**Exhibit 10.7****EMPLOYMENT AGREEMENT**     THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Superior OffshoreInternational, Inc., a Delaware corporation (“Company”), and David Weinhoffer (“Executive”).**W I T N E S S E T H:**     WHEREAS, Executive has accepted an offer of employment with the Company and has agreed tobecome employed by the Company effective May 29, 2007; and     WHEREAS, Company is desirous of employing Executive on the terms and conditions, and for theconsideration, hereinafter set forth and Executive is desirous of being so employed by Company onsuch terms and conditions and for such consideration;     NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligationscontained herein, Company and Executive agree as follows:**ARTICLE 1: EMPLOYMENT AND DUTIES**     **1.1 Employment; Effective Date.**Effective as of May 29, 2007 (the “Effective Date”), andcontinuing for the period of time set forth in Article 2 of this Agreement, Company agrees toemploy Executive and Executive agrees to be employed by Company, subject to the terms andconditions of this Agreement.     **1.2 Positions.**From and after the Effective Date, Company shall employ Executive in theposition of Vice President—Business Development, or in such other positions as the parties mutuallymay agree.     **1.3 Duties and Services.**Executive agrees to serve in the position referred to in paragraph1.2 and to perform diligently and to the best of his abilities the duties and services appertainingto such offices, as well as such additional duties and services appropriate to such offices whichthe parties mutually may agree upon from time to time. Executive’s employment shall also besubject to the policies maintained and established by Company that are of general applicability toCompany’s executive employees, as such policies may be amended from time to time.     **1.4 Other Interests.**Executive agrees, during the period of his employment by Company, todevote his primary business time, energy and best efforts to the business and affairs of Companyand its affiliates and not to engage, directly or indirectly, in any other business or businesses,whether or not similar to that of Company, except with the prior consent of the Company’s ChiefExecutive Officer.     **1.5 Duty of Loyalty.**Executive acknowledges and agrees that Executive owes a fiduciary dutyof loyalty to act at all times in the best interests of Company. In keeping with

 
such duty, Executive shall make full disclosure to Company of all business opportunities pertainingto Company’s business and shall not appropriate for Executive’s own benefit business opportunitiesconcerning Company’s business.     **1.6 Place of Employment.**Executive’s performance of services under this Agreement shall berendered in Houston, Texas, subject to necessary travel requirements of Executive’s position andduties hereunder. Executive understands and agrees that he may be required to periodically travelto, among other locations, the Company’s office in Lafayette, Louisiana. Executive shall not berequired to relocate to a location that is more than 50 miles from Houston, Texas withoutExecutive’s consent to such relocation.**ARTICLE 2: TERM AND TERMINATION OF EMPLOYMENT**     **2.1 Term.**Unless sooner terminated pursuant to other provisions hereof, Company agrees toemploy Executive for the period beginning on the Effective Date and ending on May 31, 2009 (the“Initial Expiration Date”); provided, however, that beginning on the Initial Expiration Date, andon each anniversary of the Initial Expiration Date thereafter, if this Agreement has not beenterminated pursuant to paragraph 2.2 or 2.3, then said term of employment shall automatically beextended for an additional one-year period unless on or before the date that is 90 days prior tothe first day of any such extension period either party shall give written notice to the other thatno such automatic extension shall occur.     **2.2 Company’s Right to Terminate.**Notwithstanding the provisions of paragraph 2.1, Companyshall have the right to terminate Executive’s employment under this Agreement at any time for anyof the following reasons:     (i) upon Executive’s death;     (ii) upon Executive’s becoming incapacitated by accident, sickness or othercircumstance which, in the opinion of a physician selected by Company, renders him mentallyor physically incapable of performing the duties and services required of him hereunder(“Disability”);     (iii) for cause, which for purposes of this Agreement shall mean Executive (A) haswillfully breached any of his duties and obligations hereunder resulting in materiallyadverse consequences to Company or any of its affiliates, (B) has misappropriated funds orproperty of Company or any of its affiliates, or (C) has engaged in conduct that ismaterially adverse to the interests of Company or any of its affiliates (each referred tohereinafter as “Cause”); or     (iv) for any other reason whatsoever, in the sole discretion of either the Company’sChief Executive Officer or the Board of Directors.     **2.3 Executive’s Right to Terminate.**Notwithstanding the provisions of paragraph 2.1,Executive shall have the right to terminate his employment under this Agreement for any ofthe following reasons:
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     (i) within 60 days of and in connection with or based upon (A) a material breach byCompany of any material provision of this Agreement, (B) a material reduction in title ofthe Executive set forth in paragraph 1.2 without Executive’s consent to such reduction or(C) any requirement that Executive relocate in violation of paragraph 1.6 (each referred tohereinafter as “Good Reason”); provided, however, that, prior to Executive’s termination ofemployment under this paragraph 2.3(i), Executive must give written notice to Company of anysuch breach, reduction or requirement and such breach, reduction or requirement must remainuncorrected for 20 days following such written notice;     (ii) at any time after there is a Change in Control (as such term is defined inparagraph 6.1); or     (iii) at any time for any other reason whatsoever, in the sole discretion of Executive.     **2.4 Notice of Termination.**If Company or Executive desires to terminate Executive’semployment hereunder at any time prior to expiration of the term of employment as provided inparagraph 2.1, it or he shall do so by giving written notice to the other party that it or he haselected to terminate Executive’s employment hereunder and stating the effective date for suchtermination, provided that no such action shall alter or amend any other provisions hereof orrights arising hereunder.**ARTICLE 3: COMPENSATION AND BENEFITS**     **3.1 Base Salary.**During the period of this Agreement, Executive shall receive a minimumannual base salary of $300,000. Executive’s annual base salary shall be reviewed by the Board ofDirectors (or a committee thereof) on an annual basis, and, in the sole discretion of the Board ofDirectors (or such committee), such annual base salary may be increased, but not decreased.Executive’s annual base salary shall be paid in equal installments in accordance with the Company’sstandard policy regarding payment of compensation to executives but no less frequently thanmonthly.     **3.2 Incentive Compensation.**Executive shall be eligible to receive incentive compensation insuch amounts and on such terms as shall be determined in the sole discretion of the Board ofDirectors (or a committee thereof).     **3.3 Other Perquisites.**During his employment hereunder, Executive shall be afforded thefollowing benefits as incidences of his employment:     (i) **Business and Entertainment Expenses**- Subject to Company’s standard policies andprocedures with respect to expense reimbursement as applied to its executive employeesgenerally, Company shall reimburse Executive for, or pay on behalf of Executive, reasonableand appropriate expenses incurred by Executive for business related purposes, includingcosts of entertainment and business development.     (ii) **Car Allowance**- Company shall provide to Executive an automobile allowance of $850per month or such greater amount as is approved by the Chief
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Executive Officer or the Board of Directors (or a committee thereof). Notwithstandinganything in this Agreement to the contrary, any such reimbursement shall be made no laterthan March 15 of the calendar year following the calendar year in which such reimbursableexpenses were incurred.     (iii) **Other Company Benefits**- Executive and, to the extent applicable, Executive’sspouse, dependents and beneficiaries, shall be allowed to participate in all benefits, plansand programs, including improvements or modifications of the same, which are now, or mayhereafter be, available to other executive employees of Company. Such benefits, plans andprograms shall include, without limitation, any profit sharing plan, thrift plan, healthinsurance or health care plan, life insurance, disability insurance, pension plan,supplemental retirement plan, vacation and sick leave plan, and the like which may bemaintained by Company. Company shall not, however, by reason of this paragraph be obligatedto institute, maintain, or refrain from changing, amending, or discontinuing, any suchbenefit plan or program, so long as such changes are similarly applicable to executiveemployees generally.**ARTICLE 4: PROTECTION OF INFORMATION**     **4.1 Disclosure to Executive.**Company shall disclose to Executive, or place Executive in aposition to have access to or develop, trade secrets or confidential information of Company or itsaffiliates; and/or shall entrust Executive with business opportunities of Company or itsaffiliates; and/or shall place Executive in a position to develop business good will on behalf ofCompany or its affiliates.     **4.2 Property of Company.**All documents, drawings, memoranda, notes, records, files,correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronicdatabases, maps, and all other writings or materials of any type embodying any information relatingto Company or its business are and shall be the sole and exclusive property of Company. Upontermination of Executive’s employment by Company, for any reason, Executive promptly shall deliverthe same, and all copies thereof, to Company; provided, however, that Executive may retain anyCompany supplied cellular telephones in his possession at the time of such termination but Companyshall be entitled to immediately discontinue the cellular service for such telephones upon suchtermination of employment.     **4.3 No Unauthorized Use or Disclosure.**Executive will not, at any time during or afterExecutive’s employment by Company, make any unauthorized disclosure of any confidential businessinformation or trade secrets of Company or its affiliates, or make any use thereof, except in thecarrying out of Executive’s employment responsibilities hereunder. Affiliates of the Company shallbe third party beneficiaries of Executive’s obligations under this paragraph. As a result ofExecutive’s employment by Company, Executive may also from time to time have access to, orknowledge of, confidential business information or trade secrets of third parties, such ascustomers, suppliers, partners, joint venturers, and the like, of Company and its affiliates.Executive also agrees to preserve and protect the confidentiality of such third party confidentialinformation and trade secrets to the same extent, and on the same basis, as Company’s confidentialbusiness information and trade secrets.
