<PAGE>   1

                                                                   EXHIBIT 10(J)

                               BAREBOAT CHARTER
                                      
                                      
                                   BETWEEN
                                      
                                      
                                      
                           TANTAWAN PRODUCTION B.V.
                                      
                                      
                                     AND
                                      
                                      
                           TANTAWAN SERVICES, L L C
                                      
                                      
                                      
                                      
                                    DATED
                                      
                            as of February 9, 1996





<PAGE>   2





                                BAREBOAT CHARTER
                               TABLE OF CONTENTS



<TABLE>
<CAPTION>
ARTICLE   TITLE                                   PAGE
<S>       <C>                                     <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 . . . . . . . . . . . . . . . . . -10-
          
12.       CONFLICTS OF INTEREST . . . . . . . . . -10-
          
13.       LIENS AGAINST THE FPSO. . . . . . . . . -11-
          
14.       INVENTORY . . . . . . . . . . . . . . . -12-
          
15.       GAS SALES AGREEMENT . . . . . . . . . . -12-
          
16.       DOWNTIME. . . . . . . . . . . . . . . . -12-
          
17.       INSURANCE . . . . . . . . . . . . . . . -13-
          
18.       INDEMNITY . . . . . . . . . . . . . . . -16-
</TABLE>
                                           -i-
<PAGE>   3

<TABLE>
<S>       <C>                                     <C>
19.       NON-WAIVER OF DEFAULTS; NON-RECOURSE. . -18-
          
20.       FORCE MAJEURE . . . . . . . . . . . . . -18-
          
21.       LAW AND ARBITRATION . . . . . . . . . . -19-
          
22.       NOTICES . . . . . . . . . . . . . . . . -20-
          
23.       PURCHASE OPTION . . . . . . . . . . . . -21-
          
24.       REVENUES. . . . . . . . . . . . . . . . -22-
          
25.       REDELIVERY OF FPSO. . . . . . . . . . . -23-
          
26.       REQUISITION . . . . . . . . . . . . . . -23-
          
27.       GENERAL AND PARTICULAR AVERAGE. . . . . -24-
          
28.       SALVAGE . . . . . . . . . . . . . . . . -24-
          
29.       AUDIT . . . . . . . . . . . . . . . . . -24-
          
30.       DEFAULT . . . . . . . . . . . . . . . . -24-
          
31.       REMEDIES. . . . . . . . . . . . . . . . -25-
          
32.       MISCELLANEOUS . . . . . . . . . . . . . -27-
</TABLE>

Appendix A          TECHNICAL DESCRIPTION AND DESIGN BASIS
Appendix B-1        FORM OF JOINT VENTURER GUARANTEE AND INDEMNITY
Appendix B-2        FORM OF LESSOR PARENT COMPANY GUARANTEE AND INDEMNITY
Appendix C          PURCHASE OPTION PRICE

                                      -ii-
<PAGE>   4


                   BAREBOAT CHARTER


This 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 Sophon Thai Gulf Limited (as
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.


<PAGE>   5

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.


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 on a date ten (10) years 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.

                                      -2-
<PAGE>   6

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.

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.

                                      -3-
<PAGE>   7


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 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

                                      -4-
<PAGE>   8

       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

                                      -5-
<PAGE>   9

       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.

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

                                      -6-
<PAGE>   10

       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.

          (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.


                                      -7-
<PAGE>   11

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 and hour when the FPSO is redelivered to Lessor under the terms
       of this Agreement.  Hire shall be paid at the rate of $55,000 per day
       (the "Total Bareboat Rate"), subject to change pursuant to mutual
       agreement of the parties, in the manner provided for in Article 24, 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.

       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;

                                      -8-
<PAGE>   12


 (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    Should the FPSO become an actual total loss, Hire shall cease at the
       time of her loss or, if such time is unknown, at the time when the FPSO
       was last heard of.  If the FPSO should become 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.

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-
<PAGE>   13

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.


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.

                                      -10-
<PAGE>   14


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
       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

                                      -11-
<PAGE>   15

       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,

                                      -12-
<PAGE>   16

       "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.

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.

                                      -13-
<PAGE>   17

  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.

  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.

                                      -14-
<PAGE>   18

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.

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.

                                      -15-
<PAGE>   19


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

                                      -16-
<PAGE>   20

       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.

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

                                      -17-
<PAGE>   21

       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."

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

                                      -18-
<PAGE>   22

       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 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.

                                      -19-
<PAGE>   23


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)

                                      -20-
<PAGE>   24

22.2.2 If to Charterer:

         Tantawan Services, L.L.C.
         c/o Pogo Producing Company
         5 Greenway Plaza, Suite 2700               P.O. Box 2504
         Houston, TX  77046-0504                    Houston,TX  77252-2504
         Attention:  Vice President - Operations

         (713) 297-5000 (ph)
         (713) 297-5100 (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 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 an extended term at a  price to
       be determined by reference to Appendix C less any amounts due from
       Lessor under this Agreement which have been established at the time of
       such purchase; provided, the FPSO shall not be moved to operate in
       another field outside of 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.  Charterer must
       notify Lessor of its intent to exercise the Purchase Option as provided
       in Article 4.3, or if not so provided, 360 days prior to the date of
       purchase.  Upon notification by Charterer of its intent to exercise the
       Purchase Option, Lessor shall use due 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),

       (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,

                                      -21-
<PAGE>   25


       (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

       It is contemplated that Lessor and Charterer will enter into an escrow
       agreement ("Escrow Agreement") on terms mutually and reasonably
       acceptable to Lessor and Charterer pursuant to which PTT will be
       directed to pay all revenues  due under the Gas Sales Agreement and any
       oil and condensate sales contracts with respect to the Tantawan Field,
       to the extent permitted by the Gas Sales Agreement,  to an escrow
       account in a mutually acceptable bank located in Bangkok, Thailand
       (which direction will not be changed without the prior written consent
       of Lessor) for conversion to U.S.  Dollars (to the extent applicable,
       after payment of royalties, taxes and field operating expenses
       denominated in Thai Baht (including payments to Operator under the
       Operating Agreement and excluding exploration expenses and expenses to
       drill exploration wells) applicable to the Concession Agreement and
       operations related thereto) and transfer to, for deposit with, a bank
       mutually acceptable to Lessor and Charterer ("Escrow Agent") to be
       distributed each month by the Escrow Agent:  first, to remaining
       royalties and taxes , second to field operating expenses (including
       payments to Operator under the Operating Agreement and excluding
       exploration expenses and expenses to drill exploration wells) applicable
       to the Concession Agreement and operations related

                                      -22-
<PAGE>   26

       thereto; third, to Hire hereunder;  ; and fourth, to the
       Concessionaires in their respective field percentage interests or
       as they may direct.


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 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.

                                      -23-
<PAGE>   27

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 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

                                      -24-
<PAGE>   28

           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.

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

                                      -25-
<PAGE>   29

       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.

                                      -26-
<PAGE>   30

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.

       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.


             [The Remainder of This Page is Intentionally Blank]

                                      -27-
<PAGE>   31


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.

