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Published: 2008-03-26

Drilling Contract - Harken de Colombia Ltd. and Marlin Colombia Drilling Co. Inc.



                               DRILLING CONTRACT

                                    BETWEEN


                            HARKEN DE COLOMBIA, LTD.

                                  ('OPERATOR')


                                      AND


                     MARLIN COLOMBIA DRILLING COMPANY, INC.

                                 ('CONTRACTOR')




                                      FOR

                                  MARLIN RIG 8




                                  MAY 15, 1997

                               TABLE OF CONTENTS


                                                                       
 PART  I: SCOPE OF THE CONTRACT

1.       The Parties  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
2.       The Work . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
3.       Contract Duration  . . . . . . . . . . . . . . . . . . . . . . . .  1-2
4.       Drilling Operations  . . . . . . . . . . . . . . . . . . . . . . . .  3
         4.1     CONTRACTOR'S Standard of Performance   . . . . . . . . . . .  3
         4.2     The Rig  . . . . . . . . . . . . . . . . . . . . . . . . . .  3
         4.3     Drilling Program . . . . . . . . . . . . . . . . . . . . . .  4
                 4.3A     Abandonment of Well . . . . . . . . . . . . . . . .  4
                 4.3B     Completion of Well  . . . . . . . . . . . . . . . .  4
         4.4     Well Control . . . . . . . . . . . . . . . . . . . . . . . .  5
         4.5     Cuttings and Cores . . . . . . . . . . . . . . . . . . . . .  5
         4.6     Measurements and Tests . . . . . . . . . . . . . . . . . . .  5
         4.7     Safety Precautions . . . . . . . . . . . . . . . . . . . . .  5
         4.8     OPERATOR Taking Complete Control Over Drilling Operations  .  6
5.       Personnel Assigned to the Operations . . . . . . . . . . . . . . . .  6
6.       Equipment and Supplies Furnished by the Parties  . . . . . . . . . .  7
7.       Travel of Personnel  . . . . . . . . . . . . . . . . . . . . . . . .  7
8.       Transport of Equipment and Supplies  . . . . . . . . . . . . . . . .  7

PART II: ADMINISTRATION OF THE CONTRACT

9.       Import and Export of Drilling Rig, Ancillary Equipment,
         Materials and Supplies . . . . . . . . . . . . . . . . . . . . . . .  8
10.      Responsibility as to Records, Reports, Inspections, Etc. . . . . . .  8
         10.1    Reports and Inspections  . . . . . . . . . . . . . . . . . .  8
         10.2    Confidentiality  . . . . . . . . . . . . . . . . . . . . . .  9
11.      Invoicing and Paying . . . . . . . . . . . . . . . . . . . . . . . .  9
         11.1    Invoice Presentation . . . . . . . . . . . . . . . . . . . .  9
         11.2    Currency and Time of Payment . . . . . . . . . . . . . . . .  9
         11.3    Disputed Invoices. . . . . . . . . . . . . . . . . . . . . .  9
         11.4    IVA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
12.      Notices and Designation of Representatives . . . . . . . . . . . . . 10

PART III: LIABILITIES OF THE PARTIES

13.      Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
14.      Responsibility for Loss or Damage to CONTRACTOR Items  . . . . . . . 11
15.      Responsibility for Loss or Damage to OPERATOR Items  . . . . . . . . 12
16.      Reciprocal Indemnities . . . . . . . . . . . . . . . . . . . . . . . 12
17.      Responsibility for the Condition of the Hole . . . . . . . . . . . . 13
18.      Risk of Damage to or Loss of Underground Mineral Deposits  . . . . . 13
19.      Responsibility for Insurance . . . . . . . . . . . . . . . . . .  13-14
20.      Force Majeure  . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
21.      Pollution or Contamination . . . . . . . . . . . . . . . . . . . . . 15

 :  PAGE>   3

                                                                    
PART  IV: LAW OF THE CONTRACT

22.      Assignment of Contract . . . . . . . . . . . . . . . . . . . . . . . 15
23.      Exhibits as Part of Contract . . . . . . . . . . . . . . . . . . . . 15
24.      Relationship of Parties  . . . . . . . . . . . . . . . . . . . . . . 16
25.      Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
26.      Prior Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . 16
27.      Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
28.      Patents and Rights . . . . . . . . . . . . . . . . . . . . . . . . . 16
29.      CONTRACTOR's Obligation To Comply with Laws  . . . . . . . . . . . . 17

PART V: COMPENSATION TO CONTRACTOR

30.      Rates of Compensation  . . . . . . . . . . . . . . . . . . . . . . . 17
         30.1    Mobilization Fee . . . . . . . . . . . . . . . . . . . . . . 17
         30.2    Operating Day Rate . . . . . . . . . . . . . . . . . . . . . 17
         30.3    Moving Rate  . . . . . . . . . . . . . . . . . . . . . . . . 17
         30.4    Standby With Crews Rate  . . . . . . . . . . . . . . . . . . 18
         30.5    Standby Without Crews Rate . . . . . . . . . . . . . . . . . 18
         30.6    Mechanical Breakdown Rate  . . . . . . . . . . . . . . . . . 18
         30.7    Negligence Remedial Rate . . . . . . . . . . . . . . . . . . 18
         30.8    Force Majeure Rate . . . . . . . . . . . . . . . . . . . . . 19
         30.9    Demobilization Fee . . . . . . . . . . . . . . . . . . . . . 19
         30.10   Application of Rates . . . . . . . . . . . . . . . . . . . . 19

31.      Reimbursable Items . . . . . . . . . . . . . . . . . . . . . . . . . 19
         31.1    Materials, Services and Personnel. . . . . . . . . . . . . . 19
         31.2    Oil-Based Drilling Fluid Incentives. . . . . . . . . . . . . 20

32.      Daily Rate Increases . . . . . . . . . . . . . . . . . . . . . . . . 20

33.      Signatures of the Parties  . . . . . . . . . . . . . . . . . . . . . 20


EXHIBITS:

         'A'  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Page

         'B'  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1 thru 24

         'C'  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Page

         'D'  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 thru 6

         'E'  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 thru 3

ATTACHMENT 'A'  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1 Page


                               DRILLING CONTRACT
                                  MARLIN RIG 8

PART I:  SCOPE OF THE CONTRACT

1.       THE PARTIES

         This agreement is entered into this 15th_ day of May, 1997, by and
         between HARKEN DE COLOMBIA, LTD. (HDC), a Cayman Islands corporation
         ('OPERATOR'), and MARLIN COLOMBIA DRILLING COMPANY, INC., a Cayman
         Islands corporation ('CONTRACTOR').

2.       THE WORK

         CONTRACTOR shall drill all  wells by the rotary method (inclusive of
         downhole motor operations and directional wells) for OPERATOR to
         depths specified by OPERATOR, but not to exceed 13,500 feet with 5'
         drill pipe unless with CONTRACTOR's agreement.  These wells shall be
         at locations selected by OPERATOR within Operator's Association
         Contract areas (the' Block(s)') located in Colombia, South America.
         CONTRACTOR represents that it possesses well-skilled employees and
         proper equipment as specified herein for performance of all its work
         under this Contract.  CONTRACTOR has knowledge of the social,
         environmental, physical, health and climatic conditions existing in
         the Blocks where the drilling operations will be undertaken.
         CONTRACTOR shall perform all operations with diligence and skill,
         applying sound engineering principles and good oil field practices,
         CONTRACTOR shall conduct operations on a full twenty-four hour day,
         seven day week basis.

