EXHIBIT 10.5

                                                             Execution Copy

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                       FIRST PREFERRED SHIP MORTGAGE


                                  Made by

                            RBF Exploration Co.

                                In Favor of


      Chase Bank of Texas, National Association, as Indenture Trustee


                                    on

                            DEEPWATER NAUTILUS


                           Dated  ________, ____


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                         First Preferred Ship Mortgage
                         Mortgagor:     RBF Exploration Co.
                                        901 Threadneedle
                                        Houston, Texas 77079

                         Mortgagor's Interest in the Vessel:  100%
                         Mortgagee:     Chase Bank of Texas, National
                                        Association
                                        1150 Chase Tower
                                        600 Travis Street
                                        Houston, TX 77002


     THIS FIRST PREFERRED SHIP MORTGAGE dated the ___ day of ________,
____ (as amended, supplemented or otherwise modified from time to time,
the "Mortgage") is made and given by RBF Exploration Co., a Nevada
corporation (the "Mortgagor"), whose address is set forth above, to
Chase Bank of Texas, National Association, as Indenture Trustee (as such
term is hereinafter defined), whose address is set forth above
(hereinafter referred to, together with its successors and assigns, as
the "Mortgagee").

                                 RECITALS

     A.   Of even date herewith, Mortgagor and Chase Bank of Texas,
National Association  have entered into that certain Trust Indenture and
Security Agreement (as the same may be amended, supplemented, restated
or otherwise modified from time to time, the "Trust Indenture").
Pursuant to the terms and conditions contained in the Trust Indenture,
Mortgagor entered into those certain Note Purchase Agreements dated
August 12, 1999 (the "Note Purchase Agreements") wherein certain Note
Holders (as such term is defined in the Trust Indenture) have agreed to
make a term loan to Mortgagor in the aggregate principal amount of
$250,000,000.00, as evidenced by those certain Senior Secured Class A1
Notes in the original principal amount of $200,000,000 and those certain
Senior Secured Class A2 Notes in the original principal amount of
$50,000,000 (the promissory notes referred to above, as the same may be
amended, supplemented, restated or otherwise modified  from time to
time, being herein collectively referred to as the "Notes").  The Trust
Indenture, Note Purchase Agreements, the Notes and certain of the
Project Documents, being the Construction Supervisory Agreement, the
Performance Bond, the Performance Guarantee, the Parent Indemnity, the
Operations and Maintenance Agreement, are attached hereto as Exhibits A,
B, C, D, E, F, G, H, I, J and K respectively, and made a part of this
Mortgage as express mortgage covenants.

     B.   Mortgagee has requested pursuant to the terms of the Trust
Indenture that Mortgagor execute and deliver this Mortgage, and
Mortgagor has agreed to enter into this Mortgage on the vessel
"DEEPWATER NAUTILUS", duly documented in the name of Mortgagor under the
laws and flag of the United States of America Official No.       ,
(together with the Equipment, as defined below, the "Vessel").

     C.   Now, therefore, in consideration of the premises and of other
valuable consideration, receipt of which is hereby acknowledged,
Mortgagor hereby agrees as follows:

                                 ARTICLE I

                      GRANTING CLAUSE AND DEFINITIONS

     Section 1.1    Granting Clause.  To secure the full and timely
payment of and the full and timely performance and discharge of the
Obligations (as hereinafter defined), Mortgagor hereby mortgages and
executes and constitutes a first preferred ship mortgage in favor of
Mortgagee, its successors and assigns, upon the whole of the Vessel,
together with its boilers, engines, machinery, masts, spars, sails,
riggings, boats, anchors, cables, chains, tackle, tools, pumps and
pumping equipment, apparel, furniture, fittings and equipment, spare
parts, capstans, outfit, tanks and tank batteries, fixtures, valves,
fittings, draw works, machinery and parts, meters, apparatus, equipment,
appliances, tools, implements, cables, wires, derricks, towers, casing,
tubing and rods, and all other appurtenances thereunto appertaining or
belonging, whether now owned or hereafter acquired, whether or not on
board the Vessel, and all additions, improvements, renewals and
replacements hereafter made in or to the Vessel or any part thereof, or
in or to any said appurtenances, to the extent Mortgagor has an
ownership interest therein (the "Equipment").

     TO HAVE AND TO HOLD all and singular the above mortgaged and
described property unto Mortgagee, its successors and assigns, forever
upon the terms herein set forth;

     PROVIDED, HOWEVER, and these presents are on the condition that if
the Obligations are paid and performed in accordance with the terms
thereof and this Mortgage, then these presents and the estates and
rights hereunder shall cease, terminate and be void, otherwise to be and
remain in full force and effect.

     Section 1.2    Definitions.  As used in this Mortgage, the terms
"Note Holder", "Mortgage", "Mortgagor", "Mortgagee", "Note Purchase
Agreements", "Notes", "Trust Indenture", and "Vessel" shall have the
meanings assigned to them in the preamble and recitals hereto.  Any
capitalized term used in this Mortgage and not defined herein shall have
the meaning assigned to such term in the Trust Indenture.  As used
herein, the following terms shall have the following meanings:

      Dollars  or  $  means the lawful currency of the United States of
America.

     "Equipment" shall have the meaning set forth in Section 1.1 hereof.

     "Event of Loss" shall mean any one of the following events: (i)
actual total loss or destruction of the Vessel or any accident,
occurrence or event resulting in a constructive total loss or an agreed
or compromised total loss of the Vessel; or (ii) substantial damage to
the Vessel, the repair of which is uneconomical as determined in good
faith by the Mortgagor, including, but not limited to, any event
pursuant to which insurance proceeds are available which are not applied
to repair the Vessel or any other event resulting for any reason
whatsoever in the Vessel being permanently rendered unfit for normal
use; or (iii) the condemnation, confiscation, requisition, seizure,
detention, forfeiture, purchase or other taking of title to or use of
the Vessel.

     "Event of Default" shall have the meaning set forth in Section 3.1
hereof.

     "Obligations" shall mean (i) the payment when due of all
indebtedness evidenced by the Notes in the aggregate principal sum of
$250,000,000.00, interest (including post-petition interest) as set
forth in the Notes and the Trust Indenture, and premiums (including,
without limitation, Make-Whole Amounts), penalties and late charges
thereon, (ii) all other indebtedness  and other sums (including, without
limitation, Yield Protection Amount, Special Yield Protection Amount,
Breakage, all expenses, attorneys' fees, other fees, indemnifications,
reimbursements, damages, other monetary liabilities, and other charges)
that may and shall become due hereunder or under the Notes, the Trust
Indenture or the other Project Documents, and (iii) any and all
renewals, modifications, amendments, extensions for any period,
supplements or restatements of any of the foregoing.

