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<SEC-DOCUMENT>/in/edgar/work/20000628/0000890566-00-000998/0000890566-00-000998.txt : 20000920
<SEC-HEADER>0000890566-00-000998.hdr.sgml : 20000920
ACCESSION NUMBER:		0000890566-00-000998
CONFORMED SUBMISSION TYPE:	10-K405
PUBLIC DOCUMENT COUNT:		10
CONFORMED PERIOD OF REPORT:	20000331
FILED AS OF DATE:		20000628

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			OCEANEERING INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000073756
		STANDARD INDUSTRIAL CLASSIFICATION:	 [1389
]		IRS NUMBER:				952628227
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0331
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-K405
			SEC ACT:		
			SEC FILE NUMBER:	001-10945
			FILM NUMBER:		663269
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		11911 FM 529
				CITY:			HOUSTON
				STATE:			TX
				ZIP:			77041
				BUSINESS PHONE:		713-329-4500
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		11911 FM 529
					CITY:			HOUSTON
					STATE:			TX
					ZIP:			77041
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<TEXT>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K


[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the fiscal year ended March 31, 2000

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF THE SECURITIES EXCHANGE ACT OF 1934

           For the transition period from ____________ to ____________


                         Commission File Number 1-10945

                         OCEANEERING INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                                           95-2628227
- ----------------------------------                           ------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


           11911 FM 529
          Houston, Texas                                          77041
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code:          (713) 329-4500


Securities registered pursuant to Section 12(b) of the Act:

    TITLE OF EACH CLASS                                  NAME OF EACH EXCHANGE
                                                         ON WHICH REGISTERED
    Common Stock, $0.25 par value                        New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X], No [ ].

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes [X] , No [ ].

    Aggregate market value of the voting stock held by non-affiliates of the
registrant at June 22, 2000 based upon the closing sale price of the Common
Stock on the New York Stock Exchange: $437,140,000

    Number of shares of Common Stock outstanding at June 22, 2000: 22,910,275

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the proxy statement relating to the registrant's 2000 annual meeting
of shareholders, to be filed on or before July 31, 2000 pursuant to Regulation
14A of the Securities and Exchange Act of 1934 are incorporated by reference to
the extent set forth in Part III, Items 10-13 of this report.
<PAGE>
                                     PART 1

ITEM 1.  BUSINESS.

GENERAL DEVELOPMENT OF BUSINESS

Oceaneering International, Inc. is an advanced applied technology company that
provides a comprehensive range of integrated technical services and hardware to
customers who operate in marine, space and other harsh environments. Oceaneering
was organized in 1969 out of the combination of three diving service companies
founded in the early 1960s. Since our establishment, we have concentrated on the
development and marketing of underwater services and products requiring the use
of advanced deepwater technology. We are one of the world's largest underwater
services contractors. We provide most of our services and products to the oil
and gas industry. These include drilling support, subsea construction, design,
lease and operation of production systems, facilities maintenance and repair,
specialty subsea hardware and specialized onshore and offshore engineering and
inspection. We operate in the United States and 22 other countries. Our
international operations, principally in the North Sea, Africa and the Far East,
accounted for approximately 50% of our 2000 revenues, or $209 million.

    This year we are increasing our reporting segments from three to five to
assist the investment community in better understanding our company. The
segments are contained within two businesses - services and products provided to
the offshore oil and gas industry ("Offshore Oil and Gas") and all other
services and products ("Advanced Technologies" or "ADTECH"). Our business
segments within the Offshore Oil and Gas business are Remotely Operated Vehicles
("ROVs"), Subsea Products, Mobile Offshore Production Systems ("MOPS") and Other
Services. We are reporting our ADTECH business as one segment.

    In each of our businesses, we have been concentrating on expanding our
capabilities to provide technical solutions to customers operating in harsh
environments.

    Unless the context indicates otherwise, references to years indicate fiscal
years. For example, 2000 refers to the twelve-month period ended March 31, 2000.

OFFSHORE OIL AND GAS. In the last few years, the focus of our Offshore Oil and
Gas business has been toward increasing our asset base for servicing deepwater
projects and subsea completions. Prior to 1996, we purchased most of our
remotely operated vehicles ("ROVs"), which are submersible vehicles operated
from the surface and widely used in the offshore oil and gas industry. However,
in response to increased demand for more powerful systems operating in deeper
water, we expanded our capabilities and established an in-house facility to
design and build ROVs to meet the continued expansion of our ROV fleet. We have
built over 50 ROV systems and we are producing all our new ROVs in-house.

    In addition to the ROV expansion, we also committed to the construction of
two dynamically positioned multiservice vessels ("MSVs"), the OCEAN INTERVENTION
and the OCEAN INTERVENTION II, the first of which went into service in November
1998. These vessels can carry and install significant lengths of coiled tubing
or umbilicals required to bring subsea well completions into production
(tie-back to production facilities). The MSVs have been designed for use in
pipeline or flowline tie-ins, pipeline crossings, subsea hardware interventions
and riser and jumper spool installations.

    Through Oceaneering Multiflex ("Multiflex"), we are the world's largest
provider of subsea hydraulic and electrohydraulic thermoplastic umbilicals.
These umbilicals are the means by which offshore operators control subsea
wellhead hydrocarbon flow rates. We entered this market in March 1994 through
our purchase of the operating subsidiaries of Multiflex International Inc.
During 1999, we constructed a new umbilical plant in Brazil and relocated,
modernized and increased the capabilities of our umbilical manufacturing
facility in Scotland. The plant in Brazil began operations in fiscal year 1999
and the plant in Scotland was commissioned in early fiscal year 2000.

    We own two mobile offshore production systems ("MOPS"), the PB SAN JACINTO,
acquired in December 1997 and under contract offshore Indonesia, and the
floating production, storage and offloading system ("FPSO") OCEAN PRODUCER,
which has been operating offshore West Africa since December 1991. In November
1999, we contracted to provide a MOPS unit for development of oil fields
offshore Western Australia. We are presently converting a jackup drilling rig to
a MOPS unit for this contract. We anticipate having the unit on location by
January 2001 and our customer oil companies expect production to begin in
mid-calendar 2001. In November 1995, we contracted with a major oil company for
the provision of an FPSO. We converted a crude oil tanker and delivered the FPSO
ZAFIRO PRODUCER to its first operational location off West Africa in August
1996. In December 1996, the customer exercised an option to purchase the FPSO.
We continue to participate as a member of the customer's integrated team to
operate and enhance the FPSO's production facilities.

K2
<PAGE>
ADVANCED TECHNOLOGIES. In 1992 and 1993, we purchased two businesses that formed
the basis of our Advanced Technologies segment. The first business designed,
developed and operated robotic systems and ROVs specializing in the non-oilfield
market. This business is the basis for our expansion into telecommunications
cable laying and burial and commercial theme park animation. The second business
designed, developed and fabricated spacecraft hardware and high temperature
insulation products.

    We intend to continue our strategy of acquiring, as opportunities arise,
additional assets or businesses, to improve our market position or expand into
related service and product lines, either directly through merger, consolidation
or purchase, or indirectly through joint ventures. We are also applying our
skills and technology in further developing business unrelated to the oil and
gas industry and performing services for government agencies and firms in the
telecommunications, aerospace and civil engineering and construction industries.

FINANCIAL INFORMATION ABOUT SEGMENTS

For financial information about our business segments, please see the table in
Note 6 of the Notes to Consolidated Financial Statements in this report, which
presents revenues, income from operations, identifiable assets, capital
expenditures and depreciation and amortization by business segment for the years
ended March 31, 2000, 1999 and 1998.

DESCRIPTION OF BUSINESS

OFFSHORE OIL AND GAS

Our Offshore Oil and Gas business consists of ROVs, Subsea Products, MOPS and
Other Services.

ROVS. ROVs are submersible vehicles operated from the surface. They are widely
used in the offshore oil and gas industry for a variety of underwater tasks
including drill support, installation and construction support, pipeline
inspection and surveys and subsea production facility operation and maintenance.
ROVs may be outfitted with manipulators, sonar, video cameras, specialized
tooling packages and other equipment or features to facilitate the performance
of specific underwater tasks. We use ROVs at water depths or in situations where
the use of divers would be uneconomical or infeasible. We own 95 work class ROVs
and are the industry leader in providing ROV services on deepwater wells, which
are the most technically demanding. We believe we operate the largest and most
technically advanced fleet of ROVs in the world.

SUBSEA PRODUCTS. We manufacture a variety of build-to-order specialty subsea
hardware to ISO 9001 quality requirements. These products include hydraulic,
electro-hydraulic and steel tube umbilicals; production control equipment;
pipeline repair systems; and ROV tooling and work packages. We market these
products under the trade names Multiflex and Oceaneering Intervention
Engineering ("OIE").

    Subsea umbilicals and production control equipment are the means by which
offshore well operators control subsea wellhead hydrocarbon flow, monitor
downhole and wellhead conditions and perform chemical injection. Pipeline repair
systems make the effective repair of pipelines and risers possible without
requiring underwater welding. ROV tooling and work packages provide the
operational link between an ROV and permanently installed equipment located on
the sea floor.

MOBILE OFFSHORE PRODUCTION SYSTEMS. We presently own two operating MOPS units,
the OCEAN PRODUCER and the SAN JACINTO and are converting a third, the OCEAN
LEGEND, from a jackup drilling rig. In addition, we operate and maintain the
ZAFIRO PRODUCER on behalf of a major oil company.

    We also undertake engineering and project management of MOPS-related
projects. We have managed the conversion of a jackup to a production unit and
in-field modifications to the ZAFIRO PRODUCER. We also perform engineering
studies for customers evaluating MOPS field development projects. In addition,
we own two out-of-service semi-submersible offshore rigs and a tanker, each
capable of being converted to a MOPS unit or other suitable service.

OTHER SERVICES. We provide oilfield diving, non-destructive inspection and
testing services and supporting vessel operations, which are utilized
principally in inspection, repair and maintenance activities. We also perform
subsea intervention and hardware installation services from our Ocean
Intervention-class vessels. These services include: subsea well tie-backs;
pipeline/flowline tie-ins and repairs; pipeline crossings; and umbilical, riser
and jumper spool installations.

    We supply commercial diving services to the oil and gas industry using the
traditional techniques of air, mixed gas and saturation diving, all of which use
surface-supplied breathing gas. We do not use divers in water depths greater
than 1,000 feet. We also use atmospheric diving systems, which enclose the
operator in a surface pressure diving suit, in water depths up to 2,300 feet.

                                                                              K3
<PAGE>
    Through our Solus Schall division ("Solus Schall"), we offer a wide range of
inspection services to customers required to obtain third-party inspections to
satisfy contractual structural specifications, internal safety standards or
regulatory requirements. We focus on the inspection of pipelines and onshore
fabrication of offshore facilities for the oil and gas industry. Certain of
Solus Schall's pipeline inspection activities are performed through the use of
specialized x-ray crawlers, which travel independently inside pipelines,
stopping to perform radiographic inspection of welds.

ADVANCED TECHNOLOGIES

Our ADTECH segment provides underwater intervention, engineering services and
related manufacturing to meet a variety of industrial requirements, including
ship husbandry, search and recovery, subsea telecommunications cable
installation, maintenance and repair, civil works projects and commercial theme
park animation. We do this in part by extending the use of existing assets and
technology developed in oilfield operations to new applications.

    We work for customers having specialized requirements in underwater or other
environments outside the oil and gas industry. We provide deep ocean search and
recovery services for governmental bodies, including the U.S. Navy. In other
services for the Navy, we provide various engineering and underwater services
ranging from aircraft salvage and recovery operations to inspection and
maintenance of the Navy's fleet of surface ships and submarines. Through a joint
venture, we also maintain and operate deepwater cable lay and maintenance
vehicles.

    We design and operate ROVs that are capable of being worked in water depths
to 25,000 feet. Our other specialized equipment includes ROV cable lay and
maintenance equipment rated to 5,000 feet and deep tow, side scan sonar systems
designed for use in depths to 20,000 feet. In 2000, we located and recovered the
Mercury space capsule LIBERTY BELL 7 from a water depth of 16,100 feet.

    We also design and develop specialized tools and build ROV systems to
customer specifications for use in deepwater and hazardous environments.

    As part of ADTECH, Oceaneering Space and Thermal Systems ("OSTS") directs
our efforts towards applying undersea technology and experience in the space
industry. We have worked with the National Aeronautics and Space Administration
("NASA") and NASA subcontractors on a variety of projects including portable
life-support systems, tools and robotic systems and standards and guidelines to
ensure robotic compatibility for space station equipment and payloads. OSTS also
supports NASA by producing space shuttle crew support equipment, including the
design, development and fabrication of spacecraft extravehicular and
intravehicular hardware and soft goods, air crew life-support equipment,
mechanical and electromechanical devices and high temperature insulation. OSTS'
activities substantially depend on continued government funding for space
programs.

MARKETING

OFFSHORE OIL AND GAS. Oil and gas exploration and development expenditures
fluctuate from year to year. In particular, budgetary approval for more
expensive drilling and production in deepwater, an area in which we have a high
degree of focus, may be postponed or suspended during periods when exploration
and production companies reduce their offshore capital spending.

    We market our ROVs, Subsea Products and Other Services to domestic,
international and foreign national oil and gas companies engaged in offshore
exploration, development and production. We also provide services as a
subcontractor to other oilfield service companies operating as prime
contractors. Customers for these services typically award contracts on a
competitive bid basis. These contracts are typically short-term in duration.

    We market our Mobile Offshore Production Systems primarily to international
and foreign national oil and gas companies. We offer MOPS for extended well
testing, early production and development of marginal fields and prospects in
areas lacking pipelines and processing infrastructure. MOPS contracts are
typically awarded on a competitive basis, generally for periods of one or more
years.

ADVANCED TECHNOLOGIES. We market our marine services and related engineering
services to government agencies, major defense contractors, NASA subcontractors
and telecommunications, construction and other industrial customers outside the
energy sector. We also market to insurance companies, salvage associations and
other customers who have requirements for specialized operations in deep water.

MAJOR CUSTOMERS. Our top five customers in each of 2000, 1999 and 1998 accounted
for approximately 25%, 25% and 26%, respectively, of our consolidated revenues.
No single customer accounted for more than 10% of our consolidated revenues in
any of those three years. While we do not depend on any one customer, the loss
of one of our significant customers could, at least on a short-term basis, have
an adverse effect on our results of operations.

K4
<PAGE>
COMPETITION

Our businesses are highly competitive.

OFFSHORE OIL AND GAS. ROVS. We are the world's largest owner/operator of work
class ROVs employed in oil and gas related operations, with an estimated 28%
market share. At March 31, 2000 we had 95 work class ROVs in service. We compete
with several major companies on a worldwide basis and with numerous others
operating locally in various areas. We have fewer competitors in deeper water
depths, as more sophisticated equipment and technology is needed in deeper
water. We estimate that we provided ROV drilling support on approximately 50% of
the wells drilled worldwide in water depths of 1,000 feet or more and
approximately 65% of the wells drilled worldwide in water depths of 3,000 feet
or more.

    Competition for ROV services historically has been based on equipment
availability, location of or ability to deploy the equipment, quality of service
and price. The relative importance of these factors can vary from year to year
based on market conditions. The ability to develop improved equipment and
techniques and to attract and retain skilled personnel is also an important
competitive factor in our markets.

MOPS. We believe we are well positioned to compete in the MOPS market through
our ability to identify and offer optimum solutions, supply equipment and
utilize the expertise in associated subsea technology and offshore construction
and operations gained through our extensive operational experience worldwide. We
are one of many companies that offer leased MOPS units.

SUBSEA PRODUCTS. Although there are many competitors offering either specialized
products or operating in limited geographic areas, we believe we are one of two
companies that compete on a worldwide basis for the provision of thermoplastic
subsea control umbilical cables.

OTHER SERVICES. We believe we are one of several companies that provide
underwater services on a worldwide basis. We compete for contracts with the
other worldwide companies and numerous others operating locally in various
areas. We believe that our ability to provide a wide range of underwater
services, including technological applications in deeper water (greater than
1,000 feet) on a worldwide basis, should enable us to compete effectively in the
oilfield exploration and development market. In some cases involving projects
that require less sophisticated equipment, small companies have been able to bid
for contracts at prices uneconomic to us.

    The worldwide inspection market consists of a wide range of inspection and
certification requirements in many industries. Solus Schall competes in only
selected portions of this market. We believe that our broad geographic sales and
operational coverage, long history of operations, technical reputation,
application of x-ray crawler pipeline radiography and accreditation to
international quality standards enable us to compete effectively in our selected
inspection services market segments.

    Frequently, oil and gas companies use prequalification procedures that
reduce the number of prospective bidders for their projects. In some countries,
political considerations tend to favor local contractors.

ADVANCED TECHNOLOGIES. We believe our specialized ROV assets and experience in
deepwater operations give us an advantage in obtaining contracts in water depths
greater than 5,000 feet. We have fewer competitors in deeper water depths, due
to the advanced technical knowledge and sophisticated equipment required for
deepwater operations.

    Engineering services is a very broad market with a large number of
competitors. We compete in specialized areas in which we can combine our
extensive program management experience, mechanical engineering expertise and
the capability to continue the development of conceptual project designs into
the manufacture of prototype equipment.

    We also use the administrative and operational support structures of our
Offshore Oil and Gas business to identify opportunities in foreign countries and
to provide additional local support for services provided to ADTECH's customers.

SEASONALITY, BACKLOG AND RESEARCH AND DEVELOPMENT

A material amount of our consolidated revenues is generated from contracts for
marine services in the Gulf of Mexico and North Sea, which are usually more
active from April through November compared to the rest of the year. However,
our exit from the diving sector in the North Sea in early 1998 and the
substantial number of multi-year ROV contracts we entered into since 1997 have
reduced the seasonality of our ROV and Other Services operations. Revenues in
our MOPS, Subsea Products and Advanced Technologies segments are generally not
seasonal.

                                                                              K5
<PAGE>
    The amounts of backlog orders we believe to be firm as of March 31, 2000 and
1999 were as follows:

                                 AS OF MARCH 31, 2000      AS OF MARCH 31, 1999
                               -----------------------   -----------------------
                                    (IN MILLIONS)             (IN MILLIONS)

Offshore Oil and Gas             TOTAL        1 + YR*      TOTAL        1 + YR*
                               ----------   ----------   ----------   ----------
    ROVs ..................... $      208   $      129   $      125   $       77
    Subsea Products ..........         39         --             17         --
    MOPS .....................        108           94           11         --
    Other Services ...........         42           15           55           26
                               ----------   ----------   ----------   ----------

Total Offshore Oil and Gas ...        397          238          208          103

ADTECH .......................         51            1           48            8
                               ----------   ----------   ----------   ----------
     Total ................... $      448   $      239   $      256   $      111
                               ==========   ==========   ==========   ==========

    * Represents amounts that were not expected to be performed within one year.

    No material portion of our business is subject to renegotiation of profits
or termination of contracts by the United States government.

    Our research and development expenditures were approximately $4 million, $5
million and $4 million during 2000, 1999 and 1998, respectively. These amounts
do not include the expenditures by others in connection with joint research
activities in which we participated or expenditures we incurred in connection
with research conducted during the course of performing our operations.

REGULATION

Our operations are affected from time to time and in varying degrees by foreign
and domestic political developments and foreign, federal and local laws and
regulations. In particular, oil and gas production operations and economics are
affected by tax, environmental and other laws relating to the petroleum
industry, by changes in such laws and by constantly changing administrative
regulations. Those developments may directly or indirectly affect our operations
and those of our customers.

    Compliance with federal, state and local provisions regulating the discharge
of materials into the environment or relating to the protection of the
environment has not had a material impact on our capital expenditures, earnings
or competitive position.

    While not a formal requirement, within our Offshore Oil and Gas business we
maintain various quality management systems. Our quality management systems in
the United Kingdom and Norway are certified to the equivalent of ISO 9001 and
cover all our Offshore Oil and Gas products and services. The quality management
systems of OIE, Multiflex-US, Multiflex-UK and Multiflex-Brazil units of our
Subsea Products segment are each certified to ISO 9001 for their products and
services. The quality systems of both the OSTS and Oceaneering Technologies
units of ADTECH are also certified to ISO 9001. ISO 9001 is an internationally
recognized verification system for quality management established by the
International Standards Organization.

RISKS AND INSURANCE

Our operations are subject to all the risks normally incident to offshore
exploration, development and production, including claims under U.S. maritime
laws. These risks could result in damage to or loss of property, suspension of
operations and injury to or death of personnel. We insure our real and personal
property and equipment. Our vessels are insured against damage or loss including
war and pollution risks. We also carry workers' compensation, maritime
employer's liability, general liability, including third-party pollution and
other insurance customary in our businesses. We carry our insurance at levels of
coverage and deductibles which we consider financially prudent. On some
contracts, we may have certain risks for loss or damage to the customer's
facilities or for unexpected weather delays, which we may cover by special
insurance when we deem it advisable. In some jurisdictions, claims in personal
injury actions against us may include claims for amounts of punitive damages
that may not be covered by insurance.

    The primary industry that we serve, oil and gas exploration and production,
is a cyclical industry and remains volatile, resulting in potentially large
fluctuations in demand for our Offshore Oil and Gas business, which could result
in significant changes in our revenues and profits. Although this industry
continues to be our principal market, we also perform services for government
agencies and firms in the telecommunications, aerospace and marine engineering
and construction industries.

    We operate primarily as a services company under dayrate contracts. However,
we also own certain specialized capital assets which, if not fully utilized,
could have a negative effect on cash resources as a result of continuing fixed
operating costs and reduced revenues.

    We conduct a significant part of our operations outside the United States.
For the years ended March 31, 2000, 1999 and 1998, foreign operations accounted
for 50%, 48% and 51% of our consolidated revenues, respectively.

K6
<PAGE>
    Foreign operations are subject to additional political and economic
uncertainties, including the possibility of repudiation of contracts and
confiscation of property, fluctuations in currency exchange rates, limitations
on repatriation of earnings and foreign exchange controls. Certain of the
countries in which we operate have enacted exchange controls to regulate foreign
currency exchange. Exchange controls in some of the countries in which we
operate provide for conversion of local currency into foreign currency for
payment of debts, equipment rentals, technology transfer, technical assistance
and other fees or repatriation of capital. Transfers of profits and dividends
can be restricted or limited by exchange controls. Typically, we are able to
limit the currency risks by arranging compensation in United States dollars or
freely convertible currency and, to the extent possible, limiting acceptance of
blocked currency to amounts which match our expense requirements in local
currencies.

EMPLOYEES

As of March 31, 2000, we had approximately 3,200 employees. Our workforce varies
seasonally and peaks during the summer months. Approximately 7% of our employees
are represented by unions. We consider our relations with our employees to be
satisfactory.

FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

For financial information about our geographic areas of operation, please see
the table in Note 6 of the Notes to Consolidated Financial Statements in this
report, which presents revenues and assets attributable to each of our
geographic areas for the years ended March 31 2000, 1999 and 1998.

ITEM 2. PROPERTIES.

See Item 1 - "Business - Description of Business - Offshore Oil and Gas" and
"Business - Description of Business - Advanced Technologies" for a description
of equipment and manufacturing facilities used in providing our services and
products.

    We maintain office, shop and yard facilities in various parts of the world
to support our operations. We consider these facilities, described below, to be
suitable for their intended use. In these locations, we typically lease or own
office facilities for our administrative and engineering staff, shops equipped
for fabrication, testing, repair and maintenance activities and warehouses and
yard areas for storage and mobilization of equipment to work sites. All sites
are available to support any of our business segments as the need arises. The
groupings which follow associate our significant offices with the primary
business segment they serve.

OFFSHORE OIL AND GAS. In general, the ROV and Other Services segments share
facilities. The largest location is in Morgan City, Louisiana and consists of
ROV manufacturing and training facilities, open and covered storage space and
offices. The Morgan City facilities primarily support operations in the United
States. The regional support offices for our North Sea and Southeast Asia
operations are located in Aberdeen, Scotland and Singapore, respectively. We
also have operational bases in various other locations, the most significant of
which are in Norway, the United Arab Emirates and Nigeria. These facilities are
located on leased properties.

    We use workshop and office space in Houston, Texas in both our MOPS and
Subsea Products business segments. Our manufacturing facilities are located in
the Houston, Texas, Edinburgh, Scotland and Rio de Janeiro, Brazil areas.
Operations of the FPSO OCEAN PRODUCER and PB SAN JACINTO are supported through
our regional offices in Aberdeen and Singapore, respectively. Operations of the
MOPU OCEAN LEGEND will be supported from our office in Perth, Australia that we
opened in 2000. The manufacturing facilities are located on properties we own;
the other facilities are on properties we lease.

ADVANCED TECHNOLOGIES. ADTECH's primary facilities are leased offices and
workshops in Upper Marlboro, Maryland, which support our services for the U.S.
Navy and our commercial theme park animation activities. We also lease
facilities in Houston, Texas, which primarily support OSTS and our subsea
telecommunications installation joint venture.

ITEM 3. LEGAL PROCEEDINGS.

In the ordinary course of business, we are subject to actions for damages
alleging personal injury under the general maritime laws of the United States,
including the Jones Act, for alleged negligence. We report actions for personal
injury to our insurance carriers and believe that the settlement or disposition
of such suits will not have a material effect on our financial position or
results of operations. For additional information, see "Commitments and
Contingencies - Litigation" in Note 5 of the Notes to Consolidated Financial
Statements included in this report.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matter was submitted to a vote of our security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the year
ended March 31, 2000.

                                                                              K7
<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANT.

EXECUTIVE OFFICERS. The following information relates to our executive officers
as of June 1, 2000:

<TABLE>
<CAPTION>
                                                                       OFFICER  EMPLOYEE
NAME                          AGE                 POSITION              SINCE    SINCE
- --------------                ---       ------------------------------ -------  --------
<S>                           <C>       <C>                            <C>      <C>
John R. Huff                  54        Chairman of the Board and         1986      1986
                                        Chief Executive Officer

T. Jay Collins                53        President and
                                        Chief Operating Officer           1993      1993

Marvin J. Migura              49        Senior Vice President and         1995      1995
                                        Chief Financial Officer

Bruce L. Crager               47        Senior Vice President             1988      1988

M. Kevin McEvoy               49        Senior Vice President             1990      1979

George R. Haubenreich, Jr.    52        Senior Vice President, General    1988      1988
                                        Counsel and Secretary

John L. Zachary               46        Controller and Chief              1998      1988
                                        Accounting Officer
</TABLE>

Each executive officer serves at the discretion of our Chief Executive Officer
and our Board of Directors and is subject to reelection or reappointment each
year after the annual meeting of our shareholders. We do not know of any
arrangement or understanding between any of the above persons and any other
person or persons pursuant to which he was selected or appointed as an officer.
There are no family relationships between any director or executive officer.

BUSINESS EXPERIENCE. John R. Huff joined Oceaneering as a director, President
and Chief Executive Officer in 1986. He was elected Chairman of the Board in
August 1990. He is a director of BJ Services Company, Suncor Energy Inc. and
Triton Energy Limited.

T. Jay Collins, President and Chief Operating Officer, joined Oceaneering in
October 1993 as Senior Vice President and Chief Financial Officer. In May 1995,
he was appointed Executive Vice President - Oilfield Marine Services and held
that position until attaining his present position in November 1998. He is a
director of Friede Goldman Halter, Inc.

Marvin J. Migura, Senior Vice President and Chief Financial Officer, joined
Oceaneering in May 1995. From 1975 to 1994 he held various financial positions
with Zapata Corporation, then a diversified energy services company, most
recently as Senior Vice President and Chief Financial Officer from 1987 to 1994.

Bruce L. Crager, Senior Vice President, joined Oceaneering in 1988 as Vice
President - Offshore Production Systems. Since 1994, he also has had
responsibility for various subsea product groups. He was appointed Senior Vice
President - Production Systems in May 1997.

M. Kevin McEvoy, Senior Vice President, joined Oceaneering in 1984 when we
acquired Solus Ocean Systems, Inc. Since 1984, he has held various senior
management positions in each of our operating groups and geographic areas. He
was appointed a Vice President in 1990 and Senior Vice President in November
1998.

George R. Haubenreich, Jr., Senior Vice President, General Counsel and
Secretary, joined Oceaneering in 1988.

John L. Zachary, Controller and Chief Accounting Officer, joined Oceaneering in
1988 as Controller for the Advanced Technologies and MOPS divisions. From 1993
until 1998, he was Controller for the Americas Region and was appointed to his
present position in October 1998.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS.

We are including the following discussion to inform our existing and potential
security holders generally of some of the risks and uncertainties that can
affect our company and to take advantage of the "safe harbor" protection for
forward-looking statements that applicable federal securities law affords.

K8
<PAGE>
    From time to time, our management or persons acting on our behalf make
forward-looking statements to inform existing and potential security holders
about our company. These statements may include projections and estimates
concerning the timing and success of specific projects and our future backlog,
revenues, income and capital spending. Forward-looking statements are generally
accompanied by words such as "estimate," "project," "predict," "believe,"
"expect," "anticipate," "plan," "goal" or other words that convey the
uncertainty of future events or outcomes. In addition, sometimes we will
specifically describe a statement as being a forward-looking statement and refer
to this cautionary statement.

    In addition, various statements this report contains, including those that
express a belief, expectation or intention, as well as those that are not
statements of historical fact, are forward-looking statements. Those
forward-looking statements appear in Item 1 - "Business," Item 2 - "Properties"
and Item 3 - "Legal Proceedings" in Part I of this report and in Item 7 -
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," Item 7A - "Quantitative and Qualitative Disclosures About Market
Risk" and in the Notes to Consolidated Financial Statements incorporated into
Item 8 of Part II of this report and elsewhere in this report. These
forward-looking statements speak only as of the date of this report, we disclaim
any obligation to update these statements, and we caution you not to rely unduly
on them. We have based these forward-looking statements on our current
expectations and assumptions about future events. While our management considers
these expectations and assumptions to be reasonable, they are inherently subject
to significant business, economic, competitive, regulatory and other risks,
contingencies and uncertainties, most of which are difficult to predict and many
of which are beyond our control. These risks, contingencies and uncertainties
relate to, among other matters, the following:

    o  general economic and business conditions and industry trends;
    o  the continued strength of the industry segments in which we are involved;
    o  decisions about offshore developments to be made by oil and gas
       companies;
    o  the highly competitive nature of our businesses;
    o  our future financial performance, including availability, terms and
       deployment of capital;
    o  the continued availability of qualified personnel;
    o  operating risks normally incident to offshore exploration, development
       and production operations;
    o  changes in, or our ability to comply with, government regulations,
       including those relating to the environment;
    o  rapid technological changes; and
    o  social, political and economic situations in foreign countries where we
       do business.

    We believe the items we have outlined above are important factors that could
cause our actual results to differ materially from those expressed in a
forward-looking statement made in this report or elsewhere by us or on our
behalf. We have discussed most of these factors in more detail elsewhere in this
report. These factors are not necessarily all the important factors that could
affect us. Unpredictable or unknown factors we have not discussed in this report
could also have material adverse effects on actual results of matters that are
the subject of our forward-looking statements. We do not intend to update our
description of important factors each time a potential important factor arises.
We advise our security holders that they should (1) be aware that important
factors we do not refer to above could affect the accuracy of our
forward-looking statements and (2) use caution and common sense when considering
our forward-looking statements.

                                    PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

Oceaneering's common stock is listed on the New York Stock Exchange under the
symbol OII. The following table sets forth, for the periods indicated, the high
and low sales prices for our common stock as reported on the New York Stock
Exchange (consolidated transaction reporting system) (the "NYSE"):

                             FISCAL 2000           FISCAL 1999
                         -------------------   -------------------
                           HIGH       LOW        HIGH       LOW
                         --------   --------   --------   --------
For the quarter ended:
       June 30 .......    $18 1/8   $13 3/16   $     24    $17 3/8
       September 30 ..     23 5/8         16     18 1/8      8 3/4
       December 31 ...         18     12 1/8     15 3/4   10 11/16
       March 31 ......    20 9/16    13 9/16     15 3/4      9 1/2

                                                                              K9
<PAGE>
    On June 22, 2000, there were 517 holders of record of our Common Stock. On
that date, the closing sales price, as quoted on the NYSE, was $19.75. We have
not made any Common Stock dividend payments since 1977 and we currently have no
plans to pay cash dividends. Our credit agreements contain restrictions on the
payment of dividends. See Note 3 to Notes to Consolidated Financial Statements
included in this report.

ITEM 6.  SELECTED FINANCIAL DATA.

RESULTS OF OPERATIONS:

<TABLE>
<CAPTION>
                                                                                       YEARS ENDED MARCH 31,
                                                                --------------------------------------------------------------------
 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                         2000           1999           1998           1997           1996
                                                                --------       --------       --------       --------       --------
<S>                                                             <C>            <C>            <C>            <C>            <C>
Revenues ................................................       $416,820       $400,322       $358,121       $368,773       $289,506
Cost of services (1) ....................................        345,178        314,638        282,830        290,801        234,731
                                                                --------       --------       --------       --------       --------
Gross margin ............................................         71,642         85,684         75,291         77,972         54,775
Selling, general and administrative expenses ............         39,343         41,328         39,009         36,363         34,589
                                                                --------       --------       --------       --------       --------
Income from operations ..................................       $ 32,299       $ 44,356       $ 36,282       $ 41,609       $ 20,186
                                                                ========       ========       ========       ========       ========


Net income ..............................................       $ 16,784       $ 25,707       $ 22,001       $ 19,445       $ 12,357
Diluted earnings per share ..............................           0.73           1.12           0.93           0.81           0.53
Depreciation and amortization (2) .......................         33,948         29,961         23,176         32,687         20,567
Capital expenditures ....................................         80,758        102,014         94,413         79,599         57,171
</TABLE>

OTHER FINANCIAL DATA:

<TABLE>
<CAPTION>
                                                                                     AS OF MARCH 31,
                                                    --------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT RATIOS)                         2000              1999              1998              1997              1996
                                                    --------          --------          --------          --------          --------
<S>                                                 <C>               <C>               <C>               <C>               <C>
Working capital ratio ....................              1.55              1.47              1.52              1.55              1.62
Working capital ..........................          $ 52,775          $ 41,398          $ 44,890          $ 52,962          $ 42,427
Total assets .............................           450,976           387,343           316,543           268,255           256,096
Long-term debt ...........................           128,000           100,312            54,626              --              48,000
Total debt ...............................           128,312           100,618            54,919              --              48,183
Shareholders' equity .....................           195,700           179,439           160,322           156,334           127,098
</TABLE>

(1) 1997 includes a $25,047 gain on the disposition of an FPSO, a $7,980
impairment adjustment and a $7,980 provision for special drydocking.

(2) 1997 includes a $7,980 impairment adjustment.


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.

All statements in this Form 10-K, other than statements of historical facts,
including, without limitation, statements regarding our business strategy, plans
for future operations and industry conditions, are forward-looking statements
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to various
risks, uncertainties and assumptions, including those we refer to under the
heading "Cautionary Statement Concerning Forward-Looking Statements" in Part I
of this report. Although we believe that the expectations reflected in such
forward-looking statements are reasonable, because of the inherent limitations
in the forecasting process, as well as the relatively volatile nature of the
industries in which we operate, we can give no assurance that those expectations
will prove to have been correct. Accordingly, evaluation of our future prospects
must be made with caution when relying on forward-looking information.

LIQUIDITY AND CAPITAL RESOURCES

We consider our liquidity and capital resources adequate to support our
operations and internally generated growth initiatives. At March 31, 2000, we
had working capital of $53 million. Additionally, we had $102 million available
under committed credit facilities and $12 million was unused under uncommitted
lines of credit.

    We expect operating cash flow to meet our ongoing annual cash requirements,
including debt service. Net income plus depreciation and amortization (commonly
referred to as cash flow from operations) was $51 million for 2000 compared to
$56 million and $45 million for 1999 and 1998, respectively.

    Working capital was $53 million at the end of 2000 compared to $41 million
at the end of 1999 and $45 million at the end of 1998.

K10
<PAGE>
    Capital expenditures for the years ended March 31, 2000, 1999 and 1998 were
$81 million, $102 million and $94 million, respectively. Capital expenditures in
2000 consisted of construction costs for our second dynamically positioned
multiservice support vessel ("MSV"), additions to our ROV fleet and the start of
the conversion of a jackup drilling rig to a mobile offshore production unit
("MOPU") for initial use offshore Western Australia under a three-year contract.
Capital expenditures in 1999 consisted of additions to our ROV fleet,
construction costs for two MSVs, one of which was placed in service prior to
March 31, 1999, a new umbilical plant in Brazil and the relocation and upgrading
of our umbilical plant in Scotland.

    Capital expenditures in 1998 consisted of additions to our ROV fleet,
construction costs for the two MSVs in progress, the purchase of a production
barge operating in Southeast Asia, a tanker for possible future conversion to
production systems use, two out-of-service offshore rigs for potential
conversion to production systems or alternative service and expenditures on
leasehold improvements related to the relocation and consolidation of some of
our office and workshop facilities in the U.S.

    Commitments for capital expenditures at the close of 2000 were approximately
$65 million for completion of the MOPU and $5 million for completion of our
second MSV.

    In April 1997, we approved a plan to purchase up to a maximum of 3 million
shares of our common stock and 2.9 million shares were purchased under this plan
through March 31, 2000, at a total cost of $40 million.

    At March 31, 2000, we had long-term debt of $128 million, which equated to a
40% debt to total capitalization ratio. In September 1998, we issued $100
million of 6.72% Senior Notes. We used the proceeds to repay the then
outstanding indebtedness under our prior revolving credit facility, which had
been incurred in the funding of capital expenditures and treasury stock
purchases. In October 1998, we replaced that revolving credit agreement with a
new five-year $80 million revolving credit facility. In March 2000, we added a
$50 million term loan facility which is available for drawing until March 30,
2001. Our debt to total capitalization ratio will vary from time to time
depending primarily upon our level of capital spending.

    Because of our significant foreign operations, we are exposed to currency
fluctuations and exchange risks. We generally minimize these risks primarily
through matching, to the extent possible, revenues and expenses in the various
currencies in which we operate. However, due to the weakness in certain Asian
currencies during 1998, we recognized $1.0 million of losses as Other Expense.
Cumulative translation adjustments as of March 31, 2000 relate primarily to our
permanent investments in and loans to our foreign subsidiaries. Inflation has
not had a material effect on us in the past two years and no such effect is
expected in the near future.

    See Item 1 - "Business - Description of Business - Risks and Insurance".

RESULTS OF OPERATIONS

Our revenues were $417 million for 2000 compared to $400 million for 1999 and
$358 million for 1998. Our gross margins were $72 million for 2000 compared to
$86 million for 1999 and $75 million for 1998. As a percentage of revenue, gross
margins for the three years were 17%, 21% and 21%, respectively. Our net income
in 2000 was $16.8 million, a decrease of 35% from our net income of $25.7
million in 1999, which was 17% higher than the $22 million we reported for 1998.

    Information on our business segments is shown in Note 6 of the Notes to
Consolidated Financial Statements included in this report.

OFFSHORE OIL AND GAS. Revenues for our Offshore Oil and Gas business for 2000
were $294 million compared to $301 million in 1999 and $272 million in 1998. The
income from operations ("Operating Income") from this business for 2000
decreased to $20.0 million compared to $35.9 million in 1999 and $25.2 million
in 1998.

    In response to (1) continued increasing demand to support deepwater drilling
and (2) identified future construction and production maintenance work, we
extended our ROV fleet expansion program in 1997 by announcing plans for
additional new ROVs. These new vehicles are designed for use around the world in
water depths to 10,000 feet and in severe weather conditions. We have added over
50 ROVs to our fleet during the last several years and we plan to add additional
vehicles at a rate dependent on market demand.

    In 2000, we decided to sell our West Africa diving and related vessel assets
to focus on the growing deepwater service and specialty hardware markets in this
area which have potential for higher margins. In 1997, we decided to discontinue
offering diving services in the North Sea. Based on a review of actual and
expected operating results, we concluded that we would generate greater returns
by focusing on other business lines in the North Sea area. In March 1997 we
entered into an agreement to sell our North Sea diving assets, including a
diving support vessel ("DSV"). The sale closed in April 1997 and the sales
proceeds approximated the net book value of the assets sold. We continue to
provide diving services in other areas.

                                                                             K11
<PAGE>
    The table below sets out revenues and profitability for our Offshore Oil and
Gas business for 2000, 1999 and 1998.

                                                FOR THE YEARS ENDED MARCH 31,
                                           ------------------------------------
          (DOLLARS IN THOUSANDS)             2000          1999         1998
                                           ---------     ---------    ---------
         Offshore Oil and Gas
            Remotely Operated Vehicles
               Revenues ................   $  94,617     $ 100,854    $  83,729
               Gross Margin ............      22,832        25,657       23,665
               Gross Margin % ..........          24%           25%          28%
               Operating Income ........      14,064        16,722       15,897
               Operating Income % ......          15%           17%          19%

            Subsea Products
               Revenues ................      69,744        72,919       59,732
               Gross Margin ............       8,784        14,192       10,087
               Gross Margin % ..........          13%           19%          17%
               Operating Income ........       1,499         6,389        3,270
               Operating Income % ......           2%            9%           5%

            Mobile Offshore Production Systems
               Revenues ................      23,983        31,559       30,716
               Gross Margin ............       8,236        10,930        5,784
               Gross Margin % ..........          34%           35%          19%
               Operating Income ........       7,629         9,478        4,216
               Operating Income % ......          32%           30%          14%

            Other Services
               Revenues ................     105,505        95,748       97,638
               Gross Margin ............      11,391        19,256       17,842
               Gross Margin % ..........          11%           20%          18%
               Operating Income (Loss) .      (3,169)        3,308        1,818
               Operating Income (Loss) %          (3)%           3%           2%

         Total Offshore Oil and Gas
               Revenues ................     293,849       301,080      271,815
               Gross Margin ............      51,243        70,035       57,378
               Gross Margin % ..........          17%           23%          21%
               Operating Income ........      20,023        35,897       25,201
               Operating Income % ......           7%           12%           9%

    In 2000, ROV revenues declined 6% despite our additions to the ROV fleet.
Utilization declined from 82% to 62%. Both of our major oilfield ROV markets,
drill support and construction support, were adversely affected as oil and gas
companies had lower capital spending levels than those in the prior year. We
anticipate higher utilization and better results starting in the second half of
our Fiscal 2001. In 1999, ROV revenues increased 20% over 1998 due to the
increase in the number of units.

    Subsea Products revenues were down 4% in 2000 despite the addition of an
umbilical plant in Brazil and the opening of our upgraded facility in Scotland.
Umbilical sales and margins were adversely affected by low market demand as oil
and gas companies had lower capital spending levels than those in the prior
years, particularly in Brazil. We anticipate an improved umbilical market in
2001 from increased subsea completion activity. In 1999, Subsea Products
revenues were up 22% over 1998 due to better market conditions for umbilical
sales; margins were also higher from improved utilization of plants and better
pricing.

    MOPS 2000 revenues were 24% lower than 1999 as we completed a major
modification project for the ZAFIRO PRODUCER during the year. In addition,
production-based revenues from the OCEAN PRODUCER were lower due to declining
production levels. The ZAFIRO PRODUCER modification project contributed to the
higher margin percentage in 1999 as compared to 1998. We anticipate 2001 to be
relatively flat compared to 2000, with improved results the following year when
the OCEAN LEGEND commences operations.

K12
<PAGE>
    Other Services revenues were up 10% in 2000 from 1999, primarily due to a
full year of operations from the MSV OCEAN INTERVENTION. However, margins
reflected very competitive market conditions resulting from reduced oilfield
capital spending. The net operating loss was attributed to two large fixed-price
jobs in India. Other Services revenues were relatively flat in 1999 compared to
1998. Slightly higher margins reflected better market conditions.

    We anticipate improved revenues and margins in 2001 for our Offshore Oil and
Gas business from the continued expansion of the ROV fleet and an increased
contribution from the MSV OCEAN INTERVENTION, which we placed in service in
November 1998, and the OCEAN INTERVENTION II, which will be placed in service in
the second quarter of 2001.

ADVANCED TECHNOLOGIES.  The table below sets out revenues and profitability for
this segment for 2000, 1999 and 1998.

                                              FOR THE YEARS ENDED MARCH 31,
                                         --------------------------------------
(DOLLARS IN THOUSANDS)                     2000           1999           1998
                                         --------       --------       --------
Revenues ..........................      $122,971       $ 99,242       $ 86,306
Gross Margin ......................        20,399         15,649         17,913
Gross Margin % ....................            17%            16%            21%
Operating Income ..................        12,276          8,459         11,081
Operating Income % ................            10%             9%            13%

    ADTECH revenues in 2000 were 24% higher than in 1999 due to increased work
levels for the Navy, an outfall job in Southeast Asia and more search and
recovery work. Margin percentages were relatively unchanged.

    Revenues for this segment in 1999 increased from 1998 due to higher activity
in subsea telecommunications cable services and the design and assembly of
large, dynamic, animated figures for theme parks. Margins for this segment in
1999 declined due to lower profitability from search and recovery projects and
space-related product and service activities.

    We anticipate lower revenues from ADTECH in the next fiscal year based on
the transfer of our subsea telecommunications cable activity to a joint venture.

OTHER. Interest expense increased over the three year period as a result of our
increased borrowings to fund capital expenditures. Interest expense is net of
capitalized interest of $1.8 million for 2000, $2.5 million for 1999 and
$800,000 for 1998.

    Our effective tax rate, determined after consideration of valuation
allowances, foreign, state and local taxes, was 36%, 38% and 38% in 2000, 1999
and 1998, respectively.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are currently exposed to certain market risks arising from transactions we
have entered into in the normal course of business. These risks relate to
interest rate changes and fluctuations in foreign exchange rates. We do not
believe these risks are material. We have not entered into any market risk
sensitive instruments for trading purposes. We manage our exposure to interest
rate changes through the use of a combination of fixed and floating rate debt.
See Note 3 of Notes to Consolidated Financial Statements included in this report
for a description of our long-term debt agreements, interest rates and
maturities. We believe that significant interest rate changes will not have a
material near-term impact on our future earnings or cash flows. We manage our
exposure to changes in foreign exchange rates primarily through arranging
compensation in U.S. dollars or freely convertible currency and, to the extent
possible, by limiting compensation received in other currencies to amounts
necessary to meet obligations denominated in those currencies. We believe that a
significant fluctuation in the foreign exchange rates would not have a material
near-term effect on our future earnings or cash flows.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

In this report, our consolidated financial statements and supplementary data
appear following the signature page of this report and are hereby incorporated
by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not Applicable.

                                                                             K13
<PAGE>
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information with respect to the directors and nominees for election to our
Board of Directors is incorporated by reference from our definitive proxy
statement relating to our 2000 Annual Meeting of Shareholders to be filed on or
before July 31, 2000 pursuant to Regulation 14A under the Securities Exchange
Act of 1934. The information with respect to our executive officers is provided
under the heading "Executive Officers of the Registrant" following Item 4 of
Part I of this report.

ITEM 11.  EXECUTIVE COMPENSATION.

The information required by Item 11 is incorporated by reference from the proxy
statement described in Item 10 above.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND  MANAGEMENT.

The information required by Item 12 is incorporated by reference from the proxy
statement described in Item 10 above.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required by Item 13 is incorporated by reference from the proxy
statement described in Item 10 above.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.


    (a)  Documents filed as part of this report.

         1. Financial Statements.
            (i)   Report of Independent Public Accountants
            (ii)  Consolidated Balance Sheets
            (iii) Consolidated Statements of Income
            (iv)  Consolidated Statements of Cash Flows
            (v)   Consolidated Statements of Shareholders' Equity
            (vi)  Notes to Consolidated Financial Statements

         2. Exhibits:

<TABLE>
<CAPTION>
                                                                                   REGISTRATION
                                                                                     OR FILE       FORM OR     REPORT    EXHIBIT
                                                                                      NUMBER       REPORT       DATE      NUMBER
                                                                                   ------------    -------   ----------  -------
<S>                                                                                <C>             <C>       <C>         <C>
   3        Articles of Incorporation and By-laws
  *3.01     Certificate of Incorporation, as amended                                     0-8418       10-K   March 1988     3(a)
  *3.02     Amended and Restated By-Laws                                                1-10945       10-Q    Dec. 1999      3.1
  *3.03     Amendment to Certificate of Incorporation                                  33-36872        S-8   Sept. 1990     4(b)
   4        Instruments defining the rights of security holders,
              including indentures
  *4.01     Specimen of Common Stock Certificate                                        1-10945       10-K   March 1993     4(a)
  *4.02     Shareholder Rights Agreement dated November 20, 1992                        1-10945        8-K    Nov. 1992        1

  *4.03     Note Purchase Agreement dated as of September 8, 1998 relating to
              $100,000,000 6.72% Senior Notes due September 8, 2010                     1-10945       10-Q   Sept. 1998     4.01
  *4.04     Loan Agreement ($80,000,000 Revolving Credit Facility)
              dated as of October 23, 1998                                              1-10945       10-Q   Sept. 1998     4.02
</TABLE>

K14
<PAGE>
   4.05     Loan Agreement ($50,000,000 Term Loan) dated as of
            March 30, 2000

We and certain of our consolidated subsidiaries are parties to debt instruments
under which the total amount of securities authorized does not exceed 10 percent
of our total consolidated assets. Pursuant to paragraph 4(ii)(A) of Item 601(b)
of Regulation S-K, we agree to furnish a copy of those instruments to the
Securities and Exchange Commission on request.

<TABLE>
<CAPTION>
                                                                                   REGISTRATION
                                                                                     OR FILE       FORM OR     REPORT    EXHIBIT
                                                                                      NUMBER       REPORT       DATE      NUMBER
                                                                                   ------------    -------   ----------  -------
<S>                                                                                <C>             <C>       <C>         <C>
  10        Material contracts
 *10.01+    Oceaneering Retirement Investment Plan, as amended                          1-10945       10-K   March 1996    10.02
 *10.02+    Employment Agreement dated August 15, 1986 between
              John R. Huff and Oceaneering                                               0-8418       10-K   March 1987    10(l)
 *10.03+    Addendum to Employment Agreement dated
              February 22, 1996 between John R. Huff and Oceaneering                    1-10945       10-K   March 1997    10.04
 *10.04+    Amended and Restated Supplemental Executive Retirement Plan                 1-10945       10-Q    Dec. 1999     10.1
 *10.05+    1999 Restricted Stock Award Incentive Agreements
              dated August 19, 1999                                                     1-10945       10-Q   Sept. 1999     10.1
 *10.06+    Senior Executive Severance Plan, as amended                                  0-8418       10-K   March 1989    10(k)
 *10.07+    Supplemental Senior Executive Severance Agreements, as amended               0-8418       10-K   March 1989    10(l)
  10.08+    1999 Incentive Plan
  10.09+    2000 Bonus Award Plan
 *10.10+    1990 Long-Term Incentive Plan                                              33-36872        S-8   Sept. 1990     4(f)
 *10.11+    1990 Nonemployee Directors Stock Option Plan                               33-36872        S-8   Sept. 1990     4(g)
 *10.12+    Indemnification Agreement between Registrant
              and its Directors                                                          0-8418       10-Q   Sept. 1991    10(a)
 *10.14+    1996 Incentive Plan of Oceaneering International, Inc.                      1-10945       10-Q   Sept. 1996    10.02
 *10.15+    1996 Restricted Stock Award Incentive Agreements
              dated August 23, 1996                                                    1-10945       10-Q   Sept. 1996    10.03
 *10.16+    1997 Bonus Restricted Stock Award Agreements
              dated April 22, 1997                                                      1-10945       10-K   March 1997    10.20
 *10.17+    Amendment No. 1 to the Oceaneering
              Retirement Investment Plan                                                1-10945       10-Q   Sept. 1996    10.01
 *10.18+    Amendment No. 1 to 1990 Nonemployee Director Stock
              Option Plan                                                               1-10945       10-K   March 1999    10.19
 *10.19+    1998 Bonus Restricted Stock Award Agreements                                1-10945       10-K   March 1999    10.20
  10.20+    1999 Bonus Restricted Stock Award Agreements
  21        Subsidiaries of the Registrant
  23        Consent of Independent Public Accountants
  24        Powers of Attorney
  27        Financial Data Schedule
</TABLE>

  * Indicates exhibit previously filed with the Securities and Exchange
    Commission as indicated and incorporated herein by reference.

  + Indicates management contract or compensatory plan or arrangement required
    to be filed as an Exhibit pursuant to the requirements of Item 14(c) of this
    Annual Report on Form 10-K.

(b) Reports on Form 8-K.
    The registrant filed no reports on Form 8-K during the last quarter of the
    period covered by this report.

                                                                             K15
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                     OCEANEERING INTERNATIONAL, INC.



Date:  June 28, 2000             By: JOHN R. HUFF
                                     -------------------------------------------
                                     John R. Huff
                                     Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
           SIGNATURE                                   TITLE                        DATE
- ---------------------------------          --------------------------------     -------------
<S>                                        <C>                                  <C>

JOHN R. HUFF                               Principal Executive Officer,         June 28, 2000
- ---------------------------------          Director
John R. Huff

MARVIN J. MIGURA                           Senior Vice President,               June 28, 2000
- ---------------------------------          Principal Financial Officer
Marvin J. Migura

JOHN L. ZACHARY                            Controller, Principal                June 28, 2000
- --------------------------------           Accounting Officer
John L. Zachary

CHARLES B. EVANS*                          Director
DAVID S. HOOKER*                           Director
D. MICHAEL HUGHES*                         Director
HARRIS J. PAPPAS*                          Director


*By: GEORGE R. HAUBENREICH, JR.                                                 June 28, 2000
     --------------------------
     George R. Haubenreich, Jr.
     Attorney-in-Fact
</TABLE>

K16
<PAGE>
                   OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

INDEX TO FINANCIAL STATEMENTS

Report of Independent Public Accountants

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Cash Flows

Consolidated Statements of Shareholders' Equity

Notes to Consolidated Financial Statements

Selected Quarterly Financial Data

INDEX TO SCHEDULES

All schedules for which provision is made in the applicable regulations of the
Securities and Exchange Commission have been omitted because they are not
required under the relevant instructions or because the required information is
included in the financial statements included herein or in the related footnotes
thereto.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Oceaneering International, Inc.:

We have audited the accompanying consolidated balance sheets of Oceaneering
International, Inc. (a Delaware corporation) and subsidiaries as of March 31,
2000 and 1999 and the related consolidated statements of income, cash flows and
shareholders' equity for each of the three years in the period ended March 31,
2000. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

      We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

      In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Oceaneering
International, Inc. and subsidiaries as of March 31, 2000 and 1999 and the
results of their operations and their cash flows for each of the three years in
the period ended March 31, 2000, in conformity with accounting principles
generally accepted in the United States.

