  amount  the   aggregate
     Purchaser's Liability under those Clauses 4.3 and 5.5.

6.2  Limited recourse.  Notwithstanding the provisions of Clauses  4 and 5,
     the  Purchaser  shall  only be responsible to the  Seller  under  this
     Agreement  to the extent provided for in Article 6 of the Supplemental
     Indenture  and  those  provisions are hereby  incorporated  into  this
     Agreement to that extent and shall be read and take effect as one with
     the Agreement.

6.3  Commission. Any and all amounts received or recovered by  or  for  the
     account  of  the  Purchaser  in  respect  of  the  sale,  total  loss,
     compulsory acquisition, transfer or other disposal of the Vessel shall
     if   and  to  the  extent  that  such  amounts  exceed  the  aggregate
     Purchaser's Liability under Clauses 4 and 5 (and subject to the  terms
     of  the Trust Indenture (as amended by the Supplemental Indenture)) be
     paid  over  to  the Seller for its own account as a  sales  or  claims
     handling commission.

7    INTEREST

7.1  Interest.   Subject to the provisions of this Agreement,  interest  on
     the  outstanding  balance of the Hull Loan and the Equipment  Purchase
     Price shall accrue from the date of the Effective Time until the  date
     upon  which the aggregate Purchaser's Liability under Clauses 4 and  5
     is  fully  satisfied and discharged (or deemed to be so) in accordance
     with  the provisions of those Clauses.  Accrued interest shall  become
     due and payable on the Payment Date and on a daily basis thereafter.

7.2  Normal  rate of interest.  The rate of interest on the Hull  Loan  and
     the  Equipment  Purchase Price shall be equal to the  rate  per  annum
     applicable under the Notes (irrespective of the Seller's actual source
     of  funding of the Hull Loan and the Equipment Purchase Price  or  any
     part thereof).

7.3  Default interest.  If any amount to which the Seller is entitled to be
     paid under Clause 4.3 or 5.5 is actually received by the Purchaser  it
     shall be paid over promptly to the Indenture Trustee or the Seller (as
     applicable)  in or towards satisfaction of the Purchaser's  obligation
     and  liability  to pay or repay the Equipment Purchase Price  and  the
     Hull  Loan.  If any such amount is actually received and not paid over
     within  2  New York banking days of written request by the Seller  (or
     Indenture  Trustee), interest on such amount shall accrue on  a  daily
     basis  (both before and after judgement) from the date of such request
     at  a rate per annum equal to 2% over the rate applicable under Clause
     7.2 and shall be payable by the Purchaser on demand (and such interest
     shall  be  compounded monthly if and to the extent unpaid).   For  the
     avoidance  of  doubt,  Clause  6.2  shall  apply  to  the  Purchaser's
     liability arising under this Clause 7.3.

8    COMPENSATION AND WARRANTY RIGHTS

8.1  Assignment  of  Delay  Compensation Rights and  Warranty  Rights.   In
     acknowledgement  of the Seller's commercial risk (as contractor  under
     the  SDDI  Contract),  including  in respect  of  delay  or  defective
     condition  of the Vessel, the Purchaser hereby assigns and  agrees  to
     assign to the Seller, at the cost and expense of the Seller, any Delay
     Compensation Rights and Warranty Rights which are vested or will  vest
     in the Purchaser to the extent that they are assignable.

9    SALES AGENCY

9.1  Sales agency.  The Seller is hereby appointed by the Purchaser as  its
     sole  and  exclusive sales and marketing agent for the  Vessel.   Such
     agency  shall commence at the Effective Time and terminate  only  upon
     the  earliest  of  the  following to occur  (and  shall  otherwise  be
     irrevocable):

(a)  delivery of a Put Option Notice pursuant to Clause 10;

(b)  upon  notice  being given by the Purchaser to the Seller that  it  has
     delivered  a  Further Novation Notice pursuant to Clause  8.2  of  the
     Construction Novation Agreement;

(c)  termination  of the sales agency by mutual agreement (with  the  prior
     written consent of the Construction Supervisor, the Financiers and the
     Surety);

9.2  Purpose.  It is agreed that a purpose of the agency provisions in this
     Clause  9  is  to  secure and protect the rights and interest  of  the
     Seller  in  ensuring  that  the obligations  and  liabilities  of  the
     Purchaser  relating  to  the  Vessel  (including  the  Equipment)  are
     performed and discharged.

