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                                                                    EXHIBIT 10.3



                               FORM: VP OPERATIONS
                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into this
1st day of January, 2001, but is effective for all purposes as of the
Commencement Date (as hereinafter defined), by and between HORNBECK-LEEVAC
MARINE OPERATORS, INC., a Delaware corporation, (the "Employer"), and CARL G.
ANNESSA, residing at 1201 Bluewater Drive, Mandeville, Louisiana 70471 (the
"Employee").


                                   WITNESSETH:

         1. Employment. Employer hereby employs Employee, and Employee hereby
accepts such employment, upon the terms and subject to the conditions set forth
in this Agreement. Employee shall be employed by Employer but may serve (and if
requested by Employer shall serve) as an officer and/or director of its parent,
HORNBECK-LEEVAC Marine Services, Inc., a Delaware corporation ("Parent"), or any
subsidiary or affiliate of Employer or Parent.

         2. Term. The term of employment under this Agreement shall commence on
January 1, 2001 (the "Commencement Date") and shall continue through December
31, 2003; provided, however, that beginning on January 1, 2004, and on every
third January 1 thereafter (each a "Renewal Date"), the term of this Agreement
shall automatically be extended three additional years unless either party gives
the other written notice of termination at least ninety (90) days prior to any
such Renewal Date. Written notice by Employer shall be solely pursuant to duly
adopted resolution of Employer's or Parent's board of directors or, at such time
as Parent is subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended, the compensation committee of Parent's board of
directors. If Employee is terminated by Employer pursuant to such notice of
nonrenewal, Employer shall pay to Employee as severance pay an amount equal to
one half of Employee's basic annualized salary for the year preceding such
termination and shall continue Employee's medical insurance and other benefits
for six months following such termination. Employee shall have no further rights
or obligations hereunder.

         3. Compensation and Benefits.

                  (a) Employer shall pay to Employee as compensation for all
         services rendered by Employee a basic annualized salary of $160,000
         during the initial three (3) year term of this Agreement (the "Basic
         Salary"), or such other sums as the parties may agree on from time to
         time, payable semi-monthly or in other more frequent installments, as
         determined by the Board (as hereinafter defined). The compensation
         committee of the board of directors of Parent, by providing direction
         through the board of directors of Employer (collectively, the board of
         directors of Parent, the compensation committee of Parent and the board
         of directors of Employer are referred to as the "Board") shall have the
         right to increase Employee's compensation from time to time and
         Employee shall be entitled to an annual review thereof or more
         frequently as determined by the Board. In addition, the Board, in its
         discretion, may, with respect to any year during the term hereof, award
         a bonus or bonuses to Employee; provided, however, Employer shall
         annually provide Employee with a bonus as more particularly described
         in Appendix "A" attached hereto, which Appendix "A" may be modified,
         supplemented, or replaced from time to time by written agreement
         between Employer and Employee.


         The compensation provided for in this Section 3(a) shall be in addition
to any pension or profit sharing payments set aside or allocated for the benefit
of Employee in either a tax qualified plan or otherwise.

                  (b) If the Board determines in its sole discretion that
         general economic conditions, the economic conditions of the oil and gas
         industry or the financial condition of Parent require such measures,
         the Board may reduce Employee's compensation hereunder, but in any such
         case by no more nor less than the percentage by which it has reduced
         and only if it reduces concurrently the compensation of all executive
         management and mid-management shore-based employees of Parent and its
         subsidiaries.


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                  (c) Employer shall reimburse Employee for all reasonable
         expenses incurred by Employee in the performance of his duties under
         this Agreement; provided, however, that Employee must furnish to
         Employer an itemized account, satisfactory to Employer, in
         substantiation of such expenditures.

                  (d) Employee shall be entitled to such fringe benefits
         including, but not limited to, medical and family insurance benefits as
         may be provided from time to time by Employer to other senior officers
         of Employer; provided, however, that any health insurance shall not
         provide for a preexisting condition limitation, and, provided further,
         that during the term of this Agreement, such fringe benefits shall
         always be equal to, at a minimum, the maximum fringe benefits provided
         in a particular year to any other officer of Employer or Parent other
         than with respect to the grant of an award under any Incentive
         Compensation Plan of Employer.

                  (e) To the extent permitted by applicable law and terms of the
         benefit plans, Employer shall include in Employee's credited service,
         in any case where credited service is relevant in determining
         eligibility for or benefits under any employee benefits plan, the
         Employee's service for any parent, subsidiary or affiliate of Employer
         or for any predecessor thereof and time served at prior employers.