     "Master's Wages" shall have the meaning set forth in Section 2.6
hereof.

                                ARTICLE II

                 REPRESENTATIONS, WARRANTIES AND COVENANTS

     In order to induce Mortgagee to accept this Mortgage as collateral
security for the Obligations, Mortgagor represents and warrants to
Mortgagee and covenants and agrees with Mortgagee that:

     Section 2.1  Legal Existence; Citizenship and Authorization.
Mortgagor is a corporation duly organized and validly existing under the
laws of the state of Nevada; and except as permitted by the Trust
Indenture, shall maintain its corporate existence during the term of
this Mortgage; and is duly qualified to engage in the trade in which the
Vessel operates.  Mortgagor is duly authorized to mortgage the Vessel,
and all action necessary and required by law for the execution and
delivery of this Mortgage has been duly and effectively taken by it, and
this Mortgage is the valid and enforceable obligation of Mortgagor.  All
necessary consents and approvals of any Governmental Authority or any
other entity to the entering into and performance of this Mortgage have
been duly obtained or given and the entering into and performance of
this Mortgage does not and will not contravene the terms of or
constitute a default under (with or without giving of notice or lapse of
time or both) any material agreement, instrument or document to which
Mortgagor is a party or by which it or its properties are bound or
affected after giving effect to the use of the proceeds of the Notes.

     Section 2.2  Ownership of Vessel; Warranty and Defense of Title.
Mortgagor is the sole owner of the whole of the Vessel and is lawfully
possessed of the whole of the Vessel, free from any Lien whatsoever
other than the Lien of this Mortgage, and the Liens permitted by
Section 2.6 hereof, and Mortgagor will warrant and defend the title to
and possession of the Vessel and every part thereof for the benefit of
Mortgagee against the claims and demands of all other Persons
whomsoever, subject to the Liens and other matters permitted by the
Trust Indenture or this Mortgage.

     Section 2.3  Compliance with Laws.

          (a)  Documentation.  The Vessel is, and during the term of
this Mortgage shall continue to be, duly and lawfully registered under
the laws and flag of the United States of America, and Mortgagor will
comply with and satisfy all of the provisions of the laws of the United
States of America in order that the Vessel shall continue to be
documented pursuant to the laws of the United States of America.

          (b)  Laws, Treaties and Conventions.  The Vessel shall, and
Mortgagor covenants that it will in the operation of the Vessel, at all
times comply in all material respects with all applicable laws, treaties
and conventions and rules and regulations issued thereunder, and shall
have on board as and when required thereby valid certificates showing
compliance therewith, except when (i) the use or title of the Vessel has
been taken, requisitioned or chartered by any Governmental Authority,
(ii) there has been an Event of Loss, or (iii) there has been any other
partial loss or damage with respect to the Vessel and Mortgagor shall be
in compliance with its obligations under Sections 5.2(b) and 8.3(e) of
the Trust Indenture.

     Section 2.4  Operation of Vessel.  Mortgagor will not (except
during any period when the use or title to the Vessel has been taken,
requisitioned or chartered by any Governmental Authority) cause or
permit the Vessel to be operated in any manner contrary to applicable
law or regulation, will not abandon the Vessel in any non-United States
port (unless an Event of Loss has occurred as to the Vessel or the
safety or welfare of the Master, crew and other persons on the Vessel is
endangered), will not engage in any unlawful trade, violate any law or
carry any cargo that will expose the Vessel to penalty, forfeiture or
capture and will not do, or suffer or permit to be done, anything which
can or may injuriously affect the documentation of the Vessel under the
existing federal laws and regulations of the United States of America.
Without limiting the generality of the foregoing, the Mortgagor shall
not, except as permitted by applicable laws or regulations, charter the
Vessel to, or permit the Vessel 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 county," 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,  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 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
Transaction Control Regulations, 31 C.F.R. Part 505, as amended, the
Foreign Assets Control Regulations, 31 C.F.R. Part 500, as amended, or
Executive Orders 12810 and 12831, or call at a Cuban port to load or
discharge cargo or to effect repairs on the Vessel.  Furthermore, the
Mortgagor shall keep the Vessel at all times in United States
territorial waters in the Gulf of Mexico or in the Gulf of Mexico on or
above the outer Continental Shelf of the United States; provided,
however, if SDDI requires the Drilling Rig to change location pursuant
to the SDDI Contract, the Drilling Rig may be moved to such location as
SDDI so requires.

     Section 2.5  Claims, Taxes, Fees. etc.  Mortgagor will pay and
discharge or cause to be paid and discharged prior to delinquency, all
claims against, and fees, taxes, assessments, governmental charges,
fines and penalties imposed on, the Vessel, its cargoes or any income
therefrom; provided, that nothing in this Section 2.5 shall require
Mortgagor to pay any such claim, fee, tax, assessment, governmental
charge, fine or penalty so long as the validity thereof shall be
contested by it in good faith and by appropriate proceedings, and,
provided, further, that such contest shall not subject the Vessel, or
any part thereof, to arrest, attachment, forfeiture or loss or subject
the Mortgagee or any Note Holder to the risk of any civil or criminal
liability.

     Section 2.6  Liens.  Neither Mortgagor, any charterer or
subcharterer, the master of the Vessel nor any other Person has or shall
have any right, power or authority to create, incur or permit to be
placed or imposed or continued upon the Vessel, and Mortgagor shall not
permit to exist on the Vessel any Lien whatsoever other than the Lien of
this Mortgage and the following:

          (i)  Liens for wages of the crew (including wages of a master
to the extent provided by law, "Master's Wages"), general average and
salvage (including contract salvage) which shall not have been due and
payable for sixty (60) days after termination of employment or which
shall then be contested by Mortgagor in good faith and by appropriate
proceedings; provided that such contest shall not subject the Vessel to
arrest, attachment, forfeiture or loss or subject the Mortgagee or any
Note Holder to the risk of any civil or criminal liability;

          (ii) Liens for wages of the crew (including Master's Wages)
and salvage (including contract salvage) which are either unclaimed or
covered by insurance;

          (iii)     Liens incident to current operations of Mortgagor in
the ordinary course of business (except for wages of the crew including
Master's Wages and salvage) or liens covered by insurance and any
deductible applicable thereto;

          (iv) Liens for repairs the payment for which is either not
overdue or is being contested by Mortgagor in good faith and by
appropriate proceedings; provided that such contest shall not subject
the Vessel to arrest, attachment, forfeiture or loss or subject the
Mortgagee or any Note Holder to risk of any civil or criminal liability;

          (v)  Liens arising by reason of an actual or constructive
total loss or an agreed or compromised total loss of the Vessel;

          (vi) Liens expressly permitted by the Trust Indenture;

provided that the Liens stated to be permitted by the foregoing
subparagraphs (i) through (iv) shall, unless they constitute a Lien for
damage arising out of maritime tort, for wages of a stevedore when
employed directly by Mortgagor, for wages of the crew (including
Master's Wages), for general average, or for salvage (including contract
salvage), be permitted only to the extent such Liens are either accrued
but not yet due or are subordinate to the Lien of this Mortgage.
Nothing contained in this Section 2.6 constitutes a waiver by Mortgagee
of Mortgagee's preferred status.  If any such Lien is placed on the
Vessel which is not subordinate to the Lien of this Mortgage, Mortgagor
will promptly after becoming aware of such Lien notify Mortgagee.

