ASSET PURCHASE AND SALE AGREEMENT

Asset Purchase Agreement

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GULF ISLAND FABRICATION, INC., | NEW VISION, L.P., | GULF MARINE FABRICATORS, | TECHNIP-COFLEXIP USA HOLDINGS, INC.,

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Title: ASSET PURCHASE AND SALE AGREEMENT
Governing Law: Texas Date: 12/22/2005
Industry: Constr. - Supplies and Fixtures Sector: Capital Goods

ASSET PURCHASE AND SALE AGREEMENT, Parties: gulf island fabrication inc. , new vision l.p. , gulf marine fabricators , technip-coflexip usa holdings inc.

Exhibit 2.1

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ASSET PURCHASE AND SALE AGREEMENT

among

GULF ISLAND FABRICATION, INC., and

NEW VISION, L.P., on the one hand

and

GULF MARINE FABRICATORS, and

TECHNIP-COFLEXIP USA HOLDINGS, INC., on the other hand

Dated as of December 20, 2005

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TABLE OF CONTENTS

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ARTICLE I DEFINED TERMS........................................................1

ARTICLE II Purchase of Assets..................................................1

Section 2.1 Sale and Purchase of the Assets...............................1

Section 2.2 Excluded Assets...............................................2

Section 2.3 Purchase Price................................................3

Section 2.4 Purchase Price Adjustment.....................................3

Section 2.5 Purchase Price Allocation.....................................5

Section 2.6 Assumed Liabilities...........................................5

Section 2.7 Excluded Liabilities..........................................5

Section 2.8 Closing.......................................................5

Section 2.9 Deliveries at Closing.........................................5

Section 2.10 Effect of Consents to Transfer Not Obtained...................8

ARTICLE III REPRESENTATIONS AND WARRANTIES OF the Seller Parties...............9

Section 3.1 Ownership.....................................................9

Section 3.2 Organization; Authority; Enforceability.......................9

Section 3.3 Legal Proceedings............................................10

Section 3.4 Qualification; Subsidiaries..................................10

Section 3.5 No Conflict..................................................10

Section 3.6 Consent......................................................11

Section 3.7 Charter Documents............................................11

Section 3.8 Financial Statements.........................................11

Section 3.9 Absence of Certain Changes...................................11

Section 3.10 Inventory....................................................12

Section 3.11 Equipment....................................................12

Section 3.12 Suppliers and Customers......................................13

Section 3.13 Real Property................................................13

Section 3.14 Real Property Leases.........................................14

Section 3.15 Personal Property............................................14

Section 3.16 Sufficiency of Assets........................................14

Section 3.17 Governmental Permits.........................................14

Section 3.18 Compliance with Laws.........................................15

Section 3.19 Material Contracts and Warranties............................15

Section 3.20 Crane Commitments............................................15

Section 3.21 Environmental Matters........................................15

Section 3.22 Employee Plans...............................................17

Section 3.23 Taxes........................................................19

Section 3.24 Certain Payments.............................................20

Section 3.25 Transactions with Certain Persons............................20

Section 3.26 Intellectual Property........................................20

Section 3.27 Insurance....................................................20

Section 3.28 Safety and Health............................................20

Section 3.29 Books and Records............................................21

Section 3.30 Labor Matters................................................21

Section 3.31 Documents and Written Materials..............................21

Section 3.32 Brokers' Fees................................................21

Section 3.33 Investment Representation....................................21

Section 3.34 Disclosure...................................................22

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ARTICLE IV REPRESENTATIONS AND WARRANTIES OF GULF ISLAND AND BUYER............23

Section 4.1 Organization.................................................23

Section 4.2 Authority; Enforceability....................................23

Section 4.3 Consents and Approvals; Conflicts............................23

Section 4.4 Ownership of Subsidiary......................................24

Section 4.5 Capitalization...............................................24

Section 4.6 Legal Proceedings............................................24

Section 4.7 Financial Statements.........................................24

Section 4.8 Compliance with Laws.........................................24

Section 4.9 Certain Payments.............................................24

Section 4.10 Transaction With Certain Persons.............................24

Section 4.11 Safety and Health............................................25

Section 4.12 No Pending Acquisition.......................................25

Section 4.13 Environmental Matters........................................25

Section 4.14 Divestment...................................................25

Section 4.15 Disclosure...................................................25

ARTICLE V PRE-CLOSING COVENANTS...............................................25

Section 5.1 Access.......................................................25

Section 5.2 Inspection...................................................26

Section 5.3 Conduct of the Business......................................26

Section 5.4 Further Actions..............................................26

Section 5.5 HSR Act......................................................27

Section 5.6 Notification.................................................27

Section 5.7 Acquisition Proposals........................................28

Section 5.8 Public Announcements.........................................28

Section 5.9 Liabilities..................................................28

Section 5.10 New Bids and Contracts.......................................28

Section 5.11 Notice of Developments.......................................29

Section 5.12 Update of the Disclosure Schedules...........................29

Section 5.13 Employee Matters.............................................29

Section 5.14 WARN Act.....................................................31

Section 5.15 Confidential Information.....................................31

Section 5.16 Real Estate Matters..........................................32

Section 5.17 Standstill...................................................33

Section 5.18 Seller Board Seat............................................33

Section 5.19 Cooperation Agreement........................................34

ARTICLE VI CONDITIONS PRECEDENT...............................................34

Section 6.1 Conditions Precedent to Obligations of All Parties...........34

Section 6.2 Conditions Precedent to Obligations

of Gulf Island and Buyer.....................................35

Section 6.3 Conditions Precedent to the Obligations

of the Seller Parties........................................36

ARTICLE VII INDEMNIFICATION; REMEDIES.........................................36

Section 7.1 Indemnification by the Seller Parties........................36

Section 7.2 Indemnification by Gulf Island...............................36

Section 7.3 Nature of the Seller Parties' Liability; Limitations.........37

Section 7.4 Procedure for Indemnification - Third-Party Claims...........37

Section 7.5 Survival of Indemnification..................................38

Section 7.6 Escrow.......................................................39

ARTICLE VIII TERMINATION......................................................39

Section 8.1 Termination..................................................39

Section 8.2 Effect of Termination........................................40

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ARTICLE IX POST CLOSING COVENANTS.............................................40

