EXHIBIT 10.165
===========================================================================

                                 CONTRACT

                                   FOR

                          CONSTRUCTION AND SALE

                                    OF

                                  VESSEL

                             (HULL NO. HRBS6)

                                  BETWEEN

                             RB EXPLORATION CO.

                                    AND

                      HYUNDAI HEAVY INDUSTRIES CO., LTD.

                                    AND

                            HYUNDAI CORPORATION

=========================================================================

                             INDEX


PREAMBLE

ARTICLE I - DESCRIPTION AND CLASS
     1.   Description:
     2.   Dimensions and Characteristics:
     3.   The Classification, Rules and Regulations:
     4.   Registration:

ARTICLE II - CONTRACT PRICE, TERMS OF PAYMENT & OPTIONS
     1.   Contract Price:
     2.   Adjustment of Contract Price:
     3.   Currency:
     4.   Terms of Payment:
     5.   Method of Payment:
     6.   Notice of Payment before Delivery:
     7.   Expenses:
     8.   Prepayment:
     9.  Options

ARTICLE III - ADJUSTMENT OF CONTRACT PRICE
     1.   Delivery:
     2.   Displacement:
     3.   Weight Control
     4.   Effect of Rescission:

ARTICLE   IV   -  APPROVAL  OF  PLANS  ANDDRAWINGS  AND  INSPECTION  DURING
     CONSTRUCTION
     1.   Approval of Plans and Drawings:
     2.   Appointment of OWNER's Supervisor:
     3.   Inspection by the Supervisor:
     4.   Facilities:
     5.   Liability of BUILDER and OWNER:
     6.   Responsibility of OWNER:
     7.   Delivery and Construction Schedule:
     8.   Responsibility of BUILDER:

ARTICLE V - MODIFICATIONS, CHANGES AND EXTRAS
     1.   How Effected:
     2.   Changes  in  Rules of Classification Society, Regulations,  etc.:
     3.   Substitution of Materials:

ARTICLE VI - TRIALS AND ACCEPTANCE
     1.   Notice:
     2.   Weather Condition:
     3.   How Conducted:
     4.   Method of Acceptance or Rejection:
     5.   Effect of Acceptance:
     6.   Disposition of Surplus Consumable Stores:

ARTICLE VII - DELIVERY
     1.   Time and Place:
     2.   When and How Effected:
     3.   Documents to be delivered to OWNER:
     4.   Tender of VESSEL:
     5.   Title and Risk:
     6.   Removal of VESSEL:

ARTICLE VIII - DELAYS AND EXTENSION OF TIME FOR DELIVERY (FORCE MAJEURE)
     1.   Causes of Delay (Force Majeure):
     2.   Notice of Delay:
     3.   Definition of Permissible Delay:
     4.   Right to Rescind for Excessive Delay:

ARTICLE IX - WARRANTY OF QUALITY
     1.   Guarantee:
     2.   Notice of Defects:
     3.   Remedy of Defects:
     4.   Extent of BUILDER's Responsibility:
     5.   Guarantee Engineer:

ARTICLE X - RESCISSION BY OWNER
     1.   Notice:
     2.   Refundment by BUILDER:
     3.   Discharge of Obligations:

ARTICLE XI - OWNER'S DEFAULT
     1.   Definition of Default:
     2.   Effect of Default on or before Delivery of VESSEL:
     3.   Disposal of VESSEL:
     4.   Dispute:

ARTICLE XII - ARBITRATION
     1.   Decision by the Classification Society:
     2.   Proceedings of Arbitration:
     3.   Notice of Award:
     4.   Expenses:
     5.   Entry in Court:
     6.   Alteration of Delivery Date:

ARTICLE XIII - SUCCESSOR AND ASSIGNS

ARTICLE XIV - TAXES AND DUTIES
     1.   Taxes and Duties Incurred in Korea:
     2.   Taxes and Duties Incurred Outside Korea:

ARTICLE XV - PATENTS, TRADEMARKS, COPYRIGHTS, ETC.
     1.   Patents:
     2.   General Plans, Specifications and Working Drawings:

ARTICLE XVI - OWNER'S SUPPLIES
     1.   Responsibility of OWNER:
     2.   Responsibility of BUILDER:
     3.   Title:
     4.   OWNER's Supplies Refundment:

ARTICLE XVII - INSURANCE
     1.   Extent of Insurance Coverage:
     2.   Application of the Recovered Amounts:
     3.   Termination of BUILDER's Obligation to Insure:

ARTICLE XVIII - NOTICE
     1.   Address:
     2.   Language:
     3.   Effective Date of Notice:

ARTICLE XIX - EFFECTIVE DATE OF CONTRACT

ARTICLE XX - INTERPRETATION
     1.   Laws Applicable:
     2.   Discrepancies:
     3.   Entire Agreement:
     4.   Amendments and Supplements:

ARTICLE XXI - CONFIDENTIALITY



END OF CONTRACT

EXHIBIT "A" LETTER OF REFUNDMENT GUARANTEE

EXHIBIT "B" OPTION VESSEL PRICE AND DELIVERY

===========================================================================

     THIS  CONTRACT,  made and entered into on this 14th day  of  November,
1997  by  and between RB EXPLORATION CO., a corporation existing under  the
laws  of  Nevada, and having an office at 901 Threadneedle, Houston,  Texas
77079-2902  (hereinafter called the "OWNER"), on the one part  and  HYUNDAI
HEAVY  INDUSTRIES CO., LTD., a corporation incorporated and existing  under
the laws the Republic of Korea, having its registered office at #1, Cheonha-
Dong, Ulsan, Korea and HYUNDAI CORPORATION, a corporation incorporated  and
existing under the laws the Republic of Korea, having its registered office
at  140-2  Kye-Dong,  Chongro-Ku,  Seoul, Korea  (hereinafter  collectively
called the "BUILDER"), on the other part.

W I T N E S S E T H:

     In consideration of the mutual covenants herein contained, the BUILDER
agrees  to build One (1) VESSEL as described in the specification  attached
hereto  as  Exhibit  1 of this Contract (hereinafter  referred  to  as  the
"VESSEL")  and  in accordance with (i) the BUILDER's Approved  Vendor  List
attached  hereto as Exhibit 2,  (ii) the Delivery and Construction Schedule
attached  hereto as Exhibit 3 and (iii) the BUILDER's Unit  Rates  attached
hereto   as  Exhibit  4  (said  Exhibits  1  through  4  being  hereinafter
collectively  called the "Specifications") which Specifications  have  been
initialed  by representatives of the parties hereto for identification  and
which  Specifications  hereby  are each incorporated  herein  by  reference
hereto  and  made  an  integral part of this  Contract,  at  the  BUILDER's
shipyard  located  in  Ulsan,  Korea  (hereinafter  referred  to   as   the
"Shipyard")  and to deliver and sell the same to the OWNER, and  the  OWNER
hereby  agrees  to  purchase and accept delivery of  the  VESSEL  from  the
BUILDER, upon the terms and conditions hereinafter set forth.

===========================================================================

                   ARTICLE I - DESCRIPTION AND CLASS

1.   Description:

          The  VESSEL,  having  the  BUILDER's Hull  No.  HRBS6,  shall  be
     constructed, equipped and completed in accordance with the  provisions
     of  this  Contract,  and the Specifications (as  heretofore  defined),
     which  Specifications  are  an  integral  part  of  this  Contract  as
     heretofore provided.

2.   Dimensions and Characteristics:

           NOTE:  U. S. Units are approximate

                                   Metric Units        U.S. Units
     Overall Structure
          Length                       109 .0 m        357.61 ft.
          Breadth                        78.0 m        255.91 ft.

     Upper Hull
          Length                         74.0 m        242.78 ft.
          Breadth                        61.0 m        200.13 ft.
          Depth                           8.5 m         27.89 ft.

     Pontoons (two each)
          Length                        109.0 m        357.61 ft.
          Breadth (amidship)             13.4 m         43.96 ft.
          Breadth (ends)                 16.5 m         54.13 ft.
          Depth                           9.1 m         29.86 ft.
          Corner Radius                   3.0 m          9.84 ft.
          Transverse Distance (c. to c.)61.50 m        201.77 ft.

     Draft
          Operating Condition            23.0 m         75.46 ft.
          Survival Condition            16.50 m         54.13 ft.
          Transit Condition              8.80 m         28.87 ft.

     SURVIVAL CONDITION (DRAFT 16.5 M)   Weight        KG
          Lightweight                  21,900 t         26.3 m
          VDL                           6,800 t         35.4 m
          Pontoon Load                  1,100 t          4.6 m
          Vert. Mooring Force           1,250 t         23.5 m
          Water Ballast                 6,520 t          4.0 m

          Displacement Guaranteed      37,560 t
          KG                             23.5 m
          KB                              5.7 m
          GOML                            2.3 m
          GOMT                            4.1 m

OPERATING CONDITION (DRAFT 23.0 M)      Weight         KG
          Lightweight                   21,900 t       26.3 m
          VDL                            6,800 t       36.3 m
          Pontoon Load                   1,100 t        4.6 m
          Vert. Mooring Force            1,370 t       23.5 m
          Water Ballast                 12,110 t        4.2 m

          Displacement Guaranteed       43,280 t
          KG                              21.0 m
          KB                               7.6 m
          GOML                             6.7 m
          GOMT                             4.4 m

          The  details  of the aforementioned particulars, as well  as  the
     definitions and the methods of measurements and calculations shall  be
     as  indicated in the Specifications and shall be subject to adjustment
     with design development.

3.   The Classification, Rules and Regulations:

          The  Vessel, including hull, machinery, equipment and outfitting,
     shall  be  constructed  in accordance with the Rules  and  Regulations
     (edition and amendments thereto being in effect as of the signing date
     of the Contract) of the Classification Society and under survey of the
     Classification Society (hereinafter called as "the Class")  and  shall
     be distinguished in register by symbol of:

               American Bureau of Shipping
               +A1 (M),  "Semisubmersible Drilling Unit", CDS, P, PAS

               ABS   statement  of  fact  for  UK/Den/HSE  compliance,  and
               Drilling System Compliance.

          Decisions of the Classification Society as to compliance or  non-
     compliance  with  the  classification rules and regulations  shall  be
     final  and  binding  upon  both parties  hereto.    Details  of  Class
     notation shall be in accordance with the Specifications.

          The  VESSEL  shall  also comply with the rules,  regulations  and
     requirements of the regulatory bodies as described and listed  in  the
     Specifications.

          The VESSEL will be built and delivered (i) in accordance with the
     terms of this Contract and the Specifications, (ii) in full compliance
     and certification to and with the IMO MODU code with amendments, (iii)
     in  full compliance with the regulations, provisions, and requirements
     included  in  the  Specifications, (iv) in full  compliance  with  the
     requirements  of the Classification Society so as to be  classed  with
     the  Classification Society as a MODU, and (v) so that the VESSEL will
     be  approved  to  operate worldwide.  BUILDER  will  take  all  action
     necessary,  and  remedy at its cost and expense, any deficiency  which
     constitutes a failure to comply with the above requirements.

          All the fees and charges incidental to the Classification Society
     and   in   respect  to  compliance  with  the  above  referred  rules,
     regulations and requirements, as well as all VESSEL design fees and/or
     royalties (except for any fees and/or royalties for the basic  design,
     specifications  and  OWNER's Supplies), shall be for  account  of  the
     BUILDER.

          BUILDER  shall  be  responsible for obtaining the  Classification
     Society's approval of all required plans and drawings of the VESSEL.

4.   Registration:

          The VESSEL, at the time of its delivery and acceptance, shall  be
     registered at the port of registry by the OWNER under the flag of  the
     United States of America at the OWNER's expense.

(End of Article)

          ARTICLE II - CONTRACT PRICE, TERMS OF PAYMENT & OPTIONS

1.   Contract Price:

          The  purchase price of the VESSEL, net receivable by the  BUILDER
     and  exclusive of the OWNER's Supplies (as defined in Paragraph  1  of
     Article  XVI hereof) is  United States Dollars One Hundred and Thirty-
     Eight  Million  Nine  Hundred  Thousand (US$138,900,000)  (hereinafter
     referred  to  as the "Contract Price").  The Contract Price  shall  be
     subject  to upward or downward adjustment, if any, as hereinafter  set
     forth in this Contract.

2.   Adjustment of Contract Price:

          Increase  or  decrease  of the Contract Price,  if  any,  due  to
     adjustments  thereof made in accordance with the  provisions  of  this
     Contract  shall be adjusted by way of addition to or subtraction  from
     the  Contract  Price  upon delivery of the VESSEL  in  the  manner  as
     hereinafter provided.

3.   Currency:

          Any  and all payments by the OWNER to the BUILDER, or vice  versa
     if  any  which  are due under this Contract shall be  made  in  United
     States Dollars.

4.   Terms of Payment:

          The  Contract Price shall be due and payable by the OWNER to  the
     BUILDER in the installments as follows:

     (a)  First Installment:
          The First Installment amounting to United States Dollars Thirteen
          Million Eight Hundred Ninety Thousand (10%, US$13,890,000)  shall
          be  due  and payable within five (5) banking days after execution
          of   this  Contract,  provided  that  the  Letter  of  Refundment
          Guarantee required under Article X has been received by the OWNER
          or its designee.

     (b)  Second Installment:
          The   Second  Installment  amounting  to  United  States  Dollars
          Thirteen   Million   Eight   Hundred   Ninety   Thousand    (10%,
          US$13,890,000)  shall be due and payable seven (7)  months  after
          execution of the Contract.

     (c)  Third Installment:
          The  Third Installment amounting to United States Dollars Thirty-
          Four   Million  Seven  Hundred  and  Twenty-five  Thousand  (25%,
          US$34,725,000)  shall be due and payable nine  (9)  months  after
          execution of the Contract.

     (d)  Fourth Installment:
          The Fourth Installment amounting to United States Dollars Thirty-
          Four   Million  Seven  Hundred  and  Twenty-Five  Thousand  (25%,
          US$34,725,000) shall be due and payable twenty (20) months  after
          execution of the Contract.