                  (f) Employer shall provide Employee with an automobile during
         the term of the Agreement as approved by the CEO and President.
         Employer will also pay for auto insurance, maintenance and fuel.
         Employee may use the automobile for personal use and will pay all taxes
         related to such personal use.

                  (g) Employee shall be eligible to participate in such
         incentive compensation and stock option plans that have been approved
         or may in the future be approved by the shareholders of Parent or
         Employer and administered by the Board.

         4. Duties. Employee is engaged and shall serve as Vice President of
Operations of (i) Parent, (ii) Hornbeck Offshore Services, Inc., (iii) Employer,
(iv) LEEVAC Marine, Inc. and (v) any other subsidiaries of Parent that may be
formed or acquired. In addition, Employee shall have such other duties and hold
such other offices as may from time to time be reasonably assigned to him by the
Board.

         5. Extent of Services; Vacations and Days Off.

                  (a) During the term of his employment under this Agreement,
         Employee shall devote his full business time, energy and attention to
         the benefit and business of Employer as may be necessary in performing
         his duties pursuant to this Agreement. Employee shall not provide
         services of a business nature to any other person other than that which
         has been disclosed and permitted by the Employer.

                  (b) Employee shall be entitled to vacations and holidays with
         pay and to such personal and sick leave with pay in accordance with the
         policy of Employer as may be established from time to time by Employer
         and applied to other senior officers of Employer; provided, however,
         that Employee shall annually be entitled to the maximum number of
         vacation days and holidays afforded to any other officer of Employer or
         Parent.

         6. Facilities. Employer shall provide Employee with a fully furnished
office, and the facilities of Employer shall be generally available to Employee
in the performance of his duties pursuant to this Agreement; it being understood
and contemplated by the parties that all equipment, supplies and office
personnel required for Employee's performance of duties under this Agreement
shall be supplied by Employer.

         7. Illness or Incapacity, Termination on Death.

                  (a) If Employee dies during the term of his employment,
         Employer shall pay to the estate of Employee such compensation,
         including any bonus compensation earned but not yet paid, as would
         otherwise have been payable to Employee for a period of one (1) year
         following his death and shall






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         continue to provide medical insurance and other benefits to which
         Employee's dependents would otherwise have been entitled for the same
         period. Except for the benefits set forth in the preceding sentence and
         any life insurance benefits included in the benefit package provided at
         such time by Employer to Employee, Employer shall have no additional
         financial obligation under this Agreement to Employee or his estate.
         After receiving the payments and health insurance benefits provided in
         this subparagraph (a), Employee and his estate shall have no further
         rights under this Agreement.

                  (b)

                           (i) During any period of disability, illness or
                  incapacity during the term of this Agreement that renders
                  Employee at least temporarily unable to perform the services
                  required under this Agreement for a period that shall not
                  equal or exceed ninety (90) continuous days (provided that a
                  return to full work status of less than five full days shall
                  be deemed not to interrupt the calculation of such 90 days),
                  Employee shall receive the compensation payable under Section
                  3(a) of this Agreement plus any bonus compensation earned
                  through the last day of such ninety (90) day period but not
                  yet paid, less any benefits received by him under any
                  disability insurance carried by or provided by Employer. All
                  rights of Employee under this Agreement (other than rights
                  already accrued) shall terminate as provided below upon
                  Employee's permanent disability (as defined below), although
                  Employee shall continue to receive any disability benefits to
                  which he may be entitled under any disability income insurance
                  that may be carried by or provided by Employer from time to
                  time; Employer hereby agrees to provide such insurance on a
                  same occupation basis.

                           (ii) The term "permanent disability" as used in this
                  Agreement shall mean "permanent disability" under any long
                  term disability plan maintained by Employer that covers
                  Employee. In the absence of such a plan, "permanent
                  disability" shall mean the inability of Employee, as
                  determined by the Board, by reason of physical or mental
                  disability to perform the duties required of him under this
                  Agreement for a period of at least ninety (90) days in any
                  one-year period. Upon such determination, the Board may
                  terminate Employee's employment under this Agreement upon ten
                  (10) days' prior written notice. If any determination of the
                  Board with respect to permanent disability is disputed by
                  Employee, the parties hereto agree to abide by the decision of
                  a panel of three physicians. Employee and the Board shall each
                  appoint one member, and the third member of the panel shall be
                  appointed by the other two members. Employee agrees to make
                  himself available for and submit to examinations by such
                  physicians as may be directed by the Board. Failure to submit
                  to any such examination shall constitute a breach of a
                  material part of this Agreement.

