EXHIBIT 10.2
                                                                    ------------

[CONFORMED COPY]

THIS DEED is made on the 4th day of May 2001

BETWEEN

(1)        THE SEVERAL PERSONS whose respective names and addresses are set out
           in Schedule 1 (the "Covenantors");

(2)        SEACOR SMIT INC (a company incorporated under the laws of the State
           of Delaware, USA) of 11200 Richmond Avenue, Suite 400, Houston,
           Texas, 77082, USA and whose address in England is 9 Gray's Inn
           Square, London WC1R 5JF (the "Purchaser").

WHEREAS:-

By an Agreement (the "Sale Agreement") of even date herewith and made between
the Covenantors and others (1) and the Purchaser (2) the Covenantors and others
agreed to sell the whole of the issued share capital of Stirling Shipping
Holdings Limited to the Purchaser and the Covenantors agreed on completion of
such sale to enter into this Deed.

THIS DEED WITNESSES as follows:-

1.         DEFINITIONS AND INTERPRETATION
           ------------------------------
           In this Deed:-

1.1        Words and expressions defined in the Sale Agreement have the same
           meaning except where otherwise provided or unless there is something
           in the subject matter or context which is inconsistent with them.

1.2        "Accounts" means the Accounts (as defined in the Sale Agreement)
           and/or the Completion Accounts.

1.3        "Company" means each, any or all of the companies whose respective
           names and registered numbers are set out in Schedule 2 as the context
           shall require.

1.4        "Covenantors' Relief" means any Relief or any right to repayment of
           Tax which is or subsequently becomes available to the Company other
           than:-


<PAGE>

           1.4.1      any Relief or right to repayment of Tax which was treated
                      as an asset of the Company in the Accounts: and

           1.4.2      any Relief which arises as a result of any event which
                      occurs after Completion.

1.5        "Event" means any payment, transaction, act, omission or occurrence
           of whatever nature whether or not the Company or the Purchaser is a
           party thereto and for the avoidance of doubt includes:-

           1.5.1      the execution of the Sale Agreement and completion of the
                      sale of the Shares to the Purchaser; and

           1.5.2      the death of any person;

           1.5.3      the Demerger;

           and references to an Event occurring on or before Completion shall
           include:-

           (a)        an Event deemed, pursuant to any Taxation Statute, to
                      occur or which is otherwise treated or regarded as
                      occurring on or before Completion and

           (b)        the combined result of two or more Events one or more of
                      which occurred on or before Completion but only to the
                      extent that the Event or Events which occurred on or
                      before Completion is/are outside the ordinary course of
                      business of the Company and the successive Events are
                      effected after Completion in the ordinary course of the
                      Company's business as carried out at Completion.

1.6        "Liability for Taxation" means any liability of the Company to make a
           payment of or in respect of Taxation whether or not the same is
           primarily payable by the Company and whether or not the Company has
           or may have any right of reimbursement against any other person or
           persons and shall also include:-



                                       2
<PAGE>

           1.6.1      the Loss of any Relief (other than a Relief the
                      utilisation of which was assumed for the purpose of
                      computing any provision for Tax in the Accounts) where
                      such Relief was treated as an asset of the Company in the
                      Accounts in which case the amount of the Liability for
                      Taxation shall be the amount of Taxation which would (on
                      the basis of tax rates current at the date of such Loss)
                      have been saved but for such Loss assuming for this
                      purpose that the Company had sufficient profits or was
                      otherwise in a position to use the Relief;

           1.6.2      the Loss of any right to repayment of Taxation (including
                      any repayment supplement) which was treated as an asset in
                      the Accounts of the Company in which case the amount of
                      the Liability for Taxation shall be the amount of the
                      right to repayment and any related repayment supplement;
                      and

           1.6.3      the set-off or use against income, profits or gains
                      earned, accrued or received or against any Tax chargeable
                      in respect of an Event occurring on or before Completion
                      of any Relief or right to repayment of Taxation (including
                      any repayment supplement) which is not available before
                      Completion but arises after Completion in circumstances
                      where, but for such set-off or use, the Company would have
                      had a liability to make a payment of or in respect of
                      Taxation for which the Purchaser would have been able to
                      make a claim against the Covenantors under this Deed in
                      which case the amount of the Liability for Taxation shall
                      be the amount of Taxation saved by the Company as a result
                      of such set-off or use.

1.7        "IHT Liability" means:-

           1.7.1      any amount of inheritance tax which is at Completion
                      unpaid and in respect of which the Inland Revenue has a
                      charge on any of the Shares or assets of a Company or a
                      power to sell, mortgage or charge any of the Shares or
                      assets of any Company; or

           1.7.2      any amount of inheritance tax which after Completion
                      becomes a charge on or gives rise to a power to sell,


                                       3
<PAGE>

                      mortgage or charge any of the Shares or assets of a
                      Company being a liability in respect of additional
                      inheritance tax payable on the death of any person within
                      seven years after a transfer of value if a charge on or
                      power to sell, mortgage or charge any such Shares or
                      assets of a Company existed at the date of Completion or
                      would have existed at Completion, if the death had
                      occurred immediately before Completion and the inheritance
                      tax payable as a result of such death had not been paid;

           and in determining for the purposes of this Deed whether a charge on
           or power to sell, mortgage or charge any of the Shares or assets of a
           Company exists at any time the fact that any inheritance tax is not
           yet payable or may be paid by instalments shall be disregarded and
           such inheritance tax shall be treated as becoming due and a charge or
           power to sell, mortgage or charge as arising, on the date of the
           transfer of value or other date or event on or in respect of which it
           becomes payable or arises and the provisions of section 213 of the
           Inheritance Tax Act 1984 shall not apply.

1.8        "Loss" means any reduction, modification, loss, counteraction,
           nullification, utilisation, disallowance or clawback for whatever
           reason.

