<PAGE>
                              AMENDED AND RESTATED
                                BAREBOAT CHARTER
                                    BETWEEN
                            TANTAWAN PRODUCTION B.V.
                                      AND
                            TANTAWAN SERVICES, L L C
                                     DATED
                             AS OF FEBRUARY 9, 1996
<PAGE>
                     AMENDED AND RESTATED BAREBOAT CHARTER
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                  ARTICLE TITLE                                                      PAGE
-----------------------------------------------------------------------------------------------------------------  ---------
<C>        <S>                                                                                                     <C>
       1.  TRANSPORTATION, INSTALLATION AND COMMISSIONING OF THE FPSO............................................          1
 
       2.  FPSO TO BE CHARTERED..................................................................................          2
 
       3.  SERVICE...............................................................................................          2
 
       4.  DURATION OF CHARTER...................................................................................          2
       5.  GUARANTEES............................................................................................          3
 
       6.  REPRESENTATIONS AND WARRANTIES........................................................................          4
 
       7.  MAINTENANCE AND OPERATION.............................................................................          5
 
       8.  INSPECTION............................................................................................          7
 
       9.  COMPENSATION..........................................................................................          8
      10.  CHANGE IN LAW.........................................................................................         10
 
      11.  TAXES.................................................................................................         11
 
      12.  CONFLICTS OF INTEREST.................................................................................         11
 
      13.  LIENS AGAINST THE FPSO................................................................................         11
 
      14.  INVENTORY.............................................................................................         13
      15.  GAS SALES AGREEMENT...................................................................................         13
 
      16.  DOWNTIME..............................................................................................         13
 
      17.  INSURANCE.............................................................................................         14
 
      18.  INDEMNITY.............................................................................................         17
 
      19.  NONWAIVER OF DEFAULTS; NONRECOURSE....................................................................         19
      20.  FORCE MAJEURE.........................................................................................         19
 
      21.  LAW AND ARBITRATION...................................................................................         20
 
      22.  NOTICES...............................................................................................         21
 
      23.  PURCHASE OPTION.......................................................................................         22
 
      24.  REVENUES..............................................................................................         24
      25.  REDELIVERY OF FPSO....................................................................................         24
 
      26.  REQUISITION...........................................................................................         25
 
      27.  GENERAL AND PARTICULAR AVERAGE........................................................................         25
 
      28.  SALVAGE...............................................................................................         25
 
      29.  AUDIT.................................................................................................         25
      30.  DEFAULT...............................................................................................         26
 
      31.  REMEDIES..............................................................................................         26
 
      32.  MISCELLANEOUS.........................................................................................         28
</TABLE>
 
<TABLE>
<S>           <C>
Appendix A    TECHNICAL DESCRIPTION AND DESIGN BASIS
 
Appendix B1   FORM OF JOINT VENTURER GUARANTEE AND INDEMNITY
Appendix B2   FORM OF LESSOR PARENT COMPANY GUARANTEE AND INDEMNITY
 
Appendix C1
Appendix C2
</TABLE>
 
                                       i
<PAGE>
                     AMENDED AND RESTATED BAREBOAT CHARTER
 
    This Amended and Restated Bareboat Charter (this "Agreement"), made and
entered into as of the 9th day of February 1996, by and between Tantawan
Production B.V., a Netherlands corporation ("Lessor"), and Tantawan Services, L
L C, a Delaware limited liability company ("Charterer"), acting through its Thai
branch.
 
                              W I T N E S S E T H
 
      WHEREAS, the Petroleum Authority of Thailand ("PTT") and Thaipo Limited,
Thai Romo Limited and The Sophonpanich Co., Ltd. have entered into that certain
Gas Sales Agreement dated November 7, 1995 (the "Gas Sales Agreement") in
connection with the Petroleum Concession Agreement No. 1/2534/36, dated August
1, 1991, covering block B8/32 offshore Thailand, awarded by the Ministry of
Industry to Maersk Oil (Thailand) Ltd., Thaipo, Limited and Thai Romo, Limited,
and Supplementary Petroleum Concession No. 1 to Petroleum Concession No.
1/2534/36, dated March 6, 1992, whereby The Sophonpanich Co., Ltd., entered into
Petroleum Concession No. 1/2534/36 (collectively, the "Concession Agreement");
 
      WHEREAS Thaipo Limited, Thai Romo Limited and Palang Sophon Limited
(formerly known as Sophon Thai Gulf Limited which was successor in interest to
The Sophonpanich Co. Ltd.) are currently the Concessionaires under the
Concession Agreement (collectively "the Concessionaires");
 
      WHEREAS, Charterer desires to charter from Lessor on a bareboat basis a
Floating Production Storage and Offloading System known as the "Tantawan
Explorer" (the "FPSO"), for use in the Tantawan Field, Thailand;
 
      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
Lessor and Charterer agree as follows:
 
1.    TRANSPORTATION, INSTALLATION AND COMMISSIONING OF THE FPSO
 
     Lessor shall be responsible for delivery (the "Delivery") of the FPSO to
     Charterer in international waters offshore the yard at which the FPSO is
     being converted (the "Delivery Site") as evidenced by a certificate of
     delivery issued by Lessor and countersigned by Charterer. Prior to
     Delivery, Lessor shall be fully responsible for and assume all risks with
     respect to the FPSO. Charterer has hired an operator ("Operator") pursuant
     to an Operating Agreement (the "Operating Agreement") to operate the FPSO
     commencing with Delivery. Operator shall be responsible for completing all
     work to be performed in respect of the FPSO until Field Acceptance, as
     herein defined, has occurred, including transporting the FPSO from the
     Delivery Site to the site in the Tantawan Field designated by Charterer
     (the "Offshore Site"), hooking-up the FPSO on its anchoring system and
     hydrostatic, electrical and instrumentation testing. Operator shall also be
     responsible for commissioning the FPSO.
 
2.    FPSO TO BE CHARTERED
 
     Charterer hereby agrees to bareboat charter the FPSO as described in
     APPENDIX A and its inventory from Lessor, for the period and upon the terms
     and conditions stated herein. Lessor represents, undertakes and warrants
     that at the time of Delivery the FPSO shall comply with the requirements of
     the design basis set forth in APPENDIX A hereto (the "Design Basis") and
     shall be properly documented and classed as ABS A1 Floating Production,
     Storage and Offloading System, with no recommendations and as per the
     particulars of APPENDIX A. Lessor shall before and at the time of Delivery
     make the FPSO seaworthy and in every respect ready in hull, machinery and
     equipment for service hereunder.
 
                                       1
<PAGE>
3.    SERVICE
 
     Charterer shall have the full use of the FPSO at the Offshore Site and,
     subject to Lessor's approval, at any other place in the world where its
     operation is not prohibited by applicable law and/or regulations. Charterer
     may subcontract to identified subcontractors certain of its obligations
     hereunder, including, but not limited to, those relating to the operation,
     maintenance and repair of the FPSO. However, such subcontracts shall not
     relieve Charterer of such obligations.
 
4.    DURATION OF CHARTER
 
4.1   The term (the "Initial Term") of this Agreement shall commence upon
     Delivery. The Initial Term shall end upon a date eleven (11) years and six
     (6) months after Hire Commencement Date (as defined in Article 9.1).
 
4.2   When the FPSO is hooked up at the Offshore Site and is ready to receive
     hydrocarbons, when hydrostatic tests have been satisfactorily completed
     and, to the extent possible, when electrical and instrumentation tests have
     been satisfactorily completed, Charterer or its nominee will make an
     inspection to determine whether such events have occurred. Within
     twenty-four (24) hours of the inspection, Charterer will notify Lessor in
     writing of whether or not such events have occurred. Lessor will cause
     Operator to have available at the Offshore Site appropriate and experienced
     staff to promptly correct all items found to be unacceptable. When
     Charterer is satisfied that such events have occurred ("Field Acceptance"),
     Charterer shall sign a certificate of field acceptance to this effect. (If
     Charterer's affiliate shall fail to perform or cause to be performed the
     work of installing pipeline end manifolds ("PLEMs") and the anchoring of
     the mooring system for the FPSO at the Offshore Site and such failure shall
     have directly and solely prevented the occurrence of Field Acceptance, then
     Field Acceptance shall be deemed to have occurred as of the date Field
     Acceptance would have occurred but for Charterer's actions or failure to
     perform such action.) Field Acceptance by Charterer shall not be construed
     as a waiver or discharge of any of the representations, warranties or
     undertakings of Lessor in or with respect to this Agreement or the FPSO.
 
4.3   Upon the expiration of the Initial Term, Charterer shall have the option
     to terminate this Agreement, extend this Agreement on an annual basis at
     prices to be agreed upon by Lessor and Charterer, or purchase the FPSO
     pursuant to Article 23. The election of any such option may be exercised by
     Charterer's giving Lessor notice thereof at least 360 days prior to the
     expiration of the Initial Term. If no such notice is received, Charterer
     shall be deemed to have exercised its option to terminate this Agreement as
     of the end of the Initial Term. If Charterer elects to extend this
     Agreement, then Charterer and Lessor shall negotiate in good faith in an
     effort to reach agreement prior to the end of the Initial Term on a Total
     Bareboat Rate for the subsequent annual term. If no such agreement is
     reached, Charterer shall have the additional option to purchase the FPSO as
     aforesaid by notice to Lessor at least 180 days prior to the end of the
     Initial Term. If no agreement on a Total Bareboat Rate for an extended term
     is timely reached and if no notice of an election to purchase the FPSO is
     timely given, Charterer shall be deemed to have exercised its option to
     terminate this Agreement as of the end of the Initial Term. If an agreement
     on Total Bareboat Rate for an extended term is reached, this Agreement
     shall be extended until the first anniversary date of the end of the
     Initial Term and this Article 4.3 shall apply at the end of said extended
     term MUTATIS MUTANDIS.
 