ARTHUR ANDERSEN LLP



Houston, Texas
May 17, 2000

                                                                             K17
<PAGE>
                   OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE DATA)                                                                 MARCH 31, 2000     MARCH 31, 1999
                                                                                                 ---------------    ---------------
<S>                                                                                              <C>                <C>
ASSETS
CURRENT ASSETS:

    Cash and cash equivalents ................................................................   $        11,001    $         8,367
    Accounts receivable, net of  allowances for doubtful accounts
       of $500 and $398 ......................................................................           118,572            103,838
    Prepaid expenses and other ...............................................................            18,990             16,859
                                                                                                 ---------------    ---------------
       Total current assets ..................................................................           148,563            129,064
                                                                                                 ---------------    ---------------
PROPERTY AND EQUIPMENT, AT COST:
    Marine services equipment ................................................................           311,639            285,801
    Mobile offshore production equipment .....................................................            68,646             53,808
    Manufacturing facilities .................................................................            37,858             36,811
    Other ....................................................................................            43,142             36,312
                                                                                                 ---------------    ---------------
                                                                                                         461,285            412,732
    Less accumulated depreciation ............................................................           184,918            170,993
                                                                                                 ---------------    ---------------
       Net property and equipment ............................................................           276,367            241,739
                                                                                                 ---------------    ---------------
INVESTMENTS AND OTHER ASSETS:

    Goodwill, net of amortization of $6,612 and $5,478 .......................................            11,611              9,426
    Other ....................................................................................            14,435              7,114
                                                                                                 ---------------    ---------------
TOTAL ASSETS .................................................................................   $       450,976    $       387,343
                                                                                                 ===============    ===============
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

    Accounts payable .........................................................................   $        34,593    $        23,481
    Accrued liabilities ......................................................................            53,645             54,608
    Income taxes payable .....................................................................             7,238              9,271
    Current portion of long-term debt                                                                        312                306
                                                                                                 ---------------    ---------------
       Total current liabilities .............................................................            95,788             87,666
                                                                                                 ---------------    ---------------
LONG-TERM DEBT, NET OF CURRENT PORTION .......................................................           128,000            100,312
                                                                                                 ---------------    ---------------
OTHER LONG-TERM LIABILITIES ..................................................................            31,488             19,926
                                                                                                 ---------------    ---------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:

    Common Stock, par value $0.25 per share; 90,000,000 shares
        authorized; 24,017,046 shares issued .................................................             6,004              6,004
    Additional paid-in capital ...............................................................            77,972             82,421
    Treasury stock; 1,197,705 and 1,653,922 shares at cost ...................................           (16,050)           (22,803)

    Retained earnings ........................................................................           140,493            123,709
    Cumulative translation adjustments .......................................................           (12,719)            (9,892)
                                                                                                 ---------------    ---------------
       Total shareholders' equity ............................................................           195,700            179,439
                                                                                                 ---------------    ---------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ...................................................   $       450,976    $       387,343
                                                                                                 ===============    ===============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

K18
<PAGE>
                   OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                                             FOR THE YEARS MARCH 31,
                                                                              -----------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)                                              2000               1999               1998
                                                                              ---------------    ---------------    ---------------
<S>                                                                           <C>                <C>                <C>
REVENUES ..................................................................   $       416,820    $       400,322    $       358,121

COST OF SERVICES ..........................................................           345,178            314,638            282,830

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ..............................            39,343             41,328             39,009
                                                                              ---------------    ---------------    ---------------
    Income from operations ................................................            32,299             44,356             36,282

INTEREST INCOME ...........................................................               533                846                877

INTEREST EXPENSE, NET .....................................................            (5,936)            (3,425)              (637)

OTHER INCOME (EXPENSE), NET ...............................................              (330)              (447)              (886)

MINORITY INTERESTS ........................................................              (341)               163                (41)
                                                                              ---------------    ---------------    ---------------
    Income before income taxes ............................................            26,225             41,493             35,595

PROVISION FOR INCOME TAXES ................................................            (9,441)           (15,786)           (13,594)
                                                                              ---------------    ---------------    ---------------

NET INCOME ................................................................   $        16,784    $        25,707    $        22,001
                                                                              ===============    ===============    ===============

BASIC EARNINGS PER SHARE ..................................................   $          0.74    $          1.13    $          0.95

DILUTED EARNINGS PER SHARE ................................................   $          0.73    $          1.12    $          0.93

WEIGHTED AVERAGE NUMBER OF COMMON SHARES ..................................            22,757             22,708             23,233

INCREMENTAL SHARES FROM STOCK OPTIONS .....................................               279                180                313

WEIGHTED AVERAGE NUMBER OF COMMON SHARES AND EQUIVALENTS ..................            23,036             22,888             23,546
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

                                                                             K19
<PAGE>
                   OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                          FOR THE YEARS ENDED MARCH 31,
                                                                              -----------------------------------------------------
(IN THOUSANDS)                                                                     2000               1999               1998
                                                                              ---------------    ---------------    ---------------
<S>                                                                           <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

    Net income ............................................................   $        16,784    $        25,707    $        22,001
                                                                              ---------------    ---------------    ---------------
    Adjustments to reconcile net income to net cash provided by operating
        activities:
    Depreciation and amortization .........................................            33,948             29,961             23,176
    Currency translation adjustments and other ............................             1,582             (3,067)             5,090
    Decrease (increase) in accounts receivable, net .......................           (14,734)            11,085              5,172
    Increase in prepaid expenses and other current assets .................            (2,131)            (9,782)            (1,399)
    Increase in other assets ..............................................            (2,922)              (571)               (85)
    Increase (decrease) in accounts payable ...............................            11,112             (2,590)            (1,068)
    Increase (decrease) in accrued liabilities ............................              (962)             3,223             (6,798)
    Increase (decrease) in income taxes payable ...........................            (2,801)               849               (792)
    Increase (decrease) in other long-term liabilities ....................            13,192              4,505               (655)
                                                                              ---------------    ---------------    ---------------
    Total adjustments to net income .......................................            36,284             33,613             22,641
                                                                              ---------------    ---------------    ---------------
NET CASH PROVIDED BY OPERATING ACTIVITIES .................................            53,068             59,320             44,642
                                                                              ---------------    ---------------    ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property and equipment ...................................           (80,758)          (102,014)           (94,413)
    Dispositions of property and equipment ................................             5,309              2,207               --
    Decrease (increase) in investments ....................................              (593)             1,058               --
                                                                              ---------------    ---------------    ---------------

NET CASH USED IN INVESTING ACTIVITIES .....................................           (76,042)           (98,749)           (94,413)
                                                                              ---------------    ---------------    ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:

    Proceeds from long-term borrowings, net of costs ......................              --               98,537             54,626
    Net proceeds (payments) on revolving credit and other long-term debt ..            27,419            (54,301)              --
    Proceeds from issuance of common stock ................................             6,246              3,026              4,515
    Purchases of treasury stock ...........................................            (8,057)            (8,530)           (23,340)
                                                                              ---------------    ---------------    ---------------

NET CASH PROVIDED BY FINANCING ACTIVITIES .................................            25,608             38,732             35,801
                                                                              ---------------    ---------------    ---------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ......................             2,634               (697)           (13,970)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR .............................             8,367              9,064             23,034
                                                                              ---------------    ---------------    ---------------
CASH AND CASH EQUIVALENTS - END OF YEAR ...................................   $        11,001    $         8,367    $         9,064
                                                                              ===============    ===============    ===============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

K20
<PAGE>
                   OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>
                                                            ADDITIONAL                                 CUMULATIVE
                                  COMMON STOCK ISSUED        PAID-IN       TREASURY       RETAINED     TRANSLATION
(IN THOUSANDS)                   SHARES         AMOUNT       CAPITAL        STOCK         EARNINGS     ADJUSTMENTS       TOTAL
                              ------------   ------------  ------------  ------------   ------------  ------------    ------------
<S>                           <C>            <C>           <C>           <C>            <C>           <C>             <C>
BALANCE, MARCH 31, 1997 ......      24,017   $      6,004  $     81,153  $       (986)  $     76,001  $     (5,838)   $    156,334
Comprehensive Income:
   Net Income ................        --             --            --            --           22,001          --            22,001
   Translation adjustments ...        --             --            --            --             --          (1,654)         (1,654)
                              ------------   ------------  ------------  ------------   ------------  ------------    ------------
Total Comprehensive Income-- .        --             --            --            --           22,001        (1,654)         20,347
Restricted Stock issued ......        --             --            (641)          496           --            --              (145)
Stock options exercised ......        --             --            (587)        4,626           --            --             4,039
Restricted Stock plan
    compensation expense .....        --             --           1,517          --             --            --             1,517
Treasury Stock purchases .....        --             --            --         (23,340)          --            --           (23,340)
Treasury Stock issued
    to Company Benefit
    Plan, at average cost ....        --             --            --           1,570           --            --             1,570
                              ------------   ------------  ------------  ------------   ------------  ------------    ------------
BALANCE, MARCH 31, 1998 ......      24,017          6,004        81,442       (17,634)        98,002        (7,492)        160,322
Comprehensive Income:
    Net Income ...............        --             --            --            --           25,707          --            25,707
    Translation adjustments ..        --             --            --            --             --          (2,400)         (2,400)
                              ------------   ------------  ------------  ------------   ------------  ------------    ------------
Total Comprehensive Income-- .        --             --            --            --           25,707        (2,400)         23,307
Restricted Stock issued ......        --             --            (289)          289           --            --              --
Stock options exercised ......        --             --             (42)          250           --            --               208
Restricted Stock plan
    compensation expense .....        --             --           1,310          --             --            --             1,310
Treasury Stock purchases .....        --             --            --          (8,530)          --            --            (8,530)
Treasury Stock issued
    to Company Benefit
    Plan, at average cost ....        --             --            --           2,822           --            --             2,822
                              ------------   ------------  ------------  ------------   ------------  ------------    ------------
BALANCE, MARCH 31, 1999 ......      24,017          6,004        82,421       (22,803)       123,709        (9,892)        179,439
Comprehensive Income:
   Net Income ................        --             --            --            --           16,784          --            16,784
   Translation adjustments ...        --             --            --            --             --          (2,827)         (2,827)
                              ------------   ------------  ------------  ------------   ------------  ------------    ------------
Total Comprehensive Income ...        --             --            --            --           16,784        (2,827)         13,957
Restricted Stock issued ......        --             --          (8,165)        8,165           --            --              --
Stock options exercised ......        --             --             461         4,233           --            --             4,694
Restricted Stock plan
    compensation expense .....        --             --           3,255          --             --            --             3,255
Treasury Stock purchases .....        --             --            --          (8,057)          --            --            (8,057)
Treasury Stock issued
    to Company Benefit
    Plan, at average cost ....        --             --            --           2,412           --            --             2,412
                              ------------   ------------  ------------  ------------   ------------  ------------    ------------
BALANCE, MARCH 31, 2000 ......      24,017   $      6,004  $     77,972  $    (16,050)  $    140,493  $    (12,719)   $    195,700
                              ============   ============  ============  ============   ============  ============    ============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

                                                                             K21
<PAGE>
                   OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SUMMARY OF MAJOR ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Oceaneering
International, Inc. and its 50% or more owned and controlled subsidiaries
("Oceaneering"). Oceaneering accounts for its investments in unconsolidated
affiliated companies under the equity method. All significant intercompany
accounts and transactions have been eliminated.

    Unless the context indicates otherwise, references to years indicate
Oceaneering's fiscal years.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include demand deposits and highly liquid investments
with original maturities of three months or less from the date of the
investment.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following:

                                                                 MARCH 31,
                                                           ---------------------
(IN THOUSANDS)                                              2000          1999
                                                           -------       -------
Spare parts for remotely operated vehicles .........       $ 7,950       $ 8,384
Inventories ........................................         5,593         4,646
Other ..............................................         5,447         3,829
                                                           -------       -------
      Total ........................................       $18,990       $16,859
                                                           =======       =======

DEPRECIATION AND AMORTIZATION

Oceaneering provides for depreciation of Property and Equipment primarily on the
straight-line method over estimated useful lives of three to 20 years for marine
services equipment, ten years for mobile offshore production equipment and three
to 25 years for buildings, improvements and other equipment. Goodwill arising
from business acquisitions is amortized on the straight-line method over 15
years.

      The costs of repair and maintenance of Property and Equipment are charged
to operations as incurred, while the costs of improvements are capitalized.
Interest is capitalized on assets where the construction period is anticipated
to be more than three months. Oceaneering does not allocate general
administrative costs to capital projects. Upon the disposition of property and
equipment, the related cost and accumulated depreciation accounts are relieved
and the resulting gain or loss is included as an adjustment to cost of services.

      Management periodically, and upon the occurrence of a triggering event,
reviews the realizability of goodwill and other long-term assets and makes any
appropriate impairment adjustments and disclosures required by Statement of
Financial Accounting Standards Board Standard Number ("SFAS") 121, "Accounting
for the Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed
Of." No impairment adjustments were made during the three years ended March 31,
2000.

REVENUE RECOGNITION

Oceaneering's revenues are primarily derived from billings under contracts that
provide for specific time, material and equipment charges, which are accrued
daily and billed monthly. Significant lump-sum contracts are accounted for using
the percentage-of-completion method. Revenues on contracts with a substantial
element of research and development are recognized to the extent of cost until
such time as the probable final profitability can be determined. Anticipated
losses on contracts, if any, are recorded in the period that such losses are
first determinable.

K22
<PAGE>
                   OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

INCOME TAXES

Oceaneering accounts for income taxes in accordance with SFAS 109, "Accounting
for Income Taxes."

FOREIGN CURRENCY TRANSLATION

The functional currency for several of Oceaneering's foreign subsidiaries is the
applicable local currency. Results of operations for foreign subsidiaries with
functional currencies other than the U.S. dollar are translated into U.S.
dollars using average exchange rates during the period. Assets and liabilities
of these foreign subsidiaries are translated into U.S. dollars using the
exchange rates in effect at the balance sheet date and the resulting translation
adjustments are accumulated as a component of Shareholders' Equity. All foreign
currency transaction gains and losses are recognized currently in the
Consolidated Statements of Income.

EARNINGS PER SHARE

Oceaneering has computed earnings per share in accordance with SFAS 128,
"Earnings Per Share," which became effective in the third quarter of 1998.

OTHER LONG-TERM LIABILITIES

At March 31, 2000 and 1999, Other Long-term Liabilities include $9.3 million and
$8.1 million, respectively, for self-insurance reserves not expected to be paid
out in the following year and $19.1 and $10.1 million, respectively, for
deferred income taxes.

RECLASSIFICATIONS

Certain amounts from prior years, particularly segment information, have been
reclassified to conform with the current year presentation.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

NEW ACCOUNTING STANDARD

      In June 1999, the Financial Accounting Standards Board amended SFAS 133
"Accounting for Derivative Instruments and Hedging Activities," by issuing SFAS
137 to defer the effective date of SFAS 133 to fiscal years beginning after June
15, 2000. Oceaneering believes the adoption of this statement will not have a
significant impact on its results of operations or financial position.

2.  INCOME TAXES

Oceaneering and its domestic subsidiaries, including acquired companies from
their respective dates of acquisition, file a consolidated U.S. federal income
tax return. Oceaneering conducts its international operations in a number of
locations which have varying codes and regulations with regard to income and
other taxes, some of which are subject to interpretation. On a geographic basis,
income before minority interests and income taxes attributable to the United
States was $10.5 million, $18.4 million and $14.7 million for 2000, 1999 and
1998, respectively. Income taxes are provided at the appropriate tax rates in
accordance with Oceaneering's interpretation of the respective tax regulations
after review and consultation with its internal tax department, tax consultants
and, in some cases, legal counsel in the various jurisdictions. Management
believes that adequate provisions have been made for all taxes which will
ultimately be payable.

      Deferred income taxes are provided for temporary differences in the
recognition of income and expenses for financial and tax reporting purposes.
Oceaneering's policy is to provide for deferred U.S. income taxes on
unrepatriated foreign income only to the extent such income is not to be
invested indefinitely in the related foreign entity.

                                                                             K23
<PAGE>
                   OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

      The provisions for income taxes for the years ended March 31, 2000, 1999
and 1998 were as follows:

(IN THOUSANDS)                                  2000         1999         1998
                                              --------     --------     --------
U.S. federal and state ..................     $  4,988     $ 12,205     $ 11,721
Foreign .................................        4,453        3,581        1,873
                                              --------     --------     --------
Total provision .........................     $  9,441     $ 15,786     $ 13,594
                                              ========     ========     ========

Current .................................     $  2,135     $ 13,040     $ 13,548
Deferred ................................        7,306        2,746           46
                                              --------     --------     --------
Total provision .........................     $  9,441     $ 15,786     $ 13,594
                                              ========     ========     ========

Cash taxes paid .........................     $  7,906     $ 12,191     $ 14,340
                                              ========     ========     ========

    As of March 31, 2000, Oceaneering's United Kingdom subsidiary had net
operating loss carryforwards ("NOLs") of approximately $11 million which are
available to reduce future United Kingdom Corporation Tax which would otherwise
be payable.

    As of March 31, 2000 and 1999, Oceaneering's worldwide deferred tax assets
and liabilities and related valuation reserves were as follows:

                                                              MARCH 31,
                                                     --------------------------
        (IN THOUSANDS)                                 2000              1999
                                                     --------          --------
       Gross deferred tax assets ...........         $  9,600          $ 13,858
       Valuation allowance .................           (4,376)          (10,384)
                                                     --------          --------
            Net deferred tax assets ........         $  5,224          $  3,474
                                                     ========          ========
            Deferred tax liabilities .......         $ 19,123          $ 10,067
                                                     ========          ========

    Oceaneering's deferred tax assets consist primarily of NOLs in its United
Kingdom subsidiary, which have no expiration date, and insurance claim reserves
for which a tax deduction has not yet been allowed. Deferred tax liabilities
consist primarily of depreciation and amortization book/tax differences and
provisions for income of foreign subsidiaries expected to be repatriated.

    Oceaneering has established a valuation allowance for deferred tax assets
after taking into account factors that are likely to affect Oceaneering's
ability to utilize the tax assets. In particular, Oceaneering conducts its
business through several foreign subsidiaries and, although Oceaneering expects
its consolidated operations to be profitable, there is no assurance that profits
will be earned in entities or jurisdictions which have NOLs available. Since
April 1, 1997, changes in the valuation allowance primarily relate to the
expected utilization of foreign NOLs and realization of foreign tax credits.
Income taxes, computed by applying the federal statutory income tax rate to
income before income taxes and minority interests, are reconciled to the actual
provisions for income taxes as follows:

<TABLE>
<CAPTION>
                                                                                            FOR THE YEARS ENDED MARCH 31,
                                                                                 --------------------------------------------------
       (IN THOUSANDS)                                                              2000                 1999                 1998
                                                                                 --------             --------             --------
       <S>                                                                       <C>                  <C>                  <C>
       Computed U.S. statutory expense ..............................            $  9,298             $ 14,466             $ 12,473
       Change in valuation allowances ...............................              (6,008)              (1,057)               1,122
       Withholding taxes and foreign earnings taxed
           at rates different from U.S. statutory rates .............               3,375                1,172                 (467)
       State and local taxes and other, net .........................               2,776                1,205                  466
                                                                                 --------             --------             --------
       Total provision for income taxes .............................            $  9,441             $ 15,786             $ 13,594
                                                                                 ========             ========             ========
</TABLE>

K24
<PAGE>
                   OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

3.  DEBT

Long-term Debt consisted of the following:

                                                               MARCH 31,
                                                      -------------------------
       (IN THOUSANDS)                                    2000            1999
                                                      ---------       ---------
       6.72% Senior Notes ......................      $ 100,000       $ 100,000
       Revolving credit agreement ..............         28,000            --
       Capital lease ...........................            312             618
       Term loan agreement .....................           --              --
                                                      ---------       ---------
            Long-term Debt .....................        128,312         100,618
       Current portion .........................           (312)           (306)
                                                      ---------       ---------
       Long-term Debt, net of current portion ..      $ 128,000       $ 100,312
                                                      =========       =========


    In September 1998, Oceaneering issued $100 million aggregate principal
amount of 6.72% Senior Notes due 2010. The net proceeds were $98.6 million after
issuance costs and were used to retire existing debt. The notes have an average
life of ten years and are scheduled to be paid in five equal annual installments
beginning September 2006.

    In October 1998, Oceaneering entered into an $80 million revolving credit
facility (the "Credit Agreement") to replace its prior one. There is a
commitment fee ranging from .20% to .25% per annum, depending on Oceaneering's
debt to capitalization ratio, on the unused portion of the banks' commitments.
Principal maturity is in October 2003. Under the Credit Agreement, Oceaneering
has the option to borrow dollars at the London Interbank Offered Rate ("LIBOR")
plus a margin ranging from .50% to 1.00%, depending on Oceaneering's debt to
capitalization ratio, or at the agent bank's prime rate.

    In March 2000, Oceaneering entered into a four year, $50 million term loan
agreement (the "Term Loan"). Borrowings under the Term Loan can be made until
March 2001 and principal repayments commence in October 2001 with final maturity
in April 2004. There are no commitment fees on the Term Loan. Under the Term
Loan, Oceaneering has the option to borrow dollars at LIBOR plus a margin
ranging from .75% to 1.25%, depending on Oceaneering's debt to capitalization
ratio, or at the agent bank's prime rate.

    All three agreements contain similar restrictive covenants as to minimum net
worth, debt to capitalization ratio, fixed charge coverage, interest coverage
and restricted payments. Restricted payments, which include dividends and
treasury stock purchases, are limited from April 1, 1998, on a net basis, to the
sum of $25 million plus 50% of Oceaneering's consolidated net income after April
1, 1998, plus cash proceeds from any sales of common stock.

    Oceaneering has uncommitted credit agreements with banks totaling $29
million for use for borrowings and letters of credit. As of March 31, 2000,
Oceaneering had approximately $17 million in letters of credit outstanding under
these agreements.

    Cash interest payments of $7.7 million, $5.7 million and $1.2 million were
made in 2000, 1999 and 1998, respectively. Interest charges of $1.8 million in
2000, $2.5 million in 1999 and $800,000 in 1998 were capitalized as part of
construction in progress.

4.  EMPLOYEE BENEFIT PLANS AND SHAREHOLDER RIGHTS PLAN

RETIREMENT INVESTMENT PLANS

Oceaneering has three separate employee retirement investment plans which, taken
together, cover most of its full-time employees. The Oceaneering Retirement
Investment Plan is a deferred compensation plan in which domestic employees may
participate by deferring a portion of their gross monthly salary and directing
Oceaneering to contribute the deferred amount to the plan. Oceaneering matches a
portion of the deferred compensation. Oceaneering's contributions to the plan
were $2,867,000, $2,508,000 and $1,960,000 for the plan years ended December 31,
1999, 1998 and 1997, respectively.

                                                                             K25
<PAGE>
                   OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

    The second plan is the Oceaneering International Services Pension Scheme for
employees in the United Kingdom. Under this plan, employees may contribute a
portion of their gross monthly salary. Oceaneering also contributes an amount
equal to a portion of the participant's gross monthly salary. The plan assets
exceed vested benefits and are not material to the assets of Oceaneering.
Company contributions to this plan for the years ended March 31, 2000, 1999 and
1998 were $32,000, $34,000 and $160,000, respectively.

    The third plan is the Oceaneering International, Inc. Supplemental Executive
Retirement Plan, which covers selected key management employees and executives
of Oceaneering as approved by the Compensation Committee of Oceaneering's Board
of Directors (the "Compensation Committee"). This plan replaced a prior
Executive Retirement Plan effective June 30, 1997. Expense related to the prior
plan during the year ended March 31, 1998 was $576,000. Under the new plan,
Oceaneering accrues a portion of the participants' gross monthly salary and the
amounts accrued are treated as if they are invested in one or more investment
vehicles pursuant to this plan. Expense related to this plan during the years
ended March 31, 2000, 1999 and 1998 was $972,000, $980,000 and $668,000,
respectively.

INCENTIVE AND STOCK OPTION PLANS

Oceaneering has in effect shareholder-approved incentive plans.

    Under the 1996 and 1999 Incentive Plans, a total of 1,165,000 and 1,450,000
shares of Common Stock of Oceaneering, respectively, were made available for
awards to employees and other persons (excluding nonemployee directors except
with respect to automatic grants as described below) having an important
business relationship or affiliation with Oceaneering. Under the 1999 Incentive
Plan, each director of Oceaneering is automatically granted an option to
purchase 10,000 shares of Common Stock on the date the director becomes a
nonemployee director and each year thereafter at an exercise price per share
equal to the fair market value of a share of Common Stock on the date the option
was granted. These options become fully exercisable six months following the
date of grant. The 1996 and 1999 Incentive Plans and a similar
shareholder-approved 1990 Incentive Plan (the "Incentive Plans") are
administered by the Compensation Committee, which determines the type or types
of award(s) to be made to each participant and sets forth in the related award
agreement the terms, conditions and limitations applicable to each award. The
Compensation Committee may grant stock options, stock appreciation rights and
stock and cash awards. The exercise price for each option is not less than the
fair market value of the optioned shares at the date of grant. Options
outstanding are exercisable over a period of five or ten years after the date of
grant or five years after the date of vesting, generally, at the rate of 20% per
year for three years beginning one year after grant and 40% at the end of the
fourth year, or 25% per year for four years beginning one year after grant.

    During 1999 and 2000, the Compensation Committee granted restricted Common
Stock of Oceaneering to certain of its key executives. In 1998, no such
restricted stock grants were made. These grants are subject to earning
requirements on the basis of a percentage change between the price of the Common
Stock of Oceaneering versus the average of the common stock price of a peer
group of companies over three- and one-year time periods, respectively. Up to
one-third of the total grant made in 2000 may be earned each year depending on
Oceaneering's cumulative Common Stock performance, with any amount earned
subject to vesting in four equal installments over a four-year period
conditional upon continued employment. All of the total grant made in 1999 may
be similarly earned at the end of one year, subject to vesting. At the time of
each vesting, a participant receives a tax assistance payment for which the
participant must reimburse Oceaneering if the vested Common Stock is sold by the
participant within three years after the vesting date. As of March 31, 2000,
none of the grant made in 2000 was earned and the entire grant made in 1999 was
earned. As of March 31, 2000, a total of 763,250 shares of restricted stock was
outstanding under these and former, similar grants, of which 214,250 shares were
earned, subject to vesting requirements. The numbers and weighted average grant
date fair values of restricted stock granted were 549,000 and $17.06,
respectively, during 2000 and 9,000 and $16.83, respectively, during 1999. In
April 1997, June 1998 and June 1999, certain key executives also elected to
receive restricted Common Stock of Oceaneering totaling 44,968, 35,920 and
42,812 shares with grant date fair values of $14.63, $17.94 and $16.56 per
share, respectively, subject to similar vesting requirements and tax assistance
payments, in lieu of cash for all or part of their 1997, 1998 and 1999 bonus
awards. Each grantee of shares of restricted stock mentioned in this paragraph
is deemed to be the record owner of those shares during the restriction period,
with the right to vote and receive any dividends on those shares.

K26
<PAGE>
                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

    Oceaneering accounts for stock options issued under plans pursuant to APB
Opinion No. 25, under which no compensation cost is recognized unless options
are granted at an option price below the fair market value of the stock at the
date of the grant. Had compensation cost for these stock options been determined
consistent with SFAS 123," Accounting for Stock-Based Compensation,"
Oceaneering's pro forma net income and diluted earnings per share for 2000, 1999
and 1998 would have been $15,442,000, $24,735,000 and $21,373,000, respectively,
and $0.67, $1.08 and $0.92, respectively.

    Information regarding these option plans for 2000, 1999 and 1998 is as
follows:

                                                                       WEIGHTED
                                                         SHARES         AVERAGE
                                                          UNDER        EXERCISE
                                                         OPTION         PRICE
                                                       ----------     ----------
Balance at March 31, 1997 .........................     1,347,380     $    12.23
   Granted ........................................       390,700          18.64
   Exercised ......................................      (367,140)         10.51
   Forfeited ......................................       (87,600)         14.20
                                                       ----------     ----------
Balance at March 31, 1998 .........................     1,283,340          14.56
   Granted ........................................       481,900          10.43
   Exercised ......................................       (18,090)         12.63
   Forfeited ......................................       (61,980)         15.40
                                                       ----------     ----------
Balance at March 31, 1999 .........................     1,685,170          13.37
   Granted ........................................       384,000          16.88
   Exercised ......................................      (319,760)         12.48
   Forfeited ......................................       (45,280)         14.12
                                                       ----------     ----------
Balance at March 31, 2000 .........................     1,704,130     $    14.31
                                                       ==========     ==========

    The weighted average fair value of options granted in 2000, 1999 and 1998
was $8.90, $5.86 and $9.20, respectively. The fair value of the stock options
granted was estimated on the date of grant using the Black-Scholes option
pricing model with the following assumptions:

                                                   2000       1999       1998
                                                  -----      -----      -----
Risk-free interest rate .....................      5.87%      5.34%      6.47%
Expected dividend yield .....................         0%         0%         0%
Expected life ...............................     6 years    6 years    6 years
Expected volatility .........................     46.14%     42.27%     38.48%

    Options outstanding at March 31, 2000 are composed of the following:

<TABLE>
<CAPTION>
                                                             OUTSTANDING                                  EXERCISABLE
                                       ----------------------------------------------------    -----------------------------------
                                                               WEIGHTED
                                          NUMBER OF            AVERAGE          WEIGHTED          NUMBER OF           WEIGHTED
             RANGE OF                     SHARES AT           REMAINING          AVERAGE          SHARES AT            AVERAGE
             EXERCISE                     MARCH 31,          CONTRACTUAL        EXERCISE          MARCH 31,           EXERCISE
              PRICES                        2000             LIFE (YEARS)        PRICE              2000                PRICE
- -------------------------------------  ---------------     ---------------  ---------------    ---------------     ---------------
<S>                                    <C>                 <C>              <C>                <C>                 <C>
$4.72 - 10.24 .......................          523,625                3.15  $          9.88            228,500     $          9.44
$10.25 - 16.55 ......................          559,105                4.54            14.12            393,295               13.65
$16.56 - 20.34 ......................          621,400                3.56            18.21            161,150               20.13
</TABLE>

    At March 31, 2000, there were 638,400 shares under these plans available for
grant, of which 636,400 could be used for awarding stock options, stock
appreciation rights, stock and cash awards to employees, subject to no more than
76,600 shares being used for awards other than stock options or stock
appreciation rights to employees.

SHAREHOLDER RIGHTS PLAN

On November 20, 1992, Oceaneering's Board of Directors adopted a Shareholder
Rights Plan and, in accordance with the plan, declared a dividend of one
preferred share purchase right for each outstanding share of Oceaneering's
Common Stock. The plan will cause substantial dilution to a party that attempts
to acquire Oceaneering in a manner or on terms not approved by the Board of
Directors, except pursuant to an offer conditioned on a substantial number of
rights being acquired.

                                                                             K27
<PAGE>
                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

    The rights, which do not have voting rights and are not entitled to
dividends until such time as they become exercisable, expire in December 2002.

5.  COMMITMENTS AND CONTINGENCIES

LEASE COMMITMENTS

At March 31, 2000, Oceaneering occupied several facilities under noncancellable
operating leases expiring at various dates through 2023. Future minimum rentals
under these leases are as follows:

                                      (in thousands)
            2001                         $ 4,280
            2002                           3,071
            2003                           2,179
            2004                           1,958
            2005                           1,625
            Thereafter                     7,524
                                         -------
            Total Lease Commitments      $20,637
                                         =======

    Rental expense, which includes hire of vessels, specialized equipment and
real estate rental, was approximately $22 million, $18 million and $19 million
for the years ended March 31, 2000, 1999 and 1998, respectively.

INSURANCE

Oceaneering self-insures for workers' compensation, maritime employer's
liability and comprehensive general liability claims to levels it considers
financially prudent and carries insurance after it reaches the initial claim
levels, which can be by occurrence or in the aggregate. Oceaneering determines
the level of accruals by reviewing its historical experience and current year
claim activity. It does not record accruals on a present value basis. Each claim
is reviewed with insurance adjusters and specific reserves are established for
all known liabilities. An additional reserve for incidents incurred but not
reported to Oceaneering is established for each year using management estimates
and based on prior experience. Oceaneering's management believes that
Oceaneering has established adequate accruals for expected liabilities arising
from those obligations.

LITIGATION

Various actions and claims are pending against Oceaneering, most of which are
covered by insurance. In the opinion of Oceaneering's management, the ultimate
liability, if any, which may result from these actions and claims will not
materially affect the financial position or results of operations of
Oceaneering.

LETTERS OF CREDIT

Oceaneering had $17 million and $10 million in letters of credit outstanding as
of March 31, 2000 and 1999, respectively, as guarantees in force for
self-insurance requirements and various performance and bid bonds which are
usually for a period of one year or the duration of the contract.

FINANCIAL INSTRUMENTS AND RISK CONCENTRATION

Financial instruments which potentially subject Oceaneering to concentrations of
credit risk are primarily cash and cash equivalents, long-term bank and other
borrowings and accounts receivable. The carrying values of cash and cash
equivalents and bank borrowings approximates their fair values due to the short
maturity of those instruments or the short-term duration of the associated
interest rate periods. Accounts receivable are generated from a broad and
diverse group of customers primarily from within the energy industry, which is
Oceaneering's major source of revenues. Oceaneering maintains an allowance for
doubtful accounts based on expected collectibility.

    Oceaneering estimated the fair value of its $100 million of 6.72% Senior
Notes (see Note 3) to be $92 million as of March 31, 2000. This estimate was
arrived at by computing the present value of the future principal and interest
payments using a yield-to-maturity interest rate for securities of similar
quality and term.

K28
<PAGE>
                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

6. OPERATIONS BY BUSINESS SEGMENT AND GEOGRAPHIC AREA

BUSINESS SEGMENT INFORMATION

Oceaneering supplies a comprehensive range of integrated technical services to a
variety of industries and is one of the world's largest underwater services
contractors. Oceaneering's Offshore Oil and Gas business consists of remotely
operated vehicles ("ROVs"), Subsea Products, Mobile Offshore Production Systems
and Other Services. Oceaneering's Advanced Technologies business provides
project management, engineering services and equipment for applications in harsh
environments in non-oilfield markets.

    The following table summarizes certain financial data by business segment:

<TABLE>
<CAPTION>
                                                                                           FOR THE YEARS ENDED MARCH 31,
                                                                              ------------------------------------------------------
(IN THOUSANDS)                                                                     2000                1999               1998
                                                                              ---------------     ---------------    ---------------
<S>                                                                           <C>                 <C>                <C>
REVENUES
    Offshore Oil and Gas
       Remotely Operated Vehicles ........................................    $        94,617     $       100,854    $        83,729
       Subsea Products ...................................................             69,744              72,919             59,732
       Mobile Offshore Production Systems ................................             23,983              31,559             30,716
       Other Services ....................................................            105,505              95,748             97,638
                                                                              ---------------     ---------------    ---------------
    Total Offshore Oil and Gas ...........................................            293,849             301,080            271,815
    Advanced Technologies ................................................            122,971              99,242             86,306
                                                                              ---------------     ---------------    ---------------
       Total .............................................................    $       416,820     $       400,322    $       358,121
                                                                              ===============     ===============    ===============

INCOME (LOSS) FROM OPERATIONS
    Offshore Oil and Gas
       Remotely Operated Vehicles ........................................    $        14,064     $        16,722    $        15,897
       Subsea Products ...................................................              1,499               6,389              3,270
       Mobile Offshore Production Systems ................................              7,629               9,478              4,216
       Other Services ....................................................             (3,169)              3,308              1,818
                                                                              ---------------     ---------------    ---------------
    Total Offshore Oil and Gas ...........................................             20,023              35,897             25,201
    Advanced Technologies ................................................             12,276               8,459             11,081
                                                                              ---------------     ---------------    ---------------
       Total .............................................................    $        32,299     $        44,356    $        36,282
                                                                              ===============     ===============    ===============

ASSETS
    Offshore Oil and Gas

       Remotely Operated Vehicles ........................................    $       145,486     $       132,709    $        88,405
       Subsea Products ...................................................             78,993              71,679             55,582
       Mobile Offshore Production Systems ................................             58,553              45,938             61,521
       Other Services ....................................................             90,562              69,826             59,011
                                                                              ---------------     ---------------    ---------------
    Total Offshore Oil and Gas ...........................................            373,594             320,152            264,519
    Advanced Technologies ................................................             45,608              46,698             35,423
    Other ................................................................             31,774              20,493             16,601
                                                                              ---------------     ---------------    ---------------
       Total .............................................................    $       450,976     $       387,343    $       316,543
                                                                              ===============     ===============    ===============
</TABLE>

                                                                             K29
<PAGE>
                 OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

<TABLE>
<CAPTION>

                                                                                           FOR THE YEARS ENDED MARCH 31,
                                                                              ------------------------------------------------------
(IN THOUSANDS)                                                                     2000                1999               1998
                                                                              ---------------     ---------------    ---------------
<S>                                                                             <C>                <C>                <C>
CAPITAL EXPENDITURES
    Offshore Oil and Gas
       Remotely Operated Vehicles .........................................    $        29,614    $        41,783    $        33,924
       Subsea Products ....................................................              4,700             25,951              3,800
       Mobile Offshore Production Systems .................................             16,590              1,854             29,636
       Other Services .....................................................             20,320             25,528             19,025
                                                                               ---------------    ---------------    ---------------
    Total Offshore Oil and Gas ............................................             71,224             95,116             86,385
    Advanced Technologies .................................................              9,534              6,898              8,028
                                                                               ---------------    ---------------    ---------------
       Total ..............................................................    $        80,758    $       102,014    $        94,413
                                                                               ===============    ===============    ===============

DEPRECIATION AND AMORTIZATION EXPENSES
    Offshore Oil and Gas
       Remotely Operated Vehicles .........................................    $        13,827    $        11,609    $         9,021
       Subsea Products ....................................................              4,212              3,215              2,684
       Mobile Offshore Production Systems .................................              4,239              4,409              3,456
       Other Services .....................................................              7,906              6,313              4,619
                                                                               ---------------    ---------------    ---------------
    Total Offshore Oil and Gas ............................................             30,184             25,546             19,780
    Advanced Technologies .................................................              3,764              4,415              3,396
                                                                               ---------------    ---------------    ---------------
       Total ..............................................................    $        33,948    $        29,961    $        23,176
                                                                               ===============    ===============    ===============
</TABLE>

    Income from operations for each business segment is determined before
interest income or expense, other expense, minority interests and the provision
for income taxes. An allocation of these items is not considered practical. All
assets specifically identified with a particular business segment have been
segregated. Cash and cash equivalents, certain prepaid expenses and other
current assets, certain investments and other assets have not been allocated to
particular business segments.

    No individual customer accounted for more than 10% of revenues in 2000, 1999
or 1998.

GEOGRAPHIC OPERATING AREAS

The following table summarizes certain financial data by geographic area:

                                   FOR THE YEARS ENDED MARCH 31,
                    -----------------------------------------------------------
(IN THOUSANDS)           2000                  1999                  1998
                    ---------------       ---------------       ---------------

REVENUES
United States ..... $       207,415       $       206,703       $       173,878
Norway ............          26,934                30,162                18,440
United Kingdom ....          26,504                34,641                33,615
Indonesia .........          25,983                19,153                11,979
Other Asia ........          41,381                33,451                27,652
Africa ............          49,673                50,033                60,180
Other .............          38,930                26,179                32,377
                    ---------------       ---------------       ---------------
TOTAL ............. $       416,820       $       400,322       $       358,121
                    ===============       ===============       ===============


LONG-LIVED ASSETS
United States ..... $       205,861       $       156,457       $       117,896
Europe ............          46,614                44,043                20,789
Africa ............          10,088                17,167                20,472
Asia ..............          22,494                21,625                22,398
Other .............          14,738                15,547                 1,743
                    ---------------       ---------------       ---------------
TOTAL ............. $       299,795       $       254,839       $       183,298
                    ===============       ===============       ===============

K30
<PAGE>
7.  ACCRUED LIABILITIES

Accrued liabilities consisted of the following:

                                                                   MARCH 31,
                                                               -----------------
(IN THOUSANDS)                                                   2000     1999
                                                               -------   -------

            Payroll and related costs ......................   $15,583   $18,629
            Accrued job costs ..............................    19,972    16,846
            Other ..........................................    18,090    19,133
                                                               -------   -------
            Total Accrued Liabilities ......................   $53,645   $54,608
                                                               =======   =======

                                                                             K31
<PAGE>
SELECTED  QUARTERLY  FINANCIAL  DATA  (UNAUDITED)
(in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                    Year Ended March 31, 2000
                                                            ------------------------------------------------------------------------
QUARTER ENDED                                               JUNE 30         SEPT. 30        DEC. 31         MAR. 31          TOTAL
                                                            --------        --------        --------        --------        --------
<S>                                                         <C>             <C>             <C>             <C>             <C>
Revenues ...........................................        $ 98,860        $100,405        $106,512        $111,043        $416,820
Gross profit .......................................          18,527          17,455          18,183          17,477          71,642
Income from operations .............................           8,978           7,745           8,328           7,248          32,299
Net income .........................................           5,034           4,116           3,995           3,639          16,784
Diluted earnings per share .........................        $   0.22        $   0.18        $   0.17        $   0.16        $   0.73
Weighted average number of
    common shares and equivalents ..................          22,667          23,079          23,323          23,074          23,036

<CAPTION>
                                                                                    Year Ended March 31, 1999
                                                            ------------------------------------------------------------------------
QUARTER ENDED                                               JUNE 30         SEPT. 30        DEC. 31         MAR. 31          TOTAL
                                                            --------        --------        --------        --------        --------
Revenues ...........................................        $ 98,911        $110,042        $ 98,275        $ 93,094        $400,322
Gross profit .......................................          21,487          23,532          21,493          19,172          85,684
Income from operations .............................          11,126          13,227          11,154           8,849          44,356
Net income .........................................           6,575           7,895           6,351           4,886          25,707
Diluted earnings per share .........................        $   0.28        $   0.34        $   0.28        $   0.22        $   1.12
Weighted average number of
    common shares and equivalents ..................          23,282          22,987          22,722          22,562          22,888
</TABLE>

K32

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.05
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>

                                                                    Exhibit 4.05

                                 LOAN AGREEMENT

                             ($50,000,000 TERM LOAN)

                           DATED AS OF MARCH 30, 2000

                                      AMONG

                        OCEANEERING INTERNATIONAL, INC.,
                                  AS BORROWER,

                 WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION,
            AS AGENT, LEAD ARRANGER AND BOOK MANAGER AND AS A LENDER,

                                       AND

                       THE OTHER LENDERS NOW OR HEREAFTER
                                 PARTIES HERETO
<PAGE>
                               TABLE OF CONTENTS

                                                                            Page

1.    DEFINITIONS............................................................1
      1.1   CERTAIN DEFINED TERMS............................................1
      1.2   MISCELLANEOUS...................................................19

2.    COMMITMENTS AND LOANS.................................................19
      2.1   LOANS...........................................................19
      2.2   TERMINATIONS OR REDUCTIONS OF COMMITMENTS.......................19
      2.3   COMMITMENT FEES.  [omitted intentionally].......................19
      2.4   SEVERAL OBLIGATIONS.............................................19
      2.5   NOTES...........................................................19
      2.6   USE OF PROCEEDS.................................................20

3.    BORROWINGS, PAYMENTS, PREPAYMENTS AND INTEREST OPTIONS................20
      3.1   BORROWINGS......................................................20
      3.2   PREPAYMENTS; PAYMENTS; PAST DUE PAYMENTS........................20
      3.3   INTEREST OPTIONS................................................21

4.    PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS, ETC.......................26
      4.1   PAYMENTS........................................................26
      4.2   PRO RATA TREATMENT..............................................28
      4.3   CERTAIN ACTIONS, NOTICES, ETC...................................28
      4.4   NON-RECEIPT OF FUNDS BY AGENT...................................29
      4.5   SHARING OF PAYMENTS, ETC........................................29

5.    CONDITIONS PRECEDENT..................................................30
      5.1   INITIAL LOANS...................................................30
      5.2   ALL LOANS.......................................................31

6.    REPRESENTATIONS AND WARRANTIES........................................31
      6.1   ORGANIZATION....................................................31
      6.2   FINANCIAL STATEMENTS............................................31
      6.3   ENFORCEABLE OBLIGATIONS; AUTHORIZATION..........................32
      6.4   OTHER DEBT......................................................32
      6.5   LITIGATION......................................................32
      6.6   TAXES...........................................................32
      6.7   REGULATIONS U AND X.............................................32
      6.8   SUBSIDIARIES....................................................33
      6.9   NO UNTRUE OR MISLEADING STATEMENTS..............................33
      6.10  ERISA...........................................................33

                                     -i-
<PAGE>
      6.11  INVESTMENT COMPANY ACT..........................................33
      6.12  PUBLIC UTILITY HOLDING COMPANY ACT..............................33
      6.13  FISCAL YEAR.....................................................33
      6.14  COMPLIANCE......................................................33
      6.15  ENVIRONMENTAL MATTERS...........................................33
      6.16  AGREEMENTS......................................................34
      6.17  YEAR 2000.......................................................34

7.    AFFIRMATIVE COVENANTS.................................................34
      7.1   TAXES, EXISTENCE, REGULATIONS, PROPERTY, ETC....................34
      7.2   FINANCIAL STATEMENTS AND INFORMATION............................35
      7.3   FINANCIAL TESTS.................................................35
      7.4   INSPECTION......................................................36
      7.5   FURTHER ASSURANCES..............................................36
      7.6   BOOKS AND RECORDS...............................................36
      7.7   INSURANCE.......................................................36
      7.8   NOTICE OF CERTAIN MATTERS.......................................37
      7.9   CAPITAL ADEQUACY................................................37
      7.10  ERISA INFORMATION AND COMPLIANCE................................38

8.    NEGATIVE COVENANTS....................................................39
      8.1   LIMITATIONS ON INDEBTEDNESS AND PREFERRED STOCK OF RESTRICTED
              SUBSIDIARIES .................................................39
      8.2   PRIORITY LIABILITIES............................................39
      8.3   LIMITATIONS ON LIENS............................................40
      8.4   DIVIDENDS, STOCK PURCHASES AND RESTRICTED INVESTMENTS...........43
      8.5   MERGERS, CONSOLIDATIONS AND SALES OF ASSETS.....................45
      8.6   LIMITATION ON RESTRICTED AGREEMENTS.............................48
      8.7   NATURE OF BUSINESS..............................................48
      8.8   TRANSACTIONS WITH AFFILIATES....................................48
      8.9   DESIGNATION OF SUBSIDIARIES.....................................48

9.    DEFAULTS..............................................................50
      9.1   EVENTS OF DEFAULT...............................................50
      9.2   RIGHT OF SETOFF.................................................52
      9.3   REMEDIES CUMULATIVE.............................................52

10.   AGENT.................................................................52
      10.1  APPOINTMENT, POWERS AND IMMUNITIES..............................52
      10.2  RELIANCE........................................................53
      10.3  DEFAULTS........................................................54
      10.4  MATERIAL WRITTEN NOTICES........................................54
      10.5  RIGHTS AS A LENDER..............................................54
      10.6  INDEMNIFICATION.................................................54
      10.7  NON-RELIANCE ON AGENT AND OTHER LENDERS.........................55

                                     -ii-
<PAGE>
      10.8  FAILURE TO ACT..................................................55
      10.9  RESIGNATION OR REMOVAL OF AGENT.................................55
      10.10 NO PARTNERSHIP..................................................56
      10.11 AUTHORITY OF AGENT..............................................56

11.   MISCELLANEOUS.........................................................56
      11.1  WAIVER..........................................................56
      11.2  NOTICES.........................................................56
      11.3  EXPENSES, ETC...................................................57
      11.4  INDEMNIFICATION.................................................57
      11.5  AMENDMENTS, ETC.................................................58
      11.6  SUCCESSORS AND ASSIGNS..........................................59
      11.7  LIMITATION OF INTEREST..........................................61
      11.8  SURVIVAL........................................................62
      11.9  CAPTIONS........................................................62
      11.10 COUNTERPARTS....................................................62
      11.11 GOVERNING LAW...................................................62
      11.12 SEVERABILITY....................................................62
      11.13 TAX FORMS.......................................................62
      11.14 CONFLICTS BETWEEN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS...63
      11.15 LIMITATION ON CHARGES; SUBSTITUTE LENDERS; NON-DISCRIMINATION...63
      11.16 CONFIDENTIALITY.................................................64

EXHIBITS

   A - Request for Extension of Credit
   B - Rate Designation Notice
   C - Note
   D - Assignment and Acceptance
   E - Compliance Certificate
   F - Subsidiaries
   G - Existing Affiliates
   H - Existing Investments
   I - Existing Indebtedness and Liens

                                    -iii-
<PAGE>
                                 LOAN AGREEMENT

   THIS LOAN AGREEMENT (this "Agreement") is made and entered into as of March
30, 2000 (the "Effective Date"), by and among OCEANEERING INTERNATIONAL, INC., a
Delaware corporation (together with its permitted successors and assigns, herein
called the "Borrower"); each of the lenders which is or may from time to time
become a party hereto (individually, a "Lender" and, collectively, the
"Lenders"), and WELLS FARGO BANK (TEXAS), N. A. ("Wells Fargo"), a national
banking association, as Administrative Agent, Lead Arranger and Book Manager (in
such capacity, together with its successors in such capacity, the "Agent").

   The parties hereto agree as follows:

1. DEFINITIONS.

   1.1 CERTAIN DEFINED TERMS.

   In this Agreement, terms defined above shall have the meanings ascribed to
them above. Unless a particular term, word or phrase is otherwise defined or the
context otherwise requires, capitalized terms, words and phrases used herein or
in the Loan Documents (as hereinafter defined) have the following meanings (all
definitions that are defined in this Agreement or in the Loan Documents in the
singular have the same meanings when used in the plural and vice versa):

   ADDITIONAL INTEREST means the aggregate of all amounts accrued or paid
pursuant to the Notes or any of the other Loan Documents (other than interest on
the Notes at the Stated Rate) which, under applicable laws, are or may be deemed
to constitute interest on the indebtedness evidenced by the Notes or any other
amounts owing under any Loan Document.

   ADJUSTED LIBOR means, with respect to each Interest Period applicable to a
LIBOR Borrowing, a rate per annum equal to the quotient, expressed as a
percentage, of (a) LIBOR with respect to such Interest Period divided by (b)
1.0000 minus the Eurodollar Reserve Requirement in effect on the first day of
such Interest Period.

   AFFILIATE means any Person controlling, controlled by or under common control
with any other Person. For purposes of this definition, "control" (including
"controlled by" and "under common control with") means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities
or otherwise.

   AGREEMENT means this Loan Agreement, as it may from time to time be amended,
modified, restated or supplemented.

   ANNUAL FINANCIAL STATEMENTS means the annual financial statements of Borrower
and its subsidiaries, including all notes thereto, which statements shall
include a balance sheet as of the end
<PAGE>
of the fiscal year relating thereto and an income statement and a statement of
cash flows for such fiscal year, all setting forth in comparative form the
corresponding figures from the previous fiscal year, all prepared in conformity
with GAAP in all material respects, and accompanied by the opinion (without a
"going concern" or like exception and without qualification or exception as to
the scope of such audit) of independent certified public accountants of
recognized national standing, which shall state that such financial statements
present fairly in all material respects the consolidated financial position of
the applicable Persons as of the date thereof and the results of operations of
the applicable Persons for the period covered thereby in conformity with GAAP.
As long as Borrower files an annual report on Form 10-K with the Securities and
Exchange Commission, such report and related financial statements, including
notes thereto and opinion of independent certified public accountants, included
thereon shall be considered the "Annual Financial Statements".

   ASSIGNMENT AND ACCEPTANCE shall have the meaning ascribed to such term in
Section 11.6(b) hereof.

   BANKRUPTCY CODE means the United States Bankruptcy Code, as amended, and any
successor statute.

   BASE RATE means for any day a rate per annum equal to the lesser of (a) the
then applicable Margin Percentage from time to time in effect plus the greater
of (1) the Prime Rate for that day and (2) the Federal Funds Rate for that day
plus 1/2 of 1% per annum or (b) the Ceiling Rate. If for any reason Agent shall
have determined (which determination shall be prima facie evidence of the
correctness thereof) that it is unable to ascertain the Federal Funds Rate for
any reason, including, without limitation, the inability or failure of Agent to
obtain sufficient quotations in accordance with the terms hereof, the Base Rate
shall, until the circumstances giving rise to such inability no longer exist, be
the lesser of (a) the Prime Rate plus the then applicable Margin Percentage from
time to time in effect or (b) the Ceiling Rate.

   BASE RATE BORROWING means that portion of the principal balance of the Loans
at any time bearing interest at the Base Rate.

   BUSINESS DAY means any day other than a day on which commercial banks are
authorized or required to close in San Francisco, California.

   CAPITALIZED LEASE means any lease the obligation for Rentals with respect to
which is required to be capitalized on a consolidated balance sheet of the
lessee and its subsidiaries in accordance with GAAP.

   CEILING RATE means, on any day, with respect to any Lender, the maximum
nonusurious rate of interest, if any, permitted for that day under the law then
applicable to such Lender, stated as a rate per annum. On each day, if any, that
Chapter 1D establishes the Ceiling Rate for any Lender, the Ceiling Rate for
such Lender shall be the "weekly ceiling" (as defined in Section 303 of the
Texas
                                       2
<PAGE>
Finance Code) for that day. Agent may from time to time, as to current and
future balances, implement any other ceiling under the Texas Finance Code or
Chapter 1D by notice to Borrower, if and to the extent applicable to any Lender
and permitted by the Texas Finance Code or Chapter 1D. Without notice to
Borrower or any other person or entity, the Ceiling Rate shall automatically
fluctuate upward and downward as and in the amount by which such maximum
nonusurious rate of interest permitted by applicable law fluctuates.
Notwithstanding any choice of law set forth herein or in any other Loan
Document, to the maximum extent permitted under applicable laws, any Lender may
elect to have the usury laws of another jurisdiction apply to the Note and the
Loans held by such Lender.

   CHANGE OF CONTROL shall be deemed to have occurred if any person (as such
term is used in Section 13(d) and Section 14(d)(2) of the Exchange Act as in
effect on the date of the Closing) or related persons constituting a group (as
such term is used in Rule 13d-5 under the Exchange Act), other than an Affiliate
described on EXHIBIT G,

         (i) become the "beneficial owners" (as such term is used in Rule 13d-3
      under the Exchange Act as in effect on the date hereof), directly or
      indirectly, of more than 50% of the total voting power of all classes then
      outstanding of Borrower's Voting Stock, or

         (ii) acquire after the date hereof (x) the power to elect, appoint or
      cause the election or appointment of at least a majority of the members of
      the board of directors of Borrower, through beneficial ownership of the
      capital stock of Borrower or otherwise, or (y) all or substantially all of
      the properties and assets of Borrower.

   CHAPTER 1D means Chapter 1D of Title 79, Texas Rev. Civ. Stats. 1925, as
amended.

   CODE means the Internal Revenue Code of 1986, as amended, as now or hereafter
in effect, together with all regulations, rulings and interpretations thereof or
thereunder by the Internal Revenue Service.

   COMMITMENT means, as to any Lender, the obligation, if any, of such Lender to
make Loans in an aggregate principal amount at any one time outstanding up to
(but not exceeding) the amount, if any, set forth opposite such Lender's name on
the signature pages hereof under the caption "Commitment", or otherwise provided
for in an Assignment and Acceptance Agreement (as the same may be reduced from
time to time pursuant to Section 2.2 hereof).

