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                                                                  EXHIBIT 10.33

                             EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT (the "Agreement"), entered into on December
14, 1998, but effective as of November 16, 1998, by and between TRANSCOASTAL
MARINE SERVICES, INC. (the "Company"), and PAMELA L. REILAND (the "Executive"),

                                  WITNESSETH:

         WHEREAS, the Company desires to secure the experience, abilities and
service of the Executive by employing the Executive upon the terms and
conditions specified herein; and

         WHEREAS, the Executive is willing to enter into this Agreement upon
the terms and conditions specified herein;

         NOW, THEREFORE, in consideration of the premises, the terms and
provisions set forth herein, the mutual benefits to be gained by the
performance thereof and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         SECTION 1. Employment. The Company hereby employs the Executive, and
the Executive hereby accepts such employment, all upon the terms and conditions
set forth herein.

         SECTION 2. Term. Subject to the terms and conditions of this
Agreement, the Executive shall be employed by the Company commencing on
November 16, 1998 (the "Effective Date") and terminating on November 15, 2001
(the "Term") unless sooner terminated pursuant to Section 5 of this Agreement.

         SECTION 3. Duties and Responsibilities.

         A. Capacity. The Executive shall serve in the capacity of Executive
Vice President of the Company. The Executive shall perform the duties
ordinarily expected of an Executive Vice President and shall also perform such
other duties consistent therewith as the Chief Executive Officer and the Board
of Directors of the Company (the "Board") shall, from time to time, reasonably
determine.

         B. Full-Time Duties. The Executive shall devote her full business
time, attention and energies to the business of the Company. Notwithstanding
anything herein to the contrary, the Executive shall be allowed to (a) manage
the Executive's personal investments and affairs, and (b) (i) serve on boards
or committees of civic or charitable organizations or trade associations, and
(ii) serve on the board of directors of any corporation or as an advisory
director of any corporation;



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provided that such activities do not materially interfere with the proper
performance of her duties and responsibilities specified in Section 3.A.

SECTION 4. Compensation.

         A. Base Salary. During the Term, the Executive shall receive a
salary (the "Base Salary") of at least $100,000 per annum. The Base Salary
shall be payable by the Company in accordance with the general payroll
practices of the Company in effect from time to time. During the term of this
Agreement, the Base Salary shall be reviewed prior to the beginning of each
fiscal year of the Company for increase in the discretion of the Board.

         B. Annual Incentive Bonus. The Executive shall be eligible for an
annual bonus payable in the January following the completion of each fiscal
year, commencing in January 2000. The annual bonus payable in January 2000
shall be the greater of (i) $50,000 or (ii) 50% of Base Salary, provided that
the Executive may elect to receive equity compensation pursuant to Section
4.C.2. in lieu of a cash bonus. In subsequent years, the Executive shall be
eligible for a bonus at a target level of 50% of Base Salary, provided that the
Executive may elect to receive equity compensation pursuant to Section 4.C.2.
in lieu of a cash bonus. The Executive's bonus will be determined by the Board
in a manner consistent with the Company's established cash performance bonus
program based on Company and individual performance and shall be prorated
appropriately for partial fiscal years' service.

         C. Equity Compensation.

            1.  Initial Option Award. As of the execution of this Agreement, 
         the Executive shall be granted an option (the "Initial Option") to
         purchase 50,000 shares of the common stock of the Company, par value
         $.001 per share ("Common Stock"), at an exercise price equal to the
         fair market value per share of Common Stock on the date of grant. The
         Initial Option shall be immediately exercisable with respect to 1/3 of
         the shares of Common Stock subject thereto, and, unless accelerated
         pursuant to another provision of this Agreement, the remainder will
         become exercisable in cumulative 1/3 increments on the first and
         second anniversaries of the Effective Date, such that the Initial
         Option will become 100% exercisable on the second anniversary of the
         Effective Date. The Initial Option shall have a 10 year term. The
         Initial Option shall be granted pursuant to the 1997 Stock Option
         Plan, or other plan having substantially similar terms and benefits,
         including having a Registration Statement on Form S-8 filed with the
         Securities and Exchange Commission (the "Option Plan"). The Initial
         Option is intended to be an "incentive stock option" within Section
         422 of the Internal Revenue Code of 1986, as amended (the "Code"), to
         the

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         maximum extent possible. The Initial Option will be evidenced by an
         option agreement between the Company and the Executive.

