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                                                                   EXHIBIT 10.40












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

                                OVERALL AGREEMENT

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




                                 1 February 2001


                                     between



                       SANTA FE INTERNATIONAL CORPORATION



                                     - and -



                             PPL SHIPYARD PTE. LTD.

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THIS OVERALL AGREEMENT is made on  February 1, 2001,

BETWEEN:

(1)      SANTA FE INTERNATIONAL CORPORATION, organized and existing under the
         laws of the Cayman Islands with offices at 5420 LBJ Freeway, Suite
         1100, Dallas, Texas 75240, U.S.A. ("SFIC"); and

(2)      PPL SHIPYARD PTE. LTD., organized and existing under the laws of
         Singapore, having its principal place of business located at 21 Pandan
         Road, Singapore 609273 (hereinafter called the "Builder").


WHEREAS:

A.       Pursuant to two (2) contracts of even date herewith between SFIC and
         the Builder, each for the construction and sale of one jack-up drilling
         unit (collectively the "Contracts"), SFIC and the Builder have agreed
         that the Builder shall design, construct, equip, complete and deliver
         two (2) Freide and Goldman JU2000 jack-up drilling units to bear the
         Builder's hull numbers 2001 and 2002 (each being referred to herein as
         a "Vessel" and collectively as the "Vessels"); and

B.       The parties hereto desire to enter into a further agreement to
         co-ordinate certain aspects of the performance of the Contracts and to
         provide for the granting by the Builder to SFIC of purchase options in
         respect of four (4) further Friede and Goldman JU2000 jack-up drilling
         units.


NOW THEREFORE, in consideration of the mutual promises and covenants herein set
forth it is hereby agreed as follows:

1.       DEFINITIONS AND INTERPRETATION


1.1      Terms employed herein shall bear the same meaning as in the Contracts
         and the Specifications (as defined therein).

1.2      In the event of any conflict between the provisions of this Overall
         Agreement and the Contracts, the provisions of this Overall Agreement
         shall prevail.


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2.       GRANT OF PURCHASE OPTIONS FOR SUBSEQUENT UNIT(S)

2.1      In consideration of the payment by SFIC to the Builder of the sum of
         Ten United States Dollars (U.S.$10.00), receipt of which is hereby
         acknowledged, the Builder hereby grants to SFIC certain options (herein
         respectively the "Options") to require the Builder to design,
         construct, equip, complete and deliver to SFIC up to four (4) optional
         Friede and Goldman JU2000 jack-up drilling units (the "Option Vessels")
         as further set out below.

2.2      The Options shall be exercisable, either collectively or individually,
         by SFIC serving a notice or notices on the Builder to such effect on or
         before 5:00 p.m. Central Standard Time on the applicable Option
         Deadline noted below. The Builder covenants and unconditionally and
         irrevocably undertakes with SFIC that it will forthwith thereupon enter
         into a contract or contracts with SFIC (or any other company nominated
         and guaranteed by SFIC) for the design, construction, equipment,
         completion and delivery to SFIC (or such other company) of such of the
         Option Vessels for which SFIC shall have exercised its option as
         aforesaid.

2.3      The contracts (including contract specifications) in respect of the
         Option Vessels shall be in the same form mutatis mutandis as the
         contract for construction and sale of Builder's Hull No. 2001 except as
         otherwise expressly stipulated by this Overall Agreement and provided
         that the Option Deadlines, Construction Commencement Dates, Contract
         Prices and Delivery Dates for the same will be as follows:

<TABLE>
<CAPTION>
                                  JACK-UP OPTION         CONSTRUCTION         CONTRACT         DELIVERY
                                     DEADLINE         COMMENCEMENT DATE        PRICE             DATE
                                -------------------   -----------------   ---------------   ---------------
         <S>                    <C>                   <C>                 <C>               <C>
         First Option Vessel    Payment due date      1 February 2003     U.S.$72,515,250   1 February 2005
                                for third
                                installment for
                                second firm Vessel.