   COMMITMENT PERCENTAGE means, as to any Lender, the percentage equivalent of a
fraction the numerator of which is the amount of such Lender's Commitment (or if
the Commitments have terminated, such Lender's outstanding Loans) and the
denominator of which is the aggregate amount of the Commitments of all Lenders
(or if the Commitments have terminated, the aggregate amount of all outstanding
Loans).

   COMPLIANCE CERTIFICATE shall have the meaning given to it in Section 7.2(c)
hereof.

                                       3
<PAGE>
   CONSOLIDATED ADJUSTED NET WORTH means as of the date of any determination
thereof Consolidated Net Worth excluding, to the extent included in the
determination of Consolidated Net Worth, any translation gains or losses
affecting cumulative foreign currency translation adjustments as determined in
accordance with GAAP.

   CONSOLIDATED EBITDA for any period means the sum of (a)(i) Consolidated Net
Income during such period plus (to the extent deducted in determining
Consolidated Net Income), (ii) all provisions for any Federal, state or local
income taxes made by Borrower and its Restricted Subsidiaries during such
period, (iii) all provisions for depreciation and amortization (other than
amortization of debt discount) made by Borrower and its Restricted Subsidiaries
during such period, (iv) any other non-cash charge to the extent such non-cash
charge reduces Consolidated Net Income (as reduced by any adjustment for the
amount of cash pay-outs of non-cash charges from prior fiscal periods), and (v)
Consolidated Interest Expense during such period, minus (b) any gains or losses
on the sale or other disposition of Investments or fixed or capital investments
(other than gains or losses in the ordinary course of business as determined in
accordance with GAAP), and any taxes on such excluded gains and any tax
deductions or credits on account of any such excluded losses, all determined on
a consolidated basis in accordance with GAAP.

   CONSOLIDATED FIXED CHARGES for any period means on a consolidated basis the
sum of (a) Consolidated Interest Expense payable during such period plus (b) the
scheduled principal payments for the previous 12 months (excluding any principal
payments on the refinancing or extensions of the Revolving Facility).

   CONSOLIDATED INDEBTEDNESS means all Indebtedness of Borrower and its
Restricted Subsidiaries, determined on a consolidated basis eliminating
intercompany items.

   CONSOLIDATED INTEREST EXPENSE means for any period all interest (including
the interest component on Rentals on Capitalized Leases) and all amortization of
debt discount and expense on any particular Indebtedness (including, without
limitation, payment-in-kind, zero coupon and other like Securities) of Borrower
and its Restricted Subsidiaries for which such calculations are being made as
determined in accordance with GAAP. Computations of Consolidated Interest
Expense on a pro-forma basis for Indebtedness having a variable interest rate
shall be calculated at the rate in effect on the date of any determination.

   CONSOLIDATED NET INCOME for any period means the gross revenues of Borrower
and its Restricted Subsidiaries for such period less all expenses and other
proper charges (including taxes on income), determined on a consolidated basis
after eliminating earnings or losses attributable to outstanding Minority
Interests, but excluding in any event:

   (a) the proceeds of any life insurance policy;

   (b) net earnings and losses of any Restricted Subsidiary of Borrower accrued
prior to the date it became a Restricted Subsidiary of Borrower;

                                       4
<PAGE>
   (c) net earnings and losses of any corporation (other than a Restricted
Subsidiary of Borrower), substantially all the assets of which have been
acquired in any manner by Borrower or any of its Restricted Subsidiaries,
realized by such corporation prior to the date of such acquisition;

   (d) net earnings and losses of any corporation (other than a Restricted
Subsidiary of Borrower) with which Borrower or a Restricted Subsidiary of
Borrower shall have consolidated or which shall have merged into or with
Borrower or a Restricted Subsidiary of Borrower prior to the date of such
consolidation or merger;

   (e) net earnings of any business entity (other than a Restricted Subsidiary
of Borrower) in which Borrower or any Restricted Subsidiary of Borrower has an
ownership interest unless such net earnings shall have actually been received by
Borrower or such Restricted Subsidiary of Borrower in the form of cash
distributions;

   (f) any portion of the net earnings of any Restricted Subsidiary of Borrower
which for any reason is unavailable for payment of dividends to Borrower or any
other Restricted Subsidiary of Borrower;

   (g) earnings and losses resulting from any reappraisal, revaluation, write-up
or write-down of assets other than in the ordinary course of business;

   (h) any reversal of any contingency reserve to the extent such contingency
reserve was taken prior to the date of the Effective Date, but including in any
determination of Consolidated Net Income changes in estimates made in accordance
with GAAP; and

   (i) any other extraordinary gain or loss, including, without limitation, the
cumulative effect of changes to GAAP.

   CONSOLIDATED NET WORTH means, as of the date of any determination thereof the
amount of the capital stock accounts (net of treasury stock, at cost) plus (or
minus in the case of a deficit) the surplus in retained earnings of Borrower and
its Restricted Subsidiaries as determined in accordance with GAAP.

   CONSOLIDATED TOTAL CAPITALIZATION means as of the date of the end of the most
recent prior fiscal quarter, the sum of (a) Consolidated Indebtedness plus (b)
Consolidated Adjusted Net Worth.

   CONTROLLED GROUP means all members of a controlled group of corporations and
all trades or businesses (whether or not incorporated) under common control
which, together with Borrower, are treated as a single employer under Section
414 of the Code.

   CORPORATION means any corporation, limited liability company, partnership,
joint venture, joint stock association, business trust and other business
entity.

                                       5
<PAGE>
   DEBT TO CAPITALIZATION RATIO means, as of any day, the ratio, of (a)
Consolidated Indebtedness as of such date to (b) Consolidated Total
Capitalization as of such date.

   DEFAULT means an Event of Default or an event which with notice or lapse of
time or both would, unless cured or waived, become an Event of Default.

   DISTRIBUTION means in respect of Borrower and its Restricted Subsidiaries:

   (a) dividends or other distributions on capital stock (including, without
limitation, preferred stock) of a corporation (except dividends or other
distributions payable solely in shares of common stock of such corporation and
dividends to Borrower by any of its Restricted Subsidiaries); and

   (b) redemption, acquisition or retirement of any shares of its capital stock
or warrants, rights or other options to purchase any shares of its capital stock
(other than the redemption, acquisition or retirement by Borrower or any of its
Restricted Subsidiaries of any shares of capital stock of a Restricted
Subsidiary of Borrower).

   DOLLARS AND $ means lawful money of the United States of America.

   ENVIRONMENTAL CLAIM means any third party (including Governmental Authorities
and employees) action, lawsuit, claim or proceeding (including claims or
proceedings at common law or under the Occupational Safety and Health Act or
similar laws relating to safety of employees) which seeks to impose liability
for (i) noise; (ii) pollution or contamination of the air, surface water, ground
water or land or the clean-up of such pollution or contamination; (iii) solid,
gaseous or liquid waste generation, handling, treatment, storage, disposal or
transportation; (iv) exposure to Hazardous Substances; (v) the safety or health
of employees or (vi) the manufacture, processing, distribution in commerce or
use of Hazardous Substances. An "Environmental Claim" includes, but is not
limited to, a common law action, as well as a proceeding to issue, modify or
terminate an Environmental Permit, or to adopt or amend a regulation to the
extent that such a proceeding attempts to redress violations of an applicable
permit, license, or regulation as alleged by any Governmental Authority.

   ENVIRONMENTAL LIABILITIES means all liabilities arising from any
Environmental Claim, Environmental Permit or Requirement of Environmental Law
under any theory of recovery, at law or in equity, and whether based on
negligence, strict liability or otherwise, including but not limited to:
remedial, removal, response, abatement, investigative, monitoring, personal
injury and damage to Property or injuries to persons, and any other related
costs, expenses, losses, damages, penalties, fines, liabilities and obligations,
and all costs and expenses necessary to cause the issuance, reissuance or
renewal of any Environmental Permit including reasonable attorneys' fees and
court costs.

   ENVIRONMENTAL PERMIT means any permit, license, approval or other
authorization under any applicable Legal Requirement relating to pollution or
protection of health or the environment,

                                       6
<PAGE>
including laws, regulations or other requirements relating to emissions,
discharges, releases or threatened releases of pollutants, contaminants or
hazardous substances or toxic materials or wastes into ambient air, surface
water, ground water or land, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport, or
handling of pollutants, contaminants or Hazardous Substances.

   ERISA means the Employee Retirement Income Security Act of 1974, as amended
from time to time, and all rules, regulations, rulings and interpretations
adopted by the Internal Revenue Service or the U.S. Department of Labor
thereunder.

   EURODOLLAR RATE means for any day during an Interest Period for a LIBOR
Borrowing a rate per annum equal to the lesser of (a) the sum of (1) the
Adjusted LIBOR in effect on the first day of such Interest Period plus (2) the
then applicable Margin Percentage from time to time in effect and (b) the
Ceiling Rate. Each Eurodollar Rate is subject to adjustments as provided for in
Sections 3.3(c) and 11.15 hereof.

   EURODOLLAR RESERVE REQUIREMENT means, on any day, that percentage (expressed
as a decimal fraction and rounded, if necessary, to the next highest one ten
thousandth [0.0001]) which is in effect on such day for determining all reserve
requirements (including, without limitation, basic, supplemental, marginal and
emergency reserves) applicable to "Eurocurrency liabilities," as currently
defined in Regulation D. Each determination of the Eurodollar Reserve
Requirement by Agent shall be conclusive and binding, absent manifest error, and
may be computed using any reasonable averaging and attribution method.

   EVENT OF DEFAULT shall have the meaning assigned to it in Section 9.1 hereof.

   FEDERAL FUNDS RATE means, for any day, a fluctuating interest rate per annum
equal for such day to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers, as published for such day (or, if such day is not a
Business Day, for the next preceding Business Day) by the Federal Reserve Bank
of New York, or, if such rate is not so published for any such day which is a
Business Day, the average of the quotations for such day on such transactions
received by Agent from three Federal funds brokers of recognized standing
selected by Agent in its sole and absolute discretion.

   FIXED CHARGE COVERAGE RATIO means, as of the end of any fiscal quarter, the
ratio, of (a) the sum of Consolidated EBITDA for the four quarter period
preceding such day to (b) Consolidated Fixed Charges for such four quarter
period.

   FUNDING LOSS means, with respect to (a) Borrower's payment of principal of a
LIBOR Borrowing on a day prior to the last day of the applicable Interest
Period; (b) Borrower's failure to borrow a LIBOR Borrowing on the date specified
by Borrower; (c) Borrower's failure to make any prepayment of the Loans (other
than Base Rate Borrowings) on the date specified by Borrower, or (d) any
cessation of a Eurodollar Rate to apply to the Loans or any part thereof
pursuant to Section 3.3, in each case whether voluntary or involuntary, any
loss, expense, penalty, premium or

                                       7
<PAGE>
liability actually incurred by any Lender (including but not limited to any loss
or expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Lender to fund or maintain a Loan).

   GAAP means generally accepted accounting principles as in effect from time to
time in the United States of America.

   GOVERNMENTAL AUTHORITY means any foreign governmental authority, the United
States of America, any State of the United States, and any political subdivision
of any of the foregoing, and any central bank, agency, department, commission,
board, bureau, court or other tribunal having jurisdiction over Agent, any
Lender, Borrower or their respective Property.

   GUARANTY means, with respect to any Person, any obligation (except the
endorsement in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
Indebtedness, dividend or other obligation (other than performance obligations
(other than obligations for the payment of borrowed money)) of any other Person
in any manner, whether directly or indirectly, including (without limitation)
obligations incurred through an agreement, contingent or otherwise, by such
Person:

      (a) to purchase such Indebtedness or obligation or any property
   constituting security therefore;

      (b) to advance or supply funds (i) for the purchase or payment of such
   Indebtedness or obligation, or (ii) to maintain any working capital or other
   balance sheet condition or any income statement condition of any other Person
   or otherwise to advance or make available funds for the purchase or payment
   of such Indebtedness or obligation;

      (c) to lease properties or to purchase properties or services primarily
   for the purpose of assuring the owner of such Indebtedness or obligation of
   the ability of any other Person to make payment of the Indebtedness or
   obligation; or

      (d) otherwise to assure the owner of such Indebtedness or obligation
   against loss in respect thereof.

In any computation of the Indebtedness or other liabilities of the obligor under
any Guaranty, the Indebtedness or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor.

   HAZARDOUS SUBSTANCE means petroleum products and any hazardous or toxic waste
or substance defined or regulated as such from time to time by any law, rule,
regulation or order described in the definition of "Requirements of
Environmental Law".

   INDEBTEDNESS with respect to any Person means, at any time, without
duplication,

                                       8
<PAGE>
      (a) its liabilities for borrowed money;

      (b) its liabilities for the deferred purchase price of property acquired
   by such Person (excluding accounts payable arising in the ordinary course of
   business but including all liabilities created or arising under any
   conditional sale or other title retention agreement with respect to any such
   property);

      (c) all liabilities appearing on its balance sheet in accordance with
   GAAP in respect of Capitalized Leases;

      (d) all liabilities for borrowed money secured by any Lien with respect to
   any property owned by such Person (whether or not it has assumed or otherwise
   become liable for such liabilities);

      (e) all its liabilities in respect of standby letters of credit or
   instruments serving a similar function issued or accepted for its account by
   banks and other financial institutions (other than those representing
   obligations for performance guarantees);

      (f) Swaps of such Person; and

      (g) any Guaranty of such Person with respect to liabilities (other than
   performance guaranties) of a type described in any of clauses (a) through (f)
   hereof;

provided, that in the case of computations of "Indebtedness" of Borrower or any
of its Restricted Subsidiary, notwithstanding clause (d) above, "Indebtedness"
shall not include Indebtedness secured by Liens permitted under Section 8.3(h).

   INTEREST COVERAGE RATIO means, as of the end of any fiscal quarter, the
ratio, of (a) Consolidated EBITDA for the four quarter period preceding such day
to (b) Consolidated Interest Expense for such four quarter period.

   INTEREST OPTIONS means the Base Rate and each Eurodollar Rate, and "Interest
Option" means any of them.

   INTEREST PAYMENT DATES means (a) for Base Rate Borrowings, July 1, 2000 and
the first day of each April, July, October and January thereafter prior to the
Maturity Date, and the Maturity Date; and (b) for LIBOR Borrowings, the end of
the applicable Interest Period (and if such Interest Period exceeds three
months' duration, quarterly, commencing on the first quarterly anniversary of
the first day of such Interest Period) and the Maturity Date.

   INTEREST PERIOD means, for each LIBOR Borrowing, a period commencing on the
date such LIBOR Borrowing began and ending on the numerically corresponding day
which is, subject to availability as set forth in Section 3.3(c)(iii), 1, 2, 3
or 6 months thereafter, as Borrower shall elect in accordance herewith;
provided, (1) unless Agent shall otherwise consent, no Interest Period with

                                       9
<PAGE>
respect to a LIBOR Borrowing shall commence on a date earlier than three
Business Days after this Agreement shall have been fully executed; (2) any
Interest Period with respect to a LIBOR Borrowing which would otherwise end on a
day which is not a LIBOR Business Day shall be extended to the next succeeding
LIBOR Business Day, unless such LIBOR Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding LIBOR
Business Day; (3) any Interest Period with respect to a LIBOR Borrowing which
begins on the last LIBOR Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month at the end of
such Interest Period) shall end on the last LIBOR Business Day of the
appropriate calendar month, and (4) no Interest Period for a Loan shall ever
extend beyond the Maturity Date.

   INVESTMENTS means all investments, in cash or by delivery of property, made
directly or indirectly in any property or assets or in any Person, whether by
acquisition of shares of capital stock, Indebtedness or other obligations or
Securities or by loan, advance, capital contribution or otherwise; provided that
"Investments" shall not mean or include routine investments in property to be
used or consumed in the ordinary course of business.

   LEGAL REQUIREMENT means any law, statute, ordinance, decree, requirement,
order, judgment, rule, or regulation (or interpretation of any of the foregoing)
of, and the terms of any license or permit issued by, any Governmental
Authority, whether presently existing or arising in the future.

   LIBOR means, for each Interest Period for any LIBOR Borrowing, the rate per
annum (rounded upwards, if necessary, to the nearest 1/16th of 1%) equal to the
average of the offered quotations appearing on Telerate Page 3750 (or if such
Telerate Page shall not be available, any successor or similar service as may be
selected by Agent and Borrower) as of 9:00 a.m., San Francisco, California time
(or as soon thereafter as practicable) on the day two LIBOR Business Days prior
to the first day of such Interest Period for deposits in United States dollars
having a term comparable to such Interest Period and in an amount comparable to
the principal amount of the LIBOR Borrowing to which such Interest Period
relates. If none of such Telerate Page 3750 nor any successor or similar service
is available, then "LIBOR" shall mean, with respect to any Interest Period for
any applicable LIBOR Borrowing, the rate of interest per annum, rounded upwards,
if necessary, to the nearest 1/16th of 1%, quoted by Agent at or before 9:00
a.m., San Francisco, California time (or as soon thereafter as practicable), on
the date two LIBOR Business Days before the first day of such Interest Period,
to be the arithmetic average of the prevailing rates per annum at the time of
determination and in accordance with the then existing practice in the
applicable market, for the offering to Agent by one or more prime banks selected
by Agent in its sole discretion, in the London interbank market, of deposits in
United States dollars for delivery on the first day of such Interest Period and
having a maturity equal to the length of such Interest Period and in an amount
equal (or as nearly equal as may be) to the LIBOR Borrowing to which such
Interest Period relates. Each determination by Agent of LIBOR shall be prima
facie evidence of the correctness thereof, and may be computed using any
reasonable averaging and attribution method.

   LIBOR BORROWING means each portion of the principal balance of the Loans at
any time bearing interest at a Eurodollar Rate.

                                       10
<PAGE>
   LIBOR BUSINESS DAY means a Business Day on which transactions in United
States dollar deposits between lenders may be carried on in the London interbank
market.

   LIEN means any mortgage, pledge, charge, encumbrance, security interest,
collateral assignment or other lien or restriction of any kind, whether based on
common law, constitutional provision, statute or contract, and shall include
reservations, exceptions, encroachments, easements, rights of way, covenants,
conditions, restrictions and other title exceptions. For the purposes of this
Agreement, Borrower or any of its Subsidiaries shall be deemed to be the owner
of any property which it has acquired or holds subject to a conditional sale
agreement, Capitalized Lease or other arrangement pursuant to which title to the
property has been retained by or vested in some other Person for security
purposes and such retention or vesting shall constitute a Lien.

   LOANS means the loans provided for in Section 2.1 hereof.

   LOAN DOCUMENTS means, collectively, this Agreement, the Notes, all
instruments and agreements now or hereafter executed or delivered by Borrower to
Agent or any Lender pursuant to any of the foregoing or in connection with the
Obligations or any commitment regarding the Obligations, and all amendments,
modifications, renewals, extensions, increases and rearrangements of, and
substitutions for, any of the foregoing.

   LONG-TERM LEASE means any lease of real or personal property (other than a
Capitalized Lease) having an original term, including any period for which the
lease may be renewed or extended at the option of the lessor, of more than one
year.

   MAJORITY LENDERS means, at any time while no Loans are outstanding, two or
more Lenders having greater than 51% of the aggregate amount of Commitments, and
at any time while Loans are outstanding, two or more Lenders having greater than
51% of the aggregate amount of Loans outstanding plus available Commitments
outstanding.

   MARAD INDEBTEDNESS means Indebtedness of Borrower or any of its Restricted
Subsidiaries owed to, or guaranteed by, the U.S. Maritime Administration and
incurred in connection with the acquisition or purchase of fixed assets useful
and intended to be used in carrying on the business of Borrower or any of its
Restricted Subsidiaries, provided that with respect to such Indebtedness, none
of the property or assets of Borrower or any of its Restricted Subsidiaries,
other than the fixed asset so acquired, shall be, directly or indirectly, liable
for or secure in any manner whatsoever the payment thereof.

   MARGIN PERCENTAGE means on and after March 30, 2000, the applicable per annum
percentage set forth at the appropriate intersection in the table shown below,
based on the Debt to Capitalization Ratio as of the last day of the most
recently ended fiscal quarter of Borrower calculated by Agent as soon as
practicable after receipt by Agent of all financial reports required under this
Agreement with respect to such fiscal quarter (including a Compliance
Certificate) (provided, however, that if the Margin Percentage is increased as a
result of the reported Debt to Capitalization Ratio, such increase shall be
retroactive to the date that Borrower was obligated to

                                       11
<PAGE>
deliver such financial reports to Agent pursuant to the terms of this Agreement
and provided further, however, that if the Margin Percentage is decreased as a
result of the reported Debt to Capitalization Ratio, and such financial reports
are delivered to Agent not more than 10 calendar days after the date required to
be delivered pursuant to the terms of this Agreement, such decrease shall be
retroactive to the date that Borrower was obligated to deliver such financial
reports to Agent pursuant to the terms of this Agreement):

DEBT TO BORROWINGS                 LIBOR BORROWINGS              BASE RATE
CAPITALIZATION RATIO              MARGIN PERCENTAGE          MARGIN PERCENTAGE
- --------------------              -----------------          -----------------
Greater than or equal to 50%            1.25                      0.00

Greater than or equal to 47.5%
but less than 50%                       1.125                     0.00

Greater than or equal to 45%
but less than 47.5%                     1.00                      0.00

Greater than or equal to 40%
but less than 45%                       0.875                     0.00

Less than 40%                           0.75                      0.00

      MATERIAL means material in relation to the business, operations, affairs,
financial condition, assets or properties of Borrower and its Restricted
Subsidiaries taken as a whole.

      MATERIAL ADVERSE EFFECT means a material adverse effect on (a) the
business, operations, affairs, financial condition, assets or properties of
Borrower and its Restricted Subsidiaries taken as a whole, or (b) the ability of
Borrower to perform its obligations under this Agreement, the Notes or the Loan
Documents, or (c) the validity or enforceability of this Agreement or the Notes
or the Loan Documents.

      MATURITY DATE means the maturity of the Notes, April 1, 2004.

      MINORITY INTERESTS means any shares of stock of any class of a Restricted
Subsidiary of Borrower (other than directors' qualifying shares or Regulatory
Shares as required by law) that are not owned by Borrower and/or one or more of
its Restricted Subsidiaries. Minority Interests shall be valued by valuing
Minority Interests constituting preferred stock at the voluntary or involuntary
liquidating value of such preferred stock, whichever is greater, and by valuing
Minority Interests constituting common stock at the book value of capital and
surplus applicable thereto adjusted, if necessary, to reflect any changes from
the book value of such common stock required by the foregoing method of valuing
Minority Interests in preferred stock.

      MOPU shall have the meaning assigned to such term in Section 2.6 hereof.

                                       12
<PAGE>
      NOTES shall have the meaning assigned to such term in Section 2.5 hereof.

      OBLIGATIONS means, as at any date of determination thereof, the sum of the
following: (i) the aggregate principal amount of Loans outstanding hereunder on
such date plus (ii) all other outstanding liabilities, obligations and
indebtedness of Borrower under this Agreement, any Note or any other Loan
Document on such date plus (iii) obligations, liabilities and indebtedness of
Borrower to the Lenders or any or some of them or their Affiliates under Swaps.

      ORGANIZATIONAL DOCUMENTS means, with respect to a corporation, the
certificate of incorporation, articles of incorporation and bylaws of such
corporation; with respect to a partnership, the partnership agreement
establishing such partnership and with respect to a trust, the instrument
establishing such trust and with respect to any other Person, the agreements or
instruments pursuant to which such Person was formed; in each case including any
and all modifications thereof and any and all future modifications thereof.

      PAST DUE RATE means, on any day, a rate per annum equal to the lesser of
(i) the Ceiling Rate for that day or (ii) the Base Rate plus the Margin
Percentage for Base Rate Borrowings then in effect plus 2% per annum.

      PBGC means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

      PERSON means any individual, Corporation, trust, limited liability
company, unincorporated organization, Governmental Authority or any other form
of entity.

      PLAN means an employee pension benefit plan which is covered by Title IV
of ERISA or subject to the minimum funding standards under Section 412 of the
Code and is either (a) maintained by Borrower or any member of the Controlled
Group for employees of Borrower or any member of the Controlled Group or (b)
maintained pursuant to a collective bargaining agreement or any other
arrangement under which more than one employer makes contributions and to which
Borrower or any member of the Controlled Group is then making or accruing an
obligation to make contributions or has within the preceding five plan years
made contributions.

      PREFERRED STOCK means any class of capital stock of a corporation that is
preferred over any other class of capital stock of such corporation as to the
payment of dividends or the payment of any amount upon liquidation or
dissolution of such corporation.

      PRIME RATE means, at any time, the rate of interest most recently
announced within Wells Fargo at its Payment Office in San Francisco as its Prime
Rate, with the understanding that Wells Fargo's Prime Rate is one of its base
rates and serves as the basis upon which effective rates of interest are
calculated for those loans making reference thereto, and is evidenced by the
recording thereof after its announcement in such internal publication or
publications as Wells Fargo may designate. Each change in the Prime Rate will be
effective on the day the change is announced within Wells Fargo. The Prime Rate
is a reference rate and does not necessarily represent the lowest

                                       13
<PAGE>
or best rate or a favored rate, and Wells Fargo and each Lender disclaims any
statement, representation or warranty to the contrary. Wells Fargo or any Lender
may make commercial loans or other loans at rates of interest at, above or below
the Prime Rate.

      PAYMENT OFFICE means the payment office of Agent, presently located at 201
Third Street, 8th floor, San Francisco, California, 94103, A/C 4081-657421.

      PRIORITY LIABILITY means, as of the date of any determination thereof, (a)
any Indebtedness of Borrower secured by a Lien created pursuant to Section
8.3(l) hereof and (b) any Indebtedness and any Preferred Stock of Restricted
Subsidiaries other than Indebtedness or Preferred Stock permitted under Section
8.1(a)(ii).

      PROPER FORM means in form and substance reasonably satisfactory to Agent.

      PROPERTY means any interest in any kind of property or asset, whether
real, personal or mixed, tangible or intangible.

      QUARTERLY DATES means the first day of each April, July, October and
January, provided that if any such date is not a Business Day, then the relevant
Quarterly Date shall be the next succeeding Business Day.

      QUARTERLY FINANCIAL STATEMENTS means the quarterly financial statements of
Borrower and its subsidiaries, which statements shall include a balance sheet as
of the end of such fiscal quarter and an income statement and a statement of
cash flows for such fiscal quarter and for the fiscal year to date, subject to
normal year-end adjustments, all setting forth in comparative form the
corresponding figures as of the end of and for the corresponding fiscal quarter
of the preceding year, prepared in accordance with GAAP in all material respects
except that such statements are condensed and exclude detailed footnote
disclosures and attested by the chief financial officer or other authorized
officer of Borrower as fairly presenting, in all material respects, the
consolidated financial condition of the applicable Persons as of such date. As
long as Borrower files a quarterly report on Form 10-Q with the Securities and
Exchange Commission, such report and related financial statements, including
notes thereto, shall be considered the "Quarterly Financial Statements".

      RATE DESIGNATION DATE means that Business Day which is (a) in the case of
Base Rate Borrowings, 9:00 a.m., San Francisco, California time, on the date one
Business Day preceding the date of such borrowing and (b) in the case of LIBOR
Borrowings, 9:00 a.m., San Francisco, California time, on the date three LIBOR
Business Days preceding the first day of any proposed Interest Period.

      RATE DESIGNATION NOTICE means a written notice substantially in the form
of EXHIBIT B.

                                       14
<PAGE>
      REGULATION D means Regulation D of the Board of Governors of the Federal
Reserve System from time to time in effect and includes any successor or other
regulation relating to reserve requirements applicable to member banks of the
Federal Reserve System.

      REGULATORY CHANGE means, with respect to any Lender, any change on or
after the Effective Date in any Legal Requirement (including, without
limitation, Regulation D) or the adoption or change on or after such date of any
interpretation, directive or request applying to a class of lenders including
such Lender under any Legal Requirements (whether or not having the force of
law) by any Governmental Authority.

      REGULATORY SHARES means, with respect to any Person, shares of the capital
stock of such Person required to be issued as qualifying shares to directors or
shares issued to Persons other than Borrower in response to regulatory
requirements of foreign jurisdictions pursuant to a resolution of the Board of
Directors of such Person.

      REQUEST FOR EXTENSION OF CREDIT means a request for extension of credit
duly executed by any responsible officer, which may include the president, the
chief executive officer, the chief financial officer, any vice president or the
treasurer of Borrower or any other officer of Borrower with responsibility for
the administration of this Agreement, appropriately completed and substantially
in the form of EXHIBIT A attached hereto.

      REQUIREMENTS OF ENVIRONMENTAL LAW means all requirements imposed by any
law (including for example and without limitation The Resource Conservation and
Recovery Act and The Comprehensive Environmental Response, Compensation, and
Liability Act), rule, regulation, or order of any federal, state or local
executive, legislative, judicial, regulatory or administrative agency, board or
authority in effect at the applicable time which relate to (i) noise; (ii)
pollution, protection or clean-up of the air, surface water, ground water or
land; (iii) solid, gaseous or liquid waste generation, treatment, storage,
disposal or transportation; (iv) exposure to Hazardous Substances; (v) the
safety or health of employees or (vi) regulation of the manufacture, processing,
distribution in commerce, use, discharge or storage of Hazardous Substances.

      RESPONSIBLE OFFICER means any Senior Financial Officer and any other
officer of Borrower with responsibility for the administration of the relevant
portion of this Agreement.

      RESTRICTED INVESTMENTS means all Investments, other than:

            (a) Investments by Borrower and its Restricted Subsidiaries in and
      to Wholly-owned Restricted Subsidiaries, including any Investment in a
      corporation which, after giving effect to such Investment, will become a
      Wholly-owned Restricted Subsidiary;

            (b) Investments representing loans or advances in the usual and
      ordinary course of business to officers and employees for expenses
      incidental to carrying on the business of Borrower or any of its
      Restricted Subsidiaries;

                                       15
<PAGE>
            (c) Investments in property or assets to be used in the ordinary
      course of the business of Borrower and its Restricted Subsidiaries as
      described on EXHIBIT H of this Agreement;

            (d) Investments in commercial paper of corporations organized under
      the laws of the United States or any state thereof and loan participations
      maturing in 270 days or less from the date of issuance which, at the time
      of acquisition by Borrower or any of its Restricted Subsidiaries, are
      accorded a rating of "A-1" or better by Standard & Poor's Ratings Group, a
      division of McGraw-Hill, Inc., a New York corporation, or "P-1" or better
      by Moody's Investors Service, Inc.;

            (e) Investments in direct obligations in the United States of
      America or any agency or instrumentality of the United States of America,
      the payment or guarantee of which constitutes a full faith and credit
      obligation of the United States of America, in either case, maturing
      within twelve months from the date of acquisition thereof;

            (f) Investments in direct obligations of other governments maturing
      within twelve months from the date of acquisition thereof by Borrower or a
      Restricted Subsidiary of Borrower; provided that at the time of such
      acquisition, the long-term Indebtedness of such government is rated "AAA"
      by Standard & Poor's Ratings Group or by Moody's Investors Service, Inc.;

            (g) Investments in certificates of deposit and time deposits
      maturing within one year from the date of issuance thereof, issues by a
      bank or trust company organized under the laws of the United States or any
      State thereof, having either (i) capital, surplus and undivided profits
      aggregating at least $100,000,000 or (ii) total assets of $1,000,000,000;

            (h) Investments in repurchase agreements with respect to any
      Security described in clause (e) entered into with a depository
      institution or trust company acting as principal described in clause (g)
      if such repurchase agreements: (i) are by their terms to be performed by
      the repurchase obligor and such repurchase agreements are deposited with a
      bank or trust company of the type described in clause (g) and (ii) mature
      within 90 days from the date of execution and delivery thereof; and

            (i) Investments of Borrower not described in the foregoing clauses
      (a) through (h); provided that the aggregate amount of all such
      Investments shall not at the time any Investment is made within the
      limitations of this clause (i) exceed 15% of Consolidated Adjusted Net
      Worth.

      RESTRICTED SUBSIDIARY means any Subsidiary which is not an Unrestricted
Subsidiary.

      REVOLVING FACILITY means the $80,000,000 Revolving Credit Facility
evidenced by a Loan Agreement (and any amendment, modification, refinancing or
replacement thereof), dated as of

                                       16
<PAGE>
October 23, 1998, among Chase Bank of Texas, National Association, as agent,
Borrower and certain other lenders.

      SECRETARY'S CERTIFICATE means a certificate, in Proper Form, of the
Secretary or an Assistant Secretary of a corporation certifying (a) that
attached thereto are true and correct copies of resolutions of the Board of
Directors of such corporation authorizing the execution, delivery and
performance of the Loan Documents to be executed by such corporation; (b) the
incumbency and signature of the officer of such corporation executing such Loan
Documents on behalf of such corporation, and (c) that attached thereto are true
and correct copies of the Organizational Documents of such corporation.

      SECURITIES ACT means the Securities Act of 1933, as amended from time to
time.

      SECURITY shall have the same meaning as in Section 2(1) of the Securities
Act.

      SENIOR FINANCIAL OFFICER means the chief executive officer, chief
financial officer, principal accounting officer, treasurer or controller of
Borrower.

      SENIOR INDEBTEDNESS shall mean all Indebtedness for borrowed money of
Borrower which is not expressed to be subordinate or junior in rank to any other
Indebtedness for borrowed money of Borrower.

      STATED RATE means, with respect to any Lender, the effective weighted per
annum rate of interest applicable to the Loans made by such Lender; provided,
that if on any day such rate shall exceed the Ceiling Rate for that day, the
Stated Rate shall be fixed at the Ceiling Rate on that day and on each day
thereafter until the total amount of interest accrued at the Stated Rate on the
unpaid principal balances of the Notes plus the Additional Interest equals the
total amount of interest which would have accrued if there had been no Ceiling
Rate. Without notice to Borrower or any other Person, the Stated Rate shall
automatically fluctuate upward and downward in accordance with the provisions of
this definition.

      SUBSIDIARY means, as to a particular parent Corporation, any Corporation
of which more than 50% of the indicia of equity rights (whether outstanding
capital stock or otherwise) is at the time directly or indirectly owned by such
parent Corporation.

      SUBSIDIARY STOCK is defined in Section 8.5(c).

      SWAPS means, with respect to any Person, payment obligations with respect
to interest rate swaps, currency swaps and similar obligations obligating such
Person to make payments, whether periodically or upon the happening of a
contingency. For the purposes of this Agreement, the amount of the obligation
under any Swap shall be the amount determined in respect thereof as of the end
of the then most recently ended fiscal quarter of such Person, based on the
assumption that such Swap had terminated at the end of such fiscal quarter, and
in making such determination, if any agreement relating to such Swap provides
for the netting of amounts payable by and to such Person

                                       17
<PAGE>
thereunder or if any such agreement provides for the simultaneous payment of
amounts by and to such Person, then in each such case, the amount of such
obligation shall be the net amount so determined.

      UNRESTRICTED SUBSIDIARY means any Subsidiary designated by the Board of
Directors of Borrower as an "Unrestricted Subsidiary" on EXHIBIT F hereto or
pursuant to Section 8.9 hereto.

      TAXES shall have the meaning ascribed to it in Section 4.1(d) hereof.

      VOTING STOCK means Securities of any class or classes, the holders of
which are ordinarily, in the absence of contingencies, entitled to elect a
majority of the corporate directors (or Persons performing similar functions).

      WHOLLY-OWNED RESTRICTED SUBSIDIARY means, at any time, any Restricted
Subsidiary of Borrower one hundred percent (100%) of all of the equity interests
(except directors' qualifying shares and shares of capital stock owned by one or
more individuals who are not citizens of the United States of America and whose
ownership of such capital stock is mandated by the law of any country other than
the United States of America) and voting interests of which are owned by any one
or more of Borrower and Borrower's other Wholly-owned Restricted Subsidiaries at
such time.

      UNFUNDED LIABILITIES means, with respect to any Plan, at any time, the
amount (if any) by which (a) the present value of all benefits under such Plan
exceeds (b) the fair market value of all Plan assets allocable to such benefits,
all determined as of the then most recent actuarial valuation report for such
Plan, but only to the extent that such excess represents a potential liability
of any member of the Controlled Group to the PBGC or a Plan under Title IV of
ERISA. With respect to multi-employer Plans, the term "Unfunded Liabilities"
shall also include contingent liability for withdrawal liability under Section
4201 of ERISA to all multi-employer Plans to which Borrower or any member of a
Controlled Group for employees of Borrower contributes in the event of complete
withdrawal from such plans.

      1.2 MISCELLANEOUS. The words "hereof," "herein," and "hereunder" and words
of similar import when used in this Agreement shall refer to this Agreement as a
whole and not any particular provision of this Agreement.

2.    COMMITMENTS AND LOANS.

      2.1 LOANS. From time to time on or after the Effective Date through March
30, 2001, each Lender shall make loans under this Section 2.1 to Borrower in an
aggregate principal amount up to but not exceeding such Lender's Commitment
Percentage of $50,000,000. Any Loan repaid prior to the Maturity Date may not be
reborrowed. The aggregate of all Loans to be made by the Lenders in connection
with a particular borrowing shall be equal to the lesser of (a) the remaining
unused portion of the Commitments or (b) a multiple of $100,000.

                                       18
<PAGE>
      2.2   TERMINATIONS OR REDUCTIONS OF COMMITMENTS.

            (a) [omitted intentionally]

            (b) Optional. Borrower shall have the right to terminate or reduce
      the unused portion of the Commitments at any time or from time to time,
      provided that (i) Borrower shall give notice of each such termination or
      reduction to Agent as provided in Section 4.3 hereof and (ii) each such
      partial reduction shall be in an integral multiple of $500,000.

            (c) No Reinstatement. No termination or reduction of the Commitments
      may be reinstated without the written approval of Agent and the Lenders.

      2.3   COMMITMENT FEES.  [omitted intentionally]

      2.4 SEVERAL OBLIGATIONS. The failure of any Lender to make any Loan to be
made by it on the date specified therefor shall not relieve any other Lender of
its obligation to make its Loan on such date, but neither Agent nor any Lender
shall be responsible or liable for the failure of any other Lender to make a
Loan to be made by such other Lender. Notwithstanding anything contained herein
to the contrary, (a) no Lender shall be required to make or maintain Loans at
any time outstanding if as a result the total Obligations owed to such Lender
shall exceed the lesser of (1) such Lender's Commitment Percentage of all
Obligations and (2) such Lender's Commitment Percentage of $50,000,000 and (b)
if a Lender fails to make a Loan as and when required hereunder, then upon each
subsequent event which would otherwise result in funds being paid to the
defaulting Lender, the amount which would have been paid to the defaulting
Lender shall be divided among the non-defaulting Lenders ratably according to
their respective shares of the outstanding Commitment Percentages until the
Obligations owing to each Lender (including the defaulting Lender) hereunder are
equal to such Lender's Commitment Percentage of the total Obligations hereunder.

      2.5 NOTES. The Loans made by each Lender shall be evidenced by a single
promissory note of Borrower in substantially the form of EXHIBIT C hereto
payable to the order of such Lender in a principal amount equal to the
Commitment of such Lender, and otherwise duly completed. The promissory notes
described in this Section are each, together with all renewals, extensions,
modifications and replacements thereof and substitutions therefor, called a
"Note" and collectively called the "Notes". Each Lender is hereby authorized by
Borrower to endorse on the schedule (or a continuation thereof) that may be
attached to each Note of such Lender, to the extent applicable, the date,
amount, type of and the applicable period of interest for each Loan made by such
Lender to Borrower hereunder, and the amount of each payment or prepayment of
principal of such Loan received by such Lender, provided that any failure by
such Lender to make any such endorsement shall not affect the obligations of
Borrower under such Note or hereunder in respect of such Loan.

      2.6 USE OF PROCEEDS. The proceeds of the Loans shall be used to partially
finance the construction of the OCEAN LEGEND mobile offshore production unit
("MOPU") and general corporate purposes. Neither Agent nor any Lender shall have
any responsibility as to the use of any proceeds of the Loans.

                                       19
<PAGE>
3.    BORROWINGS, PAYMENTS, PREPAYMENTS AND INTEREST OPTIONS.

      3.1 BORROWINGS. Borrower shall give Agent notice of each borrowing to be
made hereunder as provided in Section 4.3 hereof and Agent shall promptly notify
each Lender of such request. Not later than 11:00 a.m., San Francisco,
California time on the date specified for each such borrowing hereunder, each
Lender shall make available the amount of the Loan, if any, to be made by it on
such date to Agent at its Payment Office, in immediately available funds, for
the account of Borrower. Such amounts received by Agent will be held in an
account maintained by Borrower with Agent. The amounts so received by Agent
shall, subject to the terms and conditions of this Agreement, be made available
to Borrower by wiring or otherwise transferring, in immediately available funds,
such amount to an account designated by Borrower and approved by Agent.

      3.2   PREPAYMENTS; PAYMENTS; PAST DUE PAYMENTS.

            (a) OPTIONAL PREPAYMENTS. Except as provided in Section 3.3 hereof,
      Borrower shall have the right to prepay, on any Business Day, in whole or
      in part, without the payment of any premium, penalty or fee, but with
      accrued interest to the date of prepayment on the amount so prepaid and
      any Funding Losses, any Loans at any time or from time to time, provided
      that Borrower shall give Agent notice of each such prepayment as provided
      in Section 4.3 hereof. Each optional prepayment on a Loan shall be in an
      amount equal to a minimum of $500,000 plus integral multiples of $100,000.
      Each optional prepayment shall be applied as follows: (1) 40% of the
      prepayment shall be applied to scheduled payments in their inverse order
      of maturity, and (2) 60% of the prepayment shall be applied on a pro rata
      basis to all of the remaining scheduled payments.

            (b) MANDATORY PREPAYMENT. Any cash proceeds (net of all legal and
      title expenses, commissions, transportation and other fees and expenses
      incurred and all federal, state, provincial, foreign, recording and local
      taxes payable as a consequence of such sale and a reasonable reserve for
      any indemnification obligations incurred with respect thereto) received by
      Borrower from (i) the sale of the MOPU or (ii) insurance covering the
      MOPU, shall upon receipt be used to prepay outstanding Loans including any
      accrued and unpaid interest and expenses required to be reimbursed by
      Borrower hereunder.

            (c) PAYMENTS. The principal of and interest on the Term Loan shall
      be due and payable by Borrower as follows:

                  (1)   accrued but unpaid interest shall be due and payable on
                        the Interest Payment Dates;

                  (2)   installments of principal each in the amount of
                        $3,000,000 plus accrued but unpaid interest shall be due
                        and payable on the Quarterly Dates, commencing October
                        1, 2001, through and including January 1, 2004; and

                                       20
<PAGE>
                  (3)   a final installment in the amount of $20,000,000 plus
                        all accrued and unpaid interest shall be due and payable
                        on the Maturity Date.

      (Payments assume that the Loan is fully advanced and pro rata adjustments
      to principal payments will be made if less than $50,000,000 is advanced
      hereunder.)

            (d) INTEREST ON PAST DUE PAYMENTS. Subject to Section 11.7 hereof,
      Borrower will pay to Agent for the account of each Lender interest at the
      applicable Past Due Rate on any amount payable by Borrower hereunder to or
      for the account of such Lender (but, if such amount is interest, only to
      the extent legally allowed), which shall not be paid in full within five
      days after the date due (whether at stated maturity, by acceleration or
      otherwise), for the period commencing on the expiration of such five day
      period until the same is paid in full.

      3.3   INTEREST OPTIONS.

            (a) OPTIONS AVAILABLE. The outstanding principal balance of the
      Notes shall bear interest at the Base Rate; provided, that (1) subject to
      Section 3.2(c), all past due amounts, both principal and accrued and
      unpaid interest, shall bear interest at the Past Due Rate, and (2) subject
      to the provisions hereof, Borrower shall have the option of having all or
      any portion of the principal balances of the Notes from time to time
      outstanding bear interest at a Eurodollar Rate. The records of Agent and
      each of the Lenders with respect to Interest Options, Interest Periods and
      the amounts of Loans to which they are applicable shall be prima facie
      evidence of the correctness thereof. Interest on the Loans shall be
      calculated at the Base Rate except where it is expressly provided pursuant
      to this Agreement that a Eurodollar Rate is to apply. Interest on the
      amount of each advance against the Notes shall be computed on the amount
      of that advance and from the date it is made to but excluding the date of
      repayment thereof. Notwithstanding anything in this Agreement to the
      contrary, for the full term of the Notes the interest rate produced by the
      aggregate of all sums paid or agreed to be paid to the holders of the
      Notes for the use, forbearance or detention of the debt evidenced thereby
      (including all interest on the Notes at the Stated Rate plus the
      Additional Interest) shall not exceed the Ceiling Rate.

            (b) DESIGNATION AND CONVERSION. Borrower shall have the right to
      designate or convert its Interest Options in accordance with the
      provisions hereof. Provided no Event of Default has occurred and is
      continuing and subject to the last sentence of Section 3.3(a) and the
      provisions of Section 3.3(c), Borrower may elect to have a Eurodollar Rate
      apply or continue to apply to all or any portion of the principal balance
      of the Notes. Each change in Interest Options shall be a conversion of the
      rate of interest applicable to the specified portion of the Loans, but
      such conversion shall not change the respective outstanding principal
      balances of the Notes. The Interest Options shall be designated or
      converted in the manner provided below:

                  (i) Borrower shall give Agent telephonic notice, promptly
            confirmed by a Rate Designation Notice (and Agent shall promptly
            inform each Lender thereof).

                                       21
<PAGE>
            Each such telephonic and written notice shall specify the amount of
            the Loan which is the subject of the designation, if any; the amount
            of borrowings into which such Borrowings are to be converted or for
            which an Interest Option is designated; the proposed date for the
            designation or conversion and the Interest Period or Periods, if
            any, selected by Borrower. Such telephonic notice shall be
            irrevocable and shall be given to Agent no later than the applicable
            Rate Designation Date.

                  (ii) No more than eight LIBOR Borrowings shall be in effect at
            any time.

                  (iii) Each advance, designation or conversion of a LIBOR
            Borrowing shall occur on a LIBOR Business Day.

                  (iv) Except as provided in Section 3.3(c) hereof, no LIBOR
            Borrowing may be converted to a Base Rate Borrowing or another LIBOR
            Borrowing on any day other than the last day of the applicable
            Interest Period.

                  (v) Each request for a LIBOR Borrowing shall be in the amount
            equal to $500,000 or an integral multiple of $100,000 in excess
            thereof.

                  (vi) Subject to Section 3.3(c)(i), each designation of an
            Interest Option with respect to the Notes shall apply to all of the
            Notes ratably in accordance with their respective outstanding
            principal balances. If any Lender assigns an interest in its Note
            when any LIBOR Borrowing is outstanding with respect thereto, then
            such assignee shall have its ratable interest in such LIBOR
            Borrowing.

            (c)   SPECIAL PROVISIONS APPLICABLE TO LIBOR BORROWINGS.

                  (i) OPTIONS UNLAWFUL. If the adoption of any applicable Legal
            Requirement after the Effective Date or any change after the
            Effective Date in any applicable Legal Requirement or in the
            interpretation or administration thereof by any Governmental
            Authority or compliance by any Lender with any request or directive
            (whether or not having the force of law) issued after the Effective
            Date by any central bank or other Governmental Authority shall at
            any time make it unlawful or impossible for any Lender to permit the
            establishment of or to maintain any LIBOR Borrowing, the commitment
            of such Lender to establish such LIBOR Borrowing shall forthwith be
            canceled and Borrower shall on the last day the Interest Period
            relating to any outstanding LIBOR Borrowing (or within such earlier
            period as may be required by applicable law) (1) convert the LIBOR
            Borrowing of such Lender to a Base Rate Borrowing; (2) pay all
            accrued and unpaid interest to date on the amount so converted; and
            (3) pay any amounts required to compensate each Lender for any
            additional cost or expense which any Lender may incur as a result of
            such adoption of or change in such Legal Requirement or in the
            interpretation or administration thereof and any Funding Loss which
            any Lender may incur as a result of such conversion. If, when Agent
            so notifies Borrower, Borrower has given a Rate

                                       22
<PAGE>
            Designation Notice specifying a LIBOR Borrowing but the selected
            Interest Period has not yet begun, as to the applicable Lender such
            Rate Designation Notice shall be deemed to be of no force and
            effect, as if never made, and the balance of the Loans made by such
            Lender specified in such Rate Designation Notice shall bear interest
            at the Base Rate until a different available Interest Option shall
            be designated in accordance herewith.

                  (ii) INCREASED COST OF BORROWINGS. Subject to Section 11.15,
            if the adoption after the Effective Date of any applicable Legal
            Requirement or any change after the Effective Date in any applicable
            Legal Requirement or in the interpretation or administration thereof
            by any Governmental Authority or compliance by any Lender with any
            request or directive (whether or not having the force of law) issued
            after the Effective Date by any central bank or Governmental
            Authority shall at any time as a result of any portion of the
            principal balances of the Notes being maintained on the basis of a
            Eurodollar Rate:

                        (1) subject any Lender to any Taxes, or any deduction or
                  withholding for any Taxes, on or from any payment due under
                  any LIBOR Borrowing or other amount due hereunder, other than
                  income and franchise taxes of the United States or its
                  political subdivisions or such other jurisdiction in which the
                  applicable Lender has any office or applicable lending office;
                  or

                        (2) change the basis of taxation of payments due from
                  Borrower to any Lender under any LIBOR Borrowing (otherwise
                  than by a change in the rate of taxation of the gross revenues
                  or overall net income of such Lender); or

                         (3) impose, modify, increase or deem applicable any
                  reserve requirement (excluding that portion of any reserve
                  requirement included in the calculation of the applicable
                  Eurodollar Rate), special deposit requirement or similar
                  requirement (including, but not limited to, state law
                  requirements) against assets of any Lender, or against
                  deposits with any Lender, or against loans made by any Lender,
                  or against any other funds, obligations or other Property
                  owned or held by any Lender; or

                        (4) impose on any Lender any other condition regarding
                  any LIBOR Borrowing;

            and the result of any of the foregoing is to increase the cost to
            any Lender of agreeing to make or of making, renewing or maintaining
            such LIBOR Borrowing, or reduce the amount of principal or interest
            received by any Lender, then, within 15 Business Days after demand
            by Agent (accompanied by a statement setting forth in reasonable
            detail the applicable Lender's basis therefor), Borrower shall pay
            to Agent additional

                                       23
<PAGE>
            amounts which shall compensate each Lender for such increased cost
            or reduced amount. The determination by any Lender of the amount of
            any such increased cost, increased reserve requirement or reduced
            amount shall be prima facie evidence of the correctness thereof.
            Borrower shall have the right, if it receives from Agent any notice
            referred to in this paragraph, upon three Business Days' notice to
            Agent (which shall notify each affected Lender), either (i) to repay
            in full (but not in part) any borrowing with respect to which such
            notice was given, together with any accrued interest thereon, or
            (ii) to convert the LIBOR Borrowing which is the subject of the
            notice to a Base Rate Borrowing; provided, that any such repayment
            or conversion shall be accompanied by payment of (x) the amount
            required to compensate each Lender for the increased cost or reduced
            amount referred to in the preceding paragraph; (y) all accrued and
            unpaid interest to date on the amount so repaid or converted, and
            (z) any Funding Loss which any Lender may incur as a result of such
            repayment or conversion. Each Lender will notify Borrower through
            Agent of any event occurring after the date of this Agreement which
            will entitle such Lender to compensation pursuant to this Section as
            promptly as practicable after it obtains knowledge thereof and
            determines to request such compensation, and (if so requested by
            Borrower through Agent) will designate a different lending office of
            such Lender for the applicable LIBOR Borrowing or will take such
            other action as Borrower may reasonably request if such designation
            or action is consistent with the internal policy of such Lender and
            legal and regulatory restrictions, will avoid the need for, or
            reduce the amount of, such compensation and will not, in the sole
            opinion of such Lender, be disadvantageous to such Lender (provided
            that such Lender shall have no obligation so to designate a
            different lending office which is located in the United States of
            America).

                  (iii) INADEQUACY OF PRICING AND RATE DETERMINATION. If, for
            any reason with respect to any Interest Period, Agent (or, in the
            case of clause 3 below, the applicable Lender) shall have reasonably
            determined that:

                        (1) Agent is unable through its customary general
                  practices to determine any applicable Eurodollar Rate, or

                        (2) by reason of circumstances affecting the applicable
                  market, generally, Agent is not being offered deposits in
                  United States dollars in such market, for the applicable
                  Interest Period and in an amount equal to the amount of any
                  applicable LIBOR Borrowing requested by Borrower, or

                        (3) any applicable Eurodollar Rate will not adequately
                  and fairly reflect the cost to any Lender of making and
                  maintaining such LIBOR Borrowing hereunder for any proposed
                  Interest Period,

            then Agent shall give Borrower notice thereof and thereupon, (A) any
            Rate Designation Notice previously given by Borrower designating the
            applicable LIBOR

                                       24
<PAGE>
            Borrowing which has not commenced as of the date of such notice from
            Agent shall be deemed for all purposes hereof to be of no force and
            effect, as if never given, and (B) until Agent shall notify Borrower
            that the circumstances giving rise to such notice from Agent no
            longer exist, each Rate Designation Notice requesting the applicable
            Eurodollar Rate shall be deemed a request for a Base Rate Borrowing,
            and any applicable LIBOR Borrowing then outstanding shall be
            converted, without any notice to or from Borrower, upon the
            termination of the Interest Period then in effect with respect to
            it, to a Base Rate Borrowing.

                  (iv) FUNDING LOSSES. Borrower shall indemnify each Lender
            against and hold each Lender harmless from any Funding Loss. Subject
            to Section 11.15, this indemnity shall survive the payment of the
            Notes. Within 15 Business Days after demand by Agent (accompanied by
            a certificate of such Lender setting forth in reasonable detail the
            amount and calculation of the amount claimed as to any Funding
            Losses, which shall be prima facie evidence of the correctness
            thereof), Borrower shall pay to Agent, for the account of such
            Lender, the amount of such Funding Losses.

            (d) FUNDING OFFICES; ADJUSTMENTS AUTOMATIC; CALCULATION YEAR. Any
      Lender may, if it so elects, fulfill its obligation as to any LIBOR
      Borrowing by causing a branch or affiliate of such Lender to make such
      Loan and may transfer and carry such Loan at, to or for the account of any
      branch office or affiliate of such Lender; provided, that in such event
      for the purposes of this Agreement such Loan shall be deemed to have been
      made by such Lender and the obligation of Borrower to repay such Loan
      shall nevertheless be to such Lender and shall be deemed held by it for
      the account of such branch or affiliate. Without notice to Borrower or any
      other Person, each rate required to be calculated or determined under this
      Agreement shall automatically fluctuate upward and downward in accordance
      with the provisions of this Agreement. Interest on the Base Rate shall be
      computed on the basis of the actual number of days elapsed in a year
      consisting of 365 or 366 days, as the case may be. All other interest
      required to be calculated or determined under this Agreement shall be
      computed on the basis of the actual number of days elapsed in a year
      consisting of 360 days, unless the Ceiling Rate would thereby be exceeded,
      in which event, to the extent necessary to avoid exceeding the Ceiling
      Rate, the applicable interest shall be computed on the basis of the actual
      number of days elapsed in the applicable calendar year in which accrued.

