FIRST AMENDMENT TO
               CREDIT AGREEMENT AND LOAN DOCUMENTS


          This First Amendment to Credit Agreement and Loan
Documents (this "AMENDMENT") dated as of November 23, 1998 is
among GLOBAL MARINE INC., a Delaware corporation (the
"BORROWER"), the banks named on the signature pages hereto
(together with their respective successors and assigns in such
capacity, the "BANKS"), BANKERS TRUST COMPANY, as administrative
agent for the Banks (together with its successors and assigns in
such capacity, the "ADMINISTRATIVE AGENT"), ABN AMRO BANK, N.V.,
HOUSTON AGENCY, as syndication agent for the Banks, SOCIETE
GENERALE, SOUTHWEST AGENCY, as documentation agent for the Banks
(all of the agents, collectively, together with their successors
and assigns in such capacity, the "AGENTS").

                      PRELIMINARY STATEMENT

          The Borrower, the Banks and the Agents have entered
into that certain Credit Agreement dated as of January 29, 1998
(as amended or restated from time to time, the "CREDIT
AGREEMENT").

          The Borrower, the Banks and the Agents wish to amend
the Credit Agreement and execute this Amendment to reflect same.

          NOW THEREFORE, in consideration of the foregoing and
the mutual agreements set forth herein, the parties agree as
follows:

          Section 1.  DEFINITIONS. Unless otherwise defined in
this Amendment, each capitalized term used in this Amendment has
the meaning assigned to such term in the Credit Agreement.

          Section 2. AMENDMENTS. The Credit Agreement is hereby
amended as follows:

          a.   Section 1.01 of the Credit Agreement is hereby
     amended by: (i) replacing the phrase "Maturity Date" with
     the phrase "Revolving Loan Maturity Date" in subsection (i)
     of paragraph (a) thereof and (ii) adding a new paragraph
     (c)thereto to read as follows:

               "(c)  If Borrower elects to extend the
          Loans from the Revolving Loan Maturity Date to
          the Term Loan Maturity Date as contemplated in
          SECTION 4.02(A)(b), all obligations of the
          Banks to make further Revolving Credit Loans
          shall nonetheless cease as of the Revolving
          Loan Maturity Date and, thereafter, all
          amounts outstanding shall consist of term
          loans and shall be repaid in accordance with
          the provisions of SECTION 4.02 on or before
          the Term Loan Maturity Date."

<PAGE>

          b.   Section 1.05 of the Credit Agreement is
     hereby amended by rewriting sub-section (v) of paragraph (b)
     thereof to read as follows: 

               "mature on the Revolving Loan Maturity Date,
          provided, if Borrower has elected to extend the Loan as
          provided in SECTION 4.02(A)(b), said Notes shall
          automatically be extended and shall thereafter mature on the
          Term Loan Maturity Date . . ."

          c.   Section 1.09 of the Credit Agreement is hereby
     amended by rewriting subsection (iv) of paragraph (a)
     thereof to read as follows:

               "no Interest Period shall extend beyond
          the Revolving Loan Maturity Date unless
          Borrower has elected to extend the Loan
          pursuant to SECTION 4.02(A)(b), in which case
          no Interest Period shall extend beyond the
          Term Loan Maturity Date"
     
               d.   Section 2.01 of the Credit Agreement is
     hereby amended by changing all references contained therein to
     "Maturity Date" to "Revolving Loan Maturity Date."     
     
               e.   Section 3.01(a) of the Credit Agreement is
     hereby amended in its entirety to read as follows:

                    "Section 3.01  FEES.  (a) Borrower
     agrees to pay to the Administrative Agent a facility
     fee ("FACILITY FEE") based on Borrower's Rating, at the
     rates set forth below, pro rata for the account of each
     Non-Defaulting Bank, with respect to its Commitment in effect
     from the Closing Date until payment in full of the Notes,
     which Facility Fee, prior to the Revolving Loan Maturity
     Date, shall be based upon the total amount of such Bank's
     Commitment, regardless of what amount may actually be advanced
     and outstanding and, subsequent thereto and until payment in full
     of the Notes, shall be based upon the average daily balance of
     the actual principal amounts outstanding during the quarterly
     period then ending.  Such Facility Fee shall be due and
     payable in arrears on the first Business Day of each March, 
     June, September and December and on the date the Notes are
     paid in full.

     Rating       A-/A3      BBB+/Baa1     BBB/Baa2     BBB-/Baa3    BB+/Ba1

     Facility Fee  .1%         .125%         .15%          .2%         .3%"

<PAGE>

     f.   Section 3.03 of the Credit Agreement is hereby amended in its
entirety to read as follows:

          "3.03 TERMINATION OF COMMITMENTS. The Total Commitment shall
     terminate on the Revolving Loan Maturity Date subject to the terms
     of SECTION 4.02(A)(b)."

          g.   Section 4.02(A)(b) of the Credit Agreement is hereby
     amended in its entirety to read as follows:

