<PAGE>
                                                                   EXHIBIT 10.17

                             Dated 30 January 2003

               GLOBALSANTAFE DRILLING COMPANY (NORTH SEA) LIMITED
                                    as Lessor

                                     - and -

                                 SOGELEASE B.V.
                                    as Lessee

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

                              HEAD-LEASE AGREEMENT

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

                in respect of the jack-up drilling unit known as
                                   "BRITANNIA"

                            WATSON, FARLEY & WILLIAMS
                                     LONDON

<PAGE>

                                      INDEX

<TABLE>
<CAPTION>
ITEM                                                                    PAGE
<S>                                                                     <C>
1     DEFINITIONS                                                          1

2     LEASING OF THE RIG                                                   9

3     COMMENCEMENT OF LEASE PERIOD                                        10

4     PREMIUM                                                             10

5     RENTALS AND PAYMENTS                                                10

6     SUB-LEASE                                                           11

7     REPRESENTATIONS AND WARRANTIES                                      12

8     PROTECTION OF LESSEE'S INTERESTS                                    14

9     LIMITATION ON LIABILITY                                             15

10    TERMINATION                                                         16

11    EVENT OF LOSS                                                       16

12    RETURN OF THE RIG                                                   16

13    SALE OF THE RIG                                                     16

14    NET SALE PROCEEDS                                                   17

15    RIGHTS AND WAIVER                                                   18

16    ASSIGNMENT                                                          18

17    NOTICES                                                             18

18    LAW AND JURISDICTION                                                19

19    GENERAL                                                             20

SCHEDULE 1  THE RIG                                                       21

SCHEDULE 2  CERTIFICATE OF ACCEPTANCE                                     22

SCHEDULE 3  LESSOR'S CONDITIONS PRECEDENT                                 23

SCHEDULE 4  LESSEE'S CONDITIONS PRECEDENT                                 24

EXECUTION PAGE                                                            26
</TABLE>

<PAGE>

THIS HEAD-LEASE AGREEMENT is dated 30 January 2003

BETWEEN:

(1)   GLOBALSANTAFE DRILLING COMPANY (NORTH SEA) LIMITED a company incorporated
      in England and Wales (with company number 00782373), having its registered
      office at Lothing Depot, North Quay, Commercial Road, Lowestoft NR32 2TF
      (the "LESSOR" which expression includes its successors, permitted assigns
      and permitted transferees); and

(2)   SOGELEASE B.V., a company incorporated in The Netherlands having its main
      office at Rembrandt Tower, Amstelplein 1, 1096 HA, Amsterdam, The
      Netherlands (the "LESSEE" which expression includes its successors,
      permitted assignees and permitted transferees).

WHEREAS:

In consideration of the Lessee agreeing to pay to the Lessor the Premium and the
Rental, the Lessor has agreed to let and the Lessee has agreed to take on lease
the Rig upon the terms and conditions contained in this Lease.

IT IS HEREBY AGREED as follows:

1     DEFINITIONS

1.1   In this Lease (including the recital) the following terms shall have the
      meanings given below:

      "AFFILIATE" means, in relation to a party, any other entity in which it
      possesses directly or indirectly the power to direct or cause the
      direction of the management and policies of the other person, whether
      through ownership of voting shares, by contract or otherwise, or which is
      under direct or indirect common control with, that party from time to
      time;

      "BANK" means Societe Generale, London Branch;

      "BUSINESS DAY" means any day (other than a Saturday or a Sunday) on which
      banks generally are open for business in London, New York and the
      Netherlands;

      "CERTIFICATE OF ACCEPTANCE" means a certificate in the form attached as
      Schedule 2 hereto executed or to be executed by the Lessee and the Lessor;

      "CHARTER" means the bareboat charter dated 1 November 2002 and entered
      into between the Sub-Lessee and the Charterer in respect of the Rig as
      that bareboat charter may be amended from time to time or, as the case may
      be, any other bareboat charter which the Sub-Lessee or the Charterer may
      enter into from time to time in substitution therefor in accordance with
      the terms of the Sub-Lease;

      "CHARTERER" means GlobalSantaFe Drilling U.K. Limited, a company
      incorporated in Scotland with company number SC131375 having its
      registered office at Langlands House, Huntly Street, Aberdeen AB10 1SH or,
      as the case may be, any other person to whom the Sub-Lessee charters the
      Rig pursuant to a Charter;

      "COMPULSORY ACQUISITION" means requisition for title or other compulsory
      acquisition, requisition, appropriation, expropriation, deprivation,
      forfeiture or confiscation for any reason of the Rig by any Governmental
      Entity or other competent authority, whether de jure or de facto, but
      shall exclude requisition for use or hire not involving requisition for
      title;

<PAGE>

      "DEFAULT RATE" means 2% per annum over LIBOR from time to time;

      "DOLLARS" and "US$" means the lawful currency for the time being of the
      United States of America;

      "ENCUMBRANCE" means any mortgage, charge, assignment by way of security,
      pledge, hypothecation, lien, right of set-off, retention of title
      provision, trust or flawed asset arrangement (for the purpose of, or which
      has the effect of, granting security) or any other security interest of
      any kind whatsoever, or any agreement, whether conditional or otherwise,
      to create, or which has the effect of creating, any of the same, or any
      agreement to sell or otherwise dispose of any asset;

      "ENVIRONMENT" means:

      (a)   any land including, without limitation, surface land and sub-surface
            strata, sea bed or river bed under any water (as defined below) and
            any natural or man-made structures;

      (b)   water including, without limitation, coastal and inland waters,
            surface waters, ground waters and water in drains and sewers; and

      (c)   air, including air within buildings and other natural and man-made
            structures above and below ground;

      "ENVIRONMENT CLAIM" means any written or oral notice from any person
      alleging any breach, contravention or violation of any Environmental Law
      or the existence of any liability or potential liability arising from any
      such breach, contravention or violation including, without limitation,
      liability to conduct, pay for or for damages in respect of, any
      investigation or audit, clean-up, redemption, administrative costs or
      charge or expense, damage to the Environment or any natural resource,
      property loss or damage, personal injury or any penalty, attaching or
      relating to the presence, emission, release or leak of any Hazardous
      Material in or to the Environment;

      "ENVIRONMENTAL LAW" means any or all applicable law (whether civil,
      criminal or administrative), common law, statute, statutory instrument,
      treaty, convention, regulation, directive, by-law, demand, decree,
      injunction, resolution, order or judgment (in each case having the force
      of law) and codes of practice or conduct circulars and guidance notes
      having legal or judicial import or effect, in each case of any
      Governmental Entity (whether now existing or hereafter promulgated) in any
      applicable jurisdiction relating to or concerning:

      (a)   pollution or contamination of the Environment;

      (b)   harm, whether actual or potential, to mankind and human sense, other
            living organisms and ecological systems;

      (c)   the generation, manufacture, processing, distribution, use
            (including abuse), treatment, storage, disposal, transport or
            handling of Hazardous Materials; and

      (d)   the emission, leak, release, spill or discharge into the Environment
            of noise, vibration, dust, fumes, gas, odours, smoke, steam,
            effluvia, heat, light, radiation (of any kind), infection,
            electricity or any Hazardous Material and any matter or


                                       2
<PAGE>

            thing capable of constituting a nuisance or any actionable tort or
            breach of statutory duty of any kind in respect of such matters;

      "ENVIRONMENTAL PERMITS" means, in relation to any person, all or any
      permits, licences, consents, approvals, ruling, variance, exemption,
      certificates, registrations and other authorisations and the filing of all
      notifications, reports and assessments required under any Environmental
      Law in connection with the conduct of such person's business and the
      ownership, use, exploitation or occupation of all of its property and
      assets;

      "GOVERNMENTAL ENTITY" means and includes (whether having a distinct legal
      personality or not) (i) any national government, political sub-division
      thereof or local jurisdiction therein, (ii) any board, commission,
      department, division, organ, instrumentality, court or agency of any
      entity referred to in (i) above, however constituted and (iii) any
      association, organisation or institution (international or otherwise) of
      which any entity mentioned in (i) or (ii) above is a member or to whose
      jurisdiction any of the foregoing is subject or in whose activities any of
      the foregoing is a participant;

      "GSF STANDARD" means the standards of operation, management and
      maintenance which the members of the Guarantor's Group adhere to from time
      to time in respect of drilling units comparable to the Rig which standards
      are at all times comparable to the standards of a reasonably prudent
      operator of oil rigs of the same type, age and condition as the Rig;

      "GUARANTEE" means a guarantee and indemnity dated on or about the date
      hereof provided by the Guarantor in favour of the Lessee in respect of the
      obligations of the Lessor under this Lease and the other Lease Documents;

      "GUARANTOR" means GlobalSantaFe Corporation, a company incorporated under
      the laws of the Cayman Islands with its registered office c/o M&C
      Corporate Services Limited, PO Box 309 GT, Ugland House, South Church
      Street, George Town, Grand Cayman, Cayman Islands and having an office at
      15375 Memorial Drive, Houston, Texas
      77079-4101, USA;

      "GUARANTOR'S GROUP" means the Guarantor and any of its Affiliates;

      "HAZARDOUS MATERIAL" means any element or substance, whether natural or
      artificial and whether consisting of gas, liquid, solid or vapour, whether
      on its own or in any combination with any other element or substance,
      which is listed, identified, defined or determined by any applicable law
      to be, or to have been, or to be capable of either being, or becoming,
      harmful to mankind or any living organism or damaging the Environment;

      "INITIAL RENTAL" means the first instalment of rental payable under the
      Sub-Lease;

      "LEASE" means this Head-Lease Agreement and the words "herein",
      "hereunder" and similar words and expressions shall be construed
      accordingly;

      "LEASE DOCUMENTS" means this Lease, the Certificate of Acceptance, the
      Sub-Lease, the Certificate of Acceptance (as defined in the Sub-Lease),
      the Support Letter, the Guarantee, the Lessor Payment Letter, the Lessee
      Payment Letter and all other documents agreed in writing by the Lessor and
      the Lessee to be Lease Documents.

      "LEASE PERIOD" means the period of 5 years commencing on the Start Date
      (or such shorter period as may be determined in accordance with the
      provisions of this Lease);

      "LEASING TERMINATION DATE" means the date on which the sub-leasing of the
      Rig terminates in accordance with clause 12.2(b) of the Sub-Lease;

      "LESSEE GROUP" means the Lessee Parent and any of its Affiliates from time
      to time;


                                       3
<PAGE>

      "LESSEE PARENT" means Societe Generale, a French banking institution;

      "LESSEE PAYMENT LETTER" means a letter from the Lessee to Atlas Lease
      Management Limited pursuant to which the Lessee agrees to pay a sum of
      Dollars to Atlas Lease Management in respect of certain fees and expenses;

      "LESSEE'S ENCUMBRANCES" means any Encumbrance on the Rig to the extent
      that it is solely attributable to or arises as a result of:

      (a)   claims against or affecting the Lessee (including any claim in
            relation to any other rig or vessel of which the Lessee is the owner
            or the lessee or demise charterer) and leased or chartered by it
            otherwise than to the Lessor or any other member of the Guarantor's
            Group) to the extent that it is not related to, or does not arise
            directly or indirectly as a result of the transactions contemplated
            by this Lease or any of the other Lease Documents but excluding any
            such claim to the extent that it is solely attributable or arises as
            a result of any actions, omission, failure or breach, negligent or
            otherwise, of the Lessor or any other member of the Guarantor's
            Group; or

      (b)   acts or omissions of the Lessee to the extent not contemplated,
            required or permitted directly or indirectly as a result of the
            transactions contemplated by this Lease or any of the other Lease
            Documents but excluding any such act or omission to the extent that
            it is solely attributable to or arises as a result of any action,
            omission, failure or breach, negligent or otherwise of the Lessor or
            any other member of the Guarantor's Group; or

      (c)   the non-payment of Taxes imposed upon the Lessee, other than those
            Taxes the subject of any indemnity in favour of the Lessee under the
            Lease Documents or where the liability to pay, or the amount of such
            Taxes is being disputed by the Lessor in good faith or those which
            are solely attributable or arise as a result of any actions,
            omission, failure or breach, negligent or otherwise of the Lessor or
            any other member of the Guarantor's Group; or

      (d)   any act or omission of the Lessee constituting a breach by the
            Lessee of its obligations under this Lease or the other Lease
            Documents to the extent that it is not solely attributable to or
            does not relate or arise directly or indirectly as a result of any
            action, omission, failure or breach, negligent or otherwise, of the
            Lessor or any member of the Guarantor's Group; or

      (e)   any act or omission of the Lessee which constitutes the wilful
            misconduct or recklessness with knowledge of the probable
            consequences,

      but excluding in any such case any Encumbrance which the Lessee is
      contesting in good faith by appropriate proceedings so long as such
      proceedings or the continued existence of the Encumbrance do not give rise
      to any reasonable likelihood of the sale, forfeiture or loss of, or of any
      interest in, the Rig (or any part thereof);

      "LESSEE'S INTEREST" means the Lessee's interest under this Lease;

      "LESSOR PAYMENT LETTER" means a letter from the Lessor to the Lessee
      irrevocably instructing the Lessee to retain from the Premium an amount
      equal to the Initial Rental;

      "LIBOR" means in relation to any relevant period for which LIBOR is to be
      determined, as appropriate:

      (a)   the rate for Dollar deposits for the number of months (rounded to
            the nearest whole number) comprised in the relevant period
            designated as the British Bankers


                                       4
<PAGE>

            Association's Interest Settlement Rate as quoted on the Dow
            Jones/Telerate Monitor as Telerate Page No. 3750 as at or about
            11.00 a.m. (London time) on the date which falls two (2) London
            Business Days prior to the date on which the relevant period
            commences;

      (b)   if such rate is not determinable, the arithmetic mean rounded up to
            five decimal places of the equivalent rates quoted to the Bank by
            each of the Reference Banks as their offered rate for such deposits
            for such periods as at or about 11.00 a.m. (London time) on the date
            which falls two (2) London Business Days prior to the date on which
            the relevant period commences;

      (c)   if neither (a) or (b) above is determinable, then the equivalent
            rate determined by the Bank to be the rate of interest offered to it
            as at or about 11.00 a.m. (London time) on the date which falls two
            (2) London Business Days prior to the date on which the relevant
            period commences by prime banks in the London Interbank Market for
            such deposits for such periods;

      "LONDON BUSINESS DAY" means any day (other than a Saturday or a Sunday) on
      which banks generally are open for business in London;

      "NET SALE PROCEEDS" means the Sales Proceeds minus:

      (a)   the costs and expenses of the sale of the Rig in accordance with
            Clause 13 (Sale of the Rig); and

      (b)   VAT Irrecoverable on Sale;

      "OPERATOR" means any Affiliate of the Guarantor which has the day to day
      operational control of the Rig from time to time;

      "PAYMENT ACCOUNT DETAILS" means in relation to any payment to be made
      under or pursuant to this Lease or any Lease Document, the name, account
      number, sort code, account location (being an account in the United
      Kingdom) and other details specified by the payee and necessary to effect
      payment (by electronic means of transfer) to the payee;

      "PERMITTED ENCUMBRANCE" means:

      (a)   any Lessee Encumbrance;

      (b)   Encumbrances for Taxes for which the Lessor or the Sub-Lessee is
            liable either not yet assessed or, if assessed, not yet due and
            payable or being contested in good faith by appropriate proceedings
            (and for the payment of which adequate reserves have been provided)
            so long as any such proceedings do not involve any reasonable
            likelihood of the sale, forfeiture or loss of, or of any interest
            in, the Rig (or any part thereof);

