EXHIBIT 10.2









             COMMERCIAL PAPER DEALER AGREEMENT
                        4(2) PROGRAM


                          between


               Global Marine Inc., as Issuer

                            and

              Goldman, Sachs & Co., as Dealer




          Concerning Notes to be issued pursuant
                          to an
           Issuing and Paying Agency Agreement
                dated as of July 27, 1999
                 between the Issuer and
       Citibank N.A., as Issuing and Paying Agent



                        DATED AS OF


                       JULY 27, 1999


<PAGE>

             COMMERCIAL PAPER DEALER AGREEMENT
                        4(2) Program

       This agreement ("Agreement") sets forth the
  understandings between the Issuer and the Dealer in
  connection with the issuance and sale by the Issuer of its
  short-term promissory notes through the Dealer (the
  "Notes").

       Certain terms used in this Agreement are defined in
  Section 6 hereof.

       The Addendum to this Agreement, and any Annexes or
  Exhibits described in this Agreement or such Addendum, are
  hereby incorporated into this Agreement and made fully a
  part hereof.

  Section 1.     OFFERS, SALES AND RESALES OF NOTES

       1.1  While (i) the Issuer has and shall have no
  obligation to sell the Notes to the Dealer or to permit the
  Dealer to arrange any sale of the Notes for the account of
  the Issuer, and (ii) the Dealer has and shall have no
  obligation to purchase the Notes from the Issuer or to
  arrange any sale of the Notes for the account of the Issuer,
  the parties hereto agree that in any case where the Dealer
  purchases Notes from the Issuer, or arranges for the sale of
  Notes by the Issuer, such Notes will be purchased or sold by
  the Dealer in accordance with Section 1.6, and in reliance
  on the representations, warranties, covenants and agreements
  of the Issuer contained herein or made pursuant hereto and
  on the terms and conditions and in the manner provided
  herein.

       1.2  So long as this Agreement shall remain in effect,
  and in addition to the limitations contained in Section 1.7
  hereof, the Issuer shall not, without the consent of the
  Dealer, offer, solicit or accept offers to purchase, or
  sell, any Notes except (a) in transactions with one or more
  dealers which may from time to time after the date hereof
  become dealers with respect to the Notes by executing with
  the Issuer one or more agreements which contain provisions
  substantially identical to Section 1 of this Agreement, of
  which the Issuer hereby undertakes to provide the Dealer
  prompt notice or (b) in transactions with the other dealers
  listed on the Addendum hereto, which are executing
  agreements with the Issuer which contain provisions
  substantially identical to Section 1 of this Agreement
  contemporaneously herewith.  In no event shall the Issuer
  offer, solicit or accept offers to purchase, or sell, any
  Notes directly on its own behalf in transactions with
  persons other than broker-dealers as specifically permitted
  in this Section 1.2.

       1.3  The Notes shall be in a minimum denomination or
  minimum amount, whichever is applicable, of $250,000 or
  integral multiples of $1,000 in excess thereof, will bear
  such interest rates, if interest bearing, or will be sold at
  such discount from their face amounts, as shall be agreed
  upon by the Dealer and the Issuer, shall have a maturity not
  exceeding 270 days from the date of issuance (exclusive of
  days of grace) and shall not contain any provision for
  extension, renewal or automatic "rollover."

       1.4  The authentication, delivery and payment of the
  Notes shall be effected in accordance with the Issuing and
  Paying Agency Agreement and the Notes shall be either
  individual bearer physical certificates or represented by
  book-entry Notes registered in the name of DTC or its
  nominee in the form or forms annexed to the Issuing and
  Paying Agency Agreement.

       1.5  If the Issuer and the Dealer shall agree on the
  terms of the purchase of any Note by the Dealer or the sale
  of any Note arranged by the Dealer (including, but not
  limited to, agreement with respect to the date of issue,
  purchase price, principal amount, maturity and interest rate
  (in the case of interest-bearing Notes) or discount thereof
  (in the case of Notes issued on a discount basis), and
<PAGE>
  appropriate compensation for the Dealer's services
  hereunder) pursuant to this Agreement, the Issuer shall
  cause such Note to be issued and delivered in accordance
  with the terms of the Issuing and Paying Agency Agreement
  and payment for such Note shall be made by the purchaser
  thereof, either directly or through the Dealer, to the
  Issuer.  Except as otherwise agreed, in the event that the
  Dealer is acting as an agent and a purchaser shall either
  fail to accept delivery of or make payment for a Note on the
  date fixed for settlement, the Dealer shall promptly notify
  the Issuer, and if the Dealer has theretofore paid the
  Issuer for the Note, the Issuer will promptly return such
  funds to the Dealer against its return of the Note to the
  Issuer, in the case of a certificated Note, and upon notice
  of such failure in the case of a book-entry Note.  If such
  failure occurred for any reason other than default by the
  Dealer, the Issuer shall reimburse the Dealer on an
  equitable basis for the Dealer's loss of the use of such
  funds for the period such funds were credited to the
  Issuer's account.

