Exhibit 10.165

                             FIRST NAVAL MORTGAGE


            The  First   Naval  Mortgage   (this   Mortgage ),   made  as   of
December 14, 1996,  by TRB  HOLDING CORPORATION,  a Delaware corporation  (the
 Mortgagor ),   whose  address   is   901 Threadneedle,  Suite 200,   Houston,
Texas 77079, to NISSHO IWAI EUROPE PLC, an  English corporation, whose address
is  Bastion House,  140 London  Wall, London,  EC2Y  SJT, United  Kingdom (the
 Lender );

                                   WHEREAS:
            1.    Mortgagor  is the  sole owner of  the whole  of that certain
vessel known as  Seillean , Gross Register Tons (GRT): 50,928.00; Net Register
Tons: 15,278.00, Length: 236.47 meters, Width: 37 meters, Depth: 19.80 meters,
Permanent Navigation  Patent No.  23272-96, Radio  Call Letters:  3FPF6,   and
Registration  No.  25519-PEXT, and  with the  home  port of  Panama  City, the
Republic of Panama (the  Vessel ); and

            2.    Britoil  PLC,  a company  organized  under the  laws  of the
United  Kingdom   ( Britoil ),  for  itself   and  on  behalf  of   the  Donan
Participants,  as  defined  therein,  and  BP  Exploration  Operating  Company
Limited, an  English limited  liability  company ( BP ),  entered into    that
Amended Agreement dated March  30, 1995, as amended, supplemented  and novated
by the Novation Agreement  dated July 10, 1996  among Britoil, BP and  Britoil
(Beta) Limited,  an English limited liability company  ( Britoil (Beta) ) (the
 Amended Agreement ); and 

            3.    Reading & Bates (U.K.) Limited, an English limited liability
company  (the   Charterer ),  has  assumed  all  of  the  rights,  duties  and
obligations  of Britoil    (Beta) to  the  Amended Agreement  pursuant  to the
Novation  Agreement dated August  30, 1996  among Britoil, Britoil  (Beta) and
Charterer (the  Donan Charter Agreement ); and

            4.    Reading & Bates Development  Co. ( RBDC ) bareboat chartered
the Vessel to Charterer pursuant to the Bareboat Charter between Charterer and
RBDC,  dated August  30, 1996  (the  Bareboat  Charter ), in  order to  permit
Charterer to operate the vessel and to fulfill its obligations under the Donan
Charter Agreement; and 

            5.    Mortgagor,  Charterer  and  Lender  entered  into  the  Loan
Agreement  (the  Loan Agreement )  dated as  of December 14, 1996  whereby the
Lender agreed to lend the  Mortgagor certain sums (the  Loans ) to  be secured
by the  Vessel and all rights of  the Mortgagor therein, a copy  of which Loan
Agreement is  attached hereto and made a part  hereof, it has been also agreed
by the parties  hereto that said Agreement will be  deposited at the pertinent
protocol of the corresponding Notarial Instrument whereby this First Preferred
Ship Mortgage  is protocoloized before the  Notary Eleventh of the  Circuit of
the City  of Panama,  Republic of  Panama consequently,  and in  compliance of
contents of  Article 1515 of the  Code of Commerce of the  Republic of Panama,
the principal amount secured by this mortgage is THIRTY-EIGHT MILLION AMERICAN
STATES  DOLLARS  (US$38,000,000.00).    In  addition,  this  Mortgage  secures
interest on the principal  amount and all obligations relating  thereto as the
Mortgagor  may be obligated to pay or  perform under the covenants, terms, and
conditions in the  Promissory Note, the Loan Agreement,  this Mortgage and the
documents executed in connection therewith.  The maturity date of the mortgage
which includes payment  of principal and  interest is January  15, 2002.   The
corresponding  interest  rate  is  calculated in  accordance  with  Exhibit  A
attached  hereto and made a part hereof.   For all legal purposes, the text of
the Loan Agreement hereby referred to will constitute the final and definitive
guide for determining the exact amount of capital and interests secured by the
present mortgage; and

            6.    Pursuant to the Loan  Agreement, the Mortgagor executed  and
delivered to  the Lender  its Promissory  Note (the   Promissory Note )  dated
December 14, 1996, a copy of which is attached hereto and  made a part hereof,
in the original principal amount of Thirty-Eight Million United States Dollars
(U.S.  $38,000,000.00).  Maturity  dates on which capital  and interest of the
mortgage must be paid as well as interest  rate agreed to are those stipulated
in the referred Promissory Note; and

            7.    As  a condition  precedent to the  Lender entering  into the
Loan Agreement, the  Lender has required that Mortgagor  executes and delivers
this Mortgage  in order  to secure  payment and performance  of the  principal
amount  of the  Promissory  Note plus  interest  thereon  and all  obligations
relating thereto as the Mortgagor may be obligated to pay or perform under the
covenants, terms, and conditions in  the Promissory Note, the Loan  Agreement,
this   Mortgage   and  the   documents   executed   in  connection   therewith
(collectively, the  Obligations ); and

            8.    Charterer will derive substantial benefit from the Mortgagor
obtaining the Loans and charterer s  fulfillment of its obligations under  the
Donan Charter Agreement.

            NOW, THEREFORE, THIS MORTGAGE WITNESSETH:

            That  in  consideration of  the  premises and  of  other good  and
valuable  considerations, the  receipt  of which  is  hereby acknowledged,  to
secure and guarantee  the payment on demand of   the Obligations the Mortgagor
hereby executes  and  constitutes  a  first and  absolute  naval  mortgage  in
accordance with the provisions of  Chapter V, Title IV of Book II  of the Code
of  Commerce,  and the  pertinent  provisions  of  the  Civil Code  and  other
legislation of the  Republic of Panama, upon the Vessel,  including all masts,
boilers,   cables,  engines,  machinery,  bowsprits,  sails,  rigging,  boats,
anchors, chains, tackle, apparel, furniture, fittings, tools, pumps, equipment
and  supplies,  and all  other  appurtenances and  accessories  and additions,
improvements and replacements now  or hereafter belonging thereto, whether  or
not removed  therefrom, property  of  the shipowner,  of Panamanian  flag  and
registry; 

            TO  HAVE AND TO  HOLD all and singular  the above described Vessel
unto the Lender, its successors and assigns, forever;

            PROVIDED,  HOWEVER, that if  Mortgagor, its  successors or assigns
shall  perform,  discharge  and  observe  all  and  singular  the  terms,  the
Obligations  and the other covenants and agreements herein, then this Mortgage
shall cease, otherwise to remain in full force and affect.

            The  Mortgagor  agrees  to  pay and  to  perform  and  observe the
Obligations in accordance  with their  terms and  to hold  the Vessel  subject
thereto.

                                  ARTICLE I.

                     Particular Covenants of the Mortgagor

            The Mortgagor covenants and agrees as follows: 
            1.    Mortgagor is  and shall continue to  be entitled to  own the
Vessel  out of  the home  port of Panama  City, the  Republic of  Panama.  All
action necessary for  the execution, delivery and  validity hereof and of  the
Promissory Note and the Loan Agreement  has been duly taken; and the Mortgagor
agrees to  faithfully comply  with the  provisions hereof  and thereof  in all
material  respects.  Mortgagor is duly organized  and is and shall continue in
good standing under the laws of the Delaware and authorized to do business and
in good standing.

            2.    Mortgagor lawfully owns and  possesses the Vessel free  from
all liens  and encumbrances whatsoever (other than  this Mortgage and the lien
of Donan  Charter Agreement), except  those of the Mortgagor  and as otherwise
may hereinbelow  be  specified and  shall  warrant  and defend  title  to  and
possession of all and every part thereof for the benefit of the Lender against
all persons  whomever.  The Mortgagor shall not set  up against the  Lender or
any assignee of this Mortgage any claim of the Mortgagor against the Lender or
assignee under any past or future transaction.

            3.    INTENTIONALLY DELETED

            4.    Mortgagor  shall comply  with and  not cause  or  permit the
Vessel  to  be operated  contrary  to any  provisions  of the  laws, treaties,
conventions, rules,  regulations and  orders of  the Republic  of Panama,  the
United States and  any other jurisdiction wherein  operated, except where  the
failure to so comply might reasonably  be expected to have a material  adverse
effect  on the Vessel  (or the Mortgagor s  financial condition, prospects, or
business).  Mortgagor shall do  everything necessary to establish and maintain
this Mortgage as a First Preferred Mortgage on the Vessel.

            5.    Neither  the Mortgagor, Agent,  Master nor  any charterer of
the Vessel has or shall have any right, power or authority to create, incur or
permit  to be placed  or imposed on  the Vessel or  any part thereof  any lien
whatsoever other than  to the Lender or  for crew s wages or salvage  or other
Permitted Liens (as defined in the Loan Agreement).

            6.    A proper certified copy of this  Mortgage and any supplement
thereto  shall be  carried with the  Vessel s papers  on board the  Vessel and
shall be exhibited, on demand,  to any person having business with  the Vessel
or to any representative of the Lender, and  a notice in plain writing of such
size that the paragraph  of reading matter shall  cover a space not less  than
six inches  high nor  less than  nine inches  wide shall  be  placed and  kept
prominently displayed  in  the pilot  house, in  the chart  room,  and in  the
master s  cabin of  the  Vessel.   Such  notice  shall read  substantially  as
follows:

                              NOTICE OF MORTGAGE 

             This vessel is owned by TRB HOLDING CORPORATION and is subject to
a First Preferred  Mortgage, dated December 14, 1996  in favor of  NISSHO IWAI
EUROPE PLC.  Under the term of the First Preferred Mortgage neither the owner,
any  charterer, the master of the vessel, nor  any other person shall have the
right, power or authority to create, incur, or permit to be placed or  imposed
on the vessel any lien whatsoever, other than for crew s wages or salvage. 
            7.    Mortgagor shall  pay and discharge, or cause  to be paid and
discharged, when due and  payable, from time to time, all  taxes, assessments,
government  charges, fines  and penalties  lawfully imposed  on the  Vessel in
accordance  with the Loan  Agreement.  If  a libel shall  be filed against the
Vessel,  or if  the Vessel  shall be  levied  upon or  taken into  custody, or
detained by any  proceeding in any court or tribunal, or by any government, of
any other authority,  Mortgagor, within  15 days thereafter,  shall cause  the
Vessel to be  released and any lien  thereon, other than this  Mortgage, to be
discharged.  In the event the Vessel is levied upon, or taken into custody, or
detained by  any authority  whatsoever, Mortgagor  agrees forthwith  to notify
Lender, by telegram, confirmed by letter, at its office.

            8.    Lender shall  have  the right  of  any time,  on  reasonable
notice  and  without  unreasonable  disruption  and  subject  to  any required
governmental approvals or  approvals of Britoil or other client  for which the
Vessel is  operating,  to  inspect  or  survey the  Vessel  to  ascertain  her
condition and to satisfy itself that the Vessel is being properly repaired and
maintained,  and Mortgagor  shall cause to  be made all  such repairs, without
expense  to Lender,  as such  inspection or  survey may  show to  be required.
Mortgagor shall also permit Lender to inspect the Vessel s logs and to examine
Mortgagor s accounts and records  relating to the Vessel, whenever  requested,
on reasonable notice, and shall furnish Lender with full information regarding
any casualty or other accident or damage to the Vessel involving  an amount in
excess of U.S. $ 500,0000.   Mortgagor shall certify quarterly and,  if Lender
requests, monthly, that all wages and other claims whatsoever which might have
given rise to a lien upon the Vessel have been paid.

            9.    Mortgager  shall not sell, transfer, mortgage or charter the
Vessel  in any  manner without  the written  consent of  Lender first  had and
obtained, and any such written consent to any such sale, mortgage, transfer or
charter, except as permitted  under the Loan  Agreement.  Any sale,  mortgage,
transfer or charter of the Vessel  shall be subject to the provisions of  this
Mortgage and the lien it creates.  Mortgager covenants that it shall not merge
or  consolidate with any  other firm  or corporation,  or dissolve,  except as
permitted under the Loan Agreement.

            10.   So long  as this Mortgage  is outstanding, the  Vessel shall
remain documented under the laws of the Republic of Panama.  In the event this
Mortgage or  any provision  thereof shall  be deemed invalid,  in whole  or in
part, by  reason of any present  or future law or  governmental regulation, or
any decision of any authoritative court, or, if the documents at any time held
by Lender be deemed by  Lender, for any reason, insufficient to  carry out the
true  intent and spirit of  this Mortgage, then, from  time to time, Mortgagor
shall  execute  and  deliver,  on  its  own  behalf  such  other  and  further
instruments,  documents or  assurances, as  in the  opinion of  Lender may  be
required,  to more  effectively  subject  the Vessel  to  the  payment of  the
principal sum of the  mortgage debt, together with  interest thereon, and  the
performance of the terms and provisions of this Mortgage and to effectuate any
sale of the Vessel provided for in the event of default under this Mortgage as
more fully described below.

                                  ARTICLE II
                                    Default

            1.    In any one  or more of the  following events, herein  termed
 events of default :

            The occurrence of an Event of Default under the Loan Agreement, or
in the  due and punctual performance of any provision  of Sections  4, 5, 6, 8
and 10  of Article I  hereof, or  an attempt  to violate  Sections 4 or  10 of
Article I  hereof,  or  default  continuing   for  thirty  (30)  days  in  the
performance  of  any  other  covenant herein,  then  during  the  continuation
thereof, Lender may:

            (a)   Declare all the then  unpaid indebtedness hereby secured  to
be due and  payable immediately except that no declaration  shall be necessary
in  the  event  of  either  Mortgager  being  adjudicatedly  bankrupt  or  the
substantial equivalent  under whatever  local proceedings  may be  applicable,
becoming insolvent, or admitting  in writing its inability to pay its debts as
they fall  due, having a receiver or trustee appointed of or in respect of its
property or business or  any substantial part thereof or  making an assignment
of creditors;

            (b)   Recover judgment  for, and  collect out of  any property  of
Mortgagor,  any amount  hereby  or otherwise  due hereunder;  and  collect all
earned charter hire and  freight monies relating to services performed  by the
Vessel,  Mortgagor hereby  assigning to  Lender such  earned charter  hire and
freight monies then owing;

            (c)   Retake the Vessel without legal process at any time wherever
the same may be, and, without being  responsible for loss or damage, hold  and
in Lender s,  Charterer s  or   Mortgagor s name  lease,  charter, operate  or
otherwise  use the Vessel for such  time and on such terms  as Lender may deem
advisable, being accountable  for net profits, if  any, and with the  right to
dock  the Vessel  free  of charge  at  Mortgagor s  premises or  elsewhere  at
Mortgagor s expense; or  sell the Vessel, free from any  claim by Mortgagor of
any nature whatsoever, in the manner provided by law; to  the extent permitted
by law, such sale may be public or private, without notice, without having the
Vessel present, and Lender may become the purchase; 

            (d)   Exercise all  of the rights and remedies  in foreclosure and
otherwise given to  the mortgagees by the  provisions of the law  of Panama or
any other jurisdiction where the Vessel may be found;

            (e)   Bring  suit  at law,  in equity  or in  admiralty as  may be
advised  to  recover the  judgment  for  the indebtedness  hereby  secured and
collected  the same  out  of any  and all  property of  the  Mortgagor whether
covered by this Mortgage or otherwise; 

            (f)   Exercise any other right or  remedy provided for in the Loan
Agreement, at law or in equity.

            For  such  purpose Lender  and its  agents are  hereby irrevocably
appointed the  true and lawful  attorneys of Mortgagor  in the name  and stead
either Mortgager to make all necessary transfers of the Vessel thus sold.

            2.    In  the event that the Vessel  shall be arrested or detained
by  any officer  of any  court  or by  any other  authority,  Mortgagor hereby
authorize Lender, its officers, representatives and appointees, in the name of
Charterer, Mortgagor or  Lender, to receive or to take possession thereof, and
to defend any action and discharge any lien.

            3.    Each and every power or  remedy herein given to Lender shall
be cumulative,  and in  addition to  all powers or  remedies now  or hereafter
existing in admiralty,  in equity, at law or by statute,  and may be exercised
as often as may be deemed expedient by Lender.  No delay or omission by Lender
shall impair any right,  power or remedy, and  no waiver of any default  shall
waive any  other default.   In  any suit  Lender shall  be entitled  to obtain
appointment of  a receiver of the  Vessel and the earnings  thereof, who shall
have full  rights and powers to  use and operate  the Vessel, and to  obtain a
decree ordering and directing the sale and disposition thereof.

            4.    The  net proceeds  of any  judicial or  other sale,  and any
lease, charter, management,  operations or other use of  the Vessel by Lender,
of  any claim  for damages,  of any  judgment, and  any insurance  received by
Lender  (except to  the extent  paid  to Mortgagor  or applied  in payment  of
repairs or otherwise for Mortgagor s benefit) shall be applied as follows:

            FIRST:   To the  payment of all  reasonable attorneys  fees, court
costs, and any  other expenses, losses, charges, damages  incurred or advances
made  by Lender  in the  protection  of its  rights or  caused by  Mortgagor s
default hereunder or under the note secured hereby, with interest on  all such
amounts  at the Overdue Interest Rate (as  defined in the Loan Agreement); and
to provide adequate indemnity  against any liens for which  priority over this
Mortgage is claimed;

            SECOND:  To the  payment of all interest,  to date of payment,  on
the Promissory Note and  any or all other sums  secured hereby, and as to  any
balance  of  such  proceeds,  to  the  payment  next  of  any  or all  matured
installments of principal in the inverse order of their maturity.

