Exhibit 10.166

               COLLATERAL ASSIGNMENT OF DEPOSIT ACCOUNT, PLEDGE
                            AND SECURITY AGREEMENT


            This COLLATERAL ASSIGNMENT OF DEPOSIT ACCOUNT, PLEDGE AND SECURITY
AGREEMENT  (this  Agreement )  dated as  of December  14, 1996 is  between TRB
HOLDING CORPORATION, a Delaware corporation  (the  Grantor ), and NISSHO  IWAI
EUROPE PLC, an English  public liability company (the  Secured  Party ), SANWA
BANK TRUST COMPANY OF NEW YORK  (the  Depositary ), and READING & BATES (U.K.)
LIMITED, an English limited liability company( RB (U.K.) ).


                                   RECITALS

            WHEREAS,  the Secured Party has made loans to the Grantor pursuant
to  the Loan  Agreement dated as  of even  date herewith among  RB (U.K.), the
Grantor and the Secured Party (such Agreement, as it may be amended, restated,
supplemented, extended, renewed or otherwise modified from time to time, being
the  Loan Agreement );

            WHEREAS, it is a  condition precedent to the effectiveness  of the
Loan  Agreement  that  the Grantor  shall  have  executed  and delivered  this
Agreement,

            NOW, THEREFORE, in consideration of the premises and of the mutual
covenants  contained herein and for other good and valuable consideration, the
receipt  and sufficiency  of which  are hereby acknowledged,  and in  order to
induce  the Secured  Party to  make the  loans under  the Loan  Agreement, the
Grantor, the Depositary and the Secured Party hereby agree as follows:

            SECTION 1.  Defined Terms and Related Matters.

            (a)   The words   hereof ,  herein   and  hereunder  and  words of
      similar import  when  used  in  this  Agreement   shall  refer  to  this
      Agreement  as a  whole  and  not to  any  particular  provision of  this
      Agreement.

            (b)   Unless otherwise  defined herein  or in the  Loan Agreement,
      the terms defined in Article 9 of the Uniform Commercial Code as enacted
      in the State of New York (the  UCC ) are used herein as therein defined.

            (c)   All  capitalized  terms  used  herein,  unless  specifically
      otherwise defined, shall have the  respective meanings ascribed to  them
      in the Loan Agreement.  

            SECTION 2.  Grant of Security Interests.   Each of the Grantor and
RB (U.K.)  hereby pledges and assigns  as collateral to the  Secured Party and
grants to the Secured Party a security interest in all of its right, title and
interest  in and to the  following collateral, whether  now owned or hereafter
arising or acquired (the  Collateral ):

            (i)   that certain deposit account number 618727 in the name 
      of  SBT-TRB  Holding Corp. NIEP Escrow Account   maintained at the
      Depositary and which pursuant to Section 5(a) herein, is under the
      exclusive  direction, dominion  and control  of the  Secured Party
      (the   Dollar  Collateral  Account ),  and  all  certificates  and
      instruments, if any, from time to time representing  or evidencing
      the Dollar  Collateral Account  and all amounts  deposited in  the
      Dollar  Collateral Account from time to time and all other deposit
      accounts from time  to time maintained at the Depositary or at any
      other institution, in connection with the Loan Agreement; 

            (ii)  that certain  deposit account  number   618727 in  the
      name of  SBT-TRB Holding Corp.  NIEP Escrow Account  maintained at
      the Depositary and which pursuant to Section 5(a) herein, is under
      the exclusive direction, dominion and control of the Secured Party
      (the  Sterling  Collateral Account   and together with  the Dollar
      Collateral   Account,  the    Collateral   Accounts ),   and   all
      certificates  and   instruments,  if   any,  from  time   to  time
      representing or evidencing the Sterling Collateral Account and all
      amounts deposited in the Sterling Collateral Account from time  to
      time and all other  deposit accounts from time to  time maintained
      at  the Depositary or at any other institution, in connection with
      the Loan Agreement; and 

            (iii) that certain deposit account number 619121 in the name
      of   SBT-TRB-NIEP-Dry Docking  Expense Account  maintained  at the
      Depositary in sterling  pounds and which pursuant  to Section 5(a)
      herein, is under the exclusive direction, dominion  and control of
      the  Secured Party  (the  Dry Docking  Expense Account ),  and all
      certificates  and   instruments,  if   any,  from  time   to  time
      representing or evidencing the Dry Docking Expense Account and all
      amounts  deposited in the Dry Docking Expense Account from time to
      time and all other  deposit accounts from time to  time maintained
      at  the Depositary or at any other institution, in connection with
      the Loan Agreement; and

            (iv)  all  notes,   certificates   of  deposit   and   other
      instruments and  amounts from time to time  hereafter delivered to
      or  otherwise possessed by  the Secured Party for  or on behalf of
      the Grantor  in substitution for or  in addition to any  or all of
      the then existing Collateral; and 

            (v)   all  interest, dividends, cash,  instruments and other
      property, if  any,  from  time to  time  received,  receivable  or
      otherwise distributed in respect of or in exchange for  any or all
      of the then existing Collateral; and 

            (vi)  to the extent not  covered by clauses (i) through  (v)
      above, all proceeds of any or all of the foregoing Collateral.  

