VESSEL CONSTRUCTION CONTRACT

Exhibit 10.1

Description: Twin Screw Heavy Fuel Burning Ocean Tugs (4) and ATB Barges (4)

Page 1 of 2

VESSEL CONSTRUCTION CONTRACT

     THIS VESSEL CONSTRUCTION CONTRACT (the “Contract”) entered into as of this twenty-third of August, 2005, by and between VT HALTER MARINE, INC. (VTHM), a Delaware corporation (hereinafter called “Builder”), and VESSEL MANAGEMENT SERVICES, INC., a Delaware corporation (hereinafter called “Owner”).

WITNESSETH:

ARTICLE I — DESCRIPTION OF THE UNITS

     (a) Description of the Units

     Builder, for and in consideration of the sum to be paid by Owner as hereinafter set forth, agrees to design, engineer, build, launch, equip, outfit, complete and deliver at the shipyard as designated in the attached Exhibits, free and clear from liens, claims and encumbrances, four (4) 135’ x 42’ x 22’ Twin Screw Heavy Fuel Burning Ocean Tugs and four (4) 587’ x 74’ x 40’ Ocean ATB Barges (hereinafter individually referred to as the “Vessel(s)” and a Tug and Barge set is collectively referred to as the “Unit(s)”, each of which is more particularly described on the attached Tug Exhibits “A-1-T”, “A-2-T”, “A-3-T” and “A-4-T” and Barge Exhibits “A-1-B”, “A-2-B”, “A-3-B”, “A-4-B”which shall be constructed in accordance with this Contract , those specifications listed on attached Tug Exhibit “B-1” and Barge Exhibit “B-2” and the Plans and Drawings listed on the attached Tug Exhibit “C-l” and Barge Exhibit “C-2” all of which have concurrently been identified and initialed by the parties hereto and made a part hereof as if fully set forth herein. (The Units referred to in the preceding sentence may be referred to as “Unit No. HFO-1”, “Unit No.HFO-2”, “Unit No.HFO-3” and “Unit No.HFO-4” or “Units 1-4” as the context may require.)

     For purposes of this Contract, the Contract Documents shall consist of the following documents (as each is defined in the Contract): this Contract, Tug Exhibits A-1-T, A-2-T, A-3-T and A-4-T, Barge Exhibits A-1-B, A-2-B, A-3-B and A-4-B, Tug Specifications listed on Exhibits B-1 and Barge Specifications B-2, Plans and Drawings

listed on Tug Exhibits C-l and Barge Exhibits C-2, any Change Orders executed pursuant to Article IV hereof and amendments in writing properly signed by the parties.

     Except for any Owner-furnished equipment and materials as may be listed in the Contract Documents in connection with construction of the Vessels (collectively, the “Owner Furnished Equipment”), Builder agrees to furnish all facilities, labor, tools, equipment and material necessary for the construction and delivery of the Vessels.

     The Units shall be constructed and completed in a good and workmanlike manner with the use of good commercial shipyard practices and marine engineering and procedures to meet the applicable requirements of regulatory bodies as set forth in the Contract Documents, and certificates evidencing the fact that the Units meet required classifications, shall be furnished by Builder to Owner.

     The Units are to be documented for full ocean service with coastwise rights under the laws of the U.S. and are to be designed, constructed, equipped and outfitted by Builder to comply with and obtain certificates showing compliance with all applicable requirements, as of the Delivery Date, of the American Bureau of Shipping, U.S. Coast Guard or any other applicable regulatory agencies referred to in the Contract Documents. The Contractor shall build the Units under the supervision and survey of the American Bureau of Shipping so that on delivery the Tug Vessels achieve the class notation ABS XAl Towing Vessel XAMS and the Barge Vessels achieve the class notation ABS XAl Oil and Chemical Tank Barge SH free of all conditions, notations, qualifications, recommendations, reservations and restrictions. If any enforced changes in the American Bureau of Shipping or other applicable classification societies’ rules or in the applicable rules of any governmental agency are made subsequent to the date of this Contract necessitating alterations or additions to a Vessel or a Unit, whereby the cost of a Vessel or a Unit is increased, the time required for completion for a Vessel or a Unit is extended and/or a Vessel or a Unit will not attain the performance criteria required by Article X, Owner shall authorize, and pay for such alterations, additional work items, outfit and/or equipment, and shall authorize such additional time as may be required to meet the enforced changes and the required performance criteria, in accordance with Article IV (Changes in the Plans and Specifications) hereof. If the parties agree that such alterations

or additions do not involve additional time or cost, they shall be completed by Builder as part of this Contract in accordance with the terms and provisions hereof.

     All classification, certification, testing, survey and other fees and charges payable to the American Bureau of Shipping and any other third party regulatory bodies required by the Contract in relation to the construction of the Unit shall be for the account of the Builder.

     Owner shall be solely responsible for ensuring that all Owner Furnished Equipment meets all applicable classification and regulatory requirements.

