SECOND AMENDMENT TO RESTATED CREDIT AGREEMENT

       THIS   SECOND  AMENDMENT  TO  RESTATED  CREDIT   AGREEMENT
(hereinafter referred to as the "Agreement") dated as of the 18th
day  of  November, 1997 by and among GLOBAL INDUSTRIES,  LTD.,  a
Louisiana  corporation (the "Borrower"), GLOBAL  PIPELINES  PLUS,
INC.,  a  Louisiana  corporation  ("Plus"),  GLOBAL  DIVERS   AND
CONTRACTORS,  INC.,  a Louisiana corporation  ("Divers"),  GLOBAL
MOVIBLE  OFFSHORE,  INC.,  a Louisiana  corporation  ("Movible"),
PIPELINES,  INCORPORATED, a Louisiana corporation  ("Pipelines"),
GLOBAL   INDUSTRIES   OFFSHORE,  INC.,  a  Delaware   corporation
("Industries Offshore") and GLOBAL INTERNATIONAL VESSELS, LTD., a
Cayman   Islands  corporation  ("International  Vessels")  (Plus,
Divers, Movible, Pipelines, Industries Offshore and International
Vessels  are  collectively  called the "Guarantors"),  BANK  ONE,
LOUISIANA,  NATIONAL ASSOCIATION, a national banking  association
("Bank  One"), ABN AMRO BANK N.V., HOUSTON AGENCY ("ABN"), CREDIT
LYONNAIS NEW YORK BRANCH ("CL"), THE FUJI BANK, LIMITED,  HOUSTON
AGENCY  ("Fuji")  and HIBERNIA NATIONAL BANK  ("Hibernia")  (Bank
One,  ABN,  CL,  Fuji  and Hibernia are hereinafter  referred  to
collectively  as  "Banks", and individually as "Bank")  and  Bank
One, as Agent (in such capacity, the "Agent").

      WHEREAS, Borrower, the Guarantors and the Bank One  entered
into  a Restated Credit Agreement dated as of April 17, 1997 (the
"Credit  Agreement") under the terms of which Bank One agreed  to
provide Borrower with a revolving loan facility in amounts of  up
to $85,000,000.00; and

      WHEREAS,  Bank  One subsequently assigned interest  in  the
Credit  Agreement and the revolving commitment described  therein
to  ABN AMRO Bank N.V., Houston Agency, Credit Lyonnais, New York
Branch,  The  Fuji  Bank, Limited, Houston  Agency  and  Hibernia
National Bank; and

      WHEREAS, Borrower, the Guarantors and the Bank entered into
a  First Amendment to Restated Credit Agreement dated as of  July
23, 1997 (the "First Amendment"); and

      WHEREAS,  the  Agent,  the  Banks,  the  Borrower  and  the
Guarantors  have agreed to further amend the Credit Agreement  to
increase the amount of the Revolving Commitment and made  certain
additional changes thereto.

     NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained the parties agree to amend the Credit
Agreement in the following respects:

      1.   Section 1 of the Credit Agreement is hereby amended in
the following respects:

           (a)   By deleting the definition of "EBITDA"  and
     inserting the following new definition in lieu thereof:

                  "EBITDA"    shall   mean   Borrower's
          consolidated earnings before interest, taxes,
          depreciation  and amortization calculated  as
          of  the  end of each fiscal quarter  for  the
          previous  twelve (12) months ending  on  such
          date."

           (b)   By deleting the definition of "Fixed Charge
     Ratio"  and  inserting the following new definition  in
     lieu thereof:

               "Fixed Charge Ratio" shall mean Net Cash
          Flow  plus  Fixed  Costs divided  by  current
          maturities  of  long-term Debt plus  interest
          expense, Fixed Costs, and, as of any date, an
          amount equal to one-fifth (1/5th) of the  sum
          of  (i) the outstanding principal balance  on
          the  Revolving Loan, (ii) the face amount  of
          all   Letters  of  Credit  issued  under  the
          Revolving  Commitment, (iii) the  outstanding
          principal  balance due to the Banks  pursuant
          to the CCC Credit Agreement."

           (c)   By deleting the definition of "Funded Debt"
     and  inserting  the  following new definition  in  lieu
     thereof:

                ""Funded  Debt" shall mean indebtedness
          created  by  the Borrower and/or Consolidated
          Subsidiaries,   issued   or   incurred    for
          (i)  borrowed money (whether by loan  or  the
          issuance   and   sale  of  debt  securities);
          (ii) obligations to pay the deferred purchase
          or acquisition price of property or services,
          other than trade accounts payable (other than
          for  borrowed  money)  arising,  and  accrued
          expenses incurred, in the ordinary course  of
          business; (iii) Debt of others secured  by  a
          Lien  on  the  property  of  Borrower  and/or
          Consolidated Subsidiaries whether or not  the
          respective Debt so secured has been  assumed;
          (iv)    Letter    of   Credit    obligations;
          (v)   Capital   Leases   or   non-cancellable
          operating leases (excluding therefrom amounts
          owed pursuant to the $28,000,000 Lake Charles
          Harbor and Terminal District Port Improvement
          Revenue    Bonds,   Series    1997    (Global
          Industries,  Ltd.  Project));  and  (vi)  the
          Guaranties and any other financial guaranties
          entered  into  by  the  Borrower  and/or  the
          Consolidated Subsidiaries."

           (d)  By deleting the definition of "Shareholder's
     Equity"  and inserting the following new definition  in
     lieu thereof:

                ""Shareholder's Equity" shall mean  (i)
          the  total  amount of assets of the  Borrower
          and   its  Consolidated  Subsidiaries   (less
          depreciation,  depletion and  other  properly
          deductible    evaluation   reserves)    after
          deducting  good will, patents,  trade  names,
          trade    marks,    copyrights,    franchises,
          experimental expense, organizational expense,
          unamortized  debt discount and  expense,  the
          excess  cost  of  shares acquired  over  book
          value  of  related  assets,  and  such  other
          assets   as   are   properly  classified   as
          "intangible assets" in accordance with  GAAP,
          less  (ii) the total liabilities of  Borrower
          and   its   Consolidated   Subsidiaries,   as
          determined in accordance with GAAP."

           (e)   By  deleting the definition  of  "Revolving
     Commitment" and inserting the following new  definition
     in lieu thereof:

                ""Revolving Commitment" shall mean  (A)
          for   all  Banks,  (i)$160,000,000  from  the
          Effective   Date  through  June   30,   2000;
          (ii)   $120,000,000.00  from  July  1,   2000
          through      June     30,      2001;      and
          (iii)   $80,000,000.00  from  July  1,   2001
          through June 30, 2002 and (B) as to any Bank,
          its obligation to make Advances hereunder  on
          the  Revolving Loan and purchase its Pro Rata
          Part  of participations in Letters of  Credit
          issued hereunder by the Agent in amounts  not
          exceeding  an  amount equal to its  Revolving
          Commitment  Percentage  times  the  Revolving
          Commitment  in  existence  at  the  time   of
          determination."

           (f)   By  deleting the definition  of  "Revolving
     Commitment Percentage" and inserting the following  new
     definition in lieu thereof:

               ""Revolving Commitment Percentage" shall
          mean for each Bank the percentage derived  by
          dividing its Revolving Commitment at the time
          of determination by the Revolving Commitments
          of  all  Banks  at the time of determination.
          At   the   Effective  Date,   the   Revolving
          Commitment  Percentage of  each  Bank  is  as
          follows:

               Bank One       25%
               ABN            18.75%
               CL             18.75%
               Fuji           18.75%
               Hibernia       18.75%"

           (g)   By  adding a new definition of "CCC  Credit
     Agreement" as follows:

                ""CCC Credit Agreement" shall mean that
          certain   Credit  Agreement   dated   as   of
          April  17,  1997  among CCC  Fabricaciones  y
          Construcciones  S.A. de C.V.,  Bank  One,  as
          Agent,  and the Banks, as the same  shall  be
          amended from time to time."

      2.   Subsection 2 of the Credit Agreement is hereby amended
           in the following respects:

           (a)   Subsection 2(c) of the Credit Agreement  is
     hereby  deleted and the following new section  inserted
     in lieu thereof:

                "(c)  Letters of Credit.  On the  terms
          and  conditions  hereinafter set  forth,  the
          Agent  shall  from time to  time  during  the
          period  beginning on the Effective  Date  and
          ending  on the Maturity Date upon request  of
          Borrower  issue (i) standby and/or commercial
          letters    of    credit    (non-automatically
          renewable)  for the account of  Borrower  for
          job   performance   and   general   corporate
          purposes  in  such amounts  as  Borrower  may
          request  but  not to exceed in the  aggregate
          face  amount at any time outstanding the  sum
          of  $50,000,000.00 less, as of any date,  the
          face  amount of the Credit Enhancement Letter
          of  Credit], each such letter of credit shall
          have an expiry date no later than the earlier
          of  eighteen  (18) months from  the  date  of
          issuance  or  the  Revolving  Maturity  Date,
          whichever occurs first (the "Standby  Letters
          of  Credit"); (ii) a letter of credit in  the
          amount  of $28,350,000, such letter of credit
          shall  have an expiry date of June  30,  2002
          (the  "Credit Enhancement Letter of  Credit")
          and  (iii) letters of credit for the  account
          of  Borrower in such face amounts as Borrower
          may   request,  but  not  to  exceed  in  the
          aggregate face amount at any time outstanding
          the  greater of (A) $1,700,000.00, or (B) one
          percent (1%) of the Revolving Commitment then
          in  effect, each such letter of credit  shall
          have an expiry date of not more than one  (1)
          year  from  issuance,  subject  to  automatic
          renewal  but provided that the final maturity
          of any such Letter of Credit shall not extend
          beyond  the  Revolving  Maturity  Date   (the
          "Evergreen  Letters of Credit") (the  Standby
          Letters of Credit, Credit Enhancement  Letter
          of Credit and the Evergreen Letters of Credit
          are  hereinafter collectively referred to  as
          "Letters of Credit").  The expiry date of the
          Credit   Enhancement  Letter  of  Credit   is
          subject  to extension for additional  periods
          of one year or more ending on June 30 of such
          year  if, on or before 180 days prior  to  an
          expiry  date  the Agent notifies Borrower  in
          writing that the Credit Enhancement Letter of
          Credit  will be extended.  In the  event  the
          Banks   decide  not  to  extend  the   Credit
          Enhancement Letter of Credit, the Agent  will
          notify  Borrower on or before 180 days  prior
          to  the  expiry date of the Banks'  intention
          not  to extend such Credit Enhancement Letter
          of  Credit.  The Credit Enhancement Letter of
          Credit shall be available for issuance during
          a  period  beginning  on  the  date  of  this
          Agreement and ending on a date six (6) months
          thereafter.  The Evergreen Letters of  Credit
          shall  automatically  renew  upon  each  such
          expiry  date  unless the Agent  notifies  the
          Borrower  in  writing on  or  before  a  date
          concurrent  with  the  expiry  period  notice
          required in any such issued Letter of  Credit
          that  the Banks will not renew such Evergreen
          Letter  of  Credit at the next  expiry  date.
          The  face  amount  of all Letters  of  Credit
          (other  than  Letters  of  Credit  issued  in
          foreign  currency  which  are  provided   for
          hereinbelow) issued and outstanding hereunder
          shall  be considered as non-interest  bearing
          Advances   under  the  Revolving  Commitment.
          From  time to time one or more of the Letters
          of  Credit issued hereunder may be issued  in
          foreign   currency  (i.e.,   non-US   dollar)
          denominations    (i.e.,    non-U.S.    dollar
          denominations), which Letters of Credit shall
          be   (i)   treated  as  non-interest  bearing
          Advances  under the Revolving  Commitment  in
          amounts  equal to 120% of the face amount  of
          such  Letters  of Credit or the  U.S.  dollar
          equivalent  thereof  as  of  any  date,   and
          (ii) subject to the provisions of the Agent's
          application  and  agreement  for  Letters  of
          Credit,  including, but not limited  to,  the
          provisions of such application and  agreement
          regarding letters of credit issued in foreign
          currencies.   Each  Bank  agrees  that,  upon
          issuance  of any Letter of Credit  hereunder,
          it    shall    automatically    acquire     a
          participation in the Agent's liability  under
          such  Letter of Credit in an amount equal  to
          such  Bank's Revolving Commitment  Percentage
          of  such liability, and each Bank (other than
          Agent)      thereby     shall     absolutely,
          unconditionally  and irrevocably  assume,  as
          primary obligor and not as surety, and  shall
          be  unconditionally obligated to Agent to pay
          and   discharge   when  due,  its   Revolving
          Commitment  Percentage of  Agent's  liability
          under such Letter of Credit.  Borrower hereby
          unconditionally agrees to pay  and  reimburse
          the  Agent  for  the amount of  each  payment
          under any Letter of Credit at or prior to the
          date on which payment is made by the Agent to
          the     beneficiary    thereunder,    without
          presentment,   demand,   protest   or   other
          formalities  of any kind.  Upon receipt  from
          any  beneficiary of any Letter of  Credit  of
          any  demand for payment under such Letter  of
          Credit,  the  Agent  shall  promptly   notify
          Borrower  of  the demand and  the  date  upon
          which such payment is to be made by the Agent
          to   such  beneficiary  in  respect  of  such
          demand.   Forthwith  upon  receipt  of   such
          notice  from the Agent, Borrower shall advise
          the Agent whether or not it intends to borrow
          hereunder  to  finance  its  obligations   to
          reimburse  the  Agent, and if  so,  submit  a
          Notice   of   Borrowing   as   provided    in
          Section 2(b) hereof."

           (b)   Subsection 2(d) is hereby  deleted  in  its
     entirety and the following inserted in lieu thereof:

                "(d) Procedure for Obtaining Letters of
          Credit.   The  amount and date  of  issuance,
          renewal, extension or reissuance of a  Letter
          of  Credit  pursuant to the Banks' commitment
          above in Section 2(c) shall be designated  by
          Borrower's written request delivered to Agent
          at least three (3) Business Days prior to the
          date of such issuance, renewal, extension  or
          reissuance.   Concurrently with  or  promptly
          following the delivery of the request  for  a
          Letter  of  Credit  (other  than  the  Credit
          Enhancement Letter of Credit), Borrower shall
          execute   and   deliver  to  the   Agent   an
          application and agreement with respect to the
          Letters  of  Credit,  said  application   and
          agreement  to  be  in the form  used  by  the
          Agent.  Concurrently with the delivery of the
          request for the Credit Enhancement Letter  of
          Credit,    Borrower    shall    execute     a
          Reimbursement  Agreement  in  the   form   of
          Exhibit "A" hereto.  The Agent shall  not  be
          obligated to issue, renew, extend or  reissue
          such  Letters  of Credit if  (i)  the  amount
          thereon  when  added to  the  amount  of  the
          outstanding  Letters  of  Credit  exceeds  an
          amount  equal to $50,000,000 less, as of  any
          date,   the   face  amount  of   the   Credit
          Enhancement Letter of Credit in the  case  of
          Standby  Letters of Credit or (B) the greater
          of  $1,700,000.00 or one percent (1%) of  the
          Revolving Commitment in the case of Evergreen
          Letters of Credit, or (ii) the amount thereof
          when  added  to the Total Outstandings  would
          exceed   the   Revolving  Commitment.    Once
          issued, the Agent shall have the authority to
          renew and extend from time to time the expiry
          date  of  any  Letter of Credit  without  the
          requirement  of the joinder  of  any  of  the
          Banks, except that the Agent shall not  renew
          or   extend   the  expiry  date  beyond   the
          Revolving Maturity Date.  Borrower agrees  to
          pay  the  Agent for the benefit of the  Banks
          commissions for issuing the Letters of Credit
          (calculated  separately for  each  Letter  of
          Credit)  in  an amount equal to seven-eighths
          of  one percent (.875%) per annum on the face
          amount  of  each  Letter  of  Credit,  to  be
          reduced  pro rata if the expiry date is  less
          than twelve (12) months.  Borrower agrees  to
          pay  to Agent an additional fee equal to one-
          eighth  of one percent (.125%) per  annum  on
          the  maximum  face amount of each  Letter  of
          Credit.   Such commissions shall  be  payable
          prior  to  the  issuance of  each  Letter  of
          Credit  and  thereafter on  each  anniversary
          date  of  such issuance while such Letter  of
          Credit   is  outstanding.   Borrower  further
          agrees  to pay to the Agent an amendment  fee
          for any amendment to letters of credit issued
          hereunder,  said fee to be in the  amount  of
          $50.00  per amendment and shall be  due  upon
          the issuance of such amendment."

           (c)   By  the  addition of a new Subsection  2(h)
     thereto as follows:

                  "(h)    Additional    Reduction    of
          Availability Under Revolving Commitment.  The
          availability  under the Revolving  Commitment
          shall  be  reduced  as of  any  date  by  the
          principal balance outstanding as of such date
          on  promissory notes issued pursuant  to  the
          CCC  Credit  Agreement.  As such indebtedness
          is   repaid,  the  availability   under   the
          Revolving  Commitment shall  increase  dollar
          for  dollar  by the amount of such  principal
          repayments."

      3.   Section 3 of the Credit Agreement is hereby amended in
the following respects:

           (a)  Subsection 3(a) is hereby amended by deleting the
     reference  therein  to "$85,000,000" and asserting  in  lieu
     thereof "$160,000,000".

           (b)  Subsection 3(b) is hereby amended by deleting the
     first sentence thereof in its entirety and substituting  the
     following sentence in lieu thereof:

                "At  the Effective Date there shall  be
          outstanding  five notes:  (i)  one  Revolving
          Note   in   the  aggregate  face  amount   of
          $40,000,000 payable to the order of Bank One,
          (ii) one Revolving Note in the aggregate face
          amount  of $30,000,000 payable to ABN,  (iii)
          one  Revolving  Note  in the  aggregate  face
          amount of $30,000,000 payable to the order of
          CL,  (iv) one Revolving Note in the aggregate
          face  amount  of $30,000,000 payable  to  the
          order of Fuji, and (v) one Revolving Note  in
          the  aggregate  face  amount  of  $30,000,000
          payable to the order of Hibernia."

      4.   Section 6 of the Credit Agreement is hereby deleted in
its entirety and the following inserted in lieu thereof:

          "6.  Collateral and Guaranties.  The obligation of
     the  Borrower  to repay (i) with interest  all  amounts
     advanced under the Revolving Commitment as evidenced by
     the   Revolving  Note  or  Notes,  together  with   all
     renewals, extensions, modifications and/or restatements
     of  the Revolving Commitment and/or the Revolving  Note
     or  Notes  that  are from time to time in  effect,  and
     (ii)  all  fees,  costs  and  expenses  of  the  Banks,
     including  reasonable attorneys' fees incurred  by  the
     Banks  under this Agreement (collectively, the "Secured
     Obligations")  shall be (A) secured by  the  pledge  by
     Borrower of 66% of the voting stock of Global Offshore,
     (B)  secured by the pledge by Borrower of 100%  of  the
     voting  stock  of  Subtec Middle East Limited  ("Subtec
     Middle  East"), (C) secured by a pledge  by  Industries
     Offshore   of  66%  of  the  voting  stock  of   Global
     Industries  Asia  Pacific Pte., Ltd., ("Global  Asia"),
     (D)  secured by pledge by Subtec Middle East of 66%  of
     the  voting  stock  of  Subtec  Asia  Limited  ("Subtec
     Asia"),  and  (E) guaranteed by a Guaranty executed  by
     each  of the Guarantors in favor of the Banks dated  of
     even  date  herewith,  whereby the Guarantors  obligate
     themselves  in solido with the Borrower.  The  Guaranty
     to  be  executed by each Guarantor shall be in form  of
     Exhibit "C" hereto."

     5.   Section 12 of the Credit Agreement is hereby amended in
the following respects:

           (a)   Subsection 12(c) is hereby deleted  in  its
     entirety and the following inserted in lieu thereof:

                 "(c)   Minimum  Fixed  Charge   Ratio.
          Borrower  will  not allow  its  Fixed  Charge
          Ratio to ever be less than 1.50 to 1.0, as of
          the end of any fiscal quarter."

           (b)   Subsection 12(d) is hereby deleted  in  its
     entirety and the following inserted in lieu thereof:

               "(d) Maximum Total Debt Ratio.  Borrower
          will  not  allow its ratio of (i) total  Debt
          plus    Capital    Lease    Obligation,    to
          (ii) Shareholder's Equity plus total Debt and
          Capital  Lease Obligations, as determined  in
          accordance with GAAP, to ever exceed 50%,  as
          of the end of any fiscal quarter."

            (c)   Subsection  12(g)(ix)  thereof  is  hereby
     deleted   in   its  entirety  and  the  following   two
     subsections inserted in lieu thereof:

               "(ix)     indebtedness of Borrower under
          that   certain  Facilities  Agreement   dated
          November  1, 1997, by and among Borrower  and
          Lake Charles Harbor and Terminal District; or

                "(x)  renewals or extensions of any  or
          all of the foregoing."

          (d)  Subsection 12(o) thereof is hereby deleted in
     its   entirety  and  the  following  inserted  in  lieu
     thereof:

                "(o)  Stock  of  Certain  Subsidiaries.
          Borrower  shall  not (i)  sell,  transfer  or
          otherwise dispose of any of the voting  stock
          of   Global  Offshore,  Global  Asia,  Subtec
          Middle  East  or Subtec Asia or (ii)  create,
          incur, assume or permit to exist any Lien, on
          any  of  the voting stock of Global Offshore,
          Global  Asia,  Subtec Middle East  or  Subtec
          Asia except the Lien granted to the Banks and
          Permitted Liens."

