EXHIBIT 10.322

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                           Dated 1 February 2000


        HYUNDAI CORPORATION and HYUNDAI HEAVY INDUSTRIES CO., LTD.
                                as Builders

                                  - and -

                            RBF EXPLORATION CO.
                           as Original Purchaser

                                  - and -

                          BTM CAPITAL CORPORATION
                             as New Purchaser


                         -------------------------

                            NOVATION AGREEMENT

                         -------------------------


             in respect of the construction and sale contract
                        for Hyundai Hull No. H RBS6
                (also described as RBS8M and tbn "Deepwater
                                Nautilus")


                         WATSON, FARLEY & WILLIAMS
                                  London

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                                   INDEX

Clause                                                    Page
1    DEFINITIONS AND INTERPRETATION                          1
2    REPRESENTATIONS AND WARRANTIES                          4
3    NOVATION                                                6
4    PAYMENTS                                                7
5    INSURANCES                                              8
6    REFUND GUARANTEE                                        8
7    SALE OF OWNER's SUPPLIES                                8
8    FURTHER NOVATION                                        9
9    AMENDMENT TO CONSTRUCTION CONTRACT                     10
10   ASSIGNMENT                                             10
11   MISCELLANEOUS                                          10
12   NOTICES                                                11
13   GOVERNING LAW AND JURISDICTION                         12


THIS AGREEMENT is made on 1 February 2000

BETWEEN

(1)  HYUNDAI  CORPORATION of 140-2, Kye-Dong, Chongro-Ku, Seoul, Korea  and
     HYUNDAI HEAVY INDUSTRIES CO., LTD. of 1 Cheonha-Dong, Dong-Ku,  Ulsan,
     Korea (jointly and severally, the "Builders");

(2)  RBF  EXPLORATION  CO. of 901 Threadneedle, Suite 200,  Houston,  Texas
     77079, USA (the "Original Purchaser");

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

BACKGROUND

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

(B)  Subject  to  and upon the terms and conditions of this Agreement,  the
     New  Purchaser has agreed to assume all the rights and obligations  of
     the  Original  Purchaser  under  the  Construction  Contract  and  the
     Builders are willing to agree to the substitution of the New Purchaser
     in  place  of  the Original Purchaser in relation to such  rights  and
     obligations and to the release of the Original Purchaser in respect of
     those rights and obligations.

(C)  It  is intended that the existing supervision arrangements in relation
     to  the construction of the Vessel will be maintained both before  and
     after the Effective Time.

(D)  By  a  construction supervisory agreement dated the same date as  this
     Agreement the New Purchaser has appointed RBF Exploration II  Inc.,  a
     Nevada  corporation affiliated to the Original Purchaser, as  the  New
     Purchaser's  sole  and exclusive agent to continue  to  supervise  the
     design  and  construction  of  the  Vessel  in  accordance  with   the
     Construction Contract.

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:

     "Affiliate" has the meaning given in the Construction Contract.

     "Construction Contract" means the construction and sale contract dated
     14  November  1997  made between (i) the Original  Purchaser  (in  its
     former  name RB Exploration Co.) and (ii) the Builders in  respect  of
     the  Vessel,  as  amended  by letters dated 10  November  1999  and  1
     February 2000 addressed by the Original Purchaser to the Builders  and
     as  otherwise amended, supplemented or modified to date and, from  the
     Effective Time (or as the context may require), means that contract as
     novated, transferred and assumed or amended by this Agreement  and  as
     from time to time further amended, supplemented or modified.

     "Construction  Expenditure  Amount"  means  an  amount  equal  to  the
     aggregate  of  all  amounts paid prior to the Effective  Time  by  the
     Original  Purchaser  to the Builders pursuant to  Article  II  of  the
     Construction Contract in or towards payment of the Contract Price  (as
     defined therein).

     "Delivery"  means  the delivery of the Vessel under  the  Construction
     Contract.

     "Effective Time"  means the date and time (prior to Delivery) on which
     the  conditions specified in Clause 3.3 are satisfied as specified  in
     the Effective Time Notice.

