EXHIBIT 10.1


                              SHAREHOLDER AGREEMENT


            This Shareholder Agreement dated as of August 31,  2001 is between
Global  Marine  Inc.,  a  corporation  organized  under  the laws of  Delaware
("Global"),  and SFIC  Holdings  (Cayman),  Inc., a  corporation  incorporated
under the laws of the Cayman Islands (the "Shareholder").

            WHEREAS, Santa Fe International Corporation, a company incorporated
under the laws of the Cayman Islands ("Santa Fe"), Silver Sub, Inc., a
corporation organized under the laws of Delaware and a direct wholly owned
subsidiary of Santa Fe ("Sub"), Gold Merger Sub, Inc., a corporation organized
under the laws of Delaware and a direct wholly owned subsidiary of Sub ("Merger
Sub"), and Global are entering into an Agreement and Plan of Merger dated as of
the date hereof (as amended from time to time pursuant thereto, the "Merger
Agreement");

            WHEREAS, the Shareholder is the registered and beneficial owner of
43,500,000 ordinary shares, par value $0.01 per share, of Santa Fe (the "Santa
Fe Ordinary Shares");

            WHEREAS, as a condition to the willingness of Global to enter into
the Merger Agreement, and as an inducement to it to do so, the Shareholder has
agreed for the benefit of Global as set forth in this Agreement; and

            WHEREAS, the Board of Directors of the Shareholder has approved the
Shareholder's entering into this Agreement, the form of this Agreement and the
transactions contemplated hereby;

            NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained in this
Agreement, the parties hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

            Section 1.01.  Definitions from Merger  Agreement.  Terms defined in
the  Merger  Agreement  and used but not  defined  herein  having  the  meanings
assigned to such terms in the Merger Agreement.

            Section 1.02.  Shareholder  Shares.  The term  "Shareholder  Shares"
shall mean (i) the Santa Fe Ordinary Shares owned by the Shareholder on the date
hereof (as  described  in the  recitals to this  Agreement),  (ii) any shares of
Santa Fe acquired by the Shareholder after the date hereof,  (iii) any shares or
capital  stock  of any  person  or any  securities  or other  property  that the
Shareholder is or becomes entitled to receive by reason of being a holder of any
Shareholder  Shares,  and (iv) any capital  stock,  securities or other property
into  which any  Shareholder  Shares  shall have been or shall be  converted  or
changed,  whether by amendment to the  memorandum or articles of  association of
Santa Fe, merger, consolidation, reorganization, capital change or otherwise.

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                                   ARTICLE II

                          COVENANTS OF THE SHAREHOLDER

            Section 2.01.  Agreement to Vote. At any meeting of the shareholders
of Santa Fe held prior to the earliest of (i) the Effective  Time of the Merger,
(ii) the  termination  of the Merger  Agreement  and (iii) the date on which the
Board of Directors  of Santa Fe (without the vote of members  employed by Kuwait
Petroleum Corporation)  withdraws its recommendation  pursuant to Section 7.4(b)
of the Merger  Agreement  (such  earliest  time being herein  referred to as the
"Voting  Termination  Date"),  however  called,  and  at  every  adjournment  or
postponement thereof prior to the Voting Termination Date, or in connection with
any written consent of or any other action by the shareholders of Santa Fe given
prior to the Voting  Termination Date, the Shareholder shall vote or cause to be
voted  the  Shareholder  Shares  (a) in favor of the  approval  of the  Santa Fe
Amendments and the issuance of Santa Fe Ordinary  Shares  pursuant to the Merger
and each of the other transactions contemplated by the Merger Agreement, and any
actions required in furtherance hereof and thereof, and (b) against any Santa Fe
Acquisition  Proposal or any transaction or proposal that is inconsistent  with,
or might hinder,  delay, impede or frustrate,  the transactions  contemplated by
the Merger  Agreement.  The  Shareholder  shall not enter into any  agreement or
understanding with any person prior to the Voting Termination Date,  directly or
indirectly,  to vote, grant any proxy or give  instructions  with respect to the
voting of the Shareholder  Shares in any manner  inconsistent with the preceding
sentence.