         8. Other Terminations.

                  (a)

                           (i) Employee may terminate his employment hereunder
                  for any reason whatsoever upon giving at least thirty (30)
                  days' prior written notice. In addition, Employee shall have
                  the right to terminate his employment hereunder on the
                  conditions and at the times provided for in Section 8(d) of
                  the Agreement.

                           (ii) If Employee gives notice pursuant to Section
                  8(a)(i) above, Employer shall have the right to relieve
                  Employee, in whole or in part, of his duties under this
                  Agreement (without reduction in compensation through the
                  termination date).

                  (b)

                           (i) Except as otherwise provided in this Agreement,
                  Employer may terminate the employment of Employee hereunder
                  only for "good cause" (as defined below) and upon written
                  notice.

                           (ii) As used herein, "good cause" shall include:




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                                    (1) Employee's conviction of either a felony
                           involving moral turpitude or any crime in connection
                           with his employment by Employer that causes Employer
                           a substantial detriment, but specifically shall not
                           include traffic offenses;

                                    (2) actions or inactions by Employee that
                           clearly are contrary to the best interests of
                           Employer;

                                    (3) Employee's willful failure to take
                           actions permitted by law and necessary to implement
                           policies of the Board that the Board has communicated
                           to him in writing, provided that such policies that
                           are reflected in minutes of a Board meeting attended
                           in its entirety by Employee shall be deemed
                           communicated to Employee;

                                    (4) Employee's continued failure to devote
                           his full business time, energy and attention to his
                           duties as an executive officer of Employer or its
                           affiliates, following written notice from the Board
                           to Employee of such failure; or

                                    (5) any condition that either resulted from
                           Employee's substantial dependence on alcohol, or any
                           narcotic drug or other controlled or illegal
                           substance. If any determination of substantial
                           dependence is disputed by Employee, the parties
                           hereto agree to abide by the decision of a panel of
                           three physicians appointed in the manner specified in
                           Section 7(b)(ii) of this Agreement.

                                    (6) With respect to (2) through (5) above,
                           such circumstances shall not constitute "good cause"
                           unless Employee has failed to cure such circumstances
                           within 10 business days following written notice
                           thereof from the Board identifying in reasonable
                           detail the manner in which the Employer believes that
                           Employee has not performed such duties and indicating
                           the steps Employer requires to cure such
                           circumstances.

                           (iii) Termination of the employment of Employee for
                  reasons other than those expressly specified in this Agreement
                  as good cause shall be deemed to be a termination of
                  employment "without good cause."

                  (c)

                           (i) If Employer shall terminate the employment of
                  Employee without good cause effective on a date earlier than
                  the termination date provided for in Section 2 (with the
                  effective date of termination as so identified by Employer
                  being referred to herein as the "Accelerated Termination
                  Date"), Employee, until the termination date provided for in
                  Section 2 or until the date that is one (1) year after the
                  Accelerated Termination Date, whichever is later, shall
                  continue to receive the salary and other compensation and
                  benefits specified in Section 3, in each case in the amount
                  and kind and at the time provided for in Section 3; provided
                  that, notwithstanding such termination of employment,
                  Employee's covenants set forth in Sections 10 and 11 shall
                  remain in full force and effect; provided further that, at
                  Employer's option, Employee's covenants set forth in Sections
                  10 and 11 shall remain in full force and effect for an
                  additional one (1) year following the period referred to in
                  Sections 10 and 11 if Employer elects to provide and provides
                  to Employee the salary and other compensation and other
                  benefits specified in Section 3 for an additional period of
                  one (1) year following the period referred to in the first
                  sentence of this Section (8)(c)(i).

                           (ii) If Employer shall terminate the employment of
                  Employee without good cause effective on a date earlier than
                  the termination date provided for in Section 2, any and all
                  options, rights or awards granted in conjunction with Parent's
                  or Employer's incentive compensation and stock option plans
                  shall immediately vest.

                           (iii) The parties agree that, because there can be no
                  exact measure of the damage that would occur to Employee as a
                  result of a termination by Employer of Employee's employment




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                  without good cause, the payments and benefits paid and
                  provided pursuant to this Section 8(c) shall be deemed to
                  constitute liquidated damages and not a penalty for Employer's
                  termination of Employee's employment without good cause, and
                  Employer agrees that Employee should not be required to
                  mitigate his damages.