     "Effective Time Notice" means the notice to be signed and exchanged in
     accordance with Clause 3.4 in the form set out in Schedule A.

     "Equipment Sale and Funding Agreement"  means an agreement  dated  the
     same  date  as this Agreement and made between the Original Purchaser,
     as  seller,  and  the New Purchaser, as buyer, for  the  sale  of  the
     topsides  of  the Vessel and any related equipment specified  in  that
     agreement including all items of "OWNER's Supplies" supplied or to  be
     supplied to the Builders under the Construction Contract.

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

     "Further Novation Notice" means the notice which may be served by  the
     New  Purchaser and the Replacement Purchaser in accordance with Clause
     8.2 in the form set out in Schedule B.

     "Indenture  Trustee" means Chase Bank of Texas, National  Association,
     acting  as  trustee  for the Note Holders (as  defined  in  the  Trust
     Indenture).

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

     "Nomination  Notice"  means a notice which may be served  by  the  New
     Purchaser  in  accordance with Clause 8.1  in  the  form  set  out  in
     Schedule C.

     "Novated  Obligations"  means  all  the  obligations  and  liabilities
     expressed  to be imposed on the OWNER under the Construction  Contract
     and  which  obligations and liabilities shall, for  the  avoidance  of
     doubt,   include  (without  limitation)  obligations  and  liabilities
     arising under or in respect of the Construction Contract at or  before
     the  Effective Time which have not been performed or satisfied  at  or
     before  the  Effective Time; and for the purpose  of  establishing  or
     determining the obligations or liabilities of the parties  under  this
     Agreement and/or the Construction Contract, the acts or omissions,  or
     any series of acts or omissions, or course of conduct, of the Builders
     or  the Original Purchaser (including, without limitation, those  acts
     or  omissions  or  series of acts or omissions, or course  of  conduct
     creating  or  giving  rise  to a right of rescission  or  restitution,
     misrepresentation,  negligence or breach of warranty  or  duty)  which
     occurred  or did not occur at or before the Effective Time whether  in
     accordance  with,  or  in  breach of, the  Construction  Contract,  or
     otherwise howsoever, may be relied upon by parties to this Agreement.

     "Novated Rights" means all the rights expressed to be granted  to  the
     OWNER  under  the Construction Contract and the Refund  Guarantee  and
     which  rights  shall,  for  the avoidance of doubt,  include  (without
     limitation) all rights, claims, actions and proceedings in respect  of
     the  Construction Contract arising or, as the case may be, accrued  or
     commenced  at  or before the Effective Time; and for  the  purpose  of
     establishing or determining the rights or claims of the parties  under
     this   Agreement  and/or  the  Construction  Contract,  the  acts   or
     omissions, or any series of acts or omissions, or course of conduct of
     the Builders or the Original Purchaser (including, without limitation,
     those acts or omissions, or series of acts or omissions, or course  of
     conduct  creating  or  giving  rise  to  a  right  of  rescission   or
     restitution,  misrepresentation, negligence or breach of  warranty  or
     duty) which occurred or did not occur at or before the Effective  Time
     whether  in  accordance  with,  or  in  breach  of,  the  Construction
     Contract, or otherwise howsoever, may be relied upon by the parties to
     this Agreement.

     "OWNER"  and  "OWNER's  Supplies" have the  meanings  given  to  those
     expressions in the Construction Contract.

     "Refund  Guarantee" means the refund guarantee issued  by  the  Refund
     Guarantor  to the Original Purchaser in accordance with Article  X  of
     the Construction Contract, which will be assigned to the New Purchaser
     or  (following the issue of a Further Novation Notice) the Replacement
     Purchaser pursuant to Clauses 3.1 or 8.

     "Refund Guarantor" means Korea Exchange Bank.

     "Replacement Purchaser"  has the meaning given in Clause 8.