5.    GUARANTEES
 
5.1   Simultaneously with the execution of this Agreement, Charterer shall
     furnish to Lessor several guarantees limited to field percentage interest
     (the "Joint Venturer Guarantees") of Charterer's performance under this
     Agreement which shall be given by Thaipo Limited, Thai Romo Limited and
     Sophon Thai Gulf Limited (the "Joint Venturers") in the form of APPENDIX
     B-1 hereto.
 
                                       2
<PAGE>
5.2   As security for payment of Hire (as hereinafter defined) and other amounts
     due to Lessor hereunder, Charterer shall grant or cause the Concessionaires
     to grant (to the extent permitted by Thai law) a security interest to
     Lessor in all oil produced from the Tantawan Field taken on board the FPSO
     and the proceeds thereof, such security interest to be subordinate to
     royalties, taxes and field operating expenses and granted on a PARI PASSU
     basis, with all lenders financing the development of the Tantawan Field.
     Charterer shall fully assist Lessor in perfecting such a security interest,
     to the extent permitted by the laws of the United States of America and the
     laws of Thailand. Charterer shall not agree to permit such other lenders to
     perfect their security interests if Lessor is unable or elects not to
     perfect its security interest.
 
5.3   Lessor has delivered to Charterer a Guarantee and Indemnity Agreement
     ("Lessor Parent Company Guarantee") in the form of APPENDIX B-2 hereto,
     executed by its ultimate corporate parent, IHC Caland N.V., guaranteeing
     the performance by Lessor of its obligations hereunder.
 
6.    REPRESENTATIONS AND WARRANTIES
 
6.1   Lessor represents and warrants to Charterer that:
 
     a)  Lessor is a corporation duly organized and in good standing under the
        laws of the Netherlands; has all requisite corporate power and all
        material governmental licenses, authorizations, consents and approvals
        necessary to own its assets and carry on its business as now being or as
        proposed to be conducted; and is qualified to do business and is in good
        standing in all jurisdictions in which the nature of the business
        conducted by it makes such qualification necessary and where failure so
        to qualify could be reasonably expected to have a material adverse
        effect on its business.
 
     b)  Lessor has all necessary corporate power and authority to execute,
        deliver and perform its obligations under this Agreement; the execution,
        delivery and performance by Lessor of this Agreement has been duly
        authorized by all necessary corporate action on its part; and this
        Agreement has been duly and validly executed and delivered by Lessor and
        constitutes its legal, valid and binding obligation, enforceable against
        Lessor in accordance with its terms except to the extent such
        enforceability may be limited by (i) bankruptcy, insolvency,
        reorganization, moratorium or similar laws of general applicability
        affecting the enforcement of creditor's rights and (ii) the application
        of general principles of equity (regardless of whether such
        enforceability is considered in a proceeding in equity or at law).
 
     c)  The execution and delivery of this Agreement and the consummation of
        the transactions herein contemplated will not conflict with or result in
        a breach of the articles of association (statuten) of Lessor or any
        applicable law or regulation or any material agreement or instrument to
        which Lessor is a party or by which it is bound or to which it is
        subject or constitute a default under any such material agreement or
        instrument.
 
     d)  All authorizations, approvals and consents of, and filings or
        registrations with, any governmental or regulatory authority or agency,
        as are at the date of Delivery necessary for the execution, delivery or
        performance by Lessor of this Agreement and for the legality, validity,
        or enforceability hereof, will have been obtained at such date and
        thereafter will be maintained until the expiration or termination of
        this Agreement.
 
6.2   Charterer represents and warrants to Lessor that:
 
     a)  Charterer is a corporation duly organized and in good standing under
        the laws of the State of Delaware; has all requisite corporate power and
        all material governmental licenses, authorizations, consents and
        approvals necessary to own its assets and carry on its business as now
        being or as proposed to be conducted; and is qualified to do business
        and is in good standing in all jurisdictions in which the nature of the
        business conducted by it makes such qualification
 
                                       3
<PAGE>
        necessary and where failure so to qualify could be reasonably expected
        to have a material adverse effect on its business.
 
     b)  Charterer has all necessary corporate power and authority to execute,
        deliver and perform its obligations under this Agreement; the execution,
        delivery and performance by Charterer of this Agreement has been duly
        authorized by all necessary corporate action on its part; and this
        Agreement has been duly and validly executed and delivered by Charterer
        and constitutes its legal, valid and binding obligation, enforceable
        against Charterer in accordance with its terms except to the extent such
        enforceability may be limited by (i) bankruptcy, insolvency,
        reorganization, moratorium or similar laws of general applicability
        affecting the enforcement of creditor's rights and (ii) the application
        of general principles of equity (regardless of whether such
        enforceability is considered in a proceeding in equity or at law).
 
     c)  The execution and delivery of this Agreement and the consummation of
        the transactions herein contemplated will not conflict with or result in
        a breach of the certificate of incorporation or by-laws of Charterer or
        any applicable law or regulation or any material agreement or instrument
        to which Charterer is a party or by which it is bound or to which it is
        subject or constitute a default under any such material agreement or
        instrument.
 
     d)  All authorizations, approvals and consents of, and filings or
        registrations with, any governmental or regulatory authority or agency,
        as are at the date of Delivery necessary for the execution, delivery or
        performance by Charterer of this Agreement and for the legality,
        validity, or enforceability hereof, will have been obtained at such date
        and thereafter will be maintained until the expiration or termination of
        this Agreement.
 
     e)  Charterer will not, for the duration of the charter term, engage in
        significant activities or own substantial assets located in the United
        States of America.
 
6.3   OTHER THAN AS SPECIFICALLY STATED IN THIS AGREEMENT NEITHER PARTY SHALL BE
     DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR
     IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE TITLE, SEAWORTHINESS,
     MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OF THE FPSO OR
     ANY PART THEREOF.
 
7.    MAINTENANCE AND OPERATION
 
7.1   Lessor agrees that the FPSO shall, for the duration of the charter term,
     be in the full possession and at the absolute disposal for all purposes of
     Charterer and under its complete control in every respect. Subject to
     Article 7.3, as necessary to meet and maintain requirements of the American
     Bureau of Shipping ("ABS"), Charterer shall maintain the FPSO in a good
     state of repair. In addition, Charterer shall maintain the FPSO in
     efficient operating condition and in accordance with good commercial
     maintenance practice, and shall keep the FPSO with valid, unexpired
     classification of the class as indicated in Article 2, free of
     recommendations and notations affecting class. Charterer shall furnish
     Lessor with one duplicate original or certified true copy of all class and
     flag certificates issued or notated during the duration of the charter upon
     their issuance or notation. Lessor shall keep all Thai, Bahamian (the
     "Country of Registry") and other required certificates valid, up-to-date
     and in full force at all times. Charterer shall maintain the following
     maintenance reports, records, surveys and documents: Planned Maintenance
     System, Continuous Survey of Machinery and such other reports, records,
     surveys and documents as Lessor shall reasonably specify in writing.
     Charterer shall provide copies of such documents to Lessor upon Lessor's
     request. Lessor shall provide Charterer and Operator with all
     authorizations which Charterer may reasonably require in order to
     accomplish the actions required or permitted to Charterer under this
     Article 7.
 
                                       4
<PAGE>
7.2   Subject to Article 7.3, Charterer shall take immediate steps to have all
     necessary repairs done within a reasonable time.
 
7.3   Notwithstanding the terms of Articles 7.1 and 7.2, Major Repairs necessary
     to meet and maintain ABS requirements and the Design Basis shall be the
     responsibility of Lessor provided always that Charterer has not caused the
     need for such repairs as a result of Charterer's gross negligence or
     willful misconduct. "Major Repairs" shall mean all repairs to the FPSO
     other than: (a) repairs resulting from corrosion caused by a combination of
     carbon dioxide and water in the gas stream, and (b) repairs costing less
     than U.S. $100,000 per incident. Such Major Repairs shall be carried out by
     Lessor and Charterer shall provide all necessary assistance.
 
7.4   In the event of any improvement, structural changes or new equipment
     becoming necessary for the continued operation of the FPSO by reason of new
     class requirements or compulsory legislation or in order to maintain the
     FPSO in compliance with the Design Basis, then Lessor shall carry out such
     work at its expense.
 
7.5   Charterer shall establish and maintain financial security of
     responsibility in respect of oil or other pollution damage as required by
     any government or other division or authority thereof, to enable the FPSO,
     without penalty or charge, lawfully to enter and remain at the Offshore
     Site in performance of this Agreement or in the case of removal of the FPSO
     to another site as may be permitted by the terms hereof, at such other
     site. Charterer shall make and maintain all arrangements by bond or
     otherwise as may be necessary to satisfy such requirements at Charterer's
     sole expense.
 
7.6   Charterer shall at its own expense and by its own procurement, except as
     stated to the contrary elsewhere, man, victual, operate, supply, fuel and
     repair the FPSO whenever required during the duration of this Agreement and
     shall pay all charges and expenses of every kind and nature whatsoever
     incidental to its use and operation of the FPSO under this Agreement. The
     Master, officers, crew and production personnel of the FPSO shall be the
     servants of Charterer for all purposes whatsoever.
 
7.7   Charterer shall comply with the regulations of the Country of Registry
     and, to the extent applicable, the Kingdom of Thailand. Charterer will
     cause the FPSO to comply at all times with all applicable laws, treaties
     and conventions and with all rules and regulations issued thereunder and to
     have on board, when required thereby, valid certificates showing compliance
     therewith.
 
7.8   During the duration of this Agreement the FPSO shall retain her present
     name and shall remain under and fly the Bahamian flag, provided, however,
     that Charterer shall have the liberty to paint the FPSO in its own colors,
     install and display its funnel insignia and fly its own house flag.
     Painting and repainting, installment and re-instalment shall be for
     Charterer's account.
 