     (e)  Fifth Installment:
          The  Fifth Installment amounting to United States Dollars  Forty-
          One Million Six Hundred and Seventy Thousand (30%, US$41,670,000)
          plus any increase or minus any decrease due to adjustment of  the
          Contract  Price  under  and pursuant to the  provisions  of  this
          Contract, shall be due and payable upon delivery of the VESSEL or
          upon tender for delivery of the VESSEL pursuant to Paragraph 4 of
          Article VII of this Contract.

5.   Method of Payment:

     (a)  First Installment:
          Within five (5) banking days after the date of execution of  this
          Contract, the OWNER shall remit by telegraphic transfer the first
          installment to the BUILDER's account number in the Korea Exchange
          Bank or to the banks which the BUILDER may designate (hereinafter
          referred  to  as the "BUILDER's BANK") in favor of Hyundai  Heavy
          Industries, Co., Ltd.

     (b)  Second, Third, and Fourth Installments:
          Upon  the  due date of the second, third and fourth installments,
          in  accordance  with  Article II, 4 (b),  (c),  (d)  and  (e)  as
          appropriate,  the OWNER shall remit by telegraphic transfer  each
          of  the  respective installments to the account at the  BUILDER's
          BANK in favor of Hyundai Heavy Industries Co., Ltd.

     (c)  Fifth Installment:
          At  the  time of delivery of the Vessel to the OWNER pursuant  to
          Section 2 of Article VII of this Contract, the OWNER shall  remit
          by  telegraphic transfer the fifth installment to the account  at
          the  BUILDER's  BANK in favor of Hyundai Heavy  Industries,  Co.,
          Ltd., with an irrevocable instruction that the amount so remitted
          shall  be  payable  to  the BUILDER against presentation  by  the
          BUILDER  to the BUILDER's BANK of a copy of PROTOCOL OF  DELIVERY
          and  ACCEPTANCE  OF  THE VESSEL executed by  the  OWNER  and  the
          BUILDER.

     No  payment  due  under this Contract shall be delayed,  suspended  or
     withheld  by  the  OWNER  on account of any  dispute  or  disagreement
     between  the  parties  hereto.  Any claim which  the  OWNER  may  have
     against   the  BUILDER  hereunder  shall  be  settled  and  liquidated
     separately  from  any  payment by the OWNER  to  the  BUILDER  of  the
     Contract Price hereunder.

6.   Notice of Payment before Delivery:

          With  the  exception of the first installment, the BUILDER  shall
     give  the OWNER Ten (10) banking days prior notice in writing or telex
     or  telefax confirmed in writing by registered mail of the anticipated
     due date and amount of each installment payable before delivery of the
     VESSEL.

7.   Expenses:

          Expenses  and bank charges for remitting payments and  any  taxes
     (other  than taxes on income imposed on the BUILDER), duties, expenses
     and fees applicable to remitting such payment shall be for account  of
     the OWNER.

8.   Prepayment:

          The  OWNER  may  prepay  any or all of the  installments  of  the
     Contract Price, provided that the OWNER declares the OWNER's intention
     to  do  so  in  writing or by telex confirmed in  writing  stating  in
     advance the intended date of such prepayment, subject to the BUILDER's
     acceptance, which shall not be unreasonably withheld.

9.  Options

          The  BUILDER  hereby grants to the OWNER options to purchase  two
     (2)  additional deepwater semisubmersible drilling units (the  "OPTION
     VESSEL(S)") of the same size and Specifications as the VESSEL.  In the
     event  OWNER exercises either option, the purchase price of the OPTION
     VESSEL(S)  shall be United States Dollars One Hundred  and  Forty-four
     Million  Nine  Hundred Thousand (US$144,900,000) for the first  OPTION
     VESSEL  and United States Dollars One Hundred and Forty-eight  Million
     Four  Hundred Thousand (US$148,400,000) for the second OPTION  VESSEL,
     however,  the  price of each option vessel shall  be  reduced  by  the
     amount  of  United  States  Dollars Two  Hundred  and  Fifty  Thousand
     (US$250,000)  should OWNER elect not to register the OPTION  VESSEL(s)
     under the flag of the United States of America.  The notice period for
     exercising  such  options, the delivery date for the OPTION  VESSEL(S)
     and  the alternative of dynamically positioned VESSEL(S) shall  be  as
     charted  in Exhibit B, attached hereto.  All other contract terms  and
     conditions  shall,  except as may otherwise be  specifically  modified
     herein,  be  on the same terms and conditions as are set out  in  this
     Contract for the VESSEL, mutatis mutandis.  The specifications for the
     OPTION  VESSEL(S) shall be the same as the "Specifications" identified
     and defined in this Contract.  Any extras or change orders made to the
     Specifications of the VESSEL subsequent to the date of  this  Contract
     shall  not  be included in the specifications for the OPTION VESSEL(S)
     but   OWNER  shall  be  entitled  to  request  same  pursuant  to  the
     shipbuilding  contract  for  the  OPTION  VESSEL(S)  with  appropriate
     credits for design, engineering and other non-recurring costs and  any
     other price and delivery date adjustment or consequence.

(End of Article)

             ARTICLE III - ADJUSTMENT OF CONTRACT PRICE

     The  Contract Price shall be subject to adjustment, as hereinafter set
forth, in the event of the following contingencies (it being understood  by
both  parties  that  any  reduction of the Contract  Price  is  by  way  of
liquidated damages and not by way of penalty):

1.   Delivery:

     (a)  No  adjustment shall be made and the Contract Price shall  remain
          unchanged for the first Thirty (30) days of delay in delivery  of
          the  VESSEL  beyond the Delivery Date as defined in  Article  VII
          hereof  (ending  as of twelve o'clock midnight of  the  Thirtieth
          (30th) day of delay).

     (b)  If  the  delivery of the VESSEL is delayed more than Thirty  (30)
          days  after the Delivery Date, then, in such event, beginning  at
          twelve  o'clock midnight of the Thirtieth (30th)  day  after  the
          Delivery Date, the Contract Price shall be reduced by the sum  of
          Twenty  Thousand  United Dollars (US$20,000) for  each  full  day
          thereafter for which delivery is delayed.

          However,  the total reduction in the Contract Price  pursuant  to
          this  Paragraph (b) shall not be more than as would be  the  case
          for  a  delay  of  One  Hundred Fifty (150)  days  counting  from
          midnight of the Thirtieth (30th) day after the Delivery  Date  at
          the above specified rate of reduction.

     (c)  However,  if the delay in delivery of the VESSEL should  continue
          for  a  period of One Hundred Eighty (180) days from the Delivery
          Date in Paragraph 1 of Article VII, then in such event, and after
          such  period  has expired, the OWNER may, at its option,  rescind
          this  Contract  in accordance with the provisions  of  Article  X
          hereof.

          The  BUILDER  may,  at  any  time after  the  expiration  of  the
          aforementioned  One  Hundred  Eighty  (180)  days  of  delay   in
          delivery,  if  the OWNER has not served notice of  rescission  as
          provided  in Article X hereof, demand in writing that  the  OWNER
          shall  make  an  election, in which case the OWNER shall,  within
          Twenty  (20)  days after such demand is received  by  the  OWNER,
          notify  the  BUILDER  of  its intention either  to  rescind  this
          Contract  or  to  consent to the acceptance of the  VESSEL  at  a
          specified future date which date BUILDER represents to  OWNER  is
          the  earliest date BUILDER can deliver the VESSEL to OWNER  under
          this  Contract, based on the circumstances then  known.   If  the
          OWNER  shall  not  make an election within Twenty  (20)  days  as
          provided  hereinabove, the OWNER shall be deemed to have accepted
          such  extension of the Delivery Date to the future delivery  date
          indicated  by the BUILDER and it being understood by the  parties
          hereto  that  if  the VESSEL is not delivered by  such  specified
          date, the OWNER shall have the same right of rescission upon  the
          same terms and conditions as hereinabove provided.

     (d)  In  addition to any liquidated damages provided for in subsection
          (b)  above, BUILDER shall reimburse OWNER for any demurrage  paid
          to  the company towing the VESSEL from Korea to the United States
          Gulf  of  Mexico, subject to the OWNER providing notice (well  in
          advance), to the BUILDER of the anticipated tow commencement date
          at the time of the signing of a towage contract between the OWNER
          and  towing company, with such tow commencement date  not  to  be
          earlier than the DELIVERY DATE.

          After  the Delivery Date, should OWNER decide to keep the  VESSEL
          at  BUILDER's  facility  prior to tow-out,  OWNER  shall  pay  to
          BUILDER  the reasonable cost of any services associated with  the
          VESSEL's stay during such period of time.

     (e)  If  the delivery of the VESSEL is made more than thirty (30) days
          earlier  than  the Delivery Date, then, in such event,  beginning
          with  the  thirty-first (31) day prior to the Delivery Date,  the
          Contract Price of the VESSEL shall be increased by adding thereto
          Twenty  Thousand United States Dollars (US$20,000) for each  full
          day.   However, the total increase in the Contract Price pursuant
          to this Paragraph (d) shall not be more than as would be the case
          for an early delivery of Sixty (60) days counting from the Thirty-
          first  (31) day prior to the Delivery Date at the above specified
          rate of increase.

     (f)  For the purpose of this Article, the delivery of the VESSEL shall
          be deemed to be delayed when and if the VESSEL, after taking into
          account  all  postponements of the Delivery  Date  by  reason  of
          permissible  delay as defined in Article VIII  and/or  any  other
          reason  under  this Contract, is not delivered by the  date  upon
          which delivery is required under the terms of this Contract.

2.   Displacement:

     (a)  The  guaranteed displacement of the VESSEL is 37,560 metric  tons
          at 16.5 meters draft and 43,280 metric tons at 23.0 meters draft,
          subject to adjustment with design development.

     (b)  In the event of a discrepancy (whether higher or lower) in either
          guaranteed displacement of the VESSEL being one thousand  (1,000)
          metric  tons or more, then, the OWNER may, at its option,  reject
          the  VESSEL  and  rescind this Contract in  accordance  with  the
          provisions  of  Article  X  hereof or  accept  the  VESSEL  at  a
          reduction  in  the  Contract Price of One Million  United  States
          Dollars (US$ 1,000,000).

3.   Weight Control

          The  BUILDER  shall negotiate reasonable steel weight  tolerances
     with  the mill to meet minimum ABS scantling requirements and appraise
     the OWNER of this value.

          The   BUILDER  shall  develop  and  implement  a  weight  control
     procedure  in  accordance  with the Specifications  and  track  actual
     weights by periodically weighing some of the major assemblies as  they
     are being completed.

          The  BUILDER  shall  earn a weight performance  bonus  of  United
     States  Dollars  Two  Thousand (US$2,000)  per  ton  steel  of  actual
     lightship   weight   below  the  agreed  contract  lightship   weight.
     Likewise,  the BUILDER shall accrue a weight penalty of United  States
     Dollars  Two  Thousand (US$2,000) per ton steel  of  actual  lightship
     weight over agreed contract lightship weight.  Actual lightship weight
     shall be determined on the basis of the ABS approved inclining test.

          The  agreed lightship weight will be set by the BUILDER  and  the
     OWNER  within  four  (4) months following ABS approval  of  the  basic
     design package.

4.   Effect of Rescission:

          It  is expressly understood and agreed by the parties that in any
     case,  if  the  OWNER rescinds this Contract under this  Article,  the
     OWNER  shall not be entitled to any liquidated damages, or  any  other
     recourse unless by means of the provisions of Article X hereof.

(End of Article)

                  ARTICLE IV - APPROVAL OF PLANS AND
              DRAWINGS AND INSPECTION DURING CONSTRUCTION

1.   Approval of Plans and Drawings:

          The  BUILDER shall obtain the approval of the OWNER for the plans
     and  drawings  in  accordance with the procedures  set  forth  in  the
     Specifications.

2.   Appointment of OWNER's Supervisor:

          The  OWNER  may send to and maintain at the Shipyard  and/or  the
     Engineering  Office,  at  the  OWNER's  own  cost  and  expense,   one
     supervisor  (herein  called  the  "Supervisor")  who  shall  be   duly
     authorized  in  writing  by the OWNER, which  authorization  shall  be
     described in a separate letter to be sent to the BUILDER prior to  the
     Supervisor's arrival, to act on behalf of the OWNER in connection with
     the  modifications of the Specifications, adjustments of the  Contract
     Price  and  Delivery  Date  in writing,  approval  of  the  plans  and
     drawings,  attendance  to the tests and inspections  relating  to  the
     VESSEL, its machinery, equipment and outfitting, and any other matters
     for  which he is specifically authorized by the OWNER.  The Supervisor
     may  appoint  assistant(s)  to  attend  at  the  Shipyard  and/or  the
     Engineering Office for the purposes as aforesaid.

3.   Inspection by the Supervisor:

          The necessary inspections of the VESSEL, its machinery, equipment
     and  outfitting  shall  be carried out by the Classification  Society,
     other  regulatory bodies and/or the Supervisor throughout  the  entire
     period of construction in order to ensure that the construction of the
     VESSEL  is duly performed in accordance with the Specifications.   The
     Supervisor shall have, during construction of the VESSEL, the right to
     attend  such  tests and inspections of the VESSEL, its  machinery  and
     equipment   within  the  premises  of  either  the  BUILDER   or   its
     subcontractors.  Detailed procedures of the inspection and  the  tests
     thereof shall be in accordance with Specifications.

          The   Supervisor  shall,  within  the  limits  of  the  authority
     conferred upon him by the OWNER, make decisions or give advice to  the
     BUILDER  on  behalf of the OWNER promptly on all problems arising  out
     of,  or  in  connection  with,  the construction  of  the  VESSEL  and
     generally act in a reasonable manner with a view to cooperating to the
     utmost with the BUILDER in the construction process of the VESSEL.

          The  decision,  approval or advice of the Supervisor  within  the
     limits of authority conferred on the Supervisor by the OWNER shall  be
     deemed to have been given by the OWNER.  THE OWNER's Supervisor  shall
     notify  the  BUILDER  promptly in writing  of  his  discovery  of  any
     construction  or  materials, which he believes  do  not  or  will  not
     conform to the requirements of the Contract or the Specifications  and
     likewise  advise  and  consult  with  the  BUILDER  on   all   matters
     pertaining  to the construction of the VESSEL, as may be  required  by
     the BUILDER, or as he may deem necessary.