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

     "Supplemental   Indenture"  means  the  supplemental   indenture   and
     amendment  dated the same date as this Agreement and made between  (1)
     the  Original  Purchaser, (2) the New Purchaser and (3) the  Indenture
     Trustee.

     "Trust  Indenture"  means the trust indenture and  security  agreement
     dated  12 August 1999 and made between (1) the Original Purchaser  and
     (2)  the  Indenture Trustee, as amended by the Supplemental  Indenture
     and as from time to time further amended, supplemented or modified.

     "Vessel"  means  the semi submersible drilling unit more  particularly
     described in the Construction Contract and identified as Hyundai  Hull
     No.  H RBS6 (and also described by the Original Purchaser as RBS8M and
     tbn "Deepwater Nautilus").

1.2  Clause  references.   References  in this  Agreement  to  Clauses  and
     Schedules  are, unless otherwise specified, references to  clauses  of
     and schedules to this Agreement.

1.3  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).

1.4  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  Builders'  representations and warranties.  The Builders  jointly  and
     severally represent and warrant to each of the other parties  to  this
     Agreement  that  the following statements are, at  the  date  of  this
     Agreement, true and accurate:

(a)  each Builder is duly incorporated under the laws of Korea and has full
     power  and  authority  to enter into and perform its  obligations  and
     discharge  its liabilities under this Agreement and to consummate  the
     transactions  contemplated  by  the  Construction  Contract  and  this
     Agreement;

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

(c)  neither the execution, delivery and performance by the Builders of the
     Construction Contract and this Agreement, nor the consummation of  any
     of  the  transactions by the Builders contemplated by the Construction
     Contract and 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;

(d)  the  Construction Contract and this Agreement constitute legal,  valid
     and  binding  obligations and liabilities of the Builders,  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 at law);

(f)  there  are  no  disputes  outstanding between  the  Builders  and  the
     Original  Purchaser  under  the Construction  Contract,  nor  are  the
     Builders  aware  of any unremedied defaults by the Original  Purchaser
     under  the  Construction Contract (and for the purposes of  this  sub-
     clause (e), "disputes" does not refer to outstanding or further change
     orders or claims, if any, which have yet to be agreed); and

(g)  the Construction Contract has not (other than by this Agreement and by
     the letters referred to in the definitions of Construction Contract in
     Clause 1.1) been amended, varied, cancelled, novated or terminated.

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

(a)  the  New Purchaser is duly incorporated under the laws of Delaware and
     has full power and authority to enter into and perform its obligations
     and  discharge its liabilities 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
     New 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  New
     Purchaser or any of its assets or its constitutional documents;

(c)  neither  the execution, delivery and performance by the New  Purchaser
     of  this Agreement, nor the consummation of any of the transactions by
     the  New 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  New  Purchaser  has  duly  executed  such  documents   and
     instruments as the Seller has provided to it); and

(d)  this  Agreement  constitutes legal, valid and binding obligations  and
     liabilities  of  the  New Purchaser, 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 at law).

2.3  Original  Purchaser's  representations and warranties.   The  Original
     Purchaser represents and warrants to each of the other parties to this
     Agreement  that  the following statements are, at  the  date  of  this
     Agreement, true and accurate:

(a)  the  Original Purchaser 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 the Construction  Contract
     and   this   Agreement  and  the  consummation  of  the   transactions
     contemplated by the Construction Contract and this Agreement have been
     duly  authorised by all necessary corporate action on the part of  the
     Original Purchaser and do not contravene any law, regulation or  order
     binding  on  the  Original  Purchaser or any  of  its  assets  or  its
     constitutional documents;

(c)  subject  to the Financiers' Consent,  neither the execution,  delivery
     and performance by the Original Purchaser of the Construction Contract
     or  this Agreement, nor the consummation of any of the transactions by
     the  Original Purchaser contemplated by the Construction Contract  and
     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); and

(d)  the  Construction Contract and this Agreement constitute legal,  valid
     and  binding  obligations and liabilities of  the  Original  Purchaser
     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 at law).

