Exhibit 10.104

                                                                              
                           FIRST PREFERRED MORTGAGE

                              Dated July 9, 1996

                              HRB RIG CORPORATION

                                - in favor of -


                     WILMINGTON TRUST COMPANY, not in its
                   individual capacity but solely as Trustee


                                HARVEY H. WARD

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                                     INDEX

CLAUSE                  SUBJECT MATTERPAGE

      1        DEFINITIONS AND INTERPRETATION . . . . . . . . . . . . . . . 2 
      2        REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . 7 
      3        MORTGAGE . . . . . . . . . . . . . . . . . . . . . . . . . . 8 
      4        PAYMENT COVENANTS  . . . . . . . . . . . . . . . . . . . . . 9 
      5        PRESERVATION OF SECURITY . . . . . . . . . . . . . . . . .  10 
      6        INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . .  11 
      7        RIG COVENANTS  . . . . . . . . . . . . . . . . . . . . . .  13 
      8        PROTECTION OF SECURITY . . . . . . . . . . . . . . . . . .  17 
      9        ENFORCEABILITY AND TRUSTEE'S POWERS  . . . . . . . . . . .  18 
      10       APPLICATION OF MONEYS  . . . . . . . . . . . . . . . . . .  20 
      11       FURTHER ASSURANCES . . . . . . . . . . . . . . . . . . . .  21 
      12       POWER OF ATTORNEY  . . . . . . . . . . . . . . . . . . . .  21 
      13       INDEMNITIES  . . . . . . . . . . . . . . . . . . . . . . .  22 
      14       EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . .  23 
      15       COMMUNICATIONS . . . . . . . . . . . . . . . . . . . . . .  23 
      16       ASSIGNMENTS  . . . . . . . . . . . . . . . . . . . . . . .  24 
      17       TOTAL AMOUNT, ETC. . . . . . . . . . . . . . . . . . . . .  24 
      18       MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . .  24 
      19       JURISDICTION . . . . . . . . . . . . . . . . . . . . . . .  25 

ACKNOWLEDGEMENT OF MORTGAGE
EXHIBIT 1 FORM OF CREDIT AGREEMENT
EXHIBIT 2 FORM OF AMENDMENT 
EXHIBIT 3 FORM OF SUBSIDIARY GUARANTY

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THIS  FIRST PREFERRED  MORTGAGE (this "Mortgage")  is made  on the  9th day of
July, 1996

BY

(1)    HRB  RIG CORPORATION,  an  Oklahoma  corporation having  its  principal
       offices  at  901 Threadneedle,  Suite  200, Houston,  Texas  77079 (the
       "Owner"),

IN FAVOR OF

(2)    WILMINGTON  TRUST  COMPANY,  a  Delaware   banking  corporation  having
       offices  at Rodney Square North, 1100  North Market Street, Wilmington,
       Delaware  19890-0001, not  in  its individual  capacity  but solely  as
       indenture  trustee  for  the  Banks  (as hereinafter  defined)  and  as
       mortgagee (the "Trustee")

WHEREAS

(A)    The Owner  is the sole owner of the whole  of the jack-up drilling unit
       HARVEY H. WARD documented  under the laws and flag of the United States
       of  America with Official Number 642693 of  4,121 gross registered tons
       and 3,079 net registered tons (the "Rig").

(B)    By a Credit Agreement dated as of April 30, 1996 (as amended,  restated
       or  supplemented  from  time to  time,  the  "Credit  Agreement") among
       Reading  &  Bates  Corporation,  a  Delaware  corporation ("Holdings"),
       Reading   &  Bates   Drilling  Co.,   an   Oklahoma  corporation   (the
       "Borrower"), the banks party thereto, Credit Lyonnais New York  Branch,
       as co-agent  (the "Co-Agent"), and Christiania Bank og Kreditkasse, New
       York Branch,  as  agent (the  "Agent"),  (the  form of  which  Original
       Credit  Agreement  together with  Exhibit  B  thereto but  without  the
       remaining attachments is attached hereto  as Exhibit 1), it  was agreed
       among other  things  that  the  Banks,  would  make  available  to  the
       Borrower  upon the  terms and conditions  therein described  a reducing
       revolving credit  facility (the "Facility")  in an aggregate amount  at
       any  time outstanding  of  One  Hundred Million  United States  Dollars
       (US$100,000,000), providing for  the making  of Loans and  the issuance
       of, and participation in, Letters of Credit as contemplated therein.

(C)    By an Amendment  to the Original Credit  Agreement dated as of  July 9,
       1996 (the "Amendment") the form of which Amendment  without attachments
       is attached  hereto as  Exhibit 2,  among Holdings,  the Borrower,  the
       banks party  thereto (collectively the "Banks"),  the Co-Agent  and the
       Agent, it was agreed among  other things that the Banks  would increase
       the  amount  available  to  the  Borrower  under  the  Facility  to  an
       aggregate amount at any time  outstanding of One Hundred  Forty Million
       United  States   Dollars   (US$140,000,000)  subject   to   semi-annual
       reductions as set forth therein.

(D)    The obligations  of  the Borrower  with  respect  to the  Facility  are
       evidenced  by  the Credit  Agreement  and the  other  Credit Documents,
       including the promissory notes of the Borrower  payable to the order of
       the  respective Banks  (each a  "Note" and,  collectively, the "Notes")
       (the form of which  is attached as Exhibit B to  the Credit Agreement).


(E)    The  Owner,  for  good  and   valuable  consideration  has  authorized,
       executed  and delivered a Subsidiary  Guaranty (as amended, restated or
       supplemented from time to  time, the  "Subsidiary Guaranty"), the  form
       of which  Subsidiary Guaranty is attached hereto as  Exhibit 3 in favor
       of the  Agent  guaranteeing the  performance  by  the Borrower  of  its
       obligations under the Credit Agreement and the other Credit Documents.

(F)    This Mortgage is  made for  the benefit of  the Trustee  to secure  the
       guaranty  by the Owner of  (i) the full and  prompt payment when due of
       (x) the  principal and interest  on the Notes  issued, and Loans  made,
       under  the Credit  Agreement,  and  all reimbursement  obligations  and
       Unpaid Drawings with respect to the Letters of Credit issued  under the
       Credit  Agreement  and  (y)  all  other  obligations  and  indebtedness
       (including,  without   limitation,  indemnities,   Fees  and   interest
       thereon)  of  the Borrower  to  the Secured  Creditors  (as hereinafter
       defined), whether  now existing  or hereafter  incurred under,  arising
       out of or in  connection with the Credit Agreement and the other Credit
       Documents  including, without  limitation, this  Mortgage  and the  due
       performance  and compliance  by  the Borrower  with  all of  the terms,
       conditions and  agreements contained  in the  Credit Agreement  and the
       other Credit Documents  including, without  limitation, this  Mortgage;
       (ii) any and all sums advanced by the Trustee in order  to preserve the
       Collateral (as hereinafter  defined) or preserve its  security interest
       in  the  Collateral; (iii)  in  the  event of  any  proceeding  for the
       collection  or  enforcement  of   any  indebtedness,  obligations,   or
       liabilities of  the Borrower referred to in clause  (i) above, after an
       Event of Default  shall have occurred and be continuing, the reasonable
       expenses of  the Trustee of  re-taking, holding, preparing  for sale or
       lease,   selling  or  otherwise  disposing   of  or  realizing  on  the
       Collateral, or  of any exercise by the Trustee of its rights hereunder,
       together with reasonable  attorneys' fees of counsel to the Trustee and
       court costs; and  (iv) all amounts paid  by any Indemnitee as  to which
       such Indemnitee has the right to reimbursement under  Clause 13 of this
       Mortgage  (all   such  obligations,  liabilities,  sums   and  expenses
       referred  to  in clauses  (i)  through  (iv)  above being  collectively
       referred to as  the "Obligations").  It is acknowledged and agreed that
       the  "Obligations" shall  include  extensions of  credit  of the  types
       described above,  whether outstanding on  the date of  this Mortgage or
       extended from time to time after the date of this Mortgage.

(G)    This  First  Preferred  Mortgage  is  entered  into  by  the  Owner  in
       consideration of the  Banks entering into the Amendment and agreeing to
       make the Facility available to the Borrower  and as a condition thereto
       and for other  good and valuable  consideration provided  by the  Banks
       (the sufficiency of which the Owner hereby acknowledges).

NOW THIS MORTGAGE WITNESSETH AND IT IS HEREBY AGREED

1.     DEFINITIONS AND INTERPRETATION

1.01   In this Mortgage unless  the context otherwise requires,  the following
       expressions shall have the following meanings:

       "Agent" shall have the  same meaning for such term as  set forth in the
       Credit Agreement;

       "Amendment" means  the  Amendment  dated  as  of  July  9,  1996  among
       Holdings,  the  Borrower,  the Banks,  the  Co-Agent,  the Agent  first
       referred to in Recital (C) hereto;

       "Bank" means  any lender  listed from time  to time  on Annex 1  to the
       Credit Agreement (collectively, the "Banks");

       "Collateral Assignment  of Insurance"  means the  Collateral Assignment
       of Insurance in  respect of the Rig executed  or to be executed  by the
       Owner in favor of the Agent;

       "Commitment" shall have the same meaning for such  term as set forth in
       the Credit Agreement;

       "Credit Agreement"  means the Credit  Agreement, dated as  of April 30,
       1996, among  Holdings, the Borrower,  the Banks, the  Co-Agent, and the
       Agent as  amended by  the Amendment  first referred to  in Recital  (B)
       hereto and  as further amended,  restated or supplemented  from time to
       time;

       "Credit Documents"  shall have the meaning  for such term  as set forth
       in the Credit Agreement;

       "Credit Facility Period" shall mean  the period commencing on  the date
       hereof and  ending on the  date the Total  Commitments have terminated,
       no  Letters of Credit remain  outstanding and the  Loans and the Unpaid
       Drawings  together with  interest, fees and  all other  obligations are
       paid in full;

       "Credit Party" shall have  the same meaning for such term  as set forth
       in the Credit Agreement;