       1.6  All offers and sales of the Notes by the Issuer
  shall be effected pursuant to the exemption from the
  registration requirements of the Securities Act provided by
  Section 4(2) thereof.  The Dealer and the Issuer hereby
  establish and agree to observe the following procedures in
  connection with offers, sales and subsequent resales or
  other transfers of the Notes:

            (a)  Offers and sales of the Notes by or through
       the Dealer shall be made only to the following types of
       investors:  (i) investors reasonably believed by the
       Dealer to be Institutional Accredited Investors , (ii)
       non-bank fiduciaries or agents that will be purchasing
       Notes for one or more accounts, each of which is an
       Institutional Accredited Investor , and (iii) Qualified
       Institutional Buyers.

            (b)  Resales and other transfers of the Notes by
       the holders thereof shall be made only in accordance
       with the restrictions in the legends described in
       clause (e) below, and to the extent such resale is made
       to or through the Dealer, the Dealer will comply with
       the provisions of such legend and this Section 1.6.

            (c)  No general solicitation or general
       advertising shall be used in connection with the
       offering of the Notes.  Without limiting the generality
       of the foregoing, without the prior written approval of
       the Dealer, the Issuer shall not issue any press
       release or place or publish any "tombstone" or other
       advertisement relating to the Notes; and without the
       prior written approval of the Issuer, the Dealer shall
       not issue any press release or place or publish any
       "tombstone" or other advertisement relating to the
       Notes.

            (d)  No sale of Notes to any one purchaser shall
       be for less than $250,000 principal or face amount, and
       no Note shall be issued in a smaller principal or face
       amount.  If the purchaser is a non-bank fiduciary
       acting on behalf of others, each person for whom such
       purchaser is acting must purchase at least $250,000
       principal or face amount of Notes.

            (e)  Offers and sales of the Notes by the Issuer
       hereunder shall be made in accordance with Rule 506
       under the Securities Act, and shall be subject to the
       restrictions described in the legend appearing on
       Exhibit A hereto.  A legend substantially to the effect
       of such Exhibit A shall appear as part of the Private
       Placement Memorandum used in connection with offers and
       sales of Notes hereunder, as well as on each individual
       certificate representing a Note and each Master Note
       representing book-entry Notes offered and sold pursuant
       to this Agreement.

            (f)  The Dealer shall furnish or shall have
       furnished to each purchaser of Notes  a copy of the
       then-current Private Placement Memorandum unless such
       purchaser has previously received a copy of the Private
       Placement Memorandum as then in effect.  The Private
       Placement Memorandum shall expressly state that any
       person to whom Notes are offered shall have an
       opportunity to ask questions of, and receive
<PAGE>
       information from, the Issuer and the Dealer and shall
       provide the names, addresses and telephone numbers of
       the persons from whom information regarding the Issuer
       may be obtained.

            (g)  The Issuer agrees, for the benefit of the
       Dealer and each of the holders and prospective
       purchasers from time to time of the Notes that, if at
       any time the Issuer shall not be subject to Section 13
       or 15(d) of the Exchange Act, the Issuer will furnish,
       upon request and at its expense, to the Dealer and to
       holders and prospective purchasers of Notes information
       required by Rule 144A(d)(4)(i) in compliance with Rule
       144A(d).

            (h)  In the event that any Note offered or to be
       offered by Dealer would be ineligible for resale under
       Rule 144A, the Issuer shall immediately notify Dealer
       (by telephone, confirmed in writing) of such fact and
       shall promptly prepare and deliver to Dealer an
       amendment or supplement to the Private Placement
       Memorandum describing the Notes that are ineligible,
       the reason for such ineligibility and any other
       relevant information relating thereto.

            (i)  The Issuer represents that it is not
       currently issuing commercial paper in the United States
       market in reliance upon the exemption provided by
       Section 3(a)(3) of the Securities Act.  In the event
       the Issuer determines to issue commercial paper in the
       United States market in reliance on such exemption, the
       Issuer agrees that (a) the proceeds from the sale of
       the Notes will be segregated from the proceeds of the
       sale of any such commercial paper by being placed in a
       separate account; (b) the Issuer will institute
       appropriate corporate procedures to ensure that the
       offers and sales of notes issued by the Issuer pursuant
       to the Section 3(a)(3) exemption are not integrated
       with offerings and sales of Notes hereunder; and (c)
       the Issuer will comply with each of the requirements of
       Section 3(a)(3) of the Act in selling commercial paper
       or other short-term debt securities other than the
       Notes in the United States.