7.9   (a)  Subject to Article 7.4 and Lessor's approval, which shall not be
     unreasonably withheld, Charterer shall have the right to add additional
     equipment, modify existing equipment or connect additional production
     facilities. Any such additions or modifications, including the installation
     thereof, shall be at the sole cost, risk and expense of Charterer. Such
     additions, modifications and connections so installed shall, without
     necessity of further act, become part of the FPSO and the property of
     Lessor; PROVIDED, HOWEVER, that so long as no Event of Default shall have
     occurred and be continuing, any such additions, modifications and
     connections not required to be installed in order to meet the requirements
     of Article 7.4 hereof and not installed as replacements for property
     included on board the FPSO on the date of Field Acceptance may be removed
     (so long as such removal can be accomplished without damage to the FPSO) by
     Charterer, at its own expense and risk, at any time during, or at the
     expiration of, the Initial Term upon reasonable prior notice, whereupon
     such equipment shall, without necessity of further act, become the property
     of Charterer.
 
                                       5
<PAGE>
     (b)  Charterer may, in the ordinary course of maintenance, repair or
     overhaul of the FPSO, remove any item of property constituting a part of
     the FPSO; PROVIDED, HOWEVER, that such item is replaced as promptly as
     possible by an item of property which is free and clear of all liens,
     encumbrances and rights of others and is in as good operating condition, is
     as seaworthy and has a value and utility at least equal to the item of
     property being replaced. Any item of property removed from the FPSO as
     provided in the preceding sentence shall remain the property of Lessor
     until replaced in accordance with the terms of such sentence, but shall
     then, without further act, become the property of Charterer. Any such
     replacement item of property shall, without further act, become the
     property of Lessor and be deemed part of the FPSO as defined herein for all
     purposes hereof.
 
7.10  Charterer shall have the use of all items of inventory, equipment and
     spares being part of or on board the FPSO on the date of Delivery, which
     Lessor undertakes to provide. Such inventory will be specified pursuant to
     Article 14.
 
8.    INSPECTION
 
8.1   Lessor shall have the right at any reasonable time to inspect or survey
     the FPSO itself or to instruct a duly authorized third-party surveyor to
     carry out such survey on its behalf to ascertain the condition of the FPSO,
     and to satisfy itself that the FPSO is being properly repaired, maintained
     and operated. Such inspections and surveys shall be for Lessor's account.
     Charterer shall provide, free of charge to Lessor, upon reasonable request
     by Lessor, transportation from the shore base to the FPSO and vice versa on
     its regular flights and, to the extent available, accommodations, catering
     and communication on board for such inspectors or surveyors.
 
8.2   Charterer shall also permit Lessor to inspect the FPSO's log books
     whenever requested and shall immediately furnish Lessor with full
     information regarding any casualties or other accidents or damage to or
     caused by the FPSO.
 
9.    COMPENSATION
 
9.1   As full compensation for the performance by Lessor of its obligations
     under this Agreement, Charterer shall pay Lessor a hire ("Hire"). Hire
     shall accrue in accordance with this Article 9 commencing at 0001 hours
     local time at the Offshore Site on the date ("Hire Commencement Date") on
     which both (a) Field Acceptance, and (b) the earlier of (i) December 20,
     1996 or (ii) the date on which hydrocarbons begin flowing through the FPSO,
     shall have occurred.
 
     Except as otherwise provided herein, Hire shall continue to accrue until
     the date when the FPSO is redelivered to Lessor under the terms of this
     Agreement. Hire for the first ten (10) years after the Hire Commencement
     Date shall be paid at the rate of $65,752 per day, and Hire for the final
     eighteen (18) months of the Initial Term shall be paid at the rate of
     $43,227 per day (as applicable, the "Total Bareboat Rate") in the manner
     provided for in Article 24, subject to adjustment by mutual agreement of
     the parties, and, except as otherwise specifically provided herein, no
     other compensation or reimbursement shall be due to Lessor for the
     performance of its obligations hereunder.
 
9.2   Payment of Hire shall be made monthly in arrears, without any discount,
     adjustment, set off or deduction, except as specifically set forth in this
     Article 9 or otherwise in this Agreement. Lessor shall provide invoices to
     Charterer covering each payment of Hire at least ten (10) days before due.
     Payment of Hire shall be made to such U.S. Dollar account or accounts with
     such European office of a first class bank as Lessor shall designate in
     writing. Lessor shall not change such designations without Charterer's
     consent, which consent shall not be withheld unless Charterer determines
     that:
 
      (i) such change would increase Charterer's costs; or
 
      (ii) such change would expose Charterer to the risk of double payment.
 
                                       6
<PAGE>
     The first payment of Hire shall be paid in same day funds before the close
     of business at the place of payment on the first business day of the
     calendar month beginning after the Hire Commencement Date. Except as
     otherwise provided in this Agreement, subsequent payments of Hire shall be
     paid in same day funds at the place of payment on the first business day of
     each applicable calendar month during the Initial Term or an extended term
     ("Hire Payment Date"). Hire shall accrue on a daily basis; provided that
     Hire for any periods that constitute less than a calendar day shall be a
     pro rata portion of Hire for such calendar day. If a Hire Payment Date
     falls on a day which is not a banking day at the place of payment, payment
     shall instead be made on the next succeeding day that is a banking day at
     such place. Any Hire paid but not earned shall be refunded on the next Hire
     Payment Date (or as otherwise provided under this Agreement) to Charterer
     by Lessor.
 
9.3   Upon request by Charterer, Lessor shall promptly pay to Charterer, or at
     the option of Charterer, at any time following an Event of Default by
     Lessor hereunder or a default under the Lessor Parent Company Guarantee,
     Charterer shall be entitled to deduct from the payments of Hire:
 
      (i) actual or reasonably estimated disbursements, if any, for Lessor's
          account;
 
      (ii) any advances to the master of the FPSO (the "Master") or to Lessor's
           affiliates, contractors, subcontractors, or agents for expenses or
           disbursements for Lessor's account;
 
     (iii) any previous overpayment of Hire, including payments made with
           respect to periods of Downtime;
 
      (iv) any sums due in respect of Lessor's failure to meet Lessor's
           performance undertakings under this Agreement; and
 
      (v) any other sums or credits to which Charterer is entitled under this
          Agreement.
 
     If a deduction is made based on an estimate, the next Hire payment shall be
     adjusted, if necessary, to reflect any difference between such estimate and
     the actual amount of deduction that Charterer is able to verify. All
     deductions from Hire shall be verified by Charterer by production of
     vouchers or supporting documentation corresponding to the deductions within
     thirty (30) days after the applicable Hire Payment Date.
 
9.4   Notwithstanding anything contained in this Article 9 to the contrary, the
     final payment of Hire hereunder shall be made on the date of redelivery of
     the FPSO to Lessor. Deductions, to the extent permitted by Article 9.3,
     from said final payment shall be those reasonably estimated by Charterer if
     the actual amounts have not been determined and also less the amount
     estimated by Charterer to become payable by Lessor for fuel and supplies on
     redelivery of the FPSO to Lessor as provided in Article 25.
 
9.5   (a)  Should the FPSO become an actual total loss, Hire shall cease at the
     time of its loss or, if such time is unknown, at the time when the FPSO was
     last heard of. Should the FPSO become a total loss of any other kind, if
     approved in writing by Charterer in accordance with sub-clause (d) below,
     including, without limitation, a constructive, compromised, agreed or
     arranged total loss (a "constructive total loss"), Hire shall cease at the
     time of the casualty resulting in such loss. Within ninety (90) days after
     Hire has ceased under this Article 9.5, all monies owing to Charterer under
     the provisions of this Agreement at the time Hire ceases under this Article
     9.5 shall be paid to Charterer, and likewise Lessor shall be paid the net
     amount of all sums due from Charterer. If the FPSO shall have been missing
     for at least forty-eight (48) hours when a payment of Hire would otherwise
     be due, such payment shall be postponed until the safety of the FPSO is
     ascertained.
 
     (b)  Should the FPSO become an actual total loss or a constructive total
     loss (i) for reasons other than negligence or willful misconduct of Lessor
     Group and (ii) in circumstances where no Event of Default by Lessor or its
     affiliates, its Guarantor or the Operator (a "Lessor Party") has occurred
     and is continuing, this Agreement shall be deemed to be terminated as of
     the date on which the
 
                                       7
<PAGE>
     obligation to pay Hire ceases in accordance with Article 9.5(a) without
     prejudice to (A) the payment obligations of Lessor and Charterer as
     described in Article 9.5(a) and (B) any other provisions which would
     otherwise survive termination of this Agreement which, for the avoidance of
     doubt, does not include any obligation to rebuild the FPSO or procure a new
     FPSO.
 
     (c)  Should the FPSO become an actual total loss or a constructive total
     loss either (i) for reasons where the negligence or willful misconduct of a
     member of Lessor Group is a contributing factor or (ii) in circumstances
     where an Event of Default by a Lessor Party has occurred and is continuing,
     then, irrespective of such total loss, Charterer shall have the remedies
     set out in Article 31 hereof.
 
     (d)  Lessor and its affiliates shall not be entitled to (i) claim under
     this Agreement or (ii) reach agreement with the insurers on the hull
     policies taken out by Lessor and its affilates that, in either case, the
     FPSO constitutes a total loss of any kind other than an actual total loss
     without the prior written approval of Charterer.
 
     (e)  An actual total loss or a constructive total loss will not constitute
     in and of itself an Event of Default.
 
9.6   In the event Charterer fails to make any payment (including without
     limitation any payment of Hire) due and owing to Lessor under this
     Agreement, Lessor shall so notify Charterer. If Charterer fails to pay
     amounts due and owing within five (5) business days after receipt of such
     notice, Charterer shall pay to Lessor, in addition to all other amounts
     then due and owing, a late fee at a rate equal to one-month LIBOR plus two
     percent (2%) on the amounts then due and owing for the period of said fifth
     (5th) day until paid without prejudice to any other remedies under this
     Agreement.
 
9.7   All payments of Hire and other amounts due hereunder from one party to the
     other shall be made in U.S. Dollars by interbank transfer. Except as
     otherwise provided herein, all sums due by one party to the other shall be
     paid within 30 days of receipt of invoice.
 
9.8   Charterer shall be responsible for obtaining and shall use all reasonable
     efforts to obtain exchange control approval for payments under this
     Agreement.
 