1.9        "Relevant Company" means any company other than the Company, the
           Purchaser and any company that may be treated for the purposes of the
           form of Taxation that has given rise to the Liability for Taxation
           under Clause 2.4 as being a member of the same group of companies as
           the Purchaser or as being associated with the Purchaser.

1.10       "Relief" means any loss, relief, allowance, credit, exemption or
           set-off in respect of Taxation or any deduction in computing income,
           profits or gains for the purposes of Taxation.

1.11       "Saving" means:-
           (a) the reduction or elimination of any liability of the Company to
           make an actual payment of tax in respect of which the Covenantors
           would not have been liable under Clause 2, by the use of any Relief
           arising wholly as a result of a Liability for Taxation in respect of
           which the Covenantors have made a payment under Clause 2, and
           (b) any repayment of Taxation which the Company obtains which it
           would not otherwise have been entitled to but for the payment of any
           Taxation by the Company in respect of which the Covenantors have made
           a payment under Clause 2 of this Deed.

                                       4
<PAGE>



1.12       "Tax" or "Taxation" means:-

           1.12.1     all forms of taxation including and without any limitation
                      any charge, tax, duty, levy, impost, withholding or
                      liability in the nature of taxation wherever chargeable
                      imposed for support of national, state, federal, municipal
                      or local government and whether of the UK or any other
                      jurisdiction; and

           1.12.2     any penalty, fine, surcharge, interest or charges payable
                      in connection with any Taxation within sub-clause 1.12.1.

1.13       "Tax Claim" means any assessment, self-assessment, notice, demand,
           letter or other document issued or action taken by or on behalf of
           any Taxation Authority from which it appears that the Company is or
           may be subject to a Liability for Taxation or other liability in
           respect of which the Covenantors are or may be liable under this
           Deed.

1.14       "Taxation Authority" means the Inland Revenue, Customs & Excise,
           Department of Social Security and any other governmental or other
           authority whatsoever competent to impose any Taxation whether in the
           United Kingdom or elsewhere.

1.15       "Taxation Statute" means any directive, statute, enactment, law or
           regulation wheresoever enacted or issued, coming into force or
           entered into providing for or imposing any Taxation and shall include
           orders, regulations, instruments, bye-laws or other subordinate
           legislation made under the relevant statute or statutory provision
           and any directive, statute, enactment, law, order, regulation or
           provision which amends, extends, consolidates or replaces the same or
           which has been amended, extended, consolidated or replaced by the
           same.

1.16       Headings are for convenience only and shall not affect the
           construction of this Deed.

1.17       References to gross receipts, income, profits or gains earned,
           accrued or received shall include any gross receipts, income, profits
           or gains deemed pursuant to the relevant Taxation Statute to have
           been or treated or regarded as earned, accrued or received.



                                       5
<PAGE>

1.18       Unless the context otherwise requires the singular shall include the
           plural and vice versa, the masculine shall include the feminine and
           references to persons shall include bodies corporate, unincorporated
           associations and partnerships in each case whether or not having
           separate legal personality.

1.19       Unless the context otherwise requires references to a clause or
           sub-clause of or schedule to is a reference to a clause or sub-clause
           of or schedule to this Deed.

2.         COVENANT
           --------
           Subject as hereinafter provided the Covenantors hereby covenant to
           pay to the Purchaser an amount equal to:-

2.1        any Liability for Taxation resulting from or by reference to any
           Event occurring on or before Completion or in respect of any gross
           receipts, income, profits or gains earned, accrued or received by the
           Company on or before Completion;

2.2        any IHT Liability;

2.3        any liability of the Company to repay or the loss of the right to
           receive in whole or in part any payment for the surrender of group
           relief or of the benefit of any surplus advance corporation tax
           received or receivable by the Company pursuant to any agreement or
           claim made on or before the date hereof;

2.4        any Liability for Taxation resulting from or by reference to any
           Event occurring on or before Completion for which the Company would
           not have been liable but for being treated as being or having been a
           member of the same group as or associated with any Relevant Company
           for the purposes of any Tax; and

2.5        all costs and expenses reasonably and properly incurred and payable
           by the Company or the Purchaser in connection with any action taken
           to avoid, resist or settle any Tax Claim, Liability for Taxation, IHT


                                       6
<PAGE>

           Liability or any liability or loss under sub-clause 2.3 or otherwise
           taking or defending any action under this Deed.

3.         LIMITATION OF COVENANTORS' LIABILITY
           ------------------------------------
           The covenant given by Clause 2 above shall not cover any Liability
           for Taxation:-

3.1        to the extent that a provision or reserve (including any provision or
           reserve for deferred tax) in respect thereof was made in the
           Accounts;

3.2        to the extent that such Liability for Taxation arises or is increased
           as a result only of any change in law (whether relating to Taxation
           or otherwise) announced and coming into force after the date of the
           Sale Agreement;

3.3        to the extent recovery (less costs and expenses) has been made by the
           Purchaser under the Sale Agreement in respect of the same subject
           matter;

3.4        to the extent that such Liability for Taxation would not have arisen
           but for a voluntary act or transaction carried out by the Purchaser
           or the Company after the date hereof otherwise than in the ordinary
           course of business or otherwise than pursuant to a legally binding
           obligation created on or before the date hereof, where in either such
           case such act or transaction was carried out without the consent of
           the Covenantors or any of them and where the Purchaser or the Company
           knew or ought reasonably to have known that such act or transaction
           would give rise to such Liability for Taxation;

3.5        except in the case of fraudulent or negligent conduct unless written
           notice of such Liability for Taxation or any Tax Claim which may give
           rise to such Liability for Taxation specifying in reasonable detail
           the circumstances giving or which may give rise to such Liability for
           Taxation and the amount thereof has been served on the Covenantors on
           or prior to the seventh anniversary of Completion;