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     **4.4 Remedies.**Executive acknowledges that money damages would not be sufficient remedy forany breach of this Article by Executive, and Company shall be entitled to specific performance andinjunctive relief as remedies for such breach or any threatened breach. Such remedies shall not bedeemed the exclusive remedies for a breach of this Article, but shall be in addition to allremedies available at law or in equity to Company, including the recovery of damages fromExecutive.**ARTICLE 5: NONCOMPETITION OBLIGATIONS**     **5.1 In General.**As part of the consideration for the compensation and benefits to be paid toExecutive hereunder; to protect the trade secrets and confidential information of Company and itsaffiliates that have been and will in the future be disclosed or entrusted to Executive, thebusiness good will of Company and its affiliates that has been and will in the future be developedin Executive, or the business opportunities that have been and will in the future be disclosed orentrusted to Executive by Company and its affiliates; and as an additional incentive for Company toenter into this Agreement, Company and Executive agree to the noncompetition obligations hereunder.Executive shall not, directly or indirectly for Executive or for others, in the State of Texas andin all parishes of the State of Louisiana and in the U.S. Gulf of Mexico:     (i) engage in any business competitive with the business conducted by Company duringthe term of employment of Executive in such states; or     (ii) render advice or services to, be employed by, acquire an ownership interest in, orotherwise assist, any other person, association, or entity who is engaged, directly orindirectly, in any business competitive with the business conducted by Company during theterm of employment of Executive in such states with respect to such competitive business,except that Executive may hold up to 2% of the outstanding shares of any publicly heldcompany engaged in such competitive activities.The noncompetition obligations set forth above shall apply only during the period that Executive isemployed by Company and for one year thereafter.     **5.2 Enforcement and Remedies.**Executive acknowledges that money damages would not besufficient remedy for any breach of this Article by Executive, and Company shall be entitled tospecific performance and injunctive relief as remedies for such breach or any threatened breach.Such remedies shall not be deemed the exclusive remedies for a breach of this Article, but shall bein addition to all remedies available at law or in equity to Company, including, withoutlimitation, the recovery of damages from Executive.     **5.3 Reformation.**It is expressly understood and agreed that Company and Executive considerthe restrictions contained in this Article to be reasonable and necessary to protect theproprietary information of Company. Nevertheless, if any of the aforesaid restrictions are foundby a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time,or otherwise unenforceable, the parties intend for the restrictions therein set forth to bemodified by such court so as to be reasonable and enforceable and, as so modified by the court, tobe fully enforced.
