SEABULK INTERNATIONAL INC
KURZ EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>KURZ EMPLOYMENT AGREEMENT
<TEXT>




                                HVIDE MARINE INC.

                         EXECUTIVE EMPLOYMENT AGREEMENT


         This Employment Agreement dated as of April 18, 2000, is by and between
Hvide Marine Incorporated (the "Company") and Gerhard Kurz (the "Executive").

         In  consideration  of the  mutual  covenants  and the  mutual  benefits
provided in this Employment Agreement,  the receipt and sufficiency of which are
hereby acknowledged, the Company and Executive agree as follows:

         1.0.     Representations and Warranties.

                  1.1.  Executive  represents  and  warrants to the Company that
Executive is not bound by any  restrictive  covenants  and has no prior or other
obligations or commitments of any kind that would in any way prevent,  restrict,
hinder or interfere with Executive's acceptance of employment or the performance
of all  duties and  services  hereunder  to the  fullest  extent of  Executive's
ability and  knowledge.  Executive  agrees to  indemnify  and hold  harmless the
Company for any  liability  the Company may incur as the result of the existence
of any such undisclosed covenants, obligations or commitments.

         2.0.     Term of Employment.

                  2.1. The Company will employ Executive  commencing on the date
of Board approval,  April 18, 2000 ("Effective  Date") through December 31, 2002
(the "Employment Period"), unless Executive's employment is terminated prior the
end of the Employment Period in accordance with the terms of this Agreement, and
Executive  accepts  employment  with the  Company  on the terms  and  conditions
contained in this Agreement.

         3.0      Duties and Functions.

                  3.1.  Executive  shall  be  employed  as the  Chief  Executive
Officer of the Company and shall  oversee,  direct and manage all  operations of
the Company.  Executive shall report directly to the Board.  Executive agrees to
undertake  the duties and  responsibilities  inherent  in the  position of Chief
Executive Officer, and as set forth in the By-laws of the Company which may also
encompass  different or additional duties as may, from time to time, be assigned
by the Board, and the duties and responsibilities undertaken by Executive may be
altered or modified from time to time by the Board. Executive agrees to abide by
the rules,  regulations,  instructions,  personnel practices and policies of the
Company and any changes which may be adopted at any time by the Company.

                  3.2. During the Employment  Period,  Executive will devote his
full time and  efforts to the  business  of the  Company  and will not engage in
consulting work or any trade or business for his own account or for or on behalf
of any other person, firm or corporation that competes,  conflicts or interferes
with  the  performance  of his  duties  in any  way.  Executive  may  engage  in
non-competitive charitable activities and serve on professional and civic boards
for  reasonable  periods of time each month so long as such  activities,  in the
sole discretion of the Board, do not interfere with Executive's responsibilities
under this Agreement.

         4.0      Compensation.

                  4.1. Base Salary.  As compensation for his services under this
Agreement, during Executive's employment as Chief Executive Officer, the Company
agrees to pay  Executive  a base  salary at the rate of Three  Hundred and Fifty
Thousand  Dollars  (US$350,000.00)  per annum,  payable in  accordance  with the
Company's  normal  payroll  schedule,  or on such other periodic basis as may be
mutually agreed upon. Such salary shall be subject to annual review by the Board
for possible upward adjustment based on Company policy and contributions made by
Executive to the  enterprise.  The Company may withhold from any amounts payable
under this Agreement such federal,  state or local taxes as shall be required to
be withheld pursuant to any applicable law or regulation.

                  4.2.  Bonus.  Executive shall be eligible to receive an annual
cash  bonus  award  with  a  target  bonus  of one  hundred  percent  (100%)  of
Executive's then current base salary.  The minimum guaranteed bonus for calendar
year 2000 is One Hundred and Seventy Five  Thousand  Dollars  (US$175,000).  The
amount of the annual bonus, over the minimum  guaranteed bonus for calendar year
2000,  and for 2001 and 2002 will be based  upon the  Company's  achievement  of
performance  targets  to  be  agreed  upon  annually  between  the  Company  and
Executive.  For calendar year 2000, the performance targets will be agreed prior
to the Company's year 2000 annual shareholders  meeting.  Annual bonuses will be
paid to Executive upon completion of the Company's annual audit.