       1.7  The Issuer hereby represents and warrants to the
  Dealer, in connection with offers, sales and resales of
  Notes, as follows:

            (a)  The Issuer hereby confirms to the Dealer that
       (except as permitted by Section 1.6(i)) within the
       preceding six months neither the Issuer nor any person
       other than the Dealer or the other dealers referred to
       in Section 1.2 hereof acting on behalf of the Issuer
       has offered or sold any Notes, or any substantially
       similar security of the Issuer (including, without
       limitation, any such substantially similar security
       issued by the Issuer pursuant to a medium-term note
       program), to, or solicited offers to buy any such
       security from, any person other than the Dealer or the
       other dealers referred to in Section 1.2 hereof.  The
       Issuer also agrees that, as long as the Notes are being
       offered for sale by the Dealer and the other dealers
       referred to in Section 1.2 hereof as contemplated
       hereby and until at least six months after the offer of
       Notes hereunder has been terminated, neither the Issuer
       nor any person other than the Dealer or the other
       dealers referred to in Section 1.2 hereof (except as
       contemplated by Section 1.2 hereof) will offer the
       Notes or any substantially similar security of the
       Issuer for sale to, or solicit offers to buy any such
       security from, any person other than the Dealer and the
       other dealers referred to in Section 1.2 hereof (except
       to the extent any of the foregoing would not cause the
       offer and sale of the Notes by the Issuer to be
       integrated with other offers and sales so as no longer
       to come within the exemption provided by Section 4(2)
       of the Securities Act and Rule 506 thereunder), it
       being understood that such agreement is made with a
       view to bringing the offer and sale of the Notes within
       the exemption provided by Section 4(2) of the
       Securities Act and Rule 506 thereunder and shall
       survive any termination of this Agreement.  The Issuer
       hereby represents and warrants that it has not taken or
       omitted to take, and will not take or omit to take, any
       action that would cause the offering and sale of Notes
       hereunder to be integrated with any other offering of
       securities, whether such offering is made by the Issuer
       or some other party or parties under circumstances that
       would cause the offering and sale of the Notes by the
       Issuer to fail to be exempt under Section 4(2) of the
       Securities Act and Rule 506 thereunder.
<PAGE>

                 (b)  The Issuer represents and agrees that the
       proceeds of the sale of the Notes are not currently
       contemplated to be used for the purpose of buying,
       carrying or trading securities within the meaning of
       Regulation T and the interpretations thereunder by the
       Board of Governors of the Federal Reserve System.  In
       the event that the Issuer determines to use such
       proceeds for the purpose of buying, carrying or trading
       securities, whether in connection with an acquisition
       of another company or otherwise, the Issuer shall give
       the Dealer at least two business days' prior written
       notice to that effect.  The Issuer shall also give the
       Dealer prompt notice of the actual date that it
       commences to purchase securities with the proceeds of
       the Notes.  Thereafter,  to the extent necessary to
       comply with Regulation T and the interpretations
       thereunder, the Dealer will sell such Notes only to
       offerees it reasonably believes to be QIBs or to QIBs
       it reasonably believes are acting for other QIBs, in
       each case in accordance with Rule 144A.

       1.8  The Dealer agrees from time to time upon request
  of the Issuer to inform the Issuer whether it is holding
  Notes purchased from the Issuer that it has not yet sold or
  Notes that have been sold and subsequently repurchased by
  the Dealer (specifying in which category each Note so held
  belongs) and the amount, issue date, maturity and interest
  rate, if applicable, of each such Note.  Upon request of the
  Issuer, the Dealer shall resell to the Issuer any such Notes
  specified by the Issuer at a price equal to (a) the
  principal amount thereof plus accrued and unpaid interest
  thereon, in the case of an interest-bearing Note, or (b) the
  face amount thereof discounted on a ratable basis based on
  the Issuer's market rate reflecting the remaining period
  until maturity in relation to the original term, in the case
  of such Note issued on a discount basis.

  Section 2.     REPRESENTATIONS AND WARRANTIES OF ISSUER

  The Issuer represents and warrants that:

       2.1  The Issuer is a corporation duly incorporated,
  validly existing and in good standing under the laws of the
  jurisdiction of its incorporation and has all the requisite
  power and authority to execute, deliver and perform its
  obligations under the Notes, this Agreement and the Issuing
  and Paying Agency Agreement.

       2.2  This Agreement and the Issuing and Paying Agency
  Agreement have been duly authorized, executed and delivered
  by the Issuer and constitute legal, valid and binding
  obligations of the Issuer enforceable against the Issuer in
  accordance with their terms subject to applicable
  bankruptcy, insolvency and similar laws affecting creditors'
  rights generally, and subject, as to enforceability, to
  general principles of equity (regardless of whether
  enforcement is sought in a proceeding in equity or at law),
  and except insofar as rights to indemnification and
  contribution may be limited by applicable law.

       2.3  The Notes have been duly authorized, and when
  issued and delivered against pa;yment therefor, as provided
  in the Issuing and Paying Agency Agreement, will be duly and
  validly issued and delivered and will constitute legal,
  valid and binding obligations of the Issuer enforceable
  against the Issuer in accordance with their terms subject to
  applicable bankruptcy, insolvency and similar laws affecting
  creditors' rights generally, and subject, as to
  enforceability, to general principles of equity (regardless
  of whether enforcement is sought in a proceeding in equity
  or at law).