3.6        in respect of stamp duty or stamp duty reserve tax payable on the
           transfer or agreement to transfer the Shares pursuant to the
           Agreement;

3.7        to the extent that provisions in Schedule 7 to the Sale Agreement are


                                       7
<PAGE>

           expressed to have application to this Deed;

3.8        to the extent that such Liability for Taxation was discharged on or
           before Completion and the discharge of such Liability for Taxation
           was recognised in the Accounts;

3.9        to the extent that such Liability for Taxation is reduced or
           eliminated by the use of a Covenantors' Relief;

3.10       to the extent that such Liability for Taxation arises or results from
           or as a consequence of any change after Completion in accounting
           date, accounting policy or the basis upon which the Company values
           its assets;

3.11       to the extent that such Liability for Taxation relates to any fine,
           penalty, surcharge or interest arising by reason of any failure or
           delay on the part of the Purchaser or the Company in paying over to
           the relevant Taxation Authority any payment made under this Deed by
           the Covenantors or in keeping, preserving, maintaining or submitting
           any accounts, records, form, return or computation after Completion
           or in complying with their obligations under this Deed;

3.12       to the extent that such Liability for Taxation would not have arisen
           but for a cessation of or any change in the nature of conduct of any
           trade carried on by the Company being a cessation or change occurring
           on or after Completion; or

3.13       to the extent that the provision or reserve in the Accounts in
           respect of that Liability for Taxation is insufficient by reason of
           any increase in rates of Taxation after Completion; or

3.14       to the extent that such Liability for Taxation arises or is increased
           as a result of a change to or the withdrawal after the date hereof of
           any previously published practice or concession of any Taxation
           Authority; or

3.15       to the extent that such Liability for Taxation arises as a result of
           the revocation or revision after Completion by the Company or the
           Purchaser of any claim, election, surrender, disclaimer or
           notification in relation to Taxation made before Completion and the


                                       8
<PAGE>

           consequences or effect of which are reflected in the Accounts (the
           details of those which are reflected in the Accounts (but not the
           Completion Accounts) were provided to the Purchaser on or before the
           date of this Deed);

3.16       to the extent that the Liability for Taxation arises or is increased
           as a result of a failure on the part of the Company or the Purchaser
           on or after Completion to make any claim, election, surrender or
           disclaimer or give any consent or notification or do anything after
           Completion, the making, giving or doing of which was taken into
           account in the Accounts (the details of those which are taken into
           account in the Accounts (but not the Completion Accounts) were
           provided to the Purchaser on or before the date of this Deed);

           and for the purposes of this Clause 3 only "Liability for Taxation"
           shall be deemed to include a liability or loss falling within
           sub-clause 2.2, 2.3 or 2.5.

4.         DISPUTES AND CONDUCT OF TAX CLAIMS
           ----------------------------------
4.1        If the Purchaser or the Company shall become aware of a Tax Claim the
           Purchaser shall or shall procure that the Company shall as soon as
           reasonably practicable thereafter give written notice thereof to the
           Covenantors.

4.2        If the Covenantors shall indemnify and secure the Company and/or (as
           the case shall require) the Purchaser to the Purchaser's reasonable
           satisfaction against all liabilities, costs, damages or expenses
           which may be incurred thereby including any additional Liability for
           Taxation, the Purchaser shall and shall procure that the Company
           shall take such action as the Covenantors may reasonably request by
           notice in writing given to the Company and the Purchaser to avoid,
           dispute, defend, resist, appeal or compromise any Tax Claim (such a
           Tax Claim where action is so requested being hereinafter referred to
           as a "Dispute") Provided that neither the Company nor the Purchaser
           shall be obliged to appeal or procure an appeal against any
           assessment to Taxation raised on either of them if, the Covenantors
           having been given written notice of the receipt of such assessment,
           the Company and the Purchaser have not within 15 days of the date of
           the notice received instructions in writing from the Covenantors to
           do so.

4.3        If the Covenantors do not request the Purchaser or the Company to
           take any action under sub-clause 4.2 of this Deed or fail to


                                       9
<PAGE>

           indemnify and secure the Purchaser and the Company to the Purchaser's
           reasonable satisfaction within a period of time (commencing with the
           date of the notice given to the Covenantors) that is reasonable
           having regard to the nature of the Tax Claim and the existence of any
           time limit in relation to avoiding, disputing, defending, resisting,
           appealing or compromising such Tax Claim and which period shall not
           in any event exceed a period of 30 days or if the Tax Claim concerns
           fraudulent conduct, the Purchaser or Company shall have the conduct
           of the Tax Claim absolutely (without prejudice to its rights under
           this Deed) and shall be free to pay or settle the Tax Claim on such
           terms as may be reasonable.

4.4        Subject to sub-clause 4.3, by agreement in writing between the
           Purchaser and the Covenantors, the conduct of a Dispute may be
           delegated to the Covenantors upon such terms as may be agreed from
           time to time between the Purchaser and the Covenantors Provided that,
           unless the Purchaser and the Covenantors specifically agree otherwise
           in writing, the following terms shall be deemed to be incorporated
           into any such agreement:-

           4.4.1      the Company and the Purchaser shall promptly be kept fully
                      informed of all matters pertaining to a Dispute and shall
                      be entitled to see and keep copies of all correspondence
                      and notes or other written records of telephone
                      conversations or meetings and, in the event that there is
                      no written record, shall within a reasonable period be
                      given a report of all telephone conversations with any
                      Taxation Authority to the extent that it relates to a
                      Dispute;

           4.4.2      the appointment of solicitors or other professional
                      advisers shall be subject to the approval of the
                      Purchaser, such approval not to be unreasonably withheld
                      or delayed;

           4.4.3      all written communications pertaining to the Dispute which
                      are to be transmitted to the relevant Taxation Authority
                      shall first be submitted to the Purchaser and the Company
                      for approval and shall only be finally transmitted if such
                      approval is given, which approval is not to be
                      unreasonably withheld or delayed; and



                                       10
<PAGE>

           4.4.4      the Covenantors shall make no settlement or compromise of
                      the Dispute or agree any matter in the conduct of the
                      Dispute which is likely to affect the future liability to
                      Taxation of the Company or of the Purchaser without the
                      prior approval of the Company and the Purchaser (as may be
                      appropriate), such approval not to be unreasonably
                      withheld or delayed.