Section 9.1 Further Assurances...........................................40

Section 9.2 Post Closing Tax Covenants...................................41

Section 9.3 Prorations...................................................41

Section 9.4 Name Change..................................................41

Section 9.5 Existing Warranty Liabilities................................42

Section 9.6 Corrections of Defective Work Prior to

Warranty Claims Being Made...................................42

Section 9.7 Communications Transfer......................................42

Section 9.8 Turnover of Misdirected Payments.............................42

ARTICLE X MISCELLANEOUS.......................................................42

Section 10.1 Expenses.....................................................42

Section 10.2 Notices......................................................42

Section 10.3 Amendment....................................................43

Section 10.4 Headings; Gender.............................................43

Section 10.5 Entire Agreement; No Third Party Beneficiaries...............43

Section 10.6 Governing Law................................................43

Section 10.7 Jurisdiction.................................................43

Section 10.8 Special Determination of Purchase Price Adjustments..........44

Section 10.9 Assignment...................................................44

Section 10.10 Severability.................................................44

Section 10.11 Counterparts.................................................44

Section 10.12 Mutual Drafting..............................................44

Exhibit A - Definitions

Exhibit B - Escrow Agreement

Exhibit C - Forms of Assignments

Exhibit D - Form of Bill of Sale

Exhibit E - Form of Warranty Deed

Exhibit F - Form of Registration Rights Agreement

Exhibit G - Form of Non-Competition Agreement

Exhibit H - Form of Lock-Up Agreement

Exhibit I - Form of Transition Services Agreement

Exhibit J - Form of Opinion of the Counsel to the Seller Parties

Exhibit K - Form of Opinion of the Counsel to Buyer and Gulf Island

Exhibit L - Forms of Employment Agreement

Exhibit M - Disclosure Schedule

iii

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ASSET PURCHASE AND SALE AGREEMENT

This Asset Purchase and Sale Agreement (this "Agreement"), dated and

effective as of December 20, 2005 (the "Effective Date"), is by and among Gulf

Island Fabrication, Inc., a Louisiana corporation ("Gulf Island") and New

Vision, L.P., a Texas limited partnership and indirect subsidiary of Gulf Island

("Buyer"), on the one hand, and Gulf Marine Fabricators, a Texas general

partnership ("Seller"), and Technip-Coflexip USA Holdings, Inc.(the "Parent") on

the other hand. Seller and Parent are sometimes referred to herein together as

the "Seller Parties."

RECITALS:

A Seller is primarily engaged in the business of the fabrication and sale

of drilling and production platforms and other specialized structures used in

the development and production of offshore oil and gas reserves (the

"Business").

B The boards of directors of Parent and the Partners desire that Seller

sell substantially all of the assets used in the Business to Buyer, and the

boards of directors of Gulf Island and the sole general partner of Buyer desire

that Buyer purchase such assets, each upon the terms and subject to the

conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants and

agreements set forth herein and in reliance upon the undertakings,

representations, warranties and indemnities contained herein, each of the

parties hereto agree as follows:

ARTICLE I

DEFINED TERMS

As used in this Agreement, capitalized terms shall have the meanings

assigned to them in Exhibit "A."

ARTICLE II.

PURCHASE OF ASSETS

Section 2.1 Sale and Purchase of the Assets. Upon the terms and subject to

the conditions set forth in this Agreement, at the Closing Seller shall sell,

transfer, convey, assign and deliver to Buyer the Assets, which shall be free

and clear of all Liens, and Buyer shall purchase and acquire from Seller, the

Assets for the Purchase Price. "Assets" means all of the assets used or held

primarily for use in the Business, excluding the Excluded Assets, but including,

without limitation, the following:

(a) All of the Owned Real Properties listed on Schedule 2.1(a), including,

without limitation, any items listed on Schedule 2.1(b) that are classified as

real property under applicable law;

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(b) Subject to Section 2.2(d) below, all of the Personal Property listed on

Schedule 2.1(b) (which list includes all major items of equipment used in the

Business);

(d) All rights of Seller under the leases, construction contracts, and

other contracts listed on Schedule 2.1(d), as such schedule is updated pursuant

to Section 5.10 (the "Assumed Contracts");

(e) All rights of Seller in and to all Owned Intellectual Property listed

on Schedule 2.1(e), including the name "Gulf Marine Fabricators;"

(f) All rights of Seller in and to all Governmental Permits held by Seller

for use in the Business listed on Schedule 2.1(f);

(g) All rights of Seller in all Warranties, if any, issued by third persons

that relate to the Assets (with Seller disclaiming any representation or

warranty with respect to the existence or enforceability of such Warranties);

(h) Subject to Section 2.2(d) below, all records (including computer

records) of Seller located on the Owned Real Properties, including all property

records, sales records, service records, customer lists, mailing lists, customer

price lists, customer files, suppliers' lists, suppliers' price lists, designs,

drawings, bid libraries and estimates and other correspondence and other

recorded knowledge relating to customers or suppliers of the Business, and,

whether or not located on the Owned Real Properties, copies of personnel records

of Seller's Employees; and

(i) All goodwill, advances and deposits of every kind and nature of Seller.

Notwithstanding the foregoing, the only contracts that shall be deemed to

be included in the Assets are those contracts expressly listed in Schedule

2.1(d), and the transfer of the Assets shall not include the assumption of any

liability related to the Assets unless expressly assumed pursuant to Section

2.6.

Section 2.2 Excluded Assets. Notwithstanding the provisions of Section 2.1

above, the following assets are expressly excluded from the purchase and sale

contemplated hereby (the "Excluded Assets"):

(a) The consideration to be delivered to Seller pursuant to this Agreement;

(b) The rights of Seller under this Agreement and all agreements and

instruments executed by Seller in connection herewith;

receivables of Seller which are payable as a result of services provided in

connection with the Business prior to Closing;

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(d) The corporate seals, minute books, stock transfer records, blank stock

certificates, tax returns and other records relating to the organization or tax

reporting of Seller;

(e) Assets held in either Employee Plans or Benefit Arrangements, none of

which are being assumed by Gulf Island or Buyer;

(f) All cash, cash equivalents, marketable securities and bank accounts

owned by Seller;

(g) All rights under insurance policies maintained by Seller with respect

to the Assets, and all claims, causes of action under such insurance policies;

(h) All prepaid expenses of Seller and accrued receivables on completed

contracts; and

(i) Any other asset or contract specifically listed in Schedule 2.2(i).

On or prior to the Closing Date, the Seller Parties shall remove or cause

to be removed all of the Excluded Assets from, and without damage to, all

property to be occupied by Buyer hereunder after the Closing at no cost to Gulf

Island or Buyer.

Section 2.3 Purchase Price.

(a) The consideration for the sale of the Assets to Buyer (as adjusted

pursuant to Section 2.4, the "Purchase Price") shall be (i) FORTY MILLION AND

00/100 DOLLARS ($40,000,000) in cash, (ii) 1,589,067 shares of the common stock,

no par value per share, of Gulf Island (the "Gulf Island Common Stock"), and

(iii) the assumption by Buyer of the Assumed Liabilities.

