Exhibit 10.1

                                 LOAN AGREEMENT

                                     BETWEEN

                      GENERAL ELECTRIC CAPITAL CORPORATION
                                    as Lender

                                       and

                              HORIZON VESSELS, INC.
                                   as Borrower


                            Dated as of June 29, 2001

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                                TABLE OF CONTENTS

<Table>
<S>                                                                                                             <C>
ARTICLE I.   The Loan.............................................................................................6
         Section 1.1       Advances and Conversion................................................................6
         Section 1.2       Notice of Drawing......................................................................6
         Section 1.3       Repayment..............................................................................6
         Section 1.4       Interest...............................................................................7
         Section 1.5       Payments...............................................................................8
         Section 1.6       Prepayment.............................................................................9

ARTICLE II.  Conditions Precedent................................................................................10
         Section 2.1       Conditions Precedent to Initial Advance...............................................10
         Section 2.2       Conditions to each Advance............................................................11
         Section 2.3       Conditions to Conversion to Term Loan.................................................12
         Section 2.4       Waiver of Conditions Precedent........................................................13

ARTICLE III. Representations, Warranties and Covenants...........................................................13
         Section 3.1       Representations.......................................................................13
         Section 3.2       Affirmative Covenants.................................................................15
         Section 3.3       Negative Covenants....................................................................19

ARTICLE IV.  Events of Default...................................................................................21

ARTICLE V.   Miscellaneous.......................................................................................23
         Section 5.1       Notices...............................................................................23
         Section 5.2       No Waiver.............................................................................24
         Section 5.3       Applicable Law and Jurisdiction.......................................................24
         Section 5.4       Severability..........................................................................24
         Section 5.5       Amendment.............................................................................24
         Section 5.6       Assignment and Participation..........................................................25
         Section 5.7       Fees, Costs, Expenses and Taxes.......................................................25
         Section 5.8       Counterparts..........................................................................25
         Section 5.9       Section Headings......................................................................25
         Section 5.10      Merger................................................................................25

Exhibit A-1  -  Construction Note
Exhibit A-2  -  Term Note
Exhibit B    -  Notice of Drawing
</Table>


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                                 LOAN AGREEMENT

      THIS LOAN AGREEMENT dated as of June 29, 2001, between HORIZON VESSELS,
INC., a Delaware corporation (the "Borrower") and GENERAL ELECTRIC CAPITAL
CORPORATION, a New York corporation (the "Lender"). Capitalized terms used
herein and not otherwise defined herein are used with the meanings ascribed
thereto in the Definitions Section of this Agreement.

                                R E C I T A L S:

      1. The Borrower is in the business of owning and operating offshore
construction and pipe-laying vessels.

      2. The Borrower has requested financing from the Lender in the principal
amount of up to USD 10,080,000 (the "Loan") in order to finance the acquisition
of the U.S. flag pipe-laying barge PECOS HORIZON (the "Vessel").

      3. The Loan shall be evidenced by the secured promissory notes of the
Borrower (the "Notes"), substantially in the form of Exhibits A-1 and A-2
attached hereto and made a part hereof.

      NOW, THEREFORE, in consideration of the above recitals, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                                  DEFINITIONS:

      The following terms shall have the following meanings for all purposes of
this Agreement and shall be equally applicable to both the singular and the
plural forms of the terms herein defined.

      "Advance" has the meaning set forth in Section 1.1 hereof.

      "Affiliate" of any Person means (i) any Person directly or indirectly
controlled by, controlling or under common control with such first Person and
(ii) any director or officer of such first Person or of any Person referred to
in clause (i) above. For the purposes of this definition "control" of any Person
includes (a) with respect to any corporation or other Person having voting
shares or the equivalent and elected directors, managers, or Persons performing
similar functions, the ownership or power to vote, directly or indirectly shares
or the equivalent representing 50% or more of the power to vote in the election
of directors, managers or Persons performing similar functions, (b) ownership of
50% or more of the equity or beneficial interest in any other entity and (c) the
ability to direct the business and affairs of any Person by acting as a general
partner, manager or otherwise.

      "Assignments" means the Assignment of Insurances and Assignment of
Charter, each in form and substance acceptable to the Lender.


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      "Business Day" means a day other than a Saturday or a Sunday or a day on
which commercial banks are authorized or required to be closed in New York, New
York.

      "Closing Date" means the date of this Agreement.

      "Commitment" means the lesser of (a) eighty percent (80%) of the Orderly
Liquidation Value of the Vessel as set forth in the most recent appraisal of the
Surveyor, and (b) USD 10,080,000.

      "Construction Note" means the promissory note of the Borrower
substantially in the form of Exhibit A-1 hereto.

      "Construction Period" means the period from the Closing Date through
October 31, 2001.

      "Contract Rate" has the meaning given that term in the Construction Note
and the Term Note, respectively.

      "Controlled Group" means a "controlled group of corporations" as defined
in Section 1563(a) of the Internal Revenue Code of 1986, as amended, without
regard to Section 1563(a)(4) and (e)(3)(c) of such Code, of which Borrower is a
part.

      "Conversion Date" means the date of the conversion of the Advances into
the Term Loan.

      "Dollars" or "USD" means lawful currency of the United States of America.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

      "Event of Default" has the meaning set forth in Article IV hereof.

      "Excluded Income Taxes" has the meaning set forth in Section 1.5(a)
hereof.

      "GAAP" means generally accepted accounting principles in effect from time
to time in the United States of America.

      "Governmental Agency" means any government or any state, department or
other political subdivision thereof or governmental body, agency, authority,
department or commission having jurisdiction over the Borrower or its properties
(including without limitation any court or tribunal) exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government and any corporation, partnership or other entity directly or
indirectly owned by the foregoing.

      "Guarantor" means Horizon Offshore, Inc., a Delaware corporation, and any
other Affiliate of the Borrower that guarantees the repayment of the Loan.

      "Guaranty" means the guaranty of the Guarantor dated the date hereof in
favor of the Lender in form and substance satisfactory to the Lender.


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      "Hazardous Substances" means petroleum and used oil, or any other
pollutant or contaminant, hazardous, dangerous or toxic waste, substance or
material as defined in the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, 42 U.S.C.ss.9601, et seq. (hereinafter
called "CERCLA"); the Resource Conservation and Recovery Act, as amended, 42
U.S.C.ss. 6901, et seq. (hereinafter called "RCRA"); the Toxic Substances
Control Act, as amended, 15 U.S.C.ss. 2601, et seq. (hereinafter called "TSCA");
the Hazardous Materials Transportation Act, as amended, 49 U.S.C.ss.1801, et
seq. (hereinafter called "HMTA"); the Oil Pollution Act of 1990, Pub.L. No.
101-380, 104 Stat. 484 (1990) (hereinafter called "OPA"); or any other statute,
law, ordinance, code or regulation of any Governmental Agency relating to or
imposing liability or standards of conduct concerning the use, production,
generation, treatment, storage, recycling, handling, transportation, release,
threatened release or disposal of any hazardous, dangerous or toxic waste,
substance or material, currently in effect or at any time hereafter adopted.

      "Indebtedness" of the Borrower means all items of indebtedness which, in
accordance with GAAP, would be included in determining liabilities as shown on
the liability side of a balance sheet of the Borrower, as of the date as of
which indebtedness and liabilities is to be determined and shall include all
indebtedness and liabilities of others assumed or guaranteed by the Borrower or
in respect of which the Borrower is secondarily or contingently liable (other
than by endorsement of instruments in the course of collection and performance
guarantees and similar transactions entered into in the ordinary course of
business) whether by reason of any agreement to acquire such indebtedness or to
supply or advance sums or otherwise but shall exclude deferred Taxes.

      "Indemnitee" means the Lender and its officers, directors, employees,
representatives, agents and Affiliates.

      "Loan" means the current principal amount and unpaid interest outstanding
under this Agreement.

      "Loan Documents" means the Notes, this Agreement, the Mortgage, the
Guaranty and the Assignments.

      "Material adverse effect" means having a material adverse effect on the
business, properties or condition (financial or otherwise) of the Borrower or
any Guarantor taken as a whole.

      "Maturity Date" means the tenth (10th) anniversary of the Conversion Date,
or such earlier date pursuant to Section 1.3(a) or Article IV hereof.

      "Mortgage" means the U.S. First Preferred Ship Mortgage on the Vessel, in
form and substance acceptable to the Lender.

      "Notice of Drawing" means the Notice of Drawing from the Borrower to the
Lender, substantially in the form of Exhibit B attached hereto and made a part
hereof.


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      "Orderly Liquidation Value" shall have the meaning customarily attributed
to it in the vessel appraisal industry at the time of the valuation, less the
estimated marshalling, stacking, reconditioning and sale expenses designed to
maximize the resale value of the Vessel, as determined by the Surveyor.

      "Payment Date" has the meaning set forth in Section 1.2(b) hereof.

      "Person" means any natural person, corporation, partnership, limited
liability company, firm, association, government, Governmental Agency or any
other entity other than the Borrower and whether acting in an individual,
fiduciary or other capacity.

      "Plan" means any employee pension benefit plan subject to Title IV of
ERISA and maintained by Borrower or any member of a Controlled Group, or any
such plan, to which Borrower or any member of a Controlled Group is required to
contribute on behalf of any of its employees.

      "Prepayment Premium" means the prepayment premiums required by Section
1.6(b) hereof.

      "Reportable Event" means a reportable event as defined in Section 4043 of
ERISA (29 U.S.C. ss. 1343), except events for which the notice provision has
been waived by the Pension Benefit Guaranty Corporation.

      "Responsible Officer" means the chief executive officer, the chief
financial officer or any other officer having principal responsibility for the
financial affairs of the Borrower or any Guarantor.

      "Surveyor" means Dufour, Laskay & Strouse, Inc., or other independent
marine surveyor selected by the Lender.

      "Taxes" has the meaning set forth in Section 1.5(a) of this Agreement.