            2. Substitute Option Awards in Lieu of Bonus. As provided in
         Section 4.A., the Executive may elect to receive her annual bonuses in
         the form of options (the "Substitute Options") to purchase shares of
         Common Stock. The election to receive the bonuses in the form of
         Substitute Options may be made separately with respect to each bonus
         payment, and must be made prior to the date such bonus is payable. The
         Substitute Option, if elected, will be granted as of the date the cash
         bonus would otherwise be payable to the Executive. The exercise price
         of the Substitute Option shall be the fair market value of a share of
         Common Stock on the first day of the respective 12-month period. The
         number of shares subject to the Substitute Option shall be calculated
         such that the aggregate exercise price of the option equals 5 times
         the Executive's cash bonus otherwise payable. Unless accelerated
         pursuant to another provision of this Agreement, the Substitute Option
         for the first bonus payable during the Term will become exercisable in
         cumulative monthly increments of 1/12 on the 16th day of each
         calendar month beginning with the month after the date of grant, such
         that the Substitute Option will be 100% exercisable on the first
         anniversary of the date of grant. Any Substitute Option for subsequent
         bonuses payable during the Term will be immediately exercisable in
         full as of the date of grant. The Substitute Option shall have a term
         of 5 years. The Substitute Option shall be granted pursuant to the
         Option Plan. The terms of the Substitute Option will be evidenced by
         an option agreement between the Company and the Executive.

            3. Other Awards During Term. During the term of this Agreement, the
         Executive shall be eligible for grants of stock options, restricted
         stock, stock appreciation rights and other incentive awards under and
         in accordance with the Company's Option Plan or any comparable or
         successor plans that may be adopted by the Company at the sole
         discretion of the Board of Directors. All such incentive awards shall
         take into account the Executive's positions, duties and
         responsibilities at the Company.

         D. Executive Deferred Compensation. The Executive will be eligible to
participate in all aspects of the Company's deferred compensation plan or
program on terms at least as favorable as other top executives of the Company.

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         E. Retirement Plans. The Executive will be eligible to participate in
the Company's qualified or nonqualified retirement plan, or any similar plan,
subject to satisfying the eligibility requirements of such plans.

         F. Health, Life and Disability Coverage. The Executive will be covered
under the Company's group health, group life insurance, accidental death and
dismemberment, travel accident, long-term disability and short-term disability
plans under terms generally applicable to other similarly situated employees
of the Company.

         G. Time Off With Pay. The Executive shall be immediately credited with
20 days of accrued paid time off as of the Effective Date. In addition, the
Executive will accrue at least 4 weeks vacation per year of service.

         H. Other Benefits.

            1. The Executive shall be entitled to receive prompt reimbursement
         by the Company for all reasonable, out-of-pocket expenses incurred by
         her in performing services under this Agreement upon the submission by
         the Executive of such accounts and records as may be required under
         Company policy.

            2. The Executive shall be entitled to reimbursement for attorneys'
         fees and expenses incurred in the course of negotiating the terms of
         this Agreement.

            3. In addition to any other benefits in this Section 4, the
         Executive shall be entitled to participate in all employee benefit
         plans and programs made available to the Company's senior executives
         or to its employees generally, as such plans or programs may be in
         effect from time to time, whether funded or unfunded.

         SECTION 5. Termination of Employment. 

         Notwithstanding the provisions of Section 2, the Executive's
employment hereunder may terminate under any of the following conditions:

         A. Death. The Executive's employment under this Agreement shall
terminate automatically upon her death.

         B. Disability. The Executive's employment under this Agreement may be
terminated due to her Disability. "Disability" shall mean the Executive's
complete inability to substantially perform her duties for any period of at
least 120 consecutive days due to physical or mental incapacity. The date of
termination due to Disability shall be the date the Executive elects

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to terminate service due to Disability or, if earlier, the date the Board
determines that the Executive has met the definition of Disability.