3.       CONTRACT DURATION

         This Contract shall become effective upon signing by the parties and
         shall continue in effect for  one year from and after the Commencement
         Date (as defined in Section 30.2 hereof).  The parties contemplate
         that the operation will commence on or about  August 1,  1997.
         OPERATOR shall have a renewable option to extend this contract for a
         period or periods, each period being not less than 6 months nor more
         than 12 months.  OPERATOR shall notify to CONTRACTOR in writing of its
         election to extend this Contract as soon as practicable BUT NOT LATER
         THAN SIXTY (60) DAYS BEFORE THE END OF THE INITIAL TERM or subsequent
         extension period term of the Contract .  OPERATOR may terminate this
         contract effective any time after the date of spudding of the first
         well, subject to the early termination provisions herein.





                                        1

         3.1     Contract Extension  - In the event OPERATOR exercises its
                 option to extend this Contract during one or more extension
                 periods, OPERATOR and CONTRACTOR shall meet to negotiate
                 mutually acceptable rates and Contract modifications agreeable
                 to both parties.  It is understood that market rates shall
                 prevail and shall be determined by the then standard rates for
                 similar class rigs.  Operator will not be invoiced for any
                 capital recovery related to the 5' Drill Pipe or Top Drive
                 Unit in the first or subsequent extension periods.
                 Contractor's cost of operation, maintenance and repair of the
                 5' Drill Pipe and Top Drive Unit will be included as costs to
                 be recovered in the Operating Day Rate for all contract
                 periods.

         3.2     Early Termination

                 3.2.1    Either party may immediately terminate this Contract
                          upon written notice to the other Party, if the Rig is
                          declared by either Party as a total loss except that
                          compensation properly earned up to the time of day of
                          that loss shall be owed by OPERATOR to CONTRACTOR.

                 3.2.2    Notwithstanding anything contained herein to the
                          contrary, OPERATOR shall, at any time, have the right
                          to terminate this Contract, upon thirty (30) days
                          written notice, even though CONTRACTOR has not
                          defaulted hereunder, and, in such event, CONTRACTOR
                          shall be entitled to compensation properly earned
                          through the end of that thirty (30) day notice
                          period, including the Early Termination Fee as
                          defined by 30.11.

                 3.2.3    Notwithstanding anything herein to the contrary,
                          CONTRACTOR shall have the right to terminate this
                          Contract, upon thirty (30) days written notice
                          stating that,  in CONTRACTOR's reasonable opinion, it
                          is uneconomical for CONTRACTOR to continue operations
                          under this Contract, and certifying that one of the
                          following conditions applies:

                          3.2.3.1 OPERATOR has failed to pay CONTRACTOR
                                  undisputed amounts and such amounts remain
                                  unpaid following notice and a seven day grace
                                  period,  in which case the Demobilization
                                  and Early Termination Fees shall be payable,
                                  or;


                          3.2.3.2 New government edict, decree, rule,
                                  regulation or law has been applied to
                                  CONTRACTOR or his entitlement under this
                                  Contract.





                                        2

4.       DRILLING OPERATIONS

         4.1     CONTRACTOR'S STANDARD OF PERFORMANCE - CONTRACTOR warrants
                 that all work will be performed safely and in good and
                 workmanlike manner in accordance with accepted international
                 oilfield practices and in compliance with all applicable laws,
                 rules and regulations; that CONTRACTOR's equipment shall be in
                 good working order and its personnel fully trained and capable
                 of safely operating such equipment and performing services
                 required herein for OPERATOR; that CONTRACTOR regularly
                 conducts training and safety programs; that all materials,
                 equipment, goods, supplies or manufactured articles furnished
                 by CONTRACTOR in the performance of the work or services shall
                 be of suitable quality and workmanship for their intended
                 purposes, in accordance with specifications, and shall be free
                 from defects; and that CONTRACTOR will not employ any employee
                 whose employment violates applicable labor  or other laws.
                 CONTRACTOR further covenants, warrants and represents that all
                 work performed by it hereunder shall be conducted in
                 accordance with accepted international safety regulations (as
                 used in the country of Colombia), environmental laws and
                 regulations, precautions and procedures in effect as of the
                 effective date and by employing the necessary protective
                 equipment and devices described in the attached inventory.
                 Any breach of this safety covenant shall be grounds for
                 immediate termination of this Contract by Operator.


         4.2     THE RIG - CONTRACTOR shall furnish its' MARLIN RIG 8 which is
                 a complete drilling rig as described in Exhibit 'B'.
                 CONTRACTOR shall operate the rig and ancillary equipment at
                 eighty five (85) percent of manufacturer's rated operating
                 specifications.  Contractor shall provide 12,000  of new S-135
                 grade,  5' Drill Pipe,  1800   of 5' heavy weight Drill Pipe,
                 rig conversions to operate with 5' Drill Pipe, a new top drive
                 system with sufficient torque capacity to drill Operator's
                 horizontal wells, rig modifications (at OPERATOR's expense,
                 the cost for which shall be amortized over the initial term of
                 the contract) as necessary,  to accommodate underbalanced
                 drilling equipment (so long as any modifications are mutually
                 agreed between OPERATOR and CONTRACTOR) and one additional mud
                 pump independently powered and compatible with the existing
                 drilling rig equipment.    The Drilling Tubulars (Drill Pipe,
                 Heavy Weight Drill Pipe, Collars, Cross-Overs, Stabilizers,
                 Subs, etc.) will be subject to Exhibit E, 'Tubular Standards'.
                 In special circumstances, at OPERATOR request, CONTRACTOR in
                 its sole discretion may operate the rig and ancillary
                 equipment at manufacturer's rated operating specifications.
                 CONTRACTOR shall maintain the rig and ancillary equipment in
                 good working order.





                                        3

                 The rig will maintain a current inspection certificate for all
                 major load bearing components.  The inspection will be
                 performed by a third party inspection contractor.

                 OPERATOR shall notify CONTRACTOR of the location of the
                 initial well.  CONTRACTOR shall  mobilize the rig, the
                 equipment described herein, and its personnel to the location
                 of the initial well and shall make all necessary preparations
                 for spudding the initial well within 25 days following
                 OPERATOR's notification of the location of the initial well.

         4.3     DRILLING PROGRAM - Before any drilling begins on any well,
                 OPERATOR shall deliver the drilling program to CONTRACTOR
                 which Contractor shall give notice to Operator of its'
                 receipt.  Contractor shall also certify in writing to Operator
                 that 'rigging-up' is satisfactorily completed.  CONTRACTOR
                 shall use reasonable diligence to conduct all drilling
                 operations in conformance with OPERATOR's drilling program.
                 OPERATOR may modify the drilling program so long as any
                 modifications which materially increases CONTRACTOR's hazards
                 or costs of performance bears CONTRACTOR's approval and
                 provides for an appropriate rate increase as mutually agreed
                 by the parties.  Except as otherwise provided herein,
                 CONTRACTOR SHALL NOT BEGIN TO DISMANTLE ITS RIG AND EQUIPMENT
                 FOR DEMOBILIZATION UNTIL AUTHORIZED TO DO SO BY OPERATOR IN
                 WRITING.