                   4.3.   Stock   Options.   Executive   shall  be  entitled  to
participate  in the Company's  stock option plan, as may be amended from time to
time. All stock options  granted to Executive shall be governed by the terms and
conditions of the Company's stock option plan.

                  (a) Initial Stock Options.  Executive will be granted  options
to purchase  75,000 shares of the Company's  common stock on the Effective Date.
The initial  options will have an exercise  price equal to the fair market value
of the common stock on the Effective Date and will vest on the Effective Date.

                  (b) Additional  Stock Options.  Subject to the approval of the
Company's  shareholders,  Executive  will be  granted  options  to  purchase  an
additional  225,000 shares of the Company's  common stock, of which 112,500 will
vest on January 1, 2001,  and the  remaining  112,500  will vest on December 31,
2002,  provided  that in each case  Executive  is employed by the Company on the
vesting  date.  The options will be granted on, and will have an exercise  price
equal to the fair market value of the common  stock on, the date of  shareholder
approval.

                  4.4.  Business  Expenses.  In  addition  to  the  compensation
provided for above,  the Company agrees to pay or to reimburse  Executive during
his employment for all reasonable,  ordinary and necessary,  properly vouchered,
client-related business or entertainment expenses incurred in the performance of
his services  under this  Agreement in accordance  with Company policy in effect
from time to time. Executive shall submit vouchers and receipts for all expenses
for which reimbursement is sought.

                  4.5.  Relocation  Expenses.  In addition  to the  compensation
provided for above,  the Company  agrees to pay or reimburse  Executive  for his
reasonable  temporary living expenses for six (6) months in the Fort Lauderdale,
Florida area pending Executive's permanent relocation. If Executive's relocation
is not  completed  within six (6) months  from the date of this  Agreement,  the
Board will  consider,  at its sole  discretion,  an extension  of the  temporary
living  expenses  for an  additional  period  of time.  The  Company  will  also
reimburse  Executive  for his actual  moving  expenses  to the Fort  Lauderdale,
Florida area in accordance with standard Company policy.

                  4.6. Fringe Benefits. In addition to the compensation provided
for above,  Executive shall be entitled to the benefits  available  generally to
Company  employees   pursuant  to  Company  programs,   including,   by  way  of
illustration, personal leave, paid holidays, sick leave, retirement, disability,
dental,  vision,  group sickness,  accident or health insurance  programs of the
Company which may now or, if not terminated, shall hereafter be in effect, or in
any other or additional  such programs  which may be established by the Company,
as and to the  extent  any  such  programs  are or may  from  time to time be in
effect, as determined by the Company in its sole discretion.


         5.0.     Confidential Information.

                  5.1. Executive  acknowledges and agrees that due to the nature
of his employment with the Company, and the position of trust that he will hold,
he will have special access to, learn, be provided with, and in some cases, will
prepare  and  create  for  the  Company,  trade  secrets,   know-how  and  other
confidential and proprietary information relating to the business and operations
of the Company and the Company's customers and contractors,  including,  but not
limited to, (a)  information  relating to the Company's  technology and research
and development activities; (b) the identity of the suppliers and contractors of
the  Company  and  the  terms  of the  relationships  with  such  suppliers  and
contractors,  including  price  information;  (c) the identity of customers  and
customer  contacts  and  terms  of the  relationships  with  the  customers  and
potential  customers of the Company;  (d) the  procedures,  methods,  standards,
specifications,  concepts, policies, tools, and techniques of or relating to the
operation of the Company; (e) manuals,  including without  limitations,  design,
training,   strategy,   and  policy  and   procedures   manuals;   (f)  business
opportunities,  business plans,  marketing  information and business strategies;
and (g) earnings and other financial data of the Company (collectively  referred
to as "Confidential Information").