       2.4  Assuming compliance by the Dealer with the
  procedures applicable to it set forth in Section 1, the
  offer and sale of Notes in the manner contemplated hereby do
  not require registration of the Notes under the Securities
  Act, pursuant to the exemption from registration contained
  in Section 4(2) thereof, and no indenture in respect of the
  Notes is required to be qualified under  the Trust Indenture
  Act of 1939, as amended.

       2.5  The Notes will rank at least PARI PASSU with all
  other unsecured and unsubordinated indebtedness of the
  Issuer.
<PAGE>
       2.6  Assuming compliance by the Dealer with the
  procedures set forth in Section 1, no consent or action of,
  or filing or registration with, any governmental or public
  regulatory body or authority, including the SEC, is required
  to authorize, or is otherwise required in connection with
  the execution, delivery or performance of, this Agreement,
  the Notes or the Issuing and Paying Agency Agreement, except
  as may be required by the securities or Blue Sky laws of the
  various states in connection with the offer and sale of the
  Notes, and except for the requirement that the Issuer file
  with the SEC a notice on Form D in accordance with Rule 503
  under the Securities Act and such amendments thereto as Rule
  503 may require.

       2.7  Neither the execution and delivery of this
  Agreement and the Issuing and Paying Agency Agreement, nor
  the issuance and delivery of the Notes in accordance with
  the Issuing and Paying Agency Agreement, nor the fulfillment
  of or compliance with the terms and provisions hereof or
  thereof by the Issuer, will (i) result in the creation or
  imposition of any mortgage, lien, charge or encumbrance of
  any nature whatsoever upon any of the properties or assets
  of the Issuer, or (ii) violate or result in  a breach or an
  event of default under any of the terms of the Issuer's
  charter documents or by-laws, any contract or instrument to
  which the Issuer is a party or by which it or its property
  is bound, or any law or regulation, or any order, writ,
  injunction or decree of any court or government
  instrumentality, to which the Issuer is subject or by which
  it or its property is bound, which breach or event of
  default would reasonably be expected to have a material
  adverse effect on the financial condition or results of
  operations of the Issuer and its subsidiaries taken as a
  whole, or the ability of the Issuer to perform its
  obligations under this Agreement, the Notes or the Issuing
  and Paying Agency Agreement.

       2.8  Except as may be set forth in the Company
  Information of which the Dealer has been specifically
  advised, there is no litigation or governmental proceeding
  pending, or to the knowledge of the Issuer threatened,
  against or affecting the Issuer or any of its subsidiaries
  which would reasonably be expected to result in a material
  adverse change in the financial condition or results of
  operations of the Issuer and its subsidiaries taken as a
  whole,  or the ability of the Issuer to perform its
  obligations under this Agreement, the Notes or the Issuing
  and Paying Agency Agreement.

       2.9  The Issuer is not an "investment company" or an
  entity "controlled" by an "investment company" within the
  meaning of the Investment Company Act of 1940, as amended.

       2.10 Neither the Private Placement Memorandum nor the
  Company Information contains any untrue statement of a
  material fact or omits to state a material fact required to
  be stated therein or necessary to make the statements
  therein, in light of the circumstances under which they were
  made, not misleading, provided that the Issuer makes no
  representation or warranty as to the Dealer Information.

       2.11 Each (a) issuance of Notes by the Issuer hereunder
  and (b) amendment or supplement of the Private Placement
  Memorandum shall be deemed a representation and warranty by
  the Issuer to the Dealer, as of the date thereof, that, both
  before and after giving effect to such issuance and after
  giving effect to such amendment or supplement, (i) the
  representations and warranties given by the Issuer set forth
  above in this Section 2 remain true and correct on and as of
  such date as if made on and as of such date, (ii) in the
  case of an issuance of Notes, the Notes being issued on such
  date have been duly and validly issued and constitute legal,
  valid and binding obligations of the Issuer, enforceable
  against the Issuer in accordance with their terms, subject
  to applicable bankruptcy, insolvency and similar laws
  affecting creditors' rights generally and subject, as to
  enforceability, to general principles of equity (regardless
  of whether enforcement is sought in a proceeding in equity
  or at law), (iii) in the case of an issuance of Notes, since
  the date of the most recent Private Placement Memorandum (as
  most recently amended or supplemented, including by
  incorporation of or reference to Company Information
  therein), there has been no material adverse change in the
  financial condition or results of operations of the Issuer
  and its subsidiaries taken as a whole which has not been
  disclosed to the Dealer in writing, and (iv) the Issuer is
  not in default of any of its obligations under the Notes.