                 4.3A     ABANDONMENT OF WELL:  OPERATOR at any time may elect
                          to have a well abandoned.  Upon notice of such
                          election, CONTRACTOR shall promptly remove in
                          compliance with all government rules and regulations
                          from the hole and lay down all recoverable casing and
                          tubing and plug and abandon the hole in accordance
                          with the program provided by OPERATOR in a manner
                          satisfactory to OPERATOR and in compliance with all
                          government rules and regulations including
                          environmental laws and permits and CONTRACTOR shall
                          also remove in compliance with all government rules
                          and regulations all its equipment, machinery, tools,
                          supplies and materials furnished and all its debris
                          and refuse from the location resulting from its
                          activities under this agreement.  Should CONTRACTOR
                          fail to timely and in a responsible manner fail to
                          remove the same, then all loss, delay or other
                          related liability shall be at the sole risk of
                          CONTRACTOR.

                 4.3B     COMPLETION OF WELL: OPERATOR may at any time elect to
                          have a well completed or recompleted, and in that
                          event, CONTRACTOR shall perform the work of
                          completing the well in accordance with the program
                          provided by OPERATOR in a manner and to the extent
                          desired by OPERATOR, including but not limited to the
                          running of liner and tubing, making permanent well
                          head connections and installing Christmas trees.





                                        4

         4.4     WELL CONTROL - CONTRACTOR shall maintain their provided well
                 control equipment in good operating condition at all times,
                 and shall in addition make such further checks as OPERATOR
                 shall direct and shall use reasonable means to control and
                 prevent fires, blowouts and other damage, to protect the hole
                 and to protect OPERATOR equipment.

         4.5     CUTTINGS AND CORES - When requested by OPERATOR, CONTRACTOR
                 shall save and identify the cuttings and cores free from
                 contamination and place them in separate containers furnished
                 by OPERATOR. Such cuttings and cores shall be made available
                 to a representative of OPERATOR at the site.

         4.6     MEASUREMENTS AND TESTS - Routinely and in addition whenever
                 requested by OPERATOR, CONTRACTOR shall measure and record the
                 total length of all in-hole tubulars in service with a steel
                 tape.

         4.7     SAFETY PRECAUTIONS - OPERATOR and CONTRACTOR shall take
                 measures to provide safe working conditions and shall comply
                 with safety procedures promulgated by OPERATOR and/or by
                 applicable governmental agency, ministry or authority and
                 incorporated with this contract and without limiting the
                 generality of the foregoing, shall maintain proper barriers,
                 guard rails and other safety devices to lessen hazards during
                 the performance of work under this Contract.  Any safety
                 equipment required by OPERATOR  and provided in addition to
                 that listed in Exhibit 'B' shall be for OPERATOR account.
                 CONTRACTOR shall not permit smoking, hot work or any open
                 flames at the wellsite (except in OPERATOR designated areas).
                 Smoking, hot work and open flames will be controlled via
                 permits issued by OPERATOR and may be canceled or reinstated
                 by OPERATOR due to site conditions.  CONTRACTOR shall equip
                 the rig with vapor proof lights and shall equip the drilling
                 engines' exhaust with a water injection device so as to reduce
                 the hazard of fire.  CONTRACTOR shall install on each well
                 worked on  hereunder blowout prevention devices of the type
                 shown in Exhibit 'B' and shall operate such devices at all
                 times the rig is operating or otherwise on a well. Contractor
                 is aware that use of underbalanced drilling techniques are
                 expected during the term of this contract.   If required,
                 CONTRACTOR shall, within the capabilities of the equipment and
                 personnel required to be furnished by CONTRACTOR hereunder,
                 take precautions to prevent the well from igniting.
                 CONTRACTOR shall report to OPERATOR as soon as practicable all
                 accidents or occurrences resulting in injuries to CONTRACTOR's
                 employees or third parties or damage to the property of
                 CONTRACTOR, OPERATOR  or any  third parties arising out of or
                 in the course of the operations hereunder.





                                        5

         4.8     OPERATOR TAKING COMPLETE CONTROL OVER DRILLING OPERATIONS

                 4.8A     Should any well blow-out, ignite, or in any manner
                          get out of control, OPERATOR may assume complete
                          control and supervision of the work of bringing the
                          well under control or putting out the fire.  Unless
                          and until OPERATOR so elects in writing to assume
                          such complete control, CONTRACTOR shall be in
                          complete control and supervision of the same.

                 4.8B     Should CONTRACTOR at any time fail to conduct its
                          operations in compliance with applicable laws, rules
                          and regulations,  with skill and diligence, in
                          conformance with accepted oilfield practice and sound
                          engineering principles, and in accordance with the
                          terms of this Contract, then OPERATOR shall notify
                          CONTRACTOR in writing of the specific deficiency.
                          After having received such notice, CONTRACTOR shall
                          have five days in which to fulfill its contractual
                          responsibilities by taking measures to rectify the
                          deficiency.  Should CONTRACTOR fail to correct the
                          deficiency OPERATOR may assume control of the rig and
                          ancillary equipment and continue the drilling
                          operations on that well until CONTRACTOR is proven
                          capable and accepted by the operator to resume full
                          performance of  its contractual duties.

                 4.8C     For all time during which OPERATOR is in control of
                          the drilling operations pursuant to Articles 4.8A or
                          4.8B.  OPERATOR shall have full use of CONTRACTOR's
                          rig, equipment, machinery, facilities, material,
                          supplies and personnel at the location with
                          remuneration to CONTRACTOR at the Operating Day Rate,
                          Article 30.2, and all operations shall be conducted
                          at the sole risk of OPERATOR and CONTRACTOR's
                          indemnity obligations shall be suspended.

5.       PERSONNEL ASSIGNED TO THE OPERATIONS

         CONTRACTOR shall provide the personnel listed in Exhibit 'C' at its
         expense, Should CONTRACTOR provide additional personnel at OPERATOR
         request for brief periods, remuneration shall be at cost plus ten
         percent (10%).  At OPERATOR's written notice, specifying the
         deficiency, CONTRACTOR shall withdraw from the operations any employee
         OPERATOR reasonably requests.  CONTRACTOR shall pay any costs incurred
         in withdrawing and replacing the unsuitable individual.  CONTRACTOR
         shall conduct all industrial relations matters in conformance with
         applicable laws and customs.





                                        6

6.       EQUIPMENT AND SUPPLIES FURNISHED BY THE PARTIES

         6.1     BY OPERATOR - At its expense, OPERATOR shall furnish the
                 equipment, machinery, tools, supplies, materials and services
                 listed in Exhibit 'D'.

         6.2     BY CONTRACTOR - At its expense, CONTRACTOR shall furnish the
                 equipment, machinery, drill strings, tools, supplies and
                 personnel as listed in Exhibits 'B', 'C', and 'D' (subject to
                 the requirements of Exhibit E).  The parties deem these items
                 to be necessary items for the full performance of CONTRACTOR
                 duties.