          However,  if  the  Supervisor fails  to  submit  to  the  BUILDER
     promptly  any  such  demand  concerning alterations  or  changes  with
     respect to the construction, arrangement or outfit of the VESSEL which
     the Supervisor has examined, inspected or attended at the test thereof
     under  this  Contract or the Specifications, the Supervisor  shall  be
     deemed  to  have approved the same and shall be precluded from  making
     any  demand  for  alterations, changes,  or  complaints  with  respect
     thereto at a later date.

          The  BUILDER  shall  comply with any such  demand  which  is  not
     contradictory to this Contract, provided that any and all such demands
     by  the Supervisor with regard to construction, arrangement and outfit
     of  the  VESSEL  shall  be  submitted in  writing  to  the  authorized
     representative  of  the  BUILDER.   The  BUILDER  shall   notify   the
     Supervisor  of  the  names of the persons who are from  time  to  time
     authorized by the BUILDER for this purpose.

          It  is  agreed  upon between the OWNER and the BUILDER  that  the
     modifications, alterations or changes and other measures necessary  to
     comply with such demand may be effected at a convenient time and place
     at  the  BUILDER's  reasonable discretion in view of the  construction
     schedule of the VESSEL.

          In the event that the Supervisor shall advise the BUILDER that he
     has  discovered and believes the construction or materials do  not  or
     will  not conform to the requirements of this Contract and the BUILDER
     shall  not  agree  with the views of the Supervisor in  such  respect,
     either  the  OWNER or the BUILDER may either seek an  opinion  of  the
     Classification  Society or request an arbitration in  accordance  with
     the  provisions of Article XII  hereof. The Classification Society  or
     the  Arbitration Board shall determine whether or not a  nonconformity
     with  the  provisions of this Contract exist.  If  the  Classification
     Society  or the Arbitration Board enters a determination in  favor  of
     the  OWNER,  then  in such case the BUILDER shall make  the  necessary
     alterations  or changes, or if such alterations or changes  cannot  be
     made  in  time  to meet the construction schedule for the  VESSEL  the
     BUILDER  shall  make fair and reasonable adjustment  of  the  Contract
     Price  in lieu of such alterations and changes.  If the Classification
     Society  or the Arbitration Board enters a determination in  favor  of
     the  BUILDER,  then  the  time for delivery of  the  VESSEL  shall  be
     extended for a period of delay in construction, if any, occasioned  by
     such  proceedings, and the OWNER shall compensate the BUILDER for  the
     proven  loss  and  damages  (always excluding  consequential  damages)
     incurred to the BUILDER as a result of the dispute herein referred to.

          OWNER's  Supervisor, at his discretion, may refuse to inspect  or
     attend  tests where adequate safety measures have not been implemented
     and in such event such tests/inspections shall not be deemed complete.

4.   Facilities:

     (a)  The  BUILDER  shall  furnish the Supervisor and  his  staff  with
          adequate  office  space  and  such  other  reasonable  facilities
          according  to  the  BUILDER's practice at  or  in  the  immediate
          vicinity of BUILDER's Offshore Yard and its Engineering Office as
          may  be  necessary to enable them to effectively carry out  their
          duties.   The OWNER shall pay for all such facilities other  than
          office  space  at  the BUILDER's normal rate of  charge.  BUILDER
          shall  advise OWNER in advance of BUILDER's normal rate of charge
          for any facilities for which OWNER will be required to pay.

     (b)  The  BUILDER  shall make available for OWNER's personnel  at  the
          OWNER's  request, during the VESSEL's construction, a minimum  of
          15  two  or three bedroom apartments furnished with the BUILDER's
          standard furniture, electrical facilities and utilities.  If  the
          OWNER  requests  the  BUILDER to provide the OWNER  with  special
          furniture  and  facilities  beyond the  BUILDER's  standard,  any
          additional  costs which may result therefrom,  if  any,  will  be
          borne  by  OWNER.   Costs for such housing, on a  monthly  rental
          basis,  will be presented to OWNER prior to occupation and  shall
          be  reimbursed by OWNER, along with metered utility and telephone
          charges.  The BUILDER will use best efforts to furnish additional
          apartments requested by the OWNER.

5.   Liability of BUILDER and OWNER:

          The  BUILDER agrees to fully protect, defend, indemnify and  hold
     OWNER  harmless from and against all liabilities, obligations,  claims
     or  actions for personal injury or death arising out of performance by
     BUILDER  or  OWNER  of  their  obligations  hereunder  prior  to   the
     acceptance by OWNER of the VESSEL, and asserted by or on behalf of,

          (i)  any   employee,  agent,  contractor,  or  subcontractor   of
               BUILDER, or

          (ii) any  employee of any agent, contractor, or subcontractor  of
               BUILDER,

     regardless of the basis of such claims and even if such claims  should
     arise  out of the sole or concurrent fault or negligence of OWNER,  or
     any employee, agent, contractor or subcontractor of OWNER.

     Similarly,  the OWNER agrees to fully protect, defend,  indemnify  and
     hold  BUILDER  harmless from and against all liabilities, obligations,
     claims  or  actions  for  personal injury  or  death  arising  out  of
     performance  by BUILDER or OWNER of their obligations hereunder  prior
     to the acceptance by OWNER of the VESSEL, and asserted by or on behalf
     of,

          (i)  any  employee, agent, contractor, or subcontractor of OWNER,
               or

          (ii) any  employee of any agent, contractor, or subcontractor  of
               OWNER,

     regardless of the basis of such claims and even if such claims  should
     arise out of the sole or concurrent fault or negligence of BUILDER, or
     any employee, agent or subcontractor of BUILDER.

6.   Responsibility of OWNER:

          The  OWNER  shall undertake and assure that the Supervisor  shall
     carry   out  his  duties  hereunder  in  accordance  with  the  normal
     shipbuilding  practice  of the BUILDER, which BUILDER  represents  and
     confirms  is  in  all  material  respects  in  accordance  with   good
     international shipbuilding practice and in such a way so as  to  avoid
     any  unnecessary increase in building cost, delay in the  construction
     of  the VESSEL, and/or any disturbance in the construction schedule of
     the  BUILDER.   The  BUILDER has the right to  request  the  OWNER  to
     replace the Supervisor who is deemed unsuitable and unsatisfactory for
     the proper progress of the VESSEL's construction.

          The   OWNER  shall  investigate  the  situation  by  sending  its
     representative(s)  to  the Shipyard if necessary,  and  if  the  OWNER
     considers  that such BUILDER's request is justified, the  OWNER  shall
     effect such replacement as soon as conveniently arrangeable.

7.   Delivery and Construction Schedule:

          Attached  hereto  as  Exhibit  4  is  a  tentative  Delivery  and
     Construction Schedule, and within Sixty (60) days after  the  date  of
     this Contract, BUILDER shall deliver or cause to be delivered to OWNER
     a  final  Delivery and Construction Schedule (herein, as from time  to
     time  amended  with  the  knowledge  of  OWNER,  referred  to  as  the
     "Schedule"),  prepared  in reasonable detail  and  setting  forth  the
     estimated  time  table for the construction of the  VESSEL,  it  being
     understood  that  the Schedule may be used by OWNER  for  purposes  of
     verifying  and measuring the progress being made under  the  terms  of
     this Contract.

8.   Responsibility of BUILDER:

     (a)  BUILDER  personnel and subcontractors which, in the sole  opinion
          of  OWNER,  are  found to be in violation of the safety  policies
          established  by  BUILDER or those specially in place  during  the
          construction  of the VESSEL, may be requested to be removed  from
          the  project by the OWNER's Supervisor.  BUILDER will immediately
          take  such actions as necessary to comply with OWNER's reasonable
          request.

     (b)  The  BUILDER  is  to assign a dedicated safety supervisor  and  a
          sufficient  number  of  safety inspectors  to  remain  in  effect
          throughout  the  Contract to monitor employee  and  subcontractor
          safety,   scaffolding  and  safety  netting,  tank  entry,   work
          permitting  procedures, electrical safety, etc.  Upon request  by
          the  OWNER,  the safety supervisor shall participate  in  OWNER's
          daily safety and quality meetings.

     (c)  The  BUILDER  shall provide a 24 hour fire-watch  at  the  VESSEL
          construction site.  In addition, at various locations around  the
          site, fire alarm stations will be situated whereby a manual alarm
          may  be  sounded and a local emergency response team is  notified
          and activated.

     (d)  BUILDER  shall  immediately report to OWNER all incidents  and/or
          accidents  involving  injury, no matter the  level  of  severity,
          including  first aid, loss of property, no matter the  value,  as
          well as any identified hazards and/or near misses occurring.
          Any  and  all reports of hazards, accidents, incidents,  or  near
          misses  will  result  in  the  immediate  and  full  ceasing   of
          construction activities in the affected area until such  time  as
          adequate precautions have been implemented.

     (e)  BUILDER  hereby agrees that the cranes and other related  lifting
          gear   of  the  VESSEL  will  not  be  used  by  BUILDER   during
          construction  (except  for the testing and commissioning  stage),
          without  the  prior  written  approval  of  OWNER.   Should  such
          approval be given, BUILDER shall return such cranes to normal  in
          functional  respect of operation, including, but not  limited  to
          the changing of all wires.

     (f)  It  is  agreed  by  BUILDER and OWNER that no  more  than  twenty
          percent   (20%),   by  number,  of  all  blocks  fabricated   for
          construction of the VESSEL will be built outside of BUILDER's own
          yard  and  then only by local subcontractors.  In case more  than
          twenty percent (20%) of all blocks for the VESSEL is required  by
          the  BUILDER to be fabricated outside of BUILDER's own yard, then
          the BUILDER shall obtain the OWNER's prior written consent.

     (g)  All  initial spare parts for equipment furnished by the  BUILDER,
          ("BUILDER  Furnished Equipment"), including those  necessary  for
          shipyard start-up testing and for the commissioning of equipment,
          shall be provided by BUILDER at BUILDER's cost.  Further, BUILDER
          shall provide to OWNER a listing of all critical spare parts (any
          long  lead item and those spares causing equipment to be  out  of
          service  for  extended periods of time) and two  years  operating
          spare   parts.   In  addition,  BUILDER  agrees  to  specifically
          identify  on  the listing any and all ABS required  spare  parts.
          BUILDER will provide such spare parts listing to OWNER as soon as
          an  order for equipment is placed, but in no case later  than  90
          days  prior  to  VESSEL delivery.  The OWNER is  responsible  for
          supplying all the equipment and material in accordance  with  the
          OWNER's  Supplies list made part of the Specifications  including
          the  spare/service  parts for start-up testing and  commissioning
          and  specialized  tools and initial consumables for  the  OWNER's
          Supplies.

     (h)  Attached  hereto as Exhibit 2 is BUILDER's approved vendor  list.
          BUILDER  agrees that any material and/or supplies not  fabricated
          by  the  BUILDER  will originate from a vendor  so  specified  in
          Exhibit  2.  In the event procurement of material and/or supplies
          from  the  approved vendors are not available due to shortage  or
          delay   in  delivery  thereof  to  meet  the  BUILDER's   overall
          construction schedule of the VESSEL, the BUILDER may mobilize and
          originate  from other equivalent with the OWNER's consent,  which
          shall not be unreasonably withheld.

     (i)  The  BUILDER  shall,  on a monthly basis, provide  OWNER  with  a
          written progress report regarding the construction of the  VESSEL
          based  on  the  BUILDER's  standards  in  accordance  with  their
          procedure.   Such report is to include a summary of the  progress
          to  date, the progress since the previous report and a report  on
          weight  control.   In  a form and frequency  to  be  agreed,  the
          BUILDER  will furnish the OWNER a simple written report  updating
          the  progress  on  major milestones in the  production  schedule.
          Informal  oral  reports shall be furnished to the  OWNER  by  the
          BUILDER upon request.

          In  addition,  BUILDER shall include a limited  number  of  color
          photographs   relevant  to  the  fabrication  process   for   the
          construction  period  of  the  VESSEL  in  the  progress  report.
          Photographs are to be 5 x 7 inches, bound in books with dates and
          descriptive  captions.   As  soon as each  volume  is  available,
          BUILDER shall furnish three (3) sets of books of photographs  and
          one (1) set of negatives to the OWNER.

     (j)  It  is  the intent of the BUILDER to seek third party engineering
          services in order to assist with the detailed engineering of  the
          VESSEL.  In this regard, the BUILDER agrees that it will seek the
          prior  consent of the OWNER before the selection of  a  qualified
          engineering  consultant  company  is  made.   The  BUILDER  shall
          establish a detailed scope and schedule for any such third  party
          work and submit same to the OWNER for approval.

(End of Article)

               ARTICLE V - MODIFICATIONS, CHANGES AND EXTRAS

1.   How Effected:

          The  Specifications  may be modified and/or  changed  by  written
     request  of  the  OWNER subject to BUILDER's approval (which  approval
     shall  not  be  unreasonably withheld) provided that any modifications
     and/or  changes  requested by the OWNER (or an  accumulation  of  such
     modifications and/or changes) will not adversely affect the  BUILDER's
     other commitments.  In the event of an adverse effect, the BUILDER and
     the  OWNER  shall  first agree in writing, before  such  modifications
     and/or  changes  are carried out, to any adjustment  in  the  Contract
     Price,  time for delivery of the VESSEL or other terms and  conditions
     of  this  Contract occasioned by or resulting from such  modifications
     and/or  changes.  The BUILDER hereby agrees to exert its best  efforts
     to  accommodate any reasonable request by the OWNER so that  the  said
     changes  and/or  modifications may be made at a  reasonable  cost  and
     within the shortest period of time which is reasonably possible.   Any
     such  agreement  for  modifications and/or changes  shall  include  an
     agreement  as  to  the increase or decrease, if any, in  the  Contract
     Price of the VESSEL together with an agreement as to any extension  or
     reduction  in the time of delivery, or any other alterations  in  this
     Contract  occasioned  by  such  modifications  and/or  changes.    The
     aforementioned  agreement may be effected by an  exchange  of  letters
     signed  by  the authorized representatives of the parties  hereto,  or
     telex  or  telefax confirmed in writing, manifesting  such  agreement.
     Such  letters and confirmed telex and telefax exchanged by the parties
     hereto  pursuant to the foregoing shall constitute an  amendment,  and
     such  letters  and telex and telefax shall be incorporated  into  this
     Contract  and made a part hereof.  The BUILDER may make minor  changes
     to the Specifications, if found necessary for introduction of improved
     production methods or otherwise, provided that the BUILDER shall first
     obtain  the  OWNER's written approval which shall not be  unreasonably
     withheld.