            SECTION 3.  Security for Obligations.   This Agreement secures the
prompt and  complete (a) payment  of all  obligations  of the  Grantor and  RB
(U.K.) now  or hereafter existing under  the Note, the Loan  Agreement and the
other Loan Documents, as  each may be  modified, amended, extended or  renewed
from time  to time; and (b) performance  and observance by the  Grantor and RB
(U.K.) of all  covenants and  conditions contained in  the Loan Documents,  as
each  may  be  modified,  amended,  extended or  renewed  from  time  to  time
(including, without limitation, the covenants and conditions contained herein)
(all such  obligations, covenants  and conditions described  in the  foregoing
clauses  (a)  and (b)),  whether for  principal,  interest, fees,  expenses or
otherwise, being hereinafter collectively referred to as the  Obligations ).

            SECTION 4.  Representations and  Warranties.  Each of  the Grantor
and RB (U.K.) hereby represents and  warrants to the Secured Party (for itself
only) as follows:

            (a)   Such  Person owns the Collateral free and clear of any Liens
      thereon,  other  than  the  pledge,  assignment  and  security  interest
      hereunder. 

            (b)   Such  Person has  the legal  right to  pledge and  assign as
      collateral to the Secured Party the Collateral.

            (c)   This Agreement is effective to  create a valid and perfected
      Lien on the funds on deposit in the Collateral Accounts, the Dry Docking
      Expense  Account and the Collateral and constitutes the legal, valid and
      binding  obligation of such  Person, enforceable in  accordance with its
      terms,   except  as  the  enforceability   thereof  may  be  limited  by
      bankruptcy, insolvency, reorganization  or moratorium  or other  similar
      laws relating to the  enforcement of creditors  rights generally  and by
      general equitable principles.

            SECTION  5.  Certain  Covenants of  Grantor.    From the  date  of
execution hereof until the Obligations and all other amounts due hereunder and
under the other  Loan Documents are paid  in full and the Commitments  and all
other obligations  of the Secured  Party under the Loan  Agreement are finally
terminated:

            (a)   The Grantor will maintain  the Collateral Accounts and
      the  Dry Docking Expense Account at the Depositary and the Grantor
      agrees that  the Collateral Accounts  and the Dry  Docking Expense
      Account shall  at all times be maintained  with, and be within the
      sole dominion and control of, the Secured Party in accordance with
      the terms of this Agreement.

            (b)   All  certificates or instruments, if any, representing
      or evidencing the Collateral shall be delivered to and  held by or
      on  behalf of the  Secured Party pursuant  hereto and shall  be in
      suitable form for transfer by delivery, or shall be accompanied by
      duly executed  instruments of transfer or assignment in blank, all
      in form and substance satisfactory to the Secured Party.  Upon the
      occurrence and during  the continuance  of a Default  or Event  of
      Default, the Secured  Party shall have  the right, at any  time in
      its discretion and without  notice to the Grantor, to  transfer to
      or to  register in  the name of  the Secured  Party or any  of its
      nominees any or  all of the Collateral.   In addition, the Secured
      Party  shall have  the right at  any time upon  the occurrence and
      during  the  continuance  of a  Default  or  Event  of Default  to
      exchange  certificates or  instruments representing  or evidencing
      Collateral for  certificates or  instruments of smaller  or larger
      denominations.

            (c)   The  Grantor agrees  to take  all additional  measures
      which are reasonably necessary in the opinion of the Secured Party
      to  protect the  security interests granted  herein.   The Grantor
      further  agrees that  from  time to  time, at  the expense  of the
      Grantor, the Grantor will promptly execute and deliver all further
      instruments and documents, and take all further action that may be
      reasonably  necessary or desirable, or that  the Secured Party may
      reasonably request, in  order to perfect and protect  any security
      interests granted or purported to be granted hereby and to perfect
      any security  interests granted  hereby or  to enable  the Secured
      Party  to exercise and  enforce its rights  and remedies hereunder
      with respect to any of the Collateral.

            (d)   The Grantor will furnish to  the Secured Party and the
      Depositary  from time  to  time statements  and schedules  further
      identifying and  describing the Collateral and  such other reports
      in connection  with  the  Collateral  as  the  Secured  Party  may
      reasonably request, all in reasonable detail.

            (e)   The Grantor shall pay  prior to delinquency all taxes,
      charges, Liens and assessments against the Collateral or any  part
      thereof.

            SECTION 6.  Liens, Other Transfers and Transfer Instructions.  (a)
Except as set forth in this  Section 6, (i) none of the Grantor, RB (U.K.)  or
the Depositary  shall  sell,  assign,  or otherwise  dispose  of  any  of  the
Collateral, or withdraw or transfer any funds from the Collateral Accounts  or
the Dry Docking Expense Account or create or suffer  to exist any Lien upon or
with respect  to any of  the Collateral  and (ii) no amount  shall be paid  or
released to or for the account of, or withdrawn  by or for the account of, the
Grantor, RB (U.K.) or any other  person or entity from the Collateral Accounts
or the Dry Docking Expense Account.

