SEACOR HOLDINGS INC, 8-K, 1996-12-24

SEACOR HOLDINGS INC
8-K, 1996-12-24
DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT

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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): December 19, 1996

SEACOR HOLDINGS, INC.
- ---------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)

Delaware
- ---------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)

1-12289 13-3542736
- ------------------------------ ------------------------------
(Commission File Number) (I.R.S. Employer
Identification No.)

11200 Westheimer, Suite 850, Houston, Texas 77042
- --------------------------------------------- --------------------
(Address of Principal Executive Offices) (Zip Code)

(713) 782-5990
- ---------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)

- ---------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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<PAGE>

Item 2. Acquisition or Disposition of Assets
------ ------------------------------------

On December 19, 1996, SEACOR Holdings, Inc. ("SEACOR" or the
"Company") and certain of its subsidiaries acquired substantially all
of the offshore vessel assets and certain related joint venture
interests owned by SMIT Internationale N.V. ("SMIT") and its
subsidiaries and entered into certain related transactions (collectively,
the "SMIT Transaction").

As more fully described below, the definitive agreements provide for the
delivery of consideration by SEACOR and its subsidiaries, including amounts
payable under lease purchase arrangements for two vessels, consisting of
(i) approximately $71.1 million in aggregate cash payments (based on
certain assumptions and before giving effect to certain adjustments), (ii)
712,000 shares of common stock, $.01 par value per share, of the Company
(the "Common Stock") (which shares, based on the closing price of the
Common Stock on the New York Stock Exchange, Inc. on December 18, 1996,
have a value of approximately $45.6 million), and (iii) $22 million
principal amount of 5-3/8% convertible subordinated notes due November 15,
2006 (the "Convertible Notes"). The Convertible Notes are convertible into
shares of Common Stock at any time prior to November 15, 2006 at a
conversion price of $66.00 per share. In addition, SEACOR may pay to SMIT,
in a combination of cash and non-convertible notes, up to $47.2 million of
additional consideration based upon the earnings generated by the assets
acquired from SMIT during 1997 and 1998. The acquired assets effectively
include 24 vessels that SMIT owned and SMIT's interests in joint ventures
that own 21 vessels. Certain assets and consideration will be transferred
after the closing. In addition, it is intended that SEACOR will cause an
entity in which it or a subsidiary owns an equity interest to acquire, on
or before April 30, 1997, an additional four vessels that are owned by a
Malaysian joint venture in which SMIT has an interest for $12.9 million
(the "Malaysian Purchase").

More specifically, an Asset Purchase Agreement, dated as of
December 19, 1996 (the "Asset Purchase Agreement") by and among the
Company and certain of its subsidiaries (the "Purchasers") and SMIT
and certain of its subsidiaries (the "Sellers"), provides for the
acquisition by the Purchasers of 22 vessels owned by the Sellers and
the Sellers' interests in joint ventures that own an additional 21
vessels. As of the closing held on December 19, 1996, the Company
acquired the vessels that had been owned by the Sellers and interests
in joint ventures that own 18 vessels, subject in certain cases to
subsequent transfer of legal title, recordation or related matters.
The Sellers are to transfer interests in a Chilean joint venture that
owns three vessels in January 1997.

Page 2 of 8 pages

The consideration payable under the Asset Purchase Agreement
consists of approximately $54.4 million in cash, 712,000 shares of
Common Stock and $15.25 million principal amount of Convertible Notes.
All of the consideration was paid at the closing, with the exception
of (i) 15,483 shares of Common Stock and $3.75 million principal
amount of Convertible Notes which are to be delivered on or before
December 27, 1996 and (ii) 31,517 shares of Common Stock payable upon
the transfer of the Sellers' interests in a Chilean joint venture in
January 1997. Additional consideration may be payable to the Sellers
in 1999, 50% in cash and 50% in five-year non-convertible subordinated
notes, depending upon the earnings generated by the assets acquired
during calendar years 1997 and 1998, which additional consideration
will be up to $42.6 million or, if the Malaysian Purchase is
consummated, up to $47.2 million.

The Asset Purchase Agreement also provides that SEACOR will use
commercially reasonable efforts to nominate and elect to SEACOR's
Board of Directors one person designated by SMIT for so long as SMIT
is the beneficial owner of at least 5% of the Common Stock.

On December 19, 1996, SEACOR-SMIT Offshore II B.V., a subsidiary
of SEACOR, entered into lease purchase agreements for two vessels as
set forth in certain bareboat charter agreements (collectively, the
"Bareboat Charter Agreements"). Under the Bareboat Charter
Agreements, SEACOR-SMIT Offshore II B.V. will lease two vessels over a
five-year term for aggregate cash lease payments of approximately $13.3
million with an obligation to purchase such vessels at the purchase
prices of $5.4 million and $5.6 million, respectively, at the end of
such five-year term. The Bareboat Charter Agreements also provide
SEACOR-SMIT Offshore II B.V. with the option to purchase such vessels at
any time during the five-year term at purchase prices specified
therein (initially $9.8 million and $10.3 million, respectively, and
declining thereafter), with $3,375,000 of the purchase price for each
vessel being payable with Convertible Notes in such principal amount.

With respect to the Malaysian Purchase, SEACOR and SMIT signed a
letter (the "Malaysian Side Letter"), setting forth their mutual
intention to consummate the Malaysian Purchase, including the
understanding that SMIT will not offer to sell its interest in the
Malaysian joint venture or the vessels owned by it, or entertain
offers from others to purchase the same, until the Malaysian Purchase
is consummated.

In addition, SEACOR entered into a joint venture agreement with
SMIT-Lloyd (Antillen) N.V., a subsidiary of SMIT (the "Joint Venture
Agreement"). Pursuant to the Joint Venture Agreement,
the parties contributed their interests in nine vessels to a newly-
formed company organized under the laws of the Bahamas, with each
party owning a 50% interest therein. The vessels owned by such
company will engage in offshore marine support services.

Page 3 of 8 pages

The foregoing transactions are intended to further diversify the
Company's international market presence and are expected to enable the
Company to broaden the range of services which it offers to its
customers. The Company's increased international presence should
provide the Company with greater flexibility in moving vessels and
related assets to the geographical markets offering the highest
returns and should facilitate the Company's ability to provide
ancillary services such as logistics and environmental services on an
international basis. Although there can be no assurance that the
transactions will have a positive impact on the Company, management
anticipates that this further international development of the Company
will improve the financial results and performance of the Company in
the future.

In connection with the Asset Purchase Agreement, SEACOR and Smit
International Overseas B.V., a subsidiary of SMIT, entered into an
Investment and Registration Rights Agreement (the "Registration Rights
Agreement"). Pursuant to the Registration Rights Agreement, SEACOR
has agreed to prepare and file with the Commission, as soon as
practicable after consummation of the SMIT Transaction, a "shelf"
registration statement to permit resales by Smit International
Overseas B.V. of the Common Stock and Convertible Notes received in
the SMIT Transaction. In addition, Smit International Overseas B.V.
has certain incidental or "piggy back" registration rights with
respect to certain proposed registrations of equity securities of
SEACOR.

In addition, the Company and certain of its subsidiaries entered
into a license agreement, dated as of December 19, 1996, with SMIT
(the "License Agreement"). Pursuant to the License Agreement, SMIT
granted the Company and certain of its subsidiaries certain rights to
use the names and logos of SMIT, including the right of the Company to
use the name "SMIT" in its corporate name. The Company announced in
its press release dated December 19, 1996 that it intends to change
its corporate name to SEACOR-SMIT Inc.

Certain subsidiaries of SEACOR and companies in which SEACOR has
a 50% equity interest also entered into certain arrangements with
respect to the management of the acquired vessels by SMIT set forth in
ship management agreements, each dated December 19, 1996
(collectively, the "Management Agreements"). In addition, the Company
has entered into certain arrangements with respect to certain salvage
and maritime contracting matters set forth in an
agreement, dated December 19, 1996, between SEACOR and SMIT (the
"Salvage and Maritime Contracting Agreement").

Each of the Asset Purchase Agreement, the Bareboat Charter
Agreements, the Malaysian Side Letter, the Joint Venture Agreement,
the Registration Rights Agreement, the License Agreement, a form of
Management Agreement and the Salvage and Maritime Contracting
Agreement is filed as an Exhibit hereto and is incorporated herein by
reference, and the summaries of such agreements are qualified in their
entirety by reference to the copies of those agreements filed as
Exhibits to this Report.

Page 4 of 8 pages

Item 7. Financial Statements and Exhibits
------ ---------------------------------

(a) Financial Statements of Business Acquired.

It is impracticable for the Company to file the financial
statements for the acquired business at this time. The required
financial statements will be filed in an amendment to this Report as
soon as practicable, but not later than March 4, 1997.

(b) Pro Forma Financial Information.

It is impracticable for the Company to file the pro forma
financial information for the acquired business at this time. The
required pro forma financial information will be filed in an amendment
to this Report as soon as practicable, but not later than March 4,
1997.

2.0 Asset Purchase Agreement, dated as of December 19, 1996, by
and among SEACOR Holdings, Inc. and certain of its
subsidiaries, and SMIT Internationale N.V. and certain of
its subsidiaries.

4.0 Investment and Registration Rights Agreement, dated as of
December 19, 1996, among SEACOR Holdings, Inc. and SMIT
International Overseas B.V.

10.0 Joint Venture Agreement, dated December 19, 1996, between
SEACOR Holdings, Inc. and SMIT-Lloyd (Antillen) N.V.

10.1 Bareboat Charter Agreement, dated December 19, 1996, between
SEACOR-SMIT Offshore II B.V. and SMIT-Lloyd B.V.

10.2 Bareboat Charter Agreement, dated December 19, 1996, between
SEACOR-SMIT Offshore II B.V. and SMIT-Lloyd B.V.

10.3 Malaysian Side Letter, dated December 19, 1996, between
SEACOR and SMIT.

10.4 Form of Management Agreement.

10.5 Salvage and Maritime Contracting Agreement, dated December
19, 1996, between SEACOR Holdings, Inc. and SMIT
Internationale N.V.

Page 5 of 8 pages

10.6 License Agreement, dated as of December 19, 1996, by and
among SEACOR Holdings, Inc. and certain of its subsidiaries,
and SMIT.

99.0 SEACOR Holdings, Inc. Press Release dated December 19, 1996.

Item 9. Sales of Equity Securities Pursuant to Regulation S.
------ ---------------------------------------------------

As part of the SMIT Transaction, the Company (i) on December 19,
1996, issued 665,000 shares of Common Stock and $11.5 million
principal amount of the Convertible Notes to Smit International
Overseas B.V., at the direction and for the benefit of the Sellers,
(ii) on or before December 27, 1996, will issue 15,483 shares of
Common Stock and $3.75 million principal amount of the Convertible
Notes to Smit International Overseas B.V., at the direction and for
the benefit of the Sellers, and (iii) upon the transfer of Sellers'
interests in a Chilean joint venture in January 1997 as contemplated
by the Asset Purchase Agreement, will issue 31,517 shares of Common
Stock to Smit International Overseas B.V., at the direction and for
the benefit of the Sellers, in each case outside of the United States
in an offshore transaction in reliance on Regulation S under the
Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.

Page 6 of 8 pages

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 hereunto duly authorized.

SEACOR HOLDINGS, INC.

DATE: DECEMBER 24, 1996 By: /s/ Randall Blank
---------------------------
Randall Blank, Executive Vice
President, Chief Financial Officer
and Secretary

Page 7 of 8 pages

EXHIBIT INDEX

Exhibit No. Description Page No.
----------- ----------- --------

2.0 Asset Purchase Agreement, dated as of
December 19, 1996, by and among SEACOR Holdings,
Inc. and certain of its subsidiaries, and SMIT
Internationale N.V. and certain of its subsidiaries.

4.0 Investment and Registration Rights Agreement,
dated as of December 19, 1996, among SEACOR
Holdings, Inc. and SMIT International Overseas B.V.

10.0 Joint Venture Agreement, dated December 19, 1996,
between SEACOR Holdings, Inc. and SMIT-Lloyd
(Antillen) N.V.

10.1 Bareboat Charter Agreement, dated December 19, 1996,
between SEACOR-SMIT Offshore II B.V. and
SMIT-Lloyd B.V.

10.2 Bareboat Charter Agreement, dated December 19, 1996,
between SEACOR-SMIT Offshore II B.V. and
SMIT-Lloyd B.V.

10.3 Malaysian Side Letter, dated December 19, 1996,
between SEACOR and SMIT.

10.4 Form of Management Agreement.

10.5 Salvage and Maritime Contracting Agreement, dated
December 19, 1996, between SEACOR Holdings, Inc. and
SMIT Internationale N.V.

10.6 License Agreement, dated as of December 19, 1996, by and
among SEACOR Holdings, Inc. and certain of its subsidiaries,
and SMIT.

99.0 SEACOR Holdings, Inc. Press Release dated December 19, 1996.

Page 8 of 8 pages

NYFS11...:\93\73293\0004\2505\FRMD186J.15F

<PAGE>

ASSET PURCHASE AGREEMENT

by and among

SEACOR HOLDINGS, INC. AND

CERTAIN OF ITS SUBSIDIARIES

and

SMIT INTERNATIONALE N.V. AND

CERTAIN OF ITS SUBSIDIARIES

Dated as of December 19, 1996

TABLE OF CONTENTS
Page
----

ARTICLE 1.
DEFINITIONS

Section 1.1. Definitions . . . . . . . . . . . . . . . . . 1

ARTICLE 2.
THE CLOSING

Section 2.1. Closing . . . . . . . . . . . . . . . . . . 11

ARTICLE 3.
SALE OF ASSETS; PURCHASE PRICE; PAYMENT

Section 3.1. Sale of Assets . . . . . . . . . . . . . . 13
Section 3.2. Excluded Assets . . . . . . . . . . . . . . 13
Section 3.3. Assumed Liabilities and Retained
Liabilities . . . . . . . . . . . . . . . . 14
Section 3.4. Purchase Price . . . . . . . . . . . . . . 16
Section 3.5. Allocation of Purchase Price . . . . . . . 17
Section 3.6. Post-Closing Adjustment . . . . . . . . . . 17
Section 3.7. Additional Purchase Price . . . . . . . . . 19
Section 3.8. Investment and Registration Rights
Agreement; Restrictive Endorsement . . . . 24

ARTICLE 4.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Section 4.1. Organization . . . . . . . . . . . . . . . 25
Section 4.2. JV Companies . . . . . . . . . . . . . . . 25
Section 4.3. Authority; Enforceable Agreement . . . . . 25
Section 4.4. No Conflicts or Consents . . . . . . . . . 26
Section 4.5. Corporate Documents . . . . . . . . . . . . 26
Section 4.6. Financial Statements; Liabilities . . . . . 27
Section 4.7. [RESERVED] . . . . . . . . . . . . . . . . 28
Section 4.8. Absence of Certain Changes or Events . . . 28
Section 4.9. Contracts . . . . . . . . . . . . . . . . . 29
Section 4.10. Properties and Leases Other than Vessels . 30
Section 4.11. Condition of Assets Other than Vessels . . 31
Section 4.12. Vessels . . . . . . . . . . . . . . . . . . 32
Section 4.13. Suppliers and Customers . . . . . . . . . . 34
Section 4.14. Tax Matters . . . . . . . . . . . . . . . . 34
Section 4.15. Litigation . . . . . . . . . . . . . . . . 35
Section 4.16. Insurance . . . . . . . . . . . . . . . . . 35
Section 4.17. Environmental Compliance . . . . . . . . . 36
Section 4.18. Compliance With Law; Permits . . . . . . . 37
Section 4.19. Interests in Clients, Suppliers, Etc. . . . 37

Page
----

Section 4.20.Transactions With Related Parties 38
Section 4.21. Broker's and Finder's Fee . . . . . . . . . 38

ARTICLE 5.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Section 5.1. Organization . . . . . . . . . . . . . . . 38
Section 5.2. Capitalization . . . . . . . . . . . . . . 39
Section 5.3. Authority; Enforceable Agreements . . . . . 39
Section 5.4. No Conflicts or Consents . . . . . . . . . 40
Section 5.5. Indenture; Enforceability; No Conflicts or
Consents. . . . . . . . . . . . . . . . . . . . . . . . 40
Section 5.6. Corporate Documents . . . . . . . . . . . . 41
Section 5.7. SEC Documents; Financial Statements;
Liabilities . . . . . . . . . . . . . . . . 41
Section 5.8. Absence of Certain Changes or Events . . . 42
Section 5.9. Contracts . . . . . . . . . . . . . . . . . 42
Section 5.10. Litigation . . . . . . . . . . . . . . . . 43
Section 5.11. Legality, etc. of SEACOR Securities . . . . 43
Section 5.12. Broker's and Finder's Fee . . . . . . . . . 44

ARTICLE 6.
DELIVERIES AT CLOSING

Section 6.1. Deliveries by the Sellers . . . . . . . . . 44
Section 6.2. Deliveries by the Purchasers . . . . . . . 45
Section 6.3. Certain Closing Matters . . . . . . . . . . 46

ARTICLE 7.
INDEMNIFICATION AND RELATED MATTERS

Section 7.1. Indemnification . . . . . . . . . . . . . . 47
Section 7.2. Procedures for Indemnification . . . . . . 48
Section 7.3. Certain Limitations on Remedies . . . . . . 49
Section 7.4. Exclusivity . . . . . . . . . . . . . . . . 51
Section 7.5. Survival . . . . . . . . . . . . . . . . . 50
Section 7.6. Confidentiality . . . . . . . . . . . . . . 51
Section 8.1. Non-Competition. . . . . . . . . . . . . . 52
Section 8.2. Nomination of SMIT's Board Designee. . . . 53
Section 8.3. SEACOR Form 8-K Information. . . . . . . . 54
Section 8.4. Offers of Employment . . . . . . . . . . . 54
Section 8.5. Certain Assignments. . . . . . . . . . . . 54
Section 8.6. Certain Guarantees. . . . . . . . . . . . . 55
Section 8.7. Limitation on Representations. . . . . . . 55
Section 8.8. Further Assurances by the Sellers . . . . . 55

ARTICLE 9.
REGULATION S UNDERTAKINGS

Page
----

Section 9.1. Compliance with United States Securities
Laws . . . . . . . . . . . . . . . . . . . 56
Section 9.2. Status of Seller . . . . . . . . . . . . . 56
Section 9.3. Restrictions on Resale . . . . . . . . . . 57
Section 9.4. Sales by Sellers in the United States . . . 58
Section 9.5. Prohibition of Certain Trading Transactions 58

ARTICLE 10.
MISCELLANEOUS

Section 10.1. Notices . . . . . . . . . . . . . . . . . . 58
Section 10.2. Governing Law . . . . . . . . . . . . . . . 59
Section 10.3. Counterparts . . . . . . . . . . . . . . . 59
Section 10.4. Interpretation . . . . . . . . . . . . . . 60
Section 10.5. Entire Agreement; Severability . . . . . . 60
Section 10.6. Amendment and Modification . . . . . . . . 60
Section 10.7. Extension; Waiver . . . . . . . . . . . . . 60
Section 10.8. Binding Effect; Benefits . . . . . . . . . 60
Section 10.9. Assignability . . . . . . . . . . . . . . . 61
Section 10.10. Expenses . . . . . . . . . . . . . . . . . 61
Section 10.11. Gender and Certain Definitions . . . . . . 61

EXHIBITS AND SCHEDULES

EXHIBITS

Exhibit A . . . . . . . . . . . SEACOR Subsidiaries
Exhibit B . . . . . . . . . . . SMIT Subsidiaries
Exhibit C . . . . . . . . . . . Sellers' Knowledge
Exhibit D . . . . . . . . . . . Additional Purchase Price Note
Exhibit D-1 . . . . . . . . . . SEACOR Guaranty
Exhibit E . . . . . . . . . . . Investment and Registration Rights
Agreement
Exhibit F . . . . . . . . . . . Assignment and Assumption Agreement
Exhibit G-1 . . . . . . . . . . Management Services Agreement
Exhibit G-2 . . . . . . . . . . Management Services Agreement
Exhibit H . . . . . . . . . . . Salvage and Maritime Contracting
Agreement
Exhibit I . . . . . . . . . . . License Agreement
Exhibit J . . . . . . . . . . . Bareboat Charter Agreement
Exhibit K . . . . . . . . . . . Joint Venture Agreement

SCHEDULES 1

Schedule 3.1 . . . . . . . . . Acquired Assets
Schedule 3.1(a) . . . . . . . . Owned Vessels
Schedule 3.1(a)-1 . . . . . . . Extra Spares
Schedule 3.1(b) . . . . . . . . JV Companies
Schedule 3.1(e) . . . . . . . . Assigned Contracts
Schedule 3.3(a) . . . . . . . . Certain Assumed Liabilities
Schedule 3.5 . . . . . . . . . Allocation of Purchase Price
Schedule 3.8(c) . . . . . . . . Agreed Values
Schedule 4.2(a) . . . . . . . . Interests in JV Companies
Schedule 4.4(a) . . . . . . . . Certain Conflicts
Schedule 4.4(b) . . . . . . . . Consents/Approval Required
Schedule 4.5(a) . . . . . . . . Registered Seats
Schedule 4.5(b) . . . . . . . . JV Agreements
Schedule 4.6 . . . . . . . . . JV Financial Statements
Schedule 4.8 . . . . . . . . . Certain Changes
Schedule 4.9(a) . . . . . . . . Certain Contracts
Schedule 4.9(b) . . . . . . . . Material Contracts
Schedule 4.10(a) . . . . . . . Defects in Title
Schedule 4.12(a) . . . . . . . Vessels and Liens on Vessels
Schedule 4.12(b) . . . . . . . JV Vessels and Liens on JV

.1 All the above Schedules relate to the SMIT Group
unless otherwise indicated.

Schedule 4.12(e) . . . . . . . Certain Defects of Vessel Assets
and JV Charters
Schedule 4.12(f) . . . . . . . Excluded Offshore Vessels
Schedule 4.12(h) . . . . . . . Certain Charters
Schedule 4.13 . . . . . . . . . Suppliers and Customers
Schedule 4.14(c) . . . . . . . Material Tax Elections
Schedule 4.15 . . . . . . . . . Litigation
Schedule 4.16(a) . . . . . . . Insurance Policies
Schedule 4.17(a) . . . . . . . Noncompliance with Environmental
Laws
Schedule 4.17(b) . . . . . . . Environmental Administrative or
Judicial Proceedings
Schedule 4.19 . . . . . . . . . Officers'/Directors' Relationships
with Competitors/Customers of the
SMIT Group
Schedule 4.20(a) . . . . . . . Interested Officers'/Directors'
Transactions
Schedule 4.20(b) . . . . . . . Claims of Certain Officers and
Directors
Schedule 5.8 . . . . . . . . . Certain Changes/Events of the
SEACOR Affiliated Group
Schedule 5.9 . . . . . . . . . Material Contracts of SEACOR
Schedule 5.10 . . . . . . . . . Litigation Involving SEACOR
Schedule 8.4 . . . . . . . . . SEACOR Offers of Employment

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated as of December 19, 1996, by and
among SEACOR Holdings, Inc., a Delaware corporation ("SEACOR"), the
subsidiaries of SEACOR listed on Exhibit A hereto (collectively, the
"SEACOR Subsidiaries" and, together with SEACOR, the "Purchasers"),
SMIT Internationale N.V., a corporation organized under the laws of
The Netherlands ("SMIT"), and the subsidiaries of SMIT listed on
Exhibit B hereto (collectively, the "SMIT Subsidiaries" and, together
with SMIT, the "Sellers").

W I T N E S S E T H:
-------------------
WHEREAS, the Sellers desire to sell to the Purchasers, and the
Purchasers desire to purchase from the Sellers, certain offshore
vessels, related assets and interests in joint ventures, in each case
upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the representations,
warranties and covenants contained herein, the parties, intending to
be legally bound, agree as follows:

ARTICLE 1.
DEFINITIONS

Section 1.1. Definitions. As used in this Agreement, the
-----------
following terms when capitalized have the meanings indicated:

"Acquired Assets" shall have the meaning ascribed to such term in
Section 3.1.

"Additional Purchase Price" shall have the meaning ascribed to
such term in Section 3.4(c).

"Additional Purchase Price Information" shall have the meaning
ascribed to such term in Section 3.7(e)(iii).

"Additional Purchase Price Note" shall have the meaning ascribed
to such term in Section 3.7(e)(ii).

"Affiliate" shall mean, as to any Person, any other Person which,
directly or indirectly, controls, is controlled by or is under common
control with such Person. For the purposes of this

definition, "control" means the possession of the power to direct or
cause the direction of management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise;
provided, however, that the ownership of 50% of the voting securities
-------- -------
of any Person does not, in and of itself, constitute control.

"Agreed Rate" shall have the meaning ascribed to such term in
Section 3.7(e)(ii).

"Agreement" shall mean this Asset Purchase Agreement, including
the Schedules and Exhibits hereto, all as amended or otherwise
modified from time to time.

"Applicable Percentage" shall have the meaning ascribed to such
term in Section 3.7(g).

"Assigned Contracts" shall have the meaning ascribed to such term
in Section 3.1(e).

"Assignment and Assumption Agreement" shall have the meaning
ascribed to such term in Section 6.1(c).

"Assumed Liabilities" shall have the meaning ascribed to such
term in Section 3.3.

"Average SMIT EBITDA" shall have the meaning ascribed to such
term in Section 3.7(d).

"Bareboat Charter Agreement" shall have the meaning ascribed to
such term in Section 6.1(i).

"Business" shall mean the business of owning or operating the
Acquired Assets in connection with Offshore Vessel Services.

"Business Day" shall mean a day other than a Saturday, a Sunday
or a day on which national banks in the United States or The
Netherlands or the NYSE is closed.

"Chilean Closing" shall have the meaning ascribed to such term in
Section 6.3(c).

"Chilean Closing Date" shall mean the first Business Day in 1997
on which commercial banks in Chile are open for business.

"Closing" shall have the meaning ascribed to such term in Section
2.1(a).

"Closing Balance Sheet" shall have the meaning ascribed to such
term in Section 3.6(a).

"Closing Balance Sheet Arbitrator" shall have the meaning
ascribed to such term in Section 3.6(b).

"Closing Date" shall mean the date of this Agreement.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Contract" means any contract, charter, agreement, lease,
indenture, note, bond, instrument, lien, conditional sales contract,
mortgage, license, franchise, insurance policy, commitment or other
binding understanding or arrangement, whether written or oral.

"Environmental Claim" means any accusation, allegation, notice of
violation, action, claim, environmental Lien, demand, abatement or
other order or direction (conditional or otherwise) by any
governmental authority or any other Person for personal injury
(including sickness, disease or death), tangible or intangible
property damage, damage to the environment, nuisance, pollution,
contamination or other adverse effects on the environment, or for
fines, penalties or restrictions resulting from or based upon (i) the
existence, or the continuation of the existence, of a release
(including, without limitation, sudden or non-sudden accidental or
non-accidental releases) of, or exposure to, any Hazardous Substances,
odor or audible noise in, into or onto the environment (including,
without limitation, the air, soil, surface water or groundwater) at,
in, by, from or related to any property owned, operated or leased by
the Seller or any activities or operations thereof; (ii) the
transportation, storage, treatment or disposal of Hazardous Substances
on-site or off-site in connection with any property owned, operated or
leased by the Seller or its operations or facilities; or (iii) the
violation, or alleged violation, of any Environmental Law, order or
Environmental Permit of or from any governmental authority relating to
environmental matters connected with any property owned, leased or
operated by the Seller.

"Environmental Laws" means all federal, state, local and foreign
laws, common law duties, ordinances, codes, regulations and other
legally binding obligations relating to pollution, the protection of
the environment, human health and safety or natural

resources, including, without limitation, all such laws governing the
operation of the businesses of any of the Sellers or JV Companies,
each Owned Vessel, the generation, use, collection, treatment,
storage, transportation, recovery, removal, discharge or disposal of
Hazardous Substances or wastes and all such laws imposing record-
keeping, maintenance, testing, inspection, notification and reporting
requirements with respect to Hazardous Substances.

"Environmental Permits" shall have the meaning ascribed to such
term in Section 4.17(a).

"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

"Escrow Agent" shall mean Den Norske Bank ASA, a Norwegian bank
acting through its New York branch as escrow agent.

"Escrow Agreement" shall have the meaning ascribed to such term
in Section 2.1(e).

"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

"Excluded Assets" shall have the meaning ascribed to such term in
Section 3.2.

"Final Net Non-Vessel Asset Amount" shall have the meaning
ascribed to such term in Section 3.6(b).

"GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect from time to time set forth in
the opinions and pronouncements of the Accounting Principles Board and
the American Institute of Certified Public Accountants and the
statements and pronouncements of the Financial Accounting Standards
Board, or in such other statements by such other entity as may be in
general use by significant segments of the accounting profession,
which are applicable to the circumstances as of the date of
determination.

"Gain Amount" shall have the meaning ascribed to such term in
Section 3.7(g).

"Hazardous Substances" means any and all wastes, materials or
substances defined, regulated or classified as "hazardous substances,"
"hazardous wastes," "hazardous constituents" or words of similar
meaning under applicable Environmental Laws.

"HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.

"HSR Reports" shall mean the premerger notification and report
form filed under the HSR Act.

"Indemnified Party" shall have the meaning ascribed to such term
in Section 7.2.

"Indemnifying Party" shall have the meaning ascribed to such term
in Section 7.2.

"Indenture" shall mean that certain indenture, dated as of
November 1, 1996, between SEACOR and First Trust National Association,
as trustee.

"Initial Purchase Price" shall have the meaning ascribed to such
term in Section 3.4(b).

"IRS" shall mean the Internal Revenue Service of the United
States.

"Joint Venture Agreement" shall have the meaning ascribed to such
term in Section 6.1(j).

"JV Balance Sheets" shall have the meaning ascribed to such term
in Section 4.6(a).

"JV Company" shall have the meaning ascribed to such term in
Section 3.1(b).

"JV Financial Statements" shall have the meaning ascribed to such
term in Section 4.6(a).

"JV Vessel" shall mean a vessel owned by a JV Company, together
with all spare parts belonging to such vessel and all related stores,
supplies, fuel and lubes (whether on board or ashore).

"License Agreement" shall have the meaning ascribed to such term
in Section 6.1(g).

"Liens" shall mean pledges, liens, encumbrances, rights in rem,
leases, licenses, equities, conditional sales contracts, charges,
claims, encumbrances, security interests, easements, restrictions,
chattel mortgages, mortgages or deeds of trust, of any kind or nature
whatsoever.

"Losses" shall have the meaning ascribed to such term in Section
7.1(a).

"Malaysian Purchase" shall mean the acquisition of the vessels
that are owned by Smit-Lloyd (Malaysia) Sdn. Bhd. on the Closing Date
by a Person in which SEACOR or one or more of its Subsidiaries owns an
equity interest.

"Management Services Agreements" shall have the meaning ascribed
to such term in Section 6.1(e).

"Material Adverse Effect" shall mean, with respect to any Person
or enterprise, a material adverse effect on the financial condition,
results of operations, business or prospects of such Person or
enterprise.

"Maximum Additional Purchase Price" shall mean U.S. $42,640,000;
provided, however, that from and after the consummation of the
-------- -------
Malaysian Purchase, the "Maximum Additional Purchase Price" shall be
equal to $47,210,000.

"Net Non-Vessel Asset Amount" shall mean, with respect to any JV
Company, the difference between the Non-Vessel Assets of such JV
Company on a consolidated basis at December 31, 1996 and the Total
Liabilities of such JV Company on a consolidated basis at December 31,
1996; provided, however, that the Net Non-Vessel Asset Amount for each
-------- -------
JV Company shall be reduced by an amount equal to the product of (i)
the net income of such JV Company on a consolidated basis for calendar
year 1996 and (ii) a fraction, the numerator of which is 13 (the
number of days from and including the Closing Date through and
including December 31, 1996) and the denominator of which is 365.

"Non-Vessel Assets" shall mean, with respect to any Person at
December 31, 1996, the total consolidated assets of such Person and
its Subsidiaries at such date, determined in conformity with
applicable accounting principles and standards applied consistently
with the past practices of such Person, other than (i) Vessel Assets,
(ii) any proceeds from the sale or other disposition of Vessel Assets,
(iii) any proceeds resulting from the total loss or constructive total
loss of any Vessel Assets, including any amounts recoverable from
insurance or other sources, (iv) any intangible assets, (v) the amount
of any accounts receivable that remain outstanding on the date on
which Final Net Non-Vessel Asset Amount with respect to such Person is
determined pursuant to Section 3.6(b), (vi) in the case of any JV

Company, an amount equal to the withholding Taxes that would be
payable under the laws under which the JV Company is organized or
operates if the percentage equity interest therein being transferred
hereunder of the retained earnings reflected on the Closing Date
Balance Sheet of such JV Company as of December 31, 1996 (subject to
adjustment based upon the resolution of any disputed items in
accordance with Section 3.6) were distributed to the Purchaser thereof
on the Closing Date or Chilean Closing Date, as applicable; and (vii)
any asset consisting of an equity interest in another Person (other
than a wholly-owned Subsidiary).

"NYSE" shall mean the New York Stock Exchange, Inc.

"Offshore Vessels" shall have the meaning ascribed to such term
in Section 8.1(b).

"Offshore Vessel Services" shall have the meaning ascribed to
such term in Section 8.1(a).

"Owned Vessels" shall have the meaning ascribed to such term in
Section 3.1(a).

"Permitted Liens" shall mean any mechanic's, worker's,
materialmen's, maritime or other liens arising as a matter of law in
the ordinary course of business consistent with past practice.

"Person" shall mean an individual, firm, corporation, general or
limited partnership, limited liability company, limited liability
partnership, joint venture, trust, governmental authority or body,
association, unincorporated organization or other entity.

"Pre-Closing Periods" shall mean all tax periods ending on or
before the Closing Date and, with respect to any tax period that
includes but does not end on the Closing Date, the portion of such
period that ends on and includes the Closing Date.

"Purchase Price" shall have the meaning ascribed to such term in
Section 3.4(a).

"Purchasers" shall mean, collectively, SEACOR and the SEACOR
Subsidiaries.

"Registration Rights Agreement" shall have the meaning ascribed
to such term in Section 3.8(a).

"Regulation S" shall mean Rules 901 through 904 under the
Securities Act.

"Restricted Period" shall have the meaning ascribed to such term
in Section 9.3(b).

"Retained Liabilities" shall have the meaning ascribed to such
term in Section 3.3.

"Returns" shall mean all returns, reports, estimates,
declarations, information return, statement or other similar documents
relating to Taxes, including any schedule or attachment thereto, and
including any amendment thereof.

"Salvage and Maritime Contracting Agreement" shall have the
meaning ascribed to such term in Section 6.1(j).

"SEACOR Affiliated Group" shall mean SEACOR and the direct and
indirect subsidiaries of SEACOR.

"SEACOR Audited Financial Statements" shall mean the audited
consolidated balance sheets, and the related consolidated statements
of earnings, stockholders' equity and cash flows, and the related
notes thereto, of SEACOR and its Subsidiaries as of and for the years
ended December 31, 1994 and 1995.

"SEACOR Common Stock" shall mean shares of common stock, $.01 par
value per share, of SEACOR.

"SEACOR Convertible Note" shall mean a 5-3/8% Convertible
Subordinated Note due November 15, 2006 of SEACOR in the principal
amount of U.S. $15,250,000 (Fifteen Million Two Hundred Fifty
Thousand) or two or more of such notes that are issued in
denominations which equal such principal amount in the aggregate,
issued pursuant to the Indenture.

"SEACOR Guaranty" shall have the meaning ascribed to such term in
Section 3.7(e)(ii).

"SEACOR Financial Statements" shall mean the SEACOR Audited
Financial Statements and the SEACOR Interim Financial Statements.

"SEACOR Interim Financial Statements" shall mean the unaudited
consolidated balance sheet, and the related consolidated unaudited
statements of earnings and cash flows, of SEACOR and its Subsidiaries
as of and for the nine- month period ended September 30, 1996.

"SEACOR Latest Balance Sheet" shall mean the consolidated balance
sheet included in the SEACOR Interim Financial Statements.

"SEACOR Material Contract" shall have the meaning ascribed to
such term in Section 5.8.

"SEACOR SEC Documents" shall have the meaning ascribed to such
term in Section 5.6(a).

"SEACOR Subsidiaries" shall mean the Subsidiaries of SEACOR
listed on Exhibit A hereto.

"SEC" shall mean the Securities and Exchange Commission of the
United States.

"Securities" shall mean the SEACOR Common Stock issued pursuant
to this Agreement, the SEACOR Convertible Note and the shares of
SEACOR Common Stock issuable upon conversion of the SEACOR Convertible
Note.

"Securities Act" shall mean the Securities Act of 1933, as
amended.

"Sellers" shall mean, collectively, SMIT and the SMIT
Subsidiaries.

"Sellers' Knowledge" shall mean the actual knowledge of the
Persons listed on Exhibit C hereto.

"Shared Sales Proceeds Amount" shall have the meaning ascribed to
such term in Section 3.4(c).

"SMIT" shall mean SMIT Internationale N.V., a corporation
organized under the laws of The Netherlands.

"SMIT EBITDA" shall have the meaning ascribed to such term in
Section 3.7(a).

"SMIT EBITDA Arbitrator" shall have the meaning ascribed to such
term in Section 3.7(e)(iii).

"SMIT EBITDA Benchmark" shall have the meaning ascribed to such
term in Section 3.7(c).

"SMIT Group" shall mean SMIT, the SMIT Subsidiaries and the JV
Companies.

"SMIT Material Contract" shall have the meaning ascribed to such
term in Section 4.9(b).

"SMIT Subsidiaries" shall mean the Subsidiaries of SMIT listed on
Exhibit B hereto.

"Subsidiary" shall mean, as to any Person, any other Person
which, directly or indirectly, controls such person. For the purpose
of this definition, "control" means the possession of the power to
direct or cause the direction of management and policies of such
Person, whether through ownership of voting securities, by contract or
otherwise; provided, however, that ownership of 50% of the voting
-------- -------
securities of any Person does not, in and of itself, constitute
control.

"Taxes" means all taxes, charges, imposts, levies or other
assessments, including, without limitation, all net income, gross
receipts, sales, use, ad valorem, value added, transfer, franchise,
profits, inventory, capital stock, license, withholding, payroll,
employment, social security, unemployment, excise, severance, stamp,
occupation, property taxes, customs duties, fees, assessments and
charges of any kind whatsoever, together with any interest and any
penalties, additions to tax or additional amounts imposed by any
taxing authority (domestic or foreign) and any interest or penalties
imposed with respect to the filing, obligation to file or failure to
file any Return, and shall include any transferee liability in respect
of Taxes.

"Third Party Assertion" shall have the meaning ascribed to such
term in Section 7.2.

"Total Liabilities" means, with respect to any Person at any
date, the total consolidated liabilities of such Person and its
Subsidiaries at such date, determined in conformity with GAAP.

"Ultragas" shall mean Ultragas Smit Lloyd Ltda., which is a JV
Company.

"Ultragas Interest" shall have the meaning ascribed to such term
in Section 6.3(c).

"Vessel Assets" shall mean, collectively, (i) the Owned Vessels
and (ii) the JV Vessels.

ARTICLE 2.
THE CLOSING

Section 2.1. Closing. (a) The closing of the transactions
-------
contemplated herein (the "Closing") shall take place,
contemporaneously with the execution and delivery of this Agreement,
at the offices of De Brauw Blackstone Westbroek in Rotterdam at 10:00
A.M. (Local Time) on the Closing Date.

(b) All proceedings taken and all documents executed and
delivered by the parties at the Closing are deemed taken and executed
simultaneously, and no proceeding is deemed taken nor any document
executed or delivered until all have been taken, executed and
delivered.

(i) The documents and certificates described in Sections
6.1(a) through and including 6.1(k), duly executed as
provided therein; and

(ii) To the extent not delivered pursuant to Section
2.1(c)(i), copies of any and all approvals, consents,
certifications and/or waivers which are required by the
Sellers in connection with entering into this Agreement and
the sale to the Purchasers of the Acquired Assets.

(d) At the Closing and pursuant to the written instructions
of SEACOR and SMIT, the Escrow Agent shall pay to an account of
SEACOR, the U.S. $1,000,000 (One Million Dollars) deposit made by
SEACOR on behalf of the Purchasers pursuant to the Escrow Agreement
dated as of October 15, 1996 by and among SEACOR, SMIT and the Escrow
Agent (the "Escrow Agreement").

(e) At the Closing, the Purchasers shall deliver or cause
to be delivered to the following:

(i) At the direction and on behalf of the Sellers having
the right to receive such consideration and subject to
Section 6.3(c), U.S. $54,426,584 by wire transfer of
immediately available funds to an account of Smit
Internationale Beheer B.V. designated in writing by SMIT to
SEACOR prior to the Closing Date;

(ii) Subject to Section 6.3(c), at the direction and on
behalf of the Sellers having the right to receive such
consideration, a certificate representing 712,000

shares of SEACOR Common Stock issued in the name of Smit
International Overseas B.V.;

(iii)At the direction and on behalf of the Sellers having
the right to receive such consideration, the SEACOR
Convertible Note issued in the name of Smit International
Overseas B.V.;

(iv) The documents and certificates described in Sections
6.2(a) through and including 6.2(c), duly executed as
provided therein; and

(v) To the extent not delivered pursuant to Section
2.1(d)(iv), copies of any and all approvals, consents,
certifications and/or waivers which are required by the
Purchasers in connection with entering into this Agreement
and the purchase from the Sellers of the Acquired Assets.

ARTICLE 3.
SALE OF ASSETS; PURCHASE PRICE; PAYMENT

Section 3.1. Sale of Assets. Upon the terms and subject to the
--------------
conditions hereinafter set forth and except as otherwise set forth in
Section 3.2, at the Closing each of the Sellers hereby shall sell,
assign, transfer, convey and deliver to the Purchaser listed opposite
such Seller's name on Schedule 3.1, and each such Purchaser shall
purchase, acquire and accept from such Seller, all of the right, title
and interest of such Seller in, to and under the following
(collectively with respect to all Sellers, the "Acquired Assets"),
free and clear of all Liens (other than any Lien created by or through
any of the Purchasers or any Affiliate thereof):

(a) all of such Seller's rights, title and interest in, (i)
the vessels listed opposite such Seller's name on Schedule 3.1(a),
(ii) all spare parts belonging to the vessels and related stores,
supplies, fuel and lubes (whether on board or ashore), and (iii) the
extra spares listed on Schedule 3(a)-1 (collectively with respect to
all such items and all Sellers, the "Owned Vessels");

(b) all of such Seller's rights, title and interest in the
entities listed opposite such Seller's name on Schedule 3.1(b) (each a
"JV Company" and, collectively, the "JV Companies");

(c) to the extent permitted to be transferred by contract
or applicable law, all rights of any Seller under or pursuant to all
warranties, representations and guarantees made by suppliers,
manufacturers and contractors in connection with the operation of such
Seller's Owned Vessels;

(d) to the extent permitted by applicable law to be
transferred, all Permits issued by any governmental authorities held
or used by any Seller in connection with the operation of such
Seller's Owned Vessels, including, without limitation, those listed on
Schedule 4.17(a) hereto; and

(e) all of such Seller's rights, title and interests in the
charters and other Contracts listed on Schedule 3.1(e) hereto (the
"Assigned Contracts").

