FORM
OF CERTIFICATE OF DESIGNATIONS
  OF
  SERIES
E REDEEMABLE EXCHANGEABLE PREFERRED STOCK
  OF
  SUBSEA
ACQUISITION CORPORATION
  1.
Designation and Amount.
  There
shall be a series of Preferred Stock designated as "Series E Exchangeable
Preferred Stock", and the number of shares constituting such series shall be
5,000. Such series is referred to herein as the "Exchangeable Preferred
Stock""), and the face amount per share shall be equal to One Thousand Dollars
($1,000), (the "Face Amount").
  2.Stated
Capital.
  The
amount to be represented in stated capital at all times for each share of
Exchangeable Preferred Stock shall be $0.0001.
  3.  Rank.
  All
shares of Exchangeable Preferred Stock rank prior to all of the Corporation's
Common Stock, par value S0.0001 per share (the "Common Stock"), and the
Corporation's Series D Convertible Preferred Stock and the Series F Convertible
Preferred Stock (the "Convertible Preferred Stock"), now or hereafter issued,
both as to payment of dividends and as to distributions of assets upon
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary. The Exchangeable Preferred Stock is pail passu with the Series G
Exchangeable Preferred Stock.
  4.  Dividends.
  The
holders of Exchangeable Preferred Stock shall not be entitled to receive
dividends.
  5.  Liquidation
Preference.
  In the
event of a liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, the holders of Exchangeable Preferred Stock shall be
entitled to receive out of the assets of the Corporation, whether such assets
are stated capital or surplus of any nature, an amount equal to $1,000 per share
before any payment shall be made or any assets distributed to the holders of
Common Stock or any other class or series of the Corporation's capital stock
ranking junior as to liquidation rights to the Exchangeable Preferred Stock (the
"Junior Liquidation Stock") provided, however that such rights shall accrue to
the holders of Exchangeable Preferred Stock only in the event that the
Corporation's payments with respect to the liquidation preferences of the
holders of capital stock of the Corporation ranking senior as to liquidation
rights to the Exchangeable Preferred Stock (the "Senior Liquidation Stock") are
fully met. The entire assets of the Corporation available for distribution after
the liquidation preferences of the Senior Liquidation stock are fully met shall
be distributed ratably among the holders of the Exchangeable Preferred Stock and
any other class or series of the Corporation's capital stock which may hereafter
be created having parity as to liquidation rights with the Exchangeable
Preferred Stock in proportion to the respective preferential amounts to which
each is entitled (but only to the extent of such preferential amounts). Neither
a consolidation nor merger of the Corporation with another corporation nor a
sale or transfer of all or part of the Corporation's assets for cash, securities
or other property will be considered a liquidation, dissolution or winding up of
the Corporation.
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  6.Voting
Rights.
  Except as
otherwise required by law, each share of outstanding Exchangeable Preferred
Stock shall entitle the Holder thereof to 690 votes on each matter submitted to
a vote of the stockholders of the Corporation at the record date for the
determination of shareholders entitled to vote on such matters or, if no such
record date is established, at the date such vote is taken or any written
consent of stockholders becomes effective. Except as otherwise required by law
or by this Certificate of Designation, the holders of shares of Common Stock and
Exchangeable Preferred Stock shall vote together and not as separate
classes.
  7.Exchange.
  The
shares of Exchangeable Preferred Stock are exchangeable at the option only of
the Holder in whole or in part, on any date after June 30, 2007 for the
Corporation's 6% Subordinated Debentures due three years from the date of
Exchange (the "Debentures"). Such exchange, if any, shall be a redemption of the
Exchangeable Preferred Stock in exchange for the Debentures. Holders of the
outstanding shares of Exchangeable Preferred Stock will be entitled to receive
$1,000 principal amount of the Debentures in exchange for each share of
Exchangeable Preferred Stock held by them at the time of exchange.
  Upon such
exchange, the rights of the holders of Exchangeable Preferred Stock as
stockholders of the Corporation shall cease, and the person or persons entitled
to receive the Debentures issuable upon such redemption and exchange shall be
treated for all purposes as the registered holder or holders of such Debentures.
The Holder of the Exchangeable Preferred Stock will mail, to the Corporation,
written notice of his intention to exchange the Exchangeable Preferred Stock for
debentures. Such notice shall state (i) the exchange date; and (ii) the place or
places where certificates for such Debentures are to be mailed in exchange for
Exchangeable Preferred Shares. Upon surrender of the certificates for the
Exchangeable Preferred Shares with such notice (properly endorsed or assigned
for transfer, if the Corporation shall so require and the notice shall so
state), the Corporation will cause the Debentures to be authenticated and issued
in exchange for such shares of Exchangeable Preferred Stock to be mailed to the
holder of the shares of Exchangeable Preferred Stock at such holder's address of
record or such other address as the holder shall specify upon such surrender of
such certificates.
  8.  Status
of Acquired Shares.
  Shares of
Exchangeable Preferred Stock redeemed by the Corporation, received upon exchange
pursuant to Section 7 or otherwise acquired by the Corporation will be restored
to the status of authorized but unissued shares of Preferred Stock, without
designation as to class, and may thereafter be issued, but not as shares of
Exchangeable Preferred Stock.
  9.  Protection
Provisions.
  So long as any Exchangeable Preferred
Sharesare outstanding, the Corporation shall not, without first
obtaining the approval of a majority of the Holders: (a) alter or change the
rights, preferences or privileges of the Exchangeable Preferred Stock; (b) alter
or change the rights, preferences or privileges of any capital stock of the
Corporation so as to affect adversely the Exchangeable Preferred Stock; (c)
create any Senior Securities; (d) create any parr
passuSecurities; (e) increase the authorized number of shares of
Exchangeable Preferred Stock; (f) redeem or declare or pay any cash dividend or
distribution on any Junior Securities, or (g) do any
act or thing not authorized or contemplated by thisCertificate of
Designation which would result in any taxation with respect to the Exchangeable
Preferred Stock under Section 305 of the Internal Revenue Code of 1986, as
amended, or any comparable provision of the Internal Revenue Code as hereafter
from time to time amended, (or otherwise suffer to exist any such taxation as a
result thereof).
  10. Preemptive Rights.
  The
Exchangeable Preferred is not entitled to any preemptive or subscription rights
in respect of any securities of the Corporation.
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  11.
Severability of Provisions.
  Whenever
possible, each provision hereof shall be interpreted in a manner asto be effective and valid under
applicable law, but if any provision hereof is held to be prohibited by or
invalid under applicable law, such provision shall be ineffective only the
extent of such prohibition or invalidity, without invalidating or otherwise
adversely affecting the remaining provisions hereof. If a court of competent
jurisdiction should determine that a provision hereof would be valid or
enforceable if a period of time were extended or shortened or a particular
percentage were increased or decreased, then such court may make such change as
shall be necessary to render the provision in question effective and valid under
applicable law.
  SUBSEA
ACQUISITION CORPORATION