EXHIBIT 10.30

                            Agreement


  THIS AGREEMENT is entered into this 15th day of December
1999 by and between GLOBAL MARINE INC., a Delaware corporation
(the "Company"), and ________________ (the "Executive").

  WHEREAS, the Company's Board of Directors (the "Board") has
determined that it is in the best interests of the Company and
its stockholders to ensure that the Company and its affiliates
will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a
termination of the Executive's employment in certain
circumstances, including following a Change in Control as defined
herein; and

  WHEREAS, the Board believes it is imperative to diminish the
inevitable distraction of the Executive by virtue of the personal
uncertainties and risks created by a pending or threatened
termination of the Executive's employment in such circumstances
and to provide the Executive with compensation and benefits
arrangements upon such a termination which ensure that the
compensation and benefits expectations of the Executive will be
satisfied and which are competitive with those of other
corporations;

  NOW, THEREFORE, in order to accomplish these objectives, the
Board has caused the Company to enter into this Agreement with
the Executive, and it is hereby agreed as follows:

1.     DEFINITIONS.   For purposes of this Agreement, the following
terms will have the following meanings unless otherwise expressly
provided in this Agreement:

         (a)  BENEFICIARY. "Beneficiary" means any individual, trust
       or other entity named by the Executive to receive the
       severance payments and benefits payable hereunder in
       the event of the death of the Executive during the
       Salary Continuation Period or CIC Salary Continuation
       Period (both as defined hereunder). Executive may
       designate a Beneficiary to receive such payments and
       benefits by completing a form provided by the Company
       and delivering it to the Company's Corporate Secretary.
       The Executive may change his or her designated
       Beneficiary at any time (without the consent of any
       prior Beneficiary) by completing and delivering to the
       Company a new beneficiary designation form. If a
       Beneficiary has not been designated by the Executive,
       or if no designated Beneficiary survives the Executive,
       then the payment and benefits provided under this
       Agreement, if any, will be paid to the Executive's
       estate.

         (b)  CAUSE.  "Cause" means an act or acts of misconduct
       harmful to the Company or any of its affiliates,
       including without limitation any violation of any
       policy regarding the use and possession of alcohol,
       illegal drugs, firearms or dangerous weapons that is
       applicable to the employees of the Company and its
       affiliates generally, and will not mean inadequate
       performance or incompetence.

         (c)  CHANGE IN CONTROL.  A "Change in Control" means the
       occurrence of any of the following events:

              (i)       The acquisition by any individual, entity or
                        group (within the meaning of Section 13(d) or
                        14(d) of the U.S. Securities Exchange Act of
                        1934, as amended (the "Exchange Act")) (a
                        "Person") of beneficial ownership (within the
                        meaning of Rule 13d-3 under the Exchange Act)
                        of 35% or more of either (A) the then
                        outstanding shares of common stock of the
                        Company or of any affiliate of the Company by
                        which the Executive is employed or which
                        directly or indirectly owns or controls any
                        affiliate by which the Executive is employed
                        (the "Outstanding Company Common Stock") or
                        (B) the combined voting power of the then
                        outstanding voting securities of the Company
                        or of any affiliate of the Company by which
                        the Executive is employed or which directly
                        or indirectly owns or controls any affiliate
                        by which the Executive is employed entitled
                        to vote generally in the election of
                        directors (the "Outstanding Company Voting
                        Securities"); provided, however, that the
                        following acquisitions will not constitute a
                        Change in Control:  (I)  any acquisition by
                        the Company or by any affiliate of the
                        Company that remains under the Company's
                        control, (II) any acquisition by any employee
                        benefit plan (or related trust) sponsored or
                        maintained by the Company or by any affiliate
                        controlled by the Company, (III) the sale,
                        exchange, transfer or other disposition of
                        substantially all of the assets of the
                        Company or of any affiliate of the Company by
                        which the Executive is employed or which
                        directly or indirectly owns or controls any
                        affiliate by which the Executive is employed
                        to the Chief Executive Officer of the Company
                        or of any affiliate of the Company by which
                        the Executive is employed or which directly
                        or indirectly owns or controls any affiliate
                        by which the Executive is employed (the
                        "CEO"), alone or with other officers, or a
                        merger, consolidation or other reorganization
                        involving the Company or any affiliate of the
                        Company by which the Executive is employed or
                        which directly or indirectly owns or controls
                        any affiliate by which the Executive is
                        employed and the CEO, alone or with other
                        officers, or any entity in which the CEO
                        (alone or with other officers) has, directly
                        or indirectly, a substantial equity or
                        ownership interest, (IV) a transaction
                        otherwise commonly referred to as a
                        "management leveraged buyout," or (V) any
                        acquisition by any corporation pursuant to a
                        reorganization, merger or consolidation, if,
                        following such reorganization, merger or
                        consolidation, the conditions described in
                        clauses (I), (II), (III), or (IV) are
                        satisfied; or