                  (d)

                           (i) If a Change in Control of Employer, as defined in
                  Section 8(d)(ii) shall occur, and Employee shall:

                                    (1) have his employment constructively
                           terminated by Employer because Employer:

                                             (A) has after the Change in Control
                                    reduced Employee's annual base salary or
                                    potential bonus level or any incentive
                                    compensation or stock option plan benefit
                                    (as in effect immediately before such Change
                                    in Control);

                                             (B) has relocated Employee's office
                                    to a location that is more than 35 miles
                                    from the location in which Employee
                                    principally works for Employer or Parent
                                    immediately before such Change in Control;

                                             (C) has relocated the principal
                                    executive office of Parent, Employer or the
                                    office of Employer's operating group for
                                    which Employee performed the majority of his
                                    services for Employer during the year before
                                    the Change in Control to a location that is
                                    more than 35 miles from the location of such
                                    office immediately before such Change in
                                    Control;

                                             (D) has required Employee, in order
                                    to perform duties of substantially equal
                                    status, dignity and character to those
                                    duties Employee performed immediately before
                                    the Change in Control, to travel on
                                    Employer's business to a substantially
                                    greater extent than is consistent with
                                    Employee's travel obligations immediately
                                    before such Change in Control;

                                             (E) has failed to continue to
                                    provide Employee with benefits substantially
                                    equivalent to those enjoyed by Employee
                                    under any of Employer's life insurance,
                                    medical, health and accident or disability
                                    plans and incentive compensation or stock
                                    option plans in which Employee was
                                    participating immediately before the Change
                                    in Control;

                                             (F) has taken any action that would
                                    directly or indirectly materially reduce any
                                    of such benefits or deprive Employee of any
                                    material fringe benefit enjoyed by Employee
                                    immediately before the Change in Control;

                                             (G) has failed to provide Employee
                                    with at least the number of paid vacation
                                    days to which Employee is entitled on the
                                    basis of years of service under Employer's
                                    normal vacation policy in effect immediately
                                    before the Change in Control giving credit
                                    for time served at prior employers;

                                    (2) voluntarily terminate his employment
                           within one year following such Change in Control and
                           such termination shall be as a result of Employee's
                           good faith determination that as a result of the
                           Change in Control and a change in circumstances
                           thereafter significantly affecting his position other
                           than those listed in Section 8(d)(i)(1) above, he can
                           no longer adequately exercise the authorities,
                           powers, functions or duties attached to his position
                           as an executive officer of Employer, Parent or any of
                           their affiliates; or




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                                    (3) voluntarily terminate his employment
                           within one year following such Change in Control, and
                           such termination shall be as a result of Employee's
                           good faith determination that he can no longer
                           perform his duties as an executive officer of
                           Employer by reason of a substantial diminution in his
                           responsibilities, status, title or position;

                                    (4) have his employment terminated by
                           Employer for reasons other than those specified in
                           Section 8(b)(ii) within one (1) year following such
                           Change in Control;


then in any of the above four cases, Employee shall have, instead of the rights
described in Section 3(a), the right to immediately terminate this Agreement and
receive from Employer, within fifteen business days following the date Employee
notifies Employer of his constructive or voluntary termination pursuant to this
Section 8(d)(i)(1), (2) or (3) or within three business days of having his
employment terminated under 8(d)(i)(4) above, (A) a lump sum cash payment equal
to three times the amount of Employee's Basic Salary with respect to the year in
which such termination has occurred plus three times the amount of any bonus
awarded to Employee with respect to the year immediately preceding the year in
which such termination occurred, provided, however, that if Employee for any
reason did not receive a bonus in the immediately preceding year, Employee shall
be deemed for purposes of this Section 8(d)(i) to have received a bonus in the
amount of one-fourth of his annual Basic Salary for such year, and (B) medical
plan coverage and other insurance benefits provided for himself and his spouse
and dependents (to the extent his spouse and dependents are covered under the
medical plan and other insurance benefits as of the date of Employee's
termination of employment) for a period of three (3) years following the date of
Employee's termination of employment, and (C) any and all options, rights or
awards granted in conjunction with the Parent's or Employer's incentive
compensation or stock option plans shall immediately vest. Employee shall not be
required to mitigate the amount of any payment provided for in this Section
8(d)(i) by seeking other employment or otherwise. To the extent the provision of
any such medical benefits are taxable to Employee or his spouse or dependents,
Employer shall "gross up" Employee for such taxes based on Employee's actual tax
rate (certified to Employer by Employee), up to 35% (without a "gross up" on the
initial gross up). The obligation to provide this medical plan coverage shall
terminate in the event Employee becomes employed by another employer that
provides a medical plan that fully covers Employee and his dependents without a
preexisting condition limitation.