         Second Option Vessel   Payment due date      1 February 2004     U.S.$72,629,000   1 February 2006
                                for third
                                installment for
                                First Option Vessel.

         Third Option Vessel    Payment due date      1 February 2005     U.S.$78,476,900   1 February 2007
                                for third
                                installment for
                                Second Option
                                Vessel.

         Fourth Option Vessel   Payment due date      1 February 2006     U.S.$78,676,900   1 February 2008
                                for third
                                installment for
                                Third Option Vessel.
</TABLE>


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         The Contract Price for each of the Third and Fourth Option Vessels
         shall be the lesser of the Contract Prices stated above or an amount
         calculated as follows:

         For the Third Option Vessel        $75,159,000 + F1 + F2

         For the Fourth Option Vessel       $76,414,000 + F1 + F2

         Where:

          F1 = $72,650,000 x 0.38 x ((*US Dollars per Euro/0.94)-1);

          F2 = $72,650,000 x 0.18 x ((**Japan Base Steel Price/$320 per
               metric ton)-1);

          and the combined value of F1 and F2 shall never be less than zero (0).

               *    The average of the Buying and Selling exchange rate as
                    quoted in the London Financial Times as of the date when the
                    Vessel Option is exercised by SFIC.

               **   The U.S. Dollar price for Japanese Steel Plate (Export) as
                    published in the Metal Bulletin Research ("MBR") publication
                    "Steel Markets Monthly" for the month when the Vessel Option
                    is exercised by SFIC.

                    The baseline reference date shall be February 1st 2001,
                    therefore, the baseline reference price shall be U.S.$320;
                    as published in the February 2001 edition of MBR Steel
                    Markets Monthly.

         In addition, the Contract Prices for the Third and Fourth Option
         Vessels will be subject to further adjustment as agreed by and among
         SFIC, Builder and Freide & Goldman to reflect changes in Freide &
         Goldman's


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         prices for services and equipment for the Third and Fourth Option
         Vessels arising from the change in the exchange rate between the U.S.
         Dollar and the Euro.

         The above-referenced Contract Prices shall be reduced by One Million
         Four Hundred Fifty-Two Thousand United States Dollars (U.S.$1,452,000)
         in respect of each Vessel for which SFIC elects to reduce the Vessel's
         leg length by fifty-six (56) feet should SFIC give notice of such
         election to Builder no later than ninety-one (91) calendar days after
         the Construction Commencement Date for such Vessel. Should SFIC give
         the Builder later notice at any time up until the last fifty-six (56)
         feet of the leg sections begin to be installed on the Vessel, then the
         Contract Price shall be reduced by Seven Hundred Two Thousand United
         States Dollars (U.S.$702,000) and SFIC shall have ownership of the leg
         chord material with Builder having ownership of the leg bracing
         material.

         The above referenced Delivery Dates shall be accelerated in respect of
         any one or more of the Option Vessels by two (2) months should SFIC so
         elect by giving notice of such election to Builder no later than the
         Construction Commencement Date and shall be accelerated by an
         additional three (3) months (for a total of five (5) months) should
         SFIC so elect by giving notice to Builder no later than three (3)
         months before the Construction Commencement Date, always providing:

         (1)      In the event SFIC gives Builder notice no later than three (3)
                  months before the Construction Commencement Date, then SFIC's
                  first installment payment of the Contract Price to Builder
                  shall be due upon the second banking day next following either
                  the date SFIC gave Builder notice or the date of Builder's
                  delivery of the performance bond (but not the letter of
                  credit) to SFIC as required under Article XI, paragraph 2 of
                  the contract, whichever occurs later. Builder will provide the
                  letter of credit to SFIC on or before the Construction
                  Commencement Date.