4.5        Neither the Purchaser nor the Company shall be subject to any claim
           by or liability to any of the Covenantors for non-compliance with any
           of the foregoing provisions of this Clause 4 if the Purchaser or the
           Company has bona fide acted in accordance with the instructions of
           any one or more of the Covenantors.

5.         PAYMENT DATE AND INTEREST
           -------------------------
5.1        Where the Covenantors are liable to make any payment under Clause 2,
           the due date for the making of that payment (the "Due Date") shall be
           the later of the date falling seven days after the Purchaser has
           served a notice on the Covenantors demanding that payment and:-

           5.1.1      in a case that involves an actual payment of Taxation by
                      the Company, the date on which the Taxation in question
                      would have had to have been paid to the relevant Taxation
                      Authority in order to prevent a liability to interest or a
                      fine, surcharge or penalty from arising in respect of the
                      Liability for Taxation in question; or

           5.1.2      in any case that involves a Liability for Taxation falling
                      within Clause 1.6.1 the last date upon which the Taxation
                      that would otherwise have been saved becomes finally due
                      and payable to the relevant Taxation Authority; or

           5.1.3      in any case that involves a Liability for Taxation falling
                      within Clause 1.6.2 the date upon which the repayment was
                      due from the relevant Taxation Authority; or

           5.1.4      in any case that involves a Liability for Taxation falling
                      within Clause 1.6.3 the date upon which Taxation becomes
                      due and payable to the relevant Taxation Authority which


                                       11
<PAGE>

                      would not otherwise have become due and payable had it not
                      been for the said use or setting off of the Relief
                      concerned.

5.2        Any dispute as to the amount specified in any notice served on the
           Covenantors under sub-clause 5.1.2, 5.1.3 or 5.1.4 shall be
           determined by the auditors of the Company for the time being, acting
           as experts and not as arbitrators (the costs of that determination
           being shared equally by the Covenantors and the Purchaser).

5.3        If any sums required to be made by the Covenantors under this Deed
           are not paid on the Due Date, then, except to the extent that the
           Covenantors' liability under Clause 2 compensates the Purchaser for
           the late payment by virtue of it extending to interest and penalties,
           such sums shall bear interest (which shall accrue from day to day
           after as well as before any judgment for the same) at the rate of 2
           per cent per annum over the base rate from time to time of Barclays
           Bank Plc or (in the absence thereof) at such similar rate as the
           Purchaser shall select from the day following the Due Date up to and
           including the day of actual payment of such sums such interest to be
           compounded quarterly.

6.         TAXATION OF PAYMENTS
           --------------------
6.1        Any sum payable by the Covenantors to the Purchaser under this Deed
           shall be paid free and clear of any deduction or withholding
           whatsoever, save only as may be required by law.

6.2        If any deduction or withholding is required by law to be made from
           any payment by the Covenantors under this Deed (other than a payment
           made pursuant to Clause 5.3) or if (ignoring any Relief) the
           Purchaser is subject to Taxation in respect of such payment the
           Covenantors shall increase the amount of the payment by such
           additional amount as is necessary to ensure that the net amount
           received and retained by the Purchaser (after taking account of all
           deductions or withholdings or Taxation) is equal to the amount which
           it would have received and retained had the payment in question not
           been subject to any deductions or withholdings or Taxation.

6.3        If any additional amount is paid pursuant to sub-clause 6.2 by virtue
           of any deduction or withholding being required by law to be made and


                                       12
<PAGE>

           the Purchaser receives a tax credit, repayment or other benefit by
           reason of any deduction or withholding in respect of which the
           Covenantors have paid an additional amount, the Purchaser shall pay
           to the Covenantors forthwith the amount of such tax credit, repayment
           or other benefit.

7.         RECOVERY FROM OTHER PERSONS
           ---------------------------
7.1        Where the Purchaser or the Company is or becomes entitled to recover
           from some other person not being the Purchaser, the Company or any
           other company within the same group of companies as the Purchaser or
           the Company any amount which is referable to a Liability for Taxation
           which has resulted in a payment being made by the Covenantors under
           this Deed, the Purchaser shall or procure that the Company shall:-

           7.1.1      notify the Covenantors of its entitlement; and

           7.1.2      if required by the Covenantors and, subject to the
                      Purchaser and the Company being secured and indemnified by
                      the Covenantors against any Taxation that may be suffered
                      on receipt of that amount and any costs and expenses
                      incurred in recovering that amount, take or procure that
                      the Company takes all reasonable steps to enforce that
                      recovery.

7.2        If the Purchaser or the Company recovers any amount referred to in
           sub-clause 7.1 the Purchaser shall account to the Covenantors for the
           lesser of:-

           7.2.1      any amount recovered (including any related interest or
                      related repayment supplement) less any Taxation suffered
                      in respect of that amount and any costs and expenses
                      incurred in recovering that amount (save to the extent
                      that that amount has already been made good by the
                      Covenantors under sub-clause 7.1.2); and

           7.2.2      the amount paid by the Covenantors under Clause 2 in
                      respect of the Liability for Taxation in question.



