CONFORMED COPY
PRIVATE & CONFIDENTIAL


                     DATED 8th DECEMBER 1998






                       GLOBAL MARINE INC.
                          as guarantor
                                

                             - and -
                                

                 NELSTAR LEASING COMPANY LIMITED
                            as lessor








                                                                 
                                  

                     GUARANTEE AND INDEMNITY
                           relating to
                Global Marine Leasing Corporation
      and a Glomar Hull 456 class Deepwater Drillship with
               Harland and Wolff hull number 1739
                  (t.b.n. "GLOMAR C.R. LUIGS")
                                                                 
                                 







<PAGE>
                         LIST OF CONTENTS

Clause Title                                                 Page Number

1.     DEFINITIONS AND INTERPRETATION                                  1

1.1    DEFINITIONS                                                     1

1.2    INTERPRETATION                                                  3

2.     GUARANTEE AND INDEMNITY                                         4

3      DEMANDS AND CERTIFICATES                                        5

4      TIME AND INDULGENCE                                             5

5      CONTINUING SECURITY                                             6

6.     NO COMPETITION                                                  7

7.     GUARANTOR'S OBLIGATIONS                                         7

8.     REPRESENTATIONS AND WARRANTIES                                  8

9.     COVENANTS                                                      11

9.1    General Covenants                                              11

10.    PAYMENTS AND TAXES                                             12

10.1   PAYMENTS                                                       12

10.2   Value Added Tax                                                14

11.    ADDITIONAL SECURITY                                            15

12.    ACKNOWLEDGEMENT AND DECLARATION                                15

13.    ASSIGNMENT                                                     16

13.1   Assignment by Lessor                                           16

13.2   Assignment by Guarantor                                        16

14.    COSTS AND EXPENSES                                             16

15.    MISCELLANEOUS                                                  17

15.1   Delay in Enforcement, Waivers etc.                             17

15.2   Variation                                                      17

15.3   Invalidity                                                     17

15.4   Notices                                                        17

15.5   Applicable Law                                                 18

15.6   Counterparts                                                   18

15.7   Further Assurances                                             18

15.8   Entire Agreement                                               18

16.    SUBMISSION TO JURISDICTION                                     19

17.    JUDGMENT CURRENCY                                              19

18.    CONFIDENTIALITY                                                20

19.    NATURE OF DOCUMENT                                             20



THIS GUARANTEE AND INDEMNITY dated  8th December 1998 is made 

BETWEEN:
      
      (1)    GLOBAL MARINE INC., a company incorporated under the laws
      of the State of Delaware in the United States of America
      and having its principal place of business at 777 North
      Eldridge Parkway, Houston, Texas 77079, United States of
      America (the "GUARANTOR"); and
      
      (2)    NELSTAR LEASING COMPANY LIMITED, a company incorporated
      under the laws of England and Wales with company
      registration number 1581384 whose registered office is at
      71 Lombard Street, London EC3P 3BS, England
      (the "LESSOR").
      
      WHEREAS:
      
      (A)    Pursuant to the Shipbuilding Contract and the Head Lease,
      the Lessor has agreed, inter alia, to purchase the Vessel
      from the Builder and lease the same to the Lessee subject
      to the terms and conditions therein contained.
      
      (B)    Pursuant to the Construction Supervision Agreement, the
      Lessor's Agent has agreed to supervise the construction of
      the Vessel for the Lessor upon the terms and conditions
      therein contained.
      
      (C)    Pursuant to the Put Option Deed, GMCRL has agreed, inter
      alia, to purchase the Lessor's rights and obligations
      under the Shipbuilding Contract upon the occurrence of
      certain events.
      
      (D)    Each of the Lessee, the Lessor's Agent and GMCRL is a
      wholly owned Subsidiary (US) of the Guarantor.
      
      (E)    The Guarantor desires the Lessor to purchase the Vessel
      from the Builder, to lease the same to the Lessee for the
      purposes of the Lessee sub-leasing the same to the Sub-
      Lessee and the Sub-Lessee entering into the Service
      Contract with the Initial Service Contractor, and to enter
      into the Relevant Lease Documents to which the Lessor is
      or is to be a party.
      
      (F)    It is a condition precedent to the obligations of the
      Lessor under the Head Lease that the Guarantor executes
      and delivers this Guarantee and Indemnity to the Lessor.
      
      NOW IT IS HEREBY AGREED AS FOLLOWS:
      
      1.     DEFINITIONS AND INTERPRETATION
      
      1.1    DEFINITIONS
      
      Save as otherwise expressly provided herein, words and
      expressions used in this Guarantee and Indemnity shall
      have the meanings, if any, respectively attributed thereto
      in the Head Lease.  In this Guarantee and Indemnity
      (including the Recitals) the following words and
      expressions shall have the meanings respectively
      attributed to them below:
      
      "GMCRL" means Global Marine C.R. Luigs Limited, a company
      incorporated under the laws of England and having its
      registered office at 15 Appold Street, London EC2A 2HB,
      England;
      
      "GROUP" means the Guarantor and its Holding Company (US)
      and its subsidiaries (US) from time to time; 
      
      "GUARANTEED AGREEMENTS" means each of the Relevant Lease
      Documents to which any of the lessee, the Lessor's Agent
      and GMCRL is a party;
      
             "GUARANTEED OBLIGATIONS" means any and all monies,
      liabilities and obligations (whether actual or contingent,
      whether now existing or hereafter arising, whether arising
      in respect of or attributable to the period prior to the
      date of this Guarantee and Indemnity or to any time
      hereafter whether or not for the payment of money, and
      including, without limitation, any obligation or liability
      to pay damages and including any interest which, but for
      the application of bankruptcy or insolvency laws, would
      have accrued on the amounts in question) which are now or
      which may at any time and from time to time hereafter be
      due, owing, payable or incurred or be expressed to be due,
      owing, payable or incurred from or by each of the Lessee,
      the Lessor's Agent and GMCRL to the Lessor under or in
      connection with the Guaranteed Agreements EXCEPT any
      Excluded Obligations and references to "GUARANTEED
      OBLIGATIONS" include references to any part thereof;
      
      "HEAD LEASE" means the lease in respect of the Vessel
      entered or to be entered into between the Lessor and the
      Lessee; 
      
      "LESSEE" means Global Marine Leasing Corporation, a
      company incorporated under the laws of the Commonwealth of
      the Bahamas and having its registered office at c/o
      McKinney, Bancroft & Hughes, Mareva House, 4 George
      Street, P.O. Box 3937, Nassau, Bahamas; 
      
      "LESSOR'S AGENT" means Global Marine International
      Drilling Corporation, a company incorporated under the
      laws of the Commonwealth of the Bahamas and having its
      registered office at c/o McKinney, Bancroft & Hughes,
      Mareva House, 4 George Street, P.O. Box 3937, Nassau,
      Bahamas;
      
      "LIABILITY" means a liability, loss, charge, claim,
      proceeding, damage, judgment, enforcement, penalty, fine,
      fee, cost and expense of whatsoever nature and;
      "LIABILITIES" shall be constructed accordingly;
      
      "US GAAP" means generally accepted accounting principles
      in the United States of America set forth in the opinions
      and pronouncements of the Accounting Principles Board of
      the American Institute of Certified Public Accountants and
      statements and pronouncements of the Financial Accounting
      Standards Board or in such other statements by such other
      entity as may be approved by a significant segment of the
      accounting profession of the United States of America, as
      in effect from time to time;
      
      "VESSEL" means the ultra-deepwater drillship with the
      Builder's hull number 1739 currently being construed by
      the Builder and more particularly described in the Lease;
      and
             
      "YEAR 2000 ISSUE" means the failure of computer software,
      hardware and firmware systems and equipment containing
      embedded computer chips to properly receive, transmit,
      process, manipulate, store, retrieve, re-transmit or in
      any other way utilise data and information due to the
      occurrence of the year 2000 or the inclusion of dates on
      or after 1 January, 2000.
             