            (e) FUNDING SOURCES. Notwithstanding any provision of this Agreement
      to the contrary, each Lender shall be entitled to fund and maintain its
      funding of all or any part of the Loans in any manner it sees fit, it
      being understood, however, that for the purposes of this Agreement all
      determinations hereunder shall be made as if each Lender had actually
      funded and maintained each LIBOR Borrowing during each Interest Period
      through the purchase of deposits having a maturity corresponding to such
      Interest Period and bearing an interest rate equal to the Eurodollar Rate
      for such Interest Period.

                                       25
<PAGE>
4.    PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS, ETC.

      4.1   PAYMENTS.

            (a) Except to the extent otherwise provided herein, all payments of
      principal, interest and other amounts to be made by Borrower hereunder,
      under the Notes and under the other Loan Documents shall be made in
      Dollars, in immediately available funds, to Agent at the Payment Office
      (or in the case of a successor Agent, at the principal office of such
      successor Agent in the United States), not later than 9:00 a.m., San
      Francisco, California time on the date on which such payment shall become
      due (each such payment made after such time on such due date to be deemed
      to have been made on the next succeeding Business Day).

            (b) Borrower shall, at the time of making each payment hereunder,
      under any Note or under any other Loan Document, specify to Agent the
      Loans or other amounts payable by Borrower hereunder or thereunder to
      which such payment is to be applied. Each payment received by Agent
      hereunder, under any Note or under any other Loan Document for the account
      of a Lender shall be paid promptly to such Lender, in immediately
      available funds. If Agent fails to send to any Lender the applicable
      amount by the close of business on the date any such payment is received
      by Agent if such payment is received prior to 9:00 a.m., San Francisco,
      California time (or on the next succeeding Business Day with respect to
      payments which are received after 9:00 a.m., San Francisco, California
      time), Agent shall pay to the applicable Lender interest on such amount
      from such date at the Federal Funds Rate. Borrower, the Lenders and Agent
      acknowledge and agree that this provision and each other provision of this
      Agreement or any of the other Loan Documents relating to the application
      of amounts in payment of the Obligations shall be subject to the
      provisions of Section 4.2(d) regarding pro rata application of amounts
      after an Event of Default shall have occurred and be continuing.

            (c) If the due date of any payment hereunder or under any Note falls
      on a day which is not a Business Day, the due date for such payments
      (except as otherwise provided in clause (2) of the definition of "Interest
      Period") shall be extended to the next succeeding Business Day and
      interest shall be payable for any principal so extended for the period of
      such extension.

            (d) All payments by Borrower hereunder or under any other Loan
      Document shall be made free and clear of and without deduction for or on
      account of any present or future income, stamp, or other taxes, fees,
      duties, withholding or other charges of any nature whatsoever imposed by
      any taxing authority excluding in the case of Agent and each Lender taxes
      imposed on or measured by its net income or franchise taxes imposed by the
      jurisdiction in which it is organized or through which it acts for
      purposes of this Agreement (such non-excluded items being hereinafter
      referred to as "Taxes"). If as a result of any change in law (or the
      interpretation thereof) after the date that Agent or the applicable Lender
      became a party to this Agreement, any withholding or deduction from any
      payment to be

                                       26
<PAGE>
      made to, or for the account of, such Person by Borrower hereunder or under
      any other Loan Document is required in respect of any Taxes pursuant to
      any applicable law, rule, or regulation, then Borrower will (i) pay to the
      relevant authority the full amount required to be so withheld or deducted;
      (ii) to the extent available, promptly forward to Agent an official
      receipt or other documentation reasonably satisfactory to Agent evidencing
      such payment to such authority; and (iii) pay to Agent, for the account of
      each affected Person, such additional amount or amounts as are necessary
      to ensure that the net amount actually received by such Lender will equal
      the full amount such Person would have received had no such withholding or
      deduction been required. Each such Person shall determine such additional
      amount or amounts payable to it (which determination shall be prima facie
      evidence of the correctness thereof). If Agent or any Lender becomes aware
      that any such withholding or deduction from any payment to be made by
      Borrower hereunder or under any other Loan Document is required, then such
      Person shall promptly notify Agent and Borrower thereof stating the
      reasons therefor and the additional amount required to be paid under this
      Section. Each Lender shall execute and deliver to Agent and Borrower such
      forms as it may be required to execute and deliver pursuant to Section
      11.13 hereof. To the extent that any such withholding or deduction results
      from the failure of a Lender to provide a form required by Section 11.13
      hereof (unless such failure is due to some prohibition under applicable
      Legal Requirements), Borrower shall have no obligation to pay the
      additional amount required by clause (iii) above. Anything in this Section
      notwithstanding, if any Lender elects to require payment by Borrower of
      any material amount under this Section, Borrower may, within 60 days after
      the date of receiving notice thereof and so long as no Default shall have
      occurred and be continuing, elect to terminate such Lender as a party to
      this Agreement; provided that, concurrently with such termination Borrower
      shall (i) if Agent and each of the other Lenders shall consent, pay that
      Lender all principal, interest and fees and other amounts owed to such
      Lender through such date of termination or (ii) have arranged for another
      financial institution approved by Agent (such approval not to be
      unreasonably withheld or delayed) as of such date, to become a substitute
      Lender for all purposes under this Agreement in the manner provided in
      Section 11.6; provided further that, prior to substitution for any Lender,
      Borrower shall have given written notice to Agent of such intention and
      the Lenders shall have the option, but no obligation, for a period of 60
      days after receipt of such notice, to increase their Commitments in order
      to replace the affected Lender in lieu of such substitution.

      4.2 PRO RATA TREATMENT. Except to the extent otherwise provided herein:
(a) each borrowing from the Lenders under Section 2.1 hereof shall be made
ratably from the Lenders in accordance with their respective Commitments; and
(b) each payment by Borrower of principal of or interest on the Loans shall be
made to Agent for the account of the Lenders pro rata in accordance with the
respective unpaid principal amounts of such Loans held by the Lenders.

      4.3 CERTAIN ACTIONS, NOTICES, ETC. Notices to Agent of any termination or
reduction of Commitments and of borrowings and optional prepayments of Loans
shall be irrevocable and shall be effective only if received by Agent not later
than 9:00 a.m., San Francisco, California time on the

                                       27
<PAGE>
number of Business Days prior to the date of the relevant termination,
reduction, borrowing and/or prepayment specified below:

                                          NUMBER OF BUSINESS DAYS
                                                PRIOR NOTICE
                                          -----------------------
      Termination or Reduction of                    3
      Commitments

      LIBOR Borrowing prepayment                     3 LIBOR Business Days

      Base Rate Loan prepayment                      1

      Borrowing at the Base Rate                     same day

      Selection of a Eurodollar Rate                 3 LIBOR
                                                     Business Days

Each such notice of termination or reduction shall specify the amount of the
applicable Commitment to be terminated or reduced. Each such notice of borrowing
or prepayment shall specify the amount of the Loans to be borrowed or prepaid
and the date of borrowing or prepayment (which shall be a Business Day). Agent
shall promptly notify the affected Lenders of the contents of each such notice.

      4.4 NON-RECEIPT OF FUNDS BY AGENT. Unless Agent shall have been notified
by a Lender or Borrower (the "Payor") prior to the date on which such Lender is
to make payment to Agent of the proceeds of a Loan to be made by it hereunder or
Borrower is to make a payment to Agent for the account of one or more of the
Lenders, as the case may be (such payment being herein called the "Required
Payment"), which notice shall be effective upon receipt, that the Payor does not
intend to make the Required Payment to Agent, Agent may assume that the Required
Payment has been made and may, in reliance upon such assumption (but shall not
be required to), make the amount thereof available to the intended recipient on
such date and, if the Payor has not in fact made the Required Payment to Agent,
the recipient of such payment shall, on demand, pay to Agent the amount made
available by Agent, together with interest thereon in respect of the period
commencing on the date such amount was so made available by Agent until the date
Agent recovers such amount at a rate per annum equal to the Federal Funds Rate
for such period.

      4.5 SHARING OF PAYMENTS, ETC. If a Lender shall obtain payment of any
principal of or interest on any Loan made by it under this Agreement or on any
other Obligation then due to such Lender hereunder, through the exercise of any
right of set-off (including, without limitation, any right of setoff or Lien
granted under Section 9.2 hereof), banker's lien, counterclaim or similar right
or otherwise, it shall promptly purchase from the other Lenders participations
in the Loans made, or other Obligations held, by the other Lenders in such
amounts, and make such other adjustments from time to time as shall be equitable
to the end that all the Lenders shall share the benefit of such payment (net of
any expenses which may be incurred by such Lender in obtaining or preserving
such

                                       28
<PAGE>
benefit) pro rata in accordance with the unpaid Obligations then due to each of
them; provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from each Lender
shall be rescinded and such Lender shall repay to the purchasing Lender the
purchase price to the extent of such recovery together with an amount equal to
such Lender's ratable share (according to the proportion of (i) the amount of
such Lender's required repayment to (ii) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. To such end all
the Lenders shall make appropriate adjustments among themselves (by the resale
of participations sold or otherwise) if such payment is rescinded or must
otherwise be restored. Borrower agrees, to the fullest extent it may effectively
do so under applicable law, that any Lender so purchasing a participation in the
Loans made, or other Obligations held, by other Lenders may exercise all rights
of set-off, bankers' lien, counterclaim or similar rights with respect to such
participation as fully as if such Lender were a direct holder of Loans or other
Obligations in the amount of such participation. Nothing contained herein shall
require any Lender to exercise any such right or shall affect the right of any
Lender to exercise, and retain the benefits of exercising, any such right with
respect to any other indebtedness or obligation of Borrower.

5.    CONDITIONS PRECEDENT.

      5.1 INITIAL LOANS. The obligation of each Lender to make its initial Loans
hereunder is subject to the following conditions precedent, each of which shall
have been fulfilled or waived to the satisfaction of Agent:

            (a) AUTHORIZATION AND STATUS. Agent shall have received (i) copies
      of the Organizational Documents of Borrower certified as true and correct
      by its secretary, assistant secretary or other equivalent officer, (ii)
      evidence reasonably satisfactory to Agent of all action taken by Borrower
      authorizing the execution, delivery and performance of the Loan Documents,
      and (iii) such certificates as may be appropriate to demonstrate the
      qualification and good standing of Borrower in the jurisdiction of its
      organization and in each other jurisdiction where the failure in which to
      qualify could reasonably be expected to have a Material Adverse Effect.

            (b) INCUMBENCY. Borrower shall have delivered to Agent a certificate
      in respect of the name and signature of each of the officers (i) who is
      authorized to sign on its behalf the applicable Loan Documents to which it
      is a party related to any Loan and (ii) who will, until replaced by
      another officer or officers duly authorized for that purpose, act as its
      representative for the purposes of signing documents and giving notices
      and other communications in connection with any Loan. Agent and each
      Lender may conclusively rely on such certificates until they receive
      notice in writing from Borrower to the contrary.

            (c) NOTES. Agent shall have received the appropriate Notes of
      Borrower for each Lender, duly completed and executed.

                                       29
<PAGE>
            (d) LOAN DOCUMENTS. Borrower shall have duly executed and delivered
      the Loan Documents to which it is a party (in such number of copies as
      Agent shall have requested). Each such Loan Document shall be in
      substantially the form furnished to the Lenders prior to their execution
      of this Agreement, together with such changes therein as Agent may
      approve.

            (e) FEES AND EXPENSES. Borrower shall have paid to Agent all unpaid
      fees in the amounts previously agreed upon in writing among Borrower and
      Agent.

            (f) OPINIONS OF COUNSEL. Agent shall have received such opinions of
      counsel to Borrower as Agent shall reasonably request with respect to
      Borrower and the Loan Documents.

            (g) CONSENTS. Agent shall have received evidence reasonably
      satisfactory to the Majority Lenders that all material consents of each
      Governmental Authority and of each other Person, if any, reasonably
      required in connection with (a) the Loans and (b) the execution, delivery
      and performance of this Agreement and the other Loan Documents have been
      satisfactorily obtained.

            (h) OTHER DOCUMENTS. Agent shall have received such other documents
      consistent with the terms of this Agreement and relating to the
      transactions contemplated hereby as Agent may reasonably request.

      5.2 ALL LOANS. The obligation of each Lender to make any Loan to be made
by it hereunder is subject to: (a) the accuracy, in all material respects, on
the date of such Loan of all representations and warranties of Borrower
contained in this Agreement and the other Loan Documents, except to the extent
expressly limited to an earlier date; (b) Agent shall have received the
following, all of which shall be duly executed and in Proper Form: (1) a Request
for Extension of Credit as to the Loan no later than 8:00 a.m., San Francisco,
California time on the Business Day on which such Request for Extension of
Credit must be given under Section 4.3 hereof and (2) such other documents as
Agent may reasonably require; (c) prior to the making of such Loan, there shall
have occurred no event which could reasonably be expected to have a Material
Adverse Effect; (d) no Default or Event of Default shall have occurred and be
continuing, and (e) the making of such Loan shall not be illegal or prohibited
by any Legal Requirement. The submission by Borrower of a Request for Extension
of Credit shall be deemed to be a representation and warranty that the
conditions precedent to the applicable Loan have been satisfied.

6.    REPRESENTATIONS AND WARRANTIES.

      To induce Agent and the Lenders to enter into this Agreement and to make
the Loans, Borrower represents and warrants (such representations and warranties
to survive any investigation and the making of the Loans) to the Lenders and
Agent as follows:

                                       30
<PAGE>
      6.1 ORGANIZATION. Borrower and each of its Restricted Subsidiaries (a) is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization; (b) has all necessary power and authority to
conduct its business as presently conducted, and (c) is duly qualified to do
business and in good standing in the jurisdiction of its organization and in all
jurisdictions in which the failure to so qualify could reasonably be expected to
have a Material Adverse Effect.

      6.2 FINANCIAL STATEMENTS. Borrower has furnished to Agent (i) audited
financial statements (including a balance sheet) as to Borrower which fairly
present in all material respects, in accordance with GAAP, the consolidated
financial condition and the results of operations of Borrower and its
Subsidiaries as of the end of the fiscal year ended March 31, 1999 and (ii)
unaudited financial statements (including a balance sheet) as to Borrower which
fairly present in all material respects, in accordance with GAAP (subject to
year-end adjustments and the absence of notes), the consolidated financial
condition and the results of operations of Borrower and its Subsidiaries as of
the end of the fiscal quarter ended December 31, 1999. No events, conditions or
circumstances have occurred from the date that the financial statements were
delivered to Agent through the Effective Date which would cause said financial
statements to be misleading in any material respect. There are no material
instruments or liabilities which should be reflected in such financial
statements provided to Agent which are not so reflected that are necessary in
order for such financial statement presentation to conform to GAAP. Since March
31, 1999, no event has occurred and no circumstance has arisen which could
reasonably be expected to cause a Material Adverse Effect.

      6.3 ENFORCEABLE OBLIGATIONS; AUTHORIZATION. The Loan Documents are legal,
valid and binding obligations of Borrower, enforceable in accordance with their
respective terms, except as may be limited by bankruptcy, insolvency and other
similar laws and judicial decisions affecting creditors' rights generally and by
general equitable principles. The execution, delivery and performance of the
Loan Documents by Borrower (a) have all been duly authorized by all necessary
action; (b) are within the corporate power and authority of Borrower; (c) do not
and will not contravene or violate any Legal Requirement applicable to Borrower
or the Organizational Documents of Borrower, the contravention or violation of
which could reasonably be expected to have a Material Adverse Effect; (d) do not
and will not result in the breach of, or constitute a default under, any
material agreement or instrument by which Borrower or any of its Property may be
bound, and (e) do not and will not result in the creation of any Lien upon any
Property of Borrower, except in favor of Agent or as expressly contemplated
herein or therein. All necessary permits, registrations and consents for such
making and performance have been obtained.

      6.4 OTHER DEBT. Neither Borrower nor any its Restricted Subsidiaries is in
default in the payment of any other Indebtedness or under any agreement,
mortgage, deed of trust, security agreement or lease to which it is a party and
which default could reasonably be expected to have a Material Adverse Effect.

      6.5 LITIGATION. There is no litigation or administrative proceeding, to
the knowledge of any executive officer of Borrower, pending or threatened
against, nor any outstanding judgment,

                                       31
<PAGE>
order or decree against, Borrower or any of its Restricted Subsidiaries before
or by any Governmental Authority which does or could reasonably be expected to
have a Material Adverse Effect. Neither Borrower nor any its Restricted
Subsidiaries is in default with respect to any judgment, order or decree of any
Governmental Authority where such default could reasonably be expected to have a
Material Adverse Effect.

      6.6 TAXES. Borrower and each of its Restricted Subsidiaries has filed all
tax returns required to have been filed and paid all taxes shown thereon to be
due, except those for which extensions have been obtained and those which are
being contested in good faith or where the failure to make required filings or
pay required taxes could not reasonably be expected to have a Material Adverse
Effect.

      6.7 REGULATIONS U AND X. None of the proceeds of any Loan will be used for
the purpose of purchasing or carrying directly or indirectly any margin stock or
for any other purpose would constitute this transaction a "purpose credit"
within the meaning of Regulations U and X of the Board of Governors of the
Federal Reserve System, as any of them may be amended from time to time.

      6.8 SUBSIDIARIES. As of the Effective Date, Borrower has no Subsidiaries
other than as set forth on EXHIBIT F hereto. There are no Unrestricted
Subsidiaries of Borrower as of the Effective Date.

      6.9 NO UNTRUE OR MISLEADING STATEMENTS. No document, instrument or other
writing furnished to the Lenders by or on behalf of Borrower in connection with
the transactions contemplated in any Loan Document contains any untrue material
statement of fact or omits to state any such fact necessary to make the
representations, warranties and other statements contained herein or in such
other document, instrument or writing not misleading in any material respect.

      6.10 ERISA. With respect to each Plan, Borrower and each member of the
Controlled Group have fulfilled their obligations, including obligations under
the minimum funding standards of ERISA and the Code and are in compliance in all
material respects with the provisions of ERISA and the Code. No event has
occurred which could result in a liability of Borrower or any member of the
Controlled Group to the PBGC or a Plan (other than to make contributions in the
ordinary course) could reasonably be expected to have a Material Adverse Effect.
There have not been any nor are there now existing any events or conditions that
would cause the Lien provided under Section 4068 of ERISA to attach to any
Property of Borrower or any member of the Controlled Group. Unfunded Liabilities
as of the date hereof are not reasonably expected to result in a Material
Adverse Effect. No "prohibited transaction" has occurred with respect to any
Plan.

      6.11 INVESTMENT COMPANY ACT. Neither Borrower nor any its Restricted
Subsidiaries is an investment company within the meaning of the Investment
Company Act of 1940, as amended, or, directly or indirectly, controlled by or
acting on behalf of any Person which is an investment company, within the
meaning of said Act.

                                       32
<PAGE>
      6.12 PUBLIC UTILITY HOLDING COMPANY ACT. Neither Borrower nor any its
Restricted Subsidiaries is an "affiliate" or a "subsidiary company" of a "public
utility company," or a "holding company," or an "affiliate" or a "subsidiary
company" of a "holding company," as such terms are defined in the Public Utility
Holding Company Act of 1935, as amended.

      6.13 FISCAL YEAR. The fiscal year of Borrower ends on March 31.

      6.14 COMPLIANCE. Borrower and each of its Restricted Subsidiaries is in
compliance with all Legal Requirements applicable to it, except to the extent
that the failure to comply therewith could not reasonably be expected to have a
Material Adverse Effect.

      6.15 ENVIRONMENTAL MATTERS. Borrower and each of its Restricted
Subsidiaries has, to the best knowledge of their respective executive officers,
obtained and maintained in effect all Environmental Permits (or the applicable
Person has initiated the necessary steps to transfer the Environmental Permits
into its name or obtain such permits), the failure to obtain which could
reasonably be expected to have a Material Adverse Effect. Borrower and each of
its Restricted Subsidiaries and their Properties, business and operations have
been and are, to the best knowledge of their respective executive officers, in
compliance with all applicable Requirements of Environmental Law and
Environmental Permits the failure to comply with which could reasonably be
expected to have a Material Adverse Effect. Borrower and each of its Restricted
Subsidiaries and their Properties, business and operations are not subject to
any (A) Environmental Claims or (B), to the best knowledge of their respective
executive officers (after making reasonable inquiry of the personnel and records
of their respective Corporations), Environmental Liabilities, in either case
direct or contingent, arising from or based upon any act, omission, event,
condition or circumstance occurring or existing on or prior to the date hereof
which could reasonably be expected to have a Material Adverse Effect. None of
the officers of Borrower or any of its Restricted Subsidiaries has received any
notice of any violation or alleged violation of any Requirements of
Environmental Law or Environmental Permit or any Environmental Claim in
connection with its Properties, liabilities, condition (financial or otherwise),
business or operations which could reasonably be expected to have a Material
Adverse Effect. Borrower does not know of any event or condition with respect to
currently enacted Requirements of Environmental Laws presently scheduled to
become effective in the future with respect to any of the Properties of Borrower
or any of its Restricted Subsidiaries which could reasonably be expected to have
a Material Adverse Effect, for which good faith provisions have not been made by
Borrower or such Restricted Subsidiary in its business plan and projections of
financial performance.

      6.16 AGREEMENTS. Neither the Borrower nor any Restricted Subsidiary is a
party to any indenture, loan, or credit agreement, or to any lease or other
agreement or instrument, or subject to any charter or corporate restriction
which could reasonably be expected to have a Material Adverse Effect.

      6.17 YEAR 2000. Any reprogramming required to permit the proper
functioning, in and following the year 2000, of (i) Borrower's and any of its
Restricted Subsidiaries' computer systems and (ii) equipment containing embedded
microchips (including systems and equipment supplied by

                                       33
<PAGE>
others or with which Borrower's and any of its Restricted Subsidiaries' systems
interface) and the testing of all such systems and equipment has been completed,
except to the extent such failure is not reasonably expected to result in a
Material Adverse Effect.

7.    AFFIRMATIVE COVENANTS.

      Borrower covenants and agrees with Agent and the Lenders that prior to the
termination of this Agreement it will do or cause to be done, and cause each of
its Restricted Subsidiaries to do or cause to be done, each and all of the
following:

      7.1 TAXES, EXISTENCE, REGULATIONS, PROPERTY, ETC. At all times, except
where failure or noncompliance could not reasonably be expected to have a
Material Adverse Effect: (a) pay when due all taxes and governmental charges of
every kind upon it or against its income, profits or Property, unless and only
to the extent that the same shall be contested diligently in good faith and
adequate reserves in accordance with GAAP have been established therefor; (b) do
all things necessary to preserve its existence, qualifications, rights and
franchises; (c) comply with all applicable Legal Requirements (including without
limitation Requirements of Environmental Law) in respect of the conduct of its
business and the ownership of its Property, and (d) cause its Property to be
protected, maintained and kept in good repair and make all replacements and
additions to such Property as may be reasonably necessary to conduct its
business properly and efficiently.

      7.2 FINANCIAL STATEMENTS AND INFORMATION. Furnish to Agent and each Lender
each of the following: (a) as soon as available and in any event within 105 days
after the end of each applicable fiscal year, beginning with the fiscal year
ending on March 31, 2000, Annual Financial Statements, together with a
Borrower-prepared reconciliation of such Annual Financial Statements with annual
financial statements of Borrower and its Restricted Subsidiaries (attested by
Borrower as true and correct in all material respects); (b) as soon as available
and in any event within 60 days after the end of each fiscal quarter of each
applicable fiscal year, Quarterly Financial Statements, together with a
Borrower-prepared reconciliation of such Quarterly Financial Statements with
quarterly financial statements of Borrower and its Restricted Subsidiaries
(attested by Borrower as true and correct in all material respects); (c)
concurrently with the financial statements provided for in Subsections 7.2(a)
and (b) hereof, such schedules, computations and other information, in
reasonable detail, as may be reasonably required by Agent to demonstrate
compliance with the covenants set forth herein or reflecting any non-compliance
therewith as of the applicable date, all attested by a duly authorized officer
of Borrower as true and correct in all material respects to the best knowledge
of such officer and, commencing with the quarterly financial statements prepared
as of June 30, 2000, a compliance certificate ("Compliance Certificate")
substantially in the form of EXHIBIT E hereto, duly executed by such authorized
officer; (d) promptly upon their becoming publicly available, each financial
statement, report, notice or definitive proxy statements sent by Borrower to
shareholders generally and each regular or periodic report and each registration
statement, prospectus or written communication (other than transmittal letters
and other than registrations on Form S-8 under the Securities Act, registrations
of equity securities pursuant to Rule 415 under the Securities Act which do not
involve an underwritten public offering and reports on Form 11-K or pursuant to
Section 16(a) under the Exchange Act) in respect thereof filed by Borrower with,
or

                                       34
<PAGE>
received by Borrower in connection therewith from, any securities exchange or
the Securities and Exchange Commission or any successor agency, and (e) such
other information relating to the condition (financial or otherwise),
operations, prospects or business of Borrower or any of its Restricted
Subsidiaries as from time to time may be reasonably requested by Agent. Each
delivery of a financial statement pursuant to this Section 7.2 shall constitute
a restatement of the representations contained in the last two sentences of
Section 6.2.

      7.3   FINANCIAL TESTS.  Have and maintain:

            (a) CONSOLIDATED ADJUSTED NET WORTH - At all times, Consolidated
      Adjusted Net Worth of not less than the sum of (1) $150,015,000 as of
      December 31, 1999 plus (2) 50% of the net proceeds realized from the
      issuance of any equity securities by Borrower after December 31, 1999 plus
      (3) 50% of Consolidated Net Income computed on a cumulative basis for each
      of the elapsed fiscal quarters ending after December 31, 1999; provided
      that notwithstanding that Consolidated Net Income for any such elapsed
      fiscal quarter may be a deficit figure, no reduction as a result thereof
      shall be made in the sum to be maintained pursuant hereto.

            (b) DEBT TO CAPITALIZATION RATIO - a Debt to Capitalization Ratio of
      not greater than 0.55 to 1.00 at all times.

            (c) FIXED CHARGE COVERAGE RATIO - a Fixed Charge Coverage Ratio of
      not less than 1.50 to 1.00 at all times.

            (d) INTEREST COVERAGE RATIO - an Interest Coverage Ratio of not less
      than 2.50 to 1.00 at all times.

            (e) DEBT TO CONSOLIDATED NET WORTH RATIO - the ratio of (i) the sum
      of, determined on a consolidated basis in accordance with GAAP, (A) the
      aggregate amount of all Indebtedness of Borrower secured by Liens within
      the limitations of clauses (f) through (m) of Section 8.3 plus (B) the
      aggregate amount of all Indebtedness of Restricted Subsidiaries of
      Borrower (other than Indebtedness permitted pursuant to Section
      8.1(a)(ii)) plus (C) the aggregate liquidation value of all Preferred
      Stock of Restricted Subsidiaries of Borrower (other than Preferred Stock
      permitted pursuant to Section 8.1(a)(ii)) to (ii) Consolidated Adjusted
      Net Worth not to exceed 0.30 to 1.00.

      7.4 INSPECTION. Permit Agent and each Lender upon three days' prior notice
(unless a Default or an Event of Default has occurred which is continuing, in
which case no prior notice is required) to inspect its Property in a manner
consistent with applicable safety requirements and policies of insurance, to
examine its files, books and records, except classified governmental material,
and make and take away copies thereof, and to discuss its affairs with its
officers and accountants, all during normal business hours and at such intervals
and to such extent as Agent may reasonably desire without unreasonably
interfering with Borrower's or its Restricted Subsidiaries' operations or
business.

                                       35
<PAGE>
      7.5 FURTHER ASSURANCES. Promptly execute and deliver, at Borrower's
expense, any and all other and further instruments which may be reasonably
requested by Agent to cure any defect in the execution and delivery of any Loan
Document in order to effectuate the transactions contemplated by the Loan
Documents.

      7.6 BOOKS AND RECORDS. Maintain books of record and account which permit
financial statements to be prepared in accordance with GAAP.

      7.7 INSURANCE. Maintain insurance on its Property with responsible
companies in such amounts, with such deductibles and against such risks as are
usually carried by owners of similar businesses and Properties in the same
general areas in which Borrower or any of its Restricted Subsidiaries operates,
and furnish Agent satisfactory evidence thereof promptly upon reasonable
request. Agent shall be provided with a certificate showing coverages provided
under the policies of insurance and such policies shall be endorsed to the
effect that they will not be canceled for nonpayment of premium, reduced or
affected in any material manner without 30 days' prior written notice to Agent.

      7.8 NOTICE OF CERTAIN MATTERS. Give Agent written notice of the following
promptly after any executive officer of Borrower shall become aware of the same:

            (a) the issuance by any court or governmental agency or authority of
      any injunction, order or other restraint prohibiting, or having the effect
      of prohibiting, the performance of this Agreement, any other Loan
      Document, or the making of the Loans or the initiation of any litigation,
      or any claim or controversy which would reasonably be expected to result
      in the initiation of any litigation, seeking any such injunction, order or
      other restraint;

            (b) the filing or commencement of any action, suit or proceeding,
      whether at law or in equity or by or before any court or any Governmental
      Authority involving claims which could reasonably be expected to result in
      a Default hereunder or a Material Adverse Effect; and

            (c) any Event of Default or Default, specifying the nature and
      extent thereof and the action (if any) which is proposed to be taken with
      the respect thereto.

Borrower will also notify Agent in writing at least 30 days prior to the date
that it changes its name or the location of its chief executive office or
principal place of business or the place where it keeps its books and records.

      7.9 CAPITAL ADEQUACY. If any Lender shall have determined that the
adoption after the Effective Date or effectiveness after the Effective Date
(whether or not previously announced) of any applicable law, rule, regulation or
treaty regarding capital adequacy, or any change therein after the Effective
Date, or any change in the interpretation or administration thereof after the
Effective Date by any Governmental Authority, central bank or comparable agency
charged with the interpretation

                                       36
<PAGE>
or administration thereof, or compliance by any Lender with any request or
directive after the Effective Date regarding capital adequacy (whether or not
having the force of law) of any such Governmental Authority, central bank or
comparable agency has or would have the effect of reducing the rate of return on
the capital of such Lender or any corporation controlling such Lender as a
consequence of its obligations hereunder, under the Notes or other Obligations
held by it to a level below that which such Lender or such corporation could
have achieved but for such adoption, change or compliance (taking into
consideration such Lender's policies with respect to capital adequacy) by an
amount deemed by such Lender or such corporation to be material, then from time
to time, upon satisfaction of the conditions precedent set forth in this
Section, after demand by such Lender (with a copy to Agent) as provided below,
pay (subject to Sections 11.7 and 11.15 hereof) to such Lender such additional
amount or amounts as will compensate such Lender or such corporation for such
reduction. The certificate of any Lender setting forth such amount or amounts as
shall be necessary to compensate it and the basis thereof and reasons therefor
shall be delivered as soon as practicable to Borrower and shall be prima facie
evidence of the correctness thereof. Borrower shall pay the amount shown as due
on any such certificate within 15 Business Days after the delivery of such
certificate. In preparing such certificate, a Lender may employ such assumptions
and allocations of costs and expenses as it shall in good faith deem reasonable
and may use any reasonable averaging and attribution method.

      7.10 ERISA INFORMATION AND COMPLIANCE. Promptly furnish to Agent (i)
immediately upon receipt, a copy of any notice of complete or partial withdrawal
liability under Title IV of ERISA and any notice from the PBGC under Title IV of
ERISA of an intent to terminate or appoint a trustee to administer any Plan,
(ii) if requested by Agent, promptly after the filing thereof with the United
States Secretary of Labor or the PBGC or the Internal Revenue Service, copies of
each annual and other report with respect to each Plan or any trust created
thereunder, (iii) immediately upon becoming aware of the occurrence of any
"reportable event," as such term is defined in Section 4043 of ERISA, for which
the disclosure requirements of Regulation Section 2615.3 promulgated by the PBGC
have not been waived, or of any "prohibited transaction," as such term is
defined in Section 4975 of the Code, in connection with any Plan or any trust
created thereunder, a written notice signed by an authorized officer of Borrower
or the applicable member of the Controlled Group specifying the nature thereof,
what action Borrower or the applicable member of the Controlled Group is taking
or proposes to take with respect thereto, and, when known, any action taken by
the PBGC, the Internal Revenue Service or the Department of Labor with respect
thereto, (iv) promptly after the filing or receiving thereof by Borrower or any
member of the Controlled Group of any notice of the institution of any
proceedings or other actions which may result in the termination of any Plan,
and (v) each request for waiver of the funding standards or extension of the
amortization periods required by Sections 303 and 304 of ERISA or Section 412 of
the Code promptly after the request is submitted by Borrower or any member of
the Controlled Group to the Secretary of the Treasury, the Department of Labor
or the Internal Revenue Service, as the case may be. To the extent required
under applicable statutory funding requirements, Borrower will fund, or will
cause the applicable member of the Controlled Group to fund, all current service
pension liabilities as they are incurred under the provisions of all Plans from
time to time in effect, and comply with all applicable provisions of ERISA, in
each case, except to the extent that failure to do the same could not reasonably
be expected to have a Material Adverse Effect. Borrower covenants

                                       37
<PAGE>
that it shall and shall cause each member of the Controlled Group to (1) make
contributions to each Plan in a timely manner and in an amount sufficient to
comply with the contribution obligations under such Plan and the minimum funding
standards requirements of ERISA; (2) prepare and file in a timely manner all
notices and reports required under the terms of ERISA including but not limited
to annual reports; and (3) pay in a timely manner all required PBGC premiums, in
each case, except to the extent that failure to do the same could not reasonably
be expected to have a Material Adverse Effect.

8.    NEGATIVE COVENANTS.

      Borrower covenants and agrees with Agent and the Lenders that prior to the
termination of this Agreement it will not, and will not suffer or permit any of
its Restricted Subsidiaries to, do any of the following:

      8.1   LIMITATIONS ON INDEBTEDNESS AND PREFERRED STOCK OF RESTRICTED
            SUBSIDIARIES.

            (a) Permit any Restricted Subsidiary of Borrower to create, issue,
      assume, guarantee or otherwise incur or in any manner become liable in
      respect of any Indebtedness or Preferred Stock, except:

                  (i) Indebtedness or Preferred Stock of a Restricted Subsidiary
            of Borrower outstanding as of the Effective Date and described on
            EXHIBIT I hereto;

                  (ii) Indebtedness or Preferred Stock of a Restricted
            Subsidiary of Borrower owing or issued to Borrower or to a
            Wholly-owned Restricted Subsidiary; and

                  (iii) additional Indebtedness or Preferred Stock of a
            Restricted Subsidiary of Borrower created, issued, assumed,
            guaranteed or incurred within the limitations provided in Sections
            7.3(e) and 8.2(b) hereof.

            (b) Indebtedness or Preferred Stock existing within the limitations
      of Section 8.1(a)(i) may be renewed, extended or refinanced (without
      increase in principal amount or liquidation value, as the case may be, at
      the time of such renewal, extension or refunding and subject only to
      covenants or restrictions which are not materially more onerous than those
      applicable to such Indebtedness or Preferred Stock, as the case may be, at
      the time of original issuance thereof) without regard to the limitations
      of Section 8.1(a)(iii), except that no such Indebtedness or Preferred
      Stock may in any event be renewed, extended or refinanced if at the time
      thereof and after giving effect thereto and to the application of the
      proceeds thereof, a Default or Event of Default would exist.

                                       38
<PAGE>
      8.2 PRIORITY LIABILITIES. Create, issue, assume, guarantee or otherwise
incur or in any manner become liable in respect of any Priority Liability,
unless:

            (a) in the case of Indebtedness of Borrower or any of its Restricted
      Subsidiaries secured by any Lien created pursuant to Section 8.3(l), at
      the time of creation, issuance, assumption, guarantee or incurrence
      thereof and after giving effect thereto and to the application of the
      proceeds thereof:

                  (i) no Default, including, without limitation, a Default under
            Section 7.3(e), or Event of Default would exist;

                  (ii) the aggregate amount of all Indebtedness of Borrower or
            any of its Restricted Subsidiaries (other than such Indebtedness
            permitted pursuant to Section 8.1(a)(ii)) secured by Liens created
            pursuant to Section 8.3(l) (including the Indebtedness then to be
            created, issued, assumed, guaranteed or incurred, but excluding
            MARAD Indebtedness) would not exceed 15% of Consolidated Adjusted
            Net Worth; and

                  (iii) the aggregate amount of all Indebtedness of Borrower or
            any of its Restricted Subsidiaries (other than such Indebtedness
            permitted pursuant to Section 8.1(a)(ii)) secured by Liens created
            pursuant to Section 8.3(l) (including the Indebtedness then to be
            created, issued, assumed, guaranteed or incurred and any MARAD
            Indebtedness) would not exceed 25% of Consolidated Adjusted Net
            Worth;

            (b) in the case of Indebtedness or any Preferred Stock of a
      Restricted Subsidiary of Borrower (other than Indebtedness permitted
      pursuant to Section 8.1(a)(i) or (ii) hereof), at the time of creation,
      issuance, assumption, guarantee or incurrence thereof and after giving
      effect thereto and to the application of the proceeds thereof:

                  (i) no Default, including, without limitation, a Default under
            Section 7.3(e), or Event of Default would exist; and

                  (ii) the aggregate amount of all Indebtedness of Restricted
            Subsidiaries of Borrower (other than Indebtedness permitted pursuant
            to Section 8.1(a)(ii) hereof) plus the aggregate liquidation value
            of all Preferred Stock of Restricted Subsidiaries of Borrower
            (including the Indebtedness or Preferred Stock then to be created,
            issued, assumed, guaranteed or incurred) would not exceed 15% of
            Consolidated Adjusted Net Worth.

      8.3 LIMITATIONS ON LIENS. Create or incur, or suffer to be incurred or to
exist, any Lien on its or their property or assets, whether now owned or
hereafter acquired, or upon any income or profits therefrom, or transfer any
property for the purpose of subjecting the same to the payment of obligations in
priority to the payment of its or their general creditors, or acquire or agree
to acquire

                                       39
<PAGE>
any property or assets upon conditional sales agreements or other title
retention devices, except the following:

            (a) Liens for property taxes and assessments or governmental charges
      or levies and Liens securing claims or demands of mechanics, materialmen,
      vendors, carriers and warehousemen and other like Persons; provided that
      payment thereof is not at the time required by Section 7.1;

            (b) Liens of or resulting from any judgment or award, the time for
      the appeal or petition for rehearing of which shall not have expired, or
      in respect of which Borrower or a Restricted Subsidiary of Borrower shall
      at any time in good faith be prosecuting an appeal or proceeding for a
      review and in respect of which a stay of execution pending such appeal or
      proceeding for review shall have been secured;

            (c) Liens incidental to the conduct of business or the ownership of
      properties and assets (including Liens in connection with worker's
      compensation, unemployment insurance and other like laws, maritime,
      warehousemen's and attorneys' liens and statutory landlords' liens and
      deposits made to obtain insurance), customary statutory, common law and
      contractual rights of a bank to set-off claims of such bank against cash
      on deposit with such bank, and Liens to secure the performance of bids,
      tenders or trade contracts, or to secure statutory obligations, surety or
      appeal bonds or other Liens of like general nature, in any such case
      incurred in the ordinary course of business and not in connection with the
      borrowing of money; provided in each case, the obligation secured is not
      overdue or, if overdue, is being contested in good faith by appropriate
      actions or proceedings;

            (d) minor survey exceptions or minor defects, irregularities in
      title, encumbrances, easements, restrictions or reservations, or rights of
      others for rights-of-way, utilities and other similar purposes, or zoning
      or other restrictions as to the use of real properties, which are
      necessary for the conduct of the activities of Borrower and its Restricted
      Subsidiaries or which customarily exist on properties of corporations
      engaged in similar activities and similarly situated and which do not in
      any event materially impair their use in the operation of the business of
      Borrower and its Restricted Subsidiaries;

            (e) Liens securing Indebtedness owed Borrower or to any Wholly-owned
      Subsidiary by any Restricted Subsidiary of Borrower;

            (f) Liens existing as of the Effective Date and described on EXHIBIT
      I hereto;

            (g) Liens on the capital stock, partnership or other equity
      interests held, directly or indirectly, by Borrower or any of its
      Restricted Subsidiaries in a joint venture, provided that the proceeds of
      Indebtedness of Borrower or such Restricted Subsidiary secured by such
      Liens are in their entirety contributed or advanced to such joint venture;
      provided, further, that (i) at the time of the creation, issuance,
      assumption, guarantee or incurrence of any such Indebtedness by Borrower
      or any of its Restricted Subsidiaries and after giving effect thereto

                                       40
<PAGE>
      and to the application of the proceeds thereof, no Default or Event of
      Default would exist, (ii) any such Indebtedness, created, issued, assumed,
      guaranteed or incurred by Borrower or any of its Restricted Subsidiaries
      shall have been created within the applicable limitations of Section 8.2,
      (iii) with respect to any such Indebtedness neither Borrower or any of its
      Restricted Subsidiaries, nor any of the property or assets of Borrower or
      any of its Restricted Subsidiaries, other than proceeds realized from the
      sale or other disposition of such capital stock, partnership or other
      equity interests shall, directly or indirectly, be liable for or secure in
      any manner whatsoever the payment thereof and (iv) other than Indebtedness
      arising from a Lien on assets of Borrower or any of its Restricted
      Subsidiaries consisting of equity interest in an Unrestricted Subsidiary
      such Indebtedness shall be incurred within the limitations provided in
      Section 7.3(e) and Section 8.2(b) hereof;

            (h) Liens on the capital stock, partnership or other equity
      interests held, directly or indirectly, by Borrower or any of its
      Restricted Subsidiaries in a joint venture, provided that the proceeds of
      Indebtedness created by an Unrestricted Subsidiary or any other Affiliate
      secured by such Liens are in their entirety contributed or advanced to
      such joint venture; provided, further, that with respect to any such
      Indebtedness neither Borrower or any of its Restricted Subsidiaries, nor
      any of the property or assets of Borrower or any of its Restricted
      Subsidiaries, other than proceeds realized from the sale or other
      disposition of such capital stock, partnership or other equity interests
      shall, directly or indirectly, be liable for or secure in any manner
      whatsoever the payment thereof;

            (i) Liens created or incurred after the Effective Date given to
      secure the payment of the purchase price incurred in connection with the
      acquisition or purchase of assets useful and intended to be used in
      carrying on the business of Borrower or any of its Restricted
      Subsidiaries, so long as such Liens were not incurred, extended or renewed
      in contemplation of such acquisition or purchase; provided that (i) the
      Lien shall attach solely to the assets acquired or purchased, (ii) such
      Lien shall have been created or incurred no more than after 180 days of
      the date of acquisition or purchase, (iii) at the time of acquisition or
      purchase of such assets, the aggregate amount remaining unpaid on all
      Indebtedness secured by Liens on such assets, whether or not assumed by
      Borrower or any of its Restricted Subsidiaries, shall not exceed an amount
      equal to the lesser of the total purchase price or fair market value at
      the time of acquisition or purchase of such assets (as determined in good
      faith by the Board of Directors of Borrower), (iv) if the Indebtedness
      secured by such Liens shall have been incurred by a Restricted Subsidiary
      of Borrower, then and in such event such Indebtedness shall be incurred
      within the limitations provided in Section 7.3(e) and Section 8.2(b)
      hereof, and (v) at the time of the creation, issuance, assumption,
      guarantee or incurrence of such Indebtedness and after giving effect
      thereto and to the application of the proceeds thereof, no Default,
      including, without limitation, a Default under Section 7.3(e), or Event of
      Default would exist;

            (j) Liens created or incurred after the Effective Date existing on
      such assets at the time of acquisition thereof or at the time of
      acquisition or purchase by Borrower or any of its Restricted Subsidiaries
      of any business entity then owning such fixed assets, so long

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<PAGE>
      as such Liens were not incurred, extended or renewed in contemplation of
      such acquisition or purchase; provided that (i) the Lien shall attach
      solely to the assets acquired or purchased, (ii) if the Indebtedness
      secured by such Lien shall have been assumed by a Restricted Subsidiary of
      Borrower, then and in such event such Indebtedness shall be incurred
      within the limitations provided in Section 7.3(e) and Section 8.2(b)
      hereof, and (iii) at the time of the assumption of such Indebtedness and
      after the concurrent giving effect thereto, no Default, including, without
      limitation, a Default under Section 7.3(e), or Event of Default would
      exist;

            (k) Liens created under charters entered into by Borrower or any of
      its Restricted Subsidiaries in the ordinary course of its business, as
      owner or lessor of an asset, creating leasehold interests therein;
      provided that the creation of such Liens is otherwise permitted within the
      terms of this Agreement;

            (l) Liens created or incurred after the Effective Date given to
      secure Indebtedness of Borrower or any of its Restricted Subsidiaries in
      addition to the Liens permitted by the preceding clauses (a) through (k)
      hereof; provided that all Indebtedness secured by such Liens shall have
      been incurred within the applicable limitations provided in Section 8.2;
      and

            (m) any extension, renewal or refunding of any Lien permitted by the
      preceding clauses (f) through (k) of this Section in respect of the same
      property theretofore subject to such Lien in connection with the
      extension, renewal or refunding of the Indebtedness secured thereby;
      provided that (i) such extension, renewal or refunding of the Indebtedness
      to which such Lien relates shall be without increase in the principal
      amount remaining unpaid as of the date of such extension, renewal or
      refunding, (ii) such Lien shall attach solely to the same such property
      and (iii) at the time of the extension, renewal or refunding of such
      Indebtedness and after giving effect thereto and to the application of the
      proceeds thereof, no Default, including, without limitation, a Default
      under Section 7.3(e), or Event of Default would exist.

      8.4   DIVIDENDS, STOCK PURCHASES AND RESTRICTED INVESTMENTS.

            (a) Directly or indirectly, or through any Affiliate, declare or
      make or incur any liability to declare or make any Distribution (other
      than redemptions, acquisitions or retirements of common stock to the
      extent of net cash proceeds received from the substantially concurrent
      sale or exchange of common stock of Borrower) or make or authorize any
      Restricted Investment, unless, immediately after giving effect to the
      proposed Distribution or Restricted Investment, the aggregate amount of
      Distributions declared in the case of dividends or made in the case of
      other Distributions plus the aggregate amount of Restricted Investments
      then held by Borrower and its Restricted Subsidiaries (valued immediately
      after the making of such Restricted Investment as provided in the
      definition thereof) during the period from and after the date of this
      Agreement to and including the date of declaration in the case of a
      dividend, the date of payment in the case of any other Distribution and
      the date such Restricted Investment is made, would not exceed the sum of:

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<PAGE>
                  (i)   $25,000,000; plus

                  (ii) 50% of Consolidated Net Income (or if such Consolidated
            Net Income is a deficit figure, then minus 100% of such deficit) for
            such period determined on a cumulative basis commencing on April 1,
            1998, to and including the date of such declaration, payment or
            commitment; plus

                  (iii) an amount equal to the aggregate net cash proceeds
            received by Borrower from the sale on or after the Effective Date of
            shares of its common stock or other Securities convertible into
            common stock of Borrower or the amount that Indebtedness of Borrower
            owing to a Person other than a Subsidiary is reduced by the
            conversion or exchange after the Effective Date of such Indebtedness
            into common stock of Borrower; plus

                  (iv) to the extent not included in the determination of
            Consolidated Net Income any repayments of or returns in cash on any
            Restricted Investment previously made within the limitations of this
            Section 8.4(a), including the reissuance of treasury stock or
            issuance of new stock of Borrower in satisfaction of usual and
            customary employee benefit and other like obligations of Borrower
            and its Subsidiaries that could otherwise be settled in cash; plus

                  (v) an amount equal to the aggregate cash paid by Borrower for
            shares of common stock of Borrower to the extent additional shares
            of common stock of Borrower were issued by Borrower in connection
            with the acquisition by Borrower of assets within the twelve
            calendar month period immediately preceding the date of
            determination under this Section.

            (b) For the purposes of making computations under Section 8.4(a),
      the amount of any Distribution declared, paid or distributed or Restricted
      Investment made in property or assets of Borrower or any of its Restricted
      Subsidiaries shall be deemed to be the book value of such property or
      assets as of the date of declaration in the case of a dividend, the date
      of payment in the case of any other Distribution and the date the
      Restricted Investment is made. Any corporation which becomes a Restricted
      Subsidiary of Borrower after the date of this Agreement shall be deemed to
      have made, at the time it becomes a Restricted Subsidiary of Borrower, all
      Restricted Investments of such corporation existing immediately after it
      becomes a Restricted Subsidiary of Borrower.

            (c) Borrower will not authorize a Distribution on its capital stock
      which is not payable within 60 days of authorization. Borrower may make
      any Distribution within 60 days after the declaration thereof if at the
      time of declaration such Distribution would have complied with this
      Section.

            (d) Borrower will not authorize or make a Distribution on its
      capital stock and neither Borrower nor any of its Restricted Subsidiaries
      will make any Restricted Investment

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<PAGE>
      if after giving effect to the proposed Distribution or Restricted
      Investment a Default or an Event of Default would exist.

      8.5   MERGERS, CONSOLIDATIONS AND SALES OF ASSETS.

            (a) Consolidate with or be a party to a merger with any other
      Person, or sell, lease or otherwise dispose of all or substantially all of
      its assets; provided that:

                  (i) any Restricted Subsidiary of Borrower may merge or
            consolidate with or into Borrower or any Wholly-owned Restricted
            Subsidiary so long as in (1) any merger or consolidation involving
            Borrower, Borrower shall be the surviving or continuing corporation
            and (2) in any merger or consolidation involving a Wholly-owned
            Restricted Subsidiary (and not Borrower), the Wholly-owned
            Restricted Subsidiary shall be the surviving or continuing
            corporation;

                  (ii) Borrower may consolidate or merge with any other
            corporation if (1) Borrower is the surviving corporation in
            connection with such consolidation or merger and (2) at the time of
            such consolidation or merger and immediately after giving effect
            thereto, (A) no Default or Event of Default would exist and (B)
            Borrower would be permitted by the provisions of Section 8.2(a) to
            incur at least $1.00 of additional Indebtedness.

            (b) Sell, lease, transfer, abandon as obsolete or otherwise dispose
      of assets (except assets sold, leased or otherwise disposed of in the
      ordinary course of business for fair market value and except as provided
      in Section 8.5(a)(c); provided that the foregoing restrictions do not
      apply to:

                  (i) the sale, lease, transfer or other disposition of assets
            to Borrower or a Wholly-owned Restricted Subsidiary by a Restricted
            Subsidiary of Borrower; or

                  (ii) the sale, lease, transfer or other disposition of assets
            for cash or other property to a Person or Persons if all of the
            following conditions are met:

                        (1) in the opinion of (i) the Board of Directors of
                  Borrower if the fair market value of the assets exceeds
                  $2,500,000 or (ii) otherwise a Responsible Officer, the sale
                  is for fair value and is in the best interests of Borrower;

                        (2) immediately after the consummation of the
                  transaction and after giving effect thereto, (A) no Default or
                  Event of Default would exist and (B) Borrower would be
                  permitted by the provisions of Section 8.2(a) to incur at
                  least $1.00 of additional Indebtedness; and

                                       44
<PAGE>
                        (3) the entirety of the proceeds (net of expenses and
                  taxes arising in connection therewith) ("Net Proceeds") from
                  any such sale or other disposition shall be applied within 360
                  days of receipt thereof by Borrower or a Restricted Subsidiary
                  of Borrower either (A) to the acquisition (directly or through
                  acquisition of a Restricted Subsidiary of Borrower) of assets
                  (other than cash, cash equivalents or Securities) useful and
                  intended to be used in the operation of the business of
                  Borrower and its Restricted Subsidiaries and having a fair
                  market value (as determined in good faith by (i) the Board of
                  Directors of Borrower if the fair market value of the assets
                  exceeds $2,500,000 or (ii) otherwise a Responsible Officer) at
                  least equal to that of the assets so disposed of or (B)
                  towards the offer of prepayment at any applicable prepayment
                  premium of Senior Indebtedness of Borrower owing to any Person
                  other than a Restricted Subsidiary of Borrower or an Affiliate
                  upon the terms and conditions hereinafter provided; provided,
                  that if for any reason whatsoever Borrower does not apply all
                  of the Net Proceeds from any such sale in compliance with
                  clause (A) or (B) of this Section 8.5(b)(ii)(3) within such
                  360 day period, then and in such event the Commitments of the
                  Lenders shall, unless the Majority Lenders otherwise agree in
                  writing, automatically be reduced effective as of the
                  expiration of such 360 day period by a sum equal to the amount
                  by which the aggregate Net Proceeds from all sales or other
                  dispositions not so applied exceed $5,000,000 in the
                  aggregate.

            Computations pursuant to this Section 8.5(b) shall include
      dispositions made pursuant to Section 8.5(c) and computations pursuant to
      Section 8.5(c) shall include dispositions made pursuant to this Section
      8.5(b).

            (c) Sell, pledge or otherwise dispose of any shares of the stock or
      other ownership interests (including as "stock" for the purposes of this
      Section 8.5(c) any options or warrants to purchase stock or other
      Securities exchangeable for or convertible into stock or other ownership
      interests) of a Restricted Subsidiary of Borrower (said stock, options,
      warrants and other Securities herein called "Subsidiary Stock") or any
      Indebtedness of any Restricted Subsidiary of Borrower, nor will any
      Restricted Subsidiary of Borrower issue, sell, pledge or otherwise dispose
      of any shares of its own Subsidiary Stock, provided that the foregoing
      restrictions do not apply to:

                  (i) the issue of directors' qualifying shares or Regulatory
            Shares; or

                  (ii)  the issue of Subsidiary Stock to Borrower; or

                  (iii) the sale or transfer by Borrower or any of its
            Restricted Subsidiaries of any Subsidiary Stock to Borrower or to a
            Wholly-owned Restricted Subsidiary; or

                                       45
<PAGE>
                  (iv) any other sale or other disposition at any one time to a
            Person (other than directly or indirectly to an Affiliate) of the
            entire Investment of Borrower and its other Restricted Subsidiaries
            in any Restricted Subsidiary of Borrower if all of the following
            conditions are met:

                        (1) in the opinion of (i) Borrower's Board of Directors
                  if the fair market value of the assets exceeds $2,500,000 or
                  (ii) otherwise a Responsible Officer, the sale is for fair
                  value and is in the best interests of Borrower;

                        (2) immediately after the consummation of the
                  transaction and after giving effect thereto, such Restricted
                  Subsidiary shall have no Indebtedness of or continuing
                  Investment in the capital stock of Borrower or of any of its
                  Restricted Subsidiaries and any such Indebtedness or
                  Investment shall have been discharged or acquired, as the case
                  may be, by Borrower or a Restricted Subsidiary of Borrower;
                  and

                        (3) immediately after the consummation of the
                  transaction and after giving effect thereto, (A) no Default or
                  Event of Default would exist and (B) Borrower would be
                  permitted by the provisions of Section 8.2(a) to incur at
                  least $1.00 of additional Indebtedness; and

                        (4) the entirety of the Net Proceeds from any such sale
                  or other disposition shall be applied within 360 days of
                  receipt thereof by Borrower or a Restricted Subsidiary of
                  Borrower either (A) to the acquisition (directly or through
                  acquisition of a Restricted Subsidiary of Borrower) of assets
                  (other than cash, cash equivalents or Securities) useful and
                  intended to be used in the operation of the business of
                  Borrower and its Restricted Subsidiaries and having a fair
                  market value (as determined in good faith by (i) the Board of
                  Directors of Borrower if the fair market value of the assets
                  exceeds $2,500,000 or (ii) otherwise a Responsible Officer) at
                  least equal to that of the assets so disposed of or (B)
                  towards the offer of prepayment at any applicable prepayment
                  premium of Senior Indebtedness of Borrower owing to any Person
                  other than a Restricted Subsidiary of Borrower or an Affiliate
                  upon the terms and conditions hereinafter provided; provided,
                  that if for any reason whatsoever Borrower does not apply all
                  of the Net Proceeds from any such sale in compliance with
                  clause (A) or (B) of this Section 8.5(c)(iv)(4) within such
                  360 day period, then and in such event the Commitments of the
                  Lenders shall, unless the Majority Lenders otherwise agree in
                  writing, automatically be reduced effective as of the
                  expiration of such 360 day period by a sum equal to the amount
                  by which the aggregate Net Proceeds from all sales or other
                  dispositions not so applied exceed $5,000,000 in the
                  aggregate.