     Section 2.7  Notice of Mortgage.  Mortgagor will at all times carry
on board the Vessel (with the ship's papers) a certified copy of this
Mortgage and any amendments and supplements hereto and any assignments
hereof, and will exhibit or cause to be exhibited the same to any Person
having business with the Vessel which might give rise to a Lien upon the
Vessel or to the sale, conveyance, mortgage or lease thereof and, on
demand, to any representative of Mortgagee.  Mortgagor will also place
and keep prominently displayed on the Vessel a framed printed notice in
plain type of such size that the paragraph of reading matter shall cover
a space of not less than six inches wide by nine inches high (or such
other dimensions as may be required by law) reading as follows:

                            "NOTICE OF MORTGAGE

     This Vessel is owned by RBF Exploration Co. and is subject to
     a First Preferred Ship Mortgage in favor of Chase Bank of
     Texas, National Association, as Indenture Trustee, as
     Mortgagee, under authority of the United States Ship Mortgage
     Act, as amended, recodified as 46 U.S.C. Section 31301 et seq., a
     certified copy of which Mortgage is kept with this Vessel's
     papers.  Under the terms of said Mortgage, neither the owner,
     any charterer or subcharterer, the master of this Vessel nor
     any other person has any right, power or authority to create,
     incur or permit to be placed or imposed upon this Vessel any
     lien whatsoever other than the lien of said Mortgage, liens
     for wages, general average or salvage, and certain other liens
     permitted by the provisions of said Mortgage."

     Section 2.8  Libel or Attachment.  If any legal action is filed
against the Vessel or if the Vessel shall be attached, arrested, levied
upon or taken into custody by virtue of any proceeding in any court or
tribunal, Mortgagor will promptly notify Mortgagee thereof by telegram,
cable or facsimile, confirmed by letter addressed to Mortgagee, and
within thirty (30) days after any such action (other than (i) an action
involving claims less than $1,000,000 or (ii) an action involving claims
equal to or in excess of $1,000,000 and where the Mortgagee has not
received a reservation of rights notice, or similar communication from
its insurer contesting or denying coverage), levy, attachment, arrest,
or taking into custody, Mortgagor will cause the Vessel to be released
and will promptly notify Mortgagee of such release in the manner
aforesaid.  In the event that the Vessel shall not be released within
thirty (30) days after such action, levy, attachment, arrest or action
to take the Vessel into custody, Mortgagor does hereby authorize and
empower Mortgagee, in the name of Mortgagor, or its successor or
assigns, to apply for and receive possession of and to take possession
of the Vessel with all the rights and powers that Mortgagor, or its
successors or assigns, might have, possess or exercise in any such
event; and this power of attorney shall be irrevocable and may be
exercised not only by Mortgagee hereinabove named but also by any one
such appointee or the appointees of Mortgagee, with full power of
substitution, to the same extent as if the said appointee or appointees
had been named as one of the attorneys above named by express
designation.

     Section 2.9  Maintenance of Vessel.  Except as to such period as
(i) the use or title of the Vessel has been taken, requisitioned or
chartered by a Governmental Authority, (ii) there has been actual or
constructive total loss or an agreed or compromised total loss of the
Vessel, or (iii) there has been any other partial loss or damage with
respect to the Vessel and Mortgagor shall be in compliance with its
obligations under Sections 5.2(b) and 8.3(e) of the Trust Indenture,
Mortgagor will, at all times and without cost or expense to Mortgagee,
maintain and preserve, or cause to be maintained and preserved, the
Vessel in good running order and repair, so that the Vessel shall be
tight, staunch, strong and well and sufficiently tackled, appareled,
furnished, seaworthy, equipped and in every respect in first class order
and operating condition and in full compliance with and able to perform
all operations under the SDDI Contract; and otherwise in compliance with
the provisions of the Trust Indenture.

     Section 2.10  Inspection.  Weather permitting, and subject to
approval (if any) by applicable Governmental Authority and SDDI pursuant
to any rights of SDDI under the SDDI Contract, Mortgagor will permit
Mortgagee, any Note Holder or its representative to visit and inspect
the Vessel, under the Mortgagor's guidance, to examine all of its books
of account, records, reports and other papers, to make copies and
extracts therefrom and to discuss its affairs, finances and accounts
with its officers, employees, and independent public accountants (and by
this provision the Mortgagor authorizes said accountants to discuss with
Mortgagee or any Note Holder the finances and affairs of the Mortgagor)
all at such reasonable time, upon reasonable notice and as often as may
be reasonably requested; provided that the Mortgagor shall not be
required to pay or reimburse any Note Holder for expenses which such
Note Holder may incur in connection with any such visitation or
inspection, except that if such visitation or inspection is made during
any period when an Indenture Default or an Indenture Event of Default
shall have occurred and be continuing, the Mortgagor agrees to reimburse
such Note Holder for all such reasonable expenses promptly upon demand.

     Section 2.11  Sale or Other Disposition of Vessel.  Except as
expressly allowed in the Trust Indenture, Mortgagor will not sell,
mortgage, transfer or in any other way dispose of all or any part of the
Vessel without the prior written consent of Mortgagee.

     Section 2.12  Notice.  Mortgagor shall notify the Mortgagee
forthwith by facsimile thereafter confirmed by letter of:

     (a)  any casualty event in excess of $1,000,000 with respect to the
Vessel; and

     (b)  any occurrence in respect of the Vessel that is or is likely,
by the passing of time or otherwise, to become an Event of Loss; and

     (c)  any material requirement or recommendation made by any insurer
or classification society or by any competent authority which is not
complied with within a reasonable time; and

     (d)  any arrest, governmental detention, or attachment of the
Vessel or the assertion or purported assertion of any lien against the
Vessel; and

     (e)  any intended dry docking of the Vessel, as to which the
Mortgagor shall give the Mortgagee 30 days' prior notice, provided, that
in the event of any emergency dry docking of the Vessel, the Mortgagor
shall promptly notify the Mortgagee; and

     (f)  any intended deactivation or lay-up of the Vessel.