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: THAILAND FINANCE
                                        COMPANY, its Managing
                                        Member

By: /s/ G. HAYTHORNTHWAITE              By: /s/ JOHN W. ELSENHANS
Name: G. Haythornthwaite                Name: John W. Elsenhans
Title: Managing Director                Title: Vice President & Treasurer     


                                      -28-
<PAGE>   32


                                 APPENDIX A


<PAGE>   33
                  FPSO FOR POGO, TANTAWAN FIELD (HI 39040)

                            TECHNICAL DESCRIPTION

INTRODUCTION

POGO Producing Company, an affiliate of THAIPO Ltd., on behalf of its Joint
Venture Partners, plans to develop hydrocarbon reserves from its Gulf of
Thailand Block B8/32 Tantawan Field. This field is located in 240 feet
waterdepth, approximately 265 miles south of Bangkok, Thailand. Initially the
Tantawan field will be developed through two fixed drilling/production
platforms with integrated flowlines connecting the platforms to a Floating
Production Storage and Offloading (FPSO) system. Process facilities will be
installed on the platforms to separate the wellhead production into high
pressure gas, intermediate pressure gas and low pressure liquid streams. Three
flowlines will transport production from each individual platform to a subsea
tie-in skid from where the total production is transported to an import Pipe
Line End Manifold (Plem) providing the connection with the FPSO via flexible
risers and a Single Point Turret mounted on the vessel's bow.

Following on-board processing, crude oil will be regularly offloaded from the
FPSO by means of tandem moored offloading tankers while the produced gas will
be compressed and transported through flexible risers to an export PLEM
connected to an export gas sales pipeline which connects to a trunkline to
shore.

TANKER CONVERSION

The selected tanker the "Tantawan Explorer" as detailed in Appendix A will be
converted to an FPSO by adding equipment and modifying existing configuration
generally as follows:

1.0      Design Life

         The design life for the vessel conversion, refurbishment, process
         equipment and turret mooring system is ten (10) years.

2.0      Oil and Gas Production Facilities

         An oil and gas production facility shall be installed, comprising of
         gas/oil separation, oil dehydration, gas compression, gas dehydration,
         sales gas metering, produced water treatment modules, fuel gas and
         other utilities.

         Design Throughput:

         Capacities:
         Oil/condensate                 50,000 bpd
         Gas                            150 MMscfd
         Produced Water                 25,000 bpd
         Produced Liquids               50 bpd (Oil, condensate & Water)





                                   Page 1
<PAGE>   34
         Product Specifications:
         Oil RVP                        Less than 11 psi
         Oil Maximum BS&W               1.0% by volume
         Max Water content Export Gas   7.0 lb/mmscf
         Oil in Overboard Water         Less than 20 ppm

         Below follows a brief description of the main process systems.

         Gas/Oil Separation

         Bulk production arrives from the wellhead platforms in three 12"
         nominal diameter flow lines, respectively dedicated to HP gas service,
         IP gas service and LP liquid service. The process system consists of
         an HP separator, an IP separator, an LP separator, heat exchangers,
         and a treater / coalescer / degasser. Design oil treating capacity is
         50000 bpd; gas processing capacity is 150 mmscfd. High pressure gas is
         routed to the HP separator, intermediate pressure gas is routed to the
         IP separator and the low pressure unstabilized oil and condensate is
         routed to the LP separator.

         The HP and IP separator are two phase, the LP separator is three
         phase. Liquids from the HP separator are cascaded down through the IP
         separator to the LP separator then to the treater / degasser where it
         is dehydrated to sales quality. All flash gas produced by the
         decreasing liquid pressure systems is compressed and sent to the gas
         sales system.

         Gas Compression and Export Metering

         Compression is provided to bring the gas to export pressure. Two 75
         mmscfd gas dehydration trains are provided to dry the gas prior to
         exporting.

         At the 150 mmscfd design rate, gas from the HP separator and the IP
         compressors will be compressed by means of three of the four 50 mmscfd
         reciprocating gas engine driven compressors. Gas from the IP separator
         and the LP compressors will be compressed by two of the three 25 mmscfd
         reciprocating gas engine driven compressors.

         Finally the flash gas from the LP separator and treater / degasser
         will be compressed in a three stage reciprocating gas engine driven LP
         compressor. This brings the total number of compressors to eight (4 x
         HP, 3 x LP and 1 x LP).

         Gas will be dehydrated prior to sales gas compression by means of two
         75 mmscfd glycol dehydration trains.

         The gas will finally be fiscally metered by a sales gas metering
         system prior to export via the pipeline.

         Facilities have been designated to provide for 100% backup of the
         guaranteed minimum daily gas sales volume of 75 mmscfd.

         Produced Water Treatment

         Produced water from the LP separator will be routed to a hydrocyclone
         oil / water separation package. The reject oil stream from the
         hydrocyclone will be returned to the LP separator. The water will flow
         to a degassing drum prior to discharge overboard. Recovered skimmed
         oil from the degassing drum will be pumped back to the LP separator.





                                   Page 2
<PAGE>   35
         Overboard water will be automatically monitored to ensure its oil
         content is less than 20 ppm. If it exceeds 20 ppm it will be
         automatically diverted to a large dedicated 'off-spec' water tank in
         the FPSO. This tank allows further water treating to ensure that all
         overboard water contains less than 20 ppm oil in water.





                                   Page 3
<PAGE>   36
Modules

The following skids and modules will be installed as process equipment on the
tanker:

         HP/IP SEPARATOR & GAS METERING MODULE

         -       HP separator
         -       IP separator
         -       Gas Metering Skid

         GLYCOL DEHYDRATION MODULE

         -       Glycol reboilers
         -       Still columns
         -       Glycol-glycol heat exchangers
         -       Electric motor driven glycol circulation pumps
         -       Gas-glycol-hydrocarbon separators
         -       Glycol filters-element type
         -       Glycol filters-activated charcoal type
         -       Glycol contactors
         -       Gas inlet/filter separators
         -       Gas/glycol heat exchangers

         LP SEPARATOR/TREATER/DEGASSER MODULE

         -       LP separator
         -       Crude oil electrostatic heater treater / degasser vessel
         -       Oil cross exchanger
         -       Crude oil cooler

         LP COMPRESSOR SKID

         -       LP compressor with engine associated auxiliaries, coolers and
                 scrubbers

         WATER TREATMENT SKID

         -       Produced water hydrocyclones
         -       Produced water flash vessel
         -       Produced water circulation pumps

         FUEL GAS SKID

         -       Fuel gas heaters
         -       Fuel gas KO drum
         -       Fuel gas filters


                                   Page 4
<PAGE>   37
         INSTRUMENT AIR SKID

         -       Instrument air compressor
         -       Instrument air cooler
         -       Instrument air after cooler
         -       Instrument air separator
         -       Instrument air pre-filters
         -       Instrument air after-filters
         -       Instrument air dryer
         -       Instrument air receiver

         CHEMICAL INJECTION SKID

         -       Chemical injection tanks
         -       Chemical injection pumps

         SALES GAS/IP COMPRESSOR SKID

         -       Three IP compressor skids, complete with interstage coolers
                 and scrubbers 
         -       Four sales HP gas compressor skids, complete with interstage 
                 coolers and scrubbers

         FLARE SCRUBBER SKID

         -       HP flare scrubber
         -       LP flare scrubber
         -       Scrubber transfer pumps

         DRAIN SUMP SKIDS

         -       Closed drain sump skid

         LP PIG RECEIVER SKID

         -       LP pig receiver
         -       FPSO inlet manifold

         FLARE TIP PACKAGE

         -       HP Flare tip assembly
         -       LP Flare tip assembly

         MCC MODULE

         -       440V MCC
         -       Transformers and panel boards for small power and lighting 
                 supply
         -       UPS
         -       SCADA terminal
         -       Emergency lighting panel powered from emergency generator panel

         The modules/equipment skids will be installed on raised steel
         structures above the main deck.