       "Default  Rate"  shall   mean  the  rate  of  interest   calculated  in
       accordance with Section 1.07(b) of the Credit Agreement;

       "Environmental  Approvals"  means  all  approvals,  licenses,  permits,
       exemptions or  authorization  required under  applicable  Environmental
       Laws;

       "Environmental Claims" means any and  all administrative, regulatory or
       judicial  actions,  suits,  demands,  demand  letters,  claims,  liens,
       notices of  noncompliance  or  violation,  investigations  (other  than
       internal  reports  prepared  by  Holdings or  any  of  its Subsidiaries
       solely in the ordinary  course of  business of such  entity and not  in
       response  to  any  third  party action  or  request  of  any  kind)  or
       proceedings relating  in any way to any Environmental Law or any permit
       issued,  or  any  approval  given,  under  any such  Environmental  Law
       (hereafter, "Claims"), including,  without limitation, (a) any  and all
       Claims  by  governmental  or  regulatory  authorities for  enforcement,
       cleanup,  removal,  response,  remedial or  other  actions  or  damages
       pursuant  to any  applicable  Environmental Law,  and  (b) any  and all
       Claims   by   any   third   party   seeking    damages,   contribution,
       indemnification,  cost  recovery,  compensation  or  injunctive  relief
       resulting  from Hazardous  Materials  arising  from alleged  injury  or
       threat of injury to health, safety or the environment;

       "Environmental  Incident"  means (i)  any  release  of  Environmentally
       Sensitive  Material  from   the  Rig,  (ii)  any   incident  in   which
       Environmentally  Sensitive Material  is released  from  a vessel  other
       than  the Rig  and which  involves collision  between the Rig  and such
       other vessel  or some  other incident  of navigation  or operation,  in
       either case, where  the Rig or the  Owner are actually or  allegedly at
       fault or otherwise liable (in whole  or in part) or (iii) any  incident
       in which Environmentally Sensitive  Material is released from a  vessel
       other than the Rig and where the Rig  is actually or potentially liable
       to  be arrested  as  a result  and/or where  the  Owner is  actually or
       allegedly  at  fault or  otherwise  liable  (and,  in  each such  case,
       "release"  shall  mean  disposing,  discharging,  injecting,  spilling,
       leaking,  leaching,  dumping,  emitting,  escaping, emptying,  seeping,
       placing and  the  like, into  or upon  any  land or  water  or air,  or
       otherwise entering into the environment);

       "Environmental  Laws"   means   all   applicable   laws,   regulations,
       conventions  and  agreements  whatsoever   relating  to  pollution   or
       protection of the  environment (including, without limitation,  the Oil
       Pollution Act  of 1990 (33  U.S.C.  2701  et seq.), the  Comprehensive
       Environmental Response,  Compensation, and  Liability Act  of 1980  (42
       U.S.C.  9601  et seq.), the Hazardous Materials Transportation Act (49
       U.S.C.  1801 et seq.),  the Resource Conservation and Recovery  Act of
       1976 (42  U.S.C.  6901 et seq.),  the Clean Air Act  (42 U.S.C.  7401
       et seq.), the Federal  Water Pollution Control Act (33 U.S.C.  1251 et
       seq.) and  the Toxic Substances Control Act (15  U.S.C.  2601 et seq.)
       (all  of the  foregoing  as amended),  and any  comparable laws  of the
       individual States of the  United States of  America or any other  state
       or nation);

       "Fees" shall have  the same meaning for  such term as set  forth in the
       Credit Agreement;

       "Hazardous Materials"  means (a) any  petroleum or petroleum  products,
       radioactive materials, asbestos  in any form  that is  or could  become
       friable,  urea  formaldehyde foam  insulation,  transformers  or  other
       equipment   that  contained,  electric   fluid  containing   levels  of
       polychlorinated biphenyls, and radon gas;  (b) any chemicals, materials
       or substances  defined as or  included in the  definition of "hazardous
       substances,"  "hazardous  waste,"  "hazardous  materials,"   "extremely
       hazardous  waste,"  "restricted hazardous  waste,"  "toxic substances,"
       "toxic  pollutants,"  "contaminants,"  or  "pollutants,"  or  words  of
       similar  import, under  any applicable  Environmental Law;  and (c) any
       other  chemical,   material  or   substance,  exposure   to  which   is
       prohibited, limited or regulated by any governmental authority;

       "Indemnitee" shall have the meaning set forth in Section 13.01;

       "Insurances" includes  all policies and  contracts of insurance  (which
       expression includes  all  entries  of  the  Rig  in  a  protection  and
       indemnity  association)  which are  from  time  to  time  taken out  or
       entered into  in respect of the Rig or  otherwise by the Owner (whether
       in the sole name of  the Owner or in  the joint names of the Owner  and
       the Agent)  and all benefits  thereof (including  claims of  whatsoever
       nature and return of premiums);

       "Interest  Period" shall  have the  same meaning  for such term  as set
       forth in Section 1.08 of the Credit Agreement;

       "Letter  of Credit" shall  have the same meaning  for such  term as set
       forth in Section 2.01 of the Credit Agreement;

       "Loan(s)"  shall have the  same meaning for such  term as  set forth in
       the Credit Agreement;

       "Major  Casualty" means any casualty to the  Rig in respect whereof the
       claim  or the  aggregate  of the  claims  against all  insurers, before
       adjustment  for any  relevant  franchise  or deductible,  exceeds  Five
       Hundred Thousand United  States Dollars (US$500,000) or  the equivalent
       in any other currency;

       "Note" means  each  promissory note  of  the  Borrower referred  to  in
       Recital (D) hereto and in Section 1.05(a) of the Credit Agreement;

       "Obligations" shall have the meaning provided in Recital (F) hereto;

       "Oil Pollution Act  1990" means the Oil  Pollution Act 1990  (33 U.S.C.
       2701 et seq.), as amended;

       "Other  Rigs" means,  individually  or collectively,  each  of (i)  the
       semi-submersible  drilling  rig  JACK  BATES   owned  by  the  Borrower
       documented under  the laws and  flag of  the United  States of  America
       with  Official  Number  906283 of  19,928  gross  registered  tons  and
       14,948 net registered  tons; (ii) the jack-up drilling rig D.R. STEWART
       owned  by   Reading  &  Bates   Exploration  Co.  ("R&B   Exploration")
       documented under  the laws  and flag  of the  United States  of America
       with Official  Number 626904 of  6,494 gross registered  tons and 5,834
       net  registered tons; (iii) the drilling tender  W.D. KENT owned by R&B
       Exploration documented under the laws and flag  of the United States of
       America with Official  Number 583169 of 5,383 gross registered tons and
       4,185  net registered  tons; (iv)  the drilling  tender  CHARLEY GRAVES
       owned by Reading and Bates  Borneo Drilling Co., Ltd.  documented under
       the laws and flag of the  Republic of Panama with Patente Number  6618-
       76-CH of 5,829  gross registered tons  and 1,748  net registered  tons;
       (v) the  jack-up drilling rig  RON TAPPMEYER owned  by Reading &  Bates
       (A) Pty  Ltd. documented  under the  laws  and flag  of Australia  with
       Official Number 855213 of  11,455 gross  registered tons and  3,436 net
       registered  tons; (vi)  the semi-submersible  drilling rig  J.W. McLEAN
       owned  by  the Borrower  documented  under  the laws  and  flag of  the
       Republic  of Panama  with  Patente Number  25384-PEXT  of 15,453  gross
       registered  tons  and  4,636  net  registered  tons,  (vii)  the  semi-
       submersible  drilling  rig RIG  41  owned  by  RB  Drilling Co.  ("RB")
       documented  under the  laws and  flag of  the Republic  of  Panama with
       Patente Number 22365-95 of 10,078  gross registered tons and  3,024 net
       registered tons;  and (viii)  the Panamanian  flag rig  SEILLEAN to  be
       acquired by RB as contemplated by the Amendment;

       "Permitted  Liens" means:  (1) liens  incident to  expenses  of current
       operations, other than for master's  and crew's wages, incurred  in the
       ordinary course of  business of the Owner  and due and payable  for not
       more than thirty (30) days (or being contested in good  faith, provided
       such liens  are not in  excess of  U.S.$5,000,000.00, and if  in excess
       thereof, then the Owner shall, upon  the written request of the  Agent,
       provide a bond or other  security satisfactory to the Agent); (2) liens
       for master's and  crew's wages not yet  due and payable; (3)  liens for
       taxes, assessments,  governmental charges, fines  and penalties not  at
       the time  delinquent (unless  being contested in  good faith,  provided
       such liens are  not in excess  of U.S.$5,000,000.00,  and if in  excess
       thereof,  then the Owner shall, upon the  written request of the Agent,
       provide a bond or other security satisfactory  to the Agent); (4) liens
       for  general average  and  salvage  (including contract  salvage);  (5)
       liens for claims  covered by valid  policies of  insurance meeting  the
       requirements of Clause 6  hereof (except that  no lien shall be  deemed
       not covered by insurance to the  extent insurance in force would  cover
       the amount  secured  by the  lien  but  for any  applicable  deductible
       amount approved  by  the Agent);  (6)  liens  arising pursuant  to  any
       judgment  or to  an  order of  attachment,  distraint or  similar legal
       process arising in connection with  legal proceedings, but only  if and
       so long as the execution  or other enforcement thereof is  not unstayed
       for more  than 30  consecutive days; (7)  any lien  for the payment  or
       discharge of which  provisions satisfactory to the Agent have been made
       as evidenced by the Agent's written consent to such lien; (8) any  lien
       in  favor of  the Banks;  and provided  that Permitted  Liens shall not
       include any liens  described in subclauses (1) through (7) above unless
       they:  (i)  are  subordinate to  the  lien  of  this  Mortgage or  (ii)
       constitute a  maritime lien  which would in  any event  be entitled  as
       such to priority  over the Mortgage  under the  United States  shipping
       laws or  other applicable laws  relating to the  Rig's trading pattern.
       Nothing herein  shall be  deemed a  waiver of  the preferred  status of
       this Mortgage; 

