PURCHASE AGREEMENT

BANC OF AMERICA SECURITIES LLC

$550,000,000 AGGREGATE PRINCIPAL AMOUNT

HELIX ENERGY SOLUTIONS GROUP, INC.

9.5% SENIOR NOTES DUE 2016

Purchase Agreement

dated December 18, 2007

TABLE OF CONTENTS

						Page
Section 1.		Representations and Warranties of the Company					3
		(a)		No Registration			3
		(b)		No Integration			3
		(c)		Rule 144A			3
		(d)		Preliminary Offering Memorandum, Pricing Disclosure Package and Offering Memorandum			3
		(e)		Company Additional Written Communications			4
		(f)		Offering Materials Furnished to Initial Purchasers			4
		(g)		Authorization of the Purchase Agreement			4
		(h)		Authorization of the Indenture			5
		(i)		Authorization of the Securities and the Exchange Securities			5
		(j)		Authorization of the Registration Rights Agreement			6
		(k)		No Material Adverse Change			6
		(l)		Independent Accountants			6
		(m)		Preparation of the Financial Statements			6
		(n)		Incorporation and Good Standing of the Company and its Subsidiaries			7
		(o)		No Stamp or Transfer Taxes			7
		(p)		Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required			7
		(q)		No Material Actions or Proceedings			8
		(r)		Intellectual Property Rights			9
		(s)		All Necessary Permits, Etc			9
		(t)		Title to Properties			9
		(u)		Tax Law Compliance			10
		(v)		Company and Guarantors Not Required to Register as an “Investment Company”			10
		(w)		Compliance with Reporting Requirements			10
		(x)		Insurance			10
		(y)		No Price Stabilization or Manipulation			10
		(z)		Related Party Transactions			11
		(aa)		No Restriction on Distributions			11
		(bb)		Recent Sales			11
		(cc)		No General Solicitation			11
		(dd)		Sarbanes-Oxley Compliance			11
		(ee)		Internal Controls and Procedures			11
		(ff)		No Material Weakness in Internal Controls			12
		(gg)		Compliance with Environmental Laws			12
		(hh)		Periodic Review of Costs of Environmental Compliance			13
		(ii)		ERISA Compliance			13
		(jj)		No Outstanding Loans or Other Indebtedness			14

						Page
		(kk)		Compliance with Laws			14
		(ll)		No Unlawful Payments			14
		(mm)		No Conflict with Money Laundering Laws			14
		(nn)		No Conflict with OFAC Laws			14
		(oo)		Reserves			14
		(pp)		Registration Rights			15
		(qq)		No Default in Senior Indebtedness			15
		(rr)		Regulation S			15
Section 2.		Purchase, Sale and Delivery of the Securities					15
		(a)		The Securities			16
		(b)		The Closing Date			16
		(c)		Payment for the Securities			16
		(d)		Delivery of the Securities			16
Section 3.		Additional Covenants of the Company					17
		(a)		Representative’s Review of Proposed Amendments and Supplements			17
		(b)		Company Additional Written Communications			17
		(c)		Amendments and Supplements to the Offering Memorandum and Other Securities Act Matters			17
		(d)		Delivery of Copies			18
		(e)		Blue Sky Compliance			18
		(f)		Rule 144A Information			19
		(g)		Legends			19
		(h)		PORTAL			19
		(i)		No General Solicitation			19
		(j)		No Integration			19
		(k)		Rule 144 Tolling			19
		(l)		Use of Proceeds			19
		(m)		Compliance with Securities Laws			19
		(n)		Agreement Not To Offer or Sell Additional Securities			20
		(o)		Future Reports to the Representative			20
		(p)		Investment Limitation			20
		(q)		No Manipulation of Price			20
		(r)		Existing Lock-Up Agreements			20
Section 4.		Payment of Expenses					21
Section 5.		Conditions of the Obligations of the Initial Purchaser					21
		(a)		Accountants’ Comfort Letter			21
		(b)		Engineer’s Reserve Report			22
		(c)		No Material Adverse Change or Rating Agency Change			22
		(d)		Opinion of Counsel for the Company			22
		(e)		Opinion of Counsel for the Initial Purchasers			22
		(f)		Officers’ Certificate			22
		(g)		Bring-Down Comfort Letter			23
		(h)		Registration Rights Agreement			23
		(i)		PORTAL Designation and DTC			23
		(j)		Additional Documents			23
Section 6.		Representations, Warranties and Agreements of Initial Purchasers					24
Section 7.		Reimbursement of Initial Purchasers’ Expenses					24
Section 8.		Indemnification					25