                           (ii) For purposes of this Agreement, a "Change in
                  Control" shall mean:

                                    (1) the obtaining by any party or group
                           acting in concert (other than current stockholders
                           and warrantholders or their affiliates) of fifty
                           percent (50%) or more of the voting shares of Parent
                           pursuant to a "tender offer" for such shares as
                           provided under Rule d-2 promulgated under the
                           Securities Exchange Act of 1934, as amended, or any
                           subsequent comparable federal rule or regulation
                           governing tender offers; or

                                    (2) individuals who were members of the
                           Parent's board of directors immediately prior to any
                           particular meeting of any Parent's shareholders that
                           involves a contest for the election of directors fail
                           to constitute a majority of the members of such
                           Parent's board of directors following such election;
                           or

                                    (3) Parent executing an agreement concerning
                           the sale of substantially all of its assets to a
                           purchaser that is not the Employer, Parent or a
                           direct or indirect subsidiary of Parent or the
                           affiliate of Parent; or

                                    (4) Parent's or Employer's adoption of a
                           plan of dissolution or liquidation; or

                                    (5) Parent's executing an agreement
                           concerning a merger or consolidation in which Parent
                           is not the surviving corporation or if, immediately
                           following such merger or consolidation, less than
                           fifty percent (50%) of the surviving corporation's
                           outstanding





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                           voting stock is held by persons who were shareholders
                           and/or warrantholders of Parent immediately prior to
                           the merger or consolidation or their affiliates.

                           (iii) The provisions of Section 8(c) and this Section
                  8(d) are mutually exclusive; provided, however, that if within
                  one year following commencement of a Section 8(c) payout there
                  shall be a Change in Control as defined in Section 8(d)(ii),
                  then Employee shall be entitled to the amount payable to
                  Employee under Section 8(d)(i) reduced by the amount that
                  Employee has received under Section 8(c) up to the date of the
                  Change in Control. The triggering of the lump sum payment
                  requirement of this Section 8(d) shall cause the provisions of
                  Section 8(c) to become inoperative. The triggering of the
                  continuation of payment provisions of Section 8(c) shall cause
                  the provisions of Section 8(d) to become inoperative except to
                  the extent provided in this Section 8(d)(iii).

                  (e) If the employment of Employee is terminated for good cause
         under Section 8(b)(ii) of this Agreement, or if Employee voluntarily
         terminates his employment by written notice to Employer under Section
         8(a) of this Agreement without reliance on Section 8(d), Employer shall
         pay to Employee any compensation earned but not paid to Employee prior
         to the effective date of such termination. Under such circumstances,
         such payment shall be in full and complete discharge of any and all
         liabilities or obligations of Employer to Employee hereunder, and
         Employee shall be entitled to no further benefits under this Agreement.

         9. Inventions and Other Intellectual Property. Employee hereby agrees
that any design, invention, copyright or trademark materials made or created as
a result of or in connection with the duties of Employee hereunder shall be the
sole and exclusive property of Employer, and Employee hereby assigns and
transfers to Employer the entire right, title and interest of Employee in and to
the foregoing. Employee further agrees that, at Employer's request and expense,
Employee will execute any deeds, assignments or other documents necessary to
transfer any such design, invention, copyright or trademark materials to
Employer and will cooperate with Employer or its nominee in perfecting
Employer's title (or the title of Employer's nominee) in such materials. During
the term of his employment, Employee shall keep Employer informed of the
development of all designs, inventions or copyright materials made, conceived or
reduced to practice by Employee, in whole or in part, alone or with others, that
either result from any work Employee may do for or at the request of Employer or
any affiliate of Employer or are related to the present or contemplated
activities, investigations or obligations of Employer or any affiliate of
Employer. If any such design, invention, or copyright material relating in any
manner to the business of Employer or Parent or any research and development of
Employer or any affiliate of Employer is disclosed by Employee within six (6)
months after leaving the employ of Employer, it shall be presumed that such
design, invention, copyright or trademark materials resulted or were conceived
from developments made during the period of the employment by Employer of
Employee (unless Employee can conclusively prove that such design, invention,
copyright or trademark materials were conceived, made and discovered solely
during the period following termination of employment hereunder) and Employee
agrees that any such design, invention, copyright or trademark materials shall
belong to Employer.

         10. Confidentiality. During the term of Employee's employment, whether
pursuant to this Agreement, any automatic or other renewal hereof or otherwise,
and for a period of eighteen (18) months thereafter, and except as may be
otherwise herein provided, Employee agrees to keep in strict secrecy and
confidence any and all information Employee assimilates or to which he has
access during his employment by Employer or its predecessor and which has not
been publicly disclosed and is not a matter of common knowledge in the fields of
work of Employer, including, but not limited to, customer list, vessel designs,
operational methods and procedures, cost structures and contract terms. Employee
agrees that both during and for a period of eighteen (18) months after the term
of his employment by Employer, he will not, without the prior written consent of
Employer, disclose any such confidential information to any third person,
partnership, joint venture, company, corporation or other organization, nor
exploit such information (either for Employee's or any other person's benefit).
In the event that either party receives notice from any person that it may
become legally compelled to disclose any of the other party's information, such
party will immediately supply the other party with written notice thereof and
such party shall not disclose any such information until the other party has had
an opportunity to seek a protective order or other arrangement to prevent the
disclosure of the information.




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         11. Noncompetition and Nonsolicitation. Employee hereby acknowledges
that, during and, in some instances, solely as a result of his employment by
Employer, he has received or shall receive and shall continue to receive access
to confidential information and business and professional contacts of Employer.
In consideration of the special and unique opportunities afforded to Employee by
Employer as a result of Employee's employment, as outlined in the previous
sentence, Employee hereby agrees as follows:

                  (a) During the term of Employee's employment, whether pursuant
         to this Agreement, any automatic or other renewal hereof or otherwise,
         and for a period of twelve (12) months thereafter, and, except as may
         be otherwise herein provided, Employee shall not, directly or
         indirectly, enter into, engage in, be employed by or consult any
         business which competes with the business of Employer by selling,
         offering to sell, soliciting offers to buy, or producing, or by
         consulting with others concerning the selling or producing of, any
         product or service substantially similar to those now sold, produced or
         provided by Employer in those locations where Employer or any of its
         affiliates has provided or offered to provide products or services
         ("Competitor"). Employee shall not engage in such prohibited
         activities, either as an individual, partner, officer, director,
         stockholder, employee, advisor, independent contractor, joint venturer,
         consultant, agent, or representative or salesman for any person, firm,
         partnership, corporation or other entity so competing with Employer.
         The restrictions of this Section 11 shall not be violated by (i) the
         ownership of no more than 5% of the outstanding securities of any
         company whose stock is publicly traded, (ii) other outside business
         investments approved in writing by the Chief Executive Officer or
         President of Employer that do not in any manner conflict with the
         services to be rendered by Employee for Employer and its affiliates and
         that do not diminish or detract from Employee's ability to render his
         attention to the business of Employer and its affiliates, or (iii)
         employment by a firm that may have as a client or customer: (A) a
         Competitor to Employer or (B) any of the clients or customers of
         Employer with whom Employee did business during the term of Employee's
         employment, so long as Employee does not indirectly serve, advise or
         consult in any way such Competitor to Employer or client or customer of
         Employer, respectively, for a period of twelve (12) months after
         Employee's termination.

                  (b) During his employment with Employer and for a period of
         twelve (12) months thereafter, and except as may be otherwise herein
         provided, Employee agrees he will refrain from and will not, directly
         or indirectly, as an individual, partner, officer, director,
         stockholder, employee, advisor, independent contractor, joint venturer,
         consultant, agent, representative, salesman or otherwise (1) solicit
         any of the employees of Employer to terminate their employment or (2)
         accept employment with or seek remuneration by any of the clients or
         customers of Employer with whom Employer did business during the term
         of Employee's employment.

                  (c) The parties hereto agree that the foregoing restrictive
         covenants set forth in Sections 11(a) and (b) are essential elements of
         this Agreement, and that, but for the agreement of Employee to comply
         with such covenants, Employer would not have agreed to enter into this
         Agreement. Such covenants by Employee shall be construed as agreements
         independent of any other provision in this Agreement. The existence of
         any claim or cause of action of Employee against Employer, whether
         predicated on this Agreement, or otherwise, shall not constitute a
         defense to the enforcement by Employer of such covenants.

                  (d) The parties hereto agree that if any portion of the
         covenants set forth in this Section 11 are held to be invalid,
         unreasonable, arbitrary or against public policy, then such portion of
         such covenants shall be considered divisible both as to time and
         geographical area. Employer and Employee agree that, if any court of
         competent jurisdiction determines the specified time period or the
         specified geographical area applicable to this Section 11 to be
         invalid, unreasonable, arbitrary or against public policy, a lesser
         time period or geographical area which is determined to be reasonable,
         non-arbitrary and not against public policy may be enforced against
         Employee. Employer and Employee agree that the foregoing covenants are
         appropriate and reasonable when considered in light of the nature and
         extent of the business conducted by Employer.