       "Protection  and indemnity  risks"  means the  usual  risks covered  by
       protection  and   indemnity   associations  of   international   repute
       including the  proportion not  recoverable in case  of collision  under
       the ordinary running-down clause (unless such  is recoverable under the
       relevant hull and machinery coverage);

       "Requisition Compensation"  means  all  moneys  or  other  compensation
       payable during the  Credit Facility Period by reason of requisition for
       title or  other compulsory  acquisition of  the Rig  otherwise than  by
       requisition for hire;

       "Rig" means the  vessel described in  Recital (A)  hereto and  includes
       any  share or  interest  therein  and  her engines,  machinery,  boats,
       tackle,  outfit,  spare   gear,  fuel,  consumable  or   other  stores,
       belongings and  appurtenances whether  on board  or ashore and  whether
       now  owned or  hereafter acquired  (but excluding  therefrom any leased
       equipment owned by third parties);

       "Secured Creditors"  shall mean the  Trustee, the Banks,  the Letter of
       Credit  Issuer  and the  Agent  under  and  as defined  in  the  Credit
       Agreement;

       "Security Documents" shall have  the same meaning for such  term as set
       forth in the Credit Agreement;

       "Security  Interest"  means  a  mortgage,   charge  (whether  fixed  or
       floating), pledge, lien, hypothecation, assignment, trust  arrangement,
       title retention or other security  interest or arrangement of  any kind
       whatsoever;

       "Subsidiary Guaranty" means the Guaranty in favor  of the Agent and the
       Banks,  dated   as  of  April   30,  1996,  as   amended,  restated  or
       supplemented from  time  to  time, to  which  the  Owner has  become  a
       signatory as first referred to in Recital (E) hereto;

       "Taxes" shall have the same meaning for  such term as set forth in  the
       Credit Agreement;

       "Total  Commitment" shall have  the same  meaning for such  term as set
       forth in the Credit Agreement;

       "Total Loss" means  (a) the actual, constructive, arranged,  agreed, or
       compromised  Total Loss  of the Rig;  (b) the requisition  for title or
       other compulsory acquisition  or forfeiture  of the Rig  otherwise than
       by  requisition for hire; (c)  the capture,  seizure, arrest, detention
       or confiscation of  the Rig by any  government or by persons  acting or
       purporting  to  act  on behalf  of  any government  unless  the  Rig be
       released from such capture, seizure, arrest or detention  within ninety
       (90) days after the occurrence thereof;

       "United States  Dollars" and  "US$" means  the lawful  currency of  the
       United States of America;

       "Unpaid  Drawing"  shall have  the same  meaning for  such term  as set
       forth in the Credit Agreement;

       "War Risks" includes the  risk of mines and all risks excluded from the
       standard  form of  English marine  policy by  the free  of  capture and
       seizure clause.

1.02   Except  where  otherwise  expressly  provided  or  unless  the  context
       otherwise  requires,  words  and  expressions  defined  in  the  Credit
       Agreement shall have the same meanings when used in this Mortgage.

1.03   In this Mortgage:

       (a)   Clause headings are  inserted for convenience only and  shall not
             affect  the construction  of this Mortgage  and, unless otherwise
             specified,  all references  to  Clauses are  to  clauses of  this
             Mortgage;

       (b)   unless  the  context  otherwise  requires,  words  denoting   the
             singular number shall include the plural and vice versa;

       (c)   references    to   persons    include   bodies    corporate   and
             unincorporated;

       (d)   references  to  assets include  property,  rights  and assets  of
             every description;

       (e)   references to any document are to  be construed as references  to
             such document as amended or supplemented from time to time; and

       (f)   references  to any  enactment  include re-enactments,  amendments
             and extensions thereof.

2.     REPRESENTATIONS AND WARRANTIES

2.01   The Owner hereby represents and warrants to the Trustee that:

       (a)   the  Owner is the sole legal and beneficial owner of the whole of
             the  Rig  and neither  the  whole nor  any  share in  the  Rig is
             subject to any  Security Interest (except for Permitted Liens and
             the lien of this Mortgage);

       (b)   the  Owner has  not sold  or transferred,  or agreed  to sell  or
             transfer, title to the Rig or any share therein;

       (c)   the Owner  is a corporation  duly organized and validly  existing
             and in good standing under the laws of the State of Oklahoma;

       (d)   the Owner  has full power and  authority (i) to register  the Rig
             in  its  name  under United  States  flag,  (ii)  to  execute and
             deliver this Mortgage, (iii)  to mortgage the Rig as security for
             the Obligations and  (iv) to comply  with the provisions  of, and
             perform all its obligations under, this Mortgage;

       (e)   the  Owner has  complied with  all statutory  and other  material
             requirements  relating   to  the   ownership,  registration   and
             operation of the Rig;

       (f)   the  Owner  has  taken  all  necessary  action  to  authorize the
             execution  and  delivery  of  this  Mortgage  and  this  Mortgage
             constitutes,  the  legal, valid  and  binding  obligation of  the
             Owner enforceable against the Owner in accordance with  its terms
             (except  to   the  extent   limited  by   applicable  bankruptcy,
             reorganization, insolvency,  moratorium or other laws  of general
             application  relating  to   or  affecting   the  enforcement   of
             creditors'  rights as  from time  to time  in effect  and general
             equitable  principles)  and when  filed  with  the United  States
             Coast  Guard's  National Vessel  Documentation Center  in Falling
             Waters, West Virginia will  create a legal, valid and enforceable
             first preferred mortgage lien on the Rig;

       (g)   the  entry into  and performance  by the  Owner of  this Mortgage
             does not and will not during  the Credit Facility Period  violate
             in any  respect (i) any law or  regulation of any governmental or
             official  authority  or body,  or  (ii) any  of  the constitutive
             documents   of   the   Owner   including   the   Certificate   of
             Incorporation or By-laws, as  amended from time to time, or (iii)
             any  material agreement,  contract or other  undertaking to which
             the  Owner is a party or  which is binding upon  the Owner or any
             of its assets;

       (h)   all consents, licenses, approvals and authorizations  required in
             connection  with  the   entry  into,  performance,  validity  and
             enforceability   of   this   Mortgage   and    the   transactions
             contemplated hereby and  thereby have  been obtained  and are  in
             full  force and  effect  and will  be  so  maintained during  the
             Credit Facility Period;

       (i)   save  for such registrations  and filings as  are referred  to in
             this Mortgage, it is  not necessary  for the legality,  validity,
             enforceability  or  admissibility  in evidence  of  this Mortgage
             that it  or any document  relating thereto be registered,  filed,
             recorded or enrolled with  any court or authority in any relevant
             jurisdiction or that any stamp, registration or similar taxes  be
             paid on or in relation to this Mortgage;

       (j)   the  Owner  is in  compliance with  all  applicable Environmental
             Laws relating to the Rig, its operation and management;

       (k)   the Owner  has obtained  all Environmental  Approvals  and is  in
             compliance with all requests thereof;

       (l)   no Environmental Claim  has been  made or threatened  against the
             Owner, the Approved Manager  or otherwise in connection  with the
             Rig; and

       (m)   no  Environmental  Incident which  has resulted,  or  which could
             reasonably be expected to  result, in  an Environmental Claim  in
             excess of US$200,000 has occurred.

2.02   The representations and warranties  of the Owner set out in Clause 2.01
       shall survive the execution of this Mortgage and shall  be deemed to be
       repeated at the time of the making  of each Loan and at the time of the
       issuance  of  each Letter  of Credit,  with  respect to  the  facts and
       circumstances  existing at  each  such time,  as if  made at  each such
       time.

3.     MORTGAGE

3.01   In order to secure the Obligations the Owner has  granted, conveyed and
       mortgaged and does  by these presents  grant, convey and  mortgage unto
       the  Trustee, its successors and assigns, the  whole of the Rig TO HAVE
       AND TO  HOLD the  same unto  the Trustee,  its  successors and  assigns
       forever upon  the terms  herein set  forth for the  enforcement of  the
       Obligations.

       Provided only and the condition  of these presents is such that  if all
       of  the Obligations secured  by this Mortgage  have terminated  or have
       been  performed in  full as  and  when the  same shall  become due  and
       payable in  accordance with  the  terms of  the  Credit Agreement,  the
       Subsidiary Guaranty and this  Mortgage and the Owner and its successors
       and  assigns shall  observe and  comply with  the covenants,  terms and
       conditions  contained  in the  Subsidiary  Guaranty  and this  Mortgage
       expressed or implied  to be performed, all  without delay or  fraud and
       according to the true intent and  meaning thereof, then these  presents
       and the rights hereunder shall cease,  determine and be void  otherwise
       to be  and remain  in full  force and effect  and, in  such event,  the
       Trustee agrees to  execute and record at the expense  of the Owner, all
       such documents as  the Owner may  reasonably require to  discharge this
       Mortgage.

       Notwithstanding anything  to the  contrary  herein it  is not  intended
       that any provision  of this Mortgage  shall waive the  preferred status
       of this  Mortgage and  that if  any  provision or  part thereof  herein
       shall  be construed as  waiving the preferred  status of  this Mortgage
       then such provision shall to such extent be void and of no effect.

3.02   The Owner shall  remain liable to  perform all the  obligations assumed
       by it in relation to  the Rig and none  of the Secured Creditors  shall
       be under  any obligation of any  kind whatsoever in  respect thereof or
       be under any liability whatsoever in event of any  failure by the Owner
       to perform its obligations in respect thereof.