Section 3.2. Excluded Assets. Notwithstanding anything to the
---------------
contrary contained in Section 3.1, the parties to this Agreement
expressly understand and agree that the Sellers are not hereunder
selling, assigning, transferring or conveying to the Purchasers (i)
any amounts payable to Sellers under the Assigned Contracts listed on
Schedule 3.1(e) based upon or attributable to performance under such
Assigned Contracts provided by the Sellers or the operation of the
Owned Vessels by the Sellers prior to the Closing Date, (ii) any
refunds with respect to Taxes relating to any Pre-Closing Period,
except to the extent reflected on a Closing Balance Sheet or (iii) any
Contract or intangible asset to the extent that the provisions of
Section 8.5 are applicable thereto (collectively, the "Excluded
Assets"). The assets referred to in clause (iii) above shall
nevertheless constitute Acquired Assets for all other purposes when
such term is used in this Agreement.

Section 3.3. Assumed Liabilities and Retained Liabilities.
--------------------------------------------
(a) On the Closing Date, each of the Purchasers shall
assume and covenant to pay, perform and discharge the following
obligations, liabilities and indebtedness of the Sellers and the JV
Companies (collectively, the "Assumed Liabilities") listed opposite
such Purchaser's name on Schedule 3.1(a):

(i) obligations and liabilities of the Sellers for
performance under the Assigned Contracts listed on Schedule
3.1(e) hereto arising or accruing from and after the Closing
Date; and

(ii) obligations and liabilities relating to the JV
Companies for performance under the Assigned Contracts

listed on Schedule 3.3(a) hereto arising or accruing from
and after the Closing Date.

(b) From and after the Closing, the Sellers shall retain,
all Losses based upon, arising out of or resulting from any of the
following (the "Retained Liabilities"):

(i) any obligations or liabilities of the Sellers other
than the Assumed Liabilities;

(ii) any claims for any injury to person or property to the
extent attributable to (A) any services rendered by the
Sellers on or prior to the Closing, or (B) the operation of
any Owned Vessel on or prior to the Closing regardless of
whether such claims are asserted prior to, on or after the
Closing Date, in each case to the extent asserted against
SEACOR, any Affiliate thereof or any asset of SEACOR or any
such Affiliate;

(iii) any claims by any employee or former employee of
the Sellers or their Affiliates (A) arising out of the
employment or termination of employment of such employee or
former employee on or prior to the Closing Date or as a
result of the transactions contemplated by this Agreement or
(B) to the effect that such employee or former employee is
entitled to employment by any Purchaser or Affiliate thereof
(or payment in lieu of such employment) resulting from such
individual's status as such an employee or former employee,
in each case to the extent asserted against SEACOR, any
Affiliate thereof or any asset of SEACOR or any such
Affiliate;

(iv) any Environmental Claim arising out of or based upon
anything relating to Vessel Assets or the operation of the
JV Companies on or prior to the Closing to the extent
asserted against SEACOR, any Affiliate thereof or any asset
of SEACOR or any such Affiliate;

(v) any Taxes of the Sellers, any Taxes attributable to the
Business for any Pre-Closing Period and, except to the
extent reserved for in the Closing Balance Sheet of a JV
Company, any Taxes of any JV Company for any Pre-Closing
Period to the extent asserted against SEACOR, any Affiliate
thereof or any asset of SEACOR or any such Affiliate;

(vi) any obligations of the Sellers to pay any costs
associated with the class drydocking of any of Smit Lloyd
Suez, Smit Lloyd Aswan and Smit Lloyd Luxor as provided for
in the joint venture agreement, dated December 1, 1995,
among Smit International Beheer (Antilles) Offshore N.V.,
Swire Pacific Offshore Holdings Ltd. and Messrs. Mohammed
Shilbaya, Omar Shilbaya and Ibrahim Shilbaya;

(vii) any obligations of the Sellers associated with the
Dutch government investment subsidy relating to the vessels
Smit Lloyd "Fame" and Smit Lloyd "Fortune"; and

(viii) any third party claims to the extent attributable
to occurrences or events which occurred on or prior to the
Closing and relate to the Vessel Assets or the Sellers.

Section 3.4. Purchase Price. (a) The aggregate consideration
--------------
payable by the Purchasers to the Sellers for the Acquired Assets (the
"Purchase Price") shall consist of the Initial Purchase Price (as
hereinafter defined) and the Additional Purchase Price (as hereinafter
defined).

(b) The "Initial Purchase Price" shall consist of the
following:

(i) cash in the amount of U.S. $54,426,584 subject to post-
Closing adjustment as provided in Section 3.6;

(ii) 712,000 shares of SEACOR Common Stock;

(iii) the SEACOR Convertible Note; and

(iv) the assumption by Purchasers of the Assumed
Liabilities.

(c) The "Additional Purchase Price" shall mean the lesser
of (i) the "Maximum Additional Purchase Price" and (ii) the sum of the
amounts referred to in clauses (A) and (B) below:

(A) the amount, if any, equal to the product of
(x) six and (y) the amount, if any, by which Average
SMIT EBITDA (as defined in Section 3.7(d)) exceeds the
SMIT EBITDA Benchmark (as defined in Section 3.7(c));
and

(B) the aggregate amount, if any, payable to
Sellers pursuant to Section 3.7(g) as the result of
sales of Owned Vessels on or prior to December 31, 1998
(the "Shared Sales Proceeds Amount").

Section 3.5. Allocation of Purchase Price. (a) The Purchase
----------------------------
Price shall be allocated among the Acquired Assets in accordance with
Schedule 3.5. The Sellers and the Purchasers agree to prepare and
file all federal, state, local and foreign income tax returns and
other filings reflecting the transactions contemplated by this
Agreement on a basis consistent with such allocation.

(b) The form and amount of the Purchase Price payable or
deliverable by each Purchaser to each Seller are set forth on Schedule
3.5.

Section 3.6. Post-Closing Adjustment. (a) No later than June
-----------------------
30, 1997 (or, if later, 60 days after SEACOR's receipt of audited
financial statements for the JV Companies as of December 31, 1996),
SEACOR shall prepare or cause to be prepared (in accordance with
applicable accounting principles and standards applied consistently
with past practices) and deliver to SMIT a closing date balance sheet
for each of the JV Companies as of December 31, 1996 (each, a "Closing
Balance Sheet"), which shall be accompanied by a computation of the
Net Non-Vessel Asset Amount based thereon.

(b) SMIT shall have a period of 60 days to review each
Closing Balance Sheet and the accompanying computation of the Net Non-
Vessel Asset Amount following delivery thereof by SEACOR. During such
period, SEACOR shall afford SMIT (directly and through its
accountants, attorneys, advisors and other representatives) access to
any of its books, records and work papers necessary to enable SMIT to
review each such Closing Balance Sheet and accompanying computation of
the Net Non-Vessel Asset Amount. SMIT may dispute any amounts
reflected in any such Net Non-Vessel Asset Amount by giving notice in
writing to SEACOR specifying each of the disputed items and setting
forth in reasonable detail the basis for such dispute. Failure by
SMIT to dispute the amounts reflected in any such Net Non-Vessel Asset
Amount within 60 days of delivery of the Closing Balance Sheet and
computation of the Net Non-Vessel Asset Amount based thereon by SEACOR
shall be deemed an acceptance thereof by SMIT. If, within 60 days
after delivery by SMIT to SEACOR of any notice of dispute in
accordance with this Section 3.6(b), SMIT and SEACOR are unable to
resolve all of such disputed items, then any remaining items in
dispute shall be submitted to binding

arbitration in the State of New York to one person from an independent
"big six" accounting firm selected in writing by SEACOR and SMIT or,
if SEACOR and SMIT fail or refuse to select such a person within ten
Business Days after request therefor by SEACOR or SMIT, a panel of
three members from one or more "big six" accounting firms shall be
selected, the first member by SMIT, the second member by SEACOR and
the third independent member by the other two members (such individual
arbitrator or such panel, the "Closing Balance Sheet Arbitrator"),
with the chairman of such panel to be selected by the other two
arbitrators. The Closing Balance Sheet Arbitrator shall determine the
remaining disputed items and report to SEACOR and SMIT with respect to
such items. The Closing Balance Sheet Arbitrator's decision shall be
final, conclusive and binding on all parties. The fees and
disbursements of the Closing Balance Sheet Arbitrator shall be borne
equally by SMIT and SEACOR. The Net Non-Vessel Asset Amount for each
JV Company if undisputed or deemed undisputed or as determined by the
mutual agreement of SEACOR and SMIT or by the Closing Balance Sheet
Arbitrator in accordance with the procedure outlined above shall be
the "Final Net Non-Vessel Asset Amount" for such JV Company.

(c) Within five Business Days after the Final Net Non-
Vessel Asset Amount for any JV Company is determined as provided in
Section 3.6(b), the Purchaser of the interest of Sellers in such JV
Company shall pay to the applicable Seller an amount equal to the
product of (i) such Final Net Non-Vessel Asset Amount and (ii) the
percentage equity interest in such JV Company purchased by such
Purchaser; provided, however, that if the Final Net Non-Vessel Asset
-------- -------
of any JV Company shall be a negative amount, the Seller of the
interest in such JV Company shall pay to the Purchaser thereof an
amount equal to the product of (A) such negative Final Net Non-Vessel
Asset Amount and (B) the percentage equity interest in such JV Company
sold by such Seller. The amount of any payment from any Purchaser to
any Seller, or from any Seller to any Purchaser, pursuant to the
immediately preceding sentence shall be accompanied by the payment of
an amount equal to interest on such amount at the rate of 5-3/8% per
annum from January 1, 1997 through and including the date of payment.

(d) The Purchasers shall use commercially reasonable
efforts to cause the JV Companies to collect their accounts receivable
reflected on the Closing Date Balance Sheets in the ordinary course of
business consistent with past practice, it being understood, however,
that the Purchasers may not be able to influence such collection
activities. In the event that any accounts receivable that are
reflected on any Closing Date

Balance Sheet of any JV Company do not constitute "Non-Vessel Assets"
(because they remain outstanding on the date on which the Final Net
Non-Vessel Asset Amount with respect thereto is determined) but are
subsequently paid or sold, each Purchaser of an interest of the
Sellers in such JV Company shall pay to the applicable Seller an
amount equal to the product of (i) the amount of the account
receivable that was so paid or the net sale proceeds thereof and (ii)
the percentage equity interest in such JV Company purchased by such
Purchaser.

(e) In addition to the post-Closing adjustment set forth in
the other subsections of this Section 3.6, promptly following the
Closing, the Purchasers and Sellers shall conduct a joint inventory of
the fuel and lubes belonging to the Owned Vessels and the Purchasers
shall pay to the Sellers the prices paid by the Sellers therefor.

Section 3.7. Additional Purchase Price.
-------------------------
(a) Subject to adjustment as provided in this Section 3.7,
"SMIT EBITDA" shall mean the earnings before interest, taxes,
depreciation and amortization generated by the Acquired Assets, as
computed on a basis consistent with SEACOR's historical financial
reporting. Consequently, it is understood and agreed that the
calculation of SMIT EBITDA shall include, without limitation (i)
drydocking expenses as incurred (neither accrued in advance nor
capitalized), (ii) the treatment of the Purchasers' interests in the
JV Companies as equity interests in earnings of 50% or less owned
companies, (iii) reasonable administrative charges for personnel
directly associated with the management of the Acquired Assets and
(iv) a reasonable allocation of SEACOR's administrative overhead
expenses; provided, however, that the allocation from SEACOR referred
-------- -------
to in clause (iv) above shall not exceed U.S. $500,000 per annum. In
the event that the Malaysian Purchase is consummated, for purposes of
this Section 3.7 (i) the term "Acquired Assets" shall include, from
and after the date of such consummation, the equity interest of SEACOR
or its Subsidiaries in the Person effecting such purchase and (ii)
Schedule 3.5 shall be deemed revised to list the vessels subject to
the Malaysian Purchase as having a value of $12,900,000.

(b) It is the parties' intention that the Acquired Assets
will be operated in the ordinary course of business of SEACOR and its
Subsidiaries and will be allocated a reasonable share of (i)
opportunities to generate SMIT EBITDA, (ii) drydockings and (iii)
other positive and negative opportunities, in each case as

compared to other similarly situated assets of SEACOR and its
Subsidiaries. Nothing contained in this Section 3.7 shall limit or
restrict SEACOR or any of its Subsidiaries in the management,
deployment or marketing of its assets, including the Acquired Assets;
it being understood, however, that SMIT may seek an adjustment to the
computation of SMIT EBITDA (A) if SMIT EBITDA is not determined in
accordance with the provisions of this Section 3.7 or (B) if SEACOR or
its Subsidiaries manages the Acquired Assets outside the ordinary
course of business and in a manner inconsistent with general past
practices at SEACOR and which has a material adverse effect on the
ability of the Acquired Assets to generate SMIT EBITDA; provided,
--------
however, that no such adjustment pursuant to the preceding clause (B)
-------
may be sought as the result of any Adjustment Event as contemplated by
Section 3.7(c).

(i) Upon the consummation of the Malaysian Purchase,
the SMIT EBITDA Benchmark shall be increased by the sum of
the adjustments referred to in clauses (A) and (B) below,
divided by two:

(A) an amount equal to the product of (1) U.S.
$1,828,000, multiplied by (2) a fraction, the numerator
---------- --
of which shall be the number of days (if any) remaining
in calendar 1997 after the date the Malaysian Purchase
was consummated and the denominator of which shall be
365; and

(B) U.S. $1,828,000 (provided, however, in the
-------- -------
event that the Malaysian Purchase were to be
consummated in 1998, the amount under clause (i) above
shall be zero and the amount under this clause (ii)
shall be equal to the product of $1,828,000 and a
fraction, the numerator of which shall be the number of
days remaining in calendar 1998 after the date the
Malaysian Purchase was consummated and the denominator
of which shall be 365.)

(ii) In the event of the sale or other disposition or
total loss or constructive total loss of any Acquired Assets
(an "Adjustment Event") on or prior to December 31, 1998,
the SMIT EBITDA Benchmark shall be reduced by the sum of the
adjustments referred to in clauses (A) and (B) below,
divided by two:

(A) with respect to each Adjustment Event that
occurs in calendar 1997, the sum of:

(1) an amount equal to the product of (x)
U.S. $18,884,000, multiplied by (y) a fraction,
---------- --
the numerator of which shall be the value
allocated on Schedule 3.5 to the Acquired Assets
with respect to which such event occurred and the
denominator of which shall be the value allocated
on Schedule 3.5 to all Acquired Assets, multiplied
----------
by (z) a fraction, the numerator of which shall be
--
the number of days remaining in calendar 1997
after the date such event occurred and the
denominator of which shall be 365; and

(2) an amount equal of the product of (x)
$18,884,000, multiplied by (y) the fraction
---------- --
referred to in clause (y) of Section 3.7(c)(ii)(A)
above.

(B) with respect to each Adjustment Event that
occurs in calendar 1998, an amount equal to the product
of (1) U.S. $18,884,000, multiplied by (2) a fraction,
---------- --
the numerator of which shall be the value allocated on
Schedule 3.5 to the Acquired Assets with respect to
which such event occurred and the denominator of which
shall be the value allocated on Schedule 3.5 to all
Acquired Assets, multiplied by (3) a fraction, the
---------- --
numerator of which shall be the number of days
remaining in calendar 1998 after the date such event
occurred and the denominator of which shall be 365.

(d) For purposes hereof, "Average SMIT EBITDA" shall mean
the cumulative SMIT EBITDA for calendar years 1997 and 1998 divided by
two.

(e) The Additional Purchase Price shall be payable as
follows:

(i) The Additional Purchase Price, together with interest
at the Agreed Rate (as hereinafter defined) for the period
commencing on January 1, 1999 and ending on the date of
payment, shall be paid to the Sellers no later than 120 days
after the completion of SEACOR's fiscal year ending December
31, 1998 (or, if later,

within five Business Days after the final determination of
the Additional Purchase Price pursuant to Section
3.7(e)(iii) hereof).

(ii) The amount referred to in Section 3.7(e)(i) shall
be payable (A) fifty percent (50%) in cash and (B) fifty
percent (50%) in five year unsecured, subordinated
promissory notes (in an aggregate principal amount equal to
such 50%) issued by each of the Purchasers or, in the case

of SEACOR, any Subsidiary thereof to which SEACOR has trans-
ferred Acquired Assets purchased by it (with principal
amounts in proportion to the allocations of Purchase Price
on Schedule 3.5) to the applicable Seller (or such Affiliate
of a Seller as such Seller may direct), substantially in the
form of Exhibit D hereto (each, an "Additional Purchase
Price Note"), which note shall bear interest at a rate
which, based upon the creditworthiness of SEACOR and all

other factors at the time of the issuance, shall cause such
note to have a fair market value equal to its principal
amount (the "Agreed Rate"); provided, however, that if the
-------- -------
SEACOR Convertible Note shall be in default at the time the
Additional Purchase Price is payable, the entire amount
referred to in Section 3.7(e)(i) shall be payable in cash
and, provided further, that SEACOR shall guarantee the

-------- -------
obligations of each Purchaser (other than SEACOR) or
Subsidiary of SEACOR under an Additional Purchase Price Note
by executing and delivering for the benefit of the holder
thereof a guarantee substantially in the form of Exhibit D-1
hereto (the "SEACOR Guaranty") at the time such Additional
Purchase Price Note is issued.

(iii) No later than April 30, 1999, SEACOR shall prepare
and deliver to SMIT a financial statement in reasonable
detail showing SMIT EBITDA for 1997 and 1998, the Shared
Sales Proceeds Amount, a calculation of the Additional
Purchase Price based thereon and the proposed Agreed Rate
(the "Additional Purchase Price Information"). SMIT shall
have a period of 60 days to review the Additional Purchase

Price Information following delivery thereof by SEACOR.
During such

period, SEACOR shall afford SMIT (directly and through its
accountants, investment bankers, attorneys, advisors and
other representatives) access to any of its books, records
and work papers necessary to enable SMIT to review the
Additional Purchase Price Information. SMIT may dispute any

amounts reflected in the Additional Purchase Price
Information by giving notice in writing to SEACOR specifying
each of the disputed items and setting forth in reasonable
detail the basis for such dispute. Failure by SMIT to
dispute the amounts reflected in the Additional Purchase
Price Information within 60 days of delivery thereof by
SEACOR shall be deemed an acceptance thereof by SMIT. If,
within 60 days after

delivery by SMIT to SEACOR of any notice of dispute in
accordance with this Section 3.7(e), SMIT and SEACOR are
unable to resolve all of such disputed items, then any
remaining items in dispute shall be submitted to binding
arbitration in the State of New York to one person from an
independent "big six" accounting firm selected in writing by
SEACOR and SMIT or, if SEACOR and SMIT fail or refuse to
select such a person within ten Business Days after request
therefor by SEACOR or SMIT, a panel of three members from
one or more "big six" accounting firms, the first member by
SMIT, the second member by SEACOR and the independent third
member by the other two members shall be selected (such
individual arbitrator or such panel, the "SMIT EBITDA Arbi-
trator"), with the chairman of such panel to be selected by
the other two arbitrators. The SMIT Arbitrator shall be
authorized to consult with or be advised by the consulting
or advisory operations of the accounting firm or firms of
which such individual arbitrator is a member or of which the
members of such panel are members. The SMIT EBITDA
Arbitrator shall determine the remaining disputed items and
report to SEACOR and SMIT with respect to such items. The
SMIT EBITDA Arbitrator's decision shall be final, conclusive
and binding on all parties. The fees and disbursements of
the SMIT EBITDA Arbitrator shall be borne equally by SMIT
and SEACOR. The computation of Additional Purchase Price
and the Agreed Rate if undisputed or deemed undisputed or as
determined by the mutual agreement of SEACOR and SMIT or by
the SMIT EBITDA Arbitrator in accordance with the procedure
outlined above shall be the Additional Purchase Price and
the Agreed Rate as finally determined for purposes hereof.

(iv) Notwithstanding the provisions of Section
3.7(e)(iii), if at the time of the issuance of the Additional Purchase
Price Note, SEACOR or SMIT shall in good faith believe that the
Additional Purchase Price Note shall not have a fair market value
equal to between 99.9% and 100.1% of the principal amount thereof, due
solely to changes in circumstances after the date on which the
Additional Purchase Price shall have been finally determined, the
Additional Purchase Price Note shall nevertheless be issued, but such
party shall be entitled to give a notice to the other party. Such
notice shall state in reasonable detail the reasons for such notifying
party's belief and shall state that the notifying party requests that
an agreement be reached or procedures be initiated to determine an
appropriate adjustment to the Agreed Rate (or a payment in lieu

of such adjustment). If the two parties do not reach an agreement as
to such adjustment (or payment) within 10 Business Days after the
giving of such notice, such procedures shall be initiated, and they
shall be comparable to the procedures set forth in Section
3.7(e)(iii), mutatis mutandis.
------- --------
(f) SMIT EBITDA shall be computed by SEACOR following the
conclusion of the second calendar quarter in 1997, following the
conclusion of calendar 1997 and following the conclusion of the first
three calendar quarters of 1998 and promptly reported by SEACOR to
SMIT in reasonable detail.

(g) In the event of the sale of any Owned Vessel or any
total loss or constructive total loss of any Owned Vessel on or prior
to December 31, 1998, the Sellers shall be entitled to receive, and
the Purchasers agree to pay to the Sellers, in each case in accordance
with the provisions of this Section 3.7, the Applicable Percentage (as
hereinafter defined) of the amount, if any (the "Gain Amount"), by
which the net proceeds from the sale of such Owned Vessel (which shall
be equal to the gross proceeds of sale less reasonable out-of-pocket
costs and expenses relating to such sale) or the net insurance
proceeds received in connection with any total loss or constructive
total loss of any Owned Vessel (which shall be equal to the gross
insurance proceeds less any out-of-pocket costs and expenses relating
to the collection of the same), as the case may be, exceed the value
allocated on Schedule 3.5 to such Owned Vessel. For purposes hereof,
the "Applicable Percentage" shall mean 36% in respect of any sale of
an Owned Vessel on or prior to January 31, 1997 and, in respect of any
sales occurring in any subsequent month, the percentage in effect for
the immediately preceding month reduced by 1.5% of the Gain Amount
(such that, for example, the Applicable Percentage in respect of sales
occurring during February 1997 shall be 34.5%, the Applicable
Percentage for sales occurring during March 1997 shall be 33% and the
Applicable Percentage for sales occurring during December 1998 shall
be 1.5%).

Section 3.8. Investment and Registration Rights Agreement;
---------------------------------------------
Restrictive Endorsement. (a) The issuance of the SEACOR Common Stock
-----------------------
and the SEACOR Convertible Note to the Sellers pursuant to this
Agreement will not be registered under the Securities Act, or any
state securities laws, in reliance upon certain exemptions from
registration contained therein and, therefore, will be subject to
restrictions on transfer. Pursuant to the terms and conditions of the
Investment and Registration Rights Agreement, in substantially the
form attached hereto as Exhibit E (the "Registration Rights
Agreement"), the Holders (as defined in the

Registration Rights Agreement) shall have certain rights to require
the registration of the resale by the Holders of their SEACOR Common
Stock, the SEACOR Convertible Note and the shares of SEACOR Common
Stock issuable upon conversion of the SEACOR Convertible Note.

(b) The certificate representing the shares of SEACOR
Common Stock and the SEACOR Convertible Note issued pursuant to this
Agreement shall be stamped with legends in the respective forms
specified in the Investment and Registration Rights Agreement.

ARTICLE 4.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS

The Sellers represent and warrant to the Purchasers as follows:

Section 4.1. Organization. (a) Each of the Sellers is duly
------------
organized and validly existing under the laws of its jurisdiction of
incorporation and is in good standing in such jurisdictions where such
concept exists and has all corporate power and authority to carry on
its business as now being conducted and to own, lease and operate its
properties.

(b) Each JV Company is duly organized and validly existing
under the laws of its jurisdiction of incorporation and is in good
standing in such jurisdictions where such concept exists and has all
corporate power and authority to carry on its business as now being
conducted and to own, lease and operate its properties. To the
Sellers' Knowledge, each JV Company is duly qualified or licensed to
do business in each jurisdiction in which the character or location of
the properties owned or leased by it or the nature of the business
conducted by it makes such qualification or licensing necessary and is
in good standing in such jurisdictions where such concept exists,
except where the failure to be so qualified, licensed or in good
standing would not have a Material Adverse Effect on such JV Company.

Section 4.2. JV Companies. (a) Schedule 3.1(b) lists each JV
------------
Company, the name of each Seller owning any equity or other interest
therein and the percentage equity ownership therein of each such
Seller. All of the shares of capital stock of, or other equity
interests in, each JV Company have been duly authorized and validly
issued and are fully paid and nonassessable. Except as set forth on
Schedule 4.2(a), the Seller listed opposite the name of each JV
Company on Schedule 3.1(b) hereto is (and, since its initial
acquisition thereof, has

been) the record and beneficial owner of the interests in such JV
Company to be sold by it pursuant to this Agreement, free and clear of
any and all Liens or agreements of any kind whatsoever.

Section 4.3. Authority; Enforceable Agreement. (a) Each of the
--------------------------------
Sellers has the requisite corporate power and authority to enter into
this Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement by each of the Sellers
and the consummation by each of the Sellers of the transactions
contemplated hereby have been duly authorized by all necessary
corporate action on the part of each of the Sellers.

(b) This Agreement has been duly executed and delivered by
each of the Sellers and (assuming due execution and delivery by the
other parties hereto) constitutes a valid and binding obligation of
each of the Sellers, enforceable against each of the Sellers in
accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally. The other agreements entered,
or to be entered, into by any of the Sellers in connection with this
Agreement have been, or will be, duly executed and delivered by any of
the Sellers and (assuming due execution and delivery by the other
parties thereto) constitute, or will constitute, valid and binding
obligations of such Seller, enforceable against such Seller in
accordance with their terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally.

Section 4.4. No Conflicts or Consents. (a) Except as set forth
------------------------
on Schedule 4.4(a), neither the execution, delivery nor performance of
this Agreement by the Sellers nor the consummation of the transactions
contemplated hereby will (i) violate, conflict with, or result in a
breach of any provision of, constitute a default (or an event that,
with notice or lapse of time or both, would constitute a default)
under, result in the termination of, or accelerate the performance
required by, or result in the creation of any adverse claim against
the Owned Vessels or any of the properties or assets of any JV Company
under (A) the certificate of incorporation, by-laws or any other
organizational documents of any member of the SMIT Group, or (B) any
note, bond, mortgage, indenture, deed of trust, lease, license,
agreement or other instrument or obligation to which any Seller is a
party, or by which any of the Sellers or any of their assets are bound
or, to the Sellers' Knowledge, to which any JV Company is a party or
by which any of its assets are bound, or

(ii) subject to obtaining clearance under the HSR Act, violate any
order, writ, injunction, decree, judgment, statute, rule or regulation
of any governmental body to which any member of the SMIT Group is
subject or by which any member of the SMIT Group or any of its assets
are bound.

(b) Except as set forth on Schedule 4.4(b), no consent,
approval, order, permit or authorization of, or registration,
declaration or filing with, any Person or of any government or any
agency or political subdivision thereof is required for the execution,
delivery and performance by the Sellers of this Agreement and the
covenants and transactions contemplated hereby or for the execution,
delivery and performance by the Sellers of any other agreements
entered, or to be entered, into by any of the Sellers in connection
with this Agreement, except for (i) the filing of the HSR Report by
SMIT under the HSR Act and the early termination or expiration of all
applicable waiting periods thereunder and (ii) notification to the
Social Economic Council in The Netherlands.

Section 4.5. Corporate Documents. (a) SMIT has delivered to
-------------------
SEACOR true and complete copies of the certificate of incorporation
and by-laws or other similar organizational documents, as amended or
restated through the Closing Date of each of the JV Companies.
Schedule 4.5(a) lists the registered seat of each member of the SMIT
Group organized under the laws of The Netherlands or The Netherlands
Antilles.

(b) SMIT has delivered to SEACOR true and correct copies of
(i) all stockholder agreements, voting agreements, warrants, stock
options or other contracts relating to the capital stock of, or other
debt or equity investment in, each JV Company (and any Subsidiary of
any JV Company) and (ii) all other Contracts pursuant to which any
Seller (or any Affiliate of any Seller) has any rights or obligations
with respect to a JV Company or any other Person in connection with
such JV Company. All such Contracts (including any amendments or
modifications thereto) with respect to each JV Company are listed
opposite such JV Company's name on Schedule 4.5(b).

Section 4.6. Financial Statements; Liabilities. SMIT has
---------------------------------
delivered to SEACOR (i) audited financial statements for each of the
JV Companies set forth on Schedule 4.6 (the "JV Financial Statements")
and (ii) with respect to each of the JV Financial Statements that were
not prepared in accordance with GAAP, a statement indicating any
material variations in accounting principles, practices and methods
used in the preparation of such JV Financial Statements as compared to
GAAP, together with a

reconciliation (for each period that an income statement is presented)
of net income to GAAP. Except as set forth on Schedule 4.6, the JV
Financial Statements for each JV Company have been prepared on a basis
consistent with prior periods and present fairly the financial
position of such JV Company as at the dates of the balance sheet
included therein and the results of operations and cash flows for the
periods then ended. Except as set forth on Schedule 4.6, to the
Sellers' Knowledge none of the JV Companies has, nor are any of their
assets subject to, any liability, commitment, debt or obligation (of
any kind whatsoever whether absolute or contingent, accrued, fixed,
known, unknown, matured or unmatured), except (i) as and to the extent
reflected on the latest balance sheet of such JV Company contained in
the JV Financial Statements (the "JV Balance Sheets"), (ii) as may
have been incurred or may have arisen since the date of such balance
sheet in the ordinary course of business and that are not material
individually or in the aggregate or (iii) as permitted by this
Agreement.

Section 4.7. [RESERVED]

Section 4.8. Absence of Certain Changes or Events. To the
------------------------------------
Sellers' Knowledge, except as set forth on Schedule 4.8 or as
contemplated by this Agreement, since September 30, 1996 each of the
JV Companies has conducted its business only in the ordinary course
and has not:

(a) amended its certificate of incorporation, by-laws or
similar organizational documents;

(b) incurred any liability or obligation of any nature
(whether absolute or contingent, accrued, fixed, known, unknown,
matured or unmatured), except in the ordinary course of business;

(c) suffered or permitted any of its assets to be or remain
subject to any lien other than those disclosed on Schedule 4.10 or
4.12(a) and that collateralize indebtedness reflected on the JV
Balance Sheets and Liens for Taxes accrued but not yet payable and
Permitted Liens;

(d) merged or consolidated with another Person or acquired
or agreed to acquire any Person or sold, leased, transferred or
otherwise disposed of any assets except for fair value in the ordinary
course of business;

(e) made any capital expenditure or commitment therefor,
except in the ordinary course of business, provided that any
acquisitions of vessels, or acquisitions of, or

improvements to, real property, shall not be considered to be in the
ordinary course of business;

(f) entered into or amended any employment, severance or
similar agreement or arrangement with any director or employee, or
granted any increase in the rate of wages, salaries, bonuses, employee
advances or other compensation or benefits of any executive officer or
other employee, other than any such agreement, arrangement or increase
that is in the ordinary course of business consistent with past
practice;

(g) made any change in any method of accounting principle
or practice;

(h) suffered the termination, suspension or revocation of
any license or permit necessary for the operation of its business or
any of the Vessel Assets;

(i) entered into any transaction other than on an arm's-
length basis;

(j) suffered any damage, destruction or loss (whether or
not covered by insurance) which has had or could reasonably be
expected to have a Material Adverse Effect on each JV Company;

(k) entered into any new line of business; or

(l) agreed, whether or not in writing, to do any of the
foregoing.

Section 4.9. Contracts. (a) To the Sellers' Knowledge, except
---------
as set forth on Schedule 4.5(b) or Schedule 4.9(a), no JV Company is a
party to: (i) any Contract with any director or management level
employee; (ii) any Contract containing an obligation to guarantee or
indemnify any other Person; (iii) any joint venture, partnership or
similar Contract involving a sharing of profits or expenses; (iv) any
charter, management or technical service Contracts relating to the JV
Vessels that are in effect on the Closing Date; (v) any Contract under
which any JV Company has borrowed any money or issued any note, bond
or other evidence of indebtedness for borrowed money or guaranteed
indebtedness for money borrowed by others; (vi) any hedge, swap,
exchange, futures or similar Contracts; or (vii) any Contract that has
had or may have a Material Adverse Effect on the Business.

(b) To the Sellers' Knowledge, Schedules 3.1(e), 4.5(b) and
4.9(b), taken together, contain a list and brief

description (including the names of the parties and the date and
nature of the agreement) of each material Contract to which any of the
JV Companies is a party and each material Contract relating to the
Acquired Assets to which any of the Sellers is a party (each a "SMIT
Material Contract"); provided, however, that, except for Contracts
-------- -------
listed on Schedule 3.1(e), 4.5(b) or 4.9(b), a Contract shall not be
deemed to be material if the obligations thereunder are reasonably
subject to quantification and such obligations do not involve
remaining payments to or from any JV Company that exceed $200,000 in
any period of 12 consecutive months. There is no existing breach by
any Seller and, to the Sellers' Knowledge, any JV Company, of any of
its SMIT Material Contracts and there has not occurred any event that
with the lapse of time or the giving of notice or both would in the
case of any Seller or, to Sellers' Knowledge, any JV Company,
constitute such a breach. There is not pending nor, to the knowledge
of SMIT, threatened, any claim that any of the Sellers or, to the
Sellers' Knowledge, the JV Companies, has breached any of the terms or
conditions of any of its SMIT Material Contracts and, to the Sellers'
Knowledge, no other parties to such SMIT Material Contracts have
breached any of their terms or conditions. SEACOR has been provided
with a complete and accurate copy of each SMIT Material Contract
listed on Schedule 4.9(b).

Section 4.10. Properties and Leases Other than Vessels. (a) To
----------------------------------------
the Sellers' Knowledge, except as set forth on Schedule 4.10(a), with
respect to assets other than JV Vessels used by a JV Company in the
conduct of its business and except for assets disposed of for adequate
consideration in the ordinary course of business and which are not
material to the operation of its business, each JV Company has good
and valid title to all real property and all other properties and
assets accounted for as belonging to such JV Company reflected in the
JV Balance Sheet of such JV Company free and clear of all Liens,
except for (i) Liens that secure indebtedness that is properly
reflected in the JV Balance Sheet of such JV Company, (ii) Liens for
Taxes accrued but not yet payable, (iii) Permitted Liens, provided
that the obligations collateralized by such Permitted Liens are not
delinquent or are being contested in good faith, (iv) such
imperfections of title and encumbrances, if any, as do not in the
aggregate materially detract from the value or materially interfere
with the present use of any such properties or assets or the potential
sale of any such properties and assets and (v) capital leases and
leases of such properties, if any, to third parties for fair and
adequate consideration.

(b) To the Sellers' Knowledge, with respect to each lease
of real property and material amount of personal property (other than
vessels) to which a JV Company is a party, (i) such JV Company has a
valid leasehold interest in such real property or personal property;
(ii) such lease is in full force and effect in accordance with its
terms, (iii) all rents and other monetary amounts that have become due
and payable thereunder have been paid in full, (iv) no waiver,
indulgence or postponement of the obligations thereunder has been
granted by the other party thereto; (v) there exists no material
default (or an event that, with notice or lapse of time or both would
constitute a material default) under such lease, (vi) such JV Company
has not violated any of the terms or conditions under any such lease,
(vii) there has been no (A) condition or covenant to be observed or
performed by any other party under any such lease that has not been
fully observed and performed and (B) in the case of each prime lease
concerning demised premises subleased to any member of the SMIT Group,
condition or covenant to be observed or performed by each party
thereto that has not been fully observed and performed and there does
not exist any event of default or event, occurrence, condition or act
that, with the giving of notice, the lapse of time or the happening of
any further event or condition, would become a default under any such
prime lease and (viii) the transactions described in this Agreement
will not constitute a default under or cause for termination or
modification of such lease.

(c) To the Sellers' Knowledge, except as disclosed on
Schedule 4.10, the rent charged to any JV Company under any lease
(other than with respect to vessels) between any member of the SMIT
Group and any of their Affiliates (other than another member of the
SMIT Group) is at or below the market rate and any such lease contains
such other terms and conditions that are no less favorable to such JV
Company than would be obtainable in an arm's-length transaction with
an independent third party lessor.

(d) To the Sellers' Knowledge, Schedule 4.10(a) contains a
list of all real property owned by each JV Company and a list of all
leases, other than with respect to vessels, to which any of the JV
Companies are parties, which list includes, to the Sellers' Knowledge,
a reasonable description of the location and approximate square
footage of each property, whether owned or leased, and the term of
each such lease, including all renewal options.

Section 4.11. Condition of Assets Other than Vessels. To the
--------------------------------------
Sellers' Knowledge, all of the tangible assets of the JV Companies
(other than vessels) are currently in good and usable

condition, ordinary wear and tear excepted, and are being used in the
business of the JV Companies. To the Sellers' Knowledge, there are no
defects in such assets or other conditions that in the aggregate have
or would be reasonably likely to have, a Material Adverse Effect on
any JV Company. To the Sellers' Knowledge, such assets and the other
properties being leased by a JV Company pursuant to the leases
described on Schedule 4.10, together with the vessels listed on
Schedule 4.12(b), constitute all of the operating assets being
utilized by the JV Companies in the conduct of their business and such
assets are sufficient in quantity and otherwise adequate for the
operations of the JV Companies as currently conducted.

Section 4.12. Vessels. (a) With respect to the Owned Vessels,
-------
a SMIT Subsidiary is the sole owner of each Owned Vessel owned by it
and has good title to each such vessel free and clear of all Liens,
except for (i) Liens for Taxes accrued but not yet payable and (ii)
Permitted Liens, provided that the obligations collateralized by such
Permitted Liens are not delinquent or are being contested in good
faith and, except with respect to the matters disclosed on Schedule
4.15, in no event shall such contested obligations, individually or in
the aggregate, exceed $100,000 in the aggregate. Schedule 4.12(a)
contains a list of all Liens on vessels collateralizing indebtedness
on the SMIT Balance Sheets and any guaranty or other credit support
arrangement pursuant to which any SMIT Subsidiary has guaranteed an
obligation of any other member of the SMIT Group where vessels are the
collateral.

(b) Schedule 4.12(b) hereto sets forth a list of each JV
Vessel. To the Sellers' Knowledge, with respect to the JV Vessels, a
JV Company is the sole owner of each JV Vessel owned by it and has
good title to each such vessel free and clear of all Liens, except for
(i) Liens that collateralize indebtedness that is properly reflected
in the JV Balance Sheet of such JV Company; (ii) Liens for Taxes
accrued but not yet payable; (iii) Permitted Liens, provided that the
obligations collateralized by such Permitted Liens are not delinquent
or are being contested in good faith and, except with respect to the
matters disclosed on Schedule 4.15, in no event shall such contested
obligations, individually or in the aggregate, exceed $100,000 in the
aggregate. To the Sellers' Knowledge, Schedule 4.12(b) contains a
list of all Liens on vessels collateralizing indebtedness on the JV
Balance Sheets and any guaranty or other credit support arrangement
pursuant to which any JV Company has guaranteed an obligation of any
other member of the SMIT Group where vessels are the collateral.

(c) To the Sellers' Knowledge, none of the JV Companies
bareboat charters in any vessels except from another member of the
SMIT Group and none of the JV Companies charters in or operates, under
any agreement forms other than a bareboat charter, any vessels other
than those that are owned by another member of the SMIT Group.

(d) [RESERVED]

(e) With respect to each Owned Vessel and each JV Vessel
and except as indicated on Schedule 4.12(e), (i) such Owned Vessel is
and, to the Sellers' Knowledge, such JV Vessel is lawfully and duly
documented under the flag of the nation listed on Schedule 3.1(a) or
4.12(b) for such Vessel Asset and such Owned Vessel and, to the
Sellers' Knowledge, such JV Vessel otherwise qualified to operate in
the trades where it is presently operating, (ii) such Owned Vessel is
and, to the Sellers' Knowledge, such JV Vessel is in good operating
condition and repair, consistent with its age, and has been maintained
and serviced in accordance with the SMIT Group's normal practices and
in the normal course of business, (iii) such Owned Vessel holds and,
to the Sellers' Knowledge, such JV Vessel holds in full force and
affect all certificates, licenses, permits and rights required for
operation in the manner vessels of its kind are being operated in the
geographical area in which such Vessel Asset is presently being
operated, (iv) to the Sellers' Knowledge, no event has occurred and no
condition exists that would materially or adversely affect the
condition of such Vessel Asset and (v) with respect to any Owned
Vessel which is classed and, to the Seller's Knowledge, any JV Vessel
which is classed, such vessel is in class, free of any recommendations
of which SMIT or any member of the SMIT Group has been informed.

(f) To the Sellers' Knowledge, except for the Owned
Vessels, the JV Vessels and as set forth on Schedule 4.12(f), no
member of the SMIT Group owns, operates or manages any Offshore
Vessel.

(g) Since October 14, 1996, Sellers have continued to
maintain their inventory of spare parts (whether on board or ashore)
for the Vessel Assets following the same policy and in the same usual
and customary manner as prior to such date, including any renewal or
replacement of spare parts used in the repair of any vessel.

(h) Since October 14, 1996, the Sellers have not: (i)
departed from any normal drydock and maintenance practices or
discontinued replacement or renewal of spares in operating its

fleet with respect to the Acquired Assets; (ii) deferred any scheduled
maintenance on any Vessel Assets; (iii) except as set forth in
Schedule 4.12(h) entered into any charter for any Vessel Assets which
has a term of longer than six months; (iv) authorized any of, or
agreed or committed to do any of, the foregoing actions; or (v) failed
to maintain, renew or assist SEACOR in obtaining all necessary
Environmental Permits or other permits required for its business and
vessels.

(i) SMIT has notified SEACOR of any Vessel Asset that has
been drydocked since October 14, 1996 and of any insurable or
noninsurable loss since October 14, 1996, in each case to the Sellers'
Knowledge with respect to any JV Vessel.

Section 4.13. Suppliers and Customers. To the Sellers'
-----------------------
Knowledge, except as disclosed on Schedule 4.13, (a) no supplier
providing products, materials or services to a Seller with respect to
any Acquired Assets or a JV Company intends to cease selling such
products, materials or services to such Seller or JV Company or to
limit or reduce such sales to such Seller or JV Company or materially
alter the terms or conditions of any such sales and (b) no customer of
a Seller with respect to any Acquired Assets or a JV Company intends
to terminate, limit or reduce its or their business relations with
such Seller or JV Company.

Section 4.14. Tax Matters. To the Sellers' Knowledge, each of
-----------
the following is true with respect to each JV Company to the extent
applicable to such entity:

(a) All Returns required to be filed by or with respect to
each JV Company have been, or will be, timely filed in accordance with
all applicable laws and all such Returns are true, correct and
complete in all material respects. All Taxes that are due, or claimed
by any taxing authority to be due from or with respect to each JV
Company have been, or will be, timely paid. With respect to any
period for which Returns have not yet been filed, or for which Taxes
are not yet due or owing, each JV Company, as the case may be, has
made due and sufficient current accruals for such Taxes as reflected
on its books (including, without limitation, the JV Balance Sheets);

(b) There are no outstanding agreements, consents, waivers
or arrangements extending the statutory period of limitation
applicable (A) to file any Return or (B) for assessment or collection
of any Taxes due from or with respect to any JV Company for any period
prior to the date hereof, and no JV

Company has been requested to enter into any such agreement, consent,
waiver or arrangement;

(d) All Taxes that any JV Company is required by law to
withhold or collect (including Taxes required to be withheld and
collected from employee wages, salaries and other compensation) have
been duly withheld or collected, and have been timely paid over to the
appropriate governmental authorities;

(e) No Tax audits or other administrative proceedings are
pending with regard to any Taxes for which any JV Company may be
liable and no JV Company has received any notice from any taxing
authority that it intends to conduct such an audit or commence such an
administrative proceeding; and

(f) No claim has been made by a taxing authority in a
jurisdiction where any JV Company does not file Returns that such
entity is or may be subject to taxation by that jurisdiction.

