EXHIBIT 10.200
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                                 CONTRACT
                                     
                                    FOR
                                     
                           CONSTRUCTION AND SALE
                                     
                                    OF
                                     
                     A 98,000 METRIC TONS DISPLACEMENT
                                     
                                 DRILLSHIP
                                     
                              (HULL NO. 1300)

                                  BETWEEN
                                     
                          R&B FALCON DRILLING CO.
                                    AND
                                     
                    SAMSUNG HEAVY INDUSTRIES CO., LTD.
                                     
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                              INDEX

                                                            PAGE

PREAMBLE                                                      P-1

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

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

ARTICLE III - ADJUSTMENT OF CONTRACT PRICE . . . . . . . .  III-1
     1.  Delivery: . . . . . . . . . . . . . . . . . . . .  III-1
     2.  Capacity of Extended Well Test Tanks: . . . . . .  III-2
     3.  Displacement: . . . . . . . . . . . . . . . . . .  III-2
     4.  Effect of Rescission: . . . . . . . . . . . . . .  III-3

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

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

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

ARTICLE VII - DELIVERY . . . . . . . . . . . . . . . . . .  VII-1
     1.  Time and Place: . . . . . . . . . . . . . . . . .  VII-1
     2.  When and How Effected: . . . . . . . . . . . . .   VII-1
     3.  Documents to be delivered to BUYER: . . . . . . .  VII-1
     4.  Postponement of Delivery: . . . . . . . . . . . .  VII-2
     5.  Title and Risk: . . . . . . . . . . . . . . . . .  VII-3
     6.  Removal of DRILLSHIP: . . . . . . . . . . . . . .  VII-3

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

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

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

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

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

ARTICLE XIII - SUCCESSOR AND ASSIGNS  . . . . . . . . . .  XIII-1

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

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

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

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

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

ARTICLE XIX - EFFECTIVE DATE OF CONTRACT  . . . . . . . . . XIX-1

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

ARTICLE XXI - CONFIDENTIALITY . . . . . . . . . . . . . . . XXI-1

EXHIBIT "A" - LETTER OF REFUNDMENT GUARANTEE . . . . . .   E"A"-1



     THIS  CONTRACT,  made and entered into on this 14th  day  of  October,
1998  by and between R&B FALCON DRILLING CO., a corporation existing  under
the  laws  of Oklahoma, and having an office at 901 Threadneedle,  Houston,
Texas  77079-2902  (hereinafter called the "BUYER"), on the  one  part  and
SAMSUNG HEAVY INDUSTRIES CO., LTD., a corporation incorporated and existing
under the laws of the Republic of Korea of having its registered office  at
890-25   DaechiDong,  Kangnam-Ku,  Seoul,  Korea (hereinafter  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) Drillship  composed  of  hull  part  as
described  in the specification attached hereto as Exhibit 1, Volume  I  of
this Contract (hereinafter referred to as the "VESSEL") and topside part as
described in the specification attached hereto as Exhibit 1, Volume  II  of
this  Contract  (hereinafter referred to as 11TOPSIDE11)  (the  VESSEL  and
TOPSIDE  being  hereinafter collectively referred to as the  11DRILLSHIP11)
and  in  accordance with (i) the BUYER's Supplies List attached  hereto  as
Exhiit  2,  (ii)  the  BUILDER's Approved Vendor List  attached  hereto  as
Exhibit 3, and (iii) the Delivery and Construction Schedule 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  Koje Island, Korea (hereinafter referred to as the "Shipyard")  and  to
deliver  and  sell  the same to the BUYER, and the BUYER hereby  agrees  to
purchase  and accept delivery of the DRILLSHIP from the BUILDER,  upon  the
terms and conditions hereinafter set forth.
               
               ARTICLE I -.DESCRIPTION AND CLASS

1.  Description:

         The  DRILLSHIP,  having  the BUILDER's Hull  No.  1300,  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:

     Length, overall                  Max. 227.6 meters
     Length, between perpendiculars   abt. 219.4 meters
     Breadth, molded                  abt. 42.0 meters
     Depth, molded                    abt. 19.0 meters
     Scantling draft, moulded         abt. 13.0 meters
     (structural design only)
     Operating draft, moulded         abt. 12.0 meters
     Transit draft, moulded           abt. 8.5 meters
     Thruster Motor:                  5.5 MW X 6 ea.
     Displacement, guaranteed:        98,000 metric tons at the
                                      operating draft, moulded,
                                      of 12.0 meters.

     Speed:   The  trial  speed will not be less than 12. 5  knots  on  the
              transit draught of 8.5 meters and at propulsion shaft  power
              of 28,695 KW

     Cargo tank capacity, guaranteed:
              The  total capacity of the Extended Well Test ("EWT11)  tanks
              including  slop  tanks will not be less  than  15,500  cubic
              meters at the full levels (100% volume) of EWT tanks.

     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.

3.   The Classification, Rules and Regulations:

         The  DRILLSHIP, including its machinery, equipment and outfittings
    shall  be  constructed and classified in accordance with the rules  and
    regulations (the editions and amendments thereto being in force  as  of
    the  signing date of this Contract) of and under special survey of  the
    American  Bureau  of  Shipping (hereinafter called the  "Classification
    Society"), and shall be distinguished in the register by the symbol  of
    +A1  E,  "Ship Type Drilling Unit", FSO where applicable, +AMS,  +ACCU,
    +DPS-3, DLA, +CDS, OMBO (except field of vision).

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

         The  DRILLSHIP 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/FSO, and  (v)
    so  that the DRILLSHIP will be approved to operate offshore the  United
    States  Gulf  of  Mexico/the  Outer Continental  Shelf  of  the  United
    States,   Brazil  and  West  Africa.  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  DRILLSHIP  design  fees
    and/or  royalties  (except  any royalties for  the  BUYER'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
    DRILLSHIP.

4.   Registration:

         The  DRILLSHIP, at the time of its delivery and acceptance,  shall
    be  registered  at  the  port  of  registry  by  the  BUYER  under  the
    Panamanian flag at the BUYER's expense.
         
            ARTICLE II - CONTRACT PRICE AND TERMS OF PAYMENT

1.   Contract Price:
         
         The  purchase  price  of  the DRILLSHIP,  net  receivable  by  the
    BUILDER  and exclusive of the BUYER's Supplies (as defined in Paragraph
    1  of Article XVI hereof) is One Hundred Fourteen Million Eight Hundred
    and   Sixty   Thousand   United   States  Dollars   (US$   114,860,000)
    (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 DRILLSHIP  in
    the manner as hereinafter provided.

3.   Currency:

         Any  and  all payments by the BUYER 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 BUYER  to  the
    BUILDER in the installments as follows:

     (a) First Installment:
         The   First  Installment  amounting  to  Twenty-One  Million  Nine
         Hundred  and Fifty Thousand United States Dollars (US$ 21,950,000)
         shall  be  due  and  payable within three(3)  banking  days  after
         execution   of  this  Contract,  provided  that  the   Letter   of
         Refundment  Guarantee required under Article X has  been  received
         by the BUYER.

     (b) Second Installment:
         The  Second  Installment  amounting  to  Ninety-Two  Million  Nine
         Hundred  and  Ten Thousand United States Dollars (US$  92,910,000)
         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 DRILLSHIP
         or  upon  tender  for  delivery of the DRILLSHIP  referred  to  in
         Paragraph 4 of Article VII of this Contract.

5.  Method of Payment:

     (a) First Installment:
         Within three (3) banking days after the date of execution of  this
         Contract, the BUYER shall remit by telegraphic transfer the  first
         installment  to  the account of The Export/Import Bank  of  Korea,
         Head  Office,  Seoul, Korea (Account No. 04-029-695,  Head  Office
         with  Bankers Trust Company, New York) or to the banks  which  the
         BUILDER  may designate (hereinafter referred to as the  "BUILDER's
         BANK")  in  favor of Samsung Heavy Industries Co., Ltd.,  provided
         that  the Letter of Refundment Guarantee required under Article  X
         has been received by the BUYER.

     (b) Second Installment:
         At  the  time  of delivery of the Vessel to the Buyer pursuant  to
         Section  2 of Article VII of this Contract, the BUYER shall  remit
         by  telegraphic transfer the second installment to the account  at
         the  BUILDER's BANK in favor of Samsung 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  DRILLSHIP  executed  by  the  BUYER  and  the
         BUILDER.

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

6.   Notice of Payment before Delivery:

         The  BUILDER  shall  give the BUYER Ten (10)  banking  days  prior
    notice  in writing or telex confirmed in writing by registered mail  of
    the  anticipated due date and amount of the second installment  payable
    before delivery of the DRILLSHIP.

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 BUYER.

8.   Prepayment:

         The  BUYER  may  prepay  any or all of  the  installments  of  the
    Contract  Price, provided that the BUYER declares the BUYER'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.

(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  DRILLSHIP 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 DRILLSHIP 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
          Ten  Thousand  United Dollars (US$10,000) for each full  day  for
          which thereafter 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 mid-
          night  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  DRILLSHIP  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 BUYER 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 BUYER has not served notice of  rescission  as
          provided  in Article X hereof, demand in writing that  the  BUYER
          shall  make  an  election, in which case the BUYER shall,  within
          Twenty  (20)  days after such demand is received  by  the  BUYER,
          notify  the  BUILDER  of  its intention either  to  rescind  this
          Contract  or to consent to the acceptance of the DRILLSHIP  at  a
          specified future date which date BUILDER represents to  BUYER  is
          the  earliest  date  BUILDER can deliver the DRILLSHIP  to  BUYER
          under  this Contract, based on the circumstances then  known.  If
          the  BUYER shall not make an election within Twenty (20) days  as
          provided  hereinabove, the BUYER 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 DRILLSHIP is not delivered by such  specified
          date, the BUYER shall have the same right of rescission upon  the
          same terms and conditions as hereinabove provided.
     
     (d)  If  the  delivery of the DRILLSHIP 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 DRILLSHIP shall be increased  by
          adding thereto Ten Thousand United States Dollars (US$10,000) 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.
     
     (e)  For  the  purpose of this Article, the delivery of the  DRILLSHIP
          shall  be  deemed to be delayed when and if the DRILLSHIP,  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.   Capacity of Extended Well Test Tanks:

     (a) In  the  event  the  capacity  of the Extended  Well  Test  tanks,
         including  slop  tanks, ("EWT tanks") as determined in  accordance
         with  the Specifications is 14,310 cubic meters or less, then  the
         BUYER  may,  at its option, (i) reject the DRILLSHIP  and  rescind
         this  Contract  in  accordance with the provisions  of  Article  X
         hereof, or (ii) accept the DRILLSHIP with such deficiency.

     (b) There  will  be no increase or decrease of the Contract  Price  in
         the  event the capacity of the EWT tanks is more than or less than
         the  guaranteed  capacity  of  the  EWT  tanks  as  specified   in
         Paragraph  2  of  Article I, but BUYER shall have  the  option  of
         rescission  as provided for in Subparagraph (a) of this  paragraph
         4 of Article III.

3.   Displacement:

     (a) The guaranteed displacement of the DRILLSHIP is 98,000 metric
          tons at 12.0 meters.
     
     (b) In  the  event of a discrepancy (whether higher or lower)  in  the
          actual  displacement of the DRILLSHIP being three  thousand  five
          hundred (3,500) metric tons or more, then, the BUYER may, at  its
          option,  reject  the  DRILLSHIP  and  rescind  this  Contract  in
          accordance with the provisions of Article X hereof or accept  the
          DRILLSHIP  at  a reduction in the Contract Price of  Six  Hundred
          Thousand United States Dollars (US$600,000).

4.   Effect of Rescission:

         It  is expressly understood and agreed by the parties that in  any
    case,  if  the  BUYER rescinds this Contract under  this  Article,  the
    BUYER  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 BUYER for the  plans
    and drawings in accordance with the Specification.

2.  Appointment of BUYER's Supervisor:

         The  BUYER  may  send  to and maintain at  the  Shipyard,  at  the
    BUYER's  own  cost  and  expense,  one supervisor  (herein  called  the
    "Supervisor") who shall be duly authorized in
    writing  by  the  BUYER, 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 BUYER  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 DRILLSHIP,  its
    machinery, equipment and outfittings, and any other matters  for  which
    he  is specifically authorized by the BUYER. The Supervisor may appoint
    assistant (s) to attend at the Shipyard for the purposes as aforesaid.