                  5.2. Executive  acknowledges and agrees that such Confidential
Information is the exclusive property of the Company,  that it has been and will
continue to be of central  importance  to the business of the Company,  and that
the  disclosure of it to, or use by,  others will cause the Company  substantial
and  irreparable  harm.  Accordingly,  Executive  shall not,  either  during his
employment  or at any time  after the  termination  of his  employment  with the
Company  for any  reason,  use,  reproduce  or  disclose  any such  Confidential
Information, except as may be necessary in discharging his assigned duties as an
employee of the Company.  In  addition,  Executive  agrees to hold  Confidential
Information in strict confidence and to use all reasonable precautions to assure
that it is not  disclosed  to  unauthorized  persons or used in an  unauthorized
manner, both during and after Executive's employment with the Company.

         6.0.     Restrictions on Unfair Competition.

                  6.1. In addition to other business activities,  the Company is
engaged in the  business  of marine  transportation,  of oil and  chemicals  and
harbor  towing in the United  States,  and  vessel  support  operations  for the
off-shore  energy business in the United States and throughout the world.  Among
other  duties,   Executive   shall  be  responsible   for  developing   business
opportunities and developing, maintaining, and enhancing the Company's good-will
and business  relationships with customers,  all for the benefit of the Company;
and Executive  acknowledges  that due to the nature of his  employment,  he will
have special access to, contact with confidential,  proprietary and trade secret
information  relating  to the  Company's  business  operations  and  that of the
Company's customers and prospective customers.  Executive also acknowledges that
the Company has incurred  considerable expense and will invest considerable time
and resources in developing and  maintaining its  confidential,  proprietary and
trade secret  information and its  relationships  with customers,  and that such
information  and  relationships  are  critical to the  success of the  Company's
business. In addition,  any attempt on the part of Executive to induce others to
leave the Company's  employ,  or any efforts by Executive to interfere  with the
Company's relationships with other employees, also would be harmful and damaging
to the Company's business.

                  6.2.  Accordingly,  Executive  agrees that, while he is in the
employ of the Company,  and for a two (2) year period after the  termination  of
his  employment  for any  reason,  he shall not,  either on his own behalf or on
behalf  of any  third  party,  except on  behalf  of the  Company,  directly  or
indirectly:

                           (a)  engage  as an  individual  proprietor,  partner,
                  stockholder,  officer,  employee,  director,  joint  venturer,
                  investor,  lender, or in any other capacity  whatsoever (other
                  than as the  holder of not more than one  percent  (1%) of the
                  total  outstanding  stock of a publicly held company),  in any
                  business that is competitive  with the business of the Company
                  in any  geographic  market  that  the  Company  is  conducting
                  business or is attempting to conduct business; or

                           (b) solicit,  encourage or induce any employee of the
                  Company to terminate his/her  employment with the Company,  or
                  otherwise    interfere   with   or   disrupt   the   Company's
                  relationships with its employees; or

                           (c)  solicit,  encourage,  or induce any  customer or
                  contractor  of the  Company,  or any  prospective  customer or
                  contractor being actively pursued by the Company,  to purchase
                  from, or otherwise contract with, another person or entity for
                  the types of  products  or  services  that are  offered by the
                  Company, or otherwise solicit,  encourage,  or induce any such
                  customer or  contractor  to terminate or adversely  modify any
                  business relationship with the Company or not to proceed with,
                  or enter into, any business relationship with the Company.

                  6.3. The parties agree that the relevant public policy aspects
of covenants not to compete have been discussed,  and that every effort has been
made to  limit  the  restrictions  placed  upon  Executive  to  those  that  are
reasonable and necessary to protect the Company's legitimate interests.

                  6.4. If any  restriction set forth in this Section is found by
any court of competent  jurisdiction to be unenforceable  because it extends for
too long a period of time or over too great a range of  activities or geographic
area, it shall be interpreted  to extend over the maximum period of time,  range
of activities or geographic areas as to which it may be enforceable.

                  6.5. The restrictions  contained in this Section are necessary
for  the  protection  of  the  confidential,  proprietary  and/or  trade  secret
information  and goodwill of the Company and are  considered  by Executive to be
reasonable for such purposes.  Executive agrees that any material breach of this
Section will cause the Company substantial and irrevocable damage and therefore,
in the event of any such breach, in addition to such other remedies which may be
available,  the Company  shall have the right to seek specific  performance  and
injunctive relief.

