VESSEL CONSTRUCTION CONTRACT

                                                                    EXHIBIT 10.1

                          VESSEL CONSTRUCTION CONTRACT

     THIS CONTRACT entered into as of this September 6, 2005 by and between

Trinity Marine Products, Inc., a corporation organized and existing under the

laws of the state of Delaware (the "Builder"), and M/G Transport Services, Inc.,

a corporation organized and existing under the laws of the state of Ohio the

"Purchaser").

                              W I T N E S S E T H:

ARTICLE I - DESCRIPTION OF VESSEL:

     Builder, in consideration of the obligations of Purchaser set forth in this

Contract, agrees to build, equip, and complete, free and clear of any liens,

claims and encumbrances, the barge(s) (hereinafter referred to as the "Vessel",

whether one or more), described on the attached Exhibit "A" and which shall be

constructed in accordance with the documents referred to in such Exhibit

(hereinafter, the "Contract Documents"), all of which have concurrently been

identified by the parties and made a part of this Contract as if fully set forth

herein.

     Except for any Purchaser furnished equipment as may be listed in the

Contract Documents, Builder agrees to furnish all plant, labor, tools, equipment

and material, consumable or direct, necessary for the construction and delivery

of the Vessel.

     The Vessel shall be constructed to meet the applicable requirements of the

regulatory bodies as set forth in the Contract Documents and, to the extent

required by the Contract Documents; certificates evidencing the required

classifications shall be furnished by Builder to Purchaser.

     If any changes in the rules and regulations of the American Bureau of

Shipping or other applicable classification society or of any governmental

agency are made subsequent to the date of execution of this Contract

necessitating alterations or additions to the Vessel, the result of which is the

cost of the Vessel is increased and/or the time required for completion for the

Vessel is extended, Purchaser shall authorize, and pay for, as a change order

under this Contract, any such alterations, additions, outfit and/or equipment,

and shall grant Builder any extension of the Date of Delivery, as defined in

this Contract, as may be required to comply with any such regulatory change.

     All provisions, conditions or requirements contained in the Contract

Documents and any other provision, condition or requirement inconsistent or in

conflict with the provisions of this Contract are superseded by this Contract,

it being the intent of the parties that the provisions of this Contract shall

prevail. If there is any conflict or inconsistency between the Drawings and

Specifications, the Specifications shall control.

ARTICLE II - PRICE AND PAYMENT:

     Purchaser agrees to pay Builder for each Vessel the sum(s) as set forth in

Exhibit "A" in United States Dollars (hereinafter the "Contract Price".) The

schedule of payments to be made by Purchaser for the Vessel is also set forth in

Exhibit "A" to this Contract.

     Builder shall submit invoices for each payment as set forth on Exhibit "A",

except for any initial payment, with invoice(s) being due and payable according

to the terms of Exhibit "A". Builder may, in its discretion, charge Purchaser

interest on any amounts hereunder, if not paid when due, at the rate of 2-1/2%

per annum above the prime rate of JPMorgan Chase Bank, Houston, Texas, accruing

from the date such amount is due until paid in full. The full Contract Price,

including any amounts or credits due for extras, change orders, other additional

costs as provided in this Contract, and interest shall be paid in immediately

available funds upon delivery of the Vessel. If any invoice is not paid when

due, Builder may, at its discretion, withhold issuance and delivery of the

Builder's Certificate until receipt of payment, including payment of any accrued

interest.

     Additionally, as security for the payment and fulfillment of its

obligations to Builder hereunder, Purchaser hereby grants to Builder a first

priority security interest in the Vessel and the products, proceeds and

accessions of and to the Vessel, together with all right, title and interest of

Purchaser therein and all rights and remedies which Purchaser might exercise

with respect thereto but for the execution of this Contract. Purchaser

acknowledges that this Agreement shall constitute a security agreement between

the parties, and Purchaser shall promptly take all action requested by Builder

to create, establish, maintain and perfect such a security interest, including,

but not limited to, executing security agreements and uniform code financing

statements in forms approved by Builder in its sole and absolute discretion.

