Exhibit 10.45
 SECOND AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
 THIS SECOND 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




---



##### 



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




---



##### 



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




---



##### 



2.6 Separation from Service
 ARTICLE 3: COMPENSATION AND BENEFITS
 3.1 Base Salary
 3.2 International Service Premium and Cost of Living Adjustment
 Cost of Living Adjustment increase will not
   3.3 Bonuses
 4




---



##### 



3.4 Other Perquisites
 Business and Entertainment Expenses 
 Vacation 
 Travel Expenses 
 Home Leave 
 Cultural Orientation 
 5




---



##### 



Language Lessons 
 Housing in the United States 
 Housing plus utilities at Location of Foreign Assignment 
 Education for Dependents 
 Relocation Allowance 
 Security and Medical Evacuation 
 Storage of Personal Goods 
 Tax Assistance 
 Relocation Assistance 
 Medical and Dental Insurance 
 6




---



##### 



Other Company Benefits
 3.5 Tax Benefits.
   For purposes of this Agreement, the term Tax Protected Items shall with respect to a specified
item of Executives compensation or benefits, the application of the Tax Equalization Policy to
such item in a manner that provides such item tax free to Executive. Further, for purposes of
this Agreement, the term Tax Equalization Policy shall mean Companys US Tax Equalization Policy
as described Exhibit A attached hereto.
 7




---



##### 



ARTICLE 4: EFFECT OF TERMINATION AND CHANGE IN CONTROL ON COMPENSATION; ADDITIONAL PAYMENTS
 4.1 Defined Terms
   8




---



##### 



4.2 Termination By Expiration
 9




---



##### 



4.3 Termination By Company
 4.4 Termination By Executive
 4.5 Change in Control Benefits
 4.6 Certain Delayed Payments
 10




---



##### 



4.7 Additional Payments by Company
 4.8 Release and Full Settlement
 11




---



##### 



4.9 No Duty to Mitigate Losses
 4.10 Liquidated Damages
 4.11 Other Benefits
 ARTICLE 5: OWNERSHIP AND PROTECTION OF INFORMATION; COPYRIGHTS
 5.1 Disclosure to Executive.
 12




---



##### 



5.2 Property of Company
 5.3 Patent and Copyright Assignment
 5.4 No Unauthorized Use or Disclosure
 13




---



##### 



e.g. e.g.,
 5.5 Assistance by Executive
 5.6 Remedies
 ARTICLE 6: NON-COMPETITION OBLIGATIONS
 6.1 Non-competition Obligations
 14




---



##### 



(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
 6.3 Reformation
 15




---



##### 



ARTICLE 7: MISCELLANEOUS
 7.1 Notices
 If to Company to:
    
    Trico Marine Services, Inc.3200 Southwest Freeway, Suite 2950Houston, Texas 77027Attention: General CounselIf to Executive to:
    
    David Michael Wallace
  7.2 Applicable Law
 7.3 No Waiver
 7.4 Severability
 7.5 Counterparts
 7.6 Withholding of Taxes and Other Employee Deductions
 7.7 Headings
 7.8 Gender and Plurals
 16




---



##### 



7.9 Affiliate
 7.10 Assignment
 7.11 Term
 7.12 Entire Agreement )
 IN WITNESS WHEREOF
 TRICO MARINE SERVICES, INC.By:Name:
    Joseph S. CompofeliceTitle:
    President and Chief Executive Officer
              COMPANYDavid Michael WallaceEXECUTIVE 17




---



##### 



Tax Equalization
 more less
   Tax Preparation Assistance
  Continuation in the Program
  Right of Offset
   A-1