7.0.     Company Property.

                  7.1.  All  correspondence,   records,   documents,   software,
         promotional  materials,  and  other  Company  property,  including  all
         copies,  which come into  Executive's  possession by, through or in the
         course of his employment,  regardless of the source and whether created
         by Executive,  are the sole and exclusive property of the Company,  and
         immediately upon the termination of Executive's  employment,  Executive
         shall return to the Company all such property of the Company. Executive
         acknowledges  and  agrees  that  the  Company  may  withhold  any  sums
         otherwise  due  to  Executive  upon  termination  until  Executive  has
         satisfied all of his obligations under this Section.

         8.0.     Termination of Employment.

                  8.1. If the Company  terminates  the  employment  relationship
"for cause," or if Executive  resigns  without "good  reason," the Company shall
pay Executive's salary through the date of termination,  and Executive shall not
be entitled  to any  further  compensation,  remuneration  or benefits  from the
Company  whatsoever.  The  Company  may  immediately  terminate  the  employment
relationship  "for cause" without providing any advance written notice or pay in
lieu of notice.

                  8.2. If Executive  resigns for "good reason," the Company will
provide  severance in the amount  calculated in accordance  with Section 9.2. of
this Agreement.

                  8.3. As used in this Agreement,  "cause" for termination means
the occurrence of any one or more of the following:  (a) conviction of a felony,
plea of guilty or nolo contendre to any felony charge;  (b) evidence of criminal
acts   involving   moral   turpitude;    (c)   embezzlement,    fraud,    theft,
misappropriation,  falsification of records, dishonesty; (d) breach of fiduciary
duty, insubordination, incompetence; (e) violation of any material Company rule,
regulation or policy; (f) acts materially adverse to the Company; (g) failure to
satisfactorily perform assigned duties; (h) repeatedly being under the influence
of  alcohol  or drugs  (other  than  prescription  medications  or  other  legal
medically-related  substances to the extent they are taken in accordance  with a
physician's  directions);  (i) engaging in grossly  inappropriate conduct during
the  performance of his duties under this Agreement such as engaging in behavior
that could  constitute  grounds  for Company  liability  for  discrimination  or
harassment (as proscribed by the U.S. Equal  Employment  Opportunity  Commission
Guidelines or any other  applicable  federal state or local  employment law); or
(j) violation any of the covenants set forth in this Agreement.  Notwithstanding
the foregoing,  if the Company intends to terminate  Executive's  employment for
violation of a material  Company rule,  regulation or policy,  or for failure to
satisfactorily  perform his assigned duties,  the Company will provide Executive
with written  notice setting forth the exact nature of the  violation(s)  and/or
deficiencies  and  the  conduct   required  to  cure  the  violation(s)   and/or
deficiencies  to the extent  they are of they type that are  curable.  Executive
will have thirty (30) days from the date of such notice within which to cure any
such violation(s) and/or deficiencies.

                  8.4. As used in this Agreement, "good reason" for Executive to
resign means, without Executive's express written consent, the occurrence of any
one or more of the  following:  (a) a material  reduction or  alteration  in the
nature, scope or status of Executive's authorities,  duties or responsibilities;
(b) a material reduction by the Company of Executive's compensation; and (c) the
Company's  failure to pay any part of Executive's  compensation  within four (4)
weeks  after such  compensation  was due.  At least sixty (60) days prior to the
effective  date of his  resignation,  Executive  shall  provide the Company with
written  notice  stating  the  reasons  for  his  resignation,  and  Executive's
resignation  shall be deemed  for "good  reason"  only if the  Company  fails to
satisfactorily  address and rectify the matter(s)  within thirty (30) days after
receiving such written notice from Executive.

                  8.5.  In the  event  Executive  becomes  permanently  disabled
during  employment  with the  Company,  the  Company may  terminate  Executive's
employment  by giving  thirty  (30) days  notice to  Executive  of its intent to
terminate,  and unless Executive resumes  performance of the duties set forth in
Section  3  within  five  (5)  days of the  date  of the  notice  and  continues
performance for the remainder of the notice period, Executive's employment shall
terminate  at the  end  of the  thirty  (30)  day  period.  In  the  event  that
Executive's  employment  is  terminated  as provided for in this  Section  8.5.,
Executive  will be entitled  to receive  compensation  totaling  one (1) year of
Executive's then current base pay;  provided,  however,  that such  compensation
shall be  reduced by the  amount of any short or long term  disability  payments
received by  Executive  pursuant to any Company  disability  plan.  "Permanently
disabled"  for the  purposes  of this  Agreement  means  the  inability,  due to
physical or mental ill  health,  to perform  Executive's  duties for ninety (90)
days  during any one  employment  year  irrespective  of  whether  such days are
consecutive.