            Section 2.02. Proxies and Voting Agreements.  The Shareholder hereby
revokes any and all previous  proxies  granted with respect to matters set forth
in Section 2.01.  Prior to the Voting  Termination  Date, the Shareholder  shall
not, directly or indirectly, except as contemplated hereby, grant any proxies or
powers of attorney  with respect to matters set forth in Section  2.01,  deposit
any of the Shareholder  Shares or enter into a voting  agreement with respect to
any of the Shareholder Shares.

            Section 2.03. No Solicitation.

            (a) From and after the date  hereof  until  the  termination  of the
Merger Agreement, neither the Shareholder nor any of its subsidiaries shall, and
shall  not  authorize  or  permit  any of its  officers,  directors,  employees,
partners,  agents,  affiliates  (other  than Santa Fe) or other  representatives
(including,  without limitation,  any investment banker,  attorney or accountant
retained  by it or any  of its  subsidiaries)  (collectively,  the  "Shareholder
Representatives")  to, and on  becoming  aware of it will stop such  person from
continuing to, directly or indirectly, solicit, initiate or encourage (including
by way of  furnishing  nonpublic  information),  or take any action  designed to
facilitate,  directly or indirectly,  any inquiry, proposal or offer (including,
without limitation, any proposal or offer to Santa Fe shareholders) with respect
to a Santa Fe Acquisition  Proposal or cooperate with or assist,  participate or
engage in any  discussions  or  negotiations  concerning a Santa Fe  Acquisition
Proposal.

            (b)  The  Shareholder  shall  immediately  cease  and  cause  to  be
terminated  any  existing  solicitation,  initiation,  encouragement,  activity,
discussion  or  negotiation  with  any  parties  conducted   heretofore  by  the
Shareholder  or any  Shareholder  Representatives  with  respect to any Santa Fe
Acquisition Proposal.


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            (c)  Prior  to  the  termination  of  the  Merger   Agreement,   the
Shareholder  will as promptly as possible notify Global orally of and confirm in
writing any requests to the Shareholder  for information in connection  with, or
the receipt of, any Santa Fe Acquisition Proposal or any inquiry with respect to
or  that  could  lead  to a  Santa  Fe  Acquisition  Proposal  directed  to  the
Shareholder.  The Shareholder  will (i) keep Global fully informed of the status
and  details  (including  any  changes or  proposed  changes  to such  status or
details) on a timely basis of any such requests,  Santa Fe Acquisition Proposals
or inquiries and (ii) provide to Global as soon as practicable  after receipt or
delivery  thereof with copies of all  correspondence  and other written material
sent or provided to the Shareholder  from any third party in connection with any
Santa Fe  Acquisition  Proposal or sent or provided  by the  Shareholder  to any
third party in connection  with any Santa Fe Acquisition  Proposal.  Any written
notice under this Section 2.03 may be given by facsimile with receipt  confirmed
or personal delivery.

            (d)  Prior  to  the  termination  of  the  Merger   Agreement,   the
Shareholder  shall not enter into any  agreement  with any person that  provides
for, or could reasonably be expected to materially  facilitate or is designed to
facilitate, a Santa Fe Acquisition Proposal.

            (e) The  provisions of this Section 2.03 do not prohibit or restrict
any Shareholder Representative who is also a Santa Fe Representative from taking
actions permitted by Section 7.3 of the Merger Agreement.

            Section 2.04.  Transfer of  Shareholder  Shares by the  Shareholder.
Prior to the Voting  Termination Date, the Shareholder shall not (a) subject any
of the  Shareholder  Shares  to, or  suffer  to exist on any of the  Shareholder
Shares,  any lien,  pledge,  security  interest,  charge or other encumbrance or
restriction,  other than  pursuant  to this  Agreement,  or (b) sell,  transfer,
assign,  convey or  otherwise  dispose of any interest in or title to any of the
Shareholder Shares (including any such action by operation of law), other than a
disposition by operation of law pursuant to the Merger.