      6.    Section 13 of the Credit Agreement is amended in  the
following respects:

          (a)  Subsection 13(c) is hereby deleted in its entirety
     and the following inserted in lien thereof:

                "(c)  Default shall be made in the  due
          observance  or  performance  of  any  of  the
          covenants or agreements contained in the Loan
          Documents,    including    this     Agreement
          (excluding  covenants  contained  in  Section
          12(a),  (b), (c), (d), (e), (f), (g), (k),(n)
          and (o) of this Agreement for which there  is
          not  cure  period),  and such  default  shall
          continue for more than thirty (30) days after
          written notice thereof from the Agent; or"

          (b)  Subsection 13(d) is hereby deleted in its entirety
     and the following inserted in lien thereof:

                "(d)  Default shall be made in the  due
          observance  or  performance of the  covenants
          contained  in Section 12(a), (b),  (c),  (d),
          (e),  (f),  (g),  (k),(n)  and  (o)  of  this
          Agreement; or"

     7.   Exhibit C to the Credit Agreement is hereby deleted and
replaced by the new Exhibit C in the form attached hereto.

      8.   The obligation of the Banks hereunder shall be subject
to the following conditions precedent:

          (a)  Borrower's Execution and Delivery.  Borrower shall
     have executed and delivered to the Agent for the benefit  of
     the  Banks, this Agreement, the new Notes and other required
     documents, all in form and substance satisfactory to Agent;

            (b)    Guarantors'  Execution  and   Delivery.    The
     Guarantors  shall have executed and delivered to  the  Agent
     for the benefit of the Banks, new Guaranties in the form  of
     Exhibit  C hereto and other required documents, all in  form
     and substance satisfactory to Agent;

          (c)  Legal Opinion.  The Agent shall have received from
     Borrower's  and Guarantors' legal counsel a favorable  legal
     opinion  in  form  and substance reasonably satisfactory  to
     Agent and its counsel;

           (d)   Corporate  Resolutions.  The  Agent  shall  have
     received  appropriate  certified  corporate  resolutions  of
     Borrower and each Guarantor;

           (e)   Good  Standing.  The Agent shall  have  received
     evidence  of  existence and good standing for  Borrower  and
     each Guarantor;

           (f)   Amendments  to  Articles  of  Incorporation  and
     Bylaws.   The  Agent  shall  have  received  copies  of  all
     amendments to the Articles of Incorporation of Borrower  and
     each  Guarantor made since the Effective Date of the  Credit
     Agreement, certified by the Secretary of State of the  State
     or   Country  of  its  incorporation,  and  a  copy  of  any
     amendments  to  the Bylaws of Borrower and  each  Guarantor,
     made  since  the  Effective Date of  the  Credit  Agreement,
     certified  by  Borrower and each Guarantor  as  being  true,
     correct and complete;

           (g)   Payment of Fees.  The Agent shall have  received
     payment in full of all fees due on the date of execution  of
     this Agreement;

           (h)   Representation    and    Warranties.     The
     representations   and  warranties  of  Borrower   and   each
     Consolidated  Subsidiary under this Agreement are  true  and
     correct in all material respects as of such date, as if then
     made  (except  to  the extent that such representations  and
     warranties related solely to an earlier date or the Majority
     Banks shall have consented to the contrary);

           (i)   No Event of Default.  No Event of Default  shall
     have  occurred  and be continuing nor shall any  event  have
     occurred or failed to occur which, with the passage of  time
     or  service of notice, or both, would constitute an Event of
     Default;

           (j)   Other Documents.  Agent shall have received such
     other  instruments and documents incidental and  appropriate
     to  the  transaction  provided for herein  as  Bank  or  its
     counsel may reasonably request, and all such documents shall
     be  in  form  and substance reasonably satisfactory  to  the
     Agent; and

           (k)   Legal  Matters Satisfactory.  All legal  matters
     incident   to   the   consummation   of   the   transactions
     contemplated  hereby  shall  be reasonably  satisfactory  to
     special  counsel  for  Agent  retained  at  the  expense  of
     Borrower.

      9.    Except  to the extent its provisions are specifically
amended,   modified   or  superseded  by  this   Agreement,   the
representations,   warranties  and   affirmative   and   negative
covenants  of the Borrower contained in the Credit Agreement  are
incorporated  herein by reference for all purposes as  if  copied
herein in full.  The Borrower hereby restates and reaffirms  each
and every term and provision of the Credit Agreement, as amended,
including,  without  limitation, all representations,  warranties
and affirmative and negative covenants.  Except to the extent its
provisions  are specifically amended, modified or  superseded  by
this  Agreement, the Credit Agreement, as amended, and all  terms
and provisions thereof shall remain in full force and effect, and
the  same  in  all  respects are confirmed and  approved  by  the
Borrower and the Banks.

     10.  Unless otherwise defined herein, all defined terms used
herein shall have the same meaning ascribed to such terms in  the
Credit Agreement.

     11.   This  Agreement  may be executed  in  any  number  of
identical  separate counterparts, each of which for all  purposes
to  be  deemed  an  original, but all of which shall  constitute,
collectively, one Agreement.

     12.   The Guarantors are executing this Agreement  only  to
indicate their consent to the execution hereof by the Borrower.

     13.   WRITTEN  CREDIT AGREEMENT.  THE CREDIT AGREEMENT,  AS
AMENDED  BY  THE  FIRST  AMENDMENT  AND  THIS  SECOND  AMENDMENT,
REPRESENTS THE FINAL AGREEMENT BETWEEN AND AMONG THE PARTIES  AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS  OR
SUBSEQUENT  ORAL  AGREEMENTS  OF  THE  PARTIES.   THERE  ARE   NO
UNWRITTEN ORAL AGREEMENTS BETWEEN AND AMONG THE PARTIES.

      IN  WITNESS  WHEREOF, the parties have caused  this  Second
Amendment to Restated Credit Agreement to be duly executed as  of
the date first above written.

                              BORROWER:

                              GLOBAL INDUSTRIES, LTD.
                              a Louisiana corporation


                              By:
                              Michael J. Pollock, Vice President

                         
                              GUARANTORS:

                              GLOBAL PIPELINES PLUS, INC.;
                              GLOBAL DIVERS AND CONTRACTORS, INC.;
                              GLOBAL MOVIBLE OFFSHORE, INC.;
                              PIPELINES, INCORPORATED;
                              GLOBAL INDUSTRIES OFFSHORE,INC.; AND
                              GLOBAL INTERNATIONAL VESSELS, LTD.



                              By:
                              Michael J. Pollock, Vice President

                              BANKS:

                              BANK ONE, LOUISIANA, NATIONAL
                              ASSOCIATION, a national banking
                              association



                              By:
                                   Rose M. Miller, Vice President



                              ABN AMRO BANK N.V., HOUSTON AGENCY



                              By:
                                   H. Gene Shiels
                                   Vice President



                              By:
                              Name:
                              Title:



                              CREDIT LYONNAIS NEW YORK BRANCH



                              By:
                              Name:
                              Title:



                              THE FUJI BANK, LIMITED, HOUSTON AGENCY


                              By:
                              Name:
                              Title:


                              HIBERNIA NATIONAL BANK



                              By:
                                   Bruce Ross
                                   Vice President


                              AGENT:

                              BANK ONE, LOUISIANA, NATIONAL
                              ASSOCIATION, a national banking
                              association



                              By:
                                   Rose M. Miller
                                   Vice President




                           EXHIBIT "C"


                       CONTINUING GUARANTY

     CONTINUING GUARANTY (this "Agreement") made and entered into
as  of  __________, 1997 by Global Pipelines Plus,  Inc.,  Global
Divers  and  Contractors,  Inc., Global Movible  Offshore,  Inc.,
Pipelines,  Incorporated, Global Industries  Offshore,  Inc.  and
Global  International Vessels, Ltd. (hereinafter, whether one  or
more,  individually and collectively referred to as "Guarantor"),
in   favor  of  Bank  One,  Louisiana,  National  Association  of
Lafayette,  Louisiana,  as  Agent for  itself  and  each  of  the
financial institutions which are a party to that certain Restated
Credit  Agreement dated as of April 17, 1997, as amended, by  and
among  Borrower  (as  hereinafter defined),  the  Agent  and  the
financial  institutions  party thereto (the  "Credit  Agreement")
(hereinafter   referred   to  as  "Lenders"),   guarantying   the
Indebtedness (as defined) of GLOBAL INDUSTRIES, LTD., a Louisiana
corporation (hereinafter referred to as "Borrower").

                           WITNESSETH:

      FOR  VALUE RECEIVED, and in consideration of and for credit
and  financial  accommodations  extended,  to  be  extended,   or
continued to or for the account of the above named Borrower,  the
undersigned  Guarantor,  whether one  or  more,  hereby  jointly,
severally and solidarity, agrees as follows:

             SECTION 1.   Continuing   Guaranty   of   Borrower's
Indebtedness.   Guarantor hereby absolutely  and  unconditionally
agrees  to,  and  by  these presents does hereby,  guarantee  the
prompt and punctual payment, performance and satisfaction of  any
and all loans, extensions of credit and/or other obligations that
Borrower  may  now and/or in the future owe to  and/or  incur  in
favor  of  Lenders  under or pursuant to  that  certain  Restated
Credit  Agreement dated as of April 17, 1997, as amended, by  and
among  Borrower, Guarantors and Lenders, and as the same  may  be
amended  and/or  restated from time to time and  in  effect  (the
"Credit  Agreement"),  including  the  indebtedness  of  Borrower
evidenced  by certain Promissory Notes of even date  herewith  in
the  maximum aggregate principal amount of $160,000,000.00,  made
by  Borrower pursuant to the Credit Agreement, as said Promissory
Notes may be renewed from time to time and in effect, and whether
such  indebtedness and/or obligations are absolute or contingent,
liquidated  or  unliquidated, due or to become  due,  secured  or
unsecured, and whether now existing or hereafter arising, of  any
nature  or  kind  whatsoever, up to a  maximum  principal  amount
outstanding  at any one or more times not to exceed  ONE  HUNDRED
SIXTY MILLION AND NO/100 DOLLARS (U.S. $160,000.000.00), together
with  interest, costs and attorneys' fees thereon  (with  all  of
Borrower's  indebtedness  and/or  obligations  being  hereinafter
individually and collectively referred to under this Agreement as
"Borrower's Indebtedness" or the "Indebtedness").

      Notwithstanding any other provision herein to the contrary,
the  maximum principal amount of Borrower's Indebtedness in favor
of  Lenders  guaranteed  by Guarantor  under  this  Agreement  is
limited  to  ONE HUNDRED SIXTY MILLION AND NO/100  DOLLARS  (U.S.
$160,000,000.00)  (interest, costs,  and  attorney's  fees  under
Borrower's Indebtedness are additionally guaranteed hereunder.)

           SECTION 2. Limitation on Liability.  The liability  of
any Guarantor hereunder with respect to the Indebtedness shall be
limited  to the maximum amount of liability that can be  incurred
without rendering this Continuing Guaranty, as it relates to  any
Guarantor,  voidable under applicable law relating to  fraudulent
conveyance  or  fraudulent transfer,  and  not  for  any  greater
amount.

           SECTION 3. Joint,  Several and  Solidarity  Liability.
Guarantor further agrees that its obligations and liabilities for
the prompt and punctual payment, performance and satisfaction  of
all  of Borrower's Indebtedness shall be on a "joint and several"
and  "solidary" basis along with Borrower to the same degree  and
extent  as  if  Guarantor had been and/or will be a  co-borrower,
co-principal  obligor  and/or  co-maker  of  all  of   Borrower's
Indebtedness.  In the event that there is more than one guarantor
under  this  Agreement,  or in the event  that  there  are  other
guarantors,  endorsers  or sureties of  all  or  any  portion  of
Borrower's  Indebtedness, Guarantor's obligations and liabilities
hereunder shall be on a "joint and several" and "solidary"  basis
along  with such other guarantor or guarantors, endorsers  and/or
sureties.

           SECTION 4. Duration; Cancellation of Agreement.   This
Agreement  and Guarantor's obligations and liabilities  hereunder
shall remain in full force and effect until such time as each and
every  Indebtedness of Borrower shall be paid,  performed  and/or
satisfied  in full, in principal, interest, costs and  attorneys'
fees,  or  until such time as this Agreement may be cancelled  or
otherwise  terminated  by Lenders under  a  written  cancellation
instrument  in  favor  of  Guarantor (subject  to  the  automatic
reinstatement provision hereinbelow).  Unless otherwise indicated
under  such a written cancellation instrument, Lenders' agreement
to terminate or otherwise cancel this Agreement shall only effect
and   shall   be  expressly  limited  to  Guarantor's  continuing
obligations and liabilities to guarantee the prompt and  punctual
payment,  performance and satisfaction of Borrower's Indebtedness
incurred,  originated and/or extended or committed to by  Lenders
after  the  date of such a written cancellation instrument;  with
Guarantor  remaining  fully  obligated  and  liable  under   this
Agreement  for  the prompt and punctual payment, performance  and
satisfaction  of  any  and  all  of Borrower's  then  outstanding
Indebtedness  together  with continuing  assessment  of  interest
thereon) that was incurred, originated, extended or committed  to
prior  to  the  date  of such a written cancellation  instrument.
Nothing  under  this  Agreement or under any other  agreement  or
understanding by and between Guarantor and Lenders, shall in  any
way  obligate, or be construed to obligate, Lenders to  agree  to
the   subsequent  termination  or  cancellation  of   Guarantor's
obligations and liabilities hereunder, it being fully  understood
and  agreed  by Guarantor that Lenders may, within its  sole  and
uncontrolled discretion and judgment, refuse to release Guarantor
from  any of its obligations and liabilities under this Agreement
for   any   reason  whatsoever  as  long  as  any  of  Borrower's
Indebtedness remains unpaid and outstanding.

          SECTION 5. Default of Borrower.  Should Borrower default
under any of its Indebtedness in favor of Lenders as provided  in
the  Credit  Agreement, Guarantor unconditionally and  absolutely
agrees  to  pay the full then unpaid amount of all of  Borrower's
Indebtedness  guaranteed hereunder, in principal interest,  costs
and  reasonable attorneys' fees.  Such payment or payments  shall
be  made  immediately  following demand  by  Lenders  at  Agent's
offices at 200 West Congress Street, Lafayette, Louisiana  70501.
Guarantor  hereby waives notice of acceptance of  this  Agreement
and  of  any  Indebtedness  to which it  applies  or  may  apply.
Guarantor  further waives presentation and demand for payment  of
Borrower's  Indebtedness, notice of dishonor and  of  nonpayment,
notice  of  intention  to  accelerate,  notice  of  acceleration,
protest and notice of protest, collection or institution  of  any
suit  or other action by Lenders in collection thereof, including
any  notice of default in payment thereof or other notice to,  or
demand  for payment thereof on any party.  Guarantor additionally
waives any and all rights and pleas of division and
discussion as provided under Louisiana State law, as well as,  to
the  degree  applicable, any similar rights as  may  be  provided
under the laws of any other state.

            SECTION 6. Guarantor's  Subordination  of  Rights  to
Lenders.   In the event that Guarantor should for any reason  (i)
make  any  payment  for and on behalf of Borrower  under  any  of
Borrower's Indebtedness, and/or (ii) make any payments to Lenders
in  total or partial satisfaction of Guarantor's obligations  and
liabilities hereunder, Guarantor hereby agrees that any  and  all
rights  that Guarantor may have or acquire to collect  or  to  be
reimbursed by Borrower (or by any guarantor, endorser  or  surety
of   Borrower's  Indebtedness),  whether  Guarantor's  rights  of
collection  or reimbursement arise by way of subrogation  to  the
rights  of  Lenders  or  otherwise,  shall  in  all  respects  be
subordinate,  inferior and junior to Lenders' rights  to  collect
and  enforce payment, performance and satisfaction of  Borrower's
then remaining Indebtedness, until such time as all of Borrower's
Indebtedness  is fully paid and satisfied.  Upon  the  occurrence
and  continuance of an Event of Default (as defined in the Credit
Agreement)  any  and  all amounts owed by Borrower  to  Guarantor
shall  in  all  respects be subordinate, inferior and  junior  to
Lenders'  rights to collect and enforce payment, performance  and
satisfaction  of  Borrower's then remaining  Indebtedness,  until
such  time  as all of Borrower's Indebtedness is fully  paid  and
satisfied.   Guarantor further agrees to refrain from  attempting
to  collect  and/or enforce any of Guarantor's  aforesaid  rights
against  Borrower (or any other guarantor, surety or endorser  of
Borrower's  Indebtedness),  arising  by  way  of  subrogation  or
otherwise,  until such time as all of Borrower's  then  remaining
Indebtedness in favor of Lenders is fully paid and satisfied,  in
principal, interest, costs and attorneys' fees.

           SECTION 7. Additional  Covenants.   Guarantor  further
agrees  that  Lenders may, at its sole option, at any  time,  and
from time to time, without the consent of or notice to Guarantor,
or  any one of them, or to any other party, and without incurring
any  responsibility  to  Guarantor or to  any  other  party,  and
without impairing or releasing the obligations of Guarantor under
this
Agreement:

A.                   Discharge  or release any party  (including,
but  not  limited  to,  Borrower  or  any  guarantor  under  this
Agreement)  who  is  or  may be liable  to  Lenders  for  any  of
Borrower's Indebtedness;

B.                   Sell, exchange, release, surrender,  realize
upon or otherwise deal with, in any manner and in any order,  any
collateral directly or indirectly securing repayment  of  any  of
Borrower's Indebtedness;

C.                  Change the manner, place or terms of payment,
or change or extend the time of payment of or renew, as often and
for  such  periods  as Lenders may determine, or  after,  any  of
Borrower's Indebtedness;

D.                  Settle or compromise any of Borrower's
Indebtedness;

E.                   Subordinate and/or agree to subordinate  the
payment  of  all  or any of Borrower's Indebtedness  or  Lenders'
security   rights  in  and/or  to  any  collateral  directly   or
indirectly securing any such indebtedness, to the payment  and/or
security  rights of any other present and/or future creditors  of
Borrower;

F.                   Apply  any  sums paid to any  of  Borrower's
Indebtedness,  with such payments being applied in such  priority
or  with  such preferences as Lenders may determine in  its  sole
discretion,  regardless of what Indebtedness of Borrower  remains
unpaid;

G.                   Take or accept any other security for any or
all of Borrower's Indebtedness; and/or

H.                   Enter into, deliver, modify, amend or  waive
compliance   with,  any  Instrument  or  arrangement  evidencing,
securing  or  otherwise affecting, all or any part of  Borrower's
Indebtedness.

           In  addition, no course of dealing between Lenders and
Borrower   (or  any  other  guarantor,  surety  or  endorser   of
Borrower's Indebtedness), nor any failure or delay on the part of
Lenders to exercise any of Lenders' rights and remedies,  or  any
other agreement or agreements by and between Lenders and Borrower
(or  any  other  guarantor, surety or endorser)  shall  have  the
affect  of  impairing  or releasing Guarantor's  obligations  and
liabilities to Lenders or of waiving any of Lenders'  rights  and
remedies.   Any  partial  exercise of  any  rights  and  remedies
granted  to Lenders shall furthermore not constitute a waiver  of
any  of  Lenders' other rights and remedies, it being Guarantor's
intent  and agreement that Lenders' rights and remedies shall  be
cumulative  in  nature.  Guarantor further  agrees  that,  should
Borrower  default under any of its Indebtedness,  any  waiver  or
forbearance  on  the  part of Lenders to pursue  the  rights  and
remedies available to Lenders shall be binding upon Lenders  only
to  the extent that Lenders specifically agree to such waiver  or
forbearance in writing.  A waiver or forbearance on the  part  of
Lenders as to one event of default shall not constitute a  waiver
of forbearance as to any other default.

            SECTION 8.  No  Release  of  Guarantor.   Guarantor's
obligations  and liabilities under this Agreement  shall  not  be
released,  impaired, reduced or otherwise affected by, and  shall
continue in full force and effect, notwithstanding the occurrence
of  any  event,  including  without limitation  any  one  of  the
following events:

A.                   Death,  insolvency, bankruptcy, arrangement,
adjustment, composition, liquidation, disability, dissolution  or
lack  of  authority (whether corporate, partnership or trust)  of
Borrower  (or  any person acting on Borrower's  behalf),  or  any
other   guarantor,  surety  or  endorser  of  any  of  Borrower's
Indebtedness;

B.                  Partial payment or payments of any amount due
and/or outstanding under any of Borrower's Indebtedness;

C.                  Any payment of Borrower or any other party to
Lenders is held to constitute a preferential transfer or a
fraudulent conveyance under any applicable law, or for any
reason, Lenders is required to refund such payment or pay such
amount to Borrower or to any other person;

D.                   Any  dissolution of Borrower  or  any  sale,
lease or transfer of all or any part of Borrower's assets; and/or

E.                  Any failure of Lenders to notify Guarantor of
the  acceptance of this Agreement or of the making  of  loans  or
other  extensions of credit in reliance on this Agreement  or  of
the  failure  of Borrower to make any payment due by Borrower  to
Lenders.

F.                   Apply  any  sums paid to any  of  Borrower's
Indebtedness,  with such payments being applied in such  priority
or  with  such preferences as Lenders may determine  in  its  own
discretion,  regardless of what Indebtedness of Borrower  remains
unpaid;

G.                   Take or accept any other security for any or
all of Borrower's Indebtedness; and/or

H.                   Enter into, deliver, modify, amend or  waive
compliance   with,  any  Instrument  or  arrangement  evidencing,
securing  or  otherwise affecting, all or any part of  Borrower's
Indebtedness.