(b) At the Closing, Gulf Island shall withhold the shares of Gulf Island

Common Stock otherwise deliverable to Seller hereunder (the "Indemnity Escrow

Shares") as a holdback pursuant to Section 7.6 for any indemnity claims that

Buyer and Gulf Island may bring under Article VII. The Indemnity Escrow Shares

shall be deposited in escrow in accordance with the terms and provisions of

Section 7.6 and an Escrow Agreement among the parties hereto and JPMorgan Chase

or, if JPMorgan Chase is unable to serve as escrow agent, a substitute mutually

agreed escrow agent (the "Escrow Agent") in the form attached hereto as Exhibit

B (the "Escrow Agreement").

Section 2.4 Purchase Price Adjustment.

(a) The cash portion of the Purchase Price shall be adjusted on the Closing

Date to reflect the pro-rations required under Section 9.3.

(b) As soon as practical following the Closing, Seller and Buyer shall

negotiate in good faith to attempt to agree on the difference, if any, between

the amount invoiced (whether or not collected) by Seller under each Assumed

Contract through the Closing Date and the Costs Incurred by Seller through the

Closing Date under such Assumed Contract, taking into account all retainage by

the customers which will be payable to Buyer as the assignee of the Assumed

Contracts following Closing. The cash portion of the Purchase Price shall be

adjusted pursuant to this Section 2.4(b) to reflect such difference (for each

<PAGE>

such Assumed Contract, the "Contract Adjustment"). If Seller and Buyer cannot

agree upon the Contract Adjustment for a particular Assumed Contract by 5:00

p.m. (Houston time) on the 30th day following the Closing Date, either Seller or

Buyer may submit the Contract Adjustment for determination under Section 10.8

below. Within 15 days following determination of the Contract Adjustment for a

particular Assumed Contract by mutual agreement or determination under Section

10.8, the party owing the Contract Adjustment shall pay the amount due to the

other party. "Costs Incurred" shall mean all direct project materials,

subcontracts, miscellaneous expenses (such as customer services, travel, and

tendering costs) actually paid prior to Closing, plus fully burdened man hours

worked (inclusive of indirect overheads and depreciation but, except as provided

in the following sentence, excluding SG&A, corporate management fees, and profit

earned). In addition, for the Modec and Bay contracts only, Costs Incurred will

be deemed to include SG&A, corporate management fees, and the profit earned

through the Closing Date on these contracts calculated under US GAAP compliant

percentage of completion.

calculate the difference between the book value of Seller's inventory as of June

30, 2005 and the book value of Seller's inventory on the Closing Date, and the

Purchase Price shall be adjusted to reflect the difference calculated (the

"Post-Closing Inventory Adjustment"). Such calculation shall be based upon

Seller's financial statements, accounting records, and inventory listings in the

absence of manifest error. If Seller and Buyer can not agree upon the

Post-Closing Inventory Adjustment by 5:00 p.m. (Houston time) on the 30th day

following the Closing Date, either Seller or Buyer may submit the Post-Closing

Inventory Adjustment for determination under Section 10.8 below. Within 15 days

following determination of the Post-Closing Inventory Adjustment by mutual

agreement or pursuant to Section 10.8, the party owing the Post-Closing

Inventory Adjustment shall pay the amount due to the other party as an

adjustment to the cash portion of the Purchase Price.

(d) If any Asset with a value of more than $50,000, as determined by

Buyer's Appraisal, is materially damaged or destroyed between September 30, 2005

and the Closing Date, Buyer may, within 60 days following the Closing Date,

require a refund of a portion of the Purchase Price equal to the value of the

damaged or destroyed Asset as certified by Buyer's Appraisal. If Seller

reasonably believes that the appraised value of the Asset certified by Buyer's

Appraisal exceeded the actual fair market value of such Asset by more than

$25,000, Seller may obtain its own appraisal of the Asset in question, based

upon the Asset's condition prior to the damage or loss in question, and provide

a copy of such appraisal to Buyer within 45 days following Buyer's demand for a

Purchase Price refund. If Seller's appraisal certifies a value for the Asset in

question which is within $25,000 of the value certified by Buyer's Appraisal,

the value certified by Buyer's Appraisal shall govern. If Seller's appraisal

certifies that the Asset in question is overvalued on Buyer's Appraisal by more

than $25,000, Seller and Buyer shall attempt to negotiate a refund of the

Purchase Price reflecting a mutually agreed valuation of the Asset in question.

If Seller and Buyer are unable to mutually agree upon the value of the Asset in

question within 30 days of Buyer's receipt of Seller's appraisal of the Asset,

then either party may request that the parties' respective appraisers agree upon

a third appraiser who shall value the Asset in question, based upon its

condition prior to the damage or loss in question, and whose determination shall

be binding upon the parties for purposes of determining the amount of the

Purchase Price refund. Seller and Buyer shall share equally in the cost of such

third appraiser. Within 15 days following determination of the value of the

Asset in accordance with this section, Seller shall refund to Buyer the value of

the Asset so determined as an adjustment to the cash portion of the Purchase

Price.

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Section 2.5 Purchase Price Allocation. The Purchase Price shall be

allocated to categories of Assets as set forth in Schedule 2.5, with any

adjustment of the cash portion of the Purchase Price under Sections 2.4(a) or

2.4(b) to be allocated pro-rata among all asset classes according to their

respective amount allocated to such asset classes on Section 2.5. Adjustments to

the cash portion of the Purchase Price under Sections 2.4(c) or 2.4(d) shall be

allocated to the assets involved in the adjustment. Buyer and Seller agree that

the allocation of the Purchase Price to categories of the Assets as set forth in

such Schedule 2.5 reflects and constitutes arms-length negotiations between the

parties. The Purchase Price allocation reflected in Schedule 2.5, as adjusted,

shall be binding on Buyer and Seller for United States income tax purposes in

accordance with Section 1060 of the Code and state income tax purposes and shall

be consistently reflected by Buyer and Seller on their respective United States

and state income tax returns. Both parties shall timely file Forms 8594

reflecting this allocation, and the parties shall report this purchase as a

taxable sale (and not as a tax-free reorganization) for federal and state income

tax purposes.

Section 2.6 Assumed Liabilities. Neither Gulf Island, Buyer nor any of

their respective Affiliates shall assume or become liable for any liability or

obligation of any of the Seller Parties except for liabilities and obligations

arising after the Closing under the Assumed Contracts (the "Assumed

Liabilities"). In no event shall the Assumed Liabilities include liabilities or

obligations arising out of or relating to a breach of any Assumed Contract that

occurred prior to the Closing or any Existing Warranty Liabilities.

Section 2.7 Excluded Liabilities. Buyer is not assuming, and shall not be

held liable for, any liability, debt, obligation, claim against or contract of

either of the Seller Parties of any kind or nature whatsoever, at any time

existing or asserted, whether or not accrued, whether fixed, contingent or

otherwise, whether known or unknown, whether or not related to the Business or

the Assets, that is not specifically assumed pursuant to Section 2.6 of this

Agreement (collectively, the "Excluded Liabilities").