                                   Page 5
<PAGE>   38
3.0      Turret Mooring System

         A Bow Mounted Turret Mooring System shall be installed for mooring the
         FPSO and connecting the import and export flexible risers to the
         PLEMs. This system shall also incorporate the HP and IP pipeline pig
         receivers.

         The mooring system consists of a fixed external turret provided with 6
         catenary chain anchor legs which will be attached to anchor piles.
         Each Mooring Chain will be comprised of a combination of 5 1/2" and 
         5 1/4" ORQ + 10% anchor chain.

         Product Swivel

         The product swivel has a total number of five 12" nominal bore paths.
         The LP import swivel is piggable. The HP and IP riser are piggable to
         below the swivels and gas export swivels and risers are not piggable.
         Details of the product swivel are as follows:

         Number of Paths         5 off   2 x Export - 12" NB Sch 140 - 10.75" ID
                                         3 x Import - 12" NB Sch 120 / 60 Varies
         Design Pressure
          Swivel                 2220 psig
          Import Lines           3 x 1420 psig
          Export Lines           2 x 2220 psig

         Design Temperature      145 Deg F

         Pigging
          LP Liquid Phase
          Import - In Line       Piggable through swivel
          HP & IP Gas
          Import                 Piggable to pig receivers below swivel
          Export                 No Pigging Facilities Designed


                                    Page 6
<PAGE>   39
4.0      Vessel modifications

         The two main boilers shall be modified for duel firing capability
         using both liquid fuel and/or natural gas.  These modifications shall
         include the installation of new burners, burner management system,
         combustion controls and fuel gas piping.

         A helideck deigned for a Super Puma helicopter and helicopter fuelling
         system shall be installed on the stern of the vessel.

         The vessel shall be outfitted with the following additional
         equipment:-

         1)      In the engine room:-

                 o        Freshwater distilling plant
                 o        Process cooling pumps
                 o        Diesel Transfer pumps
                 o        Fresh water transfer pumps
                 o        Turbo Alternator
                 o        Marine Growth Prevention System

         2)      On the deck:-

                 o        Deck crane
                 o        Cargo Stripping Pump
                 o        Cargo Tank Gauging, temperature monitoring and high 
                          level alarm.
                 o        Two new lifeboats and davits
                 o        Helideck
                 o        Oil and Production Facilities
                 o        Tandem Mooring and Offloading Equipment.
                 o        Diesel Generator.

         The installation of this equipment shall require hull structural
         modifications and modifications for the associated utilities (e.g.
         power, air, cooling water, etc.).

         Fire Protection/Safety Systems

         The existing fire protection and safety systems on the vessel shall be
         modified to incorporate the additional modifications for the FPSO
         conversion including a helideck foam system, Fire and Gas system,
         two diesel driven fire water pumps and fire water piping, emergency
         shutdown systems and alarms, and a jockey pump.

         Electrical systems

         The electrical system shall be upgraded/modified to satisfy the
         additional loads, and shall include installation of new switchgear,
         new navigation lights, new deck floodlighting, new public
         address/alarm system, external communication systems, installation of
         power cabling from the engine room to the production facility and
         modifications to the power distribution system.


                                    Page 7
<PAGE>   40
         Accommodation Upgrade

         The accommodation shall be upgraded to provide a total of 70 berths,
         all associated services to meet this requirement will be modified as
         required (e.g. air conditioning, domestic fresh water, laundry and
         mess room facilities).

         Corrosion Protection

         A corrosion protection system designed for a 10 year service shall be
         installed, incorporating hull anodes, tank anodes and impressed
         current cathodic protection.

5.0      Environmental Conditions

         The environmental conditions applied for the design of the FPSO are
         provided in "The Design Basis For The Tantawan Field Development"
         prepared for POGO Producing Company, by INTEC Engineering, Document No
         E-013.1-DEB-03-001 Rev B 10-95.


                                    Page 8
<PAGE>   41
APPENDIX A

Main Particulars of the converted Vessel

GENERAL DATA
Size                              136,960 DWT
Year Built                        1976
Builder                           HDW, Kiel, Germany
Class                             Germanischer Lloyd
                                  100 A5 Oil Tanker
Mach Class                        MC Aut Inert

CONVERSION INFORMATION
Year                              1996
Class                             American Bureau Of Shipping
                                  A1 - FPSO Floating Production and Offloading 
                                  System

PRINCIPLE DIMENSIONS
LOA                               284.06 M
LBD                               272.68 M
Breadth                             43.4 M
Depth                               20.6 M
Draft                               15.7 M - Summer

TONNAGE
Tonnage                           66,914 Gross
                                  50,432 Net

MACHINERY
Boilers                           2 x 36 TPH, 60 Bar - Boilers converted for 
                                  diesel fuel/heavy fuel oil/gas combustion
                                  operations

AC Generators
 Main                             1 x 1860 Kw - Steam Turbine
 Standby                          2 x 900 Kw - Diesel
 Emergency                        1 x 165 Kw - Diesel
 Voltage                          440V - 60 Hz
Cargo Pumps                       4 x 3000 MT/Hr at 150 M
                                  with Vac Strip
Ballast Pump                      1 x 2200 MT/Hr at 40 M
Propulsion                        HDW 24,000 SHP steam turbine (Decommissioned 
                                  on location)

HULL / SHIP'S EQUIPMENT
Accommodation                     70 men
Mess facilities                   For two shifts
Stores
 Dry/refrigerated                 30 days (100 cu-m approx)
Refuse Disposal                   Garbage Compactor and Incinerator
Life Boats                        2 x 70 man
Rescue Boat                       1 x 30 man


                                     Page 9
<PAGE>   42
HELIDECK
Design                            Super Puma
Location                          Stern

TANK CAPACITY
Cargo Capacity                    980258 bbls with heating coils
Produced Water Cap                32889 bbls
Ballast Capacity                  18,176 cu-m
Diesel Oil                        1500 cu-m
Heavy Fuel Oil                    1520 cu-m

STERN OFFLOADING
Offloading Rate                   24,000 BOPH - Max
Storage Temp                      135 Deg F - Max
                                  100 Deg F - Min

PROCESS FACILITIES

As described in Section 2

APPENDIX E

FPSO General Plan HI39040 DF9708 C2





                                    Page 10

<PAGE>   43
                                APPENDIX B-1
                     (Joint Venturer - Bareboat Charter)


                           GUARANTY AND INDEMNITY

         This GUARANTY (the "Guaranty") is made as of the 9th day of February,
1996 by _____________________, a ______________ organized under the laws of
___________, (the "Guarantor") to Tantawan Production B.V. ("Lessor").

         PRELIMINARY STATEMENT.  Tantawan Services, L L C, a Delaware  limited
liability company  ("Charterer") and Lessor are parties to that certain
Bareboat Charter, dated as of  February 9, 1996 ("Bareboat Charter").  The
Guarantor is an affiliate of Charterer and the Guarantor expects to derive
substantial benefit from the Bareboat Charter.  It is a condition precedent to
the effectiveness of the Bareboat Charter that the Guarantor shall have
executed and delivered this Guaranty to Lessor.  Terms not defined herein shall
have the meanings given to them in the Bareboat Charter.

