ITEM 6:                DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

(A)           Directors and Senior Management

Our business and general affairs are managed by the management boards of Aurelia Energy N.V. and Bluewater Holding B.V. and the executive officers of Bluewater Energy Services B.V.

Aurelia Energy N.V.

Aurelia Energy N.V. is a holding company that invests in companies that are specialized service providers to and operators in the offshore oil industry. These investment activities are managed by Aurelia Energy N.V.’s management board, which is authorized to represent the company. Aurelia Energy N.V.’s management board currently consists of two managing directors, Fortis Intertrust (Curaçao) N.V. (formerly Intertrust (Curacao) N.V.), which was elected to the management board on December 6, 1993 by a vote of the sole shareholder of Aurelia Energy N.V. for an indefinite term, and Mr. John Collison, who was elected to the management board on December 29, 2000 by a vote of the sole shareholder of Aurelia Energy N.V. for an indefinite term.

United International Trust N.V.

United International Trust N.V. is a limited liability company established under the laws of the Netherlands Antilles that provides director nominee services on a fee basis for Netherlands Antilles companies. United International Trust N.V. and its predecessors have served as a managing director of Aurelia Energy N.V. since the company was established in the Netherlands Antilles in 1993. United International Trust N.V. currently also serves as a managing director of a number of Aurelia Energy N.V.’s subsidiaries and affiliates, and it provides similar services on a fee basis for a number of other companies. Mr. G. E. Elias, Managing Director, and Ms. V.M.G. Haseth-Portillo as Attorney-in-Fact A are authorized to represent United International Trust N.V. in its capacity as the sole managing director of Aurelia Energy N.V.. United International Trust N.V. was elected to the management board of Aurelia Energy N.V. on January 1, 2007 at the direction of Mr. Hugo Heerema who, at the time of the election, was the beneficial owner of 100.0% of Aurelia Energy N.V.’s outstanding share capital. See “Item 7: Major Shareholder and Related Party Transactions—(A) Major Shareholder”.

John Collison

Mr. Collison, 67, has served as a managing director of Aurelia Energy N.V. since December 29, 2000. Mr. Collison is a qualified accountant and also serves as a director on the board of directors of a number of Aurelia Energy N.V.’s subsidiaries. Mr. Collison has served as a financial director of a number of multi-national organizations operating in the Middle East, including the A.W. Aujan Group, the Abdulla Fouad Group and the Algosaibi Group. Mr. Collison has over 35 years of experience in the oil, gas and petrochemicals industry, serving in positions of financial management, control and direction.

Bluewater Holding B.V.

Aurelia Energy N.V.’s operating activities are conducted exclusively through its operating subsidiaries in accordance with policies that are established by the management board of Bluewater Holding B.V. The general meeting of the shareholders of Bluewater Holding B.V. determines the size of the management board, appoints and dismisses the members of the management board and determines their compensation and benefits. Bluewater Holding B.V.’s management board currently consists of one managing director, Mr. Hugo Heerema, who is authorized to represent the company. Mr. Heerema was elected to the management board on March 10, 2000 by a vote of the sole shareholder of Bluewater Holding B.V. for an indefinite term.

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Hugo Heerema

Mr.                 Heerema, 54, is the sole managing director of Bluewater Holding B.V. and the founder of Aurelia Energy N.V. Mr. Heerema founded Aurelia Energy N.V. in September 1993 in connection with his acquisition of the “Bluewater” group of companies. Prior to this acquisition, Mr. Heerema was employed by the Heerema Group, where he served as a commercial director. Mr. Heerema holds an MBA from the University of Delft and has over 25 years of experience in the offshore industry. Mr. Heerema has acted as the managing director of Aurelia Energy N.V.’s various Dutch subsidiaries since 1993. He has also held several advisory positions and non-executive directorships in affiliated companies. At the time of his appointment to the management board of Bluewater Holding B.V., Mr. Heerema was the beneficial owner of 100.0% of Aurelia Energy N.V.’s outstanding share capital. While he has since transferred this shareholding to the Jacaranda Trust, the trustees of the Jacaranda Trust are prohibited from exercising their power in a manner that would result in Mr. Heerema being dismissed or replaced as Bluewater Holding B.V.’s sole managing director without his prior written consent. See “Item 7: Major Shareholder and Related Party Transactions—(A) Major Shareholder”.

Bluewater Energy Services B.V.