                                       13
<PAGE>

8.         SAVINGS
           -------
8.1        If the Purchaser or the Company become aware that any Liability for
           Taxation which has resulted in a payment being made by the
           Covenantors under Clause 2 has given rise to a Saving, the Purchaser
           shall forthwith give details thereof to the Covenantors. The
           Covenantors may on receipt of such notice or in the absence of such
           notice at any time request the auditors for the time being of the
           Company to certify that the Company has obtained a Saving and the
           amount of the Saving shall be dealt with in accordance with Clause
           8.2.

8.2        The Purchaser will repay to the Covenantors the lesser of:-

           8.2.1      the amount of the Saving (as determined by the Auditors)
                      less any costs incurred by the Company or the Purchaser;
                      and

           8.2.2      the amount paid by the Covenantors under Clause 2 in
                      respect of the Liability for Taxation which gave rise to
                      the Saving less any part of that amount previously repaid
                      to the Covenantors under any provision of this Deed or
                      otherwise.

8.3        If the amount of the Saving exceeds the amount mentioned in Clause
           8.2.2 the excess will be set against (and so will reduce or
           eliminate) any liability of the Covenantors under Clause 2 then
           outstanding or which arises after such determination in the latter
           case as and when such liability arises.

9.         COVENANTORS' RELIEF
           -------------------
9.1        The Purchaser shall at the direction in writing of the Covenantors
           procure that any Company shall take all such steps as the Covenantors
           may require to use in the manner hereinafter mentioned all
           Covenantors' Reliefs to reduce or eliminate any Liability for
           Taxation or other liability in respect of which the Purchaser would
           have been able to make a claim against the Covenantors under this
           Deed the said use being to effect the reduction or elimination of any
           such Liability for Taxation or other liability to the extent
           specified by the Covenantors and permitted by Law and to provide to
           the Covenantors at the Covenantors' expense a certificate from the
           Auditors confirming that all Covenantors' Reliefs have been so used.

10.        REPAYMENTS OF TAX
           -----------------
10.1       If the Company receives any repayment of Tax which relates to a
           period prior to Completion and which has not been taken into account


                                       14
<PAGE>

           in the Accounts, including without limitation both an actual
           repayment and a credit to offset against any other Liability to Tax,
           the Purchaser will as soon as is reasonably practicable thereafter
           repay to the Covenantors the lesser of:-

           10.1.1     the amount of the repayment of tax; and

           10.1.2     the aggregate amount (if any) paid by the Covenantors
                      under Clause 2 less any part of that amount previously
                      paid to the Covenantors under any provision of this Deed
                      or otherwise.

10.2       If upon receipt of a repayment of Tax pursuant to Clause 10.1 the
           amount mentioned in Clause 10.1.1 exceeds the amount mentioned in
           Clause 10.1.2 the excess will be set against (and so will reduce or
           eliminate) any liability of the Covenantors under Clause 2 then
           outstanding or which arises after such determination in the latter
           case as and when such liability arises.

11.        OVER-PROVISIONS
           ---------------
11.1       If the Purchaser or the Company become aware that any provision for
           Taxation contained in the Accounts is likely to be an over-provision,
           the Purchaser shall forthwith give details thereof to the
           Covenantors. The Covenantors may on receipt of such notice or in the
           absence of such notice at any time request the auditors for the time
           being of the Company to certify that any provision for Taxation in
           the Accounts has proved to be an over-provision and the amount of
           such over-provision shall be dealt with in accordance with Clause
           11.2. For the avoidance of doubt this Clause shall not apply where
           any provision for Taxation contained in the Accounts has proved to be
           an over-provision wholly or mainly as a result of any Event occurring
           after Completion.

11.2       Where Clause 11.1 applies:-

           11.2.1     the amount over provided shall first be set off against
                      any payment then due from the Covenantors under this Deed;
                      and

           11.2.2     to the extent that there is an excess, a refund shall be
                      made to the Covenantors of any previous payment or
                      payments made by the Covenantors under this Deed and


                                       15
<PAGE>

                      not previously refunded under this Clause up to the amount
                      of such excess; and

           11.2.3     to the extent that the excess referred to in Clause 11.2.2
                      is not exhausted under that Clause the remainder of that
                      excess shall be refunded to the Covenantors.

11.3       In determining under Clause 11.1 whether any provision in the
           Accounts has proved to be an over-provision, the Auditors will act as
           experts and not as arbitrators and (in the absence of manifest error)
           their determination will be conclusive and binding on the parties.

11.4       Where a determination has been made by the Auditors under Clause 11.1
           the Covenantors or the Purchaser or the Company may request the
           Auditors to review such determination (at the expense of the
           person(s) making the request) in the light of all relevant
           circumstances, including any facts which have become known only since
           such determination, and to determine whether such determination
           remains correct or whether, in the light of those circumstances, the
           amount that was the subject of such determination should be amended.

11.5       If the Auditors determine under Clause 11.3 that an amount previously
           determined should be amended, that amended amount will be substituted
           for the purposes of Clause 11.1 and 11.2 in place of the amount
           originally determined, and such adjusting payments (if any) as may be
           required by virtue of such substitution will as soon as reasonably
           practicable be made by the Covenantors to the Purchaser, or as the
           case may be, by the Purchaser to the Covenantors.

12.        CORPORATION TAX RETURNS
           -----------------------
12.1       The Covenantors or their duly authorised agents shall prepare all
           documentation and shall have conduct of all matters (including
           correspondence) relating to the corporation tax returns and
           computations of the Company for all accounting periods ended on or
           prior to the Balance Sheet Date and shall submit all such returns and
           computations to the Purchaser provided that the Covenantors shall not
           without the prior written consent of the Purchaser (not to be
           unreasonably withheld or delayed) transmit any communication (written


                                       16
<PAGE>

           or otherwise) to H.M. Inspector of Taxes or agree any matter with
           H.M. Inspector of Taxes.

