SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934




        Date of Report (date of earliest event reported): August 17, 2001



                             R&B FALCON CORPORATION
             (Exact name of registrant as specified in its charter)



           DELAWARE                   1-13729                 76-0544217

(State or other jurisdiction of     (Commission            (I.R.S. Employer
incorporation or organization)      File Number)          Identification No.)




                                4 GREENWAY PLAZA
                              HOUSTON, TEXAS 77046
              (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code: (713) 232-7500


ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On August 17 and 19, 2001, R&B Falcon Corporation ("R&B Falcon") and one of its subsidiaries sold in separate transactions the following nine drilling units (the "Drilling Units") to Transocean Offshore International Ventures Limited (the "Buyer"): the Jack Bates, the Deepwater Millenium, the Deepwater Expedition, the Peregrine I, the Deepwater Horizon, the C. Kirk Rhein, the Falcon 100, the Deepwater Navigator and the Deepwater Discovery. Both R&B Falcon and the Buyer are wholly owned direct or indirect subsidiaries of Transocean Sedco Forex Inc. ("TSF"). The Buyer is not a direct or indirect subsidiary of R&B Falcon. Each of the directors and officers of R&B Falcon are officers of TSF. In consideration of the sales of the Drilling Units, an aggregate of $1,190 million of debt owed by R&B Falcon to TSF was either cancelled or transferred to a subsidiary of R&B Falcon and the Buyer delivered promissory notes bearing interest at 5.72% per annum and due August 17, 2011 in the aggregate amount of $425 million. The amount of the consideration was determined based on an appraisal of each of the Drilling Units provided by an independent rig broker. At the time of the sales, each of the Drilling Units was being utilized in connection with a drilling contract between a subsidiary of R&B Falcon and a customer. These contracts were not transferred, and R&B Falcon or its subsidiaries have secured the use of the Drilling Units for the purpose of performing these contracts through charters or other arrangements. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (b) PRO FORM FINANCIAL INFORMATION The pro forma financial information required by Item 7(b) of Form 8-K is as set forth below: BUSINESS COMBINATION On August 19, 2000, R&B Falcon entered into an Agreement and Plan of merger with TSF, a Cayman Islands company, whereby each share of R&B Falcon's common stock would convert into 0.5 ordinary shares of TSF (the "merger"). The common shareholders of R&B Falcon approved the merger at a special meeting on December 12, 2000. On January 31, 2001, the merger was completed and R&B Falcon became an indirect wholly owned subsidiary of TSF. In connection with the merger, TSF also assumed warrants and options exercisable for R&B Falcon common stock prior to the merger. Such warrants and options are exercisable for approximately 13.2 million TSF ordinary shares. The merger was accounted for as a purchase with TSF as the accounting acquiror. Accordingly, the purchase price was allocated to the assets and liabilities of R&B Falcon based on their estimated fair values as of January 31, 2001 with the excess accounted for as goodwill. The purchase price adjustments were "pushed down" to the consolidated financial statements of R&B Falcon. In January 2001, in connection with the merger, R&B Falcon recorded expense of approximately $58.0 million including: 1) payment of an investment advisory fee of $19.6 million to Morgan Stanley; 2) payment of termination benefits of $25.1 million to seven employees in accordance with employment contracts; and 3) recording of a $9.5 million charge due to the acceleration of vesting of certain stock options and restricted stock grants previously awarded to certain employees. In addition, R&B Falcon contributed its inland marine support vessel business, consisting primarily of shallow water tugs, crewboats and utility barges, to Delta Towing Holdings, LLC ("Delta Towing"). In connection with this contribution, R&B Falcon received secured contingent notes totaling $144.0 million and a 25 percent ownership interest in Delta Towing. R&B Falcon recorded a pre-tax charge of $64.0 million, which is included in operating and maintenance expense, as a reserve against the contingent notes in January 2001. The remaining 75 percent ownership interest is beneficially owned by unrelated third parties. HOW WE PREPARED THE UNAUDITED PRO FORMA FINANCIAL INFORMATION The balance sheet data assumes the sale of the Drilling Units was completed on June 30, 2001. The operating results data for the year ended December 31, 2000 and the six months ended June 30, 2001 assume the merger with TSF and the sale of the Drilling Units were completed on January 1, 2000. Certain reclassifications have been made to prior periods to conform with the current period's presentation. If R&B Falcon had merged with TSF and completed the sale of the Drilling Units on the dates assumed in the pro forma condensed consolidated financial statements, R&B Falcon might have performed differently. You should not rely on the pro forma condensed consolidated financial information as an indication of the financial position or results of operations that R&B Falcon would have achieved had the merger and sale of the Drilling Units taken place earlier or of the future financial position or results of operations that R&B Falcon will achieve after the merger and sale of the Drilling Units. 2

<TABLE> <CAPTION> R&B FALCON CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEET AS OF JUNE 30, 2001 ($ IN MILLIONS) PRO FORMA SALE OF DRILLING UNITS HISTORICAL ADJUSTMENTS (2) PRO FORMA ------------ ---------------- ----------- <S> <C> <C> <C> Cash and Cash Equivalents $ 44.5 $ - $ 44.5 Accounts Receivable 337.4 - 337.4 Receivable from Related Parties 38.8 - 38.8 Materials and Supplies 63.3 - 63.3 Other Current Assets 34.0 - 34.0 ------------ ---------------- ----------- Total Current Assets 518.0 - 518.0 ------------ ---------------- ----------- Property and Equipment 4,143.5 (1,691.5) 2,452.0 Less Accumulated Depreciation 106.9 (19.8) 87.1 ------------ ---------------- ----------- Property and Equipment, net 4,036.6 (1,671.7) 2,364.9 ------------ ---------------- ----------- Goodwill, net 5,516.5 - 5,516.5 Investments in and Advances to Joint Ventures 36.2 - 36.2 Assets Held for Sale 121.7 - 121.7 Receivable from Related Parties - 425.0 425.0 Other Assets 131.5 - 131.5 ------------ ---------------- ----------- Total Assets $ 10,360.5 $ (1,246.7) $ 9,113.8 ============ ================ =========== Accounts Payable $ 65.4 $ - $ 65.4 Accrued Income Taxes 36.4 - 36.4 Debt Due Within One Year 37.2 - 37.2 Payable to Related Parties 77.5 - 77.5 Other Current Liabilities 129.2 - 129.2 ------------ ---------------- ----------- Total Current Liabilities 345.7 - 345.7 ------------ ---------------- ----------- Long-Term Debt 1,744.8 - 1,744.8 Long-Term Advances from Related Party 1,346.6 (1,190.0) 156.6 Deferred Income Taxes 138.6 (19.8) 118.8 Other Long-Term Liabilities 50.5 - 50.5 ------------ ---------------- ----------- Total Long-Term Liabilities 3,280.5 (1,209.8) 2,070.7 ------------ ---------------- ----------- Minority Interest 101.3 - 101.3 ------------ ---------------- ----------- Common Stock - - - Additional Paid-in Capital 6,828.6 - 6,828.6 Accumulated Deficit (195.6) (36.9) (232.5) ------------ ---------------- ----------- Total Shareholders' Equity 6,633.0 (36.9) 6,596.1 ------------ ---------------- ----------- Total Liabilities and Shareholders' Equity $ 10,360.5 $ (1,246.7) $ 9,113.8 ============ ================ =========== </TABLE> See Notes to the R&B Falcon Corporation and Subsidiaries Unaudited Condensed Consolidated Pro Forma Financial Statements 3

<TABLE> <CAPTION> R&B FALCON CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2001 ($ IN MILLIONS) PRO FORMA PRO FORMA SALE OF MERGER DRILLING UNITS HISTORICAL ADJUSTMENTS (1) SUBTOTAL ADJUSTMENTS (3) PRO FORMA ------------ ---------------- ---------- ---------------- ----------- <S> <C> <C> <C> <C> <C> <C> Operating Revenues $ 713.0 $ (2.7) (1a) $ 710.3 $ - $ 710.3 ------------ ---------------- ---------- ---------------- ----------- Costs and Expenses Operating and maintenance 477.6 (66.2) (1b) 411.4 72.9 484.3 Depreciation and amortization 183.4 15.9 (1c) 199.3 (26.7) 172.6 General and administrative 64.6 (58.0) (1d) 6.6 - 6.6 ------------ ---------------- ---------- ---------------- ----------- 725.6 (108.3) 617.3 46.2 663.5 Loss on Sale of Assets (1.5) - (1.5) - (1.5) ------------ ---------------- ---------- ---------------- ----------- Operating Income (14.1) 105.6 91.5 (46.2) 45.3 Other Expense, net (84.6) 4.5 (1f) (80.1) 40.3 (39.8) ------------ ---------------- ---------- ---------------- ----------- Income From Continuing Operations Before Taxes, Minority Interest and Extraoridinary Item (98.7) 110.1 11.4 (5.9) 5.5 Income Tax Expense (1.4) 32.5 (1g) 31.1 (2.1) 29.0 Minority Interest in Income 0.1 - 0.1 - 0.1 ------------ ---------------- ---------- ---------------- ----------- Loss Before Extraordinary Item (97.4) 77.6 (19.8) (3.8) (23.6) Loss on Extraordinary Item, net of tax (17.3) - (17.3) - (17.3) ------------ ---------------- ---------- ---------------- ----------- Net Loss $ (114.7) $ 77.6 $ (37.1) $ (3.8) $ (40.9) ============ ================ ========== ================ =========== </TABLE> See Notes to the R&B Falcon Corporation and Subsidiaries Unaudited Condensed Consolidated Pro Forma Financial Statements 4

<TABLE> <CAPTION> R&B FALCON CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2000 ($ IN MILLIONS) PRO FORMA PRO FORMA SALE OF MERGER DRILLING UNITS HISTORICAL ADJUSTMENT (1) SUBTOTAL ADJUSTMENTS (3) PRO FORMA ------------ --------------- ---------- ---------------- ----------- <S> <C> <C> <C> <C> <C> <C> Operating Revenues $ 1,089.2 $ (31.4) (1a) $ 1,057.8 $ - $ 1,057.8 Costs and Expenses Operating and maintenance 836.7 (25.8) (1b) 810.9 87.3 898.2 Depreciation and amortization 189.9 218.1 (1c) 408.0 (40.5) 367.5 General and administrative 29.3 (9.5) (1d) 19.8 - 19.8 Merger Expenses 6.1 (6.1) (1e) - - - ------------ --------------- ---------- ---------------- ----------- 1,062.0 176.7 1,238.7 46.8 1,285.5 Gain from Sale of Assets 176.8 - 176.8 - 176.8 ------------ --------------- ---------- ---------------- ----------- Operating Loss 204.0 (208.1) (4.1) (46.8) (50.9) Other Expense, net (184.5) 56.3 (1f) (128.2) 80.6 (47.6) ------------ --------------- ---------- ---------------- ----------- Loss Before Income Taxes, Minority Interest 19.5 (151.8) (132.3) 33.8 (98.5) Income Tax Expense (Benefit) 48.8 (7.8) (1g) 41.0 11.8 52.8 Minority Interest in Income 28.7 - 28.7 - 28.7 ------------ --------------- ---------- ---------------- ----------- Net Loss (58.0) (144.0) (202.0) 22.0 (180.0) Preferred Stock Dividends, Accretion and Tender Offer Premium 206.8 0 206.8 - 206.8 ------------ --------------- ---------- ---------------- ----------- Net Loss Applicable to Common Shareholders $ (264.8) $ (144.0) $ (408.8) $ 22.0 $ (386.8) ============ =============== ========== ================ =========== </TABLE> See Notes to the R&B Falcon Corporation and Subsidiaries Unaudited Condensed Consolidated Pro Forma Financial Statements 5

R&B FALCON CORPORATION AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS (amounts in millions) (1) A summary of the pro forma adjustments to effect the merger and to eliminate the results of operations of R&B Falcon's inland marine support vessel business which was disposed of in connection with the closing of the merger is as follows: (a) Operating revenues -- Represents the results of operations of R&B Falcon's inland marine support vessel business. (b) Operating and maintenance -- Represents the results of operations of R&B Falcon's inland marine support vessel business. (c) Depreciation and amortization -- A reconciliation of the pro forma adjustment to depreciation and amortization is as follows: <TABLE> <CAPTION> December June 30, 31, 2000 2001 ---------- ---------- <S> <C> <C> Additional depreciation resulting from the adjustment to fair value of R&B Falcon's property and equipment and conforming depreciable lives and $ 93.6 $ 5.4 salvage values Amortization of goodwill resulting from the merger over a 40-year estimated life 134.6 11.4 Elimination of the results of operations of R&B Falcon's inland marine support vessel business (10.1) (0.9) ---------- ---------- Total pro forma adjustment to depreciation and amortization $ 218.1 $ 15.9 ========== ========== </TABLE> (d) General and administrative -- Represents adjustments resulting from the fair value adjustments of R&B Falcon's defined benefit pension plans, other post retirement benefit plans and the early vesting of restricted stock and the elimination of the results of operations of R&B Falcon's inland marine support vessel business. (e) Merger costs -- Represents adjustments to merger costs incurred by R&B Falcon in 2000. (f) Other income (expense), net -- A reconciliation of the pro forma adjustment to other income (expense), net is as follows: 6

<TABLE> <CAPTION> December June 30, 31, 2000 2001 --------- -------- <S> <C> <C> Adjustment to interest expense resulting from the fair value adjustment of R&B Falcon's fixed rate debt $ 54.8 $ 4.5 Elimination of R&B Falcon's inland marine support vessel business 1.5 - --------- -------- Total pro forma adjustment to other income $ 56.3 $ 4.5 ========= ======== </TABLE> (g) Income tax expense -- Represents the incremental effect on U.S. income taxes related to pro forma adjustments and the elimination of the results of operations of R&B Falcon's inland marine support vessel business. The amortization of goodwill is assumed to be nondeductible for tax purposes. (2) Represents the pro forma adjustments needed to reflect the disposition of the Drilling Units and the related reduction of debt and receipt of promissory notes. (3) Represents the pro forma increase in charter hire expense, reduction in depreciation expense, reduction in operating expense, reduction in interest expense and related income tax effect resulting from the disposition and subsequent charter of the Drilling Units. (c) EXHIBITS 2.1 Drilling Rig Sales Agreement dated as of August 17, 2001 between R&B Falcon Drilling Co. and the Buyer relating to the Jack Bates. 2.2 Drilling Rig Sales Agreement dated as of August 17, 2001 between R&B Falcon and the Buyer relating to the Deepwater Millenium. 2.3 Drilling Rig Sales Agreement dated as of August 17, 2001 between R&B Falcon and the Buyer relating to the Deepwater Expedition. 2.4 Drilling Rig Sales Agreement dated as of August 17, 2001 between R&B Falcon and the Buyer relating to the Peregrine I. 2.5 Drilling Rig Sales Agreement dated as of August 17, 2001 between R&B Falcon Drilling Co. and the Buyer relating to the Deepwater Horizon. 2.6 Drilling Rig Sales Agreement dated as of August 17, 2001 between R&B Falcon Drilling Co. and the Buyer relating to the C. Kirk Rhein. 7

2.7 Drilling Rig Sales Agreement dated as of August 17, 2001 between R&B Falcon and the Buyer relating to the Falcon 100. 2.8 Drilling Rig Sales Agreement dated as of August 17, 2001 between R&B Falcon and the Buyer relating to the Deepwater Navigator. 2.9 Drilling Rig Sales Agreement dated as of August 19, 2001 between R&B Falcon and the Buyer relating to the Deepwater Discovery. 8

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. R&B FALCON CORPORATION Date: August 31, 2001 By: /s/ Eric B. Brown --------------------------------- Name: Eric B. Brown Title: Vice President 9

                          DRILLING RIG SALES AGREEMENT


THIS  DRILLING  RIG  SALES AGREEMENT, is entered into and is effective as of the
17th  day  of August, 2001 by and between R&B FALCON DRILLING CO., a corporation
duly  organized  under  the  laws  of  the State of Oklahoma, with its principal
office  located  in  Houston,  Texas  (hereafter  referred  to  as "SELLER") and
TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED., a limited liability company
duly organized under the laws of the Cayman Islands, with a registered office in
St.  Michaels  Barbados,  (hereinafter  referred  to  as  "BUYER").

WHEREAS,  SELLER  is  the  owner  of  the semi-submersible, JACK BATES  which is
presently  located  in international waters of the U.K. sector of the North Sea;
and

WHEREAS,  BUYER wishes to purchase the JACK BATES  from SELLER and SELLER wishes
to  sell  the  JACK  BATES  to  BUYER,  on the basis of the terms and conditions
contained  in  this  Agreement;

WHEREAS,  BUYER  has  acquired  rights to receive payment of certain amounts due
from  SELLER  to Transocean Sedco Forex under a Revolving Credit Agreement dated
April  6th,  2001  (the  "Revolving  Credit  Agreement  Participation").

NOW,  THEREFORE,  for  and  in  consideration  of  the  premises  and the mutual
agreements  contained  herein,  BUYER  and  SELLER  do  hereby agree as follows:

I.   DEFINITIONS

     The  following  terms shall have the following meaning when used throughout
     this  Agreement  and  any  Exhibits  hereto:

     A.   "Agreement"  -  This  Drilling  Rig Sales Agreement between SELLER and
          BUYER.

     B.   "Rig" - That certain semi-submersible known as the " JACK BATES" owned
          by  SELLER  and  being  of Panamanian flag and registry, with official
          registration  number of 25388-98-A, IMO No. 8755780 with Gross Tonnage
          of  29,135 and with Net Tonnage of 8,740, together with any machinery,
          engines,  equipment,  anchors,  cable,  drilling  machinery,  drilling
          equipment,  pumps,  drilling supplies, tools, stores, furniture, items
          of  personality,  electrical,  mechanical,  or chemical, hydraulic and
          other  systems,  actually  located  thereon,  incorporated  therein or
          attached  thereto.  In  addition  the  term shall include all items of
          equipment,  machinery  and  parts located on the Jack Bates. This sale
          shall  exclude  any inventory, spares or other equipment which is kept
          in  a warehouse or other storage facility onshore. This sale shall not
          include  any  item  of  any  kind  which  belongs  to  a  third party.

     C.   "Closing Date" - That mutually agreed upon date and time while the Rig
          is  located  in  international  waters  and  outside  the  territorial
          jurisdiction  of  any  country  at  which time the closing of the sale
          contemplated  by  this  Agreement  shall  take  place.


II. SALE AND PURCHASE; CONSIDERATION A. SELLER does hereby agree to sell the Rig to BUYER and BUYER does hereby agree to purchase the Rig from SELLER upon the basis of the terms and conditions set forth in this Agreement. B. Upon the Closing Date, as consideration for the sale of the Rig, BUYER hereby agrees to assign and deliver to SELLER an undivided interest in the Revolving Credit Participation in a principle amount equal to U.S$165,000,000 in a form similar to Exhibit "A" attached hereto. C. On the Closing Date, representatives of SELLER and BUYER shall meet for the purpose of closing the sale of the Rig. At the closing, upon receiving BUYER'S consideration referred to above, SELLER'S representative at the closing shall deliver to BUYER'S representative at the closing the following: 1. A Bill of Sale of the Rig in a form similar to Exhibit "B" attached hereto as well as any other documentation reasonably requested by BUYER to enable it to register the Rig in BUYER'S name. 2. Any technical or regulatory documentation pertaining to the Rig which SELLER may have in its possession and which is not already aboard the Rig, such as classification society certificates, loadline certificates, radio licenses, engineering drawings, etc.; If the closing has not occurred by close of business on September 30, 2001, then this Agreement shall terminate, unless extended in writing by mutual agreement, and neither SELLER nor BUYER shall have any further obligations to the other with respect to the sale or purchase of the Rig. III. DELIVERY Concurrent with the delivery of the Bill of Sale at the closing, SELLER shall deliver physical possession of the Rig to BUYER in international waters and outside the territorial jurisdiction of any country. Concurrent with delivery of the Bill of Sale at the closing, BUYER shall acknowledge acceptance of physical possession of the Rig by executing and delivering to SELLER the Certificate of Acceptance of Delivery in the form attached hereto as Exhibit "C" ("Certificate of Acceptance of Delivery"). Title to and risk of loss of the Rig shall pass to BUYER as of the date and time indicated upon the said Certificate of Acceptance of Delivery. IV. REPRESENTATIONS AND WARRANTIES A. BUYER hereby acknowledges that this sale and purchase of the Rig is on an "as is, where is" basis, with all faults accepted by BUYER, and that, except as expressly provided in Article V.A.1. and V.A.2. below, this sale and purchase is WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, BY SELLER, AND THAT SELLER DOES NOT MAKE ANY WARRANTY, GUARANTY, OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE RIG INCLUDING, BUT NOT LIMITED TO, SEAWORTHINESS, VALUE, DESIGN, OPERATION, 2

MERCHANTABILITY, FITNESS FOR USE OR PARTICULAR PURPOSE OF THE RIG OR AS TO THE ELIGIBILITY OF THE RIG FOR ANY PARTICULAR TRADE, AND BUYER HEREBY WAIVES AS AGAINST SELLER ALL WARRANTIES OR REMEDIES OR LIABILITIES WITH RESPECT TO SUCH WARRANTIES ARISING BY LAW OR OTHERWISE WITH RESPECT TO THE RIG, INCLUDING, BUT NOT LIMITED TO (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (b) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. Nothing contained in this Article V shall be construed as a waiver of any right which SELLER or BUYER may have against any other person. As between SELLER and BUYER the execution by BUYER of the Certificate of Acceptance of Delivery shall be conclusive proof of the Rig's compliance with all requirements of this Agreement. 1. SELLER represents and warrants that it is the legal owner of the Rig and that it has the right to transfer full and clear title to the Rig to BUYER. 2. SELLER represents and warrants that the Rig is free and clear of any liens or encumbrances of any kind as of the Closing Date. B. Shipyard Warranties and Guarantees. Effective as of the Closing Date, SELLER hereby assigns, sells, transfers and conveys to BUYER all of SELLER's rights and interests in and to any agreement, contract, purchase order, guarantee, representation or warranty relating to the construction, outfitting, commissioning or equipping of the Rig. V. INDEMNITIES Subject to the other provisions of this Agreement, and in particular except as provided in Article IV hereof, SELLER shall indemnify, defend and hold BUYER harmless from and against any claim arising out of or in connection with the Rig in which the alleged event giving rise to such claim occurred prior to the date and time indicated upon the Certificate of Acceptance of Delivery. BUYER shall indemnify, defend and hold SELLER harmless from and against any claim arising out of or in connection with the Rig in which the alleged event giving rise to such claim occurred after the date and time indicated upon the Certificate of Acceptance of Delivery. VI. ASSIGNMENT This Agreement may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. VII. TAXES SELLER shall bear all income or capital gains taxes, if any, which are assessed on account of this sale by any country or any subdivision thereof, and shall hold BUYER harmless from and against any such taxes. BUYER shall 3

bear all sales, value added or any other type of taxes, if any, which are assessed on account of this sale by any country or any subdivision thereof, regardless of against whom the tax is assessed, and shall hold SELLER harmless from and against such taxes. VIII. FLAGGING AUTHORITIES If BUYER intends to leave the Rig flagged in the current flag country, BUYER shall, immediately following this sale, notify the appropriate flag country authorities that the Rig has been sold to it, and shall hold SELLER harmless from any charges, penalties or fees assessed by the flag country authorities in connection with a failure to timely notify them of this sale, or the change in ownership of the Rig. IX. CHOICE OF LAW AND VENUE The parties agree that this Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands, and the courts of the Cayman Islands shall be the exclusive courts of venue and jurisdiction for any claim or action brought hereunder. X. BROKERAGE Each party agrees to indemnify the other party from and against all loss, cost, damage, or expense arising out of claims for fees or commissions of brokers employed or alleged to have been employed by such indemnifying party. XI. COST OF THE TRANSACTION Whether or not the transactions contemplated hereby shall be consummated, the parties agree that each party will pay the fees, expenses and disbursements of such party and its agents, representatives, and counsel incurred in connection with the subject matter of this Agreement. It is recommended by SELLER that BUYER have third party experts inspect the Rig prior to purchase by BUYER. Although SELLER shall make the Rig available and cooperate in facilitating any such inspection, BUYER agrees that the costs for carrying out such inspection shall belong to BUYER and BUYER shall reimburse to SELLER any costs or expenses SELLER incurs in preparing the Rig for inspection. XII. NOTICES Any notice, demand or communication required, permitted or desired to be given hereunder shall be deemed effectively given when personally delivered or telecopied or mailed by prepaid certified mail, return receipt requested, addressed as follows: 4

SELLER: R&B Falcon Drilling Co. Four Greenway Plaza Houston, Texas, 77046 Tel: 713-232-7608 Fax: 713-232-7600 Attn: Mr. Eric B. Brown BUYER: Transocean Offshore International Ventures Limited Walker House, P.O. Box 265 George Town, Grand Cayman, Cayman Islands Tel: 345-949-0100; Fax: 345-949-7886 Attn: Mr. Iain McMurdo or to such other address, and to the attention of such other person or officer as any party may designate. XIII. SEVERABILITY In the event any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason and in any respect, such invalidity, illegality, or unenforceability shall in no event affect, prejudice of disturb the validity of the remainder of this Agreement, which shall be in full force and effect, enforceable in accordance with its terms. XIV. ENTIRE AGREEMENT/AMENDMENT This Agreement supersedes all previous contracts, and constitutes the entire agreement of whatsoever kind or nature existing between or among the parties respecting the sale of the Rig and no party shall be entitled to other benefits than those specified herein. As between or among the parties, no oral statements, prior correspondence, schedules, lists, brochures, drawings or written material of any kind not specifically incorporated herein shall be of any force and effect, and shall not be relied upon by either party. All prior representations or agreements, whether written or verbal, not expressly incorporated herein, are superseded and no changes in or additions to this Agreement shall be recognized unless and until made in writing and signed by both parties hereto. XV. LEGAL FEES AND COSTS In the event any party elects to incur legal expenses to enforce or interpret any provision of this Agreement or to defend against a claim by the other party, the prevailing party will be entitled to recover from the losing party such legal expenses, including, without limitation, attorneys' fees, costs, and necessary disbursements, in addition to any other relief to which such party shall be entitled. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in multiple originals and counterparts by their duly authorized officers, all as of the day and year first above written. 5

SELLER: R&B FALCON DRILLING CO. By: /s/ William Turcotte ------------------------- Name: William Turcotte ----------------------- Title: Assistant Secretary ---------------------- BUYER: TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED By: /s/ Brian Voegele ------------------------- Name: Brian Voegele ----------------------- Title: Vice President ---------------------- 6

EXHIBIT "A" ----------- MEMORANDUM OF ASSIGNMENT & RELEASE This MEMORANDUM OF ASSIGNMENT & RELEASE (this "Memorandum") is executed as of _______________, 2001 by and between TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LTD., a limited liability company duly organized under the laws of the Cayman Islands and with a registered office in St. Michael's, Barbados ("TOIVL") and R&B FALCON CORPORATION, a corporation organized under the laws of Delaware with principle offices in Houston, Texas, USA ("Borrower") and R&B FALCON DRILLING CO., a corporation organized under the laws of Oklahoma, with principle offices in Houston, Texas ("Replacement Lender"). WITNESSETH: WHEREAS, Transocean Sedco Forex Inc., a Cayman Islands corporation ("TSF") has entered into that certain Revolving Credit Agreement dated as of April 6, 2001 (as amended or otherwise modified from time to time, the "Credit Agreement"), between TSF, as the Lender, and R&B Falcon Corporation, the Borrower (Capitalized terms not defined herein are defined in the Credit Agreement); and WHEREAS, in connection with the Credit Agreement, the Borrower executed that certain Promissory Note in the original principal amount of $1,800,000,000 payable to TSF (the "Promissory Note"); and WHEREAS, pursuant to that certain Payment Rights Contribution Agreement dated as of __________, 2001 by and between TSF and TOIVL, TSF assigned, as a contribution to the capital of TOIVL, the right to receive payment under the Promissory Note in an amount equal to $1,245,000,000, plus interest thereon (the "Contributed Obligations"); and WHEREAS, pursuant to that certain Drilling Rig Sale Agreement dated as of ____________, 2001 by and between TOIVL and the Replacement Lender (the "Drilling Rig Sale Agreement"), TOIVL desires to assign a portion of the indebtedness of the Borrower represented by the Contributed Obligations as consideration for the assets and property which shall be transferred from the Replacement Lender and which are the subject matter of the Drilling Rig Sale Agreement. WHEREAS, the Replacement Lender desires to accept the assignment of indebtedness of the Borrower as consideration for the assets transferred to TOIVL and which are the subject matter of the Drilling Rig Sales Agreement NOW, THEREFORE, the parties hereby agree as follows:

1. TOIVL hereby assigns an amount of the Contributed Obligations equal to the principal amount of $165,000,000 (the "Assigned Amount") effective on ________________ (the "Assignment Date"). 2. On the Assignment Date, Replacement Lender shall assign, convey and transfer to TOIVL the assets and property described on Exhibit A --------- attached hereto. 3. Borrower agrees to the assignment of the Assigned Amount and agrees to execute and deliver all such further acts, conveyances, documents and assurances reasonably requested by TOIVL in order to carry out and effectuate the transfer of property contemplated above, including but not limited to a note evidencing its obligation to the Replacement Lender substantially in the form attached hereto as Exhibit B. 4. From and after the Assignment Date, Borrower shall not be obligated to pay to TOIVL any amounts attributable to or relating to the Assigned Amount, whether consisting of sums advanced, interest thereon, or any other amounts of any character whatsoever. 5. From and after the Assignment Date, Borrower shall be obligated to pay to the Replacement Lender amounts attributable to or relating to the Assigned Amount, whether consisting of sums advanced, interest thereon, or any other amounts of any character whatsoever in accordance with the terms of the note attached as Exhibit B. 6. It is agreed and understood that no assignment or cancellation hereunder shall affect the Borrower's liability for Loans under the Credit Agreement which are not Contributed Obligations or which are Contributed Obligations other than the Assigned Amount. IN WITNESS WHEREOF, the parties have caused this Memorandum to be duly executed by their respective officers thereunto duly authorized. TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LTD. By:______________________________ Name:____________________________ Title:___________________________

R&B FALCON CORPORATION By:______________________________ Name:____________________________ Title:___________________________ R&B FALCON DRILLING CO. By:______________________________ Name:____________________________ Title:___________________________ The undersigned acknowledges the assignment of the Assigned Amount and agrees that (a) Borrower shall be released from any further payment obligation of such Assigned Amount to TSF under the Credit Agreement and (b) an amount equal to the Assigned Amount shall be restored to the availability under the Credit Facility Commitment of the Credit Agreement . TRANSOCEAN SEDCO FOREX INC. By:______________________________ Name:____________________________ Title:___________________________

EXHIBIT "B" ------------ PROFORMA BILL OF SALE --------------------- BILL OF SALE -------------------------------------------------------------------------------- | Official Number | Name of Ship | No. Date and port of registry | -------------------------------------------------------------------------------- | | | | -------------------------------------------------------------------------------- | Type of Ship | Horse Power of Engines, if any | -------------------------------------------------------------------------------- | | | -------------------------------------------------------------------------------- Length: _______________ Breadth:__________ Depth:_________ Gross Tonnage:________________ Net Tonnage:___________________ And as described in more detail in the Certificate of Surveyor and the Register Book. WE, _____________________________ (hereinafter called "the VENDORS") having our principal place of business at ___________________________________ in consideration with the sum of _________________________________ paid to us by _____________________________ (domicile) (hereinafter called "the PURCHASER") the receipt whereof is hereby acknowledged, hereby transfer our whole title and interest in the ship above particularly described, and in the boats, tackle and other appurtenances belonging to the said ship to the PURCHASERS. Further we, the VENDORS for ourselves and our successors covenant with the PURCHASERS and their assigns, that we have power to transfer the said ship and title thereto in manner aforesaid and that the same is free from all debts, encumbrances and maritime liens. IN WITNESS WHEREOF we have executed this Bill of Sale this _______ day of ________, 2000. SIGNED on behalf the VENDORS by _________________ in his capacity as _________________ of the VENDORS and in pursuance of a resolution of the Board of Directors of the VENDORS. (Name of the company) (Signed) _____________________________

ACCEPTANCE OF SALE THE UNDERSIGNED _________________________ on behalf of and representing the corporation named __________________ in the Bill of Sale overleaf, in my position as ____________ of the said corporation HEREBY ACCEPT for all legal purposes, the sale and transfer effected by the said Bill of Sale to the said Corporation by ________________________ Of the vessel ______________ referred to in the said Bill of Sale. Dated the ___________ of ______________, 2000. (Name of the company) _____________________________ Name: Title:

EXHIBIT "C" ----------- PROFORMA CERTIFICATE OF ACCEPTANCE OF DELIVERY ---------------------------------------------- CERTIFICATE OF ACCEPTANCE OF DELIVERY The undersigned Transocean Offshore International Ventures Limited, a limited liability company duly organized under the laws of the Cayman Islands ("Buyer"), does hereby accept for all purposes the sale and transfer of legal title to and acknowledges acceptance of physical possession of that certain semi-submersible known as the "JACK BATES", being of Panamanian flag and registry with official registration number of 25388-98-A IMO No. 8755780 and does also hereby accept the Bill of Sale for such vessel delivered this day to it by R&B Falcon Drilling Co., a corporation duly organized under the laws of Oklahoma ("Seller"). Legal title and risk of loss is agreed to have transferred from Seller to Buyer at _______ o'clock __.m. on __________________, 2001, ________________________ Time. R&B FALCON DRILLING CO. TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED By:______________________ By:______________________ Name:____________________ Name:____________________ Title:___________________ Title:___________________

                          DRILLING RIG SALES AGREEMENT


THIS  DRILLING  RIG  SALES AGREEMENT, is entered into and is effective as of the
17th  day  of  August, 2001 by and between R&B FALCON CORPORATION, a corporation
duly  organized  under  the  laws  of  the State of Delaware, with its principal
office  located  in  Houston,  Texas  (hereafter  referred  to  as "SELLER") and
TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED., a limited liability company
duly organized under the laws of the Cayman Islands, with a registered office in
St.  Michaels  Barbados,  (hereinafter  referred  to  as  "BUYER").

WHEREAS,  SELLER is the owner of the dynamically positioned drillship, DEEPWATER
MILLENIUM  which  is  presently  located  in international waters in the Gulf of
Mexico;  and

WHEREAS,  BUYER  wishes  to  purchase  the  DEEPWATER MILLENIUM  from SELLER and
SELLER  wishes  to  sell  the  DEEPWATER MILLENIUM to BUYER, on the basis of the
terms  and  conditions  contained  in  this  Agreement;

WHEREAS,  BUYER  has  acquired  rights to receive payment of certain amounts due
from  SELLER  to Transocean Sedco Forex under a Revolving Credit Agreement dated
April  6th,  2001  (the  "Revolving  Credit  Agreement  Participation").

NOW,  THEREFORE,  for  and  in  consideration  of  the  premises  and the mutual
agreements  contained  herein,  BUYER  and  SELLER  do  hereby agree as follows:

I.   DEFINITIONS

     The  following  terms shall have the following meaning when used throughout
     this  Agreement  and  any  Exhibits  hereto:

     A.   "Agreement"  -  This  Drilling  Rig Sales Agreement between SELLER and
          BUYER.

     B.   "Rig"  -  That certain dynamically positioned drillship known as the "
          DEEPWATER  MILLENIUM" owned by SELLER and being of Panamanian flag and
          registry,  with  official  registration  number of 26352-99-A, IMO No.
          9180229,  with Gross Tonnage of 60,093 and with Net Tonnage of 18,025,
          together  with  any  machinery,  engines,  equipment,  anchors, cable,
          drilling  machinery,  drilling  equipment,  pumps,  drilling supplies,
          tools,  stores,  furniture,  items  of  personality,  electrical,
          mechanical, or chemical, hydraulic and other systems, actually located
          thereon,  incorporated  therein  or  attached thereto. In addition the
          term shall include all items of equipment, machinery and parts located
          on  the  Deepwater  Millenium.  This sale shall exclude any inventory,
          spares  or  other  equipment  which  is  kept  in a warehouse or other
          storage  facility onshore. This sale shall not include any item of any
          kind  which  belongs  to  a  third  party.

     C.   "Closing Date" - That mutually agreed upon date and time while the Rig
          is  located  in  international  waters  and  outside  the  territorial
          jurisdiction  of  any  country  at  which time the closing of the sale
          contemplated  by  this  Agreement  shall  take  place.


II. SALE AND PURCHASE; CONSIDERATION A. SELLER does hereby agree to sell the Rig to BUYER and BUYER does hereby agree to purchase the Rig from SELLER upon the basis of the terms and conditions set forth in this Agreement. B. Upon the Closing Date, as consideration for the sale of the Rig, BUYER hereby agrees to execute and deliver to SELLER an undivided interest in the Revolving Credit Participation in a principle amount equal to U.S$270,000,000 in a form similar to Exhibit "A" attached hereto. BUYER further agrees to release SELLER from its obligation to pay said principle amount under the Revolving Credit Participation. C. On the Closing Date, representatives of SELLER and BUYER shall meet for the purpose of closing the sale of the Rig. At the closing, upon receiving BUYER'S consideration referred to above, SELLER'S representative at the closing shall deliver to BUYER'S representative at the closing the following: 1. A Bill of Sale of the Rig in a form similar to Exhibit "B" attached hereto as well as any other documentation reasonably requested by BUYER to enable it to register the Rig in BUYER'S name. 2. Any technical or regulatory documentation pertaining to the Rig which SELLER may have in its possession and which is not already aboard the Rig, such as classification society certificates, loadline certificates, radio licenses, engineering drawings, etc.; If the closing has not occurred by close of business on September 30, 2001, then this Agreement shall terminate, unless extended in writing by mutual agreement, and neither SELLER nor BUYER shall have any further obligations to the other with respect to the sale or purchase of the Rig. III. DELIVERY Concurrent with the delivery of the Bill of Sale at the closing, SELLER shall deliver physical possession of the Rig to BUYER in international waters and outside the territorial jurisdiction of any country. Concurrent with delivery of the Bill of Sale at the closing, BUYER shall acknowledge acceptance of physical possession of the Rig by executing and delivering to SELLER the Certificate of Acceptance of Delivery in the form attached hereto as Exhibit "C" ("Certificate of Acceptance of Delivery"). Title to and risk of loss of the Rig shall pass to BUYER as of the date and time indicated upon the said Certificate of Acceptance of Delivery. IV. REPRESENTATIONS AND WARRANTIES A. BUYER hereby acknowledges that this sale and purchase of the Rig is on an "as is, where is" basis, with all faults accepted by BUYER, and that, except as expressly provided in Article V.A.1. and V.A.2. below, this sale and purchase is WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, BY SELLER, AND THAT SELLER DOES NOT MAKE ANY WARRANTY, GUARANTY, OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE RIG INCLUDING, BUT 2

NOT LIMITED TO, SEAWORTHINESS, VALUE, DESIGN, OPERATION, MERCHANTABILITY, FITNESS FOR USE OR PARTICULAR PURPOSE OF THE RIG OR AS TO THE ELIGIBILITY OF THE RIG FOR ANY PARTICULAR TRADE, AND BUYER HEREBY WAIVES AS AGAINST SELLER ALL WARRANTIES OR REMEDIES OR LIABILITIES WITH RESPECT TO SUCH WARRANTIES ARISING BY LAW OR OTHERWISE WITH RESPECT TO THE RIG, INCLUDING, BUT NOT LIMITED TO (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (b) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. Nothing contained in this Article V shall be construed as a waiver of any right which SELLER or BUYER may have against any other person. As between SELLER and BUYER the execution by BUYER of the Certificate of Acceptance of Delivery shall be conclusive proof of the Rig's compliance with all requirements of this Agreement. 1. SELLER represents and warrants that it is the legal owner of the Rig and that it has the right to transfer full and clear title to the Rig to BUYER. 2. SELLER represents and warrants that the Rig is free and clear of any liens or encumbrances of any kind as of the Closing Date. B. Shipyard Warranties and Guarantees. Effective as of the Closing Date, SELLER hereby assigns, sells, transfers and conveys to BUYER all of SELLER's rights and interests in and to any agreement, contract, purchase order, guarantee, representation or warranty relating to the construction, outfitting, commissioning or equipping of the Rig. V. INDEMNITIES Subject to the other provisions of this Agreement, and in particular except as provided in Article IV hereof, SELLER shall indemnify, defend and hold BUYER harmless from and against any claim arising out of or in connection with the Rig in which the alleged event giving rise to such claim occurred prior to the date and time indicated upon the Certificate of Acceptance of Delivery. BUYER shall indemnify, defend and hold SELLER harmless from and against any claim arising out of or in connection with the Rig in which the alleged event giving rise to such claim occurred after the date and time indicated upon the Certificate of Acceptance of Delivery. VI. ASSIGNMENT This Agreement may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. VII. TAXES SELLER shall bear all income or capital gains taxes, if any, which are assessed on account of this sale by any country or any subdivision thereof, and shall hold BUYER harmless from and against any such taxes. BUYER shall 3

bear all sales, value added or any other type of taxes, if any, which are assessed on account of this sale by any country or any subdivision thereof, regardless of against whom the tax is assessed, and shall hold SELLER harmless from and against such taxes. VIII. FLAGGING AUTHORITIES If BUYER intends to leave the Rig flagged in the current flag country, BUYER shall, immediately following this sale, notify the appropriate flag country authorities that the Rig has been sold to it, and shall hold SELLER harmless from any charges, penalties or fees assessed by the flag country authorities in connection with a failure to timely notify them of this sale, or the change in ownership of the Rig. IX. CHOICE OF LAW AND VENUE The parties agree that this Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands, and the courts of the Cayman Islands shall be the exclusive courts of venue and jurisdiction for any claim or action brought hereunder. X. BROKERAGE Each party agrees to indemnify the other party from and against all loss, cost, damage, or expense arising out of claims for fees or commissions of brokers employed or alleged to have been employed by such indemnifying party. XI. COST OF THE TRANSACTION Whether or not the transactions contemplated hereby shall be consummated, the parties agree that each party will pay the fees, expenses and disbursements of such party and its agents, representatives, and counsel incurred in connection with the subject matter of this Agreement. It is recommended by SELLER that BUYER have third party experts inspect the Rig prior to purchase by BUYER. Although SELLER shall make the Rig available and cooperate in facilitating any such inspection, BUYER agrees that the costs for carrying out such inspection shall belong to BUYER and BUYER shall reimburse to SELLER any costs or expenses SELLER incurs in preparing the Rig for inspection. XII. NOTICES Any notice, demand or communication required, permitted or desired to be given hereunder shall be deemed effectively given when personally delivered or telecopied or mailed by prepaid certified mail, return receipt requested, addressed as follows: 4

SELLER: R&B Falcon Corporation Four Greenway Plaza Houston, Texas, 77046 Tel: 713-232-7608 Fax: 713-232-7600 Attn: Mr. Eric B. Brown BUYER: Transocean Offshore International Ventures Limited Walker House, P.O. Box 265 George Town, Grand Cayman, Cayman Islands Tel: 345-949-0100; Fax: 345-949-7886 Attn: Mr. Iain McMurdo or to such other address, and to the attention of such other person or officer as any party may designate. XIII. SEVERABILITY In the event any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason and in any respect, such invalidity, illegality, or unenforceability shall in no event affect, prejudice of disturb the validity of the remainder of this Agreement, which shall be in full force and effect, enforceable in accordance with its terms. XIV. ENTIRE AGREEMENT/AMENDMENT This Agreement supersedes all previous contracts, and constitutes the entire agreement of whatsoever kind or nature existing between or among the parties respecting the sale of the Rig and no party shall be entitled to other benefits than those specified herein. As between or among the parties, no oral statements, prior correspondence, schedules, lists, brochures, drawings or written material of any kind not specifically incorporated herein shall be of any force and effect, and shall not be relied upon by either party. All prior representations or agreements, whether written or verbal, not expressly incorporated herein, are superseded and no changes in or additions to this Agreement shall be recognized unless and until made in writing and signed by both parties hereto. XV. LEGAL FEES AND COSTS In the event any party elects to incur legal expenses to enforce or interpret any provision of this Agreement or to defend against a claim by the other party, the prevailing party will be entitled to recover from the losing party such legal expenses, including, without limitation, attorneys' fees, costs, and necessary disbursements, in addition to any other relief to which such party shall be entitled. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in multiple originals and counterparts by their duly authorized officers, all as of the day and year first above written. 5

SELLER: R&B FALCON CORPORATION By: /s/ William Turcotte -------------------------- Name: William Turcotte ------------------------ Title: Assistant Secretary ----------------------- BUYER: TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED By: /s/ Brian Voegele -------------------------- Name: Brian Voegele ------------------------ Title: Vice President ----------------------- 6

EXHIBIT "A" ----------- MEMORANDUM OF CANCELLATION This MEMORANDUM OF CANCELLATION (this "Memorandum") is executed as of _______________, 2001 by and between TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LTD., a limited liability company duly organized under the laws of the Cayman Islands and with a registered office in St. Michael's, Barbados ("TOIVL") and R&B FALCON CORPORATION, a Delaware corporation with principal offices in Houston, Texas, USA ("Borrower"). WITNESSETH: WHEREAS, Transocean Sedco Forex Inc., a Cayman Islands corporation ("TSF") has entered into that certain Revolving Credit Agreement dated as of April 6, 2001 (as amended or otherwise modified from time to time, the "Credit Agreement"), between TSF, as the Lender, and the Borrower (Capitalized terms not defined herein are defined in the Credit Agreement); and WHEREAS, in connection with the Credit Agreement, the Borrower executed that certain Promissory Note in the original principal amount of $1,800,000,000 payable to TSF (the "Promissory Note"); and WHEREAS, pursuant to that certain Payment Rights Contribution Agreement dated as of __________, 2001 by and between TSF and TOIVL, TSF assigned, as a contribution to the capital of TOIVL, the right to receive payment under the Promissory Note in an amount equal to $1,245,000,000, plus interest thereon (the "Contributed Obligations"); and WHEREAS, pursuant to that certain Drilling Rig Sale Agreement dated as of ____________, 2001 by and between TOIVL and the Borrower (the "Drilling Rig Sale Agreement"), TOIVL desires to cancel the indebtedness of the Borrower represented by the Contributed Obligations as consideration for the assets and property which shall be transferred to Borrower and which are the subject matter of the Drilling Rig Sale Agreement. NOW, THEREFORE, the parties hereby agree as follows: 1. TOIVL hereby cancels an amount of the Contributed Obligations equal to the principal amount of $270,000,000 (the "Cancelled Amount") effective on ________________ (the "Cancellation Date").