Section 2.8 Closing. The closing of the transactions contemplated by this

Agreement (the "Closing") shall take place as soon as practicable following the

satisfaction or waiver of the conditions set forth in Article VI at the offices

of Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., 201 St.

Charles Avenue, New Orleans, Louisiana 70170, or at such other time and place as

the parties may agree. The date of the Closing is sometimes referred to herein

as the "Closing Date."

Section 2.9 Deliveries at Closing.

(a) At the Closing, the Seller Parties shall deliver or cause to be

delivered to Buyer:

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(i) assignments in favor of Buyer of all of the Assumed Contracts,

Warranties, and Governmental Permits duly executed by Seller in the forms

attached hereto as Exhibit "C-1," "C-2," "C-3," and "C-4" (the

"Assignments");

(ii) a bill of sale, duly executed by Seller, in the form attached

hereto as Exhibit "D" for the Personal Property other than titled vehicles

(the "Bill of Sale");

(iii) bills of sale and other documentation necessary to transfer all

title vehicles, duly executed by Seller (the "Vehicle Documents");

(iv) one or more warranty deeds in the form attached hereto as Exhibit

"E" to the Owned Real Properties conveying to Buyer all of Seller's right,

title and interest in and to the Owned Real Properties with full warranty

as to merchantable title and with full substitution and subrogation in and

to any claims and/or causes of action which Seller has or may have against

all preceding owners (the "Warranty Deeds");

(v) a registration rights agreement, duly executed by Seller and

Parent, in substantially the form attached hereto as Exhibit "F" but

including reasonable shelf registration and piggyback registration rights,

and with such other changes as are agreed by Seller, Parent, and Gulf

Island prior to the Closing Date (the "Registration Rights Agreement");

(vi) a non-competition agreement, duly executed by Seller and Parent,

in the form attached hereto as Exhibit "G" (the "Non-Competition

Agreement");

(vii) a lock-up agreement, duly executed by Seller and Parent, in the

form attached hereto as Exhibit "H" (the "Lock-Up Agreement");

(viii) a transition services agreement, duly executed by Seller and

Parent, in the form attached hereto as Exhibit "I" (the "Transition

Services Agreement");

(ix) certificates, dated as of the Closing Date, executed by an

appropriate executive officer of each of Seller and Parent, certifying that

(i) the representations and warranties of the Seller Parties contained in

this Agreement and any other agreement executed and delivered in connection

with the transactions contemplated hereby are true and correct as of the

Closing Date and (ii) each of the Seller Parties has performed and

complied, in all material respects, with all covenants, agreements and

conditions required by this Agreement to be performed or complied with by

the Seller Parties prior to or on the Closing Date;

(x) a certificate of the Secretary or Assistant Secretary of each of

the Partners and of Parent as to the incumbency and signatures of the their

respective officers executing this Agreement and any other certificate or

document executed and delivered pursuant hereto;

(xi) any consents of third Persons which are necessary to effectively

transfer the Assets to Buyer;

<PAGE>

(xii) an affidavit or affidavits, together with such other evidence as

may be required by the Title Company insuring title to the Owned Real

Properties at Closing, which affidavits or other documentary evidence, if

required, will be in form and substance satisfactory to the Title Company

and sufficient to cause the Title Company to issue owner's title insurance

policies to Buyer with respect to the Owned Real Properties;

(xiii) non-foreign affidavits of Seller and the Partners in forms

acceptable to Buyer;

(xiv) an opinion of counsel to the Seller Parties as to the matters

attached as Exhibit "J," subject to such assumptions, qualifications, and

exceptions as are acceptable to Buyer and Gulf Island in their reasonable

discretion;

(xv) a settlement statement reflecting the adjustments to the Purchase

Price required by Section 2.4 duly executed by Seller (the "Settlement

Statement"); and

(xvi) such other documents or instruments of conveyance as may be

reasonably requested by Buyer or Gulf Island or as are reasonably necessary

to transfer title to the Assets to Buyer as contemplated hereby or

otherwise for the consummation of the transactions contemplated by this

Agreement.

(b) At the Closing, Gulf Island shall, or cause Buyer to, deliver to Seller

(or, in the case of Section 2.3(b), the Escrow Agent):

(i) the cash portion of the Purchase Price payable to Seller pursuant

to Section 2.3;

(ii) a stock certificate or stock certificates representing the shares

of Gulf Island Common Stock issuable to Seller pursuant to Section 2.3;

(iii) the Assignments, duly executed by Buyer;

(iv) the Bill of Sale, duly executed by Buyer;

(v) the Vehicle Documents, duly executed by Buyer;

(vi) the Warranty Deeds, duly executed by Buyer;

(vii) the Employment Agreements, duly executed by Buyer;

(viii) the Registration Rights Agreement, duly executed by Gulf

Island;

(ix) the Non-Competition Agreement, duly executed by Buyer;

(x) the Lock-Up Agreement, duly executed by Gulf Island;

(xi) the Transition Services Agreement, duly executed by Buyer;

<PAGE>

(xii) certificates, dated as of the Closing Date, executed by and

appropriate executive officer of each of Buyer and Gulf Island, certifying

that (i) the representations and warranties of Gulf Island and Buyer

contained in this Agreement and any other agreement executed and delivered

in connection with the transactions contemplated hereby are true and

correct as of such date and (ii) Gulf Island and Buyer have performed and

complied, in all material respects, with all covenants, agreements and

conditions required by this Agreement to be performed or complied with by

the Gulf Island and Buyer prior to or on the Closing Date;

(xiii) a certificate of the Secretary or Assistant Secretary of each

of Buyer and Gulf Island as to the incumbency and signatures of the their

respective officers executing this Agreement and any other certificate or

document executed and delivered pursuant hereto;

(xiv) an opinion of counsel to Buyer and Gulf Island in the form

attached as Exhibit "J," subject to such assumptions, qualifications, and

exceptions as are acceptable to Seller Parties in their reasonable

discretion; and

(xv) the Cooperation Agreement duly executed by Buyer.

reasonably requested by Gulf Island or otherwise reasonably required to

consummate the transactions contemplated by this Agreement.

(d) At the Closing, Buyer must also receive employment agreements, duly

executed by each of the Key Employees, in the forms attached hereto as Exhibit

"L" (the "Employment Agreements").