Section 4.15. Litigation. Except as disclosed on Schedule 4.15,
----------
there are no actions, suits, proceedings, arbitrations or
investigations pending or, to the Sellers' Knowledge, threatened
before any court, any governmental agency or instrumentality or any
arbitration panel, against (i) any of the Sellers in connection with
or relating to the Business or (ii) to the Sellers' Knowledge, against
any JV Company or against any of the directors or officers of the
Sellers or the JV Companies in connection with or relating to the
Business. To the Sellers' Knowledge, no facts or circumstances exist
that would be likely to result in the filing of any such action that
would have a Material Adverse Effect on the Business. Except as
disclosed on Schedule 4.15, Seller and, to the Sellers' Knowledge, no
JV Company is subject to any currently pending judgment, order or
decree entered in any lawsuit or proceeding. To the Sellers'
Knowledge, all matters listed on Schedule 4.15 are either adequately
covered by insurance or accounted for through the establishment of
reasonable reserves on the JV Balance Sheets.

Section 4.16. Insurance. (a) Schedule 4.16(a) contains a list
---------
and description, including limits of coverage and deductibles, of the
insurance policies that each Seller and to the Sellers' Knowledge,
each JV Company, currently maintains with respect to the Acquired
Assets and the related business, vessels, properties and employees as
of the date hereof. Each of such policies maintained by any Seller
and, to the Sellers' Knowledge,

each of such policies maintained by any JV Company is in full force
and effect and a complete and correct copy of each has been delivered
to SEACOR. All insurance premiums, club calls, back calls and
assessments (if any) currently due with respect to such policies
maintained by the Sellers and, to the Sellers' Knowledge, with respect
to such policies maintained by the JV Companies, have been paid and no
Seller, and, to the Sellers' Knowledge, no JV Company, is otherwise in
default with respect to any such policy, nor has any Seller or, to the
Sellers' Knowledge, any JV Company, failed to give any notice or, to
the Sellers' Knowledge, present any claim under any such policy in a
due and timely manner. There are no outstanding unpaid claims under
any such policy other than any pending claims under the marine
insurance policies of any Seller or, to the Sellers' Knowledge, any JV
Company and the amount of such claims have,to the Sellers' Knowledge,
been recorded as a receivable and all of such claims are, to the
Sellers' Knowledge, fully collectible. No Seller and, to the Sellers'
Knowledge, no JV Company, has received notice of cancellation or non-
renewal of any such policy. Such policies maintained by the Sellers
and, to the Sellers' Knowledge, such policies maintained by the JV
Companies, are sufficient for compliance with all requirements of law
and all agreements to which any member of the SMIT Group is a party.

(b) All Vessel Assets are entered and, for a reasonable
period prior to the Closing, have been entered into The Standard P&I
Club.

Section 4.17. Environmental Compliance. (a) Except as set
------------------------
forth on Schedule 4.17(a), each Seller and, to the Sellers' Knowledge,
each JV Company, is and, to the Sellers' Knowledge, has been during
the three years prior to the date of this Agreement, in compliance
with all Environmental Laws that apply to or affect the Business or
any JV Company and each Seller and, to the Sellers' Knowledge, each JV
Company possesses all necessary licenses, permits, authorizations, and
other approvals and authorizations that are required under such
Environmental Laws ("Environmental Permits"), and all such
Environmental Permits are in full force and effect.

(b) Except as set forth on Schedule 4.17(b), no Seller and,
to the Sellers' Knowledge, no JV Company, is, nor has been during the
three years prior to the date of this Agreement, subject to any
pending or, to the knowledge of SMIT, threatened investigations,
administrative or judicial proceedings pursuant to, or has received
any notice of any violation of, or claim alleging liability under, any
Environmental Laws that apply to or affect the Business or any JV
Company, and, to the Sellers'

Knowledge, no facts or circumstances exist that would be likely to
result in a claim, citation or allegation against any member of the
SMIT Group for a violation of, or alleging liability under, any such
Environmental Laws.

(c) The disposal by each Seller and, to the Sellers'
Knowledge, each JV Company of its Hazardous Substances and wastes in
relation to the Business has been in compliance with all Environmental
Laws.

Section 4.18. Compliance With Law; Permits. Except with respect
----------------------------
to Environmental Laws, which is the subject of Section 4.17, the
following statements are true and correct:

(a) The operations and activities in relation to the
Business of each Seller and, to the Sellers' Knowledge, each JV
Company, complies with all applicable laws, regulations, ordinances,
rules or orders of any court of competent jurisdiction or any
governmental authority except for any violation or failure to comply
that could not reasonably be expected to result in a Material Adverse
Effect on the Business or any JV Company.

(b) Each Seller and, to the Sellers' Knowledge, each JV
Company, possesses all governmental licenses, permits and other
governmental authorizations that are (i) required under all applicable
laws and regulations for the ownership, use and operation of its
assets or (ii) otherwise necessary to permit the conduct of its
business without interruption, and such licenses, permits and
authorizations are in full force and effect and have been and are
being fully complied with by it except for any failure to possess and
for any violation or failure to comply that could not reasonably be
expected to result in a Material Adverse Effect on the Business. No
Seller and, to the Sellers' Knowledge, no JV Company has received any
notice of any violation of any of the terms or conditions of any such
license, permit or authorization and, to the Sellers' Knowledge, no
facts or circumstances exist that could form the basis of a
revocation, claim, citation or allegation against it for a violation
of any such license, permit or authorization. No such license, permit
or authorization or any renewal thereof of any Seller or, to the
Sellers' Knowledge, any JV Company will be terminated, revoked,
suspended, modified or limited in any respect as a result of the
transactions contemplated by this Agreement except for any violation
or failure to comply that could not reasonably be expected to result
in a Material Adverse Effect on the Business.

Section 4.19. Interests in Clients, Suppliers, Etc. Except as
------------------------------------
set forth on Schedule 4.19, to the Sellers' Knowledge, no officer or
director of any member of the SMIT Group possesses in relation to the
Business, directly or indirectly, any financial interest in, or is a
director, officer or employee of, any corporation or business
organization that is a supplier, customer, lessor, lessee, or
competitor or potential competitor of a member of the SMIT Group in
relation to the Business or that has entered into any contract with
any member of the SMIT Group in relation to the Business. Ownership
of less than 1% of any class of securities of a company whose
securities are registered under the Exchange Act or are publicly
traded outside the U.S. will not be deemed to be a financial interest
for purposes of this Section 4.19.

Section 4.20. Transactions With Related Parties. (a) To the
---------------------------------
Sellers' Knowledge, Schedule 4.20(a) lists all transactions relating
to the Business between January 1, 1993 and the Closing Date
involving, or for the benefit of, any member of the SMIT Group, on the
one hand, and any director or officer of any member of the SMIT Group
or Affiliate of such director or officer, on the other hand, including
(i) any debtor or creditor relationship, (ii) any transfer or lease of
real or personal property or charter or management of any Owned Vessel
and (iii) any purchases or sales of products or services.

(b) To the Sellers' Knowledge, Schedule 4.20(b) lists (i)
all agreements and claims of any nature in relation to the Business
that any officer or director of any member of the SMIT Group or any
Affiliate (other than another member of the SMIT Group) of such
officer or director has with or against any member of the SMIT Group
as of the Closing Date and (ii) all agreements and claims of any
nature in relation to the Business that any member of the SMIT Group
has with or against any officer or director of any member of the SMIT
Group or any Affiliate (other than another member of the SMIT Group)
of such officer or director as of the Closing Date.

Section 4.21. Broker's and Finder's Fee. No agent, broker,
-------------------------
person or firm acting on behalf of any Seller is or will be entitled
to any commission or broker's or finder's fee from any of the parties
hereto, or from any Affiliate of the parties hereto, in connection
with any of the transactions contemplated herein.

ARTICLE 5.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

The Purchasers represent and warrant to the Sellers as follows:

Section 5.1. Organization. The Purchasers are corporations duly
------------
organized, validly existing and in good standing under the laws of the
respective jurisdictions of their incorporation and have all corporate
power and authority to carry on their businesses as now being
conducted and to own, lease and operate their properties. Each other
member of the SEACOR Affiliated Group is duly organized under the laws
of the jurisdiction of its organization and has all the requisite
power and authority under the laws of such jurisdiction to carry on
its business as now being conducted and to own its properties. Each
member of the SEACOR Affiliated Group is duly qualified to do business
and is in good standing in each state and foreign jurisdiction in
which the character or location of the properties owned or leased by
it or the nature of the business conducted by it makes such
qualification necessary, except where the failure to be so qualified
or in good standing would not have a Material Adverse Effect on
SEACOR.

Section 5.2. Capitalization. The authorized capital stock of
--------------
SEACOR consists exclusively of 20,000,000 shares of common stock, $.01
par value per share, of which 13,126,882 shares were issued and
outstanding and 55,768 shares were held in its treasury as of December
16, 1996. As of December 16, 1996 the number of shares of SEACOR
Common Stock issuable upon conversion or exercise of securities issued
by SEACOR or any Subsidiary thereof or any option, warrant or other
right to acquire the same, was not in excess of 3,100,000. All of
such issued and outstanding shares have been validly issued, are fully
paid and nonassessable and were issued free of preemptive rights, in
compliance with any rights of first refusal, and in compliance with
all legal requirements.

Section 5.3. Authority; Enforceable Agreements. (a) Each of
---------------------------------
the Purchasers has the requisite corporate power and authority to
enter into this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by
each of the Purchasers and the consummation by each of the Purchasers
of the transactions contemplated hereby have been duly authorized by
all necessary corporate action on the part of the Purchasers.

(b) This Agreement has been duly executed and delivered by
each of the Purchasers, and (assuming due execution and delivery by
the other parties hereto) constitutes a valid and binding obligation
of each of the Purchasers, enforceable against each of the Purchasers
in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally. The other agreements and
instruments entered, or to be entered, into by any of the Purchasers
in connection with this Agreement have been, or will be, duly executed
and delivered by such Purchasers and (assuming due execution and
delivery by the other parties thereto) constitute, or will constitute,
valid and binding obligations of such Purchasers, enforceable against
such Purchasers in accordance with their terms, except as such
enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally.

Section 5.4. No Conflicts or Consents. (a) Neither the
------------------------
execution, delivery nor performance of this Agreement by any of the
Purchasers nor the consummation of the transactions contemplated
hereby (i) violate, conflict with, or result in a breach of any
provision of, constitute a default (or an event that, with notice or
lapse of time or both, would constitute a default) under, result in
the termination of, or accelerate the performance required by, or
result in the creation of any adverse claim against any of the
properties or assets of any member of the SEACOR Affiliated Group
under (A) the certificates of incorporation, by-laws or other
organizational documents of any member of the SEACOR Affiliated Group
or (B) any note, bond, mortgage, indenture, deed of trust, lease,
license, agreement or other instrument or obligation to which any
member of the SEACOR Affiliated Group is a party, or by which any of
its assets are bound, or (ii) subject to obtaining clearance under the
HSR Act, violate any order, writ, injunction, decree, judgment,
statute, rule or regulation of any governmental body to which any
member of the SEACOR Affiliated Group is subject or by which any of
its assets are bound.

(b) No consent, approval, order, permit or authorization
of, or registration, declaration or filing with, any Person or of any
government or any agency or political subdivision thereof is required
for the execution, delivery and performance by any of the Purchasers
of this Agreement and the covenants and transactions contemplated
hereby or for the execution, delivery and performance by any of the
Purchasers of any other agreements entered, or to be entered, into by
any of the Purchasers in connection with this Agreement, except for
(i)

the filing of the HSR Report by SEACOR under the HSR Act and the early
termination or expiration of applicable waiting periods thereunder and
(ii) notification to the Social Economic Council of The Netherlands.

Section 5.5. Indenture; Enforceability; No Conflicts or
------------------------------------------
Consents. (a) SEACOR had the requisite corporate power and authority
--------
to enter into the Indenture and to consummate the transactions
contemplated thereby. The execution and delivery of the Indenture by
SEACOR and the consummation by SEACOR of the transactions contemplated
thereby were duly authorized by all necessary corporate action on the
part of SEACOR.

(b) The Indenture was duly executed and delivered by
SEACOR, and (assuming due execution and delivery by the Trustee)
constitutes a valid and binding obligation of SEACOR, enforceable
against it in accordance with its terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar
laws affecting creditors' rights generally.

(c) Neither the execution, delivery nor performance of the
Indenture by SEACOR nor the consummation of the transactions
contemplated thereby (i) violate, conflict with, or result in a breach
of any provision of, constitute a default (or an event that, with
notice or lapse of time or both, would constitute a default) under,
result in a termination of, or accelerate the performance required by,
or result in the termination of, or accelerate the performance
required by, or result in the creation of any adverse claim against
any of the properties or assets of any member of the SEACOR Affiliated
Group under (A) the certificates of incorporation, by-laws or other
organizational documents of any member of the SEACOR Affiliated Group
or (B) any note, bond, mortgage, indenture, deed of trust, lease,
license, agreement or other instrument or obligation to which any
member of the SEACOR Affiliated Group is subject or by which any of
its assets are bound.

Section 5.6. Corporate Documents. SEACOR has delivered to SMIT
-------------------
true and complete copies of the certificate of incorporation and by-
laws, or other similar organizational documents, as amended or
restated through the Closing Date of each of the Purchasers.

Section 5.7. SEC Documents; Financial Statements; Liabilities.
------------------------------------------------
(a) SEACOR has filed all required reports, schedules, forms,
statements and other documents with the SEC since December 31, 1993
(the "SEACOR SEC Documents"). As of

their respective dates, the SEACOR SEC Documents complied as to form
in all material respects with the requirements of the Securities Act
or the Exchange Act, as the case may be, and the rules and regulations
of the SEC promulgated thereunder applicable to such SEACOR SEC
Documents, and none of the SEACOR SEC Documents contained any untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they
were made, not misleading.

(b) The SEACOR Financial Statements included in the SEACOR
SEC Documents have been prepared in accordance with GAAP applied on a
basis consistent with prior periods, and present fairly the financial
position of SEACOR and its Subsidiaries at the dates of the balance
sheets included therein and the results of operations and cash flows
for the periods then ended, except, in the case of the SEACOR Interim
Financial Statements, as permitted by Rule 10-01 of Regulation S-X of
the SEC. The SEACOR Interim Financial Statements reflect all
adjustments (consisting only of normal recurring adjustments) that are
necessary for a fair statement of the results for the interim periods
presented therein. No member of the SEACOR Affiliated Group has, nor
are any of their respective assets subject to, any liability,
commitment, debt or obligation (of any kind whatsoever whether
absolute or contingent, accrued, fixed, known, unknown, matured or
unmatured), except (i) as and to the extent reflected on the SEACOR
Latest Balance Sheet, (ii) as may have been incurred or may have
arisen since the date of the SEACOR Latest Balance Sheet in the
ordinary course of business and that are not material individually or
in the aggregate or (iii) as permitted by this Agreement.

Section 5.8. Absence of Certain Changes or Events. Except as
------------------------------------
set forth on Schedule 5.8, since the date of the SEACOR Latest Balance
Sheet, each member of the SEACOR Affiliated Group has conducted its
business only in the ordinary course, and has not:

(a) amended its certificate of incorporation, by-laws or
similar organizational documents;

(b) merged or consolidated with another Person (other than
a subsidiary) or acquired or agreed to acquire any Person, or sold,
leased, transferred or otherwise disposed of any material portion of
its assets except for fair value in the ordinary course of business;

expected to have a Material Adverse Effect on the SEACOR Affiliated
Group; or

(d) declared or paid any dividend or made any distribution
with respect to any of its equity interests, or redeemed, purchased or
otherwise acquired any of its equity interests, or issued, sold or
granted any equity interests or any option, warrant or other right to
purchase or acquire any such interest or effected any split or
reclassification thereof other than (i) grants of stock options or
restricted stock and issuances of shares of SEACOR Common Stock upon
the exercise of stock options or conversion of any outstanding
convertible securities, (ii) the acceptance by SEACOR of any shares in
consideration of the exercise of any stock options or in satisfaction
of any tax or tax withholding obligations of the holders of such
options, and (iii) payments within the SEACOR Affiliated Group by
entities other than SEACOR as part of its cash management program; or

(e) agreed, whether or not in writing, to do any of the
foregoing.

Section 5.9. Contracts. Except as set forth on Schedule 5.9,
---------
each Contract which any member of the SEACOR Affiliated Group is a
party that would be required to be filed as an exhibit to a report,
schedule, form, statement or other document filed by SEACOR with the
SEC (each a "SEACOR Material Contract") has been so filed and, except
as set forth on Schedule 5.8, between the date of the filing of its
most recent Quarterly Report on Form 10-Q and the Closing Date, SEACOR
has not entered into any SEACOR Material Contract other than this
Agreement. No member of the SEACOR Affiliated Group has breached, nor
is there any pending or, to the knowledge of SEACOR, threatened, claim
that it has breached, any of the terms or conditions of any of its
Material Contracts and, to the knowledge of SEACOR, no other parties
to any such Material Contract have breached any of its terms or
conditions.

Section 5.10. Litigation. Except as disclosed in a SEACOR SEC
----------
Document or listed on Schedule 5.10, there are no actions, suits,
proceedings, arbitrations or investigations pending or, to the
knowledge of SEACOR, threatened, before any court, any governmental
agency or instrumentality or any arbitration panel, against or
affecting any member of the SEACOR Affiliated Group or, to the
knowledge of SEACOR, any of the directors or officers of the
foregoing, that would have a Material Adverse Effect on SEACOR. To
the knowledge of SEACOR, no facts or circumstances exist that would be
likely to result in the filing of any such

action. No member of the SEACOR Affiliated Group is subject to any
currently pending judgment, order or decree entered in any lawsuit or
proceeding.

Section 5.11. Legality, etc. of SEACOR Securities. The SEACOR
-----------------------------------
Common Stock to be issued pursuant to this Agreement or upon
conversion of the SEACOR Convertible Note, when issued and delivered
in accordance with the terms hereof, will be duly authorized, validly
issued, fully paid and non-assessable, and free of pre-emptive rights,
in compliance with any rights of first refusal and in compliance with
all legal and NYSE requirements. The SEACOR Convertible Note to be
issued pursuant to this Agreement, when issued and delivered in
accordance with the terms hereof, will be duly authorized, validly
issued and free of pre-emptive rights, in compliance with any rights
of first refusal and in compliance with all legal and NYSE
requirements and all requirements of the Indenture and will be
entitled to the benefits of the Indenture. The issuance of the SEACOR
Common Stock and the SEACOR Convertible Note as aforesaid will not
result in any downward adjustment of any conversion or exercise price,
or any upward adjustment of any conversion or exercise ratio, or any
similar event, with respect to any securities issued by SEACOR or any
Subsidiary thereof or any option, warrant or other right to acquire
the same. The Additional Purchase Price Note to be issued pursuant to
this Agreement, when issued and delivered in accordance with the terms
hereof, will be duly authorized and validly issued and will be
entitled to the benefits of the SEACOR Guaranty, which will be duly
authorized and validly issued. At all times from and after the
execution and delivery thereof, there has not existed, nor has the
trustee or any holder of notes under the Indenture given notice to
SEACOR of, any "Default" or "Event of Default" under the Indenture and
(ii) the conversion price has not been adjusted pursuant to Section
13.05 of the Indenture.

Section 5.12. Broker's and Finder's Fee. No agent, broker,
-------------------------
Person or firm acting on behalf of SEACOR is or will be entitled to
any commission or broker's or finder's fee from any of the parties
hereto, or from any Affiliate of the parties hereto, in connection
with any of the transactions contemplated herein.

ARTICLE 6.
DELIVERIES AT CLOSING

Section 6.1. Deliveries by the Sellers. At the Closing, the
-------------------------
Sellers shall deliver or cause to be delivered to the Purchasers the
following:

(a) Copies of all governmental and other material third-
party consents, including Environmental Permits, and approvals, if
any, necessary to permit the consummation of the transactions
contemplated by this Agreement, including, but not limited to, the
transfer or obtaining of all material permits, or to permit the
continued operation of the business of the SMIT Group in relation to
the Business in substantially the same manner after the Closing Date
as immediately prior to the Closing Date and otherwise consistent with
the provisions of this Agreement.

(b) Subject to Section 6.3, bills of sale, executed and
delivered by each of the Sellers, in recordable form in the
jurisdictions in which each vessel to be sold is registered or to be
registered and, if requested by SEACOR, a deletion certificate for any
such vessel.

(c) The assignment and assumption agreement, executed and
delivered by each of the Sellers, substantially in the form of Exhibit
F hereto with respect to the Assigned Contracts (collectively, the
"Assignment and Assumption Agreement").

(d) The Registration Rights Agreement executed and
delivered by Smit Internationale Overseas B.V.

(e) The services agreement substantially in the form of
Exhibits G-1 and G-2 hereto (the "Management Services Agreements")
executed and delivered by SMIT and its Subsidiaries party thereto.

(f) The salvage and maritime contracting agreement
substantially in the form of Exhibit H hereto (the "Salvage and
Maritime Contracting Agreement") executed and delivered by SMIT and
its Subsidiaries party thereto.

(g) The license agreement substantially in the form of
Exhibit I hereto (the "License Agreement") executed and delivered by
SMIT.

(h) The bareboat charter agreement or agreements relating
to the vessels Smit Lloyd "Fame" and Smit Lloyd "Fortune"
substantially in the form of Exhibit J hereto (the "Bareboat Charter
Agreement") executed and delivered by SMIT and its Subsidiaries party
thereto.

(i) The joint venture agreement substantially in the form
of Exhibit K hereto (the "Joint Venture Agreement") executed by SMIT
and its Subsidiaries party thereto.

(j) Subject to Section 6.3, all stock certificates
representing all of the shares of capital stock of the JV Companies
owned by the Sellers, accompanied by stock powers duly executed in
blank or duly executed instruments of transfer with all necessary
stock transfer and other documentary stamps attached.

(k) The joint written instructions with SEACOR to the
Escrow Agent pursuant to Section 4 of the Escrow Agreement executed
and delivered by SMIT.

Section 6.2. Deliveries by the Purchasers. At the Closing, the
----------------------------
Purchasers shall deliver or cause to be delivered to the Sellers the
following:

(a) Copies of all governmental and other material consents
and approvals, if any, necessary to permit the consummation of the
transactions contemplated by this Agreement.

(b) Subject to Section 6.3, the Assignment and
Assumption Agreement, the Registration Rights Agreement, the
Management Services Agreements, the Salvage and Maritime Contracting
Agreement, the License Agreement, the Bareboat Charter Agreement and
the Joint Venture Agreement, each executed by the applicable
Purchasers.

(c) The joint written instructions with SMIT to the Escrow
Agent pursuant to Section 4 of the Escrow Agreement executed and
delivered by SMIT.

Section 6.3. Certain Closing Matters.
-----------------------
(a) Contemporaneously with the Closing, the parties shall,
and shall use their best efforts to cause a designated notary to,
execute and deliver in The Netherlands notarial deeds relating to the
transfer of Vessel Assets under Dutch flag.

(b) In accordance with Section 8.8 hereof, the Sellers
intend to take the actions set forth in a letter from SMIT to SEACOR
dated December 19, 1996 delivered at the Closing and make specific
reference to this Section 6.3(b) for the purpose of transferring title
to the Sellers' interests in the JV Companies to the applicable
Purchasers as contemplated hereby.

(c) Notwithstanding anything to the contrary contained in
this Agreement, (i) the closing of the sale and purchase (the "Chilean
Closing") of the Sellers' interest in Ultragas (the "Ultragas
Interest") shall take place on the Chilean Closing

Date, (ii) the number of shares of SEACOR Common Stock deliverable at
the Closing shall be reduced by 31,517, representing the number of
such shares allocated to the Ultragas Interest on Schedule 3.5(a), and
no instruments evidencing the transfer of the Ultragas Interest shall
be delivered by the Sellers at the Closing, (iii) such shares shall be
delivered to SMIT International Overseas B.V., at the direction and
for the benefit of the applicable Seller, on the Chilean Closing Date
against delivery to the applicable Purchaser of such evidence of the
transfer of the Ultragas Interest to such Purchaser as shall be
reasonably satisfactory to such Purchaser, (iv) all representations
and warranties of the Sellers with respect to the Ultragas Interest or
Ultragas contained herein shall be deemed to have been made at both
the Closing Date and the Chilean Closing Date, (v) any Assumed
Liabilities with respect to the Ultragas Interest shall be assumed by
the applicable Purchaser as of the Chilean Closing Date, and (vi) in
the event that the Chilean Closing does not occur on the Chilean
Closing Date (or such other date as SMIT and SEACOR may otherwise
agree upon), without limiting any Person's rights or remedies for
breach of contract in connection therewith, this Agreement shall be
amended to properly adjust the Additional Purchase Price payable
hereunder and to otherwise reflect the exclusion of such asset from
the purchase and sale transactions contemplated hereby.

ARTICLE 7.
INDEMNIFICATION AND RELATED MATTERS

Section 7.1. Indemnification. (a) The Sellers agree to
---------------
indemnify and hold the Purchasers harmless from and against any and
all liabilities, obligations, damages, losses, deficiencies, costs,
penalties, interest and expenses (collectively, "Losses") arising out
of, based upon, attributable to or resulting from:

(i) any misrepresentation, breach of warranty or non-ful-
fillment of any agreement on the part of the Sellers under
the terms of this Agreement or the Bills of Sale or the
Assignment and Assumption Agreements (collectively, the
"Related Documents");

(ii) the failure of the Sellers to pay or discharge any
Retained Liabilities; and

(iii) all actions, suits, proceedings, demands,
assessments, judgments, costs, penalties and expenses,
including reasonable attorneys' fees, incident to the
foregoing.

(b) The Purchasers agree to indemnify and hold the Sellers
harmless from and against any and all Losses arising out of, based
upon, attributable to or resulting from:

(i) any misrepresentation, breach of warranty or non-
fulfillment of any agreement on the part of the Purchasers
under the terms of this Agreement or any of the Related
Documents;

(ii) any claim that arises from the Purchasers' ownership
of the Owned Vessels or ownership of equity interests in, or
operation of the JV Companies subsequent to the Closing
Date;

(iii) the failure of the Purchasers to pay or discharge any
liabilities expressly assumed by the Purchasers pursuant to
Section 3.3 hereof;

(iv) the failure of any member of the SEACOR Affiliated
Group that uses the name "Smit" in its corporate name or its
business to pay or discharge any liabilities arising out of
or based upon any business or activities thereof other than
the Business and other than any transaction contemplated
hereby, in each case to the extent that liability therefor
shall have been improperly asserted against SMIT or an
Affiliate thereof; and

(v) all actions, suits, proceedings, demands, assessments,
judgments, costs, penalties and expenses, including
reasonable attorneys' fees, incident to the foregoing.

Section 7.2. Procedures for Indemnification. Whenever a claim
------------------------------
shall arise for indemnification under Section 7.1 of this Agreement
(with the exception of claims for litigation expenses in respect of a
litigation as to which a notice of claim, as provided below in this
Section 7.2, has previously been given, which expenses shall be funded
on an ongoing basis), the party entitled to indemnification (the
"Indemnified Party") shall promptly notify the party from whom
indemnification is sought (the "Indemnifying Party") of such claim
and, when known, the facts constituting the basis for such claim;
provided, however, that in the event of any claim for indemnification
-------- -------
hereunder resulting from or in connection with any claim or legal
proceedings by a third party (a "Third Party Assertion"), the
Indemnified Party shall give such notice thereof to the Indemnifying
Party not later than ten (10) business days prior to

the time any response to the Third Party Assertion is required, if
possible, and in any event within five (5) Business Days following
receipt of notice thereof. In the event of any such claim for
indemnification resulting from or in connection with a Third Party
Assertion, the Indemnifying Party may, at its sole cost and expense,
assume the defense thereof; provided, however, that the Indemnifying
-------- -------
Party shall first have agreed in writing that it does not and will not
contest its responsibility for indemnifying the Indemnified Party in
respect of Losses, attributable to such Third Party Assertion in
accordance with the terms hereof. If an Indemnifying Party assumes
the defense of any such Third Party Assertion, the Indemnifying Party
shall be entitled to select counsel, which counsel shall be reasonably
acceptable to the Indemnified Party, be obligated to pay the
reasonable costs (including reasonable attorney's fees and expenses)
incurred by the Indemnified Party in defending such Third Party
Assertion between the date of the commencement of such Third Party
Assertion and the date of the Indemnifying Party's assumption of such
defense and take all steps necessary in the defense thereof; provided,
--------
however, that no settlement shall be made without the prior written
-------
consent of the Indemnified Party, which consent shall not be
unreasonably withheld (and if the Indemnified Party shall withhold its
consent to any monetary settlement proposed by the Indemnifying Party
and which the other party to the action has indicated it is prepared
to accept, the Indemnified Party shall in no event be deemed for
purposes of this Agreement to have suffered Losses in connection with
such claim or proceeding in excess of the proposed amount of such
settlement); provided, further, that the Indemnified Party may, at its
-------- -------
own expense, participate in any such proceeding with the counsel of
its choice without any right of control thereof. So long as the
Indemnifying Party is in good faith defending such Third Party
Assertion, the Indemnified Party shall not compromise or settle such
claim without the prior written consent of the Indemnifying Party,
which consent shall not be unreasonably withheld. If the Indemnifying
Party does not assume the defense of any such Third Party Assertion in
accordance with the terms hereof, the Indemnified Party may defend
against such Third Party Assertion in such manner as it may deem
appropriate, including, but not limited to, settling such Third Party
Assertion (after giving prior written notice of the same to the
Indemnifying Party and obtaining the prior written consent of the
Indemnifying Party, which consent shall not be unreasonably withheld)
on such terms as the Indemnified Party may deem appropriate, and the
Indemnifying Party will promptly indemnify the Indemnified Party in
accordance with the provisions of this Section 7.2; provided, however,
-------- -------
that if the Indemnified Party does not obtain the prior written
consent of the Indemnifying Party to any such settlement,

and such written consent is not unreasonably withheld by the
Indemnifying Party, the Indemnified Party shall not be entitled to
indemnification hereunder from such Indemnifying Party with respect to
the claim settled.

Section 7.3. Certain Limitations on Remedies. (a) Neither the
-------------------------------
Sellers nor the Purchasers shall have any liability under this Article
7 unless the aggregate amount of Damages to the party (and/or its
Affiliates) seeking indemnification under this Article 7 exceeds
$100,000 in the aggregate (in which event such party shall have
liability for the total amount of Damages, including the first
$100,000).

(b) The aggregate liability of the Sellers under this
Article 7 shall be limited to the value of 50% of the Purchase Price
paid by the Purchasers, and the aggregate liability of the Purchasers
under this Article 7 shall be limited to such value; provided,
--------
however, to the extent that such liabilities for the Purchasers or
-------
Sellers exceed in the aggregate 50% of the Initial Purchase Price,
such liabilities shall not be payable by the Purchasers or Sellers, as
applicable, unless and until the Additional Purchase Price is paid
hereunder and, provided further, to the extent that , in the case of
-------- -------
the Sellers, such liabilities exceed in the aggregate the amount of
cash paid to the Sellers as part of the Purchase Price hereunder, the
Sellers may transfer to the Purchasers in satisfaction of such
liabilities shares of SEACOR Common Stock and/or all or a portion of
the SEACOR Convertible Note and/or all or a portion of the Additional
Purchase Price Note, with shares of SEACOR Common Stock being valued
for this purpose at $49.16 per share (as properly adjusted to reflect
any stock split, subdivision, combination, reclassification, merger or
similar event) plus accrued but unpaid dividends and other
distributions thereon and with the SEACOR Convertible Note (or portion
thereof) and the Additional Purchase Price Note (or portion thereof)
being valued at its principal amount plus accrued but unpaid interest
thereon.

(c) The aggregate liability of the Sellers under this
Article 7 for all Losses in respect of any representations or
warranties with respect to a JV Company or an Owned Vessel shall be
limited to the amount of the Purchase Price allocated to such JV
Company or Owned Vessel on Schedule 3.5; provided, however, that such
-------- -------
aggregate liability with respect to Supplylink (U.K.) Ltd. and
Supplylink International B.V. shall be limited to $2,000,000.

(d) Notwithstanding the foregoing, the limitations of this
Section 7.3 shall not limit, restrict or impair any claim

(A) by the Sellers or the Purchasers or their respective Affiliates
against the other for indemnification pursuant to this Article 7
relating to or arising out of any Third Person Assertion, (B) by the
Purchasers or any of their Affiliates against the Sellers for
indemnification pursuant to this Article 7 relating to or arising out
of clauses (ii) and (iii) (to the extent relating to matters covered
by clause (ii)) of Section 7.1(a) or (C) by the Sellers or any of
their Affiliates against the Purchasers for indemnification pursuant
to this Article 7 relating to or arising out of clauses (ii), (iii),
(iv) and (v) (to the extent relating to matters covered by clause
(ii), (iii) or (iv)) of Section 7.1(b).

(e) Notwithstanding anything to the contrary contained in
this Article 7, there shall be no right to indemnification under this
Article 7 in respect of any Losses to the extent that an adjustment
has been made therefor under Section 3.6.

(f) Each party shall use, and shall cause its Affiliates to
use, commercially reasonable efforts to mitigate any and all Losses in
respect of which it or its Affiliates may be entitled to
indemnification hereunder.

Section 7.4. Exclusivity. The remedy of indemnification
-----------
pursuant to this Article 7 shall be the sole and exclusive remedy of
the Purchasers and the Sellers for Losses arising out of any breach,
violation or failure to comply with the terms of this Agreement or the
Related Documents or transactions effected thereby.

Section 7.5. Survival. All covenants and all representations and
--------
warranties contained herein shall survive indefinitely the execution
and delivery of this Agreement, the Closing and the completion of the
transactions contemplated herein, regardless of any investigation made
by the parties hereto; provided, however, that (i) the representations
-------- -------
and warranties of the Sellers contained in Article 4 hereof (other
than those contained in Sections 4.2, 4.3, 4.5 and 4.12) and the
representations and warranties of the Purchasers contained in Article
5 hereof (other than those contained in Sections 5.1, 5.2, 5.3, 5.5,
5.6 and 5.11) shall expire on December 31, 1998. From and after the
expiration of such respective representations and warranties of the
Sellers and the Purchasers in accordance with the immediately
preceding sentence, none of the Sellers or the Purchasers or any of
their respective Affiliates shall be under any liability whatsoever
with respect to any such representation or warranty or any obligation
or liability based upon such representation or warranty, except for
breaches as to

which a party shall have given notice (specifying with reasonable
particularity facts establishing such breach) to the other parties
prior to the expiration date. This Section 7.5 shall have no effect
upon any other obligation of the parties hereto.

Section 7.6. Confidentiality. (a) Between the Closing Date and
---------------
the third anniversary of such date, the Purchasers and their
Affiliates will hold, and will use their best efforts to cause their
respective officers, directors, employees, accountants, counsel,
consultants, advisors and agents to hold, in confidence, unless
compelled to disclose by judicial or administrative process or by
other requirements of law, all confidential documents and information
concerning the Sellers furnished to the Purchasers or their Affiliates
in connection with the transactions contemplated by this Agreement,
except to the extent that such information can be shown to have been
(i) previously known on a nonconfidential basis by the Purchasers,
(ii) in the public domain through no fault of the Purchasers or
(iii) later lawfully acquired by the Purchasers from sources other
than the Sellers; provided, however, that the Purchasers may disclose
-------- -------
such information to their officers, directors, employees, accountants,
counsel, consultants, advisors and agents in connection with the
transactions contemplated by this Agreement, so long as such Persons
are informed by the Purchaser of the confidential nature of such
information and are directed by the Purchasers to treat such
information confidentially. The obligation of the Purchasers and
their Affiliates to hold any such information in confidence shall be
satisfied if they exercise the same care with respect to such
information as they would take to preserve the confidentiality of
their own similar information.

(b) Between the Closing Date and the third anniversary of
such date, the Sellers and their Affiliates will hold, and will use
their best efforts to cause their respective officers, directors,
employees, accountants, counsel, consultants, advisors and agents to
hold, in confidence, unless compelled to disclose by judicial or
administrative process or by other requirements of law, (i) all
confidential documents and information concerning the Purchasers
furnished to the Sellers or their Affiliates in connection with the
transactions contemplated by this Agreement and (ii) with respect to
the Business, all confidential documents and information in their
possession, except to the extent that, with respect to the information
referred to in clause (i) above, such information can be shown to have
been (i) previously known on a nonconfidential basis by the Sellers,
(ii) in the public domain through no fault of the Sellers or
(iii) later lawfully acquired by the Sellers from sources other than
the Purchaser;

provided, however, that the Sellers may disclose such information to
-------- -------
its officers, directors, employees, accountants, counsel, consultants,
advisors and agents in connection with the transactions contemplated
by this Agreement, so long as such Persons are informed by the Sellers
of the confidential nature of such information and are directed by the
Sellers to treat such information confidentially. The obligation of
the Sellers and their Affiliates to hold any such information in
confidence shall be satisfied if they exercise the same care with
respect to such information as they would take to preserve the
confidentiality of their own similar information.

ARTICLE 8.
CERTAIN COVENANTS

Section 8.1. Non-Competition. (a) SMIT agrees that it shall
---------------
not, and shall cause its Subsidiaries not to, compete with Purchaser
for the period of 36 months from and after the Closing Date. During
such period, SMIT and its Subsidiaries shall not, without the prior
written consent of SEACOR, market "Offshore Vessels" (as hereinafter
defined), whether owned or chartered-in, for use in (i) transporting
supplies, materials, waste and personnel to and from rigs engaged in
offshore oil and gas exploration and production, (ii) interfield and
intrafield towing of semi-submersible rigs and pipeline barges, (iii)
providing standby safety services or (iv) supporting seismic or
geophysical research and activity (collectively, "Offshore Vessel
Services"). Further, during such period SMIT and its Subsidiaries
shall not, directly or indirectly, acquire or construct any new
Offshore Vessels and shall not, directly or indirectly, operate or
manage Offshore Vessels for third parties, excluding any vessels which
are the subject of such vessel management agreements in force as of
October 14, 1996 and as listed on Schedule 8.1(a). If during such 36-
month period, SMIT and its Subsidiaries were to take any action which,
directly or indirectly, would put it in competition with SEACOR, or
result in managing Offshore Vessels or providing technical services
for Offshore Vessels for any party other than the Purchasers or those
vessels under management on October 14, 1996, in addition to any other
rights the Purchaser may have in law or in equity, the Purchasers
shall have the right to terminate any and all management or technical
services agreements with Sellers or any of their Affiliates.

(b) As used in this Section 8.1, the term "Offshore Vessel"
shall refer to platform supply vessels, offshore supply vessels,
towing supply vessels, anchor handling supply vessels,

crew boats, as those terms are commonly used in the offshore trades.

(c) SEACOR agrees that it shall not, and shall cause its
Subsidiaries not to, compete with the SMIT or its Subsidiaries for the
period of 36 months from and after the Closing Date. During such
period, SEACOR and its Subsidiaries shall not, without the prior
written consent of SMIT, market Offshore Vessels, whether owned or
chartered in, for use in maritime salvage activities, either on any
form of "no cure-no pay" salvage agreement, or under any common law or
statute, or under any form of wreck removal contract; provided,
--------
however, in the event that SEACOR or any of its Subsidiaries acquires
-------
a Person or business which includes, but a majority of the fair value
of which on the date of acquisition does not relate to, the operation
of a maritime salvage business, the restrictions contained in this
Section 8.1(c) shall not apply to the operation of such maritime
salvage business (including any growth in such business following such
acquisition) and, provided, further, the restrictions contained in
-------- -------
this Section 8.1(c) shall not apply to any maritime salvage activities
that may be engaged in or contracted for by SEACOR or its Subsidiaries
under the terms of the Salvage and Maritime Contracting Agreement.

Section 8.2. Nomination of SMIT's Board Designee. With respect
-----------------------------------
to the year 1997 and any subsequent year thereafter at the beginning
of which SMIT and its Affiliates collectively beneficially own the
Requisite Amount (as defined below), SEACOR shall use reasonable
commercial efforts (whether or not any dispute shall be pending with
respect to this Agreement or any of the transactions contemplated
hereby) to nominate, support the election of and cause the election of
one person designated by SMIT to serve on SEACOR's Board of Directors,
which designation shall be made by SMIT by written notice to SEACOR
after prior consultation with SEACOR. For purposes hereof, SMIT and
its Affiliates shall collectively beneficially own the Requisite
Amount on any date if the number of shares of SEACOR Common Stock
beneficially owned by SMIT and its Affiliates on such date plus the
number of shares of SEACOR Common Stock issuable upon conversion of
the SEACOR Convertible Note owned by SMIT and its Affiliates on such
date equals at least 5% of all the shares of SEACOR Common Stock
outstanding on such date.

Section 8.3. SEACOR Form 8-K Information. The Sellers agree to
---------------------------
provide to SEACOR, not later than 30 days after the Closing Date, all
financial and other information with respect to the Sellers' Business,
Acquired Assets and the JV Companies for any Pre-Closing Period as
shall be necessary, in the reasonable

judgment of SEACOR, its accountants or its counsel, for inclusion in
any Current Report on Form 8-K, or any amendment thereto, to be filed
by SEACOR with the SEC in respect of the transactions contemplated
hereby.

Section 8.4. Offers of Employment. All of the employees of the
--------------------
Sellers who are listed on Schedule 8.4 were offered employment with
one of the Purchasers as of the Closing Date upon terms and conditions
similar to those of other employees of the Purchasers of their
Affiliates in like positions in comparable geographic regions. The
Purchasers reserve the right to specify the physical location of such
employment.

Section 8.5. Certain Assignments. To the extent that (i) any of
-------------------
the Contracts or other intangible assets used in the Business would
terminate or be terminable at the election of another Person if
assigned to a Purchaser or Purchasers as contemplated by this
Agreement, as the case may be, without the consent of another Person,
or (ii) the assignment of Contracts or other intangible assets
pursuant to this Agreement would violate applicable law, this
Agreement shall not be deemed (nor shall it be deemed to require) an
assignment or an attempted assignment thereof if such consent shall
not have been obtained or if compliance with applicable law shall not
have been effected, as the case may be, prior to the Closing. In such
event, the Sellers agree to cooperate with the Purchasers in
subsequently seeking such consent or compliance and, until and unless
such consent or compliance is obtained, in any reasonable arrangements
designed to provide to the Purchasers after the Closing the benefits
under any such Contract or intangible asset, including by consenting
to the enforcement by any of the Purchasers, in the name of any of the
Sellers, of any and all rights of the Sellers against each other party
thereto. To the extent that the Buyer is provided the net benefits,
pursuant to this Section 8.5 of any Contract or intangible asset
(which shall be equal to the gross revenues derived from such Contract
or intangible asset less the (i) reasonable out-of-pocket costs and
other costs and expenses directly attributable to the provision of
services or the performance of other obligations under such Contract
or intangible right), the Purchasers shall perform for the benefit of
the other party or parties thereto the obligations of the Sellers
thereunder or in connection therewith. Nothing contained in this
Section 8.6 shall limit or restrict the Purchasers from obtaining
indemnification hereunder for Losses to the extent that the
arrangements made or benefits obtained pursuant to this Section 8.6 do
not provide the economic equivalent to the Purchasers of having
obtained the requisite consents.