            This   Agreement  and  Guarantor's  obligations   and
liabilities  hereunder  shall continue to  be  effective,  and/or
shall  automatically and retroactively be reinstated if a release
or discharge has occurred, as the case may be, if at any time any
payment  or  part  thereof to Lenders  with  respect  to  any  of
Borrower's  Indebtedness  is  rescinded  or  must  otherwise   be
restored  by  Lenders  pursuant to  any  insolvency,  bankruptcy,
reorganization, receivership, or any other debt relief granted to
Borrower  or to any other party.  In the event that Lenders  must
rescind   or   restore  any  payment  received  by   Lenders   in
satisfaction  of  Borrower's Indebtedness, any prior  release  or
discharge  from  the terms of this Agreement given  to  Guarantor
shall  be  without  effect,  and this Agreement  and  Guarantor's
obligations  and  liabilities hereunder  shall  automatically  be
renewed  or reinstated and shall remain in full force and  effect
to  the  same degree and extent as if such a release or discharge
was  never granted.  It is the intention of Lenders and Guarantor
that Guarantor's obligations and liabilities hereunder shall  not
be discharged except by Guarantor's full and complete performance
of  such obligations and liabilities and then only to the  extent
of such performance.

           SECTION 9  Enforcement of Guarantor's Obligations  and
Liabilities.   Guarantor  agrees that,  should  Lenders  deem  it
necessary  to  file an appropriate collection action  to  enforce
Guarantor's  obligations and liabilities  under  this  Agreement,
Lenders  may  commence  such  a civil  action  against  Guarantor
without   the  necessity  of  first  (i)  attempting  to  collect
Borrower's   Indebtedness  from  Borrower  or  from   any   other
guarantor, surety or endorser, whether through filing of suit  or
otherwise,  (ii)  attempting to exercise against  any  collateral
directly  or  indirectly securing repayment of any of  Borrower's
Indebtedness,  whether  through  the  filing  of  an  appropriate
foreclosure  action or otherwise, or (iii) including Borrower  or
any  other  guarantor, surety or endorser of  any  of  Borrower's
Indebtedness  as  an  additional  party  defendant  in   such   a
collection action against Guarantor.  If there is more  than  one
guarantor  under  this  Agreement,  each  guarantor  additionally
agrees  that  Lenders may file an appropriate  collection  and/or
enforcement  action  against any one or  more  of  them,  without
impairing the rights of Lenders against any other guarantor under
this  Agreement.  In the event that Lenders should ever  deem  it
necessary to refer this Agreement to an attorney-at-law  for  the
purpose   of  enforcing  Guarantor  obligations  and  liabilities
hereunder,  or  of  protecting  or  preserving  Lenders'   rights
hereunder,  Guarantor (and each of them, on a joint, several  and
solidary  basis) agrees to reimburse Lenders for  the  reasonable
fees  of  such an attorney.  Guarantor additionally  agrees  that
Lenders shall not be liable for failure to use diligence  in  the
collection  of  any of Borrower's Indebtedness or any  collateral
security therefor, or in creating or preserving the liability  of
any  person  liable  on any such Indebtedness,  or  in  creating,
perfecting or preserving any security for any such Indebtedness.

           SECTION 10 Additional Documents.  Upon the  reasonable
request of Lenders, Guarantor will, at any time, and from time to
time,  duly  execute  and deliver to Lenders  any  and  all  such
further  instruments  and documents, and supply  such  additional
information  as may be necessary or advisable in the  opinion  of
Lenders, to obtain the full benefits of this Agreement.

           SECTION 11 Transfer of Indebtedness.  This agreement is
for  the  benefit of Lenders and for such other person or persons
as  may  from  time to time become or be the holders  of  any  of
Borrower's  Indebtedness  hereby guaranteed  and  this  Agreement
shall  be  transferable and negotiable, with the same  force  and
effect  and to the same extent as Borrower's Indebtedness may  be
transferable,  it  being understood that, upon  the  transfer  or
assignment  by  Lenders of any of Borrower's Indebtedness  hereby
guaranteed, the legal holder of such Indebtedness shall have  all
the rights granted to Lenders under this Agreement.

      Guarantor  hereby recognizes and agrees that  Lenders  may,
from time to time, one or more times, transfer all or any portion
of  Borrower's  Indebtedness to one or more third parties.   Such
transfers  may  include,  but are not  limited  to,  sales  of  a
participation  or  syndication interest in such  Indebtedness  in
favor  of  one  or  more  third parties.  Guarantor  specifically
agrees  and  consents to all such transfers and  assignments  and
Guarantor  further waives any subsequent notice of and  right  to
consent  to any such transfers and assignments as may be provided
under  applicable  Louisiana law.  Guarantor additionally  agrees
that the purchaser of a participation or syndication interest  in
Borrower's Indebtedness will be considered as the absolute  owner
of an interest in, or a percentage interest of, such Indebtedness
and that such a purchaser shall have all of the rights granted to
the  purchaser  under any participation agreement  governing  the
sale  of such a participation or syndication interest.  Guarantor
further  waives  any  right of offset  that  Guarantor  may  have
against  Lenders and/or any purchaser of such a participation  or
syndication  interest  in Borrower's Indebtedness  and  Guarantor
unconditionally  agrees that either Lenders or such  a  purchaser
may  enforce Guarantor's obligations and liabilities  under  this
Agreement,  irrespective of the failure or insolvency of  Lenders
or  any such purchaser.  Guarantor further agrees that, upon  any
transfer  of  all  or  any  portion of  Borrower's  Indebtedness,
Lenders  may transfer and deliver any and all collateral securing
repayment of such Indebtedness including, but not limited to, any
collateral  provided  by  Guarantor) to the  transferee  of  such
Indebtedness  and  such  collateral  (again,  including  but  not
limited  to Guarantor's collateral) shall secure any and  all  of
Borrower's  Indebtedness in favor of such transferee.   Guarantor
additionally  agrees that, after any such transfer or  assignment
has  taken place, Lenders shall be fully discharged from any  and
all liability and responsibility to Borrower (and Guarantor) with
respect  to such collateral, and the transferee thereafter  shall
be  vested  with all the powers and rights with respect  to  such
collateral.

           SECTION 12 Right of Offset.  As collateral security for
the repayment of Guarantor's
obligations  and  liabilities  under  this  Agreement,  Guarantor
hereby  grants Lenders, as well as their successors and  assigns,
the  right  to apply, upon the occurrence of an Event of  Default
under  the  Credit Agreement and the expiration of any applicable
grace  period allowed to cure the Event of Default, any  and  all
funds  that  Guarantor may then have on deposit with  or  in  the
possession or control of any Lender and its successors or assigns
(with  the exception of funds deposited in IRA, pension or  other
tax-deferred  deposit  accounts), towards  repayment  of  any  of
Borrower's Indebtedness subject to this Agreement.

            SECTION 13  Construction.   The  provisions  of   this
Agreement shall be in addition to and cumulative of, and  not  in
substitution,  novation or discharge of, any  and  all  prior  or
contemporaneous guaranty or other agreements by Guarantor (or any
one  or more of them), in favor of Lenders or assigned to Lenders
by  others, all of which shall be construed as complementing each
other.   Nothing  herein  contained shall  prevent  Lenders  from
enforcing any and all such guaranties or agreements in accordance
with their respective terms.

          SECTION 14   Amendment.   No  amendment,  modification,
consent  or  waiver  of any provision of this Agreement,  and  no
consent  to  any  departure  by  Guarantor  therefrom,  shall  be
effective  unless the same shall be in writing signed by  a  duly
authorized  officer of Lenders, and then shall be effective  only
to  the specific instance and for the specific purpose for  which
given.

         SECTION 15   Successors and Assigns Bound.   Guarantor's
obligations and liabilities under this Agreement shall be binding
upon   Guarantor's   successors,   heirs,   legatees,   devisees,
administrator  executors and assigns.  The  rights  and  remedies
granted to Lenders under this Agreement shall also inure  to  the
benefit of Lenders' successors and assigns, as well as to any and
all   subsequent   holder  or  holders  of  any   of   Borrower's
Indebtedness subject to this Agreement.

         SECTION 16   Caption Heading.  Caption headings  of  the
section of this Agreement
are  for  convenience purposes only and are not  to  be  used  to
interpret  or  to  define their provisions.  In  this  Agreement,
whenever  the  context  so requires, the  singular  includes  the
plural and the plural also includes the singular.

         SECTION 17   Governing  Law.  THIS  AGREEMENT  SHALL  BE
GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF
THE STATE OF LOUISIANA.

         SECTION 18   Severability.  If  any  provision  of  this
Agreement  is held to be illegal, invalid or unenforceable  under
present  or  future laws effective during the term  hereof;  such
provision  shall  be  fully severable, this  Agreement  shall  be
construed   and  enforceable  as  if  the  illegal,  invalid   or
unenforceable provision had never comprised a part of it, and the
remaining provisions of this Agreement shall remain in full force
and  effect and shall not be affected by the illegal, invalid  or
unenforceable   provision   or   by   its   severance   herefrom.
Furthermore,  in  lieu of such illegal, invalid or  unenforceable
provision, there shall be added automatically as a part  of  this
Agreement,  a  provision  as similar in terms  to  such  illegal,
invalid or unenforceable provision as may be possible and  legal,
valid and enforceable.

     IN WITNESS WHEREOF, Guarantor has executed this Agreement in
favor of Lenders on the day, month, and year first written above.

                         GUARANTORS:

                         GLOBAL PIPELINES PLUS, INC.;
                         GLOBAL DIVERS AND CONTRACTORS,INC.;
                         GLOBAL MOVIBLE OFFSHORE, INC.;
                         PIPELINES, INCORPORATED;
                         GLOBAL INDUSTRIES OFFSHORE, INC.;and
                         GLOBAL INTERNATIONAL VESSELS, LTD.



                         By:
                              Michael J. Pollock, Vice President

ACCEPTED:

BANK ONE, LOUISIANA,
NATIONAL ASSOCIATION
as Agent for itself
and the Lenders



By:                                          DATE: _________, 1997
     Rose M. Miller, Vice President





                                             Exhibit 10.2








                      FACILITIES AGREEMENT


                         by and between


                     GLOBAL INDUSTRIES, LTD.


                               and


            LAKE CHARLES HARBOR AND TERMINAL DISTRICT



                  Dated as of November 1, 1997








                        TABLE OF CONTENTS

Recitals                                           1

THE TOC DEFINITION CODE APPEARS IMMEDIATELY AFTER THIS COMMENT.

ARTICLE I
DEFINITIONS AND REPRESENTATIONS


SECTION 1.1     Definitions and Construction       2
SECTION 1.2     Representations by the Issuer      7
SECTION 1.3     Representations by the Company     8

ARTICLE II
FINANCING OF PROJECT FACILITIES;
PAYMENT AND PREPAYMENT PROVISIONS


SECTION 2.1     Financing the Project Facilities  10
SECTION 2.2     Term; Cancellation at Expiration 
                  of Term                         10
SECTION 2.3     Facilities Payments               10
SECTION 2.4     Purchase Price Payments           11
SECTION 2.5     Optional Prepayment               12
SECTION 2.6     Obligation of Company 
                  Unconditional                   12
SECTION 2.7     Additional Financing              13

ARTICLE III
 AGREEMENT TO UNDERTAKE PROJECT FACILITIES;
CUSTODY AND APPLICATION OF PROCEEDS OF BONDS


SECTION 3.1     Agreement to Undertake Project
                  Facilities; Completion of the Project
                  Facilities if Bond Proceeds
                  Insufficient                    13
SECTION 3.2     Debt Service Fund                 14
SECTION 3.4     Completion of Project Facilities  15
SECTION 3.5     Possession, Use and Occupancy     16

ARTICLE IV
PARTICULAR COVENANTS


SECTION 4.1     The Company to Maintain its Existence;
                  Conditions under which Exceptions 
                  Permitted                       16
SECTION 4.2     Assignment                        16
SECTION 4.3     Indemnity of Governmental Units and
                  Issuer                          17
SECTION 4.4     Reasonable and Extraordinary Fees and
                  Expenses of Trustee and Paying Agent;
                  Indemnification of Trustee      18
SECTION 4.5     Expenses of Issuer                19
SECTION 4.6     Discharge of Liens on Payments    19
SECTION 4.7     Inspection of the Books and Records 19
SECTION 4.8     Further Assurances and Corrective
                  Instruments                     19
SECTION 4.9     Amendments to Indenture           20
SECTION 4.10    Force Majeure                     20

ARTICLE V
DEFAULT AND REMEDIES

SECTION 5.1     Events of Default                 20
SECTION 5.2     Remedies on Default               21
SECTION 5.3     Remedies Cumulative               21

ARTICLE VI
TAX COVENANTS

SECTION 6.1     Covenants with Respect to Exclusion from
                  Gross Income of Interest on 
                  the Bonds                       22
SECTION 6.2     Payment to Special Rebate Fund; Company
                  Determinations                  23


                           ARTICLE VII
                          MISCELLANEOUS

SECTION 7.1     Application of Moneys; 
                  Rights of Company               24
SECTION 7.2     Benefit of and Enforcement by the
                  Bondholders                     24
SECTION 7.3     Limitations on Liability of Issuer,
                  Board and Governmental Units    24
SECTION 7.4     Limitation of Liability of Officers,
                  Employees and Agents of 
                  the Company                     25
SECTION 7.5     Amendments to Facilities Agreement,
                  Consent of Trustee Required     25
SECTION 7.6     Notices                           25
SECTION 7.7     Net Agreement                     25
SECTION 7.8     Applicable Law                    25
SECTION 7.9     Ground Lease                      26
SECTION 7.10    Execution of Indenture            26
SECTION 7.11    Performance Under Indenture       26
SECTION 7.12    Severability                      26
SECTION 7.13    Counterparts                      26

EXECUTION                                         27


     THIS FACILITIES AGREEMENT (the "Facilities Agreement"), made
and  dated  as  of November 1, 1997, is by and between  the  Lake
Charles Harbor and Terminal District (the "Issuer"), a deep-water
port  and  political subdivision of the State of  Louisiana,  and
Global Industries, Ltd. (the "Company"), a Louisiana corporation.

                        WITNESSETH THAT:

      WHEREAS,  the  Issuer,  a  deep-water  port  and  political
subdivision  of  the State of Louisiana, created,  organized  and
acting  pursuant  to the provisions of Part II of  Chapter  1  of
Title 34, Part XII, Chapter 4, and Chapter 13 of Title 39 of  the
Louisiana  Revised Statutes of 1950, as amended, and Article  VI,
Sections  21,  43  and 44 of the Constitution  of  the  State  of
Louisiana  of  1974,  as  amended, and other  constitutional  and
statutory  authority(collectively, the "Act"), is  authorized  to
own,  administer,  contract  for, construct,  operate,  maintain,
lease  and  sell docks, wharves, sheds, elevators, locks,  slips,
canals,  laterals, basins, warehouses, and other works of  public
improvement  and  all  other property, equipment  and  facilities
necessary  or useful for port, harbor and terminal purposes,  and
all  necessary property and appurtenances in connection with  the
foregoing, and to issue its public port revenue bonds to  finance
the  cost  of acquiring, constructing, equipping, installing  and
operating  docks and wharves and functionally related facilities;
and

      WHEREAS, in furtherance of the Act, the Issuer enters  into
this Facilities Agreement to induce and encourage the location by
the Company's of certain dock and wharf facilities in the Issuer,
the  Parish of Calcasieu, Louisiana, which will have an  economic
impact on the area and thereby the State; and

      WHEREAS,  the  Company's facilities  will  consist  of  the
acquisition and construction on approximately 200 acres  of  land
owned  by  the Company and placing into operation of a new  deep-
water  port complex consisting of bulkhead slips for loading  and
supply  of barges, boats and offshore construction vessels,  with
reinforced  concrete and/or crushed stone areas adjacent  to  the
slips  for  support  of  cranes used for  loading  materials  and
supplies  on  the vessels; buildings for the storage of  material
and  supplies  for  vessels; and a pipe  base  for  loading  reel
vessels  (collectively the "Project Facilities").   The financing
of  the Project Facilities and the costs of issuance of the Bonds
are hereinafter referred to as the "Project"); and

      WHEREAS,  the  Company  has agreed to  locate  its  Project
Facilities  in the Issuer and has requested the Issuer  to  issue
its  revenue  bonds  to  finance and pay for  a  portion  of  the
acquisition and construction of the Project, which Bonds shall be
payable solely from the payments made pursuant to this Facilities
Agreement; and

      WHEREAS, the Issuer has determined to finance a portion  of
the  cost of the Project as requested by the Company through  the
issuance  of  bonds  to be designated "Lake  Charles  Harbor  and
Terminal   District  Port  Improvement  Revenue   Bonds   (Global
Industries, Ltd. Project), Series 1997" (the "Bonds") limited  to
the aggregate principal amount of $25,000,000 pursuant to a Trust
Indenture dated as of November 1, 1997 (the "Indenture")  between
the  Issuer  and  First National Bank of Commerce,  New  Orleans,
Louisiana, as trustee (the Trustee"); and

      WHEREAS,  in  furtherance of the Project, the Company  will
make  Facilities Payments (as defined below) to the  Trustee,  as
the  Issuer's assignee, in an amount sufficient to pay  when  due
under the Indenture (whether at stated maturity, upon redemption,
upon  optional or mandatory tender, by acceleration or otherwise)
the principal of, premium, if any, and interest on the Bonds; and

     WHEREAS, In order to facilitate the issuance and sale of the
Bonds  and to enhance the marketability of the Bonds and  thereby
achieve  interest cost savings, the principal of and interest  on
the Bonds (to the extent other funds are not available therefor),
shall  be  secured by an irrevocable direct-pay letter of  credit
(together  with any substitute letter of credit, the  "Letter  of
Credit")  initially  issued  by  Bank  One,  Louisiana,  National
Association (together with any issuer of a replacement letter  of
credit, the "Bank") delivered to the Paying Agent for the account
of the Company in accordance with the provisions of the Indenture
and the Reimbursement Agreement dated as of November 1, 1997 (the
"Reimbursement Agreement") between the Bank and the Company; and

      WHEREAS,  the Issuer has assigned all of its rights,  title
and  interest  in  and to this Facilities Agreement  (except  for
certain rights relating to fees, expenses and to indemnification)
to the Trustee pursuant to the Indenture;

     NOW, THEREFORE, for and in consideration of the premises and
the  mutual  covenants hereinafter contained, the parties  hereto
hereby  formally covenant, agree and bind themselves as  follows,
to wit:


                            ARTICLE I
                 DEFINITIONS AND REPRESENTATIONS


     SECTION 1.1    Definitions and Construction.

      (a)  All terms used in this Facilities Agreement which  are
defined  in  the  Indenture  have  the  same  meanings  in   this
Facilities  Agreement which are assigned to  such  terms  in  the
Indenture, unless otherwise defined in this Facilities Agreement.

      In this Facilities Agreement (except as otherwise expressly
provided  or unless the context otherwise requires) the following
terms   shall  have  the  meanings  specified  in  the  foregoing
recitals:


          Act                      Issuer
          Bank                     Letter of Credit
          Bonds                    Project
          Facilities Agreement     Project Facilities
          Facilities Payments      Reimbursement Agreement
          Indenture                Trustee


      (b)   The following terms shall have the meanings specified
in this Section, unless the context otherwise requires:

      "Act  of  Bankruptcy"  shall mean  the  commencement  of  a
bankruptcy  or  similar  proceeding by or  against  the  Company,
including,  but not limited to, the following:  the making  of  a
general  assignment for the benefit of creditors, the  commencing
of  a  voluntary case under the Federal Bankruptcy  Code  or  the
filing  of a petition thereunder, petitioning or applying to  any
tribunal  for the appointment of a receiver, or any  trustee  for
the  Company or a substantial part of the assets of the  Company,
commencing  any  proceeding under any bankruptcy, reorganization,
arrangement, readjustment of debt, dissolution or liquidation law
or  statute  of  any jurisdiction, whether now  or  hereafter  in
effect,  or the appointment of a receiver or any trustee for  the
Company or any substantial part of any of the properties  of  the
Company.

      "Authorized Company Representative" shall mean each  person
at  the  time  designated to act on behalf of the  Company  by  a
written  certificate,  containing a specimen  signature  of  such
person, which is fully executed on behalf of the Company  and  is
furnished to the Trustee.

      "Board"  shall mean the Board of Commissioners of the  Lake
Charles Harbor and Terminal District, the governing authority  of
the Issuer.

      "Bond  Counsel" means an attorney or firm of  attorneys  of
national reputation selected by the Company, experienced  in  the
field of municipal bonds whose opinions are generally accepted by
purchasers of municipal bonds.

      "Bond  Proceeds Account" shall mean the fund by  that  name
established in the Construction Fund held by the Trustee pursuant
to Article III of the Indenture.

      "Bond  Purchase  Agreement"  shall  mean  the  Underwriting
Agreement,  dated  as  of November 19, 1997,  by  and  among  the
Issuer, the Company, and Morgan Stanley & Co., Incorporated.

       "Bond  Resolution"  means,  collectively,  the  resolution
adopted  by  the  Board  on  October 9,  1997,  as  supplemented,
ratified  and  approved by resolution adopted  by  the  Board  on
November  10, 1997, and any additional resolutions of the  Issuer
approving  and  authorizing the Bonds,  the  Indenture  and  this
Facilities Agreement.