                  8.6.  Executive's  employment will terminate  immediately upon
Executive's  death and the  Company  shall  not have any  further  liability  or
obligation to the Executive,  his executors,  heirs, assigns or any other person
claiming  under or through his  estate,  except that  Executive's  estate  shall
receive any accrued but unpaid salary or bonuses.

         9.0.     Severance.

                  9.1.  Executive  will be  entitled to the  severance  payments
described in this Section upon the  termination  of his  employment  pursuant to
this  Agreement:  (a) by the  Company  under  circumstances  that  constitute  a
termination  "without  cause"  or  (b) by  Executive  under  circumstances  that
constitute  termination  for "good reason," both as defined in Section 8 of this
Agreement. However, any such severance payments will cease and Executive will be
obligated to return the value of any severance payments  previously  received if
Executive  breaches  any duty or  obligation  under  Sections 5, 6, 7 or 12 this
Agreement.

                  9.2  In  general,  if  Executive's  employment  is  terminated
"without cause" or for "good reason,"  Executive will receive an amount equal to
the sum of (i) the  remainder  of  Executive's  base salary for the term of this
Agreement and (ii) the maximum bonus to which he would have been entitled,  such
amount  to be paid in  equal  monthly  amounts  over the  remaining  term of the
Agreement  or,  at the  election  of  Company,  in a lump  sum.  In the event of
Executive's death, any remaining payments shall be paid to Executive's estate in
a single lump sum amount.

                  9.3.  If   Executive's   employment   is   terminated  in  the
circumstances   described  in  Section  9.2.  of  this  Agreement  and  if  such
termination  occurs  following a "Change In Control" as defined in Section 10 of
this  Agreement,  Executive  will receive,  instead of the amounts  specified in
Section 9.2. of this Agreement,  an amount equal to 2.00 times  Executive's base
salary then in effect plus 2.00 times  Executive's  maximum bonus if the closing
occurs prior to December 31, 2001, to be paid in twenty-four  (24) equal monthly
installments  or, at the election of the Company,  in a lump sum. If the closing
occurs after December 31, 2001,  Executive will receive,  instead of the amounts
specified  in Section  9.2. of this  Agreement.,  an amount  equal to 1.00 times
Executive's base salary then in effect plus 1.00 times Executive's maximum bonus
to be paid in twelve  (12)  equal  monthly  installments  or,  at the  Company's
election,  in a lump  sum.  In the event of  Executive's  death,  any  remaining
payments  shall be paid to  Executive's  estate or personal  administrator  in a
single lump sum amount.

         10.0.    "Change In Control."

                  10.1.  For purposes of this  Agreement,  a "Change In Control"
shall occur in any of the following circumstances:

                  (a) Fifty-one percent (51%) or more of the outstanding  voting
stock  of  the  Company  as of  the  date  of  this  Agreement  is  acquired  or
beneficially  acquired (as defined in Rule 13d-3 under the  Securities  Exchange
Act of 1934, as amended,  or any successor rule thereto) by any person or entity
other than any  current  Company  shareholder  or any person  who  obtains  such
Company  shares  through  the estate or  personal  administrator  of any current
Company shareholder, in a transaction other than a public offering of the voting
stock of the  Company  or a new equity  offering  in  exchange  for stock of the
Company;

                  (b) The Company is merged or consolidated with or into another
corporation  and the  current  Company  shareholders  or any person who  obtains
Company  shares  through  the estate or  personal  administrator  of any current
Company shareholder,  in the aggregate hold less than fifty percent (50%) of the
voting stock of the surviving entity or its parent corporation immediately after
the merger or consolidation; or

                  (c) All or substantially  all of the assets of the Company are
sold or  otherwise  transferred  to any person or entity  other than any current
Company  shareholder or any person who obtains Company shares through the estate
or personal administrator of any current Company shareholder (in one transaction
or a series of  transactions).  Notwithstanding  the  foregoing,  a  "Change  In
Control"  shall  not  be  deemed  to  have  occurred  if  the  Company  declares
bankruptcy,  is  placed  in  receivership,  or if any  local,  state or  federal
regulator assumes control of the Company.

