<PAGE>
                                                                   EXHIBIT 10.17

                        Dated the 28th day of March 2002




                                 AUSTAL USA LLC



                                       and






                           LIGHTHOUSE FAST FERRY INC.


                     S H I P B U I L D I N G  C O N T R A C T

                     for an 86 ft Passenger Catamaran Ferry

                               (YARD NO. 101/601)
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSE   HEADING                                                                  PAGE
------   -------                                                                  ----
<S>      <C>                                                                      <C>
1.       DEFINITIONS AND INTERPRETATION                                              5

2.       CONSTRUCTION                                                               10

         2.1           Description
         2.2           Sub-Contracting
         2.3           Supply of Materials for the Vessel

3.       CLASS AND REGULATIONS AND CERTIFICATES                                     11

         3.1           Surveys
         3.2           USCG


4.       MODIFICATIONS                                                              12

         4.1           Imposed Modifications
         4.2           Determination of Changes to Agreement required by
                       Modification
         4.3           Purchaser's Modifications
         4.4           Amendments to Contract and Specification
         4.5           Shortage of Materials

5.       PROPERTY AND TITLE                                                         16

         5.1           Property and Title
         5.2           Technical Data
         5.3           Confidentiality of Technical Data

6.       INSURANCE                                                                  17

7.       INSPECTION AND SUPERVISION                                                 19

         7.1           Purchaser's Rights of Inspection
         7.2           Drawings Approval and Supervision
         7.3           Approval of Other Equipment, Colors and Finishes
</TABLE>


Austal USA - Lighthouse Contract       2     28 Mar 2002/ Reference May 2001 std
<PAGE>
                           TABLE OF CONTENTS (cont'd)

<TABLE>
<CAPTION>
CLAUSE   HEADING                                                                  PAGE
------   -------                                                                  ----
<S>      <C>                                                                      <C>
8.       PURCHASE PRICE AND PAYMENT                                                 21

         8.1           Purchase Price
         8.2           Payment Schedule

9.       PURCHASER'S DEFAULT                                                        24

         9.1           Definition of Default by the Purchaser
         9.2           Effect of Default by the Purchaser
         9.3           Consequence of Termination

10.      BUILDER'S DEFAULT                                                          26

         10.1          Definition of Default by the Builder
         10.2          Effect of Default by the Builder
         10.3          Consequence of Termination

11.      PROGRESS REPORTS                                                           28

12.      SEA TRIALS                                                                 28

         12.1          Procedure
         12.2          Further Sea Trials

13.      SHIPMENT (Not Applicable)                                                  29

14.      DELIVERY AND ACCEPTANCE                                                    29

         14.1          Notice of Delivery
         14.2          Anticipated Date of Delivery
         14.3          Delivery
         14.4          Documentation
         14.5          Liquidated Damages for Delay


15.      PERFORMANCE                                                                31
         15.1          Speed

16.      FEES, TAXES AND CERTIFICATES                                               31
</TABLE>


Austal USA - Lighthouse Contract       3     28 Mar 2002/ Reference May 2001 std
<PAGE>
                           TABLE OF CONTENTS (cont'd)

<TABLE>
<CAPTION>
CLAUSE   HEADING                                                                  PAGE
------   -------                                                                  ----
<S>      <C>                                                                      <C>
17.      PATENTS, TRADE MARKS AND COPYRIGHTS                                        32

18.      FORCE MAJEURE                                                              33

         18.1          Cause for Delay
         18.2          Notice of Delay
         18.3          Purchaser's Rights upon Receipt of Notice of Delay

19.      WARRANTY OF QUALITY                                                        34

         19.1          Warranty of Materials and Workmanship
         19.2          Extended Warranty
         19.3          Notice of Defects
         19.4          Builder's Rights of Inspection
         19.5          Costs of Remedial Work
         19.6          Location of Remedial Work
         19.7          Limitation of Builder's Liability

20.      ASSIGNMENT                                                                 38

21.      VARIATION TO AGREEMENT                                                     39

22.      NOTICES                                                                    39

23.      COSTS                                                                      40

24.      PROPER LAW                                                                 40

25.      ARBITRATION                                                                40

26.      CONDITIONS PRECEDENT                                                       40

27.      PROVISIONAL COST ITEMS                                                     41

SCHEDULE 1 - Certificate of Technical Acceptance                                    43
SCHEDULE 2 - Final Stage Certificate                                                44
SCHEDULE 3 - Protocol of Delivery and Acceptance                                    45

APPENDIX "A" - Drawings
APPENDIX "B" - Specification
APPENDIX "C" - Scope of supply of main engines and gearboxes
</TABLE>


Austal USA - Lighthouse Contract       4     28 Mar 2002/ Reference May 2001 std
<PAGE>
THIS AGREEMENT is made the 28th day of March 2002.