      "Claims" shall mean all claims, lawsuits, causes of  action
and  other  legal  actions and proceedings  brought  against  any
Indemnified Party so long as the claim, lawsuit, cause of  action
or  other  legal  action or proceeding, directly  or  indirectly,
arises  out  of,  results from, relates to or is based  upon,  in
whole or in part:  (a) the issuance, offering, sale, delivery  or
payment   of   the  Bonds,  or  (b)  the  design,   construction,
installation,  operation, use, occupancy or  maintenance  of  the
Project Facilities or any part thereof.

      "Closing Date" shall mean the date of issuance and delivery
of  the  Bonds to the initial purchasers thereof in exchange  for
the purchase price therefor.

      "Code"  shall mean the Internal Revenue Code  of  1986,  as
amended,  together  with  any further  amendments  or  successors
thereto hereafter enacted.

       "Company"  shall  mean  (i)  Global  Industries,  Ltd.,  a
Louisiana  corporation,  and  (ii) any  surviving,  resulting  or
transferee entity as provided in Section 4.1 hereof.

      "Cost of Construction" shall mean all costs incurred by the
Issuer   or   the  Company  with  respect  to  the   acquisition,
construction   and   improvement  of  the   Project   Facilities,
including but not limited to, the following items:

            (i)   obligations  incurred  or  assumed  for  labor,
     materials  and equipment (including obligations  payable  to
     the  Company for expenditures made or costs incurred by  the
     Company);

           (ii) costs of any bonds and insurance deemed necessary
     or appropriate by the Company;
     
           (iii)  costs  of engineering services,  including  the
     costs  incurred  or  assumed  for  preliminary  design   and
     development,    surveys,    estimates    and    plans    and
     specifications,   and  for  supervising   construction   and
     performing all other duties required in connection with  the
     construction,  acquisition and improvement of  the   Project
     Facilities;

           (iv) costs which the Company shall be required to  pay
     under  the  terms of any contract or contracts in connection
     with  the construction, acquisition and improvement  of  the
     Project Facilities;

          (v) sums required to reimburse the Company for advances
     made  for  any of the above items, and for any  other  costs
     (including  a  portion  of  the interest  costs  of  general
     Company borrowings) incurred for work done or caused  to  be
     done  by  the Company which are properly chargeable  to  the
     Project Facilities;

           (vi) interest on the Bonds, and any other bonds issued
     by  the Issuer to finance the acquisition, construction  and
     improvement of the  Project Facilities, actually paid during
     or  attributable  to  the  period  of  construction  of  the
     Project  Facilities  and  for a period  of  one  year  after
     completion of construction (which the Issuer has found to be
     a reasonable period);

          (vii) to the extent authorized by the Act, costs of all
     other  items  related to the acquisition,  construction  and
     improvement of the  Project Facilities; and

           (viii) all Costs of Issuance and other financing costs
     and fees to be paid during the period of construction.

           "Costs  of Issuance" shall mean all costs and expenses
     incurred by the Issuer or the Company in connection with the
     issuance and sale of the Bonds, including without limitation
     (i)  fees and expenses of accountants, attorneys, engineers,
     underwriters  (whether  paid as a fee  or  a  discount)  and
     financial  advisors, (ii) materials, supplies  and  printing
     and  engraving costs, (iii) recording and filing fees,  (iv)
     rating  agency  fees, (v) initial fees and expenses  of  any
     Trustee   and   Paying   Agent,  and   (vi)   the   Issuer's
     administrative and overhead expenses as provided for in  the
     Facilities Agreement.

       "Disbursement   Request"  shall  mean  a  certificate   in
substantially  the  form  of Exhibit A signed  by  an  Authorized
Company Representative.

     "Event of Default" shall have the meaning given to such term
in Section 5.1 hereof.

     "Facilities Agreement" shall mean this Facilities Agreement.

      "Facilities Payments" shall mean the payments to be made by
the Company pursuant to Section 2.3 hereof.

     "Force Majeure" shall mean acts of God, strikes, lockouts or
other  industrial disturbances, acts of the public enemy,  orders
of any kind of the government of the United States of America, or
of  any  state  thereof,  or  any civil  or  military  authority,
insurrections,    riots,   epidemics,   landslides,    lightning,
earthquakes,   fires,  hurricanes,  tornadoes,  storms,   floods,
washouts,  droughts,  arrests,  restraining  of  government   and
people, civil disturbances, explosions, nuclear accidents,  wars,
breakage or accidents to machinery, transmission pipes or canals,
partial  or  entire  failure of utilities,  shortages  of  labor,
material,  supplies  or transportation, or any  other  cause  not
reasonably within the control of the party claiming inability  to
perform due to such cause.

      "Ground  Lease"  shall  mean  that  certain  Ground  Lease,
pursuant to which the Project Facilities are leased to or used by
the  Company and the Leased Land is leased by the Company to  the
Issuer and subleased by the Issuer to the Company.

       "Indemnified   Party,"  individually,   and   "Indemnified
Parties," collectively, shall mean the Issuer, the Board, and the
members,  officers, employees and agents of each of such  Persons
(other than Bond Counsel).

     "Indenture" shall mean the Trust Indenture, dated as of even
date herewith, by and between the Issuer and the Trustee.

      "Issuer"  shall mean the Lake Charles Harbor  and  Terminal
District.

     "Leased Land" means the land to be leased by the Issuer from
the  Company  and subleased by the Company from the Issuer  under
the   Ground  Lease,  on  which  will  be  situated  the  Project
Facilities.

      "Loss"  or  "Losses"  shall mean  losses,  costs,  damages,
expenses and liabilities of whatever nature (including reasonable
attorneys' fees, litigation and court costs and expenses, amounts
paid in settlement, amounts paid to discharge judgments) directly
or  indirectly resulting from, arising out of or relating to  one
or more Claims.

      "Paying  Agent" shall mean First National Bank of Commerce,
New  Orleans, Louisiana, as Paying Agent under the Indenture,  or
any  successor or successors designated as such from time to time
pursuant to the Indenture.

       "Person"   shall   mean   any   association,   individual,
corporation,  governmental  entity, partnership,  joint  venture,
business association, estate or any other organization or entity.

     "Project Facilities" means the construction, acquisition and
placing  into operation of a new deep-water port complex for  the
benefit  of  the  Company within the boundaries  of  the  Issuer,
consisting  of bulkhead slips for loading and supply  of  barges,
boats and offshore construction vessels, with reinforced concrete
and/or  crushed stone areas adjacent to the slips for support  of
cranes  used  for loading materials and supplies on the  vessels;
buildings  for the storage of material and supplies for  vessels;
and a pipe base for loading reel vessels, which facilities are to
be financed with the proceeds of the Bonds.

      "Purchase Price" shall mean, with respect to any Bond, 100%
of  the principal amount thereof and accrued interest to the date
established  for  purchase thereof by the terms thereof  and  the
Indenture.

       "Regulations"  shall  mean  the  Income  Tax   Regulations
promulgated pursuant to the Code or, if applicable, the  Internal
Revenue Code of 1954, as amended.

     "State" shall mean the State of Louisiana.

      "Tendered  Bond"  shall mean any Bond  tendered  or  deemed
tendered for purchase pursuant to the following Sections  of  the
Indenture:   Sections  3.01(c)(iii),  3.01(d)(iii),   301(d)(iv),
3.01(e)(iii), 3.01(e)(iv) or 3.01(f)(iii).

     "Trustee" shall mean First National Bank of Commerce, in the
City  of New Orleans, Louisiana, or any successor trustee or  co-
trustee  hereafter  appointed  in  the  manner  provided  in  the
Indenture.

      In  this Facilities Agreement, unless the context otherwise
requires:

           (1)  The terms "hereby," "hereof," "hereto," "herein,"
     "hereunder,"  and  any  similar  terms,  as  used  in   this
     Facilities  Agreement,  refer to this Facilities  Agreement,
     and  the  term  "hereafter" shall mean after, and  the  term
     "heretofore"  shall mean before the date of this  Facilities
     Agreement.

           (2)   Words  of  the masculine gender shall  mean  and
     include correlative words of the feminine and neuter genders
     and  words  importing  the singular number  shall  mean  and
     include the plural number and vice versa.

           (3)   Any headings preceding the texts of the  several
     Articles and Sections of this Facilities Agreement, and  any
     table  of  contents  appended hereto, shall  be  solely  for
     convenience of reference and shall not constitute a part  of
     this  Facilities  Agreement,  nor  shall  they  affect   its
     meaning, construction or effect.

           (4)   All references herein to particular Articles  or
     Sections are references to the Articles or Sections of  this
     Facilities  Agreement, and reference herein to  any  exhibit
     means an exhibit attached to this Facilities Agreement.

           (5)  Reference to any document means that document  as
     amended or supplemented from time to time in accordance with
     its   terms  and,  where  applicable,  the  Indenture,   and
     reference  to any party to a document means that  party  and
     its permitted successors and assigns.

      SECTION  1.2    Representations by the Issuer.  The  Issuer
represents and warrants that:

       (a)   The  Issuer  is  a  deep-water  port  and  political
subdivision of the State, created and organized pursuant  to  the
provisions of the Act.

     (b)  The Issuer has full corporate power and authority under
the  Constitution  and  laws  of the  State  to  adopt  the  Bond
Resolution,  to  issue  the Bonds, to execute  and  deliver  this
Facilities Agreement, the Ground Lease, and the Indenture and  to
perform its obligations hereunder and thereunder.

     (c)  The Issuer has duly adopted the Bond Resolution and has
duly  authorized  the execution and delivery of  this  Facilities
Agreement,  the  Ground  Lease, and the  Indenture.   All  action
required on the part of the Issuer for the authorization  of  the
issuance  of  the  Bonds and the execution and delivery  of  this
Facilities  Agreement, the Ground Lease, and  the  Indenture  has
been duly and effectively taken.

      (d)   This Facilities Agreement, the Ground Lease, and  the
Indenture constitute valid and binding obligations of the Issuer,
enforceable  against the Issuer in accordance  with  their  terms
(except  that  (i)  the enforceability of such documents  may  be
limited by bankruptcy, reorganization, insolvency, moratorium  or
other  similar  laws  of  general  application  relating  to  the
enforcement  of  creditors'  rights and  (ii)  certain  equitable
remedies, including specific performance may be unavailable).

       (e)   All  filings  with,  or  approvals  or  consents  of
governmental  authorities  (other  than  approvals  or   consents
required  under  the  Blue Sky or other securities  laws  of  any
jurisdiction) required to be made or obtained by the  Issuer  for
(i)  the  valid adoption of the Bond Resolution, (ii)  the  valid
authorization,  execution and delivery  by  the  Issuer  of  this
Facilities  Agreement, the Ground Lease, and  the  Indenture  and
(iii) the valid issuance of the Bonds have been, or prior to  the
issuance of the Bonds will be, duly made or obtained.

      (f)   There is no action, suit, proceeding or investigation
at  law  or  in  equity before or by any court, either  State  or
federal,  or  public body pending or, to the Issuer's  knowledge,
threatened,  calling into question the creation or  existence  of
the Issuer, the validity of this Facilities Agreement, the Ground
Lease, the Indenture or the Bonds, the authority of the Issuer to
issue  the  Bonds  or  to  execute and  deliver  this  Facilities
Agreement, the Ground Lease, and the Indenture and to perform its
obligations hereunder or thereunder, or the title of  any  person
to the office held by that person with the Issuer.

      (g)   The  execution  and delivery by the  Issuer  of  this
Facilities  Agreement, the Ground Lease, and the  Indenture,  and
the  performance of its obligations hereunder or thereunder, will
not  violate  any  provision  of the  Act  or,  to  the  Issuer's
knowledge, violate any provision of law or regulation, or of  any
judgment,  decree, writ, order or injunction, and  will  not  (i)
contravene the provisions of, (ii) constitute a default under, or
(iii)  result  in the creation of a lien, charge  or  encumbrance
under  any  agreement (other than the Indenture  and  the  Ground
Lease as to clause (iii) alone) to which the Issuer is a party or
by  which  any  of  its properties constituting  a  part  of  the
properties pledged pursuant to the Indenture is bound.

      (h)   No event has occurred, and to the Issuer's knowledge,
no condition currently exists, which constitutes or may, with the
passage  of  time or the giving of notice, or both, constitute  a
default with respect to or on the part of the Issuer hereunder.

      (i)   The  Issuer has not assigned or pledged and will  not
assign  or  pledge its right, title, or interest in and  to  this
Facilities  Agreement other than to secure the Bonds as  provided
in the Indenture.

      SECTION 1.3    Representations by the Company.  The Company
represents and warrants that:

      (a)   The  Company  is  a corporation  duly  organized  and
existing under the laws of Louisiana, is qualified to do business
and is in good standing in the State, has the corporate power and
authority to enter into this Facilities Agreement and the  Ground
Lease,  has  duly authorized the execution and delivery  of  this
Facilities  Agreement by proper corporate  action,  and  has  the
corporate  power to carry on the business for which  the  Project
Facilities are to be acquired, constructed, equipped, and  leased
or used.

      (b)   There is no action, suit, proceeding or investigation
at  law  or  in  equity before or by any court, either  state  or
federal,  or  public board or body pending or, to  the  Company's
knowledge, threatened against the Company, calling into  question
(i)  the  valid incorporation and existence of the Company,  (ii)
the  validity  of this Facilities Agreement or the Ground  Lease,
(iii)  the  authority of the Company to execute and deliver  this
Facilities  Agreement or the Ground Lease, or (iv) the  authority
of the Company to perform in any material respect its obligations
hereunder.

      (c)   The  execution and delivery by the  Company  of  this
Facilities Agreement and the Ground Lease and the performance  of
its  obligations  hereunder and thereunder will not  violate  the
Certificate of Incorporation or Bylaws of the Company or, to  the
Company's knowledge, in any material respect any provision of law
or   regulation,  or  any   judgment,  decree,  writ,  order   or
injunction, and will not contravene, to the Company's  knowledge,
in any material respect the provisions of or constitute a default
under  any material agreement to which the Company is a party  or
by which any of its properties are bound.

      (d)  To the Company's knowledge, no event has occurred, and
no condition currently exists, which constitutes or may, with the
passage  of time or the giving of notice, or both, constitute  an
Event  of  Default with respect to or on the part of the  Company
hereunder.

      (e)  The Company represents that it will operate or use the
Project  Facilities  in  accordance  with  all  applicable  laws,
including,  without  limitation, the  Code,  and  any  agreements
entered  into  by the Company and the Board with respect  to  the
Project Facilities; provided, however, that the Company shall not
be  required  to comply or cause compliance with applications  of
applicable  laws so long as the Company shall, at  the  Company's
expense, contest the same or the validity thereof in good  faith,
by  appropriate  proceedings.  Such contest may be  made  by  the
Company  in the name of the Issuer (if first approved by  Issuer)
or the Company, or both, as the Company shall determine (provided
that no such contest shall be made against the Issuer without the
consent  of the Issuer), and the Issuer agrees that it  will,  at
the  Company's expense, cooperate with the Company  in  any  such
contest  it approves to such extent as the Company may reasonably
request.  It is understood, however, that the Issuer shall not be
subject to any liability for the payment of any costs or expenses
in  connection with any such proceedings brought by the  Company,
and  the Company covenants to pay, and to indemnify and save  the
Issuer  from,  any  such  costs or  expenses.   The  foregoing  2
sentences shall not apply to an application of law by the  Issuer
in the administration of its powers and jurisdiction.
      (f)   The  statements, information, descriptions, estimates
and  assumptions contained in the Tax Certificate of the Company,
dated as of the Closing Date, are based upon the best information
available  to the Company and are true, correct and  complete  in
all material respects.


                           ARTICLE II
                FINANCING OF PROJECT FACILITIES;
                PAYMENT AND PREPAYMENT PROVISIONS


     SECTION 2.1    Financing the Project Facilities.  The Issuer
agrees   that  contemporaneously  with  the  delivery   of   this
Facilities  Agreement it will execute and deliver  the  Indenture
and  issue,  sell and deliver the Bonds to the initial purchasers
thereof  to provide a portion of the funds to finance the Project
established by Section 4.02 of the Indenture.  The Bonds shall be
limited  obligations of the Issuer and shall be  payable  by  the
Issuer solely out of the Facilities Payments derived from  or  in
connection  with  this Facilities Agreement and the  moneys  held
from  time  to  time under the Indenture other than  the  special
Rebate  Fund  established by Section 4.02 of the Indenture.   The
Bonds shall never be payable out of any other funds of the Issuer
except such revenues.

      In consideration of the issuance of the Bonds by the Issuer
to  provide  a  portion  of  the funds  to  finance  the  Project
Facilities,  the  Company  agrees  to  pay  to  the  Trustee  the
Facilities  Payments,  and to the Paying Agent  of  the  Purchase
Price.  The Facilities Payments shall be made for the benefit  of
the  holders  of  the Bonds into the Debt Service  Fund  and  the
Purchase Price payments shall be made to the Paying Agent for the
benefit of the Bondholders of Tendered Bonds, all as provided  in
the Bond Resolution and the Indenture.

      SECTION  2.2    Term; Cancellation at Expiration  of  Term.
The  term  of this Facilities Agreement shall commence, and  this
Facilities Agreement shall become effective, on the Closing Date,
and  shall expire on such date as the Bonds are paid in  full  or
provision therefor is made in accordance with Section 2.04 of the
Indenture; provided, however, that Sections 4.3, 4.4 and  6.2  of
this  Facilities  Agreement shall survive the expiration  of  the
term of this Facilities Agreement.

       Upon  the  expiration  of  the  term  of  this  Facilities
Agreement, the Issuer shall deliver to the Company any  documents
and  take  or cause the Trustee to take such actions  as  may  be
requested  of it to effectuate the cancellation and evidence  the
termination  of this Facilities Agreement.  Termination  of  this
Facilities  Agreement shall not affect the respective rights  and
obligations of the Issuer and the Company under the Ground Lease.

      SECTION 2.3    Facilities Payments.  The Company shall, and
hereby  agrees to, make payments under this Facilities  Agreement
directly to the Trustee, as assignee of the Issuer's interest  in
the  Facilities Payments under the Indenture, for deposit in  the
Debt  Service Fund, in immediately available funds on  or  before
11:00  a.m., Lafayette, Louisiana time, on each day on which  any
payment  of  principal of, premium, if any, and interest  on  the
Bonds  shall become due (whether at maturity or upon optional  or
mandatory  redemption or acceleration or otherwise) in an  amount
which  shall be equal to the principal of, premium, if  any,  and
interest  on  the Bonds due on such day (whether at  maturity  or
upon  redemption  or acceleration or otherwise);  provided,  that
such payments shall be reduced by the following amounts:

      (a)   The amount of accrued interest, if any, received upon
the  issuance of the Bonds and deposited in the Debt Service Fund
and available for such purpose pursuant to the Indenture shall be
credited against the next payment or payments;

     (b)  The amount of net income or gain received and collected
from  the  investment  of moneys in the  Debt  Service  Fund  and
available  for  such purpose pursuant to the Indenture  shall  be
credited against the next payment or payments unless the  Company
shall otherwise direct in writing;

      (c)  The amount of any excess moneys on deposit in the Debt
Service  Fund  and  available for such purpose  pursuant  to  the
Indenture shall be credited against the next payment or  payments
unless otherwise directed by the Company; and

      (d)   The  amount of any surplus funds in the  Construction
Fund  that  are transferred to the Debt Service Fund pursuant  to
the provisions of Section 3.02(f) of the Indenture.

      The  Company  further  agrees that  in  the  event  of  the
acceleration of the maturity of the Bonds upon the occurrence  of
an  Event of Default under the Indenture, the payment obligations
of  the  Company  hereinabove specified shall in like  manner  be
accelerated  and  the Company agrees to pay to  the  Trustee  the
Facilities  Payments  due  on  the  date  of  such  acceleration;
provided, however, that upon the annulment of the acceleration of
the  maturity  of  the Bonds as provided in  the  Indenture,  the
acceleration of the payment obligations of the Company  hereunder
shall also be annulled.

      Each  payment  by  the Company pursuant  to  this  Section,
together  with  any  amounts held in the Debt  Service  Fund  and
available for such purpose, shall in all events be sufficient  to
pay  principal  of, premium, if any, and interest  on  the  Bonds
(whether  at  maturity  or  by  acceleration  or  redemption   or
otherwise as provided in the Indenture) on the date such  payment
in connection with the Bonds is due.

      In  the event a payment date hereunder falls on a day which
is  not  a  Business Day, the payment involved shall be  due  and
payable  on the following Business Day, and no additional amounts
shall be due as a result.

       SECTION  2.4     Purchase  Price  Payments.   The  Company
covenants  to  timely provide, or make provision for  the  timely
payment  of, the Purchase Price of Tendered Bonds to  the  Paying
Agent when, in the manner and to the extent required by the terms
of the Indenture.

     SECTION 2.5    Optional Prepayment.  The Company shall have,
and  is  hereby granted the option, to prepay the amounts payable
under Section 2.3 hereof (a) to provide for the defeasance of the
Bonds  pursuant  to  Section 2.04 of the  Indenture  and  (b)  to
provide  for  the redemption of the Bonds when and  as  permitted
pursuant to the provisions of Article III of the Indenture.