            Section 2.05. Other Actions.  Prior to the Voting  Termination Date,
the Shareholder shall not take any action that would restrict,  limit, impede or
interfere with the performance of its obligations  hereunder or the transactions
contemplated hereby or by the Merger Agreement.

            Section 2.06. Consent under Intercompany Agreement.  The Shareholder
hereby consents, (i) pursuant to Section 3.1 of the Intercompany Agreement dated
as of June 9, 1997,  as  amended,  among  Santa Fe, the  Shareholder  and Kuwait
Petroleum  Corporation,  and (ii)  pursuant to Article  18.8 of the  Articles of
Association of Santa Fe, to the execution and delivery by Santa Fe of the Merger
Agreement, the issuance by Santa Fe of the Santa Fe Ordinary Shares contemplated
by  the  Merger  Agreement  and  the  performance  by  Santa  Fe  of  the  other
transactions contemplated by the Merger Agreement.


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                                  ARTICLE III

             REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANTS
                               OF THE SHAREHOLDER

       The Shareholder represents, warrants and covenants to Global that:

            Section 3.01.  Ownership.  The  Shareholder is as of the date hereof
the  beneficial  and legal owner of the  Shareholder  Shares  identified  in the
recitals to this  Agreement  (as  evidenced  by the Register of Members of Santa
Fe), the Shareholder has the sole right to vote the Shareholder Shares and there
are no  restrictions  on rights of disposition or other lien,  pledge,  security
interest,   charge  or  other  encumbrance  or  restriction  pertaining  to  the
Shareholder  Shares.  None of the  Shareholder  Shares is  subject to any voting
trust or other agreement,  arrangement or restriction with respect to the voting
of  the  Shareholder   Shares,   and  no  proxy,  power  of  attorney  or  other
authorization has been granted with respect to any of the Shareholder Shares.

            Section 3.02. Authority and Non-Contravention.  The Shareholder is a
company duly formed and validly  existing under the laws of the Cayman  Islands.
The Shareholder has the right, power and authority, and the Shareholder has been
duly authorized by all necessary  action  (including  consultation,  approval or
other action by or with any other person), to execute,  deliver and perform this
Agreement and consummate the transactions  contemplated  hereby. Such actions by
the  Shareholder  (a) require no action by or in respect of, or filing with, any
Governmental  Entity with  respect to the  Shareholder,  other than any required
filings  under  Section  13 of the  Exchange  Act,  and (b) do not and  will not
contravene  or  constitute  default  under any  provision of  applicable  law or
regulation  or any  agreement,  judgment,  injunction,  order,  decree  or other
instrument  binding on the  Shareholder or result in the imposition of any lien,
pledge, security interest,  charge or other encumbrance or restriction on any of
the Shareholder Shares (other than as provided in this Agreement with respect to
Shareholder Shares).

            Section 3.03. Binding Effect.  This Agreement has been duly executed
and delivered by the Shareholder  and is the valid and binding  agreement of the
Shareholder,  enforceable  against the Shareholder in accordance with its terms,
except as enforcement  may be limited by bankruptcy,  insolvency,  moratorium or
other  similar laws  relating to  creditors'  rights  generally and by equitable
principles  to which the remedies of specific  performance  and  injunctive  and
similar forms of relief are subject.

            Section 3.04.  Total  Shares.  The  Shareholder  Shares are the only
shares of Santa Fe owned  beneficially  by the  Shareholder or registered in the
name of the Shareholder as of the date hereof, and the Shareholder does not have
any option to  purchase  or right to  subscribe  for or  otherwise  acquire  any
securities  of Santa Fe and has no  other  interest  in or  voting  rights  with
respect to any other securities of Santa Fe.

            Section 3.05. Finder's Fees. No investment banker,  broker or finder
is entitled to a commission or fee from Santa Fe, Global,  or any other party to
the Merger  Agreement in respect of this Agreement based upon any arrangement or
agreement made by or on behalf of the Shareholder,  except as otherwise provided
in the Merger Agreement.