Section 2.10 Effect of Consents to Transfer Not Obtained. Anything in this

Agreement to the contrary notwithstanding, this Agreement shall not constitute

an assignment or agreement to assign any Assumed Contract, Warranty or

Governmental Permit (or any rights thereunder) if an attempted assignment

thereof, without the consent, waiver, confirmation, novation or approval (a

"Consent") of a party thereto or any other Person, would constitute a breach or

other contravention thereof, be ineffective with respect to any party thereto or

in any way adversely affect the rights of Buyer or Seller thereunder. With

respect to any such Assumed Contract, Warranty or Governmental Permit, after the

Closing, each of the Seller Parties will use all necessary good faith efforts to

obtain as expeditiously as possible the Consent of the other parties to such

Assumed Contract, Warranty or Governmental Permit for the assignment thereof to

Buyer or its designee or, alternatively, written confirmation from such parties

reasonably satisfactory in form and substance to Buyer and Seller that such

Consent is not required. To the extent that any such Consent is not obtained,

each of the Seller Parties shall use all reasonable efforts to: (a) cooperate

with Gulf Island and Buyer in any reasonable arrangement intended to provide to

Buyer or its designee the benefits of any such Assumed Contract, Warranty or

Governmental Permit; and (b) enforce for the benefit of Buyer or its designee

any rights of Seller arising from any such Assumed Contract, Warranty or

Governmental Permit.

<PAGE>

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES

Except as set forth in the Disclosure Schedule attached hereto as Exhibit

"M," the Seller Parties hereby represent and warrant to Gulf Island and Buyer,

as of the Effective Date and as of the Closing Date, on a joint and several and

solidary basis as follows:

Section 3.1 Ownership. Parent is the ultimate U.S. domiciled owner of all

of the issued and outstanding capital stock of each of the Partners, and the

Partners are the sole partners comprising Seller. There is no existing

subscription, debt security, option, warrant, calls, commitment or other

agreement or right (whether statutory or contractual) to which Seller, either

Partner or Parent is a party requiring, and there are no convertible securities

of Seller or the Partners outstanding, which upon conversion would require,

directly or indirectly, the issuance of any additional shares of capital stock

or other equity securities of Seller or either Partner or other securities

convertible into or exercisable or exchangeable for shares of capital stock or

other equity securities of Seller or either Partner to any Person other than

Parent, and there are no obligations (contingent or otherwise) of Seller to make

investments in any other Person. There are no bonds, debentures, notes, lines of

credit, letters of credit or other indebtedness of Seller issued and outstanding

having the right to vote on any matters other than those owned by the Partners,

and there are no bonds, debentures, notes, lines of credit, letters of credit or

other indebtedness of the Partners outstanding other than those owned directly

or indirectly by Parent.

Section 3.2 Organization; Authority; Enforceability.

(a) Parent is a corporation duly organized, validly existing and in good

standing under the laws of Delaware, and has all requisite power to carry out

its business as now being conducted. The Partner, Gulf Deepwater Fabricators,

Inc. is a corporation duly organized, validly existing and in good standing

under the laws of Texas. The Partner, Gulf Deepwater Yards, Inc. is a

corporation duly organized, validly existing and in good standing under the laws

of Delaware. Each Partner has all requisite power to carry out its business as

now being conducted. Seller is a general partnership duly organized, validly

existing and in good standing under the laws of Texas, and has all requisite

power to carry out its business as now being conducted.

(b) Each of the Seller Parties has the requisite power and authority to

execute and deliver this Agreement and to carry out their respective obligations

hereunder. The execution, delivery and performance of this Agreement and the

consummation of the transactions contemplated hereby have been duly authorized

by all necessary corporate or partnership action on the part of Parent, the

Partners, and Seller, respectively, and no other corporate or partnership

proceedings on the part of Parent, the Partners, or Seller are necessary to

authorize this Agreement or to consummate the transactions so contemplated. This

Agreement has been duly executed and delivered by each of the Seller Parties and

the Partners and constitutes, and each other agreement, instrument or document

executed or to be executed by the Seller Parties and the Partners in connection

with the transactions contemplated hereby has been, or when executed will be,

duly executed and delivered by the Seller Parties and the Partners and

constitutes, or when executed and delivered will constitute, a valid and legally

binding obligation of each of the Seller Parties and the Partners, enforceable

against each of them in accordance with its terms.

<PAGE>

Section 3.3 Legal Proceedings.

(a) There are no Proceedings pending or to the knowledge of the Seller

Parties threatened (i) seeking to restrain, prohibit or obtain damages or other

relief in connection with this Agreement or the transactions contemplated

hereby, (ii) asserting that any Person, other than the Partners, is the holder

or the beneficial owner of, or has the right to acquire or to obtain beneficial

ownership of, or any other voting, equity or ownership interest in, any of the

outstanding capital stock or other equity interests of Seller or in any Assets,

or (iii) that relate to the Assumed Contracts, the Warranties or the

Governmental Permits, except as disclosed in Schedule 3.3 (a)(iii).

(b) Except as disclosed in Schedule 3.3(b), there are no Proceedings

pending, or to the knowledge of the Seller Parties, threatened against or

relating to any of Seller, the Assets or the Business and there are no facts or

circumstances that could reasonably be expected to result in any such

Proceedings. No Proceedings have been instituted or, or to the knowledge of the

Seller Parties, threatened by any Person seeking to restrain or prohibit or to

obtain damages with respect to the execution, delivery and performance of this

Agreement or the consummation of the transactions contemplated hereby.

Section 3.4 Qualification; Subsidiaries.

(a) No actions or proceedings to dissolve Seller, either Partner or Parent

are pending or, to the knowledge of the Seller Parties, are threatened. Seller

is duly qualified or licensed to do business and is in good standing in each

jurisdiction in which the property owned, leased or operated by it or the

conduct of its business requires such qualification or licensing, and each such

jurisdiction is listed on Schedule 3.4(a).

(b) Seller does not own, directly or indirectly, any membership interests,

shares of capital stock, or any other equity or ownership interest in any other

Person. Seller is not a party to any partnership or joint venture agreement

unless otherwise listed on Schedule 3.4(b).

Section 3.5 No Conflict. Neither the execution and the delivery of this

Agreement by either of the Seller Parties or of the Partners, nor the

consummation of the transactions contemplated hereby do or will: (a)(i) violate,

conflict with, or result in a breach of any provisions of, (ii) constitute a

default (or an event which, with notice or lapse of time or both, would

constitute a default) under; or (iii) result in the termination of or accelerate

the performance required by, any of the terms, conditions or provisions of the

respective Charter Documents of either of the Seller Parties or of the Partners

or any note, bond, mortgage, indenture, deed of trust, lease, license, loan

agreement or other agreement, instrument or obligation to or by which either of

the Seller Parties or of the Partners or any of their respective assets are

bound; (b) result in the creation of any Lien upon any of the Assets; or (c)

violate any Applicable Law binding upon either of the Seller Parties or of the

Partners or any of the Assets.

<PAGE>

Section 3.6 Consent. Except as set forth on Schedule 3.6, no consent,

approval, order or authorization of, or declaration, filing or registration

with, any Governmental Entity or any other Person is required to be obtained or

made by the Seller Parties or of the Partners in connection with the execution,

delivery or performance by the Seller Parties or of the Partners of this

Agreement or the consummation of the transactions contemplated hereby other than

compliance with and filings under the HSR Act, including, without limitation,

the assignment and assumption of the Assumed Contracts pursuant to Section

2.1(d).

