AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.2

Execution Copy

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AMENDED AND RESTATED EMPLOYMENT AGREEMENT effective as of the 1st day of January 2005 (the “ Effective Date ”), by and between DAVID L. LAXTON, III , an individual whose address is 7944 Wrenwood Blvd, Unit A, Baton Rouge, Louisiana 70809 (the “ Executive ”), EDGEN LOUISIANA CORPORATION , a Louisiana corporation (“ EDGEN ” or the “Company”), and EDGEN CORPORATION , a Nevada corporation (“ Parent ”).

W I T N E S S E T H

WHEREAS, the Executive served as the Executive Vice President and Chief Financial Officer of Parent and EDGEN pursuant to an Employment Agreement dated January [1], 2004 (the “ Prior Agreement ”), by and between EDGEN and the Executive;

WHEREAS, Parent and EDGEN seek to utilize the Executive’s knowledge, experience, talents and abilities; EDGEN desires to continue to employ the Executive as the Executive Vice President and Chief Financial Officer of Parent and of EDGEN, and the Executive desires to be so employed, subject to the terms and conditions set forth herein;

WHEREAS, EDGEN is a wholly-owned subsidiary of Parent; and

WHEREAS, the Executive and EDGEN wish to amend and restate the Prior Agreement in its entirety in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby amend and restate the Prior Agreement as follows:

1.1  General Provision . Subject to the terms and conditions hereinafter set forth, EDGEN hereby agrees to employ the Executive, and the Executive hereby agrees to serve as the Chief Financial Officer and Executive Vice President of EDGEN and of Parent, effective on the Effective Date. The Executive agrees to perform such services customary to such office as shall from time to time be assigned to him by the Board of Directors of Parent and/or EDGEN and/or by Parent’s Chief Executive Officer. The Executive further agrees to use his best efforts to promote the interests of EDGEN and Parent, and to devote his full business time, business energies, and skill to the business and affairs of EDGEN and of Parent in accordance with the directions and orders of the Board of Directors of EDGEN and/or Parent and/or the Parent’s Chief Executive Officer (the “Chief Executive Officer”). The Executive may participate in reasonable outside charitable or unrelated business activities as long as such activities do not take up a significant amount of the Executive’s time and energies or interfere in any way with the performance of the Executive’s duties hereunder, and to the extent that any such activities do require the Executive to devote a significant amount of his time and energies, such activities must be approved in advance by the Board of Directors of EDGEN.

1.2 Location of Employment . Unless otherwise agreed by Executive, Executive’s principal place of employment shall be within 50 miles of the Company’s principal executive offices located in Baton Rouge, Louisiana. If executive should agree to any other location, the Company shall (a) pay all out of pocket expenses incurred by Executive in connection with the relocation; and (b) if requested by Executive, shall purchase his residence at fair market value as determined by a real estate appraiser, mutually selected by the Company and Executive. If agreement cannot be reached, each party may select one appraiser and they shall agree on a third appraiser. The average of the three appraisals shall become the fair market value. All expenses incurred in connection with the appraisers shall be paid by the Company.

2.      Term of Employment . The Executive’s “ Employment Term ” pursuant to this Agreement shall commence on the Effective Date and, unless terminated earlier pursuant to Section 4 hereof, shall terminate upon the third anniversary of the Effective Date; provided , however , that after the third anniversary, the Employment Term shall automatically be extended for additional periods of one (1) year each unless either EDGEN or the Executive elects not to extend such term by giving written notice thereof at least thirty (30) days prior to the end of the then current term; provided , further , however , that if the Executive is terminated pursuant to Section 4 below, there shall be no automatic renewal of the Employment Term. For purposes hereof, the last day of the Employment Term shall be deemed the “ Expiration Date .”

