EXHIBIT 10.1


                          CONSENT OF NOTE HOLDER


      WHEREAS,  the undersigned ("Note Holder") entered into  that  certain
Note  Purchase  Agreement dated as of August 12, 1999 (the  "Note  Purchase
Agreement") with RBF Exploration Co., a Nevada corporation ("Issuer"); and

     WHEREAS, as a condition to Note Holder entering into the Note Purchase
Agreement,  Issuer entered into that certain Trust Indenture  and  Security
Agreement  dated  as of August 12, 1999 ("Indenture") with  Chase  Bank  of
Texas, National Association, as Trustee ("Trustee"); and

     WHEREAS,  Issuer now desires to amend or replace, or have  amended  or
replaced,  certain documents subject or related to the Indenture  that  are
listed  on  Schedule A hereto (the "Amended Documents") in connection  with
the  delivery of the Drilling Rig (as defined in the Indenture) (the "Stage
One Delivery"); and

     WHEREAS,  Issuer  now desires to enter into, or have entered  into  or
created,  certain documents that are listed on Schedule B hereto (the  "New
Documents"  and  collectively with the Amended Documents,  the  "Stage  One
Documents") in connection with the Stage One Delivery;

     NOW,  THEREFORE, to comply with the provisions of Article  11  of  the
Indenture  and  to  allow for the Stage One Delivery,  Note  Holder  hereby
expressly agrees, consents or declares to Trustee as follows:

     1.   Definitions.   Unless otherwise defined herein, capitalized terms
used  herein  shall  have  the meaning ascribed  thereto  in  that  certain
Supplemental   Indenture  and  Amendment  of  even   date   herewith   (the
"Supplemental Indenture") by and among BTM Capital Corporation, a  Delaware
corporation  ("Independent Owner"), Trustee and Issuer or, if not  therein,
in the Indenture.

     2.    Solicitation.   Note Holder has been informed  of,  and  had  an
opportunity to review, each of the New Documents and has been afforded  the
opportunity  of considering such New Documents with sufficient  information
to  make  an informed decision with respect thereto.  Note Holder has  not,
directly  or indirectly, received any remuneration, whether of supplemental
or additional interest, fee or otherwise as consideration for entering into
the New Documents.

     3.    Documents.  Note Holder has received copies of each of the Stage
One Documents and hereby consents, to the extent required by the Indenture,
to  (a) the amendment, change or novation of the Amended Documents and  (b)
the  execution  and  delivery of each of the New  Documents.   Note  Holder
hereby  directs  Trustee,  to  the extent  required  or  permitted  by  the
Indenture,  to (a) execute and deliver each of the New Documents  to  which
Trustee is a party and (b) deliver to the Sureties the Original Performance
Bond.

     4.    Security Interests.  Note Holder hereby consents, to the  extent
required  by the Indenture, (a) to the release of the security interest  by
the  Trustee as provided in Section 2.03(a) of the Supplemental  Indenture,
(b)  to  the  concurrent grant of the security interest by the  Independent
Owner to Trustee as provided in Article 3 of the Supplemental Indenture and
(c)  to the creation, modification or release of such other liens, if  any,
provided for in the New Documents.

     5.    Trustee Consent Authorized.  Note Holder hereby consents, to the
extent  required  by the Indenture, to the consents given  by  the  Trustee
under Article 2 of the Supplemental Indenture.

     6.     Waiver  of  Notice.   Note  Holder  hereby  waives  the  notice
requirements  otherwise required to be given by the Trustee  under  Section
11.3 of the Indenture.

     7.    No  Further Consent.  Note Holder expressly does not  hereby  or
otherwise  consent  to  (a) any further amendment,  change,  assignment  or
novation  of  (i) the Stage One Documents after the execution and  delivery
thereof  in  the form provided to Note Holder or (ii) any other Transaction
Document, (b) to any sale, assignment or other disposition of the  Drilling
Rig or the Equipment other than pursuant to the Put Option in Section 10 of
the  Sale  and  Funding Agreement, subject to the conditions set  forth  in
Section  2.03(c) of the Supplemental Indenture or (c) to any assignment  by
the  Issuer of any of its right, title or interest in, to or under the SDDI
Contract  or  the  Operation  and Maintenance  Agreement,  whether  or  not
contemplated by the Stage One Documents.

     8.   Principal Amount Owed.  Note Holder is the record owner of a Note
in  the principal amount as set forth below its signature and, as such, has
all requisite authority to execute and deliver this consent.



                         [signature page follows]

     IN  WITNESS  WHEREOF,  the undersigned Note  Holder  has  caused  this
Consent  of Note Holder to be executed and delivered by its duly authorized
officer as of February 1, 2000.

                         NOTE HOLDER:

                         VICTORY RECEIVABLES CORPORATION

                         By:______________________________
                         Name:
                         Title:

                         Class A1 Note Holder in the amount of
                         $200,000,000.00

     IN WITNESS WHEREOF, the  undersigned  Note  Holder  has  caused   this
Consent  of Note Holder to be executed and delivered by its duly authorized
officer as of February 1, 2000.

                         NOTE HOLDER:

                         ANCHOR NATIONAL LIFE INSURANCE COMPANY

                         By:______________________________
                         Name:
                         Title:

                         Class A2 Note Holder in the amount of
                         $10,000,000.00

     IN WITNESS WHEREOF, the  undersigned  Note  Holder  has  caused   this
Consent  of Note Holder to be executed and delivered by its duly authorized
officer as of February 1, 2000.

                         NOTE HOLDER:

                         FIRST SUNAMERICA LIFE INSURANCE COMPANY

                         By:______________________________
                         Name:
                         Title:

                         Class A2 Note Holder in the amount of $5,000,00.00

     IN  WITNESS  WHEREOF,  the undersigned Note  Holder  has  caused  this
Consent  of Note Holder to be executed and delivered by its duly authorized
officer as of February 1, 2000.

                         NOTE HOLDER:

                         PARTHENON RECEIVABLES FUNDING LLC

                         By:   Parthenon  Receivables Funding  Corporation,
                         its sole member

                         By:______________________________
                         Name:
                         Title:

                         Class A2 Note Holder in the amount of
                         $35,000,000.00


                         SCHEDULE A

                             Amended Documents

1.   Indenture

2.   Construction Contract

3.   Construction Supervisory Agreement

4.   Performance Guarantee

5.   Performance Bond

6.   Note Purchase Agreements

7.   UCC-1 Financing Statement file number 99-164271 executed by Issuer in
     favor of Trustee filed on August 16, 1999

                                SCHEDULE B

                               New Documents

1.   Supplemental Indenture

2.   Amendment to Note Purchase Agreement

3.   New Performance Bond

4.   First Preferred Ship Mortgage

5.   New Construction Supervisory Agreement

6.   Sale and Funding Agreement

7.   Novation Agreement

8.   Certain  UCC-1 Financing Statements executed by Issuer and Independent
     Owner in favor of Trustee relating to security interests granted under
     the Indenture, Supplemental Indenture and the Assignment of Interests

9.   UCC-3  Financing  Statement  Change executed  by  Issuer  and  Trustee
     affecting and evidencing the transaction contemplated by the Stage One
     Documents

10.  Acknowledgment  of  Rig Ownership and Ratification  of  Operation  and
     Maintenance  Agreement  by and among Parent,  Issuer  and  Independent
     Owner

11.  New Performance Guarantee

12.  Collection Account Notification Letter

13.  Acknowledgment of Independent Transaction of even date herewith by and
     among  each  Note  Holder signatory to the Note  Purchase  Agreements,
     Issuer, Independent Owner and Trustee