3.   Inspection by the Supervisor:

         The   necessary  inspections  of  the  DRILLSHIP,  its  machinery,
    equipment  and  outfittings 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   DRILLSHIP   is  duly  performed  in  accordance   with   the
    Specifications. The Supervisor shall have, during construction  of  the
    DRILLSHIP,  the  right  to attend such tests  and  inspections  of  the
    DRILLSHIP,  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 BUYER, make decisions or give advice  to  the
    BUILDER  on  behalf of the BUYER promptly on all problems  arising  out
    of,  or  in  connection  with, the construction of  the  DRILLSHIP  and
    generally act in a reasonable manner with a view to cooperating to  the
    utmost with the BUILDER in the construction process of the DRILLSHIP.
          
          The  decision,  approval or advice of the Supervisor  within  the
    limits  of authority conferred on the Supervisor by the BUYER shall  be
    deemed  to  have been given by the BUYER. THE BUYER'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 DRILLSHIP, 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  DRILLSHIP
    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 or the Specifications,  provided  that
    any   and   all  such  demands  by  the  Supervisor  with   regard   to
    construction,  arrangement  and  outfit  of  the  DRILLSHIP  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 BUYER 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  or   the
    Specifications, and the BUILDER shall not agree with the views  of  the
    Supervisor in such respect, either the BUYER 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
    and  the  Specifications exist. If the Classification  Society  or  the
    Arbitration  Board enters a determination in favor of the  BUYER,  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 DRILLSHIP  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 DRILLSHIP shall be extended for a  period
    of  delay in construction, if any, occasioned by such proceedings,  and
    the  BUYER 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.
          
          BUYER'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  assistant(s)
          with  adequate office space and such other reasonable  facilities
          according  to  the  BUILDER's practice at  or  in  the  immediate
          vicinity  of the Shipyard as may be necessary to enable  them  to
          effectively carry out their duties. The BUYER shall pay  for  all
          such  facilities other than office space at the BUILDER's  normal
          rate  of  charge.  BUILDER  shall  advise  BUYER  in  advance  of
          BUILDER's  normal  rate of charge for any  facilities  for  which
          BUYER will be required to pay.

     (b) The  BUILDER  shall  make available for BUYER's personnel  at  the
          BUYER's  request, during the DRILLSHIP's construction, a  minimum
          of   8  two  or  three  bedroom  apartments  furnished  with  the
          BUILDER's   standard   furniture,   electrical   facilities   and
          utilities.  If  the  BUYER requests the BUILDER  to  provide  the
          BUYER  with special furniture and facilities beyond the BUILDER's
          standard,  any  additional costs which may result  therefrom,  if
          any,  will  be  borne  by BUYER. Costs for  such  housing,  on  a
          monthly  rental  basis,  will  be presented  to  BUYER  prior  to
          occupation  and shall be reimbursed by BUYER, along with  metered
          utility  and telephone charges. The BUILDER will use best efforts
          to furnish additional apartments requested by the BUYER.

5.   Liability of BUILDER:

         The  BUILDER agrees to fully protect, defend, indemnify  and  hold
    BUYER  harmless  from and against all liabilities, obligations,  claims
    or  actions for personal injury or death arising out of performance  by
    BUILDER  or  BUYER  of  their  obligations  hereunder  prior   to   the
    acceptance by BUYER of the DRILLSHIP, 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 BUYER,  or
    any employee, agent, contractor or subcontractor of BUYER.

    Similarly,  the  BUYER 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 BUYER of their obligations hereunder  prior
    to  the  acceptance by BUYER of the DRILLSHIP, and asserted  by  or  on
    behalf of,

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

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

    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 BUYER:

         The  BUYER  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  DRILLSHIP, and/or any disturbance in the construction schedule
    of  the  BUILDER.  The BUILDER has the right to request  the  BUYER  to
    replace the Supervisor who is deemed unsuitable and unsatisfactory  for
    the proper progress of the DRILLSHIP's construction.

         The   BUYER  shall  investigate  the  situation  by  sending   its
    representative  (s)  to the Shipyard if necessary,  and  if  the  BUYER
    considers  that  such BUILDER's request is justified, the  BUYER  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 BUYER
    a  final  Delivery and Construction Schedule (herein, as from  time  to
    time  amended  with  the  knowledge  of  BUYER,  referred  to  as   the
    "Schedule")  ,  prepared in reasonable detail  and  setting  forth  the
    estimated  time table for the construction of the DRILLSHIP,  it  being
    understood  that  the  Schedule may be used by BUYER  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  BUYER,  are  found to be in violation of the safety  policies
          established  by  BUILDER or those specially in place  during  the
          construction  of the DRILLSHIP, may be requested  to  be  removed
          from   the  project  by  the  BUYER's  Supervisor.  BUILDER  will
          immediately  take  such  actions  as  necessary  to  comply  with
          BUYER's 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 saf ety, etc. Upon request  by
          the  BUYER,  the saf ety supervisor shall participate in  BUYER's
          daily safety and quality meetings.

     (c)  The BUILDER  shall provide a 24 hour fire-watch at the  DRILLSHIP
          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 BUYER 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  DRILLSHIP  will not  be  used  by  BUILDER  during
          construction,  without  the  prior  written  approval  of  BUYER.
          BUILDER  and  BUYER  recognize  that  the  lifting  gear  of  the
          DRILLSHIP  will  be  used to install the BOP stack.  Should  such
          approval  be given, BUILDER shall make 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 BUYER 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. 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  BUYER's
          prior written consent. Pursuant to the above, the only facilities
          to  be  used  other  than  BUILDER's are the  Hanae  and  Sungnae
          fabrication yards, provided however, funnel and/or casing may  be
          fabricated at Oriental Fitting Co.
          
          It  is  agreed  that  all TOPSIDE fabrication  will  be  done  at
          BUILDER's facility.
          
     (g)  All  initial   spare  parts  for  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 BUYER 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 BUYER as soon as an order for equipment is placed, but
          in  no  case later than 90 days prior to DRILLSHIP delivery.  The
          BUYER is responsible for supplying all the equipment and material
          in  accordance  with  the BUYER's Supplies list  attached  hereto
          including  the  spare/service parts  and  specialized  tools  and
          initial consumables for the BUYER's Supplies.
          
     (h)  Attached  hereto  as Exhibit 3 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 3. The manufactures  and  specifications of machinery and
          equipment for the DRILLSHIP shall  be  the  same as the BUILDER's
          hull no.1255, subject  to a  change(s)  if  agreed by the BUILDER
          and the BUYER.  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 DRILLSHIP, the  BUILDER  may
          mobilize  and  originate from other equivalent with  the  BUYER's
          consent, which shall not be unreasonably withheld.
     
     The  BUILDER shall, on a monthly basis, provide BUYER with  a  written
     progress report regarding the construction of the VESSEL based on  the
     BUILDER's  standards in accordance with their IS09001 procedure.  Such
     report is to include a summary of the progress to date as well as  the
     progress  since  the previous report. In a form and  frequency  to  be
     agreed,  the  BUILDER will furnish the BUYER a simple  written  report
     updating  the progress on major milestones in the production schedule.
     Informal  oral reports shall be furnished to the BUYER 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 DRILLSHIP 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 BUYER with
     one  (1) set and the (1) one set of negatives delivered to the project
     manager  in  Koje  and  two sets of photographs delivered  to  project
     sponsor in Houston, Texas.

(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  BUYER subject to BUILDER's approval (which  approval
     shall   not   be   unreasonably  withheld)  and  provided   that   any
     modifications and/or changes requested by the BUYER or an accumulation
     of  such  modifications and/or changes will not adversely  affect  the
     BUILDER's  other  commitments  and the  BUYER  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
     DRILLSHIP  or  other  terms and conditions of  this  Contract  or  the
     Specifications  occasioned  by or resulting  from  such  modifications
     and/or changes. The BUILDER hereby agrees to exert its best efforts to
     accommodate  such  reasonable request by the BUYER 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 DRILLSHIP together with an agreement as to any extension
     or reduction in the time of delivery, or any other alterations in this
     Contract or the Specifications occasioned by such modifications and/or
     changes.  The  aforementioned agreement to modify  and/or  change  the
     Specifications may be effected by an exchange of letters signed by the
     authorized  representatives of the parties hereto, or telex  confirmed
     in  writing,  manifesting such agreement. Such letters  and  confirmed
     telex  exchanged by the parties hereto pursuant to the foregoing shall
     constitute  an amendment of the Specifications, and such  letters  and
     telex 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  BUYER'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 DRILLSHIP 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  BUYER  shall  instruct the BUILDER  in  writing  if  such
     alterations or changes shall be made in the DRILLSHIP or not,  in  the
     BUYER's sole discretion.

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

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

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

     (c) To  any  reasonable deviation in the contractual  displacement  of
         the  DRILLSHIP, 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 BUYER shall 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 DRILLSHIP can not be procured in time to effect delivery of the
    DRILLSHIP, or are in short supply, the BUILDER may, provided the  BUYER
    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  DRILLSHIP  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  DRILLSHIP  is  reasonably
    completed in all material respects according to the Specifications.

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

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

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  BUYER
    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 DRILLSHIP,  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 BUYER shall assent in writing to  acceptance  of
    the  DRILLSHIP 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 DRILLSHIP.

3.  How Conducted:

     (a)  The  DRILLSHIP  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)  BUYER shall furnish complete procedures and supervision  for  the
          installation, testing and precommissioning for the BOP stack.

4.  Method of Acceptance or Rejection:

     (a)  Upon completion  of  the trial run, the BUILDER  shall  give  the
          BUYER  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  DRILLSHIP  to  this
          Contract  and  the Specifications. The BUYER 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  DRILLSHIP,  or  any  part or equipment  thereof,  (except  a
          defect  in  the  BUYER'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 BUYER's notice  of  rejection,
          then, the BUILDER shall take necessary steps to correct such  non
          conformity.

         The  DRILLSHIP  may  be  redocked in the event  of  unsatisfactory
         sea-trial  results  for  the  dynamic  positioning  and   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 BUYER  notice
         thereof by telex or telefax confirmed in writing.

         The  BUYER  shall,  within Five (5) days  after  receipt  of  such
         notice  from the BUILDER, notify the BUILDER of its acceptance  or
         rejection  of  the  DRILLSHIP's conformity  by  telex  or  telefax
         confirmed in writing.
     
     (c) If  any  event  that  the BUYER rejects the DRILLSHIP,  the  BUYER
         shall  indicate  in  detail in its notice  of  rejection  in  what
         respect the DRILLSHIP, or any part or equipment thereof (except  a
         defect  in  the  BUYER's  Supplies not the responsibility  of  the
         BUILDER)   does   not   conform  to  this  Contract   and/or   the
         Specifications.
     
     (d) In  the event that the BUYER 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  DRILLSHIP
         within  the period as provided in the above Sub-paragraph  (a)  or
         (b),  the BUYER shall be deemed to have accepted the trial results
         and/or the DRILLSHIP, as appropriate.
     
     (e) Any   dispute  between  the  BUILDER  and  the  BUYER  as  to  the
         conformity  or non-conformity of the DRILLSHIP 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 DRILLSHIP 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  DRILLSHIP  to  this  Contract   and   the
        Specifications  is  concerned and shall  preclude  the  BUYER  from
        refusing  formal delivery of the DRILLSHIP as hereinafter provided,
        if  the BUILDER complies with all other procedural requirements for
        delivery  as  provided in Article VII hereof. However, the  BUYER's
        acceptance  of  the DRILLSHIP shall not affect the  BUYER'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 DRILLSHIP, at the time  of  acceptance
        of  the  DRILLSHIP by the BUYER, shall be bought by the BUYER  from
        the  BUILDER  at  the BUILDER's purchase price for such  supply  in
        Korea  and payment by the BUYER thereof shall be made at  the  time
        of  delivery of the DRILLSHIP. The BUILDER shall pay the  BUYER  at
        the  time  of delivery of the DRILLSHIP an amount for the  consumed
        quantity  of  any lubricating oil and greases which were  furnished
        and paid for by the BUYER at the BUYER's purchase price thereof.

(End of Article)

                       ARTICLE VII - DELIVERY

1.  Time and Place:

            The  DRILLSHIP shall be delivered by the BUILDER to  the  BUYER
       at  the  Shipyard  on  July 31, 2000 (unless  delays  occur  in  the
       construction  of the DRILLSHIP 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 DRILLSHIP shall  be  changed
       accordingly) or, such earlier or later date after completion of  the
       DRILLSHIP 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 BUYER shall have  fulfilled
       all  of  their  obligations  stipulated  under  this  Contract,  the
       delivery  of  the  DRILLSHIP  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  DRILLSHIP  by  the   BUILDER   and
       acceptance thereof by the BUYER.

3.  Documents to be delivered to BUYER:

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

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

        (b) PROTOCOL  OF  INVENTORY  of  the equipment  of  the  DRILLSHIP,
            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  DRILLSHIP
             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
             DRILLSHIP, provisional certificates shall be accepted  by  the
             BUYER, provided that the BUILDER shall furnish the BUYER  with
             the  formal  certificates as promptly as possible  after  such
             certificates have been issued.
        
             Application  and  certificate  for  statutory  inspections  by
             Panamanian  Government shall be arranged by the BUYER  at  its
             expense.
        
        (e)  DECLARATION  OF WARRANTY of the BUILDER that the DRILLSHIP  is
             delivered  to the BUYER free and clear of any liens,  charges,
             claims,  mortgages,  or other encumbrances  upon  the  BUYER's
             title  thereto,  and  in  particular  that  the  DRILLSHIP  is
             absolutely  free  of  all burdens in the  nature  of  imposts,
             taxes  or  charges imposed by Korean 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 DRILLSHIP in trial runs,  or
             otherwise, prior to delivery;
        
        (f)  DRAWINGS AND PLANS pertaining to the DRILLSHIP as stipulated
             in the Specifications;
        
        (g)  COMMERCIAL INVOICE;
        
        (h)  Necessary  permits  and  clearances by  Korean  Government  to
             enable  the  DRILLSHIP to sail from 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 BUYER  on  or  before  the
             delivery of the DRILLSHIP.

4.   Postponement of Delivery:

         Notwithstanding the conditions of this Contract, BUYER shall  have
    the   option  to  keep  the  DRILLSHIP  at  BUILDER's  yard  after  the
    Contractual  Delivery Date described in this Article VII  and  postpone
    the delivery until January 31, 2001 at the latest.

         In  the event that BUYER exercises the delayed delivery option and
    decides  to keep the DRILLSHIP at BUILDER's yard at BUYERS's  cost  and
    its own risk after the Contractual Delivery Date:

     (a) the  Contract Amount shall be increased at the rate of Twenty-Five
         Thousand Five Hundred United States Dollars (US$ 25,500)  per  day
         to cover BUILDER's financing cost for the delayed second payment;

     (b) the  property of the DRILLSHIP shall remain at BUILDER until final
         payment.  However,  BUYER may use the DRILLSHIP  for  testing  and
         training purposes and shall be responsible for any maintenance  or
         damages;

     (c) any  costs  caused  by the delayed delivery and  paid  by  BUILDER
         shall  be  reimbursed at cost (plus ten percent  (10%  mark-up  on
         non-BUILDER reimbursable items.) This shall include,  but  not  be
         limited  to, additional insurance cost for any risks, electricity,
         fuel,   office  supplies,  consumables,  port  charges  (if  any),
         equipment  and labor costs rendered to BUYER for safe  maintenance
         and under written request.

5.  Title and Risk:

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

6.  Removal of DRILLSHIP:

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

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

(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
    DRILLSHIP 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  drydock  due  to  any  such
    causes  as  described in this Article which in turn  delay  the  keel
    laying  and  eventual  delivery  of the  DRILLSHIP  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 DRILLSHIP,  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 DRILLSHIP, then, in the event of delays  due
    to  the  happening  of any of the aforementioned  contingencies,  the
    Delivery  Date of the DRILLSHIP 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 BUYER 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 BUYER in writing or  by
    telex  confirmed  in  writing of the date when such  cause  of  delay
    ended.  The  BUILDER  shall also notify promptly  the  BUYER  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 BUYER to acknowledge to the BUILDER's claim  for
    postponement  of  the Delivery Date within Fourteen (14)  days  after
    receipt by the BUYER of such notice of claim shall be deemed to be  a
    waiver  by  the BUYER 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 of a nature 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  BUYER  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   BUYER,
          demand  in  writing that the BUYER shall make  an  election,  in
          which  case  the  BUYER  shall, within Fourteen  (14)  BUILDER's
          working  days after such demand is received by the BUYER  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  BUYER
          is  the  earliest  date  BUILDER can deliver  the  DRILLSHIP  to
          BUYER,   based  on  the  circumstances  then  known,  it   being
          understood  by the parties hereto that if the DRILLSHIP  is  not
          delivered  by  such future date, the BUYER 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 DRILLSHIP
          according to   the   Delivery  and  Construction  Schedule,  for
          any reason whatsoever, and whether as a  result  of  permissible
          delay or otherwise, BUYER  shall  be  entitled to  give  written
          notice  to  BUILDER  that  BUYER  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,  BUYER  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 DRILLSHIP, including any period under the  delayed
     delivery option which may be exercised by the BUYER as specified  in
     Article   VII-4  herein  (hereinafter  called  "Guarantee  Period"),
     guarantees   the  DRILLSHIP  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  BUYER supplied or furnished equipment), under the Contract
     but  excluding any item which is supplied or designated by the BUYER
     or  by  any other bodies on behalf of the BUYER, against all defects
     and  all  damages  to  the DRILLSHIP 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  commissions  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 BUYER, its employee or agents.
          
          The  BUILDER  shall arrange for the BUYER to obtain  three  (3)
     years  guarantee  after  delivery of the  DRILLSHIP  for  the  paint
     materials   in   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 DRILLSHIP unless major  repairs  as
     defined  in  Clause 3 of this Article have arisen.  Such  additional
     extended  guarantee shall proceed between the BUYER and the selected
     manufacturer arranged by the BUILDER. Final selection of the ballast
     tank  coatings manufacturer is subject to the approval of the BUYER,
     not to be unreasonably withheld.
          
2.   Notice of Defects:
          
          The  BUYER  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 af ter discovery  thereof.
     The  BUYER'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 DRILLSHIP is guaranteed under this Article, by making
         all necessary repairs or replacements at the Shipyard.

     (b) However,  if it is impracticable to bring the DRILLSHIP  to  the
         Shipyard,   the  BUYER  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
         DRILLSHIP,  unless  forwarding  or  supplying  thereof  to   the
         DRILLSHIP  would  impair  or  delay  the  operation  or  working
         schedule  of the DRILLSHIP. In the event that the BUYER proposes
         to   cause  the  necessary  repairs  or  replacements  for   the
         DRILLSHIP  to  be made at any other shipyard or works  than  the
         Shipyard,  the BUYER shall first, but in all events as  soon  as
         possible,  give  the  BUILDER notice  in  writing  or  by  telex
         confirmed  in writing of the time and place when and where  such
         repairs  will  be  made,  and if the DRILLSHIP  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  BUYER  by telex, 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 BUYER 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 DRILLSHIP shall be taken, at the BUYER'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 DRILLSHIP other than the Defects
          specified in Paragraph 1 of this Article, other than to  repair
          all  damages  to the DRILLSHIP discovered within the  Guarantee
          Period  and resulting from or caused by the Defects  which  are
          not attributable to the BUYER'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   of   earnings  or  demurrage  directly  or  indirectly
          occasioned  to the BUYER by reason of the Defects specified  in
          Paragraph  1  of this Article or due to repairs or other  works
          done to the DRILLSHIP to remedy such Defects.
     
     (b)  The BUILDER shall not be responsible for any defect in any part
          of  the  DRILLSHIP which may, subsequently to delivery  of  the
          DRILLSHIP,  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
          DRILLSHIP on the part of the BUYER, its ser-vants 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  DRILLSHIP
          after  knowledge of same by BUYER, where such continued use  or
          operation was unavoidable to preserve or protect the safety  of
          the DRILLSHIP 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
          DRILLSHIP by the BUILDER for and to the BUYER.

5.  Guarantee Engineer:

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

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

         The   BUYER  shall  accord  the  Guarantee  Engineers  treatment
    comparable  to  the  DRILLSHIP's Chief Engineer,  and  shall  provide
    board  and  lodging  at  no  cost to the  BUILDER  or  the  Guarantee
    Engineers. The BUILDER and the BUYER shall, prior to delivery of  the
    DRILLSHIP,  execute  a  separate agreement  regarding  the  Guarantee
    Engineers.

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

         BUILDER  will  have  the  option, at  BUILDER's  sole  risk  and
    expense,  to place a maximum of two (2)additional Guarantee Engineers
    on  board  the  DRILLSHIP for a period of up to six (6)  months.  The
    BUYER   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 BUYER

1.  Notice:

         The  payments  made  by  the  BUYER prior  to  delivery  of  the
    DRILLSHIP shall be in the nature of advances to the BUILDER,  and  in
    the  event  that  the DRILLSHIP after sea trial is  rejected  by  the
    BUYER  or  the Contract is rescinded by the BUYER in accordance  with
    the  terms  of  this  Contract  under and  pursuant  to  any  of  the
    provisions of this Contract specifically permitting the BUYER  to  do
    so,  then  the BUYER 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  BUYER
    the  full  amount  of all sums paid by the BUYER to  the  BUILDER  on
    account of the DRILLSHIP, 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 BUYER, the BUILDER shall
    pay  the  BUYER interest at the rate of Eight percent (8t) per  annum
    on  the  amount required herein to be refunded to the BUYER, computed
    from  the date following the respective date on which such sums  were
    paid  by  the  BUYER  to  the BUILDER to the date  of  remittance  by
    transfer  of  such  refund  to the BUYER by  the  BUILDER,  provided,
    however,  that if the said rescission by the BUYER is made under  the
    provisions of Paragraph 4 of Article VIII hereof, then in such  event
    the  BUILDER shall pay the BUYER 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
    DRILLSHIP, the BUILDER shall furnish to BUYER, 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 BUYER. Such letter of guarantee  shall  have
    substantially  the  same form and substance as Exhibit  "All  annexed
    hereto.

         The  BUILDER represents and warrants that Korean law  no  longer
    requires  issuance  of  an Export License on  the  Option  vessel  in
    connection  with issuance of, or payment under, the Refund Guarantee,
    and  shall remain responsible to provide to the BUYER any such Export
    License as and to the extent required by Korean law, whether  now  or
    in the future.

3.  Discharge of Obligations:

         Upon  such  refund by the BUILDER to the BUYER, 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 - BUYER'S DEFAULT

1.   Definition of Default:

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

     (a)  If the  first  installment is not paid  by  the  BUYER  to  the
          BUILDER  within  Three(3) banking days in New York  after  such
          installment becomes due and payable as provided in  Article  II
          hereof; or

     (b)  If the  second  installment is not paid by  the  BUYER  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 DRILLSHIP is not paid by  the
          BUYER  concurrently with delivery of the DRILLSHIP as  provided
          in Article II hereof; or

     (d)  If the  BUYER, when the DRILLSHIP is duly tendered for delivery
          by  the  BUILDER  in  accordance with the  provisions  of  this
          Contract,  fails to accept the DRILLSHIP 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 DRILLSHIP:

     (a)  Should the BUYER make default in payment of any installment  of
          the  Contract Price on or before delivery of the DRILLSHIP, the
          BUYER  shall  pay  the installment(s) in default  plus  accrued
          interest thereon at the rate of eight percent (816) 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
          DRILLSHIP  shall  be  automatically extended  by  a  period  of
          continuance of such default by the BUYER.

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

     (b)  If  any default by the BUYER 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 BUYER by telex  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 BUYER to the BUILDER on account of this Contract and the
          BUYER's Supplies, if any.

3.  Disposal of DRILLSHIP:

     (a) In  the  event  that this Contract is rescinded by  the  BUILDER
         under  the  provisions of Paragraph 2(b) of  this  Article,  the
         BUILDER  may,  at  its  sole  discretion,  either  complete  the
         DRILLSHIP  and  sell  the same, or sell  the  DRILLSHIP  in  its
         incomplete state, free of any right or claim of the BUYER.  Such
         sale  of the DRILLSHIP 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) In  the  event of such sale of the DRILLSHIP, the amount of  the
         sale  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 BUYER's default, secondly  to  the
         payment  of  all  costs  and expenses  of  construction  of  the
         DRILLSHIP incurred to the BUILDER less BUYER's Supplies and  the
         installments  already  paid  by  the  BUYER,  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 BUYER 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 BUYER 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 DRILLSHIP, 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  or the Specifications, 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 in the event  that  they
    cannot  agree,  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 Board of Arbitration. 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 arbitrators and/or Umpire shall be final  and
    binding on both parties.