            (b)   Prior to the occurrence of any Event of Default and delivery
of a notice thereof to the Depositary, the Depositary shall transfer collected
funds in the Collateral Accounts on the fifteenth (15th) day  of each calendar
month (unless such day is not a  Business Day, in which case such funds  shall
be transferred on  the next succeeding Business Day)  (the  Transfer Date ) as
follows:

            (i)   To  the   Dollar  Collateral   Account  from  the   Sterling
      Collateral Account as set  forth in the Collateral  Account Instructions
      (as  defined below) delivered to the Depositary pursuant to Section 6(d)
      for such month;

            (ii)  To the  Secured Party at its account  number 15012511 at The
      Chase  Manhattan  Bank  N.A.,  London Branch,  Woolgate  House,  Coleman
      Street, London  EC2P 2HD,  England or  such other  account of which  the
      Secured Party may  notify the Depositary in writing, in  an amount equal
      to the amount set forth in the Collateral Account Instructions delivered
      to the  Depositary pursuant to Section 6(d) for such month that shall be
      paid to the Secured Party to be applied to the Obligations;

            (iii) To RB  (U.K.) at  its account number 00750302,  account name
       Reading &  Bates (U.K.) Limited, SWIFT  number RBOS GB 2L  at the Royal
      Bank  of Scotland,  Queens  Cross  Branch,  40  Albyn  Place,  Aberdeen,
      Scotland AB1  1YN, or such other  account of which RB  (U.K.) may notify
      the Depositary  in writing (the  RB (U.K.) Account ), in an amount equal
      to the amount set forth in the Collateral Account Instructions delivered
      to the  Depositary pursuant to Section 6(d) for such month that shall be
      paid to reimburse RB (U.K.) for Operating Expenses for such month;

            (iv)  To the Dry Docking Expense Account in an amount equal to the
      amount set forth in the Collateral Account Instructions delivered to the
      Depositary pursuant to Section 6(d) to be transferred to the Dry Docking
      Expense Account for such month, to hold pending disbursement pursuant to
      Section 6(b)(vii); 

            (v)   Prior  to   NIC s  exercise  of  the   option  under  Option
      Agreement, to the Grantor at its account number 00-132-716, account name
      TRB   Holding  Corporation , ABA  number 0210  0103  3 at  Bankers Trust
      Company,  130  Liberty Street,  One Bankers  Trust  Plaza, New  York, NY
      10006;  or  such other  account  of which  the  Grantor  may notify  the
      Depositary in writing, in an amount equal to the amount set forth in the
      Collateral Account Instructions delivered  to the Depositary pursuant to
      Section  6(d) that shall be paid to  the Grantor for the Working Capital
      for such  month, provided that  such amount shall  be $0 if  the Minimum
      Payment is paid under Section 6(b)(ii) hereof;

            (vi)  Subsequent  to NIC s  exercise  of the  option under  Option
      Agreement,  to the  partnership  to be  formed  pursuant to  the  Option
      Agreement  (the  Partnership )  at  its account  number ____________  at
      ________________________________  or such  other  account  of which  the
      Partnership may notify the Depositary in writing, in an amount  equal to
      the amount set forth in the Collateral Account Instructions delivered to
      the  Depositary pursuant  to Section  6(d)  that shall  be  paid to  the
      Grantor for the Working Capital for such month; and

            (vii) To RB (U.K.) at its  account number 00-132-716, account name
       Reading &  Bates (U.K.)  Limited , ABA number  0210 0103  3 at  Bankers
      Trust Company, 130 Liberty Street, One Bankers Trust Plaza, New York, NY
      10006,  or  such  other acocunt  of  which  RB  (U.K.)  may  notify  the
      Depositary in writing; an amount equal  to the Dry Docking Expenses paid
      by  RB  (U.K.)  as set  forth  in  the  Collateral Account  Instructions
      delivered to the Depositary that shall be paid to RB (U.K.) to reimburse
      RB (U.K.) for Dry Docking Expenses.

            (c)   After  the delivery  of  a notice  to  the Grantor  and  the
Depositary  stating that  an  Event  of Default  shall  have occurred  and  be
continuing, all collected funds  in the Collateral Accounts  and the Dry  Dock
Expense  Account  shall   be  paid  to  the  Secured  Party   at  its  account
number 15012511  at The  Chase  Manhattan Bank  N.A., London  Branch, Woolgate
House,  Coleman Street,  London EC2P 2HD,  England, or  such other  account of
which the Secured Party may notify the Depositary in writing, to be applied to
the Obligations in the order and amounts as the Secured Party may direct.

