REGISTRATION RIGHTS AGREEMENT



                                  BY AND AMONG



                             GULFMARK OFFSHORE, INC.



                                 AS THE COMPANY,



                                       AND



                              LEHMAN BROTHERS INC.,



                          JEFFERIES & COMPANY, INC. AND



                        MORGAN STANLEY & CO. INCORPORATED



                            AS THE INITIAL PURCHASERS



                            DATED AS OF JULY 21, 2004



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                                TABLE OF CONTENTS



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1.       Definitions......................................................................................     1



2.       Registered Exchange Offer........................................................................     4



3.       Shelf Registration, Market-Maker Prospectus......................................................     5



4.       Liquidated Damages...............................................................................     7



5.       Registration Procedures..........................................................................     8



6.       Registration Expenses............................................................................    18



7.       Indemnification and Contribution.................................................................    19



8.       Rule 144A and Rule 144...........................................................................    21



9.       Future Subsidiary Guarantees.....................................................................    21



10.      Miscellaneous....................................................................................    22

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                  This Registration Rights Agreement (this "AGREEMENT") is dated

as of July 21, 2004, by and among GulfMark Offshore, Inc., a Delaware

corporation (together with any successor entity, herein referred to as the

"COMPANY"), Lehman Brothers Inc., Jefferies & Company, Inc. and Morgan Stanley &

Co. Incorporated (collectively referred to as the "INITIAL PURCHASERS").



                  This Agreement is made pursuant to the Purchase Agreement,

dated as of July 14, 2004, between the Company and the Initial Purchasers (the

"PURCHASE AGREEMENT"), whereby the Initial Purchasers have agreed to purchase

from the Company $160,000,000 aggregate principal amount of 7 3/4% Senior Notes

due 2014 (the "NOTES"). The Notes are being issued pursuant to an indenture, as

may be amended from time to time (the "INDENTURE"), dated the date hereof,

between the Company and U.S. Bank National Association, as Trustee (the

"TRUSTEE"). The Notes will have terms and provisions as described in the

Indenture. To induce the Initial Purchasers to purchase the Notes, the Company

has agreed to provide the registration rights set forth in this Agreement

pursuant to the Purchase Agreement. Capitalized terms used herein and not

otherwise defined shall have the meanings assigned to them in the Indenture.



                  The parties hereby agree as follows:



                  1. DEFINITIONS. As used in this Agreement, the following

capitalized terms shall have the following meanings:



                  ADVICE: As defined in Section 5(f).



                  AFFILIATE: As such term is defined in Rule 144 under the

Securities Act.



                  AGREEMENT: This Registration Rights Agreement, as amended,

modified or otherwise supplemented from time to time in accordance with the

terms hereof.



                  BLACKOUT PERIOD: As defined in Section 4 hereof.



                  BROKER-DEALER: Any broker or dealer registered under the

Exchange Act.



                  BROKER-DEALER TRANSFER RESTRICTED NOTES: Exchange Notes that

are acquired by a Restricted Broker-Dealer for its own account as a result of

market-making activities or other trading activities.



                  BUSINESS DAY: A day other than a Saturday or Sunday or any day

on which banking institutions in The City of New York are authorized or

obligated by law to close.



                  CLOSING DATE: The date of this Agreement.



                  COMMISSION: The U.S. Securities and Exchange Commission.



                  COMPANY: As defined in the preamble hereto.



                  CONSUMMATE: An Exchange Offer shall be deemed "Consummated"

for purposes of this Agreement upon the occurrence of (a) the filing and

effectiveness under the



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Securities Act of the Exchange Offer Registration Statement relating to the

Exchange Notes to be issued in the Exchange Offer, (b) the maintenance of such

Exchange Offer Registration Statement continuously effective and the keeping of

the Exchange Offer open for a period not less than the period required pursuant

to Section 2(b) hereof and (c) the delivery by the Company to the registrar

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