  Section 3.     COVENANTS AND AGREEMENTS OF ISSUER
<PAGE>
  The Issuer covenants and agrees that:

       3.1  The Issuer will give the Dealer prompt notice (but
  in any event prior to any subsequent issuance of Notes
  hereunder) of any amendment to, modification of, or waiver
  with respect to, the Notes or the Issuing and Paying Agency
  Agreement, including a complete copy of any such amendment,
  modification or waiver.

       3.2  The Issuer shall, whenever it shall have received
  notice of  any downgrading or any announced review for
  potential change in the rating accorded any of the Issuer's
  securities by any nationally recognized statistical rating
  organization which has published a rating of the Notes,
  promptly, and in any event prior to any subsequent issuance
  of Notes hereunder, notify the Dealer (by telephone,
  confirmed in writing) of such change, development, or
  occurrence.

       3.3  The Issuer shall from time to time furnish to the
  Dealer copies of all material provided by the Issuer to any
  national securities exchange (excluding routine press
  releases), regarding (i) the Issuer's operations and
  financial condition, (ii) the due authorization and
  execution of the Notes, and (iii) the Issuer's ability to
  pay the Notes as they mature.

       3.4  The Issuer will take all such action as the Dealer
  may reasonably request to ensure that each offer and each
  sale of the Notes will comply with any applicable state Blue
  Sky laws; PROVIDED, that the Issuer shall not be obligated
  to file any general consent to service of process or to
  qualify as a foreign corporation in any jurisdiction in
  which it is not so qualified or subject itself to taxation
  in respect of doing business in any jurisdiction in which it
  is not otherwise so subject.

       3.5  The Issuer shall not issue Notes hereunder until
  the Dealer shall have received (a) an opinion of counsel to
  the Issuer, addressed to the Dealer, satisfactory in form
  and substance to the Dealer, (b) a copy of the executed
  Issuing and Paying Agency Agreement as then in effect, (c) a
  copy of resolutions adopted by the Board of Directors of the
  Issuer, satisfactory in form and substance to the Dealer and
  certified by the Secretary or similar officer of the Issuer,
  authorizing execution and delivery by the Issuer of this
  Agreement the Issuing and Paying Agency Agreement and the
  Notes and consummation by the Issuer of the transactions
  contemplated hereby and thereby, (d) prior to the issuance
  of any Notes represented by a book-entry note registered in
  the name of DTC or its nominee, a copy of the executed
  Letter of Representations among the Issuer, the Issuing and
  Paying Agent and DTC and (e) such other certificates,
  opinions, letters and documents as the Dealer shall have
  reasonably requested.

       3.6  The Issuer shall reimburse the Dealer for all of
  the Dealer's reasonable and documented out-of-pocket
  expenses related to this Agreement, including expenses
  incurred in connection with its preparation and negotiation,
  and the transactions contemplated hereby (including, but not
  limited to, the printing and distribution of the Private
  Placement Memorandum), and, if applicable, for the
  reasonable and documented fees and out-of-pocket expenses of
  the Dealer's counsel.

  Section 4.     DISCLOSURE

       4.1  The Private Placement Memorandum and its contents
  (other than the Dealer Information) shall be the sole
  responsibility of the Issuer.  The Private Placement
  Memorandum shall contain a statement expressly offering an
  opportunity for each prospective purchaser to ask questions
  of, and receive answers from, the Issuer concerning the
  offering of Notes and to obtain relevant additional
  information which the Issuer possesses or can acquire
  without unreasonable effort or expense.

       4.2  The Issuer agrees promptly to furnish the Dealer
  the Company Information upon or promptly following the time
  it is filed with the SEC or otherwise becomes publicly
  available.
<PAGE>
       4.3  Unless the Issuer has determined, based on most
  recent inquiry to the Dealer under Section 1.8 that the
  Dealer is not holding any Notes purchased from the Issuer
  that it has not yet sold and that the Issuer has not
  subsequent to such inquiry issued any additional Notes, the
  Issuer agrees, upon the occurrence of any event relating to
  or affecting the Issuer that would cause the Private
  Placement Memorandum to include an untrue statement of a
  material fact or to omit to state a material fact necessary
  to make the statements contained therein, in light of the
  circumstances under which they are made, not misleading,
  promptly to (unless the Issuer promptly purchases from the
  Dealer all such Notes so held pursuant to Section 1.8)
  supplement or amend the Private Placement Memorandum
  (including through documents incorporated by reference or
  referred to therein) so that the Private Placement
  Memorandum, as amended or supplemented, shall not contain an
  untrue statement of a material fact or omit to state a
  material fact necessary to make the statements contained
  therein, in light of the circumstances  under which they are
  made, not misleading, and the Issuer shall make such
  supplement or amendment available to the Dealer.