              (ii)      Individuals who, as of the date hereof,
                        constitute the Board (the "Incumbent Board")
                        cease for any reason to constitute at least a
                        majority of the Board; provided, however,
                        that any individual becoming a director
                        subsequent to the date hereof whose election,
                        or nomination for election by the Company's
                        stockholders, was approved by a vote of at
                        least a majority of the directors then
                        comprising the Incumbent Board will be
                        considered as though such individual were a
                        member of the Incumbent Board, but excluding
                        for this purpose any such individual whose
                        initial assumption of office occurs as a
                        result of either an actual or threatened
                        election contest (meaning a solicitation of
                        the type that would be subject to Rule 14a-ll
                        of Regulation 14A under the Exchange Act) or
                        other actual or threatened solicitation of
                        proxies or consents by or on behalf of a
                        Person other than the Board; or

              (iii)     Approval by the stockholders of the Company
                        of a reorganization, merger or consolidation,
                        in each case unless, following such
                        reorganization, merger or consolidation, (A)
                        more than 50% of, respectively, the then
                        outstanding shares of common stock of the
                        corporation resulting from such
                        reorganization, merger or consolidation and
                        the combined voting power of the then
                        outstanding voting securities of such
                        corporation entitled to vote generally in the
                        election of directors is then beneficially
                        owned, directly or indirectly, by all or
                        substantially all of the individuals and
                        entities who were the beneficial owners,
                        respectively, of the Outstanding Company
                        Common Stock and Outstanding Company Voting
                        Securities immediately prior to such
                        reorganization, merger or consolidation in
                        substantially the same proportions as their
                        ownership, immediately prior to such
                        reorganization, merger or consolidation, of
                        the Outstanding Company Common Stock and
                        Outstanding Company Voting Securities, as the
                        case may be, (B) no Person (excluding the
                        Company, any affiliate of the Company that
                        remains under the Company's control, any
                        employee benefit plan (or related trust)
                        sponsored or maintained by the Company or by
                        any affiliate controlled by the Company or
                        such corporation resulting from such
                        reorganization, merger or consolidation, and
                        any Person beneficially owning, immediately
                        prior to such reorganization, merger or
                        consolidation, directly or indirectly, 35% or
                        more of the Outstanding Company Common Stock
                        or Outstanding Company Voting Securities, as
                        the case may be) beneficially owns, directly
                        or indirectly, 35% or more of, respectively,
                        the then outstanding shares of common stock
                        of the corporation resulting from such
                        reorganization, merger or consolidation or
                        the combined voting power of the then
                        outstanding voting securities of such
                        corporation entitled to vote generally in the
                        election of directors, and (C) at least a
                        majority of the members of the board of
                        directors of the corporation resulting from
                        such reorganization, merger or consolidation
                        were members of the Incumbent Board at the
                        time of the execution of the initial
                        agreement providing for such reorganization,
                        merger or consolidation; or

