THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into effective as of the 1st day of July, 2003 (the "Effective Date") by and between GM Offshore, Inc., a Delaware corporation (the "Company"), and Bruce A. Streeter (the "Executive").

W I T N E S S E T H:

     WHEREAS, the Company wishes to assure itself of the services of the Executive for the period provided in this Agreement, and the Executive wishes to serve in the employ of the Company on the terms and conditions hereinafter provided; and

     WHEREAS, it is in the best interests of the Company and its shareholders to assure that the Company will have the continued attention and dedication of the Executive to their assigned duties without distraction in potentially disturbing circumstances arising from the possibility of a Change of Control (as defined in Section 1 below) of GulfMark Offshore, Inc., a Delaware corporation ("Parent"), which is the sole shareholder of the Company; and

     WHEREAS, it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control; and

     WHEREAS, it is imperative to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations.

     NOW, THEREFORE, in order to accomplish these objectives, and in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

     1.     Change of Control. For the purposes of this Agreement, a "Change of Control" shall mean the occurrence of any one or more of the following:

          (a)     The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either (i) the then outstanding shares of common stock of Parent or (ii) the combined voting power of the then outstanding voting securities of Parent entitled to vote generally in the election of directors; provided, however, that the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from Parent; (ii) any acquisition by Parent; (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Parent or any corporation controlled by Parent; or

          (b)     Parent shall sell, lease, exchange or transfer (in one transaction or a series of related transactions) substantially all of its assets, except to a wholly owned subsidiary; or

          (c)     Approval by the stockholders of Parent of any plan or proposal for the liquidation or dissolution of the Company; or

          (d)     Individuals who, as of the date hereof, constitute the Board of Parent (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

          (e)     Subject to applicable law, in a Chapter 11 bankruptcy proceeding, the appointment of a trustee or the conversion of a case involving Parent to a case under Chapter 7; or

          (f)     Any consolidation, reorganization, or merger of Parent in which Parent is not the continuing or surviving corporation or pursuant to which shares of Parent's common stock would be converted into cash, securities or other property, other than a consolidation, reorganization or merger of Parent in which the holders of Parent's common stock immediately prior to the consolidation, reorganization or merger have the same proportionate ownership of common stock of the surviving corporation immediately after the consolidation, reorganization or merger.

     2.     Employment Period. The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, in accordance with the terms and provisions of this Agreement, for the period commencing on the Effective Date and ending on June 30, 2006 (the "Term").

     3.     Terms of Employment. The following terms shall govern the Executive's employment during the Term:

          (a)     Position and Duties.

                         (i)     During the Term, the Executive shall be employed as President of the Company with corresponding authority, duties and responsibilities.

                         (ii)    During the Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Term, it shall not be a violation of this

Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, and manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company.

          (b)     Compensation. During the Term, and prior to the termination of the Executive's employment as described in Section 4 or 5 hereof, the Executive shall be entitled to the following items of compensation:

                         (i)     Base Salary. During the Term, the Executive shall receive an annual base salary ("Annual Base Salary"), which shall be paid in equal installments on a semi-monthly basis (less applicable withholding and salary deductions), of $250,000.00. Any discretionary increase in Annual Base Salary during the Term shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase, and the term "Annual Base Salary" as utilized in this Agreement shall refer to Annual Base Salary as so increased.

                         (ii)    Annual Bonus. During the Term, the Executive shall receive, for each fiscal year ending during the Term, an annual bonus (the "Annual Bonus"), which shall be paid in cash within thirty (30) days of the end of each fiscal year for which the Annual Bonus is awarded, in an amount to be determined at the discretion of the Company. Any discretionary increase in the Annual Bonus during the Term shall not serve to limit or reduce any other obligation to the Executive under this Agreement.

                         (iii)     Incentive, Savings and Retirement Plans. During the Term, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies. As used in this Agreement, the term "affiliated companies" shall include any company controlled by, controlling or under common control with the Company.

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