2. On the Cancellation Date, Borrower shall assign, convey and transfer to TOIVL the assets and property described on Exhibit A ---------- attached hereto. 3. Borrower agrees to the cancellation of the Cancelled Amount and agrees to execute and deliver all such further acts, conveyances, documents and assurances reasonably requested by TOIVL in order to carry out and effectuate the transfer of property contemplated above. 4. From and after the Cancellation Date, Borrower shall not be obligated to pay to TOIVL any amounts attributable to or relating to the Cancelled Amount, whether consisting of sums advanced, interest thereon, or any other amounts of any character whatsoever. 5. It is agreed and understood that no cancellation hereunder shall affect the Borrower's liability for Loans under the Credit Agreement which are not Contributed Obligations. IN WITNESS WHEREOF, the parties have caused this Memorandum to be duly executed by their respective officers thereunto duly authorized. TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LTD. By:______________________________ Name:____________________________ Title:___________________________ R&B FALCON CORPORATION By:______________________________ Name:____________________________ Title:___________________________ The undersigned acknowledges the cancellation of the Cancelled Amount and agrees that an amount equal to the Cancelled Amount shall be restored to availability under the Credit Facility Commitment of the Credit Agreement. TRANSOCEAN SEDCO FOREX INC. By:______________________________ Name:____________________________ Title:___________________________

EXHIBIT "B" ----------- PROFORMA BILL OF SALE --------------------- BILL OF SALE -------------------------------------------------------------------------------- | Official Number | Name of Ship | No. Date and port of registry | -------------------------------------------------------------------------------- | | | | -------------------------------------------------------------------------------- | Type of Ship | Horse Power of Engines, if any | -------------------------------------------------------------------------------- | | | -------------------------------------------------------------------------------- Length: _______________ Breadth:__________ Depth:_________ Gross Tonnage:________________ Net Tonnage:___________________ And as described in more detail in the Certificate of Surveyor and the Register Book. WE, _____________________________ (hereinafter called "the VENDORS") having our principal place of business at ________________________________________ ___________ in consideration with the sum of ___________________________________ paid to us by _____________________________ (domicile) (hereinafter called "the PURCHASER") the receipt whereof is hereby acknowledged, hereby transfer our whole title and interest in the ship above particularly described, and in the boats, tackle and other appurtenances belonging to the said ship to the PURCHASERS. Further we, the VENDORS for ourselves and our successors covenant with the PURCHASERS and their assigns, that we have power to transfer the said ship and title thereto in manner aforesaid and that the same is free from all debts, encumbrances and maritime liens. IN WITNESS WHEREOF we have executed this Bill of Sale this _______ day of ________, 2000. SIGNED on behalf the VENDORS by _________________ in his capacity as _________________ of the VENDORS and in pursuance of a resolution of the Board of Directors of the VENDORS. (Name of the company) (Signed) _____________________________

ACCEPTANCE OF SALE THE UNDERSIGNED _________________________ on behalf of and representing the corporation named __________________ in the Bill of Sale overleaf, in my position as ____________ of the said corporation HEREBY ACCEPT for all legal purposes, the sale and transfer effected by the said Bill of Sale to the said Corporation by ________________________ Of the vessel ______________ referred to in the said Bill of Sale. Dated the ___________ of ______________, 2000. (Name of the company) _____________________________ Name: Title:

EXHIBIT "C" ----------- PROFORMA CERTIFICATE OF ACCEPTANCE OF DELIVERY ---------------------------------------------- CERTIFICATE OF ACCEPTANCE OF DELIVERY The undersigned Transocean Offshore International Ventures Limited, a limited liability company duly organized under the laws of the Cayman Islands ("Buyer"), does hereby accept for all purposes the sale and transfer of legal title to and acknowledges acceptance of physical possession of that certain dynamically positioned drillship known as the "DEEPWATER MILLENIUM", being of Panamanian flag and registry with official registration number of 26352-99-A IMO No. 9180229 and does also hereby accept the Bill of Sale for such vessel delivered this day to it by R&B Falcon Corporation, a corporation duly organized under the laws of Delaware ("Seller"). Legal title and risk of loss is agreed to have transferred from Seller to Buyer at ___________ o'clock ___.m. on __________________, 2001, ________________________ Time. R&B FALCON CORPORATION TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED By:______________________ By:__________________________ Name:____________________ Name:________________________ Title:___________________ Title:_______________________

                          DRILLING RIG SALES AGREEMENT


THIS  DRILLING  RIG  SALES AGREEMENT, is entered into and is effective as of the
17th  day  of  August, 2001 by and between R&B FALCON CORPORATION, a corporation
duly  organized  under  the  laws  of  the State of Delaware, with its principal
office  located  in  Houston,  Texas  (hereafter  referred  to  as "SELLER") and
TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED., a limited liability company
duly organized under the laws of the Cayman Islands, with a registered office in
St.  Michaels  Barbados,  (hereinafter  referred  to  as  "BUYER").

WHEREAS,  SELLER  is  the owner of the drillship, DEEPWATER EXPEDITION  which is
presently  located  in  international  waters  in  the  Gulf  of  Mexico;  and

WHEREAS,  BUYER  wishes  to  purchase  the DEEPWATER EXPEDITION  from SELLER and
SELLER  wishes  to  sell  the DEEPWATER EXPEDITION to BUYER, on the basis of the
terms  and  conditions  contained  in  this  Agreement;

WHEREAS,  BUYER  has  acquired  rights to receive payment of certain amounts due
from  SELLER  to Transocean Sedco Forex under a Revolving Credit Agreement dated
April  6th,  2001  (the  "Revolving  Credit  Agreement  Participation").

NOW,  THEREFORE,  for  and  in  consideration  of  the  premises  and the mutual
agreements  contained  herein,  BUYER  and  SELLER  do  hereby agree as follows:

I.   DEFINITIONS

     The  following  terms shall have the following meaning when used throughout
     this  Agreement  and  any  Exhibits  hereto:

     A.   "Agreement"  -  This  Drilling  Rig Sales Agreement between SELLER and
          BUYER.

     B.   "Rig"  -  That  certain drillship known as the " DEEPWATER EXPEDITION"
          owned  by SELLER and being of Marshall Islands flag and registry, with
          official  registration  number  of  1326,  IMO No. 8764585, with Gross
          Tonnage  of  16,367  and  with Net Tonnage of 4,911, together with any
          machinery,  engines,  equipment,  anchors,  cable, drilling machinery,
          drilling  equipment,  pumps,  drilling  supplies,  tools,  stores,
          furniture,  items of personality, electrical, mechanical, or chemical,
          hydraulic  and  other  systems, actually located thereon, incorporated
          therein  or  attached  thereto. In addition the term shall include all
          items  of  equipment,  machinery  and  parts  located on the Deepwater
          Expedition.  This  sale  shall  exclude any inventory, spares or other
          equipment  which  is  kept  in  a  warehouse or other storage facility
          onshore.  This  sale  shall  not  include  any  item of any kind which
          belongs  to  a  third  party.

     C.   "Closing Date" - That mutually agreed upon date and time while the Rig
          is  located  in  international  waters  and  outside  the  territorial
          jurisdiction  of  any  country  at  which time the closing of the sale
          contemplated  by  this  Agreement  shall  take  place.


II. SALE AND PURCHASE; CONSIDERATION A. SELLER does hereby agree to sell the Rig to BUYER and BUYER does hereby agree to purchase the Rig from SELLER upon the basis of the terms and conditions set forth in this Agreement. B. Upon the Closing Date, as consideration for the sale of the Rig, BUYER hereby agrees to assign and deliver to SELLER an undivided interest in the Revolving Credit Participation in a principle amount equal to U.S$225,000,000 in a form similar to Exhibit "A" attached hereto. BUYER further agrees to release SELLER from its obligation to pay said principle amount under the Revolving Credit Participation. C. On the Closing Date, representatives of SELLER and BUYER shall meet for the purpose of closing the sale of the Rig. At the closing, upon receiving BUYER'S consideration referred to above, SELLER'S representative at the closing shall deliver to BUYER'S representative at the closing the following: 1. A Bill of Sale of the Rig in a form similar to Exhibit "B" attached hereto as well as any other documentation reasonably requested by BUYER to enable it to register the Rig in BUYER'S name. 2. Any technical or regulatory documentation pertaining to the Rig which SELLER may have in its possession and which is not already aboard the Rig, such as classification society certificates, loadline certificates, radio licenses, engineering drawings, etc.; If the closing has not occurred by close of business on September 30, 2001, then this Agreement shall terminate, unless extended in writing by mutual agreement, and neither SELLER nor BUYER shall have any further obligations to the other with respect to the sale or purchase of the Rig. III. DELIVERY Concurrent with the delivery of the Bill of Sale at the closing, SELLER shall deliver physical possession of the Rig to BUYER in international waters and outside the territorial jurisdiction of any country. Concurrent with delivery of the Bill of Sale at the closing, BUYER shall acknowledge acceptance of physical possession of the Rig by executing and delivering to SELLER the Certificate of Acceptance of Delivery in the form attached hereto as Exhibit "C" ("Certificate of Acceptance of Delivery"). Title to and risk of loss of the Rig shall pass to BUYER as of the date and time indicated upon the said Certificate of Acceptance of Delivery. IV. REPRESENTATIONS AND WARRANTIES A. BUYER hereby acknowledges that this sale and purchase of the Rig is on an "as is, where is" basis, with all faults accepted by BUYER, and that, except as expressly provided in Article V.A.1. and V.A.2. below, this sale and purchase is WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, BY SELLER, AND THAT SELLER DOES NOT MAKE ANY WARRANTY, GUARANTY, OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE RIG INCLUDING, BUT 2

NOT LIMITED TO, SEAWORTHINESS, VALUE, DESIGN, OPERATION, MERCHANTABILITY, FITNESS FOR USE OR PARTICULAR PURPOSE OF THE RIG OR AS TO THE ELIGIBILITY OF THE RIG FOR ANY PARTICULAR TRADE, AND BUYER HEREBY WAIVES AS AGAINST SELLER ALL WARRANTIES OR REMEDIES OR LIABILITIES WITH RESPECT TO SUCH WARRANTIES ARISING BY LAW OR OTHERWISE WITH RESPECT TO THE RIG, INCLUDING, BUT NOT LIMITED TO (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (b) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. Nothing contained in this Article V shall be construed as a waiver of any right which SELLER or BUYER may have against any other person. As between SELLER and BUYER the execution by BUYER of the Certificate of Acceptance of Delivery shall be conclusive proof of the Rig's compliance with all requirements of this Agreement. 1. SELLER represents and warrants that it is the legal owner of the Rig and that it has the right to transfer full and clear title to the Rig to BUYER. 2. SELLER represents and warrants that the Rig is free and clear of any liens or encumbrances of any kind as of the Closing Date. B. Shipyard Warranties and Guarantees. Effective as of the Closing Date, SELLER hereby assigns, sells, transfers and conveys to BUYER all of SELLER's rights and interests in and to any agreement, contract, purchase order, guarantee, representation or warranty relating to the construction, outfitting, commissioning or equipping of the Rig. V. INDEMNITIES Subject to the other provisions of this Agreement, and in particular except as provided in Article IV hereof, SELLER shall indemnify, defend and hold BUYER harmless from and against any claim arising out of or in connection with the Rig in which the alleged event giving rise to such claim occurred prior to the date and time indicated upon the Certificate of Acceptance of Delivery. BUYER shall indemnify, defend and hold SELLER harmless from and against any claim arising out of or in connection with the Rig in which the alleged event giving rise to such claim occurred after the date and time indicated upon the Certificate of Acceptance of Delivery. VI. ASSIGNMENT This Agreement may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. 3

VII. TAXES SELLER shall bear all income or capital gains taxes, if any, which are assessed on account of this sale by any country or any subdivision thereof, and shall hold BUYER harmless from and against any such taxes. BUYER shall bear all sales, value added or any other type of taxes, if any, which are assessed on account of this sale by any country or any subdivision thereof, regardless of against whom the tax is assessed, and shall hold SELLER harmless from and against such taxes. VIII. FLAGGING AUTHORITIES If BUYER intends to leave the Rig flagged in the current flag country, BUYER shall, immediately following this sale, notify the appropriate flag country authorities that the Rig has been sold to it, and shall hold SELLER harmless from any charges, penalties or fees assessed by the flag country authorities in connection with a failure to timely notify them of this sale, or the change in ownership of the Rig. IX. CHOICE OF LAW AND VENUE The parties agree that this Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands, and the courts of the Cayman Islands shall be the exclusive courts of venue and jurisdiction for any claim or action brought hereunder. X. BROKERAGE Each party agrees to indemnify the other party from and against all loss, cost, damage, or expense arising out of claims for fees or commissions of brokers employed or alleged to have been employed by such indemnifying party. XI. COST OF THE TRANSACTION Whether or not the transactions contemplated hereby shall be consummated, the parties agree that each party will pay the fees, expenses and disbursements of such party and its agents, representatives, and counsel incurred in connection with the subject matter of this Agreement. It is recommended by SELLER that BUYER have third party experts inspect the Rig prior to purchase by BUYER. Although SELLER shall make the Rig available and cooperate in facilitating any such inspection, BUYER agrees that the costs for carrying out such inspection shall belong to BUYER and BUYER shall reimburse to SELLER any costs or expenses SELLER incurs in preparing the Rig for inspection. XII. NOTICES Any notice, demand or communication required, permitted or desired to be given hereunder shall be deemed effectively given when personally delivered or telecopied or mailed by prepaid certified mail, return receipt requested, addressed as follows: 4

SELLER: R&B Falcon Corporation Four Greenway Plaza Houston, Texas, 77046 Tel: 713-232-7608 Fax: 713-232-7600 Attn: Mr. Eric B. Brown BUYER: Transocean Offshore International Ventures Limited Walker House, P.O. Box 265 George Town, Grand Cayman, Cayman Islands Tel: 345-949-0100; Fax: 345-949-7886 Attn: Mr. Iain McMurdo or to such other address, and to the attention of such other person or officer as any party may designate. XIII. SEVERABILITY In the event any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason and in any respect, such invalidity, illegality, or unenforceability shall in no event affect, prejudice of disturb the validity of the remainder of this Agreement, which shall be in full force and effect, enforceable in accordance with its terms. XIV. ENTIRE AGREEMENT/AMENDMENT This Agreement supersedes all previous contracts, and constitutes the entire agreement of whatsoever kind or nature existing between or among the parties respecting the sale of the Rig and no party shall be entitled to other benefits than those specified herein. As between or among the parties, no oral statements, prior correspondence, schedules, lists, brochures, drawings or written material of any kind not specifically incorporated herein shall be of any force and effect, and shall not be relied upon by either party. All prior representations or agreements, whether written or verbal, not expressly incorporated herein, are superseded and no changes in or additions to this Agreement shall be recognized unless and until made in writing and signed by both parties hereto. XV. LEGAL FEES AND COSTS In the event any party elects to incur legal expenses to enforce or interpret any provision of this Agreement or to defend against a claim by the other party, the prevailing party will be entitled to recover from the losing party such legal expenses, including, without limitation, attorneys' fees, costs, and necessary disbursements, in addition to any other relief to which such party shall be entitled. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in multiple originals and counterparts by their duly authorized officers, all as of the day and year first above written. 5

SELLER: R&B FALCON CORPORATION By: /s/ William Turcotte -------------------------- Name: William Turcotte ------------------------ Title: Assistant Secretary ----------------------- BUYER: TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED By: /s/ Brian Voegele -------------------------- Name: Brian Voegele ------------------------ Title: Vice President ----------------------- 6

EXHIBIT "A" ----------- MEMORANDUM OF CANCELLATION This MEMORANDUM OF CANCELLATION (this "Memorandum") is executed as of _______________, 2001 by and between TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LTD., a limited liability company duly organized under the laws of the Cayman Islands and with a registered office in St. Michael's, Barbados ("TOIVL") and R&B FALCON CORPORATION, a Delaware corporation with principal offices in Houston, Texas, USA ("Borrower"). WITNESSETH: WHEREAS, Transocean Sedco Forex Inc., a Cayman Islands corporation ("TSF") has entered into that certain Revolving Credit Agreement dated as of April 6, 2001 (as amended or otherwise modified from time to time, the "Credit Agreement"), between TSF, as the Lender, and the Borrower (Capitalized terms not defined herein are defined in the Credit Agreement); and WHEREAS, in connection with the Credit Agreement, the Borrower executed that certain Promissory Note in the original principal amount of $1,800,000,000 payable to TSF (the "Promissory Note"); and WHEREAS, pursuant to that certain Payment Rights Contribution Agreement dated as of __________, 2001 by and between TSF and TOIVL, TSF assigned, as a contribution to the capital of TOIVL, the right to receive payment under the Promissory Note in an amount equal to $1,245,000,000, plus interest thereon (the "Contributed Obligations"); and WHEREAS, pursuant to that certain Drilling Rig Sale Agreement dated as of ____________, 2001 by and between TOIVL and the Borrower (the "Drilling Rig Sale Agreement"), TOIVL desires to cancel the indebtedness of the Borrower represented by the Contributed Obligations as consideration for the assets and property which shall be transferred to Borrower and which are the subject matter of the Drilling Rig Sale Agreement. NOW, THEREFORE, the parties hereby agree as follows: 1. TOIVL hereby cancels an amount of the Contributed Obligations equal to the principal amount of $225,000,000 (the "Cancelled Amount") effective on ________________ (the "Cancellation Date").

