Exhibit
2.2  BLUEWATER FINANCE
LIMITED as Issuer  BLUEWATER OIL
& GAS INVESTMENTS LTD.  each of the
INITIAL GUARANTORS named herein  and  THE BANK OF NEW
YORK as Trustee  SUPPLEMENTAL
INDENTURE   Dated as of March
31, 2004   101⁄4% Senior Notes
due 2012  
   SUPPLEMENTAL INDENTURE, dated as of March 31, 2004,
among Bluewater Finance Limited, a corporation with limited liability
incorporated under the laws of the Cayman Islands (the Issuer),
Bluewater Oil & Gas Investments Ltd., a company with limited liability
incorporated under the laws of Nigeria, (BOGI), the Initial Guarantors (as defined
herein) and The Bank of New York, as Trustee.  RECITALS  WHEREAS, the Issuer, the initial Guarantors party
thereto (the Initial
Guarantors and, together with BOGI, the Guarantors) and the
Trustee have entered into an Indenture, dated as of February 22, 2002 (the Indenture), pursuant
to which the Issuer has issued $335 million aggregate principal amount of 101⁄4%
Notes due 2012 (the Notes)
and the Initial Guarantors previously have jointly and severally guaranteed on
a senior subordinated basis (the Initial Guarantees) certain obligations of
the Issuer in respect of the Notes pursuant to the Indenture and a Notation of
Guarantee executed and delivered by them;  WHEREAS, Section 9.01 of the Indenture provides that
the Issuer, the Initial Guarantors and the Trustee may amend or supplement the
Indenture in order to provide for the issuance of an additional guarantee (an Additional Guarantee
and, together with the Initial Guarantees, the Guarantees) pursuant to this
Supplemental Indenture and an additional Notation of Guarantee (the Additional Notation of Guarantee)without the consent
of the Holders of the Notes;  WHEREAS, the Issuer, the Initial Guarantors, BOGI and
the Trustee now wish to supplement the Indenture in order to provide for the
issuance of an Additional Guarantee by BOGI as described above;  WHEREAS, all acts and things prescribed by the
Indenture, by law and by the charter and the bylaws (or comparable constituent
documents) of the Issuer, BOGI, the Initial Guarantors and the Trustee have
been done to make this Supplemental Indenture a valid and binding agreement of
the Issuer, BOGI, the Initial Guarantors and the Trustee, in accordance with
its terms, and to make the Additional Notation ofGuarantee, when duly issued and
executed by the Guarantors, a valid and binding agreement of the Guarantors:  ARTICLE 1  SECTION 1.01.              Supplemental Indenture.  This Supplemental
Indenture is supplemental to the Indenture and forms and shall be deemed to
form a part of, and shall be construed in connection with and as part of, the
Indenture for any and all purposes.This Supplemental Indenture shall become effective immediately upon its
execution and delivery by each of the Issuer, the Guarantors and the Trustee.  
   ARTICLE 2  SECTION 2.01.              Indenture.  From this date, in
accordance with the Indenture and by executing this Supplemental Indenture and
the Additional Notation of Guarantee, the Guarantors whose signatures appear
below are subject to the relevant provisions of the Indenture relating to Guarantors
to the extent provided for therein, including, without limitation, in Article
10 thereunder.  SECTION 2.01.              Additional Guarantee.  Without limiting the
generality of the foregoing, BOGI hereby becomes a party to the Indenture by
executing this Supplemented Indenture and hereby unconditionally, jointly and
severally with each other Guarantor, guarantees to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
that: (i) the principal of and interest and any other amounts due on the
Notes will be promptly paid in full when due, subject to any applicable grace
period, whether at maturity, by acceleration or otherwise and interest on the
overdue principal, if any, and interest on any interest, to the extent lawful,
on the Notes and all other obligations of the Issuer to the Holders or the
Trustee hereunder or thereunder will be promptly paid in full or performed, all
in accordance with the terms hereof and thereof; and (ii) in case of any
extension of time of payment or renewal of any Notes or of any such other
obligations, the same will be promptly paid in full when due or performed in accordance
with the terms of the extension or renewal, subject to any applicable grace
period, whether at stated maturity, by acceleration or otherwise, subject,
however, in the case of clauses (i) and (ii) above, to the limitations set
forth in Article Ten of the Indenture.   ARTICLE 3  SECTION 3.01.              Notes and Initial Guarantees.  Except as specifically
modified herein, the Indenture, the Notes and the Initial Guarantees are in all
respects ratified and confirmed (mutatis
mutandis) and shall remain in full force and effect in accordance
with their terms with all capitalized terms used herein without definition
having the same respective meanings ascribed to them as in the Indenture.  SECTION 3.02.              Trustee.  Except
as otherwise expressly provided herein, no additional duties, responsibilities
or liabilities are assumed, or shall be construed to be assumed, by the Trustee
by reason of this Supplemental Indenture or the Additional Guarantee, except as
provided in the Indenture. This Supplemental Indenture is executed and accepted
by the Trustee subject to all  
   the terms and conditions
set forth in the Indenture with the same force and effect as if those terms and
conditions were repeated at length herein and made applicable to the Trustee
with respect hereto.  ARTICLE 5  SECTION 5.01.              Governing Law.  THIS
INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  SECTION 5.02.              Successors.  All agreements of the Issuer and the Guarantors, if
any, in this Supplemental Indenture, if any, shall bind their successors.  All agreements of the Trustee in this
Supplemental Indenture and the Additional Notation of Guarantee shall bind its
successors.  SECTION 5.03.              Duplicate Originals.  All parties may sign any number of copies of this
Supplemental Indenture.  Each signed
copy shall be an original, but all of them together shall represent the same
agreement.  SECTION 5.04.              Agent for Service; Submission
to Jurisdiction; Waiver of Immunities.  By the
execution and delivery of this Supplemental Indenture, the Issuer and each of
the Guarantors irrevocably agrees that any suit, action or proceeding arising
out of or relating to this Supplemental Indenture may be instituted in any
federal or state court in the State of New York, sitting in the Borough of
Manhattan; irrevocably waives, to the fullest extent it may effectively do so,
any objection which it may now or hereafter have to the laying of venue of any
such proceeding; and irrevocably submits to the jurisdiction of such courts in
any such suit, action or proceeding brought in such a court and waives any
other requirements of or objections to personal jurisdiction with respect
thereto.  For so long as any Notes
remain outstanding, the Issuer and each of the Guarantors irrevocably appoint
Watson, Farley & Williams, located at 380 Madison Avenue, New York, NY
10017 as their respective agent (the Authorized Agent)
for service of process in any suit, action or proceeding arising out of or
relating to this Indenture, that may be instituted in federal or state court in
the State of New York, Borough of Manhattan. 