9.3  Agency  terms.  The Seller shall not be authorised to sell the  Vessel
     or any part of it (to the extent that the Purchaser holds title to the
     Vessel  or  may acquire it pursuant to the Construction  Contract  and
     this  Agreement) or to approve or execute on behalf of  the  Purchaser
     any  document  relating to the sale of the Vessel, but  the  Purchaser
     agrees  that  it  shall, at the Seller's cost  and  expense  and  upon
     reasonable  notice execute such agreement as may be requested  by  the
     Seller  or the on-purchaser for the sale of the Vessel, provided  that
     the  same  complies with the provisions of Clause 9.4  (and  with  the
     terms of the Trust Indenture).

9.4  Sale  terms.  Any sale arranged by the Seller pursuant to  Clause  9.1
     shall comply with the following conditions:

(a)  the sale may be absolute or on conditional sale or hire purchase terms
     and  the  proceeds of such sale shall be applied as permitted  by  the
     Trust Indenture;

(b)  the sale shall be made upon terms which do not expose the Purchaser to
     any liability which it would not have had but for the execution of the
     relevant sale documents (save for liability for breach of the warranty
     set   out   in   this  Clause  9.4(b))  and  otherwise   without   any
     representation, recourse or warranty whatsoever to or on the  part  of
     the  Purchaser,  other than a warranty that the Purchaser  shall  pass
     such title to the Vessel as the Purchaser has acquired, free and clear
     of all Owner Liens;

(c)  the  sale  shall be on an "as is, where is and with all faults"  basis
     and  governed  by the laws of New York save that the Purchaser  hereby
     undertakes  upon  any  such sale to deliver  and  render  to  the  on-
     purchaser all such documents required for the re-registration of title
     to  the  Vessel  as  the  Seller shall furnish to  the  Purchaser  for
     execution; and

(d)  such  other  terms as the Seller may determine is its sole  discretion
     not inconsistent with the terms set out in (a) to (c) above.

10   PUT OPTION

10.1 Put  Option.  The Seller hereby grants to the Purchaser an option (the
     "Put Option") to sell all of the Purchaser's interest in the Vessel to
     the Seller upon the terms set out in this Clause 10.

10.2 Exercise.   The Put Option shall be exercisable at any time after  the
     occurrence  of  any  of the events specified in  Clause  10.3  by  the
     Purchaser  delivering to the Seller a Put Option Notice  specifying  a
     date (the "Put Date") not less than 5 days (unless the Seller consents
     to  a shorter period) and not more than 30 days after the date of such
     notice  upon which the transfer of title under Clause 10.4  is  to  be
     effected.   Such  notice once given shall be irrevocable  without  the
     consent  of  the Seller.  For the avoidance of doubt, the exercise  or
     non-exercise of the Put Option shall, as between the Purchaser and the
     Seller, be entirely at the discretion of the Purchaser.