     In the event the Company elects to cause a redemption of the
Bonds in whole or in part pursuant to Article II(C)(1) or (2)  of
the  Indenture, the Company shall give written notice thereof  to
the  Issuer and the Trustee at least 40 days prior to  the   date
selected  for such redemption by the Company, which notice  shall
specify  the  redemption  date and  amount  of  Bonds  to  be  so
redeemed, all in accordance with the Indenture, and in  the  case
of  an  optional redemption pursuant to Article II(C)(2)  of  the
Indenture,  shall  specify  that, in  the  determination  of  the
Company, one or more of the events permitting such redemption has
occurred  and  the  amount of Bonds to be redeemed  as  a  result
thereof, which determinations by the Company shall be conclusive.
If  less  than all of the Bonds are to be called for  redemption,
such  notice shall also identify the particular Bonds or portions
thereof to be redeemed, or shall direct the Trustee to select the
Bonds  to  be  redeemed  by  lot,  all  in  accordance  with  the
Indenture.   With respect to any optional redemption, the  notice
and election to cause the redemption of the Bonds shall be deemed
rescinded,  and the Bonds shall not be subject to  such  optional
redemption, in the event that the Company shall not deposit  with
the  Trustee, on or before 11:00 A.M., LaFayette, Louisiana  time
on  the  date  fixed for such redemption, an amount  which,  when
added to any moneys then on deposit in the Debt Service Fund  and
available  for  such  purpose, is  equal  to  the  principal  of,
premium,  if  any, and interest on such Bonds on the dated  fixed
for the redemption thereof.

      The  Issuer agrees that, at the request of the Company,  it
will cooperate with the Company to cause the Bonds or any portion
thereof to be redeemed to the extent permitted by the Indenture.

      SECTION  2.6     Obligation of Company Unconditional.   The
obligation of the Company to make the Facilities Payments to  the
Trustee  and the Purchase Price payments to the Paying  Agent  as
provided  in  this  Article shall be absolute and  unconditional,
irrespective  of any defense or right of set off,  recoupment  or
counterclaim  it  might otherwise have against  the  Issuer,  the
Trustee or the Paying Agent.

      The  Company will not suspend or discontinue any Facilities
Payments  or  Purchase  Price payments for any  cause  including,
without  limiting the generality of the foregoing, any  facts  or
circumstances  that  may constitute an eviction  or  constructive
eviction,   failure  of  consideration,  failure  of  title,   or
commercial   frustration  of  purpose,  or  any  damage   to   or
destruction  of  the Project Facilities, or the  termination  (by
expiration  of term or otherwise) or cancellation of  the  Ground
Lease,  or  a  default  under the Ground  Lease,  or  a  wrongful
dispossession of the Company under the Ground Lease or the taking
by  eminent domain of title to or the right of temporary  use  of
all or any part of the Project Facilities, or the application  of
or  any change in the tax or other laws of the United States, the
State  or  any  political subdivision of either thereof,  or  any
failure  of the Issuer or other party to perform and observe  any
agreement  or covenant, whether express or implied, or any  duty,
liability  or  obligation arising out of or connected  with  this
Facilities Agreement or the Ground Lease.

      The  Company further absolutely and unconditionally  agrees
and  covenants  to pay all reasonable expenses  and  charges  (in
cluding court costs and attorneys' fees), paid or incurred by the
Issuer, the Paying Agent or the Trustee in realizing upon any  of
the Facilities Payments or Purchase Price payments to be made  by
the  Company  or  in enforcing the provisions of this  Facilities
Agreement or the Indenture.

      Nothing in this Facilities Agreement shall be construed  to
release  the Issuer from the performance of any of its agreements
contained  in this Facilities Agreement or, except to the  extent
provided  in  this Section, prevent or restrict the Company  from
(i)  asserting any rights which it may have against  the  Issuer,
the  Trustee or any other Person under this Facilities Agreement,
(ii)  asserting its rights under any provision of law,  (iii)  at
its own cost and expense, prosecuting or defending any action  or
proceeding against or by third parties or taking any other action
to  secure or protect its rights under this Facilities Agreement,
(iv)  asserting its rights under the Ground Lease, or (v) at  its
own  cost  and  expense, prosecuting or defending any  action  or
proceeding against or by third parties or taking any other action
to  secure or protect its rights under the Ground Lease  or  with
respect to the Project Facilities.

      SECTION 2.7    Additional Financing.  Nothing herein  shall
be  construed as limiting the right of the Issuer and the Company
to  enter  into,  to  the extent permitted  by  law,  a  mutually
acceptable  agreement  or agreements other than  this  Facilities
Agreement  with respect to the issuance by the Issuer,  under  an
indenture  or indentures other than the Indenture, of obligations
to   provide  additional  funds  to  pay  the  costs  of  capital
improvements  intended  to  maintain  or  increase  the   overall
capacity or scope of the Project Facilities, to provide funds  to
pay  costs  of  improvements to the Project Facilities  or  other
projects permitted by the Act or to refund all or any part of the
Bonds or any other obligations, or any combination thereof.


                           ARTICLE III
            AGREEMENT TO UNDERTAKE PROJECT FACILITIES;
          CUSTODY AND APPLICATION OF PROCEEDS OF BONDS


      SECTION  3.1    Agreement to Undertake Project  Facilities;
Completion   of   the  Project  Facilities   if   Bond   Proceeds
Insufficient.   The  Company covenants and agrees  to  cause  the
Project  Facilities  to  be acquired, designed,  constructed  and
installed  and  to  place in service the  Project  Facilities  in
furtherance  of the public purposes of the Act, all as  shall  be
determined by the Company, subject to the terms and provisions of
this  Facilities Agreement and the Ground Lease.  The description
of   the  Project  Facilities  contained  in  Exhibit  A  may  be
supplemented  or amended by the Company, provided  that  (1)  all
property  comprising  the  amended  description  of  the  Project
Facilities shall be leased to or used by the Company pursuant  to
the  Ground Lease, (2) no such supplement or amendment shall  (a)
relieve the Company from making the payments required pursuant to
Article II hereof, (b) cause the Project Facilities no longer  to
qualify as dock or wharf facilities under the Act or the Code  or
(c)  result  in a violation of Article VI hereof and (3)  in  the
case of a new project added to Exhibit A, such addition shall  be
approved by the Board.

      The  Company agrees to use the proceeds of the Bonds solely
to  pay Costs of Construction. The Company reserves the right  to
allocate  such proceeds among the Project Facilities so  long  as
such  allocation does not cause funds derived from  all  sources,
including such proceeds, to be inadequate to complete the payment
of  the  Costs of Construction.  The Company agrees  to  pay  all
Costs  of  Construction  which are not, or  cannot  be,  paid  or
reimbursed from the proceeds of the Bonds, and in such event, the
Company shall not be entitled to any reimbursement therefor  from
the Issuer or from any Bondholders, nor shall it be entitled,  as
a  consequence  of such unreimbursed payment, to  any  abatement,
postponement  or  diminution of the amounts  payable  under  this
Facilities Agreement; provided, however, that the foregoing shall
not  be  construed  as  limiting the rights  of  the  Company  to
supplement  or  amend the description of the  Project  Facilities
contained in Exhibit A as provided above nor to limit the ability
of  the Company to obtain additional financing from any source or
sources  to  complete the Project Facilities.  In the event  that
the  Company  should use any of its own funds  to  pay  Costs  of
Construction  pursuant  to the preceding sentence,  such  payment
shall be treated by the parties hereto as a payment of additional
amounts for the use of the Project Facilities.

     The parties hereto acknowledge that the Issuer's only source
of  funds with which to carry out its obligations hereunder  will
be  from  the  proceeds  of the sale of  the  Bonds,  and  it  is
expressly  agreed  that  the  Issuer  shall  have  no  liability,
obligation  or  responsibility  hereunder  to  the  Company  with
respect to the financing of the Project Facilities except to  the
extent of funds available from such proceeds.

      THE ISSUER MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND
WHATSOEVER WITH RESPECT TO THE PROJECT FACILITIES, INCLUDING, BUT
NOT  LIMITED  TO:  THE  MERCHANTABILITY THEREOF  OR  THE  FITNESS
THEREOF  FOR  ANY  PARTICULAR PURPOSES; THE DESIGN  OR  CONDITION
THEREOF; THE WORKMANSHIP, QUALITY OR CAPACITY THEREOF; COMPLIANCE
THEREOF WITH THE REQUIREMENTS OF ANY LAW, RULE, SPECIFICATION  OR
CONTRACT  PERTAINING  THERETO;  PATENT  INFRINGEMENT;  OR  LATENT
DEFECTS.

       SECTION  3.2     Debt  Service  Fund.   Pursuant  to   the
Indenture,  there shall be deposited in the Debt Service  Fund  a
sum,  if  any,  equal to interest accrued on the Bonds  from  the
dated  date thereof to the Closing Date.  Sums on deposit in  the
Debt  Service Fund shall be applied and invested at the direction
of the Company as set forth in the Indenture.

     SECTION 3.3    Construction Fund.

      (a)  The proceeds of the Bonds shall be deposited into  the
Debt  Service  Fund  and the Construction  Fund  as  Provided  in
Article IV of the Indenture.  Sums on deposit in the Construction
Fund  shall  be invested at the direction of the Company  as  set
forth in the Indenture.  The Trustee shall disburse or apply  the
money  in  the Construction Fund in accordance with this  Section
and Article IV of the Indenture.

      (b)  The  Trustee shall disburse (or transfer to  the  Debt
Service  Fund) amounts in the Construction Fund to pay  Costs  of
Construction upon receipt of a disbursement request, in the  form
attached  to the Indenture as Exhibit A thereto, a copy of  which
shall be delivered to the Issuer.

      In  making any such payment from the Construction Fund, the
Trustee and the Issuer may rely on such disbursement requests and
proof  delivered to it, and the Trustee and the Issuer  shall  be
relieved of all liability with respect to making such payments in
accordance with the foregoing.

     On the Closing Date, the Company shall prepare and submit to
the  Trustee a disbursement request which shall provide  for  the
payment of all Costs of  Issuance.

      (c)  Upon the filing of the completion certificate pursuant
to  Section 3.4 hereof, the balance in the Construction  Fund  in
excess  of the amount, if any, stated in such certificate  to  be
retained  therein, shall be held and applied as  directed  by  an
Authorized  Company  Representative in  accordance  with  Section
3.02(f) of the Indenture.

      (d)  In  the event the Company shall be required  or  shall
elect  to  prepay all of the Facilities Payments  hereunder,  the
Company  may  direct the Trustee to transfer the balance  in  the
Construction Fund to the Debt Service Fund without the  necessity
of complying with subsection (b) of this Section.

      (e)  In  case  of  acceleration of maturity  of  the  Bonds
pursuant to the Indenture, the Trustee shall transfer the balance
in  the  Construction Fund to the Debt Service Fund  without  the
necessity of complying with subsection (b) of this Section.

      SECTION  3.4     Completion  of  Project  Facilities.   The
completion of the acquisition, construction and equipping of  the
Project Facilities and payment of all costs and expenses incident
thereto shall be evidenced by the filing with the Trustee of  the
completion   certificate   signed  by   an   Authorized   Company
Representative  acknowledging the facts  set  forth  therein  and
stating  (1)  the  date of such completion, (2) that  all  labor,
services,  materials and supplies used in such  construction  and
equipping for which payment is due have been paid for,  (3)  that
at least 95% of all amounts disbursed from the Construction Fund,
after talking into account amounts theretofore paid or reimbursed
from  the  Construction Fund and amounts, if any, to be  paid  or
reimbursed  from  the Construction Fund after the  date  of  such
certificate,  to  pay Costs of Construction (including  costs  of
issuance and underwriters' discount) have been or will be used to
provide  dock  and  wharf facilities or other  exempt  facilities
within  the  meaning  of the Code and the Regulations  in  effect
thereunder  and applicable to the Bonds, and (4) the  amount,  if
any,  required  in his opinion for the payment of  any  remaining
part  of  the  Costs of Construction.  A copy of such  completion
certificate shall be delivered to the Issuer.

      SECTION 3.5    Possession, Use and Occupancy.  The  parties
hereto  acknowledge  that possession, use and  occupancy  of  the
Project Facilities is governed by the terms and provisions of the
Ground  Lease,  and  that nothing contained  in  this  Facilities
Agreement is intended or shall be construed to preclude or  limit
in  any  way the exercise by either the Issuer or the Company  of
their  respective rights or remedies under the Ground Lease,  nor
to give to the Company or the Issuer any separate right hereunder
to use or occupy the Project Facilities or any part thereof.


                           ARTICLE IV
                      PARTICULAR COVENANTS


      SECTION  4.1     The  Company to  Maintain  its  Existence;
Conditions   under   which  Exceptions  Permitted.    Except   as
hereinafter  provided  the Company agrees that  during  the  term
hereof  it  will  not dissolve or otherwise  dispose  of  all  or
substantially all of its assets and will not consolidate with  or
merge  into  another  entity  unless  the  surviving  entity   or
transferee,  as  applicable, is a solvent  corporation  or  other
entity  and, concurrently with such transaction, irrevocably  and
unconditionally  assumes in writing, by means  of  an  instrument
which  is  delivered to the Issuer and the Trustee,  all  of  the
obligations of the Company herein.

      SECTION  4.2     Assignment.  The Company may  transfer  or
assign this Facilities Agreement or transfer or assign any or all
of  its  rights and delegate any or all of its duties  hereunder,
but  no such transfer, assignment or delegation shall relieve the
Company or any successor thereto of its liability for the payment
of  the  amounts to be paid by it under this Facilities Agreement
and  for  the  full  observance and performance  of  all  of  the
covenants and conditions to be observed and performed by it which
are  contained in this Facilities Agreement, except in connection
with   a   dissolution,  disposition,  consolidation  or   merger
permitted under Section 4.1 hereof.

      The  Issuer shall, in accordance with the Indenture, assign
this  Facilities  Agreement and the moneys  receivable  hereunder
(other than certain rights to fees, expenses and indemnification)
to  the  Trustee  as  security for payment of the  principal  of,
premium,  if any, and interest on the Bonds.  The Company  hereby
assents  to  such  assignment and agrees  that  the  Trustee  may
exercise and enforce in accordance with the Indenture any of such
rights  of  the  Issuer under this Facilities Agreement  assigned
pursuant  to the Indenture.  Any such assignment, however,  shall
be  subject to all of the rights and privileges of the Company as
provided in this Facilities Agreement.

     SECTION 4.3    Indemnity of Governmental Units and Issuer.

      (a)   Agreement  to  Indemnify.  The Company  releases  the
Indemnified  Parties from and agrees to indemnify  and  hold  the
Indemnified  Parties harmless against any Loss  unless  the  Loss
arises from the fraud, theft, bad faith or willful misconduct  of
the Person to be indemnified.

     (b)  Reimbursement.  Each Indemnified Party, as appropriate,
shall  reimburse  the Company for payments made  by  the  Company
pursuant  to this Section to the extent of any proceeds,  net  of
all  expenses of collection, actually received by them  from  any
insurance proceeds with respect to any Loss.  At the request  and
expense  of  the Company, each Indemnified Party shall  have  the
duty  to  claim any such insurance proceeds and such  Indemnified
Party shall assign its rights to such proceeds, to the extent  of
such required reimbursement, to the Company.

      (c)  Notice.  In case any Claim shall be brought or, to the
knowledge  of  any  Indemnified  Party,  threatened  against  any
Indemnified  Party in respect of which indemnity  may  be  sought
against the Company, failure of the Indemnified Party (other than
the  Issuer with respect to which there shall be no reduction  in
the  liability of the Company) to promptly notify the Company  in
writing  will  reduce  the liability of the  Company  under  this
Facilities Agreement by the amount of the damages attributable to
the  failure to give the notice; but the failure will not relieve
the  Company  from any liability it may have to such  Indemnified
Party otherwise than under the provisions of this Section 4.3.

      (d)   Defense.  The Company shall have the right to  assume
the  investigation  and  defense of  all  Claims,  including  the
employment  of  counsel and the payment of  all  expenses.   Each
Indemnified Party shall have the right to employ separate counsel
in  any  such  action  and participate in the  investigation  and
defense thereof, but the fees and expenses of such counsel  shall
be  paid  by such Indemnified Party unless (i) the employment  of
such counsel has been specifically authorized by the Company,  in
writing, or (ii) the Company has failed to assume the defense and
to  employ counsel, or (iii) the named parties to any such action
include  both  an  Indemnified Party and  the  Company,  and  the
Indemnified Party shall have received a written legal opinion  of
counsel to the effect that in such counsel's opinion, one or more
of  the legal defenses available to such Indemnified Party are in
conflict  with those available to the Company (in which case,  if
such  Indemnified Party notifies the Company in writing  that  it
elects  to employ separate counsel at the Company's expense,  the
Company  shall  not have the right to assume the defense  of  the
action  on  behalf  of such Indemnified Party; provided  however,
that the Company shall not, in connection with any one action  or
separate but substantially similar or related actions in the same
jurisdiction  arising  out  of the  same  general  allegation  or
circumstances, be liable for the reasonable fees and expenses  of
more  than  one  separate firm of attorneys for  the  Indemnified
Parties,  which  firm  shall  be designated  in  writing  by  the
Indemnified  Parties);  provided further, however,  that  nothing
herein  shall  be  construed  as  prohibiting  the  Issuer   from
utilizing its own in-house counsel.

     (e)  Cooperation with Company.  Each Indemnified Party, as a
condition  of  such  indemnity, shall use reasonable  efforts  to
cooperate  with  the Company in the defense of  any  Claim.   The
Company shall not be liable for any settlement of any such action
without its consent, but, if any such action is settled with  the
consent  of  the  Company, the Company shall indemnify  and  hold
harmless  the Indemnified Parties against any Loss by  reason  of
such settlement as provided in this Section.

       SECTION  4.4     Reasonable  and  Extraordinary  Fees  and
Expenses of Trustee and Paying Agent; Indemnification of Trustee.

     (a)  Fees and Expenses.  The Company shall pay, from time to
time,   upon   the  Trustee's  written  request,  the  reasonable
compensation  for its services rendered under the  Indenture  and
reimburse   the   Trustee   for  its  reasonable   ordinary   and
extraordinary   out-of-pocket  expenses   (including   reasonable
counsel  fees  and  expenses) reasonably incurred  in  connection
therewith,  except as a result of the Trustee's gross  negligence
or willful misconduct.

      Notwithstanding  the  foregoing, the Company  may,  without
creating  a  default hereunder or under the Indenture,  prior  to
paying  any such compensation or out-of-pocket expenses,  contest
in good faith the necessity for or reasonableness thereof.

     (b)  Indemnity.  The Company agrees to indemnify the Trustee
for,  and  to  hold it harmless against, any loss,  liability  or
expense  incurred without gross negligence or willful  misconduct
on  its part, arising out of or in connection with the acceptance
or   administration  of  the  trust  imposed  by  the  Indenture,
including the costs and expenses of defending itself against  any
claim or liability in connection with the exercise or performance
of  any  of  its  powers  or duties under the  Indenture  or  the
Reimbursement Agreement; provided, however, that:

           (1)   the  Trustee  shall reimburse  the  Company  for
     payments made by the Company pursuant to such indemnity,  to
     the  extent  of  any  proceeds,  net  of  all  expenses   of
     collection,  actually  received by  it  from  any  insurance
     proceeds   with  respect  to  any  such  indemnified   loss,
     liability or expense, and the Trustee shall assign rights to
     such proceeds, to the extent of such required reimbursement,
     to the Company;

           (2)   as  a  condition to such indemnity, the  Trustee
     shall  promptly notify the Company in writing of  any  claim
     brought  or, to the knowledge of the Trustee, threatened  in
     writing  against  the Trustee in respect of which  indemnity
     may be sought against the Company;

           (3)   the  Company shall have the right to assume  the
     investigation and defense of all claims against the  Trustee
     in  respect  of  which indemnity may be sought  against  the
     Company, including the employment of counsel and the payment
     of  all  expenses, provided that the Trustee shall have  the
     right  to  employ  separate counsel in any such  action  and
     participate  in the investigation and defense  thereof,  but
     the  fees and expenses of such counsel shall be paid by  the
     Trustee  unless (a) the employment of such counsel has  been
     specifically  authorized by the Company, in  writing,  which
     consent  shall  not  be unreasonably withheld,  or  (b)  the
     Company  has  failed  to assume the defense  and  to  employ
     counsel; and

           (4)   as  a  condition of such indemnity, the  Trustee
     shall  use reasonable efforts to cooperate with the  Company
     in  defense of each claim.  The Company shall not be  liable
     for any settlement of a claim without its consent.

     (c)  Paying Agent's Costs and Indemnity.  The Company agrees
to  pay the Paying Agent the reasonable fees and expenses of  the
Paying  Agent and agrees to indemnify the Paying Agent as and  to
the extent set forth in Section 3.10(a) of the Indenture.

      SECTION  4.5    Expenses of Issuer.  Except as provided  in
Section  4.3  hereof,  throughout the term  hereof,  the  Company
agrees  to  pay  to the Issuer an amount equal to the  reasonable
expenses of the Issuer incident to the collection of payments  or
other  sums  due under this Facilities Agreement,  including  any
reasonable attorneys' fees.

      Notwithstanding  the  foregoing, the Company  may,  without
creating  a  default hereunder or under the Indenture,  prior  to
paying such expenses, contest in good faith the necessity for any
such  services  or expenses and the reasonableness  of  any  such
services or expenses.

      SECTION 4.6    Discharge of Liens on Payments.  If any lien
shall be filed or asserted against any amounts payable hereunder,
the  party  against whom such lien shall have been  filed  shall,
within  sixty  (60) days after receipt of notice  of  the  filing
thereof or the assertion thereof against such payments, undertake
to  cause  the  same to be discharged of record,  or  effectively
prevent  the  enforcement  or foreclosure  thereof  against  such
payments, by contest, payment, deposit, bond, order of  court  or
otherwise.