4.     PAYMENT COVENANTS

4.01   The Owner hereby covenants with the Secured Creditors:

       (a)   to  pay  and  indemnify  the  Secured   Creditors  for  all  such
             expenses,  claims,  liabilities,  losses,  costs,  duties,  fees,
             charges or other  moneys as  are stated  in this  Mortgage to  be
             payable by  the Owner to  or recoverable  from the  Owner by  the
             Secured  Creditors (or in  respect of which  the Owner  agrees in
             this Mortgage to indemnify any of  the Secured Creditors) at  the
             times and in the manner specified in this Mortgage;

       (b)   to  pay  interest  on  any such  expenses,  claims,  liabilities,
             losses, costs, duties,  fees, charges or other moneys referred to
             in Clause 4.01(a)  from the date on  which demand is  made by any
             Secured  Creditor  for  payment  by the  Owner  of  the  relevant
             expense,  claim,  liability, loss,  cost,  duty,  fee, charge  or
             other money incurred  by a Secured  Creditor for which  the Owner
             is  responsible (both before and after  any relevant judgment) at
             the Default Rate; and

       (c)   to pay and perform its obligations which may be  or become due or
             owing  to  a   Secured  Creditor  under  this  Mortgage  and  the
             Subsidiary  Guaranty at  the times  and in  the manner  specified
             herein or therein.

5.     PRESERVATION OF SECURITY

5.01   It is declared and agreed that:

       (a)   the  security created  by  this Mortgage  shall  be  held by  the
             Trustee  as a  continuing  security for  the  performance of  the
             Obligations  and  that  the security  so  created  shall  not  be
             satisfied  by  any intermediate  payment or  satisfaction  of any
             part of the Obligations;

       (b)   the security so created shall be in addition to  and shall not in
             any way be prejudiced  or affected by any  of the other  Security
             Documents;

       (c)   the  Trustee shall not have to wait  for the Agent to enforce any
             of  the other  Security Documents  before enforcing  the security
             created by this Mortgage;

       (d)   no  delay or  omission on the  part of the  Trustee in exercising
             any right, power or  remedy under this Mortgage shall impair such
             right, power or remedy  or be construed  as a waiver thereof  nor
             shall any single  or partial exercise of any such right, power or
             remedy preclude any  further exercise thereof or  the exercise of
             any  other  right,  power or  remedy.    The  rights,  powers and
             remedies  provided  in  this  Mortgage  are  cumulative  and  not
             exclusive of any rights,  powers and remedies provided by law and
             may be exercised from  time to time and  as often as the  Trustee
             may deem expedient; and

       (e)   any waiver by the  Trustee of any terms  of this Mortgage or  any
             consent given by  the Trustee under  this Mortgage shall  only be
             effective if given in  writing and then only for  the purpose and
             upon the terms for which it is given.

5.02   Any settlement  or discharge under  this Mortgage  between the  Trustee
       and the Owner shall be  conditional upon no security or payment  to the
       Secured Creditors  or any of  them by the Credit  Parties or  any other
       person being avoided or set-aside or ordered to  be refunded or reduced
       by  virtue  of  any  provision  or  enactment  relating to  bankruptcy,
       insolvency, administration or liquidation for  the time being in  force
       and, if such  condition is not satisfied, the Trustee shall be entitled
       to recover from the Owner  on demand the value of such  security or the
       amount  of any such payment as if  such settlement or discharge had not
       occurred.

5.03   The  rights  of  the Secured  Creditors  under  this  Mortgage  and the
       security  hereby  constituted  shall  not  be  affected  by   any  act,
       omission, matter or thing  which, but for this provision, might operate
       to impair, affect  or discharge such rights  and security, in whole  or
       in part,  including without limitation, and whether  or not known to or
       discoverable by the Secured Creditors or any other person:

       (a)   any time or  waiver granted to  the Credit Parties  or any  other
             person; or

       (b)   the  taking,  variation, compromise,  renewal  or  release of  or
             refusal or neglect to  perfect or enforce any rights, remedies or
             securities against  any  of  the  Credit  Parties  or  any  other
             persons; or

       (c)   any   legal   limitation,   disability,   incapacity   or   other
             circumstances  relating  to  the  Credit  Parties  or  any  other
             person; or

       (d)   any  amendment  or  supplement  to  the   Credit  Agreement,  the
             Subsidiary  Guaranty, any  of the  other Credit  Documents (other
             than this Mortgage) or any other document or security; or

       (e)   the  dissolution,  liquidation,  amalgamation,  reconstruction or
             reorganization of any of  the Credit Parties or any other person;
             or

       (f)   the   unenforceability,   invalidity   or   frustration   of  any
             obligations  of any  of the  Credit Parties  or any  other person
             under the Credit  Agreement, the Subsidiary Guaranty,  any of the
             other Security Documents  (other than this Mortgage) or any other
             document or security.

6.     INSURANCE

6.01   The Owner  covenants with  the Trustee throughout  the Credit  Facility
       Period that:

       (a)   The  Owner shall,  at its  own expense, when  and so  long as any
             Obligation  remains  outstanding, insure  the  Rig  and keep  her
             insured, or cause  the Rig to be insured, in  lawful money of the
             United  States,  in  such  amounts,  for  such  risks  (including
             without   limitation,   hull   and   machinery/increased   value,
             protection  and  indemnity risks,  pollution  liability,  and war
             risks), in such  form (including without limitation,  the form of
             the loss  payable clause and the  designation of  named assureds)
             and with  such  first  class insurance  companies,  underwriters,
             funds,  mutual  insurance  associations  or clubs,  as  shall  be
             reasonably satisfactory to the Agent.   With respect to hull  and
             machinery/increased  value  insurance, including  war  risk,  the
             Owner  shall insure the  Rig and  keep her insured,  or cause the
             Rig  to be  insured, for  an amount  which is  at least  the full
             commercial value of the Rig, and  when such amount is  aggregated
             with  the amount of  such insurance coverage  on the  Other Rigs,
             such  aggregate  amount  shall be  at  least  110%  of  the Total
             Commitment.  The  Rig shall in no event be  insured for an amount
             less  than the agreed  valuation as set  forth in  the applicable
             marine and war risk  policies.  Such insurance shall cover marine
             and war risk perils,  on hull and machinery, with deductibles not
             in  excess of US$500,000  (such deductibles not  to apply  in the
             case of Total Loss  of the Rig), and  shall be maintained in  the
             broadest   forms  available   in   the  American,   British   and
             Scandinavian   insurance  markets   or   in   such  other   major
             international  markets reasonably  acceptable to the  Agent.  The
             Owner shall maintain,  or cause to be maintained,  protection and
             indemnity or equivalent insurance, including war risk  protection
             and indemnity coverage and coverage  against pollution liability,
             in an amount  not less than  US$100,000,000 (or, with  respect to
             pollution  liability  coverage, such  greater  amount  as may  be
             required from  time to  time by the  Oil Pollution  Act 1990,  or
             other Environmental Laws), as  and when applicable to the Rig and
             its operations, through  underwriters or associations  acceptable
             to the Agent.  In  addition, the Owner shall, at its own expense,
             furnish  to  the  Agent  a  mortgagee's  single  interest  policy
             providing coverage which,  when aggregated  with the  mortgagee's
             interest  insurance furnished  to  the Agent  in  respect of  the
             Other Rigs, shall be in an amount  equal to at least 110% of  the
             aggregate  amount of  the Total  Commitment (or  in lieu  of such
             mortgagee's  interest insurance  Owner shall  cause the  hull and
             machinery/increased  value  insurance  to be  endorsed  to afford
             breach of warranty coverage for  the benefit of the Agent).  Such
             mortgagee's  interest  insurance  and  any  additional  insurance
             policies for the benefit of the Agent shall be  maintained in the
             broadest   form   available   in   the   American,   British  and
             Scandinavian  markets   or  other  major   international  markets
             acceptable  to the  Agent through underwriters  acceptable to the
             Agent.   The  Rig shall not  operate in or  proceed into any area
             then excluded by trading  warranties under its marine or war risk
             policies (including  protection and indemnity)  without obtaining
             any  necessary  additional coverage,  satisfactory  in  form  and
             substance, and  evidence  of which  shall  be furnished,  to  the
             Agent.

       (b)   The   policy  or  policies  of   insurance  shall  be  issued  by
             responsible  underwriters  reasonably  acceptable to  the  Agent,
             shall   contain  conditions,  terms,  stipulations  and  insuring
             covenants satisfactory to  the Agent, and  shall be kept  in full
             force and  effect by the Owner so long  as any Obligations remain
             outstanding.    All  such  policies, binders  and  other  interim
             insurance contracts shall be executed and  issued in the name  of
             the Owner and shall,  to the extent required herein, provide that
             loss  be payable to the  Agent for distribution  by it to itself,
             the Banks and the  Owner as their interests may appear, and shall
             provide for at least  ten days' prior notice  to be given to  the
             Agent  by  the  underwriters  or  association  in  the  event  of
             cancellation or  the failure of  the Owner to pay  any premium or
             call  which  would  suspend  coverage under  the  policy  or  the
             payment of a claim thereunder.   The Agent and the Trustee  shall
             be  named  as co-assureds  on  all  such  policies and  insurance
             contracts, but without liability  of the Agent or the Trustee for
             premiums  or  calls.   Certified  copies  of all  such  policies,
             binders and other interim insurance contracts  shall be deposited
             with  the Agent.    Originals shall  also  be  provided upon  the
             request of  the Agent.   The  Owner shall  furnish  to the  Agent
             annually a detailed report signed by  a firm of marine  insurance
             brokers satisfactory to the Agent as to  the insurance maintained
             in respect  of the Rig,  as to their opinion  as to  the adequacy
             thereof and as to compliance with  the provisions of this  Clause
             6.01.

             Unless  otherwise  required  by  the  Agent  by  notice   to  the
             underwriters, although the following insurance is  payable to the
             Agent, (i) any  loss under any insurance on  the Rig with respect
             to  protection and indemnity  risks may be  paid directly  to the
             Owner to reimburse  it for any  loss, damage or  expense incurred
             by it and covered by such insurance or to the person to whom  any
             liability  covered by such insurance  has been  incurred and (ii)
             in the case of any  loss (other than a loss covered by  (i) above
             or by the next  following paragraph of this Clause 6.01(b)) under
             any  insurance with respect  to the Rig  involving any  damage to
             the Rig, the underwriters  may pay direct for the repair, salvage
             or other  charges involved  or,  if the  Owner  shall have  first
             fully repaired  the damage  or paid all  of the salvage  or other
             charges, may pay the  Owner as reimbursement therefor;  provided,
             however, that if  such damage  involves a before  deductible loss
             in excess of US$1,000,000,  the underwriters shall not  make such
             payment  without first  obtaining the written  consent thereto of
             the  Agent (which  consent shall  not be  unreasonably withheld).
             Any loss covered  by this  paragraph which is  paid to the  Agent
             but  which  might   have  been  paid,  in   accordance  with  the
             provisions of  this paragraph, directly to  the Owner  or others,
             shall be  paid by the Agent to, or as  directed by, the Owner and
             all  other  payments  to the  Agent  of  losses  covered  by this
             paragraph  shall  be applied  by  the  Agent in  accordance  with
             Clause 10.01.