      1.2    INTERPRETATION 
      
             (A)    In this Guarantee and Indemnity references to:
             
                    (i)    clauses, paragraphs, sub-paragraphs, or the
                    schedule are, unless otherwise specified,
                    references to clauses, paragraphs, sub-
                    paragraphs of, and the schedule to, this
                    Guarantee and Indemnity as from time to time
                    amended in accordance with the provisions of
                    this Guarantee and Indemnity;

                    (ii)   any statute or other legislative provisions
                    shall, unless otherwise specified, be read
                    to include any statutory or legislative
                    modification or re-enactment thereof, or
                    substitution therefor;

                    (iii)  this Guarantee and Indemnity or any other
                    agreement or instrument shall include this
                    Guarantee and Indemnity or such other
                    agreement or instrument as it may from time
                    to time be amended, novated, supplemented or
                    substituted with the agreement of the
                    parties thereto and, where such agreement
                    expressly so provides, the parties hereto;
                    
                    (iv)   "PERSON" shall include any individual,
                    company, corporation, firm, partnership,
                    joint venture, association, trust,
                    unincorporated organisation, government
                    (including any agency, department or
                    political sub-divisions thereof) state,
                    international organisation, European Union
                    institution, committee, department or
                    authority, whether having distinct legal
                    personality or not or any association or
                    partnership of two or more of the foregoing;

                    (v)    "ASSIGNEE" or "ASSIGNS" of a person shall
                    include any person who has assumed all or
                    some of the rights and/or obligations of the
                    relevant person, whether by assignment,
                    novation or otherwise; 

                    (vi)   reference to any person shall include its
                    successors (whether of the same name or
                    another name) and permitted assignees;
                    
                    (vii)  the "ASSETS" of any person shall be
                    construed as a reference to the whole or any
                    part of its business, undertaking, property,
                    assets and revenue (including any right to
                    receive revenues);
                    
                    (viii) words denoting the singular number shall
                    include the plural and vice versa;
                    
                    (ix)   the words "OTHER" and "OTHERWISE" shall not
                    be construed ejusdem generis with any
                    foregoing words where a wider construction
                    is possible;
                    
                    (x)    the "WINDING-UP" of a person also includes
                    the amalgamation, reconstruction,
                    reorganisation, administration, dissolution,
                    liquidation, merger or consolidation of that
                    person, and any equivalent or analogous
                    procedure under the law of any jurisdiction
                    in which that person is incorporated,
                    domiciled or resident or carries on business
                    or has assets; and
                    
                    (xi)   the words "INCLUDING" and "IN PARTICULAR"
                    shall be construed as being by way of
                    illustration or emphasis only and shall not
                    be construed as, nor shall they take effect
                    as, limiting the generality of the foregoing
                    words.
             
             (B)    Clause and other headings are for ease of reference
             only and shall not affect the interpretation of
             this Guarantee and Indemnity.


2.     GUARANTEE AND INDEMNITY

      2.1    In consideration of the Lessor, inter alia, entering, and
      agreeing to enter, into the Head Lease and the other
      Relevant Lease Documents to which it is or is to be a
      party, the Guarantor:
             
             2.1.1  as primary obligor and not as surety only, hereby
             unconditionally and irrevocably guarantees to the
             Lessor the due and punctual observance and
             performance by each of the Lessee, the Lessor's
             Agent and GMCRL of each and every one of the
             Guaranteed Obligations;
             
             2.1.2  hereby unconditionally and irrevocably covenants
             with and undertakes with the Lessor that in the
             event of a default by the Lessee, the Lessor's
             Agent or GMCRL in the observance or performance for
             whatever reason of any of the Guaranteed
             Obligations, as and when the same shall be
             expressed to be due to be observed or performed,
             the Guarantor shall forthwith on demand by the
             Lessor perform such Guaranteed Obligation or cause
             such Guaranteed Obligation to be performed,
             punctually as if such Guaranteed Obligation were
             performed by the Lessee, the Lessor's Agent or
             GMCRL, as the case may be; and
             
             2.1.3  hereby irrevocably and unconditionally undertakes,
             covenants and agrees with the Lessor as a primary
             obligation to indemnify the Lessor and keep the
             Lessor indemnified on demand and on a full
             indemnity basis for and against any and all
             Liabilities incurred or sustained by the Lessor in
             relation to and arising out of the failure of the
             Lessee, the Lessor's Agent or GMCRL duly and
             punctually to perform the Guaranteed Obligations or
             as a result of the whole or any part of the
             Guaranteed Obligations being or becoming void,
             voidable, unenforceable or ineffective as against
             the Lessee, the Lessor's Agent or GMCRL, as the
             case may be, for any reason whatsoever,
             irrespective of whether such reason or any related
             fact or circumstance was known or ought to have
             been known to the Lessor or any of its officers,
             employees, agents or advisers.
             
      2.2    In addition to its liabilities under Clause 2.1 the
      Guarantor shall pay or cause to be paid to the Lessor on
      demand interest at the Default Rate (both before and after
      judgment) accruing on a day to day basis, and on the basis
      of a 365 day year (or a 360 day year or any other basis
      when the amount in respect of which Default Rate interest
      is payable under this Clause 2.2 is denominated in a
      currency where it is customary for banks or financial
      institutions to calculate interest on such a basis), on
      each amount (or any part thereof) for the time being due
      to the Lessor under this Guarantee and Indemnity and
      unpaid from the date of demand on the Guarantor for
      payment until payment is made (but excluding the day on
      which value for any payment made is received by the
      Lessor) PROVIDED THAT interest shall not be payable by the
      Guarantor under this Clause 2.2 if and to the extent that
      interest on the same monies continues to accrue at the
      Default Rate under any of the Guaranteed Agreements and is
      guaranteed hereunder.

      2.3    The Guarantor hereby agrees that for the purposes of this
      Guarantee and Indemnity, service by the Lessor on the
      Lessee of a Termination Notice shall constitute a valid
      and effective service of such notice and the Lessee shall
      be conclusively deemed to have become liable to make the
      payments expressed in Clause 21.5 of the Head Lease to be
      payable by the Lessee to the Lessor upon service of such
      notice notwithstanding that, as between the Lessee and the
      Lessor, the Lessor is, by virtue of any laws of England
      and Wales or any other applicable jurisdiction relating to
      bankruptcy, insolvency or administration or any similar
      laws, prohibited from serving such notice, repossessing
      the Vessel or commencing or continuing any proceedings or
      other legal process in England and Wales or such other
      jurisdiction against the Lessee.


3.     DEMANDS AND CERTIFICATES

      3.1    In order to make any demand under this Guarantee and
      Indemnity the Lessor shall serve upon the Guarantor a
      notice in writing.

      3.2    Any certificate from any director, officer or authorised
      person of the Lessor or any agent of the Lessor contained
      in any demand, notice or other communication given or made
      by the Lessor under this Guarantee and Indemnity in
      relation to the amount of the Guarantor's liability in
      relation to the Guaranteed Obligations or any other amount
      payable by the Guarantor under this Guarantee and
      Indemnity shall be prima facie evidence that the facts
      stated in such certificate are true and correct.
      