            (d)   No later  than the fourth (4th) Business  Day preceding each
Transfer  Date of  each month  during  which no  Event of  Default shall  have
occurred and be continuing, the Secured Party shall deliver to the Depositary,
the Grantor  and RB  (U.K.) its signed  certificate in  the form of  Exhibit A
attached  hereto  (the  Collateral  Account  Instructions ),  with the  blanks
completed and  computed in accordance with the terms of this Agreement and the
Loan Documents, stating:

            (i)   the amount of funds in the Sterling Collateral Account to be
      converted by the Depositary to U.S. Dollars and to be transferred to the
      Dollar Collateral Account;

            (ii)  the amount of funds  to be transferred by the  Depositary on
      the  Transfer Date  from the  Dollar Collateral  Account to  the Secured
      Party to be applied to the Obligations;

            (iii) the amount of funds  to be transferred by the  Depositary on
      the Transfer Date from the  Sterling Collateral Account to RB (U.K.)  to
      be applied to Operating Expenses;

            (iv)  the amount of funds  to be transferred by the  Depositary on
      the  Transfer Date  from  the Sterling  Collateral  Account to  the  Dry
      Docking Expense Account; 

            (v)   the amount of funds  to be transferred by the  Depositary on
      the  Transfer Date from the Dollar Collateral Account to the Partnership
      as Working Capital in  accordance with the terms  of the Loan  Agreement
      and the Partnership Agreement; and

            (vi)  the amount of funds  to be transferred by the  Depositary on
      the Transfer Date from  the Dollar Collateral Account to  the Grantor to
      be applied as  Working Capital in accordance with the  terms of the Loan
      Agreement and the Partnership Agreement.

            (e)   In  the event that the Donan  Charter is no longer in effect
and no Event of Default has occurred and is continuing, the Secured Party, the
Grantor and RB (U.K.) shall  discuss and agree upon appropriate  amendments to
this Section  6 and  upon written  notice to the  Depositary delivered  by the
Secured  Party  this Section  6  shall  be  amended  in accordance  with  such
agreement.

            SECTION 7.  Secured Party Appointed Attorney-in-Fact.  (a) Each of
the  Grantor and  RB (U.K.)  hereby irrevocably  constitutes and  appoints the
Secured Party such  Person s attorney-in-fact, effective  upon and during  the
continuance of a Default or Event  of Default, with full irrevocable power and
authority  in the  place and  stead of  such Person  and in  the name  of such
Person,  the Secured  Party, or otherwise,  from time  to time  in the Secured
Party s discretion,  for the sole  purpose of carrying  out the terms  of this
Agreement and, to the extent  permitted by applicable law, to take  any action
and to  execute any document and  instrument which the Secured  Party may deem
necessary  or  advisable  to  accomplish   the  purposes  of  this  Agreement,
including, without limitation: 

            (i)   to ask, demand, collect, sue for, recover, compound, receive
      and give acquittance and receipt  for moneys due or to become  due under
      or in respect of any of the Collateral; 

            (ii)  to  receive,  endorse  and   collect  any  drafts  or  other
      instruments or documents in connection with clause (i) above; and

            (iii) to  file any  claim  or take  any  action or  institute  any
      proceeding which the Secured  Party may deem necessary or  desirable for
      the collection  of any  of the  Collateral or  otherwise to  enforce the
      rights of the Secured Party with respect to any of the Collateral.

            SECTION  8.  Secured Party May Perform.    If  the  Grantor  or RB
(U.K.)  fails to  perform, or cause  to be performed,  any agreement contained
herein the Secured Party may perform, or cause performance of, such agreement,
and  the reasonable  expenses  of the  Secured  Party incurred  in  connection
therewith shall be payable by the Grantor under Section 11(b). 

            SECTION 9.  The Secured Party s Duties.   The powers  conferred on
the  Secured  Party  hereunder  are  solely to  protect  its  interest  in the
Collateral and  shall not impose any  duty upon the Secured  Party to exercise
any such powers.   Beyond the  use of reasonable  care in  the custody of  the
Collateral, the Secured Party shall not have any responsibility  in respect of
any of the funds  on deposit with  it other than to  comply with the  specific
duties and responsibilities herein set forth.  The Secured Party shall have no
responsibility  for the genuineness or validity of  any document or other item
deposited  with it.   Except  for the  safe custody of  any Collateral  in its
possession  and the accounting for  moneys actually received  by it hereunder,
the Secured Party shall  not have any duty as  to any Collateral or as  to the
taking of any necessary steps to preserve rights against prior  parties or any
other rights pertaining to any Collateral. 

            SECTION  10.  Remedies.   If  any  Event  of  Default  shall  have
occurred and be continuing: 

            (a)   The Secured Party may exercise in respect of the Collateral,
      in  addition to  other  rights  and  remedies  provided  for  herein  or
      otherwise available  to it,  all the  rights and  remedies of  a secured
      party  on default under the UCC  (whether or not the  UCC applies to the
      affected Collateral)  and also may without demand  or notice of any kind
      to the Grantor or RB  (U.K.) (i) draw or charge against  the Collateral,
      including any  interest  which  shall have  accrued  on  the  Collateral
      Account or which shall be payable with respect thereto, all  or any part
      of  the   Obligations,  and   (ii) execute  and  deliver   such  drafts,
      withdrawals and other instruments  and take all such other action as the
      Secured  Party shall deem necessary  or appropriate in  order to realize
      upon  the Collateral, and the  Depositary is hereby  authorized to honor
      drafts drawn or withdrawals made by the Secured Party against any of the
      Collateral.