2. On the Cancellation Date, Borrower shall assign, convey and transfer to TOIVL the assets and property described on Exhibit A ---------- attached hereto. 3. Borrower agrees to the cancellation of the Cancelled Amount and agrees to execute and deliver all such further acts, conveyances, documents and assurances reasonably requested by TOIVL in order to carry out and effectuate the transfer of property contemplated above. 4. From and after the Cancellation Date, Borrower shall not be obligated to pay to TOIVL any amounts attributable to or relating to the Cancelled Amount, whether consisting of sums advanced, interest thereon, or any other amounts of any character whatsoever. 5. It is agreed and understood that no cancellation hereunder shall affect the Borrower's liability for Loans under the Credit Agreement which are not Contributed Obligations. IN WITNESS WHEREOF, the parties have caused this Memorandum to be duly executed by their respective officers thereunto duly authorized. TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LTD. By:______________________________ Name:____________________________ Title:___________________________ R&B FALCON CORPORATION By:______________________________ Name:____________________________ Title:___________________________ The undersigned acknowledges the cancellation of the Cancelled Amount and agrees that an amount equal to the Cancelled Amount shall be restored to availability under the Credit Facility Commitment of the Credit Agreement. TRANSOCEAN SEDCO FOREX INC. By:______________________________ Name:____________________________ Title:___________________________

EXHIBIT "B" ----------- PROFORMA BILL OF SALE --------------------- BILL OF SALE PROPERTY DESCRIPTION: Offshore Drilling Rig - "Deepwater Expedition", Marshall Islands Official No. 1326 (the "Drilling Rig") ________________________________________________________________________________ SELLER: R&B Falcon Corporation INTEREST OWNED: 100% ________________________________________________________________________________ BUYER: Transocean Offshore International INTEREST TRANSFERRED: 100% Ventures Limited ________________________________________________________________________________ CONSIDERATION RECEIVED: Ten dollars and other good and valuable consideration ================================================================================ The Seller hereby sells to the Buyer named above, all of its right, title and interest in the Drilling Rig named above, and hereby grants to the Buyer full subrogation in and to all of the rights and actions of warranty which the Seller has or may have against all preceding owners and vendors of the Drilling Rig. TO HAVE AND TO HOLD the Drilling Rig unto the Buyer, its executors, administrators, successors, and assigns, to the sole and only proper use, benefit and behalf of the Buyer, its executors, administrators, successors, and assigns forever. The Seller hereby warrants title to the Drilling Rig and hereby warrants and guarantees that the Drilling Rig is free and clear of any and all liens (whether tort, contract, or arising by operation of law), mortgages, charters, debts, charges, assessments, privileges, levies or other encumbrances of any kind or nature whatsoever, whether recorded, secret, state, maritime, tax or otherwise, as of the date and time of the execution of this instrument. THIS SALE IS MADE ON AN "AS IS, WHERE IS" BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, BY SELLER, AND SELLER DOES NOT MAKE ANY WARRANTY, GUARANTY, OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE DRILLING RIG, INCLUDING, BUT NOT LIMITED TO, AS TO SEAWORTHINESS, VALUE, DESIGN, OPERATION, MERCHANTABILITY, FITNESS FOR USE OR PARTICULAR PURPOSE OF THE DRILLING RIG OR AS TO THE ELIGIBILITY OF THE DRILLING RIG FOR ANY PARTICULAR TRADE, AND BUYER HEREBY WAIVES AS AGAINST SELLER ALL WARRANTIES OR REMEDIES OR LIABILITIES WITH RESPECT TO SUCH WARRANTIES, ARISING BY LAW OR OTHERWISE WITH RESPECT TO THE DRILLING RIG, INCLUDING, BUT NOT LIMITED TO (1) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (2) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. Dated: ____________________ R&B Falcon Corporation Transocean Offshore International Ventures Limited By:______________________ By:_______________________________ Name:____________________ Name:_____________________________ Title:___________________ Title:____________________________

NOTARIAL CERTIFICATE I, ___________________________________, NOTARY PUBLIC, duly authorized, admitted and sworn, residing and practicing at _____________________________________, do hereby certify that the signature "____________________________" that appears at the foot of the foregoing Bill Of Sale is the authentic signature of the said ___________________________________ who has produced sufficient proof of his power to execute the said Bill Of Sale on behalf of R&B Falcon Corporation. In testimony whereof I have hereunto subscribed my name and affixed my seal of office this _________ day of _________________________, 2001. ____________________ Notary Public NOTARIAL CERTIFICATE I, ___________________________________, NOTARY PUBLIC, duly authorized, admitted and sworn, residing and practicing at _____________________________________, do hereby certify that the signature "____________________________" that appears at the foot of the foregoing Bill Of Sale is the authentic signature of the said ___________________________________ who has produced sufficient proof of his power to execute the said Bill Of Sale on behalf of Transocean Offshore International Ventures Limited. In testimony whereof I have hereunto subscribed my name and affixed my seal of office this _________ day of _________________________, 2001. ____________________ Notary Public

EXHIBIT "C" ----------- PROFORMA CERTIFICATE OF ACCEPTANCE OF DELIVERY ---------------------------------------------- CERTIFICATE OF ACCEPTANCE OF DELIVERY The undersigned Transocean Offshore International Ventures Limited, a limited liability company duly organized under the laws of the Cayman Islands ("Buyer"), does hereby accept for all purposes the sale and transfer of legal title to and acknowledges acceptance of physical possession of that certain drillship known as the "DEEPWATER EXPEDITION", being of Marshall Islands flag and registry with official registration number of 1326 IMO No. 8764585 and does also hereby accept the Bill of Sale for such vessel delivered this day to it by R&B Falcon Corporation, a corporation duly organized under the laws of Delaware ("Seller"). Legal title and risk of loss is agreed to have transferred from Seller to Buyer at _______ o'clock ___.m. on ___________________, 2001, ________________________ Time. R&B FALCON CORPORATION TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED By:______________________ By:______________________ Name:____________________ Name:____________________ Title:___________________ Title:___________________

                          DRILLING RIG SALES AGREEMENT


THIS  DRILLING  RIG  SALES AGREEMENT, is entered into and is effective as of the
17th  day  of  August, 2001 by and between R&B FALCON CORPORATION, a corporation
duly  organized  under  the  laws  of  the State of Delaware, with its principal
office  located  in  Houston,  Texas  (hereafter  referred  to  as "SELLER") and
TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED., a limited liability company
duly organized under the laws of the Cayman Islands, with a registered office in
St.  Michaels  Barbados,  (hereinafter  referred  to  as  "BUYER").

WHEREAS,  SELLER  is  the owner of the drillship, PEREGRINE I which is presently
located  in  international  waters  off  the  coast  of  Brazil;  and

WHEREAS, BUYER wishes to purchase the PEREGRINE I  from SELLER and SELLER wishes
to  sell  the  PEREGRINE  I  to  BUYER, on the basis of the terms and conditions
contained  in  this  Agreement;

NOW,  THEREFORE,  for  and  in  consideration  of  the  premises  and the mutual
agreements  contained  herein,  BUYER  and  SELLER  do  hereby agree as follows:

I.   DEFINITIONS

     The  following  terms shall have the following meaning when used throughout
     this  Agreement  and  any  Exhibits  hereto:

     A.   "Agreement"  -  This  Drilling  Rig Sales Agreement between SELLER and
          BUYER.

     B.   "Rig"  -  That  certain drillship known as the " PEREGRINE I" owned by
          SELLER  and  being  of  Bahamian  flag  and  registry,  with  official
          registration  number of 731983, IMO No. 7907180, with Gross Tonnage of
          11,710  and  with  Net  Tonnage of 3,513, together with any machinery,
          engines,  equipment,  anchors,  cable,  drilling  machinery,  drilling
          equipment,  pumps,  drilling supplies, tools, stores, furniture, items
          of  personality,  electrical,  mechanical,  or chemical, hydraulic and
          other  systems,  actually  located  thereon,  incorporated  therein or
          attached  thereto.  In  addition  the  term shall include all items of
          equipment,  machinery  and parts located on the Peregrine I. This sale
          shall  exclude  any inventory, spares or other equipment which is kept
          in  a warehouse or other storage facility onshore. This sale shall not
          include  any  item  of  any  kind  which  belongs  to  a  third party.

     C.   "Closing Date" - That mutually agreed upon date and time while the Rig
          is  located  in  international  waters  and  outside  the  territorial
          jurisdiction  of  any  country  at  which time the closing of the sale
          contemplated  by  this  Agreement  shall  take  place.

II.  SALE  AND  PURCHASE;  CONSIDERATION

     A.   SELLER  does  hereby  agree  to  sell  the Rig to BUYER and BUYER does
          hereby  agree  to  purchase  the Rig from SELLER upon the basis of the
          terms  and  conditions  set  forth  in  this  Agreement.


B. As consideration for the sale of the Rig, BUYER hereby agrees to execute and deliver to SELLER upon the Closing Date, a promissory note in the amount of U.S.$85,000,000. Said Promissory Note shall be substantially in the form of Exhibit "A" attached hereto and incorporated herein. C. On the Closing Date, representatives of SELLER and BUYER shall meet for the purpose of closing the sale of the Rig. At the closing, upon receiving BUYER'S Promissory Note in the amount of the lump sum sales price, SELLER'S representative at the closing shall deliver to BUYER'S representative at the closing the following: 1. A Bill of Sale of the Rig in a form similar to Exhibit "B" attached hereto as well as any other documentation reasonably requested by BUYER to enable it to register the Rig in BUYER'S name. 2. Any technical or regulatory documentation pertaining to the Rig which SELLER may have in its possession and which is not already aboard the Rig, such as classification society certificates, loadline certificates, radio licenses, engineering drawings, etc.; If the closing has not occurred by close of business on September 30, 2001, then this Agreement shall terminate, unless extended in writing by mutual agreement, and neither SELLER nor BUYER shall have any further obligations to the other with respect to the sale or purchase of the Rig. III. DELIVERY Concurrent with the delivery of the Bill of Sale at the closing, SELLER shall deliver physical possession of the Rig to BUYER in international waters and outside the territorial jurisdiction of any country. Concurrent with delivery of the Bill of Sale at the closing, BUYER shall acknowledge acceptance of physical possession of the Rig by executing and delivering to SELLER the Certificate of Acceptance of Delivery in the form attached hereto as Exhibit "C" ("Certificate of Acceptance of Delivery"). Title to and risk of loss of the Rig shall pass to BUYER as of the date and time indicated upon the said Certificate of Acceptance of Delivery. IV. REPRESENTATIONS AND WARRANTIES A. BUYER hereby acknowledges that this sale and purchase of the Rig is on an "as is, where is" basis, with all faults accepted by BUYER, and that, except as expressly provided in Article V.A.1. and V.A.2. below, this sale and purchase is WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, BY SELLER, AND THAT SELLER DOES NOT MAKE ANY WARRANTY, GUARANTY, OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE RIG INCLUDING, BUT NOT LIMITED TO, SEAWORTHINESS, VALUE, DESIGN, OPERATION, MERCHANTABILITY, FITNESS FOR USE OR PARTICULAR PURPOSE OF THE RIG OR AS TO THE ELIGIBILITY OF THE RIG FOR ANY PARTICULAR TRADE, AND BUYER HEREBY WAIVES AS AGAINST SELLER ALL WARRANTIES OR REMEDIES OR LIABILITIES WITH RESPECT TO SUCH WARRANTIES ARISING BY LAW OR 2

OTHERWISE WITH RESPECT TO THE RIG, INCLUDING, BUT NOT LIMITED TO (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (b) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. Nothing contained in this Article V shall be construed as a waiver of any right which SELLER or BUYER may have against any other person. As between SELLER and BUYER the execution by BUYER of the Certificate of Acceptance of Delivery shall be conclusive proof of the Rig's compliance with all requirements of this Agreement. 1. SELLER represents and warrants that it is the legal owner of the Rig and that it has the right to transfer full and clear title to the Rig to BUYER. 2. SELLER represents and warrants that the Rig is free and clear of any liens or encumbrances of any kind as of the Closing Date. B. Shipyard Warranties and Guarantees. Effective as of the Closing Date, SELLER hereby assigns, sells, transfers and conveys to BUYER all of SELLER's rights and interests in and to any agreement, contract, purchase order, guarantee, representation or warranty relating to the construction, outfitting, commissioning or equipping of the Rig. V. INDEMNITIES Subject to the other provisions of this Agreement, and in particular except as provided in Article IV hereof, SELLER shall indemnify, defend and hold BUYER harmless from and against any claim arising out of or in connection with the Rig in which the alleged event giving rise to such claim occurred prior to the date and time indicated upon the Certificate of Acceptance of Delivery. BUYER shall indemnify, defend and hold SELLER harmless from and against any claim arising out of or in connection with the Rig in which the alleged event giving rise to such claim occurred after the date and time indicated upon the Certificate of Acceptance of Delivery. VI. ASSIGNMENT This Agreement may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. VII. TAXES SELLER shall bear all income or capital gains taxes, if any, which are assessed on account of this sale by any country or any subdivision thereof, and shall hold BUYER harmless from and against any such taxes. BUYER shall bear all sales, value added or any other type of taxes, if any, which are assessed on account of this sale by any country or any subdivision thereof, regardless of against whom the tax is assessed, and shall hold SELLER harmless from and against such taxes. 3

VIII. FLAGGING AUTHORITIES If BUYER intends to leave the Rig flagged in the current flag country, BUYER shall, immediately following this sale, notify the appropriate flag country authorities that the Rig has been sold to it, and shall hold SELLER harmless from any charges, penalties or fees assessed by the flag country authorities in connection with a failure to timely notify them of this sale, or the change in ownership of the Rig. IX. CHOICE OF LAW AND VENUE The parties agree that this Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands, and the courts of the Cayman Islands shall be the exclusive courts of venue and jurisdiction for any claim or action brought hereunder. X. BROKERAGE Each party agrees to indemnify the other party from and against all loss, cost, damage, or expense arising out of claims for fees or commissions of brokers employed or alleged to have been employed by such indemnifying party. XI. COST OF THE TRANSACTION Whether or not the transactions contemplated hereby shall be consummated, the parties agree that each party will pay the fees, expenses and disbursements of such party and its agents, representatives, and counsel incurred in connection with the subject matter of this Agreement. It is recommended by SELLER that BUYER have third party experts inspect the Rig prior to purchase by BUYER. Although SELLER shall make the Rig available and cooperate in facilitating any such inspection, BUYER agrees that the costs for carrying out such inspection shall belong to BUYER and BUYER shall reimburse to SELLER any costs or expenses SELLER incurs in preparing the Rig for inspection. XII. NOTICES Any notice, demand or communication required, permitted or desired to be given hereunder shall be deemed effectively given when personally delivered or telecopied or mailed by prepaid certified mail, return receipt requested, addressed as follows: SELLER: R&B Falcon Corporation Four Greenway Plaza Houston, Texas, 77046 Tel: 713-232-7608 Fax: 713-232-7600 Attn: Mr. Eric B. Brown 4

BUYER: Transocean Offshore International Ventures Limited Walker House, P.O. Box 265 George Town, Grand Cayman, Cayman Islands Tel: 345-949-0100; Fax: 345-949-7886 Attn: Mr. Iain McMurdo or to such other address, and to the attention of such other person or officer as any party may designate. XIII. SEVERABILITY In the event any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason and in any respect, such invalidity, illegality, or unenforceability shall in no event affect, prejudice of disturb the validity of the remainder of this Agreement, which shall be in full force and effect, enforceable in accordance with its terms. XIV. ENTIRE AGREEMENT/AMENDMENT This Agreement supersedes all previous contracts, and constitutes the entire agreement of whatsoever kind or nature existing between or among the parties respecting the sale of the Rig and no party shall be entitled to other benefits than those specified herein. As between or among the parties, no oral statements, prior correspondence, schedules, lists, brochures, drawings or written material of any kind not specifically incorporated herein shall be of any force and effect, and shall not be relied upon by either party. All prior representations or agreements, whether written or verbal, not expressly incorporated herein, are superseded and no changes in or additions to this Agreement shall be recognized unless and until made in writing and signed by both parties hereto. XV. LEGAL FEES AND COSTS In the event any party elects to incur legal expenses to enforce or interpret any provision of this Agreement or to defend against a claim by the other party, the prevailing party will be entitled to recover from the losing party such legal expenses, including, without limitation, attorneys' fees, costs, and necessary disbursements, in addition to any other relief to which such party shall be entitled. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in multiple originals and counterparts by their duly authorized officers, all as of the day and year first above written. SELLER: R&B FALCON CORPORATION By: /s/ William Turcotte -------------------------- Name: William Turcotte ------------------------ Title: Assistant Secretary ----------------------- 5

BUYER: TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED By: /s/ Brian Voegele -------------------------- Name: Brian Voegele ------------------------ Title: Vice President ----------------------- 6

EXHIBIT "A" ----------- PROFORMA PROMISSORY NOTE ------------------------ PROMISSORY NOTE --------------- US$85,000,000 Grand Cayman, Cayman Islands ___________________, 2001 FOR VALUE RECEIVED, Transocean Offshore Ventures International Limited (hereafter called "Maker") promises to pay to the order of R&B Falcon Corporation, a Delaware corporation (hereafter called "Payee") at Four Greenway Plaza, Houston, Texas, or at such other place as the Payee or any other holder hereof may designate, for the purchase of the drillship PEREGRINE I the principal sum of EIGHTY FIVE MILLION DOLLARS (US$85,000,000), together with interest on the whole of the principal amount hereof from time to time remaining unpaid from the date hereof until maturity at a per-annum rate of interest, based upon 365 days or 366 days, as the case may be, of __________________ per cent (_____%) . The principal sum of this Note shall be due and payable ten (10) years from the date hereof; interest to accrue upon the principal sum from time to time owing and unpaid hereunder shall be due and payable yearly as it accrues, with the first of such yearly installment of interest being due and payable on the first anniversary hereof and with subsequent such installments of interest being due and payable on the same day of each succeeding year thereafter. The final installment of interest hereunder shall be due and payable not later than the maturity of the principal sum hereof, howsoever such maturity may be brought about. The Maker may prepay this Note, in full or in part, at any time without the payment of any premium or fee. Payee or any other holder hereof may, at its option, apply any such prepayments to the payment of (i) accrued but unpaid interest, and/or (ii) principal, in any order, manner or proportion which it deems appropriate. All past due principal and interest on this Note shall bear interest from the date it is due until the date of payment at an interest rate of _____________ percent (______%) per annum, or the maximum rate of interest allowed by the laws governing this instrument, if that be a lesser rate. It is expressly agreed and understood that time is of the essence of this agreement. If default shall be made in the payment of principal or interest on this Note, as the same becomes due and payable, or if there is a default in any of the terms, covenants, agreements, conditions or provisions set forth herein, or should the Maker or any endorser, surety or guarantor hereof become insolvent or commit an act of bankruptcy or make an assignment for the benefit of creditors or authorize the filing of a voluntary petition in bankruptcy or should a receiver of any of the assets of Maker be appointed, or should involuntary bankruptcy proceedings be filed or threatened against Maker or any endorser, surety or guarantor hereof, then in any of such events, Payee or any

other holder hereof may, at its option, and without notice, declare the entirety of this Note and any other note or notes executed by Maker and held by Payee or any other holder hereof, together with all accrued but unpaid interest hereof and thereon, immediately due and payable and to foreclose any and all liens which may be securing the same. Failure to exercise this option shall not constitute a waiver on the part of Payee or any other holder hereof of the right to exercise said option at any other time. If this Note is not paid at maturity, however such maturity may be brought about, and the same is placed in the hands of an attorney for collection, or if collected by suit or through bankruptcy, receivership or other legal or judicial proceedings, the Maker hereof agrees to pay an additional amount of ten (10%) upon the principal and interest hereof then owing as costs of collection and attorneys' fees, or such greater amount as may be reasonable. This Note shall be the joint and several obligation of the maker and all endorsers and sureties and shall be binding upon them, their legal representatives, successors and assigns. The maker and all sureties, endorsers and guarantors of this Note and each party hereafter assuming or otherwise becoming liable hereon (i) waive demand, presentment for payment, notices of nonpayment, protest, notice of protest, notice of intent to accelerate the maturity hereof, notice of acceleration of the maturity hereof, and all other notices, filing of suit and diligence in collecting this Note or enforcing any of the security hereof, (ii) agree to any substitution, exchange or release of any such security or the release of any party primarily or secondarily liable hereon, (iii) agree that the Payee or other holder hereof shall not be required first to institute suit to exhaust its remedies hereon against the Maker or others liable or to become liable hereon or to enforce its rights against any security herefor in order to enforce payment of this Note by it, and (iv) consent to any extensions or postponements of time of payment of this Note and to any other indulgence with respect hereto without notice thereof to any of them. As further security for this Note, Maker gives to the Payee or other holder hereof a lien and contractual right of set-off in and to all money and assets of Maker, or any guarantor hereof, now or at any time hereafter coming within the custody or control of the Payee or other holder of this Note. TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED By: __________________________ Name: ________________________ Title: _______________________

EXHIBIT "C" ----------- PROFORMA CERTIFICATE OF ACCEPTANCE OF DELIVERY ---------------------------------------------- CERTIFICATE OF ACCEPTANCE OF DELIVERY The undersigned Transocean Offshore International Ventures Limited, a limited liability company duly organized under the laws of the Cayman Islands ("Buyer"), does hereby accept for all purposes the sale and transfer of legal title to and acknowledges acceptance of physical possession of that certain drillship known as the "PEREGRINE I", being of Bahamian flag and registry with official registration number of 731983 IMO No. 7907180 and does also hereby accept the Bill of Sale for such vessel delivered this day to it by R&B Falcon Corporation, a corporation duly organized under the laws of Delaware ("Seller"). Legal title and risk of loss is agreed to have transferred from Seller to Buyer at _______ o'clock __.m. on __________________, 2001, ________________________ Time. R&B FALCON CORPORATION TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED By:______________________ By:______________________ Name:____________________ Name:____________________ Title:___________________ Title:___________________

                          DRILLING RIG SALES AGREEMENT


THIS  DRILLING  RIG  SALES AGREEMENT, is entered into and is effective as of the
17th  day  of August, 2001 by and between R&B FALCON DRILLING CO., a corporation
duly  organized  under  the  laws  of  the State of Oklahoma, with its principal
office  located  in  Houston,  Texas  (hereafter  referred  to  as "SELLER") and
TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED., a limited liability company
duly organized under the laws of the Cayman Islands, with a registered office in
St.  Michaels  Barbados,  (hereinafter  referred  to  as  "BUYER").

WHEREAS,  SELLER  is  the  owner of the dynamically positioned semi-submersible,
DEEPWATER  HORIZON  which  is  presently  located in international waters in the
Gulf  of  Mexico;  and

WHEREAS,  BUYER wishes to purchase the DEEPWATER HORIZON  from SELLER and SELLER
wishes  to  sell  the  DEEPWATER HORIZON to BUYER, on the basis of the terms and
conditions  contained  in  this  Agreement;


NOW,  THEREFORE,  for  and  in  consideration  of  the  premises  and the mutual
agreements  contained  herein,  BUYER  and  SELLER  do  hereby agree as follows:

I.   DEFINITIONS

     The  following  terms shall have the following meaning when used throughout
     this  Agreement  and  any  Exhibits  hereto:

     A.   "Agreement"  -  This  Drilling  Rig Sales Agreement between SELLER and
          BUYER.

     B.   "Rig"  - That certain dynamically positioned semi-submersible known as
          the  " DEEPWATER HORIZON" owned by SELLER and being of Panamanian flag
          and  registry,  with official registration number of 29273-PEXT-1, IMO
          No.  8764597,  with  Gross  Tonnage  of 32,588 and with Net Tonnage of
          9,778,  together  with  any  machinery,  engines,  equipment, anchors,
          cable,  drilling  machinery,  drilling  equipment,  pumps,  drilling
          supplies,  tools, stores, furniture, items of personality, electrical,
          mechanical, or chemical, hydraulic and other systems, actually located
          thereon,  incorporated  therein  or  attached thereto. In addition the
          term shall include all items of equipment, machinery and parts located
          on  the  Deepwater  Horizon.  This  sale  shall exclude any inventory,
          spares  or  other  equipment  which  is  kept  in a warehouse or other
          storage  facility onshore. This sale shall not include any item of any
          kind  which  belongs  to  a  third  party.

     C.   "Closing Date" - That mutually agreed upon date and time while the Rig
          is  located  in  international  waters  and  outside  the  territorial
          jurisdiction  of  any  country  at  which time the closing of the sale
          contemplated  by  this  Agreement  shall  take  place.