      3.3    The Guarantor acknowledges and agrees with the Lessor
      that, whenever the Lessor cannot reasonably ascertain with
      certainty the amount of any liability of the Lessee, the
      Lessor's Agent or GMCRL to the Lessor under any of the
      Guaranteed Agreements, the Lessor may make demand on the
      Lessee, the Lessor's Agent or, as the case may be, GMCRL
      on the basis of a provisional estimate thereof by the
      Lessor, and if any such demand is not satisfied in full
      the Lessor may make demand on the Guarantor under this
      Guarantee and Indemnity in accordance with and subject to
      Clause 2 for the sum so demanded from the Lessee, the
      Lessor's Agent or, as the case may be, GMCRL.  Without
      prejudice to Clauses 2 and 3.2, the Guarantor agrees that
      no such demand on the Guarantor shall be vitiated or
      invalidated if it subsequently transpires that the amount
      demanded from the Lessee, the Lessor's Agent or, as the
      case may be, GMCRL or the Guarantor was less than or
      greater than the amount which was properly due.  If it
      subsequently transpires that an amount (including
      interest) paid by the Guarantor was greater than the
      amount which was properly due from the Guarantor, the
      Lessor shall refund the excess to the Guarantor together
      with interest thereon at LIBOR from and including the date
      upon which such refund should have been made under this
      Clause 3.3 to and including the date of actual payment
      (after as well as before judgment).  Such interest shall
      accrue on a day to day basis and be compounded quarterly.
      
      3.4    Without prejudice to Clauses 3.1, 3.2 and 3.3, the Lessor
      may at any time and from time to time issue further or
      corrected demands on the Guarantor in respect of any
      Guaranteed Obligation.


4.     TIME AND INDULGENCE

      4.1    The Lessor shall be at liberty at all times and from time
      to time, whether before or after any demand for payment
      under this Guarantee and Indemnity and without discharging
      or in any way affecting the Guarantor's liability
      hereunder, to do all or any of the following:

             4.1.1  terminate, amend or novate or agree to the
             termination, amendment or novation (in accordance
             with the terms of the Guaranteed Agreements) any of
             the Guaranteed Agreements in any manner whatsoever;

             4.1.2  grant to the Lessee, the Lessor's Agent or GMCRL or
             to any other person any time or indulgence;
             
             4.1.3  terminate or cancel the Shipbuilding Contract
             and/or the purchase of the Vessel thereunder in
             accordance with its terms;

             4.1.4  deal with, exchange, renew, vary, release, modify
             or abstain from perfecting or enforcing any
             securities, guarantees or rights which the Lessor
             may now or hereafter have from or against the
             Lessee, the Lessor's Agent or GMCRL or any other
             person in respect of the respective obligations of
             the Lessee, the Lessor's Agent or GMCRL or such
             other person under or in respect of the Guaranteed
             Agreements or the transactions contemplated
             thereby;

             4.1.5  compound with, discharge or vary the liability of
             the Lessee, the Lessor's Agent or GMCRL or any
             other person or guarantor to the Lessee, the
             Lessor's Agent or GMCRL or concur in, accept or
             vary any compromise, arrangement or settlement with
             the Lessee, the Lessor's Agent or GMCRL or any
             other person or guarantor or concur in or vary any
             deed of arrangement or deed of assignment for the
             benefit of creditors of any such person;

             4.1.6  omit to prove or fail to maintain any right of
             proof for or to claim or enforce payment of any
             dividend or composition; and

             4.1.7  take or omit to take any security from the Lessee,
             the Lessor's Agent or GMCRL or any other person or
             guarantor in respect of the obligations of the
             Lessee, the Lessor's Agent or GMCRL under or in
             respect of the Guaranteed Agreements or the
             transactions contemplated thereby, whether
             contemporaneously with this Guarantee and Indemnity
             or otherwise.


5.     CONTINUING SECURITY

      5.1    This Guarantee and Indemnity shall be a continuing
      security and accordingly:

             5.1.1  shall be binding on the Guarantor and its
             successors and assigns;

             5.1.2  shall not be discharged by any partial payment by
             the Lessee, the Lessor's Agent or GMCRL or any
             other person under or in respect of any of the
             Guaranteed Agreements;

             5.1.3  shall extend to cover the balance due at any time
             from the Lessee, the Lessor's Agent or GMCRL to the
             Lessor under or in respect of the Guaranteed
             Agreements or the transactions contemplated
             thereby;

             5.1.4  shall be in addition to and not in substitution for
             or derogation of any other security which the
             Lessor may at any time hold in respect of the
             obligations of the Lessee, the Lessor's Agent or
             GMCRL under or in respect of the Guaranteed
             Agreements or the transactions contemplated
             thereby; 

             5.1.5  except to the extent that the Lessor expressly
             waives the Guarantor's obligations under this
             Guarantee and Indemnity, shall not be discharged or
             in any way affected by any action taken or not
             taken by the Lessor; and
             
             5.1.6  shall not be discharged or in any way affected by
             any merger with any other person or persons or
             restructuring of any nature whatsoever of, or any
             change of name by, the Lessee, the Lessor's Agent
             or GMCRL (whether or not the same is consented to,
             or otherwise approved by, the Lessor).


6.     NO COMPETITION

      6.1    From the date or dates upon which any demand is properly
      made against the Guarantor under this Guarantee and
      Indemnity until such time as the Lessor has received, and
      is entitled to retain, payment of the Guaranteed
      Obligations in full, the Guarantor shall not:
      
             6.1.1  claim any set-off or counterclaim against the
             Lessee, the Lessor's Agent or GMCRL in respect of
             any payment by the Guarantor hereunder or in
             respect of any outstanding actual or contingent
             liability between the Guarantor and the Lessee, the
             Lessor's Agent or, as the case may be, GMCRL; or
      
             6.1.2  make or enforce any claim or right (including a
             right of subrogation or contribution) against the
             Lessee, the Lessor's Agent or GMCRL or prove in
             competition with the Lessor in the event of the
             liquidation or bankruptcy of the Lessee, the
             Lessor's Agent or GMCRL in respect of any payment
             by the Guarantor hereunder or in respect of any
             outstanding actual or contingent liability between
             the Guarantor and the Lessee, the Lessor's Agent or
             GMCRL; or
      
             6.1.3  in competition with the Lessor claim the benefit of
             any security or guarantee now or hereafter held by
             the Lessor for any money or liabilities due or
             incurred by the Lessee, the Lessor's Agent or GMCRL
             to the Lessor or any share therein.
      


7.     GUARANTOR'S OBLIGATIONS

      7.1    The Guarantor's obligations under this Guarantee and
      Indemnity are those of primary obligor and exist
      irrespective of any total or partial invalidity,
      illegality or unenforceability of any of the Guaranteed
      Agreements.  The Guarantor agrees as a separate and
      independent stipulation that if any sum arising under any
      liability under the guarantees or the indemnities
      contained herein is not or would not be recoverable on the
      footing of a guarantee or an indemnity, whether by reason
      of any legal limitation, disability or incapacity on or of
      the Lessee, the Lessor's Agent or GMCRL or any other act
      or circumstance whether known to the Lessor or not
      (including without limiting the generality of the
      foregoing the bankruptcy, insolvency, winding up,
      administration, liquidation or reorganisation of the
      Lessee, the Lessor's Agent or GMCRL, the loss for any
      reason whatsoever by the Lessee, the Lessor's Agent or
      GMCRL of its corporate status or existence, or any other
      fact or circumstance which would or might otherwise
      constitute a legal or equitable discharge of or defence to
      the Guarantor), such sum shall nevertheless be recoverable
      from the Guarantor as a sole and principal debtor and
      shall be paid or caused to be paid by the Guarantor upon
      demand by the Lessor.  
      