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<PAGE>


            Section 3.06.  Reasonable  Efforts.  Prior to the Voting Termination
Date,  the  Shareholder  shall use  reasonable  efforts to take,  or cause to be
taken, all actions,  and to do, or cause to be done, and to assist and cooperate
with Global in doing,  all things  necessary,  proper or advisable to consummate
and make  effective the Merger and the other  transactions  contemplated  by the
Merger Agreement and this Agreement.

                                   ARTICLE IV

               REPRESENTATIONS, WARRANTIES AND COVENANTS OF GLOBAL

       Global represents, warrants and covenants to the Shareholder that:

            Section  4.01.  Corporate  Power  and  Authority.   Global  has  all
requisite  corporate  power and  authority to enter into this  Agreement  and to
perform its obligations  hereunder.  The execution,  delivery and performance by
Global of this  Agreement  and the  consummation  by Global of the  transactions
contemplated  hereby have been duly authorized by all necessary corporate action
on the part of Global.

            Section 4.02. Binding Effect.  This Agreement has been duly executed
and  delivered  by  Global  and is a valid  and  binding  agreement  of  Global,
enforceable  against Global in accordance with its terms,  except as enforcement
may be limited by  bankruptcy,  insolvency,  moratorium  or other  similar  laws
relating to creditors' rights generally and by equitable principles to which the
remedies of specific  performance and injunctive and similar forms of relief are
subject.

                                    ARTICLE V

                                  MISCELLANEOUS

            Section 5.01. Expenses. Each party hereto shall pay its own expenses
(including, without limitation, the fees, costs and disbursements of counsel and
other advisors) incident to preparing for, entering into and carrying out this
Agreement and the consummation of the transactions contemplated hereby,
including, without limitation, any action at law or in equity to enforce or
interpret the terms of this Agreement.

            Section 5.02. Further Assurances.  From time to time, at the request
of the other party, each party shall execute and deliver or cause to be executed
and  delivered  such  additional  documents  and  instruments  and take all such
further action as may be necessary or desirable to consummate  the  transactions
contemplated by this Agreement.

            Section 5.03.  Specific  Performance.  The  Shareholder  agrees that
Global would be irreparably  damaged if for any reason the Shareholder  fails to
perform any of the  Shareholder's  obligations  under this  Agreement,  and that
Global would not have an adequate remedy at law for money damages in such event.
Accordingly,   Global  shall  be  entitled  to  seek  specific  performance  and
injunctive  and  other  equitable  relief to  enforce  the  performance  of this
Agreement by the Shareholder.  This provision is without  prejudice to any other
rights that Global may have against the  Shareholder  for any failure to perform
its obligations under this Agreement.

            Section  5.04.  Notices.  Any notice or  communication  required  or
permitted  hereunder  shall  be in  writing  and  either  delivered  personally,
telegraphed  or  telecopied  or sent by


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certified or registered mail, postage prepaid,  and shall be deemed to be given,
dated and received when so delivered  personally,  telegraphed or telecopied or,
if mailed, five business days after the date of mailing to the following address
or telecopy  number,  or to such other  address or  addresses as such person may
subsequently designate by notice given hereunder:

            (a)   if to Global, to:

                  Senior Vice President and General Counsel
                  Global Marine Inc.
                  777 N. Eldridge Parkway
                  Houston, Texas 77079-4493
                  Facsimile:  (281) 596-5196

                  with a copy to:

                  J. David Kirkland, Jr.
                  Baker Botts L.L.P.
                  3000 One Shell Plaza
                  Houston, Texas  77002
                  Facsimile:  713-229-7701

            (b)   if to Shareholder, to:

                  Nader A. Sultan, Deputy Chairman and Chief Executive Officer
                  P.O. Box 26565
                  Safat 13126
                  Kuwait
                  Telephone: 011.965.245.5455
                  Facsimile: 011.965.246.7159

                  with a copy to:

                  Skadden, Arps, Slate, Meagher & Flom LLP
                  4 Times Square
                  New York, New York  10036
                  Telephone:  212-735-3000
                  Facsimile:  212-735-2000
                  Attention:  Matthew J. Mallow, Esq.
                              Morris J. Kramer, Esq.

