NON-COMPETITION AND NON-SOLICITATION AGREEMENT

Exhibit 10.8

Execution Copy

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

     This NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is entered into as of July 1, 2008 (the “Effective Date”), by and between Gulfmark Offshore, Inc., a Delaware corporation (“Buyer”), and Larry T. Rigdon (“Rigdon”).

     WHEREAS, Buyer has entered into that certain Membership Interest and Stock Purchase Agreement dated as of May 28, 2008 (the “Purchase Agreement”), with Rigdon Marine Holding LLC (“RMH”) and Rigdon Marine Corporation (“RMC;” RMH and RMC each a “Company” and collectively, the Companies”), all the members of RMH (the “Members”) and Sherwood Investment L.L.C., John J. Tennant III Irrevocable Trust, Brian M. Bowman Irrevocable Trust and Bourbon Offshore (f/k/a Bourbon Offshore Holdings, SAS), as shareholders of RMC (with the Members collectively, “Sellers”);

     WHEREAS, pursuant to the Purchase Agreement, Sellers have agreed to sell, and Buyer has agreed to buy, all of the membership interests in RMH and all of the shares of Common Stock in RMC not owned by RMH;

     WHEREAS, Rigdon has been extensively involved in the management and operation of the Companies and their respective business operations and, directly or indirectly, owns a substantial equity interest in the Companies;

     WHEREAS, Rigdon, as a result of his equity interest in the Companies, will receive substantial consideration as of the closing of the transactions contemplated by the Purchase Agreement (the “Closing”);

     WHEREAS, Buyer, as a condition to the Closing, requires that Rigdon execute and deliver this Agreement; and

     WHEREAS, Rigdon, for the consideration of the execution and delivery of the Purchase Agreement and the consideration to be received by Rigdon in connection with the transactions contemplated thereby, has agreed to, and does hereby, enter into this Agreement on the terms and conditions set forth below;

     NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

     Definitions. For purposes of this Agreement, (a) the capitalized terms set forth below shall have the respective meanings specified below, and (b) other capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Purchase Agreement.

     “Affiliate” means any Person who is an “affiliate” as defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

     “Business” means the construction, ownership and/or operation of Offshore Support Vessels to be used for transportation of materials and supplies to and from offshore platforms and drilling rigs.

     “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the State of Texas are authorized or required by law or executive order to close.

     “Effective” means when the Purchase Price is delivered and received at Closing by the Seller Representative under the Purchase Agreement.

     “Offshore Support Vessels” means offshore platform supply vessels, offshore supply vessels and offshore crewboats.

     “Person” means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, Governmental Authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity.

     “Restriction Period” means the period commencing when this Agreement becomes Effective and ending two (2) years thereafter.

     “Territory” means the United States Gulf of Mexico and Trinidad and Tabago.

     Restrictive Covenants. During the Restriction Period, Rigdon shall not, directly or indirectly, on his own behalf or as a shareholder, owner, principal, member, partner, joint venturer, individual proprietor, employer, director, trustee, manager, officer, employee, consultant, independent contractor, agent, sales representative, investor or lender, or in any other individual, representative or other capacity (each an “Other Capacity”) (other than through passive investments in securities constituting not more than one percent (1%) of the outstanding securities of any class of publicly-traded securities registered on any national securities exchange or market other than securities of Buyer):

     construct, own or operate any Offshore Support Vessels, or provide goods, services, financing or other assistance to, any business that provides services similar to those provided by the Business anywhere in the Territory;

     solicit, induce or influence, or attempt to solicit, induce or influence, any Person to purchase or obtain any services of a type rendered by the Business from any Person in the Territory other than one of the Companies;

     solicit, induce or influence, or attempt to solicit, induce or influence, any customer, government agency, supplier, distributor, independent contractor, agent or other Person to terminate or otherwise alter its contractual or business relationship with any of the Companies, Buyer or any of their Affiliates; or

     solicit, entice, induce, suggest or request that any employee of any of the Companies, Buyer or any of their Affiliates (whether employed directly or indirectly, including through an employee leasing arrangement) terminate such employee’s relationship with such Company, Buyer or such Affiliate, as applicable.

     Nondisparagement. Rigdon agrees that he shall not make or publish any statement, written or oral, disparaging the reputation of any of the Companies, Buyer, any of their Affiliates or any of their respective directors, officers, employees, agents or representatives; provided that the foregoing shall not limit in any way the enforcement by Rigdon of any legal rights or claims against Buyer under this Agreement or the Purchase Agreement.

     Independence of Obligations. The covenants of Rigdon set forth in this Agreement shall be construed as separate agreements independent of any other agreement or arrangement between Rigdon, on the one hand, and Buyer, on the other. The existence of any claim or cause of action by Rigdon against Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of any of the covenants contained in this Agreement against Rigdon.

     Reasonableness; Reformation. Rigdon acknowledges that, by virtue of his association with the Companies, he has developed considerable expertise in the operations of the Business. Rigdon recognizes that Buyer and the Companies would be irreparably damaged, and Buyer’s substantial investment in the Companies and their Business would be materially impaired, if Rigdon were to engage in any activity in violation of the terms of this Agreement. Accordingly, Rigdon expressly acknowledges that (a) he is voluntarily entering into this Agreement; (b) this Agreement is ancillary to the Purchase Agreement and Buyer would not have executed the Purchase Agreement and agreed to consummate the transactions contemplated thereby without Rigdon’s execution and delivery of this Agreement; (c) the provisions of this Agreement contain reasonable limitations as to time, geographical area and scope of activities to be restrained, and such limitations and the other provisions of this Agreement have been specifically negotiated by sophisticated commercial parties with the assistance of legal counsel and are given as an essential and integral part of the transactions contemplated by the Purchase Agreement; (d) the provisions of this Agreement do not impose a greater restraint than is necessary to protect the goodwill and other business interests of Buyer and the Companies; (e) if any portion of the covenants and agreements set forth in this Agreement are held by a court of competent jurisdiction to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible as to time, scope of activities covered, and geographical area, and the remaining provisions of this Agreement shall nevertheless be binding upon the parties hereto with the same effect as though the invalid, unreasonable or arbitrary part had been severed and deleted and had never constituted a part hereof; and (f) if any court of competent jurisdiction determines the specified time period, scope of activities covered, or geographical area applicable to any provision of this Agreement to be invalid, unreasonable, arbitrary or against public policy, a lesser time period, scope of activities covered, and/or geographical area which is judicially determined to be reasonable, non-arbitrary and not against public policy may be enforced against Rigdon.