3.1.  Base Salary . As compensation for the services rendered by the Executive hereunder, EDGEN shall pay, or shall cause to be paid, to the Executive during the Employment Term, and the Executive shall accept, compensation at the rate of Two Hundred Twenty-Five Thousand Dollars ($225,000) per annum (the “ Annual Base Salary ”). EDGEN’s obligation to pay the Annual Base Salary shall begin to accrue on the Effective Date and shall be paid in accordance with EDGEN’s customary payroll practices which are in effect from time to time during the Employment Term. The Annual Base Salary may be increased at any time during the Employment Term by action of the Board of Directors. The Executive’s Annual Base Salary shall be subject to all applicable withholding and other taxes.

3.2.  Annual Bonus . In addition to the Annual Base Salary set forth above, during the Employment Term, with respect to each fiscal year of EDGEN, subject to Section 5.1, the Executive shall be entitled to receive an annual bonus (the “ Annual Bonus ”) calculated in accordance with Schedule A attached hereto. The Annual Bonus shall be payable by EDGEN to the Executive with respect to each year ending on December 31 by April 1 of the following year.

3.3.  Other Employment Benefits . During the Employment Term, the Executive shall be entitled to the following employment benefits:

(a) four (4) weeks of paid vacation in each fiscal year of EDGEN while the Executive is employed hereunder (one (1) week of which, if not used by the Executive in any given fiscal year, may be carried over to the next fiscal year; provided , that the Executive shall not have more than five (5) weeks of paid vacation in any given fiscal year as a result of such carry over), and sick leave in accordance with EDGEN’s policies from time to time in effect for executive officers of EDGEN; provided , that, except as provided herein, vacation and/or sick

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leave time not used in any year may not be carried over or transferred from one year to another or converted to cash, except in a year in which there is a Change of Control (as hereinafter defined) where the Executive is no longer employed;

(b) participation, subject to qualification requirements, in medical, life or other insurance or hospitalization plans and long-term disability policies which are presently in effect or hereinafter instituted by EDGEN and applicable to its executive officers generally;

(c) participation, subject to classification requirements and continued maintenance thereof by EDGEN in other Executive benefit plans, such as pension and profit sharing plans, which are from time to time applicable to EDGEN’s executive officers generally;

(d) an automobile allowance of $1,200 per month, which shall be used by the Executive to cover all lease and insurance payments with respect to one automobile of the Executive’s choice for business purposes, which automobile’s retail value shall not exceed $75,000. The Executive shall provide proof of insurance in limits and with a company approved by EDGEN. EDGEN shall also be listed as a “named insured” under the policy. EDGEN shall reimburse the Executive, upon the presentation of appropriate receipts, for all reasonable and necessary maintenance, repair and gasoline costs incurred by the Executive in connection with the use of such automobile; provided , that such costs are directly related to the performance by the Executive of his obligations to EDGEN and/or to Parent hereunder;

(e) EDGEN shall purchase (subject to the insurability of the Executive at standard rates) a life insurance policy in the amount of $1,000,000 on the life of the Executive to provide benefits under Section 5.2 (b) hereof; and

(f) a supplemental payment of $7500 per annum (the “Supplemental Payment”), which shall be paid in accordance with EDGEN’s customary payroll practices which are in effect from time to time during the Employment Term.

3.4.  Expenses . During the Employment Term, the Executive shall be entitled to receive prompt reimbursement from EDGEN or all travel, entertainment and out-of-pocket expenses which are reasonably and necessarily incurred by the Executive in the performance of his duties hereunder (including up to $400 monthly for club dues in connection with membership in one country club or similar organization); provided, that, the Executive properly accounts therefor in accordance with EDGEN’s policies as in effect from time to time and such expenses are approved by the Chief Executive Officer.

3.5  Tax Preparation . The Company will reimburse Executive for the cost of tax and financial preparation and planning, including services that may be requested by Executive from time to time pertaining to this Agreement, which shall be limited to $1,500 per year, increased by the greater of (i) six (6%) percent per year or (ii) the annual percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) as published by the Bureau of Labor Statistics, U.S. Department of Labor.