         C. Termination by Company Without Cause. The Company may terminate the
Executive's employment hereunder without Cause (as hereinafter defined) on 30
days' prior written notice to the Executive.

         D.  Termination by Company for Cause. The Executive's employment
hereunder may be terminated for Cause by the Company. For purposes of this
Agreement, "Cause" means:

            1. the Executive is convicted of a misdemeanor involving moral
         turpitude or a felony, and the conviction is final and nonappealable;
         or

            2. the Executive's serious, willful gross misconduct or willful
         gross neglect of duties.

         Any termination of the Executive's employment by the Company for Cause
under Section 5.D.2. shall be authorized by a vote of at least a majority of
the non-employee members of the Board. The Executive shall be given notice by
the Board specifying in detail the particular act or failure to act on which
the Board is relying in proposing to terminate her for Cause under 5.D.2. and
offering the Executive an opportunity, on a date at least 5 days after receipt
of such notice, to have a hearing, with counsel, before a majority of the
non-employee members of the Board, including each of the members of the Board
who authorized the termination for Cause.

         E. Termination by Executive for Good Reason. The Executive may
terminate her employment hereunder for "Good Reason." For purposes of this
Section 5.E., "Good Reason" for termination shall exist if, without the consent
of the Executive, any of the following events occur:

            1. a reduction in the Executive's Base Salary, or the elimination
         or reduction of a benefit under any employee benefit plan or program
         of the Company or any subsidiary in which she participates; provided,
         however, that Good Reason for termination shall not exist in the case
         of a benefit reduction or elimination generally applicable to all
         executives of the Company, unless the benefit reduction or elimination
         affects Executive's compensation under Section 4.A., 4.B., 4.C.l.,
         4.C.2. or 4.C.3.

            2. the loss of any of the Executive's titles or positions as
         described in Section 3;

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            3. a significant diminution in the Executive's duties and
         responsibilities or the assignment to the Executive of duties and
         responsibilities inconsistent with her positions;

            4. the relocation of the Company's principal office, or the
         Executive's own office location as assigned to her by the Company, to
         a location more than 50 miles from the present location of the
         Company's principal office;

            5. a Change of Control of the Company;

            6. the failure of the Company to obtain the unconditional
         assumption in writing or by operation of law of the Company's
         obligations to the Executive under this Agreement by any successor
         prior to or at the time of a reorganization, merger, consolidation,
         disposition of all or substantially all of the assets of the Company
         or similar transaction; or

            7. a breach by the Company of this Agreement, which breach
         continues for more than 30 days following written notice given by the
         Executive to the Company.

         F. Termination by Executive Without Good Reason. The Executive may
terminate her employment hereunder at any time on 30 days' written notice to
the Company.

         SECTION 6. Change of Control.

         A. Upon the Executive's termination of employment for any reason
following a Change of Control, as defined below, any restrictions on any stock
option, restricted stock, stock appreciation right, unit or other equity-based
incentive provided under the Option Plan or any other plan of the Company (a
"Stock Plan") shall lapse immediately, all options shall become fully and
immediately exercisable, and, notwithstanding any provision of Section 7, the
Executive shall have the full, original term specified for each award in which
to exercise all rights under such Stock Plans.

         B. A Change of Control means the occurrence of any of the following
events: (i) the Company shall not be the surviving entity in any merger,
consolidation or other reorganization (or survives only as a subsidiary of an
entity other than a previously wholly-owned subsidiary of the Company), (ii)
the Company sells, leases or exchanges all or substantially all of its assets
to any other person or entity (other than a wholly-owned subsidiary of the
Company), (iii) the Company is to be dissolved and liquidated, (iv) any person
or entity, including a "group" as contemplated by Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), acquires or gains
ownership or control (including, without limitation, power to vote) of more
than 50% of the outstanding shares of the Company's voting stock (based upon
voting power), or (v) as a result of



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or in connection with a contested election of directors, the persons who were
directors of the Company before such election, together with their nominees,
shall cease to constitute a majority of the Board.