              (iv)      Approval by the stockholders of the Company of any
                        plan or proposal which would result directly or
                        indirectly in (A) a complete liquidation or
                        dissolution of the Company or of any affiliate of
                        the Company by which the Executive is employed, or
                        (B) the liquidation, transfer, sale or other
                        disposition of all or substantially all of the
                        assets of the Company or of any affiliate of the
                        Company by which the Executive is employed or
                        which directly or indirectly owns or controls any
                        affiliate by which the Executive is employed,
                        other than to a corporation with respect to which
                        following such sale or other disposition (I) more
                        than 50% of, respectively, the then outstanding
                        shares of common stock of such corporation and the
                        combined voting power of the then outstanding
                        voting securities of such corporation entitled to
                        vote generally in the election of directors is
                        then beneficially owned, directly or indirectly,
                        by all or substantially all of the individuals and
                        entities who were the beneficial owners,
                        respectively, of the Outstanding Company Common
                        Stock and Outstanding Company Voting Securities
                        immediately prior to such sale or other
                        disposition in substantially the same proportions
                        as their ownership, immediately prior to such sale
                        or other disposition, of the Outstanding Company
                        Common Stock and Outstanding Company Voting
                        Securities, as the case may be, (II) no Person
                        (excluding the Company, any affiliate of the
                        Company that remains under the Company's control,
                        any employee benefit plan (or related trust)
                        sponsored or maintained by the Company or by any
                        affiliate controlled by the Company or such
                        corporation, and any Person beneficially owning,
                        immediately prior to such sale or other
                        disposition, directly or indirectly, 35% or more
                        of the Outstanding Company Common Stock or
                        Outstanding Company Voting Securities, as the case
                        may be) beneficially owns, directly or indirectly,
                        35% or more of, respectively, the then outstanding
                        shares of common stock of such corporation or the
                        combined voting power of the then outstanding
                        voting securities of such corporation entitled to
                        vote generally in the election of directors, and
                        (III) at least a majority of the members of the
                        board of directors of such corporation were
                        members of the Incumbent Board at the time of the
                        execution of the initial agreement or action of
                        the Board providing for such sale or other
                        disposition of assets.

         (d)  DISABILITY.  "Disability" means the Executive's total
       disability as defined under the terms of the Company's
       long-term disability plan in effect on the Date of
       Termination.

         (e)  EFFECTIVE PERIOD.  The "Effective Period" means the 36-
       month period following any Change in Control.

         (f)  GOOD REASONS   "Good Reason" means, unless the
       Executive has consented in writing thereto, the
       occurrence of any of the following:

                 (i)  The assignment to the Executive of any duties
            inconsistent with the Executive's position,
            including any change in status, title, authority,
            duties or responsibilities or any other action
            which results in a diminution in such status,
            title, authority, duties or responsibilities,
            excluding for this purpose an isolated,
            insubstantial and inadvertent action not taken in
            bad faith and which is remedied by the Company or
            the Executive's employer promptly after receipt of
            notice thereof given by the Executive;

                   (ii) A reduction by the Company or the Executive's
            employer in the Executive's base salary;

                  (iii)The relocation of the Executive's office to a
            location more than 40 miles outside Houston, Texas;

                   (iv) Following a Change in Control, unless a plan
            providing a substantially similar compensation or
            benefit is substituted, (A) the failure by the
            Company or any of its affiliates to continue in
            effect any material fringe benefit or compensation
            plan, retirement plan, life insurance plan, health
            and accident plan or disability plan in which the
            Executive is participating prior to the Change in
            Control, or (B) the taking of any action by the
            Company or any of its affiliates which would
            adversely affect the Executive's participation in
            or materially reduce his benefits under any of
            such plans or deprive him of any material fringe
            benefit; or

                   (v)  Following a Change in Control, the failure of the
            Company or the affiliate of the Company by which
            the Executive is employed, or any affiliate which
            directly or indirectly owns or controls any
            affiliate by which the Executive is employed, to
            obtain the assumption in writing of the Company's
            obligation to perform this Agreement by any
            successor to all or substantially all of the
            assets of the Company or such affiliate within 15
            days after a reorganization, merger,
            consolidation, sale or other disposition of assets
            of the Company or such affiliate.

              For purposes of this Agreement, any good faith
       determination of "Good Reason" made by the Executive
       will be conclusive.

2.     TERM.  The term ("Term") of this Agreement will commence
on the date first above written (the "Commencement Date") and
will end when the Executive is no longer an employee of GMI and
its affiliates and has received all severance payments and
benefits to which he or she is entitled under this Agreement.

3.     NOTICE OF TERMINATION.  Any termination of the Executive's
employment by the Company, or by any affiliate of the Company by
which the Executive is employed, for Cause, or by the Executive
for Good Reason will be communicated by Notice of Termination to
the other party hereto given in accordance with Paragraph 11 of
this Agreement.  For purposes of this Agreement, a "Notice of
Termination" means a written notice which (a) indicates the
specific termination provision in this Agreement relied upon, (b)
to the extent applicable, sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so
indicated, and (c) if the Date of Termination (as defined below)
is other than the date of receipt of such notice, specifies the
employment termination date.  The failure to set forth in the
Notice of Termination any fact or circumstance which contributes
to a showing of Good Reason or Cause will not waive any right of
the party giving the Notice of Termination hereunder or preclude
such party from asserting such fact or circumstance in enforcing
its rights hereunder.