      SECTION  4.7     Inspection of the Books and Records.   The
Issuer, the Trustee and the Bank shall also be permitted, at  all
reasonable times and upon prior notice to the Company, to examine
the  books and records of the Company with respect to the Project
Facilities.  The use of all such information shall be subject  to
applicable  law  and the Issuer, the Trustee and the  Bank  shall
agree,  as  a condition to making such inspection, to  treat  any
such  information  so obtained in a confidential  manner  to  the
extent permitted by applicable law.

       SECTION   4.8      Further   Assurances   and   Corrective
Instruments.   The Issuer and the Company agree that  they  will,
from time to time, execute, acknowledge and deliver, or cause  to
be  executed, acknowledged and delivered, such supplements hereto
and  such  further instruments as may reasonably be required  for
correcting any inadequate or incorrect description of the Project
Facilities  or  facilitating the performance of  this  Facilities
Agreement.

       SECTION  4.9     Amendments  to  Indenture.   The   Issuer
covenants and agrees that it will not, without the prior  written
consent  of  the Company, enter into or consent to any amendment,
change or modification of the Indenture.

     SECTION 4.10   Force Majeure.  If by reason of Force Majeure
either  the Issuer or the Company shall be rendered unable wholly
or  in  part  to carry out its obligations under this  Facilities
Agreement, and if such party gives notice and full particulars of
such  Force  Majeure  in  writing to the  other  party  within  a
reasonable time after failure to carry out its obligations  under
this  Facilities  Agreement,  such obligations  (other  than  the
obligations of the Company specified in the last sentence of this
Section)  of  the party giving such notice, so long as  they  are
affected  by  such Force Majeure, shall be suspended  during  the
continuance of the inability then claimed, including a reasonable
time for removal of the effect thereof.  The requirement that any
Force Majeure shall be reasonably beyond the control of the party
shall  be  deemed  to be fulfilled even though  any  existing  or
impending strike, lockout or other industrial disturbance may not
be  settled but could have been settled by acceding to the demand
of  the  opposing  Person.  Notwithstanding the   foregoing,  the
occurrence  of any Force Majeure shall not suspend  or  otherwise
abate, and the Company shall not be relieved from, the obligation
to  make  payments  pursuant to Article II hereof  at  the  times
required  and to make payments pursuant to Sections 4.3  and  4.5
hereof.


                            ARTICLE V
                      DEFAULT AND REMEDIES

     SECTION 5.1    Events of Default.

      Any one or more of the following events shall constitute an
Event of Default:

      (a)   the failure of the Company to pay Facilities Payments
or  Purchase  Price payments, pursuant to Sections  2.3  and  2.4
hereof, when due;

      (b)  any failure of the Company to observe and perform  any
covenant  hereunder on its part to be performed (other  than  the
obligation  to  make payments pursuant to Sections  2.3  and  2.4
hereof and other than the representations, warranties, covenants,
conditions   or   agreements  contained  in   Article   VI)   and
continuation  of  such failure for a period of  sixty  (60)  days
after  receipt by the Company  of written notice from the Trustee
specifying the nature of such default and requesting that  it  be
remedied  unless:  (i) the Trustee shall agree in writing  to  an
extension of such period, or (ii) if the failure is such that  it
can  be  corrected, but not within such period, corrective action
is  instituted  by the Company within the applicable  period  and
such  failure  is  corrected with due diligence  until  satisfied
after  receipt  by the Company of such written  notice  from  the
Trustee; and

      (c)   the occurrence of an Act of Bankruptcy, provided that
with  respect  to  the  filing  of  an  involuntary  petition  in
bankruptcy  or  other  commencement of a  bankruptcy  or  similar
proceeding against the Company, such petition or proceeding shall
remain undismissed for sixty (60) days.

      SECTION 5.2    Remedies on Default.  Whenever any Event  of
Default referred to in Section 5.1 hereof shall have occurred and
be continuing:

      (a)   The  Trustee  shall, but only  in  the  event  of  an
acceleration of the amounts due on the Bonds pursuant to  Article
VI  of  the  Indenture, cause all installments of the  Facilities
Payments  to be immediately due and payable, whereupon  the  same
shall become immediately due and payable; and

      (b)   The  Trustee may take whatever action at  law  or  in
equity  may appear necessary or desirable to collect the payments
then  due  and  thereafter to become due  under  this  Facilities
Agreement,  or  to  enforce  performance  or  observance  of  any
covenants   of  the  Company  under  this  Facilities  Agreement;
provided, however, that it is expressly provided that none of the
Issuer,  the  Trustee, or any other Person acting for  their  own
account  or  by  or on behalf of the Issuer, the Trustee  or  the
holders of the Bonds shall have any legal or equitable rights  of
access,  possession, sale, or use of the Project  Facilities,  or
the  premises on which the same are situated, possessed,  leased,
used  or  held  under  the  Ground Lease,  or  to  any  proceeds,
revenues, income or rents derived from the sale, use, letting  or
reletting  thereof, for the purpose of collecting  or  satisfying
any  claim against the Company for amounts due and payable by the
Company under this Facilities Agreement except to the extent that
the  Issuer  shall  have such rights of access, use,  possession,
income or rents in accordance with the terms of the Ground Lease.

     A waiver by the Trustee of any Event of Default as permitted
by   the  Indenture  shall  also  constitute  a  waiver  of   its
consequences hereunder, and any annulment of the acceleration  of
the maturity of the Bonds as provided in the Indenture shall also
constitute  an  annulment  of  the acceleration  of  the  payment
obligations of the Company and its consequences hereunder.

      In  addition to the provisions of Section 5.2(a)  regarding
the acceleration of Facilities Payments upon the occurrence of an
Event  of  Default,  the Company agrees to  make  the  Facilities
Payments  required  pursuant  to  Section  2.3,  including  those
resulting from an acceleration of the maturity of Bonds  pursuant
to  Article VI of the Indenture, whether or not a default  or  an
Event of Default has occurred hereunder.

     SECTION 5.3    Remedies Cumulative.  The rights and remedies
of  the  Issuer  or  the Trustee under this Facilities  Agreement
shall  be  cumulative and shall not exclude any other rights  and
remedies of the Issuer or the Trustee allowed by law with respect
to  any default under this Facilities Agreement.  Failure by  the
Issuer  or  the Trustee to insist upon the strict performance  of
any  of  the  covenants and agreements herein  set  forth  or  to
exercise  any  rights  or remedies upon default  by  the  Company
hereunder  shall  not  be considered or  taken  as  a  waiver  or
relinquishment for the future of the right to insist upon and  to
enforce,  by  injunctive or other appropriate legal or  equitable
remedy,  a  strict  compliance by the Company  with  all  of  the
covenants and conditions hereof, or of the right to exercise  any
such  rights  or  remedies, if such default  by  the  Company  be
continued or repeated.

                           ARTICLE VI
                          TAX COVENANTS

      SECTION  6.1     Covenants with Respect to  Exclusion  from
Gross Income of Interest on the Bonds.  The Issuer (to the extent
that  such  matters  are  within its  control)  and  the  Company
covenant to refrain from any action which would adversely affect,
and  to take such action (including the provision and enforcement
by  the Company in any document of sublease or assignment of  the
Company's  interests in all or any part of the Project Facilities
pursuant  to  one  or  more of the Ground  Lease  of  appropriate
covenants  of  the   sublessee  or  assignee  thereunder)  as  is
necessary  to  assure the treatment of the Bonds  as  obligations
described in section 103(a) of the Code, the interest on which is
not  includable  in the "gross income" of the owner  thereof  for
purposes of federal income taxation (other than the gross  income
of  a  "substantial user" of the Project Facilities or a "related
person" to such a "substantial user," within the meaning  of  the
Code).  In particular, but not by way of limitation thereof,  the
Issuer and the Company covenant as follows:

      (a)   to  take  such action to assure that  the  Bonds  are
"exempt facility bonds" as defined in section 142(a) of the Code,
at  least 95 percent of the proceeds of which are used to provide
"docks  and  wharves" within the meaning of section 142(a)(2)  of
the   Code  or  property  functionally  related  and  subordinate
thereto;

      (b)   to  ensure that at all times during the term  of  the
Bonds (and the Ground Lease) that the Project Facilities will  be
treated  as "governmentally owned" within the meaning of  section
142(b)  of the Code, including without limitation, not permitting
(or  to  the  extent  within the control of  the  Issuer  or  the
Company,  permitting  any other non-governmental  person)  to  be
entitled for federal income tax to deductions for depreciation or
investment tax credit in regards to the Project Facilities;

      (c)  to refrain from taking any action that would result in
the  Bonds  being "federally guaranteed" within  the  meaning  of
section 149(b) of the Code;

      (d)   to refrain from using any portion of the proceeds  of
the Bonds, directly or indirectly, to acquire or to replace funds
that  were  used,  directly or indirectly, to acquire  investment
property  (as  defined in section 148(b)(2) of  the  Code)  which
produces  a  materially higher yield over the term of the  Bonds,
other than investment property acquired with --

           (i)   proceeds of the Bonds invested for a  reasonable
     temporary period or, until such proceeds are needed for  the
     purpose for which the Bonds are issued,

           (ii) proceeds of amounts invested in a bona fide  debt
     service  fund,  within the meaning of section 1.148-1(b)  of
     the Regulations, and

           (iii)     amounts deposited in any reasonably required
     reserve  or  replacement fund to the extent such amounts  do
     not  exceed 10 percent of the proceeds of the Bonds (and  to
     the  extent  that at no time during any Bond Year  will  the
     aggregate  amount invested at such higher yield  exceed  150
     percent of debt service on the Bonds for such Bond Year) (as
     defined in section 148(d)(3)(D) of the Code);
     (e)  to otherwise restrict the investment of the proceeds of
the Bonds or amounts treated as proceeds of the Bonds, as may  be
necessary, to satisfy the requirements of section 148 of the Code
(relating to arbitrage);

      (f)   to use proceeds of the Bonds in an amount that is  no
more than two percent (2%) of the sale proceeds of the Bonds  for
the payment of costs of issuance of the Bonds;

      (g)   to  use  no portion of the proceeds of the  Bonds  to
provide  any  airplane,  sky-box or  other  private  luxury  box,
facility  primarily  used for gambling  or  store  the  principal
business  of  which  is  the  sale  of  alcoholic  beverages  for
consumption off-premises;

     (h)  to comply with the limitations of section 147(c) of the
Code  (relating  to  the limitation of the  use  of  proceeds  to
acquire  land)  and  section 147(d)  of  the  Code  (relating  to
restrictions  on  the  use of bond proceeds to  acquire  existing
buildings, structures or other property);

      (i)   the  weighted average maturity of the Bonds will  not
exceed  120  percent of the average reasonably expected  economic
life of the Project Facilities.

      When  used in this Section 6.1 the terms "proceeds  of  the
bonds" includes all sale and investment proceeds of the Bonds.

      It  is the understanding of the Issuer and the Company that
the  covenants contained herein are intended to assure compliance
with  the  provisions of the Code and any regulations or  rulings
promulgated  by  the  U.S. Department of  the  Treasury  pursuant
thereto pertaining to obligations described in section 103(a)  of
the Code.  In the event that regulations or rulings are hereafter
promulgated  which modify or expand provisions of  the  Code,  as
applicable to the Bonds, the Issuer and the Company will  not  be
required  to  comply with any covenant contained  herein  to  the
extent  that  such  failure to comply, in  the  opinion  of  Bond
Counsel,  will  not adversely affect the exemption  from  federal
income taxation of interest on the Bonds under section 103 of the
Code.   In  the  event that regulations or rulings are  hereafter
promulgated  which  impose  additional  requirements  which   are
applicable  to  the Bonds, the Issuer and the  Company  agree  to
comply  with the additional requirements to the extent necessary,
in  the  opinion of Bond Counsel, to preserve the exemption  from
federal  income taxation of interest on the Bonds  under  section
103  of  the Code. In furtherance of the foregoing, the President
or  Vice  President of the Board of Directors of the  Issuer  may
execute  any certificates or other reports required by  the  Code
and  make such elections, on behalf of the Issuer, which  may  be
permitted by the Code as are consistent with the purpose for  the
issuance of the Bonds.

      SECTION  6.2     Payment  to Special Rebate  Fund;  Company
Determinations.  The Company hereby covenants and agrees to  make
the  determinations at the times and as described in Section 4.02
of  the Indenture.  The Company shall accompany each copy of  the
computations provided to the Issuer and the Trustee  pursuant  to
Section  4.02 of the Indenture with a summary of the  methodology
used by the Company in preparing such computations.

      In  any  event, if the amount of cash held in  the  special
Rebate Fund established pursuant to Section 4.02 of the Indenture
prior  to  the  date on which any payment must  be  made  by  the
Trustee  pursuant  to  Section 4.02 of  the  Indenture  shall  be
insufficient  to permit the Trustee to make such payment  to  the
United States, the Company forthwith shall pay the amount of such
insufficiency to the Trustee in immediately available funds.  The
obligations  of  the  Company  under  this  Section  are   direct
obligations  of  the Company, acting under the authorization  of,
and  on  behalf  of,  the Issuer, and the Issuer  shall  have  no
further  obligation  or duty with respect to the  special  Rebate
Fund.


                           ARTICLE VII
                          MISCELLANEOUS

      SECTION  7.1    Application of Moneys; Rights  of  Company.
Moneys received from the sale of the Bonds and all payments  paid
by  the  Company and all other moneys received by the Issuer  for
the payment of the principal of, premium, if any, and interest on
the  Bonds  under this Facilities Agreement, or  the  Trustee  in
connection with this Facilities Agreement shall be applied solely
and  exclusively in the manner and for the purposes as  expressed
and  specified  in  the Indenture and this Facilities  Agreement.
Unless  there shall have occurred an Event of Default  hereunder,
the  Company  shall have and may exercise all the rights,  powers
and authority stated to be in the Company hereunder and under the
Indenture, and the Indenture and the Bonds shall not be modified,
altered  or  amended in any manner which adversely  affects  such
rights,  powers and authority so stated to be in the  Company  or
otherwise adversely affects the Company without the prior written
consent of the Company.

       SECTION   7.2     Benefit  of  and  Enforcement   by   the
Bondholders.   The  Issuer  and  the  Company  agree  that   this
Facilities  Agreement is executed in part to induce the  purchase
of  the  Bonds  and for the further securing of  the  Bonds,  and
accordingly  all  covenants and agreements on  the  part  of  the
Issuer  and the Company as set forth in this Facilities Agreement
are  hereby  declared to be for the benefit of the  holders  from
time  to  time  of the Bonds and may be enforced as  provided  in
Article VI of the Indenture on behalf of the Bondholders  by  the
Trustee.

     SECTION 7.3    Limitations on Liability of Issuer, Board and
Governmental  Units.   All  covenants,  stipulations,   promises,
agreements  and obligations of the Issuer contained herein  shall
be deemed to be the covenants, stipulations, promises, agreements
and  obligations  of the Issuer and not of any  member,  officer,
agent or employee of the Issuer, past, present or future, in  his
individual  capacity, or of the Board, and no recourse  shall  be
had  for  the payment of the principal of, premium,  if  any,  or
interest on the Bonds or for any claim based thereon against  the
Issuer (other than from Facilities Payments) or the Board or  any
member, officer, agent or employee of the Issuer or the Board  or
any natural person executing the Bonds.

       SECTION   7.4     Limitation  of  Liability  of  Officers,
Employees  and Agents of the Company.  No covenant, agreement  or
obligation  contained herein shall be deemed to  be  a  covenant,
agreement or obligation of any officer, employee or agent of  the
Company in his individual capacity, and neither the employees nor
agents of the Company shall be liable personally with respect  to
the  execution,  delivery, issuance of, as the case  may  be,  or
actions  permitted  to  be  taken pursuant  to,  this  Facilities
Agreement,  the  Indenture, the Bonds  or  the  delivery  of  any
opinions  and  certifications in connection with the transactions
evidenced or contemplated thereby.

      SECTION 7.5    Amendments to Facilities Agreement,  Consent
of  Trustee  Required.  This Facilities Agreement may be  amended
only  with the consent of the Issuer and the Trustee and only  if
the  Company and its successors and assigns shall  agree to  such
amendment.

      SECTION 7.6    Notices.  All notices, certificates or other
communications hereunder shall be sufficiently given and shall be
deemed  given  when  delivered or when mailed  by  registered  or
certified mail, postage prepaid, addressed as follows:

      If  to  the  Issuer  at:   Lake Charles  Harbor  and
                                  Terminal District
                                 Post Office Box AAA
                                 Lake Charles, Louisiana 70602
                                 Attention:  Executive Director

     If to the Company at:       Global Industries, Ltd.
                                 Post Office Box 31936
                                 107 Global Circle
                                 Lafayette, Louisiana 70593-1956


     If to the Trustee at:       First National Bank of Commerce
                                 210 Baronne Street, 3rd Floor
                                 New Orleans, Louisiana 70112
                                 Attention:  Corporate  Trust   Trustee
                                  Administration


A   duplicate   copy  of  each  notice,  certificate   or   other
communication given hereunder by either party shall also be given
to the Trustee.   The Issuer, the Company and the Trustee may, by
notice  given  hereunder,  designate  any  further  or  different
addresses  to  which  subsequent notices, certificates  or  other
communications shall be sent.

      SECTION  7.7     Net Agreement.  This Facilities  Agreement
shall  be deemed and construed to be a "net agreement,"  and  the
Company  shall  pay  absolutely net during the  term  hereof  all
payments  required hereunder, free of any deductions, withholding
and without abatement, deduction or setoff of any kind or nature,
whether  authorized by law or otherwise, other than those  herein
expressly provided.

      SECTION  7.8    Applicable Law.  This Facilities  Agreement
shall be governed by and construed in accordance with the laws of
the  State (except that the conflicts of law provisions contained
within  the  laws of the State shall not apply)  and  the  United
States of America.

      SECTION  7.9    Ground Lease.  The Company and  the  Issuer
have  entered into the Ground Lease pursuant to which the Company
and  the  Issuer have certain rights and obligations relating  to
the use and possession of the Project Facilities.  The Issuer and
the Company hereby acknowledge and agree that the rentals payable
by  the Company under the Ground Lease do not constitute payments
required  to be made under Article II hereof, and there shall  be
no  credit or off set given to the Company as a result of  making
any  such  payments.  Ground Lease revenues are  not  pledged  or
dedicated to the security and payment of the Bonds, nor  assigned
by the Issuer to the Trustee under the Indenture or otherwise.

      SECTION 7.10   Execution of Indenture.  The Indenture  will
not  be  executed  without the consent of  the  Company  and  its
approval  of  the  terms therein.  The Company  will,  upon  such
execution,  duly  and  punctually perform  and  observe  all  the
covenants,  terms  and  conditions and  agreements  on  its  part
contained in the Bonds and the Indenture.

      SECTION  7.11   Performance Under Indenture.   The  Company
covenants  that,  so long as the Bonds are outstanding,  it  will
fully  and faithfully perform and observe all duties, obligations
and agreements of the Company which the Issuer has covenanted and
agreed   to  cause  the  Company  to  perform  and  any   duties,
obligations and agreements which the Company is required  in  the
Indenture to perform.

      SECTION  7.12   Severability.  If any clause, provision  or
Section  of  this Facilities Agreement shall be ruled invalid  by
any  court  of  competent jurisdiction, the  invalidity  of  such
clause,  provision  or  Section  shall  not  affect  any  of  the
remaining provisions hereof.

      SECTION 7.13   Counterparts.  This Facilities Agreement may
be  executed in several counterparts, each of which shall  be  an
original  and all of which shall constitute but one and the  same
instrument.



                    (Execution Page Follows)

      IN  WITNESS WHEREOF, the Issuer and the Company have caused
this  Facilities  Agreement to be executed  in  their  respective
names all as of the date first above written.


                                      LAKE CHARLES HARBOR
                                      AND TERMINAL DISTRICT
                                  
                                  
                                  
                                  By:
                                            President
ATTEST:                           



By:
          Secretary
                                       GLOBAL INDUSTRIES, LTD.
                                  
                                  
                                  By:
                                  
                                  Title:_______________________










                            EXHIBIT A

                  FORM OF DISBURSEMENT REQUEST

                      Requisition No.: ____






__________________________________________
__________________________________________
__________________________________________

Attention: ________________________________________

Sir or Madam:

         This  certificate is provided to you pursuant to Section
3.2(c) of the Facilities Agreement, dated as of November 1,  1997
(the "Facilities Agreement"), between the Lake Charles Harbor and
Terminal District (the "Issuer") and Global Industries, Ltd. (the
"Company"),  and in accordance with Article III(C) of  the  Trust
Indenture,  dated  as  of  November 1,  1997  (the  "Indenture"),
between  the  Authority and First National Bank of  Commerce,  as
trustee  (the  "Trustee").  The capitalized terms  used  in  this
certificate  have  the  same meanings given  such  terms  in  the
Facilities Agreement.

         On  behalf of the Company, I, the undersigned Authorized
Company Representative, do hereby certify as follows:

         (1)    There  has  been expended, or is  being  expended
concurrently with the delivery of this certificate an  amount  on
account  of costs of issuance at least equal  to  $             ,
which  amount is hereby requisitioned for disbursement  from  the
Cost of Issuance Fund./

        (2)   No other certificate in respect to the expenditures
requisitioned  pursuant  to  clause  (1)  hereof  is   being   or
previously has been delivered to the Trustee;

        (3)   No Event of Default has occurred and is continuing.