      "Term Loan" means the permanent financing of the Vessel as set forth in
Section 1.1.

      "Term Note" means the promissory note of the Borrower substantially in the
form of Exhibit A-2 hereto.

      "Total Loss" means (i) the actual or constructive or compromised or
arranged total loss of the Vessel; or (ii) the requisition for title or other
compulsory acquisition of the Vessel otherwise than by requisition for hire; or
(iii) the capture, seizure, attachment, detention or confiscation of the Vessel
by any government or by persons acting or purporting to act on behalf of any
government unless the Vessel is released from such seizure, attachment,
detention or confiscation within thirty (30) days of the occurrence thereof. A
Total Loss shall be deemed to have occurred (a) in the event of an actual total
loss of the Vessel on the date of such loss, (b) in the event of damage to the
Vessel which results in a constructive or compromised or arranged total loss of
the Vessel on the date following the occurrence of the event giving rise to such
damage, or a date which is thirty (30) days thereafter, if the Borrower is
diligently pursuing a


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determination of such constructive or compromised or arranged total loss, or (c)
in the case of any event referred to in clauses (ii) or (iii) above, on the date
of the occurrence of such event.

                                   ARTICLE I.
                                    THE LOAN

      Section 1.1   ADVANCES AND CONVERSION.

      (a) Subject to the terms and conditions of Article II of this Agreement,
the Lender agrees to make up to three (3) advances (each an "Advance") to the
Borrower during the Construction Period in an aggregate principal amount up to
the Commitment. The Lender shall have no obligation to fund any Advance after
the Construction Period. The initial Advance shall be in an amount of USD
5,569,075. An interim Advance may be requested by the Borrower to reimburse the
Borrower for costs and expenses of the refurbishment of the Vessel (or for
direct payment of the invoices of suppliers and materialmen for the Vessel). The
third and final Advance may be made only for the reimbursement of costs and
expenses in connection with the completion of the Vessel's proposed
refurbishment.

      (b) The Borrower may convert the Advances to the Term Loan on the last day
of the Construction Period, or at any time during the Construction Period upon
three (3) days prior written notice to the Lender, subject to the conditions set
forth in Section 2.3 hereof. If the Borrower does not give notice of its
election to convert the Advance to the Term Loan, the Borrower shall repay the
Advances, and all accrued and unpaid interest and other amounts due and payable
hereunder, on the last day of the Construction Period.

      Section 1.2   NOTICE OF DRAWING.

         The Borrower shall make a request for an Advance by sending to the
Lender a written Notice of Drawing not later than 11:00 a.m., Dallas Time, two
(2) Business Days prior to the date on which the Advance is requested setting
forth the bank account or accounts to which the Advance is to be remitted. A
Notice of Drawing shall be irrevocable.

      Section 1.3   REPAYMENT.

      (a) If the Borrower has elected to convert the Advances to the Term Loan,
the repayment of principal of the Term Loan shall be governed by Section 1.3(b)
hereof and the provisions of the Term Note. If no such election is made, the
Borrower shall repay all principal amounts of the Advances, plus accrued and
unpaid interest and any other amounts due and payable hereunder, on the last day
of the Construction Period.

      (b) The Borrower shall repay the principal amount of and interest on the
Term Loan: (i) in one hundred nineteen (119) consecutive monthly installments in
an amount to be determined based on an amortization of the principal balance
thereof over one hundred twenty (120) months at the Contract Rate in effect as
of the Conversion Date, and (ii) a final installment on the Maturity Date in an
amount sufficient to discharge all remaining principal of the Term Note, accrued
and unpaid interest thereon, and any outstanding fees and expenses payable to
the Lender as of such date. Each such installment to be paid by the Borrower to
the Lender on a date


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(i) that is the first day of the month after the Conversion Date if the
Conversion Date is prior to the 15th day of a month, or (ii) that is the first
day of the second month after the Conversion Date if the Conversion Date is on
or after the 15th day of a month, and on the same day of each month thereafter
and ending on the Maturity Date (each such date a "Payment Date").

      (c) The Loan shall be evidenced by and repayable in accordance with the
terms hereof and of the Notes.

      Section 1.4   INTEREST.

      (a) During the Construction Period, interest shall accrue on the
outstanding principal amount of a Construction Note at the Contract Rate then in
effect pursuant to the terms of the Construction Note and shall be paid by the
Borrower on the first day of each month of the Construction Period. If there is
any outstanding interest accrued but unpaid on a Construction Note on the
Conversion Date, the Borrower shall either pay such amount on the Conversion
Date or repay such amount with the final Advance on such date, provided that the
total principal amount of all Advances hereunder shall not exceed the
Commitment. Interest shall accrue on the outstanding principal amount of the
Term Note at the Contract Rate then in effect pursuant to the terms of the Term
Note and shall be paid by the Borrower monthly in arrears on each Payment Date,
and on the Maturity Date in an amount sufficient to repay all accrued and unpaid
interest on the Loan.

      (b) Any amount of principal or any other amount due hereunder which is not
paid when due, whether at stated maturity, by acceleration or otherwise, shall
bear interest from the date when due until such amount is paid in full, payable
on demand, at an interest rate of eighteen (18%) per annum.

      (c) In no event shall any interest rate provided for in this Agreement or
the Notes exceed the maximum rate permitted by the then applicable law. It is
the intention of the parties hereto to strictly comply with applicable usury
laws; accordingly, it is agreed that, notwithstanding any provision to the
contrary in this Agreement, in the Notes, or in the other Loan Documents, in no
event shall this Agreement, the Notes, or the other Loan Documents be construed
to charge, contract for or require the payment or permit the collection of
interest in excess of the maximum amount permitted by applicable law. If any
such excess interest is contracted for, charged or received under this
Agreement, the Notes or the other Loan Documents, or in the event that all of
the principal balance shall be prepaid, so that under any of such circumstances
the amount of interest contracted for, charged or received on the principal
balance shall exceed the maximum amount of interest permitted by applicable law,
then in such event (i) the provisions of this Section 1.4(c) shall govern and
control, (ii) neither the Borrower nor any other person or entity now or
hereafter liable for the payment thereof shall be obligated to pay the amount of
such interest to the extent that it is in excess of the maximum amount of
interest permitted by applicable law, (iii) any such excess which may have been
collected shall be either applied as a credit against the then unpaid principal
balance or refunded to the Borrower, at the option of the Lender, and (iv) the
effective rate of interest shall be automatically reduced to the maximum lawful
contract rate allowed under applicable law as now or hereafter construed by the
courts having jurisdiction thereof. It is further agreed that without limitation
of


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the foregoing, all calculations of the rate of interest contracted for, charged
or received under this Agreement, the Notes and the other Loan Documents which
are made for the purpose of determining whether such rate exceeds the maximum
lawful contract rate, shall be made, to the extent permitted by applicable law,
by amortizing, prorating, allocating and spreading in equal parts during the
period of the full stated term of the indebtedness evidenced hereby, all
interest at any time contracted for, charged or received from the Borrower or
otherwise by the Lender in connection with such indebtedness; provided, however,
that if any applicable state law is amended or the law of the United States of
America preempts any applicable state law, so that it becomes lawful for the
Lender to receive a greater simple interest per annum rate than is presently
allowed, the Borrower agrees that, on the effective date of such amendment or
preemption as the case may be, the lawful maximum hereunder shall be increased
to the maximum simple interest per annum rate allowed by the higher of the
amended state law or the law of the United States of America.

      Section 1.5   PAYMENTS.

      (a) The payment obligations of the Borrower under the Notes and all other
amounts payable under this Agreement shall be paid to the Lender at such address
as the Lender may designate (not less than one (1) Business Day prior to the due
date therefor), not later than the close of business on the due date thereof, in
lawful money of the United States. All payments shall be made (i) without
set-off, counterclaim or condition and (ii) free and clear of, and without
deduction for or on account of, any present or future taxes, levies, duties,
imposts, charges, fees, deductions or withholdings of any nature ("Taxes"),
unless the Borrower is required by law or regulation to make payment subject to
any Taxes. In the event that the Borrower is required by law or regulation to
make any deduction or withholding on account of any Taxes from any payment due
under this Agreement, then: (a) the Borrower shall notify the Lender promptly as
soon as it becomes aware of such requirement and shall remit promptly the amount
of such Taxes to the appropriate taxation authority, and in any event prior to
the date on which penalties attach thereto; and (b) such payment shall be
increased by such amount as may be necessary to ensure that the Lender receives
a net amount, free and clear of all Taxes, equal to the full amount which the
Lender would have received had such payment not been subject to such Taxes
(other than Excluded Income Taxes as such term is defined below).
Notwithstanding the foregoing, the Borrower shall not be liable for, or required
to pay, any Taxes which are based on the overall income of the Lender or
franchise taxes imposed at any time on the Lender by any Governmental Agency
("Excluded Income Taxes"). Each such payment or reimbursement by the Borrower
shall be net of any credit or the value of any deduction received by the Lender
thereon to the extent that the same can be determined by the Lender (as
certified by the Lender to the Borrower, such certificate to be conclusive
absent manifest error). The Borrower shall indemnify the Lender against any
liability of the Lender in respect of such Taxes (other than Excluded Income
Taxes) and shall supply copies of applicable tax receipts.

      (b) If any payment to be made by the Borrower shall become due on a day
which is not a Business Day, such payment shall be made on the next succeeding
Business Day.

      (c) Each payment to be made on a Payment Date, and all prepayments, and
other payments shall be applied first to the payment of accrued and unpaid
interest on the Loan, then to


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the payment of all other amounts due under this Agreement and the other Loan
Documents, and the balance shall be applied to the payment of principal due
under the applicable Note in inverse order of payment.

      Section 1.6   PREPAYMENT.

(a)      MANDATORY PREPAYMENT.