3.  Notice of Award:

         The  award  decision shall immediately be  communicated  to  the
    BUYER 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, the judgement may be entered in any proper court  having
    jurisdiction thereof.

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  DRILLSHIP,  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 (other than BUYER assigning this contract  to
its parent, subsidiary or affiliated company) unless prior consent of the
other  party  is  given in writing, such consent not to  be  unreasonably
withheld, provided however, that subsequent to the payment of the f  irst
installment of the Contract Price, BUYER, upon giving notice  in  writing
to the BUILDER, shall be f reely entitled to assign, in whole or in part,
its rights and obligations under this Contract to any person, company  or
entity  whatsoever.  The notice given by BUYER 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 BUYER 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 and obligations
of  the  assignor  under this Contract and, to the extent  assigned,  the
assignor  shall  have  no further right or obligation  hereunder.  Should
BUYER  assign this Contract, any assignee or subsequent assignee of  this
Contract shall succeed to the rights of the BUYER 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   BUYER's  Supplies  resulting  from   the   failure
  attributable  to the BUILDER in taking all appropriate action  to  have
  such  BUYER's  Supplies  imported into Korea under  bond  for  ultimate
  export with the DRILLSHIP following delivery.

2.   Taxes and Duties Incurred Outside Korea:

    The  BUYER  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  BUYER, except for taxes and duties imposed upon those items (other
  than  BUYER's  Supplies)  to be procured by  or  for  the  BUILDER  for
  construction of the DRILLSHIP which shall be the responsibility of  the
  BUILDER.

(End of Article)


           ARTICLE XV - PATENTS, TRADEMARKS, COPYRIGHTS, ETC.

1.   Patents:
          
          Except  as  to  BUYER's  Supplies, BUILDER  agrees  to  defend,
     indemnify  and hold BUYER 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, BUYER
     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 BUYER or (ii) BUYER'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:
          
          The   BUILDER   retains  all  rights  with   respect   to   the
     Specifications,   and   plans   and  working   drawings,   technical
     descriptions, calculations, test results and other data, information
     and   documents  concerning  the  design  and  construction  of  the
     DRILLSHIP  except  for  such  technical documents  which  have  been
     provided  solely  by  the BUYER or its agents  or  servants  to  the
     BUILDER in connection with design and construction of the DRILLSHIP,
     and  the  BUYER  undertakes therefore not to disclose  the  same  or
     divulge  any  information contained therein to  any  third  parties,
     without  the prior written consent of the BUILDER (such consent  not
     to  be  unreasonably  withheld)  except  where  such  disclosure  is
     necessary  for  usual  operation,  repair  and  maintenance  of  the
     DRILLSHIP.
          
              
              ARTICLE XVI - BUYER'S SUPPLIES
              
1.   Responsibility of BUYER:
     
     (a)  The  BUYER shall, at its own risk, cost and expense, supply and
          deliver to the BUILDER all of the items to be furnished by  the
          BUYER  as  specified in the Specifications (herein  called  the
          BUYER's Supplies) to a first point of arrival (mainly the  port
          of  Pusan,  Korea 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 BUYER's Supplies will  be
          at  the  BUILDER's  risk. Prior to the  transportation  of  the
          BUYER's Supplies within Korea, the BUILDER shall make a  visual
          inspection of BUYER's Supplies and report to BUYER any apparent
          damage to the BUYER's Supplies. BUYER and BUILDER shall inspect
          the  BUYER's  Supplies upon arrival thereof at the Shipyard  to
          determine  whether  the  BUYER'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 BUYER's Supplies is found, or (ii) any damage  to
          the  BUYER's Supplies occurring prior to arrival at  the  first
          point in Korea is found, then all the remedies and replacements
          thereof  are  the  responsibility of the BUYER.  Any  delay  or
          direct  expenses  regarding the construction of  the  DRILLSHIP
          resulting  solely  from BUYER's failure  to  have  the  BUYER's
          Supplies  delivered  in Korea as agreed  herein  shall  be  the
          BUYER's responsibility. Risk of transportation within Korea  to
          the  Shipyard and risk of offloading, uncrating and storage  of
          the BUYER'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 BUYER's Supplies  shall  be  one
          point  eight  percent (1.8%) of the BUYER's Supplies amount  on
          the C.I.F. value basis, which shall be paid by the BUYER to the
          BUILDER  together  with the payment of the  second  installment
          pursuant  to  Article II hereof. In case such BUYER's  Supplies
          are  delivered directly to the Koje Shipyard by the BUYER,  the
          applicable  cost  (rate) shall be reduced to  zero  point  zero
          percent (0.0%)  of the BUYER's Supplies amount on the basis  of
          C.I.F.  value, except BUYER will pay for customs  clearance  or
          any  third  party costs. BUYER's Supplies sent to ports  nearby
          Koje  Shipyard  (like Changsengpo and Okpo)  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  BUYER's  Supplies  to  Koje
          Shipyard. These fees will be charged at actual direct cost. Any
          loss of or damage to the BUYER'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 BUYER'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  BUYER'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  installation  by  the  BUILDER  of  the
          BUYER's  Supplies  in  or  on  the  DRILLSHIP,  the BUYER 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 BUYER,
          without any charge to the BUILDER, shall cause  the  represent-
          atives of the manufacturers of the BUYER's Supplies  to  advise
          the BUILDER in installation thereof in or on the DRILLSHIP.
     
     (c)  Any  and  all of the BUYER'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  Delivery Schedule of the BUYER's Supplies and vendor  data
          shall  be mutually agreed, finalized and settled within  thirty
          (30)  calendar  days  from the date of  contract  signing.  The
          delivery dates agreed to on the Delivery Schedule will  be  the
          dates  BUYER's Supplies are required at first point  in  Korea.
          Should  the  BUYER fail to deliver any of the BUYER's  Supplies
          within  Ten  (10) 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 ten(10)  days,
          incurred  by  the BUILDER. If no delay in the delivery  of  the
          DRILLSHIP  is incurred by the BUILDER, the Delivery Date  shall
          not change.
     
     (e)  If  delay  in  delivery of any of the BUYER's Supplies  exceeds
          thirty(30) days, then, the BUILDER shall be entitled to proceed
          with construction of the DRILLSHIP without installation thereof
          in  or  on the DRILLSHIP as hereinabove provided, and the BUYER
          shall accept and take delivery of the DRILLSHIP so constructed,
          unless such delay is caused by Force Majeure in which case  the
          provision Paragraph 1(d) of this Article shall apply.
     
     (f)  The   insurance  for  the  BUYER's  Supplies  during   storage,
          construction  and installation at the Shipyard is  covered  and
          handled by the BUILDER at its cost and responsibility.

2.   Responsibility of BUILDER:

     The BUILDER  shall  be responsible   for storing and  handling  with
     reasonable  care of the BUYER's Supplies after delivery  thereof  at
     the  Shipyard, and shall, at its Own cost and expense, install  them
     in  or  on the DRILLSHIP, 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  BUYER'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
     BUYER).


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

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

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

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

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

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

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

4.  BUYER's Suppplies Refundment:

          Notwithstanding  anything  else  contained  in  this  Contract,
     BUILDER  agrees that if for any reason whatsoever the  DRILLSHIP  is
     not  delivered  to BUYER, other than as a result of BUYER's  default
     under Article XI of this Contract, then BUILDER shall remit to BUYER
     the full value of all BUYER'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 BUYER and upon BUILDER's request,
     BUYER  will  furnish  BUILDER with reasonable documentation  showing
     BUYER's  cost of BUYER'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 DRILLSHIP,
     the  BUILDER shall, at its own cost and expense, keep the  DRILLSHIP
     and all machinery, materials and equipment delivered to the Shipyard
     for  the  DRILLSHIP  or  built into or  installed  in  or  upon  the
     DRILLSHIP  (except  the BUYER'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  BUYER's
     Supplies in Korea until delivery of the DRILLSHIP, the BUILDER shall
     keep  the  BUYER'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 DRILLSHIP, be an amount at least equal to,  but  not
     limited to, the aggregate of the payments made by the BUYER  to  the
     BUILDER  plus  One  Hundred  Million  United  States  Dollars   (US$
     100,000,000)  to  cover  BUYER's Supplies  in  the  custody  of  the
     Shipyard.
          
          The  policy  referred  to  in this paragraph  for  the  BUYER's
     Supplies shall be taken out in the name of the BUILDER and BUYER, as
     their  interests may appear, and all losses under such policy  shall
     be payable to the BUILDER and BUYER, as their interests may appear.

2.  Application of the Recovered Amounts:

          In  the  event  that the DRILLSHIP shall be  damaged  from  any
     insured cause at any time before delivery of the DRILLSHIP,  and  in
     the further event that such damage shall not constitute an actual or
     constructive  total  loss of the DRILLSHIP, 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  BUYER  shall  accept  the  DRILLSHIP  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  DRILLSHIP  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
       DRILLSHIP,  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 BUYER the full amount of all sums paid  by
       the  BUYER  to the BUILDER as installments in advance of  delivery
       of  the  DRILLSHIP, and deliver to the BUYER all BUYER'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.

  Termination of BUILDER's Obligation to Insure:

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

(End of Article)

                         ARTICLE XVIII - NOTICE

Address:

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

To the BUYER:

R&B Falcon Drilling Co.
Attn: Project Sponsor
901 Threadneedle
Houston, Texas 77079-2902

Facsimile No.: (281)589-5189

To the BUILDER:

Samsung Heavy Industries Co., Ltd.
Dongnam Tower Building 890-25,
Daichi-dong, Kangnam-ku,
Seoul, Korea

Facsimile No.

(822) 3458 7503
(822) 3458 7501

or preferably to its Koje Yard:

Samsung Heavy Industries Co., Ltd.
P.O. Box Gohyun 9
530, Jangpyung-ri,
Sinhyun-up, Koje City,
Kyungnam, Korea

Telex No.: K52213
Facsimile No.: (82558) 632 2160 (Design Department)
               (82558) 636 2560 (Customer Coordination Team)

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 BUYER 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.
     
     In  the  event the refund guarantee has not been issued by  November
14,  1998 and the BUYER provided same, the BUYER shall have the right  to
terminate  the Shipbuilding Contract by written notice to BUILDER  within
five  business  days  thereafter. If the  BUYER  exercises  such  option,
neither  party shall have any liability or obligation to the other  under
this Contract.
     
(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 laws of England.
          
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, then, in each  and
     every  such event, the applicable provisions of this Contract  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 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.

(End of Article)
                  
                  ARTICLE XXI - CONFIDENTIALITY

     BUILDER  and  BUYER  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  f
irst  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.
     
     (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.
     
BUYER:                             BUILDER:
R&B FALCON DRILLING CO.            SAMSUNG HEAVY INDUSTRIES CO., LTD.


By: Andras Bakonyi                 By:
Title: President                   Title:


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

BUYER:                             BUILDER:

R&B FALCON DRILLING CO.            SAMSUNG HEAVY INDUSTRIES CO., LTD.


By: Andras Bakonyi                 By: J.W. Kim
Title: President                   Title: President & C.E.O.



                           EXHIBIT "A"

               LETTER OF REFUNDMENT GUARANTEE NO.

Gentlemen:

     We  hereby open our irrevocable letter of guarantee No. in favour of
R&B  Falcon Drilling Co. (hereinafter called the "BUYER") for account  of
Samsung  Heavy  Industries Co., Ltd. (hereinafter called the  "BUILDER"),
Seoul,  Korea  as  follows in consideration of the shipbuilding  contract
dated  October 14, 1998 (hereinafter called the "Contract") made  by  and
among the BUYER and the BUILDER for the construction of one (1) drillship
composed  of hull part and topside part, having BUILDER's Hull  No.  1300
(hereinafter called the "DRILLSHIP").
     
     If  in  connection with the terms of the Contract  the  BUYER  shall
become entitled to a refund of the advance payment(s) made to the BUILDER
prior  to  the delivery of the DRILLSHIP, we hereby irrevocably guarantee
the  repayment of the same to the BUYER immediately on demand  Twenty-One
Million  Nine Hundred and Fifty Thousand Unites States Dollars  (Say  US$
21,950,000  only) together with interest thereon at the rate  of  8%  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.

     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 BUYER's simple receipt
and  signed statement certifying that BUYER'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
United States Dollars.
     
     This  letter of guarantee shall expire and become null and void upon
receipt  by the BUYER of the sum guaranteed hereby or upon acceptance  by
the  BUYER of delivery of the DRILLSHIP 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  DRILLSHIP  is  delivered  by  the  BUILDER to the BUYER 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 BUYER to the BUILDER or any delay or failure of
the BUYER in enforcing its rights under the Contract.
     