         (2)      In the event SFIC gives Builder notice no later than three (3)
                  months before the Construction Commencement Date and SFIC
                  subsequently exercises its right to terminate for its
                  convenience before the Construction Commencement Date under
                  Article XI, Paragraph 4 of the contract, then SFIC shall pay
                  Builder its documented third party cancellation costs less any
                  installment payments made by SFIC to Builder. Should the
                  Installment Payments be greater than the cancellation costs,
                  then the balance shall be promptly returned to SFIC.

         (3)      The payment reduction specified in Article III, Paragraph 1(c)
                  of the contract, shall not apply unless the delivery of the
                  Vessel is delayed by more than sixty-one (61) calendar days
                  after the Delivery Date in respect of such Vessel.


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2.4      Notwithstanding the Option Deadlines, Construction Commencement Dates,
         Contract Prices and Delivery Dates specified in Clause 2.3 above, SFIC
         shall have the right, at its election, exercisable upon submission of
         written notice to Builder by the applicable Option Deadline set forth
         below, to require Builder to commence construction and deliver any one
         or more of the Option Vessels under an Accelerated Schedule as follows:

<TABLE>
<CAPTION>
                                                     CONSTRUCTION
                                 JACKUP OPTION       COMMENCEMENT        CONTRACT          DELIVERY
                                    DEADLINE             DATE             PRICE              DATE
                                 --------------     --------------    -------------     ---------------
<S>                              <C>                <C>               <C>               <C>
          First Option Vessel    1 August 2002      1 August 2002     US$72,515,250     1 June 2004

          Second Option Vessel   1 August 2003      1 August 2003     US$72,629,000     1 June 2005

          Third Option Vessel    1 January 2004     1 January 2004    US$78,476,900     1 November 2005

          Fourth Option Vessel   1 January 2005     1 January 2005    US$78,676,900     1 November 2006
</TABLE>

    Should SFIC elect to take delivery of the Third Option Vessel and/or the
Fourth Option Vessel under the Accelerated Schedule, then the Contract Price for
the Vessel(s) in respect of which SFIC so elects shall be the lesser of the
Contract Prices stated above or an amount calculated as follows:

         For the Third Option Vessel                 $74,104,000 + F1 + F2

         For the Fourth Option Vessel                $75,359,100 + F1 + F2

         Where:

          F1 = $72,650,000 x 0.38 x ((*US Dollars per Euro/0.94) - 1);

          F2 = $72,650,000 x 0.18 x ((**Japan Base Steel Price/$320 per
          metric ton) - 1);

          and the combined value of F1 and F2 shall never be less than zero (0).


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               *    An average of the Buyer and Selling exchange rate as quoted
                    in the London Financial Times as of the date when the Vessel
                    Option is exercised by SFIC.

               **   The U.S. Dollar price for Japanese Steel Plate (Export) as
                    published in the Metal Bulletin Research ("MBR") publication
                    "Steel Markets Monthly" for the month when the Vessel Option
                    is exercised by SFIC.

                    The baseline reference date shall be February 1st 2001,
                    therefore, the baseline reference price shall be U.S.$320;
                    as published in the February 2001 edition of MBR Steel
                    Markets Monthly.

         In addition, the Contract Price under the Accelerated Schedule for the
         Third and Fourth Option Vessels will be subject to further adjustment
         as agreed between SFIC, Builder and Freide & Goldman to reflect changes
         in Freide & Goldman's prices for services and equipment for the Third
         and Fourth Option Vessels arising from the change in the exchange rate
         between the U.S. Dollar and the Euro.

         The above-referenced Contract Prices shall be reduced by One Million
         Four Hundred Fifty-Two Thousand United States Dollars (U.S.$1,452,000)
         in respect of each Vessel for which SFIC elects to reduce the Vessel's
         leg length by fifty-six (56) feet should SFIC give notice of such
         election to Builder no later than ninety-one (91) calendar days after
         the Construction Commencement Date for such Vessel. Should SFIC give
         the Builder later notice at any time up until the last fifty-six (56)
         feet of the leg sections begin to be installed on the Vessel, then the
         Contract Price shall be reduced by Seven Hundred Two Thousand United
         States Dollars (U.S.$702,000) and SFIC shall have ownership of the leg
         chord material with Builder having ownership of the leg bracing
         material.