10.3 Option trigger events.  The events referred to in Clause 10.2 are:

(a)  the Seller, as sales agent, notifies the Purchaser in writing that  it
     is unwilling or unable to arrange a sale of the Vessel as contemplated
     by Clause 9; or

(b)  the occurrence of the Termination Date; or

(c)  sale of the Vessel, as contemplated by Clause 9, does not occur by  30
     June 2000; or

(d)  the   Construction  Supervisor  breaches,  or  fails  to  perform   or
     discharge, in any material respect its indemnity obligations under the
     Construction Supervisory Agreement;

(e)  the  failure of the Noteholders to provide the consent referred to  in
     Section 4.01 of the Supplemental Indenture; or

(f)  an  Indenture Event of Default under the Trust Indenture caused by  or
     attributable  to the Seller as the Issuer thereunder shall  have  been
     declared  by the Indenture Trustee or the Note Holders and either  (i)
     the Notes have been accelerated or (ii) the Indenture Event of Default
     has continued uncured and unwaived for a period of 60 days.

10.4 Transfer of title.  A sale pursuant to the exercise of the Put  Option
     shall be effected by transfer of title to the Vessel to the Seller  on
     an  "as  is, where is and risk all faults" basis and otherwise without
     any  representation, recourse or warranty whatsoever to or on the part
     of  the Purchaser, other than a warranty that the Purchaser shall pass
     such title to the Vessel as the Purchaser has acquired, free and clear
     of  all Owner Liens, provided that non-compliance with the requirement
     to  pass  title  free of Owner Liens shall not affect the  Purchaser's
     right to exercise the Put Option, subject only to whatever claims  the
     Seller  may  have  against  the  Purchaser  by  reason  of  such  non-
     compliance.   The  Seller  and the Purchaser shall  execute  all  such
     documents as may be required to give effect to such sale and transfer,
     provided that the Purchaser's obligations in this regard shall  be  to
     execute and deliver only such documents and instruments as the  Seller
     or  the Indenture Trustee shall furnish to the Purchaser for signature
     and  to  do  only  such other things as the Seller  or  the  Indenture
     Trustee  shall direct as being necessary to accomplish such  sale  and
     transfer.

10.5 Option  consideration.  In consideration of the sale and  transfer  of
     the Vessel to the Seller in accordance with this Clause 10, the Seller
     shall,  and shall be deemed hereby to (with effect from the completion
     of  the  sale  and  subject  to  the Purchaser's  performance  of  its
     obligations  under Clause 10.4), release the Purchaser  from  all  its
     liabilities  and obligations under this Agreement (including,  without
     limitation,  in respect of the Purchaser's Liability under  Clauses  4
     and 5), other than its warranty contemplated by Clause 10.4.

11   PAYMENTS

11.1 Payments.   All  payments to be made by the Purchaser  to  the  Seller
     under  this  Agreement  shall be made to the  Collection  Account  (as
     defined in the Trust Indenture) in US dollars in immediately available
     funds  and  without  set-off, counterclaim or deduction  of  any  kind
     whatsoever,  save  for any withholding or other  deduction  which  the
     Seller is required to make by applicable law.

12   MISCELLANEOUS

12.1 Counterparts.  This Agreement may be executed in several  counterparts
     and  any  single counterpart or set of counterparts signed, in  either
     case, by all of the parties thereto shall be deemed to be an original,
     and  all counterparts when taken together shall constitute one and the
     same instrument.

12.2 Amendments.   This Agreement may be amended only by an  instrument  in
     writing signed by all of the parties to this Agreement.

12.3 Waiver.   Any waiver of any right, power or privilege by any party  to
     this  Agreement shall be in writing signed by such party.  No  failure
     or delay by any party hereto to exercise any right, power or privilege
     under this Agreement shall operate as a waiver of that right, power or
     privilege  nor  shall any single or partial exercise  of  that  right,
     power  or privilege preclude any further exercise of that right, power
     or  privilege or of any other right, power or privilege.   The  rights
     and  remedies  provided  in  this Agreement  are  cumulative  and  not
     exclusive of any rights and remedies provided by law.

12.4 Assignment.  Except as contemplated by Clause 12.5 the Purchaser shall
     not  be  entitled  to  assign or transfer its obligations  under  this
     Agreement  without  the prior written consent of the  Seller  and  the
     Indenture Trustee.