  Section 5.     INDEMNIFICATION AND CONTRIBUTION

       5.1  The Issuer will indemnify and hold harmless the
  Dealer, and each individual, corporation, partnership,
  trust, association or other entity controlling the Dealer,
  within the meaning of Section 15 of the Securities Act
  (hereinafter the "Indemnitees"), against any and all
  liabilities, penalties, suits, causes of action, losses,
  damages, claims, costs and expenses (including, without
  limitation, reasonable fees and disbursements of counsel) or
  judgments of whatever kind or nature (each a "Claim"),
  imposed upon, incurred by or asserted against the
  Indemnitees arising out of or based upon (i) any allegation
  that the Private Placement Memorandum, the Company
  Information or any information provided by the Issuer to the
  Dealer included (as of any relevant time of offer or sale of
  Notes by the Issuer) or includes an untrue statement of a
  material fact or omitted (as of any relevant time of offer
  or sale of Notes by the Issuer) or omits to state any
  material fact necessary to make the statements therein, in
  light of the circumstances under which they were made, not
  misleading or (ii) arising out of or based upon the breach
  by the Issuer of any agreement, covenant or representation
  made in or pursuant to this Agreement.  This indemnification
  shall not apply to the extent that the Claim arises out of
  or is based upon Dealer Information.

       5.2  Provisions relating to claims made for
  indemnification under this Section 5 are set forth on
  Exhibit B to this Agreement.

       5.3  In order to provide for just and equitable
  contribution in circumstances in which the indemnification
  provided for in this Section 5 is held to be unavailable or
  insufficient to hold harmless the Indemnitees, although
  applicable in accordance with the terms of this Section 5,
  the Issuer shall contribute to the aggregate costs incurred
  by the Dealer in connection with any Claim in the proportion
  of the respective economic interests of the Issuer and the
  Dealer; PROVIDED, however, that such contribution by the
  Issuer shall be in an amount such that the aggregate costs
  incurred by the Dealer do not exceed the aggregate of the
  commissions and fees earned by the Dealer hereunder with
  respect to the issue or issues of Notes to which such Claim
  relates.  The respective economic interests shall be
  calculated by reference to the aggregate proceeds to the
  Issuer of the Notes issued hereunder and the aggregate
  commissions and fees earned by the Dealer hereunder.

  Section 6.     DEFINITIONS

       6.1  "Claim" shall have the meaning set forth in
  Section 5.1.

       6.2  "Company Information" at any given time shall mean
  the Private Placement Memorandum together with, to the
  extent applicable, (i) the Issuer's most recent report on
  Form 10-K filed with the SEC and each report on Form 10-Q or
  8-K filed by the Issuer with the SEC since the most recent
  Form 10-K, (ii) the Issuer's most recent annual audited
  financial statements and each interim financial statement or
  report prepared subsequent thereto, if not included in item
  (i) above, (iii) the Issuer's and its affiliates' other
<PAGE>
  publicly available recent reports, including, but not
  limited to, any publicly available filings or reports
  provided to their respective shareholders,  and (iv) any
  information prepared or approved by the Issuer for
  dissemination to investors or potential investors in the
  Notes.

       6.3  "Dealer Information" shall mean material
  concerning the Dealer and provided by the Dealer in writing
  expressly for inclusion in the Private Placement Memorandum.

       6.4  "DTC" shall mean The Depository Trust Company.

       6.5  "Exchange Act" shall mean the U.S. Securities
  Exchange Act of 1934, as amended.

       6.6  "Indemnitee" shall have the meaning set forth in
  Section 5.1.

       6.7  "Institutional Accredited Investor" shall mean an
  institutional investor that is an accredited investor within
  the meaning of Rule 501(a)(1), (2), (3) or (7) under the
  Securities Act and that has such knowledge and experience in
  financial and business matters that it is capable of
  evaluating and bearing the economic risk of an investment in
  the Notes, including, but not limited to, a bank, as defined
  in Section 3(a)(2) of the Securities Act, or a savings and
  loan association or other institution, as defined in Section
  3(a)(5)(A) of the Securities Act, whether acting in its
  individual or fiduciary capacity.

       6.8  "Issuing and Paying Agency Agreement" shall mean
  the issuing and paying agency agreement described on the
  cover page of this Agreement, as such agreement may be
  amended or supplemented from time to time.

       6.9  "Issuing and Paying Agent" shall mean the party
  designated as such on the cover page of this Agreement, as
  issuing and paying agent under the Issuing and Paying Agency
  Agreement.

       6.10 "Non-bank fiduciary or agent" shall mean a
  fiduciary or agent other than (a) a bank, as defined in
  Section 3(a)(2) of the Securities Act, or (b) a savings and
  loan association, as defined in Section 3(a)(5)(A) of the
  Securities Act.

       6.11 "Private Placement Memorandum" shall mean offering
  materialsprepared in accordance with Section 4 (including
  materials referred to therein or incorporated by reference
  therein) provided to purchasers and prospective purchasers
  of the Notes, and shall include amendments and supplements
  thereto which may be prepared from time to time in
  accordance with this Agreement (other than any amendment or
  supplement that has been completely superseded by a later
  amendment or supplement).

       6.12 "Qualified Institutional Buyer"  (or "QIB") shall
  have the meaning assigned to that term in Rule 144A under
  the Securities Act.