         The  Trustee  is hereby directed to pay or transfer,  as
applicable, the amount requisitioned by clause (1) above from the
Cost  of Issuance Fund to the payee(s) in the amount(s) set forth
on Schedule I hereto.

                              GLOBAL INDUSTRIES, LTD.



                              By:

                              Authorized Company Representative






                                        Exhibit 10.3








                       STATE OF LOUISIANA
                                                                 
                       PARISH OF CALCASIEU
                                                                 
                                                                 
              GROUND LEASE AND LEASE-BACK AGREEMENT
                                                                 
                                                                 
          This GROUND LEASE AND LEASE-BACK AGREEMENT (the "Ground
Lease") is made and entered into as of November 1, 1997, by and
between GLOBAL INDUSTRIES, LTD., a Louisiana corporation (the
"Company"), and LAKE CHARLES HARBOR & TERMINAL DISTRICT, a
political subdivision of the State of Louisiana (the "State"),
located in Calcasieu Parish, Louisiana (the "District"),

WITNESSETH:

          WHEREAS, the District, a deep-water port and political
subdivision of the State of Louisiana, created, organized and
acting pursuant to the provisions of Part II of Chapter 1 of
Title 34, Part XII, Chapter 4, and Chapter 13 of Title 39 of the
Louisiana Revised Statutes of 1950, as amended, and Article VI,
Sections 21, 43 and 44 of the Constitution of the State of
Louisiana of 1974, as amended, and other constitutional and
statutory authority(collectively, the "Act"), is authorized to
own, administer, contract for, construct, operate, maintain,
lease and sell docks, wharves, sheds, elevators, locks, slips,
canals, laterals, basins, warehouses, and other works of public
improvement and all other property, equipment and facilities
necessary or useful for port, harbor and terminal purposes, and
all necessary property and appurtenances in connection with the
foregoing, and to issue its public port revenue bonds to finance
the cost of acquiring, constructing, equipping, installing and
operating docks and wharves and functionally related facilities;
and

          WHEREAS, in furtherance of the Act, the District
desires to enter into this Ground Lease to induce and encourage
the location by the Company of certain dock and wharf facilities
in the District in the Parish of Calcasieu, Louisiana, which will
have a favorable economic impact on the area and the State; and

          WHEREAS, the facilities to be located within the
District will consist of the acquisition and construction on
approximately 200 acres of land owned by the Company, and the
placement into operation of, a new deep-water port complex
consisting of bulkhead slips for loading and supply of barges,
boats and offshore construction vessels, with reinforced concrete
and/or crushed stone areas adjacent to the slips for support of
cranes used for loading materials and supplies on the vessels,
buildings for the storage of material and supplies for vessels,
and a pipe base for loading reel vessels; and

          WHEREAS, the Company has requested the District to
issue its revenue bonds to finance and pay for a portion of the
acquisition and construction of the Project Facilities, as
defined below, which Bonds shall be payable solely from the
payments made pursuant to the Facilities Agreement, as defined
below; and

          WHEREAS, the District has agreed to finance a portion
of the cost of the Project Facilities through the issuance of
bonds to be designated "Lake Charles Harbor and Terminal District
Port Improvement Revenue Bonds (Global Industries, Ltd. Project),
Series 1997" (the "Bonds") up to an aggregate principal amount of
$28,000,000 pursuant to a Trust Indenture dated as of November 1,
1997 (the "Indenture") between the District and First National
Bank of Commerce, New Orleans, Louisiana, as trustee (the
Trustee"); and

          WHEREAS, the Company has agreed in the Facilities
Agreement to make payments in an amount sufficient to pay when
due under the Indenture certain administrative costs relating to
the Bonds and (whether at stated maturity, upon redemption, upon
optional or mandatory tender, by acceleration or otherwise) the
principal of, premium, if any, and interest on the Bonds; and

          WHEREAS, the District will assign all of its rights,
title and interest in and to the Facilities Agreement (except for
certain rights relating to fees, expenses and to indemnification)
to the Trustee pursuant to the Indenture;

          NOW, THEREFORE, in consideration of the above recitals
and the mutual covenants hereinafter contained, the parties
herein covenant and agree as follows:

          1.  Definitions.  (a)    All terms used in this Ground
Lease which are defined in the Indenture have the same meanings
in this Ground Lease which are assigned to such terms in the
Indenture, unless otherwise defined in this Ground Lease.

          In this Ground Lease (except as otherwise expressly
provided or unless the context otherwise requires) the following
terms shall have the meanings specified in the foregoing
recitals:

               Act                 Indenture
               Bonds               State
               Company             Trustee
               District

          (b)  The following terms shall have the meanings
specified in this Section, unless the context otherwise requires:

          "Applicable Laws" shall mean all present and future
laws, ordinances, orders, rules and regulations of all federal,
state, parish, and municipal governments, departments,
commissions, or offices, in each case having applicable
jurisdiction over the Project Land, the District, or the Company.

          "Company's Property" means all machinery, equipment,
furniture, and other personal property and all severable fixtures
of any kind at any time made, installed, fixed, or placed on, in,
or to the Project Land by the Company and not acquired from
proceeds of the Bonds.

          "Company Term" means the period during which the
Project Facilities are leased to the Company and the Project Land
is subleased to the Company, all by the District, in accordance
with the provisions of Section 3.1(b).

          "District-Created Lien" means any lien, charge, or
encumbrance arising or resulting from acts or omissions of the
District or its sublessees (other than the Company).

          "District Term" means the period during which the
Project Land is leased to the District by the Company in
accordance with the provisions of Section 3.1(a).

          "Facilities Agreement" means the Facilities Agreement
dated as of November 1, 1997, by and between the District and the
Company, and all amendments and supplements thereto.

          "Ground Lease Commencement Date" means the date of
completion of the Project Facilities as certified to the District
by the Company in accordance with provisions of the Facilities
Agreement and the Indenture, which date shall not be later than
the date that the Project Facilities are placed in service by the
Company within the meaning of the Internal Revenue Code of 1986.

          "Impositions" means (i) all real or personal property
taxes and assessments on the Project Facilities or the Project
Land, (ii) water and sewer user fees, rents, charges for public
utilities, governmental excises, levies, license, impact and
permit fees, and (iii) other governmental charges which at any
time during the term of this Ground Lease may be assessed,
levied, confirmed, imposed upon or become due and payable in
respect of or become a lien on the Project Facilities, the
Project Land, any part thereof or any appurtenance thereto.

          "Person" means and includes natural persons,
corporations, general partnerships, limited partnerships, joint
stock companies, limited liability companies and partnerships,
joint ventures, associations, companies, trusts, banks, trust
companies, land trusts, business trusts, or other organizations,
whether or not legal entities, and governments and agencies and
political subdivisions thereof.
          "Plans and Specifications" means the plans and
specifications for the construction of the Project Facilities.

          "Project Facilities" means the construction,
acquisition and placing into operation of a new deep-water port
complex for the primary benefit of the Company within the
boundaries of the District and which is more particularly
described on Exhibit 2.

          "Project Facilities Payments" means each payment
obligation of the Company under the Facilities Agreement,
including (i) with respect to the Bonds, the principal of,
redemption premium, if any, and interest on the Bonds, (ii) all
fees and expenses of the Trustee and the Paying Agent, and
(iii) any other payment obligations of the Company required by
the resolution adopted by the District authorizing the issuance
of the Bonds, the Facilities Agreement or the Indenture.

          "Project Land" means approximately 200 acres of land
owned by the Company and more specifically described on Exhibit 1
of this Ground Lease.

          "Remainder Term" means that portion of the District
Term when neither the Company Term nor the Renewal Term is in
effect.

          "Renewal Term" shall have the meaning provided in
Section 3.2 hereof.

          2.   Ground Lease and Leaseback.

          2.1 (a)  The Ground Lease.  Upon the terms and
conditions hereinafter set forth, and for the consideration set
forth in Section 4.1(a) hereof, the Company hereby leases to the
District and the District hereby leases from the Company the
Project Land for the District Term.

          (b)  The Leaseback.  Upon the terms and conditions
hereinafter set forth, and for the consideration set forth in
Section 4.1(b) hereof, the District hereby leases to the Company
the Project Facilities and the District hereby subleases the
Project Land to the Company for the Company Term.  The District
shall have no right to use, occupy or enjoy any benefits of the
Project Land or the Project Facilities during the Company Term.

          2.3  Wharf and Dock Privileges.  The Company shall have
the right to use all docks and wharves of the District which are
not part of the Project Facilities for the berthing of vessels,
barges, and other watercraft of the Company, its agents,
contractors, and invitees, and for the unloading or loading of
cargo, provided that such Persons comply with all rules and
regulations, including the payment of applicable charges, of the
District as contained in the District's published tariff.   The
use by the Company of the Project Facilities during the Company
Term and the Renewal Term, if applicable, shall be subject to no
charge or tariff other than the obligation to make the Project
Facilities Payments.

          3.   Term.

          3.1  (a)  District Term.  The District Term shall be
forty-five (45) years, commencing at 12:01 a.m. on the Ground
Lease Commencement Date and, unless sooner terminated as
hereinafter provided, ending at 11:59 p.m. on the forty-fifth
(45th) annual anniversary of the Ground Lease Commencement Date.

               (b)  Company Term.   The Company Term shall be
thirty-five (35) years and eleven (11) months, commencing at
12:01 a.m. on the Ground Lease Commencement Date and, unless
sooner terminated as hereinafter provided, ending at 11:59 p.m.
on the day that is thirty-five (35) years and eleven (11) months
from the Lease Commencement Date.

          3.2  Renewal Term.  The Company shall have the option
to renew this Ground Lease upon the expiration of the Company
Term for a single renewal term of nine (9) years and one (1)
month (the "Renewal Term").  The Renewal Term shall begin on the
termination of the Company Term and continue through the
termination of the District Term.  The Company must provide the
District with notice of its intention to exercise this lease
renewal option at least thirty (30) days prior to the expiration
of the Company Term, provided, however, that should the Company
fail to deliver such notice then the Company shall have at least
thirty (30) days from receipt of notice from the District to the
effect that the renewal option must be exercised or forfeited
within which to make such election.  The rental during the
Renewal Term shall be the fair market lease value of the Project
Facilities as determined by appraisers appointed by the Company
and the District.  In the event the appraisers appointed by the
Company and the District cannot agree as to the fair market lease
value for the Renewal Term, the Company and District shall
petition the United States District Court for the Western
District of Louisiana to appoint an appraiser whose determination
shall be valid unless it differs by more than fifteen (15%)
percent from the fair market value established by the appraiser
for either the Company or District.  If such event occurs, the
fair market value rental for the Renewal Term shall be determined
by arbitration in accordance with the rules of the American
Arbitration Association.  In determining the fair market value
for the lease payments during the Renewal Term, all appraisers
shall take into account the fact that the Project Facilities are
on leased land, that the Renewal Term shall only be for nine (9)
years and one (1) month, and that at the end of the Renewal Term
the Project Facilities will revert to the owner of the Project
Land.

          3.3  Option to Purchase.  The Company shall have the
option to purchase the Project Facilities for the fair market
value thereof any time during the District Term.  The purchase
price shall be the fair market value of the Project Facilities
determined by appraisal.  The appraisal shall be conducted in the
same manner as the appraisal described in Section 3.2 above.

          3.4  Right of First Refusal.  At all times during the
Remainder Term the Company shall have a continuing right of first
refusal to lease or purchase the Project Facilities from the
District on the same terms and conditions as may be contained in
any proposed agreement between the District and any prospective
third party lessee or purchaser, provided the consideration is at
least fair market value.  The Company shall have sixty (60) days
from receipt of written notice from the District about a proposed
lease or purchase within which to exercise its right of first
refusal by providing the District written notice of its intention
to so do.  Any notice by the District under this Section 3.4
shall be accompanied with an unexecuted form of the definitive
lease or sale documentation to be entered into with the proposed
third party lessee or purchaser.

          3.5  Title to Project Facilities.  At all times during
the District Term title to the Project Facilities shall be in the
District unless title is acquired by the Company pursuant to
Section 3.3 above.  Upon the termination of the District Term for
any reason, title to Project Facilities shall vest in the Company
without any payment due the District therefore.

          4.   Rent.

          4.1  (a)  District Rent.  The consideration ("District
Rent") for the lease of the Project Land by the Company to the
District for the District Term shall be (i) the obligation of the
District to issue the Bonds to finance the construction of the
Project Facilities on the Project Land, (ii) the lease by the
District to the Company as provided herein and (iii) the
obligation of the District to provide approximately 300,000 cubic
yards of fill material to designated portions of the Project Land
in accordance with the agreement entitled "Development Agreement"
(hereinafter the "Development Agreement"), dated as of October
21, 1997, among the District, the Police Jury of the Parish of
Calcasieu and the Company.

               (b)  Company Rent.  The consideration ("Company
Rent") for the lease of the Project Facilities and sublease of
the Project Land by the District to the Company for the Company
Term shall be the obligation of the Company (i) to pay the
Project Facilities Payments and (ii) the prompt performance by
the Company of the other covenants and agreements to be kept and
performed by the Company under the Facilities Agreement and this
Ground Lease.  The Company shall have the right to prepay Company
Rent to the extent permitted by the Facilities Agreement or the
Indenture.

          4.2  Due Date.  The due date of any rent by the
District or the Company under this Ground Lease shall be on the
dates designated in the Facilities Agreement, the Development
Agreement and the Indenture.

          4.3  Place of Payment of Company Ground Rent.  All
payments of Company Rent shall be payable as specified in the
Facilities Agreement and Indenture.

          5.   Net Lease; Taxes and Utility Expenses.

          5.1  Net Lease.  The lease of the Project Facilities
and the sublease of the Project Land to the Company by the
District is a net lease.  During the Company Term and the Renewal
Term, if applicable, the Company shall pay or cause to be paid
all operating costs and Impositions of every kind and nature
whatsoever relating to the Project Land and Project Facilities
except as expressly otherwise provided in this Ground Lease.  The
Company shall pay the Company Rent absolutely net throughout the
Company Term and the Renewal Term, if applicable, free of any
charge, assessments, Impositions, expenses, or deductions of any
kind, and without abatement, deduction or set off.  During the
Remainder Term, the District shall pay or cause to be paid all
operating costs and Impositions of any kind and nature whatsoever
related to the Project Land and Project Facilities, but only if
the District is actually operating any of the Project Facilities
directly or indirectly through any sublessee, licensee,
concessionaire or otherwise.

          5.2  Taxes and Utility Expenses.

          (a)  Subject to Section 5.2(b)  hereof, the Company
shall pay or cause to be paid, before any fine, penalty,
interest, or cost may be added thereto for the nonpayment
thereof, all Impositions that are payable during the Company Term
and the Renewal Term, if applicable.

          (b)  During the Company Term and the Renewal Term, if
applicable, the Company shall bear the burden of and shall make
timely remittances of all Impositions and shall file timely, with
appropriate governmental units, all returns, statements, and
reports legally required with respect thereto.  The Company shall
promptly remit to any governmental unit any such Imposition,
unless the Company shall in good faith, with due diligence, and
by appropriate judicial or administrative proceedings, contest
the validity, applicability, or amount thereof.

          (c)  The Company, upon the request of the District,
shall furnish to the District, within thirty (30) days after the
date when an Imposition becomes delinquent if not paid, official
receipts of the appropriate taxing authority or other evidence
satisfactory to the District evidencing the payment thereof. The
certificate, advice or bill of non-payment of such Imposition
issued by the proper official designated by law to make or issue
the same or to receive payment of an Imposition shall be prima
facie evidence that such Imposition is due and unpaid at the time
of the making of such certificate, advice, or bill.

          (d)  Except as expressly otherwise provided herein,
nothing contained herein shall modify, amend, or constitute a
waiver of, expressly or by implication, any applicable taxes or
Imposition with respect to all or any portion of the Project or
the operation thereof.  The Company shall give the District ten
(10) days prior written notice of the Company's intention to
contest any Imposition.  Any contest of an Imposition shall be at
the Company's sole cost and expense.

          5.3  Utility Connections.  During the Company Term and
the Renewal Term, if applicable, the Company shall be responsible
for obtaining, at its own cost, electricity, telephone and other
utility service to the Project Land and Project Facilities.

          5.4  Obligations during Remainder Term.
Notwithstanding anything to the contrary contained herein, the
District, during the Remainder Term, shall not be liable for any
Impositions, operating costs, utility costs, maintenance costs,
any obligation to insure the Project Land or Project Facilities
or any other cost associated with the Project Land or Project
Facilities unless the District is actually operating any of the
Project Facilities, directly or indirectly through any sublessee,
licensee, concessionaire or otherwise.  If the District does not
operate any of the Project Facilities during the Remainder Term,
the Company shall be obligated to pay all Impositions and costs
required to secure the Project Land and Project Facilities.

          6.   Project Facilities.

          6.1  Construction.  A general description of the
Project Facilities is attached hereto as Exhibit 2.  The Project
Facilities shall be constructed and completed in substantial
conformity with the Plans and Specifications, provided that the
Plans and Specifications may be modified by the Company in
accordance with the terms of the Facilities Agreement.  The
Company shall proceed with due diligence to construct, build and
place into service the Project Facilities as required by the
Facilities Agreement.  The Project Facilities shall be built in
accordance with all Applicable Laws.

          6.2  Completion Date.  The Company shall endeavor to
complete construction of the Project Facilities in substantial
conformity with the Plans and Specifications within 36 months of
the commencement of construction.  Any delays in the completion
of construction of the Project Facilities caused primarily by
strike, lock-outs, labor disputes, wars, insurrections, riots,
fires, acts of God, inability to obtain construction materials
due to governmental regulations or interference, rationing, or
other restrictions and conditions or causes unavoidable or
reasonably beyond the control of the Company shall be deemed
reasonable delays, and the time with which the Company shall
complete the construction of said Project Facilities and the
construction completion date shall be extended by the length of
such delay.

          6.3  District's Right to Inspect.  The District, its
officers, representatives, agents, and employees shall have the
right at their sole cost (unless otherwise agreed to by the
Company) and risk, at reasonable times and upon reasonable
advance notice to the Company, to examine and inspect the Project
Facilities in order to determine that same substantially conforms
to the Plans and Specifications, including the right to observe
or conduct reasonable tests of the Project Facilities to the
extent necessary to determine such substantial conformity to the
Plans and Specifications.  If any test conducted by or on behalf
of the District under this Section 6.5 reveals that the Project
Facilities are not in substantial conformity with the Plans and
Specifications, the Company shall pay the costs of such test;
otherwise, the cost of all such tests shall be at the District's
expense.

          6.4  Company's Property.  All Company's Property shall
at all times be and remain the sole property of the Company.  The
Company shall be entitled to remove Company's Property from the
Project Land at any time during or within ninety (90) days after
the expiration of the Company Term, or the Renewal Term, if
applicable, provided the Company repairs any damage caused by
such removal.  The Company and the District agree to execute from
time to time such documentation as may be reasonably requested by
either party to evidence or confirm ownership of the Project
Facilities or the Company Property.

          6.5  Maintenance.  (a) During the Company Term and the
Renewal Term, if applicable, the Company will, at its sole cost,
keep the Project Facilities and any and all property, open areas,
sea walls, bulkheads, moorings, buildings, fixtures and building
equipment that are brought onto or constructed or placed upon,
the Project Land by the Company in a reasonably good state of
repair that is consistent with the Company's use of the Project
Facilities, and the Company will, at its sole cost, repair such
property as often as the Company deems necessary.

               (b)  During the Remainder Term, the District will
cause the Project Facilities and any and all property, open
areas, seawalls, bulkheads, wharves, moorings, buildings,
fixtures and building equipment that are brought on to or
constructed or placed upon the Project Land to be kept in a
reasonably good state of repair and condition.

          6.6  Signs.  During the Company Term, the Company shall
be permitted to place reasonable signs and other means of
identification of its business on the Project Land so long as the
same comply with applicable statutes, laws, and ordinances.

          6.7  Alterations.  During the Company Term and the
Renewal Term, if applicable, the Company may make such
improvements or alterations on the Project Land and to the
Project Facilities without the District's approval or consent as
long as such alterations and improvements do not violate any
Applicable Law.  During the Remainder Term, the District may not
without Company approval make any improvements or alterations to
the Project Land or Project Facilities.

          7.   Surrender of Project Facilities and Project Land.

          7.1  Surrender at the End of Terms.  The District and
the Company mutually agree that on the last day of the District
Term, the Company Term or the Renewal Term, as applicable, or
upon the earlier termination of this Ground Lease for any reason,
to vacate the Project Land and Project Facilities.  The District
further agrees that upon the conclusion of the District Term it
will execute such documents as may be reasonably required to
surrender and deliver title to the Project Facilities to the
Company.

          7.2  District Not Liable.  The District shall not be
responsible for any loss or damage occurring to any real or
personal property owned, leased, or operated by the Company, its
agents, or employees, during the Company Term, other than, to the
extent permitted by law, for such loss or damage occurring as a
result of the willful misconduct of the District, its officers,
representatives, agents, or employees or the District's
misrepresentations or its breach of or default under this Ground
Lease.

          8.   Use.

          8.1  No Unlawful Activities.  The Company agrees not to
make any unlawful use of the Project Land and the Project
Facilities, including without limitation, any use constituting a
nuisance of the Project Facilities or Project Land or to
adjoining or neighboring property.