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

(a)  the  Original  Purchaser  has supplied the New  Purchaser  with  true,
     complete and up-to-date copies of the Construction Contract;

(b)  (save  as  may have been separately disclosed to the New Purchaser  in
     writing  prior  to  the  execution of this  Agreement)  there  are  no
     disputes  outstanding between the Original Purchaser and the  Builders
     under  the  Construction Contract; nor is the  Original  Purchaser  in
     default,  or  aware of any unremedied defaults by the Builders,  under
     the Construction Contract; and

(c)  the Construction Contract has not (other than by this Agreement and by
     the letters referred to in the definition of Construction Contract  in
     Clause 1.1) been amended, varied, cancelled, novated or terminated.

2.3  Survival  of representations and warranties.  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    NOVATION

3.1  Novation  to New Purchaser.  In reliance upon the representations  and
     warranties given by the parties under Clause 2, the Original Purchaser
     agrees to transfer the Construction Contract to the New Purchaser  and
     the  New  Purchaser agrees to assume all obligations  and  liabilities
     under  the Construction Contract on and with effect from the Effective
     Time,  upon the following terms and conditions and subject to  Clauses
     3.2 to 3.4:

(a)  the  Original Purchaser releases and discharges the Builders from  all
     their  obligations to the Original Purchaser in respect of the Novated
     Rights;

(b)  the  Original  Purchaser is released and discharged from  the  Novated
     Obligations;

(c)  the New Purchaser shall hereby be vested with and have the benefit  of
     the  Novated Rights (and accordingly the Builders undertake to perform
     their  obligations and discharge their liabilities in respect  of  the
     Novated  Rights under the Construction Contract in favour of  the  New
     Purchaser); and

(d)  the   New   Purchaser  shall  assume  and  duly  perform  the  Novated
     Obligations,  so that, with effect from the Effective  Time,  the  New
     Purchaser shall be substituted in place of the Original Purchaser as a
     party  to  the  Construction Contract and the   Construction  Contract
     shall  on  and  with effect from the Effective Time be  construed  and
     treated,  and the Builders shall be bound by the Construction Contract
     in   all  respects,  as  if  the  New  Purchaser  were  named  in  the
     Construction Contract as "OWNER" instead of the Original Purchaser.

3.2  Intended  effects of novation. Without prejudice to the generality  of
     the  provisions  of  Clause  3.1, the following  are  intended  to  be
     effected  by, or are hereby agreed as incidental to, the transfer  and
     assumption of the Novated Rights and Novated Obligations:

(a)  The  Builders  and the New Purchaser acknowledge and agree  that  they
     shall  adopt  and  be  bound  by  the  procedures  and  understandings
     established  between  the  Builders  and  the  Original  Purchaser  in
     relation to the Construction Contract before the Effective Time.

(b)  All  actions taken by any person (including, but not limited  to,  any
     decision, delegation, revocation, order, request, change, instruction,
     confirmation, direction, statement, certificate, appointment  payment,
     opinion,  application, notification, submission, application, approval
     or  certificate) prior to the Effective Time under, pursuant to, or in
     connection  with,  the Construction Contract shall take  effect  under
     this  Agreement and the Construction Contact, as between the  Builders
     and  the  New  Purchaser,  to  the extent  such  actions  took  effect
     originally between the Builders and the Original Purchaser.

(c)  The scope, quantum and nature of the Builders' rights, obligations and
     liabilities in and arising out of their respective performance of  the
     Construction  Contract (and of those liable through  either  of  them)
     shall be the same in all material respects as it has been to date  and
     shall  not  be  adversely  affected  by  the  implementation  of  this
     Agreement.

(d)  Notwithstanding that, as between the Original Purchaser  and  the  New
     Purchaser, the Original Purchaser may agree to indemnify and/or  limit
     its  recourse  to  the  New Purchaser, as owner  of  the  Vessel,  the
     Builders   undertake  not  to  contend  (whether  in  proceedings   or
     otherwise) that the New Purchaser has suffered or incurred no  damage,
     loss or expense, or that their liability to the New Purchaser shall be
     reduced  or  extinguished,  by  reason of  the  substitution  (or  the
     consequences  of  such substitution) of the New Purchaser  as  "OWNER"
     under the Construction Contract.