       6.13 "Rule 144A" shall mean Rule 144A under the
  Securities Act.

       6.14 "SEC" shall mean the U.S. Securities and Exchange
  Commission.

       6.15 "Securities Act" shall mean the U.S. Securities
  Act of 1933, as amended.

       Section 7.     GENERAL

       7.1  Unless otherwise expressly provided herein, all
  notices under this Agreement to parties hereto shall be in
  writing and shall be effective when received at the address
  of the respective party set forth in the Addendum to this
  Agreement.

       7.2  This Agreement shall be governed by and construed
  in accordance with the laws of the State of New York,
  without regard to its conflict of laws provisions.
<PAGE>
       7.3  The Issuer agrees that any suit, action or
  proceeding brought by the Issuer against the Dealer in
  connection with or arising out of this Agreement or the
  Notes or the offer and sale of the Notes shall be brought
  solely in the United States federal courts located in the
  borough of Manhattan or the courts of the State of New York
  located in the Borough of Manhattan.  EACH OF THE DEALER AND
  THE ISSUER WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT,
  ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE
  TRANSACTIONS CONTEMPLATED HEREBY.

       7.4  This Agreement may be terminated, at any time, by
  the Issuer, upon one business day's prior notice to such
  effect to the Dealer, or by the Dealer upon one business
  day's prior notice to such effect to the Issuer.  Any such
  termination, however, shall not affect the obligations of
  the Issuer under Sections 3.7, 5 and 7.3 hereof or the
  respective representations, warranties, agreements,
  covenants, rights or responsibilities of the parties made or
  arising prior to the termination of this Agreement.

       7.5  This Agreement is not assignable by either party
  hereto without the written consent of the other party;
  provided, however, that the Dealer  may assign its rights
  and obligations under this Agreement to any wholly owned
  direct or indirect subsidiary of the Dealer or of its
  ultimate parent.

       7.6  This Agreement may be signed in any number of
  counterparts, each of which shall be an original, with the
  same effect as if the signatures thereto and hereto were
  upon the same instrument.

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


                                     GLOBAL MARINE INC., AS
                                     ISSUER

                                     BY:    /s/ W. Matt Ralls
                                     NAME:  W. Matt Ralls
                                     TITLE: Sr. Vice President,
                                            Chief Financial Officer
                                            and Treasurer


                                     GOLDMAN, SACHS & CO., AS
                                     DEALER

                                     BY:    /s/ J. Christopher Kersey
                                     NAME:  J. Christopher Kersey
                                     Title: Vice President

<PAGE>

                          ADDENDUM


  1.   The other dealers referred to in clause (b) of Section
  1.2 of the Agreement is Merrill Lynch Money Markets Inc..

  2.   The addresses of the respective parties for purposes of
  notices under Section 7.1 are as follows:

       For the Issuer:          Global Marine Inc.

            Address:            777 North Eldridge Parkway
                                Houston, Texas 77079
            Attention:          W. Matt Ralls, Senior Vice President
                                Chief Financial Officer and
                                Treasurer
            Telephone number:   (281) 596-5810
            Fax number:         (281) 596-5826


       For the Dealer:               Goldm,an, Sachs & Co.

            Address:            85 Broad Street
                                New York, New York   10004
            Attention:          Money Market Origination
            Telephone number:   (212) 357-3208
            Fax number:         (212) 902-0683