            (b)   All cash proceeds received by  the Secured Party in  respect
      of any  sale of, collection from,  or other realization upon  all or any
      part of the  Collateral may, in the discretion of  the Secured Party, be
      held by the Secured Party as collateral  for, and/or then or at any time
      thereafter applied in whole or in part by the Secured Party against, the
      Obligations in such  order as the Secured Party elects.   Any surplus of
      such cash or cash proceeds and interest accrued thereon, if any, held by
      the Secured  Party  and remaining  after  payment  in full  of  all  the
      Obligations  shall be  paid over  to the  Grantor or  to whoever  may be
      lawfully  entitled to receive  such surplus;  provided that  the Secured
      Party shall have  no obligation to invest  or otherwise pay  interest on
      any amounts held by it in connection with or pursuant to this Agreement.

            (c)   All rights and remedies  of the Secured Party herein  are in
      addition to all other rights and remedies possessed by the Secured Party
      in the  Loan Agreement, the Note, the other Loan Documents and any other
      agreement or instrument related to the Obligations.

            SECTION 11.  Indemnity, Expenses and Interest.

            (a)   To the  fullest extent permitted by applicable laws, each of
      the Grantor  and RB (U.K.) agrees to indemnify the Secured Party and its
      officers, directors, employees, agents  and attorneys in accordance with
      Section 9.04 of the Loan Agreement.

            (b)   Each of the Grantor and RB (U.K.) agrees upon demand to  pay
      to the  Secured Party  the amount  of any and  all reasonable  expenses,
      including  the fees and disbursements of its  counsel and of any experts
      and agents, which (i) the Secured Party may incur in connection with the
      modification or  amendment of this  Agreement or (ii) the  Secured Party
      may incur in  connection with (v) the  preparation, execution, delivery,
      filing, recording or administration of this  Agreement; (w) the custody,
      preservation, use or operation of, or  the sale of, collection from,  or
      other  realization  upon, any  of the  Collateral;  (x) the  exercise or
      enforcement of any of the rights of the Secured Party  hereunder; or (y)
      the failure by  the Grantor to perform or observe  any of the provisions
      hereof.

            (c)   Each of the Grantor  and RB (U.K.) agrees to pay interest on
      any expenses or other sums due hereunder that are not paid when due at a
      rate per annum equal to the lesser  of (i) the Maximum Rate or  (ii) the
      Overdue Interest Rate in effect from time to time.

            (d)   Grantor agrees  to pay  any expenses  to the Depository  for
      maintenance  of  the Collateral  Accounts  and the  Dry  Docking Expense
      Account.

            SECTION 12.  Amendments, Etc.   No  amendment  or  waiver  of  any
provision of  this Agreement  nor consent  to any departure  by Grantor  or RB
(U.K.)  herefrom, shall  be effective unless  the same  is in  accordance with
Section 9.05 of the Loan Agreement.

            SECTION 13.     Notices.   All  notices and  other  communications
provided for  herein (including, without limitation, any  modifications of, or
waivers or  consents under, this Agreement)  shall be given or  made by telex,
telegraph,  telecopy,   cable  or  other  writing   and  telexed,  telecopied,
telegraphed, cabled, delivered or sent by certified or registered mail, return
receipt  requested, to the intended  recipient at the  address specified below
its  name on the signature  pages hereof; or,  as to any party,  at such other
address as shall  be designated by such party  in a notice to the  Grantor and
the Secured Party given in accordance  with this Section.  Except as otherwise
provided  in this Agreement, all  such communications shall  be deemed to have
been  duly given  when  transmitted  by  telex  or  telecopier  (with  receipt
confirmed by  telex or telecopier), sent  by the telegraph or  cable office or
personally delivered or, in the case of a mailed notice, upon receipt, in each
case given or addressed as aforesaid. 

            SECTION 14.  Continuing Security Interest.  This Agreement creates
a continuing security interest in the Collateral and shall (a)  remain in full
force  and effect until the payment in full of Loans and all other amounts due
under the Loan Agreement and  the other Loan Documents and the  Commitment and
all  other  obligations of  the  Secured Party  under  the Loan  Agreement are
finally terminated; (b) be  binding upon Grantor, its successors  and assigns,
provided that  Grantor may not assign  any of its rights  or obligations under
this Agreement without the prior written consent of the Secured Party; and (c)
inure  to the  benefit of  and be  enforceable by  the  Secured Party  and its
permitted  successors,  transferees  and  assigns under  the  Loan  Agreement.
Without limiting the generality of the foregoing clause (c), the Secured Party
may  assign or  otherwise transfer  any of  its  respective rights  under this
Agreement to any other Person  in accordance with the terms and  provisions of
Section 9.06 of  the Loan Agreement, and  to the extent of  such assignment or
transfer  such Person shall  thereupon become vested with  all the benefits in
respect thereof  granted herein or otherwise  to the Secured Party.   Upon the
termination of  the obligations of the  Secured Party to make  loans under the
Loan Agreement and  payment in full of the Obligations,  Grantor and RB (U.K.)
shall be entitled to the return, upon its request  and at its expense, of such
of the Collateral as shall not have been sold or otherwise applied pursuant to
the terms  hereof.   Upon any  such termination of  the security  interests or
release of  Collateral, the  Secured Party will,  at the  expense of  Grantor,
execute and deliver to Grantor and RB (U.K.)  such documents as Grantor and RB
(U.K.)  shall reasonably request to  evidence the termination  of the security
interests or the release of such Collateral, as the case may be. To the extent
that the Secured Party receives any payment on account of  the Obligations, or
any proceeds of Collateral are applied  on account of the Obligations, and any
such payment or  proceeds or  any part thereof  are subsequently  invalidated,
declared  to be fraudulent or  preferential, set aside, subordinated, required
to be  repaid to a trustee, receiver  or any other person  or entity under any
debtor relief law, or recovered  from the Secured Party for any  other reason,
then,  to the extent of such payment  or proceeds received, the Obligations or
part thereof  intended to be satisfied  shall be revived and  continue in full
force and effect,  as if such payment or proceeds had not been received by the
Secured Party  and applied  on account  of the  Obligations, and the  security
interests shall continue to secure such Obligations, and all rights of Grantor
and RB (U.K.) in the Collateral shall be subject to such security interests.

