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                                                                    EXHIBIT 10.2


NOTICE OF GRANT OF STOCK OPTIONS    Global Marine Inc.
                                    ID: 95-1849298
                                    777 N. Eldridge Parkway
                                    P.O. Box 4577
                                    Houston, TX 77210

[Optionee's Name and Address]       Option Number:
                                    Plan: GD01
                                    ID:

Effective _______, you have been granted a(n) Non-Qualified Stock Option to buy
______ shares of Global Marine Inc. (the Company) stock at $______ per share.

The total option price of the shares granted is $________.

Shares in each period will become fully vested on the date shown.

            Shares         Vest Type            Full Vest          Expiration
          ----------     -------------        -------------       ------------

                         On Vest Date
                         On Vest Date


This option is granted under and governed by the terms and conditions of the
Global Marine 2001 Non-Employee Director Stock Option and Incentive Plan and the
attached terms and conditions, all of which are made a part of this document.


                                                                      Form 2A(1)
                                                                          (5-01)

                               GLOBAL MARINE INC.

                              TERMS AND CONDITIONS
                                       OF
                               STOCK OPTION GRANT
   (Global Marine 2001 Non-Employee Director Stock Option and Incentive Plan)

     GLOBAL MARINE INC. (the "Company"), desiring to afford you an opportunity
to purchase shares of the Company's Common Stock, $.10 par value ("Common
Stock"), and to provide you with an added incentive as a director of the
Company, has established the following terms and conditions under which it has
granted you an option ("Option") under the Global Marine 2001 Non-Employee
Director Stock Option and Incentive Plan to purchase a number of shares of such
Common Stock during a specified term and at a specified price, all as set forth
on
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the cover page of this Notice of Grant of Stock Options ("Notice"), subject
to and upon the terms and conditions set forth on the cover page and below.
This Option is a non-qualified stock option and is not subject to incentive
stock option treatment under the U.S. federal Internal Revenue Code or
applicable rules thereunder.  You are urged to consult your tax advisor prior to
exercising this Option and prior to disposing of any shares acquired upon such
exercise.

1.   Specification of Date, Number of Shares, Option Price and Term.

     (a) The date of this Option is the effective date set forth in the first
         paragraph on the cover page of this Notice.

     (b) The number of shares of the Company's Common Stock optioned hereby is
         the number of shares set forth in the first paragraph on the cover page
         of this Notice, subject to adjustments under Section 7.

     (c) Subject to acceleration under Sections 2 and 5 and to adjustments under
         Section 7, the shares optioned hereby first become purchasable in the
         installments set forth under "Shares" in the table on the cover page of
         this Notice, each installment first becoming purchasable at the date
         set forth for that installment under "Full Vest" in said table.

     (d) The per share option price under this Option is the price set forth in
         the first paragraph on the cover page of this Notice, subject to
         adjustments under Section 7.

     (e) The term of this Option is ten years beginning on the date of this
         Option and expiring on the date set forth under "Expiration" in the
         table on the cover page of this Notice; upon the expiration of such
         term, this Option shall expire and be cancelled, and it may not
         thereafter be exercised.

2.   Installment Provisions and Acceleration.  This Option is not exercisable in
     any part until the earliest of the dates specified in this Section and in
     Section 5 below.

     The installments set forth in the table on the cover page of this Notice
     and referred to in Section 1(c) are cumulative, so that each matured
     installment or any portion thereof may be exercised at any time until the
     expiration or prior termination of this Option.

     In the event that stock of the Company representing more than fifty percent
     of the voting power of the stock of the Company then outstanding is
     acquired by an individual, partnership, joint venture, corporation or other
     entity ("Purchaser"), or by a group of Purchasers acting in concert for
     purposes of acquiring such stock, or by any "person" as defined in Section
     13(d) or Section 14(d) of the Securities Exchange Act of 1934, as amended,
     this Option will immediately become exercisable as to the full number of
     shares optioned hereby and referred to in Section 1(b), to the extent not
     previously exercised, and will remain exercisable as to said full number of
     shares until the expiration or prior termination of this Option; provided,
     however, that if the foregoing acceleration provision becomes operative
     during the six-month period immediately following the date
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     of this Option, then this Option shall immediately become exercisable as to
     said full number of shares upon the expiration of said six-month period and
     remain exercisable until the expiration or prior termination of this
     Option.

     Nothing contained in this section shall be interpreted in a way which
     permits you to purchase a number of shares in excess of the number of
     shares optioned hereby and referred to in Section 1(b).

3.   Method of Exercise.  This Option may be exercised from time to time, in
     accordance with its terms, by written notice thereof signed and delivered
     by you or another person entitled to exercise this Option to the Corporate
     Secretary of the Company at its principal executive office in Houston,
     Texas, or as it may hereafter be located.  Such notice shall state the
     number of shares being purchased and shall be accompanied by the payment in
     full in cash of the option price for such number of shares.  Such payment
     may also be made, in whole or in part, by the surrender of shares of Common
     Stock of Global Marine Inc. with a Fair Market Value equal to the amount of
     the required payment; provided, however, that you must have held the shares
     surrendered for at least six months, and provided further that the Board of
     Directors of Global Marine Inc. or its Compensation Committee may reject
     any or all shares so tendered if the shares are deemed by either of them in
     their discretion to be unacceptable.  Promptly after receipt of such notice
     and payment, the Company shall issue certificates to you or such other
     person exercising this Option.

4.   Transferability.  You may not transfer this Option other than by will or by
     the laws of descent and distribution or, if applicable, as authorized by
     the following sentence, and this Option shall be exercisable during your
     lifetime only by you or, if applicable, by a transferee authorized by the
     following sentence.  This Option or any portion thereof may be transferred
     by you to (i) your spouse, children or grandchildren ("Immediate Family
     Members"), (ii) a trust or trusts for your exclusive benefit and/or the
     exclusive benefit of Immediate Family Members, (iii) a partnership in which
     you and/or Immediate Family Members are the only partners, (iv) a
     transferee pursuant to a judgment, decree or order relating to child
     support, alimony or marital property rights that is made pursuant to a
     domestic relations law of a state or country with competent jurisdiction (a
     "Domestic Relations Order"), or (v) such other transferee as may be
     approved by the Compensation Committee of the Company's Board of Directors
     in its sole and absolute discretion; provided, however, that (x) the Board
     of Directors of the Company and its Compensation Committee each reserves
     the right to prohibit any transfer with or without cause in its sole and
     absolute discretion, and (y) subsequent transfers of this Option or any
     portion thereof are prohibited except those to or by you in accordance with
     this Section, by will or the laws of descent and distribution, or pursuant
     to a Domestic Relations Order.  Following any transfer, this Option shall
     continue to be subject to the same terms and conditions as were applicable
     immediately prior to transfer, and any and all references to you in this
     Notice shall be deemed to refer to the transferee; provided, however, that
     any and all references to service as a director or events of termination of
     service as a director shall continue to mean your service as a director or
     events of termination of your service as a director, and following any such
     event the options shall be exercisable by the transferee only to the extent
     and for the periods specified in this Notice.  Each transfer shall be
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     effected by written notice thereof duly signed and delivered by the
     transferor to the Corporate Secretary of the Company at its principal
     executive office in Houston, Texas, or as it may hereafter be located.
     Such notice shall state the name and address of the transferee, the amount
     of this Option being transferred, and such other information as may be
     requested by the Corporate Secretary.  The person or persons entitled to
     exercise this Option shall be that person or those persons appearing on the
     registry books of the Company as the owner or owners of this Option, and
     the Company may treat the person or persons in whose name or names this
     Option is registered as the owner or owners of this Option for all
     purposes.  The Company shall have no obligation to, or liability for any
     failure to, notify you or any transferee of any termination of this Option
     at or prior to its normal expiration date or of any event that will or
     might result in such termination.

5.   Termination of Service as a Director.  If your service as a director of the
     Company is terminated by reason of your death, disability or ineligibility
     for reelection under the provisions of the Company's By-laws regarding age
     ("retirement"), or your service as a director of the Company is terminated
     by the Company's stockholders other than for cause (to mean acts of
     misconduct harmful to the Company, inadequate performance or incompetence),
     or your service as a director of the Company is terminated due to a failure
     to nominate you for reelection as a director other than for cause, this
     Option will immediately become exercisable as to the full number of shares
     optioned hereby and referred to in Section 1(b), to the extent not
     previously exercised, and will remain exercisable as to said full number of
     shares until the expiration of the term of this Option; provided, however,
     that if the foregoing acceleration provision becomes operative during the
     six-month period immediately following the date of this Option, then this
     Option shall immediately become exercisable as to said full number of
     shares upon the expiration of said six-month period and remain exercisable
     until the expiration of the term of this Option.  In any other case of
     termination of your service as a director, including without limitation
     termination by the Company's stockholders for cause, or due to a failure to
     nominate you for reelection for cause, or due to your resignation or
     decision not to stand for reelection, this Option shall remain exercisable,
     only to the extent exercisable at the date of such termination, for three
     months after termination of service as a director, said period in any event
     not to extend beyond the expiration of the term of this Option.  Upon
     expiration of the foregoing periods, this Option shall expire, terminate
     and be cancelled in all respects.  At the time your service as a director
     of the Company terminates, this Option shall expire, terminate and be
     cancelled in all respects as to all shares other than the shares as to
     which this Option can be exercised at the time of or as a result of such
     termination.

     Anything to the contrary in these Terms and Conditions notwithstanding, if
     your service as a director of the Company terminates and such termination
     does not and will not result in acceleration of the vesting of all unvested
     installments of this Option, any unvested installment of this Option that
     would have vested within the 15 days following the day of such termination
     will be deemed to have vested on the day immediately preceding the day of
     such termination.