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**ARTICLE 6: EFFECT OF TERMINATION ON COMPENSATION**     **6.1 Defined Terms.**For purposes of this Article 6, the following terms shall have themeanings indicated:     “Change in Control” means (i) a merger of Company with another entity, a consolidationinvolving Company, or the sale of all or substantially all of the assets of Company toanother entity if, in any such case, (A) the holders of equity securities of Companyimmediately prior to such transaction or event do not beneficially own immediately aftersuch transaction or event equity securities of the resulting entity entitled to 60% or moreof the votes then eligible to be cast in the election of directors generally (or comparablegoverning body) of the resulting entity in substantially the same proportions that theyowned the equity securities of Company immediately prior to such transaction or event or (B)the persons who were members of the Board of Directors immediately prior to such transactionor event shall not constitute at least a majority of the board of directors of the resultingentity immediately after such transaction or event, (ii) the dissolution or liquidation ofCompany, (iii) when any person or entity (other than Louis E. Schaefer, Jr. or SchaeferHoldings, LP or their affiliates), including a “group” as contemplated by Section 13(d)(3)of the Securities Exchange Act of 1934, as amended, acquires or gains ownership or control(including, without limitation, power to vote) of more than 50% of the combined voting powerof the outstanding securities of, (A) if Company has not engaged in a merger orconsolidation, Company, or (B) if Company has engaged in a merger or consolidation, theresulting entity, or (iv) as a result of or in connection with a contested election ofdirectors, the persons who were members of the Board of Directors immediately before suchelection shall cease to constitute a majority of the Board of Directors. For purposes ofthe preceding sentence, (1) “resulting entity” in the context of a transaction or event thatis a merger, consolidation or sale of all or substantially all assets shall mean thesurviving entity (or acquiring entity in the case of an asset sale) unless the survivingentity (or acquiring entity in the case of an asset sale) is a subsidiary of another entityand the holders of common stock of Company receive capital stock of such other entity insuch transaction or event, in which event the resulting entity shall be such other entity,and (2) subsequent to the consummation of a merger or consolidation that does not constitutea Change in Control, the term “Company” shall refer to the resulting entity and the term“Board of Directors” shall refer to the board of directors (or comparable governing body) ofthe resulting entity.     “Termination Benefits” means (i) a lump sum cash payment equal to 100% of the sum ofExecutive’s annual base salary at the rate in effect under paragraph 3.1 on the date oftermination of Executive’s employment and (ii) all of the outstanding stock options,restricted stock or unit awards and other equity based awards granted by Company toExecutive shall become fully vested and immediately exercisable in full on the date oftermination of Executive’s employment.     **6.2 By Expiration.**If Executive’s employment with the Company shall terminate upon expirationof the term provided in paragraph 2.1 hereof because Executive has provided the notice contemplatedin such paragraph to Company, then all compensation and all benefits to Executive hereunder shallcontinue to be provided until the expiration of such term and such
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compensation and benefits shall terminate contemporaneously with termination of hisemployment. If Executive’s employment with the Company shall terminate upon expiration of the termprovided in paragraph 2.1 hereof because Company has provided the notice contemplated in suchparagraph to Executive, then (i) all compensation and all benefits to Executive hereunder shallcontinue to be provided until the expiration of such term, (ii) such compensation and benefitsshall terminate contemporaneously with termination of his employment, and (iii) Company shallprovide Executive with the Termination Benefits. Any lump sum cash payment due to Executivepursuant to clause (iii) of the preceding sentence shall be paid to Executive within ten businessdays of the date of Executive’s termination of employment with Company; provided, however, ifSection 409A of the Internal Revenue Code on 1986, as amended (“Code”), is applicable and Executiveis a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then on or after thesix-month anniversary of the date of termination. The Executive agrees to execute a mutual releaseand waiver of claims against Employer in the form attached as Exhibit A on the date thatany such lump-sum payment is paid to the Executive.     **6.3 By Company.**If Executive’s employment with the Company shall be terminated by Companyprior to expiration of the term provided in paragraph 2.1, then, upon such termination, regardlessof the reason therefor, all compensation and benefits to Executive hereunder shall terminatecontemporaneously with the termination of such employment; provided, however, if Executive compliesfully with his obligations under Article 5 hereof, that:     (i) if such termination shall be for a reason encompassed by paragraph 2.2(i), then,for a period of 6 months beginning on the date of such termination, Company shall pay toExecutive’s designated beneficiary (or his estate if Executive does not have a beneficiarydesignation on file with Company for this purpose) his base salary at the rate in effectunder paragraph 3.1 on the date of such termination, and all of the outstanding stockoptions, restricted stock or unit awards and other equity based awards granted by Company toExecutive shall become fully vested and immediately exercisable in full on the date oftermination of Executive’s employment;     (ii) if such termination shall be for a reason encompassed by paragraph 2.2(ii), then,for a period of 6 months beginning on the date of such termination, Company shall pay toExecutive (or, in the event of Executive’s death, his designated beneficiary (or his estateif Executive does not have a beneficiary designation on file with Company for this purpose))his base salary at the rate in effect under paragraph 3.1 on the date of such termination,and all of the outstanding stock options, restricted stock or unit awards and other equitybased awards granted by Company to Executive shall become fully vested and immediatelyexercisable in full on the date of termination of Executive’s employment;     (iii) if such termination shall be for any reason other than those encompassed byparagraphs 2.2(i), (ii), or (iii), then Company shall provide Executive with the TerminationBenefits. Any lump sum cash payment due to Executive pursuant to the preceding sentenceshall be paid to Executive within ten business days of the date of Executive’s terminationof employment with Company; provided that, if Section 409A of the Code is applicable andExecutive is a “specified employee” under
