TERMINATION AGREEMENT

(1)

MANDARIN DRILLING CORPORATION, is a company organised and existing under the laws of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 ( the Seller); and

(2)

OFFSHORE GROUP INVESTMENT LIMITED a company organised and existing under the laws of the Cayman Islands, having its registered office at c/o   Maples Corporate Services Limited, P.O. Box 309 Ugland House, Grand Cayman, Kyl-1104, Cayman Island, (the Buyer); and

(3)

VALENCIA DRILLING CORPORATION, a corporation organized and existing under the laws of the Marshall Islands  (Valencia); and

(4)

VANTAGE DEEPWATER COMPANY, a Cayman Islands exempted company (Vantage); and

(5)

F3 CAPITAL, a company organized and existing under the laws of the Cayman Islands, having its registered office at c/o Campbell Corporate Services Limited, Scotia Centre, PO Box 268, Grand Cayman KYl-1104, Cayman Islands  (F3)

(A)

On   13 September 2007 the Seller entered into a shipbuilding contract with Daewoo Shipbuilding & Marine Engineering Co. Ltd in respect of the construction of one drillship having ship number 3601 (the Vessel ).

(B)

By a purchase agreement dated 24 March 2008 (the Purchase Agreement) the Seller has agreed to sell the Vessel to the Buyer.

(C)

The parties wish to terminate the Purchase Agreement.

(D)

On 18 November 2008 F3 Capital and Vantage Deepwater Company entered into a Share Sale and Purchase Agreement pursuant to which F3 Capital has agreed to sell shares in the capital of the Seller to Vantage Deepwater Company (the Share Sale and Purchase Agreement).

1.

Words and expressions used in this Agreement shall, to the extent applicable and unless defined in this Agreement or the context otherwise requires, have the meaning ascribed to them in the Purchase Agreement

2.

Termination of the Purchase Agreement shall not affect the terms of any of the clauses or agreements referred to in clause 4. Except as provided in the preceding sentence, termination of the Purchase Agreement shall relieve each party from any liability or obligation for any matter, undertaking or condition which has not been done, observed or performed by that party, before termination or is required to be observed or performed by that party, after termination.

3.

The parties agree that the Purchase Agreement shall terminate effective as of the initial closing date of the Share Sale and Purchase Agreement and shall immediately cease to be of any effect thereafter.

4.

The following provisions of the Purchase Agreement, namely:

(a)

23(a) (Notices);

(b)

23(f) (Severability); and

(c)

23(g) (Governing Law and Jurisdiction),

5.

Satisfaction of the Option

5.1

In lieu of the $10,000,000 fee that the Buyer is obliged to pay to the Seller for the lapse of the Option which was granted to the Buyer pursuant to clause 22 of the Purchase Agreement, Vantage hereby agrees to issue to F3, 7,299,270 ordinary shares of Vantage (the Shares ) in full settlement of such obligation.

5.2

Within 2 business days of execution of this agreement, Vantage shall file an Additional Listing Application with the American Stock Exchange seeking approval for the listing of the Shares. The Shares shall be issued by Vantage to F3 and Vantage will deliver to F3 a share certificate for all of the Shares, in each case as soon as practicable, after receipt by Vantage of approval by AMEX of such Additional Listing Application.

6.

Representation and Covenants of the Seller.

6.1

The Seller h