TRANSACTION AGREEMENT

Execution Version

TRANSACTION AGREEMENT

     THIS TRANSACTION AGREEMENT (the “ Agreement ”) is entered into as of this 5th day of November, 2007, by and between Active Subsea ASA, a Norwegian public limited liability company registered on the Norwegian Securities Dealers Association’s information system for unlisted shares (the “ NOTC list ”) with its principal place of business at Tollbugata 6, N-6002 Ålesund, Norway (“ Active Subsea ”), and Trico Marine Services, Inc., a Delaware corporation with its principal place of business at 3200 Southwest Freeway, Suite 2950, Houston, Texas 77027, USA (“ Trico ”).

RECITALS

     WHEREAS, Trico intends to make a recommended tender offer for all of the outstanding shares of common stock of Active Subsea, as described in more detail below; and

     WHEREAS, as an incentive for Trico to prepare and commence the tender offer and in consideration of the time and expenses both parties will undertake with respect to the tender offer, the parties wish to set forth certain understandings and arrangements;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party, for the benefit of the other party hereby agrees as follows:

     1.1 Commencement and Terms of the Offer.

          (a) As soon as practicable following the execution of this Agreement, and subject to the other conditions in this Section 1.1, Trico shall commence an offer (the “ Offer ”) for Active Subsea shareholders to tender (x) all of the shares of common stock of Active Subsea currently outstanding, together with all shares of common stock to be issued upon the exercise of outstanding vested (on or before the closing of the Offer) warrants and options to purchase shares of common stock of Active Subsea (collectively, the “ Shares ”) in exchange for cash consideration of 22.50 Norwegian Kroner (“ NOK ”) per Share (the “ Offer Consideration ”), and (y) all of the unexercised warrants to purchase shares of common stock of Active Subsea (collectively, the “ Warrants ”) in exchange for cash consideration of the Offer Consideration less the exercise price of each Warrant.

          (b) Prior to the announcement or commencement of the Offer, Trico will have received irrevocable advance acceptance agreements, in the form attached as Annex A (which form specifies that such acceptance is conditioned, among other items, upon Trico making the Offer and offering the Offer Consideration), executed by the following:

	•		Essbe AS (on behalf of itself and Sverre Barstad),
	•		Albert Gjørtz,
	•		Geir Tore Hjelle,
	•		Kåre Jostein Larsen,

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	•		Ojada AS (on behalf of itself and Bente Loe),
	•		Pumpøs AS, Planeten AS and Stiftelsen Aker of Ullevoll Diabetes Forening (in each case on behalf of itself and Erik Schultz),
	•		Skipsaksjeselskapet Sunnmøre Rederi AS (on behalf of itself and all other affiliates of J. Hagenæs Shipping AS (“ Hagenæs ”)),
	•		Anne Stenseth, and
	•		Welsvik Offshore AS (on behalf of itself and Robert Welsvik).

          (c) Prior to the commencement of the Offer, Trico will have obtained a letter from Maritima De Ecologia confirming that its bareboat charter agreement with Active Subsea will remain in full force and effect after Trico’s acquisition of Active Subsea.

          (d) Prior to the announcement or commencement of the Offer, (i) Trico will have entered into a consulting arrangement with Kåre Jostein Larsen (or his affiliate) on mutually agreeable terms and (ii) Active Subsea shall obtain the agreement of Hagenæs to the agreement attached hereto as Annex D.

     1.2 Announcement of the Offer . Following the execution of this Agreement and the satisfaction of the provisions of Sections 1(b) and 1(d) above, Active Subsea and Trico shall issue a joint press release in the form attached hereto as Annex B (the “ Press Release ”) announcing the Offer.

     1.3 Announcement of the Extraordinary General Meeting of Shareholders. Following the execution of this Agreement, and together with the issuance of the Press Release, Active Subsea shall call an extraordinary general meeting of its shareholders to consider resolutions approving the amendment of the Warrants so that they shall vest upon a change of control of Active Subsea (which the Offer will constitute, upon closing), and so that they shall be assignable.

     1.4 Preparation of Offer Document. Trico shall prepare an offer to purchase relating to the Offer (the “ Offer Document ”) for delivery to the holders of the Shares. The Offer will be made according to the terms set forth in Section 1 of Annex C. Active Subsea agrees to provide Trico in a timely manner with all information relating to Active Subsea and its affiliates reasonably required by Trico for inclusion in the Offer Document. Active Subsea and its counsel shall be given a reasonable opportunity to review and comment thereon.

