Joint Venture Agreement

JOINT VENTURE AGREEMENT


BETWEEN


SMIT-LLOYD (ANTILLEN) N.V.


AND


SEACOR HOLDINGS INC.


This Agreement is made this 19th of December 1996.


By and Between:


A) Seacor Holdings Inc., a company duly organised and existing under
of the laws of the State of Delaware (hereinafter "Seacor-Smit")


AND


B) Smit-Lloyd (Antillen) N.V., a company duly organised under and by
virtue of the laws of the Netherlands Antilles (hereinafter
referred to as "Smit").


WHEREAS:


1. Various associate companies of each of Seacor-Smit and Smit have
entered into a purchase agreement of even date herewith, relating
to the purchase by affiliates of each of Seacor-Smit from various
affiliates of Smit certain anchorhandling/tug/supply vessels
supporting offshore oil and gas activities worldwide.


2. The parties are contributing the vessels listed on Schedule A
hereto, to the Bahamian company to be owned equally by Smit and
Seacor-Smit. It is intended that, depending on the area of
operation of each vessel to be owned by such company, Smit
Vlootbeheer B.V., Smit International Singapore Pte. Ltd. or Smit
(Americas) Inc., affiliates of Smit, or FISH or Seacor Marine
Inc., affiliates of Seacor-Smit will provide technical and
operating management services for the vessels in the company when
not under bareboat charter to a Smit affiliate.


3. The parties intend to cooperate to develop a profitable business
from the operation of the anchorhandling/tug/ supply vessels,
platform supply vessels and fire-fighting vessels for oil and gas
operators engaged in offshore exploration and production
activities.


NOW IT IS HEREBY AGREED as follows:


CLAUSE 1: PREAMBLE
-------------------
1.1 The above recitals and the attached Schedules and Appendices
hereto form an integral part of this Agreement.


CLAUSE 2: DEFINITIONS
----------------------
2.1 In this Agreement unless the context otherwise requires the
following words and expressions shall have the following
meanings:


(a) the "Parties" shall mean the parties hereto;
(b) "Party" shall mean either of the parties hereto;
(c) the "Company" shall mean the jointly owned company
to be established in the Bahamas as provided for by Clause 3
hereof;
(d) the "Vessel" shall mean each and the "Vessels" shall mean
those vessels listed on Schedule A hereto;
(e) "Affiliate" means in relation to a Party:
(i) the ultimate holding company of such Party;
or (ii) any company controlled by such ultimate holding
company;


and in this definition one company controls another when at
the relevant time it owns either directly or indirectly more
than 50% of the shares entitled to vote at general meetings
and of that other company or a company is an ultimate
holding company but itself is not controlled by another
company.


(f) the "Directors" shall mean the Directors of the Company.
(g) the "Board" shall mean the Board of Directors of the
Company.


2.2 Words importing gender include every gender, the singular
includes the plural and vice versa, and references to persons
shall include bodies corporate, unincorporated associates and
partnerships and vice versa.


2.3 References to statutes or statutory instruments include
references to any amendments, modifications or re-enactments
thereof.


2.4 The Clause headings are included for the convenience of reference
only and do not constitute terms or affect the interpretation of
this Agreement.


2.5 References to Clauses and Exhibits are to Clauses in Exhibits to
this Agreement.


CLAUSE 3: THE JOINT COMPANIES
------------------------------


3.1 The parties have caused an International Business Company in the
Bahamas named Seacor-Smit (Aquitaine) Ltd.
(hereinafter called "the Company").


3.2 The Company shall have an initial issued and fully paid share
capital of US$ 1000,- (ONE THOUSAND UNITED STATES DOLLARS)
divided into 1,000 ordinary shares of USD 1,00 each and shall be
increased to any amount that may be necessary having regard to
financing, if any, available to the Company in respect of the
purchase of the Vessels, but any decision to increase the shares
of the Company shall always be made on the basis that the
allocation of shares shall give both Smit and Seacor-Smit an
equal interest in the Company.