The executive officers of Bluewater Energy Services B.V. are responsible for implementing the policies established by the management board of Bluewater Holding B.V. Under general powers of attorney, each executive officer having the title “Vice President” may individually bind Bluewater Energy Services B.V. for legal acts up to an amount of € 100,000. Two executive officers acting together may bind Bluewater Energy Services B.V. for legal acts up to an amount of € 500,000. The executive officers serve in their positions pursuant to employment agreements entered into with Bluewater Energy Services B.V. and may be appointed and dismissed in accordance with applicable employment law.

The following table presents certain information concerning the current executives of Bluewater Energy Services B.V.

Michel Bonte

Mr. Bonte, 57, serves as Vice President of Business Development. Mr. Bonte held management positions with the Heerema Group, Seaway Heavy Lifting and the Glenmore Group prior to joining our company in 1996. He holds a civil engineering degree from Weg en Waterbouw in Rotterdam and an MBA from the Instituut voor Bedrijfsopleidingen in Zeist. He has over 30 years of experience in the offshore sector.

Jaap de Baan

Mr. de Baan, 59, serves as Vice President of Technology and Development. Mr. de Baan joined our company in 1978 and has over 30 years of experience in managing and supervising of design and engineering of FPSOs and SPM systems. He holds a mechanical engineering degree from Rotterdam Technical College.

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Jesse van de Korput

Mr. van de Korput, 49, serves as Vice President of Floating Productions. He held management positions with Elf Petroland and Fluor Daniel prior to joining our company. Mr. van de Korput holds an engineering degree and a master’s degree in management from the Vrije Universiteit of Brussels and Boston. He has 15 years of experience in the offshore industry.

Kees Voormolen

Mr. Voormolen, 44, serves as Vice President of Finance and Administration. He held positions with Royal Boskalis Westminster, Western Atlas Inc. and KLM Royal Dutch Airlines prior to joining our company in 1999. Mr. Voormolen holds a masters degree in business economics from the Erasmus University of Rotterdam and has ten years of experience in the offshore industry. Mr. Voormolen also has approximately 20 years of experience with structured financing, project financing and mergers and acquisitions.

Maarten van Aller

Mr. van Aller, 38, serves as Vice President of Projects. He held project management positions within the IHC Caland Group and sales positions within a shipping service company prior to joining our company in 2001 as a Business Development Manager. Mr. van Aller holds a masters degree in civil engineering from the Delft University of Technology. Mr. van Aller has 13 years of experience in the offshore sector.

René Raaijmakers

Mr. Raaijmakers, 38, serves as Vice President of Proposals. He joined Bluewater early 1996 and held various positions within the Technology & Development and Business Development divisions and the last 2 years as the Business Development Manager for Bluewater Offshore Production Systems (USA), Inc. in Houston. Mr. Raaijmakers holds a masters degree in civil engineering from the Delft University of Technology and has more than 11 years of experience in the offshore sector.

(B)          Compensation

The aggregate compensation of our various managing directors and executive officers as a group was U.S.$1.8 million in 2006. In 2006, we set aside or accrued U.S.$0.3 million to provide pension, retirement or similar benefits.

(C)         Board Practices

None of our managing directors or directors is a party to a contract providing for benefits upon termination of employment. We have not established an audit or remuneration committee.

(D)         Employees

We maintain a core staff of employees that may be allocated between our FPSO and SPM businesses depending on market conditions and business needs. In addition to the permanent members of our staff that have technical qualifications, we employ highly skilled auxiliary workers on a contractual basis according to our specific needs and outsource the more generic, labor intensive tasks relating to the development of FPSOs and SPM systems to subcontractors. We believe that this approach to staffing provides us with substantial flexibility that enables us to maintain our core engineering capabilities while allowing us to scale our operations and manage our cost base in response to changes in market conditions and business needs.

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The following table presents the average number of workers that we employed on a permanent and on an auxiliary basis during the periods indicated.

We have never experienced a material work stoppage by members of our staff and consider our relations with our employees to be good, although in certain instances we have been negatively affected by labor disputes at the facilities of certain subcontractors to whom we have contracted work. A small number of our employees are members of unions; however, we are not subject to any collective bargaining agreements. We do not currently have a works council in the Netherlands or elsewhere. However, we would form such a council if requested.

(E)          Share Ownership

Mr. Heerema (with certain members of his immediate family) is a beneficiary of the Jacaranda Trust, which beneficially owns 100.0% of our outstanding common B shares and 100.0% of our outstanding preference A shares. See “Item 7: Major Shareholder and Related Party Transactions—(A) Major Shareholder”. We currently do not have any outstanding options entitling the holders thereof to acquire our common B shares or our preference A shares, nor have we entered into any arrangements for providing for the issuance of those shares to our employees, executive officers or managing directors through the granting of options or otherwise.

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