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<PAGE>
            Computations pursuant to this Section 8.5(c) shall include
      dispositions made pursuant to Section 8.5(b) and computations pursuant to
      Section 8.5(b) shall include dispositions made pursuant to this Section
      8.5(c).

      8.6 LIMITATION ON RESTRICTED AGREEMENTS. Enter into, or suffer to exist,
any agreement with any Person which, directly or indirectly, prohibits or limits
the ability of any Restricted Subsidiary of Borrower to (a) pay dividends or
make other distributions to Borrower or prepay any Indebtedness owed to
Borrower, (b) make loans or advances to Borrower or (c) transfer any of its
properties or assets to Borrower other than for such restrictions existing under
or by reason of (i) applicable law or any order or ruling by any governmental
authority; (ii) any agreement relating to any Indebtedness permitted under this
Agreement; (iii) customary non-assignment provisions of any contract; (iv)
customary restrictions on cash or other deposits imposed by customers under
contracts entered into in the ordinary course of business; (v) purchase money
obligations for property acquired in the ordinary course of business that impose
restrictions on the property so acquired; (vi) contracts for the sale of assets,
including, without limitation, customary restrictions with respect to a
Restricted Subsidiary of Borrower pursuant to an agreement that has been entered
into for the sale of all or substantially all of the capital stock or assets of
such Restricted Subsidiary; (vii) any agreement or other instrument governing
Indebtedness of a Person acquired by Borrower or any of its Restricted
Subsidiaries (or of a Subsidiary of such Person which becomes a Restricted
Subsidiary of Borrower) in existence at the time of such acquisition (but not
created in contemplation thereof), which restriction is not applicable to
Borrower or any of its Restricted Subsidiaries, or assets of any such Person,
other than the Person, or assets or Subsidiaries of the Person, so acquired; or
(viii) provisions contained in agreements relating to Indebtedness which
prohibit the transfer of all or substantially all of the assets of the obligor
thereunder unless the transferee shall assume the obligations of the obligor
under such agreement or instrument.

      8.7 NATURE OF BUSINESS. Engage in any business if, as a result, the
general nature of the business, taken on a consolidated basis, which would then
be engaged in by Borrower and its Restricted Subsidiaries would be substantially
changed from the general nature of the business engaged in by Borrower and its
Restricted Subsidiaries on the date of this Agreement and businesses related
thereto.

      8.8 TRANSACTIONS WITH AFFILIATES. Enter into or be a party to any
transaction or arrangement with any Affiliate (including, without limitation,
the purchase from, sale to or exchange of property with, or the rendering of any
service by or for, any Affiliate), except in the ordinary course of and pursuant
to the reasonable requirements of Borrower's or its applicable Restricted
Subsidiary's business and upon fair and reasonable terms not significantly less
favorable to Borrower or such Restricted Subsidiary than would obtain in a
comparable arm's-length transaction with a Person other than an Affiliate.

      8.9 DESIGNATION OF SUBSIDIARIES. Designate or redesignate any Unrestricted
Subsidiary as a Restricted Subsidiary of Borrower or designate or redesignate
any Restricted Subsidiary of Borrower as an Unrestricted Subsidiary unless the
following conditions precedent have been satisfied:

                                       47
<PAGE>
            (a) Borrower shall have given not less than 10 days' prior written
      notice to Agent that a Senior Financial Officer has made such
      determination,

            (b) at the time of such designation or redesignation and immediately
      after giving effect thereto: (i) no Default or Event of Default would
      exist and (ii) Borrower would be permitted by the provisions of Section
      8.2(a) to incur at least $1.00 of additional Indebtedness,

            (c) in the case of the designation of a Restricted Subsidiary of
      Borrower as an Unrestricted Subsidiary and after giving effect thereto,
      (i) such Unrestricted Subsidiary so designated shall not, directly or
      indirectly, own any Indebtedness or capital stock of Borrower or any of
      its Restricted Subsidiaries, (ii) such designation shall be deemed a sale
      of assets and shall be permitted by the provisions of Section 8.5(b)(ii),
      (iii) neither Borrower nor any of its Restricted Subsidiaries shall be
      liable for any Indebtedness of such Unrestricted Subsidiary so designated
      (other than Indebtedness which at the time of incurrence shall be
      permitted within the limitations of Section 8.2(b) or at the time of such
      designation shall be permitted within the limitations of Sections 8.4(a)
      and 8.2(b)), (iv) no default or condition in respect of any Indebtedness
      of such Unrestricted Subsidiary so designated could as a consequence of
      such default or condition cause or permit any Indebtedness of Borrower or
      any of its Restricted Subsidiaries to become, or to be declared, due and
      payable before its stated maturity or before its regularly scheduled dates
      of payment, (v) any continuing Investment in the capital stock of such
      Subsidiary held by Borrower or of any of its Restricted Subsidiaries shall
      at the time of such designation be permitted (without reference to
      paragraph (a) of the definition of "Restricted Investments"), within the
      limitations of Section 8.4, and (vi) such designation shall not result in
      the imposition of a Lien on the assets of Borrower or any of its
      Restricted Subsidiaries, other than a Lien permitted within the
      limitations of Section 8.3,

            (d) in the case of the designation of an Unrestricted Subsidiary as
      a Restricted Subsidiary of Borrower and after giving effect thereto: (i)
      all outstanding Indebtedness and Preferred Stock of such Restricted
      Subsidiary so designated shall be permitted within the applicable
      limitations of Section 8.2(b) and (ii) all existing Liens of such
      Restricted Subsidiary so designated shall be permitted within the
      applicable limitations of Section 8.3, other than Section 8.3(f)
      notwithstanding that any such Lien existed as of the Effective Date),

            (e) in the case of the designation of a Restricted Subsidiary of
      Borrower as an Unrestricted Subsidiary, such Restricted Subsidiary shall
      not at any time after the date of this Agreement have previously been
      designated as an Unrestricted Subsidiary more than once, and

            (f) in the case of the designation of an Unrestricted Subsidiary as
      a Restricted Subsidiary of Borrower, such Unrestricted Subsidiary shall
      not at any time after the date of this Agreement have previously been
      designated as a Restricted Subsidiary of Borrower more than once.

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<PAGE>
9.    DEFAULTS.

      9.1 EVENTS OF DEFAULT. If any one or more of the following events (herein
called "Events of Default") shall occur, then Agent may (and at the direction of
the Majority Lenders, shall) do any or all of the following: (1) without notice
to Borrower or any other Person, declare the Commitments terminated (whereupon
the Commitments shall be terminated); (2) declare the principal amount then
outstanding of and the unpaid accrued interest on the Loans and all fees and all
other amounts payable hereunder, under the Notes and under the other Loan
Documents to be forthwith due and payable, whereupon such amounts shall be and
become immediately due and payable, without notice (including, without
limitation, notice of acceleration and notice of intent to accelerate),
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by Borrower; provided that in the case of the occurrence
of an Event of Default with respect to Borrower or any of its Restricted
Subsidiaries referred to in clause (f), (g) or (h) of this Section 9.1, the
Commitments shall be automatically terminated and the principal amount then
outstanding of and unpaid accrued interest on the Loans and all fees and all
other amounts payable hereunder, under the Notes and under the other Loan
Documents shall be and become automatically and immediately due and payable,
without notice (including, without limitation, notice of acceleration and notice
of intent to accelerate), presentment, demand, protest or other formalities of
any kind, all of which are hereby expressly waived by Borrower, and (3) exercise
any or all other rights and remedies available to Agent or any of the Lenders
under the Loan Documents, at law or in equity:

            (a) PAYMENTS - (i) Borrower shall fail to make any payment or
      required prepayment of any installment of principal on the Loans payable
      under the Notes, this Agreement or the other Loan Documents when due or
      (ii) Borrower fails to make any payment or required payment of interest
      with respect to the Loans or any other fee or amount under the Notes, this
      Agreement or the other Loan Documents when due and, in the case of clause
      (ii), such failure to pay continues unremedied for a period of five days;
      or

            (b) OTHER OBLIGATIONS - Borrower or any of its Restricted
      Subsidiaries shall default in the payment when due of any principal of or
      interest on any Indebtedness having an outstanding principal amount (other
      than the Loans) of at least, in the case of any single default, $3,000,000
      and, in the case of all defaults collectively, $5,000,000 and such default
      shall continue beyond any applicable period of grace and shall give rise
      to a right on the part of the holder of such Indebtedness to accelerate
      such Indebtedness; or any event or condition shall occur which results in
      the acceleration of the maturity of any such Indebtedness or enables (or,
      with the giving of notice or lapse of time or both, would enable) the
      holder of any such Indebtedness or any Person acting on such holder's
      behalf to accelerate the maturity thereof and such event or condition
      shall not be cured within any applicable period of grace; or

            (c) REPRESENTATIONS AND WARRANTIES - any representation or warranty
      made or deemed made by or on behalf of Borrower in this Agreement or any
      other Loan Document or in any certificate furnished or made by Borrower to
      Agent or the Lenders in connection

                                       49
<PAGE>
      herewith or therewith shall prove to have been incorrect, false or
      misleading in any material respect as of the date thereof or as of the
      date as of which the facts therein set forth were stated or certified or
      deemed stated or certified; or

            (d) AFFIRMATIVE COVENANTS - (i) default shall be made in the due
      observance or performance of any of the covenants or agreements contained
      in Section 7.3 hereof or (ii) default is made in the due observance or
      performance of any of the other covenants and agreements contained in
      Section 7 hereof or any other affirmative covenant of Borrower contained
      in this Agreement or any other Loan Document and such default continues
      unremedied for a period of 30 days after (x) notice thereof is given by
      Agent to Borrower or (y) such default otherwise becomes known to any
      executive officer of Borrower, whichever is earlier; or

            (e) NEGATIVE COVENANTS - default is made in the due observance or
      performance by Borrower of any of the other covenants or agreements
      contained in Section 8 of this Agreement or of any other negative covenant
      of Borrower contained in this Agreement or any other Loan Document; or

            (f) INVOLUNTARY BANKRUPTCY OR RECEIVERSHIP PROCEEDINGS - a receiver,
      conservator, liquidator or trustee of Borrower or any of its Restricted
      Subsidiaries or of any Property of any such Person is appointed by the
      order or decree of any court or agency or supervisory authority having
      jurisdiction, and such decree or order remains in effect for more than 60
      days; or Borrower or any of its Restricted Subsidiaries is adjudicated
      bankrupt or insolvent; or any of such Person's Property is sequestered by
      court order and such order remains in effect for more than 60 days; or a
      petition is filed against Borrower or any of its Restricted Subsidiaries
      under any state or federal bankruptcy, reorganization, arrangement,
      insolvency, readjustment or debt, dissolution, liquidation or receivership
      law or any jurisdiction, whether now or hereafter in effect, and is not
      dismissed within 60 days after such filing; or

            (g) VOLUNTARY PETITIONS OR CONSENTS - Borrower or any of its
      Restricted Subsidiaries commences a voluntary case or other proceeding or
      order seeking liquidation, reorganization, arrangement, insolvency,
      readjustment of debt, dissolution, liquidation or other relief with
      respect to itself or its debts or other liabilities under any bankruptcy,
      insolvency or other similar law now or hereafter in effect or seeking the
      appointment of a trustee, receiver, liquidator, custodian or other similar
      official of it or any substantial part of its Property, or consents to any
      such relief or to the appointment of or taking possession by any such
      official in an involuntary case or other proceeding commenced against it,
      or fails generally to, or cannot, pay its debts generally as they become
      due or takes any corporate action to authorize or effect any of the
      foregoing; or

            (h) ASSIGNMENTS FOR BENEFIT OF CREDITORS OR ADMISSIONS OF INSOLVENCY
      - Borrower or any of its Restricted Subsidiaries makes an assignment for
      the benefit of its creditors, or admits in writing its inability to pay
      its debts generally as they become due, or consents to

                                       50
<PAGE>
      the appointment of a receiver, trustee, or liquidator of such Person or of
      all or any substantial part of its Property; or

            (i) UNDISCHARGED JUDGMENTS - a final judgment or judgments for the
      payment of money exceeding, in the aggregate, $5,000,000 (exclusive of
      amounts covered by insurance) is rendered by any court or other
      governmental body against Borrower or any of its Restricted Subsidiaries
      and such Person does not discharge the same or provide for its discharge
      in accordance with its terms, or procure a stay of execution thereof
      within 30 days from the date of entry thereof; or

            (j)   CHANGE OF CONTROL - any Change of Control shall occur.

      9.2 RIGHT OF SETOFF. Upon the occurrence and during the continuance of any
Event of Default, each Lender is hereby authorized at any time and from time to
time, without notice to Borrower (any such notice being expressly waived by
Borrower), to setoff and apply any and all deposits, whether general or special,
time or demand, provisional or final (but excluding the funds held in accounts
clearly designated as escrow or trust accounts held by Borrower for the benefit
of Persons which are not Affiliates of Borrower), whether or not such setoff
results in any loss of interest or other penalty, and including without
limitation all certificates of deposit, at any time held, and any other funds or
Property at any time held, and other Indebtedness at any time owing by such
Lender to or for the credit or the account of Borrower against any and all of
the Obligations irrespective of whether or not such Lender or Agent will have
made any demand under this Agreement, the Notes or any other Loan Document. Each
Lender agrees to promptly notify Borrower and Agent after any such setoff and
application, provided that the failure to give such notice will not affect the
validity of such setoff and application. The rights of Agent and the Lenders
under this Section are in addition to other rights and remedies (including
without limitation other rights of setoff) which Agent or the Lenders may have.
This Section is subject to the terms and provisions of Sections 4.5 and 11.7
hereof.

      9.3 REMEDIES CUMULATIVE. No remedy, right or power conferred upon Agent or
any Lender is intended to be exclusive of any other remedy, right or power given
hereunder or now or hereafter existing at law, in equity, or otherwise, and all
such remedies, rights and powers shall be cumulative.

10.   AGENT.

      10.1 APPOINTMENT, POWERS AND IMMUNITIES. Each Lender hereby irrevocably
appoints and authorizes Agent to act as its agent hereunder and under the other
Loan Documents with such powers as are specifically delegated to Agent by the
terms hereof and thereof, together with such other powers as are reasonably
incidental thereto. Any Loan Documents executed in favor of Agent shall be held
by Agent for the ratable benefit of the Lenders. Agent ("Agent" as used in this
Section 10 shall include reference to its Affiliates and its own and its
Affiliates' respective officers, shareholders, directors, employees and agents)
(a) shall not have any duties or responsibilities except those expressly set
forth in this Agreement and the other Loan Documents, and shall not by reason

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of this Agreement or any other Loan Document be a trustee or fiduciary for any
Lender; (b) shall not be responsible to any Lender for any recitals, statements,
representations or warranties contained in this Agreement or any other Loan
Document, or in any certificate or other document referred to or provided for
in, or received by any of them under, this Agreement or any other Loan Document,
or for the value, validity, effectiveness, genuineness, enforceability,
execution, filing, registration, collectibility, recording, perfection,
existence or sufficiency of this Agreement or any other Loan Document or any
other document referred to or provided for herein or therein or any Property
covered thereby or for any failure by Borrower or any other Person to perform
any of its obligations hereunder or thereunder, and shall not have any duty to
inquire into or pass upon any of the foregoing matters; (c) shall not be
required to initiate or conduct any litigation or collection proceedings
hereunder or under any other Loan Document except to the extent requested by the
Majority Lenders; (d) shall not be responsible for any mistake of law or fact or
any action taken or omitted to be taken by it hereunder or under any other Loan
Document or any other document or instrument referred to or provided for herein
or therein or in connection herewith or therewith, INCLUDING, WITHOUT
LIMITATION, PURSUANT TO ITS OWN NEGLIGENCE, except for its own gross negligence
or willful misconduct; (e) shall not be bound by or obliged to recognize any
agreement among or between Borrower and any Lender to which Agent is not a
party, regardless of whether Agent has knowledge of the existence of any such
agreement or the terms and provisions thereof; (f) shall not be charged with
notice or knowledge of any fact or information not herein set out or provided to
Agent in accordance with the terms of this Agreement or any other Loan Document;
(g) shall not be responsible for any delay, error, omission or default of any
mail, telegraph, cable or wireless agency or operator, and (h) shall not be
responsible for the acts or edicts of any Governmental Authority. Agent may
employ agents and attorneys-in-fact and shall not be responsible for the
negligence or misconduct of any such agents or attorneys-in-fact selected by it
with reasonable care.

      10.2 RELIANCE. Agent shall be entitled to rely upon any certification,
notice or other communication (including any thereof by telephone, telegram or
cable) believed by it to be genuine and correct and to have been signed or sent
by or on behalf of the proper Person or Persons, and upon advice and statements
of legal counsel (which may be counsel for Borrower), independent accountants
and other experts selected by Agent. Agent shall not be required in any way to
determine the identity or authority of any Person delivering or executing the
same. As to any matters not expressly provided for by this Agreement or any
other Loan Document, Agent shall in all cases be fully protected in acting, or
in refraining from acting, hereunder and thereunder in accordance with
instructions of the Majority Lenders, and any action taken or failure to act
pursuant thereto shall be binding on all of the Lenders. If any order, writ,
judgment or decree shall be made or entered by any court affecting the rights,
duties and obligations of Agent under this Agreement or any other Loan Document,
then and in any of such events Agent is authorized, in its sole discretion, to
rely upon and comply with such order, writ, judgment or decree which it is
advised by legal counsel of its own choosing is binding upon it under the terms
of this Agreement, the relevant Loan Document or otherwise; and if Agent
complies with any such order, writ, judgment or decree, then it shall not be
liable to any Lender or to any other Person by reason of such compliance even
though such order, writ, judgment or decree may be subsequently reversed,
modified, annulled, set aside or vacated.

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<PAGE>
      10.3 DEFAULTS. Agent shall not be deemed to have knowledge of the
occurrence of a Default or Event of Default (other than the non-payment of
principal of or interest on Loans) unless Agent has received notice from a
Lender or Borrower specifying such Default or Event of Default and stating that
such notice is a "Notice of Default." In the event that Agent receives such a
Notice of Default, Agent shall give prompt notice thereof to the Lenders (and
shall give each Lender prompt notice of each such non-payment). Agent shall
(subject to Section 10.7 hereof) take such action with respect to such Notice of
Default as shall be directed by the Majority Lenders and within its rights under
the Loan Documents and at law or in equity, provided that, unless and until
Agent shall have received such directions, Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, permitted hereby with
respect to such Notice of Default as it shall deem advisable in the best
interests of the Lenders and within its rights under the Loan Documents, at law
or in equity.

      10.4 MATERIAL WRITTEN NOTICES. In the event that Agent receives any
written notice of a material nature from Borrower under the Loan Documents,
Agent shall promptly inform each of the Lenders thereof.

      10.5 RIGHTS AS A LENDER. With respect to its Commitments and the Loans
made by it, Wells Fargo in its capacity as a Lender hereunder shall have the
same rights and powers hereunder as any other Lender and may exercise the same
as though it were not acting in its agency capacity, and the term "Lender" or
"Lenders" shall, unless the context otherwise indicates, include Agent in its
individual capacity. Agent may (without having to account therefor to any
Lender) accept deposits from, lend money to and generally engage in any kind of
banking, trust, letter of credit, agency or other business with Borrower (and
any of its Affiliates) as if it were not acting as Agent; and Agent may accept
fees and other consideration from Borrower (in addition to the fees heretofore
agreed to between Borrower and Agent) for services in connection with this
Agreement or otherwise without having to account for the same to the Lenders.

      10.6 INDEMNIFICATION. The Lenders agree to indemnify Agent (to the extent
not reimbursed under Section 11.3 or Section 11.4 hereof, but without limiting
the obligations of Borrower under said Sections 11.3 and 11.4), ratably in
accordance with the Lenders' respective Commitments (or, after termination of
the Commitments, ratably in accordance with the Loans held by them,
respectively), for any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY
THE NEGLIGENCE OF ANY INDEMNIFIED PARTIES, which may be imposed on, incurred by
or asserted against Agent in any way relating to or arising out of this
Agreement or any other Loan Document or any other documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
(including, without limitation, the costs and expenses which Borrower is
obligated to pay under Sections 11.3 and 11.4 hereof, interest, penalties,
attorneys' fees and amounts paid in settlement, but excluding, unless an Event
of Default has occurred and is continuing, normal administrative costs and
expenses incident to the performance of its agency duties hereunder) or the
enforcement of any of the terms hereof or thereof or of any such other
documents; provided that no Lender shall be liable for any of the foregoing to
the extent they arise from the gross negligence or willful misconduct of

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the party to be indemnified. The obligations of the Lenders under this Section
10.6 shall survive the termination of this Agreement and the repayment of the
Obligations.

      10.7 NON-RELIANCE ON AGENT AND OTHER LENDERS. Each Lender agrees that it
has received current financial information with respect to Borrower that it has,
independently and without reliance on Agent or any other Lender and based on
such documents and information as it has deemed appropriate, made its own credit
analysis of Borrower and decision to enter into this Agreement and that it will,
independently and without reliance upon Agent or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own analysis and decisions in taking or not taking action
under this Agreement or any of the other Loan Documents. Agent shall not be
required to keep itself informed as to the performance or observance by Borrower
of this Agreement or any of the other Loan Documents or any other document
referred to or provided for herein or therein or to inspect the Properties or
books of any Person. Except for notices, reports and other documents and
information expressly required to be furnished to the Lenders by Agent hereunder
or under the other Loan Documents, Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the affairs, financial condition or business of any Person which may
come into the possession of Agent.

      10.8 FAILURE TO ACT. Except for action expressly required of Agent
hereunder or under the other Loan Documents, Agent shall in all cases be fully
justified in failing or refusing to act hereunder and thereunder unless it shall
receive further assurances to its satisfaction by the Lenders of their
indemnification obligations under Section 10.6 hereof against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action.

      10.9 RESIGNATION OR REMOVAL OF AGENT. Subject to the appointment and
acceptance of a successor Agent as provided below, Agent may resign at any time
by giving notice thereof to the Lenders and Borrower, and Agent may be removed
at any time with or without cause by the Majority Lenders; provided, that Agent
shall continue as Agent until such time as any successor shall have accepted
appointment as Agent hereunder. Upon any such resignation or removal, (i) the
Majority Lenders with the consent of Borrower unless an Event of Default has
occurred and is continuing shall have the right to appoint a successor Agent so
long as such successor Agent is also a Lender at the time of such appointment
and (ii) the Majority Lenders shall have the right to appoint a successor Agent
that is not a Lender at the time of such appointment so long as Borrower
consents to such appointment (which consent shall not be unreasonably withheld).
If no successor Agent shall have been so appointed by the Majority Lenders and
accepted such appointment within 30 days after the retiring Agent's giving of
notice of resignation or the Majority Lenders' removal of the retiring Agent,
then the retiring Agent may, on behalf of the Lenders, appoint a successor
Agent. Any successor Agent shall be a bank which has an office in the United
States and a combined capital and surplus of at least $250,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent and the retiring
Agent shall be discharged from its duties and obligations hereunder and under
any other Loan Documents. Such successor Agent shall promptly specify by notice
to Borrower its Payment Office referred to in Section 3.1 and Section 4 hereof.
After any retiring Agent's resignation or removal hereunder as Agent, the

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provisions of this Section 10 shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting as
Agent.

      10.10 NO PARTNERSHIP. Neither the execution and delivery of this Agreement
nor any of the other Loan Documents nor any interest the Lenders, Agent or any
of them may now or hereafter have in all or any part of the Obligations shall
create or be construed as creating a partnership, joint venture or other joint
enterprise between the Lenders or among the Lenders and Agent. The relationship
between the Lenders, on the one hand, and Agent, on the other, is and shall be
that of principals and agent only, and nothing in this Agreement or any of the
other Loan Documents shall be construed to constitute Agent as trustee or other
fiduciary for any Lender or to impose on Agent any duty, responsibility or
obligation other than those expressly provided for herein and therein.

      10.11 AUTHORITY OF AGENT. Each Lender acknowledges that the rights and
responsibilities of Agent under this Agreement and the Loan Documents with
respect to any action taken by Agent or the exercise or non-exercise by Agent of
any option, right, request, judgment or other right or remedy provided for
herein or resulting or arising out of this Agreement and/or the other Loan
Documents shall, as between Agent and the Lenders, be governed by this Agreement
and by such other agreements with respect thereto as may exist from time to time
among them, but, as between Agent and Borrower, Agent shall be conclusively
presumed to be acting as agent for the Lenders with full and valid authority so
to act or refrain from acting; and Borrower shall not be under any obligation,
or entitlement, to make any inquiry respecting such authority.

11.   MISCELLANEOUS.

      11.1 WAIVER. No waiver of any Default or Event of Default shall be a
waiver of any other Default or Event of Default. No failure on the part of Agent
or any Lender to exercise and no delay in exercising, and no course of dealing
with respect to, any right, power or privilege under any Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, power or privilege thereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The remedies
provided in the Loan Documents are cumulative and not exclusive of any remedies
provided by law or in equity.

      11.2 NOTICES. All notices and other communications provided for herein
(including, without limitation, any modifications of, or waivers or consents
under, this Agreement) shall be given or made by telegraph, telecopy (confirmed
by mail), cable or other writing and telecopied, telegraphed, cabled, mailed or
delivered to the intended recipient at the "Address for Notices" specified below
its name on the signature pages hereof (or provided for in an Assignment and
Acceptance); or, as to any party hereto, at such other address as shall be
designated by such party in a notice (given in accordance with this Section) (i)
as to Borrower, to Agent, (ii) as to Agent, to Borrower and to each Lender, and
(iii) as to any Lender, to Borrower and Agent. Except as otherwise provided in
this Agreement, all such notices or communications shall be deemed to have been
duly given when (i) transmitted by telecopier or delivered to the telegraph or
cable office, (ii) personally delivered, (iii) one Business Day after deposit
with a nationally recognized overnight mail or delivery service, postage prepaid
or (iv) three Business Days' after deposit in a receptacle

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<PAGE>
maintained by the United States Postal Service, postage prepaid, registered or
certified mail, return receipt requested, in each case given or addressed as
aforesaid.

      11.3 EXPENSES, ETC. Whether or not any Loan is ever made, Borrower shall
pay or reimburse within 10 Business Days after written demand (a) Agent for
paying the reasonable fees and expenses of legal counsel to Agent, together with
the reasonable fees and expenses of each local counsel to Agent, in connection
with the preparation, negotiation, execution and delivery of this Agreement
(including the exhibits and schedules hereto) and the other Loan Documents and
the making of the Loans, and any modification, supplement or waiver of any of
the terms of this Agreement or any other Loan Document; (b) Agent for any
reasonable and customary lien search fees; (c) Agent for reasonable
out-of-pocket expenses incurred in connection with the preparation,
documentation of the Loans or any of the Loan Documents of the Loans; (d) Agent
for paying all transfer, stamp, documentary or other similar taxes, assessments
or charges levied by any governmental or revenue authority in respect of this
Agreement or any other Loan Document or any other document referred to herein or
therein; and (e) following the occurrence and during the continuation of an
Event of Default, any Lender or Agent for paying all amounts reasonably
expended, advanced or incurred by such Lender or Agent to satisfy any obligation
of Borrower under this Agreement or any other Loan Document, to collect the
Obligations or to enforce, protect, preserve or defend the rights of the Lenders
or Agent under this Agreement or any other Loan Document, including, without
limitation, fees and expenses incurred in connection with such Lender's or
Agent's participation as a member of a creditor's committee in a case commenced
with Borrower or any of its Restricted Subsidiaries as debtor under the
Bankruptcy Code or other similar law, fees and expenses incurred in connection
with lifting the automatic stay prescribed in ss.362 of the Bankruptcy Code and
fees and expenses incurred in connection with any action pursuant to ss.1129 of
the Bankruptcy Code and all other reasonable and customary out-of-pocket
expenses incurred by such Lender or Agent in connection with such matters,
together with interest thereon at the Past Due Rate on each such amount from the
due date until the date of reimbursement to such Lender or Agent.

      11.4 INDEMNIFICATION. Borrower shall indemnify each of Agent, the Lenders,
any Person that was previously a Lender hereunder and each affiliate thereof and
their respective directors, officers, employees and agents from, and hold each
of them harmless against, any and all losses, liabilities, claims or damages to
which any of them may become subject, REGARDLESS OF WHETHER CAUSED IN WHOLE OR
IN PART BY THE NEGLIGENCE OF ANY INDEMNIFIED PARTIES, insofar as such losses,
liabilities, claims or damages arise out of or result from any (i) actual or
proposed use by Borrower of the proceeds of any extension of credit (whether a
Loan) by any Lender hereunder; (ii) breach by Borrower of this Agreement or any
other Loan Document; (iii) violation by Borrower or any of its Restricted
Subsidiaries of any Legal Requirement, or (iv) investigation, litigation or
other proceeding relating to any of the foregoing, and Borrower shall reimburse
Agent, each Lender, and each Affiliate thereof and their respective directors,
officers, employees and agents, upon demand for any reasonable and customary
expenses (including reasonable and customary legal fees) incurred in connection
with any such investigation or proceeding; provided, however, that Borrower
shall not have any obligations pursuant to this Section with respect to any
losses, liabilities, claims, damages or expenses incurred by the Person

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<PAGE>
seeking indemnification by reason of the gross negligence or willful misconduct
of that Person or with respect to any disputes between or among any of Agent and
Lenders. Nothing in this Section is intended to limit the obligations of
Borrower under any other provision of this Agreement. In the case of any
indemnification hereunder, Agent or the respective Lender, as appropriate, shall
give written notice to Borrower of any such claim or demand being made against
an indemnified person and Borrower shall have the non-exclusive right to join in
the defense against any such claim or demand, provided that if Borrower provides
a defense, the indemnified person shall bear its own cost of defense unless
there is a conflict of interests between Borrower and such indemnified person.
No Indemnified Person may settle any claim to be indemnified without the consent
of Borrower, such consent not to be unreasonably withheld or delayed and not to
be required if an Event of Default specified in Section 9.1(f), (g) or (h)
exists.

      11.5 AMENDMENTS, ETC. No amendment or modification of this Agreement, the
Notes or any other Loan Document shall in any event be effective against
Borrower unless the same shall be agreed or consented to in writing by such
Person. No amendment, modification or waiver of any provision of this Agreement,
the Notes or any other Loan Document, nor any consent to any departure by
Borrower therefrom, shall in any event be effective against the Lenders unless
the same shall be agreed or consented to in writing by the Majority Lenders, and
each such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given; provided, that no amendment,
modification, waiver or consent shall, unless in writing and signed by each
Lender affected thereby, do any of the following: (a) increase any Commitment of
any of the Lenders (or reinstate any termination or reduction of the
Commitments) or subject any of the Lenders to any additional obligations; (b)
reduce the principal of, or interest on, any Loan or fee hereunder; (c) postpone
or extend the Maturity Date or any scheduled date fixed for any payment of
principal of, or interest on, any Loan, fee or other sum to be paid hereunder or
waive any Event of Default described in Section 9.1(a) hereof; (d) change the
percentage of any of the Commitments or of the aggregate unpaid principal amount
of any of the Loans, or the percentage of Lenders, which shall be required for
the Lenders or any of them to take any action under this Agreement, or (e)
change any provision contained in Sections 7.9, 11.3 or 11.4 hereof or this
Section 11.5. Notwithstanding anything in this Section 11.5 to the contrary, no
amendment, modification, waiver or consent shall be made with respect to Section
10 without the consent of Agent to the extent it affects Agent, as Agent.

      11.6  SUCCESSORS AND ASSIGNS.

            (a) This Agreement shall be binding upon and inure to the benefit of
      Borrower, Agent and the Lenders and their respective successors and
      permitted assigns; provided, however, that, except as permitted by Section
      8.5 hereof, Borrower may not assign or transfer any of its rights or
      obligations hereunder without the prior written consent of all of the
      Lenders, and any such assignment or transfer without such consent shall be
      null and void. Each Lender may sell participations to any Person in all or
      part of any Loan, or all or part of its Notes or Commitments, in which
      event, without limiting the foregoing, the provisions of the Loan
      Documents shall inure to the benefit of each purchaser of a participation;
      provided, however, the pro rata treatment of payments, as described in
      Section 4.2 hereof and rights

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<PAGE>
      to compensation under Sections 3.3 and 7.9 hereof, shall be determined as
      if such Lender had not sold such participation. Any Lender that sells one
      or more participations to any Person shall not be relieved by virtue of
      such participation from any of its obligations to Borrower under this
      Agreement relating to the Loans. In the event any Lender shall sell any
      participation, such Lender shall retain the sole right and responsibility
      to enforce the obligations of Borrower relating to the Loans, including,
      without limitation, the right to approve any amendment, modification or
      waiver of any provision of this Agreement other than amendments,
      modifications or waivers with respect to (i) any fees payable hereunder to
      the Lenders and (ii) the amount of principal or the rate of interest
      payable on, or the dates fixed for the scheduled repayment of principal
      of, the Loans.

            (b) Each Lender may assign to one or more Lenders or any other
      Person all or a portion of its interests, rights and obligations under
      this Agreement; provided, however, that (i) the amount of the Commitment
      of the assigning Lender subject to each such assignment shall in no event
      be less than $5,000,000; (ii) other than in the case of an assignment to
      another Lender (that is, at the time of the assignment, a party hereto) or
      to an Affiliate of such Lender or to a Federal Reserve Bank, Agent and, so
      long as no Event of Default shall have occurred and be continuing,
      Borrower must each give its prior written consent, which consents shall
      not be unreasonably withheld, and (iii) the parties to each such
      assignment shall execute and deliver to Agent, for its acceptance an
      Assignment and Acceptance in substantially the form of EXHIBIT D hereto
      (each an "Assignment and Acceptance") with blanks appropriately completed,
      together with any Note or Notes subject to such assignment and a
      processing and recording fee of $3,000 paid by the assignee (for which
      Borrower will have no liability). Upon such execution, delivery and
      acceptance, from and after the effective date specified in each Assignment
      and Acceptance, (A) the assignee thereunder shall be a party hereto and,
      to the extent provided in such Assignment and Acceptance, have the rights
      and obligations of a Lender hereunder and (B) the Lender thereunder shall,
      to the extent provided in such Assignment and Acceptance, be released from
      its obligations under this Agreement (and, in the case of an Assignment
      and Acceptance covering all or the remaining portion of an assigning
      Lender's rights and obligations under this Agreement, such Lender shall
      cease to be a party hereto except in respect of provisions of this
      Agreement which survive payment of the Obligations and termination of the
      Commitments). Notwithstanding anything contained in this Agreement to the
      contrary, any Lender may at any time assign all or any portion of its
      rights under this Agreement and the Notes issued to it as collateral to a
      Federal Reserve Bank; provided that no such assignment shall release such
      Lender from any of its obligations hereunder.

            (c) By executing and delivering an Assignment and Acceptance, the
      Lender assignor thereunder and the assignee thereunder confirm to and
      agree with each other and the other parties hereto as follows: (i) other
      than the representation and warranty that it is the legal and beneficial
      owner of the interest being assigned thereby free and clear of any adverse
      claim, such Lender assignor makes no representation or warranty and
      assumes no responsibility with respect to any statements, warranties or
      representations made in or in connection with this Agreement or any of the
      other Loan Documents or the execution,

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<PAGE>
      legality, validity, enforceability, genuineness, sufficiency or value of
      this Agreement or any of the other Loan Documents or any other instrument
      or document furnished pursuant thereto; (ii) such Lender assignor makes no
      representation or warranty and assumes no responsibility with respect to
      the financial condition of Borrower or the performance or observance by
      Borrower of any of its obligations under this Agreement or any of the
      other Loan Documents to which it is a party or any other instrument or
      document furnished pursuant hereto; (iii) such assignee confirms that it
      has received a copy of this Agreement, together with copies of the
      financial statements most recently delivered under either Section 6.2 or
      Section 7.2 hereof and such other documents and information as it has
      deemed appropriate to make its own credit analysis and decision to enter
      into such Assignment and Acceptance; (iv) such assignee will,
      independently and without reliance upon Agent, such Lender assignor or any
      other Lender and based on such documents and information as it shall deem
      appropriate at the time, continue to make its own credit decisions in
      taking or not taking action under this Agreement and the other Loan
      Documents; (v) such assignee appoints and authorizes Agent to take such
      action as agent on its behalf and to exercise such powers under this
      Agreement and the other Loan Documents as are delegated to Agent by the
      terms hereof, together with such powers as are reasonably incidental
      thereto; and (vi) such assignee agrees that it will perform in accordance
      with their terms all obligations that by the terms of this Agreement and
      the other Loan Documents are required to be performed by it as a Lender.

            (d) The entries in the records of Agent as to each Assignment and
      Acceptance delivered to it and the names and addresses of the Lenders and
      the Commitments of, and principal amount of the Loans owing to, each
      Lender from time to time shall be conclusive, in the absence of manifest
      error, and Borrower, Agent and the Lenders may treat each Person the name
      of which is recorded in the books and records of Agent as a Lender
      hereunder for all purposes of this Agreement and the other Loan Documents.

            (e) Upon Agent's receipt of an Assignment and Acceptance executed by
      an assigning Lender and the assignee thereunder, together with any Note or
      Notes subject to such assignment and the written consent to such
      assignment (to the extent consent is required), Agent shall, if such
      Assignment and Acceptance has been completed with blanks appropriately
      filled, (i) accept such Assignment and Acceptance, (ii) record the
      information contained therein in its records and (iii) give prompt notice
      thereof to Borrower. Within five Business Days after receipt of notice,
      Borrower, at its own expense, shall execute and deliver to Agent in
      exchange for the surrendered Note a new Note to the order of such assignee
      in an amount equal to the Commitment assumed by it pursuant to such
      Assignment and Acceptance and, if the assigning Lender has retained a
      Commitment hereunder, a new Note to the order of the assigning Lender in
      an amount equal to the Commitment retained by it hereunder. Such new Notes
      shall be in an aggregate principal amount equal to the aggregate principal
      amount of such surrendered Notes, shall be dated the effective date of
      such Assignment and Acceptance and shall otherwise be in substantially the
      form of the respective Note. Thereafter, such surrendered Notes shall be
      marked renewed and substituted and the originals thereof delivered to
      Borrower (with copies to be retained by Agent).

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<PAGE>
            (f) Any Lender may, in connection with any assignment or
      participation or proposed assignment or participation pursuant to this
      Section 11.6, disclose to the assignee or participant or proposed assignee
      or participant, any information relating to Borrower furnished to such
      Lender by or on behalf of Borrower; provided such Person agrees to
      maintain the confidentiality of such information in accordance with
      Section 11.16.

      11.7 LIMITATION OF INTEREST. The parties hereto intend to strictly comply
with all applicable federal and Texas laws, including applicable usury laws (or
the usury laws of any jurisdiction whose usury laws are deemed to apply to the
Notes or any other Loan Documents). Accordingly, the provisions of this Section
11.7 shall govern and control over every other provision of this Agreement or
any other Loan Document which conflicts or is inconsistent with this Section,
even if such provision declares that it controls. As used in this Section, the
term "interest" includes the aggregate of all charges, fees, benefits or other
compensation which constitute interest under applicable law, provided that, to
the maximum extent permitted by applicable law, (a) any non-principal payment
shall be characterized as an expense or as compensation for something other than
the use, forbearance or detention of money and not as interest, and (b) all
interest at any time contracted for, reserved, charged or received shall be
amortized, prorated, allocated and spread, in equal parts during the full term
of the Obligations. In no event shall Borrower or any other Person be obligated
to pay, or Agent or any Lender have any right or privilege to reserve, receive
or retain, (a) any interest in excess of the maximum amount of nonusurious
interest permitted under the laws of the State of Texas or the applicable laws
(if any) of the United States or of any other jurisdiction, or (b) total
interest in excess of the amount which such Person could lawfully have
contracted for, reserved, received, retained or charged had the interest been
calculated for the full term of the Obligations at the Ceiling Rate. The daily
interest rates to be used in calculating interest at the Ceiling Rate shall be
determined by dividing the applicable Ceiling Rate per annum by the number of
days in the calendar year for which such calculation is being made. None of the
terms and provisions contained in this Agreement or in any other Loan Document
(including, without limitation, Section 9.1 hereof) which directly or indirectly
relate to interest shall ever be construed without reference to this Section
11.7, or be construed to create a contract to pay for the use, forbearance or
detention of money at an interest rate in excess of the Ceiling Rate. If the
term of any Obligation is shortened by reason of acceleration of maturity as a
result of any Default or by any other cause, or by reason of any required or
permitted prepayment, and if for that (or any other) reason Agent or any Lender
at any time, including but not limited to, the stated maturity, is owed or
receives (and/or has received) interest in excess of interest calculated at the
Ceiling Rate, then and in any such event all of any such excess interest shall
be canceled automatically as of the date of such acceleration, prepayment or
other event which produces the excess, and, if such excess interest has been
paid to such Person, it shall be credited pro tanto against the then-outstanding
principal balance of Borrower's obligations to such Person, effective as of the
date or dates when the event occurs which causes it to be excess interest, until
such excess is exhausted or all of such principal has been fully paid and
satisfied, whichever occurs first, and any remaining balance of such excess
shall be promptly refunded to its payor.

      11.8 SURVIVAL. The obligations of Borrower under Sections 7.9, 11.3 and
11.4 hereof and all other obligations of Borrower in any other Loan Document (to
the extent stated therein) and the

                                       60
<PAGE>
obligations of the Lenders under Sections 4.1(d), 10.6, 11.7, 11.13 and 11.16
hereof, shall, notwithstanding anything herein to the contrary, survive the
repayment of the Loans and the termination of the Commitments.

      11.9 CAPTIONS. Captions and section headings appearing herein are included
solely for convenience of reference and are not intended to affect the
interpretation of any provision of this Agreement.

      11.10 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
agreement and any of the parties hereto may execute this Agreement by signing
any such counterpart.

      11.11 GOVERNING LAW. THIS AGREEMENT AND (EXCEPT AS THEREIN PROVIDED) THE
OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
APPLICABLE LAWS OF THE STATE OF TEXAS AND THE UNITED STATES OF AMERICA FROM TIME
TO TIME IN EFFECT.

      11.12 SEVERABILITY. Whenever possible, each provision of the Loan
Documents shall be interpreted in such manner as to be effective and valid under
applicable law. If any provision of any Loan Document shall be invalid, illegal
or unenforceable in any respect under any applicable law, the validity, legality
and enforceability of the remaining provisions of such Loan Document shall not
be affected or impaired thereby.

      11.13 TAX FORMS. Each Lender which is organized under the laws of a
jurisdiction outside the United States shall, on the day of the initial
borrowing from each such Lender hereunder and from time to time thereafter if
requested by Borrower or Agent, provide Agent and Borrower with the forms
prescribed by the Internal Revenue Service of the United States certifying as to
such Lender's status for purposes of determining exemption from United States
withholding taxes with respect to all payments to be made to such Lender
hereunder or other documents satisfactory to such Lender, Borrower and Agent
indicating that all payments to be made to such Lender hereunder are not subject
to United States withholding tax or are subject to such tax at a rate reduced by
an applicable tax treaty. If a Lender determines, as a result of any change in
either (i) applicable law, regulation or treaty, or in any official application
thereof or (ii) its circumstances, that it is unable to submit any form or
certificate that it is obligated to submit pursuant to this Section, or that it
is required to withdraw or cancel any such form or certificate previously
submitted, it shall promptly notify Borrower and Agent of such fact. Unless
Borrower and Agent shall have received such forms or such documents indicating
that payments hereunder are not subject to United States withholding tax or are
subject to such tax at a rate reduced by an applicable tax treaty, Borrower or
Agent shall withhold taxes from such payments at the applicable statutory rate.
Each Lender agrees to indemnify and hold harmless from any United States taxes,
penalties, interest and other expenses, costs and losses incurred or payable by
(i) Agent as a result of such Lender's failure to submit any form or certificate
that it required to provide pursuant to this Section or (ii) Borrower or Agent
as a result of their reliance on any representation, form or certificate which
such Lender has provided to them pursuant to this Section.

                                       61
<PAGE>
      11.14 CONFLICTS BETWEEN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. In
the event of any conflict between the terms of this Agreement and the terms of
any of the other Loan Documents, the terms of this Agreement shall control.

      11.15 LIMITATION ON CHARGES; SUBSTITUTE LENDERS; NON-DISCRIMINATION.
Anything in Sections 3.3(c) or 7.9 notwithstanding:

            (1) Borrower shall not be required to pay to any Lender
      reimbursement or indemnification with regard to any costs or expenses
      described in such Sections, unless such Lender notifies Borrower of such
      costs or expenses within 90 days after the date paid or incurred;

            (2) none of the Lenders shall be permitted to pass through to
      Borrower charges and costs under such Sections on a discriminatory basis
      (i.e., which are not also passed through by such Lender to other customers
      of such Lender similarly situated where such customer is subject to
      documents providing for such pass through); and

            (3) if any Lender elects to pass through to Borrower any material
      charge or cost under such Sections or elects to terminate the availability
      of LIBOR Borrowings for any material period of time, Borrower may, within
      60 days after the date of such event and so long as no Default shall have
      occurred and be continuing, elect to terminate such Lender as a party to
      this Agreement; provided that, concurrently with such termination Borrower
      shall (i) if Agent and each of the other Lenders shall consent, pay that
      Lender all principal, interest and fees and other amounts owed to such
      Lender through such date of termination or (ii) have arranged for another
      financial institution approved by Agent (such approval not to be
      unreasonably withheld or delayed) as of such date, to become a substitute
      Lender for all purposes under this Agreement in the manner provided in
      Section 11.6; provided further that, prior to substitution for any Lender,
      Borrower shall have given written notice to Agent of such intention and
      the Lenders shall have the option, but no obligation, for a period of 60
      days after receipt of such notice, to increase their Commitments in order
      to replace the affected Lender in lieu of such substitution.
      Notwithstanding anything herein to the contrary, in no event shall any
      Lender be terminated as provided above without receiving all principal,
      interest, fees and other amounts owed to such Lender through the date of
      termination.

      11.16 CONFIDENTIALITY. Each Lender agrees to exercise its reasonable
efforts to keep any information delivered or made available by Borrower which is
clearly indicated to be confidential information, confidential from anyone other
than Persons employed or retained by such Lender or any of its Affiliates who
are or are expected to become engaged in evaluating, approving, structuring or
administering the Loans; provided that nothing herein shall prevent any Lender
from disclosing such information (a) to any other Lender; (b) pursuant to
subpoena or upon the order of any court or administrative agency; (c) upon the
request or demand of any regulatory agency or authority having jurisdiction over
such Lender; (d) which has been publicly disclosed; (e) to the extent reasonably
required in connection with any litigation to which Agent, any Lender, Borrower
or their

                                       62
<PAGE>
respective Affiliates may be a party; (f) to the extent reasonably required in
connection with the exercise of any remedy hereunder; (g) to such Lender's bank
counsel and independent auditors; and (h) to any actual or proposed participant
or assignee of all or part of its rights hereunder which has agreed in writing
to be bound by the provisions of this Section.

            NOTICE PURSUANT TO TEX. BUS. & COMM. CODE SECTION 26.02

      THE LOAN AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND ALL OTHER LOAN
DOCUMENTS EXECUTED BY ANY OF THE PARTIES PRIOR HERETO OR SUBSTANTIALLY
CONCURRENTLY HEREWITH CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

                  [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

                         [SIGNATURES BEGIN ON NEXT PAGE]

                                       63
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the Effective Date.

                                   OCEANEERING INTERNATIONAL, INC.,
                                   a Delaware corporation

                                   By: ________________________________________
                                       Robert P. Mingoia
                                       Treasurer

                                   Address for Notices:

                                   11911 FM 529
                                   Houston, Texas  77041
                                   Attention:  Chief Financial Officer
                                   Telecopy No.:  (713) 329-4653

                                   WELLS FARGO BANK (TEXAS), NATIONAL
                                   ASSOCIATION, as Administrative Agent, Lead
                                   Arranger and Book Manager and as a Lender

                                   By: ________________________________________
                                       Bret C. West
                                       Vice President


                                   Address for Notices:

Commitment:                        201 Third Street, 8th floor
$20,000,000.00                     San Francisco, California 94103
                                   A/C 4081-657421
                                   Attention:  Manager
                                   Telecopy No.:  (415) 512-9048

                                   with a copy to:
                                   1000 Louisiana, 3rd Floor
                                   Houston, Texas  77002
                                   Attention:  Mr. Bret C. West
                                   Telecopy No.:  (713) 739-1087

<PAGE>
                                   THE FUJI BANK, LIMITED,
                                   as a Lender

                                   By: ______________________________________
                                   Name:_____________________________________
                                   Title:____________________________________

                                   Address for Notices:

Commitment:                        One World Trade Center, 79th Floor
$10,000,000.00                     New York, NY 10048

                                   Attention:  _______________
                                   Telecopy No.:  ____________

                                   with a copy to:
                                   Houston Agency - Energy Finance
                                   1 Houston Center, Suite 4100
                                   1221 McKinney St.
                                   Houston, Texas 77010

                                   Attention:Mark E. Polasek
                                   Telecopy No.:  (713) 759-0048
<PAGE>
                                   BANK OF TOKYO MITSUBISHI, LTD.,
                                   as a Lender

                                   By:
                                   Name:_____________________________________
                                   Title:____________________________________

                                   Address for Notices:

Commitment:                        Houston Agency
$10,000,000.00                     1100 Louisiana St., Suite 2800
                                   Houston, Texas 77002-5216

                                   Attention:  Damian Sullivan
                                   Telecopy No.:  (713) 658-0116
<PAGE>
                                   HSBC,
                                   as a Lender

                                   By: ______________________________________
                                   Name:_____________________________________
                                   Title:____________________________________

                                   Address for Notices:

Commitment:                        600 Travis, Suite 6750
$10,000,000.00                     Houston, Texas 77002-3049

                                   Attention:  George A. Linhart
                                   Telecopy No.:  (713) 224-3666
<PAGE>
                                   EXHIBIT A

                         [LETTERHEAD OF THE BORROWER]

                        REQUEST FOR EXTENSION OF CREDIT

                            ________________, 20__

Wells Fargo Bank (Texas),  National
  Association, as Agent
1000 Louisiana, 3rd Floor
MAC T5002-031
Houston, Texas  77002
Attention:  Bret C. West
            Relationship Manager

Gentlemen:

      The undersigned hereby certifies that he is the
_________________________________ of OCEANEERING INTERNATIONAL, INC., a Delaware
corporation (the "BORROWER"), and that as such he is authorized to execute this
Request for Extension of Credit (the "REQUEST") on behalf of the Borrower
pursuant to the Loan Agreement (as it may be amended, supplemented or restated
from time to time, the "AGREEMENT") dated as of March 30, 2000, by and among the
Borrower, Wells Fargo Bank (Texas), N. A., as Administrative Agent, Lead
Arranger and Book Manager, and the Lenders therein named. The Loan being
requested hereby is to be in the amount set forth in (b) below and is requested
to be made on __________________, which is a Business Day. The undersigned
further certifies, represents and warrants that to his knowledge, after due
inquiry (each capitalized term used herein having the same meaning given to it
in the Agreement unless otherwise specified herein):

      (a)   As of the date hereof:

            (1)   The aggregate Commitments are:          $ ___________________

            (2)   The aggregate outstanding principal of Notes, before giving
                  effect to the Loan requested hereby, is: (_____________)

            (3)   The aggregate unused Loan Commitments of all Lenders [(a)(1)
                  minus (a)(2)], if positive, is:         $ ___________________
<PAGE>
      (b)   If and only if the aggregate unused Commitments of all Lenders
            [(a)(3)] is positive, the Borrower hereby requests under this
            Request a Loan in the amount of $____________ (which is no more than
            the aggregate unused Commitments of all Lenders).

      (c)   The representations and warranties made in each Loan Document are
            true and correct in all material respects on and as of the time of
            delivery hereof, with the same force and effect as if made on and as
            of the time of delivery hereof unless otherwise limited to an
            earlier date.

      (d)   No event which could reasonably be expected to have a Material
            Adverse Effect has occurred.

      (e)   No Default or Event of Default has occurred and is continuing.

      Thank you for your attention to this matter.

_______________________________________________________________________________

                                    Very truly yours,

                                    ___________________________________________
                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________
<PAGE>
                                   EXHIBIT B

                            RATE DESIGNATION NOTICE

      OCEANEERING INTERNATIONAL, INC. Wells Fargo Bank (Texas), N. A., as
Administrative Agent, Lead Arranger and Book Manager, and certain financial
institutions executed and delivered that certain Loan Agreement (as amended,
supplemented and restated, the "LOAN AGREEMENT") dated as of March 30, 2000. Any
term used herein and not otherwise defined herein shall have the meaning herein
ascribed to it in the Loan Agreement. In accordance with the Loan Agreement,
Borrower hereby notifies Agent of the exercise of an Interest Option.

Q.    CURRENT BORROWINGS

      1.    Interest Options now in effect: ____________

      2.    Amounts:  $ ____________

      3.    Expiration of current Interest Periods, if applicable: ____________

R.    PROPOSED ELECTION

      1.    Total Amount:  $ ____________

      2.    Date Interest Option is to be effective: ____________

      3.    Interest Option to be applicable (check one):

            [ ] Base Rate

            [ ] Eurodollar Rate

      4.    Interest Period: ______ months (if available and if applicable)
<PAGE>
      Borrower represents and warrants that the Interest Option and Interest
Period selected above comply with all provisions of the Loan Agreement and that
there exists no Event of Default or any event which, with the passage of time,
the giving of notice or both, would be an Event of Default.