            SECTION 15.  Waiver of  Marshalling.  All rights of marshalling of
assets of Grantor and RB (U.K.), including any such right with respect to  the
Collateral, are hereby waived by Grantor and RB (U.K.).  

            SECTION 16.  Limitation by Law.   All rights, remedies and  powers
provided  in  this Agreement  may be  exercised only  to  the extent  that the
exercise thereof does not violate any applicable provision of law, and all the
provisions of  this Agreement  are intended  to be  subject to all  applicable
mandatory provisions of law which may be controlling and  to be limited to the
extent  necessary so  that  they  will  not  render  this  Agreement  invalid,
unenforceable, in whole or in part, or not entitled to be recorded, registered
or filed under the provisions of any applicable law.  

            SECTION  17.  Survival  of  Representations and  Warranties.   All
representations  and warranties contained in this Agreement or made in writing
by or on behalf of Grantor and RB (U.K.) in connection herewith, shall survive
the execution  and delivery of  this Agreement until  365 or 366 days,  as the
case may be,  after the date on  which the commitment of the  Secured Party to
make the Loan under the Loan Agreement has been terminated and the Obligations
have been  paid in  full.  Any  investigation by  the Secured Party  shall not
diminish in any respect whatsoever its rights to  rely on such representations
and warranties.

            SECTION  18.  Duties of  the Depositary.   The  acceptance by  the
Depositary of  its duties  under this  Agreement is  subject to  the following
terms and conditions:

            (a)   the Depositary s sole  responsibility hereunder  shall
      be  (i) to  hold  and transfer  the  Collateral and  the  proceeds
      thereof  as the agent of the Secured  Party solely for the purpose
      of perfecting the assignment, pledge and security interest of this
      Agreement, (ii)  to give the  notices and provide  the information
      called  for  hereunder,  and  (iii) to  disburse  the  Collateral,
      including  proceeds   thereof,  as  provided  for   herein.    The
      Depositary shall  deliver an  account statement of  the Collateral
      Account to both the Grantor and RB (U.K.) and Secured Party within
      three Business Days after the end of each month.

            (b)   the Depositary  shall be protected in  acting upon any
      written notice,  request, waiver, consent, receipt  or other paper
      or document furnished to it, not  only as to its due execution and
      the validity and effectiveness  of its provisions, but also  as to
      the truth and acceptability  of any information therein contained,
      which it in good faith believes to be genuine.

            (c)   the Depositary shall  not be liable  for any error  of
      judgment, or for any  act done or step  taken or omitted by it  in
      good  faith, or for  any mistake of  fact or law,  or for anything
      which  it may  do or  refrain from  doing in  connection herewith,
      except its own gross negligence or willful misconduct.

            (d)   the  Depositary shall  have no  duties to  the Secured
      Party  except those which are  expressly set forth  herein, and it
      shall  not be  bound by  any  notice of  a claim,  or demand  with
      respect  thereto,   or   any  waiver,   modification,   amendment,
      termination  or rescission  of this  Agreement, unless  in writing
      received  by it, and, if the Depositary s duties or liabilities as
      set  forth herein are  altered, unless  the Depositary  shall have
      given its prior written consent thereto.

            (e)   Each of the Grantor and  RB (U.K.) agrees to indemnify
      and  hold  the  Depositary  harmless  against any  and  all  loss,
      damages,  costs  and  expenses,  including, but  not  limited  to,
      reasonable attorneys  fees, that may be incurred by the Depositary
      by  reason of its compliance in good  faith with the terms of this
      Agreement, except  those arising  out of  the gross  negligence or
      willful  misconduct of the  Depositary, it being  the intention of
      the Grantor and  RB (U.K.)  to indemnify the  Depositary from  the
      consequences of its negligence.

            (f)   Depositary shall exchange to United States dollars any
      funds which  are to be paid out of  the Collateral Accounts or the
      Dry Docking  Expense  Account  in  United  States  dollars, on the
      Transfer Date, at the four (4) Business Day forward rate in effect
      on the  date  of receipt of the  Instructions  by the  Depositary.
      Grantor  and Secured  Party  may  mutually  agree  to  amend  this
      Agreement and  replace  the  depository  if  the  exchange rate is
      unfavorable.