<PAGE>


                            EXHIBIT A


                     FORM OF LEGEND FOR
           PRIVATE PLACEMENT MEMORANDUM AND NOTES


THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR ANY OTHER APPLICABLE SECURITIES
LAW, AND OFFERS AND SALES THEREOF MAY BE MADE ONLY IN COMPLIANCE
WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.  BY ITS
ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT
THAT IT HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS
RELATING TO THE ISSUER AND THE NOTES, THAT IT IS NOT ACQUIRING SUCH
NOTE WITH A VIEW TO ANY DISTRIBUTION THEREOF AND THAT IT IS EITHER
(A) AN INSTITUTIONAL INVESTOR  THAT IS AN ACCREDITED INVESTOR
WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT (AN "INSTITUTIONAL
ACCREDITED INVESTOR" ) AND THAT EITHER IS PURCHASING NOTES FOR ITS
OWN ACCOUNT, IS A U.S. BANK (AS DEFINED IN SECTION 3(a)(2) OF THE
ACT) OR A SAVINGS AND LOAN ASSOCIATION OR OTHER INSTITUTION (AS
DEFINED IN SECTION 3(a)(5)(A) OF THE ACT) ACTING IN ITS INDIVIDUAL
OR FIDUCIARY CAPACITY OR IS A FIDUCIARY OR AGENT (OTHER THAN A U.S.
BANK OR SAVINGS AND LOAN) PURCHASING NOTES FOR ONE OR MORE ACCOUNTS
EACH OF WHICH IS SUCH AN INSTITUTIONAL ACCREDITED INVESTOR; OR (B)
A QUALIFIED INSTITUTIONAL BUYER ("QIB") WITHIN THE MEANING OF RULE
144A UNDER THE ACT WHICH IS ACQUIRING NOTES FOR ITS OWN ACCOUNT OR
FOR ONE OR MORE ACCOUNTS, EACH OF WHICH IS A QIB AND WITH RESPECT
TO EACH OF WHICH THE PURCHASER HAS SOLE INVESTMENT DISCRETION; AND
THE PURCHASER ACKNOWLEDGES THAT IT IS AWARE THAT THE SELLER MAY
RELY UPON THE EXEMPTION FROM THE REGISTRATION PROVISIONS OF SECTION
5 OF THE ACT PROVIDED BY RULE 144A.  BY ITS ACCEPTANCE OF A NOTE,
THE PURCHASER THEREOF SHALL ALSO BE DEEMED TO AGREE THAT ANY RESALE
OR OTHER TRANSFER THEREOF WILL BE MADE ONLY (A) IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE ACT, EITHER (1) TO THE ISSUER OR
TO GOLDMAN, SACHS & CO. OR ANOTHER PERSON DESIGNATED BY THE ISSUER
AS A PLACEMENT AGENT FOR THE NOTES (COLLECTIVELY, THE "PLACEMENT
AGENTS"), NONE OF WHICH SHALL HAVE ANY OBLIGATION TO ACQUIRE SUCH
NOTE, (2) THROUGH A PLACEMENT AGENT TO AN INSTITUTIONAL ACCREDITED
INVESTOR OR A QIB , OR (3) TO A QIB IN A TRANSACTION THAT MEETS THE
REQUIREMENTS OF RULE 144A AND (B) IN MINIMUM AMOUNTS OF $250,000.

<PAGE>

                            EXHIBIT B


                   FURTHER PROVISIONS RELATING
                        TO INDEMNIFICATION


     (a)  Except as provided in paragraph (b), the Issuer agrees to
reimburse each Indemnitee for all expenses (including reasonable
fees and disbursements of internal and external counsel) as they
are incurred by it in connection with investigating or defending
any loss, claim, damage, liability or action in respect of which it
is entitled to indemnification under Section 5 of the Agreement
(whether or not it is a party to any such proceedings).

     (b)  Promptly after receipt by an Indemnitee of notice of the
existence of a Claim, such Indemnitee will, if a claim in respect
thereof is to be made against the Issuer, notify the Issuer in
writing of the existence thereof; provided that  the omission so to
notify the Issuer will not relieve it from any liability which it
may have hereunder unless and except to the extent it did not
otherwise learn of such Claim and the Issuer is prejudiced thereby
(it being understood that any resulting relief from liability shall
be limited to the amount of any documented losses due to such
failure to give notice).  In case any such Claim is made against
any Indemnitee and it notifies the Issuer of the existence thereof,
the Issuer will be entitled to participate therein, and to the
extent that it may elect by written notice delivered to the
Indemnitee, to assume the defense thereof, with counsel reasonably
satisfactory to such Indemnitee; provided that if the defendants in
any such Claim include both the Indemnitee and the Issuer and
representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests
between them, the Issuer shall not have the right to direct the
defense of such Claim on behalf of such Indemnitee, and the
Indemnitee shall have the right to select separate counsel to
assert such legal defenses on behalf of such Indemnitee.  Upon
receipt of notice from the Issuer to such Indemnitee of the
Issuer's election so to assume the defense of such Claim and
approval by the Indemnitee of counsel, the Issuer will not be
liable to such Indemnitee for expenses incurred thereafter by the
Indemnitee in connection with the defense thereof (other than
reasonable costs of investigation) unless (i) the Indemnitee shall
have employed separate counsel in connection with the assertion of
legal defenses in accordance with the proviso to the next preceding
sentence (it being understood, however, that the Issuer shall not
be liable for the expenses of more than one separate counsel (in
addition to any local counsel in the jurisdiction in which any
Claim is brought), approved by the Dealer, representing all
Indemnitees ), (ii) the Issuer shall not have employed counsel
reasonably satisfactory to the Indemnitee to represent the
Indemnitee within a reasonable time after notice of existence of
the Claim or (iii) the Issuer has authorized in writing the
employment of counsel for the Indemnitee.  The indemnity,
reimbursement and contribution obligations of the Issuer hereunder
shall be in addition to any other liability the Issuer may
otherwise have to an Indemnitee and shall be binding upon and inure
to the benefit of any successors, assigns, heirs and personal
representatives of the Issuer and any Indemnitee.  The Issuer
agrees that without the Dealer's prior written consent, it will not
settle, compromise or consent to the entry of any judgment in any
Claim in respect of which indemnification has been or could have
been sought by an Indemnitee under the indemnification provision of
the Agreement, unless such settlement, compromise or consent
includes an unconditional release of such Indemnitee from all
liability arising out of such Claim.