10.   CHANGE IN LAW
 
10.1  The Total Bareboat Rate is based on the tax laws of Thailand and Holland
     as of the date of this Agreement and assumes a tax burden of 1.1% of the
     Total Bareboat Rate. In the event there are any changes in Thailand tax
     laws or their interpretation which affect the cost to the Lessor of
     chartering the FPSO, the Total Bareboat Rate shall be revised upwards or
     downwards to take into account such change in costs; provided, however,
     Charterer shall not be obligated to pay any Thai, Dutch or U.S. tax burden
     up to a total amount equal to 2.2% of the Total Bareboat Rate and further
     provided Lessor shall use all reasonable efforts to maintain its present
     status under the tax treaty between Thailand and the Netherlands and shall
     take all reasonable actions to prevent or minimize any such increased
     expenses. Any increase in the total tax burden on the Total Bareboat Rate
     in excess of 2.2% of the Total Bareboat Rate attributable to any changes in
     Dutch tax laws shall be for Lessor's account. Any adjustment of said
     compensation shall be effective as of the effective date of the change in
     such tax burden; provided, Lessor shall furnish to Charterer the necessary
     supporting documentation evidencing such changes within a reasonable time.
 
10.2  The parties hereto do not believe that any U.S. taxes are applicable to
     payments made under this Agreement. To the extent that U.S. withholding
     taxes are assessed on Hire payable hereunder, Hire shall be increased such
     that the net Hire received by Lessor hereunder shall not be affected by
     such U.S. withholding taxes. Lessor agrees to use its best efforts to
     promptly obtain a refund of any such U.S. income taxes which have been
     withheld in excess of Lessor's U.S. tax obligations and to promptly repay
     such refund to Charterer.
 
                                       8
<PAGE>
11.   TAXES
 
     Subject to Article 10, all taxes (including income and withholding taxes)
     which are due with respect to the payment of the Total Bareboat Rate
     pursuant to this Agreement shall be paid by Lessor or reimbursed to
     Charterer by Lessor, except that Thailand value added taxes ("VAT"), other
     Thailand sales/use taxes and Thailand customs and import duties applicable
     to the FPSO, shall be paid by Charterer or reimbursed to Lessor by
     Charterer. Charterer or its designee on the behalf of the Concessionaires
     shall be designated as the importer of the FPSO and be responsible for
     customs clearance and obtaining import licenses on the FPSO.
 
12.   CONFLICTS OF INTEREST
 
     Neither Lessor nor any of its subcontractors shall pay any fee, commission,
     rebate or other thing of value to, or for the benefit of, any employee of
     Charterer, its principals or any of its or their affiliates, nor shall
     Lessor do business with any company knowing that the results thereof might
     benefit an employee of the Charterer, its principals or any of its or their
     affiliates.
 
13.   LIENS AGAINST THE FPSO
 
13.1  a)  Neither Charterer nor the master of the FPSO nor any other person
          shall have any right, power or authority to create, incur or permit to
          exist upon the FPSO any lien, charge or encumbrance other than
          Permitted Encumbrances. Lessor may fasten to the FPSO in a conspicuous
          place and maintain during the term of this Agreement a notice reading
          as follows:
 
                               NOTICE OF CHARTER
 
           This Vessel is mortgaged to               , and is under
           charter to Tantawan Services, L L C With the exception of
           such mortgage, under the terms of said charter, neither
           the charterer, any subcharterer, the master of this
           Vessel, nor any other person has the right, power or
           authority to create, incur or permit to be placed or
           imposed upon this Vessel, or its profits, any lien
           whatsoever, other than liens for master's and crew's wages
           or salvage or as otherwise provided under said charter.
 
     b)  Lessor warrants that it has not created and covenants that it will not
        create or permit to exist, and shall indemnify, hold harmless and defend
        Charterer against any loss which Charterer may sustain by reason of, any
        Owner Encumbrances.
 
     c)  "Permitted Encumbrances" shall mean (i) the rights of Charterer under
        this Agreement, (ii) the rights of Lessor under this Agreement, (iii)
        during the Initial Term or any extended term, liens for current master's
        and crew's wages and salvage, (iv) Lessor Group's mortgage of the FPSO
        in favor of certain lending institutions ("Lenders") provided Charterer
        shall have received satisfactory assurances from the Lenders as to the
        exercise of Charterer's rights under this Agreement in the absence of an
        Event of Default by Charterer and the expiration of all cure periods
        relevant thereto, and (v) liens arising in tort which are covered by
        insurance; and "Permitted Encumbrance" shall mean any of the foregoing.
 
     d)  "Owner Encumbrances" shall mean any liens, security interests or
        encumbrances resulting from voluntary action by Lessor Group, as
        hereinafter defined, taken without the prior written approval of
        Charterer and not taken as the result of an Event of Default by
        Charterer.
 
13.2  Charterer agrees that if a libel or a complaint in admiralty (for purposes
     of this Article 13.2 called a "claim") shall be filed against the FPSO, or
     if the FPSO shall be otherwise levied upon or taken into custody or
     detained or sequestered by virtue of proceedings in any court or tribunal
     or by any government or other authority because of any claim (excluding a
     claim against Lessor), Charterer shall at its own expense within 15 days
     thereafter cause the FPSO to be released and each such
 
                                       9
<PAGE>
     claim to be discharged (except to the extent that the same shall be
     contested by Charterer in good faith by appropriate proceedings and shall
     not affect the continued use of the FPSO). Charterer agrees forthwith to
     notify Lessor by telegram or telex, confirmed by letter, of each such claim
     involving amounts in excess of $500,000 and of the release and discharge of
     each such claim. Charterer agrees to advise in writing at least once in
     each three-month period as to the status and merits of all such claims not
     released and discharged within 15 days as provided above, which either are
     not bonded or affect the ability of Charterer to use the FPSO in the
     ordinary course of its business. Charterer agrees to indemnify, hold
     harmless and defend Lessor against any loss which Lessor may sustain by
     reason of any liens, security interests or encumbrances resulting from
     voluntary action by Charterer Group taken without the prior written
     approval of Lessor and not taken as the result of an Event of Default by
     Lessor.
 
14.   INVENTORY
 
     A complete inventory of the FPSO's entire outfit, equipment (including
     vessel equipment and supplies, cabin, crew and galley equipment),
     furniture, furnishings, appliances, spare and replacement parts and all
     unbroached consumable stores, fuel and lubricants onboard shall be jointly
     taken within thirty (30) days following Field Acceptance by representatives
     of Lessor and Charterer or by an independent outside firm as may be
     mutually agreed upon. A similar inventory shall be taken and mutually
     agreed upon at the time of Redelivery.
 
15.   GAS SALES AGREEMENT
 
     Charterer and Lessor recognize that compliance with the terms of the Gas
     Sales Agreement will be required by the parties thereto, and Lessor and
     Charterer will generally cooperate in facilitating such compliance by the
     parties thereto.
 
16.   DOWNTIME
 
16.1  Downtime shall mean any calendar day on which the FPSO is unable to
     process sufficient gas so as to deliver (and actually deliver) into the
     export pipeline the lesser of (i) 150 million cubic feet ("Mmcf") of gas or
     (ii) the amount of gas that Charterer, its affiliates and designees are
     capable of delivering to the FPSO, as determined in good faith by Charterer
     on the basis of demonstrated measured data; provided that any shortfall in
     gas delivery on a given calendar day may be made up so as to avoid Downtime
     hereunder over the three succeeding calendar days. Downtime shall also mean
     any calendar day on which the FPSO is unable to process and deliver into
     the FPSO storage tanks the lesser of (i) 40,000 barrels of liquids or (ii)
     the amount of liquids that Charterer, its affiliates and designees are
     capable of delivering to the FPSO, as determined in good faith by Charterer
     on the basis of demonstrated measured data; provided, however, that no
     Downtime shall be deemed to have occurred pursuant to this sentence if the
     FPSO's inability to process the liquids so required results solely from the
     FPSO's inability to process the quantity of gas required by the immediately
     preceding sentence. Downtime shall also mean any calendar day on which the
     FPSO is unable to offload into shuttle tankers the oil stored on the FPSO,
     other than for adverse weather conditions as specified in the Terminal
     Regulations Manual, as defined in the Operating Agreement and in
     Charterer's reasonable opinion this adversely affects the normal operation
     of the fields served by the FPSO. For purposes of this Article 16.1,
     "process" shall be interpreted to mean the processing on board the FPSO of
     gas and liquids having the properties given in the Design Basis in
     circumstances which conform to the design criteria given in the Design
     Basis.
 
16.2  Downtime shall occur notwithstanding the fact that maintenance or repairs
     (including Major Repairs but excluding those resulting from Charterer's
     gross negligence or willful misconduct) are occurring. Downtime shall not
     occur during the period that Charterer is adding or modifying equipment or
     connecting additional facilities pursuant to Article 7.9 hereof.
 
16.3  Lessor shall give Charterer sixty (60) days' prior notice of any Major
     Repairs to the FPSO.
 
                                       10
<PAGE>
16.4  Downtime shall be deemed not to occur during an event which is a Force
     Majeure event hereunder.
 
16.5  A Downtime Penalty Period shall mean any year based upon a historical
     rolling year beginning after the earlier of (i) February 28, 1997 or (ii)
     the Contractual Delivery Date, as defined in the Gas Sales Agreement. If
     Charterer desires to fix the commencement of the Downtime Penalty Period by
     reference to a Contractual Delivery Date based on completion of the seventy
     two (72) hour test ("Test") referred to in clause 6.3 of the Gas Sales
     Agreement, Charterer shall be required to obtain confirmation from Lessor
     prior to commencement of the Test that the FPSO is able to process and
     deliver Sales Gas, as defined in the Gas Sales Agreement, consistent with
     the PTT nomination made pursuant to said clause 6.3. During any Downtime
     Penalty Period (i) Charterer shall not be obligated to pay Lessor the Total
     Bareboat Rate in respect of any Downtime occurring after the first thirty
     (30) days of Downtime and (ii) if the first thirty (30) days of Downtime
     are consecutive, in addition to the foregoing, Charterer shall not be
     obligated to pay Lessor the Total Bareboat Rate for said first thirty
     (30)-day period (and if Charterer has previously paid any or all of the
     Total Bareboat Rate in respect of said first thirty (30) day period, Lessor
     shall promptly refund such amount to Charterer).
 