Section 8.6. Certain Guarantees. (a) SEACOR hereby guarantees
------------------
the due and punctual performance by each of the Purchasers of all such
Purchaser's obligations under this Agreement and agrees that Sellers
need not pursue any remedy against any such Purchaser for breach of
this Agreement prior to proceeding directly against SEACOR hereunder.

(b) SMIT hereby guarantees that due and punctual
performance by each of the Sellers of all of such Seller's obligations
under this Agreement and agrees that Purchasers need not pursue any
remedy against any such Seller for breach of this Agreement prior to
proceeding directly against SMIT hereunder.

Section 8.7. Limitation on Representations. Except as set forth
-----------------------------
in this Agreement, no representations, warranties or guaranties have
been, are being or shall be made by any Seller as to the quality,
condition, character, size, quantity, type, earnings, revenues,
expenses, suitability or value of any of the Acquired Assets or any of
the JV Companies or any of the subsidiaries thereof or any of the
properties owned, leased or used by any of the JV Companies or any of
the subsidiaries thereof and ALL REPRESENTATIONS, WARRANTIES OR
GUARANTIES IMPLIED OR OTHERWISE CREATED UNDER ANY APPLICABLE LAW ARE
EXPRESSLY DISCLAIMED BY THE SELLERS. Without limiting the generality
of the foregoing, no representations, warranties or guaranties have
been, are being or shall be made by any Seller as to any offering or
descriptive materials relating to the Acquired Assets or the
transactions contemplated hereby.

Section 8.8. Further Assurances by the Sellers. From time
---------------------------------
to time after the Closing Date, the Sellers will, at the request and
with the cooperation of the Purchasers, execute and deliver such other
and further instruments of sale, assignment, transfer and conveyance
and take such other and further action as the Purchasers may
reasonably request as are necessary or desirable to vest, perfect or
confirm of record in the Purchasers the title to any Acquired Assets
as contemplated hereby.

ARTICLE 9.
REGULATION S UNDERTAKINGS

Section 9.1. Compliance with United States Securities Laws.
---------------------------------------------
Each of the Sellers and, in the case of clause (iii) below, each of
the Purchasers understands and acknowledges that (i) the Securities
have not been and will not be registered under the Securities Act
(except as set forth in the Registration Rights Agreement), or under
any state securities or blue sky laws, and may not be offered, sold,
transferred, pledged or otherwise disposed of, in the United States or
to, or for the account or benefit of, any "U.S. person" (as defined in
Rule 902(o) of Regulation S) unless such Securities are registered
under the Securities Act and any applicable state securities or blue
sky laws or exemptions from the registration requirements of such laws
are available, (ii) the Securities are being offered and sold in a
manner intended to comply with the conditions contained in Regulation
S, which permits securities to be sold to persons who are not "U.S.
persons" in "offshore transactions" (as defined in Rule 902(i) of
Regulation S), subject to certain terms and conditions and (iii) none
of the Sellers is acquiring the Securities in any transaction or
series of transactions that, although in technical compliance with
Regulation S, is part of a plan or scheme to evade the registration
provisions of the Securities Act.

Section 9.2. Status of Seller. Each of the Sellers that is
----------------
acquiring Securities is acquiring such Securities for its own account
or for persons or accounts as to which it exercises investment
discretion for investment purposes only and not for any trading or
arbitrage purposes and not with a view to, or for sale in connection
with, any distribution of the Securities at any particular time or at
any particular price. Neither such Seller nor such person or account
is a "U.S. person" or is acquiring the Securities for the account or
benefit of any "U.S. person." Each of the Sellers has executed this
Agreement outside the United States, and at the time the decision to
acquire the Securities was made or communicated to the Purchasers, the
Seller was outside the United States. Each of the Sellers acquiring
Securities (and any person or account on whose behalf such Seller is
acquiring Securities) is knowledgeable, sophisticated and experienced
in making, and is qualified to make decisions with respect to
investments in restricted securities (such as the Securities) and has
requested, received, reviewed and considered all information it deems
relevant in making a decision to execute this Agreement and to
purchase the Securities. To the extent that any certificate
representing the Securities is registered in

the name of any nominee of any of the Sellers, such Seller confirms
that such nominee is acting solely as its custodian.

Section 9.3. Restrictions on Resale. For a period (the
----------------------
"Restricted Period") of forty (40) days following the Closing Date
(which Restricted Period shall expire not earlier than midnight (New
York time) on January 29, 1997) each of the Sellers that is acquiring
Securities shall not engage in any activity for the purpose of, or
which may reasonably be expected to have the effect of, conditioning
the market in the United States for the Securities, or offer, sell,
transfer, pledge or otherwise dispose of the Securities, in the United
States or to, or for the account or benefit of a "U.S. person." Each
of such Sellers understands and agrees that the Securities are only
transferable on the books and records of SEACOR and its transfer agent
and that SEACOR and the transfer agent will not register any transfer
of the Securities which the Company in good faith believes violates
the restrictions set forth herein. Any proposed offer, sale,
transfer, pledge or other disposition of any of the Securities prior
to the end of the Restricted Period shall be subject to the condition
that each of the Sellers must deliver to the Company (i) a written
certification that the Securities have not been offered or sold in the
United States or to, or for the account or benefit of, any "U.S.
person," by such Seller (ii) a written certification of the proposed
transferee that such transferee (or any account for which such
transferee is acquiring such Securities) is not a "U.S. person," is
not acquiring such Securities for the account or benefit of any "U.S.
person," is acquiring such Securities for such transferee's own
account (or an account over which it has investment discretion) for
investment purposes only and not for any trading or arbitrage purposes
and not with a view to, or for sale in connection with, any
distribution of the Securities at any particular time or at any
particular price, and that such transferee is knowledgeable of and
agrees to be bound by the provisions of Regulation S and the terms of
Section 9.3 and 9.5 of this Agreement during the Restricted Period and
(iii) a written opinion of United States legal counsel, in form and
substance satisfactory to the Company, to the effect that such offer,
sale, transfer, pledge or other disposition of such Securities is
exempt from registration under the Securities Act. Each of the
Sellers that is acquiring Securities will not, directly or indirectly,
offer, sell, pledge, transfer or otherwise dispose of (or solicit any
offers to buy, purchase or otherwise acquire or take a pledge,
transfer or otherwise dispose of (or solicit any offers to buy,
purchase or otherwise acquire or take a pledge of) its rights under
this Agreement or Securities otherwise than in compliance with the
Securities Act, any applicable state securities or blue sky laws

and any applicable securities laws of jurisdictions outside the United
States, and the rules and regulations promulgated thereunder.

Section 9.4. Sales by Sellers in the United States. Each of the
-------------------------------------
Sellers that is acquiring Securities acknowledges that if it sells all
or any part of the Securities in the United States, such Seller
(and/or certain persons who participate in any such sale) may be
deemed, under certain circumstances, to be an "underwriter" as defined
in Section 2(11) of the Securities Act. Prior to offering or selling
all or any part of the Securities in the United States each of the
Sellers that is acquiring Securities understands that it should
consult with United States legal counsel in order to determine its
liabilities and obligations under this Agreement, the Securities Act
and any applicable state securities or blue sky laws.

Section 9.5. Prohibition of Certain Trading Transactions. Each
-------------------------------------------
of the Purchasers: (i) has not engaged (and has not permitted any of
its Affiliates or any person acting on its behalf or on behalf of its
Affiliates to engage) with respect to the Securities in any "directed
selling efforts" (as defined in Regulation S) in or directed towards
the United States, (ii) has complied with all "offering restrictions"
(as defined in Rule 902(h) of Regulation S) in respect of the
Securities, (iii) has not made any offers of any of the Securities in
the United States or to, or for the account or benefit of, any "U.S.
person," and (iv) has not made any offers of any of the Securities to
any person other than the Sellers.

ARTICLE 10.
MISCELLANEOUS

Section 10.1. Notices. All notices hereunder must be in writing
-------
and will be deemed to have been duly given upon receipt of hand
delivery; certified or registered mail; return receipt requested; or
telecopy transmission with confirmation of receipt:

(a) If to the Purchasers:

c/o SEACOR Holdings, Inc.
1370 Avenue of the Americas
New York, New York 10019
Attention: Mr. Charles Fabrikant
Telecopy No.: (212) 582-8522

with a copy to: Mr. Randall Blank

and to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attention: David E. Zeltner, Esq.
Telecopy No.: (212) 310-8180

(b) If to the Sellers:

c/o SMIT Internationale N.V.
Zalmstraat 1
3016 DS Rotterdam
The Netherlands
Attention: Mr. Antoon W. Kienhuis
Telecopy No.: (31) 10-454-92-68

with a copy to: Mr. Cees W.D. Bom

and to:

Sidley & Austin
875 Third Avenue
New York, New York 10022
Attention: Myles C. Pollin, Esq.
Telecopy No.: (212) 906-2021

Such names, addresses and telecopy numbers may be changed by written
notice to each person listed above.

Section 10.2. Governing Law. This Agreement shall be governed
-------------
by, construed and interpreted in accordance with the laws of the State
of New York, regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof. This Agreement
has been executed and delivered in Rotterdam, The Netherlands.

Section 10.3. Counterparts. This Agreement may be executed in
------------
counterparts, each of which will be deemed an original but all of
which together will constitute one and the same instrument.

Section 10.4. Interpretation. When a reference is made in this
--------------
Agreement to a Section, Exhibit or Schedule, such reference shall be
to a Section of, or an Exhibit or Schedule to, this Agreement unless
otherwise indicated. The table of contents and headings contained in
this Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Agreement. Whenever the
words "include,"

"includes" or "including" are used in this Agreement, they shall be
deemed to be followed by the words "without limitation."

Section 10.5. Entire Agreement; Severability. (a) This
------------------------------
Agreement, including the Exhibits and Schedules hereto, embodies the
entire agreement and understanding of the parties hereto in respect of
the subject matter contained herein. This Agreement supersedes all
prior agreements and understandings (whether written or oral) between
the parties with respect to such subject matter, including the letter
of intent dated October 14, 1996, as amended.

(b) If any provision of this Agreement is determined to be
invalid or unenforceable, in whole or in part, it is the parties'
intention that such determination will not be held to affect the
validity or enforceability of any other provision of this Agreement,
which provisions will otherwise remain in full force and effect.

Section 10.6. Amendment and Modification. This Agreement may be
--------------------------
amended or modified only by written agreement of the parties hereto.

Section 10.7. Extension; Waiver. At any time prior to the
-----------------
Closing Date, the parties may (a) extend the time for the performance
of any of the obligations or other acts of the other parties, (b)
waive any inaccuracies in the representations and warranties contained
in this Agreement or in any document delivered pursuant to this
Agreement or (c) waive compliance with any of the agreements or
conditions contained in this Agreement. The failure of a party to
insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver or deprive that party of the
right thereafter to insist upon strict adherence to that term or any
other term of this Agreement. No waiver of any breach of this
Agreement shall be held to constitute a waiver of any other or
subsequent breach. Any waiver must be in writing.

Section 10.8. Binding Effect; Benefits. This Agreement will
------------------------
inure to the benefit of and be binding upon the parties hereto and
their respective successors and assigns. Nothing in this Agreement,
express or implied, is intended to confer on any Person other than the
parties hereto and their respective successors and assigns (and, to
the extent provided in Section 7.1, the Indemnified Parties and their
successors and assigns) any rights, remedies, obligations or
liabilities under or by reason of this Agreement.

Section 10.9. Assignability. This Agreement is not assignable
-------------
by any party hereto without the prior written consent of the other
parties.

Section 10.10. Expenses. Each of the parties hereto shall pay
--------
all of its own expenses relating to the transactions contemplated by
this Agreement, including without limitation the fees and expenses of
its own financial, legal and tax advisors, except as expressly set
forth in Article 7.

Section 10.11. Gender and Certain Definitions. All words used
------------------------------
herein, regardless of the number and gender specifically used, shall
be deemed and construed to include any other number, singular or
plural, and any other gender, masculine,
feminine or neuter, as the context requires.

IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first written above.

PURCHASERS:

SEACOR HOLDINGS, INC.

By:/s/John Gellert
-----------------------------------------------
Name: John Gellert
Title: Attorney-in-Fact

SEACOR-SMIT OFFSHORE I B.V.

By:/s/John Gellert
------------------------------------------
Name: John Gellert
Title: Attorney-in-Fact

SEACOR-SMIT (AQUITAINE) LTD.

By:/s/Keith Gregory
------------------------------------------
Name: Keith Gregory
Title: Vice President

SELLERS:

SMIT INTERNATIONALE N.V.

By:/s/Karel Kaffa
-----------------------------------------------
Name: Karel Kaffa
Title: Area Manager

SMIT INTERNATIONAL SINGAPORE PTE. LTD.

By:/s/Cees W.D. Bom
-----------------------------------------------
Name: Cees W.D. Bom
Title: Authorized Signatory

SMIT INTERNATIONAL (TRINIDAD) LIMITED

By:/s/Cees W.D. Bom
-----------------------------------------
Name: Cees W.D. Bom
Title: Authorized Signatory

SMIT LLOYD B.V.

By:/s/Henk Kievit
-----------------------------------------
Name: Henk Kievit
Title: General Manager Offshore Shipping

SMIT LLOYD BEHEER ANTILLES OFFSHORE N.V.

By:/s/Cees W.D. Bom
-----------------------------------------
Name: Cees W.D. Bom
Title: Authorized Signatory

SMIT INTERNATIONAL AMERICAS, INC.

By:/s/ Cees W.D. Bom
---------------------------------------------
Name: Cees W.D. Bom
Title: Authorized Signatory

MAASMAIN B.V.

By:/s/Henk Kievit
---------------------------------------------
Name: Henk Kievit
Title: General Manager Offshore Shipping

SMIT LLOYD (ANTILLES) N.V.

By:/s/Cees W.D. Bom
-----------------------------------
Name: Cees W.D. Bom
Title: Authorized Signatory

SMIT-LLOYD (U.K.) LTD.

By:/s/Cees W.D. Bom
-----------------------------
Name: Cees W.D. Bom
Title: Authorized Signatory

SMIT INTERNATIONAL GROUP (U.K.) LTD.

By:/s/Cees W.D. Bom
----------------------------------
Name: Cees W.D. Bom
Title: Authorized Signatory

SMIT-LLOYD ODIN B.V.

By:/s/Henk Kievit
---------------------------------
Name: Henk Kievit
Title: General Manager Offshore Shipping

AUVERGNE SHIPPING COMPANY S.A.

By:/s/Willem H. Kanis
----------------------------------
Name: Willem H. Kanis
Title: Director

BRETAGNE SHIPPING COMPANY S.A.

By:/s/Willem H. Kanis
----------------------------------
Name: Willem H. Kanis
Title: Director

LAZIO SHIPPING COMPANY S.A.

By:/s/ Willem H. Kanis
----------------------------------
Name: Willem H. Kanis
Title: Director

LOMBARDIA SHIPPING COMPANY S.A.

By:/s/ Willem H. Kanis
----------------------------------
Name: Willem H. Kanis
Title: Director

PICARDI SHIPPING COMPANY S.A.

By:/s/Willem H. Kanis
----------------------------------
Name: Willem H. Kanis
Title: Director

UMBRIA SHIPPING COMPANY S.A.

By:/s/Willem H. Kanis
----------------------------------
Name: Willem H. Kanis
Title: Director

NYFS11...:\93\73293\0013\1645\AGRN086A.38L

<PAGE>

INVESTMENT AND REGISTRATION RIGHTS AGREEMENT

INVESTMENT AND REGISTRATION RIGHTS AGREEMENT, dated December 19,
1996 (this "Agreement"), among SEACOR Holdings, Inc., a Delaware
corporation (the "Company"), and Smit International Overseas B.V., a
corporation organized under the laws of The Netherlands (initially the
"Holder"; together with other holders from time to time of Registrable
Securities (as defined herein) hereunder, the "Holders").

W I T N E S S E T H :
-------------------
WHEREAS, pursuant to the terms set forth in a certain asset
purchase agreement of even date herewith (the "Purchase Agreement"),
among the Company, the subsidiaries of the Company listed on Exhibit A
thereto, SMIT Internationale N.V., a corporation organized under the
laws of The Netherlands ("SMIT"), and the subsidiaries of SMIT listed
on Exhibit B thereto, providing for the issuance and sale by the
Company of (i) a number (determined as set forth in the Purchase
Agreement) of shares of common stock, $.01 par value per share (the
"Common Stock"), of the Company (the "Shares") and (ii) an aggregate
principal amount (determined as set forth in the Purchase Agreement)
of 5-3/8% Convertible Subordinated Notes due November 15, 2006 of the
Company (the "Notes"; the Shares, the Notes and the shares of Common
Stock issuable upon conversion of the Notes referred to collectively
as the "Securities"); and

WHEREAS, pursuant to the Purchase Agreement, the Holder shall
receive such number and type of Securities set forth opposite such
Holder's name, as applicable, on Annex I hereto plus such additional
Securities as shall be issuable after the date hereof pursuant to the
Purchase Agreement (and promptly after each such issuance Annex I
shall be amended by the parties hereto to reflect such issuance);

WHEREAS, the Securities will be issued and sold to the Holders
pursuant to the Purchase Agreement without registration under the
Securities Act in reliance on one or more applicable exemptions from
such registration, and the Company and the Holders desire to provide
for the registration of the resale by the Holders of Registrable
Securities (as hereinafter defined) from time to time, upon the terms
and subject to conditions set forth below; and

WHEREAS, it is intended by the Company and the Holders that this
Agreement shall become effective immediately upon the issuance and
sale to the Holder of Securities pursuant to the Purchase Agreement.

<PAGE>

NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, the parties hereto, intending to be
legally bound, hereby agree as follows:

Section 1. Certain Other Definitions. All capitalized terms
-------------------------
used but not defined in this Agreement shall have the respective
meanings ascribed to such terms in the Purchase Agreement. As used in
this Agreement, the following capitalized terms (in their singular and
plural forms, as applicable) have the following meanings:

"Business Day" means any day on which commercial banks are
------------
open for business in the City of New York, Borough of Manhattan.

"Commission" means the United States Securities and Exchange
----------
Commission and any successor United States federal agency or
governmental authority having similar powers.

"Exchange Act" means the Securities Exchange Act of 1934, as
------------
amended, and the rules and regulations of the Commission thereunder.

"Indenture" shall mean that certain indenture, dated as of
---------
November 1, 1996, between the Company and First Trust National
association, as trustee.

The terms "register," "registered" and "registration" mean a
-------- ---------- ------------
registration effected by preparing and filing with the Commission a
registration statement on an appropriate form in compliance with the
Securities Act, and the declaration or order of the Commission of the
effectiveness of such registration statement under the Securities Act.

"Registrable Securities" mean the Securities issued to the
----------------------
Holder pursuant to the Purchase Agreement and any other securities
issued by the Company after the closing of the transactions
contemplated by the Purchase Agreement in respect of the Securities
(and in respect of the Common Stock generally) by means of exchange,
reclassification, dividend, distribution, split up, combination,
subdivision, recapitalization, merger, spin-off, reorganization or
otherwise; provided, however, that as to any Registrable Securities,
-------- -------
such securities shall cease to constitute the same for purposes of
this Agreement if and when (i) a registration statement with respect
to the sale of such securities shall have been declared effective by
the Commission and such securities shall have been sold pursuant
thereto in accordance with the intended plan and method of
distribution

NYFS11...:\93\73293\0013\1711\AGRN216Y.30G
<PAGE>

<PAGE>

therefor set forth in the final prospectus forming part of such
registration statement; (ii) such securities shall have been sold in
satisfaction of all applicable resale provisions of Rule 144 or
Regulation S under the Securities Act (except a transfer by a Holder
to an Affiliate thereof); (iii) as expressed in an opinion of
independent counsel delivered and satisfactory to the Company and the
transfer agent for the Common Stock, such securities no longer
constitute "restricted securities" within the meaning of Rule 144
under the Securities Act and the transfer of such securities neither
requires registration under the Securities Act nor qualification under
any state securities or "blue sky" law then in effect, or the use of
an applicable exemption therefrom; or (iv) such securities cease to be
issued and outstanding for any reason.

"Registration Expenses" mean all expenses incurred by the
---------------------
Company in complying with Section 4 hereof, including, without
limitation, all registration and filing fees (including fees and
expenses associated with filings required to be made with the National
Association of Securities Dealers, Inc. and any national securities
exchange or U.S. automated inter-dealer quotation system of a
registered national securities association on which the Securities are
listed or otherwise admitted to unlisted trading privileges), printing
expenses, if any (including expenses of printing certificates for the
Securities being registered in a form eligible for deposit with The
Depository Trust Company and of printing registration statements and
prospectuses), fees and disbursements of counsel for the Company, fees
and expenses of compliance with state securities or "blue sky" laws
(including reasonable fees and expenses of one firm of counsel for
underwriters, if any, in connection with "blue sky" qualifications of
the Registrable Securities being registered and the determination of
eligibility for investment under the laws of such jurisdictions
designated by the underwriters, if any), accountants' fees and
expenses (including the expenses of any special audits or "comfort"
letters incident to or required by any such registration), transfer
taxes, fees of transfer agents and registrars, and, in connection with
any Underwritten Offering, fees and disbursements of underwriters
customarily paid by issuers or sellers of securities, but excluding
underwriting discounts and commissions and broker-dealer concessions
and allowances and marketing expenses.

"Securities Act" means the Securities Act of 1933, as
--------------
amended, and the rules and regulations of the Commission thereunder.

<PAGE>

"Significant Subsidiary" has the meaning ascribed to such
----------------------
term in Rule 1-02(w) of Regulation S-X under the Securities Act and
the Exchange Act.

"Underwritten Offering" means a registration under the
---------------------
Securities Act pursuant to Section 4(b) hereof and pursuant to which
securities of the Company are sold to an underwriter for reoffering
and distribution to the public.

Section 2. Representations and Warranties of Holders. Each
-----------------------------------------
Holder severally (and not jointly) hereby represents, acknowledges,
covenants and agrees as follows: (i) the Securities are being
acquired for such Holder's own account for investment purposes only
and not with a view to any resale in violation of the Securities Act
or any state securities or "blue sky" law; (ii) to the knowledge of
such Holder, the Securities have not been registered under the
Securities Act or any state securities or "blue sky" law; (iii) such
Holder is an "accredited investor" within the meaning of Rule 501 of
Regulation D under the Securities Act; (iv) such Holder will not offer
for sale, sell or otherwise transfer any of the Securities (or any
interest therein) except upon the terms and subject to the conditions
specified herein, and otherwise not in violation of the Securities Act
or any state securities or "blue sky" laws, provided that such Holder,
prior to effecting any transfer of Securities permitted hereunder
(other than a transfer of Securities following which such Securities
shall cease to constitute Registrable Securities pursuant to a sale
described in clause (i) or (ii) of the proviso contained in the
definition of "Registrable Securities"), will cause the intended
transferee of the Securities to agree to take and hold such Securities
subject to the terms and conditions of this Agreement (and, in that
connection, to execute and deliver to the Company such agreements and
instruments as the Company reasonably may request to evidence the
same), and further acknowledges that the certificates evidencing such
Securities are required to have endorsed thereon a legend to the
effect set forth in Section 3(a) hereof; (v) in making such Holder's
decision to invest in the Registrable Securities, such Holder has
relied upon independent investigations made by such Holder and, to the
extent believed by him or it to be appropriate, has relied on
investigations made by such Holder's representatives, including such
Holder's own legal, accounting, investment, financial, tax and other
professional advisors; (vi) such Holder has been afforded an
opportunity to review all of the Company's reports filed by the
Company under the Exchange Act since January 1, 1994 (the "Public
Filings"); and (vii) such Holder and such Holder's purchaser
representatives, as applicable, have been given the opportunity

<PAGE>

to examine all documents, including the Public Filings, and to ask
questions of, and to receive answers from, the Company and its
representatives concerning the terms of the Purchase Agreement and
such Holder's investment in the Securities.

<PAGE>

Section 3. Restrictions on Transfer.
------------------------
(a) Legend. (i) Each certificate representing the Shares
------
shall have endorsed thereon a legend in substantially the following
form:

"THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR ANY OTHER FEDERAL OR STATE
SECURITIES OR BLUE SKY LAWS, AND HAVE BEEN ISSUED IN A MANNER
INTENDED TO COMPLY WITH THE CONDITIONS CONTAINED IN REGULATION S
UNDER THE ACT. PRIOR TO JANUARY 29, 1997, NO OFFER, SALE,
TRANSFER, PLEDGE OR OTHER DISPOSITION (COLLECTIVELY, A
"DISPOSAL") OF THE SHARES OF COMMON STOCK REPRESENTED BY THIS
CERTIFICATE MAY BE MADE (A) IN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, ANY "U.S. PERSON" (AS DEFINED IN RULE
902(O) OF REGULATION S) UNLESS (I) REGISTERED UNDER THE ACT AND
ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OR (II) SEACOR
HOLDINGS, INC. ("SEACOR") RECEIVES A WRITTEN OPINION OF UNITED
STATES LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO IT TO
THE EFFECT THAT SUCH DISPOSAL IS EXEMPT FROM SUCH REGISTRATION
REQUIREMENTS OR (B) OUTSIDE THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, ANY PERSON WHO IS NOT A "U.S. PERSON"
UNLESS PRIOR TO SUCH DISPOSAL (I) THE BENEFICIAL OWNER OF SUCH
SHARES AND THE PROPOSED TRANSFEREE SUBMIT CERTAIN CERTIFICATIONS
TO SEACOR (FORMS OF WHICH ARE AVAILABLE FROM SEACOR AT ITS
PRINCIPAL EXECUTIVE OFFICES) AND (II) SEACOR RECEIVES THE LEGAL
OPINION DESCRIBED IN (A)(II) ABOVE.

AFTER JANUARY 29, 1997, THE SHARES OF COMMON STOCK CAN BE
SOLD IN THE UNITED STATES ONLY IF REGISTERED OR IF AN EXEMPTION
FROM REGISTRATION IS AVAILABLE."

(ii) Each certificate representing the Notes shall have
endorsed thereon a legend in substantially the following form:

"THE NOTES AND SHARES OF COMMON STOCK ISSUABLE UPON
CONVERSION THEREOF REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION UNLESS PURSUANT TO AN AVAILABLE EXEMPTION
THEREFROM. IN ALL CASES, SUCH NOTES AND SHARES OF COMMON
STOCK ISSUABLE UPON CONVERSION THEREOF MAY BE TRANSFERRED
ONLY IN

<PAGE>

COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THE INVESTMENT AND
REGISTRATION RIGHTS AGREEMENT DATED DECEMBER 19, 1996, AMONG THE
COMPANY AND THE STOCKHOLDERS PARTY THERETO, A COPY OF WHICH IS
AVAILABLE FOR INSPECTION AT THE PRINCIPAL EXECUTIVE OFFICES OF
THE COMPANY AND WILL BE FURNISHED TO THE HOLDER HEREOF WITHOUT
CHARGE, UPON WRITTEN REQUEST TO SEACOR HOLDINGS, INC., 11200
WESTHEIMER, SUITE 850, HOUSTON, TEXAS 77042, ATTENTION:
---------
SECRETARY."

(b) The Company and/or the registrar and transfer agent for
the Securities will not be required to accept for registration of
transfer any Securities acquired by the Holders except upon
presentation of evidence reasonably satisfactory to the Company and
the transfer agent, which may include an opinion of counsel and
representations of the transferee to the effect of clauses (i) through
(vi) of Section 2 hereof, to the effect that the transfer is being
made in compliance with the Securities Act and any applicable state
securities or "blue sky" law, provided, however, that no opinion of
-------- -------
counsel shall be required in respect of a transfer by a Holder to one
or more of its Affiliates.

Section 4. Registration under Securities Act, etc.
---------------------------------------
(a) Shelf Registration. (i) General. The Company shall
------------------ -------
(A) prepare and file with the Commission as soon as practicable after
the issuance to the Holders of the Securities pursuant to the Purchase
Agreement, a registration statement on Form S-3 (or on another
appropriate form under the Securities Act then available for use by
the Company in connection with a secondary offering of the Registrable
Securities pursuant to Rule 415 under the Act) relating to the resale,
from time to time, of the Registrable Securities by the Holders in
accordance with the plan and method of distribution set forth in the
prospectus forming part of such registration statement (a "Shelf
Registration Statement"); (B) furnish to each Holder a copy of the
Shelf Registration Statement prior to filing the same with the
Commission and shall not file such Shelf Registration Statement if any
such requesting Holder shall reasonably have objected to in writing on
the grounds that such Shelf Registration Statement does not comply in
all material respects with the requirements of the Securities Act or
of the rules or regulations thereunder or otherwise inaccurately
describes information pertaining to such Holder; and (C) shall use
reasonable commercial efforts to cause the Shelf Registration
Statement to be declared effective by the Commission as soon as
reasonably practicable after the same has been filed with the
Commission. It is understood and agreed that the Shelf

<PAGE>

Registration Statement may have included therein shares of Common
Stock offered for sale, from time to time, by holders of Common Stock
other than the Holders and also may relate to a primary offering of
Common Stock by the Company.

(ii) Effective Period. The Company agrees to use its
----------------
best efforts to keep the Shelf Registration Statement continuously
effective until the first to occur of (A) the third anniversary of the
date on which such Shelf Registration Statement was first declared
effective by the Commission and (B) the date on which all the
Registrable Securities covered by the Shelf Registration Statement
have been sold pursuant thereto or may be sold pursuant to Rule 144(k)
under the Securities Act (or any successor rule thereof), assuming for
this purpose that the Holders thereof are not Affiliates of the
Company (in any such case, such period being called the "Effective
Period"). Each Holder agrees that it will not sell any Registrable
Securities pursuant to the Shelf Registration Statement during any
Suspension Period (as hereinafter defined) and the Company agrees to
cause each Suspension Period to end as soon as reasonably practicable.
The Company agrees that no other holder of the Common Stock or
securities convertible into or exchangeable or exercisable for Common
Stock will be permitted to sell such securities of the Company
pursuant to a shelf registration statement during a Suspension Period
(other than for securities to be offered in a transaction of the type
contemplated by Rule 145 under the Securities Act or securities to be
sold by employees of the Company pursuant to any employee benefit
plan). For purposes hereof, "Suspension Period" shall mean a period
of time commencing on the date on which the Company provides notice
that the Shelf Registration Statement is no longer effective, that the
prospectus included in the Shelf Registration Statement no longer
complies with the requirements therefor prescribed by Section 10(a) of
the Securities Act, or that the Company in its reasonable, good faith
judgment, for valid business purposes (including, without limitation,
in connection with a proposed or pending issuance or sale of the
Company's debt or equity securities by the Company or any other person
or a proposed or pending merger, reorganization, consolidation,
recapitalization, public offering, sale of assets or other
extraordinary corporate transaction, whether or not publicly
announced, involving the Company or any of its Significant
Subsidiaries) has elected to require the suspension of the sale by
Holders of their Registrable Securities pursuant to the Shelf
Registration Statement, and shall end on the date when each Holder of
Registrable Securities either receives copies of the supplemented or
amended prospectus contemplated by Section 4(c)(v) plus an

<PAGE>

additional five Business Days or otherwise is advised in writing by
the Company that use of the prospectus may be resumed.

(b) Incidental Registration; Right and/or Requirement to
----------------------------------------------------
Include the Securities in a Company Registration: If at any time
------------------------------------------------
after the date hereof and prior to the expiration of the Effective
Period, the Company proposes to register under the Securities Act on
any registration form available for the general registration of
securities to be sold for cash, other than registration statements on
Form S-4 or S-8 (or any successor form for securities to be offered in
a transaction of the type contemplated by Rule 145 under the
Securities Act or to employees of the Company pursuant to any employee
benefit plan), any of the Company's equity securities or securities
convertible into or exchangeable for such equity securities, whether
or not for its own account (other than a secondary offering that is
not underwritten), the Company promptly shall furnish written notice
to each Holder of its intention to effect such Securities Act
registration, together with a reasonable description of such Holder's
incidental rights under this Section 4(b) (the "Company Piggyback
Notice"). Upon the written request of a Holder made within ten
business days after the receipt by it of the Company Piggyback Notice
(which request shall specify the number of Securities requested by
the Holder to be included in such registration (the "Holder Inclusion
Notice")), the Company shall use its best efforts to cause all such
Securities specified in the Holder Inclusion Notice to be registered
under the Securities Act, together with the other securities which the
Company at the time proposes to register, all to the extent
practicable to permit the disposition of the Securities pursuant to
the Company's registration statement in accordance with the methods of
distribution intended by each Holder. If the Company thereafter
reasonably shall determine not to register or to delay the
registration of its securities, the Company shall provide written
notice of such determination to each Holder and (x) in the case of a
determination not to effect a registration pursuant to this Section
4(b), thereupon shall be relieved of the obligation to register the
Securities pursuant to this Section 4(b), and (y) in the case of a
determination to delay a registration pursuant to this Section 4(b),
thereupon shall be permitted to delay the registration of the
Securities for the period coincident with the delay in respect of the
securities being registered for the Company's own account (or the
account of the other holder(s), if any, in respect of which the
Company registration contemplated by this Section 4(b) is being
effected).

<PAGE>

(c) Registration Procedures. The Company shall:
-----------------------
(i) cause any registration statement filed pursuant to
Section 4 hereof and the related prospectus and any amendment or
supplement thereto, as of the effective date of such registration
statement, amendment or supplement, (A) to comply in all material
respects with the applicable requirements of the Securities Act and
the rules and regulations of the Commission promulgated thereunder and
(B) not to contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which
they were made, not misleading;

(ii) prepare and file with the Commission such
amendments and supplements to such registration statement and the
prospectus used in connection with such registration statement as may
be necessary to keep such registration statement effective and to
comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities covered by such registration
statement until, in the case of the Shelf Registration, the expiration
of the Effective Period and, in the case of any registration statement
pursuant to Section 4(b), the Company shall otherwise determine or as
the parties may otherwise agree in connection therewith; and will
furnish to each Holder a copy of any amendment or supplement to such
registration statement or prospectus prior to filing the same with the
Commission and shall not file any such amendment or supplement to
which any such requesting Holder shall reasonably have objected to in
writing on the grounds that such amendment or supplement does not
comply in all material respects with the requirements of the
Securities Act or of the rules or regulations thereunder or otherwise
inaccurately describes information pertaining to such Holder;

(iii) furnish to each requesting Holder such number
of conformed copies of such registration statement and of each such
amendment and supplement thereto (in each case including all exhibits
thereto), such number of copies of the prospectus included in such
registration statement (including each preliminary prospectus), such
number of the documents, if any, incorporated by reference in such
registration statement or prospectus, and such number of other
documents, as such requesting Holder reasonably may request;

(iv) use its best efforts to register or qualify the
Registrable Securities covered by such registration statement under
such securities or "blue sky" laws of the states of the

<PAGE>

United States as each requesting Holder reasonably shall request, to
keep such registration or qualification in effect for so long as such
registration statement remains in effect, and to do any and all other
acts and things which may be necessary or advisable to enable such
requesting Holder to consummate the disposition in such jurisdictions
of his or its Registrable Securities covered by such registration
statement, except that the Company shall not for any such purpose be
required to qualify generally to do business as a foreign corporation
in any jurisdiction in which it is not and would not, but for the
requirements of this Section 4(c)(iv), be obligated to be so
qualified, or to subject itself to taxation in any such jurisdiction,
or to consent to general service of process in any such jurisdiction;

(v) immediately notify each Holder, at any time when a
prospectus or prospectus supplement relating thereto is required to be
delivered under the Securities Act, upon discovery that, or upon the
occurrence of any event as a result of which, the prospectus included
in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, which untrue statement or omission requires amendment of
the registration statement or supplementing of the prospectus, and, at
the request of such requesting Holder, prepare and furnish to such
requesting Holder a reasonable number of copies of a supplement to
such prospectus as may be necessary so that, as thereafter delivered
to the purchasers of such Registrable Securities, such prospectus
shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that with
-------- -------
respect to Registrable Securities registered pursuant to such
registration statement each Holder agrees that such Holder will not
sell any Registrable Securities pursuant to such registration
statement during the time after the furnishing of the Company's notice
that the Company is preparing and filing with the Commission a
supplement to or an amendment of such prospectus or registration
statement and such period shall be a Suspension Period hereunder;

(vi) use reasonable commercial efforts to obtain the
withdrawal, at the earliest possible time, of any order suspending the
effectiveness of the Shelf Registration Statement;

(vii) cooperate with the Holders of Registrable
Securities to facilitate the timely preparation and

<PAGE>

delivery of certificates representing Registrable Securities to be
sold pursuant to the Shelf Registration Statement free of any
restrictive legends and in such denominations and registered in such
names as the Holders may request;

(viii) use its best efforts to cause the Shares and
all shares of Common Stock issuable upon conversion of the Notes to be
listed on any securities exchange or quoted on any quotation system on
which any shares of Common Stock are listed;

(ix) comply with all applicable rules and regulations
of the Commission, and make available to holders of its securities, as
soon as reasonably practicable, an earnings statement covering the
period of at least 12 months, but not more than 18 months, beginning
with the first month of the first fiscal quarter after the effective
date of such registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act; and

(x) provide and cause to be maintained a transfer
agent and registrar for the Registrable Securities covered by such
registration statement from and after a date not later than the
effective date of such registration statement; it being hereby agreed
that each Holder of Registrable Securities shall furnish to the
Company such information regarding such Holder and the plan and method
of distribution of Registrable Securities intended by such Holder as
the Company may from time to time reasonably request in writing and as
shall be required by law or by the Commission in connection therewith.

(d) Underwritten Offerings. (i) Incidental Underwritten
---------------------- -----------------------
Offerings. If the Company at any time proposes to register any
---------
securities under the Securities Act as contemplated by Section 4(b)
hereof and such securities are to be distributed by or through one or
more underwriters, the Company shall provide 20 days prior written
notice to each Holder of such proposal and will use its best efforts
if requested by such Holder in connection with such incidental
registration of securities to arrange for such underwriters to
include, on the same terms as the other securities being distributed,
the Securities to be offered and sold by such Holder, together with
such other securities to be distributed by or through such
underwriters; provided, however, that if the managing underwriter for
-------- -------
a registration pursuant to this Section 4(d) that involves an
underwritten offering shall advise the Company that, in its opinion,
the inclusion of the amount and kind of Registrable Securities to be
sold for the account of Qualified Holders (as hereinafter defined)
would adversely affect the price for

<PAGE>

securities that the Company will derive from the offering or otherwise
materially and adversely affect the success of the offering for the
Company, then the number and kind of Registrable Securities to be sold
for the account of such Qualified Holders shall be reduced (and may be
reduced to zero) in accordance with the managing underwriter's
recommendation to the minimum extent necessary to eliminate such
adverse effect and, provided further, that if the number of
-------- -------
Registrable Securities to be included in any registration is reduced
(but not to zero), the number of such securities to be included in
such registration for selling holders shall be allocated pro rata
among all requesting Qualified Holders on the basis of the relative
number of shares of such Common Stock (assuming, for the purpose of
making such computation, the conversion, exchange or exercise of any
securities convertible into or exchangeable or exercisable for Common
Stock) each such Holder has requested to be included in such
registration. For the purposes hereof, the term "Qualified Holders"
shall mean the Holders and any other Person who now owns or may
hereafter own any Common Stock or securities convertible into or
exchangeable or exercisable for Common Stock. If, as a result of the
proration provisions of this Section 4(d), any Holder shall not be
entitled to include all Registrable Securities in a registration that
such Holder has requested be included, such Holder may elect to
withdraw its Registrable Securities from the registration; provided,
--------
however, that such withdrawal election shall be irrevocable and,
-------
after making a withdrawal election, a Holder shall no longer have any
right to include Registrable Securities in the registration as to
which such withdrawal election was made. Each Holder, including
Registrable Securities in the registration, shall be a party to the
underwriting agreement between the Company and such underwriters and
the representations and warranties by, and the other agreements on the
part of, the Company to and for the benefit of such underwriters shall
also be made to and for the benefit of each Holder and the Company
will cooperate with each Holder such that the conditions precedent to
the obligations of each Holder under such underwriting agreement shall
include conditions that are customary in underwriting agreements and
otherwise reasonably satisfactory to such Holder.

(ii) Holdback Agreements; Press Releases.
-----------------------------------
(A) If any registration of Registrable Securities
pursuant to this Agreement shall be effected by means of an
Underwritten Offering and any of the Securities requested by a
Holder to be included in such Underwritten Offering have been
included therein, such Holder agrees, if so required by the
managing underwriter, not to effect any

<PAGE>

public sale or distribution of the Securities (other than as part
of such underwritten public offering) within 30 days prior to the
effective date of such registration statement or 90 days after
the effective date of such registration statement. In order to
ensure compliance with the provisions of this Section
4(d)(ii)(A), the Company agrees to notify each Holder as to the
status and proposed effective date of any registration statement
of the Company which has been filed with the Commission.

(B) Before each Holder shall disseminate or
announce publicly any information concerning a proposed offering
pursuant to this Section 4 hereof that is intended for or may
result in public knowledge thereof, such Holder shall so advise
the Company and shall not disseminate or announce publicly such
information without the Company's consent, unless such
information is otherwise publicly available or the dissemination
thereof is required by applicable law.

(e) Preparation; Reasonable Investigation. In connection
-------------------------------------
with the preparation and filing of each registration statement
registering Registrable Securities under the Securities Act as
contemplated by this Agreement, the Company shall give each Holder,
its underwriters, if any, and each Holder's counsel and accountants,
the opportunity to review the Company's preparation of such
registration statement, each prospectus included in such registration
statement or filed with the Commission and each amendment or
supplement thereto, and the Company will give such person or persons
such reasonable access to the Company's books and records and such
opportunities to discuss the business of the Company with its officers
and the independent public accountants who have certified its
financial statements as shall be necessary for each such Holder and
persons to conduct a reasonable investigation within the meaning of
Section 11 of the Securities Act. To minimize disruption and expense
to the Company during the course of the registration process, each
Holder shall use reasonable commercial efforts to coordinate its
investigation and due diligence efforts and, to the extent
practicable, will act through a single firm of counsel and a single
firm of accountants and, if requested by the Company, will enter into
confidentiality agreements with the Company in a form reasonably
satisfactory to the Company.

(f) Indemnification. (i) Indemnification by the Company.
--------------- ------------------------------
The Company shall indemnify and hold harmless each Holder of
Registrable Securities covered by any registration statement filed
pursuant to this Agreement, and any underwriter

<PAGE>

or selling agent selected by one or more Holders with the consent of
the Company with respect to such Registrable Securities, the
directors, trustees and officers, and each other person, if any, who
controls such Holder, underwriter or selling agent within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act
against any losses, claims, damages, liabilities or expenses,
including reasonable fees and expenses of counsel (each a "Loss" and
collectively "Losses"), joint or several, to which such Holder or any
such persons may become subject under the Securities Act or otherwise,
to the extent that such Losses (or related actions or proceedings)
arise out of or are based upon (A) any untrue statement or alleged
untrue statement of any material fact contained in an effective
registration statement in which such Registrable Securities were
included for registration under the Securities Act, any preliminary
prospectus if used prior to the effective date of the registration
statement, final prospectus (as supplemented, if the Company shall
have supplemented the same) if used during the period in which the
Company is required to keep the registration statement to which such
prospectus relates current and otherwise in compliance with Section
10(a) of the Securities Act, or (B) any omission or alleged omission
to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided,
--------
however, that the Company shall have no obligation to provide any
-------
indemnification hereunder if any such Losses (or actions or
proceedings in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement, preliminary prospectus
or final prospectus, as the case may be, in reliance upon and in
conformity with written information furnished to the Company by such
Holder specifically for inclusion in such registration statement; and
provided, further, that the Company shall have no obligation to
-------- -------
provide any indemnification hereunder if any such Losses arise out of
or are based upon an untrue statement or alleged untrue statement or
omission or alleged omission in a preliminary prospectus or the final
prospectus, if such untrue statement or alleged untrue statement or
omission or alleged omission shall have been corrected in the final
prospectus (in the case of an untrue or an alleged untrue statement or
omission or alleged omission in any preliminary prospectus) or in any
supplement to the final prospectus (in the case of an untrue statement
or alleged untrue statement or omission or alleged omission in the
final prospectus) and such Holder or any such other person shall have
failed to deliver or cause to be delivered (or deemed delivered) to
the applicable purchaser of the Registrable Securities such final
prospectus, or final prospectus as so supplemented, as the

<PAGE>

case may be, prior to or concurrently with the sale of the Registrable
Securities covered by a registration statement to the individual or
entity asserting such Losses after the Company shall have furnished
each such Holder or any such other person with a sufficient number of
copies thereof in a manner and at a time sufficient to permit delivery
of the same. The indemnity provided in this Section 4(f)(i) shall
remain in full force and effect regardless of any investigation made
by or on behalf of such Holder or any such other person and shall
survive the transfer of the Registrable Securities by such Holder or
any such other person.