               "All outstanding principal and any accrued unpaid
          interest shall be due and owing on the Revolving Loan
          Maturity Date, provided, if no Default or Event of
          Default shall be in existence Borrower may, at its option,
          by giving written notice to the Administrative Agent no 
          later than five Business Days before the Revolving Loan 
          Maturity Date, extend the final maturity of the Loans 
          from the Revolving Loan Maturity Date to the Term Loan
          Maturity Date.  If Borrower makes such election,
          Borrower shall make mandatory payments of principal on
          the last Business Day of each February, May, August and
          November following January 1, 2000 (i) equal to one-fourteenth
          (1/14th) of the total outstanding principal balance of all
          of the Revolving Loan Notes on the Revolving Loan Maturity
          Date, and (ii) a final balance of all of the remaining
          outstanding principal on the Term Loan Maturity Date. 
          Borrower's election to so extend shall constitute an 
          automatic extension of each of the Notes to the Term Loan 
          Maturity Date.  All outstanding principal and all
          accrued, unpaid interest on all Loans shall be repaid in 
          full on the Term Loan Maturity Date."

          h.   Section 8.08 of the Credit Agreement is hereby
     amended in its entirety to read as follows:

               "Section 8.08  DEBT TO CAPITALIZATION
          Ratio.  Borrower shall not permit the ratio of
          its Consolidated Indebtedness to its
          Consolidated Total Capitalization measured at
          the end of each fiscal quarter, to be greater
          at any time than the following ratio for the
          periods indicated:

              Through End of
              Calendar Year 1998          All Other Periods

                .50  to  1.0                .45 to  1.0"

<PAGE>
          i.   The following defined terms are hereby amended in 
     Section 10 of the Credit Agreement in their appropriate
     alphabetical order to read as follows:

               (i)  "'AMENDMENT CLOSING DATE' shall mean the date
    that the First Amendment to Credit Agreement and Loan Documents
    dated as of November 23, 1998, among Borrower, the Administrative 
    Agent and the Banks shall have become effective pursuant to 
    Section 4 thereof."

               (ii) "'APPLICABLE EURODOLLAR MARGIN' shall mean the
    following: prior to the Revolving Loan Maturity Date the
    Applicable Eurodollar Margin shall be equal to the percentage
    per annum set forth below opposite Borrower's applicable
    Rating, effective as of the date such Rating is published or
    announced:

                    RATING             APPLICABLE
                                      EURODOLLAR
                                        MARGIN

                     A-/A3               .40%
                   BBB+/Baa1             .50%
                   BBB/Baa2              .60%
                   BBB-/Baa3             .80%
                    BB+/Ba1              .95%

    Subsequent to the Revolving Loan Maturity Date and until
    payment in full of the Obligations, the Applicable Eurodollar
    Margin shall be equal to the percentage per annum set forth
    below opposite Borrower's applicable Rating, effective as of
    the date such Rating is published or announced:


                                     APPLICABLE
                                     EURODOLLAR
                     RATING            MARGIN

                      A-/A3             .65%
                    BBB+/Baa1           .75%
                    BBB/Baa2            .85%
                    BBB-/Baa3          1.05%
                     BB+/Ba1           1.2%"

               (iii)     The definition of "Commitment Commission" is
    hereby deleted.  References in Section 9 to the Commitment
    Commission shall henceforth refer to the Facility Fee.

               (iv) The phrase "Maturity Date" in the definition of
     "Disqualified Capital Stock" is deleted and replaced with the
     phrase "Term Loan Maturity Date."

               (v)   "'FACILITY FEE' shall have the meaning set forth 
     in SECTION 3.01(a)."

<PAGE>
               (vi)  The definition of "Maturity Date" is hereby deleted.

               (vii) "'REVOLVING LOAN MATURITY DATE' shall mean 364
     days after the Amendment Closing Date, unless accelerated
     pursuant to SECTION 9."

               (viii)"'TERM LOAN MATURITY DATE' shall mean the second
     anniversary of the Revolving Loan Maturity Date, unless
     accelerated pursuant to SECTION 9."

               j.   Section 12.12 of the Credit Agreement is hereby
     amended by deleting the phrase "Maturity Date" contained in
     subsection (i) thereof and replacing it with the phrase
     "Revolving Loan Maturity Date or the Term Loan Maturity Date
     . . ."

               k.   Annex I of the Credit is hereby deleted and
    replaced with the Annex I attached hereto.

               Section 3. RATIFICATION. The Borrower hereby ratifies
and confirms all of the Obligations under the Credit Agreement (as
amended hereby) and the Notes. All references to the "Credit
Agreement" shall mean the Credit Agreement as amended hereby and
as the same may be amended, supplemented, restated or otherwise
modified and in effect from time to time in the future.

              Section 4.  EFFECTIVENESS. The effectiveness of this
Amendment is subject to the condition precedent that the Administrative 
Agent shall have received in form and substance reasonably satisfactory 
to the Banks and in such number of counterparts as may be reasonably 
requested by the Administrative Agent, this Amendment executed by the 
Borrower and each of the Banks and the Borrower shall have paid all of 
the Administrative Agent's reasonable costs and expenses (other than legal 
fees and expenses, which shall be payable promptly after Borrower receives
an invoice from counsel to the Administrative Agent) incurred in
connection herewith.