12.2       The Purchaser shall procure that the returns and computations
           mentioned in sub-clause 12.1 shall be authorised, signed and
           submitted to H.M. Inspector of Taxes without amendment or with such
           amendments as the Purchaser reasonably considers to be necessary and
           shall give the Covenantors or their agents all such assistance as may
           reasonably be required to agree those returns and computations with
           H.M. Inspector of Taxes provided that the Purchaser shall not be
           obliged to take any such action as is mentioned in this sub-clause in
           relation to any return that is not full, true and accurate in all
           material respects.

12.3       The Purchaser shall procure that the Company affords such access to
           its books, accounts and records as is necessary and reasonable to
           enable the Covenantors or their duly authorised agents to prepare the
           corporation tax returns and computations of the Company for all
           accounting periods ended on or before the Balance Sheet Date and
           conduct matters relating to them in accordance with this Clause 12.

12.4       The Covenantors shall take all reasonable steps to ensure that the
           corporation tax returns and computations of the Company for all
           accounting periods ended on or before the Balance Sheet Date are
           prepared and agreed with H.M. Inspector of Taxes as soon as possible.

12.5       The Purchaser shall provide or shall procure that there is provided
           to the Covenantors or their agents a copy of any corporation tax
           return and computation of the Company for the accounting period
           current at Completion before such return and computation is submitted
           to the relevant Taxation Authority.

12.6       The Covenantors or their agents shall, within a period of 15 business
           days following receipt of a copy of the return and computation
           pursuant to Clause 12.6, be entitled to comment in writing to the
           Company on such return and computation.



                                       17
<PAGE>

13.        COUNTER INDEMNITY
           -----------------
13.1       The Purchaser hereby undertakes to pay to the Covenantors by way of
           adjustment to the consideration for the Shares, an amount equal to
           any Taxation payable by the Covenantors pursuant to Section 767A,
           Section 767AA or Section 767B ICTA 1988 in circumstances where the
           taxpayer company or the transferred company (as referred to therein)
           is the Company, provided that the Taxation so payable by the
           Covenantors is and will not be a Liability for Taxation in respect of
           which the Purchaser has or will have a claim against the Covenantors
           pursuant to Clause 2 or pursuant to the Warranties relating to
           Taxation.

13.2       To the extent that the Covenantors have made a payment to the
           Purchaser under this Deed or under the Warranties relating to
           Taxation, and an amount in respect of such Taxation subsequently
           becomes payable by the Covenantors pursuant to Section 767A, Section
           767AA or Section 767B ICTA 1988 in circumstances where the taxpayer
           company or the transferred company (as referred to therein) is the
           Company, the Purchaser shall repay to the Covenantors the payment
           previously paid in respect of that Taxation by the Covenantors to the
           Purchaser under this Deed or under the Warranties relating to
           Taxation.

13.3       The undertaking contained in Clause 13.1 and the repayment obligation
           in Clause 13.2 shall extend to any reasonable costs incurred by the
           Covenantors in connection with such Taxation or the relevant claim
           under Clause 13.1 or 13.2.

13.4       The provisions of Clauses 5 and 6 shall apply mutates mutandis to any
           claim under this Clause 13 by the Covenantors against the Purchaser
           as if references thereunder to the "Purchaser" or the "Company" were
           references to the "Covenantors".

14.        ASSIGNMENT
           ----------
14.1       Limited assignment
           No party may assign the benefit of this Deed whether absolutely or by
           way of security except with the prior written consent of the other
           party, such consent not to be unreasonably withheld or delayed,
           (provided that the Purchaser may assign the benefit of this Deed to
           any member of the Purchaser's Group without any such consent on terms
           that if such member leaves the Purchaser's Group it will reassign the


                                       18
<PAGE>

           benefit of the Deed to the Purchaser or to another member of the
           Purchaser's Group) and any purported assignment in contravention of
           this clause shall be ineffective.

14.2       Successors in title
           Subject to sub-clause 14.1, this Deed shall be binding upon and enure
           for the benefit of the personal representatives and assigns and
           successors in title of each of the parties and references to the
           parties shall be construed accordingly.

15.        REMEDIES
           --------
15.1       Remedies
           The rights of the Purchaser under this Deed are independent,
           cumulative and without prejudice to all other rights available to it
           whether as a matter of common law, statute, custom or otherwise.

15.2       Non-exclusion of fraud
           Nothing in this Deed or in any other document referred to herein
           shall be read or construed as excluding any liability or remedy as a
           result of fraud.

16.        WAIVER, VARIATION AND RELEASE
           -----------------------------
16.1       No waiver by omission, delay or partial exercise
           No omission to exercise or delay in exercising on the part of any
           party to this Deed any right, power or remedy provided by law or
           under this Deed shall constitute a waiver of such right, power or
           remedy or any other right, power or remedy or impair such right,
           power or remedy. No single or partial exercise of any such right,
           power or remedy shall preclude or impair any other or further
           exercise thereof or the exercise of any other right, power or remedy
           provided by law or under this Deed.

16.2       Specific waivers to be in writing
           Any waiver of any right, power or remedy under this Deed must be in
           writing and may be given subject to any conditions thought fit by the
           grantor. Unless otherwise expressly stated, any waiver shall be
           effective only in the instance and only for the purpose for which it
           is given.



                                       19
<PAGE>

16.3       Variations to be in writing
           No variation to this Deed shall be of any effect unless it is agreed
           in writing and signed by or on behalf of each party.