BETWEEN

(1)      AUSTAL USA LLC, an Alabama limited liability company, whose registered
         office is situated at 100 Dunlap Drive, Mobile, Alabama AL 36602
         (hereinafter called "the Builder"); and

(2)      LIGHTHOUSE FAST FERRY, INC a company incorporated in the state of New
         Jersey, with its registered office at West Caldwell Office Park, 195
         Fairfield Ave, Suite 3C, West Caldwell, NJ 07006 (hereinafter called
         "the Purchaser").


WHEREBY it is mutually agreed as follows:-

1.       DEFINITIONS AND INTERPRETATION

         1.1      In this Agreement unless the context otherwise requires:-

                  1.1.1    "Accredited Official"

                           means such person or persons nominated by the parties
                           hereto from time to time in writing as authorized to
                           represent a party hereto.

                  1.1.2    "Actual Delivery Date"

                           means the date on which the Vessel is delivered by
                           the Builder in accordance with the terms and
                           conditions of this Agreement, as evidenced by the
                           Protocol of Delivery and Acceptance to be signed by
                           the Builder and the Purchaser.

                  1.1.3    "Basic Purchase Price"

                           means the sum referred to in Clause 8.1. and includes
                           (but is not limited to):

                           (i)      all Insurances and delivery of the Vessel to
                                    the Port of Delivery; and

                           (ii)     all fees, charges, levies, import duties and
                                    taxes which may be imposed on the Vessel and
                                    her components in Alabama.

                  1.1.4    "Builder"

                           means Austal USA LLC and its permitted assigns and
                           successors.


Austal USA - Lighthouse Contract       5     28 Mar 2002/ Reference May 2001 std
<PAGE>
                  1.1.5    "Certificate of Technical Completion"

                           means the certificate of technical completion to be
                           executed by the Purchaser and the Builder after
                           satisfactory completion of sea trials of the Vessel,
                           substantially in the form of Schedule 1 hereto.

                  1.1.6    "Classification Society"

                           if used in this Agreement, means American Bureau of
                           Shipping (ABS).

                  1.1.7    "Components"

                           means everything which forms or is intended to form
                           part of the Vessel or to be placed in or on the
                           Vessel and, without limiting the generality of the
                           foregoing, includes the hull, engines, machinery,
                           appliances, appurtenances, equipment, gear, fittings,
                           furniture and stores as specified.

                  1.1.8    "Day"

                           means calendar day.

                  1.1.9    "Drawings"

                           means the General Arrangement of the Vessel annexed
                           hereto as Appendix "A" as the same may hereafter be
                           varied or amended from time to time during the course
                           of construction of the Vessel by the parties hereto
                           and signed by an accredited official of each of them
                           and shall include any revised or supplemental
                           drawings as may subsequently be agreed between the
                           parties hereto and signed by an accredited official
                           of each of them.

                  1.1.10   "Effective Date"

                           means the date of receipt by the Builder of the first
                           payment.

                  1.1.11   "Final Price"

                           means the total price payable by the Purchaser to the
                           Builder after such adjustments (if any) have been
                           made to the Basic Purchase Price as may be required
                           in accordance with the provisions of this Agreement,
                           which total price shall be calculated in the manner
                           provided for the Final Stage Certificate
                           substantially in the form of Schedule 2 hereto.

                  1.1.12   "Flag State"

                           means the United States of America.


Austal USA - Lighthouse Contract       6     28 Mar 2002/ Reference May 2001 std
<PAGE>
                  1.1.13   "Insurances"

                           includes all policies and contracts of insurance
                           which are from time to time arranged or entered into
                           by the Builder prior to the Actual Delivery Date in
                           respect of the Vessel, pursuant to clause 6.

                  1.1.14   "Navigation Acts"

                           means the ordinances, enactments and regulations and
                           any rules made thereunder or pursuant thereto and
                           amendments thereto in respect of merchant shipping
                           and navigation as in force in the USA.

                  1.1.15   "Port of Delivery"

                           means Highlands, New Jersey.

                  1.1.16   "Protocol of Delivery and Acceptance"

                           means the protocol of physical delivery and
                           acceptance in respect of the Vessel to be executed by
                           the Builder and the Purchaser at delivery,
                           substantially in the form of Schedule 3 hereto.