Date: ____________
                                    OCEANEERING INTERNATIONAL, INC.,
                                    a Delaware corporation

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________
<PAGE>
                                   EXHIBIT C

                                     NOTE

                                Houston, Texas

$__________________                                       ______________, 20__

      FOR VALUE RECEIVED, OCEANEERING INTERNATIONAL, INC., a Delaware
corporation ("MAKER"), promises to pay to the order of _______________________
("PAYEE"), at the principal office of Wells Fargo Bank (Texas), National
Association, a national banking association, 1000 Louisiana, 3rd Floor, Houston,
Harris County, Texas 77002, in immediately available funds and in lawful money
of the United States of America, the principal sum of
________________________________ Dollars ($_____________) (or the unpaid balance
of all principal advanced against this note, if that amount is less), together
with interest on the unpaid principal balance of this note from time to time
outstanding at the rate or rates provided in that certain Loan Agreement (as
amended, supplemented, restated or replaced from time to time, the "LOAN
AGREEMENT") dated as of March 30, 2000 among Maker, certain signatory banks
named therein, Wells Fargo Bank (Texas), N. A., as Administrative Agent, Lead
Arranger and Book Manager; PROVIDED, that for the full term of this note the
interest rate produced by the aggregate of all sums paid or agreed to be paid to
the holder of this note for the use, forbearance or detention of the debt
evidenced hereby (including, but not limited to, all interest on this note at
the Stated Rate plus the Additional Interest) shall not exceed the Ceiling Rate.
Any term defined in the Loan Agreement which is used in this note and which is
not otherwise defined in this note shall have the meaning ascribed to it in the
Loan Agreement.

      12. LOAN AGREEMENT; ADVANCES. This note has been issued pursuant to the
terms of the Loan Agreement, and is one of the Notes referred to in the Loan
Agreement. Advances against this note by Payee or other holder hereof shall be
governed by the terms and provisions of the Loan Agreement. Reference is hereby
made to the Loan Agreement for all purposes. Payee is entitled to the benefits
of the Loan Agreement. The unpaid principal balance of this note at any time
shall be the total of all amounts lent or advanced against this note less the
amount of all payments or prepayments made on this note and by or for the
account of Maker. All Loans and advances and all payments and prepayments made
hereon may be endorsed by the holder of this note on a schedule which may be
attached hereto (and thereby made a part hereof for all purposes) or otherwise
recorded in the holder's records; PROVIDED, that any failure to make notation of
(a) any Loan or advance shall not cancel, limit or otherwise affect Maker's
obligations or any holder's rights with respect to that Loan or advance, or (b)
any payment or prepayment of principal shall not cancel, limit or otherwise
affect Maker's entitlement to credit for that payment as of the date received by
the holder.

      13. MANDATORY PAYMENTS OF PRINCIPAL AND INTEREST.

      (a) Accrued and unpaid interest on the unpaid principal balance of this
note shall be due and payable on the Interest Payment Dates.
<PAGE>
      (b) On the Maturity Date, the entire unpaid principal balance of this note
and all accrued and unpaid interest on the unpaid principal balance of this note
shall be finally due and payable.

      (c) All payments hereon made pursuant to this Paragraph shall be applied
first to accrued and unpaid interest, the balance to principal.

      (d) The Loan Agreement provides for required prepayments of the
indebtedness evidenced hereby upon terms and conditions specified therein.

      14. NO USURY INTENDED; SPREADING. Notwithstanding any provision to the
contrary contained in this note or any of the other Loan Documents, it is
expressly provided that in no case or event shall the aggregate of (a) all
interest on the unpaid balance of this note, accrued or paid from the date
hereof and (b) the aggregate of any Additional Interest, ever exceed the Ceiling
Rate. In this connection, Maker and Payee stipulate and agree that it is their
common and overriding intent to contract in strict compliance with applicable
federal and Texas usury laws (and the usury laws of any other jurisdiction whose
usury laws are deemed to apply to this note or any of the other Loan Documents).
In furtherance thereof, none of the terms of this note or any of the other Loan
Documents shall ever be construed to create a contract to pay, as consideration
for the use, forbearance or detention of money, interest at a rate in excess of
the Ceiling Rate. Maker or other parties now or hereafter becoming liable for
payment of the indebtedness evidenced by this note shall never be liable for
interest in excess of the Ceiling Rate. If, for any reason whatever, the
interest paid or received on this note during its full term produces a rate
which exceeds the Ceiling Rate, the holder of this note shall credit against the
principal of this note (or, if such indebtedness shall have been paid in full,
shall refund to the payor of such interest) such portion of said interest as
shall be necessary to cause the interest paid on this note to produce a rate
equal to the Ceiling Rate. All sums paid or agreed to be paid to the holder of
this note for the use, forbearance or detention of the indebtedness evidenced
hereby shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread in equal parts throughout the full term of this note, so
that the interest rate is uniform throughout the full term of this note. The
provisions of this Paragraph shall control all agreements, whether now or
hereafter existing and whether written or oral, between Maker and Payee.

      15. DEFAULT. The Loan Agreement provides for the acceleration of the
maturity of this note and other rights and remedies upon the occurrence of
certain events specified therein.

      16. WAIVERS BY MAKER AND OTHERS. Except to the extent, if any, that notice
of default is expressly required herein or in any of the other Loan Documents,
Maker and any and all co-makers, endorsers, guarantors and sureties severally
waive notice (including, but not limited to, notice of intent to accelerate and
notice of acceleration, notice of protest and notice of dishonor), demand,
presentment for payment, protest, diligence in collecting and the filing of suit
for the purpose of fixing liability and consent that the time of payment hereof
may be extended and re-extended from time to time without notice to any of them.
Each such Person agrees that its liability on or with respect to this note shall
not be affected by any release of or change in any guaranty or security at any
time existing or by any failure to perfect or to maintain perfection of any lien
against or security
<PAGE>
interest in any such security or the partial or complete unenforceability of any
guaranty or other surety obligation, in each case in whole or in part, with or
without notice and before or after maturity.

      17. PARAGRAPH HEADINGS. Paragraph headings appearing in this note are for
convenient reference only and shall not be used to interpret or limit the
meaning of any provision of this note.

      18. CHOICE OF LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE APPLICABLE LAWS OF THE STATE OF TEXAS AND THE UNITED STATES
OF AMERICA FROM TIME TO TIME IN EFFECT.

      19. SUCCESSORS AND ASSIGNS. This note and all the covenants and agreements
contained herein shall be binding upon, and shall inure to the benefit of, the
respective legal representatives, heirs, successors and assigns of Maker and
Payee to the extent provided in the Loan Agreement.

      20. RECORDS OF PAYMENTS. The records of Payee shall be prima facie
evidence of the amounts owing on this note.

      21. SEVERABILITY. If any provision of this note is held to be illegal,
invalid or unenforceable under present or future laws, the legality, validity
and enforceability of the remaining provisions of this note shall not be
affected thereby, and this note shall be liberally construed so as to carry out
the intent of the parties to it.

      22. BUSINESS LOANS. Maker warrants and represents to Payee and all other
holders of this note that all loans evidenced by this note are and will be for
business, commercial, investment or other similar purpose and not primarily for
personal, family, household or agricultural use, as such terms are used in
Chapter 1D.

                                    OCEANEERING INTERNATIONAL, INC.,
                                    a Delaware corporation

                                    By: _______________________________________
                                    Name: _____________________________________
                                    Title: ____________________________________
<PAGE>
                                   EXHIBIT D

                           ASSIGNMENT AND ACCEPTANCE

                          Dated: ____________________


      Reference is made to the Loan Agreement dated as of March 30, 2000 (as
restated, amended, modified, supplemented and in effect from time to time, the
"LOAN AGREEMENT"), among OCEANEERING INTERNATIONAL, INC., a Delaware corporation
(the "BORROWER"), the Lenders named therein, Wells Fargo Bank (Texas), N. A., as
Administrative Agent, Lead Arranger and Book Manager (the "AGENT"). Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Loan Agreement. This Assignment and Acceptance, between the
Assignor (as defined and set forth on SCHEDULE I hereto and made a part hereof)
and the Assignee (as defined and set forth on SCHEDULE I hereto and made a part
hereof) is dated as of the Effective Date of Assignment (as set forth on
SCHEDULE I hereto and made a part hereof).

      1. The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably purchases
and assumes from the Assignor without recourse to the Assignor, as of the
Effective Date, an undivided interest (the "ASSIGNED INTEREST") in and to all
the Assignor's rights and obligations under the Loan Agreement, in a principal
amount as set forth on SCHEDULE I.

      2. The Assignor (i) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Loan Agreement or any other Loan Document or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Loan Agreement, any other Loan Document or any other instrument or
document furnished pursuant thereto, other than that it is the legal and
beneficial owner of the Assigned Interest and that the Assigned Interest is free
and clear of any adverse claim; (ii) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower or its Subsidiaries or the performance or observance by the Borrower or
its Subsidiaries of any of its respective obligations under the Loan Agreement,
any other Loan Document or any other instrument or document furnished pursuant
thereto; and (iii) attaches the Note(s) held by it and requests that the Agent
exchange such Note(s) for a new Note or Notes payable to the Assignor (if the
Assignor has retained any interest) and a new Note or Notes payable to the
Assignee in the respective amounts which reflect the assignment being made
hereby (and after giving effect to any other assignments which have become
effective on the Effective Date of Assignment).

      3. The Assignee (i) represents and warrants that it is legally authorized
to enter into this Assignment and Acceptance; (ii) confirms that it has received
a copy of the Loan Agreement, together with copies of the financial statements
referred to in SECTION 6.2 thereof, or if later, the most recent financial
statements delivered pursuant to SECTION 7.2 thereof, and such other documents
and information as it has deemed appropriate to make its own credit analysis;
(iii) agrees that it will,
<PAGE>
independently and without reliance upon the Agent, the Assignor or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Agreement; (iv) appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers under the Loan
Agreement as are delegated to the Agent by the terms thereof, together with such
powers as are reasonably incidental thereto; (v) agrees that it will be bound by
the provisions of the Loan Agreement and will perform in accordance with its
terms all the obligations which by the terms of the Loan Agreement are required
to be performed by it as a Lender; (vi) if the Assignee is organized under the
laws of a jurisdiction outside the United States, attaches the forms prescribed
by the Internal Revenue Service of the United States certifying as to the
Assignee's exemption from United States withholding taxes with respect to all
payments to be made to the Assignee under the Loan Agreement or such other
documents as are necessary to indicate that all such payments are subject to
such tax at a rate reduced by an applicable tax treaty, and (vii) has supplied
the information requested on the administrative questionnaire provided by Agent.

      4. Following the execution of this Assignment and Acceptance, it will be
delivered to the Agent for acceptance by it and the Borrower and recording by
the Agent pursuant to SECTION 11.6 of the Loan Agreement, effective as of the
Effective Date of Assignment (which Effective Date of Assignment shall, unless
otherwise agreed to by the Agent, be at least five Business Days after the
execution of this Assignment and Acceptance).

      5. Upon such acceptance and recording, from and after the Effective Date
of Assignment, the Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to
the Assignee, whether such amounts have accrued prior to the Effective Date of
Assignment or accrue subsequent to the Effective Date of Assignment. The
Assignor and Assignee shall make all appropriate adjustments in payments for
periods prior to the Effective Date of Assignment by the Agent or with respect
to the making of this assignment directly between themselves.

      6. From and after the Effective Date of Assignment, (i) the Assignee shall
be a party to the Loan Agreement and, to the extent provided in this Assignment
and Acceptance, have the rights and obligations of a Lender thereunder, and (ii)
the Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights (except for its rights to be indemnified pursuant to
Section 11.4 of the Loan Agreement) and be released from its obligations under
the Loan Agreement.

      7.    THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

            IN WITNESS WHEREOF, the parties hereto have caused this Assignment
and Acceptance to be executed by their respective duly authorized officers on
Schedule I hereto.

                                   EXHIBIT D
<PAGE>
                    SCHEDULE I TO ASSIGNMENT AND ACCEPTANCE

Legal Name of Assignor:  ____________________________

Legal Name of Assignee:  _________________________________________

Effective Date of Assignment:  ________________________


                                                   PERCENTAGE ASSIGNED OF EACH
                                                     FACILITY (TO AT LEAST 8
                                                      DECIMALS) (SHOWN AS A
                               PRINCIPAL             PERCENTAGE OF AGGREGATE
                               AMOUNT OF            ORIGINAL PRINCIPAL AMOUNT
                           ASSIGNED INTEREST             OF ALL LENDERS)
                           -----------------      ------------------------------


                            $______________                  ______%




______________________________,
      as Assignor

By: _______________________________________
Name: _____________________________________
Title: ____________________________________



____________________________________,
      as Assignee

By: _______________________________________
Name: _____________________________________
Title: ____________________________________
<PAGE>
OCEANEERING INTERNATIONAL, INC.,
a Delaware corporation

By: _______________________________________
Name: _____________________________________
Title: ____________________________________

Accepted:

WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, as Administrative Agent, Lead
Arranger and Book Manager

By: _______________________________________
Name: _____________________________________
Title: ____________________________________
<PAGE>
                                   EXHIBIT E

                            COMPLIANCE CERTIFICATE

      The undersigned hereby certifies that he is the
______________________________ of OCEANEERING INTERNATIONAL, INC., a Delaware
corporation (the "BORROWER"), and that as such he is authorized to execute this
certificate on behalf of the Borrower pursuant to the Loan Agreement (the
"AGREEMENT") dated as of March 30, 2000, by and among the Borrower, Wells Fargo
Bank (Texas), N. A., as Administrative Agent, Lead Arranger and Book Manager,
and the lenders therein named; and that a review of the Borrower and the other
Obligors has been made under his supervision with a view to determining whether
the Borrower and the other Obligors have fulfilled all of their respective
obligations under the Agreement, the Notes and the other Loan Documents; and on
behalf of the Borrower further represents and warrants that to the best
knowledge of the officer executing this certificate, after due inquiry (each
capitalized term used herein having the same meaning given to it in the
Agreement unless otherwise specified):

             (a) The Borrower and the other Obligors have fulfilled, in all
      material respects, their respective obligations under the Agreement, the
      Notes and the other Loan Documents to which each is a party.

             (b) The representations and warranties made in each Loan Document
      are true and correct in all material respects on and as of the time of
      delivery hereof, with the same force and effect as if made on and as of
      the time of delivery hereof except to the extent limited to an earlier
      date.

             (c) The financial statements delivered to the Agent concurrently
      with this Compliance Certificate have been prepared in accordance with
      GAAP consistently followed throughout the period indicated and fairly
      present in all material respects the financial condition and results of
      operations of the applicable Persons as at the end of, and for, the period
      indicated (subject, in the case of Quarterly Financial Statements, to
      normal changes resulting from year-end adjustments).

             (d) No Default or Event of Default has occurred and is continuing.
      In this regard, the compliance with the provisions of SECTION 7.3 is as
      follows:

             (i)   SECTION 7.3(A) -- CONSOLIDATED ADJUSTED NET WORTH

                   ACTUAL                  REQUIRED

                   $___________            $___________
<PAGE>
             (ii)  SECTION 7.3(B) -- DEBT TO CAPITALIZATION RATIO

                   ACTUAL                  REQUIRED

                   ______ to 1.00          0.55 to 1.00

             (iii) SECTION 7.3(C) -- FIXED CHARGE COVERAGE RATIO

                   ACTUAL                  REQUIRED

                   ______ to 1.00          1.50 to 1.00

             (iv)  SECTION 7.3(D) -- INTEREST COVERAGE RATIO

                   ACTUAL                  REQUIRED

                   ______ to 1.00          2.50  to 1.00

             (v)   SECTION 7.3(E) -- DEBT TO CONSOLIDATED NET WORTH RATIO
                   --------------

                   ACTUAL                  REQUIRED

                   ______ to 1.00          0.30 to 1.00


             (e) No event which could reasonably be expected to have a Material
      Adverse Effect has occurred.

             DATED as of ____________________.

                                     OCEANEERING INTERNATIONAL, INC.,
                                     a Delaware corporation

                                     By: ______________________________________
                                     Name: ____________________________________
                                     Title: ___________________________________


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.08
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>

                                                                   Exhibit 10.08

                               1999 INCENTIVE PLAN

                                       OF

                         OCEANEERING INTERNATIONAL, INC.

            1. PLAN. This 1999 Incentive Plan of Oceaneering International, Inc.
(the "Plan") was adopted by Oceaneering International, Inc. (the "Company") to
reward certain corporate officers and key employees of the Company and certain
independent consultants by enabling them to acquire shares of common stock of
the Company.

            2. OBJECTIVES. This Plan is designed to attract and retain key
employees of the Company and its Subsidiaries, to attract and retain qualified
directors of the Company, to attract and retain consultants and other
independent contractors, to encourage the sense of proprietorship of such
employees, directors and independent contractors and to stimulate the active
interest of such persons in the development and financial success of the Company
and its Subsidiaries. These objectives are to be accomplished by making Awards
under this Plan and thereby providing Participants with a proprietary interest
in the growth and performance of the Company and its Subsidiaries.

            3. DEFINITIONS. As used herein, the terms set forth below shall have
the following respective meanings:

            "Annual Director Award Date" means the first business day of the
month next succeeding the date upon which the annual meeting of stockholders of
the Company is held in such year.

            "Authorized Officer" means the Chairman of the Board or the Chief
Executive Officer of the Company (or any other senior officer of the Company to
whom either of them shall delegate the authority to execute any Award
Agreement).

            "Award" means an Employee Award, a Director Award or an Independent
Contractor Award.

            "Award Agreement" means any Employee Award Agreement, Director Award
Agreement or Independent Contractor Award Agreement.

            "Board" means the Board of Directors of the Company.

            "Cash Award" means an award denominated in cash.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

            "Committee" means the Compensation Committee of the Board or such
other committee of the Board as is designated by the Board to administer the
Plan.

            "Common Stock" means the Common Stock, par value $0.25 per share, of
the Company.

            "Company" means Oceaneering International, Inc., a Delaware
corporation.

            "Director" means an individual serving as a member of the Board.

            "Director Award" means the grant of a Director Option.
<PAGE>
            "Director Award Agreement" means a written agreement between the
Company and a Participant who is a Nonemployee Director setting forth the terms,
conditions and limitations applicable to a Director Award.

            "Dividend Equivalents" means, with respect to shares of Restricted
Stock that are to be issued at the end of the Restriction Period, an amount
equal to all dividends and other distributions (or the economic equivalent
thereof) that are payable to stockholders of record during the Restriction
Period on a like number of shares of Common Stock.

            "Employee" means an employee of the Company or any of its
Subsidiaries and an individual who has agreed to become an employee of the
Company or any of its Subsidiaries and actually becomes such an employee within
the following six months.

            "Employee Award" means the grant of any Option, SAR, Stock Award,
Cash Award or Performance Award, whether granted singly, in combination or in
tandem, to a Participant who is an Employee pursuant to such applicable terms,
conditions and limitations as the Committee may establish in order to fulfill
the objectives of the Plan.

            "Employee Award Agreement" means a written agreement between the
Company and a Participant who is an Employee setting forth the terms, conditions
and limitations applicable to an Employee Award.

            "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.

            "Fair Market Value" of a share of Common Stock means, as of a
particular date, (i) if shares of Common Stock are listed on a national
securities exchange, the mean between the highest and lowest sales price per
share of Common Stock on the consolidated transaction reporting system for the
principal national securities exchange on which shares of Common Stock are
listed on that date, or, if there shall have been no such sale so reported on
that date, on the last preceding date on which such a sale was so reported, (ii)
if shares of Common Stock are not so listed but are quoted on the Nasdaq
National Market, the mean between the highest and lowest sales price per share
of Common Stock reported by the Nasdaq National Market on that date, or, if
there shall have been no such sale so reported on that date, on the last
preceding date on which such a sale was so reported, (iii) if the Common Stock
is not so listed or quoted, the mean between the closing bid and asked price on
that date, or, if there are no quotations available for such date, on the last
preceding date on which such quotations shall be available, as reported by the
Nasdaq Stock Market, or, if not reported by the Nasdaq Stock Market, by the
National Quotation Bureau Incorporated or (iv) if shares of Common Stock are not
publicly traded, the most recent value determined by an independent appraiser
appointed by the Company for such purpose.

            "Incentive Option" means an Option that is intended to comply with
the requirements set forth in Section 422 of the Code.

            "Independent Contractor" means a person providing services to the
Company or any of its Subsidiaries except an Employee or Nonemployee Director.

            "Independent Contractor Award" means the grant of any Nonqualified
Stock Option, SAR, Stock Award, Cash Award or Performance Award, whether granted
singly, in combination or in tandem, to a Participant who is an Independent
Contractor pursuant to such applicable terms, conditions and limitations as the
Committee may establish in order to fulfill the objectives of the Plan.

            "Independent Contractor Award Agreement" means a written agreement
between the Company and a Participant who is an Independent Contractor setting
forth the terms, conditions and limitations applicable to an Independent
Contractor Award.

            "Nonemployee Director" has the meaning set forth in paragraph 4(b)
hereof.
<PAGE>
            "Nonqualified Stock Option" means an Option that is not an Incentive
Option.

            "Option" means a right to purchase a specified number of shares of
Common Stock at a specified price.

            "Participant" means an Employee, Director or Independent Contractor
to whom an Award has been made under this Plan.

            "Performance Award" means an award made pursuant to this Plan to a
Participant who is an Employee or Independent Contractor, which Award is subject
to the attainment of one or more Performance Goals.

            "Performance Goal" means a standard established by the Committee, to
determine in whole or in part whether a Performance Award shall be earned.

            "Restricted Stock" means any Common Stock that is restricted or
subject to forfeiture provisions.

            "Restriction Period" means a period of time beginning as of the date
upon which an Award of Restricted Stock is made pursuant to this Plan and ending
as of the date upon which the Common Stock subject to such Award is no longer
restricted or subject to forfeiture provisions.

            "SAR" means a right to receive a payment, in cash or Common Stock,
equal to the excess of the Fair Market Value or other specified valuation of a
specified number of shares of Common Stock on the date the right is exercised
over a specified strike price, in each case, as determined by the Committee.

            "Stock Award" means an award in the form of shares of Common Stock
or units denominated in shares of Common Stock.

            "Subsidiary" means (i) in the case of a corporation, any corporation
of which the Company directly or indirectly owns shares representing more than
50% of the combined voting power of the shares of all classes or series of
capital stock of such corporation which have the right to vote generally on
matters submitted to a vote of the stockholders of such corporation and (ii) in
the case of a partnership or other business entity not organized as a
corporation, any such business entity of which the Company directly or
indirectly owns more than 50% of the voting, capital or profits interests
(whether in the form of partnership interests, membership interests or
otherwise).

            4.    ELIGIBILITY.

            (a) EMPLOYEES. Key Employees eligible for Employee Awards under this
      Plan are those who hold positions of responsibility and whose performance,
      in the judgment of the Committee, can have a significant effect on the
      success of the Company and its Subsidiaries, including those individuals
      who are expected to become employees within six months.

            (b) DIRECTORS. Directors eligible for Director Awards under this
      Plan are those who are not employees of the Company or any of its
      Subsidiaries ("Nonemployee Directors").

            (c) INDEPENDENT CONTRACTORS. Independent Contractors eligible for
      Independent Contractor Awards under this Plan are those Independent
      Contractors providing services to, or who will provide services to, the
      Company or any of its Subsidiaries.

            5. COMMON STOCK AVAILABLE FOR AWARDS. Subject to the provisions of
paragraph 15 hereof, there shall be available for Awards under this Plan granted
wholly or partly in Common Stock (including rights or options that may be
exercised for or settled in Common Stock) an aggregate of 1,450,000 shares of
Common Stock. No more than 900,000 shares of Common Stock shall be available for
Incentive Options. No more than 550,000 shares of Common Stock shall be
available under this Plan for Awards other than Options or SARs. The number of
<PAGE>
shares of Common Stock that are the subject of Awards under this Plan, that are
forfeited or terminated, expire unexercised, are settled in cash in lieu of
Common Stock or in a manner such that all or some of the shares covered by an
Award are not issued to a Participant or are exchanged for Awards that do not
involve Common Stock, shall again immediately become available for Awards
hereunder. The Committee may from time to time adopt and observe such procedures
concerning the counting of shares against the Plan maximum as it may deem
appropriate. The Board and the appropriate officers of the Company shall from
time to time take whatever actions are necessary to file any required documents
with governmental authorities, stock exchanges and transaction reporting systems
to ensure that shares of Common Stock are available for issuance pursuant to
Awards.

            6.    ADMINISTRATION.

            (a) This Plan shall be administered by the Committee. Subject to the
      provisions hereof, the Committee shall have full and exclusive power and
      authority to administer this Plan and to take all actions that are
      specifically contemplated hereby or are necessary or appropriate in
      connection with the administration hereof. The Committee shall also have
      full and exclusive power to interpret this Plan and to adopt such rules,
      regulations and guidelines for carrying out this Plan as it may deem
      necessary or proper, all of which powers shall be exercised in the best
      interests of the Company and in keeping with the objectives of this Plan.
      The Committee may, in its discretion, provide for the extension of the
      exercisability of an Award, accelerate the vesting or exercisability of an
      Award, eliminate or make less restrictive any restrictions contained in an
      Award, waive any restriction or other provision of this Plan or an Award
      or otherwise amend or modify an Award in any manner that is (i) not
      adverse to the Participant to whom such Award was granted, (ii) consented
      to by such Participant or (iii) authorized by paragraph 15(c). The
      Committee may make an Award to an individual who it expects to become an
      employee of the Company or any of its Subsidiaries within the next six
      months, with such Award being subject to the individual's actually
      becoming an employee within such time period, and subject to such other
      terms and conditions as may be established by the Committee. The Committee
      may correct any defect or supply any omission or reconcile any
      inconsistency in this Plan or in any Award in the manner and to the extent
      the Committee deems necessary or desirable to further the Plan purposes.
      Any decision of the Committee in the interpretation and administration of
      this Plan shall lie within its sole and absolute discretion and shall be
      final, conclusive and binding on all parties concerned.

            (c) No member of the Committee or officer of the Company to whom the
      Committee has delegated authority in accordance with the provisions of
      paragraph 7 of this Plan shall be liable for anything done or omitted to
      be done by him or her, by any member of the Committee or by any officer of
      the Company in connection with the performance of any duties under this
      Plan, except for his or her own willful misconduct or as expressly
      provided by statute.

            7. DELEGATION OF AUTHORITY. The Committee may delegate to the Chief
Executive Officer and to other senior officers of the Company its duties under
this Plan pursuant to such conditions or limitations as the Committee may
establish.

            8.    EMPLOYEE AND INDEPENDENT CONTRACTOR AWARDS.

            (a) The Committee shall determine the type or types of Employee
      Awards to be made under this Plan and shall designate from time to time
      the Employees who are to be the recipients of such Awards. Each Employee
      Award may be embodied in an Employee Award Agreement, which shall contain
      such terms, conditions and limitations as shall be determined by the
      Committee in its sole discretion and shall be signed by the Participant to
      whom the Employee Award is made and by an Authorized Officer for and on
      behalf of the Company. Employee Awards may consist of those listed in this
      paragraph 8(a) hereof and may be granted singly, in combination or in
      tandem. Employee Awards may also be made in combination or in tandem with,
      in replacement of, or as alternatives to, grants or rights under this Plan
      or any other employee plan of the Company or any of its Subsidiaries,
      including the plan of any acquired entity; provided that, except as
      contemplated in paragraph 15, no Option may be issued in exchange for the
      cancellation of an Option with a higher exercise price nor may the
      exercise price of any Option be reduced.
<PAGE>
      All or part of an Employee Award may be subject to conditions established
      by the Committee, which may include, but are not limited to, continuous
      service with the Company and its Subsidiaries, achievement of specific
      business objectives, increases in specified indices, attainment of
      specified growth rates and other comparable measurements of performance.
      Upon the termination of employment by a Participant who is an Employee,
      any unexercised, deferred, unvested or unpaid Employee Awards shall be
      treated as set forth in the applicable Employee Award Agreement.

                  (i) STOCK OPTION. An Employee Award may be in the form of an
            Option. An Option awarded pursuant to this Plan may consist of an
            Incentive Option or a Nonqualified Option. The price at which shares
            of Common Stock may be purchased upon the exercise of an Option
            shall be not less than the Fair Market Value of the Common Stock on
            the date of grant. The term of an Option shall not exceed 5 years
            from the date of grant. Subject to the foregoing provisions, the
            terms, conditions and limitations applicable to any Options awarded
            pursuant to this Plan, including the term of any Options and the
            date or dates upon which they become exercisable, shall be
            determined by the Committee.

                  (ii) STOCK APPRECIATION RIGHT. An Employee Award may be in the
            form of an SAR. The terms, conditions and limitations applicable to
            any SARs awarded pursuant to this Plan, including the term of any
            SARs and the date or dates upon which they become exercisable, shall
            be determined by the Committee.

                  (iii) STOCK AWARD. An Employee Award may be in the form of a
            Stock Award. The terms, conditions and limitations applicable to any
            Stock Awards granted pursuant to this Plan shall be determined by
            the Committee.

                  (iv) CASH AWARD. An Employee Award may be in the form of a
            Cash Award. The terms, conditions and limitations applicable to any
            Cash Awards granted pursuant to this Plan shall be determined by the
            Committee.

                  (v) PERFORMANCE AWARD. Without limiting the type or number of
            Employee Awards that may be made under the other provisions of this
            Plan, an Employee Award may be in the form of a Performance Award. A
            Performance Award shall be paid, vested or otherwise deliverable
            solely on account of the attainment of one or more pre-established,
            objective Performance Goals established by the Committee prior to
            the earlier to occur of (x) 90 days after the commencement of the
            period of service to which the Performance Goal relates and (y) the
            lapse of 25% of the period of service (as scheduled in good faith at
            the time the goal is established), and in any event while the
            outcome is substantially uncertain. A Performance Goal is objective
            if a third party having knowledge of the relevant facts could
            determine whether the goal is met. Such a Performance Goal may be
            based on one or more business criteria that apply to the individual,
            one or more business units of the Company, or the Company as a
            whole, and may include one or more of the following: revenues,
            income from operations, net income, stock price, market share,
            earnings per share, return on equity, assets or invested capital,
            economic value added, market value added, decrease in costs or
            achievement of balance sheet, income statement or cash flow
            objectives. Unless otherwise stated, such a Performance Goal need
            not be based upon an increase or positive result under a particular
            business criterion and could include, for example, maintaining the
            status quo or limiting economic losses (measured, in each case, by
            reference to specific business criteria). In interpreting Plan
            provisions applicable to Performance Goals and Performance Awards,
            it is the intent of the Plan to conform with the standards of
            Section 162(m) of the Code and Treasury Regulation ss.
            1.162-27(e)(2)(i), and the Committee in establishing such goals and
            interpreting the Plan shall be guided by such provisions. Prior to
            the payment of any compensation based on the achievement of
            Performance Goals, the Committee must certify in writing that
            applicable Performance Goals and any of the material terms thereof
            were, in fact, satisfied. Subject to the foregoing provisions, the
            terms, conditions and limitations applicable to any Performance
            Awards made pursuant to this Plan shall be determined by the
<PAGE>
            Committee.

            (b) Notwithstanding anything to the contrary contained in this Plan,
      the following limitations shall apply to any Employee Awards made
      hereunder:

                  (i) no Participant may be granted, during any one-year period,
            Employee Awards consisting of Options or SARs that are exercisable
            for more than 300,000 shares of Common Stock;

                  (ii) no Participant may be granted, during any one-year
            period, Stock Awards covering or relating to more than 300,000
            shares of Common Stock (the limitation set forth in this clause
            (ii), together with the limitation set forth in clause (i) above,
            being hereinafter collectively referred to as the "Stock Based
            Awards Limitations"); and

                  (iii) no Participant may be granted Employee Awards consisting
            of cash or in any other form permitted under this Plan (other than
            Employee Awards consisting of Options or SARs or otherwise
            consisting of shares of Common Stock or units denominated in such
            shares) in respect of any one-year period having a value determined
            on the date of grant in excess of $3,000,000.

            (c) The Committee shall have the sole responsibility and authority
      to determine the type or types of Independent Contractor Awards to be made
      under this Plan and may make any such Awards as could be made to an
      Employee, other than Incentive Options; provided that the limitations
      described in paragraph 8(b) shall be inapplicable to Independent
      Contractor Awards.

            9. DIRECTOR AWARDS. Each Nonemployee Director of the Company shall
be granted Director Awards in accordance with this paragraph 9 and subject to
the applicable terms, conditions and limitations set forth in this Plan and the
applicable Director Award Agreement. Notwithstanding anything to the contrary
contained herein, Director Awards shall not be made in any year in which a
sufficient number of shares of Common Stock are not available to make such
Awards under this Plan.

            On or after the effective date of his or her first appointment or
election to the Board f Directors, a Nonemployee Director shall automatically be
granted a Director Option that provides for the purchase of 10,000 shares of
Common Stock. In addition, on each Annual Director Award Date, each Nonemployee
Director shall automatically be granted a Director Option that provides for the
purchase of 10,000 shares of Common Stock. Each Director Option shall have a
term of 5 years from the date of grant, notwithstanding any earlier termination
of the status of the holder as a Nonemployee Director. The purchase price of
each share of Common Stock subject to a Director Option shall be equal to the
Fair Market Value of the Common Stock on the date of grant. No Director Option
may be issued in exchange for the cancellation of a Director Option with a
higher exercise price, nor may the exercise price of any Director Option be
reduced. All Director Options shall become fully exercisable 6 months following
the date of grant. All Director Options that have not previously become
exercisable shall be forfeited if the Nonemployee Director resigns as a Director
without the consent of a majority of the other Directors.

            Any Award of Director Options shall be embodied in a Director Award
Agreement, which shall contain the terms, conditions and limitations set forth
above and shall be signed by the Participant to whom the Director Options are
granted and by an Authorized Officer for and on behalf of the Company.

            10. AWARD PAYMENT; DIVIDENDS; SUBSTITUTION.

            (a) GENERAL. Payment of Employee Awards or Independent Contractor
      Awards may be made in the form of cash or Common Stock, or a combination
      thereof, and may include such restrictions as the Committee shall
      determine, including, in the case of Common Stock, restrictions on
      transfer and forfeiture provisions. If payment of an Employee Award or
      Independent Contractor Award is made in the form of Restricted Stock, the
      applicable Award Agreement relating to such shares shall specify whether
<PAGE>
      they are to be issued at the beginning or end of the Restriction Period.
      In the event that shares of Restricted Stock are to be issued at the
      beginning of the Restriction Period, the certificates evidencing such
      shares (to the extent that such shares are so evidenced) shall contain
      appropriate legends and restrictions that describe the terms and
      conditions of the restrictions applicable thereto. In the event that
      shares of Restricted Stock are to be issued at the end of the Restricted
      Period, the right to receive such shares shall be evidenced by book entry
      registration or in such other manner as the Committee may determine.

            (b) DEFERRAL. With the approval of the Committee, amounts payable in
      respect of Awards may be deferred and paid either in the form of
      installments or as a lump-sum payment. The Committee may permit selected
      Participants to elect to defer payments of some or all types of Awards in
      accordance with procedures established by the Committee. Any deferred
      payment of an Award, whether elected by the Participant or specified by
      the Award Agreement or by the Committee, may be forfeited if and to the
      extent that the Award Agreement so provides.

            (c) DIVIDENDS AND INTEREST. Rights to dividends or Dividend
      Equivalents may be extended to and made part of any Employee Award or
      Independent Contractor Award consisting of shares of Common Stock or units
      denominated in shares of Common Stock, subject to such terms, conditions
      and restrictions as the Committee may establish. The Committee may also
      establish rules and procedures for the crediting of interest on deferred
      cash payments and Dividend Equivalents for Employee Awards or Independent
      Contractor Awards consisting of shares of Common Stock or units
      denominated in shares of Common Stock.

            (d) SUBSTITUTION OF AWARDS. At the discretion of the Committee, a
      Participant who is an Employee or Independent Contractor may be offered an
      election to substitute an Employee Award or Independent Contractor Award
      for another Employee Award or Independent Contractor Award or Employee
      Awards or Independent Contractor Awards of the same or different type.

            11. STOCK OPTION EXERCISE. The price at which shares of Common Stock
may be purchased under an Option shall be paid in full at the time of exercise
in cash or, if elected by the Participant, the Participant may purchase such
shares by means of tendering Common Stock or surrendering another Award,
including Restricted Stock, valued at Fair Market Value on the date of exercise,
or any combination thereof. The Committee shall determine acceptable methods for
Participants who are Employees or Independent Contractors to tender Common Stock
or other Employee Awards or Independent Contractor Awards; provided that any
Common Stock that is or was the subject of an Employee Award or Independent
Contractor Award may be so tendered only if it has been held by the Participant
for six months. The Committee may provide for procedures to permit the exercise
or purchase of such Awards by use of the proceeds to be received from the sale
of Common Stock issuable pursuant to an Employee Award or Independent Contractor
Award. Unless otherwise provided in the applicable Award Agreement, in the event
shares of Restricted Stock are tendered as consideration for the exercise of an
Option, a number of the shares issued upon the exercise of the Option, equal to
the number of shares of Restricted Stock used as consideration therefor, shall
be subject to the same restrictions as the Restricted Stock so submitted as well
as any additional restrictions that may be imposed by the Committee.

            12. TAXES. The Company shall have the right to deduct applicable
taxes from any Employee Award payment and withhold, at the time of delivery or
vesting of cash or shares of Common Stock under this Plan, an appropriate amount
of cash or number of shares of Common Stock or a combination thereof for payment
of taxes required by law or to take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for withholding of such taxes.
The Committee may also permit withholding to be satisfied by the transfer to the
Company of shares of Common Stock theretofore owned by the holder of the
Employee Award with respect to which withholding is required. If shares of
Common Stock are used to satisfy tax withholding, such shares shall be valued
based on the Fair Market Value when the tax withholding is required to be made.
The Committee may provide for loans, on either a short term or demand basis,
from the Company to a Participant who is an Employee or Independent Contractor
to permit the payment of taxes required by law.
<PAGE>
            13. AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION. The Board
may amend, modify, suspend or terminate this Plan for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose permitted
by law, except that (i) no amendment or alteration that would adversely affect
the rights of any Participant under any Award previously granted to such
Participant shall be made without the consent of such Participant and (ii) no
amendment or alteration shall be effective prior to its approval by the
stockholders of the Company to the extent stockholder approval is otherwise
required by applicable legal requirements.

            14. ASSIGNABILITY. Unless otherwise determined by the Committee and
provided in the Award Agreement, no Award or any other benefit under this Plan
shall be assignable or otherwise transferable. Any attempted assignment of an
Award or any other benefit under this Plan in violation of this paragraph 14
shall be null and void.

            15. ADJUSTMENTS.

            (a) The existence of outstanding Awards shall not affect in any
      manner the right or power of the Company or its stockholders to make or
      authorize any or all adjustments, recapitalizations, reorganizations or
      other changes in the capital stock of the Company or its business or any
      merger or consolidation of the Company, or any issue of bonds, debentures,
      preferred or prior preference stock (whether or not such issue is prior
      to, on a parity with or junior to the Common Stock) or the dissolution or
      liquidation of the Company, or any sale or transfer of all or any part of
      its assets or business, or any other corporate act or proceeding of any
      kind, whether or not of a character similar to that of the acts or
      proceedings enumerated above.
<PAGE>
            (b) In the event of any subdivision or consolidation of outstanding
      shares of Common Stock, declaration of a dividend payable in shares of
      Common Stock or other stock split, then (i) the number of shares of Common
      Stock reserved under this Plan, (ii) the number of shares of Common Stock
      covered by outstanding Awards in the form of Common Stock or units
      denominated in Common Stock, (iii) the exercise or other price in respect
      of such Awards, (iv) the appropriate Fair Market Value and other price
      determinations for such Awards, (v) the number of shares of Common Stock
      covered by Director Options automatically granted pursuant to paragraph
      9(a) hereof and (vi) the Stock Based Awards Limitations shall each be
      proportionately adjusted by the Board to reflect such transaction. In the
      event of any other recapitalization or capital reorganization of the
      Company, any consolidation or merger of the Company with another
      corporation or entity, the adoption by the Company of any plan of exchange
      affecting the Common Stock or any distribution to holders of Common Stock
      of securities or property (other than normal cash dividends or dividends
      payable in Common Stock), the Board shall make appropriate adjustments to
      (i) the number of shares of Common Stock covered by Awards in the form of
      Common Stock or units denominated in Common Stock, (ii) the exercise or
      other price in respect of such Awards, (iii) the appropriate Fair Market
      Value and other price determinations for such Awards, (iv) the number of
      shares of Common Stock covered by Director Options automatically granted
      pursuant to paragraph 9(a) hereof and (v) the Stock Based Awards
      Limitations to give effect to such transaction shall each be
      proportionately adjusted by the Board to reflect such transaction;
      provided that such adjustments shall only be such as are necessary to
      maintain the proportionate interest of the holders of the Awards and
      preserve, without exceeding, the value of such Awards. In the event of a
      corporate merger, consolidation, acquisition of property or stock,
      separation, reorganization or liquidation, the Board shall be authorized
      to issue or assume Awards by means of substitution of new Awards, as
      appropriate, for previously issued Awards or to assume previously issued
      Awards as part of such adjustment.

            (c) In the event of a corporate merger, consolidation, acquisition
of property or stock, separation, reorganization or liquidation, the Board may
make such adjustments to Awards or other provisions for the disposition of
Awards as it deems equitable, and shall be authorized, in its discretion, (i) to
provide for the substitution of a new Award or other arrangement (which, if
applicable, may be exercisable for such property or stock as the Board
determines) for an Award or the assumption of the Award, regardless of whether
in a transaction to which Section 424(a) of the Code applies, (ii) to provide,
prior to the transaction, for the acceleration of the vesting and exercisability
of, or lapse of restrictions with respect to, the Award and, if the transaction
is a cash merger, provide for the termination of any portion of the Award that
remains unexercised at the time of such transaction or (iii) to provide for the
acceleration of the vesting and exercisability of an Award and the cancellation
thereof in exchange for such payment as shall be mutually agreeable to the
Participant and the Board.

            16. RESTRICTIONS. No Common Stock or other form of payment shall be
issued with respect to any Award unless the Company shall be satisfied based on
the advice of its counsel that such issuance will be in compliance with
applicable federal and state securities laws. Certificates evidencing shares of
Common Stock delivered under this Plan (to the extent that such shares are so
evidenced) may be subject to such stop transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations and other require
ments of the Securities and Exchange Commission, any securities exchange or
transaction reporting system upon which the Common Stock is then listed or to
which it is admitted for quotation and any applicable federal or state
securities law. The Committee may cause a legend or legends to be placed upon
such certificates (if any) to make appropriate reference to such restrictions.

            17. UNFUNDED PLAN. Insofar as it provides for Awards of cash, Common
Stock or rights thereto, this Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to Participants who are entitled to
cash, Common Stock or rights thereto under this Plan, any such accounts shall be
used merely as a bookkeeping convenience. The Company shall not be required to
segregate any assets that may at any time be represented by cash, Common Stock
or rights thereto, nor shall this Plan be construed as providing for such
segregation, nor shall the Company, the Board or the Committee be deemed to be a
trustee of any cash, Common Stock or rights thereto to be granted under this
Plan. Any liability or obligation of the Company to any Participant with respect
to an Award of cash, Common Stock or rights thereto under this Plan shall be
based solely upon any contractual obligations that may be created by this Plan
and any Award Agreement, and no such liability
<PAGE>
or obligation of the Company shall be deemed to be secured by any pledge or
other encumbrance on any property of the Company. Neither the Company nor the
Board nor the Committee shall be required to give any security or bond for the
performance of any obligation that may be created by this Plan.

            18. GOVERNING LAW. This Plan and all determinations made and actions
taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall be
governed by and construed in accordance with the laws of the State of Delaware.

            19. EFFECTIVENESS. This Plan shall be effective as of June 18, 1999
(the "Effective Date"), the date on which it was approved by the Board of
Directors of the Company. Notwithstanding the foregoing, the adoption of this
Plan is expressly conditioned upon the approval by the holders of a majority of
shares of Common Stock present, or represented, and entitled to vote at a
meeting of the Company Stockholders held on or before December 31, 1999. If the
Stockholders of the Company should fail to so approve this Plan prior to such
date, this Plan shall terminate and cease to be of any further force or effect
and all grants of Awards hereunder shall be null and void.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.09
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>

OCEANEERING INTERNATIONAL, INC.                                   Exhibit 10.09
2000 BONUS AWARD PLAN

The 2000 Bonus Award Plan is approved by the Company's Board of Directors and
administered by its Compensation Committee. Individuals who are nominated and
approved for inclusion in the Plan will be reviewed after final year end results
are completed. Recommendations for cash bonus awards will be based on the
accomplishment of results (Individual, Profit Center and Total Company) in order
to determine the amount of award, if any, to be made. People must be amongst the
nominated group for eligibility, and be employed by the Company at the time of
funding. Bonuses will be earned when paid. Individuals, as designated, will be
subject to a maximum bonus eligibility of 10% - 100% of current base salary.

The 2000 Bonus Award Plan is based on achieving specific results by the
Individual, his Profit Center and the Total Company. In order to integrate each
of these performances in a fashion that benefits the Shareholders and Employees,
each item is interrelated. The amount of award recommendation will be based on
the following methodology:

Individual Coefficient

The Individual Coefficient is determined by taking the individual's weighted
average evaluation of objectives achieved times the individual's salary maximum.
This is the beginning step in determining the final award. An individual's
performance must meet certain minimum criteria or he is eliminated from bonus
award consideration.

Profit Center Results Contribution

The Profit Center Contribution is determined by comparing the Profit Center Net
Income Objective with the results achieved and determining the Contribution to
the Individual Coefficient.

Should the Profit Center results be below a specified amount, all the
individuals in that Profit Center may be eliminated from the Award Program. The
President may review the performance of areas within the region on a
case-by-case basis and take appropriate action. Should the actual results be
equal to or greater than such specified amount, the individual becomes eligible
for an award.

Oceaneering International, Inc. Results Contribution

The Company Results Contribution is determined by comparing the Company's FY00
Net Income Result with the Objective planned. The results achieved determine the
multiplier that will be used. Thus, an individual may, subject to the determined
maximum, be recommended for an award equal to the Individual Coefficient times
the Profit Center Contribution times the Company Results Contribution times
current base salary.
<PAGE>
The 2000 Bonus Award Plan is in effect FY00. A similar plan may or may not be
approved for FY01. It is extremely important that the Company continue improved
results in FY00. All participants must be committed to a reward system based on
achieving results. The Company is entrepreneurially oriented and must use its
maximum creativity, effort and determination in achieving individual results
that collectively increases its Shareholders' Net Wealth. The 2000 Bonus Award
Plan is structured to foster that position.

June 17, 1999

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>5
<FILENAME>0005.txt
<TEXT>

                                                                  Exhibit 10.20

AWARD NO.   B-119                                           14,188      SHARES
          -------                                       ---------------


                        OCEANEERING INTERNATIONAL, INC.
                  FY99 BONUS RESTRICTED STOCK AWARD AGREEMENT

            THIS AGREEMENT is made as of the date set forth on the signature
page hereof, between Oceaneering International, Inc., a Delaware corporation
(the "Company"), and JOHN R. HUFF (the "Participant"). Except as defined herein,
capitalized terms shall have the same meaning ascribed to them under the 1996
Incentive Plan of Oceaneering International, Inc., as from time to time amended,
a copy of which is attached hereto and made a part hereof for all purposes (the
"Plan"). To the extent that any provision of this Agreement conflicts with the
express terms of the Plan, it is hereby acknowledged and agreed that the terms
of the Plan shall control and, if necessary, the applicable provisions of this
Agreement shall be hereby deemed amended so as to carry out the purpose and
intent of the Plan.

            1. DEFINITIONS. As used herein, the terms set forth below shall have
the following respective meanings:

            (a) "Change in Control" means, with respect to the Company, if (i) a
third person, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company having 30 percent or more of the total number of votes that may be cast
for the election of directors of the Company, or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a majority of the Board
of Directors of the Company or of any successor to the Company. Without limiting
the foregoing, no "Change of Control" shall be deemed to have taken place for
the purposes of this Agreement, if a person or persons is appointed or elected
as a member(s) of the Board as a result of or in connection with a Transaction
or other event unless item (i) or (ii) above shall also have occurred.

            (b) "Closing Stock Price" means, with respect to common stock on a
particular date, (i) if the shares of common stock are listed on a national
securities exchange, the last sale price per share of common stock on any such
national securities exchange on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported and, (ii) if the shares of Common Stock are not so listed but
are quoted in the NASDAQ National Market System, the last sale price per share
of shares of common stock reported on the NASDAQ National Market System on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported.

            (c) "Disability" means a physical or mental impairment of sufficient
severity that, in the opinion of a physician selected by the Company, the
Participant is unable to fulfill his duties.

            2. AWARD. As an FY99 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to action
taken by the Committee on June 17, 1999 (the "Date of Grant"), the Company
hereby awards to the Participant as of the Date of Grant a total of 14,188
shares of Common Stock, pursuant to the Plan, subject to the conditions and
restrictions set forth below and in the Plan (the "Restricted Stock").

            3. RESTRICTIONS ON TRANSFER. The shares of Restricted Stock granted
hereunder to the Participant may not be sold, assigned, transferred, pledged or
otherwise encumbered from
<PAGE>
the Date of Grant until said shares shall have become vested and not otherwise
subject to forfeiture (and restrictions terminated thereon) in accordance with
the provisions of this Paragraph 3. (The period of time between the Date of
Grant and the vesting of shares of Restricted Stock shall be referred to herein
as the "Restricted Period" as to those shares of stock.) The shares of
Restricted Stock shall be treated as described below for purposes of vesting and
other terms and conditions of this Agreement:

            (a) VESTING OF COMMON STOCK: The shares of the Restricted Stock
shall vest 25% on June 18, 1999, 25% on June 23, 2000, 25% on June 22, 2001 and
25% on June 21, 2002. Upon termination of a Participant's employment (with or
without cause, voluntary, involuntary or for any reason whatsoever except as
provided in Sections 3(c) and 3(d)), all Restricted Stock for which the
conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the date of such termination of employment shall be forfeited.

            (b) TAX REIMBURSEMENT: Within 10 days after the expiration of the
Restricted Period with respect to a particular share of Restricted Stock, the
Company shall pay to the Participant an amount sufficient to provide for the
payment of all United States federal income taxes imposed with respect to
Participant's acquisition of such share, as well as an amount sufficient to
reimburse Participant for the tax obligation on such amounts so that Participant
is paid an amount as a tax assistance payment by the Company sufficient to fund
all of his income taxes on both the share of Restricted Stock and the tax
assistance payment. In the event the Participant is not at the time a tax
assistance payment is to be made subject to United States income tax, such tax
assistance payment shall be computed by reference to the income tax of the laws
of the country to which the participant is subject; provided, however, that such
tax assistance payment shall not exceed the amount that would have been payable
if the Participant were subject solely to United States income tax. No United
States state (or equivalent foreign) income taxes will be considered in
determining tax assistance payments. The Committee shall have sole and complete
discretion in the calculation of tax assistance payments, and the determination
of the Committee shall be final and binding on the Participant except in the
case of bad faith or willful misconduct. In computing the tax assistance
payment, it shall be assumed that the Participant is at the maximum marginal tax
rate for individual taxpayers. Subject to Section 3(c), in the event a
Participant sells any share of Restricted Stock within three years after
expiration of the Restricted Period with respect to such Restricted Stock, the
Participant shall immediately pay to the Company the amount of the tax
assistance payment previously received by the Participant from the Company with
respect to such share.

            (c) EFFECT OF CHANGE IN CONTROL: In the event a Change in Control
occurs prior to the time that the conditions of paragraph (b) above have been
satisfied with respect to a share of Restricted Stock, and upon such Change in
Control, the requirements of paragraph (b) above shall be deemed to have been
satisfied on the the date of such Change of Control, and tax assistance payments
shall be made with respect to such shares within 10 days thereafter.

            (d) EFFECT OF DEATH OR DISABILITY. In the event of the death or
Disability of the Participant while employed by the Company, the conditions of
paragraph (b) above shall be deemed immediately satisfied and tax assistance
payments shall be made by Company to the Participants with respect to such event
within 30 days thereafter.

            (e) DIVIDENDS: Dividends (other than dividends in capital stock)
with respect to shares of Restricted Stock shall be paid to the Participant
without regard to the restrictions otherwise applicable to such shares.
Dividends in capital stock of the Company shall accumulate and be associated
with the Restricted Stock to which they relate and shall vest at the time such
Restricted Stock vests.

            (f) VOTING OF COMMON STOCK: A Participant shall have the right to
exercise any voting rights appurtenant to Restricted Stock without regard to any
restrictions otherwise imposed by reason of this Agreement.
<PAGE>
            4. CODE SECTION 83(B) ELECTION. The Participant shall not make an
election, under Code Section 83(b), to include in income the fair market value
of the Restricted Stock in respect of this award of Restricted Stock on the Date
of Grant.

            5. SALE OF RESTRICTED STOCK. The Participant shall not sell
Restricted Stock except pursuant to an effective registration statement under
the Securities Act of 1933 (or pursuant to an exemption from registration under
such act), and the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the distribution
thereof.

            6. ESCROW OF CERTIFICATES. The certificates representing shares of
Restricted Stock shall be registered in the name of the Participant and
deposited, together with a stock power endorsed by the Participant in blank,
with the Corporate Secretary of the Company during the Restricted Period. Each
such certificate shall bear a legend as provided by the Company, conspicuously
referring to the terms, conditions and restrictions described in the Plan and in
this Agreement. Subject to the provisions of Section 7 below, upon termination
of the Restricted Period with respect to shares of Restricted Stock, a
certificate representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.

            7. WITHHOLDING OF TAXES. No certificates representing the shares of
Restricted Stock shall be delivered to the Participant by the Company unless the
Participant (or Beneficiary, as defined in Section 8 below) remits to the
Company the amount of all federal, state and other governmental withholding tax
requirements imposed upon the Company with respect to the issuance of such
shares or unless provisions to so pay such withholding requirements have been
made to the satisfaction of the Committee.

            8. BENEFICIARY DESIGNATIONS. The Participant may file with the
Corporate Secretary of the Company a designation of one or more beneficiaries
(each a "Beneficiary") to whom shares otherwise due the Participant shall be
distributed in the event of the death of the Participant while in the employ of
the Company. The Participant shall have the right to change the Beneficiary or
Beneficiaries from time to time; provided, however, that any change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any designated Beneficiary survives the Participant but dies before
receiving all of his benefits hereunder, any remaining benefits due him shall be
distributed to the deceased Beneficiary's estate. If there is no effective
Beneficiary designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the payment of any remaining benefits shall be made to the
Participant's estate. In the event of any dispute, the Company shall be fully
protected and discharged of its obligations under this Agreement if it delivers
the shares otherwise due a Participant to the probate court administering his
estate.

            9. LIMITATION OF RIGHTS. Nothing in this Agreement or the Plan shall
be construed to:

            (a) give the Participant any right to be awarded any Restricted
Stock other than in the sole discretion of the Committee;

            (b) give the Participant or any other person any interest in any
fund or in any specified asset or assets of the Company or any affiliate of the
Company; or
<PAGE>
            (c) confer upon the Participant the right to continue in the
employment or service of the Company or any affiliate of the Company, or affect
the right of the Company or any affiliate of the Company to terminate the
employment or service of the Participant at any time or for any reason.

            The Committee shall have the discretion to make determinations under
this Agreement and Plan, and such determinations shall be final and binding on
the Participant except in the case of bad faith and willful misconduct.