Builder agrees to not record its security interest unless payment is not

properly made when due hereunder and Builder gives Purchaser notice of any such

filing. Upon Builder's receipt of payment of the Contract Price, plus any

accrued interest, for the Vessel, the security interest as to each paid Vessel

shall terminate.

     If any invoice is not paid when due, Builder may, at its discretion,

suspend or reschedule progress of the work (such right being in addition to any

other right at law or in equity), and Purchaser shall then be obligated to

Builder, in addition to other amounts becoming due hereunder, for any direct

costs resulting from such suspension or rescheduling of the work. In addition to

any other remedies available to Builder at law or in equity, Builder shall be

entitled either to terminate this Contract or to sue Purchaser for specific

performance of this Contract. If Builder elects to terminate this Contract,

Builder shall have the option, in its sole discretion, to (i) sue Purchaser for

damages as a result of its breach and apply any deposits or other payments made

hereunder toward those damages, or (ii) retain title to the Vessel, free of any

claim of Purchaser, and retain any deposits or other payments made hereunder. In

any such event, Builder shall have no further obligation whatsoever to

Purchaser.

ARTICLE III - TIME AND CONDITIONS OF DELIVERY:

     The Vessel, after completion, in accordance with the Contract Documents,

shall be delivered to Purchaser, on or before the date indicated on the attached

Exhibit "A" (hereinafter called the "Date of Delivery") , or on such later date

or dates as provided for in Articles I, IV, and VI hereof (the "Extended Date of

Delivery").

     Builder shall deliver the Vessel to Purchaser at a location as set forth on

the attached Exhibit "A" (the "Place of Delivery"). All costs and expenses of

transporting the Vessel to the Place of Delivery, if other than Builder's yard,

shall be borne by and be the obligation of the Builder. All costs and expenses

of operating and/or transporting the Vessel after it has reached the Place of

Delivery shall be borne by and be the obligation of Purchaser.

     Builder shall furnish Purchaser on delivery of the Vessel a Builder's

Certificate, together with any other documents as may be required by the

Contract Documents. Builder shall also furnish whatever other documents that may

be required by any regulatory agency of the United States having relevant

jurisdiction in order for Purchaser to document the Vessel in its name. Any cost

or expense in connection with the documentation of the Vessel with the U. S.

Coast Guard or other governmental agency shall be paid by Builder.

     The Vessel shall be delivered by Builder to Purchaser with a clear and

merchantable title, free and clear of all maritime and non-maritime liens,

claims, encumbrances and charges of whatsoever kind and nature. In addition to

and notwithstanding the foregoing, Builder agrees to indemnify Purchaser and

hold it harmless from and against all liens and claims for labor, material, or

the like arising solely out of, in connection with, or resulting from the

operations or activities of Builder, its employees or agents or subcontractors

and the employees or agents of their subcontractors, and agrees to defend any

such claim asserted or suit brought against Purchaser and to pay any judgment

rendered in any such action.

     Purchaser shall execute a Delivery and Acceptance Certificate immediately

prior to the time of delivery of the Vessel, substantially in the form of

Exhibit "B".

     Should Purchaser fail to take delivery of the Vessel within ten (10) days

of receipt of written notice that the Vessel is complete and available for

Delivery in accordance with the Contract Documents, Purchaser shall be in

default of this Contract, and Builder shall have the right to mitigate its

damages and protect its rights and interests, including, but not limited to, the

right to sue for specific performance of this Contract, to retain any deposits

or other payments made hereunder, to retain title to the Vessel and/or to sell

the Vessel free of any claim of Purchaser at a price acceptable to Builder.

Builder's exercise of the foregoing remedies, or any other remedies or rights,

shall not be deemed a waiver or release by Builder of any other rights or

remedies that Builder may have at law or in equity, including, but not limited

to, the right to sue for any additional damages, costs, expenses or attorneys'

fees incurred by Builder as a result of Purchaser's default.