            (i) TOTAL LOSS. If there shall have occurred a Total Loss, on the
      earlier of (x) the date insurance proceeds are received or (y) ninety (90)
      days after the date of occurrence of the Total Loss the Borrower shall
      either (A) provide as collateral a replacement vessel acceptable to the
      Lender which is of comparable or greater value to the lost Vessel, which
      replacement vessel will be added to the lien of the Mortgage or (B) prepay
      within five (5) days of the Lender's demand, a portion of the loan equal
      to the amount of the insurance proceeds received in respect of the Vessel
      or an amount equal to the value of the Vessel, as determined by the
      applicable stipulated loss value ascribed to the Vessel in the Borrower's
      insurance policies or any other method reasonably acceptable to the
      Lender.

            (ii) PARTIAL LOSS. If there shall have occurred loss or damage to
      the Vessel which does not rise to the level of a Total Loss, the
      underwriters may pay direct for the repair, salvage or other charges or,
      if the Borrower shall have first fully repaired the damage or paid all of
      the salvage or other charges, may pay the Borrower as reimbursement
      therefore; provided, however, that if such amounts are greater than USD
      50,000.00 and the Borrower shall not have fully repaired the damage or
      paid all of the salvage or other charges or if an Event of Default has
      occurred and is continuing, the underwriters shall not make such payment
      without first obtaining the written consent of the Lender. If the Lender
      does not so consent, all such proceeds shall be paid to the Lender for the
      purpose of prepaying amounts outstanding hereunder or under any other Loan
      Document.

            (iii) The Lender shall apply payments received pursuant to Section
      1.6(a)(i) in accordance with Section 1.5(c) hereof. No Prepayment Premium
      shall be payable with respect to any Mandatory Prepayment made by the
      Borrower pursuant to this Section 1.6(a).

      (b) VOLUNTARY PREPAYMENT. On any scheduled Payment Date after the
Conversion Date, and upon ten (10) days prior written notice to Lender, Borrower
may prepay the Term Note, in full only, by paying all: (a) outstanding
principal; plus (b) all accrued but unpaid interest; plus (c) all other
outstanding obligations hereunder or under any other Loan Documents; together
with (d) a prepayment premium equal to (1) three percent (3%) of the principal
amount prepaid if the Term Note is prepaid on or before the first (1st)
anniversary of the Conversion Date, (2) two percent (2%) of the principal amount
prepaid if the Term Note is prepaid after the first (1st) anniversary of the
Conversion Date but on or before the second (2nd) anniversary of the Conversion
Date, and (3) one percent (1%) of the principal amount prepaid if the Term Note
is prepaid after the second (2nd) anniversary of the Conversion Date but on or
before the third (3rd)


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anniversary of the Conversion Date. After the third (3rd) anniversary of the
Conversion Date the Term Note may be prepaid in full as provided above without
premium or penalty.

                                  ARTICLE II.
                              CONDITIONS PRECEDENT

      Section 2.1   CONDITIONS PRECEDENT TO INITIAL ADVANCE.

      The Lender's execution and delivery of this Agreement and the making of
the initial Advance hereunder are subject to the following conditions having
been satisfied in the reasonable opinion of the Lender on or prior to the date
the initial Advance is requested:

      (a) Each of this Agreement, the Construction Note and the other Loan
Documents, except the Term Note, shall have been duly authorized and executed
with original counterparts thereof delivered to the Lender.

      (b) The Borrower shall have delivered to the Lender evidence of good
standing, certificates of incumbency and duly certified resolutions of its Board
of Directors and all such other corporate documentation authorizing it to enter
into the transactions contemplated by this Agreement and the other Loan
Documents.

      (c) The representations and warranties contained in Article III of this
Agreement and in each other Loan Document shall be true on the Closing Date with
the same effect as though such representations and warranties had been made on
and as of such date, and no Event of Default specified in Article IV hereof and
no event which, with the lapse of time or the notice and lapse of time specified
in Article IV hereof, would become such an Event of Default, shall have occurred
and be continuing or shall have occurred at the completion of the making of the
Loan, and the Lender shall have received satisfactory certificates signed by
Responsible Officers of the Borrower, as to all questions of fact involved in
this condition.

      (d) There shall have been no material adverse change in the business,
financial condition or operations of the Borrower or the Guarantor since
December 31, 2000.

      (e) The Security Agreements shall have been duly executed and delivered
and all actions necessary to perfect the security interests created by the
Security Agreements shall have been taken.

      (f) All orders, consents, approvals, licenses, authorizations and
validations of, and filings, recordings and registrations with and exemptions by
any Governmental Agency or any Person (other than any routine filings which may
be required after the date hereof with appropriate governmental authorities in
connection with the operation of Vessel) required to (i) authorize the
execution, delivery and performance by the Borrower or the Guarantors of the
Loan Documents to which they are parties or (ii) prevent the execution, delivery
and performance by the Borrower or the Guarantors of the Loan Documents to which
they are parties from resulting in a breach of any of the terms or conditions
of, or resulting in the imposition of any lien, charge or encumbrance upon any
properties of the Borrower pursuant to, or constituting a default (with due
notice or lapse of time or both), or resulting in an occurrence of any event for


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which any holder or holders of Indebtedness may declare the same due and payable
under, any indenture, agreement, order, judgment or instrument under which the
Borrower or any Guarantor is a party (other than the Mortgage or the
Assignments) or to the Borrower's knowledge after due inquiry by which the
Borrower or its property may be bound or affected, or under the Certificates of
Incorporation or By-Laws of the Borrower, shall have been obtained or made.

      (g) The Lender shall have received an inspection report and appraisal of
the Vessel prepared by the Surveyor in form and substance satisfactory to the
Lender, estimating an Orderly Liquidation Value of the Vessel of no less than
USD 5,569,075 and evidence that the Borrower has paid such amount to acquire the
Vessel.

      (h) The Lender shall have received such other documents and instruments it
may reasonably request necessary to consummate the transactions described in
this Agreement, in each case in form and substance reasonably satisfactory to
it.

      (i) The Borrower shall have provided evidence of insurance maintained by
the Borrower on the Vessel required by the Mortgage accompanied by a report of
the Borrower's insurance broker that such insurance complies with the terms of
the Mortgage.

      (j) The Mortgage shall have been duly executed and delivered and all
actions necessary to perfect the security interest created by the Mortgage shall
have been taken.

      (k) The Borrower shall have reimbursed the Lender for the fees, costs and
expenses of the Lender as required by Section 5.7 hereof.

      Section 2.2   CONDITIONS TO EACH ADVANCE.

      Each Advance shall be subject to the following conditions having been
fulfilled unless waived in writing by the Lender:

      (a) If an Advance is made on a date after the Closing Date, the Borrower
shall have executed an Officer's Certificate representing and warranting that
each of the representations and warranties set out herein is true and correct as
of such date;

      (b) there shall not have occurred any Event of Default hereunder;

      (c) The Borrower shall deliver a Certificate, stating that (A) there have
been no occurrences which have or would adversely and materially affect the
condition of the Vessel, its hull or any of its component parts; (B) the amount
of the requested Advance is in accordance with the actual costs to the Borrower
of materials, supplies and labor for the refurbishment of the Vessel; and (C)
once the suppliers and subcontractors identified to the Lender by the Borrower
in writing are paid there will be no liens or encumbrances on the Vessel, its
hull or component parts for which the withdrawal is being requested except for
those already approved by the Lender. The Borrower shall also attach the
invoices and receipts supporting each proposed Advance to the satisfaction of
the Lender.


                                       11
<Page>

      (d) The Lender shall have received an inspection report and appraisal of
the Vessel prepared by the Surveyor in form and substance satisfactory to the
Lender, dated no earlier than fifteen (15) days prior to the requested Advance,
estimating an Orderly Liquidation Value of the Vessel not less than the sum of
the Initial Advance plus the requested Advance; provided that the Lender may
advance an amount in excess of such Orderly Liquidation Value in its sole
discretion at the request of the Borrower.

      (e) The Borrower shall have reimbursed the Lender for the fees, costs and
expenses of the Lender as required by Section 5.7 hereof.

      Section 2.3   CONDITIONS TO CONVERSION TO TERM LOAN.

      The conversion of Advances to the Term Loan shall be subject to the
following conditions having been fulfilled on the Conversion Date by the
Borrower unless waived in writing by the Lender:

      (a) the Lender shall have received from the Surveyor or other appraiser
selected by the Lender an appraisal of the Vessel in form and substance
acceptable to the Lender, dated no earlier than fifteen (15) days prior to the
Conversion Date, estimating an Orderly Liquidation Value of the Vessel of no
less than 125% of the total of all Advances;

      (b) the Borrower shall have delivered to the Lender a copy of a current
Confirmation of Class with respect to the Vessel issued by the American Bureau
of Shipping;

      (c) the Borrower shall have executed an Officer's Certificate representing
and warranting that each of the representations and warranties herein is true
and correct as of such date;

      (d) there shall not have occurred any Event of Default hereunder;

      (e) the Borrower shall have provided evidence of insurance maintained by
the Borrower on the Vessel required by the Mortgage if the terms of the
Borrower's insurances on the Vessel have been amended as a result of the
proposed refurbishment of the Vessel;

      (f) the Borrower shall have paid or shall pay with the proceeds of the
final Advance hereunder, the suppliers and subcontractors for the Vessel;

      (g) there shall not have occurred any material adverse change in the
business or financial condition of the Borrower or the Guarantor;

      (h) the Borrower shall have executed and delivered to the Lender the Term
Note; and

      (i) The Borrower shall have reimbursed the Lender for the fees, costs and
expenses of the Lender as required by Section 5.7 hereof.


                                       12
<Page>

      Section 2.4   WAIVER OF CONDITIONS PRECEDENT.

      All of the conditions precedent contained in this Article II are for the
sole benefit of the Lender and the Lender may waive any or all of them in its
absolute discretion.

                                  ARTICLE III.
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

      Section 3.1   REPRESENTATIONS.