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Section 409A(a)(2)(B)(i) of the Code, then on or after the six-month anniversary of thedate of termination. The Executive agrees to execute a mutual release and waiver of claimsagainst Employer in the form attached as Exhibit A on the date that any suchlump-sum payment is paid to the Executive.     **6.4 By Executive.**If Executive’s employment with the Company shall be terminated by Executiveprior to expiration of the term provided in paragraph 2.1, then, upon such termination, regardlessof the reason therefor, all compensation and benefits to Executive hereunder shall terminatecontemporaneously with the termination of such employment; provided, however, if Executive compliesfully with his obligations under Article 5 hereof, that:     (i) if such termination occurs for a reason encompassed by paragraph 2.3(i), thenCompany shall provide Executive with the Termination Benefits; and     (ii) if such termination shall occur within the 180-day period beginning on the dateupon which a Change in Control occurs, then Company shall provide Executive with theTermination Benefits.     If Executive is entitled to Termination Benefits under either clause (i) or clause (ii) of thepreceding sentence, then Executive shall not also be entitled to additional Termination Benefitsunder the other clause. Any lump sum cash payment due to Executive pursuant to this paragraphshall be paid to Executive within ten business days of the date of Executive’s termination ofemployment with Company; provided, however, if Section 409A of the Code is applicable and Executiveis a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then on or after thesix-month anniversary of the date of termination. The Executive agrees to execute a mutual releaseand waiver of claims against Employer in the form attached as Exhibit A on the date thatany such lump-sum payment is paid to the Executive.     **6.5 Liquidated Damages.**In light of the difficulties in estimating the damages for an earlytermination of this Agreement, Company and Executive hereby agree that the payments, if any, to bereceived by Executive pursuant to this Article 6 shall be received by Executive as liquidateddamages.     **6.6 Other Benefits.**This Agreement governs the rights and obligations of Executive andCompany with respect to Executive’s base salary and certain perquisites of employment. Except asexpressly provided herein, Executive’s rights and obligations both during the term of hisemployment and thereafter with respect to stock options, restricted units or stock, incentive anddeferred compensation, life insurance policies insuring the life of Executive, and other benefitsunder the plans and programs maintained by Company shall be governed by the separate agreements,plans and other documents and instruments governing such matters.**ARTICLE 7: MISCELLANEOUS**     **7.1 Notices.**For purposes of this Agreement, notices and all other communications providedfor herein shall be in writing and shall be deemed to have been duly given when personallydelivered or when mailed by United States registered or certified mail, return receipt requested,postage prepaid, addressed as follows:
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     If to Company to: Superior Offshore International, Inc.    717 Texas Avenue, Suite 3150    Houston, Texas 77002    Attention: Chairman of the Board         with a copy to (which copy shall not constitute notice):         Bracewell & Giuliani LLP    711 Louisiana Street, Suite 2300    Houston, Texas 77002    Attention: William S. Anderson    Telephone: (713) 221-1122    Facsimile: (713) 437-5370       If to Executive to:                   or to such other address as either party may furnish to the other in writing in accordanceherewith, except that notices or changes of address shall be effective only upon receipt.     **7.2 Applicable Law.**This Agreement is entered into under, and shall be governed for allpurposes by, the laws of the State of Texas. Any cause of action arising between the partiesregarding this Agreement shall be brought only in a court having jurisdiction over the Company inHouston, Harris County, Texas. Executive consents to personal jurisdiction in any State or Federalcourt of competent jurisdiction over the Company in Houston, Harris County, Texas and waives anyentitlement he might otherwise have to a transfer of venue under the preferred venue requirementsof State or Federal rules of civil procedure rules.     **7.3 No Waiver.**No failure by either party hereto at any time to give notice of any breach bythe other party of, or to require compliance with, any condition or provision of this Agreementshall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at anyprior or subsequent time.     **7.4 Severability.**If a court of competent jurisdiction determines that any provision of thisAgreement is invalid or unenforceable, then the invalidity or unenforceability of that provisionshall not affect the validity or enforceability of any other provision of this Agreement, and allother provisions shall remain in full force and effect.     **7.5 Counterparts.**This Agreement may be executed in one or more counterparts, each of whichshall be deemed to be an original, but all of which together will constitute one and the sameAgreement.     **7.6 Withholding of Taxes and Other Employee Deductions.**Company may withhold from anybenefits and payments made pursuant to this Agreement all federal, state, city and other taxes asmay be required pursuant to any law or governmental regulation or ruling and all other normalemployee deductions made with respect to Company’s employees generally.