         It is agreed between SFIC and Builder that should SFIC so elect the
         Accelerated Schedule, then SFIC will require in total no greater
         security facilities from Builder by way of letters of credit and
         performance bonds than that which would have been required should SFIC
         have maintained the schedule specified in Clause 2.3. Further, the
         payment reduction specified in Article III 1(c) of the contract shall
         not apply unless the delivery of the Vessel is delayed more than
         sixty-one (61) calendar days after the Delivery Date in respect of such
         Vessel.

2.5      Notwithstanding the schedules specified in Clauses 2.3 and 2.4 above,
         SFIC shall have the right to request Builder to accelerate or delay the
         schedules of any one or more of the Vessels and both parties shall work
         together to achieve the revised schedule, providing that any
         unavoidable


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         additional cost to Builder so arising shall be reimbursed by SFIC to
         Builder on a documented cost basis.

2.6      Irrespective of which schedule SFIC elects, should Builder be in
         default under the terms of the Contracts, or under the terms of Option
         Vessel contracts or should Builder suffer delay (excepting only
         Permissible Delay) which in SFIC's reasonable opinion would adversely
         impact Builder's performance, then SFIC shall have the right, at no
         additional cost to delay the Construction Commencement Date for any
         subsequent Vessel until the default has been remedied or the delay has
         been resolved to SFIC's reasonable satisfaction.

3.       NOTICES

3.1      Every notice given under this Overall Agreement shall be in writing and
         shall be deemed given when delivered personally, by registered or
         certified mail or by facsimile/telefax to the address of the party
         receiving such notice stated below. Any notice sent by telefax shall be
         confirmed by prepaid first class letter posted as soon as practicable
         thereafter but the failure of the addressee to receive such letter
         shall not prejudice the validity or effect of such telefax notice.

3.2      Unless and until SFIC notifies the Builder to the contrary in writing,
         SFIC's address designated for the purpose of notices under this Overall
         Agreement shall be:

         Santa Fe International Corporation
         5420 LBJ Freeway, Suite 1100
         Dallas, Texas 75240 U.S.A.

         Facsimile:  972-701-7390

         Attention:  Mr. N. Pharr Smith

3.3      Unless and until the Builder notifies SFIC to the contrary in writing,
         the Builder's address designated for the purpose of notices under this
         Overall Agreement shall be:

         PPL Shipyard Pte. Ltd.
         21 Pandan Road
         Singapore 609273

         Facsimile:  (65) 2644130

         Attention:  Mr. Ong Tian Khiam


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4.       LIQUIDATED DAMAGES PAYABLE BY BUILDER

         The Builder hereby represents and warrants that no circumstances exist
         that will cause the Singapore governmental authorities to terminate the
         Builder's lease(s) for its Singapore shipyard premises while one or
         more Vessels are under construction. However, the parties hereto agree
         that if the Builder's rights under such lease(s) are lost or impaired
         for any reason other than compulsory acquisition of such property by
         Singapore governmental authorities, which loss or impairment prevents
         or interferes with Builder's performance under any contract
         contemplated by this Overall Agreement, including contracts for
         construction of the Option Vessels, then the Builder shall pay SFIC
         Fifteen Million United States Dollars (U.S.$15,000,000). It is
         understood by both parties that such payment by the Builder is by way
         of liquidated damages and not by way of penalty. However, the Builder
         shall not be required to pay such sum if the Builder meets all of its
         obligations under each contract contemplated by this Overall Agreement,
         including contracts for construction of the Option Vessels, without
         loss of quality at an alternative shipyard facility and at no
         additional cost to SFIC. The foregoing liquidated damages shall be in
         addition to and without prejudice to SFIC's rights and remedies
         elsewhere set forth in the Contracts.