						Page
		(a)		Indemnification of the Initial Purchasers			25
		(b)		Indemnification of the Company, each Guarantor, and each of their Directors and Officers			25
		(c)		Notifications and Other Indemnification Procedures			26
		(d)		Settlements			27
Section 9.		Contribution					27
Section 10.		Default of One or More of the Several Initial Purchasers					29
Section 11.		Termination of this Agreement					29
Section 12.		Representations and Indemnities to Survive Delivery					30
Section 13.		Notices					30
Section 14.		Successors					31
Section 15.		Partial Unenforceability					31
Section 16.		Governing Law Provisions; Consent to Jurisdiction					32
		(a)		Governing Law Provisions			32
		(b)		Consent to Jurisdiction			32
		(c)		Waiver of Immunity			32
		(d)		Judgment Currency			33
Section 17.		No Advisory or Fiduciary Responsibility					33
Section 18.		General Provisions					34

Purchase Agreement

December 18, 2007

BANC OF AMERICA SECURITIES LLC
As Representative of the several Initial Purchasers
     c/o BANC OF AMERICA SECURITIES LLC
     9 West 57 ^th Street
     New York, New York 10019

Ladies and Gentlemen:

     Helix Energy Solutions Group, Inc., a Minnesota corporation (the “Company”), proposes to issue and sell to the several purchasers named in Schedule A (the “Initial Purchasers”) $550,000,000 in aggregate principal amount of its 9.5% senior notes due 2016 (the “Notes”). Banc of America Securities LLC (“BAS”) has agreed to act as representative of the several Initial Purchasers (in such capacity, the “Representative”) in connection with the offering and sale of the Notes.

     The Notes will be issued pursuant to an indenture (the “Indenture”) to be dated as of the Closing Date (as defined in Section 2), among the Company, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

     The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), in reliance upon an exemption therefrom.

     Holders of the Notes (including the Initial Purchasers and their direct and indirect transferees) will be entitled to the benefits of a Registration Rights Agreement, dated the Closing Date, among the Company, the Guarantors, and the Initial Purchasers (the “Registration Rights Agreement”), pursuant to which the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein (i) a registration statement under the Securities Act relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes and, in each case, to use its best efforts to cause such registration statements to be declared effective.

     The payment of principal of, premium, if any, and interest on the Notes and the Exchange Notes when and as the same becomes due and payable, will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by (i) each of the Company’s existing direct and indirect domestic Restricted Subsidiaries (as defined in the Indenture) other than the Non-Guarantor Restricted Subsidiary (as defined in the Indenture) and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes additional guarantees in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities” and the Exchange Notes and the Guarantees attached thereto are referred to herein collectively as the “Exchange Securities.”

     This Agreement, the Indenture, the Securities, the Exchange Securities and the Registration Rights Agreement are referred to herein collectively as the “Operative Documents.”

     Each of the Company and the Guarantors understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemption afforded by Rule 144A (“Rule 144A”) or Regulation S (“Regulation S”) thereunder).

     The Company has prepared and delivered to each of the Initial Purchasers copies of the preliminary offering memorandum dated as of December 7, 2007 (the “Preliminary Offering Memorandum”) and copies of a pricing supplement, dated as of December 18, 2007 (the “Pricing Supplement”) setting forth information concerning the Company, the Securities and the Registration Rights Agreement (as defined below). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser copies of a final offering memorandum dated the date hereof (the “Offering Memorandum”).

     All references herein to the terms “Pricing Disclosure Package” and “Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated

thereunder (the “Exchange Act”) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Offering Memorandum.

     The Company hereby confirms its agreements with the Initial Purchasers as follows:

      Section 1. Representations and Warranties of the Company.

     Each of the Company and the Guarantors, jointly and severally, hereby represents, warrants and covenants to each Initial Purchaser as follows that, as of the date hereof and as of the Closing Date:

     (a)  No Registration . Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 6 and their compliance with the agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers, and the offer, resale and delivery of the Securities by the Initial Purchasers, in each case in the manner contemplated by this Agreement, the Indenture, the Pricing Disclosure Package and the Offering Memorandum, to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”)

     (b)  No Integration . Other than to the Initial Purchasers in connection with the transactions contemplated by this Agreement, about which no representation is made by the Company, none of the Company or any of its subsidiaries has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the Securities Act) that is or will be integrated with the sale of the Securities in a manner that would require registration under the Securities Act of the Securities.

     (c)  Rule 144A . No securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as the Securities are listed on any national securities exchange registered under Section 6 of the Exchange Act, or quoted on an automated inter-dealer quotation system. The Company is subject to and in full compliance with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

     (d)  Preliminary Offering Memorandum, Pricing Disclosure Package and Offering Memorandum . Each of the Company and the Guarantors hereby confirms that it has authorized the use of the Pricing Disclosure Package and the Offering Memorandum in connection with the offer and sale of the Securities by the Initial Purchasers. Each

document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Pricing Disclosure Package and the Offering Memorandum complied or will comply when it is filed in all material respects with the Exchange Act. Neither the Pricing Disclosure Package, as of the Time of Sale, nor the Offering Memorandum, as of its date or (as amended or supplemented in accordance with Section 3(a), as applicable) as of the Closing Date, contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation or warranty as to statements or omissions made in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Representative specifically for inclusion therein . The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Pricing Disclosure Package and the Offering Memorandum.

     (e)  Company Additional Written Communications . The Company (including its agents and representatives, other than the Initial Purchasers in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) a “Company Additional Written Communication”) other than (i) the Pricing Disclosure Package, (ii) the Offering Memorandum and (iii) any electronic road show or other written communications, in each case used in accordance with Section 3(a). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation or warranty with respect to any statements or omissions made in each such Company Additional Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company by any Initial Purchaser through the Representative expressly for inclusion therein.

     (f)  Offering Materials Furnished to Initial Purchasers . The Company has delivered to the Representative the Pricing Disclosure Package, the Company Additional Written Communications and the Offering Memorandum, as amended or supplemented, in such quantities and at such places as the Representative has reasonably requested for each of the Initial Purchasers.

     (g)  Authorization of the Purchase Agreement . This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

     (h)  Authorization of the Indenture . The Indenture has been duly authorized by the Company and the Guarantors and, upon the effectiveness of the Registration Statement, will be qualified under the Trust Indenture Act; on the Closing Date, the Indenture will have been duly executed and delivered by the Company and the Guarantors and, assuming the due authorization, execution and delivery of the Indenture by the Trustee, the Indenture will constitute a valid and binding obligation of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with its terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws affecting creditors’ rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; and the Indenture will conform in all material respects to the description thereof contained in each of the Pricing Disclosure Package and the Offering Memorandum.

     (i)  Authorization of the Securities and the Exchange Securities . The Notes have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture; on the Closing Date, the Notes will be duly executed and issued by the Company and, when authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchasers pursuant to this Agreement (assuming due authentication of the Securities by the Trustee), will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits provided by the Indenture, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws affecting creditors’ rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; and the Securities will conform in all material respects to the description thereof contained in each of the Pricing Disclosure Package and the Offering Memorandum. The Exchange Notes have been duly and validly authorized for issuance by the Company pursuant to this Agreement, the Indenture, the Registration Rights Agreement and the Exchange Offer; on the closing date of the Exchange Offer, the Exchange Securities will be duly executed and issued by the Company and, when authenticated in accordance with the terms of the Indenture (assuming due authentication of the Securities by the Trustee), will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits provided by the Indenture, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws affecting creditors’ rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; and the Exchange Securities will conform in all material respects to the description thereof contained in each of the Pricing Disclosure Package and the Offering Memorandum. The Guarantees of the Notes and the Exchange

Notes have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture; on the Closing Date or, in the case of the Guarantees of the Exchange Notes, the closing date of the Exchange Offer, the Guarantees will be duly executed by each of the Guarantors and, when the Securities have been authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchasers pursuant to this Agreement (assuming due authentication of the Securities by the Trustee), will constitute valid and binding agreements of the Guarantors, enforceable in accordance with their terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws affecting creditors’ rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; and the Exchange Securities will conform in all material respects to the description thereof contained in each of the Pricing Disclosure Package and the Offering Memorandum.

     (j)  Authorization of the Registration Rights Agreement . The Registration Rights Agreement has been duly authorized and, on the Closing Date, will be duly executed and delivered by the Company and the Guarantors.

     (k)  No Material Adverse Change . Except as otherwise disclosed in each of the Pricing Disclosure Package and the Offering Memorandum, subsequent to the date as of which information is given in the Preliminary Offering Memorandum: (i) there has been no material adverse change, or any development involving a prospective material adverse change that would reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (any such change is called a “Material Adverse Change”); (ii) the Company and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, nor entered into any material transaction or agreement; and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or other subsidiaries, any of its subsidiaries on any class of capital stock or repurchase or redemption by the Company or any of its subsidiaries of any class of capital stock.

     (l)  Independent Accountants . Ernst & Young LLP, who have expressed their opinion with respect to the financial statements (which term as used in this Agreement includes the related schedules and notes thereto) filed with the Commission and included in or incorporated by reference in the Pricing Disclosure Package and the Offering Memorandum, are independent public or certified public accountants as required by the Securities Act and the Exchange Act.