2.   Changes in Rules of Classification Society, Regulations, etc.:

          If, after the date of signing this Contract, any requirements  as
     to Classification Society, or as to the rules and regulations to which
     the construction of the VESSEL is required to conform, are altered  or
     changed  by the Classification Society or regulatory bodies authorized
     to  make  such  alterations or changes, either of the parties  hereto,
     upon  receipt of information thereof, shall transmit such  information
     in  full  to  the other party in writing, thereupon within  twenty-one
     (21)  days after receipt of the said notice from the other party,  the
     OWNER  shall  instruct the BUILDER in writing if such  alterations  or
     changes  shall  be  made in the VESSEL or not,  in  the  OWNER's  sole
     discretion.

          The  BUILDER  shall  promptly comply  with  such  alterations  or
     changes, if any, in the construction of the VESSEL, provided that  the
     OWNER shall first agree:

     (a)  To  any  increase or decrease in the Contract Price of the VESSEL
          that is reasonably occasioned by the cost of such compliance;

     (b)  To any reasonable extension in the time of delivery of the VESSEL
          that is necessary due to such compliance;

     (c)  To  any  reasonable deviation in the contractual displacement  of
          the VESSEL, if compliance results in an altered displacement,  or
          any other reasonable alterations in the terms of this Contract or
          of   the  Specifications  or  both,  if  compliance  makes   such
          alterations of terms necessary.

          Such agreement of the OWNER may be effected in the same manner as
          provided in Paragraph 1 of this Article for modifications  and/or
          changes of the Specifications.

3.   Substitution of Materials:

          In   the  event  that  any  of  the  materials  required  by  the
     Specifications  or otherwise under this Contract for the  construction
     of  the  VESSEL can not be procured in time to effect delivery of  the
     VESSEL, or are in short supply, the BUILDER may, provided the OWNER so
     agrees  in writing, supply other materials and equipment of  the  best
     available and like quality, capable of meeting the requirements of the
     Classification Society and of the rules, regulations, requirements and
     recommendations with which the construction of the VESSEL must comply.
     Any  agreement as to such substitution of materials shall be  effected
     in  the  manner as provided in Paragraph 1 of this Article, and shall,
     likewise, include decrease or increase in the Contract Price and other
     terms and conditions of this Contract affected by such substitution.

(End of Article)

                      ARTICLE VI - TRIALS AND ACCEPTANCE

1.   Notice:

          The sea trial shall start when the VESSEL is reasonably completed
     in all material respects according to the Specifications.

          The  BUILDER  shall  give  the OWNER  at  least  Twenty(20)  days
     estimated  prior notice and Seven (7) days confirming prior notice  in
     writing  or by telex or telefax confirmed in writing of the  time  and
     place  of  the  trial run of the VESSEL, and the OWNER shall  promptly
     acknowledge  receipt  of  such  notice.   The  OWNER  shall  have  its
     representative  and his assistant(s) on board the  VESSEL  to  witness
     such trial run.

          Failure in attendance of the OWNER's representative at the  trial
     run  of  the VESSEL for any reason whatsoever after due notice to  the
     OWNER as above provided shall be deemed to be a waiver by the OWNER of
     its  right to have its representative on board the VESSEL at the trial
     run,  and the BUILDER may conduct the trial run without attendance  of
     the  OWNER's  representative, and in such  case  the  OWNER  shall  be
     obligated  to  accept the VESSEL on the basis of certificates  of  the
     Classification Society and a certificate of the BUILDER  stating  that
     the VESSEL, upon trial run, is found to conform to this Contract.

2.   Weather Condition:

          The  trial  run shall be carried out under the weather  condition
     which  is  deemed favorable enough by the judgement of both the  OWNER
     and  the  BUILDER.  In the event of unfavorable weather  on  the  date
     specified  for the trial run, the same shall take place on  the  first
     available  day thereafter that the weather condition permits.   It  is
     agreed that, if during the trial run of the VESSEL, the weather should
     suddenly  become so unfavorable that orderly conduct of the trial  run
     can  no  longer be continued, the trial run shall be discontinued  and
     postponed  until  the first favorable day next following,  unless  the
     OWNER shall assent in writing to acceptance of the VESSEL on the basis
     of the trial run already made before such discontinuance has occurred.

          Any  delay  of  trial  run  caused by  such  unfavorable  weather
     condition shall operate to postpone the Delivery Date by the period of
     the delay involved and such delay shall be deemed as permissible delay
     in the delivery of the VESSEL.

3.   How Conducted:

     (a)  The  VESSEL  shall run the official trial run in  the  manner  as
          specified in the Specifications.

     (b)  All  expenses  in connection with the trial run  are  to  be  for
          account of the BUILDER and the BUILDER shall provide, at its  own
          expense,  the  necessary crew to comply with conditions  of  safe
          navigation.

     (c)  OWNER  shall furnish complete procedures and supervision for  the
          installation, testing and recommissioning for the BOP stack.

4.   Method of Acceptance or Rejection:

     (a)  Upon  completion  of the trial run, the BUILDER  shall  give  the
          OWNER a notice by telex confirmed in writing of completion of the
          trial  run,  as and if the BUILDER considers that the results  of
          trial run indicate conformity of the VESSEL to this Contract  and
          the  Specifications.  The OWNER shall, within Five (5) days after
          receipt  of  such notice from the BUILDER, notify the BUILDER  by
          telex  or  telefax  confirmed in writing  of  its  acceptance  or
          rejection of the trial results.

     (b)  However,  if the result of the trial run is unacceptable,  or  if
          the VESSEL, or any part or equipment thereof, (except a defect in
          the  OWNER's Supplies not the responsibility of the BUILDER) does
          not  conform  to  the  requirements of this Contract  and/or  the
          Specifications,  or  if  the BUILDER  is  in  agreement  to  non-
          conformity as specified in the OWNER's notice of rejection, then,
          the  BUILDER  shall  take necessary steps to  correct  such  non-
          conformity.

          The  VESSEL  may be redocked in the event of unsatisfactory  sea-
          trial  results  for  the  dynamic  positioning  and/or   thruster
          systems,  or  other  major  system malfunction  which  cannot  be
          repaired afloat.

          Upon completion of correction of such non-conformity, and re-test
          or  trial  if necessary, the BUILDER shall give the OWNER  notice
          thereof by  telex or telefax confirmed in writing.

          The  OWNER  shall,  within Five (5) days after  receipt  of  such
          notice from the BUILDER, notify the BUILDER of its acceptance  or
          rejection  of  the  VESSEL's  conformity  by  telex  or   telefax
          confirmed in writing.

     (c)  If  any event that the OWNER rejects the VESSEL, the OWNER  shall
          indicate in detail in its notice of rejection in what respect the
          VESSEL, or any part or equipment thereof (except a defect in  the
          OWNER's Supplies not the responsibility of the BUILDER) does  not
          conform to this Contract and/or the Specifications.

     (d)  In  the event that the OWNER fails to notify the BUILDER by telex
          or  telefax  confirmed  in writing of the acceptance  of  or  the
          rejection together with the reason therefor of the VESSEL  within
          the period as provided in the above Sub-paragraph (a) or (b), the
          OWNER  shall be deemed to have accepted the trial results  and/or
          the VESSEL, as appropriate.

     (e)  Any  dispute  between  the  BUILDER  and  the  OWNER  as  to  the
          conformity or non-conformity of the VESSEL to the requirements of
          this  Contract  and/or the Specifications shall be submitted  for
          final decision in accordance with Article XII hereof.

5.   Effect of Acceptance:

          Acceptance of the VESSEL as above provided in Paragraphs 4(a)  or
     4(b)  of  this  Article  VI  shall be final  and  binding  so  far  as
     conformity  of  the  VESSEL to this Contract is  concerned  and  shall
     preclude  the  OWNER from refusing formal delivery of  the  VESSEL  as
     hereinafter  provided,  if  the  BUILDER  complies  with   all   other
     procedural  requirements  for delivery  as  provided  in  Article  VII
     hereof.   However,  the  OWNER's acceptance of the  VESSEL  shall  not
     affect the OWNER's rights under Article IX hereof.

6.   Disposition of Surplus Consumable Stores:

          Any fuel oil furnished and paid for by the BUILDER for trial runs
     remaining on board the VESSEL, at the time of acceptance of the VESSEL
     by  the  OWNER, shall be bought by the OWNER from the BUILDER  at  the
     BUILDER's  purchase  price for such supply and payment  by  the  OWNER
     thereof  shall  be  made at the time of delivery of  the  VESSEL.  The
     BUILDER  shall pay the OWNER at the time of delivery of the VESSEL  an
     amount  for  the consumed quantity of any lubricating oil and  greases
     which were furnished and paid for by the OWNER at the OWNER's purchase
     price thereof.

(End of Article)

                           ARTICLE VII - DELIVERY

1.   Time and Place:

          The  VESSEL shall be delivered by the BUILDER to the OWNER at the
     Shipyard  in Ulsan, Korea within November 1, 1999(unless delays  occur
     in the construction of the VESSEL or in any performance required under
     this  Contract  due to causes which under the terms of  this  Contract
     permit  postponement  of the date of delivery,  in  which  event,  the
     aforementioned  date  for  delivery of the  VESSEL  shall  be  changed
     accordingly)  or,  such earlier date after completion  of  the  VESSEL
     according to this Contract and the Specifications.

          The  aforementioned date, or such earlier or later date to  which
     the  requirement of delivery is advanced or postponed pursuant to this
     Contract, is herein called the "DELIVERY DATE".

2.   When and How Effected:

          Provided that the BUILDER and the OWNER shall have fulfilled  all
     of  their obligations stipulated under this Contract, the delivery  of
     the VESSEL shall be effected forthwith by the concurrent remittance of
     the  fifth installment in accordance with Article II, Section 5(c) and
     delivery by each of the parties hereto to the other of the PROTOCOL OF
     DELIVERY AND ACCEPTANCE, acknowledging delivery of the VESSEL  by  the
     BUILDER and acceptance thereof by the OWNER.

3.   Documents to be delivered to OWNER:

          Upon  delivery  and acceptance of the VESSEL, the  BUILDER  shall
     deliver  to  the OWNER the following documents, which shall  accompany
     the PROTOCOL OF DELIVERY AND ACCEPTANCE:

     (a)  PROTOCOL   OF  TRIALS  of  the  VESSEL  made  pursuant   to   the
          Specifications;

     (b)  PROTOCOL  OF INVENTORY of the equipment of the VESSEL,  including
          spare parts and the like, as specified in the Specifications;

     (c)  PROTOCOL  OF  STORES  OF  CONSUMABLE  NATURE  referred  to  under
          paragraph 6 of Article VI hereof;

     (d)  ALL CERTIFICATES, including the BUILDER's CERTIFICATE required to
          be  furnished  upon  delivery  of the  VESSEL  pursuant  to  this
          Contract and the Specifications;

          It  is  agreed  that  if, through no fault on  the  part  of  the
          BUILDER,    the   Classification   certificates   and/or    other
          certificates  are not available at the time of  delivery  of  the
          VESSEL, provisional certificates shall be accepted by the  OWNER,
          provided that the BUILDER shall furnish the OWNER with the formal
          certificates as promptly as possible after such certificates have
          been issued.

          Application  and  certificate for statutory inspections  by   the
          United  States Coast Guard shall be arranged by the OWNER at  its
          expense.

     (e)  DECLARATION  OF  WARRANTY  of  the BUILDER  that  the  VESSEL  is
          delivered  to  the  OWNER free and clear of any  liens,  charges,
          claims,  mortgages, or other encumbrances upon the OWNER's  title
          thereto, and in particular that the VESSEL is absolutely free  of
          all burdens in the nature of imposts, taxes or charges imposed by
          Governmental  Authorities,  as well as  all  liabilities  of  the
          BUILDER  to  its subcontractors, employees and crew, and  of  the
          liabilities  arising from the operation of the  VESSEL  in  trial
          runs, or otherwise, prior to delivery;

     (f)  DRAWINGS AND PLANS pertaining to the VESSEL as stipulated in  the
          Specifications;

     (g)  COMMERCIAL INVOICE;

     (h)  Necessary export licenses, permits, and clearances by the  Korean
          Government  to  enable  the  VESSEL to  sail  from  Ulsan,  Korea
          following delivery; and

     (i)  DRAWINGS/OPERATING  MANUALS.  All documentation,  including,  but
          not  limited to complete, as-built drawings, operations  manuals,
          commissioning  reports, inclining reports, major/minor  equipment
          certifications, sea trial reports, spare parts list and BUILDER's
          vendor's  documentation will be furnished by BUILDER to OWNER  on
          or before the delivery of the VESSEL.

4.   Tender of VESSEL:

          If  the  OWNER  fails  to  take  delivery  of  the  VESSEL  after
     completion  thereof according to this Contract and the  Specifications
     without  any justifiable reason, the BUILDER shall have the  right  to
     tender  delivery of the VESSEL after accomplishment of  all  BUILDER's
     obligations as provided herein.

5.   Title and Risk:

          Title  to and risk of loss of the VESSEL shall pass to the  OWNER
     only upon the delivery and acceptance thereof having been completed as
     stated  above; it being expressly understood that, until such delivery
     is  effected, title to and risk of damage to or loss of the VESSEL and
     her equipment shall be in the BUILDER.