            Section  5.05.  Interpretation.  When a  reference  is  made in this
Agreement to Sections,  such  reference  shall be to a Section of this Agreement
unless  otherwise  indicated.  The headings  contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation  of this Agreement.  Whenever the word  "include,"  "includes" or
"including" are used in this  Agreement,  they shall be deemed to be followed by
the words "without  limitation." Unless the context otherwise requires,  "or" is
disjunctive but not necessarily exclusive, and words in the singular include the
plural  and in the plural  include  the  singular.  The term  "person"  is to be
interpreted  broadly to include any  corporation,  partnership,


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trust,  limited liability company,  government or other entity and any group (as
used with respect to Section 13(d) of the Exchange Act).

            Section 5.06. Counterparts. This Agreement may be executed in two or
more  counterparts,  all of which shall be considered one and the same agreement
and shall become  effective  when two or more  counterparts  have been signed by
each of the parties and delivered to the other party,  it being  understood that
all parties need not sign the same counterpart.

            Section 5.07. Entire Agreement;  No Third Party Beneficiaries.  This
Agreement  (a)  constitutes  the  entire  agreement  and  supersedes  all  prior
agreements  and  understandings,  both written and oral,  among the parties with
respect to the subject  matter hereto and (b) is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.

            Section 5.08.  Governing Law. This  Agreement  shall be governed and
construed in accordance  with the laws of the State of Delaware,  without giving
effect to the principles of conflicts of law thereof.

            Section  5.09.  Assignment.  Neither this  Agreement  nor any of the
rights,  interests  or  obligations  hereunder  shall be  assigned by any of the
parties  hereto  (whether by  operation of law or  otherwise)  without the prior
written  consent of the other party.  Subject to the  preceding  sentence,  this
Agreement  will be binding upon,  inure to the benefit of and be  enforceable by
the parties and their respective  successors and assigns. All costs and expenses
incurred in connection  with this Agreement shall be paid by the party incurring
such cost or expense.

            Section 5.10.  Amendments;  Termination.  This  Agreement may not be
modified,  amended,  altered or  supplemented,  except  upon the  execution  and
delivery of a written agreement executed by the parties hereto.

            Section  5.11.  Certain  Events.  The  Shareholder  agrees that this
Agreement and the obligations  hereunder shall attach to the Shareholder  Shares
beneficially  owned by such  Shareholder and shall be binding upon any person to
which  legal or  beneficial  ownership  of such shares  shall  pass,  whether by
operation of law or otherwise.

            Section 5.12.  Severability.  Whenever  possible,  each provision or
portion of any provision of this Agreement will be interpreted in such manner as
to be effective  and valid but if any  provision or portion of any  provision of
this Agreement is held to be invalid,  illegal or  unenforceable in any respect,
such  invalidity,  illegality  or  unenforceability  will not  affect  any other
provision  or portion of any  provision,  and this  Agreement  will be reformed,
construed and enforced as if such invalid, illegal or unenforceable provision or
portion of any  provision  had never been  contained  herein.  The parties shall
endeavor  in  good  faith  negotiations  to  replace  any  invalid,  illegal  or
unenforceable  provision  with a valid  provision  the  effects of which come as
close as possible to those of such invalid, illegal or unenforceable provision.



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


                                    SFIC HOLDINGS (CAYMAN), INC.



                                    By    /s/ Nader H. Sultan
                                       ---------------------------------------
                                       Name:  Nader H. Sultan
                                       Title: Chairman of the Board of Directors


                                    GLOBAL MARINE INC.



                                    By    /s/ Robert E. Rose
                                       ---------------------------------------
                                       Name:  Robert E. Rose
                                       Title: Chairman, President and
                                              Chief Executive Officer



            Kuwait Petroleum Corporation hereby agrees to be bound as if it were
the Shareholder by the provisions of Section 2.03 only of this Agreement.


                                    KUWAIT PETROLEUM CORPORATION



                                    By    /s/ Nader H. Sultan
                                       ---------------------------------------
                                       Name:  Nader H. Sultan
                                       Title: Deputy Chairman and
                                              Chief Executive Officer


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