5.       BUILDER'S UNDERTAKING NEW CONTRACTS

     The Builder and SFIC recognize that nearly all of the Builder's facilities,
key personnel and other resources will likely be utilized for the work to be
performed by Builder under this Agreement and Builder agrees not to undertake
any other new construction projects of a significant value during the term of
this Agreement without the prior written consent of SFIC. Should Builder wish to
undertake such a project, Builder shall so inform SFIC in a timely manner and
SFIC shall not withhold its consent unless SFIC has good reason to believe that
the quality and/or timeliness of the work to be performed by the Builder
hereunder will be adversely affected or that Builder will not be able to perform
its obligations hereunder.


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6.       GOVERNING LAW, DISPUTE AND ARBITRATION

6.1      The parties hereto agree that the validity and interpretation of this
         Overall Agreement and of each Clause and part thereof shall be governed
         by English law excluding, however, any of its conflicts of law rules or
         other provisions which may refer to the laws of another jurisdiction.
         Any claim, dispute or difference arising out of this Overall Agreement
         shall be finally resolved in accordance with the provisions of Article
         XVII - Dispute and Arbitration of the Contracts.

6.2      For the purposes of any proceedings pursuant to Clause 6.1 above, the
         parties hereby irrevocably appoint the following as their agents within
         England for the service of process:

         SFIC

         Simon Curtis
         Curtis Davis Garrard
         Bedfont Cross, Stanwell Road
         Heathrow Airport, Feltham TW14 8NY U.K.

         The Builder

         HFW Nominees Ltd.
         Marlow House
         Lloyds Avenue
         London
         EC3N 3AL U.K.

7.       TERM OF AGREEMENT

         This Overall Agreement shall remain effective until expiry of the
         warranty period for the last vessel, including any Option Vessel, built
         by the Builder for SFIC as contemplated herein unless otherwise
         mutually agreed in writing.

8.       DEBENTURE

         The Builder shall execute and deliver to SFIC the Debenture Agreement
         in the form attached hereto as Exhibit "A" contemporaneously with the
         execution by the Builder of this Overall Agreement and will register
         the particulars of the Debenture Agreement with the Registry of
         Companies and Businesses within two (2) business days after the date of
         the execution of the Debenture Agreement. SFIC shall not be obligated
         to make the 2nd installment payment of the Contract Price under that
         certain Contract for Construction and Sale of a Jack-up Drilling Unit
         dated on or


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         about 1 February 2001 for construction of the first vessel to be
         constructed by the Builder for SFIC (Hull No. 2001) until SFIC has
         received evidence satisfactory to it that the Builder has executed an
         assignment (the "Assignment") of the Building Agreement dated January
         1, 2000, made between Jurong Town Corporation and the Builder and a
         mortgage in escrow, each in such form as may be acceptable to SFIC,
         together with all other documents which may be required or necessary
         for the purposes of perfecting the Assignment (including the
         registration of the particulars of the Assignment with the Registry of
         Companies and Businesses). The Builder shall be solely responsible for
         securing all governmental and other approvals and taking all other
         actions as may be necessary from time to time to give full force and
         effect to and maintain the terms and conditions of such Debenture
         Agreement.

         In this regard, the Builder hereby undertakes, represents and warrants
         that it shall comply with all of the terms and conditions of the
         Debenture Agreement.

9.       PUBLICITY RELEASES

         The provisions addressing publicity releases contained in Article XXVI
         of the Contracts shall be deemed set forth herein mutatis mutandis and
         shall apply equally to this Overall Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Overall Agreement to be
duly executed with effect as of the day and year first above written.

SIGNED BY                               )
on behalf of                            )
SANTA FE INTERNATIONAL CORPORATION      )
in the presence of:                     )

SIGNED BY                               )
on behalf of                            )
PPL SHIPYARD PTE. LTD.                  )
in the presence of:                     )


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Santa Fe International Corporation undertakes, upon the request of the
Securities and Exchange Commission, to file the appendix to the foregoing
agreement that is not included in the filing.


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