     2.1 Active Subsea Board Recommendation.

          (a) The Press Announcement shall include a statement that Active Subsea’s board of directors unanimously recommends that Active Subsea’s shareholders tender their Shares in exchange for the Offer Consideration on the terms of the Offer (the “ Active Subsea Board Recommendation ”), and the Active Subsea Board Recommendation shall not be withdrawn by the Active Subsea board of directors except as permitted by Section 2.1(b) below.

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          (b) Notwithstanding anything to the contrary contained in Section 2.1(a), at any time prior to the public announcement of the satisfaction of all conditions to the Offer, the Active Subsea Board Recommendation may be withdrawn by the Active Subsea board of directors (the “ Active Subsea Change in Recommendation ”) only under the following circumstances: (i) an Alternative Acquisition Proposal (as defined in Section 2.1(c) below) is made to Active Subsea and is not withdrawn; (ii) Active Subsea promptly provides Trico with written notice of the Alternative Acquisition Proposal setting forth the identity of the offeror and the material terms of the offer and further provides at least five (5) business days prior written notice of any meeting of Active Subsea’s board of directors to consider and determine whether such Alternative Acquisition Proposal is a Superior Proposal; (iii) Trico does not amend the terms of the Offer to match (or exceed) the terms of the Alternative Acquisition Proposal; (iv) Active Subsea’s board of directors determines that such Alternative Acquisition Proposal constitutes a Superior Proposal (it being understood that such determination would not be made if Trico amends the terms of the Offer to match or exceed the terms of the Alternative Acquisition Proposal); (v) Active Subsea’s board of directors determines in good faith, after consultation with Active Subsea’s outside legal counsel, that, in light of such Superior Proposal, the withdrawal of the Active Subsea Board Recommendation is required to comply with the board’s fiduciary obligations to its shareholders under applicable law; and (vi) neither Active Subsea nor any of its representatives shall have violated in any material respect any of the restrictions set forth in Section 11 below.

          (c) For purposes of this Agreement: (i) “ Alternative Acquisition Proposal ” shall mean any offer, proposal, inquiry or indication of interest (other than an offer, proposal, inquiry or indication of interest by Trico under this Agreement) contemplating or otherwise relating to any Acquisition Transaction; (ii) “ Superior Proposal ” shall mean an unsolicited, bona fide written offer by a third party (fully authorized by its board or other governing body, as appropriate) to Active Subsea’s board of directors or to all of Active Subsea’s shareholders to purchase all of the outstanding common stock of Active Subsea on terms that the board of directors of Active Subsea determines, in good faith by a majority vote, after consultation with its financial advisor and outside legal counsel and taking into account all the terms and conditions of the Alternative Acquisition Proposal, are more favorable to all of Active Subsea’s shareholders, from a financial point of view, than the transactions contemplated by the Offer (including the terms, if any, proposed by Trico to amend or modify the Offer); and (iii) “ Acquisition Transaction ” shall mean: any transaction or series of transactions involving (A) any merger, consolidation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction (1) in which Active Subsea or any of its affiliates is a constituent corporation, (2) in which a person or “group” (as defined in the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder) of persons directly or indirectly acquires beneficial or record ownership of securities representing more than 50% of the outstanding securities of any class of voting securities of Active Subsea or any of its subsidiaries, or (3) in which Active Subsea or any of its affiliates issues or sells securities representing more than 50% of the outstanding securities of any class of voting securities of Active Subsea or any of its affiliates as of the date of this Agreement; or (B) any sale (other than in the ordinary course of business), lease (other than in the ordinary course of business), exchange, transfer (other than in the ordinary course of business), license (other than nonexclusive licenses in the ordinary course of business), acquisition or disposition of any business or businesses or assets that constitute or account for

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20% or more of the consolidated net revenues, net income or assets of Active Subsea, or any of its businesses or subsidiaries.

     The completion of the Offer shall be conditional upon the satisfaction of the conditions set forth in Section 2 of Annex C hereto (collectively, the “ Offer Conditions ”), any of which can be unilaterally waived by Trico, except as set forth in Annex C.