4.     DATE OF TERMINATION.     "Date of Termination" means the
date of receipt of the Notice of Termination or any later date
specified therein, or the Executive's last date as an active
employee of the Company and its affiliates before a termination
of employment due to death or disability, or a termination other
than for Cause, as the case may be.

5.     OBLIGATIONS OF THE COMPANY UPON TERMINATION OF EXECUTIVE'S
       EMPLOYMENT.

         (a)  TERMINATION OF EMPLOYMENT FOR GOOD REASON OR OTHER THAN
       FOR CAUSE.  The Company will pay the following
       severance payments and benefits to the Executive upon
       the termination of the Executive's employment with the
       Company and its affiliates, by the Company or by any
       affiliate of the Company by which the Executive is
       employed, other than for Cause, or by the Executive for
       Good Reason within six months following the occurrence
       of any event constituting Good Reason:

                   (i)  Cash in the amount of the Executive's annual base
            salary through the Date of Termination to the
            extent not theretofore paid;

                   (ii) Any and all compensation deferred under a deferred
            compensation plan or program of the Company or any
            of its affiliates in a lump sum cash payment;

                  (iii) Cash in an amount equal to the product of two
            times the Executive's annual base salary at the rate in effect
            at the time Notice of Termination is given, payable in equal
            monthly installments over a period of two years following the
            Date of Termination (the"Salary Continuation Period");

                   (iv) If recommended specifically in the Executive's
            case by the Company's Chief Executive Officer and
            approved specifically in the Executive's case by
            the Board's Compensation Committee, in their sole
            and absolute discretion, a lump sum cash amount
            equal to the sum of actual bonuses paid or
            payable, including any amount deferred (whether
            mandatory or elective), to the Executive in the
            two years immediately prior to the Date of
            Termination, payable within 30 days after the Date
            of Termination;

                   (v)  The continuation of the provision of health
            insurance, dental insurance and life insurance
            benefits for the Salary Continuation Period to the
            Executive and the Executive's family at least
            equal to those which would have been provided to
            them in accordance with the plans, programs,
            practices and policies of the Company as in effect
            and applicable generally to other peer executives
            and their families during the 90-day period
            immediately preceding the Date of Termination;
            provided, however, that if the Executive becomes
            re-employed with another employer and is eligible
            to receive medical or other welfare benefits under
            another employer provided plan, the medical and
            other welfare benefits described herein will be
            secondary to those provided under such other plan
            during such applicable period of eligibility;

                   (vi) The continued accrual of years of service under
            any and all defined benefit retirement plans
            sponsored or maintained by the Company or by any
            affiliate controlled by the Company in effect on
            and in which the Executive was a participant on
            the Date of Termination, in each case for the
            Salary Continuation Period, but in no event beyond
            the date the Executive or Executive's spouse
            begins to receive a benefit under any such plan;
            and

                    (vii) The immediate vesting of benefits under the
            Company's Executive Supplemental Retirement
            Plan of 1990, as amended and in effect at the
            Date of Termination, as if the Executive had
            attained at least age 55 and at least 5 years
            of service, thereby entitling the Executive
            to Normal Retirement Benefits commencing at
            any time on or after the Executive's Normal
            Retirement Date or Early Retirement Benefits
            commencing at any time on or after the
            Executive attains or would have attained age
            55, in each case as such term is defined in
            said plan.

         (b)  TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN
       CONTROL.  If, during the Effective Period, the Company
       or any affiliate of the Company by which the Executive
       is employed terminates the Executive's employment,
       other than for Cause, or any event constituting Good
       Reason occurs and the Executive terminates employment
       with the Company for Good Reason within six months
       after such occurrence, the Company will pay the
       following to the Executive:

                   (i)  Cash in the amount of the Executive's annual base
            salary through the Date of Termination to the
            extent not theretofore paid;

                   (ii) Any and all compensation deferred under a deferred
            compensation plan or program of the Company or any
            of its affiliates in a lump sum cash payment;

                  (iii) Cash in an amount equal to the product of
            three times the Executive's annual base
            salary at the greater of  (A) the rate in
            effect at the time Notice of Termination is
            given or (B) the rate in effect immediately
            preceding the Change in Control, payable in
            equal monthly installments over a period of
            three years following the Date of Termination
            (the "CIC Salary Continuation Period");

                   (iv) A lump sum cash amount equal to the product of
            three times the highest total bonus paid or
            payable in any one year, including any amounts
            deferred (whether mandatory or elective), to the
            Executive in the three years immediately prior to
            the Date of Termination;

                   (v)  The continuation of the provision of health
            insurance, dental insurance and life insurance
            benefits for the CIC Salary Continuation Period to
            the Executive and the Executive's family at least
            equal to those which would have been provided to
            them in accordance with the plans, programs,
            practices and policies of the Company as in effect
            and applicable generally to other peer executives
            and their families during the 90-day period
            immediately preceding the Effective Period or on
            the Date of Termination, at the election of the
            Executive; provided, however, that if the
            Executive becomes re-employed with another
            employer and is eligible to receive medical or
            other welfare benefits under another employer
            provided plan, the medical and other welfare
            benefits described herein will be secondary to
            those provided under such other plan during such
            applicable period of eligibility;

                   (vi) The continued accrual of years of service under
            any and all  defined benefit retirement plans
            sponsored or maintained by the Company or by any
            affiliate controlled by the Company in effect on
            and in which the Executive was a Participant on
            the Date of Termination, in each case for the CIC
            Salary Continuation Period, but in no event beyond
            the date the Executive or Executive's spouse
            begins to receive a benefit under any such plan;
            and

              (vii)The immediate vesting of benefits under the
                        Company's Executive Supplemental Retirement Plan
            of 1990, as amended and in effect at either the
            Date of Termination or immediately preceding the
            Change in Control, at the election of the
            Executive, as if the Executive had attained at
            least age 55 and at least 5 years of service,
            thereby entitling the Executive to Normal
            Retirement Benefits commencing at any time on or
            after the Executive's Normal Retirement Date or
            Early Retirement Benefits commencing at any time
            on or after the Executive attains or would have
            attained age 55, in each case as such term is
            defined in said plan.

         (c)  TERMINATION OF EMPLOYMENT UPON EXECUTIVE'S DISABILITY.
       In the event of the termination of the Executive's
       employment with the Company and its affiliates due to
       the Executive's Disability, the Company will pay to the
       Executive the severance payments and benefits listed in
       paragraph 5(a) of this Agreement; provided, however,
       that the amounts that the Executive would otherwise be
       entitled to receive under this Agreement in the amount
       of or otherwise in respect of the Executive's annual
       base salary will be reduced by the amount of any
       disability payments received by the Executive that have
       been funded or insured wholly or in part at the expense
       of the Company or any affiliate of the Company.

         (d)  EFFECT OF DEATH. In the event of the Executive's death
       during the Salary Continuation Period or the CIC Salary
       Continuation Period, the severance payments and
       benefits listed in paragraphs 5(a) or 5(b) of this
       Agreement, as applicable, will be paid to the
       Executive's Beneficiary for remainder of the Salary
       Continuation Period or the CIC Salary Continuation
       Period, as the case may be.
         (e)  "BASIC EARNINGS" UNDER RETIREMENT PLANS.  Any and all
       amounts paid under this Agreement in the amount of or
       otherwise in respect of the Executive's annual base
       salary and bonuses, whether or not deferred under a
       deferred compensation plan or program, are intended to
       be and will be "Basic Earnings" for purposes of
       determining Basic Earnings under any and all retirement
       plans sponsored or maintained by the Company or by any
       affiliate controlled by the Company.

6.     EFFECT OF RETIREMENT OR ATTAINMENT OF AGE 65.  In the event
the Executive or the Executive's spouse begins to receive a
benefit under one or more retirement plans sponsored or
maintained by the Company or by any affiliate of the Company
before the Executive becomes or would have become eligible for
Normal Retirement under any such plan at age 65, the amounts that
the Executive or the Executive's spouse would otherwise be
entitled to receive under this Agreement in the amount of or
otherwise in respect of the Executive's annual base salary will
be reduced by the amount of any payments received by the
Executive or the Executive's spouse under such plan or plans.
Furthermore, in no event will the severance payments or benefits
provided for under this Agreement be paid or otherwise provided
to the Executive, the Executive's spouse, or the Beneficiary
beyond the date the Executive becomes or would have become
eligible for normal retirement at age 65 under one or more of the
retirement plans sponsored or maintained by the Company or any
affiliate of the Company.