      Borrower represents and warrants that:

      (a) It is a corporation duly incorporated and validly existing, in good
standing under the laws of the State of Delaware and has the requisite power and
authority (i) to carry on its business as presently conducted, (ii) to enter
into and perform its obligations under each Loan Document to which it is a
party, and (iii) to borrow moneys and guarantee the debts of others.

      (b) The execution, delivery and performance by it of each Loan Document to
which it is a party, and any other instrument or agreement provided for by this
Agreement, have been duly authorized by all necessary corporate action, do not
require stockholder, approval other than such as has been duly obtained or
given, do not or will not contravene any of the terms of its certificate of
incorporation or by-laws, and will not violate any provision of law or of any
order of any court or governmental agency if such violation would result in a
material adverse effect, or constitute (with or without notice or lapse of time
or both) a default under, or result (except as contemplated by this Agreement)
in the creation of any security interest, lien, charge or encumbrance upon any
of its properties or assets pursuant to, any agreement, indenture or other
instrument to which it is a party or by which it may be bound; this Agreement
and each Loan Document to which it is a party has been duly executed and
delivered by Borrower and constitutes its legal, valid and binding agreement or
instrument, enforceable in accordance with the respective terms thereof.

      (c) There are no suits or proceedings pending or to its knowledge
threatened against or affecting the Borrower which if adversely determined would
have a material adverse effect.

      (d) The principal place of business of the Borrower and the place where
all records relating to the transactions contemplated hereby, including records
relating to the operations of the Vessel are kept is 2500 City West Blvd., Suite
2200, Houston, Texas 77042.

      (e) Other than such as have been obtained, no license, consent, approval
of or filing or registration with any Governmental Agency or other regulatory
authority is required for the execution, delivery and performance of this
Agreement or any Loan Document or any instrument contemplated herein or therein.

      (f) No part of the proceeds of the Loan will be used for any purpose that
violates the provisions of any of Regulation T, U or X of the Board of Governors
of the Federal Reserve System or any other regulation of such Board of
Governors. The Borrower is not engaged in the business of extending credit to
others for the purpose of purchasing or carrying margin stock


                                       13
<Page>

within the meaning of Regulations T, U and X of the Board of Governors of the
Federal Reserve System. If requested by the Lender, the Borrower will furnish to
the Lender in connection with the Loan hereunder a statement in conformity with
the requirements of Federal Reserve Form U-1 referred to in said Regulation U.
Borrower is not an "investment company" or a company "controlled" by an
"investment company" (as each of such terms is defined or used in the Investment
Company Act of 1940, as amended). No proceeds of the Loan will be used to
acquire any security in any transaction the is subject to Sections 13 and 14 of
the Securities Exchange Act of 1934, as amended.

      (g) The Borrower has no subsidiaries.

      (h) The Borrower has filed or caused to be filed all tax returns required
by the United States of America, the state of its principal place of business
and the states where its business or operations require such filings which are
required to be filed and has paid or caused to be paid all taxes as shown on
such returns or on any assessment received by it to the extent that such taxes
have become due and except as to such taxes being contested in good faith by
appropriate proceedings for which adequate reserves are being maintained. The
Borrower has established reserves to the extent believed by it to be adequate
for the payment of additional taxes for years which have not been audited by the
respective tax authorities.

      (i)   (i) The Borrower has duly complied with, and the Vessel and its
      other properties and operations are in compliance with, the provisions of
      all applicable environmental, health and safety laws, codes and ordinances
      and all rules and regulations promulgated thereunder of all Governmental
      Agencies, the non-compliance with which would have a material adverse
      effect.

            (ii) As of the date of this Agreement, the Borrower has not received
      notice from any Governmental Agency, and has no knowledge, of any fact(s)
      which constitute a violation of any applicable environmental, health or
      safety laws, codes or ordinances, and any rules or regulations promulgated
      thereunder of all Governmental Agencies, which relate to the use or
      ownership of the Vessel or properties owned or operated by the Borrower.

            (iii) The Borrower has been issued all required permits, licenses,
      certificates and approvals of all Governmental Agencies relating to (a)
      air emissions, (b) discharges to surface water or ground water, (c) noise
      emissions, (d) solid or liquid waste disposal, (e) the use, generation,
      storage, transportation, treatment, recycling or disposal of Hazardous
      Substances or (f) other environmental, health or safety matters which are
      material and necessary for the ownership or operation of the Vessel or
      other properties owned or operated by the Borrower and such permits,
      licenses, certificates and approvals are in full force and effect on the
      date of this Agreement, except for such permits, licenses, certificates
      and approvals as to which the failure to have issued or to have in effect
      would not result in a material adverse effect.

            (iv) Except in accordance with a valid governmental permit, license,
      certificate or approval, there has been no spill or unauthorized discharge
      or release of any


                                       14
<Page>

      Hazardous Substance to the environment at, from, or as a result of any
      operations of the Vessel or other properties and operations owned or
      operated by the Borrower required to be reported to any Governmental
      Agency by the Borrower, which would result in a material adverse effect.

            (v) There has been no material complaint, compliance order,
      compliance schedule, notice letter, notice of citation or other similar
      notice from any applicable environmental agency delivered to the Borrower
      which concerns the operations of the Vessel or other properties owned or
      operated by the Borrower and which would result in a material adverse
      effect.

      (j) All representations and warranties made by the Borrower herein or
pursuant to any Loan Document or made in any certificate or written statement
delivered pursuant hereto or thereto (i) do not contain any untrue statement of
or omit to state a material fact necessary to make the statements contained
herein or therein not misleading and (ii) shall survive the making of the Loan
hereunder and the execution and delivery to the Lender of the Notes and any
other Loan Document.

      Section 3.2   AFFIRMATIVE COVENANTS.

      Until the payment in full of all amounts due under this Agreement and the
Notes by the Borrower, unless compliance shall have been waived by the Lender,
the Borrower agrees that:

      (a)   FINANCIAL STATEMENTS, REPORTS AND INSPECTION.

            (i)   The Borrower will furnish to the Lender:

                  (A) as soon as possible and in any event within three (3)
            Business Days after an officer of the Borrower has knowledge of the
            occurrence of any Event of Default or of any default in the
            performance of the Loan Documents, or any event which with the
            giving of notice or lapse of time, or both, would constitute an
            Event of Default or such a default, which is continuing on the date
            of such statement, the statement of the chief financial officer of
            the Borrower setting forth the details of such Event of Default or
            event or default and the action which the Borrower propose to take
            with respect thereto;

                  (B) as soon as available and in any event within forty-five
            (45) days after the close of each quarter of the Guarantor's fiscal
            years, a copy of the quarterly consolidated financial statements for
            the Guarantor, which shall be certified by the chief financial
            officer of the Guarantor;

                  (C) as soon as available and in any event within ninety (90)
            days after the close of the Guarantor's fiscal years, a copy of the
            annual consolidated financial statements for such year for the
            Guarantor prepared and certified by independent public accountants
            of recognized standing acceptable to the Lender;


                                       15
<Page>

                  (D) (x) as soon as possible, and in any event, within 30 days
            after the Borrower knows that any Reportable Event with respect to
            any Plan has occurred, a statement of an officer of the Borrower
            setting forth details as to such Reportable Event and the action
            which the Borrower proposes to take with respect thereto, together
            with a copy of the notice of such Reportable Event given to the
            Pension Benefit Guaranty Corporation if a copy of such notice is
            available to the Borrower and (y) promptly after receipt thereof a
            copy of any notice relating to a Reportable Event having a material
            adverse effect, the Borrower or any member of the Controlled Group
            may receive from the Pension Benefit Guaranty Corporation or the
            Internal Revenue Service with respect to any Plan; PROVIDED,
            HOWEVER, this Section 3.2(a)(i)(D)(y) shall not apply to notice of
            general application promulgated by the Department of Labor; and

                  (E) together with the financial statements required in (B) and
            (C) above, a Certificate of a Responsible Officer of the Borrower
            certifying that no Event of Default has occurred hereunder and that
            the representations and warranties contained in Section 3 are true
            and correct as of the date of such certificate.

            (ii) The Borrower will, upon request, furnish to the Lender such
      information as the Lender may reasonably request with respect to the
      business, affairs or condition (financial or otherwise) of the Borrower
      and will permit the Lender or its representatives at any reasonable time
      or times during normal business hours upon three (3) Business Days' prior
      notice, to inspect the properties of the Borrower, to inspect, audit and
      examine the books or records of the Borrower and to take extracts
      therefrom and will reimburse the Lender for all reasonable expenses
      incurred in connection therewith.

      (b) INSURANCE. During the Construction Period, the Borrower shall ensure
that the Builder has procured Hull and Machinery on the Vessel under
construction in such amounts and under such terms as are customary for the
vessel construction industry. The Borrower shall insure, or cause to be insured,
the Vessel pursuant to the terms of the Mortgage once the Vessel has been
delivered. The Borrower will promptly notify the Lender of any material changes
in such insurances or any change in the underwriters or clubs providing such
insurances. The Borrower shall annually but no later than the anniversary of the
date of this Agreement furnish the Lender with evidence of all such insurance
policies currently in force.

      (c) MAINTENANCE OF EXISTENCE; CONDUCT OF BUSINESS. The Borrower will
preserve and maintain its corporate existence, its business as presently
conducted, and all of its rights, privileges and franchises necessary or
desirable in the normal conduct of said business, and will conduct its
businesses in an orderly, efficient and regular manner.

      (d) FINANCIAL RECORDS. The Borrower will keep books of record and account
in which proper entries will be made of its
transactions in accordance with GAAP.


                                       16
<Page>

      (e) MAINTENANCE OF VESSEL. The Borrower will maintain, or cause to be
maintained, the Vessel in the highest classification for such vessels of the
American Bureau of Shipping or such other classification society as the Lender
may approve.

      (f) ENVIRONMENTAL COMPLIANCE.