         C. Upon a Change of Control (i) during the Term and prior to
termination of employment or (ii) within 6 months of Executive's termination of
employment if such termination is prior to the end of the Term and by the
Company without Cause or by the Executive for Good Reason, in addition to
compensation due and owing, or awards accelerated, under any other section of
this Agreement, the Executive may elect, prior to the closing of the
transaction which constitutes a Change of Control, to receive, promptly after
the closing of such transaction, a lump sum cash payment in exchange for
cancellation of all outstanding options as of the date of the Change of Control
in an amount for each share of Common Stock subject to the Executive's options
outstanding as of the Change of Control equal to two times the difference
between (i) the highest price per share of Common Stock paid by any person
involved in the Change of Control and (ii) the exercise price associated with
each such option.

         SECTION 7. Payments Upon Termination.

         A. Upon termination of the Executive's employment for any reason prior
to the expiration of the Term, the Company shall be obligated to pay, and the
Executive shall be entitled to receive:

            1. all accrued and unpaid Base Salary under Section 4.A. to the
         date of termination;

            2. any unpaid bonus under Section 4.B. for the fiscal year ending
         prior to the date of termination;

            3. all accrued but unused or unpaid time off with pay under Section
         4.G.;

            4. all incurred but unreimbursed expenses for which the Executive
         is entitled to reimbursement under Section 4.H.; and

            5. any benefits to which she is entitled under the terms of any
         applicable employee pension or benefit plan or program, or applicable
         law.

         Unless otherwise provided below, all options granted to the Executive
shall remain exercisable, to the extent exercisable as of the date of
termination, for a period of 6 months following the date of termination.

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         B. Upon termination of the Executive's employment upon the death of
Executive pursuant to Section 5.A., the Company shall be obligated to pay, and
the Executive shall be entitled to receive:

            1. all of the amounts and benefits described in Section 7.A.;

            2. a bonus award for the fiscal year in which her termination due
         to death occurs, in an amount equal to the greater of (a) the highest
         annual bonus under Section 4.B. awarded to the Executive in a prior
         year or (b) the target bonus for the fiscal year in which termination
         occurs, prorated for the number of days of the year that elapsed prior
         to her termination of employment;

            3. the medical benefits payable under Section 4.F., which shall be
         payable to the Executive's spouse for life; and

            4. any death benefit payable under a plan or policy provided by the
         Company.

         Upon a termination due to death, any restrictions on any stock option,
restricted stock, stock appreciation right, unit or other equity-based
incentive provided under a Stock Plan shall lapse immediately, all options
shall become fully and immediately exercisable, and the estate of the Executive
shall have a period of one year from the date of termination in which to
exercise all rights under such Stock Plans.

         C. Upon termination of the Executive's employment upon the Disability
of the Executive pursuant to Section 5.B., the Company shall be obligated to
pay, and the Executive shall be entitled to receive:

            1. all of the amounts and benefits described in 7.A.;

            2. the Base Salary, at the rate in effect immediately prior to the
         date of her termination of employment due to Disability, for a period
         of one year following such termination, offset by any payments the
         Executive receives under the Company's long-term disability plan and
         any supplements thereto, whether funded or unfunded, which is adopted
         by the Company for the Executive's benefit;

            3. a bonus award for the fiscal year in which her termination due
         to Disability occurs, in an amount equal to the greater of (a) the
         highest annual bonus under Section 4.B. awarded to the

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         Executive in a prior year or (b) the target bonus for the fiscal year
         in which termination occurs, prorated for the number of days of the
         year that elapsed prior to her termination of employment;

            4. the medical benefits payable under Section 4.F., which shall be
         provided to the Executive and her spouse for life;

            5. long-term disability payments, payable at least monthly,
         beginning one year after the Executive's termination of employment
         due to Disability and continuing until the earliest to occur of the
         termination of her Disability, her death or her attainment of age 65,
         in an amount equal to 60% of her Base Salary, at the rate in effect
         immediately prior to the date of her termination of employment due to
         Disability, reduced by any long-term disability payments she receives
         from any disability plan or programs sponsored by the Company (but not
         by any retirement benefits that commence due to her termination of
         employment); and

            6. commencing with the first month following the month in which the
         Executive is terminated, payments to which the Executive is entitled
         under any plans or programs of the Company providing long-term
         disability or retirement benefits.

