EXHIBIT 10.3

                         FIRST AMENDMENT
                               AND
                 APPOINTMENT OF SUCCESSOR TRUSTEE
                            UNDER THE
                GLOBAL MARINE BENEFIT EQUALIZATION
                         RETIREMENT TRUST


          THIS AGREEMENT made and entered into as of the 1st day of
June, 1999, by and between GLOBAL MARINE CORPORATE SERVICES INC.,
a California corporation having its principal place of business in
Houston, Texas (the "Company"), and SEI TRUST COMPANY, a
Pennsylvania trust company having its principal place of business
in Oaks, Pennsylvania (the "Successor Trustee").

                  W  I  T  N  E  S  S  E  T  H:

          WHEREAS, by the Global Marine Benefit Equalization
Retirement Trust, dated effective as of January 1, 1990, by and
between the Company and Texas Commerce Bank, N.A., a national
banking association ("TCB"), the Company established a trust (the
"Trust Agreement") for the purpose of holding the assets
accumulated under the Global Marine Benefit Equalization Retirement
Plan, as adopted effective as of January 1, 1990, and as thereafter
amended (said Plan, together with any amendments thereto
hereinafter referred to as the "Plan"), and to provide for the
investment and administration of such assets; and

          WHEREAS, Chase Bank of Texas, N.A., a national banking
association (the "Trustee") is the successor in interest to TCB;
and

          WHEREAS, in accordance with Article IX of the Trust
Agreement, the Board of Directors of the Company has duly
authorized the Company to remove the Trustee and to appoint the
Successor Trustee as successor trustee under the Trust Agreement,
and the Trustee has been so advised; and

          WHEREAS, the Successor Trustee desires to accept
appointment as successor trustee under the Trust Agreement, and, in
connection therewith, the Company desires to amend the Trust
Agreement;

          NOW, THEREFORE, the Company and the Successor Trustee
hereby agree as follows:

     1.        The Company has provided the Trustee with written notice
     of its removal as trustee under the Trust Agreement, effective
     as of June 1, 1999, or as soon thereafter as practicable (the
     "Succession Date"), pursuant to Article IX of the Trust
     Agreement.

     2.        As of the Succession Date, the Company hereby appoints
     the Successor Trustee to replace the Trustee as the trustee
     under the Trust Agreement.

     3.        The Successor Trustee hereby accepts its appointment as
     successor trustee under the Trust Agreement and agrees to be
     bound by the terms of the Trust Agreement, as amended by
     Paragraphs 5 through 13 hereof, effective as of the Succession
     Date.

     4.        The Successor Trustee hereby agrees to hold such assets
     as are delivered to it by the Trustee, and such assets as may
     be received by it subsequent to the Succession Date, pursuant
     to the terms of the Trust Agreement.

     5.        The Company and the Successor Trustee hereby agree that
     Section 1.12 of the  Trust Agreement shall be amended,
     effective as of the Succession Date, to delete the phrase
     "under the Texas Trust Code."

     6.        The Company and the Successor Trustee hereby agree that
     the first sentence in the second paragraph of Section 2.2 of
     the Trust Agreement shall be amended, effective as of the
     Succession Date, to delete the phrase "within the meaning of
     Section 111.004(4) of the Texas Trust Code."

     7.        The Company and the Successor Trustee hereby agree that
     the text of Article V shall be designated as Section 5.1 and
     entitled "Distribution and Authorized Investment," effective
     as of the Succession Date.

     8.        The Company and the Successor Trustee hereby agree that
     Section 5.1 shall be amended, effective as of the Succession
     Date, by inserting after the second sentence thereof the
     following:

          "The foregoing sentence notwithstanding, if and so long
     as an Investment Manager has been appointed by the
     Administrator to direct the investment of the Trust Fund
     in accordance with Section 5.2 of this Trust Agreement,
     the Investment Manager, and not the Trustee, shall
     manage, invest and reinvest the Trust Fund, all as
     hereinafter provided."