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     **7.7 Headings.**The paragraph headings have been inserted for purposes of convenience and shallnot be used for interpretive purposes.     **7.8 Gender and Plurals.**Wherever the context so requires, the masculine gender includes thefeminine or neuter, and the singular number includes the plural and conversely.     **7.9 Affiliate.**As used in this Agreement, the term “affiliate” shall mean any entity whichowns or controls, is owned or controlled by, or is under common ownership or control with, Company.     **7.10 Assignment.**This Agreement shall be binding upon and inure to the benefit of Company andany successor of Company, by merger or otherwise. Except as provided in the preceding sentence,this Agreement, and the rights and obligations of the parties hereunder, are personal and neitherthis Agreement, nor any right, benefit, or obligation of either party hereto, shall be subject tovoluntary or involuntary assignment, alienation or transfer, whether by operation of law orotherwise, without the prior written consent of the other party.     **7.11 Term.**This Agreement has a term co-extensive with the term of employment provided inparagraph 2.1. Termination shall not affect any right or obligation of any party which is accruedor vested prior to such termination.     **7.12 Release.**The Executive hereby irrevocably releases the Company and its predecessors(including Superior Offshore International, L.L.C.) and each and every affiliate, officer, member,shareholder, manager, director and employee of the Company and its predecessors (including SuperiorOffshore International, L.L.C.) (the “Releasees”) from any claims, liabilities, costs, expenses,actions, suits or demands however arising, whether at law or in equity, contingent, known orunknown, which the Executive or his heirs, successors or assigns may have or assert against theReleasees as of the date of the Effective Date in respect of any ownership interest in theReleasees or in connection with or arising out of any employment relationship with the Releaseesprior to the Effective Date (including claims for breach of any contract relating to employment orcompensation, or for discrimination based upon race, color, ethnicity, sex, age, national origin,religion, disability, sexual orientation, or any other unlawful criterion or circumstance);provided, however, that this release shall not apply to the Executive’s rights to accrued butunpaid salary, accrued but unpaid vacation and unpaid reimbursable expenses, in each case to theextent accrued prior to the Effective Date; provided, further, that this release shall not apply toany rights, benefits, obligations or restrictions arising under this Agreement or any agreementsentered into pursuant to the Superior Offshore International, Inc. 2007 Stock Incentive Plan on orafter the Effective Date.     **7.13 Entire Agreement.**This Agreement constitutes the entire agreement of the parties withregard to the subject matter hereof and thereof and supersedes all prior agreements andunderstandings, oral or written, between the parties with respect to the subject matter hereof andthereof, and contain all the covenants, promises, representations, warranties and agreementsbetween the parties with respect to employment of Executive by Company or any of its predecessors(including Superior Offshore International, L.L.C.). Without limiting the scope of the precedingsentence, all understandings and agreements between the Executive, on the one hand, and the Companyor any of its predecessors or their respective shareholders, members,
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managers or officers, on the other hand, preceding the date of execution of this Agreement andrelating to the subject matter hereof or thereof are hereby null and void and of no further forceand effect. Any modification of this Agreement will be effective only if it is in writing andsigned by the party to be charged.*[Signatures Appear on Next Page]*
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the       day of May,2007, to be effective as of the Effective Date.      SUPERIOR OFFSHORE INTERNATIONAL, INC.