(ii) Indemnification by the Holders. Each Holder and
------------------------------
each other person who controls such Holder within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act,
shall indemnify and hold harmless (in the same manner and to the same
extent as set forth in Section 4(f)(i) hereof) the Company, each
director of the Company, each officer of the Company who shall sign
such registration statement and each other person, if any, who
controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, with respect to any
untrue statement in or omission from any registration statement filed
by the Company pursuant to this Agreement, any preliminary prospectus
or any final prospectus included in such registration statement, or
any amendment or supplement to such registration statement or
prospectus, as the case may be, of a material fact if such statement
or omission was made in reliance upon and in conformity with written
information furnished to the Company or any of its representatives by
such Holder or such other person, if any, who controls such Holder
within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act specifically for inclusion in such registration
statement, preliminary prospectus or final prospectus, as the case may
be.

(iii) Notice of Claims, etc. Promptly after
----------------------
receipt by an indemnified party of notice of the commencement of any
action or proceeding (an "Action") involving a claim referred to in
Sections 4(f)(i) and 4(f)(ii) hereof, such indemnified party shall, if
indemnification is sought against an indemnifying party, give written
notice to the indemnifying party of the commencement of such action;
provided, however, that the failure of any indemnified party to give
-------- -------
said notice shall not relieve the indemnifying party of its
obligations under Sections 4(f)(i) or 4(f)(ii) hereof, except to the
extent that the indemnifying party is actually and materially
prejudiced by such failure. In case an Action is brought against any
indemnified party, and such Action notifies an indemnifying party of
the commencement there

<PAGE>

of, the indemnifying party shall be entitled to participate therein
and, to the extent it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice, to
assume the defense thereof with counsel reasonably satisfactory to
such indemnified party. Notwithstanding the foregoing, the
indemnified party shall have the right to employ its own counsel in
any such case, but the fees and expenses of such counsel shall be at
the expense of such indemnified party, unless (A) the employment of
such counsel shall have been authorized in writing by the indemnifying
party, (B) the indemnifying party shall not have employed counsel
(reasonably satisfactory to the indemnified party) to take charge of
the defense of such Action, within a reasonable time after notice of
the commencement thereof, or (C) such indemnified party reasonably
shall have concluded that there may be defenses available to it which
are different from or additional to those available to the
indemnifying party which, if the indemnifying party and the
indemnified party were to be represented by the same counsel, could
result in a conflict of interest for such counsel or materially
prejudice the prosecution of the defenses available to such
indemnified party. If either of the events specified in clauses (A),
(B) or (C) of the preceding sentence shall have occurred or otherwise
shall be applicable, then the reasonable fees and expenses of one
counsel (or firm of counsel) selected by a majority in interest of the
indemnified parties (measured by reference to their ownership of
Registrable Securities), together with the reasonable fees and
expenses of such local counsel as may be reasonably selected by such
counsel (or firm of counsel), shall be borne by the indemnifying
party. If, in any case, the indemnified party employs separate
counsel, the indemnifying party shall not have the right to direct the
defense of such action on behalf of the indemnified party. Anything
in this Section 4(f)(iii) to the contrary notwithstanding, an
indemnifying party shall not be liable for the settlement of any
action effected without its prior written consent (which consent in
the case of an action exclusively seeking monetary relief shall not
unreasonably be withheld or delayed) or if there be a final judgment
adverse to the indemnified party, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability
by reason of such settlement or judgment. No indemnifying party
shall, without the prior consent of the indemnified party, consent to
entry of any judgment or enter into any settlement which does not
include as a term thereof the unconditional release of the indemnified
party from all liability in respect of such claim or litigation.

<PAGE>

(iv) Contribution. If the indemnification provided for
------------
in this Section 4 is unavailable or insufficient to hold harmless an
indemnified party in respect of any Losses, then each indemnifying
party shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified party, as
a result of such Losses in such proportion as appropriate to reflect
the relative fault of the Company, on the one hand, and the
indemnified party, on the other hand, and to the parties' relative
intent, knowledge, access to information and opportunity to correct or
mitigate the damage in respect of or prevent any untrue statement or
omission giving rise to such indemnification obligation. The Company
and each Holder agree that it would not be just and equitable if
contributions pursuant to this Section 4(f)(iv) were determined by pro
rata allocation or by any other method of allocation which did not
take account of the equitable considerations referred to above. No
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who is not guilty of such fraudulent
misrepresentation.

(v) Indemnification Payments. Periodic payments of
------------------------
amounts required to be paid pursuant to this Section 4 shall be made
during the course of the investigation or defense, as and when
reasonably itemized bills therefor are delivered to the indemnifying
party in respect of any particular Loss, damage or liability that is
incurred.

(vi) Limitation on Seller's Payments. Notwithstanding
-------------------------------
any provision of this Agreement to the contrary, the liability of each
Holder of Registrable Securities under this Section 4(f) shall in no
event exceed the net proceeds received by such Holder from the sale of
Registrable Securities covered by the registration statement giving
rise to such liability.

(g) Registration Expenses. The Company shall bear all
---------------------
Registration Expenses incurred in connection with the performance of
its obligations under Section 4 of this Agreement.

Section 5. Additional Interest or Payments Under Certain
---------------------------------------------
Circumstances.
-------------
(a) Registration Defaults. Additional interest shall be
---------------------
paid to the Holders of the Notes, and payments shall be made to the
Holders of Shares, as set forth in Sections 5(c) and 5(d),
respectively, if any of the following events occurs (each such event
in clauses (i) through (iii) below being herein called a "Registration
Default"):

<PAGE>

(i) if by the earlier to occur of (x) March 31, 1997 and
(y) the fifth business day next following the date on which the
Company files with the Commission its Annual Report on Form 10-K
for its fiscal year ended December 31, 1996, the Shelf
Registration Statement has not been filed with the Commission;

(ii) if by the earlier to occur of (x) May 31, 1997 and (y)
the 65th day next following the date on which the Company files
with the Commission its Annual Report on Form 10-K for its fiscal
year ended December 31, 1996, the Shelf Registration Statement
has not been declared effective by the Commission; or

(iii) if after the Shelf Registration Statement is declared
effective (A) the Shelf Registration Statement thereafter ceases
to be effective; or (B) the Shelf Registration Statement or the
related prospectus ceases to be usable (in each case except as
permitted in paragraph (b) below) in connection with resales of
Registrable Securities in accordance with and during the periods
specified herein because of a Suspension Period.

(b) Certain Limitations. A Registration Default referred
-------------------
to in Section 5(a)(iii) shall be deemed not to have occurred and be
continuing in relation to the Shelf Registration Statement or the
related prospectus if (i) such Registration Default has occurred
solely as a result of (x) the filing of a post-effective amendment to
the Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-
effective amendment is not yet effective and needs to be declared
effective to permit Holders to use the related prospectus or (y) other
material events, with respect to the Company that would need to be
described in the Shelf Registration Statement or the related
prospectus and (ii) in the case of clause (y), the Company proceeds
promptly and in good faith to amend or supplement the Shelf
Registration Statement and related prospectus to describe such events
if the Company has determined in good faith that there are no material
legal or commercial impediments in so doing; provided, however, that
-------- -------
in any case if such Registration Default occurs for a continuous
period in excess of 45 days, Additional Payment shall be payable in
accordance with the Section 5(a) from the day such Registration
Default occurs until such Registration Default is cured.

(c) Additional Interest. Additional interest shall
-------------------
accrue on the Notes over and above the interest set forth

<PAGE>

in the title of the Notes ("Additional Interest") from and including
the date on which any Registration Default shall occur, to but
excluding the date on which all such Registration Defaults have been
cured (a "Default Period"), at a rate of 1.00% per annum. Any amounts
of Additional Interest due pursuant to this Section 5 will be paid in
cash on the regular interest payment dates with respect to the Notes
and will be paid to the Persons to whom the regular interest payments
are made. The amount of Additional Interest will be determined by
multiplying the applicable Additional Interest rate by the principal
amount of the Notes, multiplied by a fraction, the numerator of which
is the number of days during the Default Period and the denominator of
which is 360. The indebtedness represented by the Additional Interest
shall be subordinated in right of payment to all existing and future
Senior Indebtedness (as defined in the Indenture) as and to the same
extent as the Notes.

(d) Additional Payments. Payments shall be payable to the
-------------------
Holders of Shares in respect of any Default Period ("Additional
Payments"). Any amount of Additional Payments due pursuant to this
Section 5 will be paid in cash on the regular interest payment dates
with respect to the Note and will be paid to the Persons who are the
registered holders of such Shares on such dates. The amount of
Additional Payments to be made to any Holder in respect of any Default
Period shall be equal to the product of (i) 1.00%, multiplied by (ii)
---------- --
the number of Shares held by such Holder, multiplied by (iii) $49.16,
---------- --
multiplied by (iv) a fraction, the numerator of which is the number of
---------- --
days during such Default Period and the denominator of which is 360.
The obligation represented by the Additional Payments shall be
subordinated in right of payment to all existing and future Senior
Indebtedness (as defined in the Indenture) as and to the same extent
as the Notes. For purposes of this Section 5(d), the "Shares" shall
include shares of Common Stock issued upon the conversion of the
Notes.

(e) Liquidated Damages. Notwithstanding anything to the
------------------
contrary contained in this Agreement, it is hereby acknowledged and
agreed that the Company shall have no liability for monetary damages
to any Holder for any breaches, failures to comply or violations by it
of Section 4 of this Agreement except as expressly provided in Section
4(f) or 4(g) hereof or this Section 5; provided, however, in the event
-------- -------
that the Company breaches, fails to comply or violates the provisions
of Section 4 hereof (other than Section 4(f) or 4(g) hereof), the
Holders shall be entitled to, and the Company shall not oppose the
granting of, equitable relief, including injunction and specific
performance.

<PAGE>

(f) Withholding Taxes. The Company may withhold directly
-----------------
or indirectly from any payments hereunder to the Holders all United
States federal, state, local or other taxes that shall be required
pursuant to any law or governmental regulation.

The Holder shall:

(i) deliver to the Company (A) two duly completed copies of
United States Internal Revenue Service Form 1001 or 4224, or
successor applicable form, as they case may be, and (B) an
Internal Revenue Service Form W-8, or successor applicable form;
and

(ii) deliver to the Company two further copies of any such
form on or before the date that such form expires or becomes
obsolete and after the occurrence of any event requiring a change
in the most recent form previously delivered by it to the
Company.

Any person that shall become a Holder shall, upon the
effectiveness of the related transfer, provide the foregoing forms to
the Company.

Subject to compliance with the foregoing, the Company shall
make all payments under this Agreement free and clear of, and without
deduction or withholding for or on account of, income or withholding
taxes to the extent permitted by then applicable law. The Holder shall
cooperate with the Company by providing any other information
reasonably requested by the Company to permit payments under this
Agreement to be made free and clear of withholding tax. In the event
that the Company is required to withhold tax from any payment under
this Agreement, the Company shall, as promptly as practicable, send to
the Holder a certified copy of an original receipt received by the
Company showing payment thereof.

Section 6. Rule 144. The Company shall comply with the
--------
requirements of Rule 144(c) under the Securities Act, as such Rule may
be amended from time to time (or any similar rule or regulation
hereafter adopted by the Commission), regarding the availability of
current public information to the extent required to enable each
Holder to sell Registrable Securities without registration under the
Securities Act pursuant to the resale provisions of Rule 144 (or any
similar rule or regulation). Upon the request of a Holder, the
Company will deliver to such Holder a written statement as to whether
it has complied with such requirements and, upon a Holder's compliance
with the applicable provisions of Rule 144, will take such action as
may be required

<PAGE>

(including, without limitation, causing legal counsel to issue an
appropriate opinion) to cause its transfer agent to effectuate any
transfer of Registrable Securities properly requested by such Holder,
in accordance with the terms and conditions of Rule 144.

Section 7. Amendments and Waivers. This Agreement may be
----------------------
amended or modified and the Company may take any action herein
prohibited, or omit to perform any act herein required to be performed
by it, only if the Company shall have obtained the written consent to
such amendment, modification, action or omission to act, of each
Holder. Each Holder shall be bound by any consent authorized by this
Section 7, whether or not such Registrable Securities shall have been
marked to indicate such consent.

Section 8. Notices. All notices hereunder must be in writing
-------
and will be deemed to have been duly given upon receipt of hand
delivery; certified or registered mail; return receipt requested; or
telecopy transmission with confirmation of receipt:

(i) If to the Company:

SEACOR Holdings, Inc.
1370 Avenue of the Americas
New York, New York 10019
Attention: Mr. Charles Fabrikant
Telecopy No.: (212) 582-8522

with a copy to: Mr. Randall Blank

and to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attention: David E. Zeltner, Esq.
Telecopy No.: (212) 310-8180

(ii) If to the Holders:

c/o SMIT Internationale N.V.
Zalmstraat 1
3016 DS Rotterdam
The Netherlands
Attention: Mr. Antoon W. Kienhuis
Telecopy No.: (31) 10-454-92-68

<PAGE>

with a copy to: Mr. Cees W.D. Bom

and to:

Sidley & Austin
875 Third Avenue
New York, New York 10022
Attention: Myles C. Pollin, Esq.
Telecopy No.: (212) 906-2021

Such names, addresses and telecopy numbers may be changed by
written notice to each person listed above.

Section 9. Secretary to Retain Copy. A copy of this Agreement,
------------------------
including all Exhibits hereto, shall be filed with the Secretary of
the Company, and the Secretary shall make it available to each Holder
of Registrable Securities at all reasonable times during normal
business hours.

Section 10. Entire Agreement. This Agreement embodies the
----------------
entire agreement and understanding between the Company and each Holder
in respect of the subject matter contained herein. This Agreement
supersedes all prior agreements and understandings between the parties
with respect to the subject matter of this Agreement.

Section 11. Governing Law. This Agreement shall be governed by
-------------
and construed in accordance with the internal laws of the State of New
York (other than its rules of conflicts of laws to the extent the
application of the laws of another jurisdiction would be required
thereby). This Agreement has been executed and delivered in
Rotterdam, The Netherlands.

Section 12. Severability. If any provision of this Agreement or
------------
the application thereof to any person or circumstances is determined
by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions hereof, or the application of
such provision to persons or circumstances other than those as to
which it has been held invalid or unenforceable, shall remain in full
force and effect and shall in no way be affected, impaired or
invalidated thereby, so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner adverse
to any party. Upon such determination, the parties shall negotiate in
good faith in an effort to agree upon a suitable and equitable
substitute provision to effect the original intent of the parties.

<PAGE>

Section 13. Termination. The rights and obligations under this
-----------
Agreement shall automatically terminate upon the first to occur of
(a) the sale of all Registrable Securities by each Holder and (b) the
end of the Effective Period, as the same may be extended pursuant to
Sections 4(a)(ii) hereof, except that the obligations of the parties
under Sections 4(f) and of the Company under Section 4(g) shall
survive any such termination.

Section 14. Miscellaneous. The Company shall not after the date
-------------
of this Agreement enter into any agreement with respect to its
Securities which violates the rights granted to each Holder in this
Agreement. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning of
this Agreement. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all
of which, when taken together, shall constitute one and the same
instrument.

IN WITNESS WHEREOF, the parties have caused this Agreement
to be duly executed and delivered as of the date first above written.

SEACOR HOLDINGS, INC.

By:/s/ John Gellert
--------------------------------
Name: John Gellert
Title: Attorney-in-Fact

SMIT INTERNATIONAL OVERSEAS B.V.

By:/s/ Karel Kaffa
--------------------------------
Name: Karel Kaffa
Title: Area Manager

<PAGE>

JOINT VENTURE AGREEMENT

BETWEEN

SMIT-LLOYD (ANTILLEN) N.V.

AND

SEACOR HOLDINGS INC.

This Agreement is made this 19th of December 1996.

By and Between:

A) Seacor Holdings Inc., a company duly organised and existing under
of the laws of the State of Delaware (hereinafter "Seacor-Smit")

AND

B) Smit-Lloyd (Antillen) N.V., a company duly organised under and by
virtue of the laws of the Netherlands Antilles (hereinafter
referred to as "Smit").

WHEREAS:

1. Various associate companies of each of Seacor-Smit and Smit have
entered into a purchase agreement of even date herewith, relating
to the purchase by affiliates of each of Seacor-Smit from various
affiliates of Smit certain anchorhandling/tug/supply vessels
supporting offshore oil and gas activities worldwide.

2. The parties are contributing the vessels listed on Schedule A
hereto, to the Bahamian company to be owned equally by Smit and
Seacor-Smit. It is intended that, depending on the area of
operation of each vessel to be owned by such company, Smit
Vlootbeheer B.V., Smit International Singapore Pte. Ltd. or Smit
(Americas) Inc., affiliates of Smit, or FISH or Seacor Marine
Inc., affiliates of Seacor-Smit will provide technical and
operating management services for the vessels in the company when
not under bareboat charter to a Smit affiliate.

3. The parties intend to cooperate to develop a profitable business
from the operation of the anchorhandling/tug/ supply vessels,
platform supply vessels and fire-fighting vessels for oil and gas
operators engaged in offshore exploration and production
activities.

NOW IT IS HEREBY AGREED as follows:

CLAUSE 1: PREAMBLE
-------------------
1.1 The above recitals and the attached Schedules and Appendices
hereto form an integral part of this Agreement.

CLAUSE 2: DEFINITIONS
----------------------
2.1 In this Agreement unless the context otherwise requires the
following words and expressions shall have the following
meanings:

(a) the "Parties" shall mean the parties hereto;
(b) "Party" shall mean either of the parties hereto;
(c) the "Company" shall mean the jointly owned company
to be established in the Bahamas as provided for by Clause 3
hereof;
(d) the "Vessel" shall mean each and the "Vessels" shall mean
those vessels listed on Schedule A hereto;
(e) "Affiliate" means in relation to a Party:
(i) the ultimate holding company of such Party;
or (ii) any company controlled by such ultimate holding
company;

and in this definition one company controls another when at
the relevant time it owns either directly or indirectly more
than 50% of the shares entitled to vote at general meetings
and of that other company or a company is an ultimate
holding company but itself is not controlled by another
company.

(f) the "Directors" shall mean the Directors of the Company.
(g) the "Board" shall mean the Board of Directors of the
Company.

2.2 Words importing gender include every gender, the singular
includes the plural and vice versa, and references to persons
shall include bodies corporate, unincorporated associates and
partnerships and vice versa.

2.3 References to statutes or statutory instruments include
references to any amendments, modifications or re-enactments
thereof.

2.4 The Clause headings are included for the convenience of reference
only and do not constitute terms or affect the interpretation of
this Agreement.

2.5 References to Clauses and Exhibits are to Clauses in Exhibits to
this Agreement.

CLAUSE 3: THE JOINT COMPANIES
------------------------------

3.1 The parties have caused an International Business Company in the
Bahamas named Seacor-Smit (Aquitaine) Ltd.
(hereinafter called "the Company").

3.2 The Company shall have an initial issued and fully paid share
capital of US$ 1000,- (ONE THOUSAND UNITED STATES DOLLARS)
divided into 1,000 ordinary shares of USD 1,00 each and shall be
increased to any amount that may be necessary having regard to
financing, if any, available to the Company in respect of the
purchase of the Vessels, but any decision to increase the shares
of the Company shall always be made on the basis that the
allocation of shares shall give both Smit and Seacor-Smit an
equal interest in the Company.

The participation of the Parties in the Company's share capital
shall be:

SEACOR - SMIT : 500 SHARES (50%)
SMIT : 500 SHARES (50%)

Each Party hereto shall procure the Company to effect the prompt
allotment of the initial shares and upon allotment shall promptly
deposit the amount to be paid up for the shares allotted and the
Company shall issue the respective share certificates after the
full payment has been made.

3.3 Each Party hereto warrants that it will exercise its votes as
shareholder and procure that its nominee directors act strictly
in accordance with this Agreement, the Memorandum and The
Articles of Association of the Company and shall do all things
necessary to procure compliance by the Company with the terms of
this Agreement, the Memorandum of and Articles of Association.

The draft Memorandum of Association (statutes) and Articles of
Association of the Company are attached hereto as "EXHIBIT 1" and
"EXHIBIT 2".

3.4 Whenever a need to increase the authorised and issued capital of
the Company arises, each shareholder shall contribute additional
capital from its own resources in proportion to their respective
shareholdings and shall procure that the Company increases its
authorised capital and issues and allots the necessary shares.

3.5 Should either of the Parties fail to pay its proportion of any
sum or sums deemed necessary to provide capital in accordance
with this Clause within a period of twenty-one (21) days of
having received written notice to do so from the Secretary upon
authority from the Board of the Company the Party or Parties in
default shall be liable to pay interest to the other Party or
Parties be on the amount of its proportion remaining unpaid.

The rate of interest shall be at 2% (two per percent) per annum
above the prime interest rate quoted by the bank of the Company
on a daily basis from the day following the end of the period of
notice until any adjustment of the participation percentages of
the Shareholders is made as provided hereunder. The payment of
interest shall be without prejudice to any rights under this
Agreement of the Shareholder(s) not in default.

3.6 Should the Party or Parties in default not have made payment of
its proportion of capital within a further period of sixty (60)
days then the other Party shall be entitled to require that the
respective participation percentages of the Shareholders shall be
adjusted pro-rata to the sum or sums respectively contributed by
each of the Shareholders, provided always that the proportionate
liability of the Party in default as the case may be for losses,
costs, expenses and financial obligations and all liabilities
assumed by it under this Agreement shall remain at the percentage
set out in Article 3.2 hereof.

After such adjustment the Party in default shall not be entitled
to pay any further sum in respect of the out-standing capital
except to the extent previously approved in writing by the other
Party in accordance with this Agreement.

3.7 Where any adjustment of the participation percentages of the
Parties has been made hereunder and the Party not in default
grants approval to the payment by the defaulting Party of any
further sum or sums in respect of the capital of the Company then
such further sum or sums shall be treated as a

reduction of that Party's pro-rata readjustment of the Parties'
participation percentages and shall be made in the same manner as
provided for above.

3.8 The Parties hereto agree that no share of the Company shall be
permitted to be mortgaged, pledged or used as any kind of
security.

CLAUSE 4: THE ACQUISITION OF VESSELS
-------------------------------------

4.1 The Company shall purchase from each of the companies listed in
Schedule A, the vessel listed opposite its name for the
respective purchase prices also listed on Schedule A. Each
Vessel shall be purchased at its present location, in class and
free of recommendations, free of encumbrances, maritime liens and
any other debts whatsoever and shall be registered by the Company
under the flag of the Commonwealth of the Bahamas. The terms and
conditions of the purchase of each vessel shall be the same as
those provided for in that certain Definitive Purchase Agreement,
dated of even date herewith, among the Seacor-Smit and Smit
affiliated companies named therein.

4.2 The share capital of the Company shall be allocated to finance
the purchase of the Vessels.

The initial share capital contributions shall be paid in United
States Dollars to the bank account of the Company with D, M & W
Bank in Nassau, Bahamas.

4.3 The Company shall enter into ship management contracts with Smit
International Singapore Pte. Ltd for operation of vessels in the
Far East (per vessel management fee USD 78,000), Smit Vlootbeheer
B.V. for operation of vessels in Europe (per vessel management
fee Dfl. 152,520), FISH for operation of vessels in West Africa
(per vessel management fee USD 89,600), Smit International
(Americas) N.V. or Seacor Marine Inc., as the parties agree, for
operation of vessels in the Americas (per vessel management fee
USD 89,600), an affiliate company of Smit for provision of ship
management services necessary to operate the Vessels, other than
Vessels when bareboat chartered to a Smit affiliate as provided
hereinafter, including but not limited to accounting, manning,
maintenance, repairs, surveys, drydocking, victualling, class
related surveys and otherwise on the terms and conditions of the
form of Ship Management Agreement as attached hereto as "EXHIBIT
3". It is further

agreed that an appropriate affiliate company of Seacor-Smit
(depending on the area in which a vessel or vessels operate) will
provide the marketing services for the Vessels, other than
Vessels when bareboat chartered to a Smit affiliate as provided
hereinafter. The Parties have agreed to a bareboat charter of
the Vessels named Smit Lloyd 111, Smit-Lloyd 117, and the Smit
Curacao by the Company to affiliate companies of Smit (the
"Bareboat Charterers") at a daily rate of USD 1250 per vessel per
day for a term of three year(s) on the further terms and
conditions of the form of bareboat charter attached hereto as
"EXHIBIT 4" and to be executed by the Company and the respective
Bareboat Charterer on the date hereof.

The parties hereto recognize and accept that the objective of
this agreement is to maximize the employment prospects of all of
the Vessels to mutual benefit and to minimize the risk of
creating confusion in the marketplace by either party.

Smit shall at all times co-ordinate and liaise with Seacor-Smit
concerning potential availability of the Vessels bareboat
chartered to Smit or an affiliate of Smit in order to permit
marketing of those Vessels to offshore industry clients.
Seacor-Smit shall at all times keep Smit informed of the
availability and position of the Vessels.

Whenever employment is found for a Vessel, whether by Seacor-Smit
or Smit, a commission will be payable to the party who arranged
the employment, such commission to be 1.25% for employment for
more than 90 days, 2.5% for employment for less than 90 days and
5% for long-haul towage contracts.

4.4 The Parties agree that Hull and Machinery and War Risk Insurance
as well as the entry of each Vessel which is not under bareboat
charter in a protection and indemnity club shall be arranged on
behalf of the Company by an Affiliate of Seacor-Smit.

CLAUSE 5: MANAGEMENT OF THE COMPANY
------------------------------------

5.1 The Parties shall monitor and oversee their interest in the
Company. The meetings of the Parties (hereinafter referred to as
the "Shareholders' Meeting") shall be held regularly on an annual
basis or upon either the request of the Parties or of the Board
of Directors of the Company.

The Annual Shareholders' Meeting shall be held on not less than
twenty-eight (28) days notice and any other Shareholders' Meeting
shall be held on not less than fourteen (14) days notice.

The notice of the Shareholders Meeting shall be issued by the
Chairman of the Shareholders' Meeting as referred to hereinafter
who shall chair such meetings and be responsible for the
preparation of the minutes thereof.

By turn the Parties are entitled to nominate one of their
representatives to be the Chairman of the Shareholders' Meeting
and to change such appointment and such nominee shall be duly
appointed. The Chairman shall resign as chairman after a period
of one (1) calendar year. For the first period Seacor-Smit shall
designate the Chairman of the Shareholders' Meeting of the
Company.

Decisions at the Shareholders' Meetings shall be taken by
unanimous vote.

In the event no unanimity can be reached a new Shareholders'
Meeting shall be convened within forty eight (48) hours. If
again no unanimity can be reached and the subject is not a
subject defined in Clause 5.12 hereof the matter shall be
referred to arbitration in accordance with Clause 21 hereof. If
the subject matter is an issue defined as such in Clause 5.12
hereof a decision can only be taken by unanimous vote of the
Shareholders' Meeting.

5.2 The Board of Directors of the Company shall be comprised of four
(4) Directors two (2) of which shall be appointed by SMIT and two
(2) of which shall be appointed by SMIT- SEACOR.

The first Directors of the Company shall be as follows:

Appointed by SMIT: Antoon Kienhuis
Karel Kaffa

Appointed by SEACOR-SMIT: Charles Fabrikant
Randall Blank

The Chairman of the Board of the Company shall be chosen from
among the Directors nominated by SEACOR-SMIT and the

Deputy Chairman shall be chosen from among the Directors
nominated by SMIT, and vice versa, as the Chairman rotates. The
first Chairman of the Board shall be Antoon Kienhuis. Subject to
Clause 5.13, decisions of the Boards of Directors shall be taken
by a unanimity of votes. In the event no unanimity being
reached, the Chairman shall not have a casting vote, but the
subject matter shall then be referred to a Shareholders' Meeting.
The Company Secretary of the Company shall be nominated by
SEACOR-SMIT and appointed by the Board.

The Board of Directors may appoint an Executive Committee and
provide for the membership, delegation of authority and other
procedural matters with respect thereto by resolutions.

5.3 All Directors and the Company Secretary of the Company shall
serve without remuneration paid by the Company unless otherwise
decided by the parties. All reasonable travel and hotel costs
incurred by the Directors in the performance of their duties as
members of the Board shall be borne by the Company.

5.4 In the event that a Director dies, resigns or is removed from
office, the Party which originally nominated such Director shall
appoint his successor. If at any time a Party disposes of its
ownership interest in the Company the Directors nominated by it
shall be deemed to have resigned on the date of said transfer and
the Party acquiring such interest shall be entitled to nominate
substitute Directors.

5.5 Either party may at any time appoint an alternate Director to act
in place and on behalf of any Directors nominated by it, in
accordance with the following provisions:

(a) An alternate Director shall be entitled to attend and vote
as a Director at any meeting of the Board at which the
Director in respect of whom he is appointed is not
personally present and generally at such meeting perform all
the functions of the Director in respect of whom he is
appointed;

(b) If a Director and his alternate Director are both unable to
attend a meeting of the respective Board, the Director may
for the purpose of such meeting appoint a proxy to represent
him at such meeting and to vote at such meeting on his
behalf.

Every appointment of a proxy shall be in writing, signed by
the Director by whom it is made and shall be sent or
delivered to the Chairman of the respective Board at or
prior to the commencement of such meeting;

(c) A Director or his alternate may receive a proxy or proxies
for another Director or Directors and shall be able to
exercise his own vote as well as any additional votes
pursuant to the proxy or proxies he may hold.

5.6 The Directors shall have the right to adopt resolutions without a
meeting, pursuant to a unanimous resolution of the Directors,
whether on one or more documents, and signed by all the Directors
or by confirmed telexes or confirmed facsimile transmission
received from all the Directors in office.

5.7 The Board of the Company shall meet together at regular intervals
and at least once each year. In addition special meetings of the
Board may be convened at any time upon the request of at least
half of all the Directors sent to the Company's Secretary and for
dispatch of any special business. The meetings of the Board,
including special meetings, shall be presided over by the
Chairman.

5.8 Meetings of the Board of the Company will be held at a mutually
convenient place to be agreed by the Board.

5.9 Except as provided below the quorum of all meetings of the Board
of the Company shall be three (3) Directors, at least one
representing each of the Parties, present in person or by their
alternate Directors or by their proxies.

Where a quorum is not present, the meeting of the Board shall
stand adjourned to a day seven (7) days after the date of the
meeting, and where a quorum is not present at the adjourned
meeting, then the meeting shall stand adjourned to the next
working day and the quorum at the second adjourned meeting shall
be Directors present personally, or by their Alternate Directors
or by their proxies.

5.10 The Board of the Company will cause complete and accurate minutes
in English to be kept of all meetings (including a copy of the
notice of the meeting) and the business transacted.

5.11 Neither SMIT nor SEACOR-SMIT shall cause the Company to enter
into any commitment to incur any indebtedness or

obligations to any person without first obtaining the prior
written approval of the Board.

5.12 All decisions or resolution affecting the matters enumerated
below shall require the affirmative and unanimous vote of all
Directors or their alternatives or proxies. If no such unanimity
can be reached the subject matter shall be referred by the
Directors to the Parties at a Shareholders' Meeting.

(a) Any sale, transfer, purchase, lease, bareboat charter,
mortgage or other acquisition or disposition by the Company
of any assets or properties;

(b) Expanding the business of the Company or entering into other
fields of industry, other than as originally contemplated in
this Agreement and the Definitive Purchase Agreement;

(d) Allocation of the net profit and declaration of dividends;

(e) Any merger, dissolution or liquidation whether in whole or
in part of the Company;

(f) Formation or establishment of subsidiaries, branch offices,
joint ventures or partnerships as well as any termination
thereof;

(g) Approval of annual operating plans, operating and capital
expenditure budgets and business plans;

(h) Making of any non-budgeted capital commitment in excess of
USD 5000 or equivalent in local currency;

(i) Entering into any pension schemes and granting pension
rights;

(j) Appointment of a general manager and other executive
officers;

(k) Instigation of any legal proceedings both as plaintiff and
as defendant, excluding the collection of book debts,
instigation of legal measures of a preservatory nature and
such other legal measures as must be instigated without
delay, and representing the Company

in summary proceedings instituted against the Company,
submitting existing disputes for arbitration or for a
binding advice, and entering into compromise whereby pending
lawsuits that are about to be instituted are prevented;

(l) Amendment of either the Memorandum of or Articles of
Association of the Company;

(m) Entering into any contract or charter party or project with
a duration of more than twelve (12) months including
optional periods or entering into any contract to perform
services where the contract price is below the estimated
break-even level, other than the bareboat charters referred
to in Section 4.3 above;

(n) Determining insurance values and the terms and conditions of
insurance cover;

(o) Appointment of external attorneys, auditors, bankers and/or
consultants;

(p) Change in accounting principles adhered to.

5.13 The Board of Directors of the Company shall have the powers and
responsibilities for all the business activities of the Company
as provided in this Agreement and the Memorandum of Association
and subject to the Articles of Association of the Company, shall
also oversee the decisions to be taken by the President and other
officers of the Company.

CLAUSE 6: MANAGEMENT AND STAFF OF THE JOINT VENTURE
----------------------------------------------------

6.1 SEACOR-SMIT shall be responsible for overseeing all
administration and the day to day management of the Company
including management of staff.

6.2 SEACOR-SMIT shall cause monthly, quarterly and annual reports of
the Company's operations together with statements of Profit and
Loss to be submitted to each of the Directors of the Company.
Such reports shall be submitted within forty-five (45) days
following the close of the relevant reporting period and shall be
in such format as may be determined by SEACOR-SMIT in order to
enable its affiliate SEACOR Holdings, Inc. to comply with
reporting requirements imposed by U.S. securities laws. Should
SMIT at any time reasonably request additional information to be
provided,

SEACOR-SMIT will use its best endeavors to comply with such
request. SEACOR-SMIT shall be paid a management fee of USD
125,000 per year for the administrative services provided
hereunder.

CLAUSE 7: FINANCIAL MATTERS
----------------------------

7.1 All books and financial statements shall be kept in local
currency and shall be audited annually by Arthur Andersen & Co.,
LLP or such other firm of international chartered accountants as
shall be agreed by the Board in accordance with Clause 5.12 and
appointed by a Shareholders' Meeting.

7.2 A complete set of books of account or other accounting records
shall be kept by the Company under the control of the Board in
accordance with United States generally accepted accounting
principles. All financial books and records of the Company shall
be kept in the English language.

7.3 The financial year of the Company shall be the calendar year, or
such other period as the Parties may agree from time to time, and
the accounts for the first financial year shall be closed at 31st
December 1996.

7.4 The audited financial statements of each Company shall include a
Profit and Loss Statement and a Balance Sheet and shall be
submitted to each of the Directors not later than ninety (90)
days after the end of each financial year of the Company.

7.5 The Parties shall have the right, at all times, to review the
books and records of the Company and to make copies of any of the
books and records for their own use. The Parties shall have this
right until at least two (2) years after the termination date of
this Agreement.

7.6 Either Party shall have the right to conduct specific auditing of
particular accounting item or matter during each financial year.
The Company shall be notified in writing of such specific
auditing thirty (30) days in advance. The Party requesting an
audit under this Clause shall have the right to have such audit
conducted by an independent auditor or other person having proper
knowledge and experience to do so.

7.7 The Company shall maintain both local currency and foreign
exchange bank accounts if so decided by the Board of the Company.
The Company shall hold such bank accounts in Nassau, Bahamas or
in such other jurisdiction as the parties may agree.

7.8 Foreign exchange revenues shall be retained in foreign exchange
accounts and shall only be converted into local currency to meet
approved budgeted expenditure. The authorised signatories to the
Company's bank accounts shall be any two (2) Directors in respect
of amounts below USD 30,000.00 or the local currency equivalent.
In respect of amounts above USD 30,000.00 (or the local currency
equivalent) signatories shall be any one (1) Director nominated
by SEACOR-SMIT and countersigned by any one signatory nominated
by SMIT.

The Directors' authorisation to affect payments from the
Company's bank accounts shall be limited to approved budgeted
items only.

7.9 It is the intention of the Parties that as a general rule, and
unless otherwise decided by a Shareholders' Meeting, on
finalization and audit of the financial statements of the Company
for each financial year the Company shall distribute as much as
possible of the net profit available for distribution and as
directed by the Board, having regard to:

(a) The cumulative financial situation of the Company, based
upon the financial statements for that financial year and
those for previous financial years;

(b) Amounts required to provide sufficient working capital and
any reserves (whether required by law or otherwise) for the
Company;

CLAUSE 8: TRANSFER OF SHARES
-----------------------------

8.1 In the event that one of the Parties (hereinafter called the
"First Party") wishes to transfer its shares in the Company to a
third party it shall notify the other Party (hereinafter called
the "Other Party") in writing at least sixty (60) days prior to
the intended date of transfer, stating the name of the purchasing
party, the number of shares involved and the purchase price. The
Other Party

then shall have the right either to purchase the First Party's
shares itself at the same price, or have them purchased by a
party nominated by it, or sell its shares to the First Party at
the share purchase price notified by the First Party.

If the Other Party does not exercise either of its rights
contained in this Article within sixty (60) days after receipt of
the notification of transfer intention, the First Party can
complete the share transfer transaction to the third party at a
price not lower than the notified purchase price and subject to
the consent of the Other Party to the third party becoming a
shareholder in the Company, which consent shall not be
unreasonably withheld.

8.2 If either Party wishes to transfer all or any number of its
shares in the Company to a third party it shall be a constitutory
condition that the purchasing party becomes a party to this
Agreement without reservations or prejudice.

8.3 Clause 8.1 hereof shall not be applicable if the purchasing party
is an Affiliate of the transferring Party.

CLAUSE 9: TERM AND TERMINATION
-------------------------------

9.1 This Agreement shall remain in force until it is terminated.

9.2 If a Party hereto defaults in any of its material obligations
emanating from this Agreement or any bareboat charter of any of
the Vessels to SMIT or an affiliate thereof and fails to remedy
the default within sixty (60) days after a written notice is
given by the other Party requesting it to remedy the default,
upon the occurrence of such event of default and at any time
thereafter so long as the same shall be continuing, the
non-defaulting Party may at its option, upon giving notice to the
defaulting Party, terminate this co-operation by declaring a
default under this Agreement. Thereupon the defaulting Party
(and any duly appointed nominee shareholder in whose name any
shares in both the Company are held) shall conclusively be deemed
to have offered all of its shares in the Company to the
non-defaulting Party or its nominee in accordance with Clause 8
and the non-defaulting Party or its nominee shall notwithstanding
any further right granted by law, decree, statute or otherwise
have the option to purchase all the shares of the defaulting
Party at the commercial value as certified by the auditors of the
Company.

9.3 It is understood and agreed that the defaulting Party shall
remain responsible for any sums due by it to the Company and/or
the non-defaulting Party, and the Company and the non-defaulting
Party therefore may retain any balance held by either or both of
them and due to the defaulting Party and the proceeds of sales of
the assets of the Company (if any) towards the satisfaction of
any sums due or which may become due by the defaulting Party to
the Company concerned or the non-defaulting Party.

9.4 If the non-defaulting Party or its nominee shall not be able to
or willing to purchase all of the shares held by the defaulting
Party as aforesaid the Company concerned shall be liquidated in
accordance with the applicable provisions of this Agreement, the
Memorandum of Association and the Articles of Association, and
the Parties shall duly co-operate to implement all formal
requirements in this respect, and shall execute and do all deeds,
documents and things, necessary to put the company concerned into
liquidation.

9.5 Either Party may terminate this Agreement by giving sixty
(60) days written notice to the other if and when:

(a) The vessels and all the other assets owned or operated by
the Company are expropriated or nationalised by any
government or military authority;

(b) The shares in the Company are expropriated by any government
or military authority;

(d) A liquidator or receiver or trustee or similar appointee is
appointed in relation to the other Party;

(e) A decision is made for winding up or dissolution of the
other Party;

(f) The ultimate control of one of the Parties has been acquired
by a third party.

9.6 This Agreement may be terminated by mutual agreement between the
Parties.

9.7 In any of the events provided for in Clauses 9.5 and 9.6 the
Company shall be put in liquidation.

9.8 In the event of liquidation of the Company for any reason, all
assets owned by the Company shall, subject to the provisions of
the Company Laws of the Commonwealth of the Bahamas, be disposed
of in a manner most beneficial to the Parties.

9.9 In the event that the Board of Directors of the Company shall
decide that Vessels shall be offered for sale, the order of
priority for sale of such Vessels shall be as follows unless the
parties agree otherwise:

(a) First priority shall be to sell such Vessels to another
Joint Venture between the Parties.

(b) Second priority shall be for the Board to invite both SMIT
and SEACOR-SMIT to submit a binding irrevocable offer for
the purchase of the vessel. Such offer shall be submitted
in writing in United States Dollars within 15 days of the
Board's decision to sell such Vessels and the offers shall
be opened by a notary public in London England in the
presence of a representative from both SMIT and SEACOR-SMIT.

In the event both SMIT and SEACOR-SMIT elect to submit
offers to purchase such Vessels the Party submitting the
highest unconditional offer for outright purchase of such
Vessels shall be declared the buyer and shall proceed with
the purchase formalities and take delivery of such Vessels
within 15 days of opening of the offers. Failure to
complete the purchase within the said 15 days shall entitle
the other Party to purchase such Vessels at the same price
within a further period of 15 days.

Notwithstanding the purchase procedure as described herein
the Company shall not be obliged to sell such Vessels to
either Party if the successful offer is below the current
book value of such Vessels.

In the event that neither Party submits an offer for
purchase of such Vessels or neither Party succeeds in
purchasing such Vessels, the Company shall adopt alternative
(c) herein:

CLAUSE 10: NON COMPETITION BETWEEN THE PARTIES
-----------------------------------------------

10.1 While this Agreement is in force the Parties hereto shall abide
by the provisions contained in Section 8.1 of the Asset purchase
Agreement, dated the same date as this Agreement, among SEACOR
Holdings, Inc., and certain of its subsidiaries, and SMIT
International N.V., and certain of its subsidiaries. The Parties
further agree that any breach of such provisions shall also be
deemed to be a breach of this provision.

10.2 The name of Smit and/or Seacor-Smit shall only be part of the
name of the Company as long as SMIT and SEACOR-SMIT are
Shareholders of the Company.