         NOW, THEREFORE, in consideration of the premises and in order to
induce Lessor to execute and deliver the Bareboat Charter, the Guarantor hereby
agrees as follows:

         SECTION 1.  Guaranty.  The Guarantor hereby unconditionally and
irrevocably (a) guarantees the punctual performance when due and the punctual
payment when due, whether at stated time of performance or maturity, by
acceleration, by prepayment or otherwise, of any and all liabilities and/or
obligations of Charterer to Lessor pursuant to the terms of the Bareboat
Charter and subject to all defenses, set offs and counterclaims of Charterer
thereunder now or hereafter existing of whatever kind or nature, whether in
respect of representations, warranties, agreements or covenants or for
principal, interest, expenses, taxes, costs, losses, compensation, hire, the
purchase price in exercise of the purchase option, reimbursements or any other
amount payable to Lessor and (b) agrees to pay any and all costs and expenses
(including, without limitation, reasonable counsel fees and expenses) incurred
by Lessor in enforcing any rights under this Guaranty (all of the above being
hereinafter called the "Guaranteed Obligations").  Within five (5) business
days of demand, the Guarantor hereby agrees to perform and/or pay the
Guaranteed Obligations then due in the currency provided in the Bareboat
Charter.  Notwithstanding any provision herein to the contrary, the maximum
aggregate liability of the Guarantor under this Guaranty shall be limited to
_______% (or such other percentage provided in Section 17) of each of the
Guaranteed Obligations, and the Guarantor shall not be obligated (but in its
sole discretion may elect) to perform or pay any remaining percentage of such
Guaranteed Obligation which another guarantor of the Guaranteed Obligation has
failed to perform or pay.

         SECTION 2.  Guaranty Absolute.  The Guarantor guarantees that the
Guaranteed Obligations will be performed and paid strictly in accordance with
the terms of any agreement or instrument executed in connection therewith,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of Lessor


<PAGE>   44

with respect thereto.  The liability of the Guarantor under this Guaranty shall
be absolute and unconditional irrespective of and shall not be discharged or in
any way affected, reduced or extinguished by any circumstance or event (whether
or not known to the Guarantor) including without limitation:

         (a)  any lack of validity or enforceability of or defect or deficiency
    in any agreement or instrument executed in connection with the Guaranteed
    Obligations;

         (b)  any change in the time, manner, terms or place of payment of, or
    in any other term of, all or any of the Guaranteed Obligations, or any
    other amendment or waiver of or  extension or termination of or any consent
    to departure from any agreement or instrument executed in connection
    therewith;

         (c)  any sale, exchange, release or non-perfection of any property
    standing as security for the liabilities hereby guaranteed or any
    liabilities incurred directly or indirectly hereunder or any setoff against
    any of said liabilities, or any release or amendment or waiver of or
    consent to departure from any other guaranty, for all or any of the
    Guaranteed Obligations;

         (d)  any other circumstance which might otherwise constitute a defense
    available to, or a discharge of, or otherwise limit recourse to Charterer
    or any other individual, partnership, joint venture, corporation,
    association, trust or other enterprise ("Person") that is a party to any
    agreement or instrument (including any guarantor) in respect of the
    Guaranteed Obligations;

         (e)  the winding up, liquidation, bankruptcy or similar proceeding by
    or against the Charterer; or

         (f)  any change in the name or the ownership of Charterer.

This Guaranty shall continue to be effective or be reinstated, as the case may
be, if at any time any performance or payment of any of the Guaranteed
Obligations is canceled, suspended, rescinded or must otherwise be returned by
Lessor upon the receivership, insolvency, bankruptcy, liquidation, dissolution
or reorganization of Charterer, or any other guarantor or otherwise, all as
though such payment had not been made.  The obligations of the Guarantor under
this Guaranty shall not be affected by any performance or payment by Charterer
(other than the full and final performance and payment of all of the Guaranteed
Obligations), allocation by Lessor of any repayment, any compromise or
discharge of the Guaranteed Obligations, any application, release or
substitution of collateral or other security therefor, release of any
guarantor, surety or other person obligated in connection with any agreement or
instrument, or any advances to Charterer, or for any other reason.

         SECTION 3.  Continuing Guaranty.  This is a continuing Guaranty, and
all extensions of credit and financial accommodations heretofore, concurrently
herewith or hereafter

                                      -2-
<PAGE>   45

made by Lessor to Charterer and all obligations and indebtedness of Charterer
now owned or hereafter acquired by Lessor shall be conclusively presumed to
have been made or acquired in acceptance hereof.

          SECTION 4.  Covenants.  Until the Guaranteed Obligations have been
irrevocably paid and discharged in full and except as expressly permitted by
this Guaranty, the Guarantor hereby covenants:

          (a) not to seek payment of, or take security for, or exercise any 
right of setoff or accelerate or assign or transfer any intercompany loan or
advance owed to it by Charterer or exercise any rights of contribution against
any guarantor of the Guaranteed Obligations;

          (b) not to take any action on its part to cancel or terminate in 
whole the Concession Agreement (other than by reason of a voluntary surrender
of acreage pursuant thereto) or the Gas Sales Agreement;

          (c) not to contest or vary the order of priority of payments referred
to in Article 24 of the Bareboat Charter;

          (d) to maintain in full force and effect all applicable 
authorizations and consents necessary for performance of its obligations under
this Guaranty;

           (e) to provide to the Lessor  a copy of the summary annual  reserve
report provided by Ryder Scott Engineers with respect to the Tantawan Field,
subject to Lessor's execution of a Confidentiality Agreement reasonably
satisfactory to Guarantor.

         SECTION  5.  Waiver.  This is an absolute Guaranty of performance and
of payment and not of collection, and the Guarantor hereby waives (a)
promptness, diligence, notice of acceptance, presentment, demand, protest,
notice of protest and dishonor, notice of intent to accelerate, notice of
acceleration and any other notice with respect to any of the Guaranteed
Obligations and this Guaranty; (b) any requirement that Lessor protect, secure,
perfect or insure any security interest or lien on any property subject thereto
or exhaust any right or take any action against Charterer or any other Person
or any collateral or that Charterer or any other Person be joined in any action
hereunder.  Should Lessor seek to enforce the obligations of the Guarantor
hereunder by action in any court, the Guarantor waives any necessity,
substantive or procedural, that a judgment previously be rendered against
Charterer or any other Person, or that any action be brought against Charterer
or any other Person, or that Charterer or any other Person should be joined in
such cause.  Such waiver shall be without prejudice to Lessor at its option to
proceed against Charterer or any other Person, whether by separate action or by
joinder.

         SECTION  6.  Several Obligations.  The obligations of the Guarantor
hereunder are several from Charterer or any other Person, and are primary
obligations concerning which the Guarantor is the principal obligor.  The
Guarantor agrees that this Guaranty shall not be discharged except by complete
performance of the obligations of Charterer in respect of the

                                      -3-
<PAGE>   46

Guaranteed Obligations and under any agreement or instrument executed in
connection therewith and the obligations of the Guarantor hereunder.  The
obligations of the Guarantor hereunder shall not be affected in any way by any
receivership, insolvency, bankruptcy or other proceedings affecting Charterer,
Lessor or any other guarantor of the Guaranteed Obligations or any of
Charterer's assets, or the release or discharge of Charterer from the
performance of any obligation contained in any agreement or other instrument
issued in connection with, evidencing or securing any obligation guaranteed by
this instrument, whether occurring by reason of law or any other cause, whether
similar or dissimilar to the foregoing.

         SECTION  7.  Subrogation.  The Guarantor will not exercise any rights
which it may acquire by way of subrogation, reimbursement or indemnity under
this Guaranty, by any performance or payment made hereunder or otherwise, until
all the Guaranteed Obligations shall have been performed and paid in full.  If
any amount shall be paid to the Guarantor on account of such subrogation rights
at any time when all the Guaranteed Obligations shall not have been performed
and paid in full, such amount shall be held in trust for the benefit of Lessor
and shall forthwith be paid to Lessor to be applied to the Guaranteed
Obligations in such order as Lessor shall select.  If (a) the Guarantor shall
perform and shall make payment to Lessor of all or any part of the Guaranteed
Obligations and (b) all the Guaranteed Obligations shall be performed and paid
in full, Lessor will, at the Guarantor's request, execute and deliver to the
Guarantor appropriate documents, without recourse and without representation or
warranty, necessary to evidence the transfer by subrogation to the Guarantor of
any interest in the Guaranteed Obligations resulting from such performance and
payment by the Guarantor.

         SECTION  8.  Representations and Warranties.  The Guarantor hereby
represents and warrants as follows:

         (a)  The Guarantor has received, or will receive, direct or indirect
benefit from the making of this Guaranty.

         (b)   Save as has been obtained or will be obtained as and when
required, no authorization or approval or other action by, and no notice to or
filing with, any court, agency, authority, department or instrumentality of any
nature of any governmental or quasi-governmental unit ("Governmental
Authority") is required for the due execution, delivery and performance by the
Guarantor of this Guaranty and the other documents and instruments executed in
connection therewith, all of which have been duly obtained or made and are in
full force and effect.

         (c)   This Guaranty is, and all other documents and instruments
executed in connection therewith, when delivered will be, legal, valid and
binding obligations of the Guarantor, enforceable against the Guarantor in
accordance with their respective terms, except as such enforceability may be
(i) limited by the effect of any applicable bankruptcy, insolvency or similar
laws affecting creditor's rights generally and (ii) subject to the effect of
general principles of equity.

                                      -4-
<PAGE>   47

         (d)  The Guarantor's execution, delivery and performance of this
Guaranty do not require the consent or approval of any other Person save as has
been obtained.

         (e)  Neither the execution and delivery of this Guaranty nor the
performance of the transactions contemplated hereby will result in any
violation of, or conflict with nor constitute a default under, or result in the
creation of any encumbrance, lien or security interest over any asset of the
Guarantor pursuant to (i) any provision of its constituent governing documents,
(ii) any agreement or instrument to which the Guarantor is a party, or (iii)
any applicable law or regulation to which the Guarantor is subject.

         (f)   As of the date hereof, the Guarantor is a holder of ________% of
the Tantawan production area as designated in that certain letter dated August
23, 1995 from the Department of Mineral Resources to Thaipo, Inc. [sic]
("Tantawan Field") included in the concession guaranteed by 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.

         SECTION  9.  Amendments, Etc.  No amendment or waiver of any provision
of this Guaranty nor consent to any departure by the Guarantor therefrom shall
in any event be effective unless the same shall be in writing and signed by
Lessor and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.

         SECTION  10.  Notices, Etc.  All notices and other communications
provided for hereunder shall be in writing (including telegraphic, telex,
facsimile or cable communication) and mailed, telegraphed, telexed,
transmitted, cabled or delivered, if to the  Lessor, at its address at 557's
Gravelandseweg, 3119 XT Schiedam, The Netherlands Attention: R. Smulders,
Telecopy No. 31-10.473 1434; if to Guarantor at its address at
_____________________________________,, Telecopy No.  ___________________, or,
as to each party, at such other address as shall be designated by such party in
a written notice to the other party.  The dates on which notices shall be
deemed to have been effectively given shall be determined as follows:

         (a)  Notices given by personal delivery shall be deemed effectively
given on the date of personal delivery;

         (b)  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;

         (c)  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


                                      -5-
<PAGE>   48

         (d)  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.

         SECTION  11.  No Waiver; Remedies.  No failure on the part of Lessor
to exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right.  The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

         SECTION  12.  Right of Setoff.  Upon the occurrence and during the
continuance of any default by Charterer in the performance of any of its
obligations to Lessor or by the Guarantor hereunder, Lessor is hereby
authorized at any time and from time to time, without notice to the Guarantor
(any such notice being expressly waived by the Guarantor) to the fullest extent
permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by Lessor to or for the credit or the account of
the Guarantor against any and all of the obligations of the Guarantor now or
hereafter existing under this Guaranty, irrespective of whether or not Lessor
shall have made any demand under this Guaranty and although such obligations
may be contingent and unmatured.  Lessor agrees promptly to notify the
Guarantor after any such setoff and application made by Lessor provided that
the failure to give such notice shall not affect the validity of such setoff
and application.  The rights of Lessor under this Section  12 are in addition
to other rights and remedies (including, without limitation, other rights of
setoff) which Lessor may have.

         SECTION  13.  Costs, Expenses and Taxes.  The Guarantor agrees to pay,
and cause to be paid, on demand all costs and expenses actually incurred by
Lessor in connection with the filing, recording and administration of this
Guaranty and any of the documents or instruments evidencing the Guaranteed
Obligations and any other agreements or documents delivered in connection with
any of the Guaranteed Obligations, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for Lessor with respect
thereto and with respect to advising Lessor as to its rights and
responsibilities under this Guaranty, and all costs and expenses, if any
(including reasonable counsel fees and expenses), in connection with the
enforcement of this Guaranty.  The Guarantor agrees to pay interest on any
expenses or other sums due to Lessor hereunder that are not paid when due at a
rate per annum equal to the lesser of (a) the highest lawful rate permitted by
applicable law or (b) one-month LIBOR plus two percent (2%).  In addition, the
Guarantor shall pay any and all stamp and other taxes payable or determined to
be payable in connection with the execution and delivery of this Guaranty and
agrees to save Lessor harmless from and against any and all liabilities with
respect to or resulting from any delay in paying or omission to pay such taxes.
The agreements of the Guarantor contained in this Section  13 shall survive the
payment of all other amounts owing hereunder or under any of the other
obligations.

         SECTION  14.  INDEMNITY.  TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE GUARANTOR AGREES TO INDEMNIFY, PROTECT AND SAVE

                                      -6-
<PAGE>   49

HARMLESS LESSOR FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES AND LIABILITIES
GROWING OUT OF OR RESULTING FROM THIS GUARANTY (INCLUDING, WITHOUT LIMITATION,
ENFORCEMENT OF THIS GUARANTY), EXCEPT CLAIMS, LOSSES OR LIABILITIES RESULTING
FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LESSOR, PROVIDED THAT IT IS
THE INTENTION OF THE GUARANTOR TO INDEMNIFY LESSOR AGAINST THE CONSEQUENCES OF
ITS OWN NEGLIGENCE.