      (c)   Encumbrances (other than Encumbrances for Taxes) arising out of
            claims, judgments or awards against the Lessor or the Sub-Lessee
            with respect to which at the time an appeal or proceeding for review
            is being prosecuted in good faith (and for the payment of which
            adequate reserves have been made or, when required in order to
            pursue such proceeding, an adequate bond has been provided) and for
            which there shall have been secured a stay of execution pending such
            appeal or proceeding for review so long as any such judgment, award
            or proceeding or the continued existence of such Encumbrance do not
            involve any reasonable likelihood of the sale, forfeiture or loss
            of, or of any interest in, the Rig (or any part thereof);


                                       5
<PAGE>

      (d)   any lien for salvage and any ship repairer's or outfitter's
            possessory lien or any lien for general average or for officers' or
            crew's wages not more than ten (10) Business Days outstanding
            arising in the ordinary course of trading or any other Encumbrance
            or contractual right of set-off arising by operation of law in the
            ordinary course of trading and in respect of obligations which are
            not overdue which in each case is not yet due and payable or is
            being contested in good faith by appropriate proceedings (and for
            the payment of which adequate reserves or an adequate bond have been
            provided) so long as any such proceedings or the continued existence
            of such Encumbrance do not involve any reasonable likelihood of the
            sale, forfeiture or the loss of, or of any interest in, the Rig (or
            any part thereof);

      (e)   the Lease Documents, the Charter and the Service Contract; and

      (f)   any Encumbrance, the creation of which has been expressly permitted
            in writing by the Lessee;

      (g)   any Encumbrance in respect of claims which the Lessor demonstrates
            to the Lessee's satisfaction are then covered by insurance, so long
            as the same do not create a reasonable likelihood of the sale or
            forfeiture or loss of, or of any interest in, the Rig (or any part
            thereof);

      "PREMIUM" means the amount of thirty seven million Dollars
      (US$37,000,000);

      "RELEVANT JURISDICTION" means in relation to each of the Lessor, the
      Lessee or the Guarantor, any jurisdiction in which or where the Lessor,
      the Lessee or the Guarantor respectively is incorporated, resident,
      domiciled, has a permanent establishment, carries on or has a place of
      business or which has jurisdiction over the Rig whether by virtue of its
      location or the operation of the Rig.

      "RELEASE" means an emission, spill, release or discharge into or upon the
      air, surface water, groundwater, or soils of any Hazardous Materials for
      which the relevant person has any liability under Environmental Law,
      except in accordance with a valid Environmental Permit.

      "REFERENCE BANKS" means Lloyds TSB Group plc, Barclays Bank plc and The
      Royal Bank of Scotland plc;

      "RENTAL" means a rental of one hundred Dollars (US$100) per annum payable
      in accordance with Clause 5 (Rentals and Payment);

      "RENTAL PAYMENT DATE" means, subject to Clause 5.8 (Business Days), each
      anniversary of the Start Date during the Lease Period;

      "RIG" means the jack-up drilling unit known as "Britannia" and at the date
      of this Lease working over the Skiff Platform in the Southern North Sea of
      the United Kingdom continental shelf more fully described in Schedule 1,
      together with all equipment, furniture, and all other appurtenances owned
      by the Lessor in relation thereto (whether at the date of this Lease or
      later) but excluding consumable stores and provisions, rented equipment
      and equipment owned or rented by subcontractors and all replacements,
      renewals, improvements and substitutions (whether pursuant to the terms of
      the Sub-Lease or otherwise) and all additions and accessories thereto;

      "SALES PROCEEDS" means the gross amount of the proceeds of sale of the
      Lessor's interest as owner of the Rig plus the proceeds of sale of the
      Lessee's Interest realised in accordance with Clause 13 (Sale of the Rig);


                                       6
<PAGE>

      "SERVICE CONTRACT" means the service contract originally entered into
      between Shell and the Lessor with a commencement date of 1 October 2001
      (and novated from the Lessor to the Charterer by a novation agreement
      dated 1 November 2002) in respect of the operation and employment of the
      Rig as that contract has been and may further be amended from time to time
      or any other service contract which the Charterer may enter into from time
      to time in substitution therefor in accordance with the terms of the
      Sub-Lease;

      "SHELL" means Shell UK Limited (trading as "Shell UK Exploration and
      Production");

      "START DATE" means the date of execution of the Certificate of Acceptance
      by both parties;

      "SUB-LEASE" means the Sub-Lease Agreement dated the same date as this
      Lease and made between the parties hereto in respect of the Rig;

      "SUB-LEASE PERIOD" means the period for which the Rig is sub-leased by the
      Lessee to the Sub-Lessee under the Sub-Lease, being a period of five (5)
      years commencing on the Start Date, or such shorter period as may result
      from any of the provisions of the Sub-Lease;

      "SUB-LESSEE" means the Lessor in its capacity as sub-lessee of the Rig
      under the Sub-Lease;

      "SUPPORT LETTER" means the Support Letter issued or to be issued by the
      Lessee Parent in favour of the Lessor in form and substance satisfactory
      to the Lessor;

      "TAXES" means all present and future taxes, levies, imposts, duties, fees
      or charges of any kind whatsoever including, without limitation,
      corporation, capital gains, income, gross receipt, franchise, transfer,
      sales, use, business, occupation, transaction, purchase, excise, personal
      property, real property, stamp, documentary, national insurance or other
      taxes) or any amount payable on account of or instalment payments in
      respect of or as security for any of the foregoing payable at the instance
      of or imposed by any governmental, taxing or fiscal authority whatsoever
      whether in the United Kingdom or elsewhere together with any penalties,
      additions, fines or interest relating to any of them and "TAX" and
      "TAXATION" and cognate expressions shall be construed accordingly.

      "TERMINATION EVENT" means any of the events so specified in Clause 13.1
      (Termination Events) of the Sub-Lease;

      "TERMINATION SUM" means, with respect to any date, the amount calculated
      for such date in accordance with paragraph 2 (Termination Payment) of the
      Financial Schedule to the Sub-Lease;

      "TOTAL LOSS" means:

      (a)   actual or constructive or compromised or arranged or agreed total
            loss of the Rig; or

      (b)   the destruction or damage beyond economic repair of the Rig, or the
            Rig being otherwise rendered or declared permanently unfit for
            normal use for any reason whatsoever; or

      (c)   the Compulsory Acquisition or the requisition for hire (other than a
            requisition for hire for a temporary period not exceeding one
            hundred and ninety (90) days) of the Rig; or


                                       7
<PAGE>

      (d)   the hijacking, theft, seizure, detention or disappearance of the Rig
            resulting in loss of possession by the person authorised to have
            possession of it for a period of ninety (90) consecutive days or
            longer;

      "VAT" means value added tax as provided for in the Value Added Tax Act
      1994 and legislation (whether delegated or otherwise) supplemental to that
      Act or in any primary or secondary legislation promulgated by the European
      Union or any body or agency of the European Union, and any Tax similar or
      equivalent to value added tax imposed by any country other than the United
      Kingdom and any similar turnover Tax replacing or introduced in addition
      to any of the same;

      "VAT IRRECOVERABLE ON SALE" means VAT incurred by the Lessor in connection
      with its sale of its interest as owner of the Rig and the Lessee's
      Interest which is irrecoverable owing in whole or in part to the nature of
      the service supplied by the Lessor in disposing of the Lessee's Interest;
      and

      "VOLUNTARY TERMINATION NOTICE" has the meaning ascribed to it in clause
      13.5 of the Sub-Lease.