            (i) The Borrower will comply with, and will use its best efforts to
      cause its agents, contractors and sub-contractors (while such Persons are
      acting within the scope of their contractual relationship with the
      Borrower) to so comply with (i) all material and applicable environmental,
      health and safety laws, codes and ordinances, and all rules and
      regulations promulgated thereunder of all Governmental Agencies and (ii)
      the terms and conditions of all applicable permits, licenses, certificates
      and approvals of all Governmental Agencies now or hereafter granted or
      obtained with respect to the Vessel or other properties owned or operated
      by the Borrower unless such compliance would violate the laws or
      regulations of the jurisdictions in which the Vessel is located or
      operating.

            (ii) The Borrower will use its best efforts and safety practices to
      prevent the material and unauthorized release, discharge, disposal, escape
      or spill of Hazardous Substances on or about the Vessel or other
      properties owned or operated by the Borrower.

      (g) ENVIRONMENTAL NOTIFICATIONS. The Borrower shall notify the Lender, in
writing, within five (5) Business Days of any of the following events occurring
after the date of this Agreement:

            (i) Any written notification made by the Borrower to any U.S. or
      foreign federal, state or local environmental agency required under any
      federal, state or local environmental statute, regulation or ordinance
      relating to a material spill or material unauthorized discharge or
      material release of any Hazardous Substance to the environment at, from,
      or as a result of any operations on, the Vessel or other properties owned
      or operated by the Borrower;

            (ii) Knowledge by an officer of the Borrower of receipt of service
      by the Borrower of any complaint, compliance order, compliance schedule,
      notice letter, notice of material violation, citation or other similar
      notice or any judicial demand by any U.S. or foreign court, federal, state
      or local environmental agency, alleging (A) any material spill,
      unauthorized discharge or release of any Hazardous Substance to the
      environment from, or as a result of the operations on, the Vessel or other
      properties owned or operated by the Borrower, or (B) material violations
      of applicable laws, regulations or permits regarding the generation,
      storage, handling, treatment, transportation, recycling, release or
      disposal of Hazardous Substances on or as a result of operations on the
      Vessel or other properties owned or operated by the Borrower.

            (iii) It is understood by the parties hereto that the above
      mentioned notices are solely for the Lender's information, may not
      otherwise be required by any U.S. or foreign


                                       17
<Page>

      federal, state or local environmental laws, regulations or ordinances, and
      are to be considered confidential information by the Lender.

            (iv) The term "environmental agency" as used herein shall include,
      but not be limited to, the United States Environmental Protection Agency,
      the United States Coast Guard, the United States Department of
      Transportation (in its administration of the Hazardous Materials
      Transportation Act, 49 U.S.C. Sec. 1801, et seq.) and other analogous or
      similar Governmental Agencies regulating or administering statutes,
      regulations or ordinances relating to or imposing liability or standards
      of conduct concerning the generation, storage, use, production,
      transportation, handling, treatment, recycling, release or disposal of any
      Hazardous Substance.

      (h) ENVIRONMENTAL INDEMNIFICATION.

            (i) The Borrower hereby agrees to indemnify and hold the Indemnitees
      harmless from and against any and all claims, losses, liability, damages
      and injuries of any kind whatsoever asserted against any Indemnitee with
      respect to or as a direct result of the presence, escape, seepage,
      spillage, release, leaking, discharge or migration from the Vessel or
      other properties owned or operated by the Borrower of any Hazardous
      Substance, including without limitation, any claims asserted or arising
      under any applicable environmental, health and safety laws, codes and
      ordinances, and all rules and regulations promulgated thereunder of all
      Governmental Agencies, whether or not caused by or within the control of
      the Borrower.

            (ii) It is the parties' understanding that neither the Lender nor
      any other Indemnitee does now, has never and does not intend in the future
      to exercise any operational control or maintenance over the Vessel or any
      other properties owned or operated by the Borrower, nor has any of them in
      the past, presently, or intends in the future to, maintain an ownership
      interest in the Vessel or any other properties owned or operated by the
      Borrower except as may arise upon enforcement of the Lender's rights under
      the Mortgage or the Assignments.

            (iii) Should, however, the Lender or any other Indemnitee hereafter
      exercise any ownership interest in or operational control over the Vessel
      or any other properties owned or operated by the Borrower, e.g., including
      but not limited to, through foreclosure, then the above stated indemnity
      and hold harmless shall be limited with respect to any actions or failures
      to act by the Lender or other Indemnitee subsequent to exercising such
      interest or operational control, to the extent such action or inaction by
      the Lender or other Indemnitee is admitted by the Lender or other
      Indemnitee or is found by a court of competent jurisdiction to have caused
      or made worse any condition for which liability is asserted, including but
      not limited to, the presence, escape, seepage, spillage, leaking,
      discharge or migration on or from the Vessel or other properties owned or
      operated by the Borrower of any Hazardous Substance.

            (iv) The indemnity and hold harmless contained in this Section
      3.2(i) shall not extend to the Lender or any other Indemnitee in its
      capacity as an equity investor in the


                                       18
<Page>

      Borrower or as an owner of any property or interest as to which the
      Borrower is also an owner but only to the such Indemnitee's capacity as a
      lender or a holder of security interests.

      (i) Notification of Total Loss. In the event of any Total Loss or
requisition of the Vessel, the Borrower shall give written or telefax notice to
the Lender not later than ten (10) days after it has actual knowledge of such
occurrence.

      Section 3.3   NEGATIVE COVENANTS.

      Until the payment in full of all amounts due under this Agreement and the
Notes by the Borrower, the Borrower agrees that it will not without the prior
written consent of the Lender:

      (a) LIENS AND PERMITTED LIENS. Create, incur, assume or suffer to exist
any lien (including any encumbrance or security interest) of any kind upon the
Vessel, except for the liens and other encumbrances set forth below (the
"Permitted Liens"):

            (i) liens for Taxes not at the time delinquent or thereafter payable
      without penalty or being contested in good faith, provided provision is
      made to the extent required by GAAP for the eventual payment thereof in
      the event it is found that such are payable by the Borrower;

            (ii) liens of carriers, warehousemen, mechanics, materialmen and
      landlords incurred in the ordinary course of business for sums not overdue
      or being contested in good faith, provided provision is made to the extent
      required by GAAP for the eventual payment thereof in the event it is found
      that such sums are payable by the Borrower;

            (iii) maritime liens:

                  (A) arising in the ordinary course of business by operation of
            law of which Borrower is unaware or that are being contested in good
            faith by appropriate proceedings and for which reserves have been
            made to the reasonable satisfaction of the Lender or

                  (B) arising in connection with salvage and general average; or

                  (C) arising in connection with crew wages claimed but not
            paid;

            (iv) liens incurred in the ordinary course of business in connection
      with worker's compensation, unemployment insurance or other forms of
      governmental insurance or benefits, or to secure performance of tenders
      and statutory obligations entered into in the ordinary course of business
      or to secure obligations on surety or appeal bonds in the ordinary course
      of business or easements, rights of way and similar encumbrances incurred
      in the ordinary course of business and not interfering with the ordinary
      conduct of the business of the Borrower;


                                       19
<Page>

            (v) judgment liens in existence less than thirty (30) days after the
      entry thereof or with respect to which execution has been stayed or the
      payment of which is covered in full by insurance; and

            (vi) liens required by the terms of this Agreement.

      (b) CONSOLIDATION, MERGER, ETC. Consolidate with or merge with, or sell
(whether in one transaction or in a series of transactions) all or substantially
all of its assets to any Person, except for mergers or consolidations with
affiliates or subsidiaries of the Borrower.

      (c) INDEBTEDNESS. Incur any Indebtedness, except:

            (i) the Loan;

            (ii) Indebtedness on the date hereof (including undrawn commitments
      thereunder and extensions and renewals thereof);

            (iii) accounts payable and accrued liabilities incurred in the
      ordinary course of business;

            (iv) letters of credit, performance and bid bonds obtained by the
      Borrower in the ordinary course of their business;

            (v) supersedeas bonds obtained by the Borrower in the ordinary
      course of their business;

            (vi) indebtedness secured by liens on vessels and related collateral
      and other real and personal property owned by the Borrower, other than the
      Vessel.

      (d) REPORTABLE EVENT. Cause or allow to occur a Reportable Event.

      (e) CHANGE OF LEGAL STRUCTURE. Cause or allow to occur any material change
in its present Certificate of Incorporation or By-Laws that would adversely
affect the rights of the Lender or change its jurisdiction of incorporation.

      (f) CHANGE OF PLACE OF BUSINESS. Make any change in the address of its
principal place of business or its chief executive office except upon thirty
(30) days' prior written notice to the Lender.

      (g) MANAGEMENT OF VESSEL. Change the flag, class, ownership, management or
control of the Vessel.

      (h) SALE OF VESSEL, ETC. Sell, transfer or assign the Vessel unless on
commercially reasonable terms; and provided that the proceeds of any sale are
used to prepay the Loan; and provided that no such sale may be made before the
second anniversary of the Closing Date.

      (i) COMPLIANCE WITH FEDERAL RESERVE BOARD REGULATIONS. No part of the
proceeds of the Loan will be used, directly or indirectly, for the purpose of
purchasing or carrying any


                                       20
<Page>

margin security within the meaning of Regulation U of the Board of Governors of
the Federal Reserve System, or for the purpose of purchasing or carrying or
trading in any securities under such circumstances as to involve the Borrower in
a violation of Regulation X of said Board or the Lender in a violation of
Regulation U of said Board. In particular, without limitation of the foregoing,
the Borrower will not use any part of the proceeds of the Loan to be made
hereunder to acquire for itself or for any other person any publicly-held
securities of any kind. The assets of the Borrower do not and will not include
any margin securities, and the Borrower has no present intention of acquiring
any margin securities. As used in this Section 3.3(j), the terms "margin
security" and "purpose of purchasing or carrying" shall have the meanings
assigned to them in the aforesaid Regulation U, and the term "publicly-held", in
respect of securities, shall have the meaning assigned to it in Section 220.7(a)
of Regulation T of said Board. If requested by the Lender, the Borrower will
furnish to the Lender a statement or statements in conformity with the
requirements of Federal Reserve Form U-1 referred to in said Regulation U.