7.     MITIGATION OF DAMAGES.  The Executive will not be required
to mitigate damages or the amount of any payment provided for
under this Agreement by seeking other employment or otherwise.
Except as otherwise specifically provided in this Agreement, the
amount of any payment provided for under this Agreement will not
be reduced by any compensation earned by the Executive as the
result of self-employment or employment by another employer or
otherwise.

8.     TAX EFFECT.

          (a)    If the Company's independent accounting firm determines
          that any non-stock payment or distribution, as defined
          below, by the Company or its affiliates to or for the
          benefit of the Executive (whether paid or payable or
          distributed or distributable pursuant to the terms of
          this Agreement or otherwise) (a "Payment") constitutes
          a "parachute payment" as defined in Section 280G of the
          Internal Revenue Code of 1986, as amended (the "Code")
          (or any successor provision thereto) ("Parachute
          Payment") which would be subject to the excise tax
          imposed by Section 4999 of the Code, or any interest or
          penalties are incurred by the Executive with respect to
          such excise tax (such excise tax, together with any
          such interest and penalties, are hereinafter
          collectively referred to as the "Excise Tax"), then the
          Executive will be entitled to receive an additional
          payment (a "Gross-Up Payment") in an amount equal to
          the sum of the Excise Tax, any and all federal, state
          and local income taxes and Medicare tax on the Excise
          Tax, and the excise tax imposed by Section 4999 of the
          Code on the Excise Tax, together with any interest or
          penalties incurred by the Executive with respect to
          such income, Medicare and excise taxes.  For purposes
          of this paragraph, a "non-stock payment or
          distribution" is a payment, distribution, deemed
          payment, or deemed distribution that is not in the form
          of or in respect of a security that represents an
          equity interest in the Company or a derivative thereof,
          including without limitation Company stock, restricted
          Company stock, Company performance stock, stock options
          and stock appreciation rights in respect of Company
          stock, the lapse or termination of any restriction in
          respect of any of the foregoing, and any other similar
          interest, right, or benefit.

          (b)    Subject to the provisions of paragraph 8(d) below, all
          determinations required to be made under this paragraph
          8, including whether and when a Gross-Up Payment is
          required, the amount of such Gross-Up Payment and the
          assumptions to be utilized in arriving at such
          determinations, will be made by the Company's
          independent accounting firm, which will provide
          detailed supporting calculations both to the Company
          and the Executive within 15 business days of the
          receipt of notice from the Executive that there has
          been a Payment, or such earlier time as is requested by
          the Company.  All fees and disbursements of the
          Company's independent accounting firm will be paid by
          the Company.

          (c)    Any Gross-Up Payment will be paid by the Company to the
          Executive within five days of the Company's receipt of
          the determination of the Company's independent
          accounting firm.  If such firm determines that no
          Excise Tax is payable by the Executive, it will furnish
          the Executive with a written opinion that the Executive
          has substantial authority not to report any Excise Tax
          on the Executive's Federal income tax return.  If the
          Executive is subsequently required to make a payment of
          any Excise Tax , then the Company's independent
          accounting firm will determine the amount of such
          additional payment ("Gross-Up Underpayment"), and any
          such Gross-Up Underpayment will be promptly paid by the
          Company to or for the benefit of the Executive.  The
          fees and disbursements of the Company's independent
          accounting firm will be paid by the Company.

          (d)    The Executive will notify the Company in writing within
          15 days of any claim by the Internal Revenue Service
          that, if successful, would require the payment by the
          Company of a Gross-Up Payment.  If the Company notifies
          the Executive in writing that it desires to contest
          such claim and that it will bear the costs and provide
          the indemnification as required by this paragraph, the
          Executive will:

               (i)    give the Company any information reasonably
               requested by the Company relating to such claim,

               (ii)   take such action in connection with contesting
               such claim as the Company reasonably requests in
               writing from time to time, including, without
               limitation, accepting legal representation with
               respect to such claim by an attorney reasonably
               selected by the Company,

               (iii)cooperate with the Company in good faith in order
               to effectively contest such claim, and