     Section 2.13  Insurance.

          (a)  All Risk Property Insurance.  Mortgagor shall, at its own
expense, keep the Vessel insured, in lawful money of the United States,
against all such risks (including without limitation, hull and
machinery/increased value, protection and indemnity risk, pollution
liability, war risks (when available) and, when laid up, port risk
insurance, as well as such excess policies over and above protection and
indemnity and general liability coverage which shall represent
collective limits of not less than $400,000,000), in such form and with
such insurance companies or underwriters as required under Section
2.13(f) as shall be at least as protective as insurance maintained by
prudent owners of vessels and equipment similar to the Vessel, engaged
in international contract offshore oil and gas operations, and in any
event all as reasonably acceptable to Mortgagee and, so long as the
Performance Bond is outstanding or amounts are due to the Surety as a
result of payments made by it thereunder, the Surety and in compliance
with the SDDI Contract.  Without limiting the generality of the
foregoing, with respect to hull and machinery/increased value insurance,
including war risk (when available), the Mortgagor shall insure the
Vessel for an amount which is at least equal to the actual value of the
Vessel, but in no event less than $275,000,000.  Such insurance shall
cover marine and war risk perils, on hull and machinery, with per
occurrence deductibles not in excess of $1,000,000 and shall be
maintained in the broadest forms reasonably available in the American
and British insurance markets.  The Mortgagor shall maintain protection
and indemnity (or its equivalent) insurance, including war risk
protection and indemnity (or its equivalent) coverage and coverage
against pollution liability in an amount not less than $400,000,000 (or
such greater amount as may be required from time to time under Oil
Pollution Act of 1990 or other environmental laws).  All of the
foregoing insurance shall have a per occurrence deductible not to exceed
$1,000,000 and be placed through such underwriters or associations
reasonably acceptable to the Mortgagee.  The Vessel shall not operate in
or proceed into any area then excluded by trading warranties under its
marine or war risk policies (including protection indemnity or its
equivalent) without satisfying the conditions of the relevant policies,
evidence of which shall be furnished to the Mortgagee and, so long as
the Performance Bond is outstanding or amounts are due to the Surety as
a result of payments made by it thereunder, the Surety.

          (b)  Liability; Workers' Compensation.  Mortgagor shall
maintain at all times such worker's compensation, employer's liability,
and longshoreman and harbor worker's insurance as shall be required by
applicable law.  Such policies shall provide that any loss under such
insurance may be paid directly to the entity to whom any liability
covered by such policies has been incurred.

          (c)  Payment Provisions.  All payments made under policies of
insurance maintained under this Section shall be applied as set forth in
Section 5.2 of the Trust Indenture.

          (d)  Constructive Total Loss.  In the case of an Event of Loss
that is a constructive total loss of the Vessel, Mortgagee shall have
the right (but only with prior written consent of Mortgagor unless an
Indenture Event of Default has occurred and is continuing) to join in
Mortgagor's claim for a constructive total loss of the Vessel, and if
both (i) such claims are accepted by all underwriters under all policies
then in force as to the Vessel and (ii) payment in full is made in cash
under such policies to Mortgagee in an amount at least equal to the then
outstanding amount of the Obligations, then Mortgagee shall have the
right to abandon the Vessel to the underwriters under such policies,
free from the Lien of this Mortgage.

          (e)  Agreed Total Loss.  Mortgagee shall not have the right to
enter into an agreement or compromise providing for an agreed or
compromised total loss of the Vessel without the prior written consent
of Mortgagor unless an Indenture Event of Default has occurred and is
continuing.  If Mortgagor shall have given its prior consent thereto, or
an Indenture Event of Default has occurred and is continuing, Mortgagee
shall have the right in its discretion to enter into an agreement or
compromise providing for an agreed or compromised total loss of the
Vessel, provided the same is agreed to by underwriters under all
applicable policies.

          (f)  Insurers.  All insurance required under this Section 2.13
shall be placed and kept with such insurance companies, Lloyd's
Syndicates, underwriters' associations, protection and indemnity clubs
or underwriting funds as are reputable, generally recognized within the
industry, and (i) in the case of hull and machinery insurance, rated by
either Standard & Poors Rating Services, a division of the McGraw Hill
Companies, Inc. ("S&P"), Moody's Investors Services, Inc. ("Moody's) or
Duff & Phelps Credit Rating Co. ("Duff") with at least the equivalent to
an S&P rating of BBB (and with at least 75% of the companies, determined
by dollar amount of policy coverage, rated by S&P, Duff or Moody's with
at least the equivalent to an S&P rating of A) or, if not rated by S&P,
Duff or Moody's then rated "excellent" or better by A.M. Best, and (ii)
in the case of protection and indemnity risk insurance, rated by either
S&P, Duff or Moody's with at least the equivalent to an S&P rating of
BBB.

          (g)  Taking by  United States.  During the continuance of a
taking, requisition or charter of the use of the Vessel by any
governmental body of the United States of America, the provisions of
this Section 2.13 shall be deemed to have been complied with in all
respects as to the Vessel if the United States Government or any such
governmental body shall have agreed (i) to reimburse Mortgagee and
Mortgagor for loss or damage resulting from the risks indicated in
paragraphs (a) and (b) of this Section 2.13, or (ii) that Mortgagee and
Mortgagor shall be entitled to just compensation therefor.  In the event
of any taking, requisition, charter or loss of the Vessel contemplated
by this paragraph (g), Mortgagor shall promptly furnish to Mortgagee a
sworn certificate of an officer of Mortgagor stating that such taking,
requisition, charter or loss has occurred and, if there shall have been
a taking, requisition or charter of the Vessel, that the United States
Government or governmental body has agreed (i) to reimburse Mortgagor
for loss or damage resulting from the risks indicated in the
above-mentioned paragraphs (a) and (b) or (ii) that Mortgagor or
Mortgagee, as the case may be, is entitled to just compensation
therefor.