            Lender shall be entitled to collect any deficiency from Mortgagor.
Mortgagor shall be entitled to any surplus.

            5.    All advances and expenditures which Lender in its discretion
may make for  repairs, insurance, payment of liens or other claims, defense of
suits, or for any other  purpose whatsoever related hereto or to  the note and
all damages sustained by Lender because of defaults, shall be repaid Mortgagor
on demand the Overdue Interest Rate and until so paid shall be a debt due from
Mortgagor to Lender secured by the lien hereof.  Lender shall not be obligated
to  make any  such  advances or  expenditures, nor  shall  the making  thereof
relieve Mortgagor of any obligation or default with respect thereto.

                                  ARTICLE III

                           Possession Until Default

            Until one or more of the events of default hereinbefore described,
Mortgagor  shall be  permitted  to retain  actual  possession and  use of  the
Vessel.

                                  ARTICLE IV

                               Sundry Provisions

            1.    All  notices to  the parties  hereto shall  be given  at the
addresses and in the manner set forth in Section 9.02 of the Loan Agreement.  

            2.    All covenants and  agreements of Mortgagor herein  contained
shall  bind Mortgagor,  its  successors and  assigns, and  shall inure  to the
benefit  of Lender and  its successors and assigns.   Following any assignment
hereof,  any reference  herein to   Lender  shall  be deemed  to refer  to the
assignee.

            3.    If  any provision  of this  Mortgage be  held to  be invalid
under the provisions  of any applicable law,  such invalid provision  shall be
deemed deleted from this Mortgage but  the validity of the Mortgage shall  not
otherwise be affected.

            4.    Mortgagor and Lender confer a Special Power of Attorney with
right of substitution upon  Messrs. ICAZA, GONZALEZ-RUIZ & ALEMAN, a  law firm
domiciled  in the  City of Panama,  Republic of  Panama to  take all necessary
steps to record this instrument of  mortgage in the Public Registry Office  of
the  Republic  of  Panama,  and  do whatsoever  said  law  firm  may  consider
appropriate for the fulfillment of any  and all laws and regulations governing
the ship mortgage in the Republic of Panama.

            IN  WITNESS WHEREOF,  on the  day  and year  first above  written,
Mortgagor has caused this Mortgage to be duly executed in its name.

                                    TRB HOLDING CORPORATION


                                    By:                                       
                                    Name:                                     
                                    Title:                                    





                             NOTARIAL CERTIFICATE

            I, the undersigned, NOTARY  PUBLIC, duly authorized, admitted  and
sworn, residing and practicing in Houston, Harris County, Texas, U.S.A.,

DO HEREBY CERTIFY THAT:

      1.    ___________________________________,  as _____________________  of
the  above  mentioned  corporation  did sign  and  deliver  the  above written
mortgage  in  my  presence  and that  the  signature  appearing  above is  his
authentic signature.

      2.    Sufficient  proof  has   been  produced  to   me  that  the   said
_________________________ has  power to execute said mortgage on behalf of the
corporation.      I   further   certify    that   the   above   signature   of
____________________________ was set thereon in my presence and is, therefore,
authentic.

            IN  TESTIMONY  WHEREOF, I  have  hereunto subscribed  my  name and
affixed my seal of  office this _________ day of __________ in the year of Our
Lord One thousand nine hundred ninety-seven.


                                                                              
                                          Notary Public


                            ACCEPTANCE OF MORTGAGE

            I,  the undersigned,  as ________________________  of NISSHO  IWAI
EUROPE, PLC., referred to  as the  Lender  in  the above First Preferred  Ship
Mortgage on  the m.v.  Seillean , hereby  ACCEPTS for all  legal purposes said
First Preferred Ship Mortgage on behalf of the  Lender .

Date:                               NISSHO IWAI EUROPE PLC.


                                    By:                                       
                                    Name:                                     
                                    Title:                                    




                NOTARIAL CERTIFICATE OF ACCEPTANCE OF MORTGAGE

            I, the undersigned, NOTARY  PUBLIC, duly authorized, admitted  and
sworn, residing and practicing in Houston, Harris County, Texas, U.S.A.,

DO HEREBY CERTIFY THAT:

      1.    ___________________________________,  as _____________________  of
the above mentioned corporation did sign and accept the above written mortgage
in  my presence  and  that  the signature  appearing  above is  his  authentic
signature.