               (iv)   permit the Company to participate in any
               proceedings relating to such claim; provided,
               however, that the Company will bear and pay
               directly all costs and expenses (including
               additional interest and penalties) incurred in
               connection with such contest and will indemnify
               and hold the Executive harmless, on an after-tax
               basis, for any Excise Tax or income tax, including
               interest and penalties with respect thereto,
               imposed as a result of such representation and
               payment of costs and expenses.  The Company will
               control all proceedings taken in connection with
               such contest; provided, however, that if the
               Company directs the Executive to pay such claim
               and sue for a refund, the Company will advance the
               amount of such payment to the Executive, on an
               interest-free basis, and will indemnify and hold
               the Executive harmless, on an after-tax basis,
               from any Excise Tax or income tax, including
               interest or penalties with respect thereto,
               imposed with respect to such advance or with
               respect to any imputed income with respect to such
               advance.

          (e)    If, after the receipt by the Executive of an amount
          advanced by the Company pursuant to paragraph 8(d)(iv),
          the Executive becomes entitled to receive any refund
          with respect to such claim, the Executive will, within
          10 days of receipt thereof, pay to the Company the
          amount of such refund, together with any interest paid
          or credited thereon after taxes applicable thereto.
          If, after the receipt by the Executive of an amount
          advanced by the Company pursuant to paragraph 8(d)(iv),
          a determination is made that the Executive will not be
          entitled to any refund with respect to such claim and
          the Company does not notify the Executive in writing of
          its intent to contest such denial of refund prior to
          the expiration of 30 days after such determination,
          then such advance will be forgiven and will not be
          required to be repaid and the amount of such advance
          will offset, to the extent thereof, the amount of
          Gross-Up Payment required to be paid.

9.     CONFIDENTIAL INFORMATION; NON-SOLICITATION.  During all
periods while the Executive is an employee of the Company or any
of its affiliates and during any Salary Continuation Period or
CIC Salary Continuation Period, the Executive covenants and
agrees as follows:

          (a)    to hold in a fiduciary capacity for the benefit of the
          Company and its affiliates all secret, proprietary or
          confidential material, knowledge, data or any other
          information relating to the Company or any of its
          affiliated companies and their respective businesses
          ("Confidential Information"), which has been obtained
          by the Executive during the Executive's employment by
          the Company or any of its affiliated companies and that
          has not been, is not now and hereafter does not become
          public knowledge (other than by acts by the Executive
          or representatives of the Executive in violation of
          this Agreement), and will not, without the prior
          written consent of the Company or as may otherwise be
          required by law or legal process, communicate or
          divulge any such information, knowledge or data to
          anyone other than the Company and those designated by
          it; the Executive further agrees to return to the
          Company any and all records and documents (and all
          copies thereof) and all other property belonging to the
          Company or relating to the Company, its affiliates or
          their businesses, upon termination of Executive's
          employment with the Company and its affiliates; and,

          (b)    not to solicit or entice any other employee of the
          Company or its affiliates to leave the Company or its
          affiliates to go to work for any other business or
          organization which is in direct or indirect competition
          with the Company or any of its affiliates, nor request
          or advise a customer or client of the Company or its
          affiliates to curtail or cancel such customer's
          business relationship with the Company or its
          affiliates.

10.    RIGHTS AND REMEDIES UPON BREACH.   If the Executive
breaches, or threatens to commit a breach of, any of the
provisions contained in paragraph 9 of this Agreement (the
"Restrictive Covenants"), the Company will have the following
rights and remedies, each of which rights and remedies will be
independent of the others and severally enforceable, and each of
which is in addition to, and not in lieu of, any other rights and
remedies available to the Company under law or in equity:

         (a)  SPECIFIC PERFORMANCE.    The right and remedy to have
       the Restrictive Covenants specifically enforced by any
       court of competent jurisdiction, it being agreed that
       any breach or threatened breach of the Restrictive
       Covenants would cause irreparable injury to the Company
       and that money damages would not provide an adequate
       remedy to the Company.

         (b)  ACCOUNTING.    The right and remedy to require the
       Executive to account for and pay over to the Company
       all compensation, profits, monies, accruals, increments
       or other benefits derived or received by the Executive
       as the result of any action constituting a breach of
       the Restrictive Covenants.

         (c)  CESSATION OF SEVERANCE BENEFITS. The right and remedy
       to cease any further severance, benefit or other
       compensation payments under this Agreement to the
       Executive or the Beneficiary from and after the
       commencement of such breach by the Executive.