          (h)  Mortgage Provisions.  All insurance required under this
Section 2.13 shall be taken out in the name of Mortgagor or on its
behalf by an Affiliate of Mortgagor.  Mortgagee and each Note Holder and
the Sureties shall be named as an additional insureds under all
liability policies (other than workers' compensation and similar
insurance), and the Mortgagee and, so long as the Performance Bond is
outstanding or amounts are due to the Surety as a result of payments
made by it thereunder, the Surety, shall be named as the loss payees, as
their interests may appear, under all physical damage policies with
respect to the Vessel for any loss in excess of $5,000,000 or, after the
occurrence and during the continuation of any Event of Default, any
loss.  All policies for such insurance shall also provide that (i) there
shall be no recourse against Mortgagee (or its assignee) or any Note
Holder or any loss payee or additional insured for the payment of
premiums or commissions, (ii) if such policies provide for the payment
of club calls, assessments or advances, there shall be no recourse
against Mortgagee (or its assignee) or any Note Holder or any loss payee
or additional insured for the payment thereof.  All policies shall
provide that the insurers shall provide to Mortgagee (or its assignee)
and each Note Holder and any loss payee and additional insured, as the
case may be, 30 days prior notice of any material change in the coverage
of such insurance as well as ten (10) days prior written notice of any
cancellation of such insurance in the event of non-payment of premiums
and seven (7) days prior written notice of any cancellation of such
insurance for war risk.

          (i)  Compliance.  Mortgagor shall not do any act, nor permit
any act to be done, whereby any insurance required by this Section 2.13
shall or may be suspended, impaired or defeated, or permit the Vessel to
engage in any voyage, to engage in any activity or to carry any cargo
not permitted under the policies of insurance then in effect without
first procuring comparable insurance for such voyage, activity or the
carriage of such cargo.

          (j)  Policies.  Mortgagor, upon execution of this Mortgage,
shall deliver to Mortgagee certificates of insurance, evidencing the
insurance maintained under this Section 2.13.  Mortgagor, upon the
request of Mortgagee, will promptly deliver to Mortgagee true copies of
such policies.

          (k)  Opinion and Certificates. On the date hereof, and on each
anniversary and each material change in coverage, Mortgagor shall
promptly furnish or cause to be furnished to Mortgagee and, so long as
the Performance Bond is outstanding or amounts are due to the Surety as
a result of payments made by it thereunder, the Surety, a detailed
certificate or opinion (signed by a reputable insurance broker) as to
the insurance maintained by Mortgagor pursuant to this Section 2.13,
specifying the respective policies of insurance covering the same and
attaching certificates of confirmation evidencing the same and stating
with regard to the insurance maintained by Mortgagor pursuant to this
Section 2.13 the amounts, deductibles, and the risks against which such
insurance is issued.

          (l)  Obligation to Collect.  Mortgagor shall, at no cost or
expense to Mortgagee, have the duty and responsibility to make all
proofs of loss and take any and all other steps  necessary as a prudent
owner or as reasonably directed by Mortgagee to effect collections from
underwriters for any loss under any insurance on or in respect of the
Vessel or the operation thereof.

     Section 2.14  Change of Flag, Port of Documentation or Name.
Mortgagor will not change or transfer the flag, port of documentation,
hailing port or the name of the Vessel, except in strict compliance with
Section 8.11, 9.19 and 9.20 of the Trust Indenture.

     Section 2.15  Mortgage Covenant Regarding Payment and Performance
of Obligations.  Mortgagor hereby expressly agrees as an express
mortgage covenant to pay and perform when due and performable all of the
Obligations in accordance with their terms.

                                ARTICLE III

                     REMEDIES; APPLICATION OF PROCEEDS

     Section 3.1  Sale, Etc.  If an Event of Default shall have occurred
and be continuing, Mortgagee may, to the fullest extent permitted by and
in accordance with applicable law:

     (a)  exercise all the rights and remedies in foreclosure and
otherwise given to mortgagees by the federal laws of the United States
of America, and by the applicable laws of any other applicable
jurisdiction;

     (b)  bring suit at law, in equity or in admiralty or initiate and
prosecute such other judicial, extrajudicial, or administrative
proceedings as it may consider appropriate to recover any and all sums
due, or declared due, in respect of the Obligations, with the right to
enforce payment of said sums against any assets of Mortgagor, whether
they are covered by this Mortgage or otherwise;

     (c)  to the extent permitted by and in accordance with any
applicable law, take possession of the Vessel, with or without legal
proceedings, at any place where it may be found, and Mortgagor or any
Person in possession of the Vessel, forthwith upon request by Mortgagee,
as mortgage creditor, shall deliver possession to Mortgagee on demand of
Mortgagee, and Mortgagee shall have the right, subject to applicable
law, without being responsible for loss or damage to lay up, hold,
charter, lease, operate or otherwise use the Vessel for such period and
under such conditions as it may deem most expedient for its interest,
accounting only for net profits, if any, arising from such use and
charging against all receipts from such use or from the sale of the
Vessel by court proceedings or pursuant to subsection (d) below, all
costs, expenses, charges, damages or losses by reason of such use; and
if at any time Mortgagee shall avail itself of the right herein given to
it to take the Vessel and shall take it, Mortgagee shall have the right
to dock the Vessel at any dock, pier or other premises owned or leased
by Mortgagor without charge, or at any other place at the cost and
expense of Mortgagor;

     (d)  to the extent permitted by and in accordance with any
applicable law, sell the Vessel at public or private sale, by sealed
bids or otherwise, on such terms and conditions as Mortgagee deems best,
free of any claim, lien, commitment or encumbrance, regardless of the
nature thereof, in favor of Mortgagor and, except as provided by law,
any other person, upon advance notice of ten (10) consecutive days
published in any newspaper authorized to publish legal notices of that
kind in the port of registry and the place of sale of the Vessel and by
sending notice of such sale at least twenty (20) days prior to the date
fixed for such sale, by telegraph, cable, telefax or telex, confirmed by
mail, to Mortgagor.  In the event that the Vessel shall be offered for
sale by private sale, no newspaper publication of notice shall be
required, nor notice of adjournment of sale.  Sale may be held at such
place and at such time as Mortgagee by notice may have specified, or may
be adjourned by Mortgagee from time to time by announcement at the time
and place appointed for such sale or for such adjourned sale, and
without further notice or publication Mortgagee may make any such sale
at the time and place to which the same shall be so adjourned; and any
sale may be conducted without bringing the Vessel to the place
designated for such sale and in such manner as Mortgagee may deem to be
for its best advantage, and Mortgagee may become the purchaser at any
public sale, and shall have the right to credit on the purchase price
any and all sums of money due hereunder or under any other Project
Document.  Without limiting the generality of the foregoing, Mortgagee
shall be entitled to exercise all the rights and remedies available to
it under the federal laws of the United States of America;

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

     (f)  recover from the Mortgagor on demand any liabilities, losses
and reasonable expenses as may be incurred by the Mortgagee in or about
the exercise of the power vested in the Mortgagee hereunder;

     (g)  generally, recover from the Mortgagor on demand any
liabilities, losses and reasonable expenses incurred by the Mortgagee in
or about or incidental to the exercise by it of any of the powers
aforesaid;

     (h)  not be required to have the Vessel marshaled (upon any sale of
the Vessel) or be required to realize on any other collateral prior to
its realization on the Vessel; and

     (i)  exercise any other rights it may have under applicable law or
any other Project Document.