      7.2    The Lessor shall not be obliged before making demand under
      or taking steps to enforce this Guarantee and Indemnity:

             7.2.1  to take action or obtain judgment against the
             Lessee, the Lessor's Agent or GMCRL or any other
             person in any court or tribunal; or

             7.2.2  to make or file any claim in a bankruptcy or
             liquidation of the Lessee, the Lessor's Agent or
             GMCRL or any other person; or 
             
             7.2.3  to exercise diligence against the Lessee, the
             Lessor's Agent or GMCRL or any other person under
             any of the Guaranteed Agreements or the
             transactions contemplated thereby.

      7.3    The Guarantor waives and agrees not to enforce or claim
      the benefit of any and all rights it has or may from time
      to time have as surety under any applicable law which is
      or may be inconsistent with any of the provisions of this
      Guarantee and Indemnity.


8.     REPRESENTATIONS AND WARRANTIES

      8.1    The Guarantor acknowledges that the Lessor has entered
      into the Relevant Lease Documents in full reliance on
      representations and warranties by the Guarantor in the
      terms set out in this Clause 8 and the Guarantor now
      represents and warrants to the Lessor that the following
      statements are at the date hereof true and accurate,
      namely that:

             8.1.1  the Guarantor is a company duly incorporated and
             validly existing under the laws of the State of
             Delaware in the United States of America and has
             the corporate power and authority to own its assets
             and carry on its business as it is being presently
             conducted and to enter into and perform its
             obligations under this Guarantee and Indemnity and
             the other Relevant Lease Documents to which it is
             or is to be a party and to consummate the
             transactions contemplated hereby;

             8.1.2  the execution, delivery and performance by the
             Guarantor of this Guarantee and Indemnity and the
             other Relevant Lease Documents to which it is or is
             to be a party and the consummation of the
             transactions contemplated hereby have been duly
             authorised by all necessary or appropriate
             corporate action on the part of the Guarantor, do
             not require any shareholder approval, or  approval
             or consent of any trustee or holders of any
             indebtedness or obligations of the Guarantor except
             such as have been duly obtained and are in full
             force and effect, and do not contravene or
             constitute a default under (aa) any law,
             governmental rule, regulation or decree, directive,
             convention, treaty, judgment, injunction or any
             official or judicial order binding on the Guarantor
             or any of its assets, (bb) its constitutional
             documents or (cc) any agreement consent or
             instruments to which it is a party or is binding
             upon it or any of its assets nor result in the
             creation or imposition of any Lien on any of its
             assets pursuant to the provisions of any such
             agreement, consent or instrument;

             8.1.3  this Guarantee and Indemnity and the other Relevant
             Lease Documents to which the Guarantor is or is to
             be a party constitutes, or when executed and
             delivered will constitute, the legal, valid and
             binding obligations of the Guarantor enforceable in
             accordance with its terms subject to general
             principles of equity and the law affecting
             creditors' rights generally;
             
             8.1.4  no authorisation, approval, consent, licence,
             exemption, registration, recording, filing or
             notarisation and no payment of any duty or tax and
             no other action whatsoever which has not been duly
             and unconditionally obtained, made or taken is
             necessary or desirable to ensure the validity,
             enforceability or priority of the liabilities and
             obligations of the Guarantor or the rights of the
             Lessor under this Guarantee and Indemnity and the
             other Relevant Lease Documents to which the
             Guarantor is or is to be a party;
      
             8.1.5  no event has occurred which constitutes, or which
             with the giving of notice and/or the lapse of time
             and/or a relevant determination would constitute a
             contravention of, or a default under, any agreement
             by which the Guarantor, its business or any of its
             assets is bound or affected, being a contravention
             or default which would be likely to either have a
             material adverse effect on the business, assets or
             financial or trading condition of the Guarantor or
             materially and adversely affect its ability to
             observe or perform its obligations under this
             Guarantee and Indemnity and the other Relevant
             Lease Documents to which the Guarantor is or is to
             be a party;
      
             8.1.6  no litigation, arbitration or administrative
             proceedings or claim which would be likely to, by
             itself or together with any other such proceedings
             or claims, either have a material adverse effect on
             its business, assets or financial or trading
             condition or materially and adversely affect its
             ability to observe or perform its obligations under
             this Guarantee and Indemnity and the other Relevant
             Lease Documents to which the Guarantor is or is to
             be a party is presently in progress or, to the best
             of the knowledge, information and belief of the
             Guarantor, pending or threatened against the
             Guarantor, its business or any of its assets;
      
             8.1.7  No Termination Event has occurred and is continuing
             and no Relevant Event has occurred and is
             continuing;
             
             8.1.8  the Guarantor has not taken any corporate action
             nor, to the best of its knowledge and belief, have
             any other steps been taken or legal proceedings
             been started or threatened against it for its
             winding up, dissolution, administration or re-
             organisation or for the appointment of a receiver,
             administrator, administrative receiver, trustee or
             similar officer of it or of any or all of its
             assets or revenues;
             
             8.1.9  under applicable laws of the State of Delaware and
             the federal laws of the United States of America in
             force at the date hereof the Guarantor is not
             required to deduct any Taxes from any payments that
             it may be required to make under this Guarantee and
             Indemnity or any of the other Relevant Lease
             Documents to which the Guarantor is or is to be a
             party;
             
             8.1.10 the Guarantor is conducting its business in all
             material respects in compliance with all applicable
             laws, regulations and government directives and the
             Guarantor has obtained all material licences,
             permissions, authorisations and consents necessary
             for the conduct of its business and to the best of
             its knowledge and belief after due and proper
             enquiry all such licences, permissions,
             authorisations and consents are in full force and
             effect;
             
             8.1.11 the audited consolidated accounts of the Guarantor
             for the period ending 31st December 1997 have been
             prepared in accordance with US GAAP consistently
             applied and fairly represent the financial
             condition of the Group at that date and the results
             of their operations for the accounting period ended
             on that date, that there has been no material
             adverse change in the consolidated financial
             condition of the Group since that date nor have
             there been any unrealised anticipated losses not
             disclosed in such accounts or in the Guarantor's
             other filings with the United States' Securities
             and Exchange Commission;
             
             8.1.12 all information furnished by the Guarantor to the
             Lessor relating to the transactions contemplated by
             the Guaranteed Agreements is true and accurate in
             all material respects and there are no omissions of
             material facts or misleading information contained
             in such information;
             
             8.1.13 neither the Guarantor nor any of its property or
             assets is entitled to immunity on the grounds of
             sovereignty or otherwise from any legal action,
             suit or proceeding, attachment or other legal
             process in any jurisdiction;
             
             8.1.14 the Guarantor is the indirect legal and beneficial
             owner of all of the issued share capital of the
             Lessee, the Lessor's Agent and GMCRL;
             