6.   Removal of VESSEL:

          The  OWNER  shall take possession of the VESSEL immediately  upon
     delivery  and acceptance thereof and shall remove the VESSEL from  the
     premises  of  the  Shipyard within Seven (7) days after  delivery  and
     acceptance thereof is effected.

          If the OWNER shall not remove the VESSEL from the premises of the
     Shipyard within the aforesaid Seven (7) days, in such event, the OWNER
     shall pay to the BUILDER the reasonable mooring charges of the VESSEL.

(End of Article)

                  ARTICLE VIII - DELAYS AND EXTENSION OF TIME FOR
                            DELIVERY (FORCE MAJEURE)

1.   Causes of Delay (Force Majeure):

          If, at any time either the construction or delivery of the VESSEL
     or  any  performance  required hereunder  as  a  prerequisite  to  the
     delivery  thereof  is delayed by any of the following  events;  namely
     war, acts of state or government, blockade, revolution, insurrections,
     mobilization,  civil  commotion, riots, strikes,  sabotage,  lockouts,
     Acts   of  God  or  the  public  enemy,  plague  or  other  epidemics,
     quarantines, prolonged failure of electric current, freight embargoes,
     or  defects  in  major forgings or castings, if any,  or  shortage  of
     materials,  machinery or equipment in inability to obtain delivery  or
     delays in delivery of materials, machinery or equipment, provided that
     at  the time of ordering the same could reasonably be expected by  the
     BUILDER to be delivered in time, or defects in materials, machinery or
     equipment  which  could not have been detected by  the  BUILDER  using
     reasonable  care,  or earthquakes, tidal waves, typhoons,  hurricanes,
     prolonged  or  unusually severe weather conditions  or  delay  in  the
     construction of the BUILDER's other newbuilding projects in  the  same
     yard due to any such causes as described in this Article which in turn
     delay  the keel laying and eventual delivery of the VESSEL in view  of
     the  Shipyard's overall building program or the BUILDER's  performance
     under this Contract, or by destruction of the premises or works of the
     BUILDER or its sub-contractors, or of the VESSEL, or any part thereof,
     by  fire,  landslides, flood, lightning, explosion,  or  other  causes
     beyond the control of the BUILDER, or its sub-contractors, as the case
     may  be,  or for any other causes which, under terms of this Contract,
     authorize and permit extension of the time for delivery of the VESSEL,
     then,  in  the  event of delays due to the happening  of  any  of  the
     aforementioned  contingencies, the Delivery Date of the  VESSEL  under
     this  Contract shall be extended for a period of time which shall  not
     exceed the total accumulated time of all such delays.

2.   Notice of Delay:

          Within  Fourteen  (14) days after the date of occurrence  of  any
     cause  of  delay, on account of which the BUILDER claims  that  it  is
     entitled  under this Contract to a postponement of the Delivery  Date,
     the  BUILDER shall notify the OWNER in writing or by telex or  telefax
     confirmed  in  writing of the date when such cause of delay  occurred.
     Likewise, within Fourteen (14) days after the date of ending  of  such
     cause  of delay, the BUILDER shall notify the OWNER in writing  or  by
     telex  or telefax confirmed in writing of the date when such cause  of
     delay ended.  The BUILDER shall also notify promptly the OWNER of  the
     period,  by  which the Delivery Date is postponed by  reason  of  such
     cause  of  delay.  If the BUILDER does not give the timely  advice  as
     above,  the  BUILDER  shall lose the right to  claim  such  delays  as
     permissible delay.

          Failure  of  the  OWNER to acknowledge the  BUILDER's  claim  for
     postponement  of  the Delivery Date within fourteen  (14)  days  after
     receipt by the OWNER of such notice of claim shall be deemed to  be  a
     waiver by the OWNER of its right to object to such postponement of the
     Delivery Date.

3.   Definition of Permissible Delay:

          Delays on account of such causes as specified in Paragraph  1  of
     this  Article  and  any  other delay which under  the  terms  of  this
     Contract permits postponement of the Delivery Date shall be understood
     to be permissible delays and are to be distinguished from unauthorized
     delays on account of which the Contract Price is subject to adjustment
     as provided for in Article III hereof.

4.   Right to Rescind for Excessive Delay:

     (a)  If  the  total  accumulated time of all  delays  claimed  by  the
          BUILDER on account of the causes specified in Paragraph 1 of this
          Article,  excluding other delays of the nature  which  under  the
          terms  of this Contract permit postponement of the Delivery Date,
          amounts  to One Hundred Eighty (180) days or more, then, in  such
          event, the OWNER may rescind this Contract in accordance with the
          provisions of Article X hereof.

          The  BUILDER may, at any time after the accumulated time  of  the
          aforementioned delays justifying rescission by the OWNER,  demand
          in  writing that the OWNER shall make an election, in which  case
          the  OWNER  shall, within fourteen (14) working days  after  such
          demand is received by the OWNER either notify the BUILDER of  its
          intention  to rescind this Contract, or consent to a postponement
          of  the  Delivery  Date to a specified future  date,  which  date
          BUILDER  represents  to OWNER is the earliest  date  BUILDER  can
          deliver  the  VESSEL  to OWNER, based on the  circumstances  then
          known,  it  being understood by the parties hereto  that  if  the
          VESSEL is not delivered by such future date, the OWNER shall have
          the  same  right of rescission upon the same terms and conditions
          as hereinabove provided.

     (b)  If  at  any time during the term of this Contract, BUILDER  falls
          more  than  270  days behind in the construction  of  the  VESSEL
          according  to  the  Delivery and Construction Schedule,  for  any
          reason  whatsoever, and whether as a result of permissible  delay
          or  otherwise, OWNER shall be entitled to give written notice  to
          BUILDER that OWNER considers BUILDER in material default  of  its
          obligations  under this Contract, and if BUILDER  has  not  cured
          such  default  within  Thirty (30) days  after  receipt  of  such
          notice,  OWNER shall have the right to rescind this  Contract  in
          accordance with the provisions of Article X hereof.

(End of Article)

                     ARTICLE IX - WARRANTY OF QUALITY

1.   Guarantee:

          The  BUILDER, for the period of Twelve (12) months after delivery
     of  the VESSEL (hereinafter called "Guarantee Period"), guarantees the
     VESSEL   and   her   engines,  including  all  parts   and   equipment
     manufactured,   furnished  or  installed  by  the   BUILDER   or   its
     subcontractors  under  this  Contract, and  including  the  machinery,
     equipment  and appurtenances thereof (including the installation  work
     performed  or required to be performed by BUILDER under this  Contract
     for the OWNER supplied or furnished equipment), under the Contract but
     excluding any item which is supplied or designated by the OWNER or  by
     any  other bodies on behalf of the OWNER, against all defects and  all
     damages  to  the  VESSEL  resulting  therefrom  occurring  within  the
     Guarantee  Period which are due to defective material,  design  and/or
     poor  workmanship or negligent or other improper acts or omissions  on
     the  part of the BUILDER or its subcontractors (hereinafter called the
     "Defect" or "Defects") and are not a result of accident, ordinary wear
     and  tear, misuse, mismanagement, negligent or other improper acts  or
     omissions or neglect on the part of the OWNER, its employee or agents.

          The BUILDER shall arrange for the OWNER to obtain a five (5) year
     guarantee after delivery of the VESSEL for the paint materials and the
     ballast tank coatings through the paint manufacturer selected  by  the
     BUILDER.   But, the BUILDER's guarantee for the ballast  tank  coating
     shall  be in no event longer than one (1) year after delivery  of  the
     VESSEL  unless  major repairs as defined in Clause 3 of  this  Article
     have arisen.  Such additional extended guarantee shall proceed between
     the OWNER and the selected manufacturer arranged by the BUILDER. Final
     selection of the ballast tank coatings manufacturer is subject to  the
     approval of the OWNER, not to be unreasonably withheld.

2.   Notice of Defects:

          The  OWNER  shall  notify the BUILDER in  writing,  or  by  telex
     confirmed in writing, of any Defect for which claim is made under this
     guarantee,  as  promptly  as  possible after  discovery  thereof.  The
     OWNER's written notice shall describe in detail the nature, cause  and
     extent of the Defects.

          The  BUILDER  shall have no obligation for any Defect  discovered
     prior  to  the expiry date of the Guarantee Period, unless  notice  of
     such  Defect  or  any damage resulting therefrom is  received  by  the
     BUILDER  not  later  than Ten (10) BUILDER's working  days  after  the
     expiry date of the Guarantee Period.

3.   Remedy of Defects:

     (a)  The  BUILDER  shall  remedy, at its expense, any  Defect  against
          which the VESSEL is guaranteed under this Article, by making  all
          necessary repairs or replacements at the Shipyard.

     (b)  However,  if  it  is  impracticable to bring the  VESSEL  to  the
          Shipyard,   the  OWNER  may  cause  the  necessary   repairs   or
          replacements  to be made elsewhere which is deemed  suitable  for
          the  purpose,  provided  that, in such  event,  the  BUILDER  may
          forward  or supply replacement parts or materials to the  VESSEL,
          unless forwarding or supplying thereof to the VESSEL would impair
          or delay the operation or working schedule of the VESSEL.  In the
          event  that the OWNER proposes to cause the necessary repairs  or
          replacements for the VESSEL to be made at any other  shipyard  or
          works than the Shipyard, the OWNER shall first, but in all events
          as  soon  as possible, give the BUILDER notice in writing  or  by
          telex or telefax confirmed in writing of the time and place  when
          and  where  such repairs will be made, and if the VESSEL  is  not
          thereby  delayed,  or her operation or working  schedule  is  not
          thereby  impaired, the BUILDER shall have the right to verify  by
          its  own  representative(s) the nature, cause and extent  of  the
          Defects complained of.  The BUILDER shall, in such case, promptly
          advise the OWNER by telex or telefax, after such examination  has
          been completed, of its acceptance or rejection of the Defects  as
          ones that are covered by the guarantee herein provided.  Upon the
          BUILDER's  acceptance of the Defects as justifying  remedy  under
          this  Article,  or upon award of the arbitration so  determining,
          the  BUILDER  shall  pay  to  the  OWNER  for  such  repairs   or
          replacements  a sum equal to the reasonable cost  of  making  the
          same repairs or replacements in a first class Korean shipyard, at
          the prices prevailing at the time of such repairs or replacements
          are  made.  The guarantee works shall be settled regularly during
          the Guarantee Period.  The actual reimbursement for the guarantee
          shall  be  made  in  a lump sum at the expiry  of  the  Guarantee
          Period.

     (c)  In  any case, the VESSEL shall be taken, at the OWNER's cost  and
          responsibility, to the place elected, ready in all  respects  for
          such repairs or replacement.

     (d)  Any  dispute  under this Article shall be referred to arbitration
          in accordance with the provisions of Article XII hereof.

     (e)  Repairs under this Article are guaranteed for the balance of  the
          period  set  out  in paragraph 1 of this Article  but  for  major
          repairs  are  guaranteed for the longer of  the  balance  of  the
          period  set  out in paragraph 1 of this Article or 6 months  from
          the  date of completion of major repairs, but in no event  longer
          than  18  months  after the Delivery Date. For  purposes  hereof,
          "major  repairs" shall be defined as a repair costing  more  than
          One Hundred Fifty Thousand United States Dollars (US$150,000)

4.   Extent of BUILDER's Responsibility:

     (a)  The  BUILDER  shall have no responsibility or liability  for  any
          other  defect  whatsoever in the VESSEL other  than  the  Defects
          specified  in Paragraph 1 of this Article, other than  to  repair
          all  damages to the VESSEL discovered within the Guarantee Period
          and  resulting  from  or  caused by the  Defects  which  are  not
          attributable to the OWNER's (i) improper acts or omissions,  (ii)
          negligence, or (iii) misuse.

          Nor  shall  the  BUILDER in any circumstances be  responsible  or
          liable  for any consequential or special loss, damage or expense,
          including,  but not limited to, loss of time, loss of  profit  or
          earnings  or demurrage directly or indirectly occasioned  to  the
          OWNER  by reason of the Defects specified in Paragraph 1 of  this
          Article  or due to repairs or other works done to the  VESSEL  to
          remedy such Defects.

     (b)  The  BUILDER shall not be responsible for any defect in any  part
          of  the VESSEL which may, subsequently to delivery of the VESSEL,
          have   been  replaced  or  repaired  in  any  way  by  any  other
          contractor,  unless  done pursuant to Paragraph  3  (b)  of  this
          Article,  or for any defect which have been caused or  aggravated
          by  omission or improper use and maintenance of the VESSEL on the
          part of the OWNER, its servants or agents or by ordinary wear and
          tear  or by any other cause beyond control of the BUILDER  (other
          than  aggravation of defect or results of defect  resulting  from
          the  use  or operation of the VESSEL after knowledge of  same  by
          OWNER,  where such continued use or operation was unavoidable  to
          preserve or protect the safety of the VESSEL or her crew).

     (c)  The  guarantee contained as hereinabove in this Article  replaces
          and  excludes  any other liability, guarantee, warranty  and/  or
          condition imposed or implied by the law, customary, statutory  or
          otherwise,  by reason of the construction and sale of the  VESSEL
          by the BUILDER for and to the OWNER.

5.   Guarantee Engineer:

          The BUILDER shall, at the request of the OWNER, appoint a maximum
     of  two  (2)  Guarantee  Engineers to  serve  on  the  VESSEL  as  its
     representative for a period of up to Three (3) months  from  the  date
     the  VESSEL  is  delivered.   However, if  the  OWNER  shall  deem  it
     necessary to keep the Guarantee Engineers on the VESSEL for  a  longer
     period,  then  they shall remain on board the VESSEL  after  the  said
     three  (3) months, up to but not longer than Six (6) months  from  the
     delivery of the VESSEL.

          The OWNER, and its employees, shall give such Guarantee Engineers
     full cooperation in carrying out their duties as the representative of
     the BUILDER on board the VESSEL.

          The   OWNER   shall  accord  the  Guarantee  Engineers  treatment
     comparable to the VESSEL's Chief Engineer, and shall provide board and
     lodging  at  no  cost to the BUILDER or the Guarantee Engineers.   The
     BUILDER  and the OWNER shall, prior to delivery of the VESSEL, execute
     a  separate agreement regarding the Guarantee Engineers, including  an
     appropriate mutual hold harmless agreement.