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4.1.  Disability . In the event that at any time during the Employment Term, the Executive, due to physical or mental injury, illness, disability or incapacity, including “disability” within the meaning of the disability plan(s) that EDGEN then has in effect entitling the Executive to benefits thereunder (a “ Disability ”), shall fail to perform satisfactorily and continuously the duties assigned to him and the services to be performed by him hereunder for a period of three (3) consecutive months or for a non-consecutive period of five (5) months within any twelve (12) month period, EDGEN may terminate his employment for Disability upon not less than thirty (30) days prior written notice by delivery of a Termination Notice (as defined below) to the Executive specifying that the Executive is being terminated for Disability.

4.2.  Death . The Executive’s employment shall terminate immediately upon the death of the Executive.

4.3.  Cause . EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “ Termination Date ”) of such Termination Notice. For purposes hereof, termination for “ Cause ” shall mean (i) a conviction of, a plea of nolo contendere , a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided , that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided , however , the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month period.

4.4.  Voluntary Termination by EDGEN . EDGEN may, at any time, and in its sole discretion, terminate the employment of the Executive hereunder for any reason other than for Cause by the delivery to the Executive of a Termination Notice, effective as of the date of such Termination Notice.

4.5.  Termination by EDGEN in Conjunction with a Change of Control . For purposes of this Agreement, a “ Change of Control ” means the sale of Parent whether by, merger, consolidation, recapitalization, reorganization, sale of securities, sale of assets or otherwise in one transaction or a series of related transactions to a person or persons (other than to funds managed by Jefferies Capital Partners or to any person, persons or entities affiliated therewith), pursuant to which such person or persons (together with its affiliates) acquires (i) securities representing at least a majority of the voting power of all securities including all securities

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convertible, exchangeable or exercisable for or into voting securities of Parent, assuming the conversion, exchange or exercise of all securities convertible, exchangeable or exercisable for or into voting securities (other than in connection with a successfully completed firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act), or (ii) all or substantially all of the consolidated assets of Parent. EDGEN may terminate the employment of the Executive hereunder in conjunction with any Change of Control by delivery to the Executive of a Termination Notice, effective as of the date stated in the Termination Notice.

4.6  Resignation by Executive in Conjunction with a Change of Control.  In the event of a “Change of Control” as defined above, the Executive may elect to resign his position and upon such resignation shall be entitled to a Severance Package and benefits as set forth in Section 5.5 below.

4.7  Termination Notice . For the purposes hereof “ Termination Notice ” shall mean a written notice delivered by EDGEN and/or Parent to the Executive specifying that EDGEN and/or Parent has terminated the Executive’s employment hereunder.

5.       Compensation and Benefits During Disability and Upon Termination . During a Disability Period (as herein defined) or upon the termination of the Executive’s employment hereunder, the Executive shall be entitled to the following benefits:

5.1.  Disability . During any period (the “ Disability Period ”) that the Executive, due to Disability fails to perform satisfactorily and continuously the duties assigned to him and the services to be performed by him hereunder, EDGEN shall continue to pay to the Executive the Annual Base Salary (as in effect at such time) in accordance with the provisions of Section 3.1 hereof, less any compensation payable to the Executive under the applicable disability insurance plan(s) of EDGEN during such Disability Period. Thereafter, if the Executive’s employment hereunder is terminated pursuant to Section 4.1 hereof, EDGEN shall have no further obligations hereunder after the Termination Date other than the payment of (a) any Annual Base Salary accrued and unpaid on the Termination Date; (b) the Annual Base Salary (as in effect during the year of such termination) payable in accordance with EDGEN’s customary payroll practices (less any compensation payable to the Executive under the applicable disability insurance plan(s) of EDGEN), for the twelve (12) month period immediately following the Termination Date; and (c) any Annual Bonus accrued and unpaid on the Termination Date for the year prior to the year in which the Executive’s termination occurs and the Executive’s pro rata portion of the Annual Bonus due pursuant to Section 3.2 hereof for the year in which such termination occurs (based upon the number of days during such year that the Executive was employed (excluding any Disability Period) over 365 days), payable on the same date as such Annual Bonus would have been payable for such year pursuant to Section 3.2 hereof had the Employment Term not been so terminated.