     9.        The Company and the Successor Trustee hereby agree that
     the Trust Agreement shall be amended, effective as of the
     Succession Date, by adding the following Section 5.2 thereto:

               "5.2.  DIRECTION OF INVESTMENT: The Administrator
     shall from time to time specify by written notice to the
     Trustee whether the investment of the Trust Fund, in the
     manner provided in Section 5.1, shall be managed solely
     by the Trustee, or shall be directed in whole or in part
     by one or more investment managers ("Investment
     Managers") appointed by the Administrator, or whether
     both the Trustee and one or more Investment Managers are
     to participate in investment management and if so how the
     investment responsibility is to be divided with respect
     to assets, classes of assets or separate investment funds
     specified and defined in such notice.  Any such
     Investment Manager shall either (i) be a registered
     investment adviser under the Investment Advisers Act of
     1940, (ii) be a bank, as defined in that Act or (iii) be
     an insurance company qualified to perform investment
     management services under the laws of more than one
     state.  If investment of the Trust Fund is to be directed
     in whole or in part by an Investment Manager, the Trustee
     shall be given copies of the instruments appointing the
     Investment Manager and evidencing his acceptance of such
     appointment and acknowledgment that he is a fiduciary of
     the Plan, and a certificate evidencing the Investment
     Manager's registration under said Act.  The Trustee may
     continue to rely upon such instruments and certificate
     until otherwise notified in writing by the Administrator.

               The Trustee shall follow the directions of the
     Investment Manager regarding the investment and
     reinvestment of the Trust Fund, or such portion thereof
     as shall be under management by the Investment Manager,
     and shall be under no duty or obligation to review any
     investment to be acquired, held or disposed of pursuant
     to such directions nor to make any recommendations with
     respect to the disposition or continued retention of any
     such investment.  The Trustee shall have no liability or
     responsibility for acting without question on the
     direction of, or failing to act in the absence of any
     direction from, the Investment Manager, unless the
     Trustee knows that by such action or failure to act it
     will be participating in a breach of fiduciary duty by
     the Investment Manager.

               The Investment Manager at any time and from time to
     time may issue orders for the purchase or sale of
     securities directly to a broker, and in order to
     facilitate such transaction the Trustee upon request
     shall execute and deliver appropriate trading
     authorizations.  Written notification of the issuance of
     each such order shall be given promptly to the Trustee by
     the Investment Manager, and the execution of each such
     order shall be confirmed to the Trustee by the broker.
     Such notification shall be authority for the Trustee to
     pay for the securities purchased against receipt thereof
     and to deliver securities sold against payment therefor,
     as the case may be.

               In the event that an Investment Manager should
     resign or be removed by the Administrator, the Trustee
     shall manage the investment of the Trust fund pursuant to
     Section 5.1 unless and until it shall be notified of the
     appointment of another Investment Manager as provided in
     this Section 5.2."

     10.       The Company and the Successor Trustee hereby agree that
     Section 8.6 of the Trust Agreement shall be amended, effective
     as of the Succession Date, to read as follows:

               "8.6   LAWS OF PENNSYLVANIA TO GOVERN: This Trust
     Agreement and the Trust hereby created shall be governed,
     construed, administered and regulated in all respects
     under the laws of the Commonwealth of Pennsylvania."

     11.       The Company and the Successor Trustee hereby agree that
     the third sentence of  Section 9.3 of the Trust Agreement
     shall be amended, effective as of the Succession Date, to read
     as follows:

               "In the event that a successor trustee has not been
     appointed by the Company within twenty (20) days after
     the Resignation Notice Date or the occurrence of a
     vacancy in the position of Trustee, a Successor Trustee
     may be appointed by any Pennsylvania or Texas or United
     States District Court holding terms in Houston, Harris
     County, Texas, or in Chester County, Pennsylvania, upon
     the application of Trustee."

     12.       The Company and the Successor Trustee hereby agree that
     Section 11.2(d) of the Trust Agreement shall be amended,
     effective as of the Succession Date, to delete the phrase
     "under the Texas Trust Code."

     13.       The Company and the Successor Trustee hereby agree that
     Section 12.3 of the Trust Agreement shall be amended,
     effective as of the Succession Date, to delete the phrase "600
     Travis, Houston, Texas, 77002" and insert in lieu thereof the
     phrase "One Freedom Valley Drive, Oaks, Pennsylvania 19456."

      14.      In consideration of the acceptance by the Successor
     Trustee of said successor trusteeship, the Company agrees with
     the Successor Trustee as follows:

               (a)  The Successor Trustee shall have no duty or
     responsibility to inquire into the acts or omissions of
     the Trustee under the Trust Agreement, the Company or any
     of its predecessors, subsidiaries or affiliates, any
     member or members of the Administrator designated to
     administer the Plan and the Trust Agreement or any agent
     of the aforementioned entities to the extent that any
     such acts or omissions may have occurred prior to the
     Succession Date.  Further, the Successor Trustee shall
     have fiduciary responsibility, pursuant to the terms of
     the Trust Agreement, only with respect to such assets as
     are delivered to it by the Trustee, and such assets as
     may be received by it subsequent to the Succession Date
     during the period that the Successor Trustee is acting in
     such fiduciary capacity.