     The  BUYER 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 laws of England.
     
                    Very truly yours,


                          "EXHIBIT B"

                           UNIT RATE


                    EXHIBIT B: UNIT RATE

In connection with the DRILLSHIP Contract for HULL NO. 1300 agreed and
signed  on  October  14,  1998, the Buyer and the Builder agree to the
following consideration for the modifications and variation:

1. Should the variation cost proposed by the Builder is not agreed by
   the BUYER following calculation formula will be applied:

   A. Material                         107% of FOB cost
   B. Labour                           Manhour x Rate
   C. Engineering and Supervision      11% x (A+B)
   D. Overhead                         10% x (A+B+C)

2. Any  other  matters  not contained and/or implied herein should be
   referred the Contract.

3. Applied Man-Hour is attached.

4. Rate to be applied = US $45/hour


d)  Valves (M-H/each) / Insulation (M-H/LINE-M)


Application          A        B         C        D
Diameter(mm)                                
    50           1.7/0.6   2.9/0.8   3.5/0.9  4.5/1.2
   100           1.7/0.8   3.0/0.9   3.6/1.2  4.8/1.5
   150           1.7/0.9   3.0/1.2   3.6/1.5  4.8/2.0
   200           3.0/1.1   4.5/1.2   6.0/1.5  7.5/2.3
   300           4.5/1.5   6.8/2.3   9.4/3.0 12.1/3.8
   450           6.0/1.4  10.8/2.7  13.8/3.6 17.4/4.5
   600           9.0/2.3  16.5/4.1  21.0/5.3 26.1/6.6


e)  Cable Installation (M-H/LINE-M)

Application          A      B       C       D
Out diameter(mm)                          
5-15               0.06   0.08    0.09    0.12
15-30              0.08   0.10    0.12    0.15
30-50              0.09   0.14    0.18    0.23
Greater than 50    0.12   0.20    0.23    0.31


f)  Paintwork for Hullside (M-H/square meter)

Application          In        In Dry Dock
                    Paint  Outside  Inside D/R    Inside
                    Cells    Hull  accommodation   Tank
Blasting/Priming    0.10    0.2        0.3         0.6
Paint application   0.06    0.13       0.15        0.24


Productivity (TOPSIDE)

1. Unit Manhour applied for the progress of Building:

    A. PAU pre-fabrication stage in the shop
    B. PAU Assembly stage on the ground
    C. PAU Assembly on the vessel of the module inside
    D. PAU Assembly on the vessel of module outside

2. Major Manhour

a)   Steelwork (M-H. MT)

Application             A      B       C      D
Drill floor and Sub    52.0    58.5   65.0    74.8
Structure
Modules                48.0    63.0   60.0    69.0
Skid Support,          38.5    43.2   48.0    55.2
Bridge/Crane Truss
and Riser Rack
Miscellaneous steel    60.0    67.6   75.0    86.0
including Handrail,
Ladders, Walkways, etc.


b)  Pipework (M-H/MT)

Application                    A       B       C      D
n.e. 1.5" iameter            125     133     166    185
Over 1.5" n.e.6" Diameter     87      92     115    127
Over 6" Diameter              74      79     98     108


c)  Cable Trays/Ladders (M-H/meter)

Application               A       B       C      D
n.e. 6" Width            0.42    0.50   0.63   0.70
Over 6" n.e. 12" width   0.54    0.72   0.81   0.90
Over 12" n.e.18" width   0.60    0.80   0.90   1.00
Over 18" n.e.24" width   0.72    0.96   1.08   1.20
Over 24" n.e.30" width   0.90    1.20   1.35   1.50
Over 30" Width           1.14    1.52   1.71   1.90


d)  Valves (M-H/each)/ Installation (M-H/meter)

Application          A       B      C       D
Diameter             -     3.36   4.20    4.62
n.e.2"
41'                  -     5.60   7.00    7.70
6"                   -     7.68   9.60    10.56
8"                   -     8.40   10.50   11.55
101,                 -     11.28  14.10   15.51
12"                  -     13.60  17.00   18.70
16"                  -     17.84  22.30   24.53
20"                  -     20.96  26.20   28.82
24"                  -     26.40  33.00   36.30
                                    
e)  Cable Installation (M-H/meter)

Application                A       B        C          D
n.e. 4mm2                        0.16     0.16       0.16
Over 4mm2 n.e. 10mm2       -     0.16     0.16       0.23
Over 10mm2 n.e. 25mm2      -     0.23     0.30       0.43
Over 25mm 2 n.e. 40mm2     -     0.30     0.43       0.56
Over 70mm2 n.e. 110mm2     -     0.56     0.85       0.98
Over 110mm2 n.e.150mm2     -     0.69     0.98       1.25
Over 150mm2 n.e. 225mm2    -     0.85     1.25       1.41


f)  Paintwork (M-Wsquare meter)

Application       Over 500   n.e.500    Small
                     mm        nun      piece
                    Depth     Depth   Inside of
                                         tank
Blasting/Priming    0.358     0.416     0.708
Paint application   0.057     0.065     0.098
per coat


                          "EXHIBIT 2"

                     BUYER'S SUPPLIES LIST


             SHI HN1300 (S4M) OFE   
                                                           Primary
  AFE No.    Equipment                P8 Vendor   P8   PM    Eng   comment
                                                  P.O. No.  
             002- Marine Systems:
 002-001.1   Bulk Air Pressure Reducing           TBA   255  NDH    
             Stations, 40psi & 60psi
 002-002.1   Cascade Air Compressor
              & SCBA's                            TBA   257  NDH    
 002-003.1   Central Hydraulic Unit
              & Filters                           TBA   299  SAL    
 002-003.2   Hydr./Pneu. Power Packs
             (General Purpose)                    TBA   299  SAL    
              Purpose)
 002-004.1   Deck Crane 40 T,         Amclyde    8P011  249  NDH    
             120' boom (Port Fwd)
 002-004.2   Deck Crane 80 T, 120'    Amclyde    8PO11  249  NDH    
             boom (Sth Fwd)
 002-004.3   Deck Crane 80 T, 140'    Amclyde    8P011  249  NDH    
             boom) (Sib Aft)
 002-004.4   Deck Crane 80 T,         Amclyde    8P011  249  NDH    
             120'boom (Port Aft)              
 002-004.5   Deck Crane 40 T,         Amclyde    8P011  249  NDH    
             120'boom (Aft Stem)              
 002-006.1   Fenders                  Yokahama   TBA    375  NDH    
 002-007.1   Driller's Intercom       Nautronix  8P015  156  JJM         1
 002-007.3   Emergency Acoustic       Nautronix  8PO15  164  JJM        3,4
             BOP Equipment
 002-007.5   Position Reference       Nautronix  8P015  164  JJM
             Equipment                        
 002-007.6   Compasses and autopilot  Nautronix  8PO15  164  JJM    
 002-007.7   GPS Receiver             Nautronix  8PO15  164  JJM    
 002-0071    Wi; speed                Nautronix  8PO15  173  JJM    
 002-007.10  Environmental            Nautronix  8PO15  173  JJM    
             Sensors
 002-007.11  Weather Fax              Nautronix  8PO15  173  JJM    
 002-007-12  Training Simulator       Nautronix  8PO15  181  JJM
             and Software
 002-007.13  Engine Control Desk      Nautronix  8PO15  181  JJM         1
 002-007-14  Bridge Control Desk      Nautronix  8PO15  181  JJM         1
 002-007-15  Single Operator          Nautronix  8PO15  181  JJM    
             Control Console
 002-007.16  Dynamic Positioning      Nautronix  8PO15  181  JJM         1
             System
 002-007.17  Peripheral Equipment     Nautronix  8PO15  181  JJM         1
 002-007.18  Dual Operator            Nautronix  8PO15  181  JJM    
             Control Console
 002-007.19  Thruster Control Console Nautronix  8P015  181  JJM    
 002-007.20  Uninterruptible Power    Nautronix  8PO15  246  JJM         1
             Supplies (UPS)
 002-007.21  Radar Plants             Nautronix  8P015  345  JJM    
 002-007.22  Navigation Sounder       Nautronix  8P015  346  JJM    
 002-007.23  Round Robin (part of     Nautronix  8PO15  347  JJM    
             auto telephone)
 002-007.24  Public address           Nautronix  8PO15  347  JJM         1
 002-007.25  Automatic Telephone      Nautronix  8PO15  347  JJM         1
 002-W7.26   Air Band VHF, Radio      Nautronix  8PO15  348  JJM    
             Beacon
 002-007.27  Radio Life-saving        Nautronix  8PO15   348  JJM    
             Equipment
 002-007.28  Radio Plant              Nautronix  8PO15  349  JJM    
 002-008.1   Thrusters         Aquamaster-Rauma  8POO8  360  JJM      from P6
 002-008.2   Thruster Nozzles  Aquamaster-Rauma  8POO8  360  JJM    
 002-009.1   Thruster Drives       ABB Industry  8P002  360  JJM    
 002-010.1   Thruster Fittings  Aker Mantyluoto  8PO48  360  JJM  1 confirmw/SHl
 002-011.1   Thruster Stand-by Aquamaster-Rauma  8PO58  360  JJM    
             Automation System   
 002-011.2   Thruster Steering Aquamaster-Rauma  8P058  360  JJM    
             Pumps               
 002-012.1   Thruster Launching     Hollming Oy  8PO64  360  JJM    
             Plates & Domes      
 002-013.1   Thruster AC-DC    Aquamaster-Rauma  8P085  360  JJM    
             Converters          
 002-014.1   Lifeboats & Davits   Schat-Harding  8PO49  301  NDH    

1 - Eng'n Req'd
2 - BFE
3 - No Effect to SHI
4 - May be Deleted           13 October 1998              ds4m-ofe



               SHI HN300 (DS4M) OFE   
                                                      Primary
   AFE No.     Equipment          P8 Vendor  P8     PM  Eng     Comment
                                             P.O.   No.
               003 - BOP,                                        
               Diverter, & Choke
               Systems:
   003-0011    High Pressure      Shaffer    SP014  135 MNA     
               Test Pump for BOP
   003-0012    18-3/4 15,0000     Cameron    8PO46  135 MNA         3
               WP. 'TL" BOP       (P6)
               Stack System
  003-001.3    Lower Riser        Cameron    8PO46  135 MNA         3
               Package for 18-    (P6)
               3/4" 15MX WP.
  003-001.4    BOP Test Stump &   ABB Vetco  8PO56  135 MNA     
               Mandrel            Gray
003-001.5 1    BOP Stack          ABB Vetco  8PO56  135 MNA         3
               Wellhead           Gray
               Connector
  003-001-6    Gauge sys. &       Houston    SP060  135 RLH     
               chart recorder     Digital
               f/BOP test pump
  003-001.7    LMRP Test Stump &  ABB Vetco  8P078  135 MNA     
               Mandrel            Gray
  003-001-8    LMRP Connector     ABB Vetco  8PO78  135 MNA         3
                                 Gray
  003-002.1    Multiplex Subsea   ABB Seatec 8P010  139 RLH     
               BOP Control
               System:
  003-002.2    Hot Line Hose      Sea"       8P073  139 RLH     
  003-002.3    -Hot Line Storage  Beattie    8P073  139 RLH     
               Reel
   003-M.4     Mux cable clamps   All-Points 8P079  139 RLH         3
  003-002.5    Spare mux cable    ABB Seatec 8PO81  139 RLH         3
  003-003.1    BOP Cart           SMST       8P051  142 SAL         1
  003-003.2    Hydraulic          SMST       8P051  142 SAL         1
               Cylinders
  003-003,3    BOP Skid Rails     SMST       8PO51  142 SAL         1
  003-003.4    BOP Support Pads   SMS        8P051  142 SAL         1
   003-OW.5    BOP Skidding       SMST       8PO51  142 SAL         1
               Jacks
  003-003.6    BOP Handling       SMST       8PO51  142 SAL         1
               Cranes
  003-003.7    BOP                SMST       8PO51  142 SAL         1
               Transportation
               System
  003-003.8    Fivdraulic         SMST       8PO51  142 SAL         1
               Control Console
  003-003.9    Cart, Foward       SMST       8P051  142 SAL         1
               Moonpool
               Au)dliary
  003-M. 10    BOP Handling       SMST       8P051  142 SAL         1
               Trolleys                       
  003-003-11   Hvdraulic Power    SMST       8PO51  142 SAL         1
               Unit
  003-00112    BOP Bulkhead                   TBA   142 SAL     
               Guidance
  003-004.1    Drilling Choke     QOP        8PO43  140 SAL     
               Remote Panel
  003-004.2    Choke And Kill     OOP        8PO43  140 SAL     
               Manifold
  003-005.1    Diverter Control   ABB Seatec 8P010  138 DS4         1
               System                         
  003-005.2    Diverter Insert    Hydril     8PO38  138 DS4         3
  003-005.3    Diverter Insert    Hydril     8PO38  138 DS4     
               Storage Base
  003-005.4    Diverter Handling  Hydril     8PO38  138 DS4         3
               Tools Etc.
  003-005.5    Diverter Upper     Hydril     SP038  138 DS4         3
               Fle4oint
  003-005.6    Diverter Valves    Hydril     SP038  138 DS4     
  003-005.7    Diverter Housing   Hydril     8PO38  138 DS4     
  003-005.8    Check Valve        Hydril     SP084  138 DS4     
               F/Diverter System
  003-005.9    Diverter Selector              TBA   138 DS4     
               / Deflector Valve