     4.1 Termination. This Agreement may be terminated (i) by Trico on written notice to Active Subsea if the Offer is terminated or withdrawn by Trico on the basis that any of the Offer Conditions have not been fulfilled, (ii) by mutual written consent of both parties, (iii) by Trico on written notice to Active Subsea if there is an Active Subsea Change in Recommendation, (iv) by Trico on written notice to Active Subsea, upon a material breach of any covenant under this Agreement by Active Subsea if such breach is not cured within seven days of delivery of written notice of such breach by Trico to Active Subsea, (v) by Trico on written notice to Active Subsea, upon a material breach of any representation or warranty under this Agreement by Active Subsea if such breach is not cured within seven days of delivery of written notice of such breach by Trico to Active Subsea, (vi) by Trico on written notice to Active Subsea if there has been a Material Adverse Effect (as defined herein), (vii) by Active Subsea on written notice to Trico upon an Active Subsea Change in Recommendation, (viii) by Active Subsea on written notice to Trico, upon a material breach of any covenant under this Agreement by Trico, if such breach is not cured within seven days of delivery of written notice of such breach by Active Subsea to Trico, and (ix) by either party if the public announcement of the satisfaction of all conditions to the Offer has not been made by the Termination Date, as such term is defined in the Offer Document (the “ Termination Date ”), provided however, that the right to terminate under this Section 4.1(ix) shall not be available to any party whose material failure to fulfill any obligation hereunder has been the principal cause of, or resulted in, the failure to satisfy the conditions of the Offer by the Termination Date. For purposes of this Agreement, “ Material Adverse Effect ” shall mean any event, change, occurrence or effect which, individually or together with any other event, change, occurrence or effect, has, or reasonably could have, a material adverse effect upon (i) the condition (financial or otherwise), business, assets, liabilities, results of operations or prospects of Active Subsea and its subsidiaries, taken as a whole, or (ii) the ability of Active Subsea to perform its obligations under this Agreement or to consummate the Offer or the other transactions contemplated by this Agreement, provided that “ Material Adverse Effect ” shall not be deemed to include an event, change, occurrence or effect to the extent it relates to (A) the announcement of the Offer and the other transactions contemplated by this Agreement; (B) the execution of, compliance with the terms of, or the taking of any action required by this Agreement, or the consummation of the Offer and the other transactions contemplated by this Agreement; or (C) any change in accounting requirements or principles or any change of laws of general applicability or the interpretation thereof.

     4.2 Effect of Termination . In the event of the termination of this Agreement under Section 4.1 above, this Agreement shall be of no further force or effect; provided, however, that (i) this Section 4.2 (Effect of Termination), Section 4.3 (Termination Fee), Section 5 (Expenses)

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and Section 12 (Governing Law) shall survive the termination of this Agreement and shall remain in full force and effect, and (ii) the termination of this Agreement shall not relieve any party from any liability for any willful breach of any warranty, covenant or other provision contained in this Agreement. Trico may withdraw the Offer upon the termination by Trico of this Agreement in accordance with Section 4.1.

     4.3 Termination Fee.

          (a) If after the date hereof an Alternative Acquisition Proposal with respect to Active Subsea is received and not withdrawn prior to the Termination Date and, prior to 225 days following the Termination Date, an Acquisition Transaction with respect to Active Subsea is consummated or a definitive agreement for an Acquisition Transaction with respect to Active Subsea is entered into and subsequently consummated, Active Subsea shall pay to Trico a termination fee of Five Million United States Dollars (US$5,000,000.00) in cash (the “ Termination Fee ”).

          (b) If there has been an Active Subsea Change in Recommendation, Active Subsea shall pay to Trico the Termination Fee.

          (c) If Active Subsea materially breaches the Transaction Agreement, Active Subsea shall pay to Trico the Termination Fee.

          (d) In no event shall Active Subsea be required to pay the Termination Fee other than as a result of the matters set forth in Sections 4.3(a), (b) or (c), and in no event shall Active Subsea be required to pay the Termination Fee more than once. Any payment of the Termination Fee pursuant to this Section 4 shall be made by wire transfer of immediately available funds, one business day after, as applicable, the consummation of an Acquisition Transaction (in the case of a payment pursuant to Section 4.3(a)), the occurrence of an Active Subsea Change in Recommendation (in the case of a payment pursuant to Section 4.3(b)), or the delivery of notice from Trico that Active Subsea has materially breached the Transaction Agreement (in the case of a payment pursuant to Section 4.3(c)). Payment of the Termination Fee shall constitute the sole and exclusive remedy of Trico in connection with a termination of this Agreement as a result of the matters set forth in Sections 4.3(a), (b) and (c) and Active Subsea shall not be responsible for any fees or expenses incurred by Trico.

     Except as provided below and with respect to any Termination Fee payable under Section 4.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses, whether or not the Offer is consummated.

