Exhibit 10.42
 AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
 THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT
 W I T N E S S E T H:
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE,
 ARTICLE 1: EMPLOYMENT AND DUTIES
 1.1 Employment; Effective Date
 1.2 Positions
 1.3 Duties and Services
 1.4 Other Interests




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1.5 Duty of Loyalty
 ARTICLE 2: TERM AND TERMINATION OF EMPLOYMENT
 2.1 Term
 2.2 Companys Right to Terminate
    2




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2.3 Executives Right to Terminate
    2.4 Notice of Termination
 2.5 Deemed Resignations
 3




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2.6 Separation from Service
 ARTICLE 3: COMPENSATION AND BENEFITS
 3.1 Base Salary
 3.2 Bonuses
 3.3 Other Perquisites
 Business and Entertainment Expenses
 Vacation
 4




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Other Company Benefits
 ARTICLE 4: EFFECT OF TERMINATION AND CHANGE IN CONTROL ON COMPENSATION; ADDITIONAL PAYMENTS
 4.1 Defined Terms
  5




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6




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4.2 Termination By Expiration
 4.3 Termination By Company
 4.4 Termination By Executive
 4.5 Change in Control Benefits
 7




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4.6 Certain Delayed Payments
 4.7 Additional Payments by Company
 8




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4.8 Release and Full Settlement .
 4.9 No Duty to Mitigate Losses
 4.10 Liquidated Damages
 4.11 Other Benefits
 9




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ARTICLE 5: OWNERSHIP AND PROTECTION OF INFORMATION; COPYRIGHTS
 5.1 Disclosure to Executive .
 5.2 Property of Company .
 5.3 Patent and Copyright Assignment .
 10




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5.4 No Unauthorized Use or Disclosure . e.g. e.g.,
 5.5 Assistance by Executive .
 5.6 Remedies .
 11




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ARTICLE 6: NON-COMPETITION OBLIGATIONS
 6.1 Non-competition Obligations .
 (i)
    
    engage in any offshore supply vessel business serving the oil and gas
industry that is competitive with the business conducted by Company or its
affiliates;(ii)
    
    render any advice or services to, or otherwise assist, any other
person, association, or entity who is engaged, directly or indirectly, with any
offshore supply vessel business serving the oil and gas industry that is
competitive with the business conducted by Company or its affiliates;(iii)
    
    induce any employee of Company or its affiliates to terminate his or
her employment with Company or its affiliates, or hire or assist in the hiring
of any such employee by any person, association, or entity not affiliated with
Company;(iv)
    
    request or cause any customer of Company or its affiliates to terminate
any business relationship with Company or its affiliates.
  6.2 Enforcement and Remedies .
 12




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6.3 Reformation .
 ARTICLE 7: MISCELLANEOUS
 7.1 Notices
 If to Company to:
    
    Trico Marine Services, Inc.3200 Southwest Freeway, Suite 2950Houston, Texas 77027Attention: Chairman of the Board of DirectorsIf to Executive to:
    
    Geoffrey A. Jones
  7.2 Applicable Law
 7.3 No Waiver
 7.4 Severability
 13




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7.5 Counterparts
 7.6 Withholding of Taxes and Other Employee Deductions
 7.7 Headings
 7.8 Gender and Plurals
 7.9 Affiliate
 7.10 Assignment
 7.11 Term
 7.12 Entire Agreement
 14




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IN WITNESS WHEREOF
 TRICO MARINE SERVICES, INC.By:Name:Title:COMPANYGeoffrey
A. Jones
EXECUTIVE 15