12.5 Collateral  assignment.  The Seller hereby consents to the  collateral
     assignment  by  the  Purchaser  (or  any  assignee  of  the  Purchaser
     permitted under Clause 12.4) in favour of the Indenture Trustee of all
     or  part  of  the  Purchaser's rights under or  arising  out  of  this
     Agreement.

13   NOTICES

13.1 Notices  etc.   Every  notice, request, demand or other  communication
     under this Agreement shall:

(a)  be  in the English language and in writing delivered personally or  by
     prepaid first class airmail letter or fax (confirmed in the case of  a
     fax  by  prepaid first class airmail letter sent within  24  hours  of
     despatch  but so that the non-receipt of such confirmation  shall  not
     affect in any way the validity of the fax in question);

(b)  be  deemed  to  have  been received, in the case  of  a  fax,  when  a
     confirmation  by  the recipient of receipt of such fax  is  despatched
     (provided  that, in the case of a fax transmission,  if  the  date  of
     despatch  is  not  a business day in the country of the  addressee  it
     shall  be  deemed to have been received at the opening of business  on
     the  next  such  working day in that country), and in the  case  of  a
     letter, when delivered personally or if put in the post, when actually
     received;

(c)  be sent:

     (i)  to the Seller to:

               RBF Exploration Co.
               901 Threadneedle
               Houston
               Texas 77079-2902
               USA

               Fax:  (1) (281) 496 0285
               Attention: Project Director

     (ii) to the Purchaser to:

               BTM Capital Corporation125 Summer Street
               Boston, MA 02110

               Fax:
               Attention: Senior Vice President - Administration

     or  in each case to such other person or address or fax number as  one
     party may notify in writing to the other parties hereto.

14   GOVERNING LAW AND JURISDICTION

14.1 Law.  This Agreement (including, but not limited to, its validity  and
     enforceability)  shall  be governed by, and  construed  in  accordance
     with,  the  laws of the State of New York other than conflict  of  law
     rules  thereof  that would require the application of the  laws  of  a
     jurisdiction other than such State.

14.2 Jurisdiction.   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  of  the United States of America  for  the  Southern
     District  of  New  York,  and,  by  execution  and  delivery  of  this
     Agreement,  each of the parties to this Agreement 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  the parties  to  this  Agreement  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.   This
     submission to jurisdiction is non-exclusive and does not preclude  the
     parties  from  obtaining jurisdiction over the other  parties  in  any
     Court otherwise having jurisdiction.

14.3 Non-petition  covenant.  The Purchaser hereby agrees  that  until  the
     368th  day  following  payment in full  of  any  and  all  Notes,  the
     Purchaser  will  not  institute, and will  not  join  with  others  in
     instituting,  any  involuntary  bankruptcy  or  analogous   proceeding
     against  the Seller under any bankruptcy, reorganisation, receivership
     or similar law, domestic or foreign, as now or hereafter in effect.

This  Agreement has been executed by the parties to this Agreement  on  the
date specified at the beginning of this Agreement.


Signed by                     )
                              )
for and on behalf of          )
RBF EXPLORATION CO.           )
in the presence of:           )



Signed by                     )
                              )
for and on behalf of          )
BTM CAPITAL CORPORATION       )
in the presence of:           )






                                 SCHEDULE

                         FORM OF PUT OPTION NOTICE


To:       RBF Exploration Co.

From:          BTM Capital Corporation



Date           [] 2000



Dear Sirs

re:  Equipment Sale and Funding Agreement dated [] January 2000 (the
"Agreement")

1.   We refer to the Agreement.

2.   This Notice is the Put Option Notice and we hereby exercise our option
contained in   clause 10 of the Agreement.

3.   The Put Date shall be [] (or such other date within the period from []
to [] as we may mutually agree).

4.   This Notice shall be governed by and construed in accordance with New
York law.

Yours faithfully




______________________________
for and on behalf of
BTM CAPITAL CORPORATION