3.3  Conditions  for  novation.  The transfer and assumption  contained  in
     Clause 3.1 shall be conditional upon:

(a)  the  receipt by the Original Purchaser of the Financiers' Consent  and
     the parties' compliance with its terms concerning the implementation of
     this Agreement; and

(b)  the payment by the New Purchaser to the Original Purchaser of the
     Construction Expenditure Amount,

     provided however that the Builders shall be entitled (without enquiry)
     to  rely  on the execution and delivery to it by the other parties  of
     the  Effective Time Notice as conclusive evidence that the  conditions
     set out in this Clause 3.3 have been satisfied or waived.

3.4  Effective Time Notice.  Once the conditions set out in Clause 3.3 have
     been  satisfied  the  Effective Time Notice  shall  be  completed  and
     executed by all the parties to this Agreement to fix the day and  time
     of  the Effective Time.  If the Effective Time does not occur prior to
     Delivery  the  transfer and assumption of Novated Rights  and  Novated
     Obligations  and  all other matters or consequences  expressed  to  be
     effective  as  at  or from the Effective Time shall  not  take  effect
     unless the parties to this Agreement so agree.

3.5  Builders'  consent.   The  Builders consent hereby  to  the  novation,
     transfer  and assumption of the Construction Contract on the terms  of
     Clauses 3.1 to 3.4.

3.6  Confirmation  of  Supervisor's appointment.  The New Purchaser  hereby
     confirms  that  with effect from the Effective Time the Supervisor  is
     appointed by the New Purchaser to continue to act as "Supervisor"  for
     the purposes of the Construction Contract.

3.7  Funding  and  payment  of  New Purchaser's payment  obligations.   The
     Original  Purchaser hereby confirms to the Builders that  pursuant  to
     the  Equipment  Sale and Funding Agreement it has agreed,  and  hereby
     guarantees  to the Builders, to fund and thereby ensure that  the  New
     Purchaser  will  discharge  all  its  payment  obligations  under  the
     Construction Contract whenever they become due for so long as the  New
     Purchaser   remains  a  party  to  the  Construction   Contract,   and
     furthermore shall ensure that the proceeds of such funding  shall,  to
     the  extent that they are to be applied in or towards payment  to  the
     Builders  under  the  Construction Contract, be  paid  direct  to  the
     Builders' account.

4    PAYMENTS

4.1  Payments  to the Original Purchaser.  The Builders shall,  subject  to
     receipt or deemed receipt of the payment to be made to it under Clause
     4.2,  pay  to  the  Original  Purchaser  at  the  Effective  Time  the
     Construction  Expenditure  Amount in  reimbursement  of  the  Original
     Purchaser's expenditure under the Construction Contract.

4.2  Payments to the Builders.  The New Purchaser shall pay to the Builders
     at  the  Effective Time the Construction Expenditure  Amount  in  full
     discharge  of  such  of  the payment obligations  and  liabilities  of
     "OWNER" as have been already agreed, invoiced and fallen due under the
     Construction Contract as at or prior to the Effective Time.

4.3  Direct  payment to Original Purchaser.  The Builders hereby  authorise
     and  instruct the New Purchaser to pay the amount payable under Clause
     4.2  direct  to the Original Purchaser, and the parties  hereby  agree
     that  such  payment shall fully discharge the payment obligations  and
     liabilities under Clauses 4.1 and 4.2.

4.4  Payments  to "OWNER".  Following the transfer and assumption contained
     in  Clause 3.1 and unless a Further Novation Notice is served  by  the
     New  Purchaser under Clause 8.1, all payments due to be  made  to  the
     OWNER under the Construction Contract shall continue to be made to the
     Indenture Trustee for deposit in the account specified by the Original
     Purchaser in its notice to the Builders dated 12 August 1999.