             In  the  event of  an  actual  or constructive  Total  Loss  or a
             compromised constructive Total Loss or requisition  of title, all
             insurance  payments therefor  shall be  paid to  the Agent.   The
             Owner shall not declare or agree  with the underwriters that  the
             Rig  is  a  constructive  or  compromised,   agreed  or  arranged
             constructive Total Loss without  the prior written consent of the
             Agent.

       (c)   In the event of an actual or constructive Total  Loss of the Rig,
             the Agent shall retain  out of the insurance payments received on
             account of  such loss any  sum or  sums that  shall be or  become
             owing  to  the Secured  Creditors under  the  Security Documents,
             whether or  not the same be  then due and  payable, together with
             accrued  interest  and  the  cost,  if  any,  of  collecting  the
             insurance, and pay the balance as provided in Clause 10.

       (d)   The Owner shall comply with and satisfy all of the provisions  of
             any applicable  law, regulation, proclamation or order concerning
             financial responsibility for liabilities imposed on  the Owner or
             the Rig with respect  to the carriage of passengers or pollution,
             and  will maintain,  or cause to  be maintained, all certificates
             or other evidence of financial responsibility as may be  required
             by any such law,  regulation, proclamation or order  with respect
             to the trade in which the Rig from time to time is engaged.

       (e)   The  Owner shall renew all insurances as they expire and so as to
             insure  that there is no gap  in coverage, keep the Agent advised
             of the progress of such renewals,  and procure that the  insurers
             shall promptly confirm in writing  to the Agent as and  when each
             such renewal is effected.

       (f)   The   Owner   shall   punctually   pay   all   premiums,   calls,
             contributions or  other  sums  payable in  respect  of  all  such
             insurances and produce all relevant receipts  when so required by
             the Agent.

       (g)   The Owner shall arrange for the  execution of such guarantees  as
             may  from  time  to  time  be  required  by  any  protection  and
             indemnity or war risks association.

       (h)   The  Owner shall  not employ  the  Rig or  suffer the  Rig to  be
             employed  otherwise  than in  conformity  with the  terms  of the
             instruments   of  insurance   aforesaid  relative   to  the   Rig
             (including any  warranties, express or  implied, therein) without
             first obtaining the consent  of the  insurers to such  employment
             and complying  with  such requirements  as  to extra  premium  or
             otherwise as the insurers may prescribe.

7.     RIG COVENANTS

7.01   The Owner  covenants  with  the  Trustee  that  throughout  the  Credit
       Facility Period the Owner will:

       (a)   maintain its existence  as a  corporation in  good standing  duly
             organized under the laws of the State of Oklahoma;

       (b)   keep the Rig  documented in its  name as  a United States  vessel
             and to do or  allow to be done nothing whereby such documentation
             may be forfeited or imperilled;

       (c)   not  without the  previous  consent in  writing  of the  Trustee,
             change the name of  the Rig or make  any modification to the  Rig
             which would or  might materially alter  the structure or  type or
             reduce the performance characteristics  of the Rig or  materially
             reduce the value of the Rig;

       (d)   keep the Rig  in a good and efficient  state of repair consistent
             with  the ownership  and operating  practices of  first-class rig
             owners and operators so  as to maintain her present class (namely
             +A1  Self-Elevating  Drilling Unit)  at  the  American Bureau  of
             Shipping free  of recommendations  and qualifications  and change
             of class,  save those notified to and  approved in writing by the
             Trustee  and so  as  to comply  with  all  laws, regulations  and
             requirements  (statutory   or  otherwise)   from  time  to   time
             applicable to vessels documented under the  laws and flag of  the
             United   States  and   applicable  to  vessels   trading  to  any
             jurisdiction to which the Rig may,  subject to the provisions  of
             this Mortgage, trade from time to time;

       (e)   procure that all repairs to or  replacement of any damaged,  worn
             or lost  parts or equipment be  effected in such manner  (both as
             regards workmanship  and quality of materials) as to not diminish
             the value of the Rig  and not to remove any material part  of, or
             item of equipment installed  on, the Rig unless the  part or item
             so removed  is forthwith  replaced  by a  suitable  part or  item
             which is in the  same condition as or  better condition than  the
             part or item removed, is free  from any Security Interest  (other
             than Permitted  Liens) in  favor  of any  person  other than  the
             Trustee and becomes  on installation on  the Rig the  property of
             the  Owner  and  subject  to  the  security constituted  by  this
             Mortgage;

       (f)   submit  the Rig  to such  periodical or  other surveys as  may be
             required  for  classification  purposes  and if  so  required  to
             supply  to the Trustee and the Agent copies of all survey reports
             issued in respect thereof;

       (g)   permit the representatives of the Agent  or independent surveyors
             representing  the  Trustee to  board  the Rig  at  all reasonable
             times and  upon reasonable notice  for the purpose of  inspecting
             her condition  or  for the  purpose of  satisfying themselves  in
             regard to proposed or executed repairs  and to afford all  proper
             facilities for such inspections;

       (h)   promptly  pay and  discharge all  debts, damages  and liabilities
             whatsoever which  have given  or  may give  rise  to maritime  or
             possessory  liens  (other  than  Permitted Liens)  on  or  claims
             enforceable  against  the  Rig   and  all  tolls,  dues,   taxes,
             assessments, governmental  charges, fines and  penalties lawfully
             charged on  or  in respect  of  the Rig  and  all other  expenses
             whatsoever in respect of  the Rig and in  the event of arrest  of
             the  Rig  pursuant to  legal  process,  or in  the  event of  her
             detention in exercise or purported exercise  of any such lien  or
             claim  as aforesaid,  procure the  release of  the Rig  from such
             arrest  or detention  forthwith upon receiving  notice thereof by
             providing bail or otherwise as the circumstances may require;

       (i)   not employ  the  Rig or  allow her  employment  in any  trade  or
             business  which  is  unlawful  under  the laws  of  any  relevant
             jurisdiction  or in carrying  illicit or  prohibited goods  or in
             any   manner   whatsoever  which   may  render   her   liable  to
             destruction,  seizure  or  confiscation  and  in   the  event  of
             hostilities in any part of the world (whether  war be declared or
             not) not employ the Rig or suffer her employment in  carrying any
             contraband goods  or  to enter  or  trade to  any zone  which  is
             declared  a war  zone  by any  government  or  by the  war  risks
             insurers of the Rig unless  there shall have been effected by the
             Owner  (at  its expense)  such  special,  additional or  modified
             insurance cover as the Agent may require;

       (j)   promptly furnish to  the Trustee all  such information as  it may
             from  time  to time  require regarding  the Rig,  her employment,
             position  and   engagements,  particulars  of  all   towages  and
             salvages and, upon the  request of the Trustee in writing, copies
             of  all charters  and  other  contracts  for  her  employment  or
             otherwise howsoever concerning her;

       (k)   notify both  the Trustee  and  the Agent  forthwith  by telex  or
             telecopy thereafter confirmed by letter of:

             (i)     any  casualty  to the Rig which is or is likely to  be  a
                     Major Casualty; and

             (ii)    any occurrence in consequence whereof  the Rig has become
                     or  is, by the  passing of  time or otherwise,  likely to
                     become a Total Loss; and

             (iii)   any requirement or recommendation made  by any insurer or
                     classification  society  or  by  any competent  authority
                     which is not immediately complied with; and

             (iv)    any  arrest of  the  Rig  or  the exercise  or  purported
                     exercise of any lien on the Rig or any requisition of the
                     Rig for hire; and

             (v)     any  intended  dry  docking  of the Rig, as to  which the 
                     Owner shall give the Trustee  ten (10) days prior notice,
                     provided, that in the event of any emergency  dry docking
                     of  the  Rig,  the  Owner  shall  immediately  notify the
                     Trustee; and

             (vi)    any intended  deactivation or  lay-up of  the Rig  (other
                     than for  normal periods of inactivity  between contracts
                     for the Rig during which  periods the Rig remains manned)
                     and obtain the prior written consent of the Trustee;

       (l)   keep  proper books of account  in respect  of the Rig  and as and
             when  the Trustee  or the  Agent may  so reasonably  require make
             such books available for  inspection on behalf of the Trustee and
             furnish satisfactory evidence that  the wages and allotments  and
             the  insurance of the  master and crew  are being  regularly paid
             and that  all deductions  from  crew's wages  in  respect of  tax
             and/or  social security  liability are  being  properly accounted
             for  and that  the master  has no  claim for  disbursements other
             than those  incurred by him in the  ordinary course of trading on
             the voyage then in progress;

       (m)   observe  the obligations  contained in  Sections 7  and 8  of the
             Credit Agreement  which apply to  the Rig and  the Owner, and  in
             pursuance thereof such obligations  shall be incorporated in  and
             deemed to form part of this Mortgage mutatis mutandis;

       (n)   not without the previous  consent in writing of the Trustee (such
             consent not to  be unreasonably withheld),  put the Rig  into the
             possession of any person for the purpose of  work being done upon
             her in  an amount exceeding or likely  to exceed Two Million Five
             Hundred  Thousand United  States Dollars  (US$2,500,000)  (or the
             equivalent in any other currency) unless such person  shall first
             have given to the  Trustee and  in terms reasonably  satisfactory
             to  it a written undertaking not to  exercise any lien on the Rig
             for the cost of such work or otherwise;