Section 3.7 Charter Documents. Parent has provided to Gulf Island accurate

and complete copies of (a) the Charter Documents of Seller and the Partners and

(b) the minutes of all meetings of the governing body of Seller (and all

consents in lieu of such meetings) held since January 1, 2001. Such records,

minutes and consents accurately reflect the ownership of Seller and all actions

taken by the governing body, committees and members thereof. Seller is not in

violation of any provision of its Charter Documents.

Section 3.8 Financial Statements. Schedule 3.8 includes a true and complete

copy of the Financial Statements. The Financial Statements have been prepared in

accordance with GAAP consistent with prior periods from the books and records of

Seller, are complete, correct and in accordance with the books of account and

records of Seller and fairly present the financial condition and results of

operations of Seller on the dates, and for the periods indicated thereon, as

applicable. Seller does not have any liabilities, commitments, debts or

obligations of any nature (whether accrued, absolute, liquidated or

unliquidated, actual or contingent, unasserted or otherwise), except (a)

liabilities disclosed, reflected or reserved against in the Financial Statements

or Schedule 3.8 or (b) current liabilities and obligations incurred since

September 30, 2005 in the ordinary course of business and outstanding on the

Effective Date that individually do not exceed $25,000, except as disclosed in

Schedule 3.8(b).

Section 3.9 Absence of Certain Changes. Except as disclosed in Schedule

3.9, since September 30, 2005, there has not been any material adverse change in

the business, operations, properties, assets or conditions of Seller, and no

event has occurred or circumstance exists that may result in such a material

adverse change. Except as disclosed in Schedule 3.9, Seller has operated the

Business and the Assets in the ordinary course consistent with past practice and

Seller has not, since September 30, 2005 (except with Gulf Island's written

consent):

(a) incurred any obligation or liability in excess of $25,000, absolute or

contingent, except (i) trade or business obligations incurred in the ordinary

course of business or (ii) sales, income, franchise or ad valorem taxes accruing

or becoming payable in the ordinary course of business;

(b) entered into any agreement or transaction requiring payments by Seller

in excess of $25,000 not in the ordinary course of business;

<PAGE>

(d) increased the rate of compensation (including bonuses, contingent

severance payments, retirement, profit sharing, benefits or any other payments)

payable or to become payable to any of its officers, directors or employees,

except periodic increases of such compensation in the ordinary course of

business and consistent with Seller's past practices;

(e) adopted any employee welfare, pension, retirement, profit sharing or

similar plan or made any material addition to or modification of existing plans;

(f) experienced any labor trouble or any material controversy or material

unsettled grievance involving any personnel;

(g) entered into, terminated or received notice of the termination of any

Material Contract, commitment or transaction or waived any right of material

value to it;

(h) made any change in any accounting principle, procedure or practice

followed by it;

(i) made any capital expenditure in an aggregate amount of $50,000 or more

or entered into any Lease;

(j) suffered any material damage, destruction or casualty with respect to

the Assets, or experienced any events, conditions, losses or casualties which

have resulted in or are reasonably likely to result in claims under its

insurance policies with respect to the Assets of an aggregate of $50,000 or

more;

(k) disposed of any spare parts outside the ordinary course of business;

(l) defaulted under any note, loan, mortgage, guarantee or other instrument

of indebtedness or any Material Contract;

(m) received any notification, warning or inquiry from, or given any

notification to or had any communication with, any Governmental Entity, with

respect to any proposed remedial action for any violation or alleged or possible

violation of any Applicable Law, nor are any facts known to the Seller Parties

that may reasonably be expected to give rise to any such notification, warning

or inquiry;

(n) transferred any asset, right or interest to, or entered into any

transaction with any of its Affiliates;

(o) amended its Charter Documents; or

(p) made any agreement or commitment to do any of the foregoing.

Section 3.10 Inventory. All inventory of Seller is of a quality and

quantity that is usable in the ordinary course of their respective businesses

except as disclosed in Schedule 3.10 and is sold as seen.

<PAGE>

Section 3.11 Equipment. Schedule 2.1 lists all items of equipment owned by

Seller as reflected on Seller's asset register. Except as otherwise noted on

Schedule 3.11, each item of equipment listed on Schedule 3.11 is in good working

order and condition, taking into account its age and normal wear and tear.

Seller has performed, or caused to be performed, all necessary maintenance and

repairs on the equipment listed on Schedule 3.11 to maintain such equipment in

good working order and condition, taking into account its age and normal wear

and tear. Seller's maintenance books and logs with respect to such equipment are

accurate in all material respects.

Section 3.12 Suppliers and Customers. Schedule 3.12 lists the top five

customers by revenue of Seller in each of 2001, 2002, 2003, and 2004. To the

knowledge of the Seller Parties, except to the extent in either case as could

not reasonably be expected to have a material adverse effect on the Business or

as stated on Schedule 3.12: (i) no supplier providing products, materials or

services to Seller intends to (A) cease selling such products, materials or

services to Seller, (B) limit or reduce such sales to Seller or (C) materially

alter the terms or conditions of such sales; and (ii) no customer of Seller

listed on Schedule 3.12 has terminated or intends to terminate, limit or reduce

its or their business relations with Seller.

Section 3.13 Real Property.

(a) Schedule 2.1(a) sets forth a true and complete list of all real

property owned by Seller (collectively, the "Owned Real Properties"). Except for

Permitted Encumbrances, Seller has good and merchantable title in fee simple to

all Owned Real Properties. Except for Permitted Encumbrances, none of the Owned

Real Properties is subject to any Liens, except for easements, rights of way,

encroachments or other restrictions or matters affecting title which do not

prevent the Owned Real Properties from being used for the purpose for which they

are currently being used or otherwise materially impair Seller's current

operations or the value of the Owned Real Properties.

(b) All improvements on the Owned Real Properties and the operations

therein conducted conform in all material respects to all applicable health,

fire, safety, zoning and building laws, ordinances and administrative

regulations.

the Owned Real Properties are all within the boundary lines of such Owned Real

Properties (and do not encroach upon the property of, or otherwise conflict with

the property rights of, any other Person) or have the benefit of valid

easements, and there are no outstanding requirements by any insurance company

which has issued a title policy covering any such property which is a condition

to continued coverage under such policy at the current insurance premium.

(d) No Person, other than Seller, is in possession of all or any portion of

the Owned Real Properties under any unrecorded leases, tenancy at will or

otherwise.

(e) Seller, during the time of ownership of the Owned Real Properties, has

neither conveyed any portion of the Owned Real Properties nor done any act or

allowed any act to be done which has changed or could change the boundaries of

the Owned Real Properties, except as disclosed in the real estate records of the

counties in which the Owned Real Properties are located and except for Permitted

Encumbrances.