             8.1.15 the Guarantor is reviewing the effect of the Year
             2000 Issue on the material computer software,
             hardware and firmware systems and equipment
             containing embedded mircrochips owned or operated
             by or for itself, the Lessee and the Sub-Lessee
             whether on board the Vessel, any other vessel owned
             or operated and insured by a member of the
             Guarantor's Group or ashore in the conduct of its
             and the Lessee's and the Sub-Lessee's business.  
             In addition, the Guarantor is reviewing the effect
             of the Year 2000 Issue on the material interfaces
             between its systems and the systems of its major
             suppliers.  The costs of any reprogramming and
             testing required as a result of the Year 2000 Issue
             to permit the proper functioning of the material
             systems and equipment of itself, the Lessee and the
             Sub-Lessee and the material interfaces between its
             systems and the systems of its major suppliers and
             the proper processing of data are not reasonably
             expected to result in a default by the Guarantor of
             its obligations under this Guarantee and Indemnity
             or to have a material adverse effect on the
             business, assets, operations, prospects or
             condition (financial or otherwise) of the
             Guarantor;
             
             8.1.16 each member of the Group has complied with all
             Taxation laws in all jurisdictions in which it is
             subject to Taxation and has paid all Taxes due and
             payable by it and no material claims are being
             asserted against it with respect to Taxes which
             would be likely either to have a material adverse
             effect on the business, assets, operations,
             prospects or condition (financial or otherwise) of
             the guarantor or materially and adversely affect
             its ability to observe or perform its obligations
             under this Guarantee and Indemnity and the other
             Relevant Lease Documents to which the Guarantor is
             or is to be a party;
             
             8.1.17 no stamp or registration duty or similar taxes or
             charges are payable in the State of Delaware or
             Texas in respect of this Guarantee and Indemnity or
             any of the other Relevant Lease Documents; and
             
             8.1.18 subject to any qualifications contained in the
             legal opinions addressed to the Lessor described in
             paragraph 5 of Part 1 of Schedule 5 to the Head
             Lease, the choice of English law to govern this
             Guarantee and Indemnity and the other Relevant
             Lease Documents to which the Guarantor is or is to
             be a party is a valid choice of law and English law
             will accordingly be applied by the courts in the
             States of Delaware and Texas and the federal courts
             of the United States of America if this Guarantee
             and Indemnity or such other Relevant Lease
             Documents or any claim hereunder or thereunder
             comes under their jurisdiction upon proof of the
             relevant provisions of English law.  The submission
             hereunder by the Guarantor to the jurisdiction of
             the courts of England and the appointment by the
             Guarantor of process agents in England to accept
             service of process in respect of the jurisdiction
             of such courts is valid and binding upon the
             Guarantor.
             
      8.2    The representations and warranties by the Guarantor
      contained in Clause 8.1 (other than Clauses 8.1.9 and
      8.1.11) shall be deemed to be repeated on and as of each
      Instalment Date as if made with reference to the facts and
      circumstances existing at such date (but so that the
      representation and warranty in Clause 8.1.11 shall for
      this purpose refer to the then latest audited consolidated
      financial accounts of the Guarantor).
      
      8.3    The representations and warranties contained in this
      Clause 8 and the rights of the Lessor in respect thereof
      shall survive the execution and delivery of this Guarantee
      and Indemnity.


9.     COVENANTS

9.1    GENERAL COVENENTS 

      The Guarantor hereby covenants with the Lessor that, so
      long as it remains under any liability, actual or
      contingent, under this Guarantee and Indemnity:

             9.1.1  it will provide to the Lessor such financial and
             other information relating to the Group as is
             publicly available or as the Guarantor makes
             available to its creditors generally including,
             without limitation, copies of the quarterly and
             annual consolidated audited accounts of the Group
             no later than 60 days after the end of the
             quarterly period or 120 days after the end of the
             annual period (as the case may be) to which they
             relate; 

             9.1.2  it will provide to the Lessor promptly, such
             further information as is reasonably available to
             the Guarantor or any other member of the Group
             regarding the financial condition and operations of
             the Guarantor or any other member of the Group, as
             the Lessor may reasonably request;
             
             9.1.3  it will at all times, and from time to time,
             obtain, maintain, preserve and keep in full force
             and effect any permits, consents, licences and
             other authorisations governmental or otherwise as
             are from time to time necessary for the performance
             of its obligations under this Guarantee and
             Indemnity and comply with any conditions attached
             thereto;
             
             9.1.4  except with the prior written consent of the
             Lessor, it will not take or accept any Lien from
             the Lessee, the Lessor's Agent or GMCRL or any
             other person in respect of the Guarantor's
             liability under this Guarantee and Indemnity
             PROVIDED HOWEVER THAT any such Lien taken with or
             without such consent shall be held by the Guarantor
             for the benefit of and on trust for the Lessor so
             long as the Guarantor remains under any actual or
             contingent liability under this Guarantee and
             Indemnity;
      
             9.1.5  forthwith notify the Lessor if the Guarantor
             becomes aware of the occurrence of any Termination
             Event or Relevant Event;
             
             9.1.6  each of the Lessee and, whilst and for so long as
             the Lessor's Agent and GMCRL have any duties,
             liabilities or obligations to the Lessor under the
             Relevant Lease Documents, the Lessor's Agent and
             GMCRL will remain a Subsidiary (US);
             
             9.1.7  it shall take all commercially reasonable action to
             complete in all material respects by 31st September
             1999, the reprogramming and testing of all material
             computer software, hardware and firmware systems,
             computer interfaces and equipment containing
             embedded microchips owned or operated by/or for
             itself, the Lessee or the Sub-Lessee whether on
             board the Vessel, any other vessel owned or
             operated and insured by a member of the Guarantor's
             Group or ashore in the conduct of its and the
             Lessee's and the Sub-Lessee's business required as
             a result of the Year 2000 Issue to permit the
             proper functioning of such computer systems,
             interfaces and other equipment.  At the request of
             the Lessor, the Guarantor shall provide to the
             Lessor reasonable assurance of its compliance with
             this Clause 9.1.7.  Any information so provided by
             the Guarantor shall be subject to the provisions of 
             Clause 18 of this Guarantee and Indemnity; and
             
             9.1.8  its obligations hereunder do and will rank at least
             pari passu with all other present and future
             unsecured unsubordinated obligations of the
             Guarantor other than obligations preferred by laws
             applicable to corporations generally in the States
             of Delaware and Texas and the federal laws of the
             United States of America.
             
             
      
10.    PAYMENTS AND TAXES

10.1   PAYMENTS

             10.1.1 All sums payable to the Lessor pursuant to or in
             connection with this Guarantee and Indemnity or any
             document contemplated by or entered into pursuant
             hereto, shall be paid in full without any set-off
             or counterclaim whatsoever and free and clear of
             all deductions or withholdings whatsoever save only
             as may be required by law.

             10.1.2 If any deduction or withholding is required by law
             in respect of any payment due to the Lessor
             pursuant to or in connection with this Guarantee
             and Indemnity or any document contemplated by or
             entered into pursuant hereto, the Guarantor shall:

                    (a)    ensure or procure that the deduction or
                    withholding is made and that it does not
                    exceed the minimum legal requirement
                    therefor;

                    (b)    pay, or procure the payment of, the full
                    amount deducted or withheld to the relevant
                    Taxation or other authority in accordance
                    with the applicable law;

                    (c)    increase the payment in respect of which the
                    deduction or withholding is required so that
                    the net amount received by the Lessor after
                    the deduction or withholding (and after
                    taking account of any further deduction or
                    withholding which is required to be made
                    which arises as a consequence of the
                    increase) shall be equal to the amount which
                    the Lessor would have been entitled to
                    receive in the absence of any requirement to
                    make a deduction or withholding; and

                    (d)    promptly deliver or procure the delivery to
                    the Lessor of appropriate receipts
                    evidencing the deduction or withholding
                    which has been made;

                    PROVIDED THAT if the Lessor determines, in its
             absolute discretion, that it has received,
             realised, utilised and retained a Tax benefit by
             reason of any deduction or withholding in respect
             of which the Guarantor has made an increased
             payment under this Clause 10.1.2,  the Lessor
             shall, provided it has received all amounts which
             are then due and payable by the Guarantor under any
             of the provisions of this Guarantee and Indemnity,
             pay to the Guarantor (to the extent that the Lessor
             can do so without prejudicing the amount of that
             benefit and the right of the Lessor to obtain any
             other benefit, relief or allowance which may be
             available to it) such amount, if any, as the Lessor
             in its absolute discretion, shall determine will
             leave the Lessor in no better and no worse position
             than the Lessor would have been in if the deduction
             or withholding had not been required;

             PROVIDED FURTHER THAT:
      
                    (i)    the Lessor shall have an absolute discretion
                    as to the time at which and the order and
                    manner in which it realises or utilises any
                    Tax benefit;
      
                    (ii)   the Lessor shall not be obliged to disclose
                    any information regarding its business, Tax
                    affairs or Tax computation or those of any
                    member of the Lessor's Group;
      
                    (iii)  if the Lessor has made a payment to the
                    Guarantor pursuant to this Clause 10.1.2 on
                    account of any Tax benefit and it
                    subsequently transpires that the Lessor did
                    not receive that Tax benefit, or received a
                    lesser Tax benefit, the Guarantor shall pay
                    on demand to the Lessor such sum as the
                    Lessor may determine being necessary to
                    restore the after-Tax position of the Lessor
                    to that which it would have been had no
                    adjustment under this proviso (iii) been
                    necessary;
      
                    (iv)   the Lessor shall not be obliged to make any
                    payment under this Clause 10.1.2 if, by
                    doing so, it would contravene the terms of
                    any applicable law or any notice, direction
                    or requirement of any governmental or
                    regulatory authority (whether or not having
                    the force of law).
                    
             (v)    if the Guarantor requests the Lessor, in writing,
             to make an application pursuant to the provisions
             of a double tax treaty for relief (whether in whole
             or in part) in respect of any deduction or
             withholding required by law, the Lessor shall (at
             the cost of the Guarantor) take such action as the
             Guarantor shall reasonably request to make such
             application to an applicable Tax authority.  If the
             Lessor subsequently obtains a repayment (whether in
             whole or in part) of such deduction or withholding
             from that Tax authority in circumstances where the
             Lessee has made an increased payment under this
             Clause 10.1 the Lessor shall, provided that the
             Lessor has received all amounts which are then due
             and payable by the Guarantor under any of the
             provision of this Guarantee and Indemnity pay to
             the Guarantor as great an amount of the repayment
             as possible as will leave the Lessor in no worse
             position than the Lessor would have been in if the
             deduction or withholding had not been required.
             
                    
                    
10.2   VALUE ADDED TAX

             10.2.1 If the Lessor makes any supply for Value Added Tax
             purposes pursuant to or in connection with this
             Guarantee and Indemnity or any transaction or
             document contemplated herein or therein, the
             Guarantor shall (save to the extent that the Lessor
             is entitled to be indemnified in respect of that
             Value Added Tax by an increased payment under
             Clause 10.2.2 below) at such time as the Lessor
             certifies to the Guarantor that any amount of VAT
             payable in respect of that supply has not been paid
             to the Lessor and having duly accounted for such
             VAT to Customs and Excise at the correct time and
             having duly claimed bad debt relief in respect of
             that VAT the Lessor either has or has not received
             such relief, pay on demand to the Lessor an amount
             equal to the aggregate of any Value Added Tax which
             is payable in respect of that supply and has not
             been the subject of bad debt relief and interest on
             an amount equal to any Value Added Tax payable in
             respect of the supply at LIBOR ascertained in
             respect of the date on which such VAT was accounted
             for to Customs and Excise for the period from that
             date until the date of the Lessor's certificate or
             the date upon which bad debt relief is received.
             
             10.2.2 Save where expressly provided to the contrary, all
             payments made under this Guarantee and Indemnity
             are calculated without regard to Value Added Tax. 
             If any such payment constitutes the whole or any
             part of the consideration for a taxable or deemed
             taxable supply (whether that supply is taxable
             pursuant to the exercise of an option or
             otherwise), the amount of that payment shall be
             increased by an amount equal to the amount of Value
             Added Tax which is chargeable in respect of the
             taxable supply in question PROVIDED THAT the Lessor
             shall not be liable to pay an amount in respect of
             Value Added Tax until such time as, and to the
             extent that it receives a credit for such VAT as
             "INPUT TAX", as defined in sub-section (1) of
             section 24 of VATA, under sections 25 and 26 of
             VATA, in which case such payment shall be made as
             soon as practicable after the credit is received.
             
             10.2.3 If any amount or Value Added Tax paid by the Lessor
             pursuant to this Guarantee and Indemnity shall be
             Irrecoverable VAT, the Guarantor shall forthwith on
             demand by the Lessor indemnify the Lessor and keep
             the Lessor fully indemnified at all times against
             such Irrevocable VAT PROVIDED THAT if the Lessor
             determines that such Irrecoverable VAT subsequently
             proves to be recoverable, the Lessor shall pay to
             the Guarantor such amount, if any, as the Lessor in
             its absolute discretion shall determine will leave
             the Lessor in no better and no worse a position
             than the Lessor would have been in if no payment
             had been made by the Guarantor to the Lessor under
             this Clause 10.2.3.
      
      
11.    ADDITIONAL SECURITY

             This Guarantee and Indemnity is in addition to and is not
      to prejudice, or be prejudiced by, any other guarantee or
      security for the obligations of the Lessee, the Lessor's
      Agent or GMCRL or any other person under the Guaranteed
      Agreements or otherwise now or hereafter held by the
      Lessor and it shall not be necessary for the Lessor before
      claiming payment under this Guarantee and Indemnity to
      resort to or seek to enforce any other guarantee or
      security in respect of the said obligations of the Lessee,
      the Lessor's Agent or GMCRL or any other person.


12.    ACKNOWLEDGEMENT AND DECLARATION

12.1   The Guarantor agrees, acknowledges and declares that:

             12.1.1 if any payment received by the Lessor in respect of
             monies owing or due and payable by the Lessee, the
             Lessor's Agent or GMCRL shall on the subsequent
             insolvency or liquidation of the Lessee, the
             Lessor's Agent or, as the case may be, GMCRL be
             avoided under any laws relating to insolvency or
             liquidation, such payment shall not be considered
             as discharging or diminishing the liability of the
             Guarantor under this Guarantee and Indemnity and
             this Guarantee and Indemnity shall continue to
             apply as if such payment had at all times remained
             owing by the Lessee, the Lessor's Agent or, as the
             case may be, GMCRL;

             12.1.2 this Guarantee and Indemnity shall remain the
             property of the Lessor and notwithstanding that all
             monies and liabilities due or incurred by the
             Lessee, the Lessor's Agent and GMCRL to the Lessor
             which are guaranteed hereunder shall have been paid
             or discharged the Lessor shall be entitled not to
             discharge this Guarantee and Indemnity or any
             security held by the Lessor for the obligations of
             the Guarantor hereunder until the Lessor has
             received, at the Guarantor's expense, such legal
             opinions as the Lessor shall reasonably require in
             terms satisfactory to the Lessor relating to those
             aspects of the laws of any relevant jurisdictions
             concerning the ability to set aside any such
             payment or discharge and in the event of
             bankruptcy, winding-up or any similar proceedings
             being commenced in respect of the Lessee, the
             Lessor's Agent or, as the case may be, GMCRL the
             Lessor shall be at liberty not to discharge this
             Guarantee and Indemnity or any security held by the
             Lessor for the obligations of the Guarantor
             hereunder for and during such further period as the
             Lessor may reasonably determine;