         Upon a termination due to Disability, any restrictions on any stock
option, restricted stock, stock appreciation right, unit or other equity-based
incentive provided under a Stock Plan shall lapse immediately, all options
shall become fully and immediately exercisable, and the Executive shall have a
period of one year from the date of termination in which to exercise all rights
under such Stock Plans.

         In the event a Change of Control occurs after the Executive's
termination of employment due to Disability, the Executive shall be entitled to
a lump-sum payment of the aggregate amounts specified under clauses 1., 2., 3.,
5. and 6. of this Section 7.C. that have not been paid to the Executive,
payable within 5 days after the Change of Control, and all other benefits
payable pursuant to this Section 7.C. shall continue to be paid in accordance
with the terms hereof.

         Payments under Section 7.C., with the exception of amounts due
pursuant to Section 7.C.1., are conditioned on the execution by the Executive
of a release of all employment-related claims; provided, however, that such
release shall be contingent upon the Company's satisfaction of all terms and
conditions of this Agreement.

         D. Upon termination of the Executive's employment: (i) by the Company
without Cause pursuant to Section 5.C.; or (ii) by the Executive for Good
Reason pursuant to Section 5.E, the Company shall be obligated to pay, and the
Executive shall be entitled to receive:

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            1. all of the amounts and benefits described in Section 7.A.;

            2. a lump sum payment, within 10 days of termination, equal to the
         unpaid Base Salary for the remaining Term, as if there had been no
         termination;

            3. a lump sum payment, within 10 days of termination, equal to the
         annual bonuses for the remainder of the Term (including a pro rated
         bonus for any partial year), calculated as the greater of (a) the
         highest annual bonus awarded under Section 4.B. to the Executive
         during any prior year and (b) the target bonus for the fiscal year in
         which termination of Employment occurs;

            4. continued participation in all employee benefit programs of the
         Company for the remainder of the Term as if no termination of
         employment had occurred; and

            5. the medical benefits described in Section 4.F., which shall be
         provided to the Executive and her spouse for life.

         In addition to the benefits mentioned above, upon a termination by the
Company without Cause or by the Executive with Good Reason, any restrictions on
any stock option, restricted stock, stock appreciation right, unit or other
equity-based incentive provided under a Stock Plan shall lapse immediately, all
options shall become immediately and fully exercisable and the Executive shall
have the full, original term specified for each award in which to exercise all
rights under such Stock Plans. The Executive shall also be entitled to full
vesting of her interest under the Company's retirement plans. Any benefit due
to the Executive as a result of the previous sentence which may not be paid
under the Company's qualified retirement plans is to be paid by the Company.

         Payments under Section 7.D., with the exception of amounts due
pursuant to Section 7.D.1., are conditioned on the execution by the Executive
of a release of all employment-related claims; provided, however, that such
release shall be contingent upon the Company's satisfaction of all terms and
conditions of this Agreement.

         E. Certain Additional Payments by the Company.

            1. Anything in this Agreement to the contrary notwithstanding, in
         the event it shall be determined that any payment, benefit or
         distribution by the Company to or for the benefit of the Executive
         (whether paid or payable or distributed or distributable pursuant to
         the terms of this Agreement or otherwise, but determined without
         regard to any additional payments required under this

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         Section 7.E.) (a "Payment") would be subject to the excise tax imposed
         by Section 4999 of the Code or any interest or penalties are incurred
         by the Executive with respect to such excise tax (such excise tax,
         together with any such interest and penalties, are hereinafter
         collectively referred to as the "Excise Tax"), then the Executive
         shall be entitled to receive an additional payment (a "Gross-Up
         Payment") in an amount such that after payment by the Executive of all
         taxes (including any interest or penalties imposed with respect to
         such taxes), including, without limitation, any income taxes (and any
         interest and penalties imposed with respect thereto) and Excise Tax
         imposed upon the Gross-Up Payment, the Executive retains an amount of
         the Gross-Up Payment equal to the Excise Tax imposed upon the
         Payments.