         11.0.    Survival of Executive's Obligations.

                  11.1.  Executive's  obligations under Sections 5, 6, 7, 12, 14
and  19 of  this  Agreement  shall  continue  and  survive  the  termination  of
Executive's  employment or the  termination or non-renewal of this Agreement for
any reason.  Executive's  obligations  under  Sections 5, 6, 7, 12, 14 and 19 of
this  Agreement  also shall  survive any breach of this  Agreement  or any other
obligation by the Company,  and the Company's  breach shall not in any way alter
or relieve Executive's obligations.

12.0.    Publicity.

                  12.1. Neither party shall issue,  without consent of the other
party,  any press release or make any public  announcement  with respect to this
Agreement or the  employment  relationship  between them.  Following the date of
this  Agreement  and  regardless  of any  dispute  that may arise in the future,
Executive  and the  Company  jointly  and  mutually  agree  that  they  will not
disparage,  criticize or make  statements  which are  negative,  detrimental  or
injurious to the other to any individual,  company or client,  including  within
the Company.

         13.0.    Arbitration.

                  13.1.  In  order  to   efficiently   and  justly  resolve  any
employment  related disputes that may arise between them, the parties agree that
any controversy,  claim or dispute arising out of or relating to this Agreement,
or the breach  thereof,  including  any  statutory  or common  law claims  under
federal,  state,  or local law,  shall be resolved by  arbitration in accordance
with the  "Agreement to Arbitrate All  Employment  Disputes" that is attached to
this  Agreement  as Appendix 1, and which is  incorporated  by reference in this
Agreement.  The parties further acknowledge and agree that, due to the nature of
the confidential information, trade secrets, intellectual property, and customer
relationships  belonging to the Company to which  Executive has or will be given
access,  and the likelihood of significant harm that the Company would suffer in
the event that such information was disclosed to third parties,  nothing in this
Section shall preclude the Company from going to court to seek injunctive relief
to prevent  Executive from violating the  obligations  established in Sections 5
and 6 of this Agreement.

         14.0.    Indemnification.

                  14.1. The Company shall indemnify and hold Executive  harmless
for any  liability  incurred  by  reason  of any act or  omission  performed  by
Executive  while  acting in good faith on behalf of the  Company  and within the
scope of the  authority of Executive  pursuant to this  Agreement  and under the
rules and policies of the Company, except that Executive must have in good faith
believed  that such  action was in the best  interest  of the  Company  and such
course of action or inaction must not have constituted gross negligence,  fraud,
willful misconduct, or breach of a fiduciary duty.

         15.0.    Binding Agreement.

                  15.1.  This  Agreement  shall be binding upon and inure to the
benefit of the parties hereto, their heirs, personal representatives, successors
and assigns. In the event the Company is acquired, is a non surviving party in a
merger, or transfers  substantially all of its assets,  this Agreement shall not
be  terminated  and the  transferee  or surviving  company shall be bound by the
provisions of this  Agreement.  The parties  understand  that the obligations of
Executive are personal and may not be assigned by him.

         16.0.    Entire Agreement.

                  16.1.  This  Agreement  contains the entire  understanding  of
Executive and the Company with respect to employment of Executive and supersedes
any and all prior  understandings,  written or oral.  This  Agreement may not be
amended,  waived,  discharged or terminated orally, but only by an instrument in
writing,  specifically identified as an amendment to this Agreement,  and signed
by all  parties.  By  entering  into this  Agreement,  Executive  certifies  and
acknowledges  that he has carefully read all of the provisions of this Agreement
and that he voluntarily and knowingly enters into it.