5    INSURANCES

5.1  Notification to insurers.  The Builders undertake:

(a)  promptly  to notify the insurers in respect of all Insurances  of  the
     transfer  and assumption effected by this Agreement and  the  sale  of
     OWNER's Supplies to the New Purchaser referred to in Clause 7; and

(b)  to procure that:

          (i)   all  cover notes, policies and other contractual  documents
          relating to the Insurances shall be endorsed accordingly with the
          name  of  the New Purchaser together with its affiliates, agents,
          servants   and  employees  (in  each  case  according  to   their
          respective interests); and

          (ii)  copies  of all such documents, endorsed as provided  above,
          are provided to the New Purchaser.

6    REFUND GUARANTEE

6.1  Assignment of Refund Guarantee.  Promptly after the Effective Time, if
     the New Purchaser so requests by delivery to the Builders of a copy of
     such  notice,  the  Builders shall procure that the  Refund  Guarantor
     acknowledges a notice of assignment of the Refund Guarantee in  favour
     of  the  New  Purchaser  in the form set out as  Schedule  C  to  this
     Agreement.

7    SALE OF OWNER'S SUPPLIES

7.1  Owner's Supplies.  The Original Purchaser hereby gives notice  to  the
     Builders, and the Builders hereby acknowledge, that with effect at and
     from the Effective Time the title to all OWNER's Supplies supplied and
     delivered  to the Builders pursuant to Article XVI (OWNER's  SUPPLIES)
     of  the Construction Contract shall be transferred to and vest in  the
     New Purchaser pursuant to the Equipment Sale and Funding Agreement.

8    FURTHER NOVATION

8.1  Nomination  of Replacement Purchaser.  The New Purchaser  shall  (with
     the  prior consent of the Indenture Trustee) be entitled at  any  time
     prior  to  Delivery  to  nominate in  a  Further  Novation  Notice  an
     Affiliated  Company  (as  defined  in  Article  XIII  (Successors  and
     Assigns) of the Construction Contract) of the Original Purchaser  (or,
     with the prior written consent of the Builders, any other company)  as
     "Replacement Purchaser" for the purposes of this Clause 8.

8.2  Entitlement  to exercise further novation rights.  If on or  prior  to
     the Delivery Date (but before Delivery takes place), the New Purchaser
     and  the Replacement Purchaser serve a Further Novation Notice on  the
     Builders and the Original Purchaser the following provisions  of  this
     Clause 8 apply.

8.3  Further  novation.   Upon the service of a notice pursuant  to  Clause
     8.2, the following shall occur:

(a)  the  New  Purchaser shall give notice to the Refund Guarantor  of  the
     further   assignment  of  the  Refund  Guarantee  to  the  Replacement
     Purchaser  and the Builders shall procure the acknowledgement  of  the
     Refund   Guarantor   (substantially  in  the  form   of   Schedule   C
     appropriately adapted); and

(b)  title  to  any  OWNER's  Supplies acquired at such  date  by  the  New
     Purchaser  shall  automatically  be  transferred  to  the  Replacement
     Purchaser.

8.4  Assumption   by   Replacement   Purchaser.    Immediately   upon   the
     effectiveness  of the releases, notifications and transfers  contained
     in Clause 8.3, the following shall occur:

(a)  the  New Purchaser shall be automatically released and discharged from
     all Novated Obligations and shall no longer be under any obligation or
     liability  under  this Agreement or the Construction  Contract  or  in
     respect of the Vessel;

(b)  the Builders shall be automatically released and discharged from their
     obligations  and liabilities to the New Purchaser in  respect  of  the
     Novated  Rights  and  shall  instead  owe  those  to  the  Replacement
     Purchaser; and

(c)  all  the  Novated  Obligations and all the  Novated  Rights  shall  be
     automatically transferred to and assumed by the Replacement Purchaser.