The participation of the Parties in the Company's share capital
shall be:


SEACOR - SMIT : 500 SHARES (50%)
SMIT : 500 SHARES (50%)


Each Party hereto shall procure the Company to effect the prompt
allotment of the initial shares and upon allotment shall promptly
deposit the amount to be paid up for the shares allotted and the
Company shall issue the respective share certificates after the
full payment has been made.


3.3 Each Party hereto warrants that it will exercise its votes as
shareholder and procure that its nominee directors act strictly
in accordance with this Agreement, the Memorandum and The
Articles of Association of the Company and shall do all things
necessary to procure compliance by the Company with the terms of
this Agreement, the Memorandum of and Articles of Association.


The draft Memorandum of Association (statutes) and Articles of
Association of the Company are attached hereto as "EXHIBIT 1" and
"EXHIBIT 2".


3.4 Whenever a need to increase the authorised and issued capital of
the Company arises, each shareholder shall contribute additional
capital from its own resources in proportion to their respective
shareholdings and shall procure that the Company increases its
authorised capital and issues and allots the necessary shares.


3.5 Should either of the Parties fail to pay its proportion of any
sum or sums deemed necessary to provide capital in accordance
with this Clause within a period of twenty-one (21) days of
having received written notice to do so from the Secretary upon
authority from the Board of the Company the Party or Parties in
default shall be liable to pay interest to the other Party or
Parties be on the amount of its proportion remaining unpaid.


The rate of interest shall be at 2% (two per percent) per annum
above the prime interest rate quoted by the bank of the Company
on a daily basis from the day following the end of the period of
notice until any adjustment of the participation percentages of
the Shareholders is made as provided hereunder. The payment of
interest shall be without prejudice to any rights under this
Agreement of the Shareholder(s) not in default.


3.6 Should the Party or Parties in default not have made payment of
its proportion of capital within a further period of sixty (60)
days then the other Party shall be entitled to require that the
respective participation percentages of the Shareholders shall be
adjusted pro-rata to the sum or sums respectively contributed by
each of the Shareholders, provided always that the proportionate
liability of the Party in default as the case may be for losses,
costs, expenses and financial obligations and all liabilities
assumed by it under this Agreement shall remain at the percentage
set out in Article 3.2 hereof.


After such adjustment the Party in default shall not be entitled
to pay any further sum in respect of the out-standing capital
except to the extent previously approved in writing by the other
Party in accordance with this Agreement.


3.7 Where any adjustment of the participation percentages of the
Parties has been made hereunder and the Party not in default
grants approval to the payment by the defaulting Party of any
further sum or sums in respect of the capital of the Company then
such further sum or sums shall be treated as a


reduction of that Party's pro-rata readjustment of the Parties'
participation percentages and shall be made in the same manner as
provided for above.


3.8 The Parties hereto agree that no share of the Company shall be
permitted to be mortgaged, pledged or used as any kind of
security.


CLAUSE 4: THE ACQUISITION OF VESSELS
-------------------------------------


4.1 The Company shall purchase from each of the companies listed in
Schedule A, the vessel listed opposite its name for the
respective purchase prices also listed on Schedule A. Each
Vessel shall be purchased at its present location, in class and
free of recommendations, free of encumbrances, maritime liens and
any other debts whatsoever and shall be registered by the Company
under the flag of the Commonwealth of the Bahamas. The terms and
conditions of the purchase of each vessel shall be the same as
those provided for in that certain Definitive Purchase Agreement,
dated of even date herewith, among the Seacor-Smit and Smit
affiliated companies named therein.


4.2 The share capital of the Company shall be allocated to finance
the purchase of the Vessels.


The initial share capital contributions shall be paid in United
States Dollars to the bank account of the Company with D, M & W
Bank in Nassau, Bahamas.