CLAUSE 11: CONFIDENTIALITY
---------------------------

11.1 All knowledge, data, technical and other information, including,
but not limited to budgets, reports, accounts, drawings and plans
of the Company, or disclosed by either Party to the other Party
which are neither in the public domain nor are legally bound to
be submitted, as well as all know-how data, and information
derived therefrom, shall not be disclosed by the Party receiving
such information to any third party other than institutes legally
entitled to demand same, and shall not be used by the other
Party, without the prior written consent of the Company or the
Party disclosing such information and only to the extent that
such consent has been granted.

11.2 The Parties agree that no press release or other public
announcement of any kind regarding this Agreement or any other
matter in relation hereto shall be made at any time without the
prior written consent of both Parties to the text, timing and
method of release of such press release or public announcement.

11.3 The provisions of this Clause 11 shall remain in full force and
effect for a period of two (2) years after the termination date
of this Agreement.

CLAUSE 12: WAIVER OF RIGHTS
----------------------------

12.1 Failure or delay on the part of either Party hereto to exercise
any right, power or privilege under this Agreement, or under any
other agreement relating hereto, shall not operate as a waiver
thereof; nor shall any single or partial

exercise of any right, power or privilege preclude any other
future exercise pursuant to this Agreement.

CLAUSE 13: BINDING EFFECT
--------------------------

13.1 This Agreement is made for the benefit of the Parties hereto and
shall be binding on each of them. This Agreement shall not be
changed orally, but only by a written instrument signed by the
Parties hereto.

CLAUSE 14: VALIDITY OF PROVISIONS
----------------------------------

14.1 The invalidity of any provision of this Agreement shall not
affect the validity of any other provision.

CLAUSE 15: ENTIRE AGREEMENT
----------------------------

15.1 This Agreement, Schedule A and the Exhibits 1, 2, 3 and 4
attached to this Agreement constitute the entire agreement
between the Parties with respect to the subject matter of this
Agreement and supersede all prior discussions, negotiations and
agreements between them. The Parties shall at all times operate
within the scope and in accordance with the conditions set forth
herein and in the Memorandum of and Articles of Association of
the Company. In the event of any discrepancy or conflict between
this Agreement and any of the Exhibits hereto this Agreement
shall have precedence.

CLAUSE 16: PARTIES APPROVAL
----------------------------

16.1 Where this Agreement grants a right to a Party to give its
approval to a course of action, such approval shall not
unreasonably be withheld by such Party.

CLAUSE 17: NOTICES
-------------------

17.1 Any notice or written communication provided for in this
Agreement to be given by either Party to the other Party,
including but not limited to any and all offers, writings, or
notices to be given hereunder shall be made by telefax and
confirmed by registered airmail or courier letter. The date of
receipt of a notice or communication hereunder shall be deemed to
be twelve (12) days after its postmark in the

case of an airmail letter and two (2) working days after dispatch
in the case of a courier letter.

All notices and communications shall be sent to the appropriate
address herein below set forth until the same is changed by
either Party by notice given in writing to the other Party.

SMIT: Smit International (Americas) N.V.
400 North Sam Houston
Parkway East, Suite 310
HOUSTON, Texas 77060
United States of America

Tel: +1 713 931 2150
Fax: +1 713 820 9734

SEACOR-SMIT: Seacor Holdings Inc.
1370 Avenue of the Americas, 25th floor
NEW YORK, NY 10019
United States of America

Tel: +1 212 307 6633
Fax: +1 212 582 8522

17.2 All communications between the Parties shall be in the English
language.

CLAUSE 18: COSTS
-----------------

18.1 Except as otherwise provided herein, all costs and expenses
(including legal and accounting expenses) of the Parties hereto
in connection with this Agreement shall be borne by the Party
incurring the same. The Parties shall procure that the Company
shall pay all the legal expenses relating to the formation of the
Company, the issue of share capital hereunder and all capital
duty, registration fees and other disbursements in connection
herewith and the costs and expenses of its auditors in relation
to any services to be performed by them hereunder.

CLAUSE 19: GOVERNING LAW
-------------------------

19.1 This Agreement is made under, and shall be construed, interpreted
and applied in accordance with the laws of England.

CLAUSE 20: ARBITRATION
-----------------------

20.1 Any dispute arising under this Agreement shall be settled by
arbitration in London, England, in accordance with the
Arbitration Act of 1950. The Party requesting arbitration shall
serve upon the other Party a written demand for arbitration with
the name and address of the Arbitrator appointed by it, and such
other Party shall within fourteen (14) days thereafter appoint an
Arbitrator and the two (2) Arbitrators so named shall appoint a
third within another fourteen (14) days thereafter and the
decision or award of any two (2) Arbitrators shall be final and
binding upon the Parties.

20.2 Should the Party upon whom the demand for arbitration is served
fail or refuse to appoint an Arbitrator within fourteen (14)
days, the single Arbitrator shall have the right to decide alone
and his decision or award shall be final and binding upon the
Parties.

20.3 The Arbitrator or Arbitrators shall have the discretion to impose
the cost of the arbitration upon the losing Party or divide it
between the Parties on any terms which may appear just.

CLAUSE 21: GENERAL COMPLIANCE
------------------------------

21.1 The Parties hereto agree to exercise their respective voting
rights for the time being in the Company and take such other
steps as for the time being lie within their respective powers to
give effect to the provisions of the Agreement and to procure
that the Company concerned performs and observes the provisions
of this Agreement as if it had been joined as a party hereto.

CLAUSE 22: EXHIBITS
--------------------

THE EXHIBITS ARE AS FOLLOWS:

22.1 EXHIBIT 1: Memorandum of Association

22.2 EXHIBIT 2: Articles of Association

22.3 EXHIBIT 3: Ship Management Agreement

22.4 EXHIBIT 4: Bareboat Charter

IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be
executed by their duly authorised representatives on the date first
above written.

For and On Behalf of
SEACOR HOLDINGS INC.

/s/ John Gellert
---------------------
Authorised signatory

For and On Behalf of
SMIT-LLOYD (ANTILLEN) N.V.

/s/ Cees W. D. Bom
-----------------------
Authorised Signatory

NYFS11...:\93\73293\0013\1711\AGRD226N.020

<S> <C>
1. Shipbroker THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD BAREBOAT CHARTER
N/A CODE NAME: "BARECON 89" PART I

2. Place and date

London, 19th December, 1996

3. Owners/Place of business 4. Bareboat charterers (Charterers)/Place of business

Smit-Lloyd B.V. Seacor-Smit Offshore B.V. II
Rotterdam, The Netherlands Rotterdam, The Netherlands

5. Vessel's name, Call Sign and Flag (Cl. 9(c))

SMIT-LLOYD FORTUNE, PHOT, Dutch flag

6. Type of Vessel 7. GRT/NRT

Offshore supply vessel 2042/885
8. When/Where built 9. Total DWT (abt.) in metric tons on summer freeboard

1995, Thailand 2580

10. Class (Cl. 9) 11. Date of last special survey by the Vessel's
classification society
DNV
1996

12. Further particulars of Vessel (also indicate minimum number of months' validity or class certificates agreed acc.
to Cl. 14)

Minimum 12 months' validity of Vessel's class certificates

13. Port or Place of delivery (Cl. 2) 14. Time for delivery 15. Cancelling dale (Cl. 4)
(Cl. 3)
Aberdeen N/A N/A

16. Port or Place of redelivery (Cl. 14)

Any North Sea port, at charterer's option

17. Running days' notice if other than slated in 18. Frequency of dry-docking if other than stated in
Cl. 3 Cl. 9(f)

N/A As per class requirements

19. Trading Limits (Cl. 5)

As per insurance clause

20. Charter period 21. Charter hire (Cl. 10)

Maximum 5 years (See box 34) U$D 3,745 per day

22. Rate of interest payable acc. to Cl. 10(f) and, 23. Currency and method of payment (Cl. 10)
if applicable, acc. to PART IV
United States Dollars, bank transfer

24. Place of payment; also state beneficiary and 25. Bank guarantee/bond (sum and place) (Cl. 22) (optional)
bank account (Cl. 10)
N/A
To be nominated by owner

26. Mortgage(s), if any, (state whether Cl. 11(a) or 27. Insurance (marine and war risks) (state value acc. to Cl.
(b) applies; if 11(b) applies state date 12(f) or, if applicable, acc. to Cl. 13(k)) (also state if
and Deed(s) of Covenant and name of Mortgagee(s)/ Cl. 13 applies)
Place of business) (Cl. 11)
DFL 18,000,000.00
(DFL 4,500,00 Disbursements)
<PAGE>
<PAGE>

(continued) "BARECON 89" Standard Bareboat Charter PART I

28. Additional insurance cover, if any, for Owners' 29. Additional insurance cover, if any, for Charterers'
account limited to (Cl. 12(b)) or, if applicable, account limited to (Cl. 12(b)) or, if applicable, (Cl. 13(g))
(Cl. 13(g))
N/A

30. Latent defects (only to be filled in if period 31. War cancellation (indicate countries agreed) (Cl. 24)
other than stated in Cl. 2)
As per insurance cover

32. Brokerage commission and to whom payable (Cl. 25)

N/A

33. Law and arbitration (state 26.1., 26.2., or 34. Number of additional clauses covering special provisions,
26.3. of Cl. 26 as agreed; if 26.3. agreed, also if agreed
state place of arbitration) (Cl. 26)
- 4 additional clauses
English Law - 1 "5 Years Bareboat Schedule"
- Smit Fleet Inventory List

35. Newbuilding Vessel (indicate with "yes" or "no" 36. Name and place of Builders (only to be filled in if Part
whether Part III applies) (optional) III applies)
--------

37. Vessel's Yard Building No. (only to be filled in 38. Date of Building Contract (only to be filled in if Part
if Part III applies) III applies)

39. Hire/Purchase agreement (indicate with "yes" or 40. Bareboat Charter Registry (indicate with "yes" or "no"
"no" whether Part IV applies) (optional) whether Part V applies) (optional)
-------- --------

41. Flag and Country of the Bareboat Charter 42. Country of the Underlying Registry (only to be filled in
Registry (only to be filled in if Part V applies) if Part V applies)

PREAMBLE. - It is mutually agreed that this Contract shall be performed subject to the conditions contained in this
Charter which shall include PART I and PART II. In event of a conflict of conditions, the provisions of PART I shall
prevail over those of PART II to the extent of such conflict but no further. It is further mutually agreed that PART
III and/or PART IV and/or PART V shall only apply and shall only form part of this Charter if expressly agreed and
stated in the Boxes 35, 39 and 40. If PART III and/or PART IV and/or PART V apply, it is further mutually agreed
that in the event of a conflict of conditions, the provisions of PART I and PART II shall prevail over those of PART
III and/or PART IV and/or PART V to the extent of such conflict but no further.

Signature (Owners) Signature (Charterers)

Smit-Lloyd B.V. Seacor-Smit Offshore B.V. II

/s/ Henk Kievit /s/ John Gellert

</TABLE>
<PAGE>

<PAGE>
PART II
"BARECON 89" STANDARD BAREBOAT CHARTER

1. Definitions

In this Charter, the following terms shall have the meanings
hereby assigned to them.
"The Owners" shall mean the person or company registered as Owners
----------
of the Vessel.
"The Charterers" shall mean the Bareboat charterers and shall not
--------------
be construed to mean a time charterer or a voyage charterer.

2. Delivery (not applicable to newbuilding vessels)
---
The Vessel shall be delivered and taken over by the Charterers at
the port or place indicated in Box 13, in such ready berth as the
Charterers may direct. The Owners shall before and at the time of
delivery exercise due diligence to make the Vessel seaworthy and
in every respect ready in hull, machinery and equipment for
service under this Charter. The Vessel shall be properly
documented at time of delivery.

The delivery to the Charterers of the Vessel and the taking over
of the Vessel by the Charterers shall constitute a full
performance by the Owners of all the Owners' obligations under
Clause 2, and thereafter the Charterers shall not be entitled to
make or assert any claim against the Owners on account of any
conditions, representations or warranties expressed or implied
with respect to the Vessel but the Owners shall be responsible for
repairs or renewals occasioned by latent defects in the Vessel,
her machinery or appurtenances existing at the time of delivery
under the Charter, provided such defects have manifested
themselves within 18 months after delivery unless otherwise
provided in Box 30.

3. Time for Delivery (not applicable to newbuilding vessels)
---
The Vessel to be delivered not before the date indicated in Box 14
unless with the Charterers' consent.

Unless otherwise agreed in Box 17, the Owners to give the
Charterers not less than 30 running days' preliminary and not less
than 14 days' definite notice of the date on which the Vessel is
expected to be ready for delivery.

The Owners to keep the Charterers closely advised of possible
changes in the Vessel's position.

NYFS11...:\93\73293\0013\1645\PARD206T.33A
<PAGE>

<PAGE>
PART II
"BARECON 89" Standard Bareboat Charter

4. Cancelling (not applicable to newbuilding vessels)
---

5. Trading Limits

The Vessel shall be employed in lawful trades for the carriage of
suitable lawful merchandise within the trading limits indicated in
Box 19.

The Charterers undertake not to employ the Vessel or suffer the
Vessel to be employed otherwise than in conformity with the terms
of the instruments of insurance (including any warranties
expressed or implied therein) without first obtaining the consent
to such employment of the Insurers and complying with such
requirements as to extra premium or otherwise as the Insurers may
prescribe. If required, the Charterers shall keep the Owners and
the Mortgagees advised of the intended employment of the Vessel.

The Charterers also undertake not to employ the Vessel or suffer
her employment in any trade or business which is forbidden by the
law of any country to which the Vessel may sail or is otherwise
illicit or in carrying illicit or prohibited goods or in any
manner whatsoever which may render her liable to condemnation,
destruction, seizure or confiscation.

Notwithstanding any other provisions contained in this Charter it
is agreed that nuclear fuels or radioactive products or waste are
specifically excluded from the cargo permitted to be loaded or
carried under this Charter. This exclusion does not apply to
radio-isotopes used or intended to be used for any industrial,
commercial, agricultural, medical or scientific purposes provided
the Owners' prior approval has been obtained to loading thereof.

6. Surveys (not applicable to newbuilding vessels)
---
Survey on Delivery and Redelivery - The Owners and Charterers
---------------------------------
shall each appoint surveyors for the purpose of determining and
agreeing in writing the condition of the Vessel at the time of
delivery and redelivery hereunder. The Owners shall bear all
expenses of the On-Survey including loss of time, if any, and the
Charterers shall bear all expenses of the Off-Survey including
loss of time, if any, at the rate of hire per day or pro rata,
also including in each case the cost of any docking and undocking,
if required, in connection herewith.

<PAGE>

<PAGE>
PART II
"BARECON 89" Standard Bareboat Charter

7. Inspection

Inspection - The Owners shall have the right at any time to
----------
inspect or survey the Vessel or instruct a duly authorized
surveyor to carry out such survey on their behalf to ascertain the
condition of the Vessel and satisfy themselves that the Vessel is
being properly repaired and maintained. Inspection or survey in
dry-dock shall be made only when the Vessel shall be in dry-dock
for the Charterers' purpose. However, the Owners shall have the
right to require the Vessel to be dry-docked for inspection if the
Charterers are not docking her at normal classification intervals.
The fees for such inspection or survey shall in the event of the
Vessel being found to be in the condition provided in Clause 9 of
this Charter be payable by the Owners and shall be paid by the
Charterers only in the event of the Vessel being found to require
repairs or maintenance in order to achieve the condition so
provided. All time taken in respect of inspection, survey or
repairs shall count as time on hire and shall form part of the
Charter period.

The Charterers shall also permit the Owners to inspect the
Vessel's log books whenever requested and shall whenever required
by the Owners furnish them with full information regarding any
casualties or other accidents or damage to the Vessel. For the
purpose of this Clause, the Charterers shall keep the Owners
advised of the intended employment of the Vessel.

8. Inventories and Consumable Oil and Stores

A complete inventory of the Vessel's entire equipment, outfit,
appliances and of all consumable stores on board the Vessel shall
be made by the Charterers in conjunction with the Owners on
delivery and again on redelivery of the Vessel. The Charterers
and the Owners, respectively, shall at the time of delivery and
redelivery take over and pay for all bunkers, lubricating oil,
water and unbroached provisions, paints, oils, ropes and other
consumable stores in the said Vessel at the then current market
prices at the ports of delivery, and redelivery, respectively.

9. Maintenance and Operation

(a) The Vessel shall during the Charter period be in the full
possession and at the absolute disposal for all purposes of the
Charterers and under their complete control in every respect. The
Charterers shall maintain the Vessel, her machinery, boilers,
appurtenances and spare parts in a good

<PAGE>

<PAGE>
PART II
"BARECON 89" Standard Bareboat Charter

state of repair, in efficient operating condition and in
accordance with good commercial maintenance practice and except as
provided for in Clause 13 (i), they shall keep the Vessel with
unexpired classification of the class indicated in Box 10 and with
other required certificates in force at all times. The Charterers
to take immediate steps to have the necessary repairs done within
a reasonable time failing which the Owners shall have the right of
withdrawing the Vessel from the service of the Charterers without
noting any protest and without prejudice to any claim the Owners
may otherwise have against the Charterers under the Charter.

Unless otherwise agreed, in the event of any improvement,
structural changes or expensive new equipment becoming necessary
for the continued operation of the Vessel by reason of new class
requirements or by compulsory legislation costing more than 5 per
cent of the Vessel's marine insurance value as stated in Box 27,
then the extent, if any, to which the rate of hire shall be varied
and the ratio in which the cost of compliance shall be shared
between the parties concerned in order to achieve a reasonable
distribution thereof as between the Owners and the Charterers
having regard, inter alia, to the length of the period remaining
under the Charter, shall in the absence of agreement, be referred
to arbitration according to Clause 26.

The Charterers are required to establish and maintain financial
security or responsibility in respect of oil or other pollution
damage as required by any government, including Federal, state or
municipal or other division or authority thereof, to enable the
Vessel, without penalty or charge, lawfully to enter, remain at,
or leave any port, place, territorial or contiguous waters of any
country, state or municipality in performance of this Charter
without any delay. This obligation shall apply whether or not
such requirements have been lawfully imposed by such government or
division or authority thereof. The Charterers shall make and
maintain all arrangements by bond or otherwise as may be necessary
to satisfy such requirements at the Charterers' sole expense and
the Charterers shall indemnify the Owners against all consequences
whatsoever (including loss of time) for any failure or inability
to do so.

TOVALOP SCHEME (Applicable to oil tank vessels only). - The
Charterers are required to enter the Vessel under the TOVALOP
SCHEME or under any similar compulsory scheme upon delivery under
this Charter and to maintain her so during the currency of this
Charter.

<PAGE>

<PAGE>
PART II
"BARECON 89" Standard Bareboat Charter

(b) The Charterers shall at their own expense and by their own
procurement, man, victual, navigate, operate, supply, fuel and
repair the Vessel whenever required during the Charter period and
they shall pay all charges and expenses of every kind and nature
whatsoever incidental to their use and operation of the Vessel
under this Charter, including any foreign general municipality
and/or state taxes. The Master, officers and crew of the Vessel
shall be the servants of the Charterers for all purposes
whatsoever, even if for any reason appointed by the Owners.

Charterers shall comply with the regulations regarding officers
and crew in force in the country of the Vessel's flag or any other
applicable law.

(c) During the currency of this Charter, the Vessel shall retain
her present name as indicated in Box 5 and shall remain under and
fly the flag as indicated in Box 5. Provided, however, that the
Charterers shall have the liberty to paint the Vessel in their own
colours, install and display their funnel insignia and fly their
own house flag. Painting and re-painting instalment and re-
instalment to be for the Charterers' account and time used thereby
to count as time on hire.

(d) The Charterers shall make no structural changes in the Vessel
or changes in the machinery, boilers, appurtenances or spare parts
thereof without in each instance first securing the Owners'
approval thereof. If the Owners so agree, the Charterers shall,
if the Owners so require, restore the Vessel to its former
condition before the termination of the Charter.

(e) The Charterers shall have the use of all outfit, equipment and
appliances on board the Vessel at the time of delivery, provided
the same or their substantial equivalent shall be returned to the
Owners on redelivery in the same good order and condition as when
received, ordinary wear and tear excepted. The Charterers shall
from time to time during the Charter period replace such items of
equipment as shall be so damaged or worn as to be unfit for use.
The Charterers are to procure that all repairs to or replacement
of any damaged, worn or lost parts or equipment be effected in
such manner (both as regards workmanship and quality of materials)
as not to diminish the value of the Vessel. The Charterers have
the right to fit additional equipment at their expense and risk
but the Charterers shall remove such equipment of the end of the
period if requested by the Owners.

<PAGE>

<PAGE>
PART II
"BARECON 89" Standard Bareboat Charter

Any equipment including radio equipment on hire on the Vessel at
time of delivery shall be kept and maintained by the Charterers
and the Charterers shall assume the obligations and liabilities of
the Owners under any lease contracts in connection therewith and
shall reimburse the Owners for all expenses incurred in connection
therewith, also for any new equipment required in order to comply
with radio regulations.

(f) The Charterers shall dry-dock the Vessel and clean and paint
her underwater parts whenever the same may be necessary, but not
less than once in every eighteen calendar months after delivery
unless otherwise agreed in Box 18.

10. Hire

(a) The Charterers shall pay to the Owners for the hire of the
Vessel at the lump sum per calendar month as indicated in Box 21
commencing on and from the date and hour of her delivery to the
Charterers and at and after the agreed lump sum for any part of a
month. Hire to continue until the date and hour when the Vessel
is redelivered by the Charterers to her Owners.

(b) Payment of Hire, except for the first and last month's Hire,
if sub-clause (c) of this Clause is applicable, shall be made in
cash without discount every month in advance on the first day of
each month in the currency and in the manner indicated in Box 23
and at the place mentioned in Box 24.

(c) Payment of Hire for the first and last month's Hire if less
than a full month shall be calculated proportionally to the number
of days in the particular calendar month and advance payment to be
effected accordingly.
(d) Should the Vessel be lost or missing, Hire to cease from the
date and time when she was lost or last heard of. Any Hire paid
in advance to be adjusted accordingly.

(e) Time shall be of the essence in relation to payment of Hire
hereunder. In default of payment beyond a period of seven running
days, the Owners shall have the right to withdraw the Vessel from
the service of the Charterers without noting any protest and
without interference from any court or any other formality
whatsoever and shall without prejudice to any other claim the
Owners may otherwise have against the Charterers under the
Charter, be entitled to damages in respect of all costs and losses
incurred as a result of the charterers' default and the ensuing
withdrawal of the Vessel.

<PAGE>

<PAGE>
PART II
"BARECON 89" Standard Bareboat Charter

(f) Any delay in payment of Hire shall entitle the Owners to an
interest at the rate per annum as agreed in Box 22. If Box 22 has
not been filled in, the current market rate in the country where
the Owners have their Principal Place of Business shall apply.

11. Mortgages

(a) Owners warrant that they have not effected any mortgage of the
Vessel.

(b) The Owners warrant that they have not effected any mortgage(s)
other than stated in Box 26 and that they will not effect any
other mortgage(s) without the prior consent of the Charterers.

(Optional Clauses 11(a) and 11(b) are alternatives; indicate
alternative agreed in Box 26).

12. Insurance and Repairs

(a) During the Charter period the Vessel shall be kept insured by
the Charterers at their expense against marine, war and Protection
and Indemnity risks in such form as the Owners shall in writing
approve, which approval shall not be unreasonably withheld. Such
marine, war and P. and I. insurances shall be arranged by the
Charterers to protect the interests of both the Owners and the
Charterers and mortgagees (if any), and the Charterers shall be at
liberty to protect under such insurances the interests of any
managers they may appoint. All insurance policies shall be in the
joint names of the Owners and the Charterers as their interests
may appear.

If the Charterers fail to arrange and keep any of the insurances
provided for under the provisions of sub-clause (a) above in the
manner described therein, the Owners shall notify the Charterers
whereupon the Charterers shall rectify the position within seven
running days, failing which Owners shall have the right to
withdraw the Vessel from the service of the Charterers without
prejudice to any claim the Owners may otherwise have against the
Charterers.

The Charterers shall, subject to the approval of the Owners and
the Underwriters, effect all insured repairs and shall undertake
settlement of all costs in connection with such repairs as well as
insured charges, expenses and liabilities (reimbursement to be
secured by the Charterers from the

<PAGE>

<PAGE>
PART II
"BARECON 89" Standard Bareboat Charter

Underwriters) to the extent of coverage under the insurances
herein provided for.

The Charterers also to remain responsible for and to effect
repairs and settlement of costs and expenses incurred thereby in
respect of all other repairs not covered by the insurances and/or
not exceeding any possible franchise(s) or deductibles provided
for in the insurances.

All time used for repairs under the provisions of sub-clause (a)
of this Clause and for repairs of latent defects according to
Clause 2 above including any deviation shall count as time on hire
and shall form part of the Charter period.

(b) If the conditions of the above insurances permit additional
insurance to be placed by the parties, such cover shall be limited
to the amount for each party set out in Box 28 and Box 29,
respectively. The Owners or the Charterers as the case may be
shall immediately furnish the other party with particulars of any
additional insurance effected, including copies of any cover notes
or policies and the written consent of the insurers of any such
required insurance in any case where the consent of such insurers
is necessary.

(c) Should the Vessel become an actual, constructive, compromised
or agreed total loss under the insurances required under sub-
clause (a) of Clause 12, all insurance payments for such loss
shall be paid to the Mortgagee, if any, in the manner described in
the Deed(s) of Covenant, who shall distribute the moneys between
themselves, the Owners and the Charterers according to the
respective interests. The Charterers undertake to notify the
Owners and the Mortgagee, if any, of any occurrences in
consequence of which the Vessel is likely to become a Total Loss
as defined in this Clause.

(d) If the Vessel becomes an actual, constructive, compromised or
agreed total loss under the insurances arranged by the Charterers
in accordance with sub-clause (a) of this Clause, this Charter
shall terminate as of the date of such loss.

(e) The Owners shall upon the request of the Charterers, promptly
execute such documents as may be required to enable the Charterers
to abandon the Vessel to insurers and claim a constructive total
loss.

<PAGE>

<PAGE>
PART II
"BARECON 89" Standard Bareboat Charter

(f) For the purpose of insurance coverage against marine and war
risks under the provisions of subclause (a) of this Clause, the
value of the Vessel is the sum indicated in Box 27.

13. Insurance, Repairs and Classification

(Optional, only to apply if expressly agreed and stated in Box 27,
--------
in which event Clause 12 shall be considered deleted).

14. Redelivery

The Charterers shall at the expiration of the Charter period
redeliver the Vessel at a safe and ice-free port or place as
indicated in Box 16. The Charterers shall give the Owners not
less than 30 running days' preliminary and not less than 14 days'
definite notice of expected date, range of ports of redelivery or
port or place of redelivery. Any changes thereafter in Vessel's
position shall be notified immediately to the Owners.

Should the Vessel be ordered on a voyage by which the Charter
period may be exceeded the Charterers to have the use of the
Vessel to enable them to complete the voyage, provided it could be
reasonably calculated that the voyage would allow redelivery about
the time fixed for the termination of the Charter.

The Vessel shall be redelivered to the Owners in the same or as
good structure, state, condition and class as that in which she
was delivered, fair wear and tear not affecting class excepted.

The Vessel upon redelivery shall have her survey cycles up to date
and class certificates valid for at least the number of months
agreed in Box 12.

15. Non-Lien and Indemnity

The Charterers will not suffer, nor permit to be continued, any
lien or encumbrance incurred by them or their agents which might
have priority over the title and interest of the Owners in the
Vessel.

The Charterers further agree to fasten to the Vessel in a
conspicuous place and to keep so fastened during the Charter
period a notice reading as follows: -

<PAGE>

<PAGE>
PART II
"BARECON 89" Standard Bareboat Charter

"This Vessel is the property of (name of Owners) it is under
charter to (name of Charterers) and by the terms of the Charter
Party neither the Charterers nor the Master have any right, power
or authority to create, incur or permit to be imposed on the
Vessel any lien whatsoever."

The Charterers shall indemnify and hold the Owners harmless
against any lien of whatsoever nature arising upon the Vessel
during the Charterers period while she is under the control of the
Charterers and against any claims against the Owners arising out
of or in relation to the operation of the Vessel by the
Charterers. Should the Vessel be arrested by reason of claims or
liens arising out of the operation hereunder by the Charterers.
The Charterers shall at their own expense take all reasonable
steps to secure that within a reasonable time the Vessel is
released and at their own expense put up bail to secure release of
the Vessel.

16. Lien

The Owners have a lien upon all cargoes and sub-freights belonging
to the Charterers and any Bill of Lading freight for all claims
under this Charter, and the Charterers to have a lien on the
Vessel for all moneys paid in advance and not earned.

17. Salvage

All salvage and towage performed by the Vessel shall be for the
Charterers' benefit and the cost of repairing damages occasioned
thereby shall be borne by the Charterers.

18. Wreck Removal

In the event of the Vessel becoming a wreck or obstruction to
navigation the Charterers shall indemnify the Owners against any
sums whatsoever which the Owners shall become liable to pay and
shall pay in consequence of the Vessel becoming a wreck or
obstruction to navigation.

19. General Average

General Average, if any, shall be adjusted according to the York-
Antwerp Rules 1974 or any subsequent modification thereof current
at the time of the casualty.

The Charter Hire not to contribute to General Average.

<PAGE>

<PAGE>
PART II
"BARECON 89" Standard Bareboat Charter

20. Assignment and Sub-Demise

The Charterers shall not assign this Charter nor sub-demise the
Vessel except with the prior consent in writing of the Owners
which shall not be unreasonably withheld and subject to such terms
and conditions as the Owners shall approve.

21. Bills of Lading

The Charterers agree to indemnify the Owners against all
consequences or liabilities arising from the Master, officers or
agents signing Bills of Lading or other documents.

22. Bank Guarantee

23. Requisition/Acquisition

(a) In the event of the Requisition for Hire of the Vessel by any
governmental or other competent authority (hereinafter referred to
as "Requisition for Hire") irrespective of the date during the
Charter period when "Requisition for Hire" may occur and
irrespective of the length thereof and whether or not it be for an
indefinite or a limited period of time, and irrespective of
whether it may or will remain in force for the remainder of the
Charter period, this Charter shall not be deemed thereby or
thereupon to be frustrated or otherwise terminated and the
Charterers shall continue to pay the stipulated hire in the manner
provided by this Charter until the time when the Charter would
have terminated pursuant to any of the provisions hereof always
provided however that in the event of "Requisition for Hire" any
Requisition Hire or compensation received or receivable by the
Owners shall be payable to the Charterers during the remainder of
the Charter period or the period of the "Requisition for Hire"
whichever be the shorter.

The Hire under this Charter shall be payable to the Owners from
the same time as the Requisition Hire is payable to the
Charterers.

(b) In the event of the Owners being deprived of their ownership
in the Vessel by any Compulsory Acquisition of the Vessel or
requisition for title by any governmental or other competent
authority (hereinafter referred to as "Compulsory Acquisition"),
then, irrespective of the date during the Charter period when
"Compulsory Acquisition" may occur, this Charter shall be deemed
terminated as of the date of such "Compulsory Acquisition". In
such event Charter Hire to be

<PAGE>

<PAGE>
PART II
"BARECON 89" Standard Bareboat Charter

considered as earned and to be paid up to the date and time of
such "Compulsory Acquisition".

24. War

(a) The Vessel unless the consent of the Owners be first ordained
not to be ordered nor continue to any place or on any voyage not
be used on any service which will bring her within a zone which is
dangerous as the result of any actual or threatened act of war,
war hostilities, warlike operations, acts of piracy or of
hostility or malicious damage against this or any other vessel or
its cargo by any person, body, or state whatsoever, revolution,
civil war, civil commotion or the operation of international law,
nor be exposed in any way to any risks or penalties whatsoever
consequent upon the imposition of Sanctions nor carry any goods
that may in any way expose her to any risks of seizure, capture,
penalties or any other interference of any kind whatsoever by the
belligerent or fighting powers or by any Government or Ruler.

(b) The Vessel to have liberty to comply with any orders or
directions as to departure, arrival, routes, ports of call,
stoppages, destination, delivery or in any other wise whatsoever
given by the Government of the nation under whose flag the Vessel
sails or any other Government or any person (or body) acting or
purporting to act with the authority of such Government or by any
committee or person having under the Terms of the war risks
insurance on the Vessel the right to give any such orders or
directions.

(c) In the event of outbreak of war (whether there be a
declaration of war or not) between any two or more of the
countries as stated in Box 31, both the Owners and the Charterers
shall have the right to cancel this Charter, whereupon the
Charterers shall deliver the vessel to the Owners in accordance
with Clause 14, if she has cargo on board ___________ thereof at
destination; or if debarred under this Clause from reaching or
entering it at a near open and safe port as directed by the
Owners, or if she has no cargo on board, at the port at which she
then is or if at sea at a near open and safe port as directed by
the Owners. In all cases hire shall continue to be paid in
accordance with Clause 10 and except as aforesaid all other
provisions of this Charter shall apply until redelivery.

25. Commission

<PAGE>

<PAGE>
PART II
"BARECON 89" Standard Bareboat Charter

26. Law and Arbitration

26.1. This Charter shall be governed by English law and any
dispute arising out of this Charter shall be referred to
arbitration in London, one arbitrator being appointed by each
party, in accordance with the Arbitration Acts 1950 and 1979 or
any statutory modification or re-enactment thereof for the time
being in force. On the receipt by one party of the nomination in
writing of the other party's arbitrator, that party shall appoint
their arbitrator within fourteen days, failing which the decision
of the single Arbitrator appointed shall apply if two Arbitrators
properly appointed shall not agree they shall appoint an umpire
whose decision shall be final.

26.2. Should any dispute arise out of this Charter, the matter in
dispute shall be referred to three persons at New York, one to be
appointed by each of the parties hereto, and the third by the two
so chosen; their decision or that of an two of them shall be
final, and for purpose of enforcing any award, this agreement may
be made a rule of the Court.

The arbitrators shall be members of the Society of Maritime
Arbitrators, Inc. of New York and the proceedings shall be
conducted in accordance with the rules of the Society.

26.3. Any dispute arising out of this Charter shall be referred
to arbitration at the place indicated in Box 33, subject to the
law and procedures as applicable there.

26.4. If Box 33 in Part I is not filled in, sub-clause 26.1 of
this Clause shall apply.

26.1., 26.2. and 26.3 are alternatives, indicate alternative
agreed in Box 33.

PART III

PROVISIONS TO APPLY FOR NEW BUILDING VESSELS ONLY
(Optional, only to apply if expressly agreed and stated in Box 35)
--------

PART IV

HIRE/PURCHASE AGREEMENT
(Optional, only to apply if expressly agreed and stated in Box 39)
--------

<PAGE>

<PAGE>
PART V
PROVISIONS TO APPLY FOR VESSELS REGISTERED IN A
BAREBOAT CHARTER REGISTRY
(Optional, only to apply if expressly agreed and stated
--------
in Box 40)

Definitions

For the purpose of this PART V, the following terms shall have the
meanings hereby assigned to them:

"The Bareboat Charter Registry" shall mean the registry of the State
-----------------------------
whose flag the Vessel will fly and in which the Charterers are
registered as the bareboat charterers during the period of the
Bareboat Charter.

"The Underlying Registry" shall mean the registry of the State in
-----------------------
which the Owners of the Vessel are registered as Owners and to which
jurisdiction and control of the Vessel will revert upon termination of
the Bareboat Charter Registration.

Mortgage

The Vessel chartered under the Charter is financed by a mortgage and
the provisions of clause 11 (b) (Part II) shall apply.

Termination of Charter by Default

If the Vessel chartered under this Charter is registered in a Bareboat
Charter Registry as stated in Box 41, and if the Owners shall default
in the payment of any amounts due under the mortgage(s) specified in
Box 26, the Charterers shall, if so required by the mortgagee, direct
the Owners to re-register the Vessel in the Underlying Registry as
shown in Box 42.

In the event of the Vessel being deleted from the Bareboat Charter
Registry as stated in Box 41, due to a default by the Owners in the
payment of any amounts due under the mortgage(s), the Charterers shall
have the right to terminate this Charter forthwith and without
prejudice to any other claim they may have against the Owners under
this Charter.

<PAGE>

<PAGE>
Additional clauses "SMIT-LLOYD FORTUNE"

1. Notwithstanding anything contained in clause 10(b), Charterers
shall pay for the period of time from the closing until and
including 31 December, 1996 a daily charter higher of USD 3,745
per day or pro rata thereof.

2. At the end of the charter period, the Charterers have the
obligation to buy the vessel and take delivery thereof in all
respects for an amount of USD 5,640,931 as indicated in the 5
Years Bareboat-Schedule in column B opposite month 60. For the
purpose of this charter the month of January 1997 shall be deemed
to be Month 1. The 5 Years Bareboat-Schedule is attached hereto,
and forms an integral part of this Charter.

3. The Charterers have the option to purchase the Vessel at any time
during the charter term provided such option is exercised as per
the first day of a calendar month and provided that the Charterers
have notified the Owners two weeks in advance. In the event the
purchase option is so exercised, the Charterers shall pay to the
Owners upon transfer of title, which shall be free and clear of
all claims, liens, or encumbrances of any nature (other than any
created by Charterers) to the Vessel the amount indicated opposite
the relevant month (being defined as the month following the month
in which the notice was given) in the 5 Years Bareboat-Schedule in
column A, and the amount so payable shall be paid by Charterers to
Owners by delivery of a 5 3/8% convertible note due November 15,
2006 issued by Seacor Holdings, Inc. in the face amount of USD
3,375,000 and the balance shall be paid in cash. The parties
agree they will negotiate in good faith promptly after the date
hereof documentation of the appropriate terms for registration of
said convertible notes and the common stock into which it is
convertible and related matters.

In the event the Charterers exercise such purchase option the
amount of the purchase option will be increased by the amount of
any Obligation of the Owners to repay subsidy paid by Owners in
connection with the construction of the Vessel subsidy payment
obligation which is actually paid by the Owners.

4. If there is a loss covered by Clause 12 (c) and (d), insurance
proceeds shall be payable as follows: (a) to owners up to the
amount specified in column B in the month in which such loss
occurs and (b) the balance shall be paid to charterers, provided
all charter hire has been paid.

<PAGE>
<TABLE>
<CAPTION>
<S> <C>
1. Shipbroker THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD BAREBOAT CHARTER
N/A CODE NAME: "BARECON 89" PART I

2. Place and date

London, 19th December, 1996

3. Owners/Place of business 4. Bareboat charterers (Charterers)/Place of business

Smit-Lloyd B.V. Seacor-Smit Offshore B.V. II
Rotterdam, The Netherlands Rotterdam, The Netherlands

5. Vessel's name, Call Sign and Flag (Cl. 9(c))

SMIT-LLOYD FAME, PHOS, Dutch flag

6. Type of Vessel 7. GRT/NRT

Offshore Supply Vessel 2042/885
8. When/Where built 9. Total DWT (abt.) in metric tons on summer freeboard

1995, Thailand 2493

10. Class (Cl. 9) 11. Date of last special survey by the Vessel's
classification society
Lloyd's Register
1996

12. Further particulars of Vessel (also indicate minimum number of months' validity or class certificates agreed acc.
to Cl. 14)

Minimum 12 months' validity of Vessel's class certificates

13. Port or Place of delivery (Cl. 2) 14. Time for delivery (Cl. 15. Cancelling dale (Cl. 4)
3)
Aberdeen N/A
19th December, 1996

16. Port or Place of redelivery (Cl. 14)

Any North Sea port, at charterer's option

17. Running days' notice if other than slated 18. Frequency of dry-docking if other than stated
in Cl. 3 in Cl. 9(f)

N/A As per class requirements

19. Trading Limits (Cl. 5)

As per insurance clause

20. Charter period 21. Charter hire (Cl. 10)

Maximum 5 years (See box 34) U$D 3,563 per day
22. Rate of interest payable acc. to Cl. 10(f) and, 23. Currency and method of payment (Cl. 10)
if applicable, acc. to PART IV
United States Dollars, bank transfer

<PAGE>

(continued) "BARECON 89" Standard Bareboat Charter PART I

24. Place of payment, also state beneficiary and 25. Bank guarantee/bond (sum and place) (Cl. 22) (optional)
bank account (Cl. 10)
N/A
Bank account, as per Owner's instructions

26. Mortgage(s), if any, (state whether Cl. 11(a) or 27. Insurance (marine and war risks) (state value acc. to Cl.
(b) applies; if 11(b) applies state date and Deed(s) 12(f) or, if applicable, acc. to Cl. 13(k)) (also state if
of Covenant and name of Mortgagee(s)/ Place of Cl. 13 applies)
business) (Cl. 11)
DFL 18,000,000.00
(DFL 4,500,00 Disbursements)

28. Additional insurance cover, if any, for Owners' 29. Additional insurance cover, if any, for Charterers'
account limited to (Cl. 12(b)) or, if applicable, account limited to Cl. 12(b)) or,if applicable, (Cl. 13(g))
(Cl. 13(g))
N/A

30. Latent defects (only to be filled in if period 31. War cancellation (indicate countries agreed) (Cl. 24)
other than stated in Cl. 2)
As per insurance cover

32. Brokerage commission and to whom payable (Cl. 25)

N/A

35. New building Vessel (indicate with "yes" or "no" 36. Name and place of Builders (only to be filled in if Part
whether Part III applies) (optional) III applies)
--------

37. Vessel's Yard Building No. (only to be filled in 38. Date of Building Contract (only to be filled in if Part
if Part III applies) III applies)

41. Flag and Country of the Bareboat Charter 42. Country of the Underlying Registry (only to be filled in
Registry (only to be filled in if Part V applies) if Part V applies)

PREAMBLE. - It is mutually agreed that this Contract shall be performed Subject to the conditions contained in this
Charter which shall include PART I and PART II. In event of a conflict of conditions, the provisions of PART I shall
prevail over those of PART II to the extent of such conflict but no further. It is further mutually agreed that PART
III and/or PART IV and/or PART V shall only apply and shall only form part of this Charter if expressly agreed and
stated in the Boxes 35, 39 and 40. If PART III and/or PART IV and/or PART V apply, it is further mutually agreed
that in the event of a conflict of conditions, the provisions of PART I and PART II shall prevail over those of PART
III and/or PART IV and/or PART V to the extent of such conflict but no further.

Signature (Owners) Signature (Charterers)

Smit-Lloyd B.V. Seacor-Smit Offshore B.V. II

/s/ Henk Kievit /s/ John Gellert

</TABLE>
<PAGE>

<PAGE>

PART II
"BARECON 89" STANDARD BAREBOAT CHARTER

1. Definitions

The delivery to the Charterers of the Vessel and the taking over
of the Vessel by the Charterers shall constitute a full
performance by the Owners of all the Owners' obligations under
Clause 2, and thereafter the Charterers shall not be entitled to
make or assert any claim against the Owners on account of any
conditions, representations or warranties expressed or implied
with respect to the Vessel but the Owners shall be responsible for
repairs or renewals occasioned by latent defects in the Vessel,
her machinery or appurtenances, existing at the time of delivery
under the Charter, provided such defects have manifested
themselves within 18 months after delivery unless otherwise
provided in Box 30.

3. Time for Delivery (not applicable to newbuilding vessels)
---
The Vessel to be delivered not before the date indicated in Box 14
unless with the Charterers' consent.

The Owners to keep the Charterers closely advised of possible
changes in the Vessel's position.

4. Cancelling (not applicable to newbuilding vessels)
---

5. Trading Limits

The Vessel shall be employed in lawful trades for the carriage of
suitable lawful merchandise within the trading limits indicated in
Box 19.