               (b)  Successor Trustee shall not be liable or
     responsible, in any manner whatsoever, for any action or
     omitted action in connection with the administration of
     the Plan and Trust Agreement prior to the Succession Date
     by the Trustee, person serving as Administrator, the
     Company or any of its predecessors, subsidiaries or
     affiliates, or any agent of the aforementioned entities.

     15.       Upon the transfer by the Trustee to the Successor Trustee
     of all of the trust properties held by the Trustee under the
     Trust Agreement (and the records relating thereto) after the
     Succession Date, the Successor Trustee hereby agrees to
     acknowledge receipt of said trust properties and hereby agrees
     to hold and invest said trust properties as part of the Trust
     to be held and invested pursuant to the terms and provisions
     of the Trust Agreement.

     16.       It is the intention of the parties hereto that the
     provisions and covenants of this Agreement shall be binding
     upon the successors and assigns of the Company and the
     Successor Trustee, respectively.

          IN WITNESS WHEREOF, the Company and the Successor Trustee
have executed this instrument in multiple counterparts, each of
which shall have the force and effect of an original, but all of
which shall together constitute but one and the same instrument, as
of the day and year first above written.

                                   GLOBAL MARINE CORPORATE
                                   SERVICES INC.


                                   By:    /s/ W. Matt Ralls
                                   Name:  W. Matt Ralls
                                   Title: Vice President and Treasurer

ATTEST:  Carole P. Driver





                                   SEI TRUST COMPANY,
                                   Successor Trustee


                                   By:    /s/ Carl Bechdel
                                   Name:  Carl Bechdel
                                   Title: Vice President and Loan Officer

ATTEST:  Jeffrey J. Roche






THE STATE OF TEXAS

COUNTY OF HARRIS


          BEFORE ME, the undersigned authority, on this day
personally appeared W. Matt Ralls, Vice President & Treasurer of
GLOBAL MARINE CORPORATE SERVICES INC., known to me to be the
person and officer whose name is subscribed to the foregoing
instrument, and acknowledged to me that the same was the act of
said GLOBAL MARINE CORPORATE SERVICES INC., a California corporation,
and that he executed the same as the act and deed of such corporation for
the purposes and consideration therein expressed, and in the capacity
therein stated.

          GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 17th day
of May, 1999.



                                   /s/ Linda L. Semick
                                   Notary Public, State of Texas

Seal
My Commission Expires
May 27, 2002



THE COMMONWEALTH OF PENNSYLVANIA

COUNTY OF CHESTER


          BEFORE ME, the undersigned authority, on this day
personally appeared Carl Bechdel, Jeff Roche of, SEI TRUST
COMPANY known to me to be the person and officer whose name is
subscribed to the foregoing instrument, and acknowledged to me that
he executed the same as the act of the said SEI TRUST COMPANY, a
Pennsylvania trust company, and that he was duly authorized to perform
the same and that he executed the same as the act and deed of such trust
company for the purposes and consideration therein expressed and in
the capacity therein stated.

          GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 25 day
of May, 1999.



                                     /s/ Lynette E. Orsino
                                     Notary Public, Commonwealth of
                                     Pennsylvania


SEAL
My Commission Expires
June 21, 1999





          IN WITNESS WHEREOF, the Trustee acknowledges of the
foregoing instrument, as of the day and year first above written.


                              CHASE BANK OF TEXAS, N.A., Trustee


                              By:    /s/ Lynne L. Arnold
                              Name:  Lynne L. Arnold
                              Title: Vice President and Trust Officer

ATTEST:  Rhonda E. Good, A.V.P.







THE STATE OF TEXAS

COUNTY OF HARRIS


          BEFORE ME, the undersigned authority, on this day
personally appeared Lynne L. Arnold, Vice President and Trust Officer
of Chase Bank of Texas, N.A., known to me to be the person and officer
whose name is subscribed to the foregoing instrument, and acknowledged to
me that he executed the same as the act of the said Chase Bank of Texas,
N.A., a national banking association, and that he was duly authorized to
perform the same and that he executed the same as the act and deed of such
national association for the purposes and consideration therein
expressed and in the capacity therein stated.

          GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 27th day
of May, 1999.



                              /s/ Linda L. Smith
                              Notary Public, State of Texas



Seal
My Commission Expires
June 5, 2001