4.3 The Company shall enter into ship management contracts with Smit
International Singapore Pte. Ltd for operation of vessels in the
Far East (per vessel management fee USD 78,000), Smit Vlootbeheer
B.V. for operation of vessels in Europe (per vessel management
fee Dfl. 152,520), FISH for operation of vessels in West Africa
(per vessel management fee USD 89,600), Smit International
(Americas) N.V. or Seacor Marine Inc., as the parties agree, for
operation of vessels in the Americas (per vessel management fee
USD 89,600), an affiliate company of Smit for provision of ship
management services necessary to operate the Vessels, other than
Vessels when bareboat chartered to a Smit affiliate as provided
hereinafter, including but not limited to accounting, manning,
maintenance, repairs, surveys, drydocking, victualling, class
related surveys and otherwise on the terms and conditions of the
form of Ship Management Agreement as attached hereto as "EXHIBIT
3". It is further


agreed that an appropriate affiliate company of Seacor-Smit
(depending on the area in which a vessel or vessels operate) will
provide the marketing services for the Vessels, other than
Vessels when bareboat chartered to a Smit affiliate as provided
hereinafter. The Parties have agreed to a bareboat charter of
the Vessels named Smit Lloyd 111, Smit-Lloyd 117, and the Smit
Curacao by the Company to affiliate companies of Smit (the
"Bareboat Charterers") at a daily rate of USD 1250 per vessel per
day for a term of three year(s) on the further terms and
conditions of the form of bareboat charter attached hereto as
"EXHIBIT 4" and to be executed by the Company and the respective
Bareboat Charterer on the date hereof.


The parties hereto recognize and accept that the objective of
this agreement is to maximize the employment prospects of all of
the Vessels to mutual benefit and to minimize the risk of
creating confusion in the marketplace by either party.


Smit shall at all times co-ordinate and liaise with Seacor-Smit
concerning potential availability of the Vessels bareboat
chartered to Smit or an affiliate of Smit in order to permit
marketing of those Vessels to offshore industry clients.
Seacor-Smit shall at all times keep Smit informed of the
availability and position of the Vessels.


Whenever employment is found for a Vessel, whether by Seacor-Smit
or Smit, a commission will be payable to the party who arranged
the employment, such commission to be 1.25% for employment for
more than 90 days, 2.5% for employment for less than 90 days and
5% for long-haul towage contracts.


4.4 The Parties agree that Hull and Machinery and War Risk Insurance
as well as the entry of each Vessel which is not under bareboat
charter in a protection and indemnity club shall be arranged on
behalf of the Company by an Affiliate of Seacor-Smit.


CLAUSE 5: MANAGEMENT OF THE COMPANY
------------------------------------


5.1 The Parties shall monitor and oversee their interest in the
Company. The meetings of the Parties (hereinafter referred to as
the "Shareholders' Meeting") shall be held regularly on an annual
basis or upon either the request of the Parties or of the Board
of Directors of the Company.


The Annual Shareholders' Meeting shall be held on not less than
twenty-eight (28) days notice and any other Shareholders' Meeting
shall be held on not less than fourteen (14) days notice.


The notice of the Shareholders Meeting shall be issued by the
Chairman of the Shareholders' Meeting as referred to hereinafter
who shall chair such meetings and be responsible for the
preparation of the minutes thereof.


By turn the Parties are entitled to nominate one of their
representatives to be the Chairman of the Shareholders' Meeting
and to change such appointment and such nominee shall be duly
appointed. The Chairman shall resign as chairman after a period
of one (1) calendar year. For the first period Seacor-Smit shall
designate the Chairman of the Shareholders' Meeting of the
Company.


Decisions at the Shareholders' Meetings shall be taken by
unanimous vote.


In the event no unanimity can be reached a new Shareholders'
Meeting shall be convened within forty eight (48) hours. If
again no unanimity can be reached and the subject is not a
subject defined in Clause 5.12 hereof the matter shall be
referred to arbitration in accordance with Clause 21 hereof. If
the subject matter is an issue defined as such in Clause 5.12
hereof a decision can only be taken by unanimous vote of the
Shareholders' Meeting.


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