1.2   CONSTRUCTION OF TERMS. In this Lease, unless the contrary intention
      appears, a reference to:

(a)   (i)   an "AMENDMENT" includes any supplement, novation or re-enactment and
            "AMENDED" is to be construed accordingly;

            "ASSETS" includes present and future properties, revenues and rights
            of every description;

            "ASSIGNEE" or "ASSIGNS" of a person shall include any person who has
            assumed all or some of the rights and/or obligations of the relevant
            person, whether by assignment, novation or otherwise;

            "AUTHORISATION" includes any authorisation, consent, approval,
            resolution, licence, permit, exemption, filing and registration;

            "INCLUDING" and "IN PARTICULAR" shall be construed as being by way
            of illustration or emphasis only and shall not be construed as, nor
            shall they take effect as, limiting the generality of the foregoing
            words;

            "OTHER" and "OTHERWISE" shall not be construed ejusdem generis with
            any foregoing words where a wider construction is possible;

            a "PERSON" includes any individual, company, corporation, firm,
            association, trust, unincorporated organisation or body of persons
            (including a partnership, joint venture or consortium), government
            (including any agency, department or political sub-divisions
            thereof), state, agency, international organisation, European Union
            institution, committee, department or authority or other entity
            whether having distinct legal personality or not or any association
            or partnership of two or more of the foregoing and its successors
            (whether of the same name or another name) and permitted assignees;

            a "REGULATION" includes any regulation, rule, official directive,
            request or guideline (whether or not having the force of law) of any
            governmental, inter-governmental or supranational body, agency,
            department or regulatory, self-regulatory or other authority or
            organisation;

            "WINDING-UP" of a person also includes the amalgamation,
            reconstruction, re-organisation, administration, dissolution,
            liquidation, merger or consolidation of


                                       8
<PAGE>

            that person, and any equivalent or analogous procedure under the law
            of any jurisdiction in which that person is incorporated, domiciled
            or resident or carries on its business or has assets;

      (ii)  in this Lease, unless the contrary intention appears, a provision of
            law is a reference to that provision as amended or re-enacted;

      (iii) in this Lease reference to a Clause, a paragraph, a sub-paragraph,
            or a Schedule is, unless specified a reference to a clause, a
            paragraph, a sub-paragraph of or a schedule to this Lease as from
            time to time amended in accordance with the provisions of this
            Lease;

      (iv)  a Lease Document or another document is a reference to that Lease
            Document or other document as amended or substituted from time to
            time;

(b)   the index to and headings in this Lease are for convenience only and are
      to be ignored in construing this Lease; and

(c)   in this Lease words importing the singular shall include the plural and
      vice versa.

2     LEASING OF THE RIG

2.1   OBLIGATIONS OF THE LESSOR. The obligation of the Lessor to lease the Rig
      to the Lessee under this Lease shall be subject to:

(a)   receipt by the Lessor of the Premium less any amounts deducted pursuant to
      the Lessor Payment Letter;

(b)   each of the representations and warranties of the Lessee contained in
      Clause 7 (Representations and Warranties) being true and accurate on the
      Start Date as if given on that date by reference to the facts and
      circumstances then existing;

(c)   satisfaction of each condition precedent listed in Schedule 3 (Lessor's
      Conditions Precedent); and

(d)   evidence that the sub-leasing of the Rig pursuant to the Sub-Lease will
      commence immediately following the commencement of its leasing under this
      Lease.

2.2   BENEFIT OF THE LESSOR. The conditions specified in Clause 2.1 are for the
      sole benefit of the Lessor and may be waived in whole or in part with or
      without conditions by the Lessor.

2.3   OBLIGATIONS OF THE LESSEE. The obligation of the Lessee to take the Rig on
      lease from the Lessor under this Lease shall be subject to:

(a)   a valuation report from Kennedy Marr Limited showing the market value of
      the Rig to be an amount not less than the Premium;

(b)   each of the representations and warranties of the Lessor contained in
      Clause 7 (Representations and Warranties) being true and accurate on the
      Start Date as if given on that date by reference to the facts and
      circumstances then existing;

(c)   the Rig not having become a Total Loss and no event having occurred which,
      with the giving of notice, lapse of time, making of a declaration or
      satisfaction of any other applicable condition, might lead to the Rig
      becoming a Total Loss;


                                       9
<PAGE>

(d)   no Termination Event, nor any event which, with the giving of notice,
      lapse of time or satisfaction of any other applicable condition, would
      constitute a Termination Event having occurred and being continuing;

(e)   satisfaction of each condition precedent listed in Schedule 4 (Lessee's
      Conditions Precedent); and

(f)   evidence satisfactory to the Lessee that the Sub-Lessee has
      unconditionally and irrevocably agreed sub-leasing of the Rig pursuant to
      the Sub-Lease will commence immediately following the commencement of the
      leasing of the Rig under this Lease.

2.4   BENEFIT OF THE LESSEE. The conditions specified in Clause 2.3 are for the
      sole benefit of the Lessee and may be waived in whole or in part with or
      without condition by the Lessee.

2.5   Immediately upon satisfaction (or waiver in writing by the Lessee) of the
      conditions specified in Clauses 2.1 and 2.3, the Lessee and the Lessor
      shall execute the Certificate of Acceptance in relation to the Rig.

2.6   QUIET ENJOYMENT. The Lessor irrevocably warrants and undertakes that the
      Lessee will, subject only to the Lessee not breaching any of its express
      obligations and liabilities under this Lease and the other Lease Documents
      to which it is a party, throughout the Lease Period, be entitled peaceably
      to hold and use the Rig without interference from the Lessor or any person
      acting through the Lessor.

2.7   AGREEMENT TO LEASE. Subject to and in accordance with the terms of this
      Lease, the Lessor agrees to let the Rig to the Lessee and the Lessee
      agrees to take the Rig on lease from the Lessor for the Lease Period.

3     COMMENCEMENT OF LEASE PERIOD

3.1   CERTIFICATE OF ACCEPTANCE. The Lease Period shall commence on the Start
      Date. Delivery of the Rig by the Lessor to the Lessee, and acceptance
      thereof by the Lessee under this Agreement shall be deemed to take place
      immediately upon execution of the Certificate of Acceptance by duly
      appointed representatives of the Lessor and the Lessee and such execution
      shall be conclusive evidence that the Lessee shall have unconditionally
      accepted the Rig for the purposes of this Lease.

3.2   RISK. Notwithstanding acceptance of the Rig by the Lessee, all risk of
      loss of or damage to the Rig shall, as between the Lessor and the Lessee,
      remain with the Lessor throughout the Lease Period.

4     PREMIUM

      In consideration of the Lessor leasing the Rig to the Lessee, the Lessee
      shall pay the Premium (less any amounts which the Lessee deducts pursuant
      to the Lessor Payment Letter) to the Lessor on the Start Date.

5     RENTALS AND PAYMENTS

5.1   RENTALS. In consideration of the Lessor leasing the Rig to the Lessee, the
      Lessee shall, following receipt of an invoice from the Lessor, pay a
      Rental to the Lessor annually in advance to the Lessor's bank account, as
      notified from time to time in writing by the Lessor to the Lessee, on the
      Start Date and on each Rental Payment Date. All payments of Rentals shall
      be made without any set-off or counterclaim.

5.2   PAYMENTS. If any payment due from either party to the other party under
      this Lease is not paid on the due date, the defaulting party shall,
      without prejudice to the other party's


                                       10
<PAGE>

      other rights and remedies, pay on demand interest thereon at the Default
      Rate (as well after as before judgment) from and including such due date
      to but excluding the date of actual payment or reimbursement. Such
      interest shall accrue on a daily basis, assuming a year of three hundred
      and sixty (360) days, and be compounded monthly.

5.3   VAT. All payments due to the Lessor under this Lease are calculated
      without regard to VAT which, if applicable, will be added at the
      appropriate rate. If any VAT is due, the Lessee shall pay to the Lessor
      such VAT together with any interest and penalties thereon on demand by the
      Lessor, such demand to be made no earlier than such date as shall be
      reasonably necessary to enable the VAT to be paid on the last date for the
      payment of such VAT to avoid incurring interest and penalties. The Lessor
      shall promptly provide to the Lessee a valid VAT invoice or invoices (in
      relation to the supplies which it makes hereunder for VAT purposes) and
      any such invoice shall comply with all relevant laws and regulations
      relating to VAT (and, in particular, Part III of the Value Added Tax
      Regulations 1995 (as amended)).

5.4   INCORRECT VAT. If the Lessee pays the Lessor an amount in respect of VAT
      under Clause 5.3 (VAT) and HM Customs and Excise ("CUSTOMS") rules that
      all or part of it was not properly chargeable (an "INCORRECT VAT CHARGE")
      the party receiving the ruling shall immediately notify the other of it
      and, the Lessor shall pay to the Lessee no later than five (5) Business
      Days after such notification an amount equal to that incorrect VAT charge
      together with any interest paid by Customs in respect of such Incorrect
      VAT Charge.