     As used in this Mortgage, "Event of Default" shall mean the
occurrence of an Indenture Event of Default under the Trust Indenture.

     Section 3.2  Finality of Sale.  A sale of the Vessel made in
pursuance of this Mortgage, whether under the power of sale hereby
granted or any judicial proceedings, shall operate to divest all right,
title and interest of any nature whatsoever of Mortgagor therein and
thereto, and shall bar Mortgagor, its successors and assigns, and all
Persons claiming by, through or under them.  No purchaser shall be bound
to inquire whether notice has been given or whether any default has
occurred, or as to the propriety of the sale, or as to application of
the proceeds thereof.

     Section 3.3  Powers and Rights of Mortgagee Upon Notice of Default.
During the occurrence and continuance of an Event of Default, Mortgagee
shall have the following powers and rights:

          (a)  Sale.  Mortgagor does hereby irrevocably appoint
Mortgagee and its successors and assigns the true and lawful attorney of
Mortgagor, in its name and stead, for the purpose of Sections 3.1 and
3.2, to make all necessary transfers of the Vessel, and for that purpose
Mortgagee shall execute all necessary instruments of assignment and
transfer (including bills of sale), Mortgagor hereby ratifying and
confirming all that its said attorney shall lawfully do by virtue
hereof.  Nevertheless, Mortgagor shall, if so requested by Mortgagee,
ratify and confirm any sale of the Vessel by executing and delivering to
the purchaser thereof such proper bills of sale, conveyances,
instruments of transfer and releases as may be designated in such
request.

          (b)  Revenues and proceeds of Vessel; Prior Liens.

               (i)  Mortgagee is hereby irrevocably appointed
     attorney-in-fact of Mortgagor, with the power, among other things,
     so long as an Event of Default has occurred and is continuing, in
     the name of Mortgagor to demand, collect, receive, compromise and
     sue for, so far as may be permitted by law, all freights, hire,
     earnings, issues, revenues, income and profits of the Vessel, and
     all amounts due from underwriters under any insurance thereon as
     payment of losses or as return premiums or otherwise, salvage
     awards and recoveries, recoveries in general average or otherwise,
     and all other sums due or to become due in respect of the Vessel or
     in respect of any insurance thereon from any person whomsoever, and
     to make, give and execute in the name of Mortgagor acquittances,
     receipts, releases or other discharges for the same, whether under
     seal or otherwise, and to endorse and accept in the name of
     Mortgagor all checks, notes, drafts, warrants, agreements and all
     other instruments in writing with respect to the foregoing,
     Mortgagor hereby confirming and ratifying the same.

               (ii) So long as an Event of Default has occurred and is
     continuing, Mortgagee is hereby irrevocably authorized to pay or
     furnish indemnity in the proper amounts against any Liens which
     have or may (in the reasonable opinion of Mortgagee) have priority
     over the Lien of this Mortgage and which are not permitted under
     this Mortgage or the Trust Indenture.

          (c)  Additional Rights.  Mortgagor covenants and agrees that
in addition to any and all other rights, powers and remedies elsewhere
in this Mortgage granted to and conferred upon Mortgagee, Mortgagee in
any suit to enforce any of its rights, powers or remedies shall be
entitled as a matter of right and not as a matter of discretion (i) to
seek the appointment of a receiver or receivers of the Vessel and any
receiver or receivers so appointed shall have full right and power to
use and operate the Vessel as shall be ordered by any court having
jurisdiction, (ii) to a decree ordering and directing the sale and
disposal of the Vessel, and Mortgagee may become the purchaser at such
sale and shall have the right to credit against the purchase price any
and all sums of money due hereunder, and (iii) to have full rights and
remedies at law and in equity including, without limitation, specific
performance of the covenants hereof including, without limitation, the
following paragraph of this Section 3.3(c).

     Mortgagor further covenants and agrees that if (i) an Indenture
Event of Default under Section 7.1(a), (d), (e), (f), (h), (j), (m) or
(n) of the Trust Indenture has occurred and is continuing or (ii) any
other Indenture Event of Default has occurred and is continuing which
has resulted in acceleration of the maturity of the Obligations, then
Mortgagor shall, upon the request of Mortgagee and at the direction of
Majority Holders, immediately move the Vessel to such United States port
or other location within the territorial waters of the United States
subject to the in rem admiralty jurisdiction of the United States
federal courts as Mortgagee may designate in its sole and absolute
discretion.

          (d)  Notice to Mortgagor.  Mortgagee shall notify Mortgagor
promptly after taking any action permitted by this Section 3.3.

     Section 3.4  Restoration of Position.  In case Mortgagee shall have
proceeded to enforce any right, power or remedy under this Mortgage by
foreclosure, entry or otherwise, and such proceeding shall have been
discontinued or abandoned by Mortgagee for any reason or shall have been
determined adversely to Mortgagee, then and in every such case Mortgagor
and Mortgagee shall, subject to any determination in such proceeding, be
restored to their former positions and rights hereunder with respect to
the property subject or intended to be subject to this Mortgage, and all
rights, remedies and powers of Mortgagee shall, subject to any
determination in such proceeding, continue as if no such proceedings had
been taken.

     Section 3.5  Application of Proceeds.  The proceeds of any sale and
net earnings derived from the operation, use, charter, or any other
employment of the Vessel by Mortgagee, as mortgage creditor, and within
any of the powers and authority above given, as well as the proceeds of
any judgment which Mortgagee may obtain by reason of the breach or
failure to perform any of the terms of this Mortgage, as well as the
proceeds of any claim for damage received by Mortgagee while exercising
the powers and the authorities above given shall be applied as follows:

          (i)  to the payment of all charges and expenses, including the
     costs of any public or private sale or sales, the cost of
     replevying or taking possession of the Vessel which may be incurred
     or paid out by Mortgagee, as mortgage creditor, and the expenses
     and reasonable administration and external attorneys' fees incurred
     by Mortgagee on foreclosure or in the protection of the rights and
     interests of Mortgagee founded upon this Mortgage;

          (ii) to pay or to furnish indemnity in the proper amounts
     against any Liens which have or may (in the reasonable opinion of
     Mortgagee) have priority over the Lien of this Mortgage and which
     are not Liens permitted under this Mortgage; and

          (iii)     to deliver to the Mortgagee for application as
     provided in the Trust Indenture.