<PAGE>

PART II
"BARECON 89" STANDARD BAREBOAT CHARTER

carrying illicit or prohibited goods in any manner whatsoever
which may render her liable to condemnation, destruction, seizure
or confiscation.

6. Surveys (not applicable to newbuilding vessels)
---
Survey on Delivery and Redelivery. - The Owners and Charterers
---------------------------------
shall each appoint surveyors for the purpose of determining and
agreeing in writing the condition of the Vessel at the time of
delivery and redelivery hereunder. The Owners shall bear all
expenses of the On-Survey including loss of time, if any, and the
Charterers shall bear all expenses of the Off-Survey including
loss of time, if any, at the rate of hire per day or pro rata,
also including in each case the cost of any docking and undocking,
if required, in connection herewith.

7. Inspection

Inspection. - The Owners shall have the right at any time to
----------
inspect or survey the Vessel or instruct a duly authorized
surveyor to carry out such survey on their behalf to ascertain the
condition of the Vessel and satisfy themselves that the Vessel is
being properly repaired and maintained. Inspection or survey in
dry-dock shall be made only when the Vessel shall be in dry-dock
for the Charterers' purpose. However, the Owners shall have the
right to require the Vessel to be dry-docked for inspection if the
Charterers are not docking her at normal classification intervals.
The fees for such inspection or survey shall in the event of the
Vessel being found to be in the condition provided in Clause 9 of
this Charter be payable by the Owners and shall be paid by the
Charterers only in the event of the Vessel being found to require
repairs or maintenance in order to achieve the condition so
provided. All time taken in respect of inspection, survey or
repairs shall count as time on hire and shall form part of the
Charter period.

8. Inventories and Consumable Oil and Stores

9. Maintenance and Operation

<PAGE>

PART II
"BARECON 89" STANDARD BAREBOAT CHARTER

the Vessel, her machinery, boilers, appurtenances and spare parts
in a good state of repair, in efficient operating condition and in
accordance with good commercial maintenance practice and, except
as provided for in Clause 13(i), they shall keep the Vessel with
unexpired classification of the class indicated in Box 10 and with
other required certificates in force at all times. The Charterers
to take immediate steps to have the necessary repairs done within
a reasonable time failing which the Owners shall have the right of
withdrawing the Vessel from the service of the Charterers without
noting any protest and without prejudice to any claim the Owners
may otherwise have against the Charterers under the Charter.

TOVALOP SCHEME. (Applicable to oil tank vessels only). - The
Charterers are required to enter the Vessel under the TOVALOP
SCHEME or under any similar compulsory scheme upon delivery under
this Charter and to maintain her so during the currency of this
Charter.

Charterers shall comply with the regulations regarding officers
and crew in force in the country of the Vessel's flag or any other
applicable law.

(c) During the currency of this Charter, the Vessel shall retain
her present name as indicated in Box 5 and shall remain under and
fly the flag as indicated in Box 5. Provided, however, that the
Charterers shall have the liberty to paint the Vessel in their own
colours, install and display their funnel insignia and fly their
own house flag. Painting and re-painting, instalment and re-
instalment to be for the Charterers' account and time used thereby
to count as time on hire.

<PAGE>

PART II
"BARECON 89" STANDARD BAREBOAT CHARTER

10. Hire

(c) Payment of Hire for the first and last month's Hire if less
than a full month shall be calculated proportionally according to
the number of days in the particular calendar month and advance
payment to be effected accordingly.

(d) Should the Vessel be lost or missing, Hire to cease from the
date and time when she was lost or last heard of. Any Hire paid
in advance to be adjusted accordingly.

(e) Time shall be of the essence in relation to payment of Hire
hereunder. In default of payment beyond a period of seven running
days, the Owners shall have the right to withdraw the Vessel from
the service of the Charterers without noting any protest and
without interference by any court or any other formality
whatsoever and shall, without prejudice to any other claim the
Owners may otherwise have against the Charterers

NYFS11...:\93\73293\0013\1645\PARD216R.22A
<PAGE>

<PAGE>

PART II
"BARECON 89" STANDARD BAREBOAT CHARTER

under the Charter, be entitled to damages in respect of all costs
and losses incurred as a result of the Charters' default and the
ensuing withdrawal of the Vessel.

(f) Any delay in payment of Hire shall entitle the Owners to an
interest at the rate per annum as agreed in Box 22. If Box 22 has
not been filled in the current market rate in the country where
the Owners have their Principal Place of Business shall apply.

11. Mortgages

(a) Owners may warrant that they have not effected any mortgage of
the Vessel.

(b) The Owners warrant that they have not effected any mortgage(s)
other than stated in Box 26 and that they will not effect any
other mortgage(s) without the prior consent of the Charterers.

(Optional, Clauses 11(a) and 11(b) are alternatives; indicate
--------
alternative agreed in Box 26).

12. Insurance and Repairs

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<PAGE>

<PAGE>

PART II
"BARECON 89" STANDARD BAREBOAT CHARTER

party with particulars of any additional insurance effected,
including copies of any cover notes or policies and the written
consent of the insurers of any such required insurance in any case
where the consent of such insurers is necessary.

(f) For the purpose of insurance coverage against marine and war
risks under the provisions of sub-clause (a) of this Clause, the
value of the Vessel is the sum indicated in Box 27.

13. Insurance, Repairs and Classification

(Optional, only to apply if expressly agreed and stated in Box 27,
--------
in which event Clause 12 shall be considered deleted).

14. Redelivery

The Vessel shall be redelivered to the Owners in the same or as
good structure, state, condition and class as that in which she
was delivered, fair wear and tear not affecting class excepted.

The Vessel upon redelivery shall have her survey cycles up to date
and class certificates valid for at least the number of months
agreed in Box 12.

15. Non-Lien and indemnity

The Charterers will not suffer, nor permit to be continued, any
lien or encumbrance incurred by them or their agents which might
have priority over the title and interest of the Owners in the
Vessel.

NYFS11...:\93\73293\0013\1645\PARD216R.22A
<PAGE>

<PAGE>

PART II
"BARECON 89" STANDARD BAREBOAT CHARTER

The Charterers further agree to fasten to the Vessel in a
conspicuous place and to keep so fastened during the Charter
period a notice reading as follows:-

"This Vessel is the property of (name of Owners\it is under
charter to (name of Charterers) and by the terms of the Charter
Party neither the Charterers nor the Master have any right, power
or authority to create, incur or permit to be imposed on the
Vessel any lien whatsoever."

The Charterers shall indemnify and hold the Owners harmless
against any lien of whatsoever nature arising upon the Vessel
during the Charter period while she is under the control of the
Charterers, and against any claims against the Owners arising out
of or in relation to the operation of the Vessel by the
Charterers. Should the Vessel be arrested by reason of claims or
liens arising out of her operation hereunder by the Charterers,
the Charterers shall at their own expense take all reasonable
steps to secure that within a reasonable time the Vessel is
released and at their own expense put up bail to secure release of
the Vessel.

16. Lien

17. Salvage

At salvage and towage performed by the Vessel shall be for the
Charterers' benefit and the cost of repairing damage occasioned
thereby shall be borne by the Charterers.

18. Wreck Removal

In the event of the Vessel becoming a wreck or destruction to
navigation the Charterers shall indemnify the Owners against any
sums whatsoever which the Owners shall become liable to pay and
shall pay in consequence of the Vessel becoming a wreck or
obstruction in navigation.

19. General Average

General Average, if any, shall be adjusted according to the York-
Antwerp Rules 1974 or any subsequent modification thereof current
at the time of the casualty.

The Charter Hire not to contribute to General Average.

20. Assignment and Sub-Demise

21. Bills of Lading

The Charterers agree to indemnify the Owners against all
consequences or liabilities arising from the Master, officers or
agents signing Bills of Lading or other documents.

22. Bank Guarantee

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<PAGE>

<PAGE>

PART II
"BARECON 89" STANDARD BAREBOAT CHARTER

23. Requisition/Acquisition

The Hire under this Charter shall be payable to the Owners from
the same time as the Requisition Hire is payable to the
Charterers.

24. War

(a) The Vessel unless the consent of the Owners be first obtained
not to be ordered nor continue to any place or on any voyage not
be used on any service which will bring her within a zone which is
dangerous as the result of any actual or threatened act of war,
hostilities, warlike operations, acts of piracy or of hostility or
malicious damage against this or any other vessel or its cargo by
any person, body or State whatsoever, revolution, civil war, civil
commotion or the operation of international law, nor be exposed in
any way to any risks or penalties whatsoever consequent upon the
imposition of Sanctions nor carry any goods that may in any way
expose her to any risks of seizure, capture, penalties or any
other interference of any kind whatsoever by the belligerent or
fighting powers or by any Government or Ruler.

(b) The Vessel to have liberty to comply with any orders or
directions as to departure, arrival, routes, ports of call,
stoppages, destination, delivery or in any other wise whatsoever
given by the Government of the nation under whose flag the Vessel
sails or any other Government or any person (or body) acting or
purporting to act with the authority of such Government or by any
committee or person having under the terms of the war risks
insurance on the Vessel the right to give any such orders or
directions.

(c) In the event of outbreak of war (whether there be a
declaration of war or not) between any two or more of the
countries as stated in Box 31, both the Owners and the Charterers
shall have the right to cancel this Charter, whereupon the
Charterers shall deliver the Vessel to the Owners in accordance
with Clause 14, if she has cargo on board after discharge thereof
at destination, or if debarred under this clause from reaching or
entering it as a near open and safe port as directed by the
Owners, or if she has no cargo on board, at the port at which she
then is or if at sea at a near open and safe port as directed by
the Owners. In all cases

NYFS11...:\93\73293\0013\1645\PARD216R.22A
<PAGE>

<PAGE>

PART II
"BARECON 89" STANDARD BAREBOAT CHARTER

Hire shall continue to be paid in accordance with Clause 10 and
except as aforesaid all other provisions of this Charter shall
apply until redelivery.

25. Commission

26. Law and Arbitration

26.1. This Charter shall be governed by English law and any
dispute arising out of this Charter shall be referred to
arbitration in London, one arbitrator being appointed by each
party, in accordance with the Arbitration Acts 1950 and 1979 or
any statutory modification or re-enactment thereof for the time
being in force. On the receipt by one party of the nomination in
writing of the other party's arbitrator, that party shall appoint
their arbitrator within fourteen days, failing which the decision
of the single Arbitrator appointed shall apply. If two Arbitrators
properly appointed shall not agree they shall appoint an umpire
whose decision shall be final.

The arbitrators shall be members of the Society of Maritime
Arbitrators, Inc. of New York and the proceedings shall be
conducted in accordance with the rules of the Society.

26.3. Any dispute arising out of this Charter shall be referred
to arbitration at the place indicated in Box 33, subject to the
law and procedures applicable there.

26.4. If Box 33 in Part I is not filled in, sub-clause 26.1 of
this Clause shall apply.

26.1., 26.2. and 26.3 are alternatives, indicate alternative
agreed in Box 33.

PART III

PROVISIONS TO APPLY FOR NEW BUILDING VESSELS ONLY
(Optional, only to apply if expressly agreed and stated in Box 35)
--------

PART IV

HIRE/PURCHASE AGREEMENT
(Optional, only to apply if expressly agreed and stated in Box 39)
--------

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<PAGE>

<PAGE>

PART V
PROVISIONS TO APPLY FOR VESSELS REGISTERED IN A
BAREBOAT CHARTER REGISTRY
(Optional, only to apply if expressly agreed and stated
--------
in Box 40)

Definitions

For the purpose of this PART V, (the following terms shall have the
meanings hereby assigned to them:

Mortgage

The Vessel chartered under the Charter is financed by a mortgage and
the provisions of Clause 11 (b) (Part II) shall apply.

Termination of Charter by Default

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<PAGE>

<PAGE>

Additional clauses "SMIT-LLOYD FAME"

2. At the end of the charter period, the Charterers have the
obligation to buy the vessel and take delivery thereof in all
respects for an amount of USD 5,366,385 as indicated in the 5
Years Bareboat-Schedule in column B opposite month 60. For the
purpose of this charter the month of January 1997 shall be deemed
to be Month 1. The 5 Years Bareboat-Schedule is attached hereto,
and forms an integral part of this Charter.

In the event the Charterers exercise such purchase option the
amount of the purchase option will be increased by the amount of
any Obligation of the Owners' to repay subsidy paid by Owners in
connection with the construction of the Vessel subsidy payment
obligation which is actually paid by the Owners.

4. If there is a loss covered by clause 12 (c) and (d), insurance
proceeds shall be payable as follows: (a) to owners up to the
amount specified in column B in the month in which such loss
occurs and (b) the balance shall be paid to charterers, provided
all charter hire has been paid.

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<PAGE>

[LETTERHEAD OF SEACOR HOLDINGS, INC.]

December 19, 1996

SMIT Internationale N.V.
1 Zalmstraat
3016 DS Rotterdam
The Netherlands
Attn: Antoon W. Kienhuis

Re: Malaysian Vessels
-----------------
Dear Sirs:

This letter describes our mutual understanding concerning
the "Malaysian Purchase," as such term is defined in the Asset
Purchase Agreement of even date herewith between us and certain of our
respective subsidiaries (the "Purchase Agreement").

As you know, it was contemplated by the parties when we
signed the letter of intent on October 14, 1996 that SEACOR Holdings,
Inc. ("SEACOR") would acquire, as a part of the overall transaction,
your interests in the joint venture Smit-Lloyd (Malaysia) Sdn. Bhd.
("Smit-Lloyd Malaysia") and that the vessels acquired through that
interest would be free and clear of debt.

Since then, it became apparent that the time frame for
closing was too short to work out all the details necessary to
transfer that interest, or perhaps, eventually the vessels Smit-Lloyd
27 ("SL 27"), Smit-Lloyd 28 ("SL 28"), Smit-Lloyd 72 ("SL 72"), and
Smit-Lloyd 74 ("SL 74" and collectively, the "Malaysian Vessels").
Therefore, we agreed to postpone that aspect of the transaction and
this letter serves to confirm our understanding that we continue to
intend to purchase and you intend to sell those operations to us in
connection with the overall transaction consummated today. In
addition, we understand that you will not offer to sell your interest
in either Smit-Lloyd Malaysia or the Malaysian Vessels or entertain
offers from others until the transaction is consummated.

It is our intention that (i) SEACOR will cause an entity in
which SEACOR or one or more of its subsidiaries owns an equity
interest to purchase the Malaysian vessels that are owned by Smit-
Lloyd Malaysia on the date of this letter and (ii) SMIT Internationale
N.V. cause Smit-Lloyd Malaysia to sell the Malaysian Vessels to such
entity. You agree during this period to continue to operate in Smit-
Lloyd Malaysia and to cause Smit-Lloyd Malaysia to continue to provide
all services, including enabling non-Malaysian flag vessels to

<PAGE>

operate under licenses held by said company, for vessels now owned by
Seacor to the same extent and consistent with past practices, as was
provided to similarly situated vessels owned or operated by Smit or
any of its affiliates or joint ventures. No additional charges will
be made for these activities, except for any commissions (not in
excess of 1.25%) payable to Smit-Lloyd Malaysia or to another party to
be nominated in writing by Smit-Lloyd Malaysia to SEACOR.

The total consideration payable for all of the Malaysian
Vessels as agreed in our meetings remains USD $12,909,494 in cash,
consisting of the following amounts for the whole of each vessel: SL
27 and SL 28 ($2,835,263 each) and SL 72 and SL 74 ($3,619,484 each).
The parties intend that the closing of the proposed transaction occur
as soon as practicable and in any event on or before April 30, 1997.
It is further intended that the written definitive agreement for the
Malaysian Purchase will contain representations, warranties,
indemnities and other provisions of the nature, similar to those under
the Asset Purchase Agreement.

Each party agrees to cooperated with the other in pursuing
this aspect of the transaction, including, but not limited to, keeping
the other advised as to progress in negotiations which may occur to
restructure Smit-Lloyd Malaysia or to form a new joint venture.

Please sign a copy of this letter in the space provided
below to confirm the mutual intentions set forth herein and return a
signed copy to the undersigned.

Very truly yours,

SEACOR HOLDINGS, INC.

By: /s/John Gellert
---------------------------
Name: John Gellert
Title: Authorized Signatory

Acknowledged and Agreed:

SMIT INTERNATIONALE N.V.

By: /s/Cees W.D. Bom
-----------------------------
Name: Cees W.D. Bom
Title: General Counsel

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<PAGE>
<TABLE>
<CAPTION>
<S> <C>
FOR VESSELS AS PER ATTACHMENT
1. Date of Agreement THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: "SHIPMAN"
PART 1
2. Owners (name, place of registered office and law 3. Managers (name, place of registered office and law of
of registry) registry)

[Subsidiary of SEACOR] [Subsidiary of SMIT]
----------------------------------------------- ----------------------------------------------------------
Name Name

----------------------------------------------- ----------------------------------------------------------
Place of registered office Place of registered office

----------------------------------------------- ----------------------------------------------------------
Law of registry Law or registry

4. Day and year of commencement of Agreement (Cl.
2.1.)

5. Crewing (state "yes" or "no" as agreed) (Cl. 6. Technical Management (state "yes" or "no" as agreed) (Cl.
2.3.(i) and CL. 3) 2.3.(ii) and Cl. 4)

7. Insurance (state "yes" or "no" as agreed (Cl. 8. Freight Management (state "yes" or "no" as agreed (Cl.
2.3.(iii)) and Cl. 5) 2.3.(iv) and Cl. 6)

9. Accounting (state "yes" or "no" as agreed) (Cl. 10. Chartering (state "yes" or "no" as agreed, if "yes", also
2.3.(v) and Cl. 7) state period of employment) (Cl. 2.3.(vi) and Cl. 8)

----------------------------------------------------------
period of employment in excess of which owners' prior
consent shall first be obtained

11. Sale or purchase of vessel (state "yes" or "no" 12. Provisions (state "yes" or "no" as agreed (Cl. 2.3.(viii)
as agreed) (Cl. 2.3.(vii) and Cl. 9) and Cl. 10)

13. Bunkering (state "yes" or "no" as agreed)(Cl 14. Operation (state "yes" or "no" as agreed) (Cl. 2.3.(x) and
2.3.(ix) and Cl. 11) Cl. 12)

15. Annual management fee (state lump sum amount) 16. Redundancy costs (state maximum amount) (Cl. 15.3(b))
(Cl. 15.1)

17. Day and year of termination of Agreement (Cl.
23.1.)

18. Law of Arbitration (state 24.1., 24.2. or 24.3. of Cl. 24, as agreed; if 24.3. agreed also state place of
arbitration)(If Box 18 not filled in 24.1. shall apply) (Cl. 24)
See Clause 24.1

19. Notices (state postal and cable address, telex 20. Notices (state postal and cable address, telex and telefax
and telefax number for service of notice and number for service of notice and communication to the
communication to the Owners) (Cl. 25) ------
------------- Managers) (Cl. 25)
--------

It is mutually agreed between the party mentioned in Box 2 (hereinafter called "the Owners") and the party mentioned
in Box 3 (hereinafter called "the Managers") that this Agreement consisting of PART I and PART II as well as ANNEX "A"
or ANNEX "B" (as applicable) and ANNEX "C" attached hereto, shall be performed subject to the conditions contained
herein. In the event of a conflict of conditions, the provisions of PART I shall prevail over those in PART II and
ANNEX "A" or "ANNEX "B" (as applicable) and ANNEX "C" to the extent of such conflict but no further.

Signature(s)(Owners) Signature(s)(Managers)

</TABLE>
<PAGE>
<PAGE>

ATTACHMENT

Following vessels are included in the Management Agreement commencing
19th December 1966, between:

[Subsidiary of SEACOR]

AND

[Subsidiary of SMIT]

Vessels:

Signature(s) (Owners) Signature(s) (Managers)

NYFS11...:\93\73293\0013\1711\AGED236U.070
<PAGE>

<PAGE>

Smit Internationale NV hereby guarantees to the Owners the performance
of the Managers under Clause 18.5 of Part II of this Ship Management
Agreement.

Smit Internationale NV

By:________________________
authorized signatory

<PAGE>

PART II
SHIP MANAGEMENT AGREEMENT

This Management Agreement is entered into between [Subsidiary of
SEACOR], acting as agent for and on behalf of the vessel owners listed on
Schedule A hereto (the "Owners") and [Subsidiary of SMIT] (herein the
"Managers")

From time to time, the Owners may add vessels, subject to
acceptance by the Managers, for management under this Agreement, upon
30 days' prior written notice, specifying the date of delivery to the
Managers hereunder and the expected area of operation to be serviced,
subject to the further terms and provisions hereof. In addition, the
Owners may from time to time remove vessels from management hereunder
upon like notice, subject to the further terms and provisions hereof.

Definitions
-----------
In this Agreement save where the context otherwise requires,
the following words and expressions shall have the meanings hereby
assigned to them.

"Affiliate" -- shall mean, as to any Person, any other
Person which, directly or indirectly, controls, is controlled by or is
under common control with such Person. For the purposes of this
definition, "control" means the possession of the power to direct or
cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or
otherwise; provided, however, that the ownership of 50% of the voting
securities of any Person does not, in and of itself, constitute
control.

"Competitive Basis" shall mean, when used with reference to
the provision of management of services hereunder, the performance of
services at a cost competitive with third party costs for equivalent
management services in the geographic regions where each Vessel is
operated, including, but not limited to, management fees and operating
expenses (running costs) taking into account considerations of flag
and crew nationality for each Vessel when compared with other vessels
employed in comparable service and trading in the same geographic
region. Such considerations shall be based on a comparison with
similar vessels sailing under a Northern European registry, such as
the Netherlands, Norway, Isle of Man or the United Kingdom, with
officers and crew of Northern European nationality. The reference
herein to "third party" shall be deemed to be a reference to other
ship managers or vessel operators who provide

<PAGE>

comparable services and meet comparable standards as are required by
customers and regulatory authorities in the areas of operation of each
Vessel, including the standards set forth in clause 2.2 hereof.

"Offshore Vessel" shall mean any platform supply vessel,
offshore supply vessel, towing supply vessel, anchor handling towing
supply vessel, crew boat, as those terms are commonly used in the
offshore trades.

"Person" shall mean an individual, firm, corporation,
general or limited partnership, limited liability company, limited
liability partnership, joint venture, trust, governmental authority or
body, association, unincorporated organization or other entity.

"Purchase Agreement" shall mean that certain Asset Purchase
Agreement, dated December 19, 1996, by and among SEACOR Holdings,
Inc., certain of its subsidiaries named therein and SMIT
Internationale, N.V. and certain of its subsidiaries named therein.

"Vessel" (or collectively "Vessels") shall mean (a) any
Offshore Vessels acquired pursuant to the Purchase Agreement which are
operating in the North Sea and (b) any Offshore Vessels owned or
bareboat chartered by any of the Owners which are under charter or
other contract for use in the North Sea and have been offered to the
Managers for management services to be rendered on a Competitive Basis
hereunder and the Managers and the Owners have reached agreement
thereon.

I. Marginal Headings
-----------------
The Marginal Headings of this Agreement are for
identification only and shall not be deemed to be part hereof or be
taken into consideration in the interpretation or construction of this
Agreement.

II. Appointment of the Managers
---------------------------
A. With effect from the day and year stated in Box 4 and
continuing unless and until terminated as provided herein, the Owners
hereby appoint the Managers and the Managers hereby agree to act as
the Managers of the Vessels.

B. The Managers undertake to use their best endeavours to
provide the Management Services specified in sub-clause 2.3 on behalf
of the Owners in accordance with sound ship management

<PAGE>

practice consistent with the current standards and procedures of the
Managers and to protect and promote the interests of the Owners in all
matters relating to the provision of services hereunder. For the
purposes of this Agreement, "sound ship management practice" shall
also include compliance with the ISM code as and when required by the
terms thereof, and in the case of VB, obtaining ISO 9002 certification
for onshore operations and vessel operations in areas where compliance
is expected and required by law or regulation or charterers no later
than June 30, 1997 or such later date as agreed between the Owners and
the Managers but in no event later than December 31, 1997. SVB hereby
agrees to obtain and then maintain such ISO 9002 certification as
aforesaid and to comply with the ISM Code as and when required by the
terms thereof.

In the performance of their management responsibilities
under this Agreement, the Managers shall be entitled to have regard to
their overall responsibility in relation to any vessels as may from
time to time be entrusted to their management. In particular, but
without prejudice to the generality of the foregoing, the Managers
shall be entitled to allocate available supplies, manpower and
services in such manner as in the prevailing circumstances the
Managers consider to be fair and reasonable; provided that the
Managers shall not give preference in any respect to other vessels
owned, operated or managed by the Managers, it being understood that
the Managers shall, in so far as practical, ensure a fair distribution
of available manpower, supplies and services to all vessels including
the Owners' Vessels.

C. Subject to the terms and conditions herein provided,
during the period of this Agreement, the Managers shall carry out, as
agents for and on behalf of the Owners, such of the following
functions in respect of each Vessel as shall have been indicated
affirmatively in Boxes 5 to 14 in PART I:

*) a. Crewing (see Clause 3)
*) b. Technical Management (see Clause 4)
*) c. Insurance (see Clause 5)
*) d. Accounting (see Clause 7)
*) e. Provisions (see Clause 10)
*) f. Bunkering (see Clause 11)
*) g. Operation (see Clause 12)

and shall have authority to take such actions as the Managers may from
time to time in their absolute discretion consider to be necessary to
enable them to perform this Agreement in accordance with sound ship
management practice.

<PAGE>

2.3. (i) to (x) are options to be agreed, and Boxes 5 to 14
------------------------------------------------------
in PART I should be filled in with either "yes" or "no" accordingly.
-------------------------------------------------------------------
D. In accepting their appointment as the Managers
hereunder, the Managers further acknowledge, undertake and agree:

1. to manage the Vessels efficiently for the Owners so far
as reasonably practicable in accordance with the policies and
instructions, if any, given from time to time by the Owners to
the Managers, to the extent deemed reasonably necessary by the
Owners, and accepted by the Managers, such acceptance not to be
unreasonably withheld, and shall protect and promote the
interests of the Owners in all matters relating to the Vessels
and the management, crewing, operation, maintenance, survey and
repair of the Vessels;

2. to perform all duties to be performed under and pursuant
hereto in such a manner as to provide the Owners with services on
a Competitive Basis and that this undertaking is of the essence
in this Agreement;

3. to comply, for the benefit of the Owners, with the
provisions concerning "non-competition" with the Owners in the
Offshore Vessel business as specifically provided in the Purchase
Agreement.

III. Crewing (only applicable if 2.3(i) agreed to according
------------------------------------------------------
to Box 5)
---------
The Managers shall ensure that each Vessel will be operated
at all times with adequate and properly qualified Crew as required by
the Owners and in accordance with the laws, rules and regulations of
the state of registry where such Vessel is flagged, provision of which
shall include but not be limited to the following:

a. experienced Master and Chief Engineer who are
familiar with the types of operations in which such Vessel will
be engaged and furthermore, deck ratings shall be experienced in
anchor handling and towing operations and be familiar with cargo
loading and discharging procedures alongside offshore
installations and the Chief Officer shall also have such
qualifications when and to the extent required by the anticipated
operations;

<PAGE>

b. arrangement of transportation of the Crew,
including repatriation (provided that the Owners reserve the
right to designate the principal carriers to be used);
c. recruiting, selecting and training of the Crew;
d. supervision of the efficiency of the Crew and
administration of all other crew matters such as planning for the
manning of each Vessel for minimum 12 months period (if
practically possible);
e. payroll arrangements;
f. arrangement and administration of pensions and
Crew insurance to the extent not covered by p&i. insurance and
any national social security system (or equivalent) applicable to
the Crew;
g. enforcement of Crew discipline;
h. negotiation of terms and conditions of employment
of the Crew, being mindful that the level of labor costs must be
similar to that of the Owners' competitors;
i. enforcement of appropriate standing orders;
j. take all appropriate action to reduce the number
of sick leave days;
k. safety training, and full compliance with safety
rules; and
l. encourage among the Crew good customer relations
in order to ensure satisfactory service to the Owners' customers.

It is understood that all Crew will be selected and employed
by the Managers but the Master shall be deemed to be under the control
and direction of the Owners. The Owners and the Managers agree to
cooperate fully in directing the Masters and the Owners confirm that
they have appointed the Managers to act as their agents to direct the
Master. The Owners shall have the right at any time to refuse any
officers or crew on board any Vessel managed hereunder upon written
notice from the Owners to the Managers, such notice to state the
grounds therefor, including but not limited to, the fact that the
Owners' customer has requested the replacement of any such member of
the Crew. In the event any member of the Crew is replaced for cause,
the cost of replacement of such crew member, including travel and
wages incurred in order to replace such crew member, shall be for the
account of the Managers.

The Owners shall reimburse the Managers for the costs
incurred for the Crew after the date hereof by payment for each Master
and each member of the Crew on board each Vessel based on the wage
scales listed in Annex "A" hereto for the first year.

<PAGE>

In connection therewith and as a part of the invoicing procedure for
such reimbursement, the Managers shall provide to the Owners a
detailed list of the names, position held, dates of service on board
such Vessel and traveling to and from such Vessel, and wage system and
nationality, where applicable, of each Master and member of the Crew
for which reimbursement is sought.

It is further understood and agreed for all purposes of this
Agreement, that under no circumstances shall the Owners be liable for
any employee costs relating to employee benefit arrangements of the
Crew for all periods of employment prior to the date hereof, including
but not limited to, accumulated severance pay, sick leave, vacation
pay, and retirement, all such costs to remain the sole responsibility
of the Managers. It is further understood and agreed that, other than
for the reimbursement of costs to the Managers as set forth in the
immediately preceding paragraph, the Owners shall not be liable for
any costs of whatsoever kind and nature relating to employment of
personnel under or pursuant to this Agreement.

If the Owners decide to reduce the manning for any Vessel
during any period prior to the termination or expiration of this
Agreement, due to lay-up or otherwise, the Owners shall notify the
Managers of such reduction and the Managers shall promptly reduce the
manning of such Vessel as instructed by the Owners. The crew level is
to be discussed between the Managers and the Owners. The Managers
shall do their utmost to re-deploy or find alternative employment for
any seafarer where possible during any periods when crew level is
reduced for a Vessel or Vessels.

IV. Technical Management (only applicable if 2.3.(ii)
-------------------------------------------------
agreed according to Box 6)
--------------------------
A. In general, the Managers shall provide technical
management which includes, but is not limited to, the following
functions:

a. provision of competent personnel to supervise the
maintenance and general efficiency of each Vessel;
b. arrangement and supervision of drydockings,
repairs, and the upkeep of each Vessel to the reasonable
standards applicable in the industry; provided that the
Managers shall ensure that each Vessel will comply with all
requirements and recommendations of the classification
society, and with the laws and regulations of the country of
registry of such Vessel and of the places where she trades;

<PAGE>

c. arrangement of the supply of necessary stores,
spares and lubricating oil;
d. appointment of surveyors and technical consultants
as the Managers may consider from time to time to be
necessary;
e. when requested by the Owners, arrangement and
supervision of alterations to a Vessel, provided that the
Owners and the Managers shall have agreed as to the costs to
be incurred and any additional compensation payable to the
Managers.

B. In carrying out the duties set forth in Clause 4.1, the
Managers shall arrange all such matters pertaining thereto consistent
with the following additional requirements (which shall not be deemed
to be limiting in any way):

a. any drydocking and other scheduled maintenance and
repair shall be scheduled in consultation with the Owners
and consistent with the Owners' contract requirements;
b. the drydocking schedule for the Vessels previously
delivered to the Owners and attached hereto as Annex "B"
shall not be varied except with the express prior written
consent of the Owners;
c. the Managers will prepare and submit work
specifications and cost estimates for drydocking, major
repair, alterations (including conversions and refits and
other structural and non-structural alterations) to any
Vessel if requested by the Owners and agreed to by the
Managers pursuant to sub-clause 4.1(v), and a list of
contractors from whom the Managers intend to invite tenders
for approval to the Owners at least 30 days prior to the
date scheduled to invite tenders for the performance of such
work. Any contractors who are finally invited to tender
shall include any contractors specifically designated by the
Owners and reasonably acceptable to the Managers. The
Managers shall also evaluate the tenders received in
response to the foregoing but the Owners shall finally
select the yard and subcontractors to be awarded the work to
be performed. Except in the case of an emergency, the
Managers shall deliver to the Owners all information
pertaining to the foregoing at least 15 days prior to the
date the Owners must give approval;
d. a representative designated by the Owners, in
addition to the Managers, shall be present during any
drydocking or major repairs and negotiation and final
settlement of shipyard invoices shall be carried out by

<PAGE>

such Owners' representative in full cooperation with the
Managers;
e. in the event an emergency arises requiring
immediate repairs to a Vessel, the Managers shall notify the
Owners' local designated representative immediately, and, if
practicable, agree any actions to be taken, such local
representative shall be designated in accordance with clause
25;
f. when appointing surveyors and technical
consultants, the Managers shall obtain the prior approval of
the Owners (including approval of any anticipated expense)
unless such approval shall have already been given in
connection with the approval of the budget;
g. annually, for a period of 2 to 4 man-days, inspect
each Vessel thoroughly for its nautical and technical status
and the performance of the Crew and, in connection
therewith, provide written visit reports to the Owners
promptly after such inspection for discussion and
evaluation;
h. with respect to any Vessel, shall not extend the time
for compliance with any recommendations from the
classification society or correction of any deficiency noted
by any authority having jurisdiction over such Vessel,
without first obtaining the written consent of the Owners;
i. conduct main engine overhauls as and when required
on a regular basis in accordance with established past
practices or as required by the Owners or in order to
maintain class, estimates of both cost and timing for such
overhauls to be included in the annual budget; and
j. shall not defer the undertaking of any material
expense from one year to the next without the prior approval
of the Owners.

The Managers will use their best endeavors to ensure that
each Vessel is operational and running efficiently. The Managers
shall continue to maintain the Vessels in all material respects
consistent with their past practices.

V. Insurance (only applicable if 2.3.(iii) agreed according
--------------------------------------------------------
to Box 7); Compliance and Administration
----------------------------------------
A. Marine insurance covering hull and machinery, p&i, and
other such risks that may be required by the Owners will be provided
by the Owners, at Owners' cost; provided, that, in any event, Crew
Insurance which is to be provided by the Managers

<PAGE>

pursuant to sub-clause 3(vi) shall be subject to the approval of the
Owners.

B. The Managers, at their sole cost and expense, will
secure and at all times maintain such other insurance as is
commercially prudent for businesses operating in the same businesses
as the Managers.

C. All insurances procured by the Owners shall be in the
name of the Owners and shall name the Managers as named assureds and
any relevant insurance procured by the Managers shall name the Owners
as named assureds; provided that, unless the Managers give their
express prior consent, no liability to pay premiums or p&i calls shall
be imposed on the Managers (except for such insurance as required by
clause 5.2 which the Managers are required to maintain for their own
account hereunder) notwithstanding the restrictions on p&i cover which
would thereby result.

D. The Owners agree to deliver copies of their insurance
policies and vessel charters (without charter hire and payment terms)
as promptly as possible. Such insurance policies and vessel charters
shall be held in the strictest confidence and shall not be divulged to
third parties or Affiliates of the Managers without the prior written
approval of the Owners.

E. The Managers shall not do any act or suffer any act to
be done whereby any insurance on any of the Vessels shall or may be
suspended, impaired or defeated, and will not suffer a Vessel to carry
cargo not permitted, or to be operated in any geographical area where
it would not be covered under the insurance policies in effect without
first notifying the Owners so that they may arrange or authorize the
Managers to obtain insurance coverage satisfactory to the Owners. The
Managers shall promptly advise the Owners n writing of any other act
or omission on the part of the Managers of which they have knowledge
and which might invalidate or render unenforceable, in whole or in
part, any insurance on any of the Vessels. The Managers shall
promptly notify the Owners of any incident falling under these
insurance requirements or under notification requirements, of which
they have knowledge, of any charter agreement under which a Vessel is
employed.

F. The Managers will receive, handle, supervise and arrange
for the adjustment of hull, p&i and other insurance claims and settle
such claims with the prior written approval of the Owners. The
Managers shall advise the Owners of any claims promptly after the
receipt thereof, shall provide the Owners with

<PAGE>

estimates of potential costs to be incurred by the Owners for such
claims, and shall keep the Owners fully informed as to the status of
such claims. Upon settlement of claims, the Owners shall make any
payments required directly when due.

VI. Freight Management (only applicable if 2.3.(iv) agreed
------------------------------------------------------
according to Box 8) N/A
-----------------------
VII. Accounting (only applicable if 2.3.(v) agreed
---------------------------------------------
according to Box 9)
-------------------
A. In general, the Managers shall

a. establish an accounting system which meets the
requirements of the Owners, which the Owners shall provide
in writing to the Managers, and provide regular accounting
services, supply regular reports and records in accordance
therewith;
b. maintain the records of all costs and expenditures
incurred hereunder as well as data necessary or proper for
the settlement of accounts between the parties.

B. The Managers shall keep proper books, records, and
accounts in such currencies as is required by Clause 15, and where
required by local law, in accordance with such law and local generally
accepted accounting principles, and in a form prescribed by the Owners
to enable them to comply with the requirements of the United States
generally accepted accounting principles ("US GAAP") (such form will
include a schedule of cash disbursements and a schedule for
commitments made for the purposes of accrual accounting) and
supporting documentation, including vouchers, in the English language
(and, if unobtainable in the English language, after using every
effort to obtain agreement from vendors or subcontractors to render
invoices in the English language, additionally provide a full
translation or at least a reasonable summary translation thereof) (all
of which books, records, accounts and supporting documentation shall
be the property of the Owners), relating to the management and
operation of the Vessels and shall make the same available for
inspection and audit on behalf of the Owners upon their request and
during normal business hours. The Managers will also provide, upon
notice from the Owners, in addition to the Monthly Reports referred to
in Clause 14 below, such special reports, memoranda of any facts and
transactions, which in the reasonable opinion of the Owners, affects
the results or the performance of the services or activities under
this Agreement.

<PAGE>

C. Whenever the Managers use any Affiliate of the Managers
to render any services or to furnish any stores, supplies, equipment,
provisions, materials or facilities that are for the account of the
Owners under the terms of this Agreement, the Managers shall also, as
a condition to such employment, obtain from such Affiliate its
agreement to comply with the Owners' requests for reasonable
supporting information.

D. Upon termination or expiration of this Agreement, in
addition to the redelivery of the Vessels to the Owners, the Managers
shall turn over to the Owners, at a place to be designated by the
Owners (transportation cost to be Owners' expense), all other property
of whatsoever kind then in the possession of the Managers pursuant to
this Agreement, except that in the case of vouchers or other
documentation which are required by law to be retained by the
Managers, then only copies of such vouchers or other documentation
shall be delivered to the Owners pursuant hereto. The Managers shall
also remain responsible to provide to the Owners a final accounting
hereunder.

E. The Managers shall provide to the Owners accurate
financial reports in the form prescribed pursuant hereto, and, as
specified in Clause 14, on a monthly basis and in no event later than
the 10th calendar day of each month beginning on February 10, 1997;
provided that the first financial report to be provided hereunder
shall be delivered on or about January 10, 1997 for the period
beginning on the date hereof and ending on December 31, 1996, in such
form as the Managers have routinely in the past provided such reports
to other clients or customers or as otherwise agreed between the
Owners and the Managers. It is expressly understood and agreed by the
Managers that timely accurate reporting is essential under this
Agreement in order to enable the Owners, who are members of a group of
companies belonging to a US public company, to file financial reports
with the United States government as mandated by US laws.

All reports to be delivered hereunder shall be delivered in
accordance with the provisions of Clause 25.

[Note: for Budgets, Monthly Advances and Reports and
Management of Funds, see Clauses 14 and 15]

VIII. Chartering (only applicable if 2.3.(vi) agreed
----------------------------------------------
according to Box 10) N/A
------------------------
IX. Sale or Purchase of Vessel (only applicable if
2.3.(vii) agreed according to Box 11) N/A

<PAGE>

X. Provisions (only applicable if 2.3(viii) agreed
-----------------------------------------------
according to Box 12
-------------------
The Managers shall arrange for the supply of provisions and
will set up a system that ensures that the Owners will be charged an
amount which does not exceed the actual amount agreed per man per day
under any subcontracts, where applicable, for the supply of such
provisions. Copies of such contracts to be provided to the Owners for
approval in connection with the approval of the annual budget. Any
cost overrun on the agreed amount pursuant hereto and included in the
budget will be for the account of the Managers, unless prior consent
is obtained from the Owners which shall not be unreasonably withheld.

The Managers shall provide the Owners with full supporting
documentation relating to meals and accommodation provided to any
charterers' personnel on board each Vessel, including the name and
company of each such person.

XI. Bunkering (only applicable if 2.3.(ix) agreed according
-------------------------------------------------------
to Box 13)
----------
The Managers shall arrange, subject to prior approval of the
Owners, for the provision of bunker fuel, lubricants and greases of
the right quality and quantity as specified by the Owners as required
for each Vessel's trade, shall give due regard for any requirements of
such Vessel's charterer to use its grades of lubricating oil or fuel
oil, and where such provision is for the Owners' account and in excess
of US$5,000, the Managers shall also obtain competitive tenders as
required by sub-clause 14.1(b) hereof, unless the Owners provide the
Managers with notice in writing that they intend to make their own
arrangements for such fuel, lubricants or greases.

XII. Operation (only applicable if 2.3.(x) agreed according
------------------------------------------------------
to Box 14)
----------
The Managers shall provide for the operation of each Vessel,
as required by the Owners, including, but not limited to, the
following functions:

a. implementation of routine planned maintenance and
all matters necessary to maintain the seaworthiness and
operational efficiency of such Vessel;

b. compliance with reporting procedures and
document, invoice and cost control systems as

<PAGE>

established by the Managers with the approval of the Owners;
c. management of a spare parts program to be
submitted to and approved by the Owners;
d. provision of logistic shore support through the
Owners' appointed ship's agent;
e. prompt reporting to the Owners of all incidents,
near-misses and accidents relating to or connected with any
such Vessel which may result in injury, death or claims by
any person. Prompt reporting to the Owners shall also be
required in the case of any damage to the Vessel, any
equipment or other property, or any other vessel which could
result in an insurance claim; provided that similar damage
which can reasonably be estimated not to result in an
insurance claim need only be included in the monthly report;
f. subject to the provisions of sub-clause 4.1(v),
supply and installation of additional equipment when
requested by the Owners;
g. provision of day-to-day nautical and technical
advice in view of problems encountered or anticipated with
any Vessel;
h. within the Managers' capabilities, provision of
assistance for commercial proposal information;
i. provision of accounts and supplementary
documents to the Owners such as:

* fuel consumption and costs
* list of meals and lodging for crew members
and charterers' personnel
* lists of lost and damaged materials (incl.
costs)
* additional equipment costs
* further documents required for reclaim from
the Owners' customers;
j. maintenance of spare parts inventory, including
renewals and replacement of parts, consistent with past
practices of the Mangers and approved by the Owners;
k. maintain safety records and statistics and report
all lost time accidents to be submitted as part of monthly
reports, except that groundings, collisions, loss or damage
to vessels, equipment or cargo to be reported in writing
within 24 hours of occurrence;
l. investigation and reporting of lost time accidents
or damage to vessels, equipment or cargo

<PAGE>

after prompt interview of the Crew and recommendations as to
future prevention of like occurrences;
m. provision of copies to the Owners of safety manuals
and accident reporting procedures and any amendments
thereto;
n. attendance at any charterer's safety meetings after
notice from the Owners, in which case the Managers shall be
reimbursed for reasonable travel and lodging out of pocket
expense;
o. general nautical voyage instructions to such
Vessel; and
p. compliance with terms of insurance policies as
provided in sub-clause 5.4.

