EXHIBIT 10.10(A)

I, the undersigned, Sworn Public Translator and Commercial Interpreter in and
for this City and State of Rio de Janeiro, Federative Republic of Brazil,
registered at the Commercial Board of Rio de Janeiro under Number 97, do hereby
CERTIFY and ATTEST that a document in the Portuguese Language was submitted to
me for translation into English, which I performed according to my Office, as
follows:

Translation No. 2669/98
(On paper with letterhead of PETROBRAS.)

           RIDER No. 1 TO CONTRACT 101.2.101.97 -0 ENTERED INTO BETWEEN PETROLEO
           BRASILEIRO S/A AND THE COMPANY MARITIMA PETROLEO E ENGENHARIA LTDA.

 PETROLEO BRASILEIRO S.A. - PETROBRAS, a mixed economy company, with head office
 at Av. Republica do Chile 65, in the City of Rio de Janeiro, State of Rio de
 Janeiro, Federative Republic of Brazil, enrolled in the General Taxpayers
 Registry of the Ministry of Finance under No. 33.000.167/0001-01, henceforth
 called PETROBRAS, represented herein by the Executive Superintendent of
 Exploration and Production South -Southeast, Luiz Eduardo G. Carneiro, and and
 the Company MARITIMA PETROLEO E ENGENHARIA LTDA., successor of MARITIMA
 NAVEGACAO E ENGENHARIA LTDA., with head office at Av. Almirante Barroso, 52,
 Group 3400, City of Rio de Janeiro, Federative Republic of Brazil, enrolled in
 the General Taxpayers Registry of the Ministry of Finance under No.
 46.828.596/0001/13, henceforth called the CONTRACTOR, represented herein by its
 President, German Efromovich, have agreed to add a rider to contract
 101.2.101.97 -0, according to the following clauses and conditions:

FIRST CLAUSE OBJECT.

1.    The present Rider has as its object:

1.1.  To change the corporate name of the CONTRACTOR from MARITIMA NAVEGACAO E


      ENGENHARIA LTDA. to MARITIMA PETROLEO E ENGENHARIA LTDA.

1.2.  To include as INTERVENIENT PARTY, to the present contract, the company
      PETRODRILL FIVE LTD., with head office in Omar Hodge Building, Wickhams
      Cay, Road Town, Tortola, Ilhas Virgens Britanicas, represented by its
      Director GERMAN EFROMOVICH.

1.3.  To change the redaction of items 3.12. l. and 3.21.2, of the THIRD CLAUSE
      - CONTRACTOR'S RESPONSIBILITIES.

1.4. To change the redaction of item 16.1 of the SIXTEENTH CLAUSE -
     INTERVENIENCE. SECOND CLAUSE - CONTRACTOR'S OBLIGATIONS.

2.1. The Redaction of items 3.12.1 and 3.21.2. is changed to

      3.12.1. "The minimum value of the civil liability insurance is of
US$1,000,000.00 (one million dollars), per occurrence, during the period of
validity of this CONTRACT and its eventual extension, which amount is to be
converted into Brazilian currency on the date of signature of this instrument.
THE INTERVENIENT PARTY IS TO APPEAR AS CO -INSURED IN THIS INSURANCE POLICY.

      3.21.2. "Exception is made to cases arising from kick, blow -out, surge or
formation testing, in which the CONTRACTOR will be kept free and safe from, in
the other cases of spillage of oil and other residues in the sea, the CONTRACTOR
AND THE INTERVENIENT PARTY WILL BE JOINTLY LIABLE, UP TO THE LIMIT OF
US$500,000.00 (FIVE HUNDRED THOUSAND DOLLARS), PER EVENT AND ITS DEVELOPMENTS.

THIRD CLAUSE - INTERVENIENCE

3.1. The redaction of item 16.1 is changed to:

      16.1. "THE INTERVENIENT PARTY SIGNS THE PRESENT CONTRACT, TOGETHER WITH
THE CONTRACTOR, BEING JOINTLY LIABLE WITH IT FOR ALL OBLIGATIONS ARISING FROM
THE PRESENT


CONTRACT AND ITS EXECUTION, INCLUDING FOR LOSSES.

FOURTH CLAUSE - RATIFICATION.

4.1. The parties ratify the other conditions of the CONTRACT that were not
changed by the present instrument.

      And being thus agreed, the parties sign the present Rider in 2 (two)
copies of the same tenor and fashion, together with the witnesses below.

Rio de Janeiro, August 21, 1998.

(Signed:)  (Illegible) - Luiz Eduardo G. Carneiro.

Executive  Superintendent of Exploration and Production South -Southeast.

PETROBRAS PETROLEO BRASILEIRO S.A.

(Signed:) (Illegible) - German Efromovich.

President - MARITIMA PETROLEO E ENGENHARIA LTDA.

(Signed:) (Illegible) - German Efromovich.

Director -  PETRODRILL FIVE LTD.

WITNESSES:

(Signed:) Elaine Brabo - Name: ELAINE BRABO.

(Signed:) Andre de Mesquita Pinto - Name: ANDRE DE MESQUITA PINTO.

THESE BEING the precise terms and content of the aforementioned document, I
hereby set my Hand and Seal on this Translation, performed on November 26, 1998
in this City of Rio de Janeiro, Federative Republic of Brazil.

                            /s/ MARCIA BARBOSA SERRA
                              Marcia Barbosa Serra
                             Sworn Public Translator