            10. NONALIENATION OF BENEFITS. Except as contemplated by Section 8
above, no right or benefit under this Agreement shall be subject to transfer,
anticipation, alienation, sale, assignment, pledge, encumbrance or charge,
whether voluntary, involuntary, or by operation of law, and any attempt to
transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the
same shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. If the Participant or his Beneficiary hereunder shall
become bankrupt or attempt to transfer, anticipate, alienate, assign, sell,
pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by Section 8 above, or if any creditor shall attempt to subject the
same to a writ of garnishment, attachment, execution, sequestration, or any
other form of process or involuntary lien or seizure, then such right or benefit
shall cease and terminate.

            11. PREREQUISITES TO BENEFITS. Neither the Participant, nor any
person claiming through the Participant, shall have any right or interest in the
Restricted Stock awarded hereunder, unless and until all the terms, conditions
and provisions of this Agreement and the Plan which affect the Participant or
such other person shall have been complied with as specified herein.

            12. RIGHTS AS A STOCKHOLDER. Subject to the limitations and
restrictions contained herein, the Participant (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been registered in his name hereunder.

            13. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to
the benefit of and be enforceable by the Participant, the Company and their
respective permitted successors and assigns (including personal representatives,
heirs and legatees), except that the Participant may not assign any rights or
obligations under this Agreement except to the extent and in the manner
expressly permitted herein.

            14. The Committee shall have sole and complete discretion in the
interpretation of this Agreement and the determination of the Committee shall be
final and binding on the Participant except in the case of bad faith or willful
misconduct.

            15. GOVERNING LAW. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Delaware.

            16. GENDER AND NUMBER. Whenever the context requires or permits, the
gender and number of words shall be interchangeable.

            This Agreement is executed and delivered, in duplicate, pursuant to
the Plan, the provisions of which are incorporated herein by reference.
<PAGE>
            Dated: June 18, 1999.

                                    OCEANEERING INTERNATIONAL, INC.
                                    By  /s/
                                            ------------------------------------
                                            George R. Haubenreich, Jr.
                                            Senior Vice President,
                                            General Counsel and Secretary

The undersigned Participant accepts
the Restricted Stock subject to all the
terms of this Agreement.

/s/
    ------------------------------------
<PAGE>
AWARD NO.  B-120                                            8,392       SHARES
          -------                                       ---------------

                        OCEANEERING INTERNATIONAL, INC.
                  FY99 BONUS RESTRICTED STOCK AWARD AGREEMENT

            THIS AGREEMENT is made as of the date set forth on the signature
page hereof, between Oceaneering International, Inc., a Delaware corporation
(the "Company"), and T. JAY COLLINS (the "Participant"). Except as defined
herein, capitalized terms shall have the same meaning ascribed to them under the
1996 Incentive Plan of Oceaneering International, Inc., as from time to time
amended, a copy of which is attached hereto and made a part hereof for all
purposes (the "Plan"). To the extent that any provision of this Agreement
conflicts with the express terms of the Plan, it is hereby acknowledged and
agreed that the terms of the Plan shall control and, if necessary, the
applicable provisions of this Agreement shall be hereby deemed amended so as to
carry out the purpose and intent of the Plan.

            1. DEFINITIONS. As used herein, the terms set forth below shall have
the following respective meanings:

            (a) "Change in Control" means, with respect to the Company, if (i) a
third person, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company having 30 percent or more of the total number of votes that may be cast
for the election of directors of the Company, or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a majority of the Board
of Directors of the Company or of any successor to the Company. Without limiting
the foregoing, no "Change of Control" shall be deemed to have taken place for
the purposes of this Agreement, if a person or persons is appointed or elected
as a member(s) of the Board as a result of or in connection with a Transaction
or other event unless item (i) or (ii) above shall also have occurred.

            (b) "Closing Stock Price" means, with respect to common stock on a
particular date, (i) if the shares of common stock are listed on a national
securities exchange, the last sale price per share of common stock on any such
national securities exchange on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported and, (ii) if the shares of Common Stock are not so listed but
are quoted in the NASDAQ National Market System, the last sale price per share
of shares of common stock reported on the NASDAQ National Market System on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported.

            (c) "Disability" means a physical or mental impairment of sufficient
severity that, in the opinion of a physician selected by the Company, the
Participant is unable to fulfill his duties.

            2. AWARD. As an FY99 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to action
taken by the Committee on June 17, 1999 (the "Date of Grant"), the Company
hereby awards to the Participant as of the Date of Grant a total of 8,392 shares
of Common Stock, pursuant to the Plan, subject to the conditions and
restrictions set forth below and in the Plan (the "Restricted Stock").

            3. RESTRICTIONS ON TRANSFER. The shares of Restricted Stock granted
hereunder to the Participant may not be sold, assigned, transferred, pledged or
otherwise encumbered from
<PAGE>
the Date of Grant until said shares shall have become vested and not otherwise
subject to forfeiture (and restrictions terminated thereon) in accordance with
the provisions of this Paragraph 3. (The period of time between the Date of
Grant and the vesting of shares of Restricted Stock shall be referred to herein
as the "Restricted Period" as to those shares of stock.) The shares of
Restricted Stock shall be treated as described below for purposes of vesting and
other terms and conditions of this Agreement:

            (a) VESTING OF COMMON STOCK: The shares of the Restricted Stock
shall vest 25% on June 18, 1999, 25% on June 23, 2000, 25% on June 22, 2001 and
25% on June 21, 2002. Upon termination of a Participant's employment (with or
without cause, voluntary, involuntary or for any reason whatsoever except as
provided in Sections 3(c) and 3(d)), all Restricted Stock for which the
conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the date of such termination of employment shall be forfeited.

            (b) TAX REIMBURSEMENT: Within 10 days after the expiration of the
Restricted Period with respect to a particular share of Restricted Stock, the
Company shall pay to the Participant an amount sufficient to provide for the
payment of all United States federal income taxes imposed with respect to
Participant's acquisition of such share, as well as an amount sufficient to
reimburse Participant for the tax obligation on such amounts so that Participant
is paid an amount as a tax assistance payment by the Company sufficient to fund
all of his income taxes on both the share of Restricted Stock and the tax
assistance payment. In the event the Participant is not at the time a tax
assistance payment is to be made subject to United States income tax, such tax
assistance payment shall be computed by reference to the income tax of the laws
of the country to which the participant is subject; provided, however, that such
tax assistance payment shall not exceed the amount that would have been payable
if the Participant were subject solely to United States income tax. No United
States state (or equivalent foreign) income taxes will be considered in
determining tax assistance payments. The Committee shall have sole and complete
discretion in the calculation of tax assistance payments, and the determination
of the Committee shall be final and binding on the Participant except in the
case of bad faith or willful misconduct. In computing the tax assistance
payment, it shall be assumed that the Participant is at the maximum marginal tax
rate for individual taxpayers. Subject to Section 3(c), in the event a
Participant sells any share of Restricted Stock within three years after
expiration of the Restricted Period with respect to such Restricted Stock, the
Participant shall immediately pay to the Company the amount of the tax
assistance payment previously received by the Participant from the Company with
respect to such share.

            (c) EFFECT OF CHANGE IN CONTROL: In the event a Change in Control
occurs prior to the time that the conditions of paragraph (b) above have been
satisfied with respect to a share of Restricted Stock, and upon such Change in
Control, the requirements of paragraph (b) above shall be deemed to have been
satisfied on the the date of such Change of Control, and tax assistance payments
shall be made with respect to such shares within 10 days thereafter.

            (d) EFFECT OF DEATH OR DISABILITY. In the event of the death or
Disability of the Participant while employed by the Company, the conditions of
paragraph (b) above shall be deemed immediately satisfied and tax assistance
payments shall be made by Company to the Participants with respect to such event
within 30 days thereafter.

            (e) DIVIDENDS: Dividends (other than dividends in capital stock)
with respect to shares of Restricted Stock shall be paid to the Participant
without regard to the restrictions otherwise applicable to such shares.
Dividends in capital stock of the Company shall accumulate and be associated
with the Restricted Stock to which they relate and shall vest at the time such
Restricted Stock vests.
<PAGE>
            (f) VOTING OF COMMON STOCK: A Participant shall have the right to
exercise any voting rights appurtenant to Restricted Stock without regard to any
restrictions otherwise imposed by reason of this Agreement.

            4. CODE SECTION 83(B) ELECTION. The Participant shall not make an
election, under Code Section 83(b), to include in income the fair market value
of the Restricted Stock in respect of this award of Restricted Stock on the Date
of Grant.

            5. SALE OF RESTRICTED STOCK. The Participant shall not sell
Restricted Stock except pursuant to an effective registration statement under
the Securities Act of 1933 (or pursuant to an exemption from registration under
such act), and the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the distribution
thereof.

            6. ESCROW OF CERTIFICATES. The certificates representing shares of
Restricted Stock shall be registered in the name of the Participant and
deposited, together with a stock power endorsed by the Participant in blank,
with the Corporate Secretary of the Company during the Restricted Period. Each
such certificate shall bear a legend as provided by the Company, conspicuously
referring to the terms, conditions and restrictions described in the Plan and in
this Agreement. Subject to the provisions of Section 7 below, upon termination
of the Restricted Period with respect to shares of Restricted Stock, a
certificate representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.

            7. WITHHOLDING OF TAXES. No certificates representing the shares of
Restricted Stock shall be delivered to the Participant by the Company unless the
Participant (or Beneficiary, as defined in Section 8 below) remits to the
Company the amount of all federal, state and other governmental withholding tax
requirements imposed upon the Company with respect to the issuance of such
shares or unless provisions to so pay such withholding requirements have been
made to the satisfaction of the Committee.

            8. BENEFICIARY DESIGNATIONS. The Participant may file with the
Corporate Secretary of the Company a designation of one or more beneficiaries
(each a "Beneficiary") to whom shares otherwise due the Participant shall be
distributed in the event of the death of the Participant while in the employ of
the Company. The Participant shall have the right to change the Beneficiary or
Beneficiaries from time to time; provided, however, that any change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any designated Beneficiary survives the Participant but dies before
receiving all of his benefits hereunder, any remaining benefits due him shall be
distributed to the deceased Beneficiary's estate. If there is no effective
Beneficiary designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the payment of any remaining benefits shall be made to the
Participant's estate. In the event of any dispute, the Company shall be fully
protected and discharged of its obligations under this Agreement if it delivers
the shares otherwise due a Participant to the probate court administering his
estate.

            9. LIMITATION OF RIGHTS. Nothing in this Agreement or the Plan shall
be construed to:

            (a) give the Participant any right to be awarded any Restricted
Stock other than in the sole discretion of the Committee;

            (b) give the Participant or any other person any interest in any
fund or in any specified asset or assets of the Company or any affiliate of the
Company; or
<PAGE>
            (c) confer upon the Participant the right to continue in the
employment or service of the Company or any affiliate of the Company, or affect
the right of the Company or any affiliate of the Company to terminate the
employment or service of the Participant at any time or for any reason.

            The Committee shall have the discretion to make determinations under
this Agreement and Plan, and such determinations shall be final and binding on
the Participant except in the case of bad faith and willful misconduct.

            10. NONALIENATION OF BENEFITS. Except as contemplated by Section 8
above, no right or benefit under this Agreement shall be subject to transfer,
anticipation, alienation, sale, assignment, pledge, encumbrance or charge,
whether voluntary, involuntary, or by operation of law, and any attempt to
transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the
same shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. If the Participant or his Beneficiary hereunder shall
become bankrupt or attempt to transfer, anticipate, alienate, assign, sell,
pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by Section 8 above, or if any creditor shall attempt to subject the
same to a writ of garnishment, attachment, execution, sequestration, or any
other form of process or involuntary lien or seizure, then such right or benefit
shall cease and terminate.

            11. PREREQUISITES TO BENEFITS. Neither the Participant, nor any
person claiming through the Participant, shall have any right or interest in the
Restricted Stock awarded hereunder, unless and until all the terms, conditions
and provisions of this Agreement and the Plan which affect the Participant or
such other person shall have been complied with as specified herein.

            12. RIGHTS AS A STOCKHOLDER. Subject to the limitations and
restrictions contained herein, the Participant (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been registered in his name hereunder.

            13. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to
the benefit of and be enforceable by the Participant, the Company and their
respective permitted successors and assigns (including personal representatives,
heirs and legatees), except that the Participant may not assign any rights or
obligations under this Agreement except to the extent and in the manner
expressly permitted herein.

            14. The Committee shall have sole and complete discretion in the
interpretation of this Agreement and the determination of the Committee shall be
final and binding on the Participant except in the case of bad faith or willful
misconduct.

            15. GOVERNING LAW. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Delaware.

            16. GENDER AND NUMBER. Whenever the context requires or permits, the
gender and number of words shall be interchangeable.

            This Agreement is executed and delivered, in duplicate, pursuant to
the Plan, the provisions of which are incorporated herein by reference.
<PAGE>
            Dated: June 18, 1999.

                                    OCEANEERING INTERNATIONAL, INC.

                                    By  /s/
                                           ------------------------------------
                                           George R. Haubenreich, Jr.
                                           Senior Vice President,
                                           General Counsel and Secretary
The undersigned Participant accepts
the Restricted Stock subject to all the
terms of this Agreement.

/s/
    -----------------------------------
<PAGE>
AWARD NO.  B-121                                            3,620       SHARES
          -------                                       ---------------

                        OCEANEERING INTERNATIONAL, INC.
                  FY99 BONUS RESTRICTED STOCK AWARD AGREEMENT

            THIS AGREEMENT is made as of the date set forth on the signature
page hereof, between Oceaneering International, Inc., a Delaware corporation
(the "Company"), and BRUCE CRAGER (the "Participant"). Except as defined herein,
capitalized terms shall have the same meaning ascribed to them under the 1996
Incentive Plan of Oceaneering International, Inc., as from time to time amended,
a copy of which is attached hereto and made a part hereof for all purposes (the
"Plan"). To the extent that any provision of this Agreement conflicts with the
express terms of the Plan, it is hereby acknowledged and agreed that the terms
of the Plan shall control and, if necessary, the applicable provisions of this
Agreement shall be hereby deemed amended so as to carry out the purpose and
intent of the Plan.

            1. DEFINITIONS. As used herein, the terms set forth below shall have
the following respective meanings:

            (a) "Change in Control" means, with respect to the Company, if (i) a
third person, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company having 30 percent or more of the total number of votes that may be cast
for the election of directors of the Company, or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a majority of the Board
of Directors of the Company or of any successor to the Company. Without limiting
the foregoing, no "Change of Control" shall be deemed to have taken place for
the purposes of this Agreement, if a person or persons is appointed or elected
as a member(s) of the Board as a result of or in connection with a Transaction
or other event unless item (i) or (ii) above shall also have occurred.

            (b) "Closing Stock Price" means, with respect to common stock on a
particular date, (i) if the shares of common stock are listed on a national
securities exchange, the last sale price per share of common stock on any such
national securities exchange on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported and, (ii) if the shares of Common Stock are not so listed but
are quoted in the NASDAQ National Market System, the last sale price per share
of shares of common stock reported on the NASDAQ National Market System on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported.

            (c) "Disability" means a physical or mental impairment of sufficient
severity that, in the opinion of a physician selected by the Company, the
Participant is unable to fulfill his duties.

            2. AWARD. As an FY99 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to action
taken by the Committee on June 17, 1999 (the "Date of Grant"), the Company
hereby awards to the Participant as of the Date of Grant a total of 3,620 shares
of Common Stock, pursuant to the Plan, subject to the conditions and
restrictions set forth below and in the Plan (the "Restricted Stock").

            3. RESTRICTIONS ON TRANSFER. The shares of Restricted Stock granted
hereunder to the Participant may not be sold, assigned, transferred, pledged or
otherwise encumbered from
<PAGE>
the Date of Grant until said shares shall have become vested and not otherwise
subject to forfeiture (and restrictions terminated thereon) in accordance with
the provisions of this Paragraph 3. (The period of time between the Date of
Grant and the vesting of shares of Restricted Stock shall be referred to herein
as the "Restricted Period" as to those shares of stock.) The shares of
Restricted Stock shall be treated as described below for purposes of vesting and
other terms and conditions of this Agreement:

            (a) VESTING OF COMMON STOCK: The shares of the Restricted Stock
shall vest 25% on June 18, 1999, 25% on June 23, 2000, 25% on June 22, 2001 and
25% on June 21, 2002. Upon termination of a Participant's employment (with or
without cause, voluntary, involuntary or for any reason whatsoever except as
provided in Sections 3(c) and 3(d)), all Restricted Stock for which the
conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the date of such termination of employment shall be forfeited.

            (b) TAX REIMBURSEMENT: Within 10 days after the expiration of the
Restricted Period with respect to a particular share of Restricted Stock, the
Company shall pay to the Participant an amount sufficient to provide for the
payment of all United States federal income taxes imposed with respect to
Participant's acquisition of such share, as well as an amount sufficient to
reimburse Participant for the tax obligation on such amounts so that Participant
is paid an amount as a tax assistance payment by the Company sufficient to fund
all of his income taxes on both the share of Restricted Stock and the tax
assistance payment. In the event the Participant is not at the time a tax
assistance payment is to be made subject to United States income tax, such tax
assistance payment shall be computed by reference to the income tax of the laws
of the country to which the participant is subject; provided, however, that such
tax assistance payment shall not exceed the amount that would have been payable
if the Participant were subject solely to United States income tax. No United
States state (or equivalent foreign) income taxes will be considered in
determining tax assistance payments. The Committee shall have sole and complete
discretion in the calculation of tax assistance payments, and the determination
of the Committee shall be final and binding on the Participant except in the
case of bad faith or willful misconduct. In computing the tax assistance
payment, it shall be assumed that the Participant is at the maximum marginal tax
rate for individual taxpayers. Subject to Section 3(c), in the event a
Participant sells any share of Restricted Stock within three years after
expiration of the Restricted Period with respect to such Restricted Stock, the
Participant shall immediately pay to the Company the amount of the tax
assistance payment previously received by the Participant from the Company with
respect to such share.

            (c) EFFECT OF CHANGE IN CONTROL: In the event a Change in Control
occurs prior to the time that the conditions of paragraph (b) above have been
satisfied with respect to a share of Restricted Stock, and upon such Change in
Control, the requirements of paragraph (b) above shall be deemed to have been
satisfied on the the date of such Change of Control, and tax assistance payments
shall be made with respect to such shares within 10 days thereafter.

            (d) EFFECT OF DEATH OR DISABILITY. In the event of the death or
Disability of the Participant while employed by the Company, the conditions of
paragraph (b) above shall be deemed immediately satisfied and tax assistance
payments shall be made by Company to the Participants with respect to such event
within 30 days thereafter.

            (e) DIVIDENDS: Dividends (other than dividends in capital stock)
with respect to shares of Restricted Stock shall be paid to the Participant
without regard to the restrictions otherwise applicable to such shares.
Dividends in capital stock of the Company shall accumulate and be associated
with the Restricted Stock to which they relate and shall vest at the time such
Restricted Stock vests.
<PAGE>
            (f) VOTING OF COMMON STOCK: A Participant shall have the right to
exercise any voting rights appurtenant to Restricted Stock without regard to any
restrictions otherwise imposed by reason of this Agreement.

            4. CODE SECTION 83(B) ELECTION. The Participant shall not make an
election, under Code Section 83(b), to include in income the fair market value
of the Restricted Stock in respect of this award of Restricted Stock on the Date
of Grant.

            5. SALE OF RESTRICTED STOCK. The Participant shall not sell
Restricted Stock except pursuant to an effective registration statement under
the Securities Act of 1933 (or pursuant to an exemption from registration under
such act), and the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the distribution
thereof.

            6. ESCROW OF CERTIFICATES. The certificates representing shares of
Restricted Stock shall be registered in the name of the Participant and
deposited, together with a stock power endorsed by the Participant in blank,
with the Corporate Secretary of the Company during the Restricted Period. Each
such certificate shall bear a legend as provided by the Company, conspicuously
referring to the terms, conditions and restrictions described in the Plan and in
this Agreement. Subject to the provisions of Section 7 below, upon termination
of the Restricted Period with respect to shares of Restricted Stock, a
certificate representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.

            7. WITHHOLDING OF TAXES. No certificates representing the shares of
Restricted Stock shall be delivered to the Participant by the Company unless the
Participant (or Beneficiary, as defined in Section 8 below) remits to the
Company the amount of all federal, state and other governmental withholding tax
requirements imposed upon the Company with respect to the issuance of such
shares or unless provisions to so pay such withholding requirements have been
made to the satisfaction of the Committee.

            8. BENEFICIARY DESIGNATIONS. The Participant may file with the
Corporate Secretary of the Company a designation of one or more beneficiaries
(each a "Beneficiary") to whom shares otherwise due the Participant shall be
distributed in the event of the death of the Participant while in the employ of
the Company. The Participant shall have the right to change the Beneficiary or
Beneficiaries from time to time; provided, however, that any change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any designated Beneficiary survives the Participant but dies before
receiving all of his benefits hereunder, any remaining benefits due him shall be
distributed to the deceased Beneficiary's estate. If there is no effective
Beneficiary designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the payment of any remaining benefits shall be made to the
Participant's estate. In the event of any dispute, the Company shall be fully
protected and discharged of its obligations under this Agreement if it delivers
the shares otherwise due a Participant to the probate court administering his
estate.

            9. LIMITATION OF RIGHTS. Nothing in this Agreement or the Plan shall
be construed to:

            (a) give the Participant any right to be awarded any Restricted
Stock other than in the sole discretion of the Committee;

            (b) give the Participant or any other person any interest in any
fund or in any specified asset or assets of the Company or any affiliate of the
Company; or
<PAGE>
            (c) confer upon the Participant the right to continue in the
employment or service of the Company or any affiliate of the Company, or affect
the right of the Company or any affiliate of the Company to terminate the
employment or service of the Participant at any time or for any reason.

            The Committee shall have the discretion to make determinations under
this Agreement and Plan, and such determinations shall be final and binding on
the Participant except in the case of bad faith and willful misconduct.

            10. NONALIENATION OF BENEFITS. Except as contemplated by Section 8
above, no right or benefit under this Agreement shall be subject to transfer,
anticipation, alienation, sale, assignment, pledge, encumbrance or charge,
whether voluntary, involuntary, or by operation of law, and any attempt to
transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the
same shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. If the Participant or his Beneficiary hereunder shall
become bankrupt or attempt to transfer, anticipate, alienate, assign, sell,
pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by Section 8 above, or if any creditor shall attempt to subject the
same to a writ of garnishment, attachment, execution, sequestration, or any
other form of process or involuntary lien or seizure, then such right or benefit
shall cease and terminate.

            11. PREREQUISITES TO BENEFITS. Neither the Participant, nor any
person claiming through the Participant, shall have any right or interest in the
Restricted Stock awarded hereunder, unless and until all the terms, conditions
and provisions of this Agreement and the Plan which affect the Participant or
such other person shall have been complied with as specified herein.

            12. RIGHTS AS A STOCKHOLDER. Subject to the limitations and
restrictions contained herein, the Participant (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been registered in his name hereunder.

            13. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to
the benefit of and be enforceable by the Participant, the Company and their
respective permitted successors and assigns (including personal representatives,
heirs and legatees), except that the Participant may not assign any rights or
obligations under this Agreement except to the extent and in the manner
expressly permitted herein.

            14. The Committee shall have sole and complete discretion in the
interpretation of this Agreement and the determination of the Committee shall be
final and binding on the Participant except in the case of bad faith or willful
misconduct.

            15. GOVERNING LAW. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Delaware.

            16. GENDER AND NUMBER. Whenever the context requires or permits, the
gender and number of words shall be interchangeable.

            This Agreement is executed and delivered, in duplicate, pursuant to
the Plan, the provisions of which are incorporated herein by reference.
<PAGE>
            Dated: June 18, 1999.

                                    OCEANEERING INTERNATIONAL, INC.

                                    By /s/
                                           ------------------------------------
                                           George R. Haubenreich, Jr.
                                           Senior Vice President,
                                           General Counsel and Secretary

The undersigned Participant accepts
the Restricted Stock subject to all the
terms of this Agreement.

/s/ ___________________________________
<PAGE>
AWARD NO.   B-122                                          2,400        SHARES
          -------                                       ---------------

                        OCEANEERING INTERNATIONAL, INC.
                  FY99 BONUS RESTRICTED STOCK AWARD AGREEMENT

            THIS AGREEMENT is made as of the date set forth on the signature
page hereof, between Oceaneering International, Inc., a Delaware corporation
(the "Company"), and MARVIN J. MIGURA (the "Participant"). Except as defined
herein, capitalized terms shall have the same meaning ascribed to them under the
1996 Incentive Plan of Oceaneering International, Inc., as from time to time
amended, a copy of which is attached hereto and made a part hereof for all
purposes (the "Plan"). To the extent that any provision of this Agreement
conflicts with the express terms of the Plan, it is hereby acknowledged and
agreed that the terms of the Plan shall control and, if necessary, the
applicable provisions of this Agreement shall be hereby deemed amended so as to
carry out the purpose and intent of the Plan.

            1. DEFINITIONS. As used herein, the terms set forth below shall have
the following respective meanings:

            (a) "Change in Control" means, with respect to the Company, if (i) a
third person, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company having 30 percent or more of the total number of votes that may be cast
for the election of directors of the Company, or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a majority of the Board
of Directors of the Company or of any successor to the Company. Without limiting
the foregoing, no "Change of Control" shall be deemed to have taken place for
the purposes of this Agreement, if a person or persons is appointed or elected
as a member(s) of the Board as a result of or in connection with a Transaction
or other event unless item (i) or (ii) above shall also have occurred.

            (b) "Closing Stock Price" means, with respect to common stock on a
particular date, (i) if the shares of common stock are listed on a national
securities exchange, the last sale price per share of common stock on any such
national securities exchange on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported and, (ii) if the shares of Common Stock are not so listed but
are quoted in the NASDAQ National Market System, the last sale price per share
of shares of common stock reported on the NASDAQ National Market System on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported.

            (c) "Disability" means a physical or mental impairment of sufficient
severity that, in the opinion of a physician selected by the Company, the
Participant is unable to fulfill his duties.

            2. AWARD. As an FY99 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to action
taken by the Committee on June 17, 1999 (the "Date of Grant"), the Company
hereby awards to the Participant as of the Date of Grant a total of 2,400 shares
of Common Stock, pursuant to the Plan, subject to the conditions and
restrictions set forth below and in the Plan (the "Restricted Stock").

            3. RESTRICTIONS ON TRANSFER. The shares of Restricted Stock granted
hereunder to the Participant may not be sold, assigned, transferred, pledged or
otherwise encumbered from
<PAGE>
the Date of Grant until said shares shall have become vested and not otherwise
subject to forfeiture (and restrictions terminated thereon) in accordance with
the provisions of this Paragraph 3. (The period of time between the Date of
Grant and the vesting of shares of Restricted Stock shall be referred to herein
as the "Restricted Period" as to those shares of stock.) The shares of
Restricted Stock shall be treated as described below for purposes of vesting and
other terms and conditions of this Agreement:

            (a) VESTING OF COMMON STOCK: The shares of the Restricted Stock
shall vest 25% on June 18, 1999, 25% on June 23, 2000, 25% on June 22, 2001 and
25% on June 21, 2002. Upon termination of a Participant's employment (with or
without cause, voluntary, involuntary or for any reason whatsoever except as
provided in Sections 3(c) and 3(d)), all Restricted Stock for which the
conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the date of such termination of employment shall be forfeited.

            (b) TAX REIMBURSEMENT: Within 10 days after the expiration of the
Restricted Period with respect to a particular share of Restricted Stock, the
Company shall pay to the Participant an amount sufficient to provide for the
payment of all United States federal income taxes imposed with respect to
Participant's acquisition of such share, as well as an amount sufficient to
reimburse Participant for the tax obligation on such amounts so that Participant
is paid an amount as a tax assistance payment by the Company sufficient to fund
all of his income taxes on both the share of Restricted Stock and the tax
assistance payment. In the event the Participant is not at the time a tax
assistance payment is to be made subject to United States income tax, such tax
assistance payment shall be computed by reference to the income tax of the laws
of the country to which the participant is subject; provided, however, that such
tax assistance payment shall not exceed the amount that would have been payable
if the Participant were subject solely to United States income tax. No United
States state (or equivalent foreign) income taxes will be considered in
determining tax assistance payments. The Committee shall have sole and complete
discretion in the calculation of tax assistance payments, and the determination
of the Committee shall be final and binding on the Participant except in the
case of bad faith or willful misconduct. In computing the tax assistance
payment, it shall be assumed that the Participant is at the maximum marginal tax
rate for individual taxpayers. Subject to Section 3(c), in the event a
Participant sells any share of Restricted Stock within three years after
expiration of the Restricted Period with respect to such Restricted Stock, the
Participant shall immediately pay to the Company the amount of the tax
assistance payment previously received by the Participant from the Company with
respect to such share.

            (c) EFFECT OF CHANGE IN CONTROL: In the event a Change in Control
occurs prior to the time that the conditions of paragraph (b) above have been
satisfied with respect to a share of Restricted Stock, and upon such Change in
Control, the requirements of paragraph (b) above shall be deemed to have been
satisfied on the the date of such Change of Control, and tax assistance payments
shall be made with respect to such shares within 10 days thereafter.

            (d) EFFECT OF DEATH OR DISABILITY. In the event of the death or
Disability of the Participant while employed by the Company, the conditions of
paragraph (b) above shall be deemed immediately satisfied and tax assistance
payments shall be made by Company to the Participants with respect to such event
within 30 days thereafter.

            (e) DIVIDENDS: Dividends (other than dividends in capital stock)
with respect to shares of Restricted Stock shall be paid to the Participant
without regard to the restrictions otherwise applicable to such shares.
Dividends in capital stock of the Company shall accumulate and be associated
with the Restricted Stock to which they relate and shall vest at the time such
Restricted Stock vests.
<PAGE>
            (f) VOTING OF COMMON STOCK: A Participant shall have the right to
exercise any voting rights appurtenant to Restricted Stock without regard to any
restrictions otherwise imposed by reason of this Agreement.

            4. CODE SECTION 83(B) ELECTION. The Participant shall not make an
election, under Code Section 83(b), to include in income the fair market value
of the Restricted Stock in respect of this award of Restricted Stock on the Date
of Grant.

            5. SALE OF RESTRICTED STOCK. The Participant shall not sell
Restricted Stock except pursuant to an effective registration statement under
the Securities Act of 1933 (or pursuant to an exemption from registration under
such act), and the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the distribution
thereof.

            6. ESCROW OF CERTIFICATES. The certificates representing shares of
Restricted Stock shall be registered in the name of the Participant and
deposited, together with a stock power endorsed by the Participant in blank,
with the Corporate Secretary of the Company during the Restricted Period. Each
such certificate shall bear a legend as provided by the Company, conspicuously
referring to the terms, conditions and restrictions described in the Plan and in
this Agreement. Subject to the provisions of Section 7 below, upon termination
of the Restricted Period with respect to shares of Restricted Stock, a
certificate representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.

            7. WITHHOLDING OF TAXES. No certificates representing the shares of
Restricted Stock shall be delivered to the Participant by the Company unless the
Participant (or Beneficiary, as defined in Section 8 below) remits to the
Company the amount of all federal, state and other governmental withholding tax
requirements imposed upon the Company with respect to the issuance of such
shares or unless provisions to so pay such withholding requirements have been
made to the satisfaction of the Committee.

            8. BENEFICIARY DESIGNATIONS. The Participant may file with the
Corporate Secretary of the Company a designation of one or more beneficiaries
(each a "Beneficiary") to whom shares otherwise due the Participant shall be
distributed in the event of the death of the Participant while in the employ of
the Company. The Participant shall have the right to change the Beneficiary or
Beneficiaries from time to time; provided, however, that any change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any designated Beneficiary survives the Participant but dies before
receiving all of his benefits hereunder, any remaining benefits due him shall be
distributed to the deceased Beneficiary's estate. If there is no effective
Beneficiary designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the payment of any remaining benefits shall be made to the
Participant's estate. In the event of any dispute, the Company shall be fully
protected and discharged of its obligations under this Agreement if it delivers
the shares otherwise due a Participant to the probate court administering his
estate.

            9. LIMITATION OF RIGHTS. Nothing in this Agreement or the Plan shall
be construed to:

            (a) give the Participant any right to be awarded any Restricted
Stock other than in the sole discretion of the Committee;

            (b) give the Participant or any other person any interest in any
fund or in any specified asset or assets of the Company or any affiliate of the
Company; or
<PAGE>
            (c) confer upon the Participant the right to continue in the
employment or service of the Company or any affiliate of the Company, or affect
the right of the Company or any affiliate of the Company to terminate the
employment or service of the Participant at any time or for any reason.

            The Committee shall have the discretion to make determinations under
this Agreement and Plan, and such determinations shall be final and binding on
the Participant except in the case of bad faith and willful misconduct.

            10. NONALIENATION OF BENEFITS. Except as contemplated by Section 8
above, no right or benefit under this Agreement shall be subject to transfer,
anticipation, alienation, sale, assignment, pledge, encumbrance or charge,
whether voluntary, involuntary, or by operation of law, and any attempt to
transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the
same shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. If the Participant or his Beneficiary hereunder shall
become bankrupt or attempt to transfer, anticipate, alienate, assign, sell,
pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by Section 8 above, or if any creditor shall attempt to subject the
same to a writ of garnishment, attachment, execution, sequestration, or any
other form of process or involuntary lien or seizure, then such right or benefit
shall cease and terminate.

            11. PREREQUISITES TO BENEFITS. Neither the Participant, nor any
person claiming through the Participant, shall have any right or interest in the
Restricted Stock awarded hereunder, unless and until all the terms, conditions
and provisions of this Agreement and the Plan which affect the Participant or
such other person shall have been complied with as specified herein.

            12. RIGHTS AS A STOCKHOLDER. Subject to the limitations and
restrictions contained herein, the Participant (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been registered in his name hereunder.

            13. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to
the benefit of and be enforceable by the Participant, the Company and their
respective permitted successors and assigns (including personal representatives,
heirs and legatees), except that the Participant may not assign any rights or
obligations under this Agreement except to the extent and in the manner
expressly permitted herein.

            14. The Committee shall have sole and complete discretion in the
interpretation of this Agreement and the determination of the Committee shall be
final and binding on the Participant except in the case of bad faith or willful
misconduct.

            15. GOVERNING LAW. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Delaware.

            16. GENDER AND NUMBER. Whenever the context requires or permits, the
gender and number of words shall be interchangeable.

            This Agreement is executed and delivered, in duplicate, pursuant to
the Plan, the provisions of which are incorporated herein by reference.
<PAGE>
            Dated: June 18, 1999.

                                    OCEANEERING INTERNATIONAL, INC.

                                    By /s/
                                           ------------------------------------
                                           George R. Haubenreich, Jr.
                                           Senior Vice President,
                                           General Counsel and Secretary

The undersigned Participant accepts
the Restricted Stock subject to all the
terms of this Agreement.

/s/
    -----------------------------------
<PAGE>
AWARD NO.  B-123                                           4,828        SHARES
          -------                                       ---------------

                        OCEANEERING INTERNATIONAL, INC.
                  FY99 BONUS RESTRICTED STOCK AWARD AGREEMENT

            THIS AGREEMENT is made as of the date set forth on the signature
page hereof, between Oceaneering International, Inc., a Delaware corporation
(the "Company"), and M. KEVIN MCEVOY (the "Participant"). Except as defined
herein, capitalized terms shall have the same meaning ascribed to them under the
1996 Incentive Plan of Oceaneering International, Inc., as from time to time
amended, a copy of which is attached hereto and made a part hereof for all
purposes (the "Plan"). To the extent that any provision of this Agreement
conflicts with the express terms of the Plan, it is hereby acknowledged and
agreed that the terms of the Plan shall control and, if necessary, the
applicable provisions of this Agreement shall be hereby deemed amended so as to
carry out the purpose and intent of the Plan.

            1. DEFINITIONS. As used herein, the terms set forth below shall have
the following respective meanings:

            (a) "Change in Control" means, with respect to the Company, if (i) a
third person, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company having 30 percent or more of the total number of votes that may be cast
for the election of directors of the Company, or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a majority of the Board
of Directors of the Company or of any successor to the Company. Without limiting
the foregoing, no "Change of Control" shall be deemed to have taken place for
the purposes of this Agreement, if a person or persons is appointed or elected
as a member(s) of the Board as a result of or in connection with a Transaction
or other event unless item (i) or (ii) above shall also have occurred.

            (b) "Closing Stock Price" means, with respect to common stock on a
particular date, (i) if the shares of common stock are listed on a national
securities exchange, the last sale price per share of common stock on any such
national securities exchange on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported and, (ii) if the shares of Common Stock are not so listed but
are quoted in the NASDAQ National Market System, the last sale price per share
of shares of common stock reported on the NASDAQ National Market System on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported.

            (c) "Disability" means a physical or mental impairment of sufficient
severity that, in the opinion of a physician selected by the Company, the
Participant is unable to fulfill his duties.

            2. AWARD. As an FY99 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to action
taken by the Committee on June 17, 1999 (the "Date of Grant"), the Company
hereby awards to the Participant as of the Date of Grant a total of 4,828 shares
of Common Stock, pursuant to the Plan, subject to the conditions and
restrictions set forth below and in the Plan (the "Restricted Stock").

            3. RESTRICTIONS ON TRANSFER. The shares of Restricted Stock granted
hereunder to the Participant may not be sold, assigned, transferred, pledged or
otherwise encumbered from
<PAGE>
the Date of Grant until said shares shall have become vested and not otherwise
subject to forfeiture (and restrictions terminated thereon) in accordance with
the provisions of this Paragraph 3. (The period of time between the Date of
Grant and the vesting of shares of Restricted Stock shall be referred to herein
as the "Restricted Period" as to those shares of stock.) The shares of
Restricted Stock shall be treated as described below for purposes of vesting and
other terms and conditions of this Agreement:

            (a) VESTING OF COMMON STOCK: The shares of the Restricted Stock
shall vest 25% on June 18, 1999, 25% on June 23, 2000, 25% on June 22, 2001 and
25% on June 21, 2002. Upon termination of a Participant's employment (with or
without cause, voluntary, involuntary or for any reason whatsoever except as
provided in Sections 3(c) and 3(d)), all Restricted Stock for which the
conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the date of such termination of employment shall be forfeited.

            (b) TAX REIMBURSEMENT: Within 10 days after the expiration of the
Restricted Period with respect to a particular share of Restricted Stock, the
Company shall pay to the Participant an amount sufficient to provide for the
payment of all United States federal income taxes imposed with respect to
Participant's acquisition of such share, as well as an amount sufficient to
reimburse Participant for the tax obligation on such amounts so that Participant
is paid an amount as a tax assistance payment by the Company sufficient to fund
all of his income taxes on both the share of Restricted Stock and the tax
assistance payment. In the event the Participant is not at the time a tax
assistance payment is to be made subject to United States income tax, such tax
assistance payment shall be computed by reference to the income tax of the laws
of the country to which the participant is subject; provided, however, that such
tax assistance payment shall not exceed the amount that would have been payable
if the Participant were subject solely to United States income tax. No United
States state (or equivalent foreign) income taxes will be considered in
determining tax assistance payments. The Committee shall have sole and complete
discretion in the calculation of tax assistance payments, and the determination
of the Committee shall be final and binding on the Participant except in the
case of bad faith or willful misconduct. In computing the tax assistance
payment, it shall be assumed that the Participant is at the maximum marginal tax
rate for individual taxpayers. Subject to Section 3(c), in the event a
Participant sells any share of Restricted Stock within three years after
expiration of the Restricted Period with respect to such Restricted Stock, the
Participant shall immediately pay to the Company the amount of the tax
assistance payment previously received by the Participant from the Company with
respect to such share.

            (c) EFFECT OF CHANGE IN CONTROL: In the event a Change in Control
occurs prior to the time that the conditions of paragraph (b) above have been
satisfied with respect to a share of Restricted Stock, and upon such Change in
Control, the requirements of paragraph (b) above shall be deemed to have been
satisfied on the the date of such Change of Control, and tax assistance payments
shall be made with respect to such shares within 10 days thereafter.

            (d) EFFECT OF DEATH OR DISABILITY. In the event of the death or
Disability of the Participant while employed by the Company, the conditions of
paragraph (b) above shall be deemed immediately satisfied and tax assistance
payments shall be made by Company to the Participants with respect to such event
within 30 days thereafter.

            (e) DIVIDENDS: Dividends (other than dividends in capital stock)
with respect to shares of Restricted Stock shall be paid to the Participant
without regard to the restrictions otherwise applicable to such shares.
Dividends in capital stock of the Company shall accumulate and be associated
with the Restricted Stock to which they relate and shall vest at the time such
Restricted Stock vests.
<PAGE>
            (f) VOTING OF COMMON STOCK: A Participant shall have the right to
exercise any voting rights appurtenant to Restricted Stock without regard to any
restrictions otherwise imposed by reason of this Agreement.

            4. CODE SECTION 83(B) ELECTION. The Participant shall not make an
election, under Code Section 83(b), to include in income the fair market value
of the Restricted Stock in respect of this award of Restricted Stock on the Date
of Grant.

            5. SALE OF RESTRICTED STOCK. The Participant shall not sell
Restricted Stock except pursuant to an effective registration statement under
the Securities Act of 1933 (or pursuant to an exemption from registration under
such act), and the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the distribution
thereof.

            6. ESCROW OF CERTIFICATES. The certificates representing shares of
Restricted Stock shall be registered in the name of the Participant and
deposited, together with a stock power endorsed by the Participant in blank,
with the Corporate Secretary of the Company during the Restricted Period. Each
such certificate shall bear a legend as provided by the Company, conspicuously
referring to the terms, conditions and restrictions described in the Plan and in
this Agreement. Subject to the provisions of Section 7 below, upon termination
of the Restricted Period with respect to shares of Restricted Stock, a
certificate representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.

            7. WITHHOLDING OF TAXES. No certificates representing the shares of
Restricted Stock shall be delivered to the Participant by the Company unless the
Participant (or Beneficiary, as defined in Section 8 below) remits to the
Company the amount of all federal, state and other governmental withholding tax
requirements imposed upon the Company with respect to the issuance of such
shares or unless provisions to so pay such withholding requirements have been
made to the satisfaction of the Committee.

            8. BENEFICIARY DESIGNATIONS. The Participant may file with the
Corporate Secretary of the Company a designation of one or more beneficiaries
(each a "Beneficiary") to whom shares otherwise due the Participant shall be
distributed in the event of the death of the Participant while in the employ of
the Company. The Participant shall have the right to change the Beneficiary or
Beneficiaries from time to time; provided, however, that any change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any designated Beneficiary survives the Participant but dies before
receiving all of his benefits hereunder, any remaining benefits due him shall be
distributed to the deceased Beneficiary's estate. If there is no effective
Beneficiary designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the payment of any remaining benefits shall be made to the
Participant's estate. In the event of any dispute, the Company shall be fully
protected and discharged of its obligations under this Agreement if it delivers
the shares otherwise due a Participant to the probate court administering his
estate.

            9. LIMITATION OF RIGHTS. Nothing in this Agreement or the Plan shall
be construed to:

            (a) give the Participant any right to be awarded any Restricted
Stock other than in the sole discretion of the Committee;

            (b) give the Participant or any other person any interest in any
fund or in any specified asset or assets of the Company or any affiliate of the
Company; or
<PAGE>
            (c) confer upon the Participant the right to continue in the
employment or service of the Company or any affiliate of the Company, or affect
the right of the Company or any affiliate of the Company to terminate the
employment or service of the Participant at any time or for any reason.

            The Committee shall have the discretion to make determinations under
this Agreement and Plan, and such determinations shall be final and binding on
the Participant except in the case of bad faith and willful misconduct.

            10. NONALIENATION OF BENEFITS. Except as contemplated by Section 8
above, no right or benefit under this Agreement shall be subject to transfer,
anticipation, alienation, sale, assignment, pledge, encumbrance or charge,
whether voluntary, involuntary, or by operation of law, and any attempt to
transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the
same shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. If the Participant or his Beneficiary hereunder shall
become bankrupt or attempt to transfer, anticipate, alienate, assign, sell,
pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by Section 8 above, or if any creditor shall attempt to subject the
same to a writ of garnishment, attachment, execution, sequestration, or any
other form of process or involuntary lien or seizure, then such right or benefit
shall cease and terminate.

            11. PREREQUISITES TO BENEFITS. Neither the Participant, nor any
person claiming through the Participant, shall have any right or interest in the
Restricted Stock awarded hereunder, unless and until all the terms, conditions
and provisions of this Agreement and the Plan which affect the Participant or
such other person shall have been complied with as specified herein.

            12. RIGHTS AS A STOCKHOLDER. Subject to the limitations and
restrictions contained herein, the Participant (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been registered in his name hereunder.

            13. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to
the benefit of and be enforceable by the Participant, the Company and their
respective permitted successors and assigns (including personal representatives,
heirs and legatees), except that the Participant may not assign any rights or
obligations under this Agreement except to the extent and in the manner
expressly permitted herein.

            14. The Committee shall have sole and complete discretion in the
interpretation of this Agreement and the determination of the Committee shall be
final and binding on the Participant except in the case of bad faith or willful
misconduct.

            15. GOVERNING LAW. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Delaware.

            16. GENDER AND NUMBER. Whenever the context requires or permits, the
gender and number of words shall be interchangeable.

            This Agreement is executed and delivered, in duplicate, pursuant to
the Plan, the provisions of which are incorporated herein by reference.
<PAGE>
            Dated: June 18, 1999.

                                    OCEANEERING INTERNATIONAL, INC.

                                    By /s/
                                           ------------------------------------
                                           George R. Haubenreich, Jr.
                                           Senior Vice President,
                                           General Counsel and Secretary

The undersigned Participant accepts
the Restricted Stock subject to all the
terms of this Agreement.

/s/
   ------------------------------------
<PAGE>
AWARD NO.  B-124                                            1,200       SHARES
          -------                                       ---------------

                        OCEANEERING INTERNATIONAL, INC.
                  FY99 BONUS RESTRICTED STOCK AWARD AGREEMENT

            THIS AGREEMENT is made as of the date set forth on the signature
page hereof, between Oceaneering International, Inc., a Delaware corporation
(the "Company"), and GEORGE R. HAUBENREICH, JR. (the "Participant"). Except as
defined herein, capitalized terms shall have the same meaning ascribed to them
under the 1996 Incentive Plan of Oceaneering International, Inc., as from time
to time amended, a copy of which is attached hereto and made a part hereof for
all purposes (the "Plan"). To the extent that any provision of this Agreement
conflicts with the express terms of the Plan, it is hereby acknowledged and
agreed that the terms of the Plan shall control and, if necessary, the
applicable provisions of this Agreement shall be hereby deemed amended so as to
carry out the purpose and intent of the Plan.

            1. DEFINITIONS. As used herein, the terms set forth below shall have
the following respective meanings:

            (a) "Change in Control" means, with respect to the Company, if (i) a
third person, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company having 30 percent or more of the total number of votes that may be cast
for the election of directors of the Company, or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a majority of the Board
of Directors of the Company or of any successor to the Company. Without limiting
the foregoing, no "Change of Control" shall be deemed to have taken place for
the purposes of this Agreement, if a person or persons is appointed or elected
as a member(s) of the Board as a result of or in connection with a Transaction
or other event unless item (i) or (ii) above shall also have occurred.

            (b) "Closing Stock Price" means, with respect to common stock on a
particular date, (i) if the shares of common stock are listed on a national
securities exchange, the last sale price per share of common stock on any such
national securities exchange on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported and, (ii) if the shares of Common Stock are not so listed but
are quoted in the NASDAQ National Market System, the last sale price per share
of shares of common stock reported on the NASDAQ National Market System on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported.

            (c) "Disability" means a physical or mental impairment of sufficient
severity that, in the opinion of a physician selected by the Company, the
Participant is unable to fulfill his duties.

            2. AWARD. As an FY99 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to action
taken by the Committee on June 17, 1999 (the "Date of Grant"), the Company
hereby awards to the Participant as of the Date of Grant a total of 1,200 shares
of Common Stock, pursuant to the Plan, subject to the conditions and
restrictions set forth below and in the Plan (the "Restricted Stock").

            3. RESTRICTIONS ON TRANSFER. The shares of Restricted Stock granted
hereunder to the Participant may not be sold, assigned, transferred, pledged or
otherwise encumbered from
<PAGE>
the Date of Grant until said shares shall have become vested and not otherwise
subject to forfeiture (and restrictions terminated thereon) in accordance with
the provisions of this Paragraph 3. (The period of time between the Date of
Grant and the vesting of shares of Restricted Stock shall be referred to herein
as the "Restricted Period" as to those shares of stock.) The shares of
Restricted Stock shall be treated as described below for purposes of vesting and
other terms and conditions of this Agreement:

            (a) VESTING OF COMMON STOCK: The shares of the Restricted Stock
shall vest 25% on June 18, 1999, 25% on June 23, 2000, 25% on June 22, 2001 and
25% on June 21, 2002. Upon termination of a Participant's employment (with or
without cause, voluntary, involuntary or for any reason whatsoever except as
provided in Sections 3(c) and 3(d)), all Restricted Stock for which the
conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the date of such termination of employment shall be forfeited.

            (b) TAX REIMBURSEMENT: Within 10 days after the expiration of the
Restricted Period with respect to a particular share of Restricted Stock, the
Company shall pay to the Participant an amount sufficient to provide for the
payment of all United States federal income taxes imposed with respect to
Participant's acquisition of such share, as well as an amount sufficient to
reimburse Participant for the tax obligation on such amounts so that Participant
is paid an amount as a tax assistance payment by the Company sufficient to fund
all of his income taxes on both the share of Restricted Stock and the tax
assistance payment. In the event the Participant is not at the time a tax
assistance payment is to be made subject to United States income tax, such tax
assistance payment shall be computed by reference to the income tax of the laws
of the country to which the participant is subject; provided, however, that such
tax assistance payment shall not exceed the amount that would have been payable
if the Participant were subject solely to United States income tax. No United
States state (or equivalent foreign) income taxes will be considered in
determining tax assistance payments. The Committee shall have sole and complete
discretion in the calculation of tax assistance payments, and the determination
of the Committee shall be final and binding on the Participant except in the
case of bad faith or willful misconduct. In computing the tax assistance
payment, it shall be assumed that the Participant is at the maximum marginal tax
rate for individual taxpayers. Subject to Section 3(c), in the event a
Participant sells any share of Restricted Stock within three years after
expiration of the Restricted Period with respect to such Restricted Stock, the
Participant shall immediately pay to the Company the amount of the tax
assistance payment previously received by the Participant from the Company with
respect to such share.

            (c) EFFECT OF CHANGE IN CONTROL: In the event a Change in Control
occurs prior to the time that the conditions of paragraph (b) above have been
satisfied with respect to a share of Restricted Stock, and upon such Change in
Control, the requirements of paragraph (b) above shall be deemed to have been
satisfied on the the date of such Change of Control, and tax assistance payments
shall be made with respect to such shares within 10 days thereafter.

            (d) EFFECT OF DEATH OR DISABILITY. In the event of the death or
Disability of the Participant while employed by the Company, the conditions of
paragraph (b) above shall be deemed immediately satisfied and tax assistance
payments shall be made by Company to the Participants with respect to such event
within 30 days thereafter.

            (e) DIVIDENDS: Dividends (other than dividends in capital stock)
with respect to shares of Restricted Stock shall be paid to the Participant
without regard to the restrictions otherwise applicable to such shares.
Dividends in capital stock of the Company shall accumulate and be associated
with the Restricted Stock to which they relate and shall vest at the time such
Restricted Stock vests.
<PAGE>
            (f) VOTING OF COMMON STOCK: A Participant shall have the right to
exercise any voting rights appurtenant to Restricted Stock without regard to any
restrictions otherwise imposed by reason of this Agreement.

            4. CODE SECTION 83(B) ELECTION. The Participant shall not make an
election, under Code Section 83(b), to include in income the fair market value
of the Restricted Stock in respect of this award of Restricted Stock on the Date
of Grant.

            5. SALE OF RESTRICTED STOCK. The Participant shall not sell
Restricted Stock except pursuant to an effective registration statement under
the Securities Act of 1933 (or pursuant to an exemption from registration under
such act), and the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the distribution
thereof.

            6. ESCROW OF CERTIFICATES. The certificates representing shares of
Restricted Stock shall be registered in the name of the Participant and
deposited, together with a stock power endorsed by the Participant in blank,
with the Corporate Secretary of the Company during the Restricted Period. Each
such certificate shall bear a legend as provided by the Company, conspicuously
referring to the terms, conditions and restrictions described in the Plan and in
this Agreement. Subject to the provisions of Section 7 below, upon termination
of the Restricted Period with respect to shares of Restricted Stock, a
certificate representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.

            7. WITHHOLDING OF TAXES. No certificates representing the shares of
Restricted Stock shall be delivered to the Participant by the Company unless the
Participant (or Beneficiary, as defined in Section 8 below) remits to the
Company the amount of all federal, state and other governmental withholding tax
requirements imposed upon the Company with respect to the issuance of such
shares or unless provisions to so pay such withholding requirements have been
made to the satisfaction of the Committee.

            8. BENEFICIARY DESIGNATIONS. The Participant may file with the
Corporate Secretary of the Company a designation of one or more beneficiaries
(each a "Beneficiary") to whom shares otherwise due the Participant shall be
distributed in the event of the death of the Participant while in the employ of
the Company. The Participant shall have the right to change the Beneficiary or
Beneficiaries from time to time; provided, however, that any change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any designated Beneficiary survives the Participant but dies before
receiving all of his benefits hereunder, any remaining benefits due him shall be
distributed to the deceased Beneficiary's estate. If there is no effective
Beneficiary designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the payment of any remaining benefits shall be made to the
Participant's estate. In the event of any dispute, the Company shall be fully
protected and discharged of its obligations under this Agreement if it delivers
the shares otherwise due a Participant to the probate court administering his
estate.

            9. LIMITATION OF RIGHTS. Nothing in this Agreement or the Plan shall
be construed to:

            (a) give the Participant any right to be awarded any Restricted
Stock other than in the sole discretion of the Committee;

            (b) give the Participant or any other person any interest in any
fund or in any specified asset or assets of the Company or any affiliate of the
Company; or
<PAGE>
            (c) confer upon the Participant the right to continue in the
employment or service of the Company or any affiliate of the Company, or affect
the right of the Company or any affiliate of the Company to terminate the
employment or service of the Participant at any time or for any reason.

            The Committee shall have the discretion to make determinations under
this Agreement and Plan, and such determinations shall be final and binding on
the Participant except in the case of bad faith and willful misconduct.

            10. NONALIENATION OF BENEFITS. Except as contemplated by Section 8
above, no right or benefit under this Agreement shall be subject to transfer,
anticipation, alienation, sale, assignment, pledge, encumbrance or charge,
whether voluntary, involuntary, or by operation of law, and any attempt to
transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the
same shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. If the Participant or his Beneficiary hereunder shall
become bankrupt or attempt to transfer, anticipate, alienate, assign, sell,
pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by Section 8 above, or if any creditor shall attempt to subject the
same to a writ of garnishment, attachment, execution, sequestration, or any
other form of process or involuntary lien or seizure, then such right or benefit
shall cease and terminate.