          While  the Guarantee Engineers are on board the VESSEL, the OWNER
     shall  pay  to the Guarantee Engineers the sum of US$5,000 per  month,
     the expenses of their repatriation to Korea by air upon termination of
     their  service, the expenses of their communication with  the  BUILDER
     incurred  in  performing their duties and expenses, if any,  of  their
     medical and hospital care in the VESSEL's hospital.

          BUILDER will have the option, at BUILDER's sole risk and expense,
     to  place a maximum of two (2) Guarantee Engineers on board the VESSEL
     for  a  period of up to six (6) months.  The OWNER will provide board,
     lodging,  communications and general working support  services  at  no
     cost  to the BUILDER or the Guarantee Engineers but all other expenses
     shall be for the sole account of BUILDER.

(End of Article)

                ARTICLE X - RESCISSION BY OWNER

1.   Notice:

          The  payments made by the OWNER prior to delivery of  the  VESSEL
     shall  be  in the nature of advances to the BUILDER, and in the  event
     that  the  VESSEL  after sea trial is rejected by  the  OWNER  or  the
     Contract  is  rescinded by the OWNER in accordance with the  terms  of
     this  Contract  under and pursuant to any of the  provisions  of  this
     Contract  specifically permitting the OWNER to do so, then  the  OWNER
     shall  notify the BUILDER in writing or by telex confirmed in writing,
     and  such  rescission shall be effective as of the  date  when  notice
     thereof is received by the BUILDER.

2.   Refundment by BUILDER:

          In case the BUILDER receives the notice stipulated in Paragraph 1
     of  this  Article, the BUILDER shall promptly refund to the OWNER  the
     full amount of all sums paid by the OWNER to the BUILDER on account of
     the  VESSEL,  together with the interest thereon, unless  the  BUILDER
     proceeds  to  the  arbitration under the  provisions  of  Article  XII
     hereof.

          In  the event of such rescission by the OWNER, the BUILDER  shall
     pay the OWNER interest at the rate of Eight percent (8%) per annum  on
     the  amount required herein to be refunded to the OWNER, computed from
     the date following the respective date on which such sums were paid by
     the OWNER to the BUILDER to the date of remittance by transfer of such
     refund  to  the OWNER by the BUILDER, provided, however, that  if  the
     said rescission by the OWNER is made under the provisions of Paragraph
     4 of Article VIII hereof, then in such event the BUILDER shall pay the
     OWNER interest at the rate of Four percent (4%) per annum on the  sums
     refundable.

          As  security for refund of installments prior to delivery of  the
     VESSEL,  the BUILDER shall furnish to OWNER, prior to the due date  of
     the  first installment, with a letter of guarantee covering the amount
     of  such pre-delivery installments and issued by the BUILDER's BANK in
     favor of the OWNER.  Such letter of guarantee shall have substantially
     the same form and substance as Exhibit "A" annexed hereto.

3.   Discharge of Obligations:

          Upon  such  refund by the BUILDER to the OWNER, all  obligations,
     duties  and  liabilities of each of the parties hereto  to  the  other
     under  this Contract shall be forthwith completely discharged, without
     prejudice, however, to any claims either party may have resulting from
     the  other  party's  breach  of  any of  its  obligations  under  this
     Contract.

(End of Article)

                  ARTICLE XI - OWNER'S DEFAULT

1.   Definition of Default:

          The OWNER shall be deemed to be in default of its performance  of
     obligations under this Contract in the following cases:

     (a)  If the first, second, third, or fourth installment is not paid by
          the OWNER to the BUILDER within Five (5) banking days in New York
          after  such  installment becomes due and payable as  provided  in
          Article II hereof; or

     (b)  If  the fifth installment is not paid by the OWNER to the BUILDER
          in  New York at the time such installment becomes due and payable
          upon delivery of the Vessel as provided in Article II hereof; or

     (c)  If the increased amount in the Contract Price as adjusted due and
          payable  upon  delivery of the VESSEL is not paid  by  the  OWNER
          concurrently with delivery of the VESSEL as provided  in  Article
          II hereof; or

     (d)  If  the  OWNER, when the VESSEL is duly tendered for delivery  by
          the  BUILDER in accordance with the provisions of this  Contract,
          fails to accept the VESSEL within Five (5) days from the tendered
          date  without  any specific and valid ground thereof  under  this
          Contract.

2.   Effect of Default on or before Delivery of VESSEL:

     (a)  Should  the  OWNER make default in payment of any installment  of
          the Contract Price on or before delivery of the VESSEL, the OWNER
          shall  pay  the  installment(s) in default plus accrued  interest
          thereon at the rate of eight percent (8%) per annum computed from
          the  due  date of such installment to the date when  the  BUILDER
          receives  the  payment, and, for the purpose of  Paragraph  1  of
          Article  VII  hereof, the Delivery Date of the  VESSEL  shall  be
          automatically extended by a period of continuance of such default
          by the OWNER.

In  any event of default by the OWNER, the OWNER shall also pay all charges
and expenses incurred to the BUILDER in direct consequence of such default.

     (b)  If  any  default by the OWNER continues for a period of Ten  (10)
          days,  the  BUILDER may, at its option, rescind this Contract  by
          giving  notice  of such effect to the OWNER by telex  or  telefax
          confirmed in writing.
          Upon  dispatch by the BUILDER of such notice of rescission,  this
          Contract  shall  be forthwith rescinded and terminated.   In  the
          event  of such rescission of this Contract, the BUILDER shall  be
          entitled  to retain any installment or installments already  paid
          by  the OWNER to the BUILDER on account of this Contract and  the
          OWNER's Supplies, if any.

3.   Disposal of VESSEL:

     (a)  In the event that this Contract is rescinded by the BUILDER under
          the  provisions  of Paragraph 2(b) of this Article,  the  BUILDER
          must, at its sole discretion, either complete the VESSEL and sell
          the same, or sell the VESSEL in its incomplete state, free of any
          right  or  claim of the OWNER.  Such sale of the  VESSEL  by  the
          BUILDER shall be either by public auction or private contract  at
          the BUILDER's sole discretion and on such terms and conditions as
          the BUILDER shall deem fit.

     (b)  On  sale  of the VESSEL, the amount of the sale proceeds received
          by the BUILDER shall be applied firstly to all expenses attending
          such sale or otherwise incurred to the BUILDER as a result of the
          OWNER's  default,  secondly  to the  payment  of  all  costs  and
          expenses  of  construction of the VESSEL incurred to the  BUILDER
          less  OWNER's Supplies and the installments already paid  by  the
          OWNER,  and  then  to  the compensation  to  the  BUILDER  for  a
          reasonable loss of profit due to rescission of this Contract, and
          finally to the repayment to the OWNER if any balance is obtained.

     (c)  If  the proceeds of sale are insufficient to pay such total costs
          and loss of profit as aforesaid, the OWNER shall promptly pay the
          deficiency to the BUILDER upon request.

4.   Dispute:

          Any  dispute  under this Article shall be referred to arbitration
     in accordance with the provisions of Article XII hereof.

(End of Article)

                   ARTICLE XII - ARBITRATION

1.   Decision by the Classification Society:

          If any dispute arises between the parties hereto in regard to the
     design and/or construction of the VESSEL, its machinery and equipment,
     and/or  in respect of the materials and/or workmanship thereof  and/or
     thereon,  and/or in respect of interpretations of this  Contract,  the
     parties   may   by   mutual  agreement  refer  the  dispute   to   the
     Classification  Society or to such other expert  as  may  be  mutually
     agreed  between the parties hereto, and whose decision shall be final,
     conclusive and binding upon the parties hereto.

2.   Proceedings of Arbitration:

          In  the  event that the parties hereto do not agree to  settle  a
     dispute  according to Paragraph 1 of this Article and/or in the  event
     of  any  other dispute of any kind whatsoever between the parties  and
     relating to this Contract or its rescission or any stipulation herein,
     such  dispute shall be submitted to arbitration in London.  Each party
     shall appoint an arbitrator and the two arbitrators so appointed shall
     appoint an Umpire. If the two arbitrators are unable to agree upon  an
     Umpire  within  Twenty  (20)  days after  appointment  of  the  second
     arbitrator,  either  of  the said two arbitrators  may  apply  to  the
     President  for  the  time  being of the  London  Maritime  Arbitrators
     Association  to  appoint the Umpire, and the two arbitrators  and  the
     Umpire shall constitute the Arbitration Board.  Such arbitration shall
     be  in  accordance with and subject to the provisions of  the  British
     Arbitration  Act  1979, or any statutory modification or  re-enactment
     thereof for the time being in force.

          Either party may demand arbitration of any such dispute by giving
     notice  to  the other party.  Any demand for arbitration by either  of
     the parties hereto shall state the name of the arbitrator appointed by
     such party and shall also state specifically the question or questions
     as to which such party is demanding arbitration.  Within Fourteen (14)
     days after receipt of notice of such demand for arbitration, the other
     party  shall  in turn appoint a second arbitrator and give  notice  in
     writing of such appointment to the party demanding arbitration.  If  a
     party fails to appoint an arbitrator as aforementioned within Fourteen
     (14) days following receipt of notice of demand for arbitration by the
     other  party,  the  party failing to appoint an  arbitrator  shall  be
     deemed  to  have  accepted and appointed, as its own  arbitrator,  the
     arbitrator  appointed  by  the  party demanding  arbitration  and  the
     arbitration  shall proceed before this sole arbitrator  who  alone  in
     such event shall constitute the Arbitration Board.

          The award of the Arbitration Board shall be final and binding  on
     both parties.

3.   Notice of Award:

          The award decision shall immediately be communicated to the OWNER
     and the BUILDER by facsimile and confirmed in writing.

4.   Expenses:

          The  Arbitration Board shall determine which party shall bear the
     expenses of the arbitration or the portion of such expenses which each
     party shall bear.

5.   Entry in Court:

          In  case of failure by either party to respect the award  of  the
     Arbitration  Board, the judgement may be entered in any  proper  court
     having jurisdiction thereof to enforce such award.

6.   Alteration of Delivery Date:

          In  the  event of reference to arbitration of any dispute arising
     out  of  matters occurring prior to delivery of the VESSEL, the  award
     may  include any adjustment of the Delivery Date which the Arbitration
     Board may deem appropriate.

(End of Article)

              ARTICLE XIII - SUCCESSOR AND ASSIGNS

     Neither of the parties hereto shall assign this Contract to any  other
individual or company unless prior consent of the other party is  given  in
writing,  such  consent not to be unreasonably withheld, provided  however,
that  the  OWNER  shall be freely entitled to assign this  Contract  to  an
Affiliated Company without the prior approval of BUILDER.  For the purposes
of any such assignment, "Affiliated Company" means a company or other legal
entity which controls or is controlled by OWNER, or which is controlled  by
an entity which controls the OWNER.  For purposes hereof, control means the
ownership,  directly or indirectly, of fifty percent (50%) or more  of  the
shares  or voting rights in a company or legal entity.  Upon giving  notice
to  the  BUILDER  of  such assignment, the assignor shall,  to  the  extent
assigned, have no further obligation thereunder.  The notice given by OWNER
of such assignment shall include a reasonable explanation of the purpose of
the  assignment and shall provide sufficient information so as to allow the
BUILDER to advise the BUILDER's Bank regarding any amendment of the name of
the  beneficiary of the Refund Guarantee provided for in Article X  hereof.
Upon  such  assignment, the OWNER shall provide to BUILDER a  copy  of  any
assignment made pursuant hereto.

     In the event of any assignment pursuant to the terms of this Contract,
the assignee shall succeed to all of the assigned rights, responsibilities,
duties  and  obligations of the assignor under this Contract  and,  to  the
extent  assigned,  the assignor shall have no further right  or  obligation
hereunder.  Should OWNER assign this Contract, any assignee  or  subsequent
assignee  of  this Contract shall succeed to the rights  of  the  OWNER  to
further assign this Contract under this Article XIII.

(End of Article)

                 ARTICLE XIV - TAXES AND DUTIES

1.   Taxes and Duties Incurred in Korea:

          The BUILDER shall bear and pay all taxes, duties, stamps and fees
     incurred  in Korea in connection with execution and/or performance  of
     this  Contract  as  the BUILDER, and any taxes and duties  imposed  in
     Korea   upon   the  OWNER's  Supplies  resulting  from   the   failure
     attributable to the BUILDER in taking all appropriate action  to  have
     such  OWNER's  Supplies imported into Korea under  bond  for  ultimate
     export with the VESSEL following delivery.

2.   Taxes and Duties Incurred Outside Korea:

          The  OWNER  shall  bear and pay all taxes (other  than  taxes  on
     income  imposed on BUILDER), duties, stamps and fees incurred  outside
     Korea in connection with execution and/or performance of this Contract
     as  the  OWNER, except for taxes and duties imposed upon  those  items
     (other than OWNER's Supplies) to be procured by or for the BUILDER for
     construction  of the VESSEL which shall be the responsibility  of  the
     BUILDER.

(End of Article)

       ARTICLE XV - PATENTS, TRADEMARKS, COPYRIGHTS, ETC.

1.   Patents:

          Except  as  to OWNER's provided basic design, specifications  and
     OWNER's  Supplies, BUILDER agrees to defend, indemnify and hold  OWNER
     harmless  from any liability or claims of patent infringement  of  any
     nature  or  kind (including legal fees and expenses) relating  to  the
     infringement  or claimed infringement of patent rights  of  any  third
     party  with  respect to any material, service, process,  or  apparatus
     covered by this Contract, or their use for their intended purpose.

          With  regards  to the performance of the current Contract,  OWNER
     shall  defend, indemnify and hold BUILDER harmless from all claims  of
     infringement  of  patent  rights of any third  party  related  to  (i)
     processes supplied by OWNER or (ii) OWNER's Supplies.

          Except  as  otherwise  provided for in  this  Agreement,  nothing
     contained herein shall be construed as transferring any rights in  any
     patents, trademarks or copyrights utilized in the performance of  this
     Contract.