5.5   AMOUNTS PAYABLE BY LESSOR. All amounts payable under this Lease by way of
      indemnity or reimbursement of any costs, expenses, Taxes and the like
      incurred or suffered by either party are payable in the currency in which
      the cost, expense, Tax or other like amount was incurred or suffered.

5.6   CURRENCY. All other amounts payable under this Lease are, except as
      otherwise provided in this Lease, payable in Dollars and shall be made for
      value on the due date.

5.7   PLACE AND PAYMENT MECHANICS. Wherever in this Agreement provision is made
      for the payment by one party to the other, such payment shall be effected
      by crediting the account specified in the Payment Account Details of the
      party entitled to payment in immediately available cleared funds on or
      before the due date for payment. All payments shall be made without any
      set-off or counterclaim.

5.8   BUSINESS DAYS. If a payment under this Lease is due on a day which is not
      a Business Day, the due date for that payment shall instead be the next
      Business Day in the same calendar month (if there is one) or the preceding
      Business Day (if there is not).

6     SUB-LEASE

6.1   RECOGNITION OF SUB-LEASE AND ITS TERMS. The Lessee covenants with the
      Lessor and the Lessor acknowledges that throughout the Lease Period, the
      Rig will be on sub-lease to the Sub-Lessee pursuant to the terms of the
      Sub-Lease unless and until the Sub-Lease Period shall expire or terminate
      for whatever reason. Accordingly, throughout the Sub-Lease Period, the Rig
      will be required by the Lessee to be operated, maintained and insured by
      the Sub-Lessee in accordance with the terms of the Sub-Lease.

6.2   PERFORMANCE BY LESSEE OF ITS SUB-LEASE OBLIGATIONS. The Lessee
      acknowledges and agrees that throughout the Sub-Lease period it shall duly
      and punctually perform its obligations under the Sub-Lease and shall not
      take any action other than as permitted or contemplated by the Sub-Lease
      which would cause the Sub-Lessee or any operator to be incapable of
      performing its obligations in relation to the operation, maintenance and
      insurance of the Rig.


                                       11
<PAGE>

6.3   PERFORMANCE BY SUB-LESSEE OF ITS SUB-LEASE OBLIGATIONS. It is agreed that,
      by entering into the Sub-Lease, the Lessee is deemed to have complied with
      any and all of its obligations, duties or liabilities (express and
      implied) as a bailee of the Rig and shall have no further obligations,
      duties or liabilities (other than the payment of Rental and the Premium
      and any other express obligations relating to the Rig in this Lease).

7     REPRESENTATIONS AND WARRANTIES

7.1   REPRESENTATIONS AND WARRANTIES BY EACH PARTY. Each of the parties hereto
      represents and warrants to the other party (on behalf of itself only) on
      the date hereof, on the Start Date and on each Rental Payment Date that:

(a)   STATUS: it is duly incorporated, as to the Lessor, under the laws of
      England and Wales and as to the Lessee, under the laws of the Netherlands,
      and has power to own its assets and carry on its business as it is now
      being conducted;

(b)   POWERS AND AUTHORITY: it has power to execute, deliver and perform its
      obligations, and to carry out the transactions contemplated by, this Lease
      and the other Lease Documents to which it is or will be a party in
      whatever capacity and all necessary corporate and other action has been or
      will be taken to authorise the execution, delivery and performance of the
      same;

(c)   BINDING OBLIGATIONS: its obligations under this Lease and the other Lease
      Documents to which it is or will be a party in whatever capacity
      constitute its valid and binding obligations enforceable in accordance
      with their terms except as enforcement may be limited by any relevant
      bankruptcy, insolvency, administration or similar laws affecting
      creditors' rights generally and by general principles of equity and
      subject to any relevant qualifications material in any of the legal
      opinions to be delivered pursuant to this Lease or the Sub-Lease;

(d)   CONTRAVENTIONS: the execution, delivery and performance by it of this
      Lease and the other Lease Documents to which it is or will be a party in
      whatever capacity does not:

      (i)   contravene any applicable law or regulation or any order of any
            governmental Entity to which it is subject in any Relevant
            Jurisdiction or, so far as it is aware, any judgment, order or
            decree of any court having jurisdiction over it;

      (ii)  conflict with, or result in any breach of any of the terms of, or
            constitute a default under, any agreement or other instrument to
            which it is a party or any licence or other authorisation to which
            it is subject or which is binding upon it; or

      (iii) contravene or conflict with its constitutional documents;

(e)   INSOLVENCY: it has not taken any action nor, so far as it is aware, have
      any steps been taken or legal proceedings been started against it for
      winding-up, dissolution or re-organisation or any analogous procedures in
      any other jurisdiction, or for the appointment of a liquidator, receiver,
      administrative receiver, or administrator, trustee or similar officer or
      any analogous officer in any other jurisdiction of it or of any of its
      assets;

(f)   AUTHORISATIONS: no authorisations, approvals, licences, consents, filings,
      registrations, payment of duties or Taxes or notarisations are required in
      any Relevant Jurisdiction:

      (i)   for the performance and discharge of its obligations under this
            Lease and the other Lease Documents to which it is or will be a
            party in whatever capacity; and


                                       12
<PAGE>

      (ii)  in connection with the execution, delivery, validity, enforceability
            or admissibility in evidence of this Lease and the other Lease
            Documents to which it is or will be a party in whatever capacity;

(g)   ADVICE: it has taken its own professional advice as to the transactions
      consummated by the Lease Documents and tax and accounting implications
      thereof and acknowledges that, save as expressly set out in the Lease
      Documents, no condition, warranty or representation of any kind whatsoever
      is or has been given by it or on its behalf in respect of such tax and
      accounting implications.

7.2   FURTHER REPRESENTATIONS OF LESSOR. The Lessor further represents and
      warrants to the Lessee that on the date hereof and on the Start Date:

(a)   OWNERSHIP OF RIG: it has such title, right and interests in and to the Rig
      as would entitle it to sell or otherwise dispose of the Rig with full
      title guarantee;

(b)   ENCUMBRANCES: there are no Encumbrances on the Rig, other than Permitted
      Encumbrances;

(c)   THE RIG: the Rig:

      (i)   is not a fixture under English law;

      (ii)  is in good and safe condition and is operating in accordance with
            the GSF Standard; and

      (iii) is currently working over the Skiff Platform in the Southern North
            Sea of the UKCS;

(d)   NO ENVIRONMENTAL CLAIM: no Environmental Claim in excess of one million
      Dollars (US$1,000,000) has been made, or if made, has not yet been
      settled, in respect of the Rig and, to the best of the knowledge and
      belief of the Lessor after due enquiry, (i) no event which, with the
      giving of notice, lapse of time, making of a declaration or satisfaction
      of any other applicable condition could reasonably be expected to lead to
      an Environmental Claim in respect of the Rig has occurred and (ii) no
      Environmental Claim in respect of the Rig is threatened;

(e)   NO RELEASE no Release from the Rig has occurred which could reasonably be
      expected to result in an Environmental Claim in excess of one million
      Dollars (US$1,000,000);

(f)   ENVIRONMENT:

      (i)   the Lessor, its Affiliates, the Charterer, any Operator or (to the
            best of its knowledge without obligation to make any specific
            enquiry outside the normal course of their business) Shell are in
            compliance with all Environmental Laws applicable to them in respect
            of the Rig (including, without limitation, obtaining and complying
            with all required Environmental Permits required from time to time
            and all requirements relating to manning, submission of oil spill
            response plans, designation of qualified individuals) which could
            reasonably be expected to, or failure to comply with or maintain
            could reasonably be expected to, have a material adverse effect on
            the rights or interests of the Lessee or on the ability of the
            Lessor or, as the case may be, the Sub-Lessee to fulfil their
            respective obligations (in any capacity) under the Lease Documents;

      (ii)  neither the Lessor nor any of its Affiliates has received notice of
            any revocation, suspension, amendment, variation, withdrawal or
            refusal to grant any Environmental Permit or any requirement
            relating to manning, submission of oil spill response plans or
            designation of qualified individuals which could


                                       13
<PAGE>

            reasonably be expected to have a material adverse effect of the
            nature referred to in paragraph (i) above.