 1 - Eng'n Req'd
 2 - BFIE
 3 - No Effect to SHI
 4 - May be Deleted             13 October 1998                      ds4m-ofe



             SHI HN1300  (DS4M) OFE   
                                                        Primary
  AFE No.    Equipment            PS Vendor  PS      PM   Eng.    Comment
                                             P.O.    No. 
             004 - Marine Riser System:
  004-0011   Riser Hi2h Angle                 TBA  144  DS4        3
            Intermediate Flex Joint
 004-001.2   Riser Hangoff Tool Joint         TBA  144  DS4        3
 004-001.3   Riser Gas Handler                TBA  144  DS4        3
 004-001.4   Riser Lower Flex                 TBA  144  DS4        3
            Joint
 004-001.5   Standard Joints,     Vetco      SP037 144  DS4        3
            Bare ClassF, 1340ft
 004-001.6   Standard Joints,     Vetco       8PW7 144  DS4        3
            Buoyant Class'F,
            86x9Oft
 004-001.7   Standard Joints,     Vetco      8P,03 144  DS4        3
            Bare Class'H',                    7
            l8x90ft
 004-001.8   Automatic riser fill-Vetco      8PO37 144  DS4   
            up valve
 004-001.9   Riser Spider and     Vetco       8PW7 144  DS4   
            gimbal
 004-001 -   Riser Termination    Vetoo      SP037 144  DS4        3
     10      Joint
 004-001.11  Joint Telescopic     Vetco      8PO37 144  DS4   
            with Riser Tension
            Ring, 2 pcs
 004-001.12  PupJoi               Vetco      8PO37 144  DS4        3
            50,40,30,20,i5,iOand
            5fts
 004-001.13  Riser Adapter Joint  vetco       8PW7 144  DS4        3
 004-001-14  Riser Crossover      Vetco      8PO37 144  DS4        3
            Joints
 004-001.15  Marine Riser         Vetco      SP037 144  DS4        3
            Handling Tools
 004-003.1   Buoyancy for the     Emerson    8PO42 144  DS4        3
            standard hser joints Cuming
 004-004.1   Crown Block          Shaffer    8P007 104  DS4   
 004-004.2   Active Heave System  Shaffer    8P007 ill  DS4   
 004-004.3   Pressure Air         Naptech     Wool 144  DS4   
            Accumulators 5Ox344
 004-004.4   Crown Mounted Heave  Shaffer    SP007 145  DS4   
            Motion Compensator
 004-004.5   Riser Anti-Recoil    Shaffer    8P007 145  DS4   
            System
 004-004.6   Direct Hydraulic     Shaffer    SP007 145  DS4   
            Control Console
            Assembly
 D04-004.7   Sheaves              Shaffer    8P007 145  DS4   
 004-004.8   Electrically Powered Shaffer    8POO7 145  DS4   
            Hydraulic Charge
            Pump
 004-004.9   Hydraulic Power Unit Shaffer    SPOO7 145  DS4   
 004-004-10  Remote (System       Shaffer    8P007 145  DS4   
            Master) Junction Box
 004-004.11  Riser Tensioners     Shaffer    8P007 145  DS4   
 004-004.12  Main Barrier Panel   Shaffer    SP007 145  DS4   
 004-004.13  Riser Tensioner      Shaffer    8P007 145  DS4   
            Control Panels
 004-004.14  Operator (Master)    Shaffer    8P007 145  DS4   
            Control Console
 004-004.15  Wire Lines For       Holloway/  SP035 145  DS4   
            Tensioners            Houston
 004-004.16  Tensioner Wire Rope  Amclyde    8PO44 145  DS4   
            Grips
 004-W4.17   Air Dryer            Hamworthy  8PO25 258  DS4   
 D04-004.18  High Pressure        Hamworthy   TBA  259  DS4   
            Filters              
 004-004.19  HP Air Compressor    Hamworthy   W025 259  DS4   
                                 
 004-005.1   Riser Centralizer                     150  SAL   
            System
                                                                
  1 - Eng'n Req'd
  2 - BFE
  3 - No Effect to SHI
  4 - May be Deleted             13 October 1998               ds4m-ofe


              SHI HN1300 (DS4M) OFE   
                                                         Primary
   AFE No.    Equipment            P8 Vendor   P8    PM    Eng.   Comment
                                               P.O.  No.  
              OOS - Hoisting & Rotating System:
  005-001,1   Drilling Dernck      Dreco      8P005  103    SAL   
  005-001.2   Drilling Derrick     Dreco      8POO5  103    SAL   
             Piping
  005-001.3   Drilling Derrick     Dreco      8POO5  103    SAL   
             Electrical Wiring
  005-002.1   Travelling Block     Shaffer    8PO31  105    DS4   
  005-004.1   Drawwork's Brake     Emsco      8P003  338    SAL   
             Water Coating
             Package
  005-004.2   Drawworks Auto       Emsco      8P003  108    SAL        1
             Block Control
             System
  005-004.3   Rotary Table         Emsco      8P003  122    SAL   
  005-004.4   Drawworks Machinery  Emsoo      8P003  108    SAL   
             With El Motors
  005-004.5   Dead Line Anchor     Emsm       SP003  110    SAL   
  005-004.6   Insert Bowls         Emsco      8POO3  124    SAL        3
  005-004.7   Insert BovAs For     Emsco      8POO3  124    SAL        3
             Casings
  005-004.8   Mud Pumps With El    Emsco      8POO3  212    SAL   
             Motors
  005-005.9   Drilling Line        Emsco      SP034  107    SAL   
  005-008.1   Kelly Drive                      TBA   128    DS4        3
             Bushings & Spares
  005-009.1   Top Drive Retract    Varco      8POO6  128    SAL   
             Dolly Assembly
  005-0092    Too Drive & Motor    Varco      8POO6  128    SAL   
             Assembly
  005-009.3   Counterbalance       Varco      8P006  128    SAL   
             Assembly                         
  005-009.4   Rotating Hook        Varco      8POO6  128    SAL   
             Adapter
  005-OD9.5   Pipe Handlers        Varco      8POO6  128    SAL   
   005-M.6    Adaptor Kits, 3 Pcs  Varco      8POO6  128    SAL   
  005-009.7   Top Drive Parking    Varco      SPOO6  128    SAL   
             System
  005-009,8   Service Loops &      Varco      8POO6  128    SAL   
             Termination Kit
  005-009,9   Control System Less  Varco      8POO6  128    SAL   
             Driller'S Console
  005-M. 10   Hook                 Varco      8POO6  106    SAL        3
 005-009.11   Retractable Dolly    Varco      8POO6  128    SAL   
             And Dolly Guide
  005-010.1   Derrickman's Escape  Charter    8PO16  211    DS4   
             Device
  005-011.1   Elevator For         Emscor     8PO68  268    DS4   
             Derrick Man          Champion
  005-011.2   Spares For Derrick   Emscor     8PO69  268    DS4   
             Man's Elevator       Champion
  005-012A    Drill Line Stand                 TBA   107    SAL   
  005-013.1   SvAvel (Required W               TBA   127    SAL   
             Top Drive) For Park
                                                                 
              006 - Downhole Drill String & Tools:
  006-001.1   Drill Pipe &         Woodhouse  8PO57  271    DS4        3
             Acoessories
  006-002.1   Pon Collars          Technofor  8PO59  273    DS4        3
  006-002.2   Hvy. Wate, Drill     Technofor  8PO59  273    DS4        3
             Pipe
  006-OW.3    Drill Collars and    Technofor  SP059  273    DS4        3
             Accessories
  006-002.4   Drill Pipe Pup       Technofor  8PO59  271    DS4        3
             joints
  006-003.1   Sub and Lift Plugs   GRANT       TBA   272    DS4        3
  006-OM.2    Lifting subs &       Gotco       TBA   272    DS4        3
             Pump4n subs
  006-003.3   Keltv saver subs     Waters      TBA   125    DS4        3
  006-003.4   Subs                 Smith Int. 8PO61  272    DS4        3
  006-004-1   Kelly valves         Waters      TBA   141    DS4        3
  006-004.2   Baker float valves   Charter    8PO17  141    DS4        3
             and repair kits
  006-005.1   Fishing Tools        Gotco      8PO53  281    DS4        3
  006-005,2   Fishing Tools        Gotco      8P054  281    DS4        3
  006-005.3   Fishing Tool Spares  Gotco      8PO62  281    DS4        3
  006-005.4   Fishing Tool Spares  Gotco      SP063  281    DS4        3
   006-M.1    Kel!y Spinner        Waters      TBA   290    DS4   
  006-007.1   Bit breakers,        R&R        8PO30  141    DS4        3
             calipers & inside
             BOP valves
  006-008.1   Casing Scrapers      Mid-       8PO29  278    DS4        3
                                 Continent
  006-009.1   Kelly 6"             Waters      TBA   125    DS4        3
                                                                 

1 - Eng'n Req'd
2 - BFE
3 - No Effect to SHI
4 - May be Deleted             13 October 1998                   ds4m-ofe


             SHI HN1300 (DS4M) OFE   
                                                        Primary
  AFE No.    Equipment             P8 Vendor  P8     PM   Eng.    Comment
                                              P.O.   No.  
             OO7 - Hoisting & Rotating System:
 005-001,1   Dfillinq Dernck       Dreco      8P005  103   SAL  
  005-W1.2   Drilling Derrick      Dreco      8POO5  103   SAL  
            Piping
 005-001.3   Drilling Derrick      Dreco      8POO5  103   SAL  
            Electrical Wiring
 005-002.1   Travelling Block      Shaffer    8P031  105   DS4  
 005-004.1   Drawwork's Brake      Emsco      8P003  338   SAL  
            Water Coating
            Package
 005-004.2   Drawworks Auto Block  Emsco      8P003  108   SAL       1
            Control System
 005-004.3   Rotary Table          Emsco      8P003  122   SAL  
 005-004.4   Drawworks Machinery   Emsoo      8P003  108   SAL  
            With El Motors
 005-004.5   Dead Line Anchor      Emsco      SP003  110   SAL  
 005-004.6   Insert Bowls          Emsco      8P003  124   SAL       3
 005-004.7   Insert BoWs For       Emsco      8POO3  124   SAL       3
            Casings
 005-004.8   Mud Pumps With El     Emsco      8POO3  212   SAL  
            Motors
 005-005.9   Drilling Line         Emsco      SP034  107   SAL  
 005-008.1   Kelly Drive Bushings              TBA   128   DS4       3
            & Spares
 005-009.1   Too Drive Retract     Varco      8POO6  128   SAL  
            Dolly Assembly
  005-0092   Top Drive & Motor     Varco      8POO6  128   SAL  
            Assembly
 005-009.3   Counterbalance        Varco      SPOO6  128   SAL  
            Assembly
 005-009.4   Rotating Hook Adapter Varco      8POO6  128   SAL  
 005-OD9.5   Pipe Handlers         Varco      8POO6  128   SAL  
 005-009.6   Adaptor Kits, 3 Pcs   Varco      8POO6  128   SAL  
 D05-009.7   Top 0 Parking System  Varco      8POO6  128   SAL  
 005-009,8   Service Loops &       Varco      8POO6  128   SAL  
            Termination Kit
 005-009,9   Control System Less   Varco      8POO6  128   SAL  
            Driller'S Console
 005-M. 10   Hook                  Varco      8POO6  106   SAL       3
 005-009.11  Retractable Dolly     Varco      8POO6  128   SAL  
            And Dolly Guide
 005-010.1   Derrickman's Escape   Charter    8PO16  211   DS4  
            Device
  00"11.1    Elevator For Derrick  Emscor     8PO68  268   DS4  
            Man                   Champion
 005-011.2   Spares For Derrick    Emscor     8PO69  268   DS4  
            Man's Elevator        Champion
  005-012A   Drill Line Stand                  TBA   107   SAL  
 005-013.1   Swivel (Required W                TBA   127   SAL  
            Top Drive) For Park
                                                               