16.4       Non-release of all Covenantors
           Any liability to the Purchaser under this Deed may in whole or in
           part be released, compounded or compromised or time or indulgence
           given by the Purchaser in its absolute discretion as regards any of
           the Covenantors under such liability without in any way prejudicing
           or affecting its rights against any other or others of the
           Covenantors under the same or like liability, whether joint or
           several or otherwise.

17.        NOTICES
           -------
17.1       Form of notices
           Any communication to be given in connection with the matters
           contemplated by this Deed shall except where expressly provided
           otherwise be in writing and shall either be delivered by hand or sent
           by first class pre-paid post or facsimile transmission. Delivery by
           courier shall be regarded as delivery by hand.

17.2       Address and facsimile
           Such communication shall be sent to the address of the relevant party
           referred to in this Deed or the facsimile number set out below or to
           such other address or facsimile number as may previously have been
           communicated to the other party in accordance with this clause. Each
           communication shall be marked for the attention of the relevant
           person.
           Vendors' Representative - facsimile number:  0141 352 5601




                                       20
<PAGE>

           Purchaser - facsimile number: 001 212 582 8522. For the attention of
           Randall Blank.

           Copies to:-
           Alice Gran - facsimile number: 020 7404 1301
           Purchaser's Solicitors (for the attention of S.M. Alais) - facsimile
           number: 020 7831 7454

17.3       Deemed time of service
           A communication shall be deemed to have been served:

           17.3.1     if delivered by hand at the address referred to in
                      sub-clause 17.2, at the time of delivery;

           17.3.2     if sent by first class pre-paid post to the address
                      referred to in sub-clause 17.2, at the expiration of two
                      clear days after the time of posting; and

           17.3.3     if sent by facsimile to the number referred to in
                      sub-clause 17.2, at the time of completion of transmission
                      by the sender.

           If a communication would otherwise be deemed to have been delivered
           outside normal business hours in the time zone of the territory of
           the recipient under the preceding provisions of this clause, it shall
           be deemed to have been delivered at the next opening of such business
           hours in the territory of the recipient.

17.4       Proof of service
           In proving service of the communication, it shall be sufficient to
           show that delivery by hand was made or that the envelope containing
           the communication was properly addressed and posted as a first class
           pre-paid letter or that the facsimile was despatched and a
           confirmatory transmission report received.

17.5       Change of details
           A party may notify the other parties to this Deed of a change to its
           name, relevant person, address or facsimile number for the purposes
           of sub-clause


                                       21
<PAGE>

           17.1       Provided that such notification shall only be effective
                      on:

           17.5.1     the date specified in the notification as the date on
                      which the change is to take place; or

           17.5.2     if no date is specified or the date specified is less than
                      five clear Business Days after the date on which notice is
                      deemed to have been served, the date falling five clear
                      Business Days after notice of any such change is deemed to
                      have been given.

17.6       Notice to Covenantors
           Notice given to the Vendors' Representative shall be deemed to be
           notice to all of the Covenantors. Any notice to be given by the
           Covenantors shall be sufficiently given on behalf of them all by the
           Vendors' Representative and the rights of the Covenantors shall be
           sufficiently exercised or waived on behalf of them if exercised or
           waived by the Vendors' Representative.

17.7       Non-applicability to Proceedings
           For the avoidance of doubt, the parties agree that the provisions of
           this Clause 17 shall not apply in relation to the service of any
           writ, summons, order, judgment or other document relating to or in
           connection with any Proceedings.

18.        COUNTERPARTS
           ------------
18.1       Execution in counterparts
           This Deed may be executed in any number of counterparts and by the
           parties on different counterparts, but shall not be effective until
           each party has executed at least one counterpart.

18.2       One agreement
           Each counterpart shall constitute an original of this Deed but all
           the counterparts shall together constitute one and the same
           agreement.

19.        INVALIDITY
           ----------
           Each of the provisions of this Deed is severable. If any such
           provision is or becomes illegal, invalid or unenforceable in any
           respect under the law of any jurisdiction, the legality, validity or
           enforceability in that jurisdiction of the remaining provisions of


                                       22
<PAGE>

           this Deed shall not in any way be affected or impaired thereby.

20.        GOVERNING LAW AND JURISDICTION
           ------------------------------
20.1       English law
           This Deed shall be governed by and construed in accordance with
           English law.

20.2       Courts of England and Wales
           The parties to this Deed irrevocably agree that, for the exclusive
           benefit of the Purchaser, the courts of England shall have
           jurisdiction to settle any dispute which may arise out of or in
           connection with this Deed and that accordingly any Proceedings may be
           brought in such courts.

           Service of proceedings
20.3       The Purchaser irrevocably appoints the Purchaser's Solicitors as its
           process agent to receive on its behalf service of any process in any
           proceedings in England. Such service shall be deemed completed on
           delivery to the process agent, (marked for the attention S.M. Alais)
           whether or not such process is forwarded to and received by the
           Purchaser. If for any reason such process agent ceases to be able or
           willing to act as process agent, the Purchaser irrevocably agrees to
           appoint a substitute process agent and to deliver to the other
           parties a copy for the new process agent's acceptance of that
           appointment within 30 days of such acceptance.