17.   INSURANCE
 
17.1  Lessor shall maintain in force or shall cause one of its affiliates to
     maintain during the term of this Agreement the following insurance
     coverages. Deductibles for insurance obtained pursuant to Article 17.1 a),
     b) and c) shall be shared equally by Charterer and Lessor; all other
     deductibles shall be for the account of Lessor.
 
     a)  Hull and Machinery and Increased Value Insurance on the FPSO in the
        amount of one hundred twenty percent (120%) of the estimated value of
        the FPSO on the London Institute Hull Clauses, or equivalent, including
        Collision Liability to the extent not provided under Article 17.1 (d)
        below.
 
     b)  Confiscation and Expropriation Insurance on the FPSO in the amount of
        one hundred twenty percent (120%) of the estimated value of the FPSO.
 
     c)  War Risk Insurance on the FPSO subject to London Institute Hull War
        Risk and Strikes Clauses, or equivalent, in the amount of one hundred
        twenty percent (120%) of the estimated value of the FPSO, and War Risk
        Protection and Indemnity Clauses with a limit of one hundred twenty
        percent (120%) of the estimated value of the FPSO.
 
     d)  Protection and Indemnity Insurance on the FPSO, subject to the rules of
        a Protection and Indemnity Club who are members of the International
        Group of P & I Clubs. The P & I entry to include that proportion, if
        any, of Collision Liabilities not covered under Article 17.1 (a) above.
 
     e)  Workmen's Compensation and Employer's Liability Insurance covering
        Lessor Group's (as hereinafter defined) employees for statutory benefits
        as set out and required by local law in the area of operation or any
        area in which Lessor Group may become legally obligated to pay benefits.
        Appropriate maritime coverage shall be included.
 
     f)  Comprehensive General Liability and Automobile Liability Insurance
        covering premises and operations, independent contractors and
        contractual liability, as well as all owned, hired and non-owned
        vehicles. Minimum policy limits for personal injury and property damage
        shall be:
 
           i) Comprehensive General Liability: US$25,000,000 single limit per
              occurrence;
 
           ii) Automobile Liability: US$1,000,000 single limit per occurrence or
               such greater amount as required by applicable law.
 
                                       11
<PAGE>
     g)  Pollution Insurance for the FPSO for US$300 million per occurrence,
        subject to market availability.
 
17.2  Before commencing performance of this Agreement, Lessor shall furnish
     Charterer with Certificates of Insurance indicating:
 
     a)  the kinds and amounts of insurance as required;
 
     b)  the insurance company or companies providing the aforesaid coverages;
 
     c)  the effective and expiration dates of policies;
 
     d)  that Charterer will be given thirty (30) days' (7 days for War Risk
        insurance policy) written advance notice of any material change,
        non-renewal or cancellation of any policy;
 
     e)  the territorial limits of all policies; and
 
     f)  that Charterer Group (as hereinafter defined) has been named as an
        additional insured on all policies referred to in Article 17.1 (except
        Article 17.1e)) with waivers of subrogation on the policies in Article
        17.1.
 
17.3  Charterer shall maintain in force during the term of this Agreement the
     following insurance coverages. Deductibles shall be for the account of
     Charterer.
 
     a)  Workman's Compensation and Employer's Liability Insurance covering
        Charterer Group's employees for statutory benefits as set out and
        required by local law in the area of operation or area in which
        Charterer Group may become legally obligated to pay benefits.
        Appropriate maritime coverage shall be included.
 
     b)  Comprehensive General Liability and Automobile Liability Insurance
        covering premises and operations, independent contractors and
        contractual liability, as well as all owned, hired and non-owned
        vehicles. Minimum policy limits for personal injury and property damage
        shall be:
 
           i) Comprehensive General Liability: US$25,000,000 single limit per
              occurrence; and
 
           ii) Automobile Liability: US$1,000,000 single limit per occurrence or
               such greater amount as required by applicable law.
 
     c)  Seepage and Pollution Insurance on normal industry terms for the
        reservoir and oil field installations for US$50 million per occurrence.
 
17.4  Charterer shall furnish Lessor with Certificates of Insurance indicating:
 
     a)  the kinds and amounts of insurance as required;
 
     b)  insurance company or companies providing the aforesaid coverages;
 
     c)  effective and expiration dates of policies;
 
     d)  Lessor will be given thirty (30) days' written advance notice of any
        material change, non-renewal or cancellation of any policy;
 
     e)  the territorial limits of all policies; and
 
     f)  that Lessor Group has been named as an additional insured on all
        policies referred to in Article 17.3 b) and c) with waivers of
        subrogation on the policies in Article 17.3.
 
     Charterer shall use reasonable efforts to obtain an agreement from PTT to
     indemnify Lessor Group and Charterer Group for losses and damages resulting
     from operations of shuttle tankers used or hired to transport oil from the
     FPSO.
 
                                       12
<PAGE>
17.5  Except as specifically provided above in this Article 17, Lessor and
     Charterer shall work toward establishing insurance values, amounts,
     coverages and deductibles on forms and with insurers which are compatible
     and consistent with the standards of prudent owners and operators of
     vessels of similar type, size, age, location and activity as the FPSO.
 
18.   INDEMNITY
 
18.1  Charterer Group shall have no liability or responsibility whatsoever for
     injury, illness or death of or property loss or damage (including to the
     FPSO) sustained by Lessor and its affiliates, associates, co-venturers,
     subcontractors at all levels, sub-suppliers, lenders and their respective
     shareholders, officers and employees and agents and the Master and crew of
     the FPSO (hereinafter all such persons and companies called "Lessor Group")
     howsoever caused or arising. Lessor shall protect, defend, indemnify and
     hold harmless Charterer and its affiliates, associates, co-venturers, co-
     venturers of subsidiaries and affiliates, and subcontractors at all levels
     and their respective shareholders, officers, employees and agents
     (hereinafter all such companies and persons called "Charterer Group") from
     and against any loss, damage, claim, expense, suit or liability (including
     attorneys' fees and legal costs) as a result of such injury, illness or
     death or property loss or damage.
 
18.2  Lessor Group shall have no liability or responsibility whatsoever for
     injury, illness or death or property loss or damage (including oil and gas
     reservoirs, pipelines and platforms in which Charterer Group has an
     interest) sustained by Charterer Group, howsoever caused or arising,
     including the unseaworthiness of the FPSO or otherwise. Charterer shall
     protect, defend, indemnify and hold harmless Lessor Group from and against
     any loss, damage, claim, expense, suit or liability (including attorneys'
     fees and legal costs) as a result of such injury, illness or death or
     property loss or damage.
 
18.3  Subject to the provisions of Articles 18.5, 18.6 and 18.9, with respect to
     claims by third parties (which shall exclude Charterer Group and Lessor
     Group) to the extent arising out of Lessor Group's negligence, Lessor
     agrees to indemnify, defend and save Charterer Group harmless from and
     against any and all losses, claims, demands, liabilities, damages, suits or
     actions in rem or otherwise (including expenses and attorneys' fees) for
     loss or damage to or injury, illness or death of such third parties.
 
18.4  Subject to the provisions of Articles 18.5, 18.6 and 18.9, with respect to
     claims by third parties (which shall exclude Charterer Group and Lessor
     Group) to the extent arising out of Charterer Group's negligence, Charterer
     agrees to indemnify, defend and save Lessor Group harmless from and against
     any and all losses, claims, demands, liabilities, damages, suits or actions
     in rem or otherwise (including expenses and attorneys' fees) for loss or
     damage to or injury, illness or death of such third parties.
 
18.5  From and after Field Acceptance, Charterer shall be solely responsible for
     (i) seepage or pollution from reservoirs, pipelines, platforms and other
     property related thereto owned or leased by Charterer Group while such
     property is in Charterer Group's custody and control, including cost of
     cleanup of same, and (ii) with respect to amounts in excess of $10,000,000
     per occurrence, pollution from the FPSO (including its risers). Charterer
     agrees to indemnify, defend and save Lessor Group harmless from and against
     any and all losses, claims, demands, liabilities, damages, suits or actions
     in rem or otherwise (including expenses and attorneys' fees) for loss or
     damage to Lessor Group arising out of the seepage or pollution described in
     clause (i) and the pollution (for amounts in excess of $10,000,000 per
     occurrence) described in clause (ii). With respect to said pollution from
     the FPSO, Charterer shall conduct cleanup operations and Lessor shall
     provide all reasonable assistance; ultimate financial responsibility for
     the cost of such cleanup (to the extent less than $10,000,000) will be
     allocated by mutual agreement of the parties or pursuant to applicable law.
     If Charterer causes crude oil or gas described in this Article 18.5 to be
     insured, Charterer shall cause Lessor Group to be named as co- insured in
     such policy as their interests may appear.
 
                                       13
<PAGE>
18.6  a)  Notwithstanding Article 18.5, Lessor shall be solely responsible for
          all liabilities, costs, expenses, penalties and/or fines arising from
          or caused by any pollution originating in or above the surface of the
          water from (i) spills of fuels, bunkers, slop tanks, lubricants, motor
          oils, pipe dope, paints, solvents, ballast, bilge, garbage and sewage
          in Lessor Group's possession or control (including the FPSO) and (ii)
          any property or equipment (other than the FPSO) owned, leased or
          provided by the Lessor Group while such equipment is in a member of
          Lessor Group's custody and control, including costs of cleanup of
          same.
 
     b)  Notwithstanding Article 18.5, Charterer shall be solely responsible for
        all liabilities, costs, expenses, penalties and/or fines arising from or
        caused by any pollution originating in or above the surface of the water
        from (i) spills of fuels, bunkers, slop tanks, lubricants, motor oils,
        pipe dope, paints, solvents, ballast, bilge, garbage and sewage in
        Charterer Group's possession or control (other than the FPSO) and (ii)
        any property or equipment owned, leased or provided by the Charterer
        Group (other than the FPSO) while such equipment is in a member of
        Charterer Group's custody and control, including costs of cleanup of
        same.
 