Such appointment shall be irrevocable during the aforesaid period unless
and until replaced by an agent reasonably acceptable to the Trustee.  The Issuer and the Guarantors represent and
warrant that the Authorized Agent has agreed to act as said agent for service
of process, and the Issuer and the Guarantors agree to take any and all action,  
   including
the filing of any and all documents and instruments, that may be necessary to
continue such appointment in full force and effect as aforesaid, and, in the
event such appointment ceases to be in full force and effect, the Issuer and
the Guarantors agree for so long as any Notes remain outstanding to irrevocably
appoint CT Corporation System located at 111 Eighth Avenue, New York, NY 10011
as their respective Authorized Agent for such service of process.  Service of process upon the Authorized Agent
and written notice of such service to the Issuer or any Guarantor, as applicable,
shall be deemed, in every respect, effective service of process upon the Issuer
and such Guarantor.  To the
extent that the Issuer or any Guarantor has or hereafter may acquire any
immunity from jurisdiction (including by claim or designation, sovereign
immunity) of any court or from any legal process (whether through service of
notice, attachment prior to or post judgment, attachment in aid of execution,
execution or otherwise) with respect to itself or its property, the Issuer and
each of the Guarantors hereby irrevocably waives such immunity in respect of
its obligations under the above-referenced documents, to the extent permitted
by law.  
   SIGNATURES  IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed, all as of the date first written above.  THE COMPANYBLUEWATER FINANCE
  LIMITEDBy:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-factTHE GUARANTORSBLUEWATER HOLDING B.V.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-factBLUEWATER ENERGY
  SERVICES B.V.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-factBLUEWATER INTERNATIONAL
  B.V.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-fact  
   BLUEWATER FLOATING
  PRODUCTION
  B.V.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-factAURELIA ENERGY N.V.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-factBLUEWATER ENERGY N.V.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-factBLUEWATER OFFSHORE
  PRODUCTION
  SYSTEMS N.V.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-factBLUEWATER (GLAS DOWR)
  N.V.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-fact  
   BLUEWATER TERMINAL
  SYSTEMS N.V.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-factBLUEWATER (NEW HULL)
  N.V.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-factBLUEWATER (BLEO HOLM)
  N.V.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-factBLUEWATER (MUNIN) N.V.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-factBLUEWATER (HAEWENE
  BRIM) N.V.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-fact  
   BLEO HOLM STANDBY
  PURCHASER N.V.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-factBLUEWATER SERVICES (UK)
  LTD.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-factBLUEWATER OPERATIONS
  (UK) LTD.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-factBLUEWATER (UK) LTD.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-factBLUEWATER (FLOATING
  PRODUCTION)
  LTD.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-fact  
    PIERCE PRODUCTION
  COMPANY LTD.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-factBLUEWATER OFFSHORE
  PRODUCTION SYSTEMS (USA) INC.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-factBLUEWATER OFFSHORE
  PRODUCTION SYSTEMS LTD.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-factBLUEWATER (MALTA) LTD.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-factBLUEWATER EQUIPMENT
  LEASING LTD.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-fact  
   BLUEWATER BRASIL LTDA.By:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-factThe Common Seal ofBLUEWATER OFFSHORE PRODUCTION SYSTEMS NIGERIA LTD.
  was affixed.In the presence of:By:
  /S/ OGHOGHO AKPATAName: Oghogho AkpataTitle: DirectorBy:
  /s/ TEMPLARS BARRISTERS
  & SOLICITORSName: Templars
  Barristers and SolicitorsTitle: SecretaryBLUEWATER (NORWAY) ANSBy:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-factLUFENG DEVELOPMENT
  COMPANY ANSBy:
  /s/  KEES VOORMOLENName:  Kees VoormolenTitle:  Attorney-in-fact  
   The Common Seal ofBLUEWATER OIL & GAS INVESTMENTS
  LTD.was affixed.In the presence of:By:
  /s/ MICHEL BONTEName: Michel BonteTitle: DirectorBy:
  /s/ ALUKO & OYEBODEName: Aluko &
  OyebodeTitle: Secretary  
   TRUSTEETHE BANK OF NEW YORKas TrusteeBy:
  /s/ DANIEL WYNNEName: Daniel WynneTitle: Assistant Vice
  President