     Section 3.6 Waiver.  (a) To the extent now or at any time hereafter
enforceable under applicable law, the Mortgagor covenants that it will
not at any time insist upon or plead, or in any manner whatsoever claim
or take any benefit or advantage of, any stay or extension law now or at
any time hereafter in force, nor claim, take nor insist upon any benefit
or advantage of or from any law now or hereafter in force providing for
the valuation or appraisement of the Vessel or any part thereof, prior
to any sale or sales thereof to be made pursuant to any provision herein
contained, or to the decree, judgment or order of any court of competent
jurisdiction, nor, after such sale or sales, claim or exercise any right
under any statute now or hereafter made or enacted by any state or
otherwise to redeem the property so sold or any part thereof, and hereby
expressly waives for itself and on behalf of each and every Person, all
benefit and advantage of any such law or laws, and covenants that it
will not invoke or utilize any such law or laws or otherwise hinder,
delay or impede the execution of any power herein granted and delegated
to the Mortgagee, but will suffer and permit the execution of every such
power as though no such law or laws had been made or enacted.

          (b)  The Mortgagor waives any right to require the Mortgagee,
the Sureties or the Note Holders to proceed against any other Person, or
to exhaust any other Collateral or other security for the obligations
secured hereby, or to have any other Person joined with the Mortgagor in
any suit arising out of the Obligations or the other Project Documents,
or to pursue any other remedy in the Mortgagee's, the Sureties  or the
Note Holders' power.  The Mortgagor further waives any and all notice of
acceptance of this Mortgage by any other Person directly or indirectly
liable for such obligations from time to time.  The Mortgagor further
waives any defense arising by reason of any disability or other defense
of any other Person or by reason of the cessation from any cause
whatsoever of the liability of any other Person liable for the
Obligations secured hereby.  Until all of such Obligations shall have
been paid in full, the Mortgagor shall have no right to subrogation and
the Mortgagor waives the right to enforce any remedy which the
Mortgagee, the Sureties or the Note Holders have or may hereafter have
against any other Person liable for such obligations, and the Mortgagor
waives any benefit of any right to participate in any security
whatsoever now or hereafter held by the Mortgagee, the Sureties or the
Note Holders.  The Mortgagor authorizes the Mortgagee, the Sureties
(when and if they are an assignee of this Mortgage as provided in the
Performance Bond) and the Note Holders, without notice or demand and
without any reservation of rights against the Mortgagor and without
affecting the Mortgagor's liability hereunder or on the obligations
secured hereby, from time to time to (a) take or hold any Property other
than the Collateral from any other Person as security for such
obligations, and exchange, enforce, waive and release any or all of such
Property, (b) apply such Property and direct the order or manner of sale
thereof as the Mortgagee, the Sureties (when and if they are an assignee
of this Mortgage as provided in the Performance Bond) and the Note
Holders may in their discretion determine, and (c) renew, extend for any
period, accelerate, modify, compromise, settle or release any of the
obligations of any other Person in respect of the Obligations secured
hereby or other security for such Obligations.

                                ARTICLE IV

                        GENERAL POWERS OF MORTGAGEE

     Section 4.1  General Powers of Mortgagee.

          (a)  Arrest or Detention of Vessel.  In the event that the
Vessel shall be arrested or detained by a marshal or other officer of
any court of law, equity or admiralty jurisdiction in any country or
nation of the world or by any government or other entity and shall not
be released from arrest or detention within thirty (30) days from the
date of arrest or detention, Mortgagor does hereby authorize and empower
Mortgagee, in the name of Mortgagor, or its successors or assigns, to
apply for and receive possession of and to take possession of the Vessel
with all the rights and powers that Mortgagor, or its successors or
assigns, might have, possess or exercise in any such event; and this
power of attorney shall be irrevocable and may be exercised not only by
Mortgagee but also by its appointee or appointees, with full power of
substitution, to the same extent as if the said appointee or appointees
had been named as the attorney above named by express designation.

          (b)  Suits.  Mortgagor also authorizes and empowers Mortgagee
or its appointees or any of them to appear in the name of Mortgagor, its
successors or assigns, in any court of any country or nation of the
world where a suit is pending against the Vessel because of or on
account of any alleged Lien against the Vessel from which the Vessel has
not been released in accordance with the terms of this Mortgage and to
take such proceedings as to it may seem proper towards the defense of
such suit and the discharge of such Lien.

          (c)  Reimbursement of Expenses.  If Mortgagor fails to perform
any obligation or covenant under this Mortgage, Mortgagee shall have the
right, but not the obligation, to perform or take such actions to comply
with the terms of this Mortgage, and all amounts reasonably expended in
connection with such conduct shall be a demand obligation of Mortgagor
owing to Mortgagee at the Default Rate specified in the Trust Indenture
and shall be secured by the Lien of this Mortgage.

                                 ARTICLE V

                             SUNDRY PROVISIONS

     Section 5.1  Release.  If the Obligations shall have been fully and
finally satisfied and discharged to the satisfaction of the Trustee then
this Mortgage and the estate and rights hereunder shall cease,
determine, and become null and void; and Mortgagee, on the request of
Mortgagor and at Mortgagor's cost and expense, shall forthwith cause
satisfaction and discharge of this Mortgage to be entered upon its and
other appropriate records and shall execute and deliver to Mortgagor
such instruments as may be necessary in Mortgagor's reasonable opinion
to duly acknowledge the satisfaction and discharge of this Mortgage.
Upon any termination of this Mortgage or release of the Vessel as
permitted by the Trust Indenture, Mortgagee will, at the expense of
Mortgagor, execute and deliver to Mortgagor such documents and take such
other actions as Mortgagor shall reasonably request to evidence the
termination of this Mortgage or the release of the Vessel, as the case
may be.

     Section 5.2  Right of Peaceful Enjoyment.  During the term of this
Mortgage and so long as no Event of Default shall have occurred and be
continuing, Mortgagor shall have full and peaceful enjoyment, use, right
to possession and control of the Vessel subject to the terms of the
Project Documents.

     Section 5.3  Cumulative Remedies; No Waiver.  Each and every power
and remedy herein given to Mortgagee shall be cumulative and shall be in
addition to every other power and remedy herein or in any other Project
Document or now or hereafter existing at law, in equity, in admiralty,
or by statute, and each and every power and remedy whether herein given
or given in any other Project Document or otherwise existing may be
exercised from time to time and as often and in such order, or in the
alternative as may be deemed expedient by Mortgagee, and the exercise or
the beginning of the exercise of any power or remedy shall not be
construed to be a waiver of the right to exercise at the same time or
thereafter any other power or remedy.  No course of dealing on the part
of Mortgagee, its officers, employees, consultants or agents, nor any
delay or omission by Mortgagee in the exercise of any right or power or
in the pursuance of any remedy shall operate as a waiver of any such
right, power or remedy.