8     PROTECTION OF LESSEE'S INTERESTS

8.1   RESPONSIBILITY OF THE LESSOR. It is agreed that as between the Lessor and
      the Lessee, the Lessor:

(a)   has been solely responsible for selecting the Rig, relying on its own
      skill and judgment; and

(b)   will be solely responsible for maintaining and insuring the Rig.

      The Lessor acknowledges that the Lessee was not involved in the selection,
      installation or specification of the Rig and will not be involved in the
      operation or any future installation of the Rig.

8.2   TITLE TO THE RIG. The Lessor covenants that it will continue (subject to
      Permitted Encumbrances and subject to any transfer in compliance with
      Clause 16.2 (Assignment by Lessor)) throughout the Lease Period to have
      such title, rights and interests in and to the Rig as would entitle it to
      sell or otherwise dispose of the Rig with full title guarantee.

8.3   NO AUTHORITY TO CREATE ENCUMBRANCES. The Lessor will not and will procure
      that each of the Charterer and any other Operator will not:

(a)   pledge the credit of the Lessee or any member of the Lessee Group for the
      repair of the Rig or otherwise;

(b)   create, purport to create or, subject to Clause 8.4 (Arrest and
      detention), permit to subsist any Encumbrance on, or over or with respect
      to the Rig (other than Permitted Encumbrances);

(c)   sell, attempt to sell or, otherwise dispose of, the Rig or any interest
      therein, or purport so to do without the previous written consent of the
      Lessee or unless the requirements of Clause 16.2 (Assignment by Lessor)
      are satisfied; or

(d)   part with possession of the Rig other than in accordance with the
      Sub-Lease or any other sub-lease or sub-charter permitted by the Sub-Lease
      and except as may be required for repair and maintenance.

8.4   ARREST AND DETENTION.  If the Rig is at any time during the Lease Period:

(a)   arrested, seized, taken into custody or otherwise detained by any person
      or by any court or other tribunal or by any Governmental Entity (other
      than by a Compulsory Acquisition or any requisition for hire or by reason
      of a Lessee's Encumbrance); or

(b)   subjected to distress or other legal proceedings by reason of any process,
      claim, the exercise of any rights conferred by an Encumbrance or by any
      other action whatsoever (other than by reason of a Lessee's Encumbrance),

      the Lessor shall procure the release of the Rig from such arrest, seizure
      or detention within twenty-one (21) days of receiving notice thereof by
      providing bail or otherwise as the circumstances may require. The Lessor
      acknowledges and accepts that the Lessee shall, unless and until a
      Termination Event shall have occurred which is continuing, have the sole
      right to contest any litigation, arbitration or administrative proceedings
      in respect


                                       14
<PAGE>

      of the foregoing subject to and in accordance with clause 14.4 (Defence of
      claims) of the Sub-Lease, mutatis mutandis.

8.5   EXCLUDED REPRESENTATIONS. It is agreed that no term, condition, warranty
      or representation of any kind whatsoever (express or implied) is or has
      been given by or on behalf of the Lessee in respect of the Rig (or any
      part thereof). All terms, conditions, warranties and representations
      (express or implied and whether statutory, collateral hereto or otherwise)
      relating to the Rig, its specification, age, quality, description,
      seaworthiness, satisfactory quality or as to its fitness for any purpose
      are hereby expressly excluded.

8.6   LESSEE'S ENCUMBRANCES. The Lessee will not create, purport to create or,
      subject to Clause 8.7 (Arrest following a Lessee's Encumbrance), permit to
      subsist any Lessee's Encumbrance on, or over or with respect, to the Rig.

8.7   ARREST FOLLOWING A LESSEE'S ENCUMBRANCE. If the Rig is at any time during
      the Lease Period:

(a)   arrested, seized, taken into custody or otherwise detained by any person
      or by any court or other tribunal or by any Governmental Entity by reason
      of a Lessee's Encumbrance; or

(b)   subjected to distress or other legal proceedings by reason of any process,
      claim or the exercise of any rights conferred by a Lessee's Encumbrance,

      the Lessee shall procure the release of the Rig from such arrest, seizure
      or detention within twenty-one (21) days of receiving notice thereof by
      providing bail or otherwise as the circumstances may require.

9     LIMITATION ON LIABILITY

9.1   NO LIABILITY FOR LOSS. The Lessee shall not be liable (in contract, tort
      or otherwise) for any claim, damage, liability or loss (including
      consequential loss) or expense of any kind arising directly or indirectly
      in connection with the Rig (or any part thereof) or from any defect or
      deficiency in, or inadequacy or unsuitability of, the Rig (or any part
      thereof) or its use, performance, operation, maintenance, overhaul or
      repair provided that nothing contained herein shall exclude any liability
      of the Lessee except:

(a)   in respect of any claim, damage, liability or loss arising solely as a
      result of the wilful misconduct or negligence of the Lessee; or

(b)   for death or personal injury caused by the Lessee's negligence to the
      extent that such exclusion is prohibited by statute.

9.2   LIMITATION ON OPERATIONAL LIABILITY. The Lessor acknowledges that the
      Lessee shall itself have no liability to the Lessor whatsoever under this
      Lease in respect of:

(a)   the operation, maintenance and insurance of, or any other matter or thing
      in relation to, the Rig;

(b)   any failure by the Sub-Lessee to comply with the requirements of the
      Sub-Lease as regards operation, maintenance and insurance of the Rig or
      otherwise;

9.3   NO OBLIGATION TO REPLACE. The Lessee shall have no obligation to supply to
      the Lessor any replacement for the Rig if the Rig is, either on delivery
      or thereafter, defective, lost, damaged, unusable or unavailable for any
      reason.

9.4   DUE CONSIDERATION. The Lessor acknowledges that Clauses 9.1 (No liability
      for loss), 9.2 (Limitation on operational liability) and 9.3 (No
      obligation to replace) (the "IDENTIFIED CLAUSES") have been the subject of
      full and free discussion and negotiation between the


                                       15
<PAGE>

      parties, the Lessor fully understands the provisions of the Identified
      Clauses and the implications thereof and the Premium and Rental and other
      amounts payable under this Lease have been calculated in the light of such
      discussion and negotiation and taking in to full account the terms of the
      Identified Clauses. The Lessor further acknowledges and accepts that the
      provisions of the Identified Clauses are fair and reasonable to be
      included in this Lease having regard to the terms and conditions of this
      Lease generally, the transactions contemplated by the Lease Documents as a
      whole and the circumstances which were, or ought reasonably to have been
      in the contemplation of the Lessee and the Lessor at the time this Lease
      was entered into.

10    TERMINATION

10.1  TERMINATION. Where the Sub-Lease Period is to terminate in accordance with
      the provision of the Sub-Lease on the Leasing Termination Date by reason
      of the service of a Termination Notice or a Voluntary Termination Notice
      the Lessor and the Lessee agree that they shall each offer for sale their
      respective interests in the Rig in accordance with Clause 13 (Sale of the
      Rig).

10.2  NO LESSEE PAYMENTS ON TERMINATION. Save only and to the extent that the
      Lessee is obliged to account to the Lessor or the Sub-Lessee for any
      amounts out of Net Sales Proceeds on the applications of such sum in
      accordance with the provisions of the Lease Documents, no payment shall be
      required to be made by the Lessee to the Lessor on any termination of the
      Lease Period. The leasing of the Rig and the Lease Period shall each
      continue until the Leasing Termination Date, whereupon they shall
      terminate.

11    EVENT OF LOSS

      The Lease period shall terminate automatically following the occurrence of
      a Total Loss in respect of the Rig, such termination to occur at the same
      time as termination of the Sub-Lease Period in accordance with the terms
      of the Sub-Lease.