         6.3     INSPECTION AND USE OF OPERATOR EQUIPMENT - Before using
                 OPERATOR furnished items, CONTRACTOR representative shall
                 visually inspect same with reasonable diligence and shall
                 advise OPERATOR of any defect observed.  All such equipment,
                 machinery, tools, and materials in CONTRACTOR's possession
                 shall remain OPERATOR's property and shall be returned to
                 OPERATOR at the end of operations in the same good state of
                 repair and operating conditions as when received, subject to
                 reasonable deterioration due to use. OPERATOR shall not be
                 entitled to any compensation for normal wear and tear
                 resulting from CONTRACTOR's use of such items.  Liability for
                 damage to OPERATOR equipment is subject to Clause 15.

7.       TRAVEL OF PERSONNEL

         CONTRACTOR shall mobilize its personnel to  the initial wellsite for
         the beginning of operations at no extra cost to OPERATOR, other than
         the mobilization fee.  CONTRACTOR shall furnish transportation to each
         wellsite for all of CONTRACTOR's personnel in connection with initial
         personnel mobilization, crew changes and final personnel
         demobilization.  CONTRACTOR shall demobilize its personnel from each
         wellsite  at the end of operations at no extra cost to OPERATOR, other
         than the demobilization fee.

8.       TRANSPORT OF EQUIPMENT AND SUPPLIES

         CONTRACTOR shall prepare its rig and equipment and supplies for
         mobilization at the beginning of operations as consideration for
         OPERATOR's payment of the lump sum Mobilization Fee in Exhibit A.  The
         same Mobilization Fee will also include in total  the transportation
         of CONTRACTOR's rig and equipment to OPERATOR's  wellsite, rigged up
         ready to spud the well to be drilled hereunder. The rig shall be ready
         to commence operations when CONTRACTOR has tested all necessary
         equipment and is ready to spud the well or run in the hole with the
         initial tools.  In the event OPERATOR is not ready to commence
         operations once CONTRACTOR is rigged up and ready, the Standby with
         Crews Rate provided in Article 30.5 shall commence and continue from
         day to day





                                        7

         thereafter until such time as the OPERATOR has authorized the
         CONTRACTOR to commence drilling operations.  The Moving Rate shall
         apply during all time after the rig is released from one drilling
         location to move and rig up on another location.  During
         demobilization, the Demobilization Fee in Exhibit A will apply while
         CONTRACTOR'S equipment is being moved from  OPERATOR's wellsite to
         CONTRACTOR's yard.  CONTRACTOR shall furnish transportation for
         CONTRACTOR's operating supplies and materials from point of origin to
         the wellsite.   OPERATOR shall furnish transportation for OPERATOR's
         operating supplies and materials  to each  wellsite and for
         Contractor's rig and equipment to the second and subsequent wellsites.

PART II:   ADMINISTRATION OF THE CONTRACT

9.       IMPORT AND EXPORT OF DRILLING RIG, ANCILLARY EQUIPMENT, MATERIALS AND
         SUPPLIES

         CONTRACTOR's drilling rig,  MARLIN RIG 8, has been completely imported
         into  Colombia  and includes at least all of  the equipment listed in
         Exhibit 'B'  and CONTRACTOR shall assume all fees, duties and taxes in
         connection therewith.  OPERATOR shall pay all import and export
         expense, including without limitation, fees, duties, taxes, port
         charges, storage charges and documentary taxes for other equipment
         required by OPERATOR not included in Exhibit 'B'.  CONTRACTOR's
         obligation shall be limited to arranging for the transporting,
         importing and clearing of spare parts and supplies for CONTRACTOR's
         equipment to support its operations under this Contract.

          All costs incident to the transport, importation/exportation, and
         clearing of equipment, materials and supplies,  which OPERATOR
         requests CONTRACTOR to provide, will be for OPERATOR account.  Special
         amortized equipment such as the top drive unit, drilling tubulars and
         third mud pump, requested by operator, is the responsibility of
         Contractor

10.      RESPONSIBILITY AS TO RECORDS, REPORTS, INSPECTIONS, ETC.

         10.1    REPORTS AND INSPECTIONS - CONTRACTOR shall at all times permit
                 OPERATOR and its authorized employees and representatives to
                 inspect all work performed hereunder and to witness and check
                 all measurements and tests made in connection with said work.
                 CONTRACTOR shall keep an authentic and accurate history and
                 log of said wells, including all measurements required for
                 fishing operations with a record of all down-hole equipment
                 which shall be open at all reasonable times to inspection by
                 OPERATOR and its authorized employees and representatives.
                 CONTRACTOR shall furnish each of OPERATOR's designated
                 representatives (pursuant to the Notice provision in Section
                 13) with a copy of the daily written I.A.D.C. drilling report
                 showing depths and work performed during the preceding twenty-
                 four (24) hours and any other information relative to said
                 well requested by OPERATOR.





                                        8

         10.2    CONFIDENTIALITY - Recognizing the confidential nature of the
                 work, CONTRACTOR shall not, without OPERATOR's  prior written
                 consent, allow any third person access to the well, nor give
                 out to any third person any information concerning the well,
                 or give out to third persons, nor permit any third person to
                 examine, any samples from the well.  Upon completion of the
                 work on the well, the original history and log book, as well
                 as any copies and all other data, records and reports (except
                 one copy of the daily drilling report) of any nature
                 pertaining to CONTRACTOR's operations, shall be delivered to
                 OPERATOR, it being understood that neither CONTRACTOR nor any
                 of its employees shall retain any records or data relative to
                 any well which has reference to geologic information.  This
                 ability to maintain such confidentiality shall extend beyond
                 any termination of this contract for an additional period of
                 two years beyond the remaining term of that specific Harken de
                 Colombia, Ltd. Association Contract.

11.      INVOICING AND PAYING

         11.1    INVOICE PRESENTATION -  CONTRACTOR shall prepare invoices at
                 the end of each calendar month and after the rig is released
                 from each well and after each rig move.  The invoices shall be
                 stated in U.S. Dollars.  CONTRACTOR  shall deliver the
                 invoices to OPERATOR's representative in Bogota, Colombia,
                 with copy to its  Houston, Texas, office.

         11.2    CURRENCY AND TIME OF PAYMENT - OPERATOR shall pay invoices in
                 U.S. Dollars, provided that CONTRACTOR may request payment of
                 a portion of the invoices in local currency by so specifying
                 at the time of invoice presentation.  The exchange rate for
                 local currency payments shall be the Tasa Representativa del
                 Mercado (TRM) effective on date of invoice.  OPERATOR shall
                 pay CONTRACTOR the approved amount of invoices within thirty
                 (30) days of receipt of the invoices.   OPERATOR shall deliver
                 local currency payments to CONTRACTOR's office in  Colombia.
                 If OPERATOR fails to pay the undisputed portion of any invoice
                 within thirty days of receipt, interest shall accrue from the
                 thirty-first day at the prime rate in effect from time to time
                 at Citibank, plus two percent (2%) until payment is received,
                 but the rate of interest shall not exceed the maximum rate
                 permitted by applicable law.