       (o)   comply  with  and satisfy  all the  requirements  and formalities
             established  by the  Ship Mortgage  Act  and any  other pertinent
             legislation of the  United States to  perfect this Mortgage  as a
             legal, valid  and enforceable first  and preferred lien upon  the
             Rig  and promptly  to furnish  to the  Trustee from  time to time
             such proof as the Trustee may  request for its satisfaction  with
             respect to  the Owner's compliance  with the  provisions of  this
             sub-clause;

       (p)   place, and  use  due diligence  to retain,  a properly  certified
             copy of this Mortgage on board the Rig with  her papers and cause
             such certified copy of  this Mortgage to be exhibited  to any and
             all persons having  business with the  Rig which might  give rise
             to any  lien thereon other than a lien  for crew's wages, general
             average and salvage and to any  representative of the Trustee  on
             demand and to place and keep  prominently displayed in the  chart
             room  and  in the  master's  cabin of  the Rig  a  framed printed
             notice in plain type in  English of such size that  the paragraph
             of  reading matter  shall cover a  space not  less than  6 inches
             wide and 9 inches high reading as follows:

                                       "NOTICE OF MORTGAGE

             This Rig is covered by a  First Preferred Mortgage to  WILMINGTON
             TRUST  COMPANY  not in  its  individual  capacity  but solely  as
             Trustee  for  the  Banks  defined  in  the  said  Mortgage  under
             authority  of  the United  States  Ship  Mortgage Act,  1920,  as
             amended, recodified  as 46  U.S.C.  31301 et.  seq.   Under  the
             terms of the  said Mortgage neither  the Owner nor  any charterer
             nor the master of  this Rig nor any  other person has any  right,
             power or authority to create, incur or  permit to be imposed upon
             this  Rig  any  lien  whatsoever other  than  for  crew's  wages,
             general average and salvage."

       (q)   comply,  or procure  compliance with, all  Environmental Laws and
             Environmental  Approvals relating  to the  Rig, its  operation or
             management and the business of the Owner from time to time;

       (r)   notify the Trustee forthwith upon:

             (i)  any Environmental  Claim which could  reasonably be expected
                  to result in damages in  excess of US$200,000 being or  made
                  against  the Owner, or otherwise in connection with the Rig;
                  or

             (ii) any  Environmental  Incident    occurring,  and   keep   the
                  Trustee advised, in writing on  such  regular  basis and  in
                  such  detail  as  the  Trustee shall require, of the Owner's
                  response  to  such  Environmental  Claim  or   Environmental
                  Incident;

       (s)   not sell, mortgage or transfer the  Rig (other than as  permitted
             by the Restated Credit  Agreement) without the written consent of
             the  Trustee having  first been  obtained, and  any such  written
             consent to  any one such sale, mortgage  or transfer shall not be
             construed to be a  waiver of this  provision with respect to  any
             subsequent proposed sale, mortgage or  transfer.  Any such  sale,
             mortgage or transfer shall be subject  to the provisions of  this
             Mortgage and the  lien it creates.   The Owner shall  not charter
             the  Rig to, or permit the Rig  to serve under any contract with,
             a person included  within the definition  of (i) "national"  of a
             "designated foreign country," or "specially  designated national"
             of a "designated  foreign country," in the Foreign Assets Control
             Regulations  or  the  Cuban  Assets Control  Regulations  of  the
             United States Treasury Department,  31 C.F.R. Parts 500 and  515,
             in each case as amended, (ii)  "Government of Libya", "entity  of
             the  Government  of  Libya"  or  "Libyan  entity"  in  the Libyan
             Sanctions Regulations of the  United States Treasury  Department,
             31 C.F.R. Part  550, as amended,  or (iii) "Government  of Iraq",
             "entity  of the Government of  Iraq" or "Iraqi Government entity"
             in the Iraqi Sanctions Regulations, 56  Fed. Reg. 2112 (1991)  to
             be  codified at  31 C.F.R. Part  575, as amended,  all within the
             meaning   of    said   Regulations   or   of   any   regulations,
             interpretations  or rulings  issued thereunder, or  sail in Cuban
             waters  or enter any Cuban port for  any purpose or engage in any
             transaction  that violates  any provision of  said Regulations or
             that  violates   any  provision   of  the  Iranian   Transactions
             Regulations, 31  C.F.R. Part 560,  as amended, the Foreign  Funds
             Control  Regulations,  31  C.F.R.  Part  520,   as  amended,  the
             Transaction Control Regulations, 31 C.F.R. Part  505, as amended,
             the  Haitian  Transaction Regulations,  31  C.F.R.  Part 580,  as
             amended, the Foreign Assets  Control Regulations, 31 C.F.R.  Part
             500,  as amended, or  Executive Orders 12810  and 12831;  if such
             transaction  or violation  would  (i) expose  the Trustee  to any
             penalty,  sanction or  investigation or (ii)  jeopardize the lien
             created by this Mortgage  or (iii) have a material adverse effect
             on the Owner or the operation of the Rig;

       (t)   shall not cause or  permit the Rig to  be operated in any  manner
             contrary  to law, shall  not abandon  the Rig in  a foreign port,
             shall  not engage in  any unlawful  trade or  violate any  law or
             carry any cargo that  shall expose the Rig to penalty, forfeiture
             or capture,  and shall not  do, or suffer or  permit to  be done,
             anything which  can or may injuriously affect the registration or
             enrollment of the  Rig under  the laws of  the United States  and
             will at all times keep the Rig duly documented thereunder.

8.     PROTECTION OF SECURITY

8.01   The  Trustee shall  without prejudice  to its  other rights  and powers
       under  this Mortgage and  the other Credit  Documents be  entitled (but
       not bound) at  any time and as  often as may be  necessary to take  any
       such  action as  it may in  the reasonable  exercise of  its discretion
       think  fit for the  purpose of protecting  or maintaining  the security
       created by  this Mortgage  and the  other Credit Documents  (including,
       without limitation, such action as is  referred to in Clause 8.02)  and
       each  and  every  expense,  liability,  or   loss  (including,  without
       limitation,  legal fees)  so incurred  by the  Secured Creditors  in or
       about the protection or  maintenance of the said security together with
       interest payable thereon under  Clause 4.01(b) shall be repayable to it
       by the Owner on demand.

8.02   Without prejudice to the generality of Clause 8.01:

       (a)   if the Owner does not comply  with the provisions of Clause 6  or
             any  of them  the  Agent shall  be  entitled (but  not  bound) to
             effect  or to replace  and renew and  thereafter to  maintain the
             Insurances  in such manner as in  its discretion it may think fit
             and to  require that  all policies, contracts  and other  records
             relating   to   the   Insurances   (including  details   of   any
             correspondence  concerning   outstanding  claims)   be  forthwith
             delivered  to such  brokers  as the  Agent  may  nominate and  to
             collect, recover,  compromise and give a  good discharge  for all
             claims   then  outstanding  or   thereafter  arising   under  the
             Insurances  or any  of them  and  to take  over or  institute (if
             necessary using the  name of the  Owner) all such  proceedings in
             connection therewith  as the Agent in its absolute discretion may
             think fit and to permit the  brokers through whom the  collection
             or recovery is  effected to charge the usual  brokerage therefor;
             and

       (b)   if  the Owner  does  not comply  with  the  provisions of  Clause
             7.01(d)  or 7.01(f)  or the  Trustee shall  be entitled  (but not
             bound)  to arrange  for the  carrying out  of such repairs  to or
             surveys of the Rig as it deems expedient or necessary; and

       (c)   if  the Owner  does  not comply  with  the  provisions of  Clause
             7.01(h) the Trustee shall be  entitled (but not bound) to pay and
             discharge all  such debts,  damages and liabilities  and all such
             tolls, dues,  taxes, assessments, charges,  fines, penalties  and
             other outgoings as are  therein mentioned and/or to take any such
             measures as it  deems expedient or  necessary for the  purpose of
             securing the release of the Rig.

9.     ENFORCEABILITY AND TRUSTEE'S POWERS

9.01   Upon the  happening of any  of the Events of  Default specified  in the
       Credit Agreement  but without  the  necessity for  any  court order  or
       declaration in any jurisdiction to  the effect that an Event of Default
       has occurred (and whether prior  to or after the Banks having served on
       the Owner  any such notice as is referred to in Section 9 of the Credit
       Agreement)  the  security constituted  by  this  Mortgage shall  become
       immediately enforceable and the  Trustee shall be entitled, as and when
       it  may see  fit, to  put into  force and  exercise all  or any  of the
       powers  possessed by  it as  mortgagee of the  Rig or  otherwise and in
       particular:

       (a)   to  exercise  all the  rights  and  remedies  in foreclosure  and
             otherwise  given to  mortgagees by  applicable law  including the
             provisions of the Ship Mortgage Act;

       (b)   to  take possession of the Rig whether actually or constructively
             and/or  otherwise to take control of the Rig wherever the Rig may
             be and cause  the Owner or any other person  in possession of the
             Rig forthwith upon  demand to surrender  the same to  the Trustee
             without legal process  and without  liability of the  Trustee for
             any  losses or  damages incurred  thereby  and without  having to
             render accounts to the Owner in connection therewith;

       (c)   to  require that  all policies, contracts,  certificates of entry
             and other records relating  to the Insurances (including  details
             of   and  correspondence   concerning   outstanding  claims)   be
             forthwith delivered to or to the order of the Agent;

       (d)   to collect, recover, compromise  and give a good discharge for or
             procure  that  the Agent  collect, recover,  compromise  and give
             good discharge for any  and all moneys or claims for  moneys then
             outstanding  or thereafter  arising under  the Insurances  or any
             Requisition Compensation and to  permit any brokers through  whom
             collection  or recovery is effected to charge the usual brokerage
             therefor;

       (e)   to  take over  or institute (if  necessary using the  name of the
             Owner)  or, to  the extent  lawful, procure  that the  Agent take
             over or  institute all such  proceedings in  connection with  the
             Rig,  the  Insurances, or  any  Requisition  Compensation as  the
             Trustee in its  absolute discretion thinks fit and  to discharge,
             compound,  release  or compromise  claims  against  the Owner  in
             respect  of the  Rig which  have given  or may  give rise  to any
             charge or lien on the Rig  or which are or may be enforceable  by
             proceedings against the Rig;