      (j) CONTRACTS WITH AFFILIATES. Enter into any transaction with any
director, officer, employee, shareholder or Affiliate of the Borrower except on
terms no less favorable to the Borrower than the Borrower could obtain in an
arms length transaction with Persons not affiliated with the Borrower.

      (k) CHANGE OF OWNERSHIP. Cause or allow to occur any material change in
its present stock ownership.

      (l) DIVIDENDS. Make any dividend payments or other distributions to its
stockholders or redeem or otherwise acquire any of its stock.

      (m) VESSEL LOCATION. Cause or allow the Vessel to be operated in any area
not covered by the insurance policies required under the Mortgage, or in any
country for which exports or transactions are subject to specific restrictions
under United States export laws.

                                  ARTICLE IV.
                                EVENTS OF DEFAULT

      If any of the following events shall occur and be continuing (each an
"Event of Default"):

      (a) the Borrower shall fail to pay any principal of or interest on the
Note;

      (b) the Borrower breaches any of its obligations to insure the Vessel in
accordance with the terms of the Mortgage;

      (c) any representation or warranty made by the Borrower herein or made in
any certificate or financial statement furnished to the Lender hereunder or
under any of the Loan Documents shall prove to have been incorrect in any
material respect when made;

      (d) default in the performance of any agreement, covenant, term or
condition contained herein or in any Loan Document to be performed by the
Borrower other than (a) or (b) above, if such default has continued for ten (10)
Business Days after notice thereof by the Lender to the Borrower;


                                       21
<Page>

      (e) an event of default under any other loan agreement, credit agreement,
security agreement, guaranty agreement or lease agreement now existing or
hereafter entered into by the Borrower in an aggregate amount in excess of USD
100,000.00 shall not have been remedied within any stated grace periods or is
being contested in good faith.

      (f) any of the following Events of Default shall occur:

            (i) the entry by a court of competent jurisdiction of one or more
      final judgments against the Borrower in an uninsured or unindemnified
      aggregate amount in excess of USD 150,000.00 which is not discharged,
      waived, appealed, stayed, bonded or satisfied for a period of thirty (30)
      consecutive days;

            (ii) the entry by a court having jurisdiction in the premises of (A)
      a decree or order for relief in respect of the Borrower in an involuntary
      case or proceeding under U.S. bankruptcy laws, as now or hereafter
      constituted, or any other applicable Federal, state, or foreign
      bankruptcy, insolvency, or other similar law or (B) a decree or order
      adjudging the Borrower a bankrupt or insolvent, or approving as properly
      filed a petition seeking reorganization, arrangement, adjustment or
      composition of or in respect of the Borrower under U.S. bankruptcy laws,
      as now or hereafter constituted, or any other applicable Federal, state or
      foreign bankruptcy, insolvency, or similar law, or appointing a custodian,
      receiver, liquidator, assignee, trustee, sequestrator or other similar
      official of the Borrower or of any substantial part of the property or
      assets of the Borrower, or ordering the winding up or liquidation of the
      affairs of the Borrower, and the continuance of any such decree or order
      for relief or any such other decree or order unstayed and in effect for a
      period of sixty (60) consecutive days; or

            (iii) (A) the commencement by the Borrower of a voluntary case or
      proceeding under U.S. bankruptcy laws, as now or hereafter constituted, or
      any other applicable Federal, state or foreign bankruptcy, insolvency or
      other similar law or of any other case or proceeding to be adjudicated a
      bankrupt or insolvent; or (B) the consent by the Borrower to the entry of
      a decree or order for relief in respect of the Borrower in an involuntary
      case or proceeding under U.S. bankruptcy laws, as now or hereafter
      constituted, or any other applicable Federal, state, or foreign
      bankruptcy, insolvency or other similar law or to the commencement of any
      bankruptcy or insolvency case or proceeding against the Borrower; or (C)
      the filing by the Borrower of a petition or answer or consent seeking
      reorganization or relief under U.S. bankruptcy laws, as now or hereafter
      constituted, or any other applicable Federal, state or foreign bankruptcy,
      insolvency or other similar law; or (D) the consent by the Borrower to the
      filing of such petition or to the appointment of or taking possession by a
      custodian, receiver, liquidator, assignee, trustee, sequestrator or
      similar official of the Borrower or of any substantial part of the
      Property or assets of the Borrower or of any substantial part of the
      Property or assets of the Borrower, or the making by the Borrower of an
      assignment for the benefit of creditors; or (E) the admission by the
      Borrower in writing of its inability to pay its debts generally as they
      become due; or (F) the taking of corporate action by the Borrower in
      furtherance of any such action, or


                                       22
<Page>

      (g) a default or Event of Default occurs under any agreement between the
Lender and any Guarantor.

then the Lender may by written notice to the Borrower (1) immediately terminate
the commitment of the Lender hereunder; (2) declare the principal of, and
interest accrued to the date of such declaration on, the Notes together with all
other amounts due hereunder or under any of the Loan Documents, to be forthwith
due and payable, whereupon the same shall become forthwith due and payable
(provided, however, no notice or declaration shall be required and such amounts
shall be immediately due and payable upon the occurrence of an event described
in Article IV(e)(iii) or (iv) hereof) and (3) exercise any remedies to which it
may be entitled by any Loan Document or by applicable law.

                                   ARTICLE V.
                                  MISCELLANEOUS

      Section 5.1   NOTICES.

      All notices, requests and demands shall be in writing (including
telecopier transmission) given to or made upon the respective parties hereto as
follows:

In the case of the Borrower, at

         Horizon Offshore, Inc.
         2500 City West Blvd., Suite 2200
         Houston, Texas  77042
         Attention: Chief Financial Officer
         Fax No.:   (713) 361-2677

In the case of the Lender, at

         General Electric Capital Corporation
         One Lincoln Centre
         5400 LBJ Freeway, Suite 1280
         Dallas, Texas  75240
         Attention: Senior Risk Manager
         Fax No.:   (972) 991-6339

or in such other manner as any party hereto shall designate by written notice to
the other parties hereto. All such notices shall be effective upon delivery or
three (3) days after being deposited in the United States mail with postage
prepaid certified, return receipt requested in a correctly addressed wrapper, or
upon receipt if delivered to Federal Express or similar courier company or
transmitted by telefax during normal business hours. All notices, demands,
requests, communications and other documents delivered hereunder or under the
Loan Documents, unless submitted in the English language, shall be accompanied
by a certified English translation thereof.


                                       23
<Page>

      Section 5.2   NO WAIVER.

      No failure on the part of the Lender to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise by the Lender of any right hereunder preclude any
other or further exercise thereof or the exercise of any other right.

      Section 5.3   APPLICABLE LAW AND JURISDICTION.

      (a) THIS AGREEMENT AND THE LOAN DOCUMENTS PROVIDED FOR HEREIN (INCLUDING,
BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF AND THEREOF) SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
OTHER THAN CONFLICT OF LAWS RULES THEREOF. Any legal action or proceeding
against the Borrower with respect to this Agreement or any Loan Document may be
brought in the courts of the State of New York, the U.S. Federal Courts in such
state, sitting in the County of New York, or in the courts of any other
jurisdiction where such action or proceeding may be properly brought, and the
Borrower hereby irrevocably accepts the jurisdiction and venue of such courts
for the purpose of any action or proceeding. To the extent that the Borrower has
or hereafter may acquire any immunity from jurisdiction of any court or from any
legal process (whether through service of notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) with respect to either
itself or its property, the Borrower hereby irrevocably waives such immunity in
respect of its obligations under this Agreement and the other Loan Documents.

      (b) THE LENDER AND THE BORROWER IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT, THE NOTE OR THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.

      Section 5.4   SEVERABILITY.

      In the event that any provision of this Agreement is held to be void or
unenforceable in any jurisdiction, all other provisions shall remain unaffected
and be enforceable in accordance with their terms in such jurisdiction, and all
provisions of this Agreement shall remain unaffected and shall be enforceable in
accordance with their terms in all other jurisdictions.

      Section 5.5   AMENDMENT.

      Neither this Agreement nor any provision hereof, including without
limitation this Section 5.5, may be amended, modified, waived, discharged or
terminated orally, but only by an instrument in writing signed by the parties
hereto. This Agreement shall be binding upon and inure to the benefit of the
Borrower and the Lender, and their respective successors and assigns, except
that the Borrower shall not have the right to assign their rights hereunder or
any interest herein without the prior written consent of the Lender.


                                       24
<Page>

      Section 5.6   ASSIGNMENT AND PARTICIPATION.

      This Agreement and the Notes may be assigned, in whole or in part, by
Lender without notice to Borrower, and Borrower hereby waives and agrees not to
assert against any assignee thereof any defense, counterclaim, right of set-off
or cross-complaint Borrower may have against Lender for any reason whatsoever,
agreeing that Lender shall be solely responsible therefor.

      Section 5.7   FEES, COSTS, EXPENSES AND TAXES.

      The Borrower agrees to pay on demand all reasonable fees, costs and
expenses in connection (i) with the preparation, execution, delivery,
administration, amendment and enforcement of this Agreement, the Notes, the
other Loan Documents and any other documents to be delivered hereunder and
thereunder (including, without limitation, the appraisal and inspection reports
required hereunder) and any amendment, modification or supplement hereto or
thereto, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Lender, and any special counsel associated with
them, and with respect thereto and the filing of any document or instrument in
connection with any of the foregoing, (ii) with respect to reasonable fees and
out of pocket expenses of counsel for advising the Lender as to its rights and
responsibilities under this Agreement and the transactions contemplated thereby
after an Event of Default or an event which, with the giving of notice or lapse
of time, or both, shall have occurred, (iii) with any filing or recording of any
document or instrument, and (iv) the costs of any inspection reports and
appraisals required under this Agreement. In addition, the Borrower shall pay
any and all stamp and other taxes (including, without limitation penalties and
interest assessed thereon) other than Excluded Income Taxes payable or
determined to be payable in connection with the execution, delivery or
performance of this Agreement and the Loan Documents and any other documents to
be delivered hereunder and thereunder and agrees to save the Lender harmless
from and against any and all liabilities with respect to or resulting from any
delay in paying or omission to pay such taxes.