             006 - Downhole Drill                              
            String & Tools:
 006-001.1   Drill Pipe &          Woodhouse  8PO57  271   DS4       3
            Acoessories
 006-002.1   Pony Collars          Technofor  8P059  273   DS4       3
 006-002.2   HvY. Wate Drill Pipe  Technofor  8PO59  273   DS4       3
 006-002.3   Drill Collars and     Technofor  SP059  273   DS4       3
            Accessories
 006-002.4   Drill Pipe Pup        Technofor  8PO59  271   DS4       3
            joints
  006-OW.1   Sub and Lift Plugs    GRANT       TBA   272   DS4       3
 006-003.2   Lifting subs &        Gotco       TBA   272   DS4       3
            Pump4n subs
  006-M.3    Kelly saver subs      Waters      TBA   125   DS4       3
  006-W3.4   Subs                  Smith Int. 8PO61  272   DS4       3
 006-004-1   Kelly valves          Waters      TBA   141   DS4       3
 006-004.2   Baker float valves    Charter    8PO17  141   DS4       3
            and repair kits
 006-005.1   Fishing Tools         Gotco      8P053  281   DS4       3
 006-005,2   Fishing Tools         Gotco      8P054  281   DS4       3
  006-M.3    Fishing Tool Spares   Gotco      8PO62  281   DS4       3
 006-005.4   Fishing Tool Spares   Gotco      SP063  281   DS4       3
 006-006.1   Kel!y Spinner         Waters      TBA   290   DS4  
 006-007.1   Bit breakers,         R&R        8P030  141   DS4       3
            calipers & inside
            BOP valves
 006-008.1   Casing Scrapers       W-         8P029  278             3
                                 Continent
 006-009.1   Kelly 6"              Waters      TBA   125   DS4       3
                                                               

1 - Eng'n Req'd
2 - BFE
3 - No Effect to SHI
4 - May be Deleted             13 October 1998                   ds4m-ofe


            SHI HN1300 (DS4M) OFE   
                                                        Primary
  AFE No.   Equipment              P8 Vendor   P8   PM    Eng    Comment
                                               P.O. No.
            007 - Pipe Handling Tools & Equipment:
007-001.1   PowerTongs             Va rco     8POO4 292   SAL        1
007-0012    Main Deck Pipe Hoist   Varco      8P004 297   SAL        1
           / Conveyor
007-001.3   Conveyor for           Varco      8POO4 297   SAL        1
           Drillpipe
007-001A    Easy Torque            Varco      8POO4 288   SAL        1
007-001.5   Iron Roughneck Track   Varco      8POO4 294   SAL        1
           & Turntable
007-001.6   Iron Roughneck         Varoo      8POO4 294   SAL        1
007-001.7   Mousehole Spiders      Varco      8POO4 286   SAL        1
007-001.8   Pipe Racking System    Varco      8POO4 296   SAL        1
           Custom Bellyboard
007-001.9   Pipe Racking System    Varco      8POO4 296   SAL        1
           Custom Fingerboard
007-001.10  Casing Iron Roughneck  Varco      8POO4 294   SAL        1
007-001.11  Conveyors for Riser    Varoo      8POO4 151   SAL        1
           and Casing, 60' and
           100'
007-001.12  RBS, Raised Backup     Varco      8POO4 296   SAL        1
           System
007-001.13  Pipe Racking System,   Varco      8POO4 296   SAL        1
           PRS-6i, 2 units
007-003.1   Casing Stabbing Board  Dreco      8POO5 295   SAL   
007-004.1   Crane, Drill Pipe                  TBA  249   SAL   
           Knuckle Boom
007-004.2   Riser Handling Gantry  SMST       8P050 151   SAL        1
           Crane - Casing
           Spreader Bar
007-004.3   Riser Handling Gantry  SMST       8PO50 151   SAL        1
           Crane
007-004.4   Riser Handling Gantry  SMST       8PO50 151   SAL        1
           Crane - Riser areader
           Bar
007-005.1   Mousehole & Rathole                TBA  296   SAL        2
007-007.1   Tubing Spider          Cavins      TBA  286   OS4   
007-W7.2    Casing Elevators 30"   Gray Eng.  8PO24 285   DS4        3
007-007.3   Casing Elevators 16"   Gray Ena-  8P024 285   DS4        3
           SO
007-WT4     Spinning Wrench        Gray Eng.  8PO24 291   DS4        3
007-007,5   Spinning Wrench        Gray Eng-  8PO24 291   DS4        3
           Spares
007-007.6   Elevator Links         Varco      8PO39 282  DS.4        3
007-0077    Drill Collar Clamps    Varco      8PO74 287   DS4        3
007-007.8   Drill Collar Slips     Varco      8P074 287   DS4        3
007-007.9   Drill Pipe Slips       Varco      8PO74 287   DS4        3
007-007.10  Drill Pipe and Tubing  Varco      8PO74 283   DS4        3
           Elevators
007-007.11  Sincle Elevators       Varoo      8P074 283   DS4        3
007-007.12  Drill Collar Elevator  Varco      8P074 283   DS4        3
007-007.13  Casing levators/       Varoo      8P074 286   DS4        3
           Spiders
007-007.14  Casing Elevators/      Varco      8PO74 286   DS4        3
           Spiders
007-007.15  Slips                  Varco      8PO74 287   DS4        3
007-007.16  Casing Tongs           Varoo      8PO75 292  DS,4        3
007-007.17  Drill Pipe & Drill     Varoo      8PO75 289   DS4        3
           Collar Rotary Tongs
007-007.18  1000 ton links         Varco      8PO76 283   DS4        3
007-007.19  1000 ton elevators     Varco      8PO76 283   DS4        3
007-009.1   Air Winches -          Industrial 8PO26 261   DS4   
           Moonpool               Air
007-009.2   Air Winches - Decks    Industrial SP026 261   DS4   
                                 Air
007-009.3   Air Winches - Derrick  Industrial -YP-          DS4   
           Fingerboard            Air        026
F0-07-009.4 Air Winches -          Industrial 8PO26 261   DS4   
           Drilltor               Air

A - Eng'n Req'd
2 - BFE
3 - No Effect to SHI
4 - May be Deleted             13 October 1998                   ds4m-ofe


             SHI HN1300 (DS4M) OFE   
                                                        Primary
  AFE No.    Equipment            P8 Vendor  P8     PM   Eng      Comment
                                             P.O.   No.  
                                                                
             008 - Circulating System, Mud & Cement:
 008-002.1   Stand Pipe Manifold  OPR        8PO21  217    NDH   
 008-003.1   Desander Pumps       Halco      8PO41  333    NDH   
 008-003,2   Desifter Pumps       Halco      8PO41  333    NDH   
 008-003.3   Mud Mixing Pumps     Halco,     8PO41  334    NDH   
 008-003.4   Degasser Pump        Halco      8PO41  333    NDH   
 008-003.5   Hoppers              Halco      8PO41  334    NDH   
 008-003.6   Trip Tank Pump       Halco      8PO41  332    NDH   
 008-003.7   Mud Cleaner gumps    Halco      8PO41  333    NDH   
 008-003.8   Mud Charge Pumps     Halco      8PO45  336    NDH   
 008-003.9   Turboshear Pumps     Halco      8PO45  333    NDH   
 008-003.10  Brine Pump           Halco      8PO45  343    NDH   
 008-00311   Oil Pump For Mud     Halco      8PO45  343    NDH   
             (Base Oil)                      
 008-004.1   Mud Buckets       DoubleLife    8PO23  228    NDH        3
 008-007.1   Low Pressure Mud     Brandt     8PO40  215    NDH   
             Guns
 008-007.2   Shaker With          Brandt     8PO40  224    NDH   
             Desilter Cones
 008-007.3   Mud Gas Separator    Brandt     8PO40  226    NDH   
             (Poor Boy)
 008-007.4   Shaker With          Brandt     8PO40  223    NDH   
             Desander Cones
  ON-007.5   Bug Blowers          Brandt     8PO40  235    NDH   
 008-007.6   Degasser             Brandt     8PO40  226    NDH   
 008-007.7   Shale Shakers        Brandt     8PO40  222    NDH   
 008-007.8   Mud Pit Agitators    Brandt     8PO40  215    NDH   
 008-007.9   Gumbo Box            Nu-Tec     8P052  158    NDH   
  008-ON.1   Flowfine Degasser                TBA   226    NDH   
 008-009.1   High Pressure      Specialties  8PO55  229    NDH        1
             Flexible Hoses       
 008-009.2   Moon Pool (C+K)    Specialties  8P055  229    NDH        1
             Hoses                
 008-009.3   Moon Pool (gas     Specialties  8PO55  229    NDH        1
             handler) Hoses       
 008-009.4   Moon Pool          Specialties  8PO55  229    NDH        1
             (hydraulic) Hoses    
 008-009.5   Moon Pool (booster)Specialties  8PO55  229    NDH        1
             Hoses                
 008-009.6   Rotary Hoses (See  Specialties  8P055  229    NDH        3
             Top Drive Service    
             Loops)
 008-009,7   Cement Hoses       Specialties  8PO55  229    NDH        3
 008-009.8   Clamp, API#6,                    TBA   229    NDH        3
             Cement Hose
 008-009.9   Clamp, API#6,                    TBA   229    NDH        3
             Moonpool Drape C&K
 008-009.10  Clamp, AP186,                    TBA   229    NDH        3
             Moonpool Drape Gas
             Handler
 008-009.11  Clamp, API#6,                    TBA   229    NDH        3
             Moonpool Drape Mud
             Boost
 008-009.12  Clamp, AP#6,                     TBA   229    NDH        3
             Moonpool Drape
             Rigid Conduit
 008-010.1   Chiksan Joints       R&R        8PO32  217    NDH        3
 008-011.1   Bulk Tank, 4,000                 TBA   214    SAL   
             ftA3 Storage, 10 ea.
 008-011.2   Bulk Tank, 1,000                 TBA   214    SAL   
             ftA3 Cement Surge,
             2 ea.
 008-011.3   Bulk Tank, 120 ftA3              TBA   214    SAL   
             Bentonde/Barite
             Surge, 4 ea.
 008-011.4   Bulk Control System              TBA   214    SAL   
 008-012.1   Manifold, Pumproom               TBA   217    SAL   
             HP Mud Discharge,
             7500 psi
                                                                
             009 - Quarters, Safety, Utilities, & Drilling Support:
 009-001.1   Computers (network   PC 2000    8PO65  368    JJM        1
             PC's)
 .009-002.1   Onboard-NAPA         Na         8PO80  368    NDH        1
             Computer System
 009-003.1   Safety Equipment,                TBA   311    NDH   
             Life Saving & Fire
             Fighting
 009-003.2   Safety Equipment,                TBA   311    NDH   
             Hospital & Medical
             Supplies
 009-004.1   Mathey Wireline      Charter    8P018  364    DS4   
             Unit                             
 009-005.1   Forklift             Action     8PO19  378    NDH        3
                                 Handling
 009-006.1   Welding & Cutting                TBA   263    JJM   
             System
 009-008.1   Hand tools f/sub sea Snap-On    8P086  396    DS4        3
 009-008.2   Hand tools f/sub sea Snap-On    SP087  396    DS4        3
 009-008.3   Supplies f/sub sea   GrainQer   8P088  396    DS4        3
             shop
 009-008.4   Supplies f/sub sea   R&R        SP089  396    DS4        3
             shop
 009-008.5   Lifting Hoists,                  TBA   396    DS4        3
             Chain Fall & Lever
 009-009.1   Trash Compactor                  TBA   370    NDH   

1 - Eng'n Req'd
2 - BFE
3 - No Effect to SHI
4 - May be Deleted             13 October 1998                  ds4m-ofe