       (f)   to  sell the  Rig or  any  share therein  with  or without  prior
             notice to  the Owner free  from any claim  of or by  the Owner of
             any  nature whatsoever, and  with or without  the benefit  of any
             charterparty  or  other contract  for her  employment,  by public
             auction  or private contract  at such place  and upon  such terms
             (including,  without limitation,  on terms  such that  payment of
             some or all of the  purchase price be deferred) as the Trustee in
             its absolute discretion may determine with  power to postpone any
             such  sale, without  being answerable for  any loss occasioned by
             such sale or resulting  from postponement thereof, and/or  itself
             to  purchase the Rig at  any such  public auction and  to set off
             the purchase price against all or any part of the Obligations;

       (g)   to manage, insure,  maintain and repair  the Rig and  to charter,
             employ, sail or lay  up the Rig in  such manner, upon such  terms
             and  for such period  as the Trustee  in its  absolute discretion
             deems expedient  and for the purposes aforesaid the Trustee shall
             be  entitled to do  all acts and  things incidental  or conducive
             thereto  and  in  particular  to  enter  into  such  arrangements
             respecting the Rig, and  the insurance, management,  maintenance,
             repair,  classification, chartering  and  employment  of the Rig,
             in  all respects as if the Trustee were  the owner of the Rig and
             without being responsible for any loss thereby incurred;

       (h)   to recover from the  Owner on demand any expenses, liabilities or
             losses  as  may  be  incurred by  the  Trustee  in  or about  the
             exercise   of   the   power   vested   in   the   Trustee   under
             Clause 9.01(g);

       (i)   generally,  to recover from  the Owner on  demand each  and every
             expense, liability or  loss incurred by  the Trustee in  or about
             or  incidental  to  the  exercise  by it  of  any  of  the powers
             aforesaid.

9.02   The  Trustee shall not be obliged to make  any enquiry as to the nature
       or sufficiency of any payment received by it under  this Mortgage or to
       make any  claim, take  any action  or enforce  any rights and  benefits
       assigned to the Trustee  by this Mortgage or  to which the Trustee  may
       at any time be entitled hereunder.

9.03   Neither  the Secured  Creditors, nor their  agents, managers, officers,
       employees,  delegates  and advisers  shall be  liable for  any expense,
       claim, liability, loss, cost,  damage or expense incurred or arising in
       connection with  the  exercise or  purported  exercise of  any  rights,
       powers  and discretions  under this  Mortgage in  the absence  of gross
       negligence or wilful misconduct.

9.04   The Trustee shall not by reason  of the taking possession of the Rig be
       liable  to account  as mortgagee-in-possession  or for  anything except
       actual receipts or  be liable for any loss upon  realization or for any
       default  or  omission  for  which a  mortgagee-in-possession  might  be
       liable.

9.05   Upon  any  sale of  the Rig  or any  share therein  by the  Trustee the
       purchaser shall  not be bound  to see or enquire  whether the  power of
       sale  of the Trustee has arisen in the manner provided in this Mortgage
       and the sale shall be deemed to be within  the power of the Trustee and
       the  receipt of the  Trustee for the  purchase money  shall effectively
       discharge  the purchaser who shall not  be concerned with the manner of
       application  of the  proceeds  of  sale or  be  in  any way  answerable
       therefor.

10.    APPLICATION OF MONEYS

10.01  (a)   All  moneys  received  by  the  Trustee  (or  any  other  Secured
             Creditor, as the  case may be) in respect  of sale of the  Rig or
             any part thereof, in  respect of recovery under the Insurances or
             in respect of Requisition  Compensation, shall be applied  in the
             following manner:

             (i)     first, to the payment of all amounts owing the Trustee of
                     the  type  described in clauses (ii) and (iii) of Recital
                     (F);

             (ii)    second, to the extent moneys remain after the application
                     pursuant to the preceding clause (i),  an amount equal to
                     the outstanding Obligations shall be  paid to the Secured
                     Creditors  as  provided  in  Clause 10.01(c),  with  each
                     Secured  Creditor  receiving  an  amount  equal  to  such
                     Obligations  held  by   it  or,   if  the  proceeds   are
                     insufficient to pay in full all such Obligations, its Pro
                     Rata Share (as defined below) of the amount remaining  to
                     be distributed; and

             (iii)   third, to the extent moneys  remain after the application
                     pursuant  to  the  preceding clauses  (i)  and  (ii), and
                     following  the termination of  this Mortgage  pursuant to
                     Clause 3.01, any  surplus then remaining shall be paid to
                     the Owner, subject, however, to  the rights of the holder
                     of any then existing Lien of which the Trustee has actual
                     notice (without investigation).

       (b)   For purposes of this Mortgage "Pro  Rata Share" shall mean,  when
             calculating a Secured Creditor's  portion of any distribution  or
             amount in respect of  any Obligations, the amount (expressed as a
             percentage)  equal to a  fraction the numerator  of which  is the
             then unpaid amount of such Obligations  owing to or held by  such
             Secured  Creditor  and  the denominator  of  which  is  the  then
             outstanding amount  of  all such  Obligations.   For purposes  of
             determining  the  amount payable  to each  Secured  Creditor, the
             Trustee  shall be  entitled to request  each Secured  Creditor to
             furnish it with written  notice of the amount of Obligations then
             owed to  it  and shall  be  entitled to  reply  upon the  amounts
             stated therein in making such distribution.

       (c)   All  payments required to be made  to Secured Creditors hereunder
             shall be  made to the  Agent under  the Credit Agreement  for the
             account of the Secured Creditors.

       (d)   For  purposes of  applying payments  received in  accordance with
             this Clause 10.01,  the Trustee shall  be entitled to  reply upon
             (i)  the Agent under  the Credit Agreement  and (ii)  the Secured
             Creditors for  a determination (which the  Agent and each Secured
             Creditor,  by their acceptance of  the benefits  of this Mortgage
             shall  be obligated to  provide upon request  of the  Trustee) of
             the  outstanding  Obligations  owed  to  the  Secured  Creditors.
             Unless it  has  actual knowledge  (including  by way  of  written
             notice from a Secured  Creditor) to the contrary, the Agent under
             the Credit Agreement, in  furnishing information pursuant to  the
             preceding sentence, and the  Trustee, in acting hereunder,  shall
             be  entitled  to  assume  that  (x)  no  obligations  other  than
             principal, interest and regularly accruing fees  are owing to any
             Secured Creditor.

11.    FURTHER ASSURANCES

11.01  The Owner shall execute and do all such assurances,  acts and things as
       the Trustee in its absolute discretion may require for:

       (a)   perfecting or protecting the  security created (or intended to be
             created) by this Mortgage; or

       (b)   preserving  or protecting any  of the rights  of the  Trustee and
             the other Secured Creditors under this Mortgage; or

       (c)   ensuring that the security  constituted by this Mortgage and  the
             covenants and obligations of the Owner under this Mortgage  shall
             enure to the benefit  of any transferee, successor or assignee of
             the Trustee; or

       (d)   enforcing the security constituted  by this Mortgage on or at any
             time after the same shall have become enforceable; or

       (e)   the exercise of any  power, authority or discretion vested in the
             Trustee under this Mortgage,

       in  any such  case, forthwith  upon demand  by the  Trustee and  at the
       expense of the Owner.

12.    POWER OF ATTORNEY

12.01  The  Owner, by way  of security and in  order more fully  to secure the
       performance  of  the  Obligations,  hereby   irrevocably  appoints  the
       Trustee as its  attorney until the  Total Commitment is  terminated and
       none of the Obligations remain outstanding for the purposes of:

       (a)   doing  in  its  name all  acts  and  executing,  signing  and (if
             required) registering in  its name all documents which  the Owner
             itself  could do, execute,  sign or register  in relation  to the
             Rig (including without limitation, transferring title  to the Rig
             to a third party), provided, however,  that such power shall  not
             be  exercisable by  or  on  behalf  of  the  Trustee  until  this
             Mortgage  shall have become  immediately enforceable  pursuant to
             Clause 9.01; and

       (b)   executing,   signing,   perfecting,  doing   and   (if  required)
             registering every such further  assurance document, act or  thing
             as is referred to in Clause 11.

12.02  The exercise  of such power as is referred to  in Clause 12.01(a) by or
       on  behalf of  the Trustee  shall not put  any person  dealing with the
       Trustee  upon  any  enquiry as  to  whether  this  Mortgage  has become
       enforceable  nor shall  such person  be in  any way affected  by notice
       that this Mortgage has not become enforceable and, in relation  to both
       Clauses 12.01(a) and  12.01(b), the  exercise by  the  Trustee of  such
       power shall be conclusive evidence of its right to exercise the same.

13.    INDEMNITIES

13.01  The  Owner will  indemnify  and  save  harmless  each  of  the  Secured
       Creditors  and each agent  or attorney appointed  under or  pursuant to
       this Mortgage  (each an  "Indemnitee")  from and  against  any and  all
       expenses, claims, liabilities, losses,  taxes, costs, duties, fees  and
       charges  suffered, incurred or  made by such  Secured Creditor  or such
       agent or attorney in good faith:

       (a)   in the exercise  or purported exercise  of any rights,  powers or
             discretions vested in them pursuant to this Mortgage; or

       (b)   in the preservation or enforcement of  the rights of the  Trustee
             under this Mortgage; or

       (c)   on the  release of  the Rig  from the  security  created by  this
             Mortgage,

       and  each of the Secured Creditors and  each such agent or attorney may
       retain and  pay all sums in  respect of the same  out of money received
       under  the powers  conferred  by  this  Mortgage.    All  such  amounts
       recoverable by such Secured Creditors or  such agent or attorney  shall
       be recoverable on a full indemnity basis.