12    RETURN OF THE RIG

      On expiry or termination of the Lease Period (other than by reason of a
      Total Loss) the Lessee shall be deemed to have redelivered the Rig to the
      Lessor and the Lessor shall be deemed to have accepted such redelivery
      without further action on the part of either party by virtue of redelivery
      of the Rig by the Sub-Lessee to the Lessor at the direction of the Lessee
      in accordance with Clause 12.1 of the Sub-Lease. Such deemed redelivery
      will be in "as is, where is" condition and the Lessee shall have no
      obligation to take any step or incur any expense without being indemnified
      by the Lessor to its satisfaction in advance of taking such steps or
      incurring such expense.

13    SALE OF THE RIG

13.1  SALE.  In circumstances referred to in Clause 10.1 (Termination):

(a)   the Lessor and the Lessee shall each offer for sale their respective
      interests in the Rig with the intent that such sale shall be completed by
      the Lessor and the Lessee as soon as reasonably practicable after such
      termination; and

(b)   the Lessor shall be entitled to act as agent for sale of the Lessee for
      the purposes of disposing of the Lessee's Interest on the following basis
      (unless otherwise agreed by the Lessee):

      (i)   either the Lessee has received all amounts then due and payable
            under the Sub-Lease or the Lessee is satisfied that following the
            sale of the Rig it will receive such amounts;


                                       16
<PAGE>

      (ii)  that the interest of the Lessor and the Lessee's Interest in the Rig
            shall be sold to the same person;

      (iii) that the price at which the Lessee's Interest in the Rig is sold
            shall be subject to the approval of the Lessee, such approval not to
            be unreasonably withheld or delayed and not to be withheld if such
            price is supported by a valuation of the Rig obtained from an
            independent valuer selected by the Lessor;

      (iv)  that the Lessee shall not be required to give any warranty to any
            purchaser of the Lessee's Interest save that such interest is free
            of Lessee's Encumbrances;

      (v)   the Lessor shall be entitled, subject to the foregoing, to select
            the means, timing and terms of the disposal of the Rig and the
            Lessee's Interest and in particular whether to sell by public
            auction or tender or by private treaty;

      (vi)  all Net Sale Proceeds shall be paid to the Lessor for application by
            it in accordance with this Lease and the other Lease Documents.

13.2  LESSEE'S INTEREST. The sale of the Rig shall take place subject to this
      Lease and the Lessee's Interest but on the basis that the leasing of the
      Rig under this Lease shall terminate in accordance with Clause 10.2
      (Termination) on the Leasing Termination Date. The Lessee's entitlement to
      a portion of the Net Sale Proceeds in accordance with Clause 14.2
      (Application of Net Sale Proceeds) is to compensate the Lessee for
      agreeing to the sale of the Rig and the termination of its right to take
      the Rig on lease under this Lease on the Leasing Termination Date.

14    NET SALE PROCEEDS

14.1  CURRENCY OF SALE OF RIG. If the Rig is sold in a currency other than
      Dollars the Sales Proceeds shall be the amount of Dollars which the Lessor
      is able to purchase with the foreign currency which it receives in respect
      of such foreign currency when it receives it or as soon thereafter as
      foreign exchange transactions are able to be made in the City of London.

14.2  APPLICATION OF "NET SALE PROCEEDS". The Lessor and the Lessee agree that
      any Net Sale Proceeds will be applied as follows:

(a)   first an amount equal to the aggregate of the Termination Sum payable
      under the Sub-Lease and any other amounts due and payable to the Lessee
      under clause 13.6 (Payments on Termination) of the Sub-Lease shall be paid
      to the Lessee and applied in or towards settlement of such amount (the
      "TOTAL TERMINATION SUM");

(b)   secondly, where there is any balance of Net Sale Proceeds after the
      application referred to in sub-paragraph (a) above, an amount equal to:

      (i)   the Net Sale Proceeds less the Total Termination Sum; multiplied by:

      (ii)  the fraction a/b,

            where "a" is the length of the unexpired residue of the Lease Period
            at the time of the termination of the leasing of the Rig under the
            Sub-Lease (expressed in days); and "b" is the Lease Period
            (expressed in days),

            shall be paid to the Lessee and applied by the Lessee in accordance
            with clause 12.3 (Sub-Lessor's Disposal Proceeds) of the Sub-Lease;
            and

(c)   thirdly, the balance (if any) shall be paid to the Lessor.


                                       17
<PAGE>

15    RIGHTS AND WAIVER

15.1  RIGHT OR REMEDY. No right or remedy conferred upon either party by this
      Lease shall be exclusive of any right or remedy provided by law, and all
      rights and remedies conferred upon either party by this Lease shall be
      cumulative with, and in addition to, its rights under general law and, in
      particular, shall be without prejudice to the relevant party's rights to
      claim damages.

15.2  WAIVER. The exercise of any power or remedy or the enforcement of any
      right by either party shall not be construed as a waiver of the right to
      exercise any other power or remedy or to enforce any other right. Any
      forbearance or indulgence granted by a party shall not constitute a waiver
      of the right or remedy of such party in respect of which such forbearance
      or indulgence is granted and such party shall be entitled to exercise such
      right or remedy at any time thereafter.

16    ASSIGNMENT

16.1  NO ASSIGNMENT BY LESSEE. The Lessee may not assign or otherwise transfer
      its rights and/or obligations under this Lease without the prior written
      consent of the Lessor.

16.2  ASSIGNMENT BY LESSOR. The Lessor may assign or otherwise transfer all (but
      not part only) of its rights and obligations under this Lease to another
      Affiliate of the Guarantor which is incorporated in either England and
      Wales or Scotland (the "TRANSFEREE") PROVIDED THAT in connection with and
      as a condition to such transfer:

(a)   the Transferee also acquires ownership of the Rig and (by novation or
      otherwise) all the rights and obligations of the Sub-Lessee under the
      Sub-Lease;

(b)   the obligations of the Transferee are guaranteed by the Guarantor on the
      terms of the Guarantee, mutatis mutandis;

(c)   the Lessee receives such evidence of due corporate authorisation by the
      Lessor, the Transferee and the Guarantor in relation to the matters
      outlined above and such favourable legal opinions as it shall require, in
      such case acting reasonably.

      Any assignment or transfer of all or any part of the Lessor's rights or
      obligations under this Lease, otherwise than in accordance with the
      foregoing provisions of this Clause 16.2, shall require the prior written
      consent of the Lessee.

17    NOTICES

17.1  WRITTEN FORM. Any demand, notice or other communication to be given under
      or in connection with this Lease shall be given in writing in English and,
      unless otherwise provided, shall be made by fax or letter in writing and
      sent by first class prepaid letter post, by fax or delivered by hand to
      the addressee at its address set out below.

17.2  ADDRESS. Any notice or other communication to be given by one party to
      another under this Lease shall (unless one party has by fifteen (15) days'
      notice to the other party specified another address) be given to that
      other party at the respective addresses given below.

17.3 DETAILS. The addresses and fax numbers of the Lessor and the Lessee are:

      Lessor:

      GlobalSantaFe Drilling Company (North Sea) Limited
      Langlands House


                                       18
<PAGE>

      Huntly Street
      Aberdeen   AB10 1SH
      Scotland

      Fax:        + 44 1224 654680

      Attention:  Legal Department

      with a copy to:

      GlobalSantaFe Corporation
      15375 Memorial Drive
      Houston
      Texas  77079
      USA

      Fax:        + 281 925 6675

      Attention:  Legal Department

      the Lessee:

      Sogelease B.V.
      Rembrant Tower
      Amstelplein 1
      1096 HA
      Amsterdam
      The Netherlands

      Fax:        + 31 20 4635 358

      Attention:  Head of Lease Administration

17.4  NOTICE. Any notice or other communication given by one party to the other
      shall be deemed to have been received:

(a)   if sent by fax, when a positive transmission report is received;

(b)   in the case of a written notice given by hand, on the day of actual
      delivery to the addressee; and

(c)   if posted, on the second Business Day following the day on which it was
      despatched by first class mail postage prepaid,

      provided that a notice given in accordance with the above but received on
      a day which is not a Business Day or after normal business hours in the
      place of receipt shall only be deemed to have been received on the next
      Business Day.