          8.2  Permitted Uses.  The Company covenants not to use
or permit the Project Land to be used for any purpose other than
(i) the construction and operation of the Project Facilities as
provided herein, (ii) such other uses as may be functionally
related or subordinate to the operations of the Project
Facilities and (iii) any other uses as may be approved by the
District in writing.  The District shall not unreasonably
withhold, delay or condition its approval of such other use.  The
District shall not be required to approve any such other use
which shall be for an unlawful purpose.

          8.3  Waste.  The Company during the Company Term and
the Renewal Term, if applicable, and the District during the
District Term, shall not cause, allow, or suffer to exist any
waste of the Project Land or the Project Facilities.

          8.4  Reserved.

          9.   Indemnification.

          9.1  Company's General Agreement to Indemnify.  The
Company releases the District, its officers, representatives,
employees, agents, successors and assigns, (individually and
collectively, "District Indemnitee") from, assumes any and all
liability for, and  agrees to indemnify the District Indemnitee
against all claims, liabilities, obligations, damages, penalties,
litigation, costs, charges, and expenses (including, without
limitation, reasonable attorney's fees, engineers' fees,
architects' fees, and the costs and expenses of appellate action,
if any), imposed on, incurred by or asserted against the District
Indemnitee or its interest in real property in the Project Land
arising out of (i) the use or occupancy of the Project Land and
Project Facilities by the Company, its officers, representatives,
agents, and employees, (ii) the construction or operation of the
Project Facilities by the Company, its officers, representatives,
agents, and employees, (iii) any claim arising out of the use,
occupancy, operation, or construction of the Project Facilities
on the Project Land by the Company, its officers,
representatives, agents, and employees, and (iv) activities on or
about the Project Facilities and Project Land by the Company, its
officers, representatives, agents, and employees, of any nature,
whether foreseen or unforeseen, ordinary, or extraordinary, in
connection with the construction use, occupancy, operation,
maintenance, or repair of the Project Facilities on the Project
Land by the Company, its officers, representatives, agents, and
employees; provided, however, that any such claim, liability,
obligation, damage or penalty arising solely as a result of the
negligence or willful misconduct of the District Indemnitee shall
be excluded from this indemnity.  The Company shall indemnify the
District to the maximum extent permitted by law and the indemnity
provided in this section shall include within its scope any
liability imposed by law on the District on a strict liability
theory as landowner for physical defects in the Project Land or
Project Facilities, it being the intention of the Company to
assume liability for such defects in the Project Land or Project
Facilities during and after the term of this Ground Lease.  This
section shall include within its scope but not be limited to any
and all claims or actions for wrongful death, but any and all
claims brought under the authority of or with respect to any
local, state, or federal environmental statute or regulation
shall be covered by Section 9.2 and not this Section 9.1.

          9.2  Company's Environmental Indemnification.  The
Company agrees that it will comply with all environmental laws
and regulations applicable to the Company, including without
limitation, those applicable to the use, storage, and handling of
hazardous substances in, on, or about the Project Land or Project
Facilities.  The Company agrees to indemnify and hold harmless
each of the District Indemnitee against and in respect of, any
and all damages, claims, losses, liabilities, and expenses
(including, without limitation, reasonable attorneys, accounting,
consulting, engineering, and other fees and expenses), which may
be imposed upon, incurred by, or assessed against any of the
District Indemnitee by any other party or parties (including,
without limitation, a governmental entity), arising out of, in
connection with, or relating to the subject matter of:  (a) the
Company's breach of the covenant set forth above in this Section
9.2 or (b) any environmental condition of contamination on or
about the Project Land or Project Facilities or any violation of
any federal, state, or local environmental law with respect to
the Project Land or Project Facilities.

          9.3  Survival of Indemnities.  The foregoing
indemnities shall survive the term hereof and shall be in
addition to any of the District's or the Company's obligations
for breach of a representation or warranty.

          10.  Insurance.  During the Company Term and the
Renewal Term, if applicable, the Company shall maintain such
casualty and liability insurance for the Project Facilities and
the Project Land, including such deductibles and self retention,
as is customarily maintained for like facilities and operations.
During the Remainder Term, the District shall maintain such
casualty and liability insurance for the Project Facilities as
the Company may reasonably require.  Each party shall name the
other party as an additional insured on any insurance obtained in
performance of this covenant.

          11.  Liens and Mortgages.

          11.1 Prohibition of Liens and Mortgages.  The Company
shall not create or permit to be created or to remain in
connection with the Project Facilities, the Project Land, or the
Company's activities thereon, any liens or mortgages against any
property interest of the District, and the Company shall
discharge any lien, encumbrance, or charge (levied on account of
any Imposition or any mechanics', laborers', or materialmen's
lien or security agreement) which might be or become a lien,
encumbrance, or charge upon the District's interest in the
Project Facilities and Project Land or any part thereof in
accordance with Section 11.2 hereof.

          11.2 Discharge of Liens.  If any mechanics', laborers',
or materialmen's lien (other than a District-Created Lien) shall
at any time be filed against the District's interest in the
Project Facilities or Project Land or any part thereof in
connection with the Company's activities thereon, the Company,
within 30 days after notice of the filing thereof, shall elect to
contest the same or cause the same to be discharged of record by
payment, deposit, bond, order of a court of competent
jurisdiction or otherwise.  If the Company does not contest such
lien and shall fail to cause such lien to be discharged within
the period aforesaid, then in addition to any other right or
remedy of the District hereunder, the District may, but shall not
be obligated to, discharge the same either by paying the amount
claimed to be due or by procuring the discharge of such lien by
deposit or by bonding proceedings, and in any such event the
District shall be entitled, if the District so elects, to compel
the prosecution of an action for the foreclosure of such lien by
the lienor with interest, attorneys' fees, costs, and allowances.
Any amount so paid by the District and all costs and expenses
incurred by the District in connection therewith, including
reasonable attorneys' fees together with interest thereon at one
percent (1%) per annum above the prime rate of interest quoted
from time to time by Bank of America, New York, as Bank of
America's Prime Rate, from the respective dates of the District's
making of the payment or incurring of the cost and expense, shall
constitute additional rent payable by the Company under this
Ground Lease and shall be paid by the Company to the District
within fifteen (15) days of written demand therefor.

          11.3 District Not Liable For Mechanic's Liens.  Nothing
herein contained shall be deemed or construed in any way to
constitute the consent of or request by the District, express or
implied, to a contractor, subcontractor, laborer or materialman
for the performance of any labor or the furnishing of any
materials for any specific improvement, alteration to or repair
of the Project Facilities or Project Land or any part thereof.
NOTICE IS HEREBY GIVEN THAT THE DISTRICT SHALL NOT BE LIABLE FOR
ANY LABOR OR MATERIALS FURNISHED OR TO BE FURNISHED TO THE
COMPANY UPON CREDIT AND THAT NO MECHANIC'S OR OTHER LIEN FOR ANY
SUCH LABOR OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTERESTS
OF THE DISTRICT IN AND TO THE PROJECT FACILITIES OR THE PROJECT
LAND.

          11.4 Consent to Ground Leasehold Mortgages.  Except as
may be prohibited by the Facilities Agreement or the Indenture,
the Company may encumber the Ground Lease and any interest
connected to the Ground Lease, including the Project Facilities.

               12.  Entry on Premises by District.

          12.1 Entry on Premises.  The Company shall permit the
District and its authorized representatives to enter the Project
Land during normal business hours upon reasonable notice, which
shall be no less than twenty-four (24) hours in advance, for the
purposes of inspecting the Project Facilities and the Project
Land and verifying compliance by the Company with the terms of
this Ground Lease.

          13.  Destruction by Fire or Other Casualty.

          If Project Facilities erected on the Project Land shall
be destroyed or so damaged by fire or any other casualty
whatsoever, not due to the willful misconduct of the Company,
where repair or restoration cannot be reasonably accomplished
within one hundred and twenty (120) days of the date of such fire
or casualty, the Company, by written notice to the District
accompanied by a certified copy of a resolution of the Board of
Directors of the Company to such effect, may, at its election,
decide not to restore nor reconstruct the Project Facilities and
cancel this Ground Lease, provided that all outstanding Bonds are
paid or defeased contemporaneously with the termination of this
Ground Lease.

          14.  Restriction on Assignments and Transfers.

          The Company may assign its interest under this Ground
Lease, in whole or in part, or sublet all or any portion of the
Project Facilities or the Project Land, without the consent of
the District.

          15.  Events of Default of Company.

          If any one or more of the following events shall happen
and not be remedied as herein provided an Event of Default shall
be deemed to have occurred:

          15.1 Facilities Agreement.  An Event of Default occurs
under the terms and provisions of the Facilities Agreement.

          15.2 Breach of Covenant.  If the Company shall default
in the performance of, or compliance with, any of the covenants,
agreements, terms, or conditions contained in this Ground Lease
other than those referred to in the foregoing Section 15.1, and
such default shall continue for a period of sixty (60) days after
written notice thereof from District to the Company specifying
the nature of such default and the acts required to cure the
same, or, in the case of a default or a contingency which cannot
with due diligence be cured within such period of sixty (60)
days, the Company fails to proceed with all due diligence within
such period of sixty (60) days, to commence cure of the same and
thereafter to prosecute the curing such default with all due
diligence (it being intended that in connection with a default
not susceptible of being cured with due diligence within sixty
(60) days that the time of the Company within which to cure same
shall be extended for such period as may be necessary to complete
the same with all due diligence).

          15.2 District's Remedies. Cure.

          (a)  Right to Cure.  Upon the occurrence of an Event of
Default, the District may take whatever actions are reasonably
necessary to cure such Event of Default, including the hiring of
attorneys, contractors, consultants, architects, engineers,
laborers, or others, purchasing the required goods or services
and procuring necessary insurance or performance bonds.  The
Company shall be responsible for all costs, including attorney's
fees and the fees of other professionals, reasonably incurred by
the District pursuant to this Section and such costs shall be
billed to the Company in addition to any and all rent due
hereunder.  The Company shall pay all such additional costs and
charges within fifteen (15) days after billing by the District.

          (b)  Injunctions and Damages.  Upon the occurrence of
any Event of Default hereunder, the District at any time
thereafter shall have the right to enjoin such breach and to
invoke any right and remedy allowed herein, by law or in equity,
or by statute or otherwise including, without limitation,
remedies at law for damages and for reimbursement of expenses to
the District in connection with any such action, including
reasonable attorney's fees, costs, and appellate expenses.

          16.  Events of Default of the District.

          16.1 District's Event of Default.  Any failure of the
District to comply with any of its obligations under this Ground
Lease shall constitute a "District's Event of Default" hereunder
if such failure continues for sixty (60) days after the Company
gives the District written notice thereof and the acts required
to cure the same.

          16.2 Company's Remedies.  In the event of a District's
Event of Default of the District under this Ground Lease, the
Company may seek any right or remedy authorized by law, including
dissolution or damages, provided such remedy is not inconsistent
with the provisions of the Facilities Agreement.

          16.3 Right to Cure.  Upon the occurrence of a
District's Event of Default, the Company may take whatever
actions are reasonably necessary to cure such Event of Default,
including the hiring of attorneys, contractors, consultants,
architects, engineers, laborers, or others, purchasing the
required goods or services and procuring necessary insurance.
The District shall be responsible for all costs including
attorneys' fees and the fees of other professionals, reasonably
incurred by the Company pursuant to this Section and such costs
shall be billed to the District

          16.4 Company's Right to Damages.  Except to the extent
specifically waived in this Ground Lease, the Company shall have
the right, with or without canceling this Ground Lease, to
recover damages caused by a District's Event of Default.

          17.  Mutual Obligations.

          17.1 Obligations to Mitigate Damages.  Both the
District and the Company shall have the obligation to take
reasonable steps to mitigate their damages caused by any default
under this Ground Lease.

          17.2 Failure to Enforce Not a Waiver.  No failure by
either party to insist upon the strict performance of any
covenant, agreement, term, or condition of this Ground Lease or
to exercise any right or remedy arising upon the breach thereof,
and no acceptance by any party of full or partial rent during the
continuance of any such breach, shall constitute a waiver of any
such breach of such covenant, agreement, term, or condition.  No
covenant, agreement, term, or condition of this Ground Lease to
be performed or complied with by either party and no breach
thereof shall be waived, altered, or modified except by a written
instrument executed by both parties.  No waiver of any breach
shall affect or alter this Ground Lease, but each and every
covenant, agreement, term, or condition of this Ground Lease
shall continue in full force and effect with respect to any other
then existing or subsequent breach hereof.

          17.3 Rights Cumulative.  Each right and remedy of the
parties provided in this Ground Lease shall be cumulative and
shall be in addition to every other right or remedy provided for
in the Facilities Agreement or now or thereafter existing at law
or in equity or by statute or otherwise (excluding, however,
specific performance against the Company) and the exercise or
beginning of the exercise by the parties of any one or more of
such rights or remedies provided for in this Ground Lease or now
or hereafter existing at law or in equity or by statute or
otherwise shall not preclude the simultaneous or later exercise
by the parties of any or all other such rights or remedies
provided for in this Ground Lease or now or hereafter existing at
law or in equity or by statute or otherwise.

          18.  Notices.

          18.1 Addresses.  All notices, demands, and requests
which may or are required to be given hereunder shall be in
writing, delivered by personal service, or shall be sent by
facsimile, United States registered or certified mail, return
receipt requested, postage prepaid, to the parties at the
following numbers and addresses:

          To the Company:     Global Industries, Ltd.
                              P. O. Box 31936
                              107 Global Circle (70503)
                              Lafayette, Louisiana 70593-1936
                              Telephone No. (318) 989-0000
                              Facsimile No. (713) 999-5403

          To the District:    Executive Director
                              Lake Charles
                              Harbor & Terminal District
                              150 Marine Street
                              Post Office Box 3753
                              Lake Charles, Louisiana 70602
                              Facsimile No. (318) 493-3523

or to such other numbers or addresses as either party may from
time to time designate by written notice to the other party
hereto at least fifteen (15) days in advance of an effective date
stated therein.

          18.2 When Deemed Delivered.  Notices, demands, and
requests which may or shall be served in accordance with Section
18.1 hereof shall be deemed sufficiently served or given for all
purposes hereunder at the earlier of (i) the time such notice,
demand, or request shall be received by the addressee, or (ii)
ten (10) days after posting via United States registered or
certified mail, return receipt requested, postage prepaid.

          19.  Quiet Enjoyment; Title.

          19.1 Quiet Enjoyment.  Subject to the Company's
performance of the terms and conditions of this Ground Lease, the
Company at all times during the Company Term and the Renewal
Term, if applicable, shall quietly have and enjoy the Project
Land and Project Facilities during the term of this Ground Lease,
without hindrance or molestation by the District or anyone
claiming or under or through the District.  This agreement shall
be construed as a covenant running with the land.  Nothing in
this Section or any other section herein shall constitute a
waiver of the District's exercise of its police powers under the
law applicable to third parties generally.

          19.2 Company's Title.  The Company represents and
warrants that the Company  is the sole record holder of good
title to the Project Land subject to no material encumbrances
which would materially affect the power of the District or of the
Company to carry out the provisions of this Ground Lease or the
Facilities Agreement, including the District's and Company's
respective use, enjoyment and peaceful possession of the Project
Land and Project Facilities or would prevent the District or the
Company from obtaining a leasehold policy of title insurance
insuring their respective interests in the Project Land without
exceptions to which the District or the Company, respectively,
may reasonably object.

          19.3 Authority.  The Company and District represent and
warrant that the Company and the District, respectively, are
authorized to enter into this Ground Lease for the term hereof;
that the provisions of this Ground Lease do not and will not
conflict with or violate any of the provisions of existing
agreements between the District or the Company, respectively, and
any third party; that the certificate of occupancy of the Project
Facilities, when issued, will allow the Company to use the
Project Facilities for the purposes set forth herein, subject to
applicable federal, state, and local laws, ordinances, and
building codes.

          20.  Reserved.

          21.  Eminent Domain.

          21.1 Complete Condemnation.  If, during the term
hereof, the whole of the Project Land (or, in the reasonable
opinion of the Company, any material portion thereof) shall be
taken under the power of eminent domain by any public or private
authority, then this Ground Lease and the term hereof shall cease
and terminate as of the date of such taking, provided that the
amount of any monetary award for the purchase price of the
expropriated property shall be appropriated and disposed of as
provided for in the Indenture.

          24.  Miscellaneous.

          24.1 Time is of the Essence.  Time is of the essence of
each and all of the terms and provisions of this Ground Lease.

          24.2 Reserved.

          24.3 Successors.  The covenants, agreements, terms,
provisions, and conditions contained in this Ground Lease shall
apply to and inure to the benefit of and be binding upon the
District and the Company and their respective successors and
assigns, except as expressly otherwise herein provided, and shall
be deemed covenants running with the respective interests of the
parties hereto.

          24.4 Surviving Covenants.  Each provision of this
Ground Lease which may require performance in any respect by or
on behalf of either the Company or the District after the
expiration of the term hereof or its earlier termination shall
survive such expiration or earlier termination.

          24.5 Headings.  The headings and section captions in
this Ground Lease and the Table of Contents are inserted only as
a matter of convenience and for reference and in no way define,
limit, or describe the scope or intent of this Ground Lease or in
any way affect this Ground Lease as to matters of interpretation
or otherwise.

          24.6 No Oral Change or Termination.  This Ground Lease
and the exhibits appended hereto and incorporated herein by
reference contain the entire agreement between the parties hereto
with respect to the subject matter hereof, supersedes any prior
agreements or understandings between the parties with respect to
the subject matter hereof, and no change, modification, or
discharge hereof in whole or in part shall be effective unless
such change, modification, or discharge is in writing and signed
by the party against whom enforcement of the change,
modification, or discharge is sought.  This Ground Lease cannot
be changed or terminated orally.

          24.7 Governing Law; Severability.  This Ground Lease
shall be governed by and construed in accordance with the laws of
the State of Louisiana.  To the extent permitted by law, the
parties hereto shall be deemed to have waived to the maximum
extent possible all legal provisions to the end that this Ground
Lease shall be enforceable in accordance with its terms.  If any
term or provision of this Ground Lease or the application thereof
to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remaining provisions of this Ground Lease or
the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and
provision of this Ground Lease shall be valid and enforceable to
the fullest extent permitted by law.

          24.8 Counterparts.  This Ground Lease may be executed
in one or more counterparts, each of which so executed shall be
deemed to be an original and all of which together shall
constitute but a single document.

          24.9 Litigation.  In case of any litigation between the
parties hereto regarding the subject matter hereof, the losing
party shall pay all reasonable costs and expenses (including
reasonable attorneys' fees) of the prevailing party.

          24.10     Gender of Words.  Words of any gender in this
Ground Lease shall be held to include masculine or feminine and
words denoting a singular number shall be held to include the
plural, and plural shall include the singular, whenever the sense
requires.

          24.11     Sovereign Immunity; Statutory Authority.  The
District represents and warrants that it has the statutory
authority to enter into this Ground Lease, that, when executed,
this Ground Lease shall be binding and enforceable in accordance
with its terms, and that it is not immune from suit or judgment
resulting from any claim or action brought against it by the
Company pursuant to the express terms of this Ground Lease.

          24.12     No Brokers.  Neither party to this Ground
Lease shall be liable for any real estate brokers' or leasing
agents' commissions in the absence of a written agreement which
expressly provides therefor nd which is to be charged.

          24.13     Legal Relationships.  This Ground Lease shall
not be interpreted or construed as establishing a partnership or
joint venture between the District and the Company and neither
party shall have the right to make any representations or be
liable for the debts or obligations of the other.  Neither party
is executing this Ground Lease as an agent for an undisclosed
principal.  No third party is intended to be benefitted by this
contract.

          24.14     Memorandum of Lease.  At either party's
request, the parties hereto agree to execute and cause to be
properly recorded a memorandum of this Ground Lease, sufficient
in form and content to give third-parties constructive notice of
the Company's interest hereunder.

          IN WITNESS WHEREOF, the undersigned parties have
executed this Ground Lease as of the date first above written.

District:
                                                                 
                                   LAKE CHARLES HARBOR & TERMINAL
                                                         DISTRICT
                                                                 
                                By: _____________________________
                                                                 
                                Name:  __________________________
                                                                 
                                Title: Executive Director and CEO
                                                                 
                                                         Company:
                                                                 
                                          GLOBAL INDUSTRIES, LTD.
                                                                 
                                By: _____________________________
                                                                 
                                Name:  __________________________
                                                                 
                                Title: __________________________
                                                                 
                 



                            LIST OF EXHIBITS
                                
                                
                                                                 
     Exhibit 1      Project Land Legal Description and Permitted
                      Encumbrances
                                                                 
     Exhibit 2      Description of Project Facilities
                                                                 
                                                                 
                                                                 
                            EXHIBIT 1
                                                                 
                                                                 
          The Project Land will be a portion of the approximately
six hundred (600) acre tract of land described on Schedule 1
hereto.  The Company shall deliver to the District a complete
legal description of the Project Land on or before the Lease
Commencement Date.
                            EXHIBIT 2
                                                                 
                                                                 
Description of Project Facilities


          The Project consists of the acquisition and
construction on approximately 200 acres of land owned by the
Company of certain buildings and equipment to be used by the
Company's fleet of offshore construction vessels.  The property
constituting the Project includes, but is not limited to,
bulkhead slips for loadout and supply of barges and boats,
pipebase for welding pipe for loading on seagoing vessels of the
Company, ancillary buildings for storage of material and supplies
for said vessels, and other property which is functionally
related and subordinate thereto.  In addition, the Project
includes the reinforcement of areas adjacent to the slips for
support of cranes used for loading materials and supplies on the
vessels.