         11.3    DISPUTED INVOICES - If OPERATOR disputes an item invoiced,
                 OPERATOR shall notify CONTRACTOR in writing of the item
                 disputed, specifying the reason and payment of the disputed
                 item shall be withheld until settlement of the dispute, but
                 PAYMENT SHALL BE MADE OF ANY UNDISPUTED PORTION. Payment of
                 any invoice shall not prejudice the right of OPERATOR to
                 question the correctness of any such invoice, provided that
                 within twenty-four (24) months of the date of any such invoice
                 OPERATOR shall make objection to any item or items thereof by
                 delivering CONTRACTOR written notice specifying the reasons
                 for its objection.  Should OPERATOR within such a twenty-four
                 (24) month





                                        9

                 period so notify CONTRACTOR, adjustments shall be made between
                 the parties as the correctness of such item shall be
                 determined.  Any invoice not objected to by OPERATOR within
                 such twenty-four  month period shall be deemed final and not
                 subject to review.  OPERATOR upon written notice to
                 CONTRACTOR, within the twenty-four (24) month period an
                 invoice is received shall have the right to audit CONTRACTOR's
                 accounts and records relating to operations hereunder.

         11.4    IVA - For purposes of invoicing IVA tax applicable to this
                 construction contract, according to Article 3 of Decree 1372
                 of August 20, 1992, the Contractor deems his profit calculated
                 to be eight per cent (8%) of the value of this Contract.

12.      NOTICES AND DESIGNATION OF REPRESENTATIVES

         All notices given by OPERATOR to CONTRACTOR shall be sent by
         registered mail and telex or delivered to:



         If to OPERATOR:          HARKEN DE COLOMBIA, LTD.
                                  Carrera 6, No. 115-65 Oficina 514F
                                  Santafe de Bogota, Colombia
                                  Attn:  Alvaro Puerta
                                  Ph:    57-1-214-3444
                                  Fax:   57-7-619-2676
                                  
         with copy to:            HARKEN INTERNATIONAL, LTD.
                                  2929 Briarpark, Suite 440
                                  Houston, TX  77042
                                  Attn:   Stephen C. Voss
                                  Ph:     713-789-9595
                                  Fax:    713-789-9701

         If to CONTRACTOR:        MARLIN COLOMBIA DRILLING CO., INC.
                                  Diagonal 88 No. 27-34 Barrio El Polo
                                  Santafe de Bogota, Colombia
                                  Attn:  Mario Rodriquez
                                  Ph:  011-57-1-635-9342  or /43 /45
                                  Fax: 011-57-1-236-7101
                                  
                                  
         With copy to:            PRIDE INTERNATIONAL
                                  1500 City West Blvd, Suite 400
                                  Houston, Texas  77042
                                  Attn:  Robert E. Warren
                                  Ph:   (713) 789-1400
                                  Fax: (713) 784-9568





                                       10

PART III:  LIABILITIES OF THE PARTIES

13.      DEFINITIONS

         As used in this contract, 'OPERATOR's personnel' shall mean the
         employees, agents, personnel, invitees, etc. of OPERATOR and its
         contractors (excluding CONTRACTOR).

         'CONTRACTOR's personnel' shall mean the employees, agents, personnel,
         invitees, etc. of CONTRACTOR and its subcontractors.

14.      RESPONSIBILITY FOR LOSS OR DAMAGE TO CONTRACTOR ITEMS

         CONTRACTOR shall assume the entire risk of and be solely responsible
         for damage to or destruction or loss (by any means including blowout
         and fire) of equipment, machinery, tools, (including but not limited
         to CONTRACTOR's drill pipe, drill collars, subs, choke and kill lines,
         flexible hoses, hydraulic hoses supplies and materials furnished by
         CONTRACTOR in connection with the operations hereunder), except for
         losses or damages to equipment resulting from the following: (1) all
         occurrences when OPERATOR is in control of operations per Article 4.8;
         (2) loss in any transportation furnished by or for account of
         OPERATOR, (3) loss of or damage to equipment in the hole and (4)  the
         sole or gross negligence or willful misconduct of OPERATOR's
         personnel.  CONTRACTOR shall be responsible for equipment losses and
         damages arising under (3) above resulting from negligence by
         CONTRACTOR's personnel or lack of proper maintenance of Contractor's
         equipment.

         Based upon an inspection prior to spud of the initial well by a
         mutually acceptable third party the percent wear of all downhole
         equipment shall be established.  This percent shall be applied to
         original cost with the resulting product subtracted from the
         replacement cost.  The remainder will represent the amount of
         liability Operator will assume for downhole equipment lost or damaged
         beyond repair on the initial well.  Subsequent adjustments to
         replacement cost will be made on the basis of 12  1/2 % of original
         cost per 365 day year for drill collars and 20 % of original cost per
         365 day year for all other downhole equipment.   Reimbursement for
         equipment damaged in the hole, more than normal wear and tear, will be
         at actual cost of repair including transportation.  OPERATOR shall
         have the option to replace lost or damaged equipment in-kind; provided
         said replacement equipment is of a quality and condition acceptable to
         CONTRACTOR.





                                       11

         Reimbursement for loss or damage to CONTRACTOR's equipment, (1) when
         OPERATOR is in control of operations per Article 4.8; or (2) during
         transportation furnished by or for the account of OPERATOR; or (3) as
         a result of the sole or gross negligence of willful misconduct of
         OPERATOR'S personnel, will be at replacement cost on location without
         any deduction for depreciation; provided that OPERATOR's liability
         hereunder shall be reduced by the proceeds of insurance, if any,
         maintained by CONTRACTOR.

15.      RESPONSIBILITY FOR LOSS OR DAMAGE TO OPERATOR ITEMS

         OPERATOR shall assume liability at all times for damage to or loss or
         destruction of OPERATOR furnished items regardless of how, when or
         where such damage, loss or destruction occurs and CONTRACTOR shall be
         under no liability to reimburse OPERATOR for such damage, loss or
         destruction except in the case where such damage, loss or destruction
         results from the sole or gross negligence or willful misconduct by
         CONTRACTOR's personnel.

16.      RECIPROCAL INDEMNITIES

         (A)     CONTRACTOR agrees to indemnify and hold harmless OPERATOR from
                 and against any and all claims, costs, liabilities, or
                 expenses for death of, or injury to CONTRACTOR's personnel or
                 loss of or damage to property of CONTRACTOR's personnel,
                 except such death, injury, property loss or property damage as
                 may result from the sole or gross negligence or willful
                 misconduct of OPERATOR's personnel.

         (B)     OPERATOR agrees to indemnify and hold harmless CONTRACTOR from
                 and against any and all claims, costs, liabilities, or
                 expenses for death of, or injury to OPERATOR's personnel or
                 loss of or damage to property of OPERATOR's personnel, except
                 such death, injury, property loss or property damage as may
                 result from the sole or gross negligence or willful misconduct
                 of CONTRACTOR's personnel.  Irrespective of the insurance
                 coverage provided by CONTRACTOR,  OPERATOR'S status as an
                 additional insured shall not be applicable except to the
                 extent CONTRACTOR has specifically assumed liability for such
                 loss or damage under this Contract.

         (C)     Neither party shall be liable to the other for special,
                 indirect or consequential damages resulting from or arising
                 out of this Contract, including without limitation, loss of
                 profit or business interruptions, however caused.