18    LAW AND JURISDICTION

18.1  LAW. This Lease is governed by and shall be construed in accordance with
      English law.

18.2  JURISDICTION. The parties agree that the courts of England shall have
      exclusive jurisdiction to settle any disputes which may arise in
      connection with this Lease. By its execution and delivery of this Lease,
      the Lessee:


                                       19
<PAGE>

(a)   hereby accepts for itself and in respect of its property, generally and
      unconditionally, the jurisdiction of the aforesaid courts;

(b)   waives any objections on the grounds of venue or forum non conveniens or
      any similar grounds and agrees that legal proceedings in anyone or more
      jurisdictions shall not preclude legal proceedings in any other
      jurisdiction; and

(c)   agrees that final judgment against it in any action or proceedings shall
      be conclusive and may be enforced in any other jurisdiction within or
      outside England by suit on the judgment, a certified copy of which shall
      be conclusive evidence of the fact and of the amount of its indebtedness.

18.3  APPOINTMENT OF PROCESS AGENT. The Lessee hereby appoints the London office
      for the time being of Societe Generale to receive, for and on behalf of
      itself, service of process in England in any legal proceedings with
      respect to this Lease. Should Societe Generale cease to have an office in
      London during the period of this Lease, the Lessee shall, in a timely
      manner, appoint another agent for service of process in England and
      confirm the same to the Lessor.

19    GENERAL

19.1  ILLEGALITY. If any provision of this Lease is or becomes illegal, invalid
      or unenforceable in any respect in any jurisdiction neither the legality,
      validity or enforceability of:

(a)   such provision in any other jurisdiction; or

(b)   any other provision hereof in such or any other jurisdiction shall in any
      way be affected or impaired.

19.2  RIGHTS OF THIRD PARTIES. No term of this Lease is enforceable under the
      Contracts (Rights of Third Parties) Act 1999 by a person who is not party
      to this Lease.

19.3  COUNTERPARTS. This Lease may be executed in any number of counterparts and
      this will have the same effect as if the signatures on the counterparts
      were on a single copy of this Lease.

AS WITNESS the hands of duly authorised representatives of the parties hereto
the day and year first above written.


                                       20
<PAGE>

                                   SCHEDULE 1

                                     THE RIG

<TABLE>
<S>                                         <C>
              Type:                         Jack-Up Drilling Unit

              Overall Dimensions:           224 by 200 by 25 feet

              Legs (4):                     324 ft. long triangular

              Design:                       Breit Engineering

              Year of Build:                1968

              Class:                        ABS
</TABLE>



                                       21
<PAGE>

                                   SCHEDULE 2

                            CERTIFICATE OF ACCEPTANCE

Certificate of Acceptance dated [-] January 2003 pursuant to a Head-Lease
Agreement dated [insert date] January 2003 (the "LEASE") between (1)
GlobalSantaFe Drilling Company (North Sea) Limited as Lessor and (2) Sogelease
B.V., as Lessee.

Terms used in this Certificate of Acceptance shall have the meaning given to
such terms in the Lease in accordance with the terms thereof.

The Lessor and the Lessee hereby confirm that:

(a)   the Rig has been delivered by the Lessor to the Lessee and accepted by the
      Lessee from the Lessor under the Lease subject to the provisions of Clause
      2.6 (Quiet enjoyment) of the Lease;

(b)   in the case of the Lessor, the conditions set out in Clause 2.1
      (Obligations of the Lessor) of the Lease have been satisfied or waived;
      and

(c)   in the case of the Lessee, the conditions set out in Clause 2.3
      (Obligations of the Lessee) of the Lease have been satisfied or waived.

This Certificate of Acceptance is a Lease Document.

SIGNED
by
for and on behalf of
GLOBALSANTAFE DRILLING COMPANY (NORTH SEA) LIMITED

SIGNED
by
for and on behalf of
SOGELEASE B.V.


                                       22
<PAGE>

                                   SCHEDULE 3

                          LESSOR'S CONDITIONS PRECEDENT

The obligation of the Lessor to lease the Rig to the Lessee under this Lease
shall (in addition to the other matters set out in Clause 2.1 (Obligations of
the Lessor) of the Lease) be subject to receipt by the Lessor, in form and
substance satisfactory to the Lessor of:

1     A copy, certified by an appropriate officer of the Lessee, to be a true,
      complete and up-to-date copy, of the constitutional documents of the
      Lessee.

2     A certified copy of a resolution of the Lessee's Board of Directors
      authorising entry by the Lessee into this Lease and the other Lease
      Documents to which it is a party (or such other evidence of due
      authorisation as the Lessor shall agree).

3     A certified copy of any power of attorney of the Lessee pursuant to which
      any of the Lease Documents are executed by the Lessee.

4     An extract of the Register of the Chamber of Commerce in respect of the
      Lessee.

5     A certified copy of the power of attorney of the signatories appointed for
      and on behalf of the Lessee Parent to execute the Support Letter.

6     The Sub-Lease and the other Lease Documents to which the Lessee is a party
      duly executed by the Lessee.

7     The Support Letter duly executed by the Lessee Parent.

8     An acknowledgment from the agent for service of process appointed by the
      Lessee for the purpose of this Lease and the other Lease Documents
      confirming that it has accepted its appointment.


                                       23
<PAGE>

                                   SCHEDULE 4

                          LESSEE'S CONDITIONS PRECEDENT

The obligation of the Lessee to take the Rig on lease from the Lessor under this
Lease shall (in addition to the other matters set out in Clause 2.3 (Obligations
of the Lessee) of the Lease) be subject to receipt by the Lessee, in form and
substance satisfactory to the Lessee of:

1     A copy certified by a Director or the Secretary of the Lessor, to be a
      true, complete and up-to-date copy, of the Certificate of Incorporation
      and the Memorandum and Articles of Association of the Lessor.

2     A copy, certified by an appropriate officer of the Guarantor, to be a
      true, complete and up-to-date copy, of the Memorandum and Articles of
      Association of the Guarantor and a copy of a certificate of goodstanding
      of the Guarantor.

3     A certified copy of a resolution of the Lessor's Board of Directors
      authorising entry by the Lessor into this Lease and the other Lease
      Documents to which it is party (or such other evidence of due
      authorisation as the Lessee shall agree).

4     A certified copy of a resolution of the Guarantor's Board of Directors
      authorising entry by the Guarantor into the Guarantee (or such other
      evidence of due authorisation as the Lessee shall agree).

5     A certified copy of any power of attorney of the Lessor or the Guarantor,
      respectively, pursuant to which any of the Lease Documents are executed by
      the Lessor or the Guarantor.

6     Any documentation which is required from the Lessor by the Lessee (and
      notified by the Lessee to the Lessor within a reasonable time before the
      Start Date) for the purposes of its compliance with the FSA "Know Your
      Customer" requirements.

7     The Sub-Lease duly executed by the Sub-Lessee.

8     The other Lease Documents to which the Lessor is a party duly executed by
      the Lessor.

9     The Guarantee duly executed by the Guarantor.

10    Evidence that the insurances referred to in Clause 10 (Insurance) of the
      Sub-Lease are in place in accordance with that Clause or are otherwise
      acceptable to the Lessee.

11    A favourable legal opinion from Maples & Calder in relation to relevant
      matters of Cayman Islands law in respect of the Guarantor, including the
      due authorisation and execution by the Guarantor of the Guarantee.


                                       24
<PAGE>

12    A favourable legal opinion from Allen & Overy in relation to relevant
      matters of English law.


                                       25
<PAGE>

                                 EXECUTION PAGE

SIGNED for and on behalf of         )
GLOBALSANTAFE DRILLING              )  /s/ Walter Andrew Baker
COMPANY (NORTH SEA) LIMITED         )
by Walter Andrew Baker              )

Witness to the above signature:

A. Drage
................................

SIGNED for and on behalf of   )
SOGELEASE B.V.                )  /s/ Niek Volkers
by Niek Volkers               )

Witness to the above signature:

Neill Proudfoot
...............................


                                       26