8.5  Tender for delivery etc.  If a Further Novation Notice is served after
     the  date  on which the Vessel has been validly tendered for  delivery
     pursuant  to  the  Construction Contract,  that  tender  will  not  be
     invalidated  by  reason of that Further Novation  Notice  having  been
     served and in such circumstances:

(a)  the Builders and the Replacement Purchaser will co-operate with a view
     to  facilitating  delivery of the Vessel on  the  date  specified  for
     delivery of the Vessel in that tender;

(b)  the  Builders  will, if they have at that time produced  the  delivery
     documents pursuant to and in accordance with Article VII (Delivery) of
     the  Construction Contract, have a reasonable time (not  exceeding  10
     days)   to   prepare  replacement  delivery  documents   showing   the
     Replacement  Purchaser as "OWNER" under the  Construction Contract  as
     further transferred and assumed;

(c)  the  time  for  delivery of the Vessel pursuant  to  the  Construction
     Contract  as further transferred and assumed will be extended  by  the
     period referred to in Clause 8.5(b); and

(d)  subject to the compliance by the Builders with their obligations under
     Clause  8.5(b)  and  further subject to Clause 8.5(c),  the  Builders'
     rights  and  obligations under the Construction  Contract  as  further
     transferred and assumed will not be affected as a result of any  delay
     to  the  delivery of the Vessel arising directly as a result  of  that
     further transfer and assumption.

9    AMENDMENT TO CONSTRUCTION CONTRACT

9.1  Amendment.   With  effect  from the Effective  Time  the  Construction
     Contract shall be further amended as follows:

(a)  in  paragraph 4 (Registration) of Article I (- DESCRIPTION AND  CLASS)
     of  the  Construction Contract, after the words "the United States  of
     America" shall be inserted the words "or Panama";

(b)  references  in the Construction Contract to "this Contract"  shall  be
     construed  as  references to the Construction Contract as  transferred
     and assumed, amended or otherwise modified by this Agreement; and

(c)  by  construing all references to Affiliated Company(ies) as references
     to Affiliated Company(ies) of the Original Purchaser.

10   ASSIGNMENT

10.1 Assignment  of  Novated Rights.  The Builders hereby  consent  to  the
     direct  or indirect assignment (or series of assignments) by  the  New
     Purchaser in favour of the Original Purchaser (or any Affiliate of the
     Original  Purchaser) of the Novated Rights, including  in  particular,
     but without limitation, the rights of the OWNER under:

(a)  Article III (ADJUSTMENT OF CONTRACT PRICE);

(b)  Article IX (WARRANTY OF QUALITY); and

(c)  Article X (RESCISSION BY OWNER),

     of the Construction Contract.

10.2 Collateral  assignment.  The Builders hereby further  consent  to  the
     collateral assignment by the New Purchaser (or any assignee of the New
     Purchaser  permitted  under Clause 10.1) in favour  of  the  Indenture
     Trustee of the Novated Rights.

10.3 Assignment  of Novated Obligations.  The New Purchaser  shall  not  be
     entitled  to assign or transfer its rights and obligations under  this
     Agreement  or  the Novated Obligations (except pursuant to  Clause  8)
     without the prior written consent of the Original Purchaser.

11   MISCELLANEOUS

11.1 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.

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

11.3 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.

11.4 Costs  and  expenses.   All  costs and expenses  arising  out  of  the
     negotiation, preparation or execution of this Agreement shall  be  for
     the  account  of  the  Original Purchaser, and the Original  Purchaser
     shall  reimburse  the  Builders in respect of all  documented  out-of-
     pocket  costs and expenses, reasonably incurred by the Builders under,
     or arising out of the implementation of, this Agreement.

12   NOTICES

12.1 Notices  etc.   Every  notice, request, demand or other  communication
     under this Agreement or the Construction Contract 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 Builders to:

               Hyundai Heavy Industries Co., Ltd.
               No. 1, Cheonha-Dong, Dong-Ku
               Ulsan
               Korea

               Fax:  (82) 522 230 3448 / 3425
               Attention:   General Manager

     (ii) to the Original Purchaser to:

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

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

     (iii)     to the New Purchaser to:

               BTM Corporation
               125 Summer Street
               Boston
               Massachusetts 02110
               USA

               Fax:
               Attention: Senior Vice President/Administration

          with a copy to:

               RBF Exploration II Inc.
               c/o The Original Purchaser

     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.