      Section 5.8   COUNTERPARTS.

      This Agreement may be executed in two or more counterparts, each of which
shall constitute an original, but all of which, when taken together, shall
constitute but one instrument.

      Section 5.9   SECTION HEADINGS.

      The headings of the various Sections and subsections of this Agreement are
for convenience of reference only and shall not define or limit any of the terms
or provisions hereof.

      Section 5.10 MERGER.

      THIS AGREEMENT AND THE LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT BETWEEN
THE BORROWER AND THE LENDER AND SUPERSEDE ALL PRIOR AGREEMENTS, REPRESENTATIONS
AND UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF.


                                       25
<Page>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


                                            HORIZON VESSELS, INC.

                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------


                                            GENERAL ELECTRIC CAPITAL CORPORATION

                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------


                                       26
<Page>

                                   EXHIBIT A-1

                                 PROMISSORY NOTE

                                 June ___, 2001

      FOR VALUE RECEIVED, HORIZON VESSELS, INC. located at the address stated
below ("MAKER") promises (jointly and severally, if more than one) to pay upon
demand to the order of General Electric Capital Corporation (together with its
successors and assigns, if any, hereinafter called "PAYEE") at its office
located at One Lincoln Centre, 5400 LBJ Freeway Suite 1280, L.B. 3 Dallas, TX
75240 or at such other place as Payee or the holder hereof may designate, the
principal sum of Five Million Five Hundred Sixty-Nine Thousand Seventy-Five and
no/100 Dollars ($5,569,075), with interest thereon, from the date hereof through
and including the dates of payment, at the floating per annum simple interest
rate ("Contract Rate") calculated as hereinafter set forth. The Contract Rate
shall be adjusted once each calendar month, and such adjustment shall be
effective during the adjustment period ("Adjustment Period") as hereinafter
defined. Each Adjustment Period shall commence at the close of business on the
first day of a calendar month and shall continue through the same day of the
next succeeding calendar month. The Contract Rate for each Adjustment Period
shall be equal to the sum of (i) two and 45/100 percent (2.45%) per annum plus
(ii) a variable per annum interest rate, which shall be equal to the rate listed
for "1-Month" Commercial Paper under the column indicating an average rate as
stated in the Federal Reserve Statistical Release H.15 (519) for the second
calendar month ("Current CPR") preceding the calendar month in which the
Adjustment Period commences. If, for any reason whatsoever, the Federal Reserve
Statistical Release H.15 (519) is no longer published, the Current CPR shall be
equal to the latest Commercial Paper Rate for high grade unsecured notes of 30
days maturity sold through dealers by major corporations in multiples of $1,000,
as indicated in the "Money Rates" column of the Wall Street Journal, Eastern
Edition, published on the first Business Day of the calendar month preceding the
month in which the interest payment being adjusted shall be due and payable.

      The Maker shall, without demand, pay to Payee on the first day of each
calendar month, until such time as this Note has been paid in full, all interest
accrued hereunder during the preceding calendar month.

The Maker hereby expressly authorizes the Payee to insert the date value is
actually given in the blank space on the face hereof and on all related
documents pertaining hereto.

      This Note is given in connection with and secured by a certain U.S. First
Preferred Ship Mortgage, dated as of June ___, 2001 between Payee and the Maker
(the "Mortgage) and that certain Loan Agreement, dated June ___, 2001 between
Payee and Maker (which, together with the Mortgage shall be referred to as the
"AGREEMENT").

      All payments shall be paid in lawful money of the United States. The
acceptance by Payee or the holder hereof of any payment which is less than
payment in full of all amounts due and owing at such time shall not constitute a
waiver of Payee's or the holder's right to receive payment in full at such time
or at any prior or subsequent time. All payments shall be applied first to
interest and then to principal.


                                       1
<Page>

      Time is of the essence hereof. If any payment of principal and interest
or any other sum due under this Note or the Agreement is not paid within ten
(10) business days after its due date, the Undersigned agrees to pay a late
charge of five cents ($.05) per dollar on, and in addition to, the amount of
each such payment, but not exceeding any lawful maximum. The Maker agrees that
upon the failure of the Maker to make payment of any amount due hereunder within
ten (10) business days after demand or the same becomes due and payable or upon
the happening of any Default under the Agreement, the entire principal sum
remaining unpaid, together with all accrued interest thereon and any other sum
payable under this Note or the Agreement, shall, at the election of Payee or the
holder hereof, immediately become due and payable, with interest thereon at 18%
per annum or the highest rate allowable by law (whichever is lower) from the
date of such accelerated maturity until paid.

      The Maker and all sureties, endorsers, guarantors or any others who may at
any time become liable for the payment hereof jointly and severally consent of,
and all substitutions or releases of security or of any party primarily or
secondarily liable on this Note or the Agreement or any term and provision of
either, which may be made, granted or consented to by Payee or the holder
hereof, and agree that suit may be brought and maintained against any one or
more of them, at the election of Payee or the holder hereof, without joinder of
any other as a party thereto, and that Payee or the holder hereof shall not be
required first to foreclose, proceed against, or exhaust any security hereof in
order to enforce payment of this Note. The Maker and all sureties, endorsers,
guarantors or any others who may at any time become liable for the payment
hereof jointly and severally hereby waive presentment, demand for payment,
notice of nonpayment, protest, notice of protest, notice of dishonor, and all
other notices in connection herewith, as well as filing of suit (if permitted by
law) and diligence in collecting this Note or enforcing any of the security
hereof, and agree to pay (if permitted by law) all expenses incurred in
collection, including Payees actual attorney's fees if placed with an attorney
for the collection hereof, or if prohibited by law, such lesser sum as may not
be so prohibited, and hereby waive all benefits of valuation, appraisement and
exemption laws.

      Notwithstanding the foregoing, in no event shall the interest to be
charged hereunder exceed the maximum which Payee is lawfully entitled to collect
from the Maker.

                                          HORIZON VESSELS, INC.


                                          By:
----------------------------------           -----------------------------------
(Witness)
                                          Name:
----------------------------------             ---------------------------------
(Print Name)
                                          Title:
----------------------------------              --------------------------------
(Address)
                                          Address: 2500 City West Boulevard,
                                                   Suite 2200
                                                   Houston, Texas 77042

                                       2

<Page>

                                   EXHIBIT A-2

                                 PROMISSORY NOTE

                                __________, 2001

FOR VALUE RECEIVED, HORIZON VESSELS, INC. a corporation located at the address
stated below ("MAKER") promises, jointly and severally if more than one, to pay
to the order of GENERAL ELECTRIC CAPITAL CORPORATION or any subsequent holder
hereof (each, a "PAYEE") at its office located at ONE LINCOLN CENTRE, 5400 LBJ
FREEWAY SUITE 1280, L.B. 3, DALLAS, TX 75240 or at such other place as Payee or
the holder hereof may designate, the principal sum of AND __/100 DOLLARS
($_____________), with interest on the unpaid principal balance, from the date
hereof through and including dates of payment, at a floating per annum simple
interest rate ("Contract Rate") as hereinafter calculated.

The Contract Rate for a given period (the "Effective Period") shall be equal to
the sum of (i) two and 45/100 percent (2.45%) per annum plus (ii) a variable per
annum interest rate ("Current CPR") which shall be equal to the rate listed for
"1-Month" Commercial Paper under the column indicating an average rate for the
second calendar month preceding the month in which the Effective Period ends, as
stated in the Federal Reserve Statistical Release H.15 (519) published in the
calendar month preceding the month in which the Effective Period ends. The first
Effective Period shall begin on the date hereof, and shall continue through the
earlier of (w) the date the first Periodic Installment (or part thereof) is
received by Payee and (x) the date on which the first Periodic Installment is
due. Each subsequent Effective Period shall begin on the day after the last day
of the previous Effective Period and shall continue through the earlier of (y)
the date the earliest due and unpaid Periodic Installment (or part thereof) is
received by Payee and (z) the date on which the next Periodic Installment is due
after the beginning of the current Effective Period.

If, for any reason whatsoever, the Federal Reserve Statistical Release H.15
(519) is no longer published, the Current CPR shall be equal to the latest
Commercial Paper Rate for high grade unsecured notes of 30 days maturity sold
through dealers by major corporations in multiples of $1,000, as indicated in
the "Money Rates" column of the Wall Street Journal, Eastern Edition, published
on the first Business Day of the calendar month in which the Effective Period
ends. As used herein, the term "Business Day" shall mean and include any
calendar day other than a day on which all commercial banks in the City of New
York, New York are required or authorized to be closed.

Subject to the other provisions hereof, the principal and interest on this Note
is payable in lawful money of the United States in one hundred nineteen (119)
consecutive monthly installments as follows:

<Table>
<Caption>
            Periodic
           Installment               Amount
           ---------------------------------
           <S>                       <C>

           1-119                     $____________
</Table>


                                       1
<Page>

each ("Periodic Installment") and a final installment which shall be in the
amount of the total outstanding unpaid principal and interest. The first
Periodic Installment shall be due and payable on _______________, 2001 and the
following Periodic Installments shall be due and payable on the same day of each
succeeding period (each, a "Payment Date"). All payments shall be applied first
to interest and then to principal. The acceptance by Payee of any payment which
is less than payment in full of all amounts due and owing at such time shall not
constitute a waiver of Payee's right to receive payment in full at such time or
at any prior or subsequent time. Interest shall be calculated on the basis of a
365 day year (366 day leap year) and will be charged at the Contract Rate for
each calendar day on which any principal is outstanding.