                                       12

17.      RESPONSIBILITY FOR THE CONDITION OF THE HOLE

         OPERATOR shall be responsible for the condition of the hole and shall
         defend, indemnify and hold CONTRACTOR harmless from and against any
         claims arising from damage to or loss of the hole resulting from any
         of the hazards of drilling or completion operations, including the
         cost of regaining control of the hole.   If the hole is lost solely
         due to the gross negligence of CONTRACTOR or its'  personnel,
         CONTRACTOR shall redrill the hole or drill a new hole, to the depth at
         which the hole was lost, at the negligence remedial rate, as
         OPERATOR's sole and exclusive remedy.  During any such period of
         remedial drilling, the parties shall continue their respective
         responsibilities under this Contract, including without limitation,
         those responsibilities concerning furnishment of supplies and
         materials.

18.      RISK OF DAMAGE TO OR LOSS OF UNDERGROUND MINERAL DEPOSITS

         OPERATOR assumes the entire risk of damage to or loss or destruction
         of underground mineral deposits, reservoirs, or pools, and from any
         loss of oil and gas resulting from operations under this Contract if
         at the time of the act or omission causing such damage, loss or
         destruction, the oil or gas had not been reduced to physical
         possession above the surface of the earth.  OPERATOR shall hold
         CONTRACTOR harmless against any such damage to the mineral deposits,
         reservoirs, or pools, and from any loss of oil and gas resulting from
         operations under this Contract regardless of the cause of such loss or
         damage if at the time of the act or omission causing such damage, loss
         or destruction, the oil or gas had not been reduced to physical
         possession above the surface of the earth.

19.      RESPONSIBILITY FOR INSURANCE

         CONTRACTOR shall at all times during the term of this agreement
         purchase or provide insurance coverage in amounts no less than the
         amounts provided in this Article 19.  The insurance companies will be
         reasonably acceptable to OPERATOR and CONTRACTOR shall provide
         OPERATOR certificates evidencing the coverage.  CONTRACTOR agrees that
         all policies required shall include an endorsement waiving the rights
         of subrogation against OPERATOR for liabilities specifically assumed
         by CONTRACTOR under this Contract.  OPERATOR will be named an
         additional insured under CONTRACTOR's General Liability and Automobile
         Liability policies to the extent of the liabilities specifically
         assumed by CONTRACTOR under the terms of this Contract. Such policies
         shall provide for thirty (30) days notice in writing to OPERATOR in
         the event of cancellation or material change in coverage.  In the
         event subcontractors are used by CONTRACTOR, CONTRACTOR will require
         such subcontractors to maintain Worker's Compensation and General
         Liability Insurance commensurate with the work being subcontracted.
         Any claim against Worker's Compensation or Liability Insurance shall
         be defended or discharged by CONTRACTOR.  The insurance coverage's
         are:





                                       13
   17
         Worker's Compensation Insurance sufficient to comply with the laws of
         the State of Texas  to cover Expatriate employees.  CONTRACTOR shall
         further comply with the laws of  Colombia related to employment and
         labor including any Worker's Compensation and Worker's Insurance or
         other similar requirements regarding National employees, and shall
         carry Employer's Liability Insurance with limits of U.S. $300,000 for
         injury to or death of each person and U.S. $1,000,000 for injuries to
         or death of more than one person by reason of each occurrence;

         Comprehensive General Liability Insurance with limits of U.S.  $300,000
         for injury to or death of one person, U.S. $1,000,000 for injury to or
         death of more than one person by reason of each occurrence and
         property damage coverage for loss of or damage to the property of
         third persons in the amount of U.S. $1,000,000 for any occurrence;

         Comprehensive Automobile Liability Insurance with limits of U. S.
         $250,000 per person with a limit of U.S. $1,000,000 each occurrence
         and U.S. $1,000,000 property damage each occurrence;

         Rig Casualty Insurance sufficient to protect CONTRACTOR against loss
         or damage to the drilling equipment specified in Exhibit 'B' to be
         supplied by CONTRACTOR.  Such Rig Casualty Insurance shall provide for
         a waiver of subrogation as to OPERATOR, limited to the extent of the
         specific liabilities assumed by CONTRACTOR in this Contract.

         Excess Liability coverage in an amount of U.S. $5,000,000.

         CONTRACTOR shall obtain any other coverage required by the laws of the
         Colombia.

20.      FORCE MAJEURE

         Except for obligations for the payment of money, neither party shall
         be liable for loss or damage arising out of any delay or failure of
         performance caused by circumstances beyond its control, including but
         not limited to earthquake, flood, hurricane, acts of God or public
         enemies, war, national emergency, invasion, insurrection, riots,
         strikes, picketing, boycott, interruption of services rendered by any
         public utility or interference by any governmental agency or official
         (whether legal or illegal) . Nor shall any delay or failure of
         performance due to any of said causes be deemed a breach of or a
         default in the performance of this Contract.  The party prevented from
         performing for any such cause shall promptly notify the other and
         shall do all things reasonably possible to remove such cause and shall
         resume performance hereunder as soon as such cause is removed.  Should
         any act of force majeure causing the suspension of operations
         hereunder continue for a period of thirty (30) days or more, OPERATOR
         shall have the right to terminate this agreement by giving CONTRACTOR
         five (5) days prior notice of its intention to do so, subject to
         payment in accordance with Articles 30.4 and 30.3 and 30.11.





                                       14

21.      POLLUTION OR CONTAMINATION

         OPERATOR shall assume all liability for and defend, indemnify, hold
         CONTRACTOR harmless from any loss or damage arising from pollution or
         contamination except if caused by CONTRACTOR's gross or willful
         negligence, including but not limited to that which may result from
         (1) blowout, fire, cratering,  or any other uncontrolled flow of oil,
         gas or water during the conduct of operations hereunder and (2) the
         use or disposition of oil emulsion, oil base or chemically treated
         drilling fluids, well cuttings, and cavings, lost circulation and
         fishing operations, recovery of materials and fluids, as well as the
         furnishing of transportation for and disposition of such materials
         when required, and then in such event CONTRACTOR will be liable for up
         to $1,000,000 in such pollution damages (the limit of CONTRACTOR's
         insurance).  Contractor shall assume liability for spills of pipe
         dope, greases, solvents, or other similar surface materials under its
         control. OPERATOR acknowledges that CONTRACTOR currently maintains
         $1,000,000 of insurance coverage for pollution and contamination
         liability.  OPERATOR shall have the right to require CONTRACTOR to
         carry additional insurance for pollution and contamination liability,
         provided that OPERATOR shall be responsible of the costs of such
         additional insurance.

PART IV:  LAW OF THE CONTRACT

22.      ASSIGNMENT OF CONTRACT

         At any time after the effective date of this Contract, OPERATOR shall
         have the right , for all or any portion of the initial or subsequent
         term of this Contract, to assign its rights under this Contract and to
         delegate its obligations under this Contract, provided that any such
         assignee agrees in writing to be bound by the terms of this Contract
         as if such assignee were OPERATOR hereunder.  During the period of any
         such assignment, CONTRACTOR agrees that CONTRACTOR shall look solely
         to such assignee for performance of this Contract, including the
         provisions of this Contract with respect to compensation of CONTRACTOR
         and indemnification.

