EXHIBIT 10.25(E) SIDE LETTER NO. 5. 9TH APRIL 1998

                                                                EXHIBIT 10.25(E)

SIDE LETTER NO. 5.                                                9TH APRIL 1998

                                                     Petrodrill Construction Inc
                                                                       Suite 000
                                                                  Xxxxxxx Xxxxxx
                                                                   PO Box N 8188
                                                                          Nassau
                                                                         Bahamas

TDI-Halter L.P.
0000 Xxxx Xxxx Xxxxx
Xxxxxxx
Xxxxx 00000

Gentlemen,

                                  Hull No 1828

We refer to the contract executed between us today in respect of the above hull.

This letter serves to confirm your undertaking to us that you will procure that
without prejudice to the provisions of clause 17 of the Contract you will, at
your own cost, procure a paint warranty insurance policy in amounts and on terms
that we shall reasonably agree and you shall further procure that we shall have
full benefit of and access to such insurance.


Yours faithfully
/s/ XXXXX XXXXX
    Xxxxx Xxxxx
    Attorney-in-Fact



WE HEREBY ACKNOWLEDGE OUR UNDERSTANDING AND ACCEPTANCE OF THIS LETTER:

/s/ XXXXXXX X XXXXXXXX JNR.
    XXXXXXX X XXXXXXXX JNR.
    TDI-HALTER INC.
    9TH APRIL 9, 1998