The amount and number of the Periodic Installments will not change with
fluctuations in the Contract Rate. Any increase in the Contract Rate shall be
reflected by a corresponding decrease in the portion of the Periodic Installment
credited to the remaining unpaid principal balance. Any decrease in the Contract
Rate shall be reflected as a corresponding increase in the portion of the
Periodic Installment credited to the remaining unpaid principal balance.
Notwithstanding the foregoing, at the end of each three (3) month period
commencing with the first Payment Date hereof, Maker agrees to pay to Payee
forthwith an additional sum ("Quarterly Payment") sufficient to amortize the
unpaid principal over the balance of the original term hereof at the Contract
Rate applicable for the first Periodic Installment.

If, and for so long as, the amount of interest due exceeds the amount of the
Periodic Installment, Maker agrees to pay forthwith, in addition to (i) any
Periodic Installment then due and (ii) any Quarterly Payment, the amount by
which said interest exceeds the Periodic Installment. In the event interest only
is required to be paid during any period, the interest for such period shall be
due and payable monthly as it accrues and shall be calculated on the unpaid
principal balance existing at the commencement of such period.

The Maker hereby expressly authorizes the Payee to insert the date value is
actually given in the blank space on the face hereof and on all related
documents pertaining hereto.

      This Note is given in connection with and secured by a certain U.S. First
Preferred Ship Mortgage, dated as of June ___, 2001 between Payee and the Maker
(the "Mortgage) and that certain Loan Agreement, dated June ___, 2001 between
Payee and Maker (which, together with the Mortgage shall be referred to as the
"AGREEMENT").

Time is of the essence hereof. If any installment or any other sum due under
this Note or the Agreement is not received within ten (10) business days after
its due date, the Maker agrees to pay, in addition to the amount of each such
installment or other sum, a late payment charge of five percent (5%) of the
amount of said installment or other sum, but not exceeding any lawful maximum.
If (i) Maker fails to make payment of any amount due hereunder within ten (10)
business days after the same becomes due and payable; or (ii) Maker is in
default under, or fails to perform under any term or condition contained in the
Agreement, then the entire principal sum remaining unpaid, together with all
accrued interest thereon and any other sum payable under this Note or the
Agreement, at the election of Payee, shall immediately become due and payable,
with interest thereon at the lesser of eighteen percent (18%) per annum or the
highest rate not prohibited by applicable law from the date of such accelerated
maturity until paid (both before and after any judgment).


                                       2
<Page>

The Maker may prepay in full, but not in part, its entire indebtedness hereunder
upon payment of the entire indebtedness plus an additional sum as a premium
equal to the following percentages of the principal amount prepaid for the
indicated period:

<Table>
<S>                                                                             <C>
Prior to the first annual anniversary date of this Note:                        three percent  (3.0%)
Thereafter and prior to the second annual anniversary date of this Note:        two percent    (2.0%)
Thereafter and prior to the third annual anniversary date of this Note:         one percent    (1.0%)
</Table>

and zero percent (0%) thereafter, plus all other sums due hereunder or under the
Agreement.

It is the intention of the parties hereto to comply with the applicable usury
laws; accordingly, it is agreed that, notwithstanding any provision to the
contrary in this Note or the Agreement, in no event shall this Note or the
Agreement require the payment or permit the collection of interest in excess of
the maximum amount permitted by applicable law. If any such excess interest is
contracted for, charged or received under this Note or the Agreement, or if all
of the principal balance shall be prepaid, so that under any of such
circumstances the amount of interest contracted for, charged or received under
this Note or the Agreement on the principal balance shall exceed the maximum
amount of interest permitted by applicable law, then in such event (a) the
provisions of this paragraph shall govern and control, (b) neither Maker nor any
other person or entity now or hereafter liable for the payment hereof shall be
obligated to pay the amount of such interest to the extent that it is in excess
of the maximum amount of interest permitted by applicable law, (c) any such
excess which may have been collected shall be either applied as a credit against
the then unpaid principal balance or refunded to Maker, at the option of the
Payee, and (d) the effective rate of interest shall be automatically reduced to
the maximum lawful contract rate allowed under applicable law as now or
hereafter construed by the courts having jurisdiction thereof. It is further
agreed that without limitation of the foregoing, all calculations of the rate of
interest contracted for, charged or received under this Note or the Agreement
which are made for the purpose of determining whether such rate exceeds the
maximum lawful contract rate, shall be made, to the extent permitted by
applicable law, by amortizing, prorating, allocating and spreading in equal
parts during the period of the full stated term of the indebtedness evidenced
hereby, all interest at any time contracted for, charged or received from Maker
or otherwise by Payee in connection with such indebtedness; provided, however,
that if any applicable state law is amended or the law of the United States of
America preempts any applicable state law, so that it becomes lawful for the
Payee to receive a greater interest per annum rate than is presently allowed,
the Maker agrees that, on the effective date of such amendment or preemption, as
the case may be, the lawful maximum hereunder shall be increased to the maximum
interest per annum rate allowed by the amended state law or the law of the
United States of America.

The Maker and all sureties, endorsers, guarantors or any others (each such
person, other than the Maker, an "Obligor") who may at any time become liable
for the payment hereof jointly and severally consent hereby to any and all
extensions of time, renewals, waivers or modifications of, and all substitutions
or releases of, security or of any party primarily or secondarily liable on this
Note or the Agreement or any term and provision of either, which may be made,
granted or consented to by Payee, and agree that suit may be brought and
maintained against any one or more of them, at the election of Payee without
joinder of any other as a party thereto, and that Payee shall not be required
first to foreclose, proceed against, or exhaust any security hereof in order to
enforce payment of this Note. The Maker and each Obligor hereby waives
presentment, demand for payment, notice of nonpayment, protest, notice of
protest, notice of dishonor, and all


                                       3
<Page>

other notices in connection herewith, as well as filing of suit (if permitted by
law) and diligence in collecting this Note or enforcing any of the security
hereof, and agrees to pay (if permitted by law) all expenses incurred in
collection, including Payee's actual attorneys' fees. Maker and each Obligor
agrees that fees not in excess of twenty percent (20%) of the amount then due
shall be deemed reasonable.

THE MAKER HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS
NOTE, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN MAKER AND PAYEE
RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS,
AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN MAKER AND PAYEE. THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS,
TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS.) THIS WAIVER IS IRREVOCABLE MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE, ANY RELATED DOCUMENTS, OR
TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED
TRANSACTION. IN THE EVENT OF LITIGATION, THIS NOTE MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.

This Note and the Agreement constitute the entire agreement of the Maker and
Payee with respect to the subject matter hereof and supercedes all prior
understandings, agreements and representations, express or implied.

No variation or modification of this Note, or any waiver of any of its
provisions or conditions, shall be valid unless in writing and signed by an
authorized representative of Maker and Payee. Any such waiver, consent,
modification or change shall be effective only in the specific instance and for
the specific purpose given.


                                       4
<Page>

Any provision in this Note or the Agreement which is in conflict with any
statute, law or applicable rule shall be deemed omitted, modified or altered to
conform thereto.

                                       HORIZON VESSELS, INC.


                                       By:
----------------------------------        -------------------------------------
(Witness)
                                       Name:
----------------------------------          -----------------------------------
(Print Name)

                                       Title:
----------------------------------           -----------------------------------
(Address)
                                       Federal Tax ID #: 72-0487309

                                       Address:  2500 City West Boulevard,
                                                 Suite 2200
                                                 Houston, Texas 77042


<Page>

                                   EXHIBIT "B"

                                NOTICE OF DRAWING

                                  June 28, 2001

BY FACSIMILE

General Electric Capital Corporation
5400 LBJ Freeway, Suite 1280
Dallas, Texas  75240
Attention: Robert Holmes

Ladies and Gentlemen:

      The undersigned, Horizon Vessels, Inc., refers to the Loan Agreement, to
be dated as of June 29, 2001 (the "Loan Agreement"), (the terms defined therein
being used herein as therein defined), among the undersigned as Borrower and the
Lender party thereto, and hereby gives you notice, irrevocably, that the
undersigned hereby requests the initial Advance under the Loan Agreement, and in
that connection sets forth below the information relating to such advance (the
"Proposed Advance"):

      (i)   The Drawdown Date of the Proposed Advance is June 29, 2001.

      (ii)  The amount of the Proposed Advance is USD 5,569,075.

      (iii) The bank account to which the Proposed Advance is to be remitted is
            as follows:

            Receiving Bank:  Southwest Bank of Texas
                             Houston, Texas
            ABA Number:      113011258
            Account Name:    Horizon Offshore Contractors, Inc.
            Account Number:  159506

      The undersigned hereby certifies that the following are true on the date
hereof, and will be true on the date of the Proposed Advance:

      (A)   the representations and warranties contained in the Loan Agreement
            will be correct, before and after giving effect to the Proposed
            Advance and to the application of the proceeds therefrom, as though
            made on and as of such date; and


<Page>

      (B)   no Event of Default will have occurred and be continuing, or will
            result from such Proposed Advance or from the application of the
            proceeds therefrom.

      The undersigned agrees that the Lender may fund fees and expenses incurred
by Lender and payable under the Loan Agreement from the Proposed Advance, which
shall not affect the principal amount of the Proposed Advanced repayable under
the Loan Agreement. If the Proposed Advance fails to take place or is delayed
for any reason, the undersigned hereby agrees to indemnify the Lender against
any loss incurred as a result of the giving of this Notice of Drawing.

                                       Very truly yours,

                                       HORIZON VESSELS, INC.


                                       By:
                                          --------------------------------------

                                       Name:
                                            ------------------------------------

                                       Title:
                                             -----------------------------------