         22.1    In the event of assignment of this Contract, all applicable
                 rates under this Contract,  in addition to adjustments for
                 operations in assignee's area,  shall become the
                 responsibility of such third party from date of release of rig
                 from OPERATOR until date of release of rig from the third
                 party except that nothing herein contained shall release
                 OPERATOR from CONTRACTOR's compensation during such assignment
                 in the event such party fails to pay CONTRACTOR all amounts
                 due under such assignment.

23.      EXHIBITS AS PART OF CONTRACT

         Exhibits 'A', 'B', 'C', 'D' and 'E' (including Attachment 'A')are
         attached hereto and shall be considered to be part of this agreement
         to the same extent





                                       15

         as if incorporated in the body hereof.  For better identification,
         such exhibits shall be initialed by both parties.

24.      RELATIONSHIP OF PARTIES

         The work shall be performed by CONTRACTOR as an independent contractor
         and CONTRACTOR's employees shall at all times be under the direction
         and control of CONTRACTO. CONTRACTOR will receive directions from
         OPERATOR as to the end results to be accomplished, and CONTRACTOR
         shall be responsible for directing its employees as to the manner and
         means of accomplishing the work to be performed by CONTRACTOR pursuant
         to good and workmanlike practices.  Compliance by CONTRACTOR, or its
         employees, with engineering directions, safety practices, maintenance
         instructions or change of orders issued by OPERATOR shall not affect
         CONTRACTOR's status as an independent contractor and shall not relieve
         CONTRACTOR of the obligations assumed by him under this Contract.

25.      GOVERNING LAW

         This agreement and interpretation hereof shall be governed by the laws
         of the State of Texas, exclusive of the choice of law rules thereof,
         as if therein to be wholly performed.

26.      PRIOR AGREEMENTS

         No prior stipulations, agreements or understanding by the parties or
         any of their representatives shall be valid or enforceable unless
         embodied in this Contract or covered by its provisions or added by
         separate letter executed by both parties or their agents.

27.      WAIVER

         The waiver of or failure to require the performance of any covenant or
         obligation contained in this Contract shall not be deemed to
         constitute a waiver of a similar later breach.

28.      PATENTS AND RIGHTS

         OPERATOR shall not be liable or responsible for any damages or claims
         of any kind arising out of real or alleged patent infringements,
         design trademark or name or other protected rights which arise out of
         or are caused by or are attributed, directly or indirectly, to any
         work carried out and/or any equipment used by CONTRACTOR or its
         subcontractors and CONTRACTOR shall indemnify, save and hold harmless
         OPERATOR, its officers, employees, agents and servants from and
         against such damages and claims.  CONTRACTOR shall not be liable or
         responsible for any damages or claims of any kind arising out of real
         and alleged patent infringements, design trademark or name or other
         protected rights which arise out of or are caused by or are





                                       16

         attributed to, directly or indirectly, any work carried out and/or any
         equipment, except the equipment of CONTRACTOR and its subcontractors,
         used by OPERATOR and OPERATOR shall indemnify, save and hold harmless
         CONTRACTOR, its officers, employees, agents and servants from and
         against such damages and claims.

29.      OBLIGATION TO COMPLY WITH LAWS

         CONTRACTOR and OPERATOR agree to comply with all permits, concessions
         and clearances provided to each other (and with all applicable laws
         and regulations) that govern the performance of each party's
         obligations under this Contract.  Each party shall indemnify the other
         party against any and all liabilities, damages, claims, fines,
         penalties and expense of whatsoever nature resulting from either
         party's  failure to comply with this provision.  CONTRACTOR represents
         that it is qualified to do business and is established on a proper
         legal basis to perform this Contract for OPERATOR in Colombia.

PART V:  COMPENSATION TO CONTRACTOR

30.      RATES OF COMPENSATION - None of the rates specified under this Clause
         30 shall begin to accrue until the Commencement Date.

         CONTRACTOR shall perform drilling operations and fulfill its
         obligations according to this Contract.  OPERATOR shall pay CONTRACTOR
         as full compensation for the work performed and material, equipment
         and supplies furnished as follows:

         30.1    Mobilization Fee - Initial wellsite will  be determined prior
                 to Mobilization Fee being quoted by CONTRACTOR and approved by
                 OPERATOR.  OPERATOR shall pay CONTRACTOR in a lump sum the
                 amount set forth as Exhibit 'A', Item 1, for CONTRACTOR
                 mobilizing its personnel which are located at Torcaz 2 and
                 its' rig and ancillary equipment and materials and supplies
                 from the Torcaz field area of the Middle Magdalena Valley to
                 Operator's wellsite.   OPERATOR shall pay this amount within
                 thirty days of receiving CONTRACTOR's invoice bearing the date
                 of departure of the rig from the Torcaz Field.

         30.2    Operating Day Rate - This rate is set forth as Exhibit 'A',
                 Item 2.  Unless superseded by another rate, beginning on the
                 day CONTRACTOR is ready to spud the first well (the
                 'Commencement Date') and continuing all the time until the rig
                 is released in preparation for rigging down to move.


         30.3    Moving Rate - This rate is set forth as Exhibit 'A', Item 3.
                 This rate shall apply during  rigging up operations, during
                 dismantling operations and for all time spent moving the rig
                 from one wellsite to another wellsite.  Operator and
                 Contractor shall, within 24 hours or earlier of rig release





                                       17

                 from Operator's wellsite, mutually agree to a single lump sum
                 transportation fee to transport all of Contractor's rig and
                 equipment to Operator's next wellsite.   If mutual agreement
                 on a lump sum fee cannot be reached then Contractor's
                 equipment will be moved using Operator furnished
                 transportation and Contractor shall invoice Operator for all
                 moving days at the Moving Rate specified in Exhibit 'A'.

         30.4    Standby With Crews Rate - This rate is set forth in Exhibit
                 'A', Item 4.  Except for the situation set forth in Article
                 30.6, whenever the rig is shut down at OPERATOR's request, the
                 rig shall be considered to be standing by with crews.  The
                 Operating Day Rate shall be payable for the first 24 hours
                 after Operator's request and thereafter the Standby With Crews
                 Rate shall be payable until the standby with crews status
                 ends.

         30.5    Standby Without Crews Rate -  This rate is set forth as
                 Exhibit 'A', Item 5.  Whenever in OPERATOR'S sole judgment the
                 estimated period of OPERATOR requested rig shut down is long
                 enough to warrant demobilization of personnel, cessation of
                 camp operations or other cost reductions, OPERATOR may place
                 the rig on the Standby Without Crews Rate upon five days
                 written notice to CONTRACTOR.   OPERATOR shall reimburse
                 CONTRACTOR in demobilizing CONTRACTOR's personnel from point
                 of origin and remobilizing them in connection with a period of
                 Standby Without Crews status at cost plus ten percent (10%).


                 30.5.1      Following the  completion of Torcaz 2 the then
                             standby without crew rate of $2340/day shall apply
                             following installation and successful testing of
                             Top Drive until mobilization commences from Torcaz
                             2 to Catalina 1.