                  1.1.17   "Purchaser"

                           means LIGHTHOUSE FAST FERRY, INC. and its permitted
                           nominees, successors and assigns.

                  1.1.18   "Sales Tax"

                           means all sales taxes levied on the sale of goods by
                           the state of Alabama.

                  1.1.19   "Scheduled Delivery Date"

                           means a date which occurs within 86 days (eg a
                           Scheduled Delivery Date of 30 June 2002 for a 5 April
                           2002 Effective Date) after the Effective Date as may
                           from time to time be adjusted in accordance with the
                           provisions of this Agreement.

                  1.1.20   "Specification"

                           means such specification relating to the Vessel
                           annexed hereto as Appendix "B" as the same may
                           hereafter be varied or amended from time to time
                           during the course of construction of the Vessel by
                           the parties hereto and signed by an Accredited
                           Official of each of them and shall include any
                           revised or supplemental specifications as may
                           subsequently be agreed between the parties hereto and
                           signed by an Accredited Official of each of them.


Austal USA - Lighthouse Contract       7     28 Mar 2002/ Reference May 2001 std
<PAGE>
                  1.1.21   "Sub-Contractor"

                           means any person under contract with the Builder for
                           the construction or manufacture or supply of
                           components or for labor and/or services.

                  1.1.22   "Total Loss"

                           means actual or constructive total loss of the
                           Vessel.

                  1.1.23   "Vessel"

                           means an 86ft aluminum vessel with all its components
                           which is the subject of this Agreement having the
                           Yard Number 101/601 allocated to it by the Builder to
                           be, or being constructed, awaiting delivery or
                           delivered as the case may be.

                  1.1.24   "Warranty"

                           means the limited warranty provided for in clause 19
                           and its sub-clauses.


         1.2      The Specification and Drawings shall form an integral part of
                  this Agreement.

         1.3      For the purposes of this Agreement:

                  i.       references herein to this Agreement shall be
                           construed as references to this Agreement as the same
                           may from time to time be supplemented and/or amended
                           by further agreement between the parties hereto;

                  ii.      anything is required to be approved or agreed by the
                           Builder or the Purchaser (as the case may be), such
                           approval or agreement shall only be effective if it
                           is given in writing to the other party and signed by
                           an Accredited Official of the party giving it;

                  1.3.1    In this Agreement references to Clauses, Schedules
                           and appendices are to the clauses of, schedules and
                           appendices to, this Agreement and references to this
                           Agreement include its Schedules and Appendices and,
                           unless the context otherwise requires, words
                           importing the singular include the plural and vice
                           versa, words importing one gender include every
                           gender and references to persons include bodies
                           corporate and unincorporate.

                  1.3.2    The table of contents, the Clause headings and
                           sub-headings in this Agreement shall be used for
                           convenience of reference only and shall not be used
                           for the purpose of construing or interpreting any of
                           the provisions of this Agreement.


Austal USA - Lighthouse Contract       8     28 Mar 2002/ Reference May 2001 std
<PAGE>
         1.4      Inconsistencies

                  1.4.1    In case of any inconsistency between the terms of
                           this Agreement and the Specification, the terms of
                           this Agreement shall prevail and be adopted unless
                           otherwise mutually agreed by both parties in writing.

                  1.4.2    In case of any inconsistency between the
                           Specification on the one hand and Drawings on the
                           other hand, the Specification shall prevail unless
                           otherwise mutually agreed by both parties in writing.

                  1.4.3    In case of any inconsistency between one
                           Specification and another Specification or between
                           one Drawing and another Drawing the later in date
                           with approval of the parties hereto shall prevail
                           unless otherwise mutually agreed by both parties in
                           writing.


Austal USA - Lighthouse Contract       9     28 Mar 2002/ Reference May 2001 std
<PAGE>
2.       CONSTRUCTION

         2.1      Description

                  The Builder shall in consideration of payment by the Purchaser
                  of the Final Price in respect thereof contained in this
                  Agreement, design, construct, complete, trial, sell and
                  deliver to the Purchaser and the Purchaser shall purchase and
                  accept delivery from the Builder the Vessel having the
                  Builder's Yard No. 101/601 with the following particulars and
                  as more particularly described in the Specification on the
                  terms and conditions set forth in this Agreement:-

                  Principal Particulars:

<TABLE>
<S>                                      <C>  <C>
                  Overall length         :    86 ft - 4 in
                  Breadth moulded        :    26 ft - 3 in
                  Depth moulded          :    9 ft - 2 in
                  Draft                  :    Less than 6ft at trials deadweight
                  Main Engines           :    2 x Detroit 16V 2000
                  Seating Capacity       :    189 (internal seats)
                  COI                    :    Up to 219
                  Survey                 :    USCG Subchapter K
</TABLE>

         2.2      Sub-contracting

                  The Builder shall have the right to sub-contract all or such
                  parts of the design and construction of the Vessel as the
                  Builder shall in its opinion consider appropriate.