2.   General Plans, Specifications and Working Drawings:

     (a)  The  OWNER retains the right to use the Specifications to inspect
          and/or verify the work performed by the BUILDER hereunder  or  to
          make  repairs or modifications to the VESSEL or to use or operate
          the VESSEL .

     (b)  It  is  specifically  agreed that the  Contract  Price  does  not
          include provision for BUILDER's obtaining or having obtained  any
          and all necessary design rights from Reading & Bates Drilling Co.
          and  Ishikawajima-Harima Heavy Industries Co., Ltd. and/or  their
          parent,   affiliated   or   subsidiary   companies   (hereinafter
          "Designer") nor payment of any and all design and/or royalty fees
          and that same has or will be obtained/paid by OWNER.

3.   License

     The VESSEL is being constructed pursuant to a design supplied by OWNER
     and  ISHIKAWAJIMA-HARIMA HEAVY INDUSTRIES CO., LTD.  ("IHI").   It  is
     agreed  between  OWNER  and BUILDER that BUILDER  will  not  construct
     another rig of the RBS6 design without seeking the agreement of  OWNER
     and  IHI,  nor will BUILDER disclose RBS6 design to any third  parties
     who  are not related to the execution of this Contract, without  prior
     consent of both OWNER and IHI.

     BUILDER  and  OWNER  agree on the following principals  regarding  the
     licensing of the OWNER/IHI design:

     (a)  OWNER   and  IHI  (referred  in  this  article  collectively   as
          "LICENSORS")  are the joint owners of the design of  "RBS6"  Type
          semisubmersible Drilling Unit.

     (b)  In  order to protect the rights of the LICENSORS as joint  owners
          of  RBS6 design, LICENSORS agree to grant BUILDER a non-exclusive
          license  to  construct and to sell RBS6 designed  Drilling  Units
          only to OWNER.

     (c)  The  license  granted to BUILDER shall not confer  the  right  to
          grant a sublicense to any third party.

     (d)  The arrangement and outfitting of RBS6 may be modified by BUILDER
          to  suit  their  production facilities or for the requirement  of
          OWNER or by normal detail design progress.

     (e)  BUILDER  agrees to maintain confidential all information provided
          which  is the property of LICENSORS and such information will  be
          returned upon LICENSORS' request.

(End of Article)

                 ARTICLE XVI - OWNER'S SUPPLIES

1.   Responsibility of OWNER:

     (a)  The  OWNER  shall, at its own risk, cost and expense, supply  and
          deliver  to the BUILDER all of the items to be furnished  by  the
          OWNER  as  specified  in the Specifications  (herein  called  the
          OWNER's Supplies) to a first point of arrival (the port of  Pusan
          or other places as may be agreed between the parties) in Korea in
          good  condition. Once delivered to the first point of arrival  in
          Korea,  the OWNER's Supplies will be at the BUILDER's risk.  Upon
          transportation of the OWNER's Supplies to the shipyard and  after
          customs clearance, the BUILDER shall make a visual inspection  of
          OWNER's Supplies and report to OWNER any apparent damage  to  the
          OWNER's  Supplies.  OWNER and BUILDER shall inspect  the  OWNER's
          Supplies after customs clearance and upon arrival thereof at  the
          Shipyard  to  determine  through visual examination  whether  the
          OWNER's  Supplies  comply with the contractual specifications  or
          have been damaged during the transportation. If as the result  of
          such  inspections,  (i)  any defect to the  OWNER's  Supplies  is
          found, or (ii) any damage to the OWNER's Supplies occurring prior
          to  arrival  at the shipyard is found, then all the remedies  and
          replacements  thereof are the responsibility of the  OWNER.   Any
          delay or direct expenses regarding the construction of the VESSEL
          resulting  solely  from  OWNER's  failure  to  have  the  OWNER's
          Supplies delivered in Korea as agreed herein shall be the OWNER's
          responsibility.  Risk  of  transportation  within  Korea  to  the
          Shipyard  and  risk of offloading, uncrating and storage  of  the
          OWNER's Supplies upon their arrival at the Shipyard will be  with
          BUILDER.   However,  the cost for inland transportation,  customs
          clearance,  insurance for inland transportation and other  costs,
          if any, for the OWNER's Supplies shall be one half of one percent
          (0.5%)  of the OWNER's Supplies amount on the C.I.F. value  basis
          for  those delivered to Mipo port outside the shipyard, Ulsan  or
          one  percent  (1.0%)  for those delivered to Pusan  Port,  Pusan,
          which shall be paid by the OWNER to the BUILDER together with the
          payment of the 5th installment pursuant to Article II hereof.  In
          case such OWNER's Supplies are delivered directly to the Shipyard
          or  Mipo  Port in the Offshore Yard by the OWNER, the  applicable
          cost (rate) shall be reduced to zero point zero percent (0.0%) of
          the  OWNER's Supplies amount on the basis of C.I.F. value, except
          OWNER  will  pay for customs clearance or any third party  costs.
          OWNER's  Supplies  sent  to ports nearby  the  Shipyard  will  be
          assessed  charges  for  transportation,  customs  clearance  fee,
          harbor  union fee, pilotage and other costs that are incurred  by
          the BUILDER to facilitate delivery of the OWNER's Supplies to the
          Shipyard.  These fees will be charged at actual direct cost.  Any
          loss  of or damage to the OWNER's Supplies after they are in  the
          custody of the BUILDER will be for the account of the BUILDER and
          BUILDER will replace or repair any OWNER's Supplies that  may  be
          lost or damaged, and a subsequent delay due to the foregoing  and
          resulting  cost  impact  will  be the  BUILDER's  responsibility.
          BUILDER  agrees and acknowledges that any or all of  the  OWNER's
          Supplies  may arrive at the Shipyard in individual  parts  or  as
          component parts to be placed in or made a part of a larger system
          or  module. The BOP is to arrive in not more than four  (4)  main
          components.

     (b)  In  order to facilitate detailed design and installation  by  the
          BUILDER  of the OWNER's Supplies in or on the VESSEL,  the  OWNER
          shall  furnish the BUILDER with necessary specifications,  plans,
          drawings,   instruction   books,  manuals,   test   reports   and
          certificates  required  by  the  rules  and  regulations  of  the
          Specifications.   If  so  requested by the  BUILDER,  the  OWNER,
          without   any   charge   to   the  BUILDER,   shall   cause   the
          representatives of the manufacturers of the OWNER's  Supplies  to
          advise the BUILDER in installation thereof in or on the VESSEL.

     (c)  Any  and  all  of  the OWNER's Supplies shall be subject  to  the
          BUILDER's reasonable right of rejection, as and if they are found
          to be unsuitable or in improper condition for installation.

     (d)  The   insurance   for  the  OWNER's  Supplies   during   storage,
          construction  and  installation at the Shipyard  is  covered  and
          handled by the BUILDER at its cost and responsibility.

     (e)  A  preliminary  Delivery  Schedule of the  OWNER's  Supplies  and
          vendor  data specific to the VESSEL (Hull No. HRBS6) showing  the
          BUILDER's   requested  delivery  dates   is   attached   to   the
          Specifications.   The Delivery Schedule of the  OWNER's  Supplies
          and  vendor data shall be mutually agreed, finalized and  settled
          within  Sixty  (60)  calendar days  from  the  date  of  contract
          signing.  The  delivery dates agreed to on the Delivery  Schedule
          will  be  the date OWNER's Supplies are required at the shipyard.
          Should  the  OWNER  fail to deliver any of the  OWNER's  Supplies
          within  Twenty (20) days of the time designated by  the  Delivery
          Schedule, the Delivery Date shall be automatically extended for a
          period  not to exceed the actual delay, beyond twenty (20)  days,
          incurred  by  the  BUILDER.  If no delay in the delivery  of  the
          VESSEL  is  incurred by the BUILDER, the Delivery Date shall  not
          change.

     (f)  If  delay  in  delivery  of any of the OWNER's  Supplies  exceeds
          thirty(30)  days, then, the BUILDER shall be entitled to  proceed
          with  construction of the VESSEL without installation thereof  in
          or  on  the  VESSEL as hereinabove provided, and the OWNER  shall
          accept  and  take  delivery of the VESSEL so constructed,  unless
          such delay is caused by Force Majeure in which case the provision
          Paragraph 1(e) of this Article shall apply.

2.   Responsibility of BUILDER:

          The  BUILDER  shall be responsible for storing and handling  with
     reasonable care of the OWNER's Supplies after delivery thereof at  the
     Shipyard, and shall, at its own cost and expense, install them  in  or
     on  the  VESSEL,  unless otherwise provided herein or  agreed  by  the
     parties  hereto,  provided, always, that  the  BUILDER  shall  not  be
     responsible for quality, efficiency and/or performance of any  of  the
     OWNER's  Supplies (other than to install same in accordance  with  the
     manufacturer's specifications and requirements, copies of  which  have
     been provided to BUILDER by OWNER).

          It will be the BUILDER's responsibility at no cost to OWNER to:

          (i)       assemble  the  OWNER's  Supplies,  bulk   material  and
                    provide   modularization  and/or  engineering,   except
                    procurement   engineering  related   to   the   OWNER's
                    Supplies, at the Shipyard;

          (ii)      test the OWNER's Supplies as necessary or appropriate;

          (iii)     construct   modules  from  the  OWNER's   Supplies   as
                    appropriate;

          (iv)      test  and  pre-commission  the  modules  containing the
                    OWNER's  Supplies  and to generally  test  all  of  the
                    OWNER's Supplies;

          (v)       install the OWNER's Supplies on the VESSEL, in modules,
                    as required, or otherwise as required, and to integrate
                    the OWNER's Supplies into the  overall  designed system
                    of the VESSEL;

          (vi)      test  and  pre-commission  the  integrated  modules and
                    systems; and

          (vii)     complete  and  test  the entire drilling  system  where
                    practicable (i.e., equipment functional test only,  not
                    full  operational load test) to insure  that  it  works
                    harmoniously as a part of the drilling process and  the
                    VESSEL  so  as  to be able to accomplish  its  intended
                    purpose.

     In  no  event will BUILDER charge any additional cost for any  of  the
     above.   Pre-commission or pre-commissioning as used in this  Contract
     or   the  Specifications  means  the  putting  into  service  or   the
     commissioning  to  be  done  at the Shipyard  prior  to  delivery  and
     acceptance.   Pre-commission  or  pre-commissioning  does   not   mean
     commissioning that occurs elsewhere.

3.   Title:

          Title  to  OWNER's Supplies shall at all times remain with  OWNER
     during  the Contract; however, BUILDER shall have the risk of loss  of
     or  damage  to  such  OWNER's  Supplies  from  the  time  set  out  in
     subparagraph 1(a) of this Article until delivery of the VESSEL.

4.   OWNER's Supplies Refundment:

          Notwithstanding anything else contained in this Contract, BUILDER
     agrees  that if for any reason whatsoever the VESSEL is not  delivered
     to  OWNER, other than as a result of OWNER's default under Article  XI
     of  this Contract, then BUILDER shall remit to OWNER the full value of
     all  OWNER's  Supplies which have been delivered to  the  Shipyard  or
     which  BUILDER has taken custody of under this Article  XVI.   BUILDER
     shall remit all amounts due under this paragraph 4 upon written demand
     by  OWNER and upon BUILDER's request, OWNER will furnish BUILDER  with
     reasonable  documentation showing OWNER's cost  of  OWNER's  Supplies.
     BUILDER shall remit all amounts due within thirty (30) days of demand.

(End of Article)

                    ARTICLE XVII - INSURANCE

1.   Extent of Insurance Coverage:

          From the time of the launching until delivery of the VESSEL,  the
     BUILDER  shall, at its own cost and expense, keep the VESSEL  and  all
     machinery, materials and equipment delivered to the Shipyard  for  the
     VESSEL  or  built into or installed in or upon the VESSEL (except  the
     OWNER's  Supplies) fully insured with first class insurance  companies
     or  underwriters in Korea with coverage corresponding to the Institute
     of London Underwriter's Clauses for BUILDER's Risks.  From the time of
     the  first  arrival  of  the OWNER's Supplies in  the  shipyard  until
     delivery  of  the VESSEL, the BUILDER shall keep the OWNER's  Supplies
     fully   insured  with  the  aforementioned  insurance   companies   or
     underwriters to cover BUILDER's Risk.

          The  amount of such insurance coverage shall, up to the  date  of
     delivery  of  the  VESSEL, be an amount at least  equal  to,  but  not
     limited  to,  the aggregate of the payments made by the OWNER  to  the
     BUILDER  plus Eighty Million United States Dollars (US$80,000,000)  to
     cover OWNER's Supplies in the custody of the Shipyard.

          The policy referred to in this paragraph for the OWNER's Supplies
     shall  be  taken  out in the name of the BUILDER and OWNER,  as  their
     interests  may  appear,  and all losses under  such  policy  shall  be
     payable to the BUILDER and OWNER, as their interests may appear.