     (m)  Preparation of the Financial Statements . The financial statements included in or incorporated by reference in each of the Pricing Disclosure Package and the Offering Memorandum present fairly the consolidated financial position of the Company

and its consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The financial data set forth in each of the Pricing Disclosure Package and the Offering Memorandum under the captions “Summary—Summary Financial Data”, “Selected Consolidated Financial Data” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in each of the Pricing Disclosure Package and the Offering Memorandum.

     (n)  Incorporation and Good Standing of the Company and its Subsidiaries . Each of the Company and its subsidiaries has been duly organized and is validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full power and authority to own, lease and operate its properties and to conduct its business as described in each of the Pricing Disclosure Package and the Offering Memorandum and, in the case of the Company and the Guarantors, to enter into and perform their obligations under this Agreement. Each of the Company and each subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity interests of each subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except as disclosed in each of the Pricing Disclosure Package and the Offering Memorandum. The Company does not own or control, directly or indirectly, any corporation, association or other entity that would be considered a “significant subsidiary” under the Exchange Act other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

     (o)  No Stamp or Transfer Taxes . To the knowledge of the Company, there are no stamp or other issuance or transfer taxes or duties or other similar fees or charges required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Securities or the Exchange Securities.

     (p)  Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required . Neither the Company nor any of its subsidiaries is in violation of its respective charter or by-laws or other organizational documents, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the credit agreement dated as of

July 3, 2006 among the Company, Banc of America, N.A., as administrative agent and as lender, and certain other lenders) or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change.

          The Company’s execution, delivery and performance of the Operative Documents and consummation of the transactions contemplated thereby and by each of the Pricing Disclosure Package and the Offering Memorandum (i) have been duly authorized by all necessary action and will not result in any violation of the provisions of the charter or by-laws or other organizational documents of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of the Operative Documents and consummation of the transactions contemplated thereby and by each of the Pricing Disclosure Package and the Offering Memorandum, except (i) with respect to the transactions contemplated by the Registration Rights Agreement, as may be required under the Securities Act, the Trust Indenture Act and the rules and regulations promulgated thereunder and (ii) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

     (q)  No Material Actions or Proceedings . There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any

principal supplier of the Company, exists or, to the best of the Company’s knowledge, is threatened or imminent.

     (r)  Intellectual Property Rights . The Company and its subsidiaries own, possess, license or have other rights to use, on reasonable terms, all trademarks, trade names, copyrights, domain names, licenses, trade secrets and patent rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct their businesses as now conducted; and the expected expiration of any of such Intellectual Property Rights would not result in a Material Adverse Change. Neither the Company nor any of its subsidiaries has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Change. To the Company’s knowledge, there is no material infringement by third parties of any Intellectual Property Rights owned by or exclusively licensed to the Company. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Preliminary Offering Memorandum or the Offering Memorandum if it were a registration statement on Form S-3 (including through incorporation by reference) and are not described in all material respects. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees or otherwise in violation of the rights of any persons.

     (s)  All Necessary Permits, Etc . The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change.

     (t)  Title to Properties . The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned by each of them in the financial statements referred to in Section 1(m) hereof, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except as otherwise disclosed in each of the Pricing Disclosure Package and the Offering Memorandum or such as do not, singly or in the aggregate, materially and adversely affect the value of such property and do not, singly or in the aggregate, materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not, singly or in the aggregate, materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

     (u)  Tax Law Compliance . The Company and its consolidated subsidiaries have filed all material federal, state and foreign income and franchise tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them. The Company has made adequate charges, accruals and reserves in the financial statements referred to in Section 1(m) hereof in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

     (v)  Company and Guarantors Not Required to Register as an “Investment Company" . The Company and the Guarantors have been advised of the rules and requirements under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”). The Company and the Guarantors are not, and, after receipt of payment for the Securities and application of the proceeds as described in each of the Pricing Disclosure Package and the Offering Memorandum, will not be, required to register as an “investment company” within the meaning of the Investment Company Act and will conduct its business in a manner so that they will not become subject to the Investment Company Act.

     (w)  Compliance with Reporting Requirements . The Company is subject to and in full compliance with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

     (x)  Insurance . Each of the Company and its subsidiaries are insured by recognized, financially sound and reputable institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses including, but not limited to, policies covering real and personal property owned or leased by the Company and its subsidiaries against theft, damage, destruction, acts of terrorism and vandalism. The Company has no reason to believe that it or any subsidiary will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change. Neither of the Company nor any subsidiary has been denied any insurance coverage which it has sought or for which it has applied.