         17.0.    Severability.

                  17.1. Any provision of this  Agreement  which is prohibited or
unenforceable  in any  jurisdiction  shall, as to such  jurisdiction,  be deemed
severable  from the remainder of this  Agreement,  and the remaining  provisions
contained  in this  Agreement  shall be  construed  to  preserve  to the maximum
permissible  extent  the  intent  and  purposes  of  this  Agreement.  Any  such
prohibition  or  unenforceability  in any  jurisdiction  shall not invalidate or
render unenforceable such provision in any other jurisdiction.

         18.0.    Governing Law and Submission to Jurisdiction.

                  18.1.  This Agreement  shall be governed by, and construed and
enforced in accordance  with, the laws of the State of Delaware,  without giving
effect to the  principles  of  conflicts  of law  thereof.  Executive  expressly
consents  to the  jurisdiction  of the  Florida  State and  federal  courts  and
acknowledges  that venue is proper in any judicial  district within the State of
Florida.  For the purposes of expediting the resolution of any claim or dispute,
the parties waive a trial by jury.

         19.0.    Notices.

                  19.1.  Any  notice  provided  for in this  Agreement  shall be
provided in writing.  Notices  shall be effective  from the date of service,  if
served  personally  on the party to whom notice is to be given,  or on the third
(3rd)  business  day  after  mailing,  if mailed by first  class  mail,  postage
prepaid.  Notices shall be properly addressed to the parties at their respective
addresses or to such other  address as either party may later  specify by notice
to the other.

         20.0.    Miscellaneous.

                  20.1.  No delay or omission by the Company in  exercising  any
right under this Agreement shall operate as a waiver of that or any other right.
A waiver or consent given by the Company on any one occasion  shall be effective
only in that instance and shall not be construed as a bar or waiver of any right
on any other occasion.

                  20.2.  The captions of the sections of this  Agreement are for
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.

                  20.3.  The Company and Executive  participated  jointly in the
negotiation and preparation of this Agreement,  and each has had the opportunity
to obtain the advice of legal  counsel of its/his  own  choosing  and to review,
comment upon, and redraft this Agreement. Accordingly, it is agreed that no rule
of construction  shall apply against either the Company or Executive or in favor
of either of them.  This  Agreement  shall be  construed  as if the  Company and
Executive  jointly  prepared this  Agreement,  and any  uncertainty or ambiguity
shall not be  interpreted  against  any  either of them or in favor of either of
them.

         IN  WITNESS  WHEREOF,  each  of the  parties  hereto  has  caused  this
Agreement  to be duly  executed and  delivered,  by its  authorized  officers or
individually, as of the 18th day of April, 2000.

                                  Hvide Marine Incorporated



                                  By:      James J. Gaffney
                                           Chairman of the Board



                                  Gerhard Kurz





<PAGE>



                                                                    APPENDIX 1


                               HVIDE MARINE, INC.

                   AGREEMENT TO ARBITRATE EMPLOYMENT DISPUTES


         This Agreement To Arbitrate  Employment Disputes (the "Agreement") is a
mutual  voluntary  agreement to resolve all  employment  disputes by arbitration
between me and Hvide  Marine,  Inc.  (the  "Company").  I am entering  into this
Agreement in order to efficiently  and justly settle any disputes that may arise
or exist between myself and the Company.

         In  consideration  of my beginning or  continuing  employment  with the
Company,  and the wages and benefits paid or to be paid to me by the Company,  I
agree  that all  matters  directly  or  indirectly  related  to my  recruitment,
employment  or  termination  of  employment  by the Company shall be resolved by
impartial  binding  arbitration.  By  starting  or  continuing  to work  for the
Company,  I agree that any  controversy or claim  involving a legally  protected
right which arises out of my employment  with the Company or the  termination of
my employment with the Company will be settled by binding arbitration,  and that
this is the exclusive,  final,  and binding forum for resolution of such claims.
This includes, but is not limited to, claims under Title VII of the Civil Rights
Act of 1964, the Age  Discrimination in Employment Act, the Fair Labor Standards
Act, the Americans With  Disabilities Act, the Family and Medical Leave Act, any
wage  payment or  collection  law, or any other  federal,  state,  or local law,
regulation,  or ordinance  regarding  employment.  It also includes,  but is not
limited to, all claims for breach of contract or wrongful  discharge,  breach of
express  or  implied  promises  or  covenants  of good  faith and fair  dealing,
intentional or negligent  infliction of emotional distress,  defamation,  or any
loss, expense, or claim whatever resulting from or related to my employment with
the Company.