II. SALE AND PURCHASE; CONSIDERATION A. SELLER does hereby agree to sell the Rig to BUYER and BUYER does hereby agree to purchase the Rig from SELLER upon the basis of the terms and conditions set forth in this Agreement. B. As consideration for the sale of the Rig, BUYER hereby agrees to execute and deliver to SELLER upon the Closing Date, a promissory note in the amount of U.S. $340,000,000. Said Promissory Note shall be substantially in the form of Exhibit "A" attached hereto and incorporated herein. C. On the Closing Date, representatives of SELLER and BUYER shall meet for the purpose of closing the sale of the Rig. At the closing, upon receiving BUYER'S Promissory Note in the amount of the lump sum sales price, SELLER'S representative at the closing shall deliver to BUYER'S representative at the closing the following: 1. A Bill of Sale of the Rig in a form similar to Exhibit "B" attached hereto as well as any other documentation reasonably requested by BUYER to enable it to register the Rig in BUYER'S name. 2. Any technical or regulatory documentation pertaining to the Rig which SELLER may have in its possession and which is not already aboard the Rig, such as classification society certificates, loadline certificates, radio licenses, engineering drawings, etc.; If the closing has not occurred by close of business on September 30, 2001, then this Agreement shall terminate, unless extended in writing by mutual agreement, and neither SELLER nor BUYER shall have any further obligations to the other with respect to the sale or purchase of the Rig. III. DELIVERY Concurrent with the delivery of the Bill of Sale at the closing, SELLER shall deliver physical possession of the Rig to BUYER in international waters and outside the territorial jurisdiction of any country. Concurrent with delivery of the Bill of Sale at the closing, BUYER shall acknowledge acceptance of physical possession of the Rig by executing and delivering to SELLER the Certificate of Acceptance of Delivery in the form attached hereto as Exhibit "C" ("Certificate of Acceptance of Delivery"). Title to and risk of loss of the Rig shall pass to BUYER as of the date and time indicated upon the said Certificate of Acceptance of Delivery. IV. REPRESENTATIONS AND WARRANTIES A. BUYER hereby acknowledges that this sale and purchase of the Rig is on an "as is, where is" basis, with all faults accepted by BUYER, and that, except as expressly provided in Article V.A.1. and V.A.2. below, this sale and purchase is WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, BY SELLER, AND THAT SELLER DOES NOT MAKE ANY WARRANTY, GUARANTY, OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE RIG INCLUDING, BUT 2

NOT LIMITED TO, SEAWORTHINESS, VALUE, DESIGN, OPERATION, MERCHANTABILITY, FITNESS FOR USE OR PARTICULAR PURPOSE OF THE RIG OR AS TO THE ELIGIBILITY OF THE RIG FOR ANY PARTICULAR TRADE, AND BUYER HEREBY WAIVES AS AGAINST SELLER ALL WARRANTIES OR REMEDIES OR LIABILITIES WITH RESPECT TO SUCH WARRANTIES ARISING BY LAW OR OTHERWISE WITH RESPECT TO THE RIG, INCLUDING, BUT NOT LIMITED TO (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (b) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. Nothing contained in this Article V shall be construed as a waiver of any right which SELLER or BUYER may have against any other person. As between SELLER and BUYER the execution by BUYER of the Certificate of Acceptance of Delivery shall be conclusive proof of the Rig's compliance with all requirements of this Agreement. 1. SELLER represents and warrants that it is the legal owner of the Rig and that it has the right to transfer full and clear title to the Rig to BUYER. 2. SELLER represents and warrants that the Rig is free and clear of any liens or encumbrances of any kind as of the Closing Date. B. Shipyard Warranties and Guarantees. Effective as of the Closing Date, SELLER hereby assigns, sells, transfers and conveys to BUYER all of SELLER's rights and interests in and to any agreement, contract, purchase order, guarantee, representation or warranty relating to the construction, outfitting, commissioning or equipping of the Rig. V. INDEMNITIES Subject to the other provisions of this Agreement, and in particular except as provided in Article IV hereof, SELLER shall indemnify, defend and hold BUYER harmless from and against any claim arising out of or in connection with the Rig in which the alleged event giving rise to such claim occurred prior to the date and time indicated upon the Certificate of Acceptance of Delivery. BUYER shall indemnify, defend and hold SELLER harmless from and against any claim arising out of or in connection with the Rig in which the alleged event giving rise to such claim occurred after the date and time indicated upon the Certificate of Acceptance of Delivery. VI. ASSIGNMENT This Agreement may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. 3

VII. TAXES SELLER shall bear all income or capital gains taxes, if any, which are assessed on account of this sale by any country or any subdivision thereof, and shall hold BUYER harmless from and against any such taxes. BUYER shall bear all sales, value added or any other type of taxes, if any, which are assessed on account of this sale by any country or any subdivision thereof, regardless of against whom the tax is assessed, and shall hold SELLER harmless from and against such taxes. VIII. FLAGGING AUTHORITIES If BUYER intends to leave the Rig flagged in the current flag country, BUYER shall, immediately following this sale, notify the appropriate flag country authorities that the Rig has been sold to it, and shall hold SELLER harmless from any charges, penalties or fees assessed by the flag country authorities in connection with a failure to timely notify them of this sale, or the change in ownership of the Rig. IX. CHOICE OF LAW AND VENUE The parties agree that this Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands, and the courts of the Cayman Islands shall be the exclusive courts of venue and jurisdiction for any claim or action brought hereunder. X. BROKERAGE Each party agrees to indemnify the other party from and against all loss, cost, damage, or expense arising out of claims for fees or commissions of brokers employed or alleged to have been employed by such indemnifying party. XI. COST OF THE TRANSACTION Whether or not the transactions contemplated hereby shall be consummated, the parties agree that each party will pay the fees, expenses and disbursements of such party and its agents, representatives, and counsel incurred in connection with the subject matter of this Agreement. It is recommended by SELLER that BUYER have third party experts inspect the Rig prior to purchase by BUYER. Although SELLER shall make the Rig available and cooperate in facilitating any such inspection, BUYER agrees that the costs for carrying out such inspection shall belong to BUYER and BUYER shall reimburse to SELLER any costs or expenses SELLER incurs in preparing the Rig for inspection. XII. NOTICES Any notice, demand or communication required, permitted or desired to be given hereunder shall be deemed effectively given when personally delivered 4

or telecopied or mailed by prepaid certified mail, return receipt requested, addressed as follows: SELLER: R&B Falcon Drilling Co. Four Greenway Plaza Houston, Texas, 77046 Tel: 713-232-7608 Fax: 713-232-7600 Attn: Mr. Eric B. Brown BUYER: Transocean Offshore International Ventures Limited Walker House, P.O. Box 265 George Town, Grand Cayman, Cayman Islands Tel: 345-949-0100; Fax: 345-949-7886 Attn: Mr. Iain McMurdo or to such other address, and to the attention of such other person or officer as any party may designate. XIII. SEVERABILITY In the event any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason and in any respect, such invalidity, illegality, or unenforceability shall in no event affect, prejudice of disturb the validity of the remainder of this Agreement, which shall be in full force and effect, enforceable in accordance with its terms. XIV. ENTIRE AGREEMENT/AMENDMENT This Agreement supersedes all previous contracts, and constitutes the entire agreement of whatsoever kind or nature existing between or among the parties respecting the sale of the Rig and no party shall be entitled to other benefits than those specified herein. As between or among the parties, no oral statements, prior correspondence, schedules, lists, brochures, drawings or written material of any kind not specifically incorporated herein shall be of any force and effect, and shall not be relied upon by either party. All prior representations or agreements, whether written or verbal, not expressly incorporated herein, are superseded and no changes in or additions to this Agreement shall be recognized unless and until made in writing and signed by both parties hereto. XV. LEGAL FEES AND COSTS In the event any party elects to incur legal expenses to enforce or interpret any provision of this Agreement or to defend against a claim by the other party, the prevailing party will be entitled to recover from the losing party such legal expenses, including, without limitation, attorneys' fees, costs, and necessary disbursements, in addition to any other relief to which such party shall be entitled. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in multiple originals and counterparts by their duly authorized officers, all as of the day and year first above written. 5

SELLER: R&B FALCON CORPORATION By: /s/ William Turcotte -------------------------- Name: William Turcotte ------------------------ Title: Assistant Secretary ----------------------- BUYER: TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED By: /s/ Brian Voegele -------------------------- Name: Brian Voegele ------------------------ Title: Vice President ----------------------- 6

EXHIBIT "A" ----------- PROFORMA PROMISSORY NOTE ------------------------ PROMISSORY NOTE --------------- US$340,000,000 Grand Cayman, Cayman Islands ___________________, 2001 FOR VALUE RECEIVED, Transocean Offshore Ventures International Limited (hereafter called "Maker") promises to pay to the order of R&B FALCON DRILLING CO., a Oklahoma corporation (hereafter called "Payee") at Four Greenway Plaza, Houston, Texas, or at such other place as the Payee or any other holder hereof may designate, for the purchase of the dynamically positioned semi-submersible DEEPWATER HORIZON the principal sum of THREE HUNDRED AND FORTY MILLION DOLLARS (US$ 340,000,000), together with interest on the whole of the principal amount hereof from time to time remaining unpaid from the date hereof until maturity at a per-annum rate of interest, based upon 365 days or 366 days, as the case may be, of five and seventy two one hundredths per cent (5.72%). The principal sum of this Note shall be due and payable ten (10) years from the date hereof; interest to accrue upon the principal sum from time to time owing and unpaid hereunder shall be due and payable yearly as it accrues, with the first of such yearly installment of interest being due and payable on the first anniversary hereof and with subsequent such installments of interest being due and payable on the same day of each succeeding year thereafter. The final installment of interest hereunder shall be due and payable not later than the maturity of the principal sum hereof, howsoever such maturity may be brought about. The Maker may prepay this Note, in full or in part, at any time without the payment of any premium or fee. Payee or any other holder hereof may, at its option, apply any such prepayments to the payment of (i) accrued but unpaid interest, and/or (ii) principal, in any order, manner or proportion which it deems appropriate. All past due principal and interest on this Note shall bear interest from the date it is due until the date of payment at an interest rate of seven and seventy two one hundredths percent (7.72%) per annum, or the maximum rate of interest allowed by the laws governing this instrument, if that be a lesser rate. It is expressly agreed and understood that time is of the essence of this agreement. If default shall be made in the payment of principal or interest on this Note, as the same becomes due and payable, or if there is a default in any of the terms, covenants, agreements, conditions or provisions set forth herein, or should the Maker or any endorser, surety or guarantor hereof become insolvent or commit an act of bankruptcy or make an assignment for the benefit of creditors or authorize the filing of a voluntary petition in bankruptcy or should a receiver of any of the assets of Maker be appointed, or should involuntary bankruptcy proceedings be filed or threatened against Maker or any

endorser, surety or guarantor hereof, then in any of such events, Payee or any other holder hereof may, at its option, and without notice, declare the entirety of this Note and any other note or notes executed by Maker and held by Payee or any other holder hereof, together with all accrued but unpaid interest hereof and thereon, immediately due and payable and to foreclose any and all liens which may be securing the same. Failure to exercise this option shall not constitute a waiver on the part of Payee or any other holder hereof of the right to exercise said option at any other time. If this Note is not paid at maturity, however such maturity may be brought about, and the same is placed in the hands of an attorney for collection, or if collected by suit or through bankruptcy, receivership or other legal or judicial proceedings, the Maker hereof agrees to pay an additional amount of ten (10%) upon the principal and interest hereof then owing as costs of collection and attorneys' fees, or such greater amount as may be reasonable. This Note shall be the joint and several obligation of the maker and all endorsers and sureties and shall be binding upon them, their legal representatives, successors and assigns. The maker and all sureties, endorsers and guarantors of this Note and each party hereafter assuming or otherwise becoming liable hereon (i) waive demand, presentment for payment, notices of nonpayment, protest, notice of protest, notice of intent to accelerate the maturity hereof, notice of acceleration of the maturity hereof, and all other notices, filing of suit and diligence in collecting this Note or enforcing any of the security hereof, (ii) agree to any substitution, exchange or release of any such security or the release of any party primarily or secondarily liable hereon, (iii) agree that the Payee or other holder hereof shall not be required first to institute suit to exhaust its remedies hereon against the Maker or others liable or to become liable hereon or to enforce its rights against any security herefor in order to enforce payment of this Note by it, and (iv) consent to any extensions or postponements of time of payment of this Note and to any other indulgence with respect hereto without notice thereof to any of them. As further security for this Note, Maker gives to the Payee or other holder hereof a lien and contractual right of set-off in and to all money and assets of Maker, or any guarantor hereof, now or at any time hereafter coming within the custody or control of the Payee or other holder of this Note. TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED By: __________________________ Name: ________________________ Title: _______________________

EXHIBIT "B" ----------- PROFORMA BILL OF SALE --------------------- BILL OF SALE -------------------------------------------------------------------------------- | Official Number | Name of Ship | No. Date and port of registry | -------------------------------------------------------------------------------- | | | | -------------------------------------------------------------------------------- | Type of Ship | Horse Power of Engines, if any | -------------------------------------------------------------------------------- | | | -------------------------------------------------------------------------------- Length: _______________ Breadth:__________ Depth:_________ Gross Tonnage:________________ Net Tonnage:___________________ And as described in more detail in the Certificate of Surveyor and the Register Book. WE, _____________________________ (hereinafter called "the VENDORS") having our principal place of business at ___________________________________________________ in consideration with the sum of _________________________________ paid to us by _____________________________ (domicile) (hereinafter called "the PURCHASER") the receipt whereof is hereby acknowledged, hereby transfer our whole title and interest in the ship above particularly described, and in the boats, tackle and other appurtenances belonging to the said ship to the PURCHASERS. Further we, the VENDORS for ourselves and our successors covenant with the PURCHASERS and their assigns, that we have power to transfer the said ship and title thereto in manner aforesaid and that the same is free from all debts, encumbrances and maritime liens. IN WITNESS WHEREOF we have executed this Bill of Sale this _______ day of ________, 2000. _________________ of the VENDORS and in pursuance of a resolution of the Board of Directors of the VENDORS. (Name of the company) (Signed) _____________________________

ACCEPTANCE OF SALE THE UNDERSIGNED _________________________ on behalf of and representing the corporation named __________________ in the Bill of Sale overleaf, in my position as ____________ of the said corporation HEREBY ACCEPT for all legal purposes, the sale and transfer effected by the said Bill of Sale to the said Corporation by ________________________ Of the vessel ______________ referred to in the said Bill of Sale. Dated the ___________ of ______________, 2000. (Name of the company) _____________________________ Name: Title:

EXHIBIT "C" ----------- PROFORMA CERTIFICATE OF ACCEPTANCE OF DELIVERY ---------------------------------------------- CERTIFICATE OF ACCEPTANCE OF DELIVERY The undersigned Transocean Offshore International Ventures Limited, a limited liability company duly organized under the laws of the Cayman Islands ("Buyer"), does hereby accept for all purposes the sale and transfer of legal title to and acknowledges acceptance of physical possession of that certain dynamically positioned semi-submersible known as the "DEEPWATER HORIZON", being of Panamanian flag and registry with official registration number of 29273-PEXT-1 IMO No. 8764597 and does also hereby accept the Bill of Sale for such vessel delivered this day to it by R&B Falcon Drilling Co., a corporation duly organized under the laws of Oklahoma ("Seller"). Legal title and risk of loss is agreed to have transferred from Seller to Buyer at _______ o'clock __.m. on __________________, 2001, ________________________ Time. R&B FALCON DRILLING CO. TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED By:______________________ By:______________________ Name:____________________ Name:____________________ Title:___________________ Title:___________________

                          DRILLING RIG SALES AGREEMENT


THIS  DRILLING  RIG  SALES AGREEMENT, is entered into and is effective as of the
17th  day  of August, 2001 by and between R&B FALCON DRILLING CO., a corporation
duly  organized  under  the  laws  of  the State of Oklahoma, with its principal
office  located  in  Houston,  Texas  (hereafter  referred  to  as "SELLER") and
TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED., a limited liability company
duly organized under the laws of the Cayman Islands, with a registered office in
St.  Michaels  Barbados,  (hereinafter  referred  to  as  "BUYER").

WHEREAS,  SELLER  is  the owner of the semi-submersible, C. KIRK RHEIN  which is
presently  located  in  international  waters  in  the  Gulf  of  Mexico;  and

WHEREAS,  BUYER  wishes  to  purchase  the C. KIRK RHEIN  from SELLER and SELLER
wishes  to  sell  the  C.  KIRK  RHEIN  to  BUYER, on the basis of the terms and
conditions  contained  in  this  Agreement;

WHEREAS,  BUYER  has  acquired  rights to receive payment of certain amounts due
from  SELLER  to Transocean Sedco Forex under a Revolving Credit Agreement dated
April  6th,  2001  (the  "Revolving  Credit  Agreement  Participation").

NOW,  THEREFORE,  for  and  in  consideration  of  the  premises  and the mutual
agreements  contained  herein,  BUYER  and  SELLER  do  hereby agree as follows:

I.   DEFINITIONS

     The  following  terms shall have the following meaning when used throughout
     this  Agreement  and  any  Exhibits  hereto:

     A.   "Agreement"  -  This  Drilling  Rig Sales Agreement between SELLER and
          BUYER.

     B.   "Rig"  -  That  certain semi-submersible known as the " C. KIRK RHEIN"
          owned  by  SELLER  and  being  of  Panamanian  flag and registry, with
          official  registration  number  of  22365-95-CH, IMO No. 8750364, with
          Gross  Tonnage  of 10,905 and with Net Tonnage of 3,024, together with
          any machinery, engines, equipment, anchors, cable, drilling machinery,
          drilling  equipment,  pumps,  drilling  supplies,  tools,  stores,
          furniture,  items of personality, electrical, mechanical, or chemical,
          hydraulic  and  other  systems, actually located thereon, incorporated
          therein  or  attached  thereto. In addition the term shall include all
          items  of equipment, machinery and parts located on the C. Kirk Rhein.
          This sale shall exclude any inventory, spares or other equipment which
          is  kept  in  a warehouse or other storage facility onshore. This sale
          shall not include any item of any kind which belongs to a third party.

     C.   "Closing Date" - That mutually agreed upon date and time while the Rig
          is  located  in  international  waters  and  outside  the  territorial
          jurisdiction  of  any  country  at  which time the closing of the sale
          contemplated  by  this  Agreement  shall  take  place.


II. SALE AND PURCHASE; CONSIDERATION A. SELLER does hereby agree to sell the Rig to BUYER and BUYER does hereby agree to purchase the Rig from SELLER upon the basis of the terms and conditions set forth in this Agreement. B. Upon the Closing Date, as consideration for the sale of the Rig, BUYER hereby agrees to assign and deliver to SELLER an undivided interest in the Revolving Credit Participation in a principle amount equal to U.S$65,000,000 in a form similar to Exhibit "A" attached hereto. C. On the Closing Date, representatives of SELLER and BUYER shall meet for the purpose of closing the sale of the Rig. At the closing, upon receiving BUYER'S consideration referred to above, SELLER'S representative at the closing shall deliver to BUYER'S representative at the closing the following: 1. A Bill of Sale of the Rig in a form similar to Exhibit "B" attached hereto as well as any other documentation reasonably requested by BUYER to enable it to register the Rig in BUYER'S name. 2. Any technical or regulatory documentation pertaining to the Rig which SELLER may have in its possession and which is not already aboard the Rig, such as classification society certificates, loadline certificates, radio licenses, engineering drawings, etc.; If the closing has not occurred by close of business on September 30, 2001, then this Agreement shall terminate, unless extended in writing by mutual agreement, and neither SELLER nor BUYER shall have any further obligations to the other with respect to the sale or purchase of the Rig. III. DELIVERY Concurrent with the delivery of the Bill of Sale at the closing, SELLER shall deliver physical possession of the Rig to BUYER in international waters and outside the territorial jurisdiction of any country. Concurrent with delivery of the Bill of Sale at the closing, BUYER shall acknowledge acceptance of physical possession of the Rig by executing and delivering to SELLER the Certificate of Acceptance of Delivery in the form attached hereto as Exhibit "C" ("Certificate of Acceptance of Delivery"). Title to and risk of loss of the Rig shall pass to BUYER as of the date and time indicated upon the said Certificate of Acceptance of Delivery. IV. REPRESENTATIONS AND WARRANTIES A. BUYER hereby acknowledges that this sale and purchase of the Rig is on an "as is, where is" basis, with all faults accepted by BUYER, and that, except as expressly provided in Article V.A.1. and V.A.2. below, this sale and purchase is WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, BY SELLER, AND THAT SELLER DOES NOT MAKE ANY WARRANTY, GUARANTY, OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE RIG INCLUDING, BUT NOT LIMITED TO, SEAWORTHINESS, VALUE, DESIGN, OPERATION, 2

MERCHANTABILITY, FITNESS FOR USE OR PARTICULAR PURPOSE OF THE RIG OR AS TO THE ELIGIBILITY OF THE RIG FOR ANY PARTICULAR TRADE, AND BUYER HEREBY WAIVES AS AGAINST SELLER ALL WARRANTIES OR REMEDIES OR LIABILITIES WITH RESPECT TO SUCH WARRANTIES ARISING BY LAW OR OTHERWISE WITH RESPECT TO THE RIG, INCLUDING, BUT NOT LIMITED TO (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (b) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. Nothing contained in this Article V shall be construed as a waiver of any right which SELLER or BUYER may have against any other person. As between SELLER and BUYER the execution by BUYER of the Certificate of Acceptance of Delivery shall be conclusive proof of the Rig's compliance with all requirements of this Agreement. 1. SELLER represents and warrants that it is the legal owner of the Rig and that it has the right to transfer full and clear title to the Rig to BUYER. 2. SELLER represents and warrants that the Rig is free and clear of any liens or encumbrances of any kind as of the Closing Date. B. Shipyard Warranties and Guarantees. Effective as of the Closing Date, SELLER hereby assigns, sells, transfers and conveys to BUYER all of SELLER's rights and interests in and to any agreement, contract, purchase order, guarantee, representation or warranty relating to the construction, outfitting, commissioning or equipping of the Rig. V. INDEMNITIES Subject to the other provisions of this Agreement, and in particular except as provided in Article IV hereof, SELLER shall indemnify, defend and hold BUYER harmless from and against any claim arising out of or in connection with the Rig in which the alleged event giving rise to such claim occurred prior to the date and time indicated upon the Certificate of Acceptance of Delivery. BUYER shall indemnify, defend and hold SELLER harmless from and against any claim arising out of or in connection with the Rig in which the alleged event giving rise to such claim occurred after the date and time indicated upon the Certificate of Acceptance of Delivery. VI. ASSIGNMENT This Agreement may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. VII. TAXES SELLER shall bear all income or capital gains taxes, if any, which are assessed on account of this sale by any country or any subdivision thereof, and shall hold BUYER harmless from and against any such taxes. BUYER shall bear all sales, value added or any other type of taxes, if any, which are assessed on account of this sale by any country or any subdivision thereof, 3

regardless of against whom the tax is assessed, and shall hold SELLER harmless from and against such taxes. VIII. FLAGGING AUTHORITIES If BUYER intends to leave the Rig flagged in the current flag country, BUYER shall, immediately following this sale, notify the appropriate flag country authorities that the Rig has been sold to it, and shall hold SELLER harmless from any charges, penalties or fees assessed by the flag country authorities in connection with a failure to timely notify them of this sale, or the change in ownership of the Rig. IX. CHOICE OF LAW AND VENUE The parties agree that this Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands, and the courts of the Cayman Islands shall be the exclusive courts of venue and jurisdiction for any claim or action brought hereunder. X. BROKERAGE Each party agrees to indemnify the other party from and against all loss, cost, damage, or expense arising out of claims for fees or commissions of brokers employed or alleged to have been employed by such indemnifying party. XI. COST OF THE TRANSACTION Whether or not the transactions contemplated hereby shall be consummated, the parties agree that each party will pay the fees, expenses and disbursements of such party and its agents, representatives, and counsel incurred in connection with the subject matter of this Agreement. It is recommended by SELLER that BUYER have third party experts inspect the Rig prior to purchase by BUYER. Although SELLER shall make the Rig available and cooperate in facilitating any such inspection, BUYER agrees that the costs for carrying out such inspection shall belong to BUYER and BUYER shall reimburse to SELLER any costs or expenses SELLER incurs in preparing the Rig for inspection. XII. NOTICES Any notice, demand or communication required, permitted or desired to be given hereunder shall be deemed effectively given when personally delivered or telecopied or mailed by prepaid certified mail, return receipt requested, addressed as follows: 4