         12. Injunctive Relief. Employee agrees that damages at law will be an
insufficient remedy to Employer if Employee violates or attempts or threatens to
violate the terms of Sections 9, 10 or 11 of this





                                       8
<PAGE>   9

Agreement and that Employer would suffer irreparable damage as a result of such
violation or attempted or threatened violation. Accordingly, it is agreed that
Employer shall be entitled, upon application to a court of competent
jurisdiction, to obtain injunctive relief to enforce the provisions of such
Sections, which injunctive relief shall be in addition to any other rights or
remedies available to Employer, at law or in equity. In the event either party
commences legal action relating to the enforcement of the terms of Sections 9,
10 or 11 of this Agreement, the prevailing party in such action shall be
entitled to recover from the other party all of the costs and expenses in
connection therewith, including reasonable fees and disbursements of counsel
(both at trial and in appellate proceedings).

         13. Compliance with Other Agreements. Employee represents and warrants
that the execution of this Agreement by him and his performance of his
obligations hereunder will not conflict with, result in the breach of any
provision of or the termination of or constitute a default under any agreement
to which Employee is a party or by which Employee is or may be bound.

         14. Waiver of Breach. The waiver by Employer of a breach of any of the
provisions of this Agreement by Employee shall not be construed as a waiver of
any subsequent breach by Employee.

         15. Binding Effect; Assignment. The rights and obligations of Employer
under this Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of Employer. This Agreement is a personal employment
contract and the rights, obligations and interests of Employee hereunder may not
be sold, assigned, transferred, pledged or hypothecated.

         16. Indemnification. Employee shall be entitled throughout the term of
this Agreement and thereafter to indemnification by Parent and Employer in
respect of any actions or omissions as an employee, officer or director of
Parent, Employer (or any successor thereof) to the fullest extent permitted by
law. Parent and Employer also agree to obtain directors and officers (D&O)
insurance in a reasonable amount determined by the Board and to maintain such
insurance during the term of this Agreement (as such Agreement may be extended
from time to time) and for a period of twelve (12) months following the
termination of this Agreement, as so extended.

         17. Entire Agreement. This Agreement contains the entire agreement and
supersedes all prior agreements and understandings, oral or written, with
respect to the subject matter hereof. This Agreement may be changed only by an
agreement in writing signed by the party against whom any waiver, change,
amendment, modification or discharge is sought.

         18. Construction and Interpretation.

                  (a) The Board shall have the sole and absolute discretion to
         construe and interpret the terms of this Agreement, unless another
         individual or entity is charged with such responsibility.

                  (b) This Agreement shall be construed pursuant to and governed
         by the laws of the State of Louisiana (but any provision of Louisiana
         law shall not apply if the application of such provision would result
         in the application of the law of a state or jurisdiction other than
         Louisiana).

                  (c) The headings of the various sections in this Agreement are
         inserted for convenience of the parties and shall not affect the
         meaning, construction or interpretation of this Agreement.

                  (d) Any provision of this Agreement that is determined by a
         court of competent jurisdiction to be prohibited, unenforceable or not
         authorized in any jurisdiction shall, as to such jurisdiction, be
         ineffective to the extent of such prohibition, unenforceability or
         non-authorization without invalidating the remaining provisions hereof
         or affecting the validity, enforceability or legality of such provision
         in any other jurisdiction. In any such case, such determination shall
         not affect any other provision of this Agreement, and the remaining
         provisions of this Agreement shall remain in full force and effect. If
         any provision or term of this Agreement is susceptible to two or more
         constructions or interpretations, one or








                                       9
<PAGE>   10

         more of which would render the provision or term void or unenforceable,
         the parties agree that a construction or interpretation that renders
         the term or provision valid shall be favored.

         19. Notice. All notices that are required or may be given under this
Agreement shall be in writing and shall be deemed to have been duly given when
received if personally delivered; when transmitted if transmitted by telecopy or
similar electronic transmission method; one working day after it is sent, if
sent by recognized expedited delivery service; and five days after it is sent,
if mailed, first class mail, certified mail, return receipt requested, with
postage prepaid. In each case notice shall be sent to:


         To Employer:

         HORNBECK-LEEVAC Marine Operators, Inc.
         Attention:  Christian G. Vaccari, CEO
         414 N. Causeway Blvd.
         Mandeville, LA  70448


         To Employee at his address herein first above written.

         20. Venue; Process. The parties to this Agreement agree that
jurisdiction and venue in any action brought pursuant to this Agreement to
enforce its terms or otherwise with respect to the relationships between the
parties shall properly lie in the 22nd Judicial District Court for the Parish of
St. Tammany or in the United States District Court for the Eastern District of
Louisiana, New Orleans Division, New Orleans Office. Such jurisdiction and venue
are merely permissive; jurisdiction and venue shall also continue to lie in any
court where jurisdiction and venue would otherwise be proper.





                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






                                       10
<PAGE>   11



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.



                                EMPLOYER:

                                HORNBECK-LEEVAC MARINE OPERATORS, INC.