         I understand  and  acknowledge  that this  Agreement to arbitrate  such
claims  means that I cannot  pursue an action  against the Company in a court of
law regarding  any  employment  dispute,  except for claims  involving  workers'
compensation benefits or unemployment benefits. I also agree that the obligation
to arbitrate any dispute is fully enforceable under the Federal Arbitration Act,
and that judgment upon the arbitration  award rendered by the  arbitrator(s) may
be  entered  in any  court  having  jurisdiction  over  such  claims.  I further
understand  that this Agreement does not alter any of the  substantive  rights I
may have under  law,  including  any  statutory  right to file a charge  with an
administrative agency for investigative purposes or other action by that agency.
This Agreement simply transfers final resolution of my right to seek relief from
either a judge or a jury to a speedy  and  impartial  arbitrator  for the mutual
benefit of both parties. Notwithstanding the foregoing, this Agreement shall not
preclude the Company from seeking and being awarded injunctive relief by a court
in order to  protect  the  Company's  rights  under  Sections 5 through 8 of the
Employment  Agreement  between  me and the  Company  which is  attached  to this
Agreement and incorporated by reference herein.

         I  understand  and agree that all  arbitration  requests  must be filed
within six (6) months from the  event(s)  giving rise to the claim or dispute or
within the time allowed by statute for filing an initial claim,  where statutory
rights are involved. Claims which are not timely filed will be deemed waived.

         The  arbitration  will be  conducted  in  accordance  with the American
Arbitration   Association  National  Rules  for  the  Resolution  of  Employment
Disputes,  effective June 1, 1997, and any amendments or revisions thereto ("AAA
Rules").  A copy of the AAA  Rules  may be  obtained  from the  Human  Resources
Department.  The dispute shall be heard and  determined by one  arbitrator.  The
arbitrator  may grant any remedy or relief that would have been available to the
parties had the matter been heard in court.  Unless  otherwise  mutually  agreed
upon,  the  arbitration  shall be heard  within 25 miles of my  current  or most
recent place of employment with the Company.

         If I wish to pursue a claim  under the  arbitration  procedure,  I must
first file a demand for arbitration with the American Arbitration Association in
accordance with AAA Rules,  including with the demand the applicable filing fee.
In addition, I must submit a copy of the demand to the President of the Company.
the Company will pay any other filing or other  administrative  fees required by
AAA for the cost of  providing  administrative  services.  All  expenses  of the
arbitration,  including  required  travel and other expenses of the  arbitrator,
shall be borne equally by the parties, as provided by the AAA Rules.

         I recognize  that nothing in this  Agreement  constitutes an express or
implied  contract  of  employment  for any  definite  period  of time or for the
warranty of any  benefits,  and that this  Agreement  does not alter the at-will
relationship  of my  employment.  This  Agreement  supersedes  any prior oral or
written agreements or understandings,  and cannot be modified except in writing,
signed by me and the President of the Company.  This Agreement  shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and assigns. The language of all parts of this Agreement shall in all
cases be construed as a whole,  according to its fair meaning,  and not strictly
for or against  any of the  parties.  This  Agreement  having  been  negotiated,
prepared and executed in accordance with the laws of the State of Florida,  this
Agreement,  including its interpretation,  application and enforcement,  and all
causes and controversies  arising  hereunder,  shall be determined in accordance
with, and shall be governed,  by the laws of the State of Florida without giving
effect  to the  conflicts  of laws  principles  thereof.  If any  terms  of this
Agreement are found by a court of competent  jurisdiction  to be null,  void, or
inoperative for any reason,  the remaining  provisions will remain in full force
and effect.

YOU MAY WISH TO CONSULT AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT. IF SO, TAKE
A COPY OF THIS FORM WITH YOU. HOWEVER,  YOU CANNOT BEGIN OR CONTINUE  EMPLOYMENT
UNTIL THIS FORM IS SIGNED AND RETURNED BY YOU.



Gerhard Kurz                                                           Date


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