SELLER: R&B FALCON DRILLING CO. Four Greenway Plaza Houston, Texas, 77046 Tel: 713-232-7608 Fax: 713-232-7600 Attn: Mr. Eric B. Brown BUYER: Transocean Offshore International Ventures Limited Walker House, P.O. Box 265 George Town, Grand Cayman, Cayman Islands Tel: 345-949-0100; Fax: 345-949-7886 Attn: Mr. Iain McMurdo or to such other address, and to the attention of such other person or officer as any party may designate. XIII. SEVERABILITY In the event any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason and in any respect, such invalidity, illegality, or unenforceability shall in no event affect, prejudice of disturb the validity of the remainder of this Agreement, which shall be in full force and effect, enforceable in accordance with its terms. XIV. ENTIRE AGREEMENT/AMENDMENT This Agreement supersedes all previous contracts, and constitutes the entire agreement of whatsoever kind or nature existing between or among the parties respecting the sale of the Rig and no party shall be entitled to other benefits than those specified herein. As between or among the parties, no oral statements, prior correspondence, schedules, lists, brochures, drawings or written material of any kind not specifically incorporated herein shall be of any force and effect, and shall not be relied upon by either party. All prior representations or agreements, whether written or verbal, not expressly incorporated herein, are superseded and no changes in or additions to this Agreement shall be recognized unless and until made in writing and signed by both parties hereto. XV. LEGAL FEES AND COSTS In the event any party elects to incur legal expenses to enforce or interpret any provision of this Agreement or to defend against a claim by the other party, the prevailing party will be entitled to recover from the losing party such legal expenses, including, without limitation, attorneys' fees, costs, and necessary disbursements, in addition to any other relief to which such party shall be entitled. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in multiple originals and counterparts by their duly authorized officers, all as of the day and year first above written. 5

SELLER: R&B FALCON CORPORATION By: /s/ William Turcotte -------------------------- Name: William Turcotte ------------------------ Title: Assistant Secretary ----------------------- BUYER: TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED By: /s/ Brian Voegele -------------------------- Name: Brian Voegele ------------------------ Title: Vice President ----------------------- 6

EXHIBIT "A" ----------- MEMORANDUM OF ASSIGNMENT & RELEASE This MEMORANDUM OF ASSIGNMENT & RELEASE (this "Memorandum") is executed as of _______________, 2001 by and between TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LTD., a limited liability company duly organized under the laws of the Cayman Islands and with a registered office in St. Michael's, Barbados ("TOIVL") and R&B FALCON CORPORATION, a corporation organized under the laws of Delaware with principle offices in Houston, Texas, USA ("Borrower") and R&B FALCON DRILLING CO., a corporation organized under the laws of Oklahoma, with principle offices in Houston, Texas ("Replacement Lender"). WITNESSETH: WHEREAS, Transocean Sedco Forex Inc., a Cayman Islands corporation ("TSF") has entered into that certain Revolving Credit Agreement dated as of April 6, 2001 (as amended or otherwise modified from time to time, the "Credit Agreement"), between TSF, as the Lender, and R&B Falcon Corporation, the Borrower (Capitalized terms not defined herein are defined in the Credit Agreement); and WHEREAS, in connection with the Credit Agreement, the Borrower executed that certain Promissory Note in the original principal amount of $1,800,000,000 payable to TSF (the "Promissory Note"); and WHEREAS, pursuant to that certain Payment Rights Contribution Agreement dated as of __________, 2001 by and between TSF and TOIVL, TSF assigned, as a contribution to the capital of TOIVL, the right to receive payment under the Promissory Note in an amount equal to $1,245,000,000, plus interest thereon (the "Contributed Obligations"); and WHEREAS, pursuant to that certain Drilling Rig Sale Agreement dated as of ____________, 2001 by and between TOIVL and the Replacement Lender (the "Drilling Rig Sale Agreement"), TOIVL desires to assign a portion of the indebtedness of the Borrower represented by the Contributed Obligations as consideration for the assets and property which shall be transferred from the Replacement Lender and which are the subject matter of the Drilling Rig Sale Agreement. WHEREAS, the Replacement Lender desires to accept the assignment of indebtedness of the Borrower as consideration for the assets transferred to TOIVL and which are the subject matter of the Drilling Rig Sales Agreement.

NOW, THEREFORE, the parties hereby agree as follows: 1. TOIVL hereby assigns an amount of the Contributed Obligations equal to the principal amount of $__________________ (the "Assigned Amount") effective on ________________ (the "Assignment Date"). 2. On the Assignment Date, Replacement Lender shall assign, convey and transfer to TOIVL the assets and property described on Exhibit A --------- attached hereto. 3. Borrower agrees to the assignment of the Assigned Amount and agrees to execute and deliver all such further acts, conveyances, documents and assurances reasonably requested by TOIVL in order to carry out and effectuate the transfer of property contemplated above, including but not limited to a note evidencing its obligation to the Replacement Lender substantially in the form attached hereto as Exhibit B. 4. From and after the Assignment Date, Borrower shall not be obligated to pay to TOIVL any amounts attributable to or relating to the Assigned Amount, whether consisting of sums advanced, interest thereon, or any other amounts of any character whatsoever. 5. From and after the Assignment Date, Borrower shall be obligated to pay to the Replacement Lender amounts attributable to or relating to the Assigned Amount, whether consisting of sums advanced, interest thereon, or any other amounts of any character whatsoever in accordance with the terms of the note attached as Exhibit B. 6. It is agreed and understood that no assignment or cancellation hereunder shall affect the Borrower's liability for Loans under the Credit Agreement which are not Contributed Obligations or which are Contributed Obligations other than the Assigned Amount. IN WITNESS WHEREOF, the parties have caused this Memorandum to be duly executed by their respective officers thereunto duly authorized. TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LTD. By:______________________________ Name:____________________________ Title:___________________________

R&B FALCON CORPORATION By:______________________________ Name:____________________________ Title:___________________________ R&B FALCON DRILLING CO. By:______________________________ Name:____________________________ Title:___________________________ The undersigned acknowledges the assignment of the Assigned Amount and agrees that (a) Borrower shall be released from any further payment obligation of such Assigned Amount to TSF under the Credit Agreement and (b) an amount equal to the Assigned Amount shall be restored to the availability under the Credit Facility Commitment of the Credit Agreement . TRANSOCEAN SEDCO FOREX INC. By:______________________________ Name:____________________________ Title:___________________________

EXHIBIT "B" ----------- PROFORMA BILL OF SALE --------------------- BILL OF SALE -------------------------------------------------------------------------------- | Official Number | Name of Ship | No. Date and port of registry | -------------------------------------------------------------------------------- | | | | -------------------------------------------------------------------------------- | Type of Ship | Horse Power of Engines, if any | -------------------------------------------------------------------------------- | | | -------------------------------------------------------------------------------- Length: _______________ Breadth:__________ Depth:_________ Gross Tonnage:________________ Net Tonnage:___________________ And as described in more detail in the Certificate of Surveyor and the Register Book. WE, _____________________________ (hereinafter called "the VENDORS") having our principal place of business at ___________________________________________________ in consideration with the sum of _________________________________ paid to us by _____________________________ (domicile) (hereinafter called "the PURCHASER") the receipt whereof is hereby acknowledged, hereby transfer our whole title and interest in the ship above particularly described, and in the boats, tackle and other appurtenances belonging to the said ship to the PURCHASERS. Further we, the VENDORS for ourselves and our successors covenant with the PURCHASERS and their assigns, that we have power to transfer the said ship and title thereto in manner aforesaid and that the same is free from all debts, encumbrances and maritime liens. IN WITNESS WHEREOF we have executed this Bill of Sale this _______ day of ________, 2000. SIGNED on behalf the VENDORS by _________________ in his capacity as _________________ of the VENDORS and in pursuance of a resolution of the Board of Directors of the VENDORS. (Name of the company) (Signed) _____________________________

ACCEPTANCE OF SALE THE UNDERSIGNED _________________________ on behalf of and representing the corporation named __________________ in the Bill of Sale overleaf, in my position as ____________ of the said corporation HEREBY ACCEPT for all legal purposes, the sale and transfer effected by the said Bill of Sale to the said Corporation by ________________________ Of the vessel ______________ referred to in the said Bill of Sale. Dated the ___________ of ______________, 2001. (Name of the company) _____________________________ Name: Title:

EXHIBIT "C" ----------- PROFORMA CERTIFICATE OF ACCEPTANCE OF DELIVERY ---------------------------------------------- CERTIFICATE OF ACCEPTANCE OF DELIVERY The undersigned Transocean Offshore International Ventures Limited, a limited liability company duly organized under the laws of the Cayman Islands ("Buyer"), does hereby accept for all purposes the sale and transfer of legal title to and acknowledges acceptance of physical possession of that certain semi-submersible known as the "C. KIRK RHEIN", being of Panamanian flag and registry with official registration number of 22365-95-CH IMO No. 8750364 and does also hereby accept the Bill of Sale for such vessel delivered this day to it by R&B Falcon Drilling Co., a corporation duly organized under the laws of Oklahoma ("Seller"). Legal title and risk of loss is agreed to have transferred from Seller to Buyer at _______ o'clock __.m. on __________________, 2001, ________________________ Time. R&B FALCON DRILLING CO. TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED By:______________________ By:______________________ Name:____________________ Name:____________________ Title:___________________ Title:___________________

                          DRILLING RIG SALES AGREEMENT


THIS  DRILLING  RIG  SALES AGREEMENT, is entered into and is effective as of the
17th  day  of  August, 2001 by and between R&B FALCON CORPORATION, a corporation
duly  organized  under  the  laws  of  the State of Delaware, with its principal
office  located  in  Houston,  Texas  (hereafter  referred  to  as "SELLER") and
TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED., a limited liability company
duly  organized  under the laws of the Cayman Islands, with its principal office
located  in  George  Town,  Grand  Cayman, (hereinafter referred to as "BUYER").

WHEREAS,  SELLER  is  the  owner  of  the semi-submersible, FALCON 100  which is
presently  located  in  international  waters  in  the  Gulf  of  Mexico;  and

WHEREAS,  BUYER wishes to purchase the FALCON 100  from SELLER and SELLER wishes
to  sell  the  FALCON  100  to  BUYER,  on the basis of the terms and conditions
contained  in  this  Agreement;

WHEREAS,  BUYER  has  acquired  rights to receive payment of certain amounts due
from  SELLER  to Transocean Sedco Forex under a Revolving Credit Agreement dated
April  6th,  2001  (the  "Revolving  Credit  Agreement  Participation").

NOW,  THEREFORE,  for  and  in  consideration  of  the  premises  and the mutual
agreements  contained  herein,  BUYER  and  SELLER  do  hereby agree as follows:

I.   DEFINITIONS

     The  following  terms shall have the following meaning when used throughout
     this  Agreement  and  any  Exhibits  hereto:

     A.   "Agreement"  -  This  Drilling  Rig Sales Agreement between SELLER and
          BUYER.

     B.   "Rig" - That certain semi-submersible known as the " FALCON 100" owned
          by  SELLER  and  being  of  Marshall  Islands  flag and registry, with
          official  registration  number  of  1328,  IMO No. 8755625, with Gross
          Tonnage  of  12,341  and  with Net Tonnage of 3,702, together with any
          machinery,  engines,  equipment,  anchors,  cable, drilling machinery,
          drilling  equipment,  pumps,  drilling  supplies,  tools,  stores,
          furniture,  items of personality, electrical, mechanical, or chemical,
          hydraulic  and  other  systems, actually located thereon, incorporated
          therein  or  attached  thereto. In addition the term shall include all
          items  of  equipment,  machinery  and parts located on the Falcon 100.
          This sale shall exclude any inventory, spares or other equipment which
          is  kept  in  a warehouse or other storage facility onshore. This sale
          shall not include any item of any kind which belongs to a third party.

     C.   "Closing Date" - That mutually agreed upon date and time while the Rig
          is  located  in  international  waters  and  outside  the  territorial
          jurisdiction  of  any  country  at  which time the closing of the sale
          contemplated  by  this  Agreement  shall  take  place.


II. SALE AND PURCHASE; CONSIDERATION A. SELLER does hereby agree to sell the Rig to BUYER and BUYER does hereby agree to purchase the Rig from SELLER upon the basis of the terms and conditions set forth in this Agreement. B. Upon the Closing Date as consideration for the sale of the Rig, BUYER hereby agrees to assign and deliver to SELLER an undivided interest in the Revolving Credit Participation in a principle amount equal to U.S$40,000,000 in a form similar to Exhibit "A" attached hereto. BUYER further agrees to release SELLER from its obligation to pay said principle amount under the Revolving Credit Participation. C. On the Closing Date, representatives of SELLER and BUYER shall meet for the purpose of closing the sale of the Rig. At the closing, upon receiving BUYER'S consideration referred to above, SELLER'S representative at the closing shall deliver to BUYER'S representative at the closing the following: 1. A Bill of Sale of the Rig in a form similar to Exhibit "B" attached hereto as well as any other documentation reasonably requested by BUYER to enable it to register the Rig in BUYER'S name. 2. Any technical or regulatory documentation pertaining to the Rig which SELLER may have in its possession and which is not already aboard the Rig, such as classification society certificates, loadline certificates, radio licenses, engineering drawings, etc.; If the closing has not occurred by close of business on September 30, 2001, then this Agreement shall terminate, unless extended in writing by mutual agreement, and neither SELLER nor BUYER shall have any further obligations to the other with respect to the sale or purchase of the Rig. III. DELIVERY Concurrent with the delivery of the Bill of Sale at the closing, SELLER shall deliver physical possession of the Rig to BUYER in international waters and outside the territorial jurisdiction of any country. Concurrent with delivery of the Bill of Sale at the closing, BUYER shall acknowledge acceptance of physical possession of the Rig by executing and delivering to SELLER the Certificate of Acceptance of Delivery in the form attached hereto as Exhibit "C" ("Certificate of Acceptance of Delivery"). Title to and risk of loss of the Rig shall pass to BUYER as of the date and time indicated upon the said Certificate of Acceptance of Delivery. IV. REPRESENTATIONS AND WARRANTIES A. BUYER hereby acknowledges that this sale and purchase of the Rig is on an "as is, where is" basis, with all faults accepted by BUYER, and that, except as expressly provided in Article V.A.1. and V.A.2. below, this sale and purchase is WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, BY SELLER, AND THAT SELLER DOES NOT MAKE ANY WARRANTY, GUARANTY, OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR 2

IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE RIG INCLUDING, BUT NOT LIMITED TO, SEAWORTHINESS, VALUE, DESIGN, OPERATION, MERCHANTABILITY, FITNESS FOR USE OR PARTICULAR PURPOSE OF THE RIG OR AS TO THE ELIGIBILITY OF THE RIG FOR ANY PARTICULAR TRADE, AND BUYER HEREBY WAIVES AS AGAINST SELLER ALL WARRANTIES OR REMEDIES OR LIABILITIES WITH RESPECT TO SUCH WARRANTIES ARISING BY LAW OR OTHERWISE WITH RESPECT TO THE RIG, INCLUDING, BUT NOT LIMITED TO (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (b) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. Nothing contained in this Article V shall be construed as a waiver of any right which SELLER or BUYER may have against any other person. As between SELLER and BUYER the execution by BUYER of the Certificate of Acceptance of Delivery shall be conclusive proof of the Rig's compliance with all requirements of this Agreement. 1. SELLER represents and warrants that it is the legal owner of the Rig and that it has the right to transfer full and clear title to the Rig to BUYER. 2. SELLER represents and warrants that the Rig is free and clear of any liens or encumbrances of any kind as of the Closing Date. B. Shipyard Warranties and Guarantees. Effective as of the Closing Date, SELLER hereby assigns, sells, transfers and conveys to BUYER all of SELLER's rights and interests in and to any agreement, contract, purchase order, guarantee, representation or warranty relating to the construction, outfitting, commissioning or equipping of the Rig. V. INDEMNITIES Subject to the other provisions of this Agreement, and in particular except as provided in Article IV hereof, SELLER shall indemnify, defend and hold BUYER harmless from and against any claim arising out of or in connection with the Rig in which the alleged event giving rise to such claim occurred prior to the date and time indicated upon the Certificate of Acceptance of Delivery. BUYER shall indemnify, defend and hold SELLER harmless from and against any claim arising out of or in connection with the Rig in which the alleged event giving rise to such claim occurred after the date and time indicated upon the Certificate of Acceptance of Delivery. VI. ASSIGNMENT This Agreement may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. 3

VII. TAXES SELLER shall bear all income or capital gains taxes, if any, which are assessed on account of this sale by any country or any subdivision thereof, and shall hold BUYER harmless from and against any such taxes. BUYER shall bear all sales, value added or any other type of taxes, if any, which are assessed on account of this sale by any country or any subdivision thereof, regardless of against whom the tax is assessed, and shall hold SELLER harmless from and against such taxes. VIII. FLAGGING AUTHORITIES If BUYER intends to leave the Rig flagged in the current flag country, BUYER shall, immediately following this sale, notify the appropriate flag country authorities that the Rig has been sold to it, and shall hold SELLER harmless from any charges, penalties or fees assessed by the flag country authorities in connection with a failure to timely notify them of this sale, or the change in ownership of the Rig. IX. CHOICE OF LAW AND VENUE The parties agree that this Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands, and the courts of the Cayman Islands shall be the exclusive courts of venue and jurisdiction for any claim or action brought hereunder. X. BROKERAGE Each party agrees to indemnify the other party from and against all loss, cost, damage, or expense arising out of claims for fees or commissions of brokers employed or alleged to have been employed by such indemnifying party. XI. COST OF THE TRANSACTION Whether or not the transactions contemplated hereby shall be consummated, the parties agree that each party will pay the fees, expenses and disbursements of such party and its agents, representatives, and counsel incurred in connection with the subject matter of this Agreement. It is recommended by SELLER that BUYER have third party experts inspect the Rig prior to purchase by BUYER. Although SELLER shall make the Rig available and cooperate in facilitating any such inspection, BUYER agrees that the costs for carrying out such inspection shall belong to BUYER and BUYER shall reimburse to SELLER any costs or expenses SELLER incurs in preparing the Rig for inspection. XII. NOTICES Any notice, demand or communication required, permitted or desired to be given hereunder shall be deemed effectively given when personally delivered or telecopied or mailed by prepaid certified mail, return receipt requested, addressed as follows: 4

SELLER: R&B Falcon Corporation Four Greenway Plaza Houston, Texas, 77046 Tel: 713-232-7608 Fax: 713-232-7600 Attn: Mr. Eric B. Brown BUYER: Transocean Offshore International Ventures Limited Walker House, P.O. Box 265 George Town, Grand Cayman, Cayman Islands Tel: 345-949-0100; Fax: 345-949-7886 Attn: Mr. Iain McMurdo or to such other address, and to the attention of such other person or officer as any party may designate. XIII. SEVERABILITY In the event any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason and in any respect, such invalidity, illegality, or unenforceability shall in no event affect, prejudice of disturb the validity of the remainder of this Agreement, which shall be in full force and effect, enforceable in accordance with its terms. XIV. ENTIRE AGREEMENT/AMENDMENT This Agreement supersedes all previous contracts, and constitutes the entire agreement of whatsoever kind or nature existing between or among the parties respecting the sale of the Rig and no party shall be entitled to other benefits than those specified herein. As between or among the parties, no oral statements, prior correspondence, schedules, lists, brochures, drawings or written material of any kind not specifically incorporated herein shall be of any force and effect, and shall not be relied upon by either party. All prior representations or agreements, whether written or verbal, not expressly incorporated herein, are superseded and no changes in or additions to this Agreement shall be recognized unless and until made in writing and signed by both parties hereto. XV. LEGAL FEES AND COSTS In the event any party elects to incur legal expenses to enforce or interpret any provision of this Agreement or to defend against a claim by the other party, the prevailing party will be entitled to recover from the losing party such legal expenses, including, without limitation, attorneys' fees, costs, and necessary disbursements, in addition to any other relief to which such party shall be entitled. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in multiple originals and counterparts by their duly authorized officers, all as of the day and year first above written. 5

SELLER: R&B FALCON CORPORATION By: /s/ William Turcotte -------------------------- Name: William Turcotte ------------------------ Title: Assistant Secretary ----------------------- BUYER: TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED By: /s/ Brian Voegele -------------------------- Name: Brian Voegele ------------------------ Title: Vice President ----------------------- 6

EXHIBIT "A" ----------- MEMORANDUM OF CANCELLATION This MEMORANDUM OF CANCELLATION (this "Memorandum") is executed as of _______________, 2001 by and between TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LTD., a limited liability company duly organized under the laws of the Cayman Islands and with a registered office in St. Michael's, Barbados ("TOIVL") and R&B FALCON CORPORATION, a Delaware corporation with principal offices in Houston, Texas, USA ("Borrower"). WITNESSETH: WHEREAS, Transocean Sedco Forex Inc., a Cayman Islands corporation ("TSF") has entered into that certain Revolving Credit Agreement dated as of April 6, 2001 (as amended or otherwise modified from time to time, the "Credit Agreement"), between TSF, as the Lender, and the Borrower (Capitalized terms not defined herein are defined in the Credit Agreement); and WHEREAS, in connection with the Credit Agreement, the Borrower executed that certain Promissory Note in the original principal amount of $1,800,000,000 payable to TSF (the "Promissory Note"); and WHEREAS, pursuant to that certain Payment Rights Contribution Agreement dated as of __________, 2001 by and between TSF and TOIVL, TSF assigned, as a contribution to the capital of TOIVL, the right to receive payment under the Promissory Note in an amount equal to $1,245,000,000, plus interest thereon (the "Contributed Obligations"); and WHEREAS, pursuant to that certain Drilling Rig Sale Agreement dated as of ____________, 2001 by and between TOIVL and the Borrower (the "Drilling Rig Sale Agreement"), TOIVL desires to cancel the indebtedness of the Borrower represented by the Contributed Obligations as consideration for the assets and property which shall be transferred to Borrower and which are the subject matter of the Drilling Rig Sale Agreement. NOW, THEREFORE, the parties hereby agree as follows: 1. TOIVL hereby cancels an amount of the Contributed Obligations equal to the principal amount of $40,000,000 (the "Cancelled Amount") effective on ________________ (the "Cancellation Date").