            SECTION  19.  Severability.   The invalidity  of any  one or  more
covenants, phrases, clauses, sentences  or paragraphs of this  Agreement shall
not affect the remaining portions of  this Agreement, or any part thereof, and
in case of any such  invalidity, this Agreement shall be construed  as if such
invalid  covenants, phrases,  clauses, sentences  or paragraphs  had  not been
inserted.

            SECTION 20.  Captions.   The captions in this  Agreement have been
inserted  for convenience only  and shall be  given no  substantive meaning or
significance  whatever  in  construing  the   terms  and  provisions  of  this
Agreement.  

            SECTION  21.  No Waiver; Cumulative  Remedies.  No  failure on the
part of the Secured  Party to exercise, and no delay  in exercising, any right
hereunder shall operate  as a waiver thereof; nor shall  any single or partial
exercise of any such right  preclude any other or further exercise  thereof or
the exercise of any other right.  The remedies herein  provided are cumulative
and not exclusive of any remedies provided by law.

            SECTION  22.  Execution in  Counterparts.   This Agreement  may be
executed  in any  number of counterparts  and by  different parties  hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all  of which taken  together shall constitute  one and the  same
agreement.  

            SECTION  23.  GOVERNING  LAW;  SUBMISSION TO  JURISDICTION.   THIS
AGREEMENT,  INCLUDING  THE RIGHTS,  OBLIGATIONS  AND REMEDIES  OF  THE PARTIES
HEREUNDER, SHALL  BE GOVERNED BY AND  CONSTRUED IN ACCORDANCE WITH  THE LAW OF
THE  STATE OF NEW  YORK (WITHOUT REGARD  TO PRINCIPLES OF  CONFLICTS OF LAWS).
EACH  OF  THE  GRANTOR  AND  RB (U.K.)  HEREBY  SUBMITS  TO  THE  NONEXCLUSIVE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR  THE SOUTHERN DISTRICT OF
NEW YORK  AND OF ANY NEW  YORK STATE COURT SITTING  IN NEW YORK,  NEW YORK FOR
PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE  TRANSACTIONS CONTEMPLATED HEREBY.   EACH OF THE GRANTOR  AND RB (U.K.)
IRREVOCABLY  WAIVES, TO  THE FULLEST  EXTENT PERMITTED  BY LAW,  ANY OBJECTION
WHICH IT MAY  NOW OR HEREAFTER  HAVE TO THE  LAYING OF THE  VENUE OF ANY  SUCH
PROCEEDING BROUGHT  IN SUCH  A COURT  AND ANY CLAIM  THAT ANY  SUCH PROCEEDING
BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

            SECTION 24.  COMPLETE AGREEMENT.  THIS WRITTEN AGREEMENT, THE LOAN
AGREEMENT  AND THE  OTHER WRITTEN  AGREEMENTS ENTERED  INTO AMONG  THE PARTIES
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE  OF PRIOR,  CONTEMPORANEOUS,  OR SUBSEQUENT  ORAL  AGREEMENTS OF  THE
PARTIES.  THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES.

            SECTION 25.   WAIVER OF  JURY TRIAL.   EACH OF THE  PARTIES HERETO
HEREBY  IRREVOCABLY  AND UNCONDITIONALLY  WAIVES TRIAL  BY  JURY IN  ANY LEGAL
ACTION  OR PROCEEDING RELATING TO THIS  AGREEMENT OR FOR ANY COUNTERCLAIM WITH
RESPECT THERETO.

            IN  WITNESS WHEREOF, each of  the parties hereto  have caused this
Agreement  to  be  duly executed  by  its  respective  officer thereunto  duly
authorized as of the date first above written.

                                    TRB HOLDING CORPORATION

                                    By:                                       
                                    Name:                                     
                                    Title:                                    

                                    Address:

                                    901 Threadneedle, Suite 200
                                    Houston, Texas 77079
                                    Attention:  T. W. Nagle, Executive Vice 
                                        President, Finance and Administration
                                    Telecopy Number:  (281) 496-0285

                                    With copies to:

                                    Nissho Iwai Corporation
                                    4-5, Akasaka 2-chome
                                    Minato-ku, Tokyo 107, Japan
                                    Attention:     Manager,  Marine   Project
                                                   Section 2
                                                   Marine &  Offshore
                                                   Engineering Department

                                    Telecopy Number: 011-813-3588-4547

                                    SANWA BANK  TRUST COMPANY OF NEW  YORK, as
                                    Depositary

                                    By:                                       
                                                Hiromasa Ogisu
                                                Vice President

                                    Address:

                                    Sanwa Bank Trust Company of New York
                                    Financial Square
                                    32 Old Slip, 21st Floor
                                    New York, New York 10005
                                    Attention:  Corporate Trust Department

                                    Telecopy Number:  (212) 361-2135


                                    READING & BATES (U.K.) LIMITED

                                    By:                                       

                                    By:                                       
                                    Name:                                     
                                    Title:                                    

                                    Address:

                                    Reading & Bates (U.K.) Limited
                                    % 901 Threadneedle, Suite 200
                                    Houston, Texas 77079
                                    Attention:  T.W.   Nagle,  Executive  Vice
                                    President - Finance and Administration

                                    Telecopy Number: (281) 496-0285

                                    With copies to:

                                    Nissho Iwai Corporation
                                    4-5, Akasaka 2-chome
                                    Minato-ku, Tokyo 107, Japan
                                    Attention:     Manager, Marine Project
                                                   Section 2
                                                   Marine & Offshore
                                                   Engineering Department

                                    Telecopy Number: 011-813-3588-4547

                                    NISSHO IWAI EUROPE PLC

                                    By:                                       
                                          Kazunori Kimura
                                    Senior Vice President and Senior 
                                      General Manager of Houston office

                                    Address:

                                    London Office
                                    Bastion House
                                    140 London Wall
                                    London EC2Y 5JT
                                    England
                                    Attention:                                

                                    Telecopy Number:  011-4471-588-0391

                                    With a copy to:

                                    Nissho Iwai Corporation
                                    4-5, Akasaka 2-chome
                                    Minato-ku, Tokyo 107, Japan
                                    Attention:  Manager, Marine Project
                                                Section 2
                                                Marine & Offshore
                                                Engineering Department

                                    Telecopy Number: 011-813-3588-4547

                                    With a copy to:

                                    Baker & Botts, L.L.P.
                                    One Shell Plaza
                                    Houston, Texas  77002
                                    Attention:  Stephen Krebs

                                    Telecopy Number:  (713) 229-1522



                                                                 Exhibit _____

                                     FORM
                                      OF
                        COLLATERAL ACCOUNT INSTRUCTIONS


Sanwa Bank Trust Company of New York
Financial Square
32 Old Slip, 21st Floor
New York, New York 10005

Attention: Corporate Trust Department

Dear Ladies and Gentlemen:

            Reference is made to the Collateral Assignment of Deposit Account,
Pledge and Security Agreement  (the  Lockbox Agreement ) dated as  of December
12,  1996,  between  you  (the   Depositary ),  TRB  Holding  Corporation (the
Grantor),  Nissho  Iwai  Europe PLC (the  Secured Party ) and  Reading & Bates
(U.K.) Limited ( RB (U.K.) ).  Capitalized terms used herein and not otherwise
defined  herein have  the  meanings assigned  to  such  terms in  the  Lockbox
Agreement.

            The  Secured Party,  hereby  instructs you  to transfer  collected
funds in  the Collateral Accounts  on the fifteenth  (15th) day of  this month
(unless such day  is not  a Business Day,  in which case  such funds shall  be
transferred on the next succeeding Business Day) as follows:

            (i)   ____________  in the  that  certain deposit  account  number
      618727  in the  name  of  SBT-TRB  Holding  Corp. NIEP  Escrow  Account 
      maintained at the Depositary  (the  Sterling Collateral Account ) should
      be converted to U.S. Dollars and be transferred to  that certain deposit
      account  number 618727 in the name of  SBT-TRB Holding Corp. NIEP Escrow
      Account  maintained at the Depositary (the  Dollar Collateral Account );

            (ii)  transfer _____________ from the Dollar Collateral Account to
      the  Secured Party at its account number 15012511 at The Chase Manhattan
      Bank N.A.,  London Branch, Woolgate  House, Coleman Street,  London EC2P
      2HD, England;

            (iii) transfer _____________ from the Sterling  Collateral Account
      to RB (U.K.)  at its  account number 00750302, account  name  Reading  &
      Bates  (U.K.) Limited,  SWIFT number  RBOS GB  2L at  the Royal  Bank of
      Scotland,  Queens Cross Branch,  40 Albyn Place,  Aberdeen, Scotland AB1
      1YN; 

            (iv)  transfer _____________ from the Sterling  Collateral Account
      to  that  certain   deposit  account  number 619121   in  the  name   of
       SBT-TRB-NIEP-Dry Docking Expense Account   maintained at the Depositary
      in sterling pounds (the  Dry Docking Expense Account ); 

            (v)   transfer  ____________ from the Dollar Collateral Account to
      RB   FPSO  L.P.   at  its   account  number    _____________________  at
      ______________________________; 

            (vi)  transfer ______________ from  the Dollar Collateral  Account
      to  the Grantor  at  its account  number 00-132-716,  account name   TRB
      Holding Corporation , ABA number  0210 0103 3 at Bankers  Trust Company,
      130 Liberty Street, One Bankers Trust Plaza, New York, NY 10006; and 

            (vii) transfer ______________ from the Dry Docking Expense Account
      to  RB (U.K.) at its account number  00-132-716, account name  Reading &
      Bates  (U.K.) Limited , ABA number  0210 0103 at  Bankers Trust Company,
      130 Liberty Street, One Bankers Trust Plaza, New York, NY 10006.


                                          Very truly yours,

                                          NISSHO IWAI EUROPE PLC

                                          By:                           
                                          Name:                         
                                          Title:                              


cc:  

TRB Holding Corporation
Executive Vice President
901 Threadneedle, Suite 200
Houston, Texas 77079
Attention: ___________________