CHARGE OVER SHARES

THIS CHARGE is dated the 26th day of August, 2004 (Charge) and made between (1) Secunda Global Marine Incorporated a Company registered and incorporated in accordance with the Laws of Barbados and whose registered office is situate at Suite 102 Warrens Court, Warrens, in the parish of Saint Michael in the Island of Barbados (hereinafter called the Chargor) and (2) Wilmington Trust Company of (hereinafter called the Collateral Agent) not in its individual capacity but solely as Collateral Agent under a Collateral Agency Agreement, dated the 26th day of August, 2004, (the Collateral Agency Agreement) and made between Secunda International Limited (hereinafter called the Borrower) and certain of its subsidiaries, Fortis Capital Corp. (hereinafter called the Agent) in its capacity as Agent for the benefit of the Lenders (defined below) (hereinafter called the Lenders) and Wells Fargo Bank, National Association (hereinafter called the Trustee) in its capacity as Trustee for the benefit of the Noteholders and the Collateral Agent.

WHEREAS:

Pursuant to the terms of a Credit Agreement dated the 26th day of August 2004 and made between Fortis Capital Corp., as agent, arranger and book runner (the Agent), Secunda International Limited (the Borrower), and certain of its affiliates and the Lenders party thereto (Lenders) (hereinafter called the Credit Agreement) each of the Lenders agreed to make the Facility (as defined in the Credit Agreement) available to the Borrower in accordance with and subject to the terms and conditions of the Credit Agreement. As a condition to providing such Facility, each of the Lenders has requested that the Chargor enter into this Legal Charge Over Shares and charge all of its issued and outstanding shares to the Collateral Agent, on behalf of the Agent and the Lenders.

AND WHEREAS pursuant to the terms of an Indenture, dated the 26th day of August 2004 and made between Secunda International Limited, certain of its

Affiliates and the Trustee (hereinafter called the Indenture), the Borrower issued the Notes.

AND WHEREAS as a condition to the initial purchasers purchasing such Notes, each of the initial purchasers have requested that the Chargor enter into this Legal Charge Over Shares and charge its shares to the Collateral Agent, on behalf of the Trustee and the Noteholders.

NOW THIS DEED WITNESSETH AS FOLLOWS:

In consideration of the mutual covenants and agreements herein contained and of other valuable consideration, receipt of which is hereby acknowledged, the Chargor and the Collateral Agent hereby agree as follows:

DEFINED TERMS

1. Capitalized terms used herein, but not otherwise defined herein, shall have the meanings assigned to such terms in the Collateral Agency Agreement.

Share Capital means 25 Common Shares and 1180 Preferred Shares in the capital of the Chargor, together with any and all shares, interests, participations, or other equivalent of share capital or corporate stock.

Transaction Document when used in the singular and Transaction Documents when used in the plural means any and all of the Credit Agreement, the Revolving Loan Notes, the Collateral Agency Agreement, the Subsidiary Guarantee Agreements, the Assignment of Earnings and Insurances, the Assignments of Contract, the Hedging Agreements (if any), the Mortgages, the Deed of Covenants, the Pledge Agreement, the Control Agreements, the Indenture, the Notes, the Note Guarantees and each other Security Document, each as the same may from time to time be amended, restated, modified, supplemented or renewed.

Charged Collateral means the Share Capital hereby charged by the Chargor to the Collateral Agent and any after acquired share capital or other property charged to the Collateral Agent pursuant to the terms hereof.

2

Vessel Owner means any Subsidiary of the Borrower that (i) owns one or more Vessels or other Vessel Assets or (ii) charters or arranges for the charter of one or more of the Vessels.

CHARGING CLAUSE

2. The Chargor as beneficial owner hereby charges to the Collateral Agent as a continuing security for the payment of all Secured Obligations by way of a first fixed charge:

(a) all of its issued and outstanding shares and the certificates and instruments representing the shares, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Share Capital; and

(b) all additional Share Capital of the Chargor from time to time acquired by Chargor in any manner, and the certificates or instruments representing such additional shares, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, but so that the Collateral Agent shall not in any circumstances incur any liability whatsoever in respect of any calls installments or otherwise in connection with the Shares. The Share Capital and all other property described in Section 2 are referred hereunder as the Charged Shares.

SECURITY FOR OBLIGATIONS

3. This Legal Charge over Shares secures the payment of all of the Secured Obligations.

DELIVERY OF CHARGED SHARES

4. (a) All certificates or instruments representing or evidencing the Charged Shares shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Each of the Chargors shall promptly deliver to the Collateral Agent, certificates or other instruments representing or evidencing the Charged Shares acquired or received after the date of this Charge

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