            SHI HN1300 (DS4M) OFE 
                                                          Primary
  AFE No.   Equipment              P8 Vendor   P8     PM     Eng.   Comment
                                               P.O.   No.
            010 - Power Generation & Electrical:
 010-002.1  Current Transformers   M&I        8P070   237    JJM       1
                                 Electic
 010-003-1  Automation Equipment   0MC        8PO83   181    JJM       1
           for Diesel Aggregates
 010-003.2  11 kV Main             0mC        8PO83   232    JJM  
           Switchboard
 010-003.4  460 V Main             0MC        8PO83   232    JJM  
           Switchboard
 010-003.6  Thyristor Main         0MC        8PO83   232    JJM  
           Switchboard 600
           VAC850 VDC
010-003.12  460 V Emergeney        0MC,       8PO83   233    JJM  
           Switchboard
010-003.13  Group Starters         0MC        8PO83   234    JJM       1
           (MCC's)
010-003.15  Main Transformers      0MC        8PO83   237    JJM  
010-003.16  Ship Service           0MC        8PO83   237    JJM  
           Transformers
 010-004.1  Power Management       Nautronix  8PO67   181    JJM       1
           System
 010-005.1  Diesel Aggregates      Wartsila   8P009   201    JJM       1
 010-006.2  Generators             Wartsila   8POO9   230    JJM  
 010-006.1  Fuel Oil Separator     Wes1falia  8P022   340    JJM  
 010-006.2  Lube Oil Separators    Westfalia  8P022   340    JJM  
 010-007.1  Heat Recovery Fresh    Drexel     8PO20   328    JJM  
           Water Generator
                                                                 
            011 - Instrumentation, Communication, & Control Systems:
 011-001.1  Acoustic Doppler                   TBA    173    NDH       4
           Current Profiler
           (ADCP)
 011-001.2  ADCP Winch & Running               TBA    173    NDH       4
           Gear
 011-004.1  Driller's Cabins, 2    Hftec      SP066   156    JJM       1
           each
 011-004.2  Interfaces             Hitec      8PO66   156    JJM       1
 011-004.3  Drilling Control       Hitec      8PO66   156    JJM       1
 011-004.4  Control Modules (SDI,  Hitec      OP066   156    JJM       1
           Sensors, Chairs)
                                                                 
            Third Party Supplied Items:
 999-999.1  Electric Well Logging  Client      TBA    380    DS4       1
           Equipment              Provided
 999-999.2  ROV Equipment and      Client      TBA    382    DS4       1
           Systems                Provided
 999-999.5  Mud Logging Equipment  Client      TBA    381    DS4  
                                 Provided
 999-999.6  BumerBoorn             Client      TBA    383    DS4       1
                                 Provided
 999-999.7  Well Testing           Client      TBA    383    DS4       1
           Equipment              Provided
 999-999.8  Cementing Unit         Client      TBA    384    DS4       1
                                 Provided
                                                                 

I - Eng'n Req'd
2 - BFIE
3 - No Effect to SHI
4 - May be Deleted            13 October 1998                   ds4m-ofe



                               "EXHIBIT 3"

                      Builder's Approved Vendor List


SAMSUNG                                 CONOCO/R&B Drillship (tk9603.ML2)
-------------------------------------------------------------------------
EQUIPMENT               MANUFACTURER
-------------------------------------------------------------------------
Paint              HEMPEL                        Korea
                   JOTUN                         Korea
                   IPK                           Korea
                   SIGMA                         Korea
                   DEVOE                         Korea

I-C.C.P            WWI                           Korea
                   ELECTROCATALYTIC              U.S.A.

Marine Growth      JOTUN                         Norway
Preventer System   WWI                           Korea
                   DEVOE                         U.S.A.
                   INTERNATIONAL                 U.S.A.

Cargo Oil Pump     SHINKO                        Japan
                   NANIWA                        Japan

Inert Gas Plant    KVAERNER MOSS                 Norway
                   GADE11US                      Japan
                   MARITIME PROJECTION           Norway

Cargo Tank Level   
Gauge              SAAB                          Sweden
                   BERGAN                        U.S.A.

Fire Detecting
System             SALWICO                       Sweden
                   AUTRONICA                     Norway
                   NITTAN                        Sweden
                   DETCON                        U.S.A.
                   PYROTRONICS                   U.S.A.

Gas Sampling
System             SALWICO                       Sweden
                   VIMEX                         Norway
                   OMICRON                       Norway
                   DETCON                        U.S.A.

Gas Detection
System             OMICRON                       Norway
                   DETCON                        U.S.A.
                   TQ ENVIRONMENTAL              U.K.

Butterfly Valve forAMR1                          France
C-0-and W.B.System WESTAD                        Norway
                   KEYSTONE                      U.S.A.
                   
Actuator for       SAMGONG DANFOSS               Korea
Butterfly Valve &  SKARPENORD                    Norway
Valve Control System          

O.D.M.S.           SEIL SERES                    Korea

Helideck           MARINE ALUMMUM                Norway
                   HYDRO ALUNUNMM                Norway
                   LIAS                          Italy

Ballast Tank/
F.O.Tank           AUTRONICA                     Norway

Level Gauge        SAAB                          Sweden
                   BERGAN                        U.S.A.

C.O.W.Machine      GUN CLEAN                     Sweden
                   POLAR MARINE                  Sweden
                   TOFTEJORG                     Denmark
                   DASIC                         U.K.

Portable Hand      MMC                           Japan
Dipping, Oil/      TANK SYSTEM                   Norway
Water Interface
Detector,Seal
Valve
     
GRP                AMERON                        Singapore
                   VETRORESINA                   Italy

Personnel Lift     LUTZ                          Germany
                   DAN ELEVATOR                  Denmark
                   OTIS                          U.S.A.

Main Generator     WARTSILA                      Finlanc
Engine             
(medium speed)


Oil Fired Boiler   AALBORG-SUNROD                Denmark
                   NOTSUBISFU                    Japan

Exh. gas           AALBORG-SUNROD                Denmark
economizer         MITSUBISHI                    Japan


Emergency          MAN-LINDENBERG                Germany
Generator          MAN-DEMP                      Denmark
Engine             CATERPILLAR                   U.S.A.

Centrifugal Pump   TAIKO                         Japan
including Motor    NANIWA                        Japan
                   SHINKO                        Japan

Gear & Screw Pump  TAIKO                         Japan
including Motor    NANIWA                        Japan
                   ALWEILLER                     Norway
                   IMO                           Sweden

Purifier           ALFA LAVAL                    Japan/Sweden
                   WESTFALIA                     Germany

Thrusters          KAMEWA (AQUAMASTER)           Finland

Mooring Winch      SAMSUNG - ULSTEIN             Korea
Windlass           SAMSUNG - PUSNES              Korea

Anchor & Chain     CSSC                          China

Watertight Doors   SCHENROK                      Germany
                   WINELL                        Netherlands

Heli. deck         SAMSUNG-NORLIFT               Korea
Service Handling   SAMSUNG-BLM                   Korea
Crane              
                   
Air Handling       HI-PRES KOREA                 Korea
unit for Air       DIRECT ENGINEERING SERVICE    Australia
Conditioning
Plant

Conditioning unit  SABROE                        Denmark
for Air            CARRIER                       U.S.A./Australia
Conditioning       UNITOR                        U.S.A.
Plant 

Provision Ref.     HI-PRES KOREA/SABROE          Korea
Plant              CARRIER                       U.S.A.
                   UNITOR                        U.S.A.

Package Air con.   UNITOR                        U.S.A.

Lifeboat/Davit     SCHAT-HARDING                 Norway

Rescue Boat/Davit  NORSAFE                       Norway
                   (MAGNUM 750 JET,
                   YANMAR 4LH - DTE 170 HP)

Liferafts          VIKING                        Denmark

Fire Extinguishing UNITOR-KOREA                  Korea
System             HEIEN LARSEN - FAIN           Norway/Korea

Accommodation      BUIL                          Korea
Panel              SHINSUNG                      Korea

Galley/Pantry      METOS                         Finland
Equipment          ELECTROLUX                    Sweden

Laundry Equipment  METOS                         Finland
                   MAYTAG                        U.S.A.

Window Wipers      JUNG-A (Horizontal Type)      Korea

Lifesaving         UNITOR                        Norway
Equipment          ALEXANDER INDUSTRIES          U.S.A.

Sewage Treatment   HAMWORTHY                     U.K.
                   SASAKURA                      Japan
                   TAIKO                         Japan

Prefabricated Bath BUIL                          Korea
Room Unit          SBINSUNG                      Korea
                   WARTSILA-KOREA                Korea

Vacuum Toilet      EVAC                          Sweden
                   JETS                          Norway

Air Compressor     HATLAPA                       Germany
                   SAUER & SOHN                  Germany
                   SPERRE                        Norway
                   INGERSOLL - RAND              U.S.A.

Air Compressor     ALUP                          Germany
(screw)            ATLAS COPCO                   Sweden
                   INGERSOLL RAND                U.S.A

Plate Cooler       ALFA LAVAL                    Korea
                   APV                           Korea
                   SWEP                          Sweden

Tubular Cooler     DONG HWA                      Korea
                   BLOKSMA                       Netherlands

Auto flater        BOLL & KIRCH                  Germany
                   YMON-KANAKAWA                 Korea

Oil Heater         DONG HWA                      Korea
                   VESTA                         Denmark
                   BLOKSMA                       Netherlands

Bilge Water
Separator          SASAKURA                      Japan
                   HAMWORTHY                     U.K.
                   DETEGASA                      Spain
                   BLOHM & VOSS                  Germany

F.W. Generator     ALFA-LAVAL                    Sweden
                   SASAKURA                      Japan
                   GEFICO                        Spain


Integrated Control SIMRAD NORGE                  Norway
and Monitoring
System

Dynamic            SIMRAD NORGE                  Norway
Positioning                      
System

Electric           ABB                           Norway
Switchboards                                 
and Motor Starters
(High voltage)

Electric           K.T. ELECTRIC                 Korea
Switchboards       ABB                           Norway
and Motor Starters                               
(Low voltage)                                    ABBNorway

Electric Cable     LG CABLE (GOLDSTAR)           Korea
                   (DUPONT Product shall be used as much as possible.)
                   BIW CABLE SYSTEM              U.S.A.
                   EXANE                         U.S.A.

Main Generator     ABB                           Norway

Lighting fixtures  WISKA                         Germany
                   AQUA SIGNAL                   Germany
                   GLAMOX                        Norway
                   PAULUHN                       U.S.A.

Radar              RACAL MARINE                  U.K.
                   J.R.C.                        Japan

Integrated         RACAL MARINE                  U.K.
Navigation System  STN ATLAS                     Germany
                   NORCONTROL                    Norway

Gyro Compass       TOKIMEC                       Japan
                   ANSCHUTZ                      Germany

Radio Plant/       J.R.C.                        Japan
Satellite          FURUNO                        Japan
Communication                         

High Voltage       ABB                           Finland/Norway
Motors

MIP System         AUTRONICA                     Norway
                   ABB-CYLDET                    Germany

Radio              MOTOROLA                      U.S.A.
Communication              
(Oil Movement)

CCTV               HERNIS                        Norway
                   JAVELEN                       U.S.A.
                   IWL COMMUNICATIONS            U.S.A

FMEA               ABS                           U.S.A.
                   GLOBAL MARITIME               U.K.


SAMSUNG                              CONOCO/R&B Drillship (TK9603.ML2)

NOTE

1.   Selection of supplier from above list to be Builder's option as long
     as the equipment fulfil the required contract performances.

2.   Builder can propose other supplier than above list for Buyer's
     acceptance.

3.   Buyer  has  the  right  to select his own preferred  one  among  the
     suppliers  listed  herein  above  subject  to  additional  cost  and
     adjustrnent of delivery involved, if any, bome by Buyer.

     For this purpose, Builder should inform the selected supplier to Buyer
     before  order, and Buyer should confirm the agreement  to  Builder's
     selection or inform the preferred supplier within two(2) weeks.
    
     When  the  Builder  does  not  receive the agreement  or  information
     regarding  the supplier within two(2) weeks, Budder's selection  for
     supplier  is  deemed  to have been confirmed by  the  Buyer  without
     comments and the Builder may proceed the work with the supplier.

4.   Selection of supplier for the other equipment than the listed herein
     above to be Builder's option, which need not confirmation from Buyer
     before order.


                             "EXHIBIT 4"

                  DELIVERY AND CONSTRUCTION SCHEDULE


Deep Water Drillship DPDS4M (HN1300) Overall Project Schedule