            11. PREREQUISITES TO BENEFITS. Neither the Participant, nor any
person claiming through the Participant, shall have any right or interest in the
Restricted Stock awarded hereunder, unless and until all the terms, conditions
and provisions of this Agreement and the Plan which affect the Participant or
such other person shall have been complied with as specified herein.

            12. RIGHTS AS A STOCKHOLDER. Subject to the limitations and
restrictions contained herein, the Participant (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been registered in his name hereunder.

            13. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to
the benefit of and be enforceable by the Participant, the Company and their
respective permitted successors and assigns (including personal representatives,
heirs and legatees), except that the Participant may not assign any rights or
obligations under this Agreement except to the extent and in the manner
expressly permitted herein.

            14. The Committee shall have sole and complete discretion in the
interpretation of this Agreement and the determination of the Committee shall be
final and binding on the Participant except in the case of bad faith or willful
misconduct.

            15. GOVERNING LAW. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Delaware.

            16. GENDER AND NUMBER. Whenever the context requires or permits, the
gender and number of words shall be interchangeable.

            This Agreement is executed and delivered, in duplicate, pursuant to
the Plan, the provisions of which are incorporated herein by reference.
<PAGE>
            Dated: June 18, 1999.

                                    OCEANEERING INTERNATIONAL, INC.

                                    By /s/
                                          -------------------------------------
                                          George R. Haubenreich, Jr.
                                          Senior Vice President,
                                          General Counsel and Secretary

The undersigned Participant accepts
the Restricted Stock subject to all the
terms of this Agreement.

/s/
   ------------------------------------
<PAGE>
AWARD NO.  B-125                                                4,224   SHARES

                        OCEANEERING INTERNATIONAL, INC.
                  FY99 BONUS RESTRICTED STOCK AWARD AGREEMENT

            THIS AGREEMENT is made as of the date set forth on the signature
page hereof, between Oceaneering International, Inc., a Delaware corporation
(the "Company"), and F. RICHARD FRISBIE (the "Participant"). Except as defined
herein, capitalized terms shall have the same meaning ascribed to them under the
1996 Incentive Plan of Oceaneering International, Inc., as from time to time
amended, a copy of which is attached hereto and made a part hereof for all
purposes (the "Plan"). To the extent that any provision of this Agreement
conflicts with the express terms of the Plan, it is hereby acknowledged and
agreed that the terms of the Plan shall control and, if necessary, the
applicable provisions of this Agreement shall be hereby deemed amended so as to
carry out the purpose and intent of the Plan.

            1. DEFINITIONS. As used herein, the terms set forth below shall have
the following respective meanings:

            (a) "Change in Control" means, with respect to the Company, if (i) a
third person, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company having 30 percent or more of the total number of votes that may be cast
for the election of directors of the Company, or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a majority of the Board
of Directors of the Company or of any successor to the Company. Without limiting
the foregoing, no "Change of Control" shall be deemed to have taken place for
the purposes of this Agreement, if a person or persons is appointed or elected
as a member(s) of the Board as a result of or in connection with a Transaction
or other event unless item (i) or (ii) above shall also have occurred.

            (b) "Closing Stock Price" means, with respect to common stock on a
particular date, (i) if the shares of common stock are listed on a national
securities exchange, the last sale price per share of common stock on any such
national securities exchange on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported and, (ii) if the shares of Common Stock are not so listed but
are quoted in the NASDAQ National Market System, the last sale price per share
of shares of common stock reported on the NASDAQ National Market System on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported.

            (c) "Disability" means a physical or mental impairment of sufficient
severity that, in the opinion of a physician selected by the Company, the
Participant is unable to fulfill his duties.

            2. AWARD. As an FY99 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to action
taken by the Committee on June 17, 1999 (the "Date of Grant"), the Company
hereby awards to the Participant as of the Date of Grant a total of 4,224 shares
of Common Stock, pursuant to the Plan, subject to the conditions and
restrictions set forth below and in the Plan (the "Restricted Stock").

            3. RESTRICTIONS ON TRANSFER. The shares of Restricted Stock granted
hereunder to the Participant may not be sold, assigned, transferred, pledged or
otherwise encumbered from
<PAGE>
the Date of Grant until said shares shall have become vested and not otherwise
subject to forfeiture (and restrictions terminated thereon) in accordance with
the provisions of this Paragraph 3. (The period of time between the Date of
Grant and the vesting of shares of Restricted Stock shall be referred to herein
as the "Restricted Period" as to those shares of stock.) The shares of
Restricted Stock shall be treated as described below for purposes of vesting and
other terms and conditions of this Agreement:

            (a) VESTING OF COMMON STOCK: The shares of the Restricted Stock
shall vest 25% on June 18, 1999, 25% on June 23, 2000, 25% on June 22, 2001 and
25% on June 21, 2002. Upon termination of a Participant's employment (with or
without cause, voluntary, involuntary or for any reason whatsoever except as
provided in Sections 3(c) and 3(d)), all Restricted Stock for which the
conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the date of such termination of employment shall be forfeited.

            (b) TAX REIMBURSEMENT: Within 10 days after the expiration of the
Restricted Period with respect to a particular share of Restricted Stock, the
Company shall pay to the Participant an amount sufficient to provide for the
payment of all United States federal income taxes imposed with respect to
Participant's acquisition of such share, as well as an amount sufficient to
reimburse Participant for the tax obligation on such amounts so that Participant
is paid an amount as a tax assistance payment by the Company sufficient to fund
all of his income taxes on both the share of Restricted Stock and the tax
assistance payment. In the event the Participant is not at the time a tax
assistance payment is to be made subject to United States income tax, such tax
assistance payment shall be computed by reference to the income tax of the laws
of the country to which the participant is subject; provided, however, that such
tax assistance payment shall not exceed the amount that would have been payable
if the Participant were subject solely to United States income tax. No United
States state (or equivalent foreign) income taxes will be considered in
determining tax assistance payments. The Committee shall have sole and complete
discretion in the calculation of tax assistance payments, and the determination
of the Committee shall be final and binding on the Participant except in the
case of bad faith or willful misconduct. In computing the tax assistance
payment, it shall be assumed that the Participant is at the maximum marginal tax
rate for individual taxpayers. Subject to Section 3(c), in the event a
Participant sells any share of Restricted Stock within three years after
expiration of the Restricted Period with respect to such Restricted Stock, the
Participant shall immediately pay to the Company the amount of the tax
assistance payment previously received by the Participant from the Company with
respect to such share.

            (c) EFFECT OF CHANGE IN CONTROL: In the event a Change in Control
occurs prior to the time that the conditions of paragraph (b) above have been
satisfied with respect to a share of Restricted Stock, and upon such Change in
Control, the requirements of paragraph (b) above shall be deemed to have been
satisfied on the the date of such Change of Control, and tax assistance payments
shall be made with respect to such shares within 10 days thereafter.

            (d) EFFECT OF DEATH OR DISABILITY. In the event of the death or
Disability of the Participant while employed by the Company, the conditions of
paragraph (b) above shall be deemed immediately satisfied and tax assistance
payments shall be made by Company to the Participants with respect to such event
within 30 days thereafter.

            (e) DIVIDENDS: Dividends (other than dividends in capital stock)
with respect to shares of Restricted Stock shall be paid to the Participant
without regard to the restrictions otherwise applicable to such shares.
Dividends in capital stock of the Company shall accumulate and be associated
with the Restricted Stock to which they relate and shall vest at the time such
Restricted Stock vests.
<PAGE>
            (f) VOTING OF COMMON STOCK: A Participant shall have the right to
exercise any voting rights appurtenant to Restricted Stock without regard to any
restrictions otherwise imposed by reason of this Agreement.

            4. CODE SECTION 83(B) ELECTION. The Participant shall not make an
election, under Code Section 83(b), to include in income the fair market value
of the Restricted Stock in respect of this award of Restricted Stock on the Date
of Grant.

            5. SALE OF RESTRICTED STOCK. The Participant shall not sell
Restricted Stock except pursuant to an effective registration statement under
the Securities Act of 1933 (or pursuant to an exemption from registration under
such act), and the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the distribution
thereof.

            6. ESCROW OF CERTIFICATES. The certificates representing shares of
Restricted Stock shall be registered in the name of the Participant and
deposited, together with a stock power endorsed by the Participant in blank,
with the Corporate Secretary of the Company during the Restricted Period. Each
such certificate shall bear a legend as provided by the Company, conspicuously
referring to the terms, conditions and restrictions described in the Plan and in
this Agreement. Subject to the provisions of Section 7 below, upon termination
of the Restricted Period with respect to shares of Restricted Stock, a
certificate representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.

            7. WITHHOLDING OF TAXES. No certificates representing the shares of
Restricted Stock shall be delivered to the Participant by the Company unless the
Participant (or Beneficiary, as defined in Section 8 below) remits to the
Company the amount of all federal, state and other governmental withholding tax
requirements imposed upon the Company with respect to the issuance of such
shares or unless provisions to so pay such withholding requirements have been
made to the satisfaction of the Committee.

            8. BENEFICIARY DESIGNATIONS. The Participant may file with the
Corporate Secretary of the Company a designation of one or more beneficiaries
(each a "Beneficiary") to whom shares otherwise due the Participant shall be
distributed in the event of the death of the Participant while in the employ of
the Company. The Participant shall have the right to change the Beneficiary or
Beneficiaries from time to time; provided, however, that any change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any designated Beneficiary survives the Participant but dies before
receiving all of his benefits hereunder, any remaining benefits due him shall be
distributed to the deceased Beneficiary's estate. If there is no effective
Beneficiary designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the payment of any remaining benefits shall be made to the
Participant's estate. In the event of any dispute, the Company shall be fully
protected and discharged of its obligations under this Agreement if it delivers
the shares otherwise due a Participant to the probate court administering his
estate.

            9. LIMITATION OF RIGHTS. Nothing in this Agreement or the Plan shall
be construed to:

            (a) give the Participant any right to be awarded any Restricted
Stock other than in the sole discretion of the Committee;

            (b) give the Participant or any other person any interest in any
fund or in any specified asset or assets of the Company or any affiliate of the
Company; or
<PAGE>
            (c) confer upon the Participant the right to continue in the
employment or service of the Company or any affiliate of the Company, or affect
the right of the Company or any affiliate of the Company to terminate the
employment or service of the Participant at any time or for any reason.

            The Committee shall have the discretion to make determinations under
this Agreement and Plan, and such determinations shall be final and binding on
the Participant except in the case of bad faith and willful misconduct.

            10. NONALIENATION OF BENEFITS. Except as contemplated by Section 8
above, no right or benefit under this Agreement shall be subject to transfer,
anticipation, alienation, sale, assignment, pledge, encumbrance or charge,
whether voluntary, involuntary, or by operation of law, and any attempt to
transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the
same shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. If the Participant or his Beneficiary hereunder shall
become bankrupt or attempt to transfer, anticipate, alienate, assign, sell,
pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by Section 8 above, or if any creditor shall attempt to subject the
same to a writ of garnishment, attachment, execution, sequestration, or any
other form of process or involuntary lien or seizure, then such right or benefit
shall cease and terminate.

            11. PREREQUISITES TO BENEFITS. Neither the Participant, nor any
person claiming through the Participant, shall have any right or interest in the
Restricted Stock awarded hereunder, unless and until all the terms, conditions
and provisions of this Agreement and the Plan which affect the Participant or
such other person shall have been complied with as specified herein.

            12. RIGHTS AS A STOCKHOLDER. Subject to the limitations and
restrictions contained herein, the Participant (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been registered in his name hereunder.

            13. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to
the benefit of and be enforceable by the Participant, the Company and their
respective permitted successors and assigns (including personal representatives,
heirs and legatees), except that the Participant may not assign any rights or
obligations under this Agreement except to the extent and in the manner
expressly permitted herein.

            14. The Committee shall have sole and complete discretion in the
interpretation of this Agreement and the determination of the Committee shall be
final and binding on the Participant except in the case of bad faith or willful
misconduct.

            15. GOVERNING LAW. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Delaware.

            16. GENDER AND NUMBER. Whenever the context requires or permits, the
gender and number of words shall be interchangeable.

            This Agreement is executed and delivered, in duplicate, pursuant to
the Plan, the provisions of which are incorporated herein by reference.
<PAGE>
            Dated: June 18, 1999.

                                    OCEANEERING INTERNATIONAL, INC.

                                    By /s/
                                           ------------------------------------
                                           George R. Haubenreich, Jr.
                                           Senior Vice President,
                                           General Counsel and Secretary

The undersigned Participant accepts
the Restricted Stock subject to all the
terms of this Agreement.

/s/
   ------------------------------------
<PAGE>
AWARD NO.  B-126                                                600     SHARES
          ------                                             ----------


                        OCEANEERING INTERNATIONAL, INC.
                  FY99 BONUS RESTRICTED STOCK AWARD AGREEMENT

            THIS AGREEMENT is made as of the date set forth on the signature
page hereof, between Oceaneering International, Inc., a Delaware corporation
(the "Company"), and JOHN L. ZACHARY (the "Participant"). Except as defined
herein, capitalized terms shall have the same meaning ascribed to them under the
1996 Incentive Plan of Oceaneering International, Inc., as from time to time
amended, a copy of which is attached hereto and made a part hereof for all
purposes (the "Plan"). To the extent that any provision of this Agreement
conflicts with the express terms of the Plan, it is hereby acknowledged and
agreed that the terms of the Plan shall control and, if necessary, the
applicable provisions of this Agreement shall be hereby deemed amended so as to
carry out the purpose and intent of the Plan.

            1. DEFINITIONS. As used herein, the terms set forth below shall have
the following respective meanings:

            (a) "Change in Control" means, with respect to the Company, if (i) a
third person, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company having 30 percent or more of the total number of votes that may be cast
for the election of directors of the Company, or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a majority of the Board
of Directors of the Company or of any successor to the Company. Without limiting
the foregoing, no "Change of Control" shall be deemed to have taken place for
the purposes of this Agreement, if a person or persons is appointed or elected
as a member(s) of the Board as a result of or in connection with a Transaction
or other event unless item (i) or (ii) above shall also have occurred.

            (b) "Closing Stock Price" means, with respect to common stock on a
particular date, (i) if the shares of common stock are listed on a national
securities exchange, the last sale price per share of common stock on any such
national securities exchange on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported and, (ii) if the shares of Common Stock are not so listed but
are quoted in the NASDAQ National Market System, the last sale price per share
of shares of common stock reported on the NASDAQ National Market System on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported.

            (c) "Disability" means a physical or mental impairment of sufficient
severity that, in the opinion of a physician selected by the Company, the
Participant is unable to fulfill his duties.

            2. AWARD. As an FY99 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to action
taken by the Committee on June 17, 1999 (the "Date of Grant"), the Company
hereby awards to the Participant as of the Date of Grant a total of 600 shares
of Common Stock, pursuant to the Plan, subject to the conditions and
restrictions set forth below and in the Plan (the "Restricted Stock").

            3. RESTRICTIONS ON TRANSFER. The shares of Restricted Stock granted
hereunder to the Participant may not be sold, assigned, transferred, pledged or
otherwise encumbered from
<PAGE>
the Date of Grant until said shares shall have become vested and not otherwise
subject to forfeiture (and restrictions terminated thereon) in accordance with
the provisions of this Paragraph 3. (The period of time between the Date of
Grant and the vesting of shares of Restricted Stock shall be referred to herein
as the "Restricted Period" as to those shares of stock.) The shares of
Restricted Stock shall be treated as described below for purposes of vesting and
other terms and conditions of this Agreement:

            (a) VESTING OF COMMON STOCK: The shares of the Restricted Stock
shall vest 25% on June 18, 1999, 25% on June 23, 2000, 25% on June 22, 2001 and
25% on June 21, 2002. Upon termination of a Participant's employment (with or
without cause, voluntary, involuntary or for any reason whatsoever except as
provided in Sections 3(c) and 3(d)), all Restricted Stock for which the
conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the date of such termination of employment shall be forfeited.

            (b) TAX REIMBURSEMENT: Within 10 days after the expiration of the
Restricted Period with respect to a particular share of Restricted Stock, the
Company shall pay to the Participant an amount sufficient to provide for the
payment of all United States federal income taxes imposed with respect to
Participant's acquisition of such share, as well as an amount sufficient to
reimburse Participant for the tax obligation on such amounts so that Participant
is paid an amount as a tax assistance payment by the Company sufficient to fund
all of his income taxes on both the share of Restricted Stock and the tax
assistance payment. In the event the Participant is not at the time a tax
assistance payment is to be made subject to United States income tax, such tax
assistance payment shall be computed by reference to the income tax of the laws
of the country to which the participant is subject; provided, however, that such
tax assistance payment shall not exceed the amount that would have been payable
if the Participant were subject solely to United States income tax. No United
States state (or equivalent foreign) income taxes will be considered in
determining tax assistance payments. The Committee shall have sole and complete
discretion in the calculation of tax assistance payments, and the determination
of the Committee shall be final and binding on the Participant except in the
case of bad faith or willful misconduct. In computing the tax assistance
payment, it shall be assumed that the Participant is at the maximum marginal tax
rate for individual taxpayers. Subject to Section 3(c), in the event a
Participant sells any share of Restricted Stock within three years after
expiration of the Restricted Period with respect to such Restricted Stock, the
Participant shall immediately pay to the Company the amount of the tax
assistance payment previously received by the Participant from the Company with
respect to such share.

            (c) EFFECT OF CHANGE IN CONTROL: In the event a Change in Control
occurs prior to the time that the conditions of paragraph (b) above have been
satisfied with respect to a share of Restricted Stock, and upon such Change in
Control, the requirements of paragraph (b) above shall be deemed to have been
satisfied on the the date of such Change of Control, and tax assistance payments
shall be made with respect to such shares within 10 days thereafter.

            (d) EFFECT OF DEATH OR DISABILITY. In the event of the death or
Disability of the Participant while employed by the Company, the conditions of
paragraph (b) above shall be deemed immediately satisfied and tax assistance
payments shall be made by Company to the Participants with respect to such event
within 30 days thereafter.

            (e) DIVIDENDS: Dividends (other than dividends in capital stock)
with respect to shares of Restricted Stock shall be paid to the Participant
without regard to the restrictions otherwise applicable to such shares.
Dividends in capital stock of the Company shall accumulate and be associated
with the Restricted Stock to which they relate and shall vest at the time such
Restricted Stock vests.
<PAGE>
            (f) VOTING OF COMMON STOCK: A Participant shall have the right to
exercise any voting rights appurtenant to Restricted Stock without regard to any
restrictions otherwise imposed by reason of this Agreement.

            4. CODE SECTION 83(B) ELECTION. The Participant shall not make an
election, under Code Section 83(b), to include in income the fair market value
of the Restricted Stock in respect of this award of Restricted Stock on the Date
of Grant.

            5. SALE OF RESTRICTED STOCK. The Participant shall not sell
Restricted Stock except pursuant to an effective registration statement under
the Securities Act of 1933 (or pursuant to an exemption from registration under
such act), and the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the distribution
thereof.

            6. ESCROW OF CERTIFICATES. The certificates representing shares of
Restricted Stock shall be registered in the name of the Participant and
deposited, together with a stock power endorsed by the Participant in blank,
with the Corporate Secretary of the Company during the Restricted Period. Each
such certificate shall bear a legend as provided by the Company, conspicuously
referring to the terms, conditions and restrictions described in the Plan and in
this Agreement. Subject to the provisions of Section 7 below, upon termination
of the Restricted Period with respect to shares of Restricted Stock, a
certificate representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.

            7. WITHHOLDING OF TAXES. No certificates representing the shares of
Restricted Stock shall be delivered to the Participant by the Company unless the
Participant (or Beneficiary, as defined in Section 8 below) remits to the
Company the amount of all federal, state and other governmental withholding tax
requirements imposed upon the Company with respect to the issuance of such
shares or unless provisions to so pay such withholding requirements have been
made to the satisfaction of the Committee.

            8. BENEFICIARY DESIGNATIONS. The Participant may file with the
Corporate Secretary of the Company a designation of one or more beneficiaries
(each a "Beneficiary") to whom shares otherwise due the Participant shall be
distributed in the event of the death of the Participant while in the employ of
the Company. The Participant shall have the right to change the Beneficiary or
Beneficiaries from time to time; provided, however, that any change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any designated Beneficiary survives the Participant but dies before
receiving all of his benefits hereunder, any remaining benefits due him shall be
distributed to the deceased Beneficiary's estate. If there is no effective
Beneficiary designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the payment of any remaining benefits shall be made to the
Participant's estate. In the event of any dispute, the Company shall be fully
protected and discharged of its obligations under this Agreement if it delivers
the shares otherwise due a Participant to the probate court administering his
estate.

            9. LIMITATION OF RIGHTS. Nothing in this Agreement or the Plan shall
be construed to:

            (a) give the Participant any right to be awarded any Restricted
Stock other than in the sole discretion of the Committee;

            (b) give the Participant or any other person any interest in any
fund or in any specified asset or assets of the Company or any affiliate of the
Company; or
<PAGE>
           (c) confer upon the Participant the right to continue in the
employment or service of the Company or any affiliate of the Company, or affect
the right of the Company or any affiliate of the Company to terminate the
employment or service of the Participant at any time or for any reason.

            The Committee shall have the discretion to make determinations under
this Agreement and Plan, and such determinations shall be final and binding on
the Participant except in the case of bad faith and willful misconduct.

            10. NONALIENATION OF BENEFITS. Except as contemplated by Section 8
above, no right or benefit under this Agreement shall be subject to transfer,
anticipation, alienation, sale, assignment, pledge, encumbrance or charge,
whether voluntary, involuntary, or by operation of law, and any attempt to
transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the
same shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. If the Participant or his Beneficiary hereunder shall
become bankrupt or attempt to transfer, anticipate, alienate, assign, sell,
pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by Section 8 above, or if any creditor shall attempt to subject the
same to a writ of garnishment, attachment, execution, sequestration, or any
other form of process or involuntary lien or seizure, then such right or benefit
shall cease and terminate.

            11. PREREQUISITES TO BENEFITS. Neither the Participant, nor any
person claiming through the Participant, shall have any right or interest in the
Restricted Stock awarded hereunder, unless and until all the terms, conditions
and provisions of this Agreement and the Plan which affect the Participant or
such other person shall have been complied with as specified herein.

            12. RIGHTS AS A STOCKHOLDER. Subject to the limitations and
restrictions contained herein, the Participant (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been registered in his name hereunder.

            13. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to
the benefit of and be enforceable by the Participant, the Company and their
respective permitted successors and assigns (including personal representatives,
heirs and legatees), except that the Participant may not assign any rights or
obligations under this Agreement except to the extent and in the manner
expressly permitted herein.

            14. The Committee shall have sole and complete discretion in the
interpretation of this Agreement and the determination of the Committee shall be
final and binding on the Participant except in the case of bad faith or willful
misconduct.

            15. GOVERNING LAW. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Delaware.

            16. GENDER AND NUMBER. Whenever the context requires or permits, the
gender and number of words shall be interchangeable.

            This Agreement is executed and delivered, in duplicate, pursuant to
the Plan, the provisions of which are incorporated herein by reference.
<PAGE>
            Dated: June 18, 1999.

                                    OCEANEERING INTERNATIONAL, INC.

                                    By /s/
                                          -------------------------------------
                                          George R. Haubenreich, Jr.
                                          Senior Vice President,
                                          General Counsel and Secretary

The undersigned Participant accepts
the Restricted Stock subject to all the
terms of this Agreement.

/s/
   ------------------------------------
<PAGE>
AWARD NO.  B-128                                           1,560        SHARES
          -------                                       ---------------


                        OCEANEERING INTERNATIONAL, INC.
                  FY99 BONUS RESTRICTED STOCK AWARD AGREEMENT

            THIS AGREEMENT is made as of the date set forth on the signature
page hereof, between Oceaneering International, Inc., a Delaware corporation
(the "Company"), and FRED E. SHUMAKER (the "Participant"). Except as defined
herein, capitalized terms shall have the same meaning ascribed to them under the
1996 Incentive Plan of Oceaneering International, Inc., as from time to time
amended, a copy of which is attached hereto and made a part hereof for all
purposes (the "Plan"). To the extent that any provision of this Agreement
conflicts with the express terms of the Plan, it is hereby acknowledged and
agreed that the terms of the Plan shall control and, if necessary, the
applicable provisions of this Agreement shall be hereby deemed amended so as to
carry out the purpose and intent of the Plan.

            1. DEFINITIONS. As used herein, the terms set forth below shall have
the following respective meanings:

            (a) "Change in Control" means, with respect to the Company, if (i) a
third person, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company having 30 percent or more of the total number of votes that may be cast
for the election of directors of the Company, or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a majority of the Board
of Directors of the Company or of any successor to the Company. Without limiting
the foregoing, no "Change of Control" shall be deemed to have taken place for
the purposes of this Agreement, if a person or persons is appointed or elected
as a member(s) of the Board as a result of or in connection with a Transaction
or other event unless item (i) or (ii) above shall also have occurred.

            (b) "Closing Stock Price" means, with respect to common stock on a
particular date, (i) if the shares of common stock are listed on a national
securities exchange, the last sale price per share of common stock on any such
national securities exchange on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported and, (ii) if the shares of Common Stock are not so listed but
are quoted in the NASDAQ National Market System, the last sale price per share
of shares of common stock reported on the NASDAQ National Market System on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported.

            (c) "Disability" means a physical or mental impairment of sufficient
severity that, in the opinion of a physician selected by the Company, the
Participant is unable to fulfill his duties.

            2. AWARD. As an FY99 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to action
taken by the Committee on June 17, 1999 (the "Date of Grant"), the Company
hereby awards to the Participant as of the Date of Grant a total of 1,560 shares
of Common Stock, pursuant to the Plan, subject to the conditions and
restrictions set forth below and in the Plan (the "Restricted Stock").

            3. RESTRICTIONS ON TRANSFER. The shares of Restricted Stock granted
hereunder to the Participant may not be sold, assigned, transferred, pledged or
otherwise encumbered from
<PAGE>
the Date of Grant until said shares shall have become vested and not otherwise
subject to forfeiture (and restrictions terminated thereon) in accordance with
the provisions of this Paragraph 3. (The period of time between the Date of
Grant and the vesting of shares of Restricted Stock shall be referred to herein
as the "Restricted Period" as to those shares of stock.) The shares of
Restricted Stock shall be treated as described below for purposes of vesting and
other terms and conditions of this Agreement:

            (a) VESTING OF COMMON STOCK: The shares of the Restricted Stock
shall vest 25% on June 18, 1999, 25% on June 23, 2000, 25% on June 22, 2001 and
25% on June 21, 2002. Upon termination of a Participant's employment (with or
without cause, voluntary, involuntary or for any reason whatsoever except as
provided in Sections 3(c) and 3(d)), all Restricted Stock for which the
conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the date of such termination of employment shall be forfeited.

            (b) TAX REIMBURSEMENT: Within 10 days after the expiration of the
Restricted Period with respect to a particular share of Restricted Stock, the
Company shall pay to the Participant an amount sufficient to provide for the
payment of all United States federal income taxes imposed with respect to
Participant's acquisition of such share, as well as an amount sufficient to
reimburse Participant for the tax obligation on such amounts so that Participant
is paid an amount as a tax assistance payment by the Company sufficient to fund
all of his income taxes on both the share of Restricted Stock and the tax
assistance payment. In the event the Participant is not at the time a tax
assistance payment is to be made subject to United States income tax, such tax
assistance payment shall be computed by reference to the income tax of the laws
of the country to which the participant is subject; provided, however, that such
tax assistance payment shall not exceed the amount that would have been payable
if the Participant were subject solely to United States income tax. No United
States state (or equivalent foreign) income taxes will be considered in
determining tax assistance payments. The Committee shall have sole and complete
discretion in the calculation of tax assistance payments, and the determination
of the Committee shall be final and binding on the Participant except in the
case of bad faith or willful misconduct. In computing the tax assistance
payment, it shall be assumed that the Participant is at the maximum marginal tax
rate for individual taxpayers. Subject to Section 3(c), in the event a
Participant sells any share of Restricted Stock within three years after
expiration of the Restricted Period with respect to such Restricted Stock, the
Participant shall immediately pay to the Company the amount of the tax
assistance payment previously received by the Participant from the Company with
respect to such share.

            (c) EFFECT OF CHANGE IN CONTROL: In the event a Change in Control
occurs prior to the time that the conditions of paragraph (b) above have been
satisfied with respect to a share of Restricted Stock, and upon such Change in
Control, the requirements of paragraph (b) above shall be deemed to have been
satisfied on the the date of such Change of Control, and tax assistance payments
shall be made with respect to such shares within 10 days thereafter.

            (d) EFFECT OF DEATH OR DISABILITY. In the event of the death or
Disability of the Participant while employed by the Company, the conditions of
paragraph (b) above shall be deemed immediately satisfied and tax assistance
payments shall be made by Company to the Participants with respect to such event
within 30 days thereafter.

            (e) DIVIDENDS: Dividends (other than dividends in capital stock)
with respect to shares of Restricted Stock shall be paid to the Participant
without regard to the restrictions otherwise applicable to such shares.
Dividends in capital stock of the Company shall accumulate and be associated
with the Restricted Stock to which they relate and shall vest at the time such
Restricted Stock vests.
<PAGE>
            (f) VOTING OF COMMON STOCK: A Participant shall have the right to
exercise any voting rights appurtenant to Restricted Stock without regard to any
restrictions otherwise imposed by reason of this Agreement.

            4. CODE SECTION 83(B) ELECTION. The Participant shall not make an
election, under Code Section 83(b), to include in income the fair market value
of the Restricted Stock in respect of this award of Restricted Stock on the Date
of Grant.

            5. SALE OF RESTRICTED STOCK. The Participant shall not sell
Restricted Stock except pursuant to an effective registration statement under
the Securities Act of 1933 (or pursuant to an exemption from registration under
such act), and the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the distribution
thereof.

            6. ESCROW OF CERTIFICATES. The certificates representing shares of
Restricted Stock shall be registered in the name of the Participant and
deposited, together with a stock power endorsed by the Participant in blank,
with the Corporate Secretary of the Company during the Restricted Period. Each
such certificate shall bear a legend as provided by the Company, conspicuously
referring to the terms, conditions and restrictions described in the Plan and in
this Agreement. Subject to the provisions of Section 7 below, upon termination
of the Restricted Period with respect to shares of Restricted Stock, a
certificate representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.

            7. WITHHOLDING OF TAXES. No certificates representing the shares of
Restricted Stock shall be delivered to the Participant by the Company unless the
Participant (or Beneficiary, as defined in Section 8 below) remits to the
Company the amount of all federal, state and other governmental withholding tax
requirements imposed upon the Company with respect to the issuance of such
shares or unless provisions to so pay such withholding requirements have been
made to the satisfaction of the Committee.

            8. BENEFICIARY DESIGNATIONS. The Participant may file with the
Corporate Secretary of the Company a designation of one or more beneficiaries
(each a "Beneficiary") to whom shares otherwise due the Participant shall be
distributed in the event of the death of the Participant while in the employ of
the Company. The Participant shall have the right to change the Beneficiary or
Beneficiaries from time to time; provided, however, that any change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any designated Beneficiary survives the Participant but dies before
receiving all of his benefits hereunder, any remaining benefits due him shall be
distributed to the deceased Beneficiary's estate. If there is no effective
Beneficiary designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the payment of any remaining benefits shall be made to the
Participant's estate. In the event of any dispute, the Company shall be fully
protected and discharged of its obligations under this Agreement if it delivers
the shares otherwise due a Participant to the probate court administering his
estate.

            9. LIMITATION OF RIGHTS. Nothing in this Agreement or the Plan shall
be construed to:

            (a) give the Participant any right to be awarded any Restricted
Stock other than in the sole discretion of the Committee;

            (b) give the Participant or any other person any interest in any
fund or in any specified asset or assets of the Company or any affiliate of the
Company; or
<PAGE>
            (c) confer upon the Participant the right to continue in the
employment or service of the Company or any affiliate of the Company, or affect
the right of the Company or any affiliate of the Company to terminate the
employment or service of the Participant at any time or for any reason.

            The Committee shall have the discretion to make determinations under
this Agreement and Plan, and such determinations shall be final and binding on
the Participant except in the case of bad faith and willful misconduct.

            10. NONALIENATION OF BENEFITS. Except as contemplated by Section 8
above, no right or benefit under this Agreement shall be subject to transfer,
anticipation, alienation, sale, assignment, pledge, encumbrance or charge,
whether voluntary, involuntary, or by operation of law, and any attempt to
transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the
same shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. If the Participant or his Beneficiary hereunder shall
become bankrupt or attempt to transfer, anticipate, alienate, assign, sell,
pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by Section 8 above, or if any creditor shall attempt to subject the
same to a writ of garnishment, attachment, execution, sequestration, or any
other form of process or involuntary lien or seizure, then such right or benefit
shall cease and terminate.

            11. PREREQUISITES TO BENEFITS. Neither the Participant, nor any
person claiming through the Participant, shall have any right or interest in the
Restricted Stock awarded hereunder, unless and until all the terms, conditions
and provisions of this Agreement and the Plan which affect the Participant or
such other person shall have been complied with as specified herein.

            12. RIGHTS AS A STOCKHOLDER. Subject to the limitations and
restrictions contained herein, the Participant (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been registered in his name hereunder.

            13. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to
the benefit of and be enforceable by the Participant, the Company and their
respective permitted successors and assigns (including personal representatives,
heirs and legatees), except that the Participant may not assign any rights or
obligations under this Agreement except to the extent and in the manner
expressly permitted herein.

            14. The Committee shall have sole and complete discretion in the
interpretation of this Agreement and the determination of the Committee shall be
final and binding on the Participant except in the case of bad faith or willful
misconduct.

            15. GOVERNING LAW. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Delaware.

            16. GENDER AND NUMBER. Whenever the context requires or permits, the
gender and number of words shall be interchangeable.

            This Agreement is executed and delivered, in duplicate, pursuant to
the Plan, the provisions of which are incorporated herein by reference.
<PAGE>
            Dated: June 18, 1999.

                                    OCEANEERING INTERNATIONAL, INC.

                                    By /s/
                                          -------------------------------------
                                          George R. Haubenreich, Jr.
                                          Senior Vice President,
                                          General Counsel and Secretary

The undersigned Participant accepts
the Restricted Stock subject to all the
terms of this Agreement.

/s/
   ------------------------------------
<PAGE>
AWARD NO.    B-127                                          1,800       SHARES
          --------                                      ---------------

                        OCEANEERING INTERNATIONAL, INC.
                  FY99 BONUS RESTRICTED STOCK AWARD AGREEMENT

            THIS AGREEMENT is made as of the date set forth on the signature
page hereof, between Oceaneering International, Inc., a Delaware corporation
(the "Company"), and CLYDE W. HEWLETT (the "Participant"). Except as defined
herein, capitalized terms shall have the same meaning ascribed to them under the
1996 Incentive Plan of Oceaneering International, Inc., as from time to time
amended, a copy of which is attached hereto and made a part hereof for all
purposes (the "Plan"). To the extent that any provision of this Agreement
conflicts with the express terms of the Plan, it is hereby acknowledged and
agreed that the terms of the Plan shall control and, if necessary, the
applicable provisions of this Agreement shall be hereby deemed amended so as to
carry out the purpose and intent of the Plan.

            1. DEFINITIONS. As used herein, the terms set forth below shall have
the following respective meanings:

            (a) "Change in Control" means, with respect to the Company, if (i) a
third person, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of shares of the
Company having 30 percent or more of the total number of votes that may be cast
for the election of directors of the Company, or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election or any combination of the
foregoing transactions (a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a majority of the Board
of Directors of the Company or of any successor to the Company. Without limiting
the foregoing, no "Change of Control" shall be deemed to have taken place for
the purposes of this Agreement, if a person or persons is appointed or elected
as a member(s) of the Board as a result of or in connection with a Transaction
or other event unless item (i) or (ii) above shall also have occurred.

            (b) "Closing Stock Price" means, with respect to common stock on a
particular date, (i) if the shares of common stock are listed on a national
securities exchange, the last sale price per share of common stock on any such
national securities exchange on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported and, (ii) if the shares of Common Stock are not so listed but
are quoted in the NASDAQ National Market System, the last sale price per share
of shares of common stock reported on the NASDAQ National Market System on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported.

            (c) "Disability" means a physical or mental impairment of sufficient
severity that, in the opinion of a physician selected by the Company, the
Participant is unable to fulfill his duties.

            2. AWARD. As an FY99 Bonus Award and in consideration of the
covenants and promises of the Participant herein contained, pursuant to action
taken by the Committee on June 17, 1999 (the "Date of Grant"), the Company
hereby awards to the Participant as of the Date of Grant a total of 1,800 shares
of Common Stock, pursuant to the Plan, subject to the conditions and
restrictions set forth below and in the Plan (the "Restricted Stock").

            3. RESTRICTIONS ON TRANSFER. The shares of Restricted Stock granted
hereunder to the Participant may not be sold, assigned, transferred, pledged or
otherwise encumbered from
<PAGE>
the Date of Grant until said shares shall have become vested and not otherwise
subject to forfeiture (and restrictions terminated thereon) in accordance with
the provisions of this Paragraph 3. (The period of time between the Date of
Grant and the vesting of shares of Restricted Stock shall be referred to herein
as the "Restricted Period" as to those shares of stock.) The shares of
Restricted Stock shall be treated as described below for purposes of vesting and
other terms and conditions of this Agreement:

            (a) VESTING OF COMMON STOCK: The shares of the Restricted Stock
shall vest 25% on June 18, 1999, 25% on June 23, 2000, 25% on June 22, 2001 and
25% on June 21, 2002. Upon termination of a Participant's employment (with or
without cause, voluntary, involuntary or for any reason whatsoever except as
provided in Sections 3(c) and 3(d)), all Restricted Stock for which the
conditions of the applicable provisions of this paragraph (a) have not been
satisfied as of the date of such termination of employment shall be forfeited.

            (b) TAX REIMBURSEMENT: Within 10 days after the expiration of the
Restricted Period with respect to a particular share of Restricted Stock, the
Company shall pay to the Participant an amount sufficient to provide for the
payment of all United States federal income taxes imposed with respect to
Participant's acquisition of such share, as well as an amount sufficient to
reimburse Participant for the tax obligation on such amounts so that Participant
is paid an amount as a tax assistance payment by the Company sufficient to fund
all of his income taxes on both the share of Restricted Stock and the tax
assistance payment. In the event the Participant is not at the time a tax
assistance payment is to be made subject to United States income tax, such tax
assistance payment shall be computed by reference to the income tax of the laws
of the country to which the participant is subject; provided, however, that such
tax assistance payment shall not exceed the amount that would have been payable
if the Participant were subject solely to United States income tax. No United
States state (or equivalent foreign) income taxes will be considered in
determining tax assistance payments. The Committee shall have sole and complete
discretion in the calculation of tax assistance payments, and the determination
of the Committee shall be final and binding on the Participant except in the
case of bad faith or willful misconduct. In computing the tax assistance
payment, it shall be assumed that the Participant is at the maximum marginal tax
rate for individual taxpayers. Subject to Section 3(c), in the event a
Participant sells any share of Restricted Stock within three years after
expiration of the Restricted Period with respect to such Restricted Stock, the
Participant shall immediately pay to the Company the amount of the tax
assistance payment previously received by the Participant from the Company with
respect to such share.

            (c) EFFECT OF CHANGE IN CONTROL: In the event a Change in Control
occurs prior to the time that the conditions of paragraph (b) above have been
satisfied with respect to a share of Restricted Stock, and upon such Change in
Control, the requirements of paragraph (b) above shall be deemed to have been
satisfied on the the date of such Change of Control, and tax assistance payments
shall be made with respect to such shares within 10 days thereafter.

            (d) EFFECT OF DEATH OR DISABILITY. In the event of the death or
Disability of the Participant while employed by the Company, the conditions of
paragraph (b) above shall be deemed immediately satisfied and tax assistance
payments shall be made by Company to the Participants with respect to such event
within 30 days thereafter.

            (e) DIVIDENDS: Dividends (other than dividends in capital stock)
with respect to shares of Restricted Stock shall be paid to the Participant
without regard to the restrictions otherwise applicable to such shares.
Dividends in capital stock of the Company shall accumulate and be associated
with the Restricted Stock to which they relate and shall vest at the time such
Restricted Stock vests.
<PAGE>
            (f) VOTING OF COMMON STOCK: A Participant shall have the right to
exercise any voting rights appurtenant to Restricted Stock without regard to any
restrictions otherwise imposed by reason of this Agreement.

            4. CODE SECTION 83(B) ELECTION. The Participant shall not make an
election, under Code Section 83(b), to include in income the fair market value
of the Restricted Stock in respect of this award of Restricted Stock on the Date
of Grant.

            5. SALE OF RESTRICTED STOCK. The Participant shall not sell
Restricted Stock except pursuant to an effective registration statement under
the Securities Act of 1933 (or pursuant to an exemption from registration under
such act), and the Participant hereby represents that he is acquiring the
Restricted Stock for his own account and not with a view to the distribution
thereof.

            6. ESCROW OF CERTIFICATES. The certificates representing shares of
Restricted Stock shall be registered in the name of the Participant and
deposited, together with a stock power endorsed by the Participant in blank,
with the Corporate Secretary of the Company during the Restricted Period. Each
such certificate shall bear a legend as provided by the Company, conspicuously
referring to the terms, conditions and restrictions described in the Plan and in
this Agreement. Subject to the provisions of Section 7 below, upon termination
of the Restricted Period with respect to shares of Restricted Stock, a
certificate representing such shares shall be delivered to the Participant as
promptly as practicable following such termination.

            7. WITHHOLDING OF TAXES. No certificates representing the shares of
Restricted Stock shall be delivered to the Participant by the Company unless the
Participant (or Beneficiary, as defined in Section 8 below) remits to the
Company the amount of all federal, state and other governmental withholding tax
requirements imposed upon the Company with respect to the issuance of such
shares or unless provisions to so pay such withholding requirements have been
made to the satisfaction of the Committee.

            8. BENEFICIARY DESIGNATIONS. The Participant may file with the
Corporate Secretary of the Company a designation of one or more beneficiaries
(each a "Beneficiary") to whom shares otherwise due the Participant shall be
distributed in the event of the death of the Participant while in the employ of
the Company. The Participant shall have the right to change the Beneficiary or
Beneficiaries from time to time; provided, however, that any change shall not
become effective until received in writing by the Corporate Secretary of the
Company. If any designated Beneficiary survives the Participant but dies before
receiving all of his benefits hereunder, any remaining benefits due him shall be
distributed to the deceased Beneficiary's estate. If there is no effective
Beneficiary designation on file at the time of the Participant's death, or if
the designated Beneficiary or Beneficiaries have all predeceased such
Participant, the payment of any remaining benefits shall be made to the
Participant's estate. In the event of any dispute, the Company shall be fully
protected and discharged of its obligations under this Agreement if it delivers
the shares otherwise due a Participant to the probate court administering his
estate.

            9. LIMITATION OF RIGHTS. Nothing in this Agreement or the Plan shall
be construed to:

            (a) give the Participant any right to be awarded any Restricted
Stock other than in the sole discretion of the Committee;

            (b) give the Participant or any other person any interest in any
fund or in any specified asset or assets of the Company or any affiliate of the
Company; or
<PAGE>
            (c) confer upon the Participant the right to continue in the
employment or service of the Company or any affiliate of the Company, or affect
the right of the Company or any affiliate of the Company to terminate the
employment or service of the Participant at any time or for any reason.

            The Committee shall have the discretion to make determinations under
this Agreement and Plan, and such determinations shall be final and binding on
the Participant except in the case of bad faith and willful misconduct.

            10. NONALIENATION OF BENEFITS. Except as contemplated by Section 8
above, no right or benefit under this Agreement shall be subject to transfer,
anticipation, alienation, sale, assignment, pledge, encumbrance or charge,
whether voluntary, involuntary, or by operation of law, and any attempt to
transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the
same shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. If the Participant or his Beneficiary hereunder shall
become bankrupt or attempt to transfer, anticipate, alienate, assign, sell,
pledge, encumber or charge any right or benefit hereunder, other than as
contemplated by Section 8 above, or if any creditor shall attempt to subject the
same to a writ of garnishment, attachment, execution, sequestration, or any
other form of process or involuntary lien or seizure, then such right or benefit
shall cease and terminate.

            11. PREREQUISITES TO BENEFITS. Neither the Participant, nor any
person claiming through the Participant, shall have any right or interest in the
Restricted Stock awarded hereunder, unless and until all the terms, conditions
and provisions of this Agreement and the Plan which affect the Participant or
such other person shall have been complied with as specified herein.

            12. RIGHTS AS A STOCKHOLDER. Subject to the limitations and
restrictions contained herein, the Participant (or Beneficiary) shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been registered in his name hereunder.

            13. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to
the benefit of and be enforceable by the Participant, the Company and their
respective permitted successors and assigns (including personal representatives,
heirs and legatees), except that the Participant may not assign any rights or
obligations under this Agreement except to the extent and in the manner
expressly permitted herein.

            14. The Committee shall have sole and complete discretion in the
interpretation of this Agreement and the determination of the Committee shall be
final and binding on the Participant except in the case of bad faith or willful
misconduct.

            15. GOVERNING LAW. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Delaware.

            16. GENDER AND NUMBER. Whenever the context requires or permits, the
gender and number of words shall be interchangeable.

            This Agreement is executed and delivered, in duplicate, pursuant to
the Plan, the provisions of which are incorporated herein by reference.
<PAGE>
            Dated: June 18, 1999.

                                    OCEANEERING INTERNATIONAL, INC.

                                    By /s/
                                          -------------------------------------
                                          George R. Haubenreich, Jr.
                                          Senior Vice President,
                                          General Counsel and Secretary

The undersigned Participant accepts
the Restricted Stock subject to all the
terms of this Agreement.

/s/
   ------------------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>6
<FILENAME>0006.txt
<TEXT>

                                                                      Exhibit 21

                                 SUBSIDIARIES OF
                         OCEANEERING INTERNATIONAL, INC.

                                  PERCENTAGE OF OWNERSHIP  JURISDICTION
                                      BY OCEANEERING            OF
SUBSIDIARY                          INTERNATIONAL, INC.    ORGANIZATION
- ----------                        -----------------------  ------------
Consolidated Launcher Technology, Inc.    100%              Virginia
Eastport International, Inc.              100%              Delaware
Ian Murray Engineering Ltd.               100%              Scotland
Marine Production Systems do Brasil       100%              Brazil
Marine Production Systems Ltd.            100%              Delaware
Marine Production Systems Servicos, Ltda. 100%              Brazil
Monocean Oceaneering Engenharia
   Submarina Ltda.                        100%              Brazil
Multiflex, Inc.                           100%              Texas
Multiflex Limited                         100%              Scotland
Ocean Systems Do Brasil Servicos
   Subaquaticos Ltda.                     100%              Brazil
Ocean Systems Engineering, Inc.           100%              Texas
Ocean Systems Engineering Limited         100%              England
Oceaneering Arabia Ltd.                    50%              Saudi Arabia
Oceaneering A/S                           100%              Norway
Oceaneering Australia Pty. Limited        100%              Australia
Oceaneering do Brasil Servicos
   Submarinos Ltda.                       100%              Brazil
Oceaneering FSC, Inc.                     100%              Barbados
Oceaneering International AG              100%              Switzerland
Oceaneering International (M) Sdn. Bhd.   100%              Malaysia
Oceaneering International (Netherlands)
   B.V.                                   100%              Netherlands
Oceaneering International Pte Ltd         100%              Singapore
Oceaneering International, S.A. de C.V.   100%              Mexico
Oceaneering International
   Services Limited                       100%              England
Oceaneering International
   (Sharjah) Limited                      100%              Sharjah
Oceaneering Limited                       100%              Canada
Oceaneering Services (Nigeria) Limited    100%              Nigeria
Oceaneering Space Systems, Inc.           100%              Delaware
Oceaneering Survey, Inc.                  100%              Delaware
Oceaneering Technologies, Inc.            100%              Delaware
Oceaneering Underwater GmbH               100%              Switzerland
Oceanteam A/S                              50%              Norway
Oceanteam UK Limited                      100%              Scotland
Oil Industry Engineering, Inc.            100%              Texas
P. T. Calmarine                            50%              Indonesia
Servicios Marinos Oceaneering Chile
   Limitada                               100%              Chile
Solus Emirates                            100%              U.A.E.
Solus Ocean Systems, Inc.                 100%              Delaware
Solus Oceaneering (Malaysia) Sdn. Bhd.     49%              Malaysia
Solus Offshore Ltd.                       100%              Cayman Islands
Solus Schall Limited                      100%              England
Solus Schall (Nigeria) Limited             50%              Nigeria
Specialty Wire and Cable Company, Inc.    100%              Texas
Steadfast Oceaneering, Inc.               100%              Virginia


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>7
<FILENAME>0007.txt
<TEXT>

                                                                      EXHIBIT 23

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference of our report dated May 17, 2000 included in this Form 10-K, into the
Company's previously filed Form S-8 Registration Statements File No. 33-36872
and No. 333-35225.

ARTHUR ANDERSEN LLP

Houston, Texas
June 28, 2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>8
<FILENAME>0008.txt
<TEXT>

                                                                      Exhibit 24


                                POWER OF ATTORNEY



      WHEREAS, OCEANEERING INTERNATIONAL, INC., a Delaware corporation
("Company"), intends to file with the Securities and Exchange Commission
("Commission") under the Securities Exchange Act of 1934, as amended ("Act"), an
Annual Report on Form 10-K for the fiscal year ended March 31, 2000 ("10-K"),
with any and all exhibits and/or amendments to such 10-K, and other documents in
connection therewith.

      NOW, THEREFORE, the undersigned in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint JOHN R. HUFF,
MARVIN J. MIGURA and GEORGE R. HAUBENREICH, JR. and each of them severally, his
true and lawful attorney or attorneys with power to act with or without the
other and with full power of substitution and resubstitution, to execute in his
name, place and stead in his capacity as a director, officer or both, as the
case may be, of the Company, said 10-K and any and all amendments thereto and
all instruments necessary or incidental in connection therewith and to file the
same with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned in any
and all capacities every act whatsoever necessary or desirable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.

      IN WITNESS WHEREOF, the undersigned has executed this instrument on this
15th day of June, 2000.



                                          D. MICHAEL HUGHES
                                          -------------------
                                          D. Michael Hughes

<PAGE>
                                POWER OF ATTORNEY



      WHEREAS, OCEANEERING INTERNATIONAL, INC., a Delaware corporation
("Company"), intends to file with the Securities and Exchange Commission
("Commission") under the Securities Exchange Act of 1934, as amended ("Act"), an
Annual Report on Form 10-K for the fiscal year ended March 31, 2000 ("10-K"),
with any and all exhibits and/or amendments to such 10-K, and other documents in
connection therewith.

      NOW, THEREFORE, the undersigned in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint JOHN R. HUFF,
MARVIN J. MIGURA and GEORGE R. HAUBENREICH, JR. and each of them severally, his
true and lawful attorney or attorneys with power to act with or without the
other and with full power of substitution and resubstitution, to execute in his
name, place and stead in his capacity as a director, officer or both, as the
case may be, of the Company, said 10-K and any and all amendments thereto and
all instruments necessary or incidental in connection therewith and to file the
same with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned in any
and all capacities every act whatsoever necessary or desirable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.

      IN WITNESS WHEREOF, the undersigned has executed this instrument on this
15th day of June, 2000.



                                          CHARLES B. EVANS
                                          -------------------
                                          Charles B. Evans

<PAGE>
                                POWER OF ATTORNEY



      WHEREAS, OCEANEERING INTERNATIONAL, INC., a Delaware corporation
("Company"), intends to file with the Securities and Exchange Commission
("Commission") under the Securities Exchange Act of 1934, as amended ("Act"), an
Annual Report on Form 10-K for the fiscal year ended March 31, 2000 ("10-K"),
with any and all exhibits and/or amendments to such 10-K, and other documents in
connection therewith.

      NOW, THEREFORE, the undersigned in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint JOHN R. HUFF,
MARVIN J. MIGURA and GEORGE R. HAUBENREICH, JR. and each of them severally, his
true and lawful attorney or attorneys with power to act with or without the
other and with full power of substitution and resubstitution, to execute in his
name, place and stead in his capacity as a director, officer or both, as the
case may be, of the Company, said 10-K and any and all amendments thereto and
all instruments necessary or incidental in connection therewith and to file the
same with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned in any
and all capacities every act whatsoever necessary or desirable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.

      IN WITNESS WHEREOF, the undersigned has executed this instrument on this
15th day of June, 2000.



                                          DAVID S. HOOKER
                                          -------------------
                                          David S. Hooker

<PAGE>
                                POWER OF ATTORNEY



      WHEREAS, OCEANEERING INTERNATIONAL, INC., a Delaware corporation
("Company"), intends to file with the Securities and Exchange Commission
("Commission") under the Securities Exchange Act of 1934, as amended ("Act"), an
Annual Report on Form 10-K for the fiscal year ended March 31, 2000 ("10-K"),
with any and all exhibits and/or amendments to such 10-K, and other documents in
connection therewith.

      NOW, THEREFORE, the undersigned in his capacity as a director or officer
or both, as the case may be, of the Company, does hereby appoint JOHN R. HUFF,
MARVIN J. MIGURA and GEORGE R. HAUBENREICH, JR. and each of them severally, his
true and lawful attorney or attorneys with power to act with or without the
other and with full power of substitution and resubstitution, to execute in his
name, place and stead in his capacity as a director, officer or both, as the
case may be, of the Company, said 10-K and any and all amendments thereto and
all instruments necessary or incidental in connection therewith and to file the
same with the Commission. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of the undersigned in any
and all capacities every act whatsoever necessary or desirable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.

      IN WITNESS WHEREOF, the undersigned has executed this instrument on this
15th day of June, 2000.



                                          HARRIS J. PAPPAS
                                          -------------------
                                          Harris J. Pappas


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>9
<FILENAME>0009.txt
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FILED AS PART OF THE COMPANY'S 10-K AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          MAR-31-2000
<PERIOD-END>                               MAR-31-2000
<CASH>                                          11,001
<SECURITIES>                                         0
<RECEIVABLES>                                  119,072
<ALLOWANCES>                                       500
<INVENTORY>                                          0
<CURRENT-ASSETS>                               148,563
<PP&E>                                         461,285
<DEPRECIATION>                                 184,918
<TOTAL-ASSETS>                                 450,976
<CURRENT-LIABILITIES>                           95,788
<BONDS>                                        128,000
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                         6,004
<OTHER-SE>                                     189,696
<TOTAL-LIABILITY-AND-EQUITY>                   450,976
<SALES>                                        416,820
<TOTAL-REVENUES>                               416,820
<CGS>                                          345,178
<TOTAL-COSTS>                                  345,178
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               5,936
<INCOME-PRETAX>                                 26,225
<INCOME-TAX>                                     9,441
<INCOME-CONTINUING>                             16,784
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    16,784
<EPS-BASIC>                                       0.74
<EPS-DILUTED>                                     0.73



</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>10-K405
<SEQUENCE>10
<FILENAME>0010.pdf
<TEXT>

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