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                             EMPLOYMENT AGREEMENT





      THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into effective

as of July 6, 2001 (the "Effective Date") by and between GM Offshore, Inc., a

Delaware corporation (the "Company"), and Edward A. Guthrie Jr. (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



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            (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 July

6, 2003 (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

      Executive Vice President and Chief Financial Officer 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

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      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 $190,000.00.  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"), 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.



           (iv)   Welfare Benefit Plans.  During the Term, the

      Executive and/or the Executive's family, as the case may be, shall be

      eligible for participation in and shall receive all benefits under

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