             12.1.3 if the Guarantor has not paid to the Lessor the
             full amount of all sums then due under this
             Guarantee and Indemnity the Lessor shall be
             entitled, for the purpose of enabling the Lessor to
             sue the Lessee, the Lessor's Agent or, as the case
             may be, GMCRL and/or any other guarantor of the
             liabilities which are guaranteed by this Guarantee
             and Indemnity or for proving in its or their
             liquidation or in any similar proceedings for any
             monies due and unpaid by the Lessee, the Lessor's
             Agent or, as the case may be, GMCRL to the Lessor,
             at any time place and keep for such time as it may
             think fit any monies received hereunder, or under
             any of such other guarantees or from any other
             person, to the credit of an interest bearing
             securities realised account or accounts (the rate
             of interest being earned on such monies in such
             account or accounts being the rate of interest
             extended at that time to the other customers of the
             Lessor of similar creditworthiness at that time as
             the Guarantor) without any obligation on the part
             of the Lessor to apply the same or any part 
             thereof in or towards the discharge of the
             indebtedness and liabilities of the Lessee, the
             Lessor's Agent or, as the case may be, GMCRL to the
             Lessor;
             
             12.1.4 it has received executed copies of, and is aware of
             the terms of, the Guaranteed Agreements; and
             
             12.1.5 in respect of the Guarantor's liability hereunder
             after the Lessor has made any demand for payment,
             the Lessor shall be entitled upon giving notice to
             the Guarantor to set off the Guarantor's liability
             hereunder against any credit balance to which the
             Guarantor is beneficially entitled on any account
             or accounts which the Guarantor may have at any of
             the offices or branches of any member of Lloyds/TSB
             Group plc and to retain as security for the
             discharge of the Guarantor's liabilities all
             securities or other property of the Guarantor held
             by the Lessor (whether for safe custody or
             otherwise) PROVIDED THAT nothing herein contained
             shall apply to create any charge which depends for
             its validity on being duly recorded in any public
             registry and PROVIDED FURTHER THAT the failure by
             the Lessor to give the notice to the Guarantor
             under this Clause 12.1.5 shall in no way prejudice
             its rights under this Clause 12.1.5.


13.    ASSIGNMENT

13.1   ASSIGNMENT BY LESSOR

             The Guarantor acknowledges and agrees that the Lessor
      shall be entitled at any time and from time to time to
      assign, transfer or otherwise dispose of all of its
      interest in the Vessel together with this Guarantee and
      Indemnity and the Relevant Lease Documents to which it is
      a party to any person to whom the Lessor may assign,
      transfer or otherwise dispose of all of its interest in
      the Vessel and the benefit and burden of the Relevant
      Lease Documents to which it is a party pursuant to
      clause 28 of the Head Lease provided that, as at the time
      of such assignment, transfer or other disposal (in the
      case of an assignment by the Lessor to any person
      described in clause 28.1(a) of the Head Lease) or, as the
      case may be, at any time thereafter (in the case of an
      assignment by the Lessor to any person described in clause
      28.1(b) of the Head Lease), the Guarantor shall not be
      required to suffer or incur any greater cost under this
      Guarantee and Indemnity than would have been the case but
      for such assignment.

13.2   ASSIGNMENT BY GUARANTOR

             The Guarantor may not assign, transfer or part with any of
      its rights or obligations under this Guarantee and
      Indemnity or any of the Relevant Lease Documents without
      the prior written consent of the Lessor.


14.    COSTS AND EXPENSES

             The Guarantor shall indemnify the Lessor, on a full
      indemnity basis, from and against, and on demand reimburse
      the Lessor for, all costs, charges and expenses, properly
      (and prior to the occurrence of a Termination Event,
      reasonably) incurred by the Lessor in connection with or
      incidental to the protection and preservation of the
      security  hereby constituted or the exercise or
      enforcement of, or in endeavouring to exercise or enforce,
      any right or remedy conferred upon the Lessor hereunder or
      by law including in connection with any action brought by
      the Lessor to recover any payment due hereunder, or
      relating to any breach of any covenant or obligation in
      this Guarantee and Indemnity, whether or not any such
      action progresses to judgment.


15.    MISCELLANEOUS

15.1   DELAY IN ENFORCEMENT, WAIVERS ETC.

             All waivers of any right, power or privilege by either
      party hereto shall be in writing signed by such party. No
      failure or delay on the part of either party in exercising
      any power or right hereunder shall operate as a waiver
      thereof nor shall any single or partial exercise of any
      such right or power preclude any other or further exercise
      of any such right or power.  The rights and remedies
      herein provided are cumulative and not exclusive of any
      rights or remedies provided by law or in equity.

15.2   VARIATION

      This Guarantee and Indemnity shall only be amended,
      modified or varied by an instrument in writing executed by
      or on behalf of the parties hereto.

15.3   INVALIDITY

      If any term or provision of this Guarantee and Indemnity
      or the application thereof to any person or circumstance
      shall to any extent be invalid or unenforceable under any
      applicable law neither the remainder of this Guarantee and
      Indemnity or application of such term or provision to
      persons or circumstances other than those as to which it
      is already invalid or unenforceable shall be affected
      thereby nor shall the validity, legality and
      enforceability of such term or provision under the laws of
      any other jurisdiction be in any way affected or impaired.

15.4   NOTICES

             15.4.1 Any demand, consent, record, election or notice (a
             "NOTICE") required or permitted to be given by
             either party to the other under this Guarantee and
             Indemnity shall be in writing and sent by first
             class prepaid airmail post or by facsimile
             transmission or delivered by hand addressed as
             follows:

                    (i)    if to the Guarantor to:
                    
                    Global Marine Inc.
                    777 N. Eldridge Parkway
                    Houston
                    Texas 77079
                    
                           Attention:           General Counsel
                           Facsimile:           + (1) 281 596 5196
              
                    (ii)   if to the Lessor to:

                           Nelstar Leasing Company Limited
                           Great Surrey House
                           203 Blackfriars Road
                           London SE1 8NH
                           England
                           
                           Attention:           The Managing Director
                           Facsimile:           + (44) 171 922 1874
                           
             or in each case to such other person or address or
             facsimile number as one party may, by not less than
             three (3) Business Days' notice, notify in writing
             to the other party hereto.  

             15.4.2 Any notice shall be deemed to have been given or
             received to or by the party to whom it is addressed
             ten (10) days following posting, if posted by first
             class prepaid airmail post and on delivery, if
             delivered by hand and, in the case of a facsimile
             transmission, upon receipt by the sender of a
             transmission report showing the Notice has been
             sent in its entirety.  The sender of a Notice by
             facsimile shall despatch an original of such Notice
             in the first class airmail post with postage
             prepaid in an envelope addressed to the recipient
             of the facsimile at its address stated in Clause
             15.4.1 but the facsimile Notice shall be the
             definitive Notice for the purposes of this
             Guarantee and Indemnity.
             
             

15.5   APPLICABLE LAW

             This Guarantee and Indemnity shall be governed by and
      construed, and performance thereof shall be determined, in
      accordance with the laws of England.