         30.6    Mechanical Breakdown Rate - This rate is set forth at Exhibit
                 'A', Item 6 and is applied as follows: if there is a work
                 stoppage due to mechanical failure not primarily caused by the
                 negligence of CONTRACTOR's personnel, payment shall be at the
                 full Operating Day Rate for any such stoppage up to
                 twenty-four hours per occurrence.  Thereafter, CONTRACTOR
                 shall be entitled to receive the Mechanical Breakdown Rate
                 until the breakdown is repaired.  Cumulative invoices by
                 CONTRACTOR  to OPERATOR under this Clause 30.6 shall not
                 exceed $250,000 for any 365 day time period.

         30.7    Negligence Remedial Rate

                 30.7.1     This rate is set forth at Exhibit 'A', Item 7 and
                            is applied as follows:  If there is a work stoppage
                            as a  primary result of the negligence of
                            CONTRACTOR's personnel, OPERATOR shall pay the
                            Operating Day Rate for any such stoppage up to
                            twenty-four hours.  Thereafter, the rate shall be
                            at the





                                       18

                            Negligence Remedial Rate until the breakdown is
                            repaired or for ten days whichever first occurs.
                            If a breakdown under this Article 30.7.1 continues
                            for more than ten days, CONTRACTOR shall earn zero
                            rate beginning with the eleventh day until the
                            breakdown is repaired.   Total payments under this
                            Clause 30.7.1 shall not to exceed $100,000 during
                            the initial term of this contract and $50,000
                            during subsequent terms.

                 30.7.2     The Negligence Remedial Rate shall be payable for
                            all time, without limitation, spent at drilling
                            operations as provided in Article 17.

      30.8       Force Majeure Rate - This rate is set forth at Exhibit 'A',
                 Item 8.  The Force Majeure Rate shall be payable whenever a
                 condition of force majeure exists as described in Article 20.
                 Total payments under this Clause 30.8 shall not exceed
                 $100,000 during the initial terms of this contract and $50,000
                 during subsequent terms.

       30.9      Demobilization Fee - OPERATOR shall pay CONTRACTOR in a lump
                 sum the amount set forth as Exhibit 'A', Item 9, as a
                 demobilization fee within thirty days of receiving
                 CONTRACTOR's invoice bearing the date the rig, ancillary
                 equipment and supplies departs OPERATOR's last wellsite.

      30.10      Application of Rates - The rates set forth in this Article 30
                 apply for a full 24-hour day and shall be prorated when two or
                 more rates apply to parts of a single 24-hour day.  Only one
                 rate or fee shall be payable at any one time.  During rigging
                 up, dismantling and well to well movement operations, the full
                 daily rate shall be payable even if operations are conducted
                 only during the daylight portion of the day.


      30.11      Early Termination Fee - In the event this Contract is
                 terminated by OPERATOR prior to the one year initial term,
                 CONTRACTOR will receive, in addition to the compensation
                 provided in Section 3.2.2, the Early Termination Fee.  The
                 Early Termination Fee shall not exceed 90 days at the Standby
                 Without Crew Rate, the applicable Demobilization Fee and the
                 remaining unrecovered cost of the 5' Drill Pipe and Top Drive
                 Unit.

31.      REIMBURSABLE ITEMS

         31.1    Materials, Services and Personnel - If OPERATOR requests
                 CONTRACTOR to provide materials, services or personnel in
                 addition to those specified in this Contract.  OPERATOR shall
                 reimburse CONTRACTOR for such materials and services as are
                 actually furnished at CONTRACTOR cost plus fifteen percent
                 (15%).  If any additional personnel are furnished by
                 CONTRACTOR on a short term





                                       19

                 basis, OPERATOR shall reimburse CONTRACTOR at cost plus
                 fifteen percent  (15%).

         31.2    Oil-Based Drilling Fluid Incentives - For each day of the
                 Contract term during which oil base drilling fluid is in use,
                 OPERATOR shall reimburse CONTRACTOR at the rate of U.S. $10.00
                 per person for incentive payments to those staff personnel and
                 U.S.$4.00 per person for incentive payments to those non-staff
                 personnel assigned to the operation who are actually on a rig
                 tour on a day when oil base drilling fluid is in use.
                 CONTRACTOR shall invoice OPERATOR separately for this
                 reimbursement each month and shall support the invoice with a
                 schedule of incentive payments made.

32.      DAILY RATE INCREASES

         The rates established in the Contract are based on current costs as of
         the date of this contract.  If after the execution of this agreement,
         CONTRACTOR shall demonstrate to the reasonable satisfaction of
         OPERATOR that an increase has occurred in any component, or the sum of
         several components of CONTRACTOR's costs that increases said costs in
         excess of 5%, the daily rate shall be appropriately adjusted in an
         amount equal to such cost changes.  Daily Rate increases under this
         Clause shall not exceed 10% of the Operating Day Rate during any 12
         month period.

33.      SIGNATURES OF THE PARTIES

         IN WITNESS OF THE COVENANTS AND CONDITIONS OF THE FOREGOING THIRTY-
         THREE ARTICLES OF THIS CONTRACT AND THE EXHIBITS HERETO, the parties
         execute two (2) copies of this Contract, one of which shall be
         retained by OPERATOR and one of which shall be retained by CONTRACTOR.



      OPERATOR                             CONTRACTOR

HARKEN DE COLOMBIA, LTD.                   MARLIN COLOMBIA DRILLING
                                           COMPANY, INC.

By: /s/ BRUCE N. HUFF                      By: /s/ ROBERT E. WARREN    
   -------------------------------            --------------------------
        Bruce N. Huff                              Robert E. Warren
Title:  Sr. V.P. & Director              Title:    Vice President     
       ---------------------------               -----------------------
Date:   May 15, 1997                      Date:    May 15, 1997         
      ----------------------------              ------------------------





                                       20

                                  EXHIBIT A
                   MARLIN COLOMBIA DRILLING COMPANY - RIG 8
                               RATES OF PAYMENT
                          HARKEN DE COLOMBIA, LTDA.





--------------------------------------------------------------------------------
ITEM                    DESCRIPTION                     FEE RATE IN U.S. $
--------------------------------------------------------------------------------
                                                  
1.             Mobilization Fee
                   Torcaz 2 to Catalina No. 1            $ 210,000
--------------------------------------------------------------------------------
2.             Operating Day Rate
                   with 3rd Pump                         $  12,038     + $6,200
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3.             Moving Rate                               $   7,825     + $6,200
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4.             Standby with Crews Rate                   $  10,972     + $6,200
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5.             Standy without Crews Rate                 $   3,500     + $6,200
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6.             Mechanical Breakdown Rate   
                   1st 24 hrs. Per occurrence            $  12,038     + $6,200
                   After 24 hrs. Per occurrence          $   7,825     + $6,200
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7.             Negligence Remedial Rate
                   1st 24 hrs.                           $  12,038
                   After 24 hrs. thru 30 days            $  10,972
                   After 30 days                         $       0
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8.             Force Majeure Rate                        $  10,972
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9.             Demobilization Fee                        $ 280,000*
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10.            Early Termination Fee                     (90 Days x $3500/day) +
                                                         Term remaining in days
                                                         x $6,200/day
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11.            Catering and Lodging                      $   12.00/meal
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12.            Patio Hands                               $   50.00/day each
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* Unless mobed to another client within 30 days, then 100,000.