     Section 5.4  Further Assurances.  In the event that this Mortgage,
or any provisions hereof, shall be deemed invalid in whole or in part by
reason of any present or future law or any decision of any court having
jurisdiction, or if the documents at any time held by Mortgagee shall be
deemed by Mortgagee for any reason insufficient to carry out the rights
and powers granted to Mortgagee herein, then, from time to time,
Mortgagor will do, execute, acknowledge and deliver, or cause to be
done, executed, acknowledged and delivered, such other and further
assurances and documents as in the opinion of Mortgagee may reasonably
be required in order to more effectively subject the Vessel to the Lien
of this Mortgage or more effectively subject the Vessel to the
performance of the terms and provisions of this Mortgage, or to enable
this Mortgage to continuously enjoy the status of a first preferred ship
mortgage.

     Section 5.5  Survival of Agreements.  All representations,
warranties, covenants and agreements herein contained or made in writing
in connection with this Mortgage shall survive the execution of this
Mortgage and shall continue in full force and effect until all sums
secured hereby shall have been paid in full, and the same shall bind and
inure to the benefit of the respective successors and assigns of
Mortgagor and Mortgagee.

     Section 5.6  Notices.  All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing
(including by facsimile transmission), and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when
actually delivered or in the case of facsimile transmission, when
received and telephonically confirmed, addressed as follows or to such
other address as may be hereafter notified by the respective parties
hereto or any assignee thereof or successor thereto:

     Mortgagor:     RBF Exploration Co.
                    901 Threadneedle
                    Houston, Texas  77079
                    Facsimile No. (281) 496-0285
                    Attention:  President

     Mortgagee:     Chase Bank of Texas, National Association
                    1150 Chase Tower
                    600 Travis Street
                    Houston, TX 77002
                    Attention:  Mauri J. Cowen, V.P.

     Section 5.7  Counterparts.  This instrument may be executed in any
number of counterparts, and each of such counterparts shall for all
purposes be deemed to be an original.

     Section 5.8  Section Headings.  The section headings used in this
Mortgage are for convenience of reference only and are not to affect the
construction of or be taken into consideration in interpreting this
Mortgage.

     Section 5.9  GOVERNING LAW.  THIS MORTGAGE, AND ALL OF THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER, AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS, SHALL BE GOVERNED BY THE FEDERAL LAWS OF THE
UNITED STATES OF AMERICA INCLUDING, WITHOUT LIMITATION, THE MARITIME
LAWS OF THE UNITED STATES OF AMERICA AND TO THE EXTENT THAT SUCH LAWS
ARE NOT APPLICABLE, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

     Section 5.10   Jurisdiction.

     (a)  Any legal action or proceeding with respect to this Mortgage
may be brought in the courts of the United States for the Southern
District of New York and the Mortgagor hereby accepts for itself and its
property, generally and unconditionally, the non-exclusive jurisdiction
of such court.  The Mortgagor further irrevocably consents to the
service of process out of such court in any such action or proceeding in
the manner provided for in the Trust Indenture.  Nothing herein shall
affect the right of the Mortgagee to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed
against the Mortgagor in any other jurisdiction.

     (b)  Without prejudice to the generality of Clause 5.10(a), the
Mortgagee shall have the right to arrest and take action against the
Vessel at whatever place such Vessel shall be found lying and for the
purpose of any action which the Mortgagee may bring before the courts of
such jurisdiction or other judicial authority and for the purpose of any
action which the Mortgagee may bring against such Vessel, 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 such Vessel (or upon anyone acting as the master) and
such service shall be deemed good service on the Mortgagor for all
purposes.

     (c)  Each of the parties hereto stipulates that, when the Vessel is
located on the Outer Continental Shelf within the jurisdiction of the
United States Federal District Courts under 43 U.S.C. Section 1331(1) and
1349(b)(1), (i) that the United States Federal District Courts shall
have "in rem" admiralty jurisdiction over the Vessel and (ii) that the
Vessel is present within the territorial jurisdiction of said courts for
all purposes, including the enforcement of any maritime liens or other
remedies hereunder.

     Section 5.11  Amendments and Waivers.  None of the terms or
provisions of this Mortgage may be waived, amended, supplemented or
otherwise modified except if made in compliance with the terms and
provisions of the Trust Indenture.

     Section 5.12  Termination.  The grant of the Liens hereunder and
all of Mortgagee's rights, powers and remedies in connection therewith,
shall unless otherwise provided in the Trust Indenture or this Mortgage,
remain in full force and effect until final payment in full of (A) the
Notes under the terms thereof or of the Trust Indenture, and (B) all
other Obligations then due and owing under the Trust Indenture, the
Notes and the other Project Documents.  Upon the payment in full of
(A) the Notes under the terms thereof or of the Trust Indenture, and
(B) all Obligations then due and owing under the Trust Indenture, the
Notes and the other Project Documents, Mortgagor shall be entitled to
the return, upon its request and at its expense, of the Vessel free and
clear of all liens created by this Mortgage.

     Section 5.13  Trust Indenture.  This Mortgage is issued pursuant to
the terms, conditions and provisions of the Trust Indenture.

     Section 5.14  Severability.  In the event that any provision of
this Mortgage or the Trust Indenture or the Notes shall be deemed
invalid or unenforceable by reason of any present or future law or any
decision of any authoritative court, the validity and enforceability of
the other provisions hereof or thereof shall not be affected thereby.


                     [Signature Pages Begin Next Page]


     IN WITNESS WHEREOF, Mortgagor has caused this Mortgage to be duly
executed as of the day and year first above written.


MORTGAGOR:                         RBF EXPLORATION CO.


                                   By:

                                       Name:
                                       Title:


THE STATE OF TEXAS            )
                              )
COUNTY  OF  HARRIS            )

     THIS INSTRUMENT was acknowledged before me on __________, ____, by
_____________________________, ___________________________________ of
RBF Exploration Co., a Nevada corporation on behalf of such corporation,
and after having first been duly authorized by said corporation to do
so.

     AND THE said ___________ did further produce to me sufficient proof
that he is the duly elected ___________ of said corporation and that he
was duly authorized by said corporation to execute the foregoing
Mortgage, and I the notary hereby certify that the signature of the said
______________ on the foregoing Mortgage was placed thereon in my
presence and is therefore authentic.



                                   Notary Public in and for
                                   the State of Texas

                                   Printed Name of Notary:
                                   ______________________________

                                   My Commission Expires:
                                   ______________________________