13.02  Without limiting the foregoing Clause  13.01, the Owner hereby  further
       indemnifies and holds harmless  each of the Secured Creditors and their
       respective officers, directors,  employees, attorneys  and agents  from
       and  against  any and  all  liabilities,  losses, obligations,  claims,
       damages,  penalties, causes  of action, costs  and expenses (including,
       without   limitation,   reasonable   attorneys'  fees   and   expenses,
       consultant  fees, investigation  and laboratory  fees) imposed  upon or
       incurred by or asserted against them, or  any of them, by reason of (a)
       an  actual,  alleged  or  threatened Environmental  Incident;  (b)  any
       personal injury (including  wrongful death) or property damage (real or
       personal)  or economic  damage  arising  out  of  or  related  to  such
       Environmental  Incident;  (c)   any  Environmental  Claim   brought  or
       threatened, or  settlement  reached;  or  (d) any  violation  of  laws,
       orders, regulations, requirements  or demands of government authorities
       relating to Hazardous Materials at, or discharged from the Rig.

13.03  If, under  any applicable law or regulation,  and whether pursuant to a
       judgment being made or  registered against the Owner or the liquidation
       of  the  Owner  or  for  any other  reason,  any  payment  under  or in
       connection  with the Subsidiary  Guaranty or this  Mortgage is  made or
       fails  to be  satisfied in  a currency  (the "payment  currency") other
       than  the currency in which such payment  is due under or in connection
       with this  Mortgage (the  "contractual currency"),  then to  the extent
       that the amount of such payment actually received by the  Trustee, when
       converted into the contractual  currency at the rate of exchange, falls
       short  of the amount due under or in connection with this Mortgage, the
       Owner,  as a  separate and independent  obligation, shall indemnify and
       hold harmless  the Trustee against the  amount of such shortfall.   For
       the purposes of  this Clause 13.03, "rate  of exchange" means  the rate
       at which  the Trustee is able on the date of such payment (or, if it is
       not practicable  for the Trustee  to purchase the contractual  currency
       with the payment currency  on the date of such payment,  at the rate of
       exchange as  soon afterwards as  is practicable for  the Trustee to  do
       so) to purchase the  contractual currency with the payment currency and
       shall take  into account any  premium and other costs  of exchange with
       respect thereto.

14.    EXPENSES

14.01  The  Owner shall pay to any Secured  Creditor on demand all costs, fees
       and expenses, including,  but not limited  to, legal fees  and expenses
       and valuation fees and Taxes thereon  incurred by any Secured  Creditor
       or for  which any  Secured  Creditor may  become  liable in  connection
       with:

       (a)   the  negotiation,   preparation  and  execution  of   the  Credit
             Agreement, the Subsidiary Guaranty  and the Credit Documents  (or
             any of them); and/or

       (b)   the preserving  or  enforcing of,  or attempting  to preserve  or
             enforce,  any of  its  rights  under  the Credit  Agreement,  the
             Subsidiary Guaranty or the Credit Documents (or any of them).

14.02  The Owner shall pay  to the Trustee and the Agent on  demand all costs,
       fees  and expenses  (including,  but not  limited  to,  legal fees  and
       expenses)  and  Taxes  thereon  incurred  by  any  Secured  Creditor in
       connection with:

       (a)   any variation  of, or  amendment  or supplement  to,  any of  the
             terms  of the Credit  Agreement, the  Subsidiary Guaranty  or the
             Credit Documents  (or  any  of  them)  requested  by  the  Owner,
             necessary or  advisable under applicable  law or relating to  the
             syndication of the Facility,  or initiated during the  occurrence
             and continuation of an Event of Default; and/or

       (b)   any consent or  waiver required from  the Trustee in  relation to
             the  Credit  Agreement, the  Subsidiary Guaranty  and  the Credit
             Documents (or any of them),

       and  in  each  case,   regardless  of  whether  the  same  is  actually
       implemented, completed or granted, as the case may be.

14.03  The  Owner shall  pay promptly  all stamp,  documentary and  other like
       duties  and  Taxes  to  which  the  Credit  Agreement,  the  Subsidiary
       Guaranty and the Credit  Documents (or any of  them) may be subject  or
       give  rise and shall  indemnify the Trustee  on demand  against any and
       all  liabilities with  respect  to  or  resulting  from  any  delay  or
       omission on the part of the Owner to pay any such duties or Taxes.

15.    COMMUNICATIONS

15.01  All notices to  the Trustee hereunder shall be in  writing and shall be
       made to the following address:

                   Wilmington Trust Company
                   Rodney Square North
                   1100 North Market Street
                   Wilmington, DE  19890-0001
                   Telefax:  (302) 651-8882
                   Attention: Corporate Trust Division

                   With a copy to:

                   Jennifer L. Janss, Esq.
                   Richards, Layton & Finger
                   P.O. Box 551
                   Wilmington, DE  19899


       All  other notices  shall be  made  to the  addresses  provided for  in
       Section 12.03 of the Credit Agreement and Annex II thereto.

16.    ASSIGNMENTS

16.01  This  Mortgage shall be binding upon and  shall enure to the benefit of
       the  Owner,  the Secured  Creditors and  their  respective transferees,
       successors and  permitted assigns  and references in  this Mortgage  to
       any of them shall be construed accordingly.

16.02  The Owner may  not assign  or transfer all  or any  part of its  rights
       and/or obligations under this Mortgage.

16.03  Pursuant to Section  12.16 of the  Credit Agreement, each Bank  has the
       right to  assign or  transfer  all or  any part  of  its rights  and/or
       obligations under the Credit  Agreement on the terms  therein provided.
       The  Trustee  shall  notify  the  Owner  promptly  following  any  such
       assignment, transfer or change.

17.    TOTAL AMOUNT, ETC.

17.01  The  total amount of  the direct or  contingent obligations  secured by
       this   Mortgage   is   One   Hundred   Forty   Million   U.S.   Dollars
       (US$140,000,000)  of  principal  plus interest,  fees,  commissions and
       performance of mortgage covenants.   The interest  of the Owner in  the
       Rig is  100%.   The interest of  the Trustee in  the Rig is  100%.  The
       date  of maturity  is April 30,  2001, and the  discharge amount is the
       same as the  total amount plus such  other sums as shall be  payable by
       the Owner  to the  Banks under the  Credit Agreement or  the Subsidiary
       Guaranty.

18.    MISCELLANEOUS

18.01  If  at any time any one  or more of the  provisions in this Mortgage is
       or becomes invalid, illegal or unenforceable  in any respect under  any
       law  or regulation,  the validity,  legality and  enforceability of the
       remaining provisions of  this Mortgage shall not be in any way affected
       or impaired thereby.

18.02  The Trustee, at any time  and from time to time, may  delegate by power
       of attorney  or in any other manner to any person or persons all or any
       of the  powers, authorities  and  discretions which  are  for the  time
       being  exercisable by the  Trustee under this  Mortgage in  relation to
       the Rig.  Any such  delegation may be made upon such terms  and subject
       to such regulations as  the Trustee may think  fit.  The Trustee  shall
       not be in  any way liable or responsible  to the Owner for any  loss or
       damage  arising from any  act, default, omission  or misconduct  on the
       part of any such delegate.

18.03  A  certification or  determination  by the  Trustee  as  to any  matter
       provided for in this Mortgage shall, in the absence  of manifest error,
       be conclusive and binding on the Owner.

19.    JURISDICTION

19.01  The  Owner agrees that the Trustee shall have the liberty but shall not
       be  obliged to  take any  proceedings in the  courts of  any country to
       protect  or enforce  the security  constituted by  this Mortgage  or to
       enforce any provisions of this Mortgage  or to enforce the  Obligations
       and for  the purpose of any proceedings for  such enforcement the Owner
       hereby submits to the jurisdiction  of the courts of any country of the
       choice of the Trustee.

19.02  Without prejudice to the  generality of Clause 19.01, the Trustee shall
       have the right to  arrest and take action  against the Rig at  whatever
       place  the Rig shall be found  lying and for the  purpose of any action
       which the Trustee may bring  before the courts of such jurisdiction  or
       other judicial  authority and for  the purpose of any  action which the
       Trustee  may bring against the Rig, any writ, notice, judgment or other
       legal process or documents may (without  prejudice to any other  method
       of service under  applicable law) be served upon the  master of the Rig
       (or upon anyone acting as the master) and such  service shall be deemed
       good service on the Owner for all purposes.

19.03  The  Owner agrees  that  should the  Trustee bring  a  legal action  or
       proceedings  against  it  or its  assets  in  relation  to  any matters
       arising out  of or in connection  with this Mortgage,  no immunity from
       such  legal action or  proceedings (which shall  be deemed  to include,
       without   limitation,  suit,  attachment   prior  to   judgment,  other
       attachment, the obtaining of judgment, execution  or other enforcement)
       shall be claimed by  or on behalf of  the Owner or with respect  of its
       assets, and  the Owner  hereby  irrevocably waives  any  such right  of
       immunity which it or  its assets now has  or may hereafter acquire  and
       the Owner hereby consents  generally in respect of any legal  action or
       proceedings arising out of or  in connection with this Mortgage to  the
       giving out  of any relief  or the  issue of  any process in  connection
       with  such  action or  proceedings including,  without  limitation, the
       making,  enforcement or  execution or  attachment against  any property
       whatsoever of any order or judgment  which may be made or given in such
       action or proceedings.

IN WITNESS  whereof the Owner has caused this Mortgage to be executed the  day
and year first before written.


HRB RIG CORPORATION


By_____________________________________
    Its:

                              ACKNOWLEDGEMENT OF MORTGAGE


STATE OF NEW YORK        )
                         )  S.S.
COUNTY OF NEW YORK       )



On this 9th day of July, 1996 before me personally appeared ____________ to me
known  who being  by me  duly  sworn did  dispose and say that  he  resides at
________________________________, that he is ____________________________  for
HRB RIG  CORPORATION, the  corporation  described in  and  which executed  the
foregoing  instrument;  and  that  he  signed his name thereto by order of the
Board of Directors of HRB RIG CORPORATION.



________________________
Notary Public