5.2.  Death . If the Executive’s employment is terminated pursuant to Section 4.2 hereof as a result of the Executive’s death, EDGEN shall have no further obligations hereunder after the date of the Executive’s death other than the payment to the Executive’s spouse, or in default thereof, to the Executive’s estate, legal representative, or heirs (“ Appropriate Beneficiary ”) of:

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(a) any Annual Base Salary or Annual Bonus accrued and unpaid at the date of the Executive’s death; and

(b) the proceeds of a life insurance policy on the life of the Executive in the amount of $1,000,000, obtained by EDGEN. In the event that payment of the proceeds of the policy are refused by the insurer, for whatever reason, and suit is filed against the insurer to force payment of the proceeds, commencing the first EDGEN payroll after suit is filed, EDGEN shall begin paying the Appropriate Beneficiary, in accordance with its customary payroll practices, one twelfth (1/12) of the Annual Base Salary (as in effect during the year of such death) each month, up to a maximum equal to the Annual Base Salary (as in effect during the year of such death). In the event the suit against the insurer is successful, and insurance proceeds are obtained, EDGEN shall first be reimbursed for all death benefits paid under Section 5.2(b) and all expenses of the suit, and the remainder, or balance of the proceeds, if any, shall be paid to the Appropriate Beneficiary within thirty (30) days of receipt of proceeds from the insurer by EDGEN. EDGEN shall have sole discretion in deciding if any suit will be filed against the insurer and whether or not, and in what amount, any such suit should be settled or compromised. In the event that such policy is not procured, for whatever reason, EDGEN shall pay to the Appropriate Beneficiary the Annual Base Salary (as in effect during the year of such death), payable in accordance with EDGEN’s customary payroll practices, for the 12-month period immediately following the date of the Executive’s death.

5.3.  Cause . If the Executive’s employment is terminated by EDGEN for Cause pursuant to Section 4.3 hereof, EDGEN shall have no further obligations hereunder after the Termination Date other than the payment to the Executive of the Annual Base Salary accrued and unpaid through the Termination Date. EDGEN shall not be obligated to make any bonus payments to the Executive pursuant to Section 3.2 hereof for the year in which such termination occurs or to provide any of the benefits set forth in Section 3.3 of this Agreement after the Termination Date, except as may be required by applicable law. Upon termination of employment for Cause, the Executive shall be responsible for the payment of any COBRA premiums.

5.4.  Voluntary Termination by EDGEN . If EDGEN voluntarily terminates the Executive’s employment hereunder pursuant to Section 4.4 hereof, EDGEN shall have no further obligations hereunder after the Termination Date, except (a) the payment for the greater of either the 12-month period immediately following the Termination Date or the remainder of the Employment Term of the Annual Base Salary (as in effect during the year of such termination) payable in accordance with EDGEN’s customary payroll practices; (b) the payment of the premiums, co-payments and deductible expenses due by the Executive for EDGEN-sponsored medical and health benefits (or the reimbursement of COBRA premiums), but only to the extent permitted by such policies or plans, or as otherwise required by law; provided , however , if the Executive becomes eligible for coverage under any other medical and health policy after termination of employment, or is, or becomes covered by any other medical and health policy, EDGEN’s obligation to pay the premiums, co-payments and deductible expenses due by the Executive for EDGEN-sponsored medical and health benefits shall cease immediately; and (c) the payment of any Annual Bonus accrued and unpaid on the Termination Date for the year prior to the year in which the Executive’s termination occurs and