The Executive hereby acknowledges and agrees that the Restrictive
Covenants are reasonable and valid in duration and in all other
respects.  If any court determines that any of the Restrictive
Covenants, or any part thereof, is invalid or unenforceable, the
remainder of the Restrictive Covenants will not thereby be
affected and will be given full effect without regard to the
invalid portions.

11.    NOTICES.  Any notice provided for in this Agreement will be
given in writing and will be delivered personally, telegraphed,
telexed, sent by facsimile transmission or sent by certified,
registered or express mail, postage prepaid.  Any such notice
will be deemed given when so delivered personally, telegraphed,
telexed or sent by facsimile transmission, or, if mailed, on the
date of actual receipt thereof.  Notices will be properly
addressed to the parties at their respective addresses set forth
below or to such other address as either party may later specify
by notice to the other in accordance with the provisions of this
paragraph:

  If to the Company:

  Global Marine Inc.
  777 North Eldridge Parkway
  Houston, Texas  77079-4493
  Attention:  Corporate Secretary


  If to the Executive:

  ____________________________
  ____________________________
  ____________________________

12.    ENTIRE AGREEMENT.  This Agreement contains the entire
agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements, written or oral, with
respect thereto, including, without limitation, any and all prior
employment or severance agreements and related amendments entered
into between the Company and the Executive.  Furthermore, the
severance payments and benefits provided for under this Agreement
are separate and apart from and, to the extent they are actually
paid, will be in lieu of any payment under any plan or policy of
the Company or any of its affiliates regarding severance payments
generally.

13.    WAIVERS AND AMENDMENTS.  This Agreement may be amended,
superseded, canceled, renewed or extended, and the terms and
conditions hereof may be waived, only by a written instrument
signed by the parties hereto or, in the case of a waiver, by the
party waiving compliance.  No delay on the part of any party in
exercising any right, power or privilege hereunder will operate
as a waiver thereof, nor will any waiver on the part of any party
of any such right, power or privilege hereunder, nor any single
or partial exercise of any right, power or privilege hereunder,
preclude any other or further exercise thereof or the exercise of
any other right, power or privilege hereunder.

14.    GOVERNING LAW.  This Agreement will be governed by and
construed in accordance with the laws of the state of Texas
(without giving effect to the choice of law provisions thereof),
where the employment of the Executive will be deemed, in part, to
be performed, and enforcement of this Agreement or any action
taken or held with respect to this Agreement will be taken in the
courts of appropriate jurisdiction in Houston, Texas.
15.    ASSIGNMENT.  This Agreement, and any rights and obligations
hereunder, may not be  assigned by the Executive and may be
assigned by the Company only to any successor in interest,
whether by merger, consolidation, acquisition or the like, or to
purchasers of substantially all of the assets of the Company.

16.    BINDING AGREEMENT.  This Agreement will inure to the benefit
of and be binding upon the Company and its respective successors
and assigns and the Executive and his legal representatives.

17.    COUNTERPARTS.  This Agreement may be executed in separate
counterparts, each of which when so executed and delivered will
be deemed an original, but all of which together will constitute
one and the same instrument.

18.    HEADINGS.  The headings in this Agreement are for reference
purposes only and will not in any way affect the meaning or
interpretation of this Agreement.

19.    AUTHORIZATION.  The Company represents and warrants that the
Board of Directors of the Company has authorized the execution of
this Agreement.

20.    VALIDITY.  The invalidity or unenforceability of any
provisions of this Agreement will not affect the validity or
enforceability of any other provisions of this Agreement, which
will remain in full force and effect.

21.    TAX WITHHOLDING.  The Company will have the right to deduct
from all benefits and/or payments made under this Agreement to
the Executive any and all taxes required by law to be paid or
withheld with respect to such benefits or payments.

22.    NO CONTRACT OF EMPLOYMENT.    Nothing contained in this
Agreement will be construed as a contract of employment between
the Company or any of its affiliates and the Executive, as a
right of the Executive to be continued in the employment of the
Company or any of its affiliates, or as a limitation of the right
of the Company or any of its affiliates to discharge the
Executive with or without cause.

  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.

    The Company                        The Executive
  GLOBAL MARINE INC.

                                       ________________________
By:  ________________________          [Name]
       Robert E. Rose
       Chairman, President
       and Chief Executive Officer