13   GOVERNING LAW AND JURISDICTION

13.1 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.

13.2 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.

13.3 Arbitration.  Subject to Clause 13.2, any disputes arising out  of  or
     by  virtue  of the Construction Contract (as transferred and  assumed,
     amended or otherwise modified by this Agreement) shall be referred  to
     arbitration  as  provided  for in Article  XII  (Arbitration)  of  the
     Construction Contract.



                                SCHEDULE A

                       FORM OF EFFECTIVE TIME NOTICE

                            Novation Agreement
        Dated [            ] 2000 (the "Agreement") in relation to
                          Hyundai Hull No. HRBS6


In  accordance  with  Clause 3.3 of the Agreement, the  undersigned  hereby
confirm  that  the conditions set out in Clause 3.3 of the  Agreement  have
been satisfied at [  ] hours on [  ] 2000.


_________________________________________
For and on behalf of
HYUNDAI CORPORATION


_________________________________________
For and on behalf of
HYUNDAI HEAVY INDUSTRIES CO., LTD.


_________________________________________
For and on behalf of
RBF EXPLORATION CO.



_________________________________________
For and on behalf
BTM CAPITAL CORPORATION






                                SCHEDULE B

                      FORM OF FURTHER NOVATION NOTICE



To:  Hyundai Corporation
     Hyundai Heavy Industries Co., Ltd.

cc:  RBF Exploration II Inc.

cc:  RBF Exploration Co.



Dear Sirs,

Novation  Agreement dated [            ] 2000 (the "Agreement") in relation
to Hull No.  HRBS6

In  accordance with Clause 8.2 of the Agreement we hereby notify  you  that
the  provisions of Clause 8.3 of the Agreement shall have immediate effect.
BTM Capital Corporation hereby names and assigns to _______________________
as  Replacement  Purchaser  all of its right, title  and  interest  in  the
Construction Contract.  The Replacement Purchaser hereby agrees  to  comply
with  and  be  bound by such provisions as if it had been a  party  to  the
Agreement.


____________________________
For and on behalf of
BTM CAPITAL CORPORATION



____________________________
For and on behalf of
[REPLACEMENT PURCHASER]





                                SCHEDULE C

             FORM OF NOTICE OF ASSIGNMENT OF REFUND GUARANTEE

To:  Korea Exchange Bank
     Kye Dong Branch
     140-2 Kye Dong
     Chongro-Ku
     Seoul
     Korea

cc:  BTM Capital Corporation

                                                 Dated: [            ] 2000

Dear Sirs,

re:  Letter of Guarantee No. 0696GBD711111 (the "Guarantee")

1.    We hereby give you notice that pursuant to a novation agreement dated
 [             ]  2000 and made between (1) Hyundai Corporation and Hyundai
 Heavy  Industries Co., Ltd., (2) ourselves and (3) BTM Capital Corporation
 ("BTM") all our rights, obligations and liabilities under the Contract (as
 defined in the Guarantee) and the Guarantee have been transferred to BTM.

2.    This notice shall be governed by and construed in accordance with the
 General Maritime law of the United States of America.

3.    Please  acknowledge the above by countersigning and returning  to  us
 (with a copy to BTM) a copy of this notice.

Yours faithfully



_____________________
RBF Exploration Co.
By:
Title:


Acknowledged and accepted as of the date of the above notice:





_____________________
Korea Exchange Bank
By:
Title:

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

THE BUILDERS

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



Signed by                     )
                              )
for and on behalf of          )
HYUNDAI HEAVY INDUSTRIES      )
CO., LTD.                     )
in the presence of:           )



THE ORIGINAL PURCHASER

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



THE NEW PURCHASER

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