2. On the Cancellation Date, Borrower shall assign, convey and transfer to TOIVL the assets and property described on Exhibit A ---------- attached hereto. 3. Borrower agrees to the cancellation of the Cancelled Amount and agrees to execute and deliver all such further acts, conveyances, documents and assurances reasonably requested by TOIVL in order to carry out and effectuate the transfer of property contemplated above. 4. From and after the Cancellation Date, Borrower shall not be obligated to pay to TOIVL any amounts attributable to or relating to the Cancelled Amount, whether consisting of sums advanced, interest thereon, or any other amounts of any character whatsoever. 5. It is agreed and understood that no cancellation hereunder shall affect the Borrower's liability for Loans under the Credit Agreement which are not Contributed Obligations. IN WITNESS WHEREOF, the parties have caused this Memorandum to be duly executed by their respective officers thereunto duly authorized. TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LTD. By:______________________________ Name:____________________________ Title:___________________________ R&B FALCON CORPORATION By:______________________________ Name:____________________________ Title:___________________________ The undersigned acknowledges the cancellation of the Cancelled Amount and agrees that an amount equal to the Cancelled Amount shall be restored to availability under the Credit Facility Commitment of the Credit Agreement. TRANSOCEAN SEDCO FOREX INC. By:______________________________ Name:____________________________ Title:___________________________

EXHIBIT "B" ----------- PROFORMA BILL OF SALE --------------------- BILL OF SALE PROPERTY DESCRIPTION: Offshore Drilling Rig - "Falcon 100", Marshall Islands Official No. 1328 (the "Drilling Rig") ________________________________________________________________________________ SELLER: R&B Falcon Corporation INTEREST OWNED: 100% ________________________________________________________________________________ BUYER: Transocean Offshore International INTEREST TRANSFERRED: 100% Ventures Limited ________________________________________________________________________________ CONSIDERATION RECEIVED: Ten dollars and other good and valuable consideration ________________________________________________________________________________ The Seller hereby sells to the Buyer named above, all of its right, title and interest in the Drilling Rig named above, and hereby grants to the Buyer full subrogation in and to all of the rights and actions of warranty which the Seller has or may have against all preceding owners and vendors of the Drilling Rig. TO HAVE AND TO HOLD the Drilling Rig unto the Buyer, its executors, administrators, successors, and assigns, to the sole and only proper use, benefit and behalf of the Buyer, its executors, administrators, successors, and assigns forever. The Seller hereby warrants title to the Drilling Rig and hereby warrants and guarantees that the Drilling Rig is free and clear of any and all liens (whether tort, contract, or arising by operation of law), mortgages, charters, debts, charges, assessments, privileges, levies or other encumbrances of any kind or nature whatsoever, whether recorded, secret, state, maritime, tax or otherwise, as of the date and time of the execution of this instrument. THIS SALE IS MADE ON AN "AS IS, WHERE IS" BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, BY SELLER, AND SELLER DOES NOT MAKE ANY WARRANTY, GUARANTY, OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE DRILLING RIG, INCLUDING, BUT NOT LIMITED TO, AS TO SEAWORTHINESS, VALUE, DESIGN, OPERATION, MERCHANTABILITY, FITNESS FOR USE OR PARTICULAR PURPOSE OF THE DRILLING RIG OR AS TO THE ELIGIBILITY OF THE DRILLING RIG FOR ANY PARTICULAR TRADE, AND BUYER HEREBY WAIVES AS AGAINST SELLER ALL WARRANTIES OR REMEDIES OR LIABILITIES WITH RESPECT TO SUCH WARRANTIES, ARISING BY LAW OR OTHERWISE WITH RESPECT TO THE DRILLING RIG, INCLUDING, BUT NOT LIMITED TO (1) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (2) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. Dated: ____________________ R&B Falcon Corporation Transocean Offshore International Venture Limited By:_________________________ By:_______________________________________ Name:_______________________ Name:_____________________________________ Title:______________________ Title:____________________________________

NOTARIAL CERTIFICATE I, ___________________________________, NOTARY PUBLIC, duly authorized, admitted and sworn, residing and practicing at _____________________________________, do hereby certify that the signature "____________________________" that appears at the foot of the foregoing Bill Of Sale is the authentic signature of the said ___________________________________ who has produced sufficient proof of his power to execute the said Bill Of Sale on behalf of R&B Falcon Corporation. In testimony whereof I have hereunto subscribed my name and affixed my seal of office this _________ day of _________________________, 2001. ____________________ Notary Public NOTARIAL CERTIFICATE I, ___________________________________, NOTARY PUBLIC, duly authorized, admitted and sworn, residing and practicing at _____________________________________, do hereby certify that the signature "____________________________" that appears at the foot of the foregoing Bill Of Sale is the authentic signature of the said ___________________________________ who has produced sufficient proof of his power to execute the said Bill Of Sale on behalf of Transocean Offshore International Ventures Limited. In testimony whereof I have hereunto subscribed my name and affixed my seal of office this _________ day of _________________________, 2001. ____________________ Notary Public

EXHIBIT "C" ----------- PROFORMA CERTIFICATE OF ACCEPTANCE OF DELIVERY ---------------------------------------------- CERTIFICATE OF ACCEPTANCE OF DELIVERY The undersigned Transocean Offshore International Ventures Limited, a limited liability company duly organized under the laws of the Cayman Islands ("Buyer"), does hereby accept for all purposes the sale and transfer of legal title to and acknowledges acceptance of physical possession of that certain semi-submersible known as the "FALCON 100", being of Marshall Islands flag and registry with official registration number of 1328 IMO No. 8755625 and does also hereby accept the Bill of Sale for such vessel delivered this day to it by R&B Falcon Corporation, a corporation duly organized under the laws of Delaware ("Seller"). Legal title and risk of loss is agreed to have transferred from Seller to Buyer at ________ o'clock ___.m. on __________________, 2001, ________________________ Time. R&B FALCON CORPORATION TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED By:______________________ By:______________________ Name:____________________ Name:____________________ Title:___________________ Title:___________________

                          DRILLING RIG SALES AGREEMENT


THIS  DRILLING  RIG  SALES AGREEMENT, is entered into and is effective as of the
17th  day  of  August, 2001 by and between R&B FALCON CORPORATION, a corporation
duly  organized  under  the  laws  of  the State of Delaware, with its principal
office  located  in  Houston,  Texas  (hereafter  referred  to  as "SELLER") and
TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED., a limited liability company
duly organized under the laws of the Cayman Islands, with a registered office in
St.  Michaels  Barbados,  (hereinafter  referred  to  as  "BUYER").

WHEREAS,  SELLER is the owner of the dynamically positioned drillship, DEEPWATER
NAVIGATOR  which  is  presently  located  in international waters in the Gulf of
Mexico;  and

WHEREAS,  BUYER  wishes  to  purchase  the  DEEPWATER NAVIGATOR  from SELLER and
SELLER  wishes  to  sell  the  DEEPWATER NAVIGATOR to BUYER, on the basis of the
terms  and  conditions  contained  in  this  Agreement;

WHEREAS,  BUYER  has  acquired  rights to receive payment of certain amounts due
from  SELLER  to Transocean Sedco Forex under a Revolving Credit Agreement dated
April  6th,  2001  (the  "Revolving  Credit  Agreement  Participation").

NOW,  THEREFORE,  for  and  in  consideration  of  the  premises  and the mutual
agreements  contained  herein,  BUYER  and  SELLER  do  hereby agree as follows:

I.   DEFINITIONS

     The  following  terms shall have the following meaning when used throughout
     this  Agreement  and  any  Exhibits  hereto:

     A.   "Agreement"  -  This  Drilling  Rig Sales Agreement between SELLER and
          BUYER.

     B.   "Rig"  -  That certain dynamically positioned drillship known as the "
          DEEPWATER  NAVIGATOR"  owned  by  SELLER and being of Marshall Islands
          flag  and registry, with official registration number of 1327, IMO No.
          7112890,  with  Gross Tonnage of 14,058 and with Net Tonnage of 4,218,
          together  with  any  machinery,  engines,  equipment,  anchors, cable,
          drilling  machinery,  drilling  equipment,  pumps,  drilling supplies,
          tools,  stores,  furniture,  items  of  personality,  electrical,
          mechanical, or chemical, hydraulic and other systems, actually located
          thereon,  incorporated  therein  or  attached thereto. In addition the
          term shall include all items of equipment, machinery and parts located
          on  the  Deepwater  Navigator.  This sale shall exclude any inventory,
          spares  or  other  equipment  which  is  kept  in a warehouse or other
          storage  facility onshore. This sale shall not include any item of any
          kind  which  belongs  to  a  third  party.

     C.   "Closing Date" - That mutually agreed upon date and time while the Rig
          is  located  in  international  waters  and  outside  the  territorial
          jurisdiction  of  any  country  at  which time the closing of the sale
          contemplated  by  this  Agreement  shall  take  place.


II. SALE AND PURCHASE; CONSIDERATION A. SELLER does hereby agree to sell the Rig to BUYER and BUYER does hereby agree to purchase the Rig from SELLER upon the basis of the terms and conditions set forth in this Agreement. B. Upon the Closing Date, as consideration for the sale of the Rig, BUYER hereby agrees to assign and deliver to SELLER an undivided interest in the Revolving Credit Participation in a principle amount equal to U.S$145,000,000 in a form similar to Exhibit "A" attached hereto. BUYER further agrees to release SELLER from its obligation to pay said principle amount under the Revolving Credit Participation. C. On the Closing Date, representatives of SELLER and BUYER shall meet for the purpose of closing the sale of the Rig. At the closing, upon receiving BUYER'S consideration referred to above, SELLER'S representative at the closing shall deliver to BUYER'S representative at the closing the following: 1. A Bill of Sale of the Rig in a form similar to Exhibit "B" attached hereto as well as any other documentation reasonably requested by BUYER to enable it to register the Rig in BUYER'S name. 2. Any technical or regulatory documentation pertaining to the Rig which SELLER may have in its possession and which is not already aboard the Rig, such as classification society certificates, loadline certificates, radio licenses, engineering drawings, etc.; If the closing has not occurred by close of business on September 30, 2001, then this Agreement shall terminate, unless extended in writing by mutual agreement, and neither SELLER nor BUYER shall have any further obligations to the other with respect to the sale or purchase of the Rig. III. DELIVERY Concurrent with the delivery of the Bill of Sale at the closing, SELLER shall deliver physical possession of the Rig to BUYER in international waters and outside the territorial jurisdiction of any country. Concurrent with delivery of the Bill of Sale at the closing, BUYER shall acknowledge acceptance of physical possession of the Rig by executing and delivering to SELLER the Certificate of Acceptance of Delivery in the form attached hereto as Exhibit "C" ("Certificate of Acceptance of Delivery"). Title to and risk of loss of the Rig shall pass to BUYER as of the date and time indicated upon the said Certificate of Acceptance of Delivery. IV. REPRESENTATIONS AND WARRANTIES A. BUYER hereby acknowledges that this sale and purchase of the Rig is on an "as is, where is" basis, with all faults accepted by BUYER, and that, except as expressly provided in Article V.A.1. and V.A.2. below, this sale and purchase is WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, BY SELLER, AND THAT SELLER DOES NOT MAKE ANY WARRANTY, GUARANTY, OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR 2

IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE RIG INCLUDING, BUT NOT LIMITED TO, SEAWORTHINESS, VALUE, DESIGN, OPERATION, MERCHANTABILITY, FITNESS FOR USE OR PARTICULAR PURPOSE OF THE RIG OR AS TO THE ELIGIBILITY OF THE RIG FOR ANY PARTICULAR TRADE, AND BUYER HEREBY WAIVES AS AGAINST SELLER ALL WARRANTIES OR REMEDIES OR LIABILITIES WITH RESPECT TO SUCH WARRANTIES ARISING BY LAW OR OTHERWISE WITH RESPECT TO THE RIG, INCLUDING, BUT NOT LIMITED TO (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (b) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. Nothing contained in this Article V shall be construed as a waiver of any right which SELLER or BUYER may have against any other person. As between SELLER and BUYER the execution by BUYER of the Certificate of Acceptance of Delivery shall be conclusive proof of the Rig's compliance with all requirements of this Agreement. 1. SELLER represents and warrants that it is the legal owner of the Rig and that it has the right to transfer full and clear title to the Rig to BUYER. 2. SELLER represents and warrants that the Rig is free and clear of any liens or encumbrances of any kind as of the Closing Date. B. Shipyard Warranties and Guarantees. Effective as of the Closing Date, SELLER hereby assigns, sells, transfers and conveys to BUYER all of SELLER's rights and interests in and to any agreement, contract, purchase order, guarantee, representation or warranty relating to the construction, outfitting, commissioning or equipping of the Rig. V. INDEMNITIES Subject to the other provisions of this Agreement, and in particular except as provided in Article IV hereof, SELLER shall indemnify, defend and hold BUYER harmless from and against any claim arising out of or in connection with the Rig in which the alleged event giving rise to such claim occurred prior to the date and time indicated upon the Certificate of Acceptance of Delivery. BUYER shall indemnify, defend and hold SELLER harmless from and against any claim arising out of or in connection with the Rig in which the alleged event giving rise to such claim occurred after the date and time indicated upon the Certificate of Acceptance of Delivery. VI. ASSIGNMENT This Agreement may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. 3

VII. TAXES SELLER shall bear all income or capital gains taxes, if any, which are assessed on account of this sale by any country or any subdivision thereof, and shall hold BUYER harmless from and against any such taxes. BUYER shall bear all sales, value added or any other type of taxes, if any, which are assessed on account of this sale by any country or any subdivision thereof, regardless of against whom the tax is assessed, and shall hold SELLER harmless from and against such taxes. VIII. FLAGGING AUTHORITIES If BUYER intends to leave the Rig flagged in the current flag country, BUYER shall, immediately following this sale, notify the appropriate flag country authorities that the Rig has been sold to it, and shall hold SELLER harmless from any charges, penalties or fees assessed by the flag country authorities in connection with a failure to timely notify them of this sale, or the change in ownership of the Rig. IX. CHOICE OF LAW AND VENUE The parties agree that this Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands, and the courts of the Cayman Islands shall be the exclusive courts of venue and jurisdiction for any claim or action brought hereunder. X. BROKERAGE Each party agrees to indemnify the other party from and against all loss, cost, damage, or expense arising out of claims for fees or commissions of brokers employed or alleged to have been employed by such indemnifying party. XI. COST OF THE TRANSACTION Whether or not the transactions contemplated hereby shall be consummated, the parties agree that each party will pay the fees, expenses and disbursements of such party and its agents, representatives, and counsel incurred in connection with the subject matter of this Agreement. It is recommended by SELLER that BUYER have third party experts inspect the Rig prior to purchase by BUYER. Although SELLER shall make the Rig available and cooperate in facilitating any such inspection, BUYER agrees that the costs for carrying out such inspection shall belong to BUYER and BUYER shall reimburse to SELLER any costs or expenses SELLER incurs in preparing the Rig for inspection. XII. NOTICES Any notice, demand or communication required, permitted or desired to be given hereunder shall be deemed effectively given when personally delivered or telecopied or mailed by prepaid certified mail, return receipt requested, addressed as follows: 4

SELLER: R&B Falcon Corporation Four Greenway Plaza Houston, Texas, 77046 Tel: 713-232-7608 Fax: 713-232-7600 Attn: Mr. Eric B. Brown BUYER: Transocean Offshore International Ventures Limited Walker House, P.O. Box 265 George Town, Grand Cayman, Cayman Islands Tel: 345-949-0100; Fax: 345-949-7886 Attn: Mr. Iain McMurdo or to such other address, and to the attention of such other person or officer as any party may designate. XIII. SEVERABILITY In the event any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason and in any respect, such invalidity, illegality, or unenforceability shall in no event affect, prejudice of disturb the validity of the remainder of this Agreement, which shall be in full force and effect, enforceable in accordance with its terms. XIV. ENTIRE AGREEMENT/AMENDMENT This Agreement supersedes all previous contracts, and constitutes the entire agreement of whatsoever kind or nature existing between or among the parties respecting the sale of the Rig and no party shall be entitled to other benefits than those specified herein. As between or among the parties, no oral statements, prior correspondence, schedules, lists, brochures, drawings or written material of any kind not specifically incorporated herein shall be of any force and effect, and shall not be relied upon by either party. All prior representations or agreements, whether written or verbal, not expressly incorporated herein, are superseded and no changes in or additions to this Agreement shall be recognized unless and until made in writing and signed by both parties hereto. XV. LEGAL FEES AND COSTS In the event any party elects to incur legal expenses to enforce or interpret any provision of this Agreement or to defend against a claim by the other party, the prevailing party will be entitled to recover from the losing party such legal expenses, including, without limitation, attorneys' fees, costs, and necessary disbursements, in addition to any other relief to which such party shall be entitled. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in multiple originals and counterparts by their duly authorized officers, all as of the day and year first above written. 5

SELLER: R&B FALCON CORPORATION By: /s/ William Turcotte -------------------------- Name: William Turcotte ------------------------ Title: Assistant Secretary ----------------------- BUYER: TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED By: /s/ Brian Voegele -------------------------- Name: Brian Voegele ------------------------ Title: Vice President ----------------------- 6

EXHIBIT "A" ----------- MEMORANDUM OF CANCELLATION This MEMORANDUM OF CANCELLATION (this "Memorandum") is executed as of _______________, 2001 by and between TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LTD., a limited liability company duly organized under the laws of the Cayman Islands and with a registered office in St. Michael's, Barbados ("TOIVL") and R&B FALCON CORPORATION, a Delaware corporation with principal offices in Houston, Texas, USA ("Borrower"). WITNESSETH: WHEREAS, Transocean Sedco Forex Inc., a Cayman Islands corporation ("TSF") has entered into that certain Revolving Credit Agreement dated as of April 6, 2001 (as amended or otherwise modified from time to time, the "Credit Agreement"), between TSF, as the Lender, and the Borrower (Capitalized terms not defined herein are defined in the Credit Agreement); and WHEREAS, in connection with the Credit Agreement, the Borrower executed that certain Promissory Note in the original principal amount of $1,800,000,000 payable to TSF (the "Promissory Note"); and WHEREAS, pursuant to that certain Payment Rights Contribution Agreement dated as of __________, 2001 by and between TSF and TOIVL, TSF assigned, as a contribution to the capital of TOIVL, the right to receive payment under the Promissory Note in an amount equal to $1,245,000,000, plus interest thereon (the "Contributed Obligations"); and WHEREAS, pursuant to that certain Drilling Rig Sale Agreement dated as of ____________, 2001 by and between TOIVL and the Borrower (the "Drilling Rig Sale Agreement"), TOIVL desires to cancel the indebtedness of the Borrower represented by the Contributed Obligations as consideration for the assets and property which shall be transferred to Borrower and which are the subject matter of the Drilling Rig Sale Agreement. NOW, THEREFORE, the parties hereby agree as follows: 1. TOIVL hereby cancels an amount of the Contributed Obligations equal to the principal amount of $145,000,000 (the "Cancelled Amount") effective on ________________ (the "Cancellation Date"). 2. On the Cancellation Date, Borrower shall assign, convey and transfer to TOIVL the assets and property described on Exhibit A ---------- attached hereto.