IN WITNESS whereof this document has been executed and delivered as a Deed the
day and year first above written




                                       23
<PAGE>

                                   SCHEDULE 1
                                   ==========

                                 THE COVENANTORS

Iain Victor Robinson  Harrison
Craighat, Killearn, Glasgow G63 9QL

Fabienne Harrison
Craighat, Killearn, Glasgow G63 9QL

Patrick Charles Lorne Harrison
10 Bowmont Gardens, Glasgow, Strathclyde G12 9LW

James Anthony Frank Cowderoy
The Glassert, Lochard Road, Aberfoyle, Stirling , Perthshire FK8 3TJ

Iona Cowderoy
The Glasset, Lochard Road, Aberfoyle, Stirling, Perthshire FK8 3TJ

Douglas Harrison
Ballabeg, Dykehead, Port of Monteith

Nigel Harrison
36 Greenville Road, Katonah, NY 10536, USA

Gerald Harrison
Craighat, Killearn, Glasgow G63 9QL

Kenneth Malcolm Macdonald
15 Roebank Road, Beith, Ayrshire KT15 2DX

Mary Macdonald
15 Roebank Road, Beith, Ayrshire KT15 2DX

David George Baird
19 Blackwood Avenue, Newton Mearns, Glasgow , Lanarkshire G77 5JY

Alison Baird
19 Blackwood Avenue, Newton Mearns, Glasgow, Lanarkshire G77 5JY



                                       24
<PAGE>

William Briggs Lauchlan
Elmgrove, Kilbride Avenue, Dunoon, Argyll PA23 7LH

Inge Lauchlan
Elmgrove, 6 Kilbride Avenue, Dunoon, Argyll PA23 7LH

Kenneth Cadenhead
6 Kinnoul Lane, Glasgow G12 9HF

Lesley Cadenhead
6 Kinnoul Lane, Glasgow G12 9HF





                                       25
<PAGE>

                                   SCHEDULE 2
                                   ==========

                                  THE COMPANIES



Name                                                         Registered Number



Stirling Shipping Holdings Limited                                SC212855

Stirling Shipping Company Limited                                 SC159842

Stirling Offshore Limited                                         SC041594

Stirling Marine Limited                                           SC108613

Bruce Marine Limited                                              SC11094

Haven Shipping Company Limited                                    SC044380

Stirling Trustees Limited                                         SC160232

Stirling Shipmanagement Limited (formerly
Known as Stirling Ferries Limited)                                SC182248

Stirling Shipping (Malta) Limited                                 C14865






                                       26
<PAGE>

Signed as a Deed by                         }                 [Signed by]
IAIN VICTOR ROBINSON HARRISON               }                 Iain V.R. Harrison
in the presence of:-                        }

Witness: Name     Shuna Stirling


Address           70 Wellington Street
                  Glasgow


Occupation        Solicitor

Signed as a Deed by                         }                 [Signed by]
FABIENNE HARRISON                           }                 Iain V.R. Harrison
in the presence of:-                        }                 [as Attorney]

Witness: Name     Shuna Stirling


Address           as above




Occupation

Signed as a Deed by                         }                [Signed by]
PATRICK CHARLES LORNE  HARRISON             }                Patrick Harrison
in the presence of:-                        }

Witness: Name     Shuna Stirling


Address           as above




Occupation

Signed as a Deed by                         }                 [Signed by]
JAMES ANTHONY FRANK COWDEROY                }                 James Cowderoy
in the presence of:-                        }

Witness: Name     Shuna Stirling


Address           as above




Occupation



                                       27
<PAGE>

Signed as a Deed by                         }                 [Signed by]
IONA COWDEROY                               }                 James Cowderoy
in the presence of:-                        }                 [as Attorney]

Witness: Name     Shuna Stirling


Address           as above



Occupation

Signed as a Deed by                         }                 [Signed by]
DOUGLAS HARRISON                            }                 James Cowderoy
in the presence of:-                        }                 [as Attorney]

Witness: Name     Shuna Stirling


Address           as above




Occupation

Signed as a Deed by                         }                 [Signed by]
NIGEL HARRISON                              }                 James Cowderoy
in the presence of:-                        }                 [as Attorney]

Witness: Name     Shuna Stirling


Address           as above



Occupation

Signed as a Deed by                         }                 [Signed by]
GERALD HARRISON                             }                 Iain V.R. Harrison
in the presence of:-                        }                 [as Attorney]

Witness: Name     Shuna Stirling


Address           as above




Occupation


                                       28
<PAGE>

Signed as a Deed by                         }                 [Signed by]
KENNETH MACDONALD                           }                 K. MacDonald
in the presence of:-                        }

Witness: Name     Shuna Stirling


Address           as above




Occupation

Signed as a Deed by                         }                 [Signed by]
MARY MACDONALD                              }                 K. MacDonald
in the presence of:-                        }                 [as Attorney]

Witness: Name     Shuna Stirling


Address           as above




Occupation

Signed as a Deed by                         }                 [Signed by]
DAVID GEORGE BAIRD                          }                 David G. Baird
in the presence of:-                        }

Witness: Name     Shuna Stirling


Address           as above




Occupation

Signed as a Deed by                         }                 [Signed by]
ALISON BAIRD                                }                 David G. Baird
in the presence of:-                        }                 [as Attorney]

Witness: Name     Shuna Stirling


Address           as above




Occupation

                                       29
<PAGE>

Signed as a Deed by                         }                 [Signed by]
WILLIAM BRIGGS LAUCHLAN                     }                 W.B. Lauchlan
in the presence of:-                        }

Witness: Name     Sarah Miller


Address           70 Wellington Street
                  Glasgow


Occupation        Solicitor

Signed as a Deed by                         }                 [Signed by]
INGE LAUCHLAN                               }                 W.B. Lauchlan
in the presence of:-                        }                 [as Attorney]

Witness: Name     Sarah Miller


Address           as above



Occupation        as above

Signed as a Deed by                         }                 [Signed by]
KENNETH CADENHEAD                           }                 David G. Baird
in the presence of:-                        }                 [as Attorney]

Witness: Name     Sarah Miller


Address           as above



Occupation        as above

Signed as a Deed by                         }                 [Signed by]
LESLEY CADENHEAD                            }                 David G. Baird
in the presence of:-                        }                 [as Attorney]

Witness: Name     Sarah Miller


Address           as above



Occupation        as  above



                                       30
<PAGE>

Executed as a Deed by
SEACOR SMIT INC
acting by


John M. Gellert
Vice President













                                       31