              Section 5. REPRESENTATIONS AND WARRANTIES. The Borrower
hereby represents and warrants to the Banks that (a) the execution,
delivery and performance of  this Amendment has been duly
authorized by all requisite corporate action on the part of the
Borrower, (b) the Credit Agreement (as amended hereby)
constitutes a valid and legally binding agreement enforceable against the
Borrower in accordance with its terms except, as such enforceability may be 
limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent 
transfer or other similar laws relating to or affecting the enforcement of 
creditors' rights generally and by general principles of equity, (c) the
representations and warranties by the Borrower contained in the Credit 
Agreement as amended hereby are true and correct on and as of the date 
hereof in all material respects as though made as of the date hereof 
unless such representation and warranty expressly indicates that it is 
being made as of any specific date, in which case such representations 
and warranties shall be true and correct in all material respects as of 
such date, and except to the extent that such representations and 
warranties are no longer true and correct due to any action or inaction 
permitted or required to be taken under the Credit Documents by Borrower 
or any Subsidiary, and (d) no Default or Event of Default exists under 
the Credit Agreement (as amended hereby).

<PAGE>
          Section 6. CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED BY, 
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          Section 7. FINAL AGREEMENT. THE CREDIT AGREEMENT (AS AMENDED 
HEREBY) REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE 
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL 
AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused this Amendment 
to be executed by its officers thereunto duly authorized as of the date first 
above written.

ADDRESS:                      GLOBAL MARINE INC.

777 N. Eldridge Road
Houston, Texas 77079-4416
Telecopy: (281) 596-5826
Telephone:(281) 596-5810      By:  /S/W. MATT RALLS
Attention: W. Matt Ralls           W. Matt Ralls
                                   Vice President and Treasurer


<PAGE>
                              BANKERS TRUST COMPANY, Individually
                              and as Administrative Agent




                              By:   /S/MARCUS M. TARKINGTON       
                              Name: Marcus M. Tarkington
                              Title:Principal


<PAGE>
                              ABN AMRO BANK, N.V., HOUSTON
                              AGENCY, Individually and as
                              Syndication Agent



                              By:    /S/STUART MURRAY
                              Name:  Stuart Murray
                              Title: Vice President



                              By:    /S/W. BRYAN CHAPMAN
                              Name:  W. Bryan Chapman
                              Title: Group Vice President


<PAGE>

                                                           
                              ARGENTARIA-BANCO EXTERIOR DE ESPANA
                              NEW YORK BRANCH




                              By:    /S/AUGUSTO GODOY
                              Name:  Augusto Godoy
                              Title: General Manager

<PAGE>

                              THE BANK OF NOVA SCOTIA




                              By:    /S/F.C.H. ASHBY
                              Name:  F.C.H. Ashby
                              Title: Senior Manager
                                     Loan Operations


<PAGE>

                              BANK OF TOKYO - MITSUBISHI, LTD.




                              By:    /s/John W. McGhee
                              Name:  John W. McGhee
                              Title: Vice President & Manager


<PAGE>
                                                           
                              CREDIT LYONNAIS, NEW YORK BRANCH




                              By:    /S/PHILIPPE SOUSTRA
                              Name:  Philippe Soustra
                              Title: Senior Vice President



<PAGE>
                              DEN NORSKE BANK ASA, NEW YORK
                              BRANCH




                              By:    /S/GEORGE P. MALANGA
                              Name:  George P. Malanga
                              Title: Senior Vice President




                              By:    /S/BARBARA GRONQUIST
                              Name:  Barbara Gronquist
                              Title: First Vice President


<PAGE>
                                                           
                              SOCIETE GENERALE, SOUTHWEST AGENCY,
                              Individually and as Documentation
                              Agent



                              By:    /S/RICHARD A. GOULD
                              Name:  Richard A. Gould
                              Title: Director


<PAGE>

                              TORONTO DOMINION (TEXAS), INC.




                              By:    /S/CAROL BRANDT
                              Name:  Carol Brandt
                              Title: Vice President


<PAGE>

                              WESTDEUTSCHE LANDESBANK
                              GIROZENTRALE, NEW YORK BRANCH




                              By:    /S/FELICIA LA FORGIA
                              Name:  Felicia La Forgia
                              Title: Vice President





                              By:    /S/THOMAS LEE
                              Name:  Thomas Lee
                              Title: Associate


<PAGE>
                                                          ANNEX I


                           COMMITMENTS


                                                                
                  BANK                                  COMMITMENT

Bankers Trust Company                                   $ 5,000,000
ABN AMRO Bank, N.V., Houston Agency                     $30,000,000
Argentaria-Banco Exterior de Espana New York Branch     $ 5,000,000
The Bank of Nova Scotia                                 $10,000,000
Bank of Tokyo-Mitsubishi, Ltd.                          $10,000,000
Credit Lyonnais, New York Branch                        $20,000,000
Den norske Bank ASA, New York Branch                    $15,000,000
Societe Generale, Southwest Agency                      $30,000,000
Toronto Dominion (Texas), Inc.                          $15,000,000
WestDeutsche Landesbank Girozentrale,
    New York Branch                                     $10,000,000