6.   Death, Disability or Retirement.  In the event of your death, disability or
     retirement, you or your legal representative or representatives, or the
     person or persons entitled to do so
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     under your last will and testament or under applicable intestate laws,
     shall have the right to exercise this Option, to the extent not previously
     exercised, as to the lesser of the full number of shares optioned hereby
     and referred to in Section 1(b) hereof or such lesser number of shares as
     shall have resulted from the operation of Section 5. For purposes of
     Section 5 and this Section 6, the term "disability" shall mean a physical
     or mental condition which totally and permanently prevents you from
     continuing to serve as a director, as reasonably determined in good faith
     by the Compensation Committee of the Board of Directors of Global Marine
     Inc.

7.   Adjustments.  If outstanding shares of the class then subject to this
     Option are increased, decreased, changed into or exchanged for a different
     number or kind of shares or securities of the Company through
     reorganization, recapitalization, reclassification, stock dividend, stock
     split or reverse stock split, then there shall be substituted for each
     share then subject to the unexercised portion of this Option the number and
     class of shares or securities into or for which each outstanding share of
     the class subject to this Option shall be so changed or exchanged, all
     without any change in the aggregate purchase price for the shares then
     subject to the unexercised portion of this Option, but with a corresponding
     adjustment in the purchase price per share.  Such adjustments shall become
     effective on the effective date of any such transaction; except that in the
     event of a stock dividend or of a stock split effected by means of a stock
     dividend or distribution, such adjustments shall become effective
     immediately after the record date therefor.

     Upon a dissolution or liquidation of the Company, or upon a reorganization,
     merger or consolidation of the Company with one or more corporations as a
     result of which the Company is not the surviving corporation, or upon a
     sale of substantially all of the property of the Company ("Terminating
     Transactions"), this Option shall terminate, unless provision be made in
     writing in connection with such transaction for the assumption of options
     theretofore granted under the Plan under which this Option was granted, or
     the substitution for such options of any options covering the stock of a
     successor employer corporation, or a parent or subsidiary thereof, with
     appropriate adjustments as to the number and kind of shares and prices, in
     which event this Option shall continue in the manner and under the terms so
     provided.  If this Option shall terminate pursuant to the foregoing
     sentence, the person then entitled to exercise any unexercised portions of
     this Option shall have the right, at such time immediately prior to the
     consummation of the Terminating Transaction as the Company shall designate,
     to exercise this Option to the extent not theretofore exercised.

     Adjustments under this Section 7 shall be made by the Company's Board of
     Directors whose determination as to what adjustment shall be made, and the
     extent thereof, shall be final, binding and conclusive.  No fractional
     shares of stock shall be issued under this Option or in connection with any
     such adjustment.

8.   Limitation.  You or any other person entitled to exercise this Option shall
     be entitled to the privileges of stock ownership in respect of shares
     subject to this Option only when such shares have been issued and delivered
     as fully paid shares upon exercise of this Option in accordance with its
     terms.
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9.   Requirements of Law and of Stock Exchanges.  The issuance of shares upon
     the exercise of this Option shall be subject to compliance with all of the
     applicable requirements of law with respect to the issuance and sale of
     such shares.  In addition, the Company shall not be required to issue or
     deliver any certificate or certificates for such purchase upon exercise of
     this Option prior to the admission of such shares to listing on notice of
     issuance on any stock exchange on which shares of the same class are then
     listed.

     By accepting this Option, you represent and agree for yourself and your
     transferees by will or by the laws of descent and distribution or otherwise
     that unless a registration statement under the Securities Act of 1933 is in
     effect as to shares purchased upon any exercise of this Option, any and all
     shares so purchased shall be acquired for investment and not for sale or
     distribution and each notice of the exercise of any portion of this Option
     shall be accompanied by a representation and warranty in writing, signed by
     the person entitled to exercise the same, that the shares are being so
     acquired by good faith for investment and not for sale or distribution.  In
     the event the Company's legal counsel shall, at the Company's request,
     advise it that registration under the Securities Act of 1933 of the shares
     as to which this Option is at the time being exercised is required prior to
     issuance thereof, the Company shall not be required to issue or deliver
     such shares unless and until such legal counsel shall advise that such
     registration has been completed or is not required.

10.  Global Marine 2001 Non-Employee Director Stock Option and Incentive Plan.
     This Option is subject to, and the Company and you are bound by, all of the
     terms and conditions of the Global Marine 2001 Non-Employee Director Stock
     Option and Incentive Plan as the same shall have been amended from time to
     time in accordance with the terms thereof, provided that no such amendment
     shall deprive you, without your consent, of this Option or any rights
     hereunder.  Pursuant to such Plan, the Board of Directors of the Company or
     its Committee established for such purposes is authorized to adopt rules
     and regulations not inconsistent with the Plan and to take such action in
     the administration of the Plan as it shall deem proper.  A copy of the Plan
     in its present form is available for inspection at the Company's principal
     office during business hours by you or any other persons entitled to
     exercise this Option.

11.  Definition of Certain Terms.  Capitalized terms used in this Notice and not
     defined herein are used as they are defined in the Global Marine 2001 Non-
     Employee Director Stock Option and Incentive Plan as the same shall have
     been amended from time to time.  The term "you," and related terms such as
     "your" used in this Notice refer to the individual whose name appears first
     on the cover page of this Notice.