18.7  All excuses from liability for one party and all indemnities given by one
     party to the other party or to the other party's Group pursuant to this
     Agreement, including but not limited to the indemnities in this Article 18,
     shall apply regardless of the sole or concurrent negligence or gross
     negligence or breach of duty or strict liability of the parties to be
     indemnified but shall not apply in the case of willful misconduct.
 
18.8  As used herein, "affiliate" shall mean any company or legal entity which
     (i) controls either directly or indirectly a party hereto, (ii) which is
     itself effectively controlled directly or indirectly by such party or (iii)
     is directly or indirectly effectively controlled by a company or entity
     which directly or indirectly controls such party. "Control" means the right
     to exercise forty percent (40%) or more of the voting rights in the
     appointment of the directors of the company concerned.
 
18.9  In no event shall either party's Group be liable for any loss of
     production, loss of oil or gas, loss of revenue or profit, loss of
     commercial advantage, demurrage, or any consequential or indirect losses or
     damages suffered by the other party's Group as a result of any act or
     omission or negligence, unseaworthiness of the FPSO or otherwise, and each
     party shall protect, defend, indemnify and hold harmless the other party's
     Group with respect to its Group's losses in this regard.
 
18.10 The provisions of this Article 18 are intended to specifically allocate
      certain liabilities between the parties hereto in the events described in
      this Article 18 but shall not be interpreted to waive or excuse
      performance by any party of its representations, warranties and covenants
      set forth in this Agreement.
 
19.   NON-WAIVER OF DEFAULTS; NON-RECOURSE
 
19.1  Any failure by either party at any time, or from time to time, to enforce
     or require the strict keeping and performance of any of the terms or
     conditions of this Agreement, or to exercise a right hereunder, shall not
     constitute a waiver of such terms or conditions.
 
19.2  Notwithstanding any provision herein to the contrary, Lessor's recourse in
     the event of occurrence of any Event of Default hereunder shall be as
     provided in Article 31 hereof, PROVIDED THAT Lessor shall have no recourse
     to the assets of Charterer (other than its rights with respect of the
     FPSO), but shall be permitted to exercise any and all rights under and with
     respect to the guarantees and collateral referred to in Article 5.
 
20.   FORCE MAJEURE
 
20.1  Any loss or damage or delay in, or failure of performance of either party
     shall not constitute default hereunder or give rise to any claims for
     damages if and to the extent that such loss, damage, delay or failure is
     caused by "Force Majeure."
 
                                       14
<PAGE>
20.2  In this Agreement "Force Majeure" shall denote any event the happening of
     which could not be prevented even though a person against whom it happened
     or threatened to happen were to take such appropriate care as might be
     expected of a Reasonable and Prudent Operator, as hereinafter defined.
     "Reasonable and Prudent Operator" when used to describe the standard of
     care to be exercised by a party in performing its obligations means the
     degree of diligence and prudence and foresight reasonably and ordinarily
     exercised by experienced operators engaged in the same line of business
     under the same or similar circumstances and conditions and when used to
     determine the action that would be required of a party means the action an
     experienced commercial operator engaged in the same line of business under
     the same or similar circumstances and conditions would take in the exercise
     of such due diligence, prudence and foresight. Notwithstanding Article
     20.1, Force Majeure shall not release either party from any obligation to
     give a notice or make any payment (including, in particular, any payment of
     Hire) under this Agreement except where the making of a payment is
     prevented by a Force Majeure event affecting the transfer of monies by the
     payor. Any payments which are so prevented from being made by reason of
     Force Majeure shall, upon the cessation of the Force Majeure event, be made
     as soon as practicable thereafter in addition to any other amounts which
     may then be payable by such party under this Agreement.
 
20.3  Events which may, subject to Article 20.2, be considered Force Majeure
     events shall include but not be limited to acts of government, strikes,
     lock-outs, acts of public enemy, wars whether declared or undeclared,
     blockades, insurrection, riots, epidemics, landslides, lightning,
     earthquakes, fires, storms, floods, washouts, civil disturbances,
     explosions, breakage or accident to machinery or lines of pipe, freezing of
     wells or lines of pipe, partial or entire failure of wells, inability to
     obtain necessary materials or supplies due to changes in laws and
     regulations, material changes in the obligations of the concessionaire
     under the Concession Agreement, as herein defined, imposed unilaterally by
     the Government of Thailand, and inability of PTT to accept delivery of
     natural gas delivered to PTT under the Gas Sales Agreement where such
     inability constitutes an event of Force Majeure under the Gas Sales
     Agreement which has been declared.
 
20.4  A party claiming relief on account of Force Majeure shall:
 
      (i) as soon as practicable give notice to the other party of the happening
          said to constitute Force Majeure, such notice to include full
          information about the circumstances and a statement of the steps and
          time believed necessary to remedy the failure but neither party shall
          be obligated to settle or prevent any strike or other industrial
          action except on terms which, in its sole judgment, are acceptable to
          it; and
 
      (ii) proceed as a Reasonable and Prudent Operator at its own expense to
           remedy the failure as rapidly as possible.
 
21.   LAW AND ARBITRATION
 
21.1  This Agreement shall be construed and governed in accordance with the
     maritime law of the United States of America and, to the extent such law is
     inapplicable, with the laws of the State of New York excluding any conflict
     of law rules. In connection with the interpretation of any exhibit hereto,
     the choice of law of this Agreement shall prevail.
 
21.2  Any dispute arising under or in connection with this Agreement shall be
     settled by arbitration in New York City under the rules of the American
     Arbitration Association, except as provided herein. The party requesting
     arbitration shall be entitled to have arbitration of the dispute
     consolidated with any other pending dispute under this Agreement or with
     any dispute arising under the Operating Agreement. The party requesting
     arbitration shall serve upon the other party a written demand for
     arbitration with the name and address of the arbitrator appointed by it,
     and such other party shall, within ten (10) days thereafter, appoint an
     arbitrator, and the two arbitrators so named, if they can agree, shall
     appoint a third, and the decision or award of any two shall be final and
 
                                       15
<PAGE>
     binding upon the parties. In no event shall any dispute or consolidated
     group of disputes be determined by more than three arbitrators. Should the
     party upon whom the demand for arbitration is served fail or refuse to
     appoint an arbitrator within ten (10) days, the single arbitrator shall
     have the right to decide alone, and his decision or award shall be final
     and binding upon the parties. The arbitrator(s) shall have the discretion
     to impose the cost of the arbitration proceedings, including reasonable
     attorney's fees upon the losing party, or divide it between the parties on
     any terms which may appear just. Any decision or award rendered hereunder
     may be made and entered as a rule or judgment of any Court, in any country
     having jurisdiction.
 
21.3  Judgment upon the arbitration award rendered may be entered in any Court
     having either personal or in rem jurisdiction, or application may be made
     to such Court for a judicial acceptance of the award and an Order of
     Enforcement, as the case may be.
 
22.   NOTICES
 
22.1  Notices or other communications required to be given by either party
     pursuant to this Agreement shall be written in English and sent in letter
     form or by telex or facsimile to the address of the other party set forth
     in Article 22.2 below, or to such other address as may from time to time be
     designated by the other party through notification of such party. The dates
     on which notices shall be deemed to have been effectively given shall be
     determined as follows:
 
     22.1.1  Notices given by personal delivery shall be deemed effectively
             given on the date of personal delivery;
 
     22.1.2  Notices given in letter form shall be deemed effectively given on
             the seventh day after the date mailed (as indicated by the
             postmark) by registered airmail, postage prepaid, or the third day
             after delivery to an internationally recognized courier service;
 
     22.1.3  Notices given by telex shall be deemed effectively given on the
             first business day following the date of transmission, as indicated
             on the document in question; and
 
     22.1.4  Notices given by facsimile shall be deemed effectively given on the
             first business day following the date of transmission, as indicated
             on the document in question.
 
22.2  Except as otherwise provided in Article 22.1, the parties shall give all
     notices and send all invoices and communications under this Agreement to:
 
     22.2.1  If to Lessor:
 
             Tantawan Production B.V.
            557's - Gravelandseweg
            3119 XT Schiedam
            The Netherlands
            Attention: R. Smulders
            31-10-4260430 (ph)
            31-10-4731434 (fax)
 
                                       16
<PAGE>
     22.2.2  If to the Charterer:
 
          Tantawan Services, LLC             with a copy to:
          18th Floor, B.B. Building          Pogo Producing Company
          54 Soi Asoke, Sukhumvit 21 Rd.     5 Greenway Plaza, Suite 2700
          Kwaeng Klongtoey Nua, Khet         Houston, TX 77046-0504
          Klontoey                           Attn: Legal Dept.
          Bangkok 10110, Thailand            (713) 297-5000 (phone)
          Attn: Resident Manager             (713) 297-4970 (fax)
          (662) 260-7151 (phone)
          (662) 260-7150 (fax)
 
22.3  All references in this Agreement to a business day shall refer to a day
     when both parties are open for business or, in the case of payments under
     Article 9, a day when banks at the place of payment are open for business.
 