XIII. Insurance Policies
------------------
See clause 5

XIV. Budgets and Competitive Tenders; Management of Funds
----------------------------------------------------
A. 1. The Managers shall present to the Owners annually a
budget for the following twelve months in such form as the Owners
reasonably require consistent with the Owners' budgeting practices.
The budget for the first year hereof is set out in Annex "B" hereto.
Subsequent annual budgets shall be prepared by the Mangers and
submitted to the Owners not less than three months before the
anniversary date of the commencement of this Agreement (see Clause
2.1. and Box 4). The annual budget prepared by the Managers shall
include a plan and budget for the maintenance of the Vessels at such
times as are consistent with the anticipated or projected employment
of the Vessels, which the Owners shall provide to the Managers, upon
their request, in connection with the preparation of such budget. The
budget shall also detail each projected operating expense and the
currency in which such expenses will be payable and shall include
projected monthly advances to the Managers based on the anticipated
operation of each Vessel, including estimates of funds required in
each currency. In the event the Managers wish to engage any Affiliate
of the Managers to render any services or to furnish any stores,
supplies, equipment, provisions, materials or facilities that are for
the account of the Owners, then the Managers shall disclose the
details of the pricing thereof, provide sufficient information to the
Owners to assess whether such pricing is competitive in the area of
operation of the Vessels, and will be subject to the approval of the
Owners.

<PAGE>

2. For any items in the budget or any expenditure later
arising exceeding US$5,000 (or equivalent in any other currency)
(including, but not limited to, stores, spares and lubricating
oils as may be required by clause 11) the Managers shall obtain
competitive tenders from at least three reliable sources at the
appropriate time and shall fully consult with the Owners as to
the selection of the contractors requested to tender and shall
obtain the Owners' prior written approval for the selection of
the contractor finally awarded the contract, subject to any
further specific requirements of the Owners as set forth in this
Agreement or otherwise at the time of preparation of the budget.
In the event that, after due investigation, the Managers
determine there are fewer than three reliable sources from whom
to seek tenders, the Managers shall promptly advise the Owners
and the reasons therefor.

3. Except for the estimated costs of periodic scheduled
drydocking which shall be executed in accordance with agreed
budgets, the annual budget shall not increase significantly from
year to year, it being the intention of the parties that the
Managers continue to maintain and operate the Vessels consistent
with past practices and shall use their best endeavors to ensure
that all expenses associated with the Vessels will remain
relatively constant from year to year with no material
deviations.

4. Acceptance by the Owners of a budget or the actual
expenditures in any one year shall in no way bind the Owners to
accept a similar budget or expenditures in any subsequent year
and shall not serve to waive the Owners' rights to challenge or
disapprove, in any subsequent year, any or all expenses which are
set forth in a budget or are actually incurred even if such
budgeted or actual expenses were approved in any previous year.

B. The Owners shall indicate to the Managers their
acceptance and approval of the annual budget within 45 days after
receipt thereof from the Managers and in the absence of any indication
from the Owners, the Managers shall be entitled to assume that the
Owners have accepted the said budget.

C. Following the agreement of the budget, the Managers
shall prepare and present to the Owners their estimate of the funds
requirement of each Vessel and the Managers shall each month up-date
this estimate. Based thereon, the Managers shall notify the Owners no
later than the 20th calendar day of each month for the funds required
to run such Vessel for the ensuing

<PAGE>

month and the reimbursement of the Managers for the costs of the
Masters and the Crew for the then current month, including the payment
of any occasional or extraordinary item of expenditure, such as
emergency repair costs, additional insurance premiums, or bunkers and
specifying the currency in which they expect expenditures to be made;
provided that, in the event, the amount specified exceeds the budgeted
monthly expenditure by more than $5,000 (or equivalent in other
currencies), then the Managers shall provide a reasonable explanation
of such overrun. Such funds shall be made available by the Owners by
transfer to the appropriate Owners' accounts in order to make payments
in a timely manner and in accordance with the provisions of clause
15.2; provided that, with respect to reimbursement of the costs for
the Masters and Crew to the Managers, such funds shall be received by
the Managers within 7 calendar days after the receipt of such request
and shall be held to the credit of the Owners in a separate account as
provided in Clause 15.1.

D. In the event that an unanticipated expense of an
emergency or of an unusual nature arises in connection with the
operation of any Vessel for which no provision has been made in the
operating budget, the Managers shall notify the Owners immediately,
and upon receipt of such notice, the Owners shall promptly arrange for
the payment to the Managers of an amount equal to the expense which
the Managers are required to incur. To the extent feasible, the
Managers will consult with the Owners before incurring such expense.

In the event that the Owners advise the Managers that a
Vessel will be temporarily unemployed, the Managers will cooperate
fully with the Owners to reduce the costs of crewing, operating, and
maintaining such Vessel for such period of unemployment as may be
reasonably requested by the Owners.

E. The Managers shall promptly account to the Owners for
the amount of all discounts, rebates and commissions received from
third parties in connection with the performance or provision of
services hereunder, including, but not limited to, any such discounts,
rebates or commissions given on travel costs incurred hereunder,
provided that, to the extent any such discount, rebate or commission
is provided by, increased or varied by a third party based on volume
and such volume is due to the Owners' consumption combined with the
consumption by the Managers for themselves or others or the Managers'
Affiliates in other activities, then such discounts, rebates and
commissions will be allocated pro rata among the Owners, the Managers
and the Managers' Affiliates. The Managers agree to afford to the
Owners, if possible, the advantage of any existing or future

<PAGE>

contracts of the Managers for the purchase or rental of materials,
fuel, supplies, facilities, services or equipment if this may be done
without unreasonably interfering with the requirements of other
vessels owned or operated by the Managers or their Affiliates.

F. The Managers shall provide reports to the Owners on a
monthly basis for each Vessel and for all Vessels collectively (the
"Monthly Operating Reports") which report shall set forth for the
preceding calendar month and on a year to date basis (1) revenues, if
any, received by the Managers or any affiliates of the Managers, (2)
operating expenses, (3) management fees, all as prescribed under
clause 7; and such operating information, as may be reasonably
requested by the Owners, including but not limited to, summaries of
Vessel downtime, special events, lost time accident statistics, names
of all officers and crew members for each vessel who have served on
board such vessel during the previous month, and if specially
required, fuel and lube consumption, average speed and weather,
maintenance performed while under voyage, together with all
appropriate supporting documentation and deck and engine room logs
(such Monthly Operating Reports to be in a form satisfactory to the
Owners). The Monthly Operating Reports shall be delivered to the
Owners no later than the 10th day of each month for the preceding
----------------------------------------------------------
month with supporting documentation (which shall be in the English
-----
language) to follow no later than 10 days thereafter. The Monthly
Operating Reports shall include a comparison of actual expenditures to
the operating budget and shall be presented showing the month's
performance as well as cumulative year to date on a calendar basis.
The Monthly Operating Reports shall also include a statement relating
to each Vessel and the Vessels collectively detailing cash received
and disbursed along with accounts receivable, accounts payable and
accrued expenses (namely, the commitments made for purposes of accrual
accounting specified in sub-clause 7.2), to enable the Owners to
comply with the requirements of US GAAP, said statement to be
reconciled with the other Monthly Operating Reports.

At the end of each calendar quarter, there shall be a
reconciliation between the parties of amounts due to and from the
other and actual cash receipts, if any, and advances made pursuant to
clause 14.3 for said quarter and any over or under payments shall be
settled within 20 days following the end of such quarter.

G. The Managers shall not be required to use or commit
their own funds to finance the provision of the Management

<PAGE>

Services. The Managers shall always provide adequate notice to the
Owners as provided for herein.

XV. Income Collected and Expenses Paid on Behalf of the
---------------------------------------------------
Owners
------
A. All moneys collected by the Managers under the terms of
this Agreement and any interest thereon shall be held to the credit of
the Owners in a separate bank account in the name of the Owners with
the Managers named as agent.

B. All expenses incurred by the Managers under the terms of
this Agreement on behalf of the Owners (but not including (a) the
management fees payable hereunder, which shall be invoiced and payable
separately to the Managers in accordance with Clause 16, (b)
reimbursement of the costs for the Masters and Crew to the Managers
and (c) certain other expenses which may be agreed between the Owners
and the Managers) shall be paid by the Managers, but only with the
countersignature of the Owners from accounts maintained by the Owners,
after the Managers shall have prepared and submitted disbursement
vouchers or similar requests for payment, together with the invoice to
be paid and any other supporting documentation, and the Owners shall
have approved such disbursements. The amounts referred to in (b) and
(c) in the parenthetical in the preceding sentence may be debited
against the Owners from the account referred to under Clause 15.1, but
in any event shall remain payable by the Owners to the Managers.

C. The Managers will use their best efforts to maintain all
funds received from the Owners in accounts in currencies designated by
the Owners based on anticipated operating expenses to be incurred in
such currencies and to effect disbursements on behalf of the Owners
from the currency account in which such expenses are payable. The
Managers will not convert funds in any currency account from that
currency to any other without the prior approval of the Owners. The
Management Fees payable hereunder shall be payable in the currency
specified in Box 15.

XVI. Management Fee
--------------
A. The Owners shall pay to the Managers for their services
as Managers under this Agreement an annual basic Management Fee in the
lump sum amount per Vessel as stated in Box 15 which shall be payable
in equal quarterly installments in advance, the first installment
being payable on the commencement

<PAGE>

of this Agreement (see Clause 2.1 and Box 4) and subsequent
installments being payable quarterly thereafter.

B. The Managers shall, at no extra cost to the Owners,
provide their own office accommodation, office staff and stationary.
The Management Fee shall also include any charges for general
corporate overhead and general and administrative expenses of the
Managers and all services required for the performance of this
Agreement, other than those which are specific disbursements for each
Vessel, such as postage and communication expenses, travelling
expenses, and other out of pocket expenses, all properly incurred and
substantiated with supporting documentation, by the Managers in
pursuance of the Management Services.

C. In the event the appointment of the Managers is
terminated early by the Owners or the Managers in accordance with the
provisions of sub-clauses 23.2 or 23.3 other than by reason of default
by the Managers, or if a Vessel is lost, sold, otherwise disposed of
or withdrawn from management under this agreement due to the
relocation of such Vessel for commercial reasons to another geographic
region and the Owners do not substitute another Offshore Vessel
hereunder, the Management Fee payable to the Managers according to the
provisions of sub-clause 16.1 shall continue to be payable for a
further period of (a) three additional months in the case of
termination under sub-clause 23.2 (relating to default by the Owners),
or (b) one additional month for one to two vessels, two additional
months for three to five vessels, or three additional months if more
than five vessels, in the case of termination under sub-clause 23.3
(relating to loss, sale, other disposition or relocation of a
vessel(s)); provided that, such additional management fee shall not be
payable to the Managers if the management of such Vessel is
transferred to an Affiliate of the Managers.

D. While this Agreement remains in effect, if the Owners
decide to lay-up a Vessel and such lay-up lasts for more than three
months, the Management Fee shall be reduced by 50% for the period
exceeding three months until one month before the Vessel is again put
into service.

E. From time to time, the Owners may add Offshore Vessels
for management hereunder subject to the Managers' acceptance thereof,
and as provided in sub-clause 16.3 may remove Vessels from management
hereunder; provided that with respect to each Vessel added hereunder,
such addition shall be subject to agreement between the Owners and the
Managers as to the terms and conditions under which such Vessel shall
be managed pursuant

<PAGE>

hereto, but the general terms, provisions and conditions hereof shall
always apply.

XVII. The Managers' Right to Sub-Contract
-----------------------------------
The Managers shall not sub-contract any of their obligations
hereunder to a third party without the consent of the Owners.

XVIII. Responsibilities
----------------
A. Force Majeure - Neither the Owners nor the Managers
-------------
shall be under any liability for any failure to perform any of their
obligations hereunder by reason of any cause whatsoever of any nature
or kind beyond their reasonable control.

B. Liability to the Owners - Without prejudice to sub
-----------------------
-clause 18.1, the Managers shall be under no liability whatsoever to
the Owners for any loss, damage, delay or expense of whatsoever
nature, whether direct or indirect (including, but not limited to,
loss of profit arising out of or in connection with detention of or
delay to the Vessel) and howsoever arising in the course of
performance of the Management Services.

Unless the same is proved to have resulted solely from the
negligence of the Managers or their employees or agents, or sub-
contractors employed by them in connection with any Vessel, in which
case (save where loss, damage, delay or expense has resulted from the
Managers' gross negligence or wilfull misconduct) the Managers'
liability for each incident or series of incidents giving rise to a
claim or claims shall never exceed a total of five times the annual
management fee payable for such vessel hereunder.

C. Indemnity - Except to the extent and solely for the
---------
amount therein set out that the Managers would be liable under sub-
clause 18.2. The Owners hereby undertake to keep the Managers and
their employees, agents and sub-contractors indemnified and to hold
them harmless against all actions, proceedings, claims, demands or
liabilities whatsoever or howsoever arising which may be brought
against them or incurred or suffered by them arising out of or in
connection with the performance of the Agreement, and against and in
respect of all costs, loss, damages and expenses (including customary
legal costs and expenses in the circumstances on a full indemnity
basis) which the Managers may suffer or incur (either directly of
indirectly) in the course of the performance of this Agreement.

<PAGE>

D. "Himalaya". - It is hereby expressly agreed that no
--------
employee, crew member, or agent of the Managers (including every sub-
contractor from time to time employed by the Managers) shall in any
circumstances whatsoever be under any liability whatsoever to the
Owners for any loss, damage or delay of whatsoever kind arising or
resulting directly or indirectly from any act, neglect or default on
his part while acting in the course of or in connection with his
employment and, without prejudice to the generality of the foregoing
provisions in this Clause, every exemption, limitation, condition and
liberty herein contained and every right, exemption from liability,
defence and immunity of whatsoever nature applicable to the Managers
or to which the Managers are entitled hereunder shall also be
available and shall extend to protect every such employee or agent of
the Managers acting as aforesaid and for the purpose of all the
foregoing provisions of this Clause 18 the Managers are or shall be
deemed to be acting as agent or trustee on behalf of and for the
benefit of all persons who are or might be his servants or agents from
time to time (including sub-contractors as aforesaid) and all such
persons shall to this extent be or be deemed to be parties to this
Agreement.

E. The Managers agree to indemnify and hold the Owners
harmless from and against any and all liabilities, obligations,
damages, losses, deficiencies, costs, penalties, interest and expenses
arising out of, based upon, attributable to or resulting from any
claims made by any Crew manning any Vessel (whether employed by the
Managers or engaged by the Managers on the basis of any other
arrangement) arising out of such employment or engagement or as a
result of the transactions contemplated by this agreement.

XIX. General Administration
----------------------
A. The Managers shall handle and settle all claims arising
out of the Management Services hereunder and keep the Owners informed
regarding any incident of which the Managers become aware which gives
or may give rise to claims or disputes.

B. The Managers shall, as instructed by the Owners, bring
or defend actions, suits or proceedings in connection with matters
entrusted to the Managers according to this Agreement.

C. The Managers shall obtain legal or technical or other
outside expert advice in relation to the handling and settlement of
claims and disputes or all other matters affecting the interest of the
Owners in respect of any Vessel only after prior consultation with and
approval by the Owners.

<PAGE>

D. If the circumstances so require, the Owners shall
arrange for the provision of any necessary guarantee bond or other
security.

E. Any reasonable costs incurred by the Managers in
carrying out their obligations according to Clause 19 shall be
reimbursed by the Owners, so long as the Owners shall have approved
the same.

XX. Auditing
--------
The Managers shall at all times maintain and keep true and
correct accounts and shall make the accounts available for inspection
and auditing by the Owners upon request by the Owners and during
normal business hours.

XXI. Inspection of Vessel
--------------------
The Owners shall have the right at any time after giving
reasonable notice to the Managers to inspect any Vessel for any reason
they consider necessary.

XXII. Compliance with Law and Regulations
-----------------------------------
The Managers will not do or permit anything to be done which
might cause any breach or infringement of the laws and regulations of
the country of registry of the Vessel, and of the places where she
trades.

The Managers shall not operate the Vessels in any manner
which would cause the Owners to violate US laws and regulation
applicable to the Owners; provided that the Owners shall have provided
the Managers with notice and copies of such laws and regulations or
the Managers shall otherwise have actual knowledge of the same.
Should implementation or compliance with such laws and regulations
cause a material increase in expenses to the Managers, then Owners and
Managers shall agree on an appropriate adjustment in fees or
reimbursement relating to such increase in expenses.

The Managers may refuse to carry out any instructions of the
Owners which are unlawful or do not comply with the requirements of
the flag of a Vessel.

XXIII. Duration of the Agreement
-------------------------
A. This Agreement shall come into effect on the date stated
in Box 4 and shall continue until the date stated in Box

<PAGE>

17. The Owners' shall have the option, upon 90 days' notice prior to
the expiration date, to extend this Agreement to further periods of
one year each on terms to be mutually agreed by the parties hereto.

B. Termination by Default. - The Managers shall be entitled
----------------------
to terminate the Agreement by notice in writing if any moneys payable
by the Owners of any Vessel, whether under this or any other
Management Agreement shall not have been received in the Managers'
nominated account within ten days of payment having been requested in
writing by the Managers.

The Managers shall also be entitled to terminate the
Agreement by notice in writing if after receipt of written notice of
objection thereto from the Managers the Owners of any Vessel whether
under this or any other Management Agreement proceed with employment
of or continue to employ such Vessel in a trade or in a manner which
is, in the opinion of the Managers, likely to be detrimental to their
reputation as Managers or (otherwise than by virtue of ordinary
business competition) be prejudicial to the commercial interest of the
Managers.

This Agreement shall terminate forthwith in the event of an
order being made or resolution passed for the winding up, dissolution,
liquidation or bankruptcy of either party (otherwise than for the
purpose of reconstruction or amalgamation) or if a receiver is
appointed, or if it suspends payment, ceases to carry on business or
makes any special arrangement or composition with its creditors.

C. Extraordinary Termination. - This Agreement shall be
-------------------------
deemed to be terminated with respect to a Vessel, in the case of the
sale of any Vessel or if any Vessel becomes a total loss or is
declared as a constructive or compromised or arranged total loss or
title thereto is requisitioned.

D. For the purpose of sub-clause 23.3 hereof

1. the date upon which such Vessel is to be treated as
having been sold or otherwise disposed of shall be the
date on which the Owners cease to be registered as the
Owners of such Vessel.
2. such Vessel shall not be deemed to be lost unless
either she is an actual total loss, in which case, it
shall be the date on which she was last heard from, or
agreement has been reached with her Underwriters in
respect of her constructive, compromised or arranged
total loss or if such

<PAGE>

agreement with her Underwriters is not reached it is
adjudged by a competent tribunal that a constructive
total loss of the Vessel has occurred.

E. The termination of this Agreement shall be without
prejudice to all rights accrued between the parties prior to the date
of termination.

F. The Owners' Right to Terminate. In the event that (1)
------------------------------
the Managers shall fail to provide the services contemplated hereby in
such a manner as to provide the Owners with such services on a
Competitive Basis, (2) the Managers fail to deliver accurate financial
accounts in a form prescribed by the Owners and on the time schedule
identified in Clause 14.6 hereof, which is designed to permit the
Owners, as members of a group belonging to a US public company, to
file financial reports with the United States Government, as mandated
by US securities laws, (3) the Managers or any of their Affiliates
breaches the provisions of Section 8.1 of the Purchase Agreement, (4)
the Managers or any of their Affiliates breaches the provisions of
Section 4 of that certain agreement, dated December 19, 1996, among
SMIT Internationale N.V., for itself and as agent for its direct and
indirect subsidiaries and SEACOR Holdings, Inc., for itself and as
agent for its direct and indirect subsidiaries, (5) except for
emergencies, the Managers consistently or materially overrun the
budget without first obtaining the prior written approval of the
Owners, or (6) any other material default hereunder where the Managers
shall have failed to remedy the same after 45 days' prior written
notice from the Owners, then the Owners shall have the right to
terminate this Agreement at any time upon 30 days' notice to the
Managers, whereupon, this Agreement shall terminate and the Managers
shall redeliver the Vessels and all property of the Owners to the
Owners forthwith and as instructed in such notice.

XXIV. Law and Arbitration
-------------------
*) A. This Agreement shall be governed by English law and,
unless otherwise mutually agreed, any dispute arising out of this
Agreement shall be referred to arbitration in London, one arbitrator
being appointed by each party, in accordance with the Arbitration Acts
1950 and 1979 or any statutory modification or re-enactment thereof
for the time being in force. On the receipt by one party of the
nomination in writing of the other party's arbitrator, that party
shall appoint their arbitrator within fourteen days, failing which the
decision of the single Arbitrator appointed shall apply. If two
Arbitrators properly

<PAGE>

appointed shall not agree they all appoint an umpire whose decision
shall be final.

*) 24.1, 24.2 and 24.3 are alternatives; indicate alternative
----------------------------------------------------------
agreed in Box 18.
----------------
XXV. Notices and Representatives
---------------------------
A. Any communication may be sent by telex, telefax (with
confirmation), registered or recorded mail or by personal service.

B. The address of the Parties for service of such
communication shall be as stated n Boxes 19 and 20, respectively.

C. Each of the Parties hereto shall appoint and designate
in writing, which may be changed from time to time upon further
written notice, to the other an official representative and alternate
representative who shall coordinate all communications and decisions
hereunder. Initially, such representatives shall be as stated in
Boxes 19 and 20, respectively.

D. The designated representative to contact in the case of
an emergency shall be provided to the other party hereto by written
notice from and to those persons designated pursuant to sub-clause
25.3.

E. Until further written notice pursuant subclauses 25.1
and 25.2, the monthly reports provided for herein shall be delivered
by the due date to:

[Address of Subsidiary of SEACOR]

26. English Language
----------------
All reports, correspondence, vouchers for expenses and
disbursements and other pertinent documents to be provided hereunder
to the Owners, including, but not limited to, purchase orders, shall
be presented to the Owners in the English language, unless otherwise
specifically provided elsewhere in this Agreement.

<PAGE>

This Agreement is made and entered into this 19th day of
December, 1996, by and between SEACOR Holdings, Inc., acting as agent
for and on behalf of all of its direct and indirect controlled
subsidiaries (herein, collectively, the "Seacor Group") and Smit
Internationale NV, acting as agent for and on behalf of all of its
direct and indirect controlled subsidiaries (herein, collectively, the
"Smit Group").

Recitals:

A. Certain members of each of the Seacor Group and Smit Group
have entered into an Asset Purchase Agreement, dated as of 19th day of
December, 1996 (the "Purchase Agreement") wherein certain Seacor Group
members acquired from certain members of the Smit Group all of the
Offshore Vessels (as defined in the Purchase Agreement) owned by the
Smit Group.

B. In connection therewith, the Seacor Group has agreed to make
the Offshore Vessels and other of its vessels available to the Smit
Group under certain conditions and the Smit Group has agreed to
provide the Seacor Group vessels an opportunity to bid on and
participate in certain of the Smit Group's activities.

NOW, THEREFORE, in consideration of the representations,
warranties, and covenants contained herein and in the Purchase
Agreement, and other good and valuable consideration receipt of which
is hereby acknowledged, the parties hereto agree as follows:

1. The Seacor Group agrees that it will make its entire fleet
of vessels available to Sellers on a first priority basis for use in
salvage and other non-conventional maritime activities, within the
field of business of the Smit Group, subject to any commitments which
the Seacor Group has to third parties, and on the terms and conditions
hereinafter provided. The Seacor Group shall make its weekly
chartering report covering the location of its vessels available to
Sellers on a regular basis.

2. (a) In the event that the Smit Group wishes to engage a
Seacor Group vessel for a salvage operation, then the Smit Group will
give a representative of the Seacor Group designated in each area who
can obtain a prompt response, notice as to (i) the type of vessel
required, (ii) location of the operation, (iii) the expected
commencement time for the operation, and (iv) the expected time period
for completion of the operation. The Seacor Group will use its best
endeavors to make such vessel or vessels available to the Smit Group
as it may require for a specific

salvage operation including making vessels available, which are
already readily available, and also making such arrangements within
its fleet and with its customers to make available the most suitable
vessels for a specific operation, subject to the parties' agreement as
to compensation payable for such operation.

(b) The compensation payable for a vessel to be engaged in a
salvage operation shall be twice the prevailing market time charter
rate for such vessel if such vessel is at the time employed, or, if it
is not then employed, shall be twice the prevailing market time
charter rate for vessels of similar class, specifications and trading
patterns during the preceding 90 days; provided that such charter rate
shall not exceed $35,000 per day. Such compensation shall include
operating expenses and all remuneration payable to the crew, but
charterer shall pay fuel and lubes.

(c) As promptly as possible following receipt of the notice
referred to above, the Seacor Group shall notify the Smit Group of (i)
the vessel or vessels it has available for the operation, (ii) the
compensation payable for such vessel or vessels as determined in
accordance with the foregoing paragraph, and (iii) whether
arrangements must be made with customers for the release of any such
vessel or vessels before it can participate in the proposed salvage
operations.

(d) Upon receipt of such notice from the Seacor Group, the Smit
Group and the Seacor Group shall jointly determine which vessel or
vessels, if any, are to be used in the salvage operation. Any vessels
to be used in such operations shall be time chartered to the Smit
Group for the agreed period of time based on a standard BIMCO
Supplytime or Towhire charter party, or such other form of time
charter party as may be appropriate under the circumstances, in either
case with a 'no claim for salvage' provision, and such indemnities,
and other provisions as a prudent owner would request taking into
account the nature of the work, the risk involved, the flag of the
vessel, the nationality of the crew and their articles of employment.
Such indemnities may include, for example, indemnities of the owner
without recourse to the owner, its servants or agents, other than due
to gross negligence or willful misconduct of the owner, for (a) claims
by charterer, the salved vessel or its owner or any third parties for
injury, loss or damage resulting from the salvage operation or
resulting to the salved or towed object, (b) excess claims for salvage
bonus by the crew on the Seacor Group vessel, other than for a pro
rata share of the daily hire paid to the Seacor Group above the going
market rate, (c) additional

insurance costs to the owners; provided that the owner shall also
agree to render reasonable assistance without making any additional
claim for salvage to reconnect a towline if the salved object or tow
breaks away during the course of any towage service. All compensation
payable under the time charter shall be due and payable as provided in
such time charter and shall not be dependent on the receipt of payment
by the Smit Group for its salvage services.

(e) Immediately following completion of any salvage operation in
which a Seacor Group vessel participates, the Seacor Group shall allow
the Smit Group reasonable access to the log books of the vessel
chartered and to the Master and crew on board the vessel to take
statements concerning the salvage operation.

(f) The Seacor Group agrees not to offer vessels to third party
salvors unless the Smit Group has not been awarded the salvage work.

3. (a) In the event that the Smit Group wishes to engage a
Seacor Group vessel for an operation other than a salvage operation,
including but not limited to wreck removal, offshore contracting and
installation, towage, and similar operations, then the Smit Group will
give the Seacor Group notice as to (i) the type of vessel required,
(ii) the location of the operation, (iii) the expected commencement
date of the operation, and (iv) the expected time period for
completion of the operation; provided that if the Smit Group is
seeking tenders from several parties, then the Seacor Group will be
given an opportunity to respond to such tender on the same terms and
conditions as the other parties.

(b) The Seacor Group will respond in the time prescribed in
paragraph 2(a) specifying the compensation to be paid, based on the
prevailing market conditions for such vessel, including, but not
limited to, considerations as to rate, job duration, anticipated
commencement date, and regional location of the work. The parties
agree to discuss all the commercial considerations, but, in any event,
the Seacor Group shall have the absolute right to decline any such
business in its sole discretion.

4. The Smit Group agrees that it will give the Seacor Group an
opportunity to provide environmental services on a preferred basis in
conjunction with the Smit Group's salvage, maritime contracting, and
ports and harbor activities, to the extent that such services cannot
be provided using the Smit Group's own equipment and personnel.

5. In the event that the Smit Group shall have sought bids or
tenders from several parties in connection with any of the activities
referred to herein, the Smit Group hereby agrees to permit the Seacor
Group an opportunity to review and meet the terms and conditions of
the party to whom the Smit Group intends to award the contract.

6. Any notices provided for herein shall be given as follows:

To Seacor Group:

Watchstander
Seacor Marine, Inc.
11200 Westheimer, Suite 900
Houston, Texas 77042
Tel: 281 782 5990
Fax: 281 782 5991

To Smit Group:

Salvage Watchmaster
Smit Internationale N.V.
Zalmstraat 1
3016 DS Rotterdam
The Netherlands
Tel: 31 10 454 9911
Fax: 31 10 454 9268

In Witness Whereof, the parties hereto have duly executed this
Agreement as of the date first above written.

SEACOR HOLDINGS, INC.,
as agent

By: /s/Keith Gregory
-------------------------------
Name: Keith Gregory
Title: Vice President

SMIT INTERNATIONALE N.V.,
as agent

By: /s/Karel Kaffa
-------------------------------
Name: Karel Kaffa
Title: Area Manager

NYFS11...:\93\73293\0013\1711\AGRD226N.330

<PAGE>

LICENSE AGREEMENT

LICENSE AGREEMENT, dated as of December 19, 1996, by and
among SEACOR Holdings, Inc., a Delaware corporation ("SEACOR"), the
Subsidiaries of SEACOR listed as Licensees on the signature pages
hereto (together with SEACOR, the "Licensees"), and SMIT
Internationale N.V., a corporation organized under the laws of The
Netherlands ("SMIT" or the "Licensor").

W I T N E S S E T H :

WHEREAS, pursuant to the terms of a certain Asset Purchase
Agreement of even date herewith (the "Purchase Agreement") by and
among the Licensor, certain subsidiaries of the Licensor and the
Licensees, the parties have agreed to enter into this Agreement at the
time of the Closing under the Purchase Agreement; and

WHEREAS, the Licensees desire to license from the Licensor
certain rights upon the terms and subject to the conditions hereof.

NOW, THEREFORE, in consideration of the premises and for
other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:

Section 1. Definitions. Capitalized terms used but not
-----------
defined herein shall have the respective meanings ascribed to them in
the Purchase Agreement and the Indenture, dated as of

November 1, 1996, between SEACOR and First Trust National Association,
as trustee (the "Indenture").

Section 2. Grant of License; Termination and Cessation.
-------------------------------------------
Upon and subject to the terms and conditions hereinafter set forth,
the Licensor hereby grants to the Licensees the following fully paid-
up and, except as provided herein, perpetual rights and licenses
(collectively, the "Licenses"):

(a) the right to use the name "SMIT" preceded by the name
"SEACOR" (i.e., SEACOR-SMIT or SEACOR SMIT) as the corporate name of
----
SEACOR and as part of the corporate name of any Subsidiaries of SEACOR
formed for the purpose of acquiring the Acquired Assets;

(b) the right to retain the names and logos of all Vessel Assets
and JV Companies; and

(c) the right to use the name "SMIT", or some variation thereof,
and logo on vessels owned or chartered in by SEACOR or any of its
Subsidiaries and managed by SMIT or any of its Subsidiaries;
provided, however, that (i) the right granted pursuant to clause (a)
-------- -------
above shall automatically cease and terminate with respect to any
Subsidiary of SEACOR that ceases to own any of the Acquired Assets or
replacements therefor, (ii) the right and license granted pursuant to
clause (c) above shall automatically cease

and terminate with respect to any vessel referred to therein that
ceases to be managed by SMIT or any of its Subsidiaries, and (iii) all
Licenses shall automatically cease and terminate upon a Change of
Control unless SMIT shall have consented in its sole and absolute
discretion that they shall not cease and terminate or that they shall
cease and terminate upon such terms and subject to such conditions as
shall be acceptable to SMIT in its sole and absolute discretion.

For the purposes hereof, a "Change in Control" shall be
deemed to have occurred at such time as (A) any Person, or any Persons
acting together in a manner which would constitute a "group" (a
"Group") for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended, or any successor provision thereto, together with
any Affiliates thereof, (1) become the Beneficial Owners, directly or
indirectly, of capital stock of SEACOR, entitling such Person or
Persons and its or their Affiliates to exercise more than 50% of the
total voting power of all classes of SEACOR's capital stock entitled
to vote generally in the election of directors or (2) shall succeed in
having sufficient of its or their nominees who are not supported by a
majority of the then current Board of Directors of SEACOR elected to
the Board of Directors of SEACOR such that such nominees, when added
to any existing directors remaining on the Board of Directors of
SEACOR after such election who are

Affiliates of or acting in concert with any such Persons, shall
constitute a majority of the Board of Directors of SEACOR, (B) SEACOR
shall be a party to any transaction pursuant to which the SEACOR
Common Stock is converted into the right to receive other securities
(other than common stock), cash and/or property (or SEACOR, by
dividend, tender or exchange offer or otherwise, distributes other
securities, cash and/or property to holders of SEACOR Common Stock)
and the value of all such securities, cash and/or property distributed
in such transaction and any other transaction effected within the
12 months preceding consummation of such transaction (as determined in
good faith by the Board of Directors, whose determination shall be
conclusive and described in a resolution of the Board of Directors) is
more than 50% of the average of the daily Closing Prices for the five
consecutive Trading Days ending on the Trading Day immediately
preceding the date of such transaction (or, if earlier, the Trading
Day immediately preceding the "ex" date (as defined in paragraph (7)
of Section 13.04 of the Indenture) for such transaction) or (C) SEACOR
shall consolidate with or merge into any other Person or sell, convey,
transfer or lease its properties and assets substantially as an
entirety to any Person other than a Subsidiary, or any other Person
shall consolidate with or merge into SEACOR (other than, in the case
of this clause (C), pursuant to any consolidation or merger where
Persons who are stockholders

of SEACOR immediately prior thereto become the Beneficial Owners of
shares of capital stock of the surviving company entitling such
Persons to exercise more than 50% of the total voting power of all
classes of such surviving company's capital stock entitled to vote
generally in the election of directors).

Section 3. No Representations and Warranties. No
---------------------------------
representations, warranties or guaranties have been, are being or
shall be made by the Licensor as to the quality, condition, character,
type, suitability or value of any of the Licenses or any rights or
intellectual property relating thereto, including without limitation
whether they infringe on any rights of others or whether they may be
granted hereunder without violating any rights of others, and ALL
REPRESENTATIONS, WARRANTIES OR GUARANTIES IMPLIED OR OTHERWISE CREATED
UNDER ANY APPLICABLE LAW ARE EXPRESSLY DISCLAIMED BY THE LICENSOR.

Section 4. Indemnification. The Licensees shall indemnify,
---------------
defend and hold the Licensor harmless from and against any Losses
arising out of or based upon the Licensees' use of the Licenses
granted hereunder. Any claim of the Licensor for indemnification with
respect to a Third Party Assertion shall be governed by the procedures
set forth in Section 7.2 of the Purchase Agreement.

Section 5. Sublicensing and Assignment. The Licensees
---------------------------
shall not sublicense or assign the Licenses or any rights or
intellectual property relating thereto to any person whatsoever.

Section 6. Transition Provisions. In the event that the
---------------------
License of any Subsidiary of SEACOR pursuant to clause (a) of Section
2 shall cease and terminate as provided in such Section, such
Subsidiary shall promptly (and in any event within 60 days) amend its
certificate of incorporation (or comparable document) so that the SMIT
name is no longer a part of its corporate name and obtain new
stationery for use in its business, and do all such other acts as may
reasonably be required to eliminate reference thereto as part of its
ongoing business. In the event that the License of SEACOR or any
Subsidiary thereof to use the SMIT name, or some variation thereof,
and logo on any vessel pursuant to clause (c) of Section 2 shall cease
and terminate as provided in such Section, SEACOR or such Subsidiary
shall promptly (and in any event within 60 days) cause the name and/or
logo of such vessel to be changed to eliminate reference thereto. In
the event that the Licensees shall terminate and cease as provided in
clause (iii) of Section 2, each Licensee shall promptly (and in any
event within 60 days, or 90 days in the case of SEACOR) amend its
certificate of incorporation (or comparable document) so that the SMIT
name is no longer a part of its corporate name and obtain new
stationery for use in its business,

and do all such other acts as may reasonably be required to eliminate
reference thereto as part of its ongoing business.

Section 7. Governing Law. This Agreement shall be governed
-------------
by, and construed in accordance with, the laws of the State of New
York without regard to the principles thereof relating to the conflict
of laws. This Agreement has been executed and delivered in Rotterdam,
The Netherlands.

Section 8. Specific Performance. Due to the goodwill and
--------------------
reputation associated with the Licensor's name, and for other reasons,
the Licensor will be irreparably damaged in the event that this
Agreement is not specifically enforced. In the event of a breach of
the terms, covenants or conditions of this Agreement by the Licensees,
the Licensor shall, in addition to all other remedies, be entitled to
a temporary or permanent injunction without showing any actual damage,
or a decree for specific performance, in accordance with the
provisions hereof.

Section 9. Benefits of Agreement. This Agreement shall be
---------------------
binding upon and inure to the benefit of the Licensor and its assigns,
and to the Licensees and their permitted successors.

Section 10. Miscellaneous. (a) This writing constitutes
-------------
the entire agreement of the parties with respect to the subject matter
hereof and may not be modified, amended or

terminated except by a written agreement signed by each party hereto.

(b) No waiver of any breach or default hereunder shall be
considered valid unless in writing, and no such waiver shall be deemed
a waiver of any subsequent breach or default of the same or similar
nature.

(c) If any provision of this Agreement shall be held
invalid or unenforceable, such invalidity or unenforceability shall
apply only in the jurisdiction where such holding shall have occurred
and only as to such provision and shall not in any manner affect or
render invalid or unenforceable any other severable provision of this
Agreement, and this Agreement shall be modified in such jurisdiction
so that such invalid or unenforceable provision thereafter will be
enforceable.

(d) Each party hereto shall cooperate and shall take such
further action and shall execute and deliver such further documents as
may be reasonably requested by any other party in order to carry out
the provisions and purposes of this Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first written above.

LICENSEES:

SEACOR HOLDINGS, INC.

By: /s/ John Gellert
-----------------------------------------------
Name: John Gellert
Title: Attorney-in-fact

SEACOR-SMIT OFFSHORE I B.V.

By: /s/ John Gellert
-----------------------------------------------
Name: John Gellert
Title: Attorney-in-fact

SEACOR-SMIT (AQUITAINE) LTD.

By: /s/ Keith Gregory
-----------------------------------------------
Name: Keith Gregory
Title: Vice President

LICENSOR:

SMIT INTERNATIONALE N.V.

By: /s/ Karel Kaffa
----------------------------------------------
Name: Karel Kaffa
Title: Area Manager

NYFS11...:\93\73293\0013\91\AGRD196I.330

<PAGE>

PRESS RELEASE

SEACOR COMPLETES SMIT ACQUISITION

HOUSTON, TX
DECEMBER 19, 1996

FOR IMMEDIATE RELEASE - SEACOR Holdings, Inc. (NYSE:CKH) ("SEACOR")
announced today that it had acquired substantially all of the offshore
supply vessel assets of SMIT INTERNATIONALE NV ("SMIT"), and certain
joint venture interests as contemplated by a letter of intent signed
on October 14, 1996.

The acquired assets also include SMIT's 50% interest in Supplylink,
which provides logistics services to support both offshore and land-
based exploration and development of oil and gas worldwide.

The final agreements provide for the payment, including amounts
payable under a lease purchase arrangement for two vessels, of $71.1
million in cash, 712,000 shares of SEACOR common stock, which based on
the closing price of $64.00 on December 18, 1996 has a value of $45.6
million, and $22.0 million of ten-year 5-3/8% convertible subordinated
notes. The notes are convertible into shares of SEACOR common stock
at any time prior to November 15, 2006 at a conversion price of $66.00
per share. The acquired assets effectively include 24 vessels that
SMIT owned and SMIT's joint venture interests in 21 vessels. Certain
assets and consideration will be transferred after the closing. An
additional four vessels are under option to SEACOR for $12.9 million,
and the parties expect such vessels to be transferred to SEACOR over
the next several months.

In addition, SEACOR will pay SMIT, in a combination of cash and non-
convertible notes, additional consideration based on SMIT assets
meeting certain performance measures and generating certain returns in
1997 and 1998. The maximum additional consideration is $47.2 million.

Charles Fabrikant, Chairman and CEO of SEACOR, commented, "This
acquisition positions SEACOR for the future and also gives us
additional exposure to the international markets. The demand for
energy appears to be growing rapidly in the Pacific Rim and in other
emerging markets. Exploration and production of hydrocarbons is a
global business. We

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can now offer complete service to the industry and take advantage of
moving assets to areas that offer the highest returns. We can also
pursue our logistics interests on a global scale."

As a further observation Fabrikant noted, "This event is more of a
strategic partnering arrangement than an acquisition. We will be
changing our corporate name to SEACOR-SMIT Inc. SMIT will continue to
provide technical management for the acquired vessels working in the
Far East and North Sea. We are planning on using Dutch crews and
keeping vessels under Dutch flag. Andrew Strachan, who was SMIT's
Group Director for Offshore Shipping and had been in charge of
overseeing SMIT's investment in logistics, will be joining SEACOR as
President of our Global Division and Coordinator for International
Business Development.

Finally, SMIT has a significant interest in helping us reduce costs
and optimizing employment opportunities in salvage and maritime
contracting, an interest backed up by an incentive to earn additional
consideration from the fleet's performance and also by its position as
a significant equity stakeholder in SEACOR. SMIT will propose a
nominee to serve on the SEACOR Board of Directors, which will assist
in a smooth transition and, we hope, lead to opportunities for
cooperation in other areas."

SMIT President M.A. Busker noted that the transaction would strengthen
SMIT's position in the salvage and maritime contracting industries by
providing access to substantially greater marine resources than are
currently available to SMIT and also to vessels operating in North
America. At the same time, the transaction allows SMIT to take
advantage of the movement toward consolidation in the offshore
industry.

Busker said, "This is a good transaction. It provides continuity of
employment for both our management personnel and seafarers involved in
offshore supply activities. It also allows SMIT to participate in the
growing market of the Gulf of Mexico. Our offshore supply fleet is
brought under the wings of a successful player in the offshore supply
business, who shares our views on logistics and with whom we work
closely in the environmental protection business. If our fleet
performs as we expect, the further pay-off will come in earning the
enhanced consideration and also bring reward to us as a shareholder in
SEACOR."

SMIT is a leading marine salvage and offshore-installation contractor
and operates primarily in the North Sea, the Mediterranean, the Far
East, the Middle East, the Caribbean and Latin America. SMIT and its
affiliates operate a fleet of over 300 marine craft, including ocean-
going tugs, harbor tugs, salvage vessels, heavy-lift vessels and
transport barges, and employ approximately 2,400 personnel worldwide.

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With the addition of the SMIT offshore supply vessel assets, SEACOR
will be the second-largest owner of marine vessels supporting offshore
oil and gas production with a fleet of over 300 vessels operating in
the U.S. Gulf of Mexico, Mexico, the North Sea, the Mediterranean, the
Far East, the Middle East, the Caribbean, Latin America and offshore
West Africa. In addition to its offshore support operations, SEACOR
also owns National Response Corporation ("NRC"), which is engaged in
the development of waste oil reception facilities, environmental
consulting and infrastructure development projects. NRC is the
largest commercial oil spill response contractor in the United States.

For additional information at SEACOR, contact Charles Fabrikant,
Chairman and Chief Executive Officer, or Randall Blank, Executive Vice
President and Chief Financial Officer at (212) 307-6633.

For additional information at SMIT, contact Mr. M. A. Busker,
President, or Mr. A. W. Kienhuis, Vice President, at 31-10-454-9911.

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