            2. All determinations required to be made under this Section 7.E.,
         including whether and when a Gross-Up Payment is required and the
         amount of such Gross-Up Payment and the assumptions to be utilized in
         arriving at such determination, shall be made by the Company's
         independent auditors (the "Accounting Firm") which shall provide
         detailed supporting calculations both to the Company and the Executive
         within 15 business days after the receipt of notice from the Executive
         that there has been a Payment, or such earlier time as is requested by
         the Company. The determination of tax liability made by the
         Accounting Firm shall be subject to review by the Executive's tax
         advisor, and, if the Executive's tax advisor does not agree with the
         determination reached by the Accounting Firm, then the Accounting Firm
         and the Executive's tax advisor shall jointly designate a nationally
         recognized public accounting firm which shall make the determination.
         All fees and expenses of the accountants and tax advisors retained by
         both the Executive and the Company shall be borne solely by the
         Company. Any Gross-Up Payment, as determined pursuant to this Section
         7.E., shall be paid by the Company to the Executive within five days
         after the receipt of the determination. Any determination by such
         jointly designated public accounting firm shall be binding upon the
         Company and the Executive. As a result of the uncertainty in the
         application of Section 4999 of the Code at the time of the initial
         determination hereunder, it is possible that Gross-Up Payments will
         not have been made by the Company that should have been made
         ("Underpayment"), or that excessive Gross-Up Payments will be made
         that should not have been made ("Overpayment"), consistent with the
         calculations required to be made hereunder. In the event that the
         Executive thereafter is required to make a payment of any Excise

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         Tax, any such Underpayment shall be promptly paid by the Company to or
         for the benefit of the Executive. In the event that there is
         determined to be an Overpayment, any such Overpayment shall be
         promptly paid by the Executive to the Company.

         F. In the event of any termination of employment under this Section 7,
the Executive shall be under no obligation to seek other employment, and there
shall be no offset against amounts due the Executive under this Agreement on
account of any remuneration attributable to any subsequent employment or
self-employment that she may obtain.

         SECTION 8. Indemnification. The Company agrees to indemnify the
Executive to the fullest extent permitted by applicable law consistent with the
Company's Certificate of Incorporation and By-Laws in effect as of the date
hereof with respect to any acts or non-acts she may have committed during the
period during which she was an officer, director and/or employee of the
Company or any subsidiary thereof, or of any other entity of which she served
as an officer, director or employee at the request of the Company.

         SECTION 9. Amendment; Waiver. The terms and provisions of this
Agreement may be modified or amended only by a written instrument executed by
each of the parties hereto, and compliance with the terms and provisions hereof
may be waived only by a written instrument executed by each party entitled to
the benefits thereof. No failure or delay on the part of any party in
exercising any right, power or privilege granted hereunder shall constitute a
waiver thereof, nor shall any single or partial exercise of any such right,
power or privilege preclude any other or further exercise thereof or the
exercise of any other right, power or privilege granted hereunder.

         SECTION 10. Entire Agreement. Except as contemplated herein, this
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes any and all prior written or oral
agreements, arrangements or understandings between the Company and the
Executive.

         SECTION 11. Notices. All notices or communications hereunder shall be
in writing, addressed as follows or to any address subsequently provided to the
other party:

         To the Company:

         TransCoastal Marine Services, Inc. 
         Attention: Chief Legal Officer 
         2925 Briarpark Drive, Suite 930 
         Houston, TX 77042

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         To the Executive:

         Pamela L. Reiland
         2926 Briarpark Drive, Suite 930
         Houston, TX 77042

All such notices shall be conclusively deemed to be received and shall be
effective, (i) if sent by hand delivery or overnight courier, upon receipt,
(ii) if sent by telecopy or facsimile transmission, upon confirmation of
receipt by the sender of such transmission or (iii) if sent by registered or
certified mail, on the fifth day after the day on which such notice is mailed.