                                By: /s/ CHRISTIAN G. VACCARI
                                   --------------------------------------------
                                Name: Christian G. Vaccari
                                     ------------------------------------------
                                Title: C.E.O.
                                      -----------------------------------------


                                EMPLOYEE:

                                /s/ CARL G. ANNESSA
                                -----------------------------------------------
                                CARL G. ANNESSA


ACKNOWLEDGED AND AGREED TO FOR PURPOSES OF GUARANTEEING THE FINANCIAL
OBLIGATIONS OF EMPLOYER TO EMPLOYEE:

HORNBECK-LEEVAC MARINE SERVICES, INC.


By: /s/ CHRISTIAN G. VACCARI
   --------------------------------------------
Name: Christian G. Vaccari
     ------------------------------------------
Title: C.E.O.
      -----------------------------------------





                                       11
<PAGE>   12




                                   APPENDIX A


         Employer shall annually provide Employee with a bonus that is at least
equal as a percentage of Basic Salary as is determined by comparing the actual
Parent (i) earnings before interest, taxes, depreciation, and amortization
calculated on a consolidated basis with Parent's subsidiaries (the "EBITDA") and
(ii) fully diluted earnings per share (the "EPS"), such actual Parent EBITDA and
EPS performance, to be derived from audited financial statements of Parent and
its consolidated subsidiaries prepared in accordance with generally accepted
accounting principles ("GAAP"), taking into account accruals for such bonuses
for Employee and other employees of Employer, to their respective Parent EBITDA
and EPS targets set in advance by the Board (each referred to herein as a
"Target" and collectively, as the "Targets") for each fiscal year under the term
of this Agreement as contemplated below.

         Employer and Employee agree that targets are to be aggressively set by
the Board such that the bonus incentives for Employee are aligned with Parent
shareholder goals for each fiscal year. Fifty percent (50%) of the bonus shall
be based upon a percentage comparison of actual Parent EBITDA performance to the
EBITDA Target for such fiscal year, and the remaining fifty percent (50%) shall
be based upon a percentage comparison of actual Parent EPS performance to the
EPS Target for such fiscal year.


         Bonus awards for each Target based upon such percentage comparisons are
as follows:

                  (i) achievement of eighty percent (80%) of Target earns a
         bonus of twelve and one-half percent (12.5%) of Basic Salary;

                  (ii) achievement of one hundred percent (100%) of Target earns
         a bonus of thirty-seven and one-half (37.5%) of Basic Salary; and

                  (iii) achievement of one hundred fifty percent (150%) of
         Target earns a bonus of seventy-five percent (75%) of Basic Salary.

Bonuses for Target achievement percentages (i) greater than eighty percent (80%)
and less than one hundred percent (100%) and (ii) greater than one hundred
percent (100%) but less than one hundred fifty percent (150%) shall be
determined by the Board using a curve which is a straight line connecting eighty
percent (80%) and one hundred percent (100%) and another line connecting one
hundred percent (100%) and one hundred fifty percent (150%). Notwithstanding the
above, the Board, in its sole discretion, may award a bonus to Employee for a
Target achievement percentage that is less than eighty percent (80%), and the
Board, in its sole discretion, may award an additional bonus to Employee for a
Target achievement percentage in excess of one hundred fifty percent (150%).

         Notwithstanding the above, the Year 2001 Target for Parent EBITDA
performance shall be $21,700,000 and for Parent EPS performance shall be $0.22
per share. Based upon the RBC Dominion Securities prepared offering memorandum
projections, the Year 2002 Target for Parent EBITDA performance shall be
$35,200,000 and for Parent EPS performance shall be $0.36 per share.

                                EMPLOYER:

                                HORNBECK-LEEVAC MARINE OPERATORS, INC.


                                By: /s/ CHRISTIAN G. VACCARI
                                   --------------------------------------------
                                Name: Christian G. Vaccari
                                     ------------------------------------------
                                Title: C.E.O.
                                      -----------------------------------------







                                       12
<PAGE>   13

                                EMPLOYEE:

                                /s/ CARL G. ANNESSA
                                -----------------------------------------------
                                CARL G. ANNESSA


ACKNOWLEDGED AND AGREED TO FOR PURPOSES OF GUARANTEEING THE FINANCIAL
OBLIGATIONS OF EMPLOYER TO EMPLOYEE:

HORNBECK-LEEVAC MARINE SERVICES, INC.


By: /s/ CHRISTIAN G. VACCARI
   --------------------------------------------
Name: Christian G. Vaccari
     ------------------------------------------
Title: C.E.O.
      -----------------------------------------