     Each of Trico and Active Subsea shall fully cooperate to promptly, but in no event later than ten (10) days after the date the Press Announcement is made, make all filings as required under any applicable antitrust, competition or trade regulatory laws, including specifically any national competition authorities which may have jurisdiction over the parties or the transactions

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contemplated by this Agreement. Each of Trico and Active Subsea agree to cooperate and use their respective commercially reasonable best efforts to obtain any governmental clearances or approvals required for consummation of the Offer, including, without limitation, pursuant to any federal, state or other national competition law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade. Notwithstanding the foregoing, no party shall be obligated to dispose of any business or restrict the manner in which it conducts its business in order to obtain any approval, and no party shall, without the consent of the other party (which consent shall be at the sole discretion of the non-requesting party), agree to dispose of any business or to any restriction on the manner of which it conducts its business.

     Active Subsea shall, and shall cause its affiliates to, afford Trico and its representatives and advisers access, at all reasonable times after the announcement of the Offer until the Offer is closed (the “ Interim Period ”), to its properties, books, contracts and records as well as to its management personnel, employees, contractors, agents, advisers, bankers and consultants, and, during such period, Active Subsea shall, and shall cause its affiliates to, furnish promptly to Trico all information concerning its business, properties and personnel as Trico and its representatives and advisers may reasonably request.

     8.1 During the Interim Period, without Trico’s participation and prior written consent, Active Subsea shall, and shall cause its affiliates to, not take any measures which are reasonably likely to have a material adverse effect on the satisfaction of the conditions to the Offer or its implementation, including any of the following:

          (a) enter into, or amend, any material contracts;

          (b) incur any additional debt or other material liabilities, contingent or otherwise;

          (c) amend or otherwise make any changes to any of the Vessel Construction Agreements, including but not limited to any change orders under such agreements, or waive any of its rights thereunder, and in connection therewith Trico shall be given the opportunity to review with Vik Sandvik all proposed modifications and/or modification alternatives regarding the Vessels that are proposed to or by Active Subsea during the Interim Period, such review including, but not limited to, 3D models, stability calculations, safety margins, potential impact on vessel performance, modification cost and potential impact on vessel delivery schedules;

          (d) amend or otherwise make any changes to any of the Vessel Charter Agreements, or waive any of its rights thereunder;

          (e) declare or pay any dividends on or make any other distribution (whether in cash, stock or property) in respect of Active Subsea’s or any of its subsidiaries’ capital stock;

          (f) dispose of any material assets;

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          (g) increase or agree to increase the compensation payable or to become payable to its officers or employees;

          (h) grant or agree to grant any severance or termination pay;

          (i) issue any equity interests or securities convertible into or exchangeable for equity interests, other than not more than 10,400,000 shares of common stock to be issued upon the exercise of warrants and options outstanding on the date hereof;

          (j) list any of its equity interests on any stock exchange, including the Oslo Axess; or

          (k) operate in a manner other than in the ordinary course of its business.

     8.2 During the Interim Period, Active Subsea shall permit one or more Trico representatives to accompany management of Active Subsea in, and to be included in, the performance of their duties with respect to Active Subsea and its affiliates.

     Active Subsea represents and warrants to Trico as follows:

     9.1 Active Subsea has been duly organized and is validly existing as a public limited company under the laws of the Kingdom of Norway and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offer Documents and to enter into and perform its obligations under this Agreement.

     9.2 The only subsidiary of Active Subsea is Active Subsea AS.

     9.3 The 58,900,000 Shares (including 48,500,000 outstanding shares of common stock of Active Subsea, and 10,400,000 shares of common stock of Active Subsea issuable upon the exercise of outstanding options and warrants for the purchase of common stock of Active Subsea) are all of the outstanding equity interests of Active Subsea, including upon the conversion or exchange of all outstanding convertible or exchangeable securities of Active Subsea. The Shares have been, or when issued upon the exercise of warrants or options, will be, duly authorized, validly issued, fully paid, non-assessable and properly registered under the applicable laws of the Kingdom of Norway. None of the outstanding Shares was, or when issued upon the exercise of warrants or options, will be, issued in violation of the preemptive or other similar rights of any security holder of Active Subsea.

     9.4 This Agreement has been duly authorized, executed and delivered by Active Subsea. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, and the compliance by Active Subsea with its obligations hereunder, (A) have been duly authorized by all necessary corporate action and (B) do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Active Subsea or any of its subsidiaries, nor will such action result in (i) any violation of the provisions of the charter or by-laws of Active Subsea

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or any subsidiary or (ii) a violation or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over Active Subsea or any subsidiary or any of their assets, properties or operations.