ARTICLE IV - CHANGES IN THE DRAWINGS AND SPECIFICATIONS:

     Subject to the requirements of other work and orders, both current and

future, in Builder's yard, Purchaser has the right to request any deletions from

or additions to the plans and specifications for the Vessels on giving due

notice in writing to Builder, the dollar amount of any such changes to be agreed

upon in advance by Purchaser and Builder, and added to, or deducted from, the

total Contract Price for the Vessels. If any such change shall delay the

completion of the Vessel, Builder shall be allowed a reasonable extension of

time of the Date of Delivery for such Vessel sufficient to cover such delay. A

statement of the increase or decrease of the Contract Price, and/or any

additional contract time required, as aforesaid, shall be submitted to Purchaser

by Builder, and shall be approved by Purchaser in writing (which approval shall

not be unreasonably withheld) before any such change is made. Notwithstanding

the foregoing, no change shall be made in the general dimensions and/or

characteristics of the Vessel which would diminish the capacity of the Vessel to

perform as originally intended by the Contract Documents, except by mutual

consent of the parties.

ARTICLE V - INSPECTION BY PURCHASER'S REPRESENTATIVE(S):

     Builder will furnish reasonable space at its yard for the duly authorized

representative (s) of Purchaser who shall have reasonable access to the work of

Builder during normal yard hours. Purchaser's representative (s) shall promptly

inspect and accept all workmanship and material which is in conformity with the

Contract Documents and shall, with equal promptness, reject all workmanship and

material which does not comply with the Contract Documents, provided that the

acceptance of such workmanship and material by Purchaser's representative shall

not prejudice the rights of Purchaser under the provisions of Article VII

hereof. Purchaser's representatives shall comply with all safety procedures and

rules of Builder then in effect in Builder's yard.

ARTICLE VI - FORCE MAJEURE:

     The Date of Delivery of the Vessel shall be subject to extension by reason

of Force Majeure, which term is hereby defined to include all causes whatsoever

beyond the reasonable control of Builder, including, but not be limited to, the

following: strikes, lockouts or other industrial disturbances; shortages or late

delivery of supplies, equipment or material (including steel, tubing, piping,

wiring and all components); unavailability, interruptions or inadequacy of fuel

supplies; acts of God; acts of the Purchaser, its officers, directors,

employees, agents or contractors; war, preparation for war or the acts or

interventions of naval or military executives or other agencies of government;

blockade, sabotage, vandalism, malicious mischief, bomb scares, insurrection or

threats thereof; landslides, floods, hurricanes and earthquakes; collisions or

fires; delays of subcontractors or of carriers by land, sea or air; non-delivery

and/or late delivery of any Purchaser-furnished supplies, material, equipment or

labor, including plans, drawings or engineering; delays due to changes in

drawings or specifications; and any delays in a previously contracted Vessel,

which precede the Vessel, the subject of this Contract, in Builder's production

schedule caused by one of the circumstances enumerated in this Contract. Adverse

weather, including but not limited to, rain, temperature or high humidity, shall

not be considered a Force Majeure event unless its occurrence requires a shut

down of a substantial portion of Builder's yard and/or the painting/coating area

of Builder's yard prior to 12:00 noon on a regularly scheduled work day and, for

each such day, Builder shall be entitled to an extension of the Delivery Date

equal to one (1) regularly scheduled work day of the Builder (which is Monday

through Friday and excludes Saturdays, Sundays and holidays). Delays in

receiving material, equipment or fuel, short deliveries thereof (except

Purchaser-furnished material) or delays of subcontractors shall be considered

Force Majeure events only if Builder shows that such materials, equipment, fuel

or services were timely ordered, that due diligence was exercised to obtain

timely delivery thereof and that no other alternate source of supply was

reasonably available.

     Shortages of skilled workers shall not be considered a Force Majeure event

unless Builder shows that diligence has been used in recruiting, hiring and

maintaining a sufficient work force and that Builder's wage scale for each

classification of employee, during the pendency of this Contract, retains the

same competitive relationship as exists as of the date of this Contract between

Builder's labor force and that of comparable yards in the geographic area of

Builder's yard in which the Vessel is being constructed.

     If the completion of the Vessel is delayed by one or more events of Force

Majeure, the Date of Delivery shall be extended by a period of time as may be

reasonably necessary under the circumstances to complete the Vessel, and at a

minimum, shall be equal to one (1) regularly scheduled work day of the Builder

(which is Monday through Friday and excludes Saturdays, Sundays and holidays)

for each day, or portion thereof, by which the delivery of the Vessel was

delayed by such events of Force Majeure. However, the Date of Delivery shall not

be extended unless Builder notifies Purchaser in writing within twenty (20) days

of the beginning of a delay caused by a Force Majeure event, describing the

circumstances and providing an estimate, if possible, of the extent of the

probable delay.

ARTICLE VII - WARRANTY:

     A. Warranty for Vessel

     Builder warrants to Purchaser that the Vessel shall be free from defects in

workmanship and shall conform to the requirements of the Contract Documents.

     B. Warranty for Application of Paints, Coatings, Primers and Sealant

     Builder warrants that it will purchase paints, coatings, primers and/or

sealant of good marine quality in accordance with the contract documents and

that it will apply the paints, coatings, primers and/or sealant in accordance

with the specifications and recommendations of the manufacturer of the paints,

coatings, primers and/or sealant.

     C. Warranty Period

     Builder shall have no responsibility whatsoever with respect to any claim

under Sections A and B of this Article VII which is not received in writing by

Builder within one hundred eighty (180) days from the Delivery Date, as

specifically defined in this Article VII (such 180 day period being hereinafter

referred to as the "Warranty Period"). For purposes solely of this Article VII,

"Delivery Date" shall be defined as the earlier of the following: (1) fourteen

(14) days after date of a written notice from Builder that the Vessel is

complete in accordance with the Contract Documents and available for delivery,

or (2) the date of actual physical delivery of the Vessel to Purchaser or

Purchaser's Agent.

     D. Builder's Obligation under Warranty and Claims Notice

     In the event Purchaser notifies Builder in accordance with Section C of

this Article VII of any claim covered under Sections A and B of this Article VII

(which notice Purchaser agrees shall set forth with specificity the Vessel

effected and the nature and location of the defect), and upon inspection

thereafter by Builder at which time Builder confirms that the warranted defect

set out in the notice in fact exists, Builder shall promptly correct the

nonconforming work by making repairs or replacements at its option at one of

Builder's yards without expense to Builder for transporting the Vessel, or any

component thereof, to or from that yard; provided, however, that if it is not

practical to have the Vessel proceed to such yard, Purchaser may, with prior

written consent of Builder, have such repairs or replacements made elsewhere,

and, in such event, Builder shall reimburse Purchaser an amount equivalent to

the lesser of (i) the amount Builder would have expended at its own yard at

Builder's then prevailing rates, or (ii) the amount actually expended by

Purchaser, provided, however, that in no event shall Builder be liable to

Purchaser for any amount in excess of the cost of repairs or replacements as

specified above. Builder shall not be obligated to repair or replace any

material or equipment, if: (1) such repair or replacement is caused, in whole or

in part, by the negligent operation or maintenance of the Vessel, its equipment,

or components or (2) Purchaser fails to provide Builder with access to the

Vessel, within a reasonable period of time, to conduct any inspections, repairs

or replacements. Notwithstanding the foregoing, if Purchaser fails to give

Builder access to the Vessel within ninety (90) days after Builder's receipt of

notice of nonconforming work or defect, then Builder shall have no

responsibility to perform any repair or replacement under this warranty.

     E. Warranty Exclusions and Assignments

     OTHER THAN AS SET OUT IN SECTION B OF THIS ARTICLE VII, BUILDER MAKES NO

WARRANTY, EXPRESSED OR IMPLIED, WITH RESPECT TO PAINTS, COATINGS, PRIMERS AND/OR

SEALANT OR THE PRODUCT MANUFACTURER'S SPECIFICATIONS AND RECOMMENDATIONS.

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