     (y)  No Price Stabilization or Manipulation . None of the Company and the Guarantors has taken or will take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of the Securities or any other security of the Company to facilitate the sale or resale of the Securities. Each of the Company and the Guarantors acknowledges that the Initial Purchasers may engage in stabilization transactions as described in the Pricing Disclosure Package.

     (z)  Related Party Transactions . There are no business relationships or related-party transactions involving the Company or any subsidiary or any other person required to be described in the Pricing Disclosure Package or the Offering Memorandum if they were registration statements on Form S-3 (including through incorporation by reference) which have not been described as required.

     (aa)  No Restriction on Distributions . Other than Cal Dive International, Inc., no subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company, except as described in or contemplated by each of the Pricing Disclosure Package and the Offering Memorandum.

     (bb)  Recent Sales . Except as disclosed in each of the Pricing Disclosure Package and the Offering Memorandum, the Company has not sold or issued any shares of Common Stock, any security convertible into shares of Common Stock or any security of the same class as the Securities during the six-month period preceding the date of the Offering Memorandum, including any sales pursuant to Rule 144A or under Regulations D or S of the Securities Act, other than shares issued pursuant to the Company’s stock plans or pursuant to outstanding options, rights or warrants, and within the last six months the Company has not offered or sold any such securities in a manner that would be integrated with offering contemplated hereunder.

     (cc)  No General Solicitation . None of the Company or any of its affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)), has, directly or through an agent, engaged in any form of general solicitation or general advertising in connection with the offering of the Securities (as those terms are used in Regulation D) under the Securities Act or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; the Company has not entered into any contractual arrangement with respect to the distribution of the Securities except for this Agreement, and the Company will not enter into any such arrangement except for the Registration Rights Agreement and as may be contemplated thereby.

     (dd)  Sarbanes-Oxley Compliance . There is and has been no failure on the part of the Company, the Guarantors or any of their respective directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

     (ee)  Internal Controls and Procedures . The Company maintains effective disclosure controls and procedures and internal control over financial reporting, each as defined in Rule 13a-15 under the Exchange Act.

     (ff)  No Material Weakness in Internal Controls . Except as disclosed in each of the Pricing Disclosure Package and the Offering Memorandum, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

     (gg)  Compliance with Environmental Laws . Except as would not, individually or in the aggregate, result in a Material Adverse Change (i) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign law or regulation relating to pollution or protection of human health and safety, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, “Environmental Laws”), which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations required for the operation of the business of the Company or its subsidiaries under applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has the Company or any of its subsidiaries received any written communication, whether from a governmental authority, citizens group, employee or other third party, that alleges that the Company or any of its subsidiaries is in violation of any Environmental Law; (ii) there is (A) no claim, action or cause of action filed with a court or governmental authority, (B) no investigation by any third party with respect to which the Company has received written notice and (C) no written notice received by, or to the best of the Company’s knowledge, threatened against the Company or any of its subsidiaries, in each case that alleges potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the Company or any of its subsidiaries, now or in the past (collectively, “Environmental Claims”), and in each case that is pending or, to the best of the Company’s knowledge, threatened against the Company or any of its subsidiaries or any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law; (iii) to the best of the Company’s knowledge, there are no past, present or anticipated future actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that would reasonably be expected to result in a violation of any Environmental Law, require expenditure to be incurred pursuant to Environmental Law or form the basis of a potential

Environmental Claim against the Company or any of its subsidiaries or against any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law; and (iv) neither the Company nor any of its subsidiaries is subject to any pending or, to the best of the Company’s knowledge, threatened proceeding under Environmental Law to which a governmental authority is a party and which is reasonably likely to result in monetary sanctions of $100,000 or more.

     (hh)  Periodic Review of Costs of Environmental Compliance . In the ordinary course of its business, the Company conducts a periodic review of the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review and the amount of its established environmental reserves, the Company has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, result in a Material Adverse Change.

     (ii)  ERISA Compliance . None of the following events has occurred or exists: (i) a failure to fulfill the obligations, if any, under the minimum funding standards of Section 302 of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the regulations and published interpretations thereunder with respect to a Plan, determined without regard to any waiver of such obligations or extension of any amortization period; (ii) an audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal or state governmental agency or any foreign regulatory agency with respect to the employment or compensation of employees by the Company; or (iii) any breach of any contractual obligation, or any violation of law or applicable qualification standards, with respect to the employment or compensation of employees by the Company, in each case, that would reasonably be expected to result in a Material Adverse Change. None of the following events has occurred or is reasonably likely to occu