3. Borrower agrees to the cancellation of the Cancelled Amount and agrees to execute and deliver all such further acts, conveyances, documents and assurances reasonably requested by TOIVL in order to carry out and effectuate the transfer of property contemplated above. 4. From and after the Cancellation Date, Borrower shall not be obligated to pay to TOIVL any amounts attributable to or relating to the Cancelled Amount, whether consisting of sums advanced, interest thereon, or any other amounts of any character whatsoever. 5. It is agreed and understood that no cancellation hereunder shall affect the Borrower's liability for Loans under the Credit Agreement which are not Contributed Obligations. IN WITNESS WHEREOF, the parties have caused this Memorandum to be duly executed by their respective officers thereunto duly authorized. TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LTD. By:______________________________ Name:____________________________ Title:___________________________ R&B FALCON CORPORATION By:______________________________ Name:____________________________ Title:___________________________ The undersigned acknowledges the cancellation of the Cancelled Amount and agrees that an amount equal to the Cancelled Amount shall be restored to availability under the Credit Facility Commitment of the Credit Agreement. TRANSOCEAN SEDCO FOREX INC. By:______________________________ Name:____________________________ Title:___________________________

EXHIBIT "B" ----------- PROFORMA BILL OF SALE --------------------- BILL OF SALE PROPERTY DESCRIPTION: Offshore Drilling Rig - "Deepwater Navigator", Marshall Islands Official No. 1328 (the "Drilling Rig") _____________________________________________________________________________ SELLER: R&B Falcon Corporation INTEREST OWNED: 100% _____________________________________________________________________________ BUYER: Transocean Offshore International INTEREST TRANSFERRED: 100% Ventures Limited _____________________________________________________________________________ CONSIDERATION RECEIVED: Ten dollars and other good and valuable consideration _____________________________________________________________________________ The Seller hereby sells to the Buyer named above, all of its right, title and interest in the Drilling Rig named above, and hereby grants to the Buyer full subrogation in and to all of the rights and actions of warranty which the Seller has or may have against all preceding owners and vendors of the Drilling Rig. TO HAVE AND TO HOLD the Drilling Rig unto the Buyer, its executors, administrators, successors, and assigns, to the sole and only proper use, benefit and behalf of the Buyer, its executors, administrators, successors, and assigns forever. The Seller hereby warrants title to the Drilling Rig and hereby warrants and guarantees that the Drilling Rig is free and clear of any and all liens (whether tort, contract, or arising by operation of law), mortgages, charters, debts, charges, assessments, privileges, levies or other encumbrances of any kind or nature whatsoever, whether recorded, secret, state, maritime, tax or otherwise, as of the date and time of the execution of this instrument. THIS SALE IS MADE ON AN "AS IS, WHERE IS" BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, BY SELLER, AND SELLER DOES NOT MAKE ANY WARRANTY, GUARANTY, OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE DRILLING RIG, INCLUDING, BUT NOT LIMITED TO, AS TO SEAWORTHINESS, VALUE, DESIGN, OPERATION, MERCHANTABILITY, FITNESS FOR USE OR PARTICULAR PURPOSE OF THE DRILLING RIG OR AS TO THE ELIGIBILITY OF THE DRILLING RIG FOR ANY PARTICULAR TRADE, AND BUYER HEREBY WAIVES AS AGAINST SELLER ALL WARRANTIES OR REMEDIES OR LIABILITIES WITH RESPECT TO SUCH WARRANTIES, ARISING BY LAW OR OTHERWISE WITH RESPECT TO THE DRILLING RIG, INCLUDING, BUT NOT LIMITED TO (1) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (2) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. Dated: ____________________ R&B Falcon Corporation Transocean Offshore International Ventures Limited By:_______________________ By:__________________________ Name:_____________________ Name:________________________ Title:____________________ Title:_______________________

NOTARIAL CERTIFICATE I, ___________________________________, NOTARY PUBLIC, duly authorized, admitted and sworn, residing and practicing at _____________________________________, do hereby certify that the signature "____________________________" that appears at the foot of the foregoing Bill Of Sale is the authentic signature of the said ___________________________________ who has produced sufficient proof of his power to execute the said Bill Of Sale on behalf of R&B Falcon Corporation. In testimony whereof I have hereunto subscribed my name and affixed my seal of office this _________ day of _________________________, 2001. ____________________ Notary Public NOTARIAL CERTIFICATE I, ___________________________________, NOTARY PUBLIC, duly authorized, admitted and sworn, residing and practicing at _____________________________________, do hereby certify that the signature "____________________________" that appears at the foot of the foregoing Bill Of Sale is the authentic signature of the said ___________________________________ who has produced sufficient proof of his power to execute the said Bill Of Sale on behalf of Transocean Offshore International Ventures Limited. In testimony whereof I have hereunto subscribed my name and affixed my seal of office this _________ day of _________________________, 2001. ____________________ Notary Public

EXHIBIT "C" ----------- PROFORMA CERTIFICATE OF ACCEPTANCE OF DELIVERY ---------------------------------------------- CERTIFICATE OF ACCEPTANCE OF DELIVERY The undersigned Transocean Offshore International Ventures Limited, a limited liability company duly organized under the laws of the Cayman Islands ("Buyer"), does hereby accept for all purposes the sale and transfer of legal title to and acknowledges acceptance of physical possession of that certain dynamically positioned drillship known as the "DEEPWATER NAVIGATOR", being of Marshall Islands flag and registry with official registration number of 1327 IMO No. 7112890 and does also hereby accept the Bill of Sale for such vessel delivered this day to it by R&B Falcon Corporation, a corporation duly organized under the laws of Delaware ("Seller"). Legal title and risk of loss is agreed to have transferred from Seller to Buyer at _______ o'clock __.m. on __________________, 2001, ________________________ Time. R&B FALCON CORPORATION TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED By:______________________ By:______________________ Name:____________________ Name:____________________ Title:___________________ Title:___________________

                          DRILLING RIG SALES AGREEMENT


THIS  DRILLING  RIG  SALES  AGREEMENT,  is  entered  into and is effective as of
the  19th  day  of  August,  2001  by  and  between  R&B  FALCON  CORPORATION, a
corporation  duly  organized  under  the laws of the State of Delaware, with its
principal  office  located in Houston, Texas (hereafter referred to as "SELLER")
and  TRANSOCEAN  OFFSHORE  INTERNATIONAL  VENTURES LIMITED., a limited liability
company  duly  organized under the laws of the Cayman Islands, with a registered
office  in  St.  Michaels  Barbados,  (hereinafter  referred  to  as  "BUYER").

WHEREAS,  SELLER is the owner of the dynamically positioned drillship, DEEPWATER
DISCOVERY  which  is  presently located in international waters off the coast of
West  Africa;  and

WHEREAS,  BUYER  wishes  to  purchase  the  DEEPWATER DISCOVERY  from SELLER and
SELLER  wishes  to  sell  the  DEEPWATER DISCOVERY to BUYER, on the basis of the
terms  and  conditions  contained  in  this  Agreement;

WHEREAS,  BUYER  has  acquired  rights to receive payment of certain amounts due
from  SELLER  to Transocean Sedco Forex under a Revolving Credit Agreement dated
April  6th,  2001  (the  "Revolving  Credit  Agreement  Participation").

NOW,  THEREFORE,  for  and  in  consideration  of  the  premises  and the mutual
agreements  contained  herein,  BUYER  and  SELLER  do  hereby agree as follows:

I.  DEFINITIONS

     The  following  terms shall have the following meaning when used throughout
     this  Agreement  and  any  Exhibits  hereto:

     A.   "Agreement"  -  This  Drilling  Rig Sales Agreement between SELLER and
          BUYER.

     B.   "Rig"  -  That certain dynamically positioned drillship known as the "
          DEEPWATER  DISCOVERY" owned by SELLER and being of Panamanian flag and
          registry,  with  official registration number of 28997-PEXT-2, IMO No.
          9203679,  with Gross Tonnage of 59,632 and with Net Tonnage of 17,889,
          together  with  any  machinery,  engines,  equipment,  anchors, cable,
          drilling  machinery,  drilling  equipment,  pumps,  drilling supplies,
          tools,  stores,  furniture,  items  of  personality,  electrical,
          mechanical, or chemical, hydraulic and other systems, actually located
          thereon,  incorporated  therein  or  attached thereto. In addition the
          term shall include all items of equipment, machinery and parts located
          on  the  Deepwater  Discovery.  This sale shall exclude any inventory,
          spares  or  other  equipment  which  is  kept  in a warehouse or other
          storage  facility onshore. This sale shall not include any item of any
          kind  which  belongs  to  a  third  party.

     C.   "Closing Date" - That mutually agreed upon date and time while the Rig
          is  located  in  international  waters  and  outside  the  territorial
          jurisdiction  of  any  country  at  which time the closing of the sale
          contemplated  by  this  Agreement  shall  take  place.


II. SALE AND PURCHASE; CONSIDERATION A. SELLER does hereby agree to sell the Rig to BUYER and BUYER does hereby agree to purchase the Rig from SELLER upon the basis of the terms and conditions set forth in this Agreement. B. Upon the Closing Date, as consideration for the sale of the Rig, BUYER hereby agrees to assign and deliver to SELLER an undivided interest in the Revolving Credit Participation in a principle amount equal to U.S$280,000,000 in a form similar to Exhibit "A" attached hereto. BUYER further agrees to release SELLER from its obligation to pay said principle amount under the Revolving Credit Participation. C. On the Closing Date, representatives of SELLER and BUYER shall meet for the purpose of closing the sale of the Rig. At the closing, upon receiving BUYER'S consideration referred to above, SELLER'S representative at the closing shall deliver to BUYER'S representative at the closing the following: 1. A Bill of Sale of the Rig in a form similar to Exhibit "B" attached hereto as well as any other documentation reasonably requested by BUYER to enable it to register the Rig in BUYER'S name. 2. Any technical or regulatory documentation pertaining to the Rig which SELLER may have in its possession and which is not already aboard the Rig, such as classification society certificates, loadline certificates, radio licenses, engineering drawings, etc.; If the closing has not occurred by close of business on September 30, 2001, then this Agreement shall terminate, unless extended in writing by mutual agreement, and neither SELLER nor BUYER shall have any further obligations to the other with respect to the sale or purchase of the Rig. III. CONDITION PRECEDENT As a condition precedent to the effectiveness of this Agreement and to closing, both BUYER and SELLER shall have received confirmation in a form similar to Exhibit "C" attached hereto that the rig is in international waters. IV. DELIVERY Concurrent with the delivery of the Bill of Sale at the closing, SELLER shall deliver physical possession of the Rig to BUYER in international waters and outside the territorial jurisdiction of any country. Concurrent with delivery of the Bill of Sale at the closing, BUYER shall acknowledge acceptance of physical possession of the Rig by executing and delivering to SELLER the Certificate of Acceptance of Delivery in the form attached hereto as Exhibit "D" ("Certificate of Acceptance of Delivery"). Title to and risk of loss of the Rig shall pass to BUYER as of the date and time indicated upon the said Certificate of Acceptance of Delivery. 2

V. REPRESENTATIONS AND WARRANTIES A. BUYER hereby acknowledges that this sale and purchase of the Rig is on an "as is, where is" basis, with all faults accepted by BUYER, and that, except as expressly provided in Article VI.A.1. and VI.A.2. below, this sale and purchase is WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, BY SELLER, AND THAT SELLER DOES NOT MAKE ANY WARRANTY, GUARANTY, OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE RIG INCLUDING, BUT NOT LIMITED TO, SEAWORTHINESS, VALUE, DESIGN, OPERATION, MERCHANTABILITY, FITNESS FOR USE OR PARTICULAR PURPOSE OF THE RIG OR AS TO THE ELIGIBILITY OF THE RIG FOR ANY PARTICULAR TRADE, AND BUYER HEREBY WAIVES AS AGAINST SELLER ALL WARRANTIES OR REMEDIES OR LIABILITIES WITH RESPECT TO SUCH WARRANTIES ARISING BY LAW OR OTHERWISE WITH RESPECT TO THE RIG, INCLUDING, BUT NOT LIMITED TO (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (b) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. Nothing contained in this Article V shall be construed as a waiver of any right which SELLER or BUYER may have against any other person. As between SELLER and BUYER the execution by BUYER of the Certificate of Acceptance of Delivery shall be conclusive proof of the Rig's compliance with all requirements of this Agreement. 1. SELLER represents and warrants that it is the legal owner of the Rig and that it has the right to transfer full and clear title to the Rig to BUYER. 2. SELLER represents and warrants that the Rig is free and clear of any liens or encumbrances of any kind as of the Closing Date. B. Shipyard Warranties and Guarantees. Effective as of the Closing Date, SELLER hereby assigns, sells, transfers and conveys to BUYER all of SELLER's rights and interests in and to any agreement, contract, purchase order, guarantee, representation or warranty relating to the construction, outfitting, commissioning or equipping of the Rig. VI. INDEMNITIES Subject to the other provisions of this Agreement, and in particular except as provided in Article V hereof, SELLER shall indemnify, defend and hold BUYER harmless from and against any claim arising out of or in connection with the Rig in which the alleged event giving rise to such claim occurred prior to the date and time indicated upon the Certificate of Acceptance of Delivery. BUYER shall indemnify, defend and hold SELLER harmless from and against any claim arising out of or in connection with the Rig in which the alleged event giving rise to such claim occurred after the date and time indicated upon the Certificate of Acceptance of Delivery. 3

VII. ASSIGNMENT This Agreement may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. VIII. TAXES SELLER shall bear all income or capital gains taxes, if any, which are assessed on account of this sale by any country or any subdivision thereof, and shall hold BUYER harmless from and against any such taxes. BUYER shall bear all sales, value added or any other type of taxes, if any, which are assessed on account of this sale by any country or any subdivision thereof, regardless of against whom the tax is assessed, and shall hold SELLER harmless from and against such taxes. IX. FLAGGING AUTHORITIES If BUYER intends to leave the Rig flagged in the current flag country, BUYER shall, immediately following this sale, notify the appropriate flag country authorities that the Rig has been sold to it, and shall hold SELLER harmless from any charges, penalties or fees assessed by the flag country authorities in connection with a failure to timely notify them of this sale, or the change in ownership of the Rig. X. CHOICE OF LAW AND VENUE The parties agree that this Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands, and the courts of the Cayman Islands shall be the exclusive courts of venue and jurisdiction for any claim or action brought hereunder. XI. BROKERAGE Each party agrees to indemnify the other party from and against all loss, cost, damage, or expense arising out of claims for fees or commissions of brokers employed or alleged to have been employed by such indemnifying party. XII. COST OF THE TRANSACTION Whether or not the transactions contemplated hereby shall be consummated, the parties agree that each party will pay the fees, expenses and disbursements of such party and its agents, representatives, and counsel incurred in connection with the subject matter of this Agreement. It is recommended by SELLER that BUYER have third party experts inspect the Rig prior to purchase by BUYER. Although SELLER shall make the Rig available and cooperate in facilitating any such inspection, BUYER agrees that the costs for carrying out such inspection shall belong to BUYER and BUYER shall reimburse to SELLER any costs or expenses SELLER incurs in preparing the Rig for inspection. 4

XIII. NOTICES Any notice, demand or communication required, permitted or desired to be given hereunder shall be deemed effectively given when personally delivered or telecopied or mailed by prepaid certified mail, return receipt requested, addressed as follows: SELLER: R&B Falcon Corporation Four Greenway Plaza Houston, Texas, 77046 Tel: 713-232-7608 Fax: 713-232-7600 Attn: Mr. Eric B. Brown BUYER: Transocean Offshore International Ventures Limited Walker House, P.O. Box 265 George Town, Grand Cayman, Cayman Islands Tel: 345-949-0100; Fax: 345-949-7886 Attn: Mr. Iain McMurdo or to such other address, and to the attention of such other person or officer as any party may designate. XIV. SEVERABILITY In the event any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason and in any respect, such invalidity, illegality, or unenforceability shall in no event affect, prejudice of disturb the validity of the remainder of this Agreement, which shall be in full force and effect, enforceable in accordance with its terms. XV. ENTIRE AGREEMENT/AMENDMENT This Agreement supersedes all previous contracts, and constitutes the entire agreement of whatsoever kind or nature existing between or among the parties respecting the sale of the Rig and no party shall be entitled to other benefits than those specified herein. As between or among the parties, no oral statements, prior correspondence, schedules, lists, brochures, drawings or written material of any kind not specifically incorporated herein shall be of any force and effect, and shall not be relied upon by either party. All prior representations or agreements, whether written or verbal, not expressly incorporated herein, are superseded and no changes in or additions to this Agreement shall be recognized unless and until made in writing and signed by both parties hereto. XVI. LEGAL FEES AND COSTS In the event any party elects to incur legal expenses to enforce or interpret any provision of this Agreement or to defend against a claim by the other party, the prevailing party will be entitled to recover from the losing party such legal expenses, including, without limitation, attorneys' fees, costs, and necessary disbursements, in addition to any other relief to which such party shall be entitled. 5

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in multiple originals and counterparts by their duly authorized officers, all as of the day and year first above written. SELLER: R&B FALCON CORPORATION By: /s/ William Turcotte -------------------------- Name: William Turcotte ------------------------ Title: Assistant Secretary ----------------------- BUYER: TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED By: /s/ Brian Voegele -------------------------- Name: Brian Voegele ------------------------ Title: Vice President ----------------------- 6

EXHIBIT "A" ----------- MEMORANDUM OF CANCELLATION This MEMORANDUM OF CANCELLATION (this "Memorandum") is executed as of _______________, 2001 by and between TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LTD., a limited liability company duly organized under the laws of the Cayman Islands and with a registered office in St. Michael's, Barbados ("TOIVL") and R&B FALCON CORPORATION, a Delaware corporation with principal offices in Houston, Texas, USA ("Borrower"). WITNESSETH: WHEREAS, Transocean Sedco Forex Inc., a Cayman Islands corporation ("TSF") has entered into that certain Revolving Credit Agreement dated as of April 6, 2001 (as amended or otherwise modified from time to time, the "Credit Agreement"), between TSF, as the Lender, and the Borrower (Capitalized terms not defined herein are defined in the Credit Agreement); and WHEREAS, in connection with the Credit Agreement, the Borrower executed that certain Promissory Note in the original principal amount of $1,800,000,000 payable to TSF (the "Promissory Note"); and WHEREAS, pursuant to that certain Payment Rights Contribution Agreement dated as of __________, 2001 by and between TSF and TOIVL, TSF assigned, as a contribution to the capital of TOIVL, the right to receive payment under the Promissory Note in an amount equal to $1,245,000,000, plus interest thereon (the "Contributed Obligations"); and WHEREAS, pursuant to that certain Drilling Rig Sale Agreement dated as of ____________, 2001 by and between TOIVL and the Borrower (the "Drilling Rig Sale Agreement"), TOIVL desires to cancel the indebtedness of the Borrower represented by the Contributed Obligations as consideration for the assets and property which shall be transferred to Borrower and which are the subject matter of the Drilling Rig Sale Agreement. NOW, THEREFORE, the parties hereby agree as follows: 1. TOIVL hereby cancels an amount of the Contributed Obligations equal to the principal amount of $280,000,000 (the "Cancelled Amount") effective on ________________ (the "Cancellation Date").

2. On the Cancellation Date, Borrower shall assign, convey and transfer to TOIVL the assets and property described on Exhibit A ---------- attached hereto. 3. Borrower agrees to the cancellation of the Cancelled Amount and agrees to execute and deliver all such further acts, conveyances, documents and assurances reasonably requested by TOIVL in order to carry out and effectuate the transfer of property contemplated above. 4. From and after the Cancellation Date, Borrower shall not be obligated to pay to TOIVL any amounts attributable to or relating to the Cancelled Amount, whether consisting of sums advanced, interest thereon, or any other amounts of any character whatsoever. 5. It is agreed and understood that no cancellation hereunder shall affect the Borrower's liability for Loans under the Credit Agreement which are not Contributed Obligations. IN WITNESS WHEREOF, the parties have caused this Memorandum to be duly executed by their respective officers thereunto duly authorized. TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LTD. By:______________________________ Name:____________________________ Title:___________________________ R&B FALCON CORPORATION By:______________________________ Name:____________________________ Title:___________________________ The undersigned acknowledges the cancellation of the Cancelled Amount and agrees that an amount equal to the Cancelled Amount shall be restored to availability under the Credit Facility Commitment of the Credit Agreement. TRANSOCEAN SEDCO FOREX INC. By:______________________________ Name:____________________________ Title:___________________________

EXHIBIT "B" ----------- PROFORMA BILL OF SALE --------------------- BILL OF SALE -------------------------------------------------------------------------------- | Official Number | Name of Ship | No. Date and port of registry | -------------------------------------------------------------------------------- | | | | -------------------------------------------------------------------------------- | Type of Ship | Horse Power of Engines, if any | -------------------------------------------------------------------------------- | | | -------------------------------------------------------------------------------- Length: _______________ Breadth:__________ Depth:_________ Gross Tonnage:________________ Net Tonnage:___________________ And as described in more detail in the Certificate of Surveyor and the Register Book. WE, _____________________________ (hereinafter called "the VENDORS") having our principal place of business at ___________________________________________________ in consideration with the sum of _________________________________ paid to us by _____________________________ (domicile) (hereinafter called "the PURCHASER") the receipt whereof is hereby acknowledged, hereby transfer our whole title and interest in the ship above particularly described, and in the boats, tackle and other appurtenances belonging to the said ship to the PURCHASERS. Further we, the VENDORS for ourselves and our successors covenant with the PURCHASERS and their assigns, that we have power to transfer the said ship and title thereto in manner aforesaid and that the same is free from all debts, encumbrances and maritime liens. IN WITNESS WHEREOF we have executed this Bill of Sale this _______ day of ________, 2000. SIGNED on behalf the VENDORS by _________________ in his capacity as _________________ of the VENDORS and in pursuance of a resolution of the Board of Directors of the VENDORS. (Name of the company) (Signed) _____________________________

ACCEPTANCE OF SALE THE UNDERSIGNED _________________________ on behalf of and representing the corporation named __________________ in the Bill of Sale overleaf, in my position as ____________ of the said corporation HEREBY ACCEPT for all legal purposes, the sale and transfer effected by the said Bill of Sale to the said Corporation by ________________________ Of the vessel ______________ referred to in the said Bill of Sale. Dated the ___________ of ______________, 2000. (Name of the company) _____________________________ Name: Title:

EXHIBIT "C" ----------- DEEPWATER DISCOVERY Captain's/Rig Manager's Certificate of Location ----------------------------------------------- I, _______________________________________________, the Captain/Rig Manager of The Deepwater Discovery hereby certify that the drilling vessel Deepwater Discovery was located in international waters at Longitude ____________________ and Latitude ______________________ at :hours GMT ( : Cayman Islands time) on _____ August, 2001. ------- ------- Signature:___________________________________ Printed name: _______________________________ Title: ______________________________________

EXHIBIT "D" ----------- PROFORMA CERTIFICATE OF ACCEPTANCE OF DELIVERY ---------------------------------------------- CERTIFICATE OF ACCEPTANCE OF DELIVERY The undersigned Transocean Offshore International Ventures Limited, a limited liability company duly organized under the laws of the Cayman Islands ("Buyer"), does hereby accept for all purposes the sale and transfer of legal title to and acknowledges acceptance of physical possession of that certain dynamically positioned drillship known as the "DEEPWATER DISCOVERY", being of Panamanian flag and registry with official registration number of 28997-PEXT-2 IMO No. 9203679 and does also hereby accept the Bill of Sale for such vessel delivered this day to it by R&B Falcon Corporation, a corporation duly organized under the laws of Delaware ("Seller"). Legal title and risk of loss is agreed to have transferred from Seller to Buyer at _______ o'clock __.m. on __________________, 2001, ________________________ Time. R&B FALCON CORPORATION TRANSOCEAN OFFSHORE INTERNATIONAL VENTURES LIMITED By:______________________ By:______________________ Name:____________________ Name:____________________ Title:___________________ Title:___________________