         SECTION  15.  Separability.  Should any clause, sentence, paragraph,
subsection or Section of this Guaranty be judicially declared to be invalid,
unenforceable or void, such decision will not have the effect of invalidating
or voiding the remainder of this Guaranty, and the parties hereto agree that
the part or parts of this Guaranty so held to be invalid, unenforceable or void
will be deemed to have been stricken herefrom and the remainder will have the
same force and effectiveness as if such part or parts had never been included
herein.

         SECTION  16.  Captions.  The captions in this Guaranty have been
inserted for convenience only and shall be given no substantive meaning or
significance whatever in construing the terms and provisions of this Guaranty.

         SECTION  17.  General Provisions.  This Guaranty is a continuing
guaranty and shall (a) remain in full force and effect until performance and
payment in full of the Guaranteed Obligations and all other amounts payable
under this Guaranty, notwithstanding the lawful termination or cancellation of
the Bareboat Charter; (b) be binding upon the Guarantor, its successors and
permitted assigns, except that the Guarantor may not assign any of its rights
or obligations under this Guaranty without the prior written consent of Lessor
not to be unreasonably withheld; and (c) inure to the benefit of and be
enforceable by Lessor and its successors, transferees and assigns.  Without
limiting the generality of the foregoing clause (c), Lessor may assign or
otherwise transfer the benefit of this Guaranty to any other Person and such
other Person shall thereupon become vested with all the rights and benefits in
respect thereof granted to Lessor herein or otherwise.

Notwithstanding the foregoing clause (b),  Guarantor may assign all or any part
of its  interest in the Tantawan Field to any Other Guarantor (as hereinafter
defined) without the prior  consent of Lessor.   In such event, the Guarantor
shall assign its rights and obligations hereunder to  such Other Guarantor to
whom the Guarantor assigns its interest.  Upon such an assignment and the
assumption  by  such  Other Guarantor of a percentage of  Guarantor's
obligations hereunder equal to the percentage of  the Guarantor's interest in
the Tantawan Field assigned to such  Other Guarantor, the Guarantor shall be
automatically released from the same percentage of its obligations hereunder as
shall be assumed by such  Other Guarantor.

In the event that the Guarantor acquires all, or a percentage of, the interest
of any Other Guarantor in the Tantawan Field, the Guarantor will assume (in
addition to its percentage already guaranteed hereunder)  such percentage of
the Other Guarantor's obligations under its guarantee

                                      -7-
<PAGE>   50

of the Charterer's obligations under the Bareboat Charter as is equal to the
percentage of such Other Guarantor's interest in the Tantawan Field acquired by
the Guarantor.

 As used in this Section  17 "Other Guarantor" means  either of the other
parties at the date hereof to the Joint Operating Agreement relating to the
Tantawan Field.

         SECTION  18.  Limitation by Law.  All rights, remedies and powers
provided in this Guaranty may be exercised only to the extent that the exercise
thereof does not violate any applicable provision of law, and all the
provisions of this Guaranty are intended to be subject to all applicable
mandatory provisions of law which may be controlling and to be limited to the
extent necessary so that they will not render this Guaranty invalid,
unenforceable, in whole or in part, or not entitled to be recorded, registered
or filed under the provisions of any applicable law.

         SECTION  19.  Arbitration.  Any dispute arising under this Guaranty
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 Guaranty or with any
dispute arising under the Bareboat Charter.  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 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.  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.

         SECTION  20.  GOVERNING LAW.  THIS GUARANTY AND INDEMNITY SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO PRINCIPLES  OF CONFLICTS OF LAW.

         SECTION  21.  TAXES.   All payments by the Guarantor under this
Guaranty shall be made in full and without deduction for or on account of any
Dutch, Thai or United States taxes, except to the extent that the Guarantor is
required by law to make payment subject to any Dutch, Thai or United States
taxes.  If any such tax or amounts in respect of such tax exceed the amount
contemplated to be paid or suffered by Lessor pursuant to the Bareboat Charter,
and must

                                      -8-
<PAGE>   51

be deducted from any amounts payable or paid by the Guarantor under this
Guaranty, the Guarantor shall pay such additional amounts as may be necessary
to ensure that the Lessor receives a net amount equal to the full amount which
it would have received under the Bareboat Charter with respect to the
Guarantor's percentage of the Guaranteed Obligations had payment not been made
subject to such additional tax.

            [ The Remainder of This Page Is Intentionally Blank ]

                                      -9-
<PAGE>   52


         IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly
executed by an officer of Guarantor thereunto duly authorized, as of the date
first above written.




              By:

              Name:

              Title:


                                      -10-
<PAGE>   53


                                  APPENDIX B-2
                      (IHC Caland N.V. - Bareboat Charter)

             GUARANTY AND INDEMNITY

         This GUARANTY (the "Guaranty") is made as of the  9th day of February,
1996 by IHC Caland N.V., a Dutch corporation (the "Guarantor") to Tantawan
Services , L L C, a Delaware limited liability company ("Charterer").

         PRELIMINARY STATEMENT.  Tantawan Production B.V., a Dutch corporation
("Lessor") and Charterer are parties to that certain Bareboat Charter, dated as
of January February 9, 1996 ("Bareboat Charter").  The  Guarantor is the
ultimate corporate parent of Lessor and the Guarantor expects to derive
substantial benefit from the Bareboat Charter.  It is a condition precedent to
the effectiveness of the Bareboat Charter that the Guarantor shall have
executed and delivered this Guaranty to Charterer.  Terms not defined herein
shall have the meanings given to them in the Bareboat Charter.

         NOW, THEREFORE, in consideration of the premises and in order to
induce Charterer to execute and deliver the Bareboat Charter, the Guarantor
hereby agrees as follows:

         SECTION 1.  Guaranty. The Guarantor hereby unconditionally and
irrevocably (a) guarantees the punctual performance when due and the punctual
payment when due, whether at stated time of performance or maturity, by
acceleration, by prepayment or otherwise, of any and all liabilities and/or
obligations of Lessor to Charterer pursuant to the terms of the Bareboat
Charter and subject to all defenses, set offs and counterclaims of  Lessor
thereunder now or hereafter existing of whatever kind or nature, whether in
respect of representations, warranties, agreements or covenants or for
principal, interest, expenses, taxes, costs, losses, compensation,
reimbursements or any other amount payable to Charterer, and (b) agrees to pay
any and all costs and expenses (including, without limitation, reasonable
counsel fees and expenses) incurred by Charterer in enforcing any rights under
this Guaranty (all of the above being hereinafter called the "Guaranteed
Obligations").  Within five (5) business days of demand, the Guarantor hereby
agrees to perform  and/or pay the Guaranteed Obligations then due in the
currency provided in the Bareboat Charter.

