CORPORATE SERVICES AGREEMENT

     This CORPORATE SERVICES AGREEMENT, dated to be effective as of                     , 2006 (this Agreement), is made by and between Helix Energy Solutions Group, Inc., a Minnesota corporation (Helix), and Cal Dive International, Inc., a Delaware corporation (Cal Dive). Certain capitalized terms used in this Agreement are defined in Section 1.1 and the definitions of the other capitalized terms used in this Agreement are cross-referenced in Section 1.2.

W I T N E S S E T H:

     WHEREAS, Helix and Cal Dive have entered into a Master Agreement, dated as of                     , 2006 (the Master Agreement), pursuant to which, among other things, Helix will separate its manned diving, pipelay, pipe burial and related businesses and operations from the other businesses and operations of Helix by contributing, assigning and transferring such businesses, operations and related assets and liabilities to Cal Dive and its Subsidiaries, as set forth in the Master Agreement (the Separation);

     WHEREAS, after the Separation, it is contemplated that an initial public offering will be made of approximately ___% of the common stock of Cal Dive, resulting in partial public ownership of Cal Dive;

     WHEREAS, after such Separation and initial public offering, Cal Dive and Helix will provide certain administrative and support services and other assistance to the each other in accordance with the terms and subject to the conditions set forth herein;

     WHEREAS, because of the parent-subsidiary relationships among Helix and Cal Dive, the terms and conditions set forth herein have not resulted from arms length negotiations between the parties, and accordingly, such terms may be in some respects less favorable to the parties than those it could obtain from unaffiliated third parties;

     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS

     Section 1.1 Certain Defined Terms.

     The following capitalized terms used in this Agreement will have the meanings set forth below:

     Helix Business means the business of the Helix Group immediately prior to the Initial Public Offering, other than the Cal Dive Business.

     Information Systems means computing, telecommunications or other digital operating or processing systems or environments, including, without limitation, computer programs, data, databases, computers, computer libraries, communications equipment, networks and systems.

When referenced in connection with Services, Information Systems will mean the Information Systems accessed and/or used in connection with the Services.

     Intellectual Property means all of the following, whether protected, created or arising under the laws of the United States or any other foreign jurisdiction: (i) patents, patent applications (along with all patents issuing thereon), statutory invention registrations, divisions, continuations, continuations-in-part, substitute applications of the foregoing and any extensions, reissues, restorations and reexaminations thereof, and all rights therein provided by international treaties or conventions; (ii) copyrights, mask work rights, database rights and design rights, whether or not registered, published or unpublished, and registrations and applications for registration thereof, and all rights therein whether provided by international treaties or conventions or otherwise; (iii) trademarks, service marks, trade dress, logos and other identifiers of source, including all goodwill associated therewith and all common law rights, registrations and applications for registration thereof, and all rights therein provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing; (iv) intellectual property rights arising from or in respect of domain names, domain name registrations and reservations and URLs; (v) trade secrets; (vi) intellectual property rights arising from or in respect of Technology; and (vii) all other applications and registrations related to any of the intellectual property rights set forth in the foregoing clauses (i) through (vi) above.

     Provider means Helix or another member of the Helix Group, on the one hand, or Cal Dive or another member of the Cal Dive Group, on the other hand, that is providing a Service pursuant to this Agreement.

     Recipient means Cal Dive or another member of the Cal Dive Group, on the one hand, or Helix or another member of the Helix Group, on the other hand, to whom a Service pursuant to this Agreement is being provided.

     Recipient Group means the Cal Dive Group or the Helix Group, as Recipient hereunder.

     Representative of a Person means any director, officer, employee, agent, consultant, accountant, auditor, financing source, attorney, investment banker or other representative of such Person.