     9.5 Neither Active Subsea nor its subsidiaries currently has any operations or employees. Neither Active Subsea nor its subsidiaries is a party to any management or similar agreements, other than those listed on Annex E. All of the material contracts to which Active Subsea or its subsidiaries are a party, or which otherwise were entered into on behalf of Active Subsea or its subsidiaries, are listed on Annex E. Each of the material contracts listed on Annex E is in full force and effect, enforceable against the parties thereto in accordance with its terms, and neither Active Subsea nor, to Active Subsea’s knowledge, any of the other parties thereto is in default or inchoate default thereunder.

     9.6 The financial statements of Active Subsea delivered to Trico, together with the related schedules and notes, present fairly in all material respects the financial position of Active Subsea and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of Active Subsea and its consolidated subsidiaries for the periods specified, and have been prepared in conformity with international financial reporting standards applied on a consistent basis throughout the periods involved, except as otherwise stated therein.

     9.7 The vessel construction agreements between J. Hagenæs Shipping AS and Tebma Shipyards Limited (the “ Vessel Construction Agreements ”) relating to the construction of eight vessels (the “ Vessels ”) for Active Subsea are not in default or inchoate default (including upon closing of the Offer). The terms of such Vessel Construction Agreements (including without limitation the pricing terms, the construction schedules set forth therein, guarantee provisions, and penalties for delay) have been fully and accurately disclosed to Trico. Active Subsea has made and is current on all payments that are or have become due under the Vessel Construction Agreements. The construction of each Vessel is on schedule, as contemplated by the Vessel Construction Agreements (or, if not, any known delays as reported from the construction shipyard have been fully disclosed), and no other material events relating to the construction of the Vessels have occurred. The Vessel Construction Agreements are listed on Annex E. Trico has been given the opportunity to review with Vik Sandvik all proposed modifications and/or modification alternatives regarding the Vessels that have been proposed to or by Active Subsea on or prior to the date hereof, such review including, but not limited to, 3D models, stability calculations, safety margins, potential impact on vessel performance, modification cost and potential impact on vessel delivery schedules.

     9.8 The charter agreements entered into by or on behalf of Active Subsea and relating to the Vessels (the “ Vessel Charter Agreements ”) are not in default or inchoate default (including upon closing of the Offer). The terms of such Vessel Charter Agreements (including without limitation the pricing terms, and the charter schedules) have been fully and accurately disclosed to Trico. No other material events relating to the chartering of any Vessel have occurred. The Vessel Charter Agreements are listed on Annex E.

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     9.9 Neither Active Subsea nor any of its subsidiaries is in breach, violation or default of (i) any provision of its charter or bylaws, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other governmental authority having jurisdiction over Active Subsea or any of its subsidiaries or any of either of their properties, as applicable, except, with respect to clause (ii) or (iii) above, for such breach, violation or default that could not reasonably be expected to have a Material Adverse Effect.

     9.10 No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Active Subsea or any of its subsidiaries or its or their property is pending or, to the best knowledge of Active Subsea, threatened.

     9.11 No consent, approval, authorization, filing with or order of any court or governmental agency or body is required for Active Subsea to enter into and consummate this Agreement, or otherwise in connection with the transactions contemplated herein.

     9.12 Active Subsea and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “ Governmental Licenses ”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business contemplated to be operated by them; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and neither Active Subsea nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses 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 Effect.

     9.13 Active Subsea has not incurred any obligations or contingent obligations to brokers or similar parties in connection with the Offer.

     9.14 There have been no changes in the business, financial condition or prospects of Active Subsea since 30 June 2007 that, individually or in the aggregate, constitute a Material Adverse Effect. The parties agree that the term “ Material Adverse Effect ” shall include, without limitation, (i) a material breach under a material contract of Active Subsea, and (ii) the per vessel cost of modifications specified in Annex F, or any other modifications achieving similar stability for the Vessels that is approved by Det Norske Veritas and mutually acceptable to Active Subsea and Trico, exceeding US$750,000.

10. MATERIAL CHANGES

     Active Subsea shall promptly notify Trico orally and in writing in the event it experiences a Material Adverse Effect, and of any material governmental or third party complaints, investigations or hearings (or communications indicating that the same may be contemplated).

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11. NO SHOP UNDERTAKING

     11.1 Restrictions. Active Subsea agrees that it will not, will cause its subsidiaries not to, and will not authorize or knowingly permit any of its representatives to, prior to the termination of this Agreement: (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Alternative Acquisition Proposal or take any action that could reasonably be expected t