         SECTION 2.  Guaranty Absolute.  The Guarantor guarantees that the
Guaranteed Obligations will be performed and paid strictly in accordance with
the terms of any agreement or instrument executed in connection therewith,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of Charterer with
respect thereto.  The liability of the Guarantor under this Guaranty shall be
absolute and unconditional irrespective of and shall not be discharged or in
any way affected, reduced or extinguished by any circumstance or event (whether
or not known to the Guarantor) including without limitation:


<PAGE>   54

          (a)   any lack of validity or enforceability of or defect or
     deficiency in any agreement or instrument executed in connection with the
     Guaranteed Obligations;

          (b)   any change in the time, manner, terms or place of payment of,
     or in any other term of, all or any of the Guaranteed Obligations, or any
     other amendment or waiver of or extension or termination of or any consent
     to departure from any agreement or instrument executed in connection
     therewith;

          (c)  any sale, exchange, release or non-perfection of any property
     standing as security for the liabilities hereby guaranteed or any
     liabilities incurred directly or indirectly hereunder or any setoff
     against any of said liabilities, or any release or amendment or waiver of
     or consent to departure from any other guaranty, for all or any of the
     Guaranteed Obligations;

          (d)   any other circumstance which might otherwise constitute a
     defense available to, or a discharge of, or otherwise limit recourse to
     Lessor or any other individual, partnership, joint venture, corporation,
     association, trust or other enterprise ("Person") that is a party to any
     agreement or instrument (including any guarantor) in respect of the
     Guaranteed Obligations;

          (e)  the winding up, liquidation, bankruptcy or similar proceeding by
     or against the  Lessor; or

          (f)  any change in the name or the ownership of  Lessor.

This Guaranty shall continue to be effective or be reinstated, as the case may
be, if at any time any performance or payment of any of the Guaranteed
Obligations is canceled, suspended, rescinded or must otherwise be returned by
Charterer upon the receivership, insolvency, bankruptcy, liquidation,
dissolution or reorganization of Lessor, or any other guarantor or otherwise,
all as though such payment had not been made.  The obligations of the Guarantor
under this Guaranty shall not be affected by any performance or payment by
Lessor (other than the full and final performance and payment of all of the
Guaranteed Obligations), allocation by Charterer of any repayment, any
compromise or discharge of the Guaranteed Obligations, any application, release
or substitution of collateral or other security therefor, release of any
guarantor, surety or other person obligated in connection with any agreement or
instrument, or any advances to Lessor, or for any other reason.

          SECTION 3.  Continuing Guaranty.  This is a continuing Guaranty, and
all extensions of credit and financial accommodations heretofore, concurrently
herewith or hereafter made by Charterer to Lessor and all obligations and
indebtedness of Lessor now owned or hereafter acquired by Charterer shall be
conclusively presumed to have been made or acquired in acceptance hereof.

                                      -2-
<PAGE>   55

          SECTION 4.  Waiver.  This is an absolute Guaranty of performance and
of payment and not of collection, and the Guarantor hereby waives (a)
promptness, diligence, notice of acceptance, presentment, demand, protest,
notice of protest and dishonor, notice of intent to accelerate, notice of
acceleration and any other notice with respect to any of the Guaranteed
Obligations and this Guaranty; (b) any requirement that Charterer protect,
secure, perfect or insure any security interest or lien on any property subject
thereto or exhaust any right or take any action against Lessor or any other
Person or any collateral or that Lessor or any other Person be joined in any
action hereunder.  Should Charterer seek to enforce the obligations of the
Guarantor hereunder by action in any court, the Guarantor waives any necessity,
substantive or procedural, that a judgment previously be rendered against
Lessor or any other Person, or that any action be brought against Lessor or any
other Person, or that Lessor or any other Person should be joined in such
cause.  Such waiver shall be without prejudice to Charterer at its option to
proceed against Lessor or any other Person, whether by separate action or by
joinder.

          SECTION 5.  Several Obligations.  The obligations of the Guarantor
hereunder are several from Lessor or any other Person, and are primary
obligations concerning which the Guarantor is the principal obligor.  The
Guarantor agrees that this Guaranty shall not be discharged except by complete
performance of the obligations of Lessor in respect of the Guaranteed
Obligations and under any agreement or instrument executed in connection
therewith and the obligations of the Guarantor hereunder.  The obligations of
the Guarantor hereunder shall not be affected in any way by any receivership,
insolvency, bankruptcy or other proceedings affecting Lessor, Charterer or any
of Lessor's assets, or the release or discharge of Lessor from the performance
of any obligation contained in any agreement or other instrument issued in
connection with, evidencing or securing any obligation guaranteed by this
instrument, whether occurring by reason of law or any other cause, whether
similar or dissimilar to the foregoing.

          SECTION 6.  Subrogation.  The Guarantor will not exercise any rights
which it may acquire by way of subrogation, reimbursement or indemnity  under
this Guaranty, by any performance or payment made hereunder or otherwise, until
all the Guaranteed Obligations shall have been performed and paid in full.  If
any amount shall be paid to the Guarantor on account of such subrogation rights
at any time when all the Guaranteed Obligations shall not have been performed
and paid in full, such amount shall be held in trust for the benefit of
Charterer and shall forthwith be paid to Charterer to be applied to the
Guaranteed Obligations in such order as Charterer shall select.  If (a) the
Guarantor shall perform and shall make payment to Charterer of all or any part
of the Guaranteed Obligations and (b) all the Guaranteed Obligations shall be
performed and paid in full, Charterer will, at the Guarantor's request, execute
and deliver to the Guarantor appropriate documents, without recourse and
without representation or warranty, necessary to evidence the transfer by
subrogation to the Guarantor of any interest in the Guaranteed Obligations
resulting from such performance and payment by the Guarantor.

          SECTION 7.  Representations and Warranties.  The Guarantor hereby
represents and warrants as follows:

                                      -3-
<PAGE>   56

          (a)  The Guarantor has received, or will receive, direct or indirect
benefit from the making of this Guaranty.

          (b)   Save as has been obtained or will be obtained as and when
required, no  authorization or approval or other action by, and no notice to or
filing with, any court, agency, authority, department or instrumentality of any
nature of any governmental or quasi-governmental unit ("Governmental
Authority") is required for the due execution, delivery and performance by the
Guarantor of this Guaranty and the other documents and instruments executed in
connection therewith, all of which have been duly obtained or made and are in
full force and effect.

          (c)   This Guaranty is, and all other documents and instruments
executed in connection therewith, when delivered will be, legal, valid and
binding obligations of the Guarantor, enforceable against the Guarantor in
accordance with their respective terms, except as such enforceability may be
(i) limited by the effect of any applicable bankruptcy, insolvency or similar
laws affecting creditor's rights generally and (ii) subject to the effect of
general principles of equity.

          (d)  The Guarantor's execution, delivery and performance of this
Guaranty do not require the consent or approval of any other Person save as has
been obtained.

          (e)  Neither the execution and delivery of this Guaranty nor the
performance of the transactions contemplated hereby will result in any
violation of, or conflict with nor constitute a default under, or result in the
creation of any encumbrance, lien or security interest over any asset of the
Guarantor pursuant to (i) any provision of its constituent governing documents,
(ii) any agreement or instrument to which the Guarantor is a party, or (iii)
any applicable law or regulation to which the Guarantor is subject.