15.6   COUNTERPARTS

             This Guarantee and Indemnity may be executed in several
      counterparts and any single counterpart or set of
      counterparts, signed in either case by all of the parties,
      shall be deemed to be an original, and all taken together
      shall constitute one and the same instrument.

15.7   FURTHER ASSURANCES

             The Guarantor agrees from time to time, and at the
      Guarantor's expense, to do and perform such other and
      further acts and execute and deliver any and all such
      other instruments as may be required by law or reasonably
      requested by the Lessor to establish, maintain and protect
      the rights and remedies of the Lessor and to carry out and
      effect the intent and purpose of this Guarantee and
      Indemnity and the other Relevant Lease Documents,
      including those required by the Lessor in connection with
      the rights granted to it under Clause 12.1.5.

15.8   ENTIRE AGREEMENT

             This Guarantee and Indemnity, in conjunction with the
      Relevant Lease Documents and any letter agreements of even
      date herewith between the Guarantor and the Lessor,
      constitutes the entire agreement between the parties
      hereto in relation to this Guarantee and Indemnity and
      supersedes all previous proposals, agreements and other
      written and oral communications in relation thereto.
      

16.    SUBMISSION TO JURISDICTION

      16.1   For the exclusive benefit of the Lessor, the Guarantor
      hereby submits to the non-exclusive jurisdiction of the
      courts of England with regard to this Guarantee and
      Indemnity.  Any legal action or proceedings with respect
      to this Guarantee and Indemnity may be brought in the
      courts of England or such other jurisdiction, as the
      Lessor may elect.  By its execution and delivery of this
      Guarantee and Indemnity, the Guarantor:

             (i)    hereby accepts for itself and in respect of its
             property, generally and unconditionally, the non-
             exclusive jurisdiction of the aforesaid courts with
             respect to this Guarantee and Indemnity;

             (ii)   waives any objections on the grounds of venue or
             forum non conveniens or any similar grounds and
             agrees that legal proceedings in any one or more
             jurisdictions shall not preclude legal proceedings
             in any other jurisdiction with respect to this
             Guarantee and Indemnity; 

             (iii)  agrees that final judgment against it in any action
             or proceedings shall be conclusive and may be
             enforced in any other jurisdiction with respect to
             this Guarantee and Indemnity within or outside
             England by suit on the judgment, a certified copy
             of which shall be conclusive evidence of the fact
             and of the amount of its indebtedness; and
             
             (iv)   hereby consents generally in respect of any legal
             action or proceeding arising out of or in
             connection with this Guarantee and Indemnity to the
             giving of any relief or the issue of any process in
             connection with such action or proceeding
             including, without limitation, the making,
             enforcement or execution against any property
             whatsoever (irrespective of its use or intended
             use) of any order or judgment which may be made or
             given in such action or proceeding.

      16.2   The Guarantor, in the case of the courts of England,
      hereby designates, appoints and empowers WFW Legal
      Services Limited (ref. CALP/DNO 2628.16002) at the address
      of its registered office for the time being (presently 15
      Appold Street, London EC2A 2HB) to receive, for and on
      behalf of it, service of process in such jurisdiction in
      any legal action or proceedings with respect to this
      Guarantee and Indemnity.  The Guarantor undertakes to
      maintain an agent for the service of process in England at
      all times whilst the Guarantor has any liability, actual
      or contingent, under this Guarantee and Indemnity and if,
      for any reason such agent named above or its successor
      shall no longer serve as agent of the Guarantor to receive
      service of process in England the Guarantor shall promptly
      appoint a successor in England and advise the Lessor
      thereof.  It is understood that a copy of any process
      served as above will be promptly forwarded (if necessary)
      by first class prepaid mail to the Guarantor, but the
      failure of the Guarantor to receive such copy shall not
      affect in any way the service of such process on the said
      person as the agent of the Guarantor.
      

17.    JUDGMENT CURRENCY

             If, under any applicable law, whether as a result of a
      judgment against the Guarantor or the liquidation of the
      Guarantor or for any other reason, any payment under or in
      connection with this Guarantee and Indemnity is made or is
      recovered in a currency (the "OTHER CURRENCY") other than
      that in which it is required to be paid hereunder (the
      "ORIGINAL CURRENCY") then, to the extent that the payment
      (when converted at the rate of exchange and after
      deducting commission on the date of payment or, in the
      case of a liquidation, the latest date for the
      determination of liabilities permitted by the applicable
      law) falls short of the amount which is required to be
      paid under or in connection with this Guarantee and
      Indemnity as aforesaid, the Guarantor shall as a separate
      and independent obligation fully indemnify the Lessor on
      demand against the amount of the shortfall; and for the
      purposes of this Clause 17 "RATE OF EXCHANGE" means the
      rate at which the Lessor is able as at 11.00 a.m. (London
      time) on the relevant date to purchase the Original
      Currency with the Other Currency.


18.    CONFIDENTIALITY

      18.1   At all times during the Pre-Lease Period and the Lease
      Period, each of the parties hereto shall keep confidential
      and shall not, without the prior written consent, in the
      case of the Guarantor, of the Lessor and, in the case of
      the Lessor, of the Guarantor, issue any press release in
      relation to the transactions evidenced by the Lease
      Documents, or disclose to any other person the financial
      details of any of the Lease Documents and the transactions
      contemplated hereby or thereby or any other agreement
      entered into after the date hereof by the Lessor and the
      Guarantor in connection with any of the Lease Documents,
      or release copies or drafts of any such document which
      disclose or reveal the identity of the parties (or any of
      them) provided that (i) the Lessor will not unreasonably
      withhold or delay its consent to any proposed press
      release and (ii) the parties hereto shall be entitled,
      without any such consent, to disclose the same:
      
             18.1.1 in connection with any proceedings arising out of
             or in connection with this Guarantee and Indemnity
             or any of the other Lease Documents; or
             
             18.1.2 if required to do so by an order of a court of
             competent jurisdiction whether in pursuance of any
             procedure for discovery of documents or otherwise;
             or
             
             18.1.3 pursuant to any law or regulation having the force
             of law; or
             
             18.1.4 to any fiscal, monetary, tax, governmental or other
             competent authority; or
             
             18.1.5 to the auditors, legal or other professional
             advises, insurance brokers or underwriters of any
             member of either the Group or the Lessor's Group;
             or
             
             18.1.6 if any of the same is or shall become publicly
             known otherwise than as a result of a breach by
             such party of this Clause 18; or
             
             18.1.7 in any manner contemplated by any of the Lease
             Documents; or
             
             18.1.8 to any other party to the Lease Documents or any
             Additional Security Provider to the extent that
             such Additional Security Provider has executed a
             confidentiality undertaking in favour of the Lessor
             in form and content reasonably acceptable to the
             Lessor.
      

19.    NATURE OF DOCUMENT

       This Guarantee and Indemnity is a deed.


IN WITNESS whereof the Guarantor and the Lessor have caused this
Guarantee and Indemnity to be duly executed and delivered, in the
case of the Guarantor as its deed the day and year first above
written.




EXECUTED AND DELIVERED             )
as a DEED by                       )      WALTER MATHEW RALLS
GLOBAL MARINE INC.                 )
in the presence of: LISA J. BIGGS  )






SIGNED BY                          )
for and on behalf of               )
NELSTAR LEASING COMPANY LIMITED    )      Peter Bernard Miles
in the presence of: LISA J. BIGGS  )