23.   PURCHASE OPTION
 
     Provided that an Event of Default by Charterer under Article 30 of this
     Agreement is not existing, Charterer shall have the right to exercise an
     option (the "Purchase Option") to purchase the FPSO (including its on-board
     spare parts) from the Lessor free from all encumbrances (except
     encumbrances created by Charterer), (i) at the expiration of the Initial
     Term for a price of five million dollars ($5,000,000), or (ii) at any time
     during the Initial Term or during any extended term at a price to be
     determined by reference to Appendix C-1, or (iii) at any time during the
     Initial Term or at any time during an extended term, (A) if an Event of
     Default by Lessor has occurred under Article 30 of this Agreement and
     Charterer has elected, pursuant to Article 31.1(b) hereof to exercise this
     Purchase Option, or (B) if, in the opinion of Charterer (and, if requested
     by Lessor, in the opinion of Charterer's outside counsel), such purchase is
     required by relevant governmental authorities pursuant to applicable laws,
     rules, regulations or agreements with such governmental authorities, for a
     price determined by reference to Appendix C-2; provided that, in each of
     the forgoing cases, such purchase price shall be reduced by any amounts due
     from Lessor under this Agreement which have been established at the time of
     such purchase; provided further, in the case of a purchase pursuant to
     subsections (i) or (ii) above only, the FPSO shall not be moved to operate
     in another field outside Thailand or, if within Thailand, (i) to a field in
     which a current or future member of the Charterer Group (as defined in
     Article 18.1) does not have an interest, or (ii) unless pursuant to the
     Concession Agreement. Any Thailand sales or transfer taxes attributable to
     the sale will be paid by Charterer. If Charterer is exercising its Purchase
     Option pursuant to (i) or (iii)(A) above, Charterer shall provide notice of
     its intent to do so in accordance with the relevant provisions of this
     Agreement. If Charterer is exercising its Purchase Option pursuant to
     (iii)(B) above, Charterer shall provide notice of its intent to do so at
     the earliest reasonable practicable opportunity. If Charterer is exercising
     its Purchase Option pursuant to (ii) above, Charterer shall provide notice
     of its intent to do so at least 180 days prior to such purchase. Upon
     notification by Charterer of its intent to exercise the Purchase Option,
     Lessor shall use reasonable diligence to cause the release of all liens
     (except liens caused or created by Charterer Group) on the FPSO to be
     effective not later than closing of the sale.
 
     In the event the Purchase Option is exercised, unless agreed otherwise
     between Charterer and Lessor, Lessor shall sell the FPSO and Charterer
     shall purchase the FPSO "as is," safely afloat, at the time and place of
     redelivery of the FPSO pursuant to Article 25, at which time:
 
     a)  Lessor shall deliver to Charterer:
 
          (i) A certificate signed by a duly authorized executive of Lessor to
              the effect that the FPSO is free from all encumbrances (except
              encumbrances created by Charterer),
 
                                       17
<PAGE>
          (ii) A certificate signed by the appropriate government official of
               the Country of Registry showing Lessor as the sole owner of the
               FPSO and no liens of record other than encumbrances to be
               satisfied out of the FPSO's sales proceeds,
 
         (iii) One or more bills of sale executed by duly authorized officers of
               Lessor on behalf of Lessor conveying full title of the FPSO to
               Charterer in suitable form for recording or registering title,
 
          (iv) Copies of class and trading certificates (where relevant to its
               class) for the FPSO valid at the time of re-delivery,
 
          (v) All government approvals necessary to transfer the FPSO to
              Charterer and, if requested by Charterer, to delete the FPSO from
              registry in the Country of Registry and any country claiming
              jurisdiction over Lessor's power to sell the FPSO,
 
          (vi) Copies of all log books, classification certificates, manuals and
               other documents in the Lessor's or Lessor's manager's possession
               related to the FPSO's operation and maintenance, and
 
         (vii) Physical possession of the FPSO.
 
     b)  On delivery Charterer shall pay the purchase price to Lessor or its
        designee by transfer to Lessor's account then designated for receipt of
        Hire payments.
 
     c)  Each party shall deliver to the other party such additional
        documentation or take such additional action as such other party may
        reasonably request or as may be customary at the time with respect to
        the sale of vessels registered in the Country of Registry and which is
        not in conflict with the provisions of this Agreement, provided that
        Lessor shall not be required to arrange or pay for a drydocking or
        inspection of the FPSO for purposes of said sale and purchase.
 
24.   REVENUES
 
     Lessor and Charterer have entered into that certain Accounts Agreement
     dated December 19, 1996, among the Joint Venturers, Thaipo Limited as Field
     Operator, Lessor, Charterer, Operator and ABN AMRO Bank N.V., Bangkok
     Branch (the "Accounts Agreement"). If the Accounts Agreement terminates as
     the result of a Lessor Event of Default under this Agreement and,
     subsequent to such termination, such Lessor Event of Default is cured prior
     to Charterer exercising its rights to terminate this Agreement under
     Article 31 of this Agreement, then Lessor and Charterer shall as soon as
     reasonably practicable enter into a new accounts agreement in form and
     substance substantially similar to the Accounts Agreement. The obligations
     of Charterer under the said Accounts Agreement (and any successor accounts
     agreement entered into pursuant to the preceding sentence) shall be deemed
     for purposes of the Joint Venturer Guarantees to be obligations of
     Charterer hereunder.
 
25.   REDELIVERY OF FPSO
 
     The FPSO shall at the expiration or termination or as provided in Article
     31.2 (b) of this Agreement (unless lost or a constructive total loss or
     under requisition or purchased by Charterer) be redelivered to Lessor at
     the Offshore Site (the "Redelivery"), as is - where is, in accordance with
     the following conditions. The FPSO shall be redelivered to Lessor properly
     documented and in class with no recommendations, fair wear and tear not
     affecting class excepted. Charterer shall have discharged substantially all
     free crude oil (other than tank bottoms) from the FPSO. Any expenses of
     degassing or demucking conducted within 12 months of Redelivery shall be
     borne by Charterer. The FPSO shall upon Redelivery have her class
     certificates valid. Charterer will render the FPSO available to Lessor at
     the time of Redelivery for survey, inspection, testing and inventory check
     at
 
                                       18
<PAGE>
     Lessor's expense. Charterer at its expense shall meet its Redelivery
     obligations and the charter period shall be extended for the period
     necessary to make any deficiencies good. During any such period the
     compensation payable under Article 9 before Redelivery shall not be so
     payable provided Charterer's obligations herein are met promptly and
     expeditiously. Prior to and during the Redelivery of the FPSO, Charterer
     shall provide such reasonable assistance to Lessor as Lessor requests in
     order to effect taking Redelivery of the FPSO, including but not limited to
     temporary office facilities onshore and transportation from Charterer's
     shore base to the FPSO and vice versa for Lessor's personnel and supplies
     as is reasonable under the circumstances. On Redelivery, Lessor shall be
     free (i) to cut and either remove or abandon the anchor chains, the risers,
     buoyancy tanks and the control umbilicals (but so as to leave no hazard to
     shipping and to avoid damage to Charterer's wells, wellheads, pipelines,
     PLEMS or other equipment) and to remove the FPSO from the Offshore Site but
     without having any obligation to remove subsurface equipment or materials
     including piling or any other obligation to clear the Offshore Site and
     (ii) to remove any free crude oil not previously removed by Charterer at
     Charterer's expense.
 
26.   REQUISITION
 
26.1  If the FPSO is seized, expropriated, confiscated, nationalized or
     requisitioned by any authority (other than the government, or any
     department, commission or agency thereof, of the Country of Registry,
     whether a legally constituted governmental authority or otherwise), and
     such seizure, expropriation, confiscation, nationalization or requisition
     has continued for a period of at least 30 consecutive days, this Agreement,
     at the option of Charterer, may continue in force or may be terminated at
     any time during the period of seizure, expropriation, confiscation,
     nationalization or requisition, provided that in the event Charterer elects
     to terminate, notice shall be given to Lessor by Charterer and
     compensation, as specified in Article 9, shall cease as of the date
     occurring 30 days prior to the date of notice of termination and the FPSO
     shall be deemed to have been Redelivered to Lessor by Charterer. If
     Charterer has previously paid any or all of such compensation in respect of
     such 30 day period, Lessor shall promptly refund such amount to Charterer.
 
26.2  In the event the FPSO is seized, expropriated, confiscated, nationalized
     or requisitioned by the government, or any department, commission or agency
     thereof, of the Country of Registry, whether a legally constituted
     governmental authority or otherwise, this Agreement shall be deemed
     terminated and compensation, as specified in Article 9.1, shall cease as of
     the date of seizure, expropriation, confiscation, nationalization or
     requisition, and the FPSO shall be deemed to have been redelivered to
     Lessor by Charterer.
 
26.3  In the event any seizure, expropriation, confiscation, nationalization or
     requisition of the FPSO occurs, Lessor shall use its best efforts to
     arrange the release of the FPSO therefrom (including, without limitation,
     changing the Country of Registry of the FPSO) and shall afford Charterer
     the opportunity to join in any such action.
 
27.   GENERAL AND PARTICULAR AVERAGE
 
     General average if any shall be adjusted according to the York-Antwerp
     Rules 1994 or any subsequent modification thereof current at the time of
     the casualty.
 
28.   SALVAGE
 
     All salvage and towage shall be for Lessor's benefit and the cost of
     repairing damage occasioned thereby shall be borne by Lessor.
 
29.   AUDIT
 
     Lessor shall maintain its records which pertain to Articles 9 and 11 hereof
     in accordance with generally accepted international accounting principles
     and will keep copies of all applicable
 
                                       19
<PAGE>
     documents, forms and third-party invoices, etc., and will permit Charterer
     to inspect such records at any time upon request during regular business
     hours.
 
30.   DEFAULT
 
     The following events by either party hereto or any guarantor ("Guarantor")
     under a Joint Venturer Guarantee or Lessor Parent Company Guarantee (any
     such Guarantee being defined as a "Guarantee") shall constitute an Event of
     Default:
 
     a)  failure to observe any material covenant, condition or agreement to be
        performed or observed by said party hereunder or any Guarantor under the
        Guarantees; or
 
     b)  any representation or warranty made herewith or pursuant hereto or
        pursuant to any of the Guarantees shall prove to be incorrect at any
        time in any material respect; or
 
     c)  said party or Guarantor shall become insolvent or bankrupt or consent
        to the appointment of a trustee or receiver, or a trustee or receiver
        shall be appointed for said party or for a substantial part of its
        property without its consent and shall not be dismissed for a period of
        thirty (30) days, or bankruptcy, reorganization or insolvency
        proceedings shall be instituted by or against said party and, if
        instituted against said party, shall not be dismissed for a period of
        thirty (30) days, and at any time thereafter so long as the same shall
        be continuing; or
 
     d)  an Event of Default with respect to that party or its Guarantor shall
        have occurred under the Operating Agreement (for purpose of this
        paragraph d) only, an Event of Default by Operator under the Operating
        Agreement shall be deemed an Event of Default by Lessor hereunder); or
 
     e)  A Force Majeure Event shall have occurred preventing payment by either
        party and such failure to pay continues unremedied for a period of 60
        consecutive days.
 