          SECTION 8.  Amendments, Etc.  No amendment or waiver of any provision
of this Guaranty nor consent to any departure by the Guarantor therefrom shall
in any event be effective unless the same shall be in writing and signed by
Charterer, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

          SECTION 9.  Notices, Etc.  All notices and other communications
provided for hereunder shall be in writing (including telegraphic, telex,
facsimile or cable communication) and mailed, telegraphed, telexed,
transmitted, cabled or delivered, if to the Guarantor, at its address at
557's-Gravelandseweg, 3119 XT Schiedam, The Netherlands, Attention:  R.
Smulders, Telecopy No. 31-10-473 1434 ; if to Charterer, at its address at c/o
Pogo Producing Company, 5 Greenway Plaza, Suite 2700, Houston, TX 77046-0504,
Attention: Vice President-Operations, Telecopy No. (713) 297-5100, or, as to
each party, at such other address as shall be designated by such party in a
written notice to the other party.  The dates on which notices shall be deemed
to have been effectively given shall be determined as follows:

                                      -4-
<PAGE>   57

          (a)  Notices given by personal delivery shall be deemed effectively
given on the date of personal delivery;

          (b)  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;

          (c)  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

          (d)  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.

          SECTION 10.  No Waiver; Remedies.  No failure on the part of
Charterer to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise
of any other right.  The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

          SECTION 11.  Right of Setoff.  Upon the occurrence and during the
continuance of any default by Lessor in the performance of any of its
obligations to Charterer or by the Guarantor hereunder, Charterer is hereby
authorized at any time and from time to time, without notice to the Guarantor
(any such notice being expressly waived by the Guarantor) to the fullest extent
permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by Charterer to or for the credit or the account
of the Guarantor against any and all of the obligations of the Guarantor now or
hereafter existing under this Guaranty, irrespective of whether or not
Charterer shall have made any demand under this Guaranty and although such
obligations may be contingent and unmatured.  Charterer agrees promptly to
notify the Guarantor after any such setoff and application made by Charterer
provided that the failure to give such notice shall not affect the validity of
such setoff and application.  The rights of Charterer under this Section 11 are
in addition to other rights and remedies (including, without limitation, other
rights of setoff) which Charterer may have.

          SECTION 12.  Costs, Expenses and Taxes.  The Guarantor agrees to pay,
and cause to be paid, on demand all costs and expenses actually incurred by
Charterer in connection with the filing, recording and administration of this
Guaranty and any of the documents or instruments evidencing the Guaranteed
Obligations and any other agreements or documents delivered in connection with
any of the Guaranteed Obligations, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for Charterer with
respect thereto and with respect to advising Charterer as to its rights and
responsibilities under this Guaranty, and all costs and expenses, if any
(including reasonable counsel fees and expenses), in connection with the
enforcement of this Guaranty.  The Guarantor agrees to pay interest on any
expenses or other sums due to Charterer

                                      -5-
<PAGE>   58

hereunder that are not paid when due at a rate per annum equal to the lesser of
(a) the highest lawful rate permitted by applicable law or (b) one-month LIBOR
plus two percent (2%).  In addition, the Guarantor shall pay any and all stamp
and other taxes payable or determined to be payable in connection with the
execution and delivery of this Guaranty and agrees to save Charterer harmless
from and against any and all liabilities with respect to or resulting from any
delay in paying or omission to pay such taxes.  The agreements of the Guarantor
contained in this Section 12 shall survive the payment of all other amounts
owing hereunder or under any of the other obligations.

          SECTION 13.  INDEMNITY.  TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE GUARANTOR AGREES TO INDEMNIFY, PROTECT AND SAVE HARMLESS
CHARTERER FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES AND LIABILITIES GROWING
OUT OF OR RESULTING FROM THIS GUARANTY (INCLUDING, WITHOUT LIMITATION,
ENFORCEMENT OF THIS GUARANTY), EXCEPT CLAIMS, LOSSES OR LIABILITIES RESULTING
FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CHARTERER, PROVIDED THAT IT
IS THE INTENTION OF THE GUARANTOR TO INDEMNIFY CHARTERER AGAINST THE
CONSEQUENCES OF ITS OWN NEGLIGENCE.

          SECTION 14.  Separability.  Should any clause, sentence, paragraph,
subsection or Section of this Guaranty be judicially declared to be invalid,
unenforceable or void, such decision will not have the effect of invalidating
or voiding the remainder of this Guaranty, and the parties hereto agree that
the part or parts of this Guaranty so held to be invalid, unenforceable or void
will be deemed to have been stricken herefrom and the remainder will have the
same force and effectiveness as if such part or parts had never been included
herein.

          SECTION 15.  Captions.  The captions in this Guaranty have been
inserted for convenience only and shall be given no substantive meaning or
significance whatever in construing the terms and provisions of this Guaranty.

          SECTION 16.  General Provisions.  This Guaranty is a continuing
guaranty and shall (a) remain in full force and effect until performance and
payment in full of the Guaranteed Obligations and all other amounts payable
under this Guaranty, notwithstanding the lawful termination or cancellation of
the Bareboat Charter; (b) be binding upon the Guarantor, its successors and
permitted assigns, except that the Guarantor may not assign any of its rights
or obligations under this Guaranty without the prior written consent of
Charterer not to be unreasonably withheld; and (c) inure to the benefit of and
be enforceable by Charterer and its successors, transferees and assigns.
Without limiting the generality of the foregoing clause (c), Charterer may
assign or otherwise transfer the benefit of this Guaranty to any other Person
and such other Person shall thereupon become vested with all the rights and
benefits in respect thereof granted to Charterer herein or otherwise.

                                      -6-
<PAGE>   59

          SECTION 17.  Limitation by Law.  All rights, remedies and powers
provided in this Guaranty may be exercised only to the extent that the exercise
thereof does not violate any applicable provision of law, and all the
provisions of this Guaranty are intended to be subject to all applicable
mandatory provisions of law which may be controlling and to be limited to the
extent necessary so that they will not render this Guaranty invalid,
unenforceable, in whole or in part, or not entitled to be recorded, registered
or filed under the provisions of any applicable law.

          SECTION 18.  Arbitration.  Any dispute arising under this Guaranty
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 Guaranty or with any
dispute arising under the Bareboat Charter.  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 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.  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.

          SECTION 19.  GOVERNING LAW.  THIS GUARANTY AND INDEMNITY SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

          SECTION 20.  Taxes.  All payments by the Guarantor under this
Guaranty shall be made in full and without deduction for or on account of any
Dutch or Thai taxes, except to the extent that the Guarantor is required by law
to make payment subject to any Dutch or Thai taxes.  If any such tax or amounts
in respect of such tax exceed the amount contemplated to be paid or suffered by
Charterer pursuant to the Bareboat Charter, and must be deducted from any
amounts payable or paid by the Guarantor under this Guaranty, the Guarantor
shall pay such additional amounts as may be necessary to ensure that the
Charterer receives a net amount equal to the full amount which it would have
received under the Bareboat Charter had payment not been made subject to such
tax.

                                      -7-
<PAGE>   60


          IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly
executed by an officer of Guarantor thereunto duly authorized, as of the date
first above written.




I H C CALAND N.V.


By:

Name:

Title:


                                      -8-
<PAGE>   61

                                   APPENDIX C


                 PERIODS (END OF)          US$ 000

                      Year 0               120,000
                      Year 1               108,000
                      Year 2                98,000
                      Year 3                88,000
                      Year 4                78,000
                      Year 5                66,000
                      Year 6                55,000
                      Year 7                43,000
                      Year 8                30,000
                      Year 9                20,000
                      Year 10                5,000

NOTES:    1.   Purchases other than at year end will be calculated on a
               pro-rata basis.

          2.   For any extended Term, the price will be as negotiated by the
               parties.