<PAGE>

(f) Seller has allowed no easements, rights of way, continuous driveway

usage, drain, sewer, water, gas or oil pipeline or other rights of passage to

others over the Owned Real Properties and has no knowledge of such adverse

rights other than those found in the real estate records of the counties in

which the Owned Real Properties are located and except for Permitted

Encumbrances.

Section 3.14 Real Property Leases. Seller has no leases or other occupancy

interests of real property owned by other Persons.

Section 3.15 Personal Property.

(a) Except as set forth in Schedule 3.15(a) and the leased Personal

Property listed on Schedule 3.15(b), Seller has good title to all personal

property Assets, including, without limitation, inventory, work in process

(subject to claims of Seller's customers), equipment, machinery, tools,

furniture, supplies, telephone and telecopy numbers, and email addresses (the

"Personal Property"), free and clear of all Liens, other than Liens for Taxes

not yet due and payable and Provider Liens.

(b) Schedule 3.15(b) sets forth a true and complete list of all Leases

relating to the Personal Property leased by Seller, the expiration date of each

such lease, and the monthly rental due under each such lease. Seller holds valid

leaseholds in all of the Personal Property leased by it, which leases are

enforceable in accordance with their respective terms, except that the

enforcement thereof may be subject to (i) bankruptcy, insolvency,

reorganization, moratorium or other similar laws affecting or relating to

enforcement of creditors' rights generally, and (ii) general equitable

principles.

Seller Parties, no event has occurred which, with due notice or lapse of time or

both, may constitute such a lapse or default) under any Lease of any item of

Personal Property leased by it. To the knowledge of the Seller Parties, no other

party is in breach or default under any such Lease for any item of Personal

Property.

Section 3.16 Sufficiency of Assets. The Assets, taken as a whole,

constitute all of the assets (except the Excluded Assets) used or held for use

by Seller in the operation of the Business in the manner presently operated by

Seller, except as disclosed in Schedule 3.16.

Section 3.17 Governmental Permits. Schedule 2.1(g) sets forth a complete

and correct list of all Governmental Permits held by Seller and the expiration

date of each listed Governmental Permit. Except as set forth on Schedule 2.1(g),

(a) Seller has all Governmental Permits that are necessary or required for the

conduct of its business; (b) Seller has conducted its business in compliance

with, and is in compliance with, all Governmental Permits; (c) to the best of

Seller's knowledge no Governmental Permit will be subject to suspension,

modification, revocation, termination, cancellation or non-renewal as a result

of the execution, delivery and performance of this Agreement or the consummation

of the transactions contemplated hereby (provided, however, that Buyer shall be

<PAGE>

required to apply for the re-issuance of such Governmental Permits in Buyer's

name as the result of the transaction contemplated hereby); (d) no event has

occurred or condition exists which constitutes, or after notice or lapse of time

or both would constitute, a breach or default under any Governmental Permit or

which would allow, or after notice or lapse of time or both would allow,

revocation or termination of any Governmental Permit; and (e) there has been no

notice of cancellation, default or any dispute concerning any Governmental

Permit.

Section 3.18 Compliance with Laws. Except as set forth on Schedule 3.18 and

for violations that can not reasonably be expected to have a material adverse

effect on Seller, Buyer or the Assets, Seller has at all times since January 1,

2001 complied with, and is not currently in violation of, and has not received

any notices of violation with respect to, any Applicable Law with respect to the

conduct of its business or the ownership or operation of its assets.

Section 3.19 Material Contracts and Warranties.

(a) Schedule 3.19(a) lists and briefly describes all Material Contracts. A

complete and correct copy of each Material Contract has been furnished to Gulf

Island. Each Material Contract is valid, binding and enforceable, except that

the enforcement thereof may be subject to (i) bankruptcy, insolvency,

reorganization, moratorium or other similar laws affecting or relating to

enforcement of creditors' rights generally, and (ii) general equitable

principles. Seller and, to the knowledge of the Seller Parties, each other party

to each Material Contract, is in compliance in all material respects with the

provisions of such Material Contract.

(b) Schedule 3.19(b) sets forth a true and complete list of all outstanding

warranty claims asserted by third parties with respect to any services,

construction or fabrication performed by Seller or products sold by Seller.

Contracts has been performed according to the scope of work and milestone and

other scheduling requirements thereof. Seller does not anticipate any delay in

completing the work required under the Assumed Contracts in accordance with the

Assumed Contracts' requirements, including milestone and other scheduling

requirements. Seller has not deviated in any material way from the scope of work

or schedule imposed by any Assumed Contract (taking into account all executed

change orders), and, except as set forth on Schedule 3.19(c), no change orders

under the Assumed Contracts are contemplated by Seller or, to the best of

Seller's knowledge, its customers.

Section 3.20 Crane Commitments. All commitments entered into by Seller with

respect to the renting or acquisition of additional cranes that do not

constitute Material Contracts are assignable to Buyer without the consent of any

other party thereto except as disclosed in Schedule 3.20.

Section 3.21 Environmental Matters.

(a) Except as set forth on Schedule 3.21(a):

(i) Seller has complied, and are complying with, all Environmental

Laws and the requirements of any permits, licenses or authorizations issued

under such Environmental Laws with respect to Seller, the Assets or the

Business except for instances of non-compliance which can not reasonably be

expected to have a material adverse effect on Seller, Buyer or the Assets;

<PAGE>

(ii) Buyer shall not incur any liability under any Environmental Laws

as a result of conditions or contamination existing on the Owned Real

Properties as of the Closing Date or as a result of activities which

occurred at or in connection with the Owned Real Properties on or prior to

the Closing Date (including, without limitation, any liability for exposure

suffered by any of Seller's current or former employees, independent

contractors, or employees of such independent contractors to asbestos,

silica, manganese or other substances during the period ending on the

Closing Date), and, to the best of Seller's knowledge, since January 1,

2001, there are no circumstances, activities, events, conditions or

occurrences that could reasonably be anticipated to (A) form the basis of

an Environmental Claim against Seller or Parent with respect to Seller with

respect to a liability in excess of $100,000, (B) cause Seller to be

subject to any restrictions on its ownership, occupancy, use or

transferability of any of its properties or assets under any Environmental

Law, (C) require the filing or recording of any notice or restriction

relating to the presence of Hazardous Materials in any property owned,

leased, operated or otherwise used by Seller or (D) prevent or interfere

with Seller's ability to fully operate and conduct the Business in full

compliance with applicable Environmental Laws;

(iii) all Governmental Permits required under Environmental Laws to

operate and conduct the respective businesses of Seller have been obtained,

are valid and are in full force and effect;

(iv) there are no past, pending or threatened Environmental Claims

against Seller or Parent with respect to Seller, except for past

Environmental Claims that have been resolved and that can not be reasonably

expected to have a material adverse effect on Seller, Buyer or the Assets;

(v) to the best of Seller's knowledge there is no asbestos contained

in, forming part of or contaminating any part of any property owned,

leased, operated or otherwise used by Seller and no polychlorinated

biphenyls (PCBs) are used, stored, located at or contaminate any part of

any property owned, leased, operated or otherwise used by Seller;

(vi) to the best of Seller's knowledge there are no heavy metals or

other substances contained in dredged materials deposited on the Owned Real

Properties in excess of or in violation of the requirements of

Environmental Laws;

(vii) no cleanup, investigation or remedial action has occurred at any

of the properties that were formerly or are currently owned, leased,

operated or otherwise used by Seller that has resulted in or could result

in the assertion or creation of a Lien on such property by any Governmental

Entity and for which Seller would be responsible, nor has any such

assertion of a Lien been made by any Governmental Entity with respect

thereto that has not been removed; and

<PAGE>

(viii) Seller is not in violation of any order or requirement of any

court or Governmental Entity pertaining to health or the environment, nor

are there any conditions existing on or resulting from the operations of

Seller that could reasonably be expected to give rise to any on-site or

off-site remedial obligations under any Environmental Law.

(b) All Hazardous Materials or solid wastes generated by or as a result of

operations of Seller and requiring disposal have been transported offsite and

have not been treated or disposed of on site, and then only by carriers

maintaining valid authorizations under applicable Environmental Laws; have been

treated and disposed of only at treatment, storage and disposal facilities

maintaining valid authorizations under applicable Environmental Laws. To the

extent required by law or regulation, appropriate manifests or shipping

documents for each such shipment were prepared and have been maintained, and

such carriers and facilities have been and are operating in substantial

compliance with such authorizations and are not the subject of any pending or

threatened action, investigation or inquiry by any Governmental Entity in

connection with any Environmental Laws.

3.21, there is no liability (accrued or contingent) to any non-governmental

third party in tort or common law in connection with any release or threatened

release of any Hazardous Material into the environment as a result of operations

conducted by or on behalf of Seller.

Section 3.22 Employee Plans.

(a) Schedule 3.22(a) lists each Employee Plan that Seller maintains,

administers, contributes to, or has any contingent liability with respect

thereto. Seller has provided a true and complete copy of each Employee Plan

maintained for the benefit of, or relating to, either current or former

employees of Seller or any Affiliate who work in the Business, current summary

plan description (and, if applicable, related trust documents) and all

amendments thereto and written interpretations thereof together with: (i) all

annual reports (Form 5500), if any, that have been prepared in connection with

each such Employee Plan for the last three plan years; (ii) all material

communications received from or sent to the Internal Revenue Service or the

Department of Labor within the last two years (including a written description

of any oral communications); (iii) the most recent Internal Revenue Service

determination letter with respect to each Employee Plan; and (iv) all related

actuarial reports, insurance contracts, administrative service agreements.

(b) Schedule 3.22(b) identifies each Benefit Arrangement that Seller

maintains or administers. Seller has made all contributions to, and has no

contingent liability with respect to, any of its Benefit Arrangements. Seller

has furnished to Gulf Island copies or descriptions of each Benefit Arrangement.

Each Benefit Arrangement has been maintained in substantial compliance with its

terms and with the requirements prescribed by any Applicable Law.

contributed to an Employee Plan that is or was (i) a plan subject to Title IV of

ERISA, (ii) a "multiemployer plan" (as defined in Section 3(37) of ERISA), (iii)

a "multiple employer welfare arrangement" (as defined in Section 3(40) of

ERISA), or (iv) a plan that provided benefits through a "voluntary employees'

beneficiary association" (as defined in Section 501(c)(9) of the Code).

<PAGE>

(d) Each Employee Plan has been maintained and administered in compliance

with its terms and with the requirement prescribed by any and all Applicable

Laws, including, but not limited to, ERISA and the Code. Each Employee Plan that

is intended to be qualified under Section 401(a) of the Code has been the

subject of an Internal Revenue Service determination letter, and no event has

occurred since the issuance of any such determination letter that would create a

material risk of revocation of any such determination letter.

(e) Full payment has been made of all amounts that the Seller Parties have

been required to have paid as contributions or premiums to any Employee Plan or

Benefit Arrangement under Applicable Law or under the terms of any such plan or

arrangement.

(f) Neither of the Seller Parties, nor any of their respective officers,

directors or employees have engaged in any transaction with respect to an

Employee Plan that could subject any of such parties to a tax, penalty or

liability for a prohibited transaction, as defined in Section 406 of ERISA or

Section 4975 of the Code.

(g) Except for health care continuation requirements under COBRA or

applicable state law, Seller does not have any obligations for retiree health or

retiree life benefits (whether or not insured) to any current or former employee

after his or her termination of employment or service with Seller.

(h) There is no Proceeding or other dispute pending or, to the Seller

Parties' knowledge, threatened that involves any Employee Plan or Benefit

Arrangement or any fiduciary (as defined in ERISA Section 3(21)) of such

Employee Plan or Benefit Arrangement.

(i) No employee or former employee of Seller will become entitled to any

bonus, retirement, severance, job security or similar benefit or enhanced

benefit (including acceleration of compensation or deferred compensation, an

award, vesting or exercise of an incentive award) or any fee or payment of any

kind solely as a result of any of the transactions contemplated by this

Agreement.

(j) Seller is not a party to any agreement, contract, arrangement or plan

that has resulted or would result, separately or in the aggregate, in the

payment of any "excess parachute payments" within the meaning of Section 280G of

the Code (i.e., a golden parachute).

(k) None of the Employee Plans and Benefit Arrangements maintained or

administered by Seller is presently under audit or examination (nor has notice

been received of a potential audit or examination) by any Governmental Entity,

and no matters are pending with respect to any Employee Plan under any voluntary

compliance resolution or similar program administered by any Governmental

Entity.

<PAGE>

Section 3.23 Taxes. Except as set forth on Schedule 3.23:

(a) All Returns required to be filed on or prior to the date hereof by or

on behalf of Seller and the Partners have been duly filed on a timely basis and

in correct form. Such Returns (including all attached statements and schedules)

are true, complete and correct. An extension of time within which to file any

Return that has not been filed has not been requested or granted. Seller and the

Partners have paid in full all Taxes payable on the Returns or on subsequent

assessments with respect thereto. There are no other Taxes that are payable by

Seller or the Partners or for which any of Seller or the Partners is liable with

respect to items or periods covered by the Returns (whether or not shown on or

reportable on such Returns) or with respect to any taxable period (or portions

thereof) ending on or prior to the Closing.

(b) Seller has withheld or, by the Closing Date, it will have withheld and

paid over all Taxes required to have been withheld and paid over (including any

estimated taxes) with respect to periods (or portions thereof) ending on or

prior to the Closing Date. Seller has complied with all information reporting

and backup withholding requirements, including maintenance of required records

with respect thereto in connection with amounts paid or owing to any employee,

creditor, independent contr

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