31.   REMEDIES
 
31.1  Upon the occurrence of an Event of Default by Lessor or its affiliate and
     at any time thereafter so long as the same shall be continuing, Charterer
     may, at its option, upon ninety (90) days' notice thereof to Lessor,
     declare this Agreement to be in default; and, at any time thereafter, so
     long as Lessor shall not have remedied or have commenced and at all times
     thereafter diligently acted to remedy all outstanding Events of Default,
     Charterer (a) may terminate this Agreement, compensation as specified in
     Article 9.1 shall cease as of the date of termination and Charterer shall
     redeliver the FPSO to Lessor as if the FPSO were being redelivered pursuant
     to Article 25 hereof, or (b) accelerate its right to exercise the Purchase
     Option at a price to be determined by reference to Appendix C (offsetting
     any damages which have been established at the time of such purchase
     against the purchase price of the FPSO) and terminate compensation under
     Article 9.1. Lessor shall be liable for any and all damages to Charterer
     resulting from termination of this Agreement and for all legal fees and any
     other costs and expenses whatsoever incurred by Charterer by reason of the
     occurrence of any Event of Default or by reason of the exercise by
     Charterer of any remedy hereunder, including, without limitation, any costs
     and expenses incurred by Charterer in connection with Redelivery of the
     FPSO. Notwithstanding the remedies available to Charterer under this
     Article 31, the provisions of Article 18.9 shall apply so as to limit the
     damages of Charterer and any guarantors of Charterer's obligations
     hereunder, PROVIDED that if Lessor shall breach its obligation other than
     for reasons wholly outside its control to sell the FPSO to Charterer if
     Charterer exercises its Purchase Option under sub-clause (b) above, Lessor
     shall be liable to such guarantors for direct damages to the guarantors or
     any of their affiliates which are parties to the Gas Sales Agreement
     arising under Articles XV or XVIII of the Gas Sales Agreement. To the
     extent that such guarantors (and such affiliates) claim direct damages
     under the Gas Sales Agreement as provided in the preceding sentence, such
     guarantors and affiliates must use their reasonable efforts to mitigate
     their damages. Charterer must use reasonable efforts to mitigate its
     damages.
 
                                       20
<PAGE>
31.2  Upon the occurrence of an Event of Default by Charterer or its affiliate
     (provided that such Event of Default did not arise out of or result from
     actions, or omissions to act, of Operator under the Operating Agreement)
     and at any time thereafter so long as the same shall be continuing, Lessor
     may, at its option, upon ninety (90) (or, in the case of an Event of
     Default based on a failure to pay money when due (including a failure by
     reason of Force Majeure), thirty (30)) days' notice thereof to Charterer,
     declare this Agreement to be in default; and, at any time thereafter, so
     long as Charterer shall not have remedied or (except as to an Event of
     Default based on a failure to pay money when due) have commenced and at all
     times thereafter diligently acted to remedy all outstanding Events of
     Default Lessor may do, and Charterer shall comply with, one or more of the
     following, as Lessor in its sole discretion shall so elect, to the extent
     permitted by, and subject to compliance with any mandatory requirements of
     applicable law then in effect. Lessor must use reasonable efforts to
     mitigate its damages and shall apply any amounts received from the sale or
     re-charter (for a period equal to the remainder of the term of this
     Agreement) of the FPSO (after deducting Lessor's direct out-of-pocket
     expenses of making the FPSO ready for sale or re-charter) to reduce the
     amount of any charter hire and other amounts payable by Charterer to Lessor
     pursuant to the last paragraph of this Article 31.2. To the extent that
     Charterer fails to maintain in force any insurance coverage described in
     Article 17.3 and is not diligently acting to replace such coverage, Lessor
     shall be entitled to obtain such insurance for the account of Charterer.
 
     a)  Lessor may terminate this Agreement.
 
     b)  Upon written demand, Lessor may cause Charterer to, and Charterer
        hereby agrees that it will, redeliver the FPSO to Lessor within a
        reasonable period of time not to exceed 45 days and in the same manner
        and in the same condition as if the FPSO were being redelivered pursuant
        to Article 25 hereof; or Lessor or its agent, at Lessor's option, may,
        but shall be under no obligation to, retake the FPSO irrespective of
        whether Charterer or any other person may be in possession of the FPSO,
        upon 24 hours prior notice but without prior demand and without legal
        process, and for that purpose Lessor or its agent may take possession
        thereof.
 
     c)  Lessor or its agent may sell the FPSO at public or private sale, with
        notice to Charterer, or otherwise may dispose of, hold, use, operate,
        charter (whether for a period greater or less than the balance of what
        would have been the charter period for the FPSO in the absence of the
        termination of Charterer's rights to the FPSO) to others or keep idle,
        all on such terms and conditions and at such place or places as Lessor
        may determine.
 
     In addition, Charterer shall be liable for and shall pay to Lessor within
     thirty days after Lessor takes redelivery or possession of the FPSO a lump
     sum equal to any and all additional Hire payable during the Initial Term
     and for all legal fees and any other costs and expenses whatsoever incurred
     by Lessor by reason of the occurrence of any Event of Default or by reason
     of the exercise by Lessor of any remedy hereunder, including, without
     limitation, any costs and expenses incurred by Lessor in connection with
     the Redelivery or retaking of the FPSO.
 
31.3  Each party's remedies referred to in this Article 31 are intended to be
     the exclusive remedies of such party under this Agreement; PROVIDED,
     HOWEVER, that either party may enforce performance of these remedies by all
     legal or equitable means.
 
31.4  No express or implied waiver by either party of any Event of Default shall
     be in any way, or be construed to be, a waiver of any further or subsequent
     Event of Default.
 
32.   MISCELLANEOUS
 
32.1  a)  All terms and conditions of this Agreement shall be binding upon and
          shall enure to the benefit of the parties hereto and their respective
          successors and permitted assigns. Any purported assignment in
          contravention of this Article 32 shall be null and void.
 
                                       21
<PAGE>
     b)  Charterer shall be entitled to assign its rights, duties and
        obligations hereunder to an affiliate without the consent of Lessor
        PROVIDED that Lessor receives simultaneously with such assignment
        guarantees from the Joint Venturers in respect of such assignee's
        obligations in the terms set out in Article 5 hereof.
 
     c)  Any party having rights under this Agreement shall be entitled to
        pledge and/or assign its rights and, to the extent possible, and if
        requested, its duties and obligations under this Agreement by way of
        security to any lending institution providing financing for the
        transactions contemplated hereby or related to the development of the
        Tantawan Field or a collateral agent on their behalf provided that any
        such pledge or assignment does not release the assignor or any guarantor
        of the assignor's obligations hereunder, from any of their respective
        obligations to the Lessor or the Charterer as the case may be.
 
     d)  Charterer shall not subcharter the FPSO to any party including an
        affiliate without the prior written consent of Lessor such consent not
        to be unreasonably withheld.
 
     Save as specifically provided above, neither party hereto shall be entitled
     to assign any rights or obligations under this Agreement without the prior
     consent of the other party, not to be unreasonably withheld. Charterer
     shall maintain a written record that identifies Lessor as the person
     entitled to payments under this Agreement. In the event of an assignment by
     Lessor of any of its rights under this Agreement, such assignment will be
     reflected on the record maintained by Charterer.
 
                                       22
<PAGE>
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                                       23
<PAGE>
32.2  This Agreement may be executed in one or more counterparts, all of which,
     taken together, shall constitute one original document.
 
32.3  Except as specifically provided herein to the contrary, each party hereto
     intends that this Agreement shall not benefit or create any right or cause
     of action to any person other than parties hereto or their permitted
     assignees.
 
32.4  The making, execution and delivery of this Agreement by the parties hereto
     have been induced by no representation, statements, warranties or
     agreements other than those herein expressed or set forth in the attached
     exhibits or schedules. This Agreement and such exhibits or schedules embody
     the entire understanding of the parties, and there are no further or other
     agreements or understandings, written or oral, in effect between the
     parties relating to the subject matter hereof, unless expressly referred to
     by reference herein.
 
32.5  This Agreement may be amended or modified and any condition herein
     specified may be waived by mutual consent of the parties by a written
     instrument executed on behalf of the parties.
 
32.6  The captions contained in this Agreement are for convenience of reference
     only and do not form a part of this Agreement and shall not affect the
     interpretation hereof.
 
32.7  If any portion of this Agreement shall be deemed by an arbitration
     tribunal or a court of competent jurisdiction to be unenforceable, the
     remaining portions shall be valid and enforceable only if, after excluding
     the portion deemed to be unenforceable, the remaining terms hereof shall
     provide for the consummation of the transactions contemplated herein in
     substantially the same manner as originally set forth at the date this
     Agreement was executed.
 
32.8  Each of the parties hereto intends this Agreement will be treated as a
     lease of the FPSO from Lessor to Charterer. Neither Charterer, Lessor, nor
     any of their respective affiliates will take any action nor file any
     document with any governmental authority including, without limitation, any
     tax return, which is inconsistent with such characterization of this
     Agreement as a lease.
 
      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
in duplicate as of the 9th day of February, 1996.
 
TANTAWAN PRODUCTION B.V.        TANTAWAN SERVICES, L L C
 
By: /s/ G. HAYTHORNTHWAITE      By:  THAILAND FINANCE COMPANY, its
---------------------------          Managing Member
Name:    G. HAYTHORNTHWAITE
TITLE:   Managing Director      By:  /s/ JOHN W. ELSENHANS
                                     -------------------------------------
                                     Name:   John W. Elsenhans
                                     TITLE:  Vice President and Treasurer

                                     
 
                                       24