         SECTION 12. Severability In the event that any term or provision of
this Agreement is found to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining terms and provisions hereof shall
not be in any way affected or impaired thereby, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained therein.

         SECTION 13. Binding Effect; Assignment. This Agreement shall be binding
upon and inure to the benefit of the parties and their respective successors
and assigns (it being understood and agreed that, except as expressly provided
herein, nothing contained in this Agreement is intended to confer upon any
other person or entity any rights, benefits or remedies of any kind or
character whatsoever). No rights or obligations of the Company under this
Agreement may be assigned or transferred by the Company except that such rights
or obligations may be assigned or transferred pursuant to a merger or
consolidation in which the Company is not the continuing entity, or the sale or
liquidation of all or substantially all of the assets of the Company, provided
that the assignee or transferee is the successor to all or substantially all of
the assets of the Company and such assignee or transferee assumes the
liabilities, obligations and duties of the Company, as contained in this
Agreement, either contractually or as a matter of law. The Company further
agrees that, in the event of a sale of assets or liquidation as described in
the preceding sentence, it shall take whatever action it legally can in order
to cause such assignee or transferee to expressly assume the liabilities,
obligations and duties of the Company hereunder.

         SECTION 14. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas (except that no
effect shall be given to any conflicts of law principles thereof that would
require the application of the laws of another jurisdiction).

         SECTION 15. Costs. It is the intent of the Company that Executive not
be required to incur legal fees and the related expenses associated with the
interpretation, enforcement or defense of Executive's rights under this
Agreement by litigation or otherwise because the cost and expense thereof would
detract from the benefits intended to be extended to Executive hereunder.
Accordingly, if it should appear to Executive that the Company has failed to
comply with any of its obligations under this Agreement or in the event that
the Company or any other person takes or threatens to take any action to
declare this Agreement void or unenforceable, or institutes any

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litigation or other action or proceeding designed to deny, or to recover from,
the Executive the benefits provided or intended to be provided to Executive
hereunder, the Company irrevocably authorizes the Executive from time to time
to retain counsel of Executive's choice, at the expense of the Company as
hereafter provided, to advise and represent Executive in connection with any
such interpretation, enforcement or defense, including without limitation the
initiation or defense of any litigation or other legal action, whether by or
against the Company or any director, officer, stockholder or other person
affiliated with the Company, in any jurisdiction. Notwithstanding any existing
or prior attorney-client relationship between the Company and such counsel, the
Company irrevocably consents to Executive entering into an attorney-client
relationship with such counsel, and in that connection the Company and
Executive agree that a confidential relationship will exist between Executive
and such counsel. Without respect to whether Executive prevails, in whole or in
part, in connection with any of the foregoing, the Company will pay and be
solely financially responsible for any and all attorneys' fees and reasonable
related expenses incurred by Executive in connection with any of the foregoing
except to the extent that a final judgment no longer subject to appeal finds
that a claim or defense asserted by Executive was frivolous. In such a case,
the portion of such fees and expenses incurred by Executive as a result of such
frivolous claim or defense shall become Executive's sole responsibility and any
funds advanced by the Company shall be repaid.

         SECTION 16. Headings. The headings of the sections contained in this
Agreement are for convenience only and shall not be deemed to control or affect
the meaning or construction of any provision of this Agreement.

         SECTION 17. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement
effective as of the date set forth above.

                                        TRANSCOASTAL MARINE SERVICES, INC.

                                        By: /s/ [ILLEGIBLE]
                                           -------------------------------

                                        EXECUTIVE

                                            /s/  PAMELA L. REILAND
                                        -----------------------------------
                                        Pamela L. Reiland


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