     Prior  to the commencement of construction of the VESSEL, the  BUILDER
     shall obtain, at its own cost and expense, and furnish certificates or
     copies thereof to the OWNER, the following policies of insurance:

     (a)  Worker's   compensation  (including  occupational  disease)   and
          employer's liability insurance with Maritime and In Rem  coverage
          and  in accordance with the applicable statutory requirements  of
          the  country  of  Korea, with limits on the employer's  liability
          coverage  of  not less than U.S. $500,000 for bodily  injury  per
          person, with excess liability limits of U.S. $10,000,000;

     (b)  Comprehensive public liability, including broad form  contractual
          liability  coverage, with limits of not less than  U.S.  $500,000
          for  bodily injury per occurrence, and U.S. $500,000 for property
          damage  per  occurrence  with excess  liability  limits  of  U.S.
          $10,000,000;

     (c)  All-Risk   BUILDER's  Risk  policy,  including   protection   and
          indemnity, relating to the VESSEL and OWNER Supplies  and  in  an
          amount  equal to the aggregate of the payments made by the  OWNER
          to   the  BUILDER  plus  Eighty  Million  United  States  Dollars
          (US$80,000,000) to cover OWNER's Supplies in the custody  of  the
          Shipyard.   At any time during the period of this Agreement,  the
          OWNER has the right by giving prior written notice to the BUILDER
          to  increase  the amount of the insurance provided hereunder  and
          the  OWNER  will promptly reimburse the BUILDER for any  premiums
          resulting  from  such increase based on the published  Lloyds  of
          London  rates at the time of such increase.  Should the  Delivery
          Date  be  later than March 1, 2000 for any cause attributable  to
          the  OWNER, any additional premium charged to continue the policy
          shall  be borne solely by the OWNER to the extent that the  delay
          is  caused  by the OWNER.  The OWNER agrees that the BUILDER  has
          the  right of settlement of all losses (except for damages to  or
          losses  of  OWNER Supplies) applicable under this Paragraph  2(c)
          with  the  underwriters provided such losses do not  exceed  U.S.
          $300,000 each.  All deductibles under the All-Risk BUILDER's Risk
          policy shall be for the account of the BUILDER; and

     (d)  Automobile liability insurance covering automobile equipment used
          in  the  performance of the work under this Agreement with limits
          of  not  less than U.S. $500,000 for bodily injury per occurrence
          and  U.S. $500,000 for property damage per occurrence with excess
          liability limits of U.S. $10,000,000;

     All  insurance  policies  shall, either on  the  face  thereof  or  by
     appropriate endorsement: (w) name (except for the policy specified  in
     Paragraph  (a)  hereinabove) the BUILDER and the OWNER as  unqualified
     assureds  and provide that payments thereunder shall be  made  to  the
     extent  that  their respective interests may appear; (x) provide  that
     they  shall  not  be cancelled or their coverage reduced  except  upon
     thirty  days'  prior written notice to the BUILDER and the  OWNER  (if
     such  cancellation  or  reduction should be caused  by  the  BUILDER's
     failure to pay any premium when due, the OWNER will have the right  to
     pay  any such premium within such thirty days to maintain the coverage
     in effect for the benefit of the OWNER; the OWNER retains the right to
     be  reimbursed  by  the  BUILDER); (y) contain waiver  of  subrogation
     provisions pursuant to which the insurer waives all express or implied
     rights  of subrogation against the BUILDER and the OWNER, the  BUILDER
     and  the  OWNER  hereby waiving any rights to subrogate  against  each
     other;  and (z) be maintained in full force and effect by the  BUILDER
     from commencement of construction until the Delivery Date.

2.   Application of the Recovered Amounts:

          In  the  event that the VESSEL shall be damaged from any  insured
     cause  at  any time before delivery of the VESSEL, and in the  further
     event  that such damage shall not constitute an actual or constructive
     total  loss  of  the  VESSEL, the amount received in  respect  of  the
     insurance  shall be applied by the BUILDER in repair of  such  damage,
     satisfactory to the Classification requirements, and the  OWNER  shall
     accept the VESSEL under this Contract if completed in accordance  with
     this  Contract  and  the  Specifications,  however,  subject  to   the
     extension of delivery time under Article VIII hereof (except  in  case
     of negligence of the BUILDER).

          Should the VESSEL from any cause become an actual or constructive
     total loss, the BUILDER shall either:

     (a)  Proceed  in accordance with the terms of this Contract, in  which
          case  the  amount received in respect of the insurance  shall  be
          applied  to the construction and repair of damage of the  VESSEL,
          provided  the parties hereto shall have first agreed  thereto  in
          writing and to such reasonable extension of delivery time as  may
          be  necessary  for  the  completion of  such  reconstruction  and
          repair; or

     (b)  Refund promptly to the OWNER the full amount of all sums paid  by
          the  OWNER to the BUILDER as installments in advance of  delivery
          of  the VESSEL, and deliver to the OWNER all OWNER's Supplies (or
          the  insurance proceeds paid with respect thereto), in which case
          this Contract shall be deemed to be automatically terminated  and
          shall  be  deemed rescinded for purposes of Article X hereof  and
          all  rights, duties, liabilities and obligations of each  of  the
          parties to the other shall forthwith cease and terminate.

3.   Termination of BUILDER's Obligation to Insure:

          The  BUILDER  shall be under no obligation to insure  the  VESSEL
     hereunder after delivery of the VESSEL.

(End of Article)

                     ARTICLE XVIII - NOTICE

1.   Address:

          Any  and  all notices and communications in connection with  this
     Contract shall be addressed as follows:

     To the OWNER:

          RB Exploration Co.
          901 Threadneedle
          Houston, Texas 77079-2902

          Attn: Project Director

          Facsimile No.: (281)589-5189

     To the BUILDER:

          Hyundai Heavy Industries, Co. Ltd.
          1, Choenha-Dong
          Ulsan, Korea

          Attn: Project Director

          Facsimile No.: (82)522-50-1998

2.   Language:

          Any  and  all notices and communications in connection with  this
     Contract shall be written in the English language.

3.   Effective Date of Notice:

          The   notice  in  connection  with  this  Contract  shall  become
     effective from the date when such notice is received by the  OWNER  or
     by  the  BUILDER except otherwise described in the Contract.  In  case
     any  notice is made by facsimile confirmed in writing, the  date  when
     the facsimile is received shall govern.

(End of Article)

            ARTICLE XIX - EFFECTIVE DATE OF CONTRACT


     This  Contract  shall  become effective upon signing  by  the  parties
hereto.

(End of Article)

                  ARTICLE XX - INTERPRETATION

1.   Laws Applicable:

          The parties hereto agree that the validity and the interpretation
     of  this  Contract  and  of each Article and  part  thereof  shall  be
     governed  by the General Maritime Law of the United States of America,
     not  including, however, any of its conflicts of law rules which would
     direct or refer to the laws of any jurisdiction.

2.   Discrepancies:

          All   general   language   or  requirements   embodied   in   the
     Specifications  are  intended to amplify, explain  and  implement  the
     requirements  of  this  Contract.  However,  in  the  event  that  any
     language   or   requirements  so  embodied  permit  an  interpretation
     inconsistent with any provision of this Contract text, then,  in  each
     and  every such event, the applicable provisions of this Contract text
     shall  prevail  and  govern.  In the event  of  conflict  between  the
     Specifications and Plans, the Specifications shall prevail and govern.

3.   Entire Agreement:

          This  Contract  contains the entire agreement  and  understanding
     between  the  parties  hereto and supersedes all  prior  negotiations,
     representations, undertakings and agreements on any subject matter  of
     this Contract.

4.   Amendments and Supplements:

          Any   supplement,  memorandum  of  understanding  or   amendment,
     whatsoever form it may be in relating to this Contract, to be made and
     signed among parties hereof after signing this Contract, shall be  the
     integral  part  of  this Contract and shall be  predominant  over  the
     respective  corresponding Article and/or Paragraph  of  this  Contract
     when clearly identified as such.

(End of Article)

                 ARTICLE XXI - CONFIDENTIALITY

     BUILDER and OWNER agree that the terms and conditions of this Contract
shall  remain confidential and neither party shall disclose any such  terms
and  conditions of this Contract to any third party without first obtaining
the prior written consent of the other, provided however, that either party
shall be entitled to disclose any or all of the terms and conditions of the
Contract  to  the extent it is necessary to do so to implement,  effectuate
and  comply  with  the terms of the Contract or to otherwise  exercise  any
right  or  discharge any obligation that party may have  pursuant  to  this
Contract  or  to comply with any law, rule, regulation of any  governmental
entity  having jurisdiction over a party or of a stock exchange, securities
commission and such on which stock of a party or its affiliate is traded.

     BUILDER   shall   require  the  engine  maker/manufacturer   to   sign
confidentiality  agreements  agreeing to  keep  strictly  confidential  all
information  furnished to such party or developed in  connection  with  the
performance of this Contract.

(End of Article)


     IN  WITNESS WHEREOF,  the parties hereto have caused this Contract  to
be duly executed on the day and year first above written.

OWNER:                        BUILDER:

RB EXPLORATION CO.            HYUNDAI HEAVY INDUSTRIES CO., LTD.

By:    Andrew Bakonyi         By:    Youn Jae Lee
Title: President              Title: Chief Operating Officer


                              HYUNDAI CORPORATION

                              By:    Dong Soo Han
                              Title: Senior Vice President



                          EXHIBIT "A"


               LETTER OF REFUNDMENT GUARANTEE NO.

Gentlemen:

     We  hereby open our irrevocable letter of guarantee No. in favor of RB
Exploration   Co.  (hereinafter  called  the  "OWNER")   for   account   of
___________________,  as  follows  in  consideration  of  the  shipbuilding
contract dated __________________, 1997 (hereinafter called the "Contract")
made  by  and among the OWNER and _______________ (hereinafter  called  the
"BUILDER") for the construction of one (1)VESSEL having BUILDER's Hull  No.
___________ (hereinafter called the "VESSEL").

     If in connection with the terms of the Contract the OWNER shall become
entitled to a refund of the advance payment(s) made to the BUILDER prior to
the  delivery of the VESSEL, we hereby irrevocably guarantee the  repayment
of  the  same  to the OWNER immediately on demand _________________________
(Say  _______________________ only) together with interest thereon  at  the
rate  of  _________ per cent per annum from the date following the date  of
receipt by the BUILDER to the date of remittance by telegraphic transfer of
such refund.

     The amount of this guarantee will be automatically increased, not more
than four (4 ) times, upon BUILDER's receipt of the respective installment:
each  time  by  the  amount  of installment of  USD  ________________,  USD
___________________,    USD    _____________________,    USD    and     USD
_______________________ and respectively, plus interest thereon as provided
in  the Contract, but in any eventuality the amount of this guarantee shall
not  exceed  the  total sum of ____________________ (Say  _________________
only)  plus interest thereon at the rate of eight per cent (8%)  per  annum
from  the  date following the date of BUILDER's receipt of each installment
to the date of remittance by telegraphic transfer of the refund.

     In  case any refund is made to you by the BUILDER or by us under  this
guarantee,  our liability hereunder shall be automatically reduced  by  the
amount of such refund.

     In  the event of rescission of the Contract being based on delays  due
to  force  majeure or other causes beyond the control of  the  BUILDER,  as
required  by Article X of the Contract, interest shall be paid at the  rate
of  four  percent  (4%)  per  annum from the date  following  the  date  of
BUILDER's  receipt  of  each  installment to  the  date  of  remittance  by
telegraphic transfer of the refund.

     This  letter of guarantee is available against OWNER's simple  receipt
and  signed  statement certifying that OWNER's demand for refund  has  been
made  in  conformity  with Article X of the Contract and  the  BUILDER  has
failed to make the refund within Thirty (30) days after your demand to  the
BUILDER.   Refund  shall  be  made  to  you  by  telegraphic  transfer   in
__________________.

     This  letter of guarantee shall expire and become null and  void  upon
receipt by the OWNER of the sum guaranteed hereby or upon acceptance by the
OWNER  of  delivery  of  the VESSEL in accordance with  the  terms  of  the
Contract and, in either case, this letter of guarantee shall be returned to
us.   This  guarantee  is valid from the date of this letter  of  guarantee
until  delivery or in the event of delayed delivery until such time as  the
VESSEL  is  delivered  by the BUILDER to the OWNER in accordance  with  the
terms of the Contract.

     Notwithstanding  the  provisions  hereinabove,  in  case  we   receive
notification  from  you or the BUILDER confirmed by the  Arbitration  Board
stating  that  your  claim  to  rescind the  Contract  or  your  claim  for
refundment  thereunder  has been disputed and referred  to  Arbitration  in
accordance  with the provisions of the Contract, the period of validity  of
this  guarantee  shall be extended until Thirty (30) days after  the  final
award  shall be rendered in the Arbitration and a copy thereof acknowledged
by  the  Arbitration  Board.  In such case, this  guarantee  shall  not  be
available unless and until such acknowledged copy of the final award in the
Arbitration justifying your claim is presented to us.

     This  guarantee  shall  not be affected by any extension  of  time  or
concession  granted by the OWNER to the BUILDER or any delay or failure  of
the OWNER in enforcing its rights under the Contract.

     The OWNER shall have the right to assign this guarantee and all of its
benefits to any assignee to whom the Contract is assigned.

     This  guarantee shall be governed by the General Maritime Law  of  the
United  States of America, not including, however, any of its conflicts  of
law rules which would direct or refer to the laws of any jurisdiction.

                              Very truly yours,


                              ___________________________________



                          EXHIBIT "B"

                OPTION VESSEL PRICE AND DELIVERY


 VESSEL #    DELIVERY DATE            NOTICE PERIOD                  PRICE
---------  ----------------  -------------------------------------  --------
Vessel #2  December 1, 1999  November 1, 1997 to December 31, 1997  US$144.9
                                                                    million

           23 Months after   January 1, 1998 to April 30, 1998      US$144.9
           option exercise                                          million

           22 Months after   May 1, 1998 to October 31, 1998        US$144.9
           option exercise                                          million

Vessel #3  May 1, 2000       November 1,1997 to June 30, 1998       US$148.4
                                                                    million

           22 Months after   July 1, 1998 to October 31, 1998       US$148.4
           option exercise                                          million



Note 1)   OWNER has the option to place the  order for an option  vessel
          with dynamic positioning.  In such case, delivery date will be
          increased  by  one month and price will be increased  by  US$1
          million.

          The  additional  work  warranted by  the  option  for  dynamic
          positioning shall include:

          -    installation of 8 OWNER furnished thrusters, engines  and
               transformers

          -    installation  of piping, cabling and any other  utilities
               and control systems as required

          -    associated tests and trials

Note 2)   The  above prices  and delivery dates for Vessel #2 and #3 are
          based  on  the same size, drawings and specifications  as  the
          first vessel.

Note 3)   BUILDER  agrees to complete  a study to evaluate the impact of
          compliance with NMD/NPD certification and the use of  DNV  for
          class in connection with any option vessel(s).

Note 4)   The price of the OPTION VESSELS shall be reduced by the amount
          United  States  Dollars  Two   Hundred  and   Fifty   Thousand
          (US$250,000) should  OWNER decided  not to register the VESSEL
          under the flag of the United States of America.