      2.    Sufficient  proof  has   been  produced  to   me  that  the   said
_________________________ has  power to execute said mortgage on behalf of the
corporation.      I   further   certify    that   the   above   signature   of
____________________________ was set thereon in my presence and is, therefore,
authentic.

            IN  TESTIMONY  WHEREOF, I  have  hereunto subscribed  my  name and
affixed my seal of  office this _________ day of __________ in the year of Our
Lord One thousand nine hundred ninety-seven.


                                                                              
                                          Notary Public





                                   Exhibit A

                       Payments; Calculation of Interest

Payments:

The Mortgagor shall repay the Loan on each Repayment Date. 

Calculation of Interest:

            (a)   The Mortgagor shall pay to the Lender interest on the unpaid
principal amount of the Loan for the period commencing on the date the Loan is
made to but excluding the date the Loan  shall be paid in full, at a rate  per
annum equal to the lesser of (i) LIBOR plus the then Applicable Margin or (ii)
the Maximum Rate.

            (b)   Notwithstanding any of the foregoing, the Mortgagor will pay
to  the Lender interest  at a rate  per annum equal  to the lesser  of (i) the
applicable Overdue Interest Rate or (ii) the Maximum Rate on any principal of,
or interest on,  the Loan and  on any  other amount payable  by the  Mortgagor
under the Loan Agreement to  or for the account of the Lender, which shall not
be paid  in full  when due  (whether at  stated maturity,  by acceleration  or
otherwise and whether  the failure to make such  payment constitutes a default
or event  of default  under the  Loan Agreement, regardless  of the  giving or
receipt of notice or the lapse of any applicable cure period), for the  period
commencing on the due date thereof until the same is paid in full.

            (c)   Interest shall  be computed on  the basis  of a year  of 360
days for actual  days elapsed (including the first day  but excluding the last
day) occurring  in the period for which such  amounts are payable, unless such
calculation would  exceed the  Maximum Rate, in  which case interest  shall be
calculated  on the per annum basis  of a year of 365  or 366 days, as the case
may be.

             Applicable Margin  means 2% per annum. 

             Interest Period  means the period commencing on the date that  an
advance of the Loan is (a) made or (b) continued, and ending on the  fifteenth
(15th) calendar  day in  the next  month thereafter,  provided that  the first
interest period shall end  on February 15, 1997.  If such fifteenth (15th) day
is not  a business  day, the  Interest Period  shall be  extended to  the next
succeeding business day.

             LIBOR   means,  for each  Interest  Period,  the arithmetic  mean
(rounded upward, if necessary, to the nearest whole multiple of 1/16 of 1%) of
the one-month London  Inter-Bank Offered Rates  for deposits in United  States
Dollars  as quoted  on Reuters  monitor page   LIBO  at  or about  11:00 a.m.,
London time  on the  date that is  two (2) London  business days prior  to the
first day of such Interest Period.  If only one such rate appears, LIBOR shall
be such  rate.   If no  such rates appear,  LIBOR shall  be the  rate (rounded
upwards if necessary to the nearest one sixteenth of one per cent) in  respect
of any Interest Period determined  by the Lender on the basis of  the rates at
which deposits in Dollars  are offered by the reference bank at or about 11:00
a.m., London time, on  the day that is two  (2) London business days  prior to
the first day of such Interest Period or such other relevant period or at such
date, to prime banks  in London interbank market  for one (1) month  period on
that Interest Payment Date and in amount equal to the outstanding Loan balance
(after giving effect to any advance) or such other relevant amount outstanding
as of the first day of such Interest Period or such other relevant period.

             Maximum Rate   means the  maximum non-usurious  rate of  interest
permitted by applicable law.

             Overdue  Interest Rate  means, in respect of any principal of, or
interest on, the  Loan or any other amount payable by  the Mortgagor under any
loan  document which  is not  paid when  due (whether  at stated  maturity, by
acceleration  or otherwise), a rate per  annum during the period commencing on
the  due date until such amount  is paid in full equal to  the sum of LIBOR in
effect for such period plus 5% per annum.

             Repayment Date  means the last day of each Interest Period, until
an event of default occurs under the Loan Agreement.