         2.3      Supply of materials for the Vessel

                  The Builder reserves the right to utilize suppliers of its
                  choice in relation to the components of the Vessel, except
                  where the suppliers of certain components of the Vessel are
                  nominated in the Specification.


Austal USA - Lighthouse Contract      10     28 Mar 2002/ Reference May 2001 std
<PAGE>
3.       CLASS REGULATIONS AND CERTIFICATES

         3.1      Surveys

                  The Vessel shall be built in accordance with the requirements
                  and under the survey of the United States Coast Guard (USCG).


         3.2      USCG

                  Any requirements of the USCG in force at the date of signing
                  of this Agreement shall be the responsibility of the Builder.


Austal USA - Lighthouse Contract      11     28 Mar 2002/ Reference May 2001 std
<PAGE>
4.       MODIFICATIONS

         4.1      Imposed Modifications

                  In the event of any alteration or addition to the
                  Specification or Drawings becoming necessary by reason of any
                  new or amended requirements or any change in the
                  interpretation of any existing requirements, of the USCG being
                  published after the date of this Agreement and before the
                  Actual Delivery Date or other modifications being required as
                  a result of clause 3.2 above, then the Builder shall comply
                  with the same and shall notify the Purchaser of the following
                  matters:-

                  (i)      any increase in or reduction to the Basic Purchase
                           Price resulting from such compliances;

                  (ii)     any variation of the Scheduled Delivery Date
                           resulting from such compliance; and

                  (iii)    any other variation to this Agreement or the
                           Specification necessitated by reason of such
                           compliance.



         4.2      Determination of changes to Agreement required by
                  Modifications

                  4.2.1    Return to Chief Executive Officers

                           If the Purchaser does not accept all or any of the
                           variations to this Agreement notified by the Builder
                           in accordance with Clause 4.1 hereof within 7 days of
                           receipt of such notification the dispute shall be
                           referred to the respective CEO of the parties hereto.
                           If they are unable to resolve the matter to their
                           mutual satisfaction within 3 days of the referral,
                           the dispute shall be resolved in accordance with
                           Clause 4.2.2 and 4.2.3.

                  4.2.2    Dispute

                           If a dispute arises as stipulated in clause 4.2.1 or
                           4.3.2 (iv) hereof then the dispute shall be referred
                           for determination by an Independent Expert in
                           accordance with Clause 4.2.3.

                           In the event that the dispute shall be referred for
                           determination by an Independent Expert in accordance
                           with Clause 4.2.3 the sum of the variation order as
                           stipulated by the Builder shall be placed into an
                           escrow account at a mutually agreed financial
                           institution by the Purchaser pending determination
                           and the works of the variation order shall be carried
                           out. Any interest earned shall benefit the party to
                           whom the escrowed funds are paid.


Austal USA - Lighthouse Contract      12     28 Mar 2002/ Reference May 2001 std
<PAGE>
                  4.2.3    Independent Expert

                           Unless otherwise provided in this Agreement, the
                           following provisions shall apply to any independent
                           expert (Independent Expert) appointed in respect of a
                           dispute between the parties and the proceedings and
                           decision of that expert.

                  (a)      The Independent Expert must be a suitably qualified
                           expert who has no direct or indirect personal
                           interest in the outcome of the decision he or she is
                           requested to make.

                  (b)      The Independent Expert shall be selected by agreement
                           between the parties or, failing agreement between
                           them within 3 days after they commence to discuss the
                           selection of that Independent Expert, by the
                           President for the time being of SNAME (Society of
                           Naval Architects and Marine Engineers).

                  (c)      The fees and expenses of the Independent Expert will
                           be borne by the parties in equal shares unless the
                           Independent Expert, in his or her absolute
                           discretion, determines that a party should bear all
                           or a greater proportion of them because of the
                           conduct of that party.

                  (d)      The Independent Expert will give due weight to any
                           representations put forward by a party within any
                           time limit prescribed by the Independent Expert in
                           his or her discretion. The parties shall supply the
                           Independent Expert with any information, assistance
                           and co-operation which he