ARTICLE II — PRICE AND PAYMENT:

     Owner, in consideration of the true and faithful performance on the part of the Builder, agrees to pay to Builder the sum of THIRTY EIGHT MILLION TWO HUNDRED THOUSAND DOLLARS AND NO CENTS ($38,200,000) (hereinafter called the “Contract Price”) each for Unit No.HFO-1, Unit No.HFO-2, Unit No.HFO-3 and Unit No.HFO-4. The portion of the Contract Price attributable to each Vessel (hereinafter called the “Assigned Value”) is contained in Tug Exhibits A-1-T, A-2-T, A-3-T and A-4-T, Barge Exhibits A-1-B, A-2-B, A-3-B and A-4-B, for each Unit. Payments for the Assigned Value are to be made based on the progress of each Vessel in accordance with the Payment Schedules set forth in Tug Exhibits A-1-T, A-2-T, A-3-T and A-4-T, Barge Exhibits A-1-B, A-2-B, A-3-B and A-4-B. The Contract Price is a fixed price and may be adjusted only in strict accordance with, and subject to, the express provisions of this Contract. For the avoidance of doubt, the Contract Price includes: (i) the cost of the Unit completed in accordance with the requirements of this Contract; (ii) the cost of all Builder furnished materials and construction work and the cost of all tests and trials of the Unit to be performed by, or on behalf of, the Builder; (iii) the cost of procuring the classification notation for the Unit, and of obtaining all certificates and other documents that are required to be delivered pursuant to this Contract; and (iv) all other costs and expenses of the Builder as provided for herein or otherwise incurred by the Builder unless expressly provided for in this Contract as being for the Owner’s account. No commission of any kind whatsoever is or will be payable (whether directly or indirectly) by or to any person in relation to or in connection with this Contract or any

of the business transactions described in or contemplated by this Contract. The Contract Price for Units 1, 2, 3 and 4 includes the cargo heating systems and Easy Chemical capability for those Units.

     In the event the Down Payment for each Vessel, as required by Tug Exhibits A-1-T, A-2-T, A-3-T and A-4-T, Barge Exhibits A-1-B, A-2-B, A-3-B and A-4-B is not tendered to Builder in immediately available funds by the close of business on the fifth (5^th) business day following the full execution of this Contract, Builder shall have the right to terminate this Contract, in which event neither party shall have any further liability to the other. In the event Builder chooses not to terminate this Contract, then the Stipulated Delivery Date (as described in Tug Exhibits A-1-T, A-2-T, A-3-T and A-4-T, Barge Exhibits A-1-B, A-2-B, A-3-B and A-4-B) shall be extended by one day for each full business day the Down Payment is delayed beyond the fifth (5^th) business day following execution of this Contract.

     The Builder shall submit to Owner appropriate invoices and/or certificates for the progress payments for each Vessel in accordance with the Payment Schedule set for in Tug Exhibits A-1-T, A-2-T, A-3-T and A-4-T, Barge Exhibits A-1-B, A-2-B, A-3-B and A-4-B which shall be due and payable twenty (20) business days after the receipt of each invoice. Builder may, at it discretion, charge Owner interest on any amount due hereunder, if not paid within five (5) business days after it is due, at the per annum rate of 2% over the Chase Manhattan Bank prime rate or the maximum rate allowed by law, whichever is less, with such interest being due from the date such amount is due until paid in full. Payments for all Change Orders and all other additional costs mutually agreed to in accordance with the terms of this Contract but not set forth in the Payment Schedule, less credits for any deductions, shall be made in accordance with the terms of the negotiated Change Order and in any event prior to delivery of the Unit or Vessel to which the change order or additional cost pertains. The Assigned Value must be paid in accordance with the Payment Schedule set forth in Tug Exhibits A-1-T, A-2-T, A-3-T and A-4-T, Barge Exhibits A-1-B, A-2-B, A-3-B and A-4-B.

     If any progress payment shall not be made within five (5) business days after it is due in accordance with the Contract Documents including, but not limited to, Tug Exhibits A-1-T, A-2-T, A-3-T and A-4-T, Barge Exhibits A-1-B, A-2-B, A-3-B, and A-4-

B, Builder may, in its sole discretion, suspend or reschedule progress of the work (such right being in addition to any other right set forth herein or at law or in equity) and Owner shall then be obligated to pay Builder, in addition to other amounts becoming due hereunder, all documented direct costs resulting from such suspension or rescheduling of the work. In the event of delay by Owner in payment of any amount due and payable, Builder shall not be obligated to reschedule progress of the work as herein authorized, but may pursue any and all remedies at law or in equity for enforcement of its rights, provided that Owner be given ten (10) days prior written notice before Owner is considered to be in default.

     The making of any partial payments shall in no way estop Owner from thereafter asserting any right or remedy accruing to it because of failure of Builder to deliver the completed Units in accordance with the terms hereof.

ARTICLE III — TIME AND CONDITIONS OF DELIVERY AND ACCEPTANCE; TITLE:

     Builder shall deliver the Units to Owner at a location set forth on the attached Tug Exhibits A-1-T, A-2-T, A-3-T and A-4-T, Barge Exhibits A-1-B, A-2-B, A-3-B and A-4-B (the “Place of Delivery”) by the Stipulated Delivery Dates (as defined in Tug Exhibits A-1-T, A-2-T, A-3-T and A-4-T, Barge Exhibits A-1-B, A-2-B, A-3-B and A-4-B). All costs and expenses of transporting each Unit to the Place of Delivery shall be borne by and be the obligation of Builder. All costs and expenses of operating and/or transporting the Units after each has reached the Place of Delivery and been accepted by Owner shall be borne by and be the obligation of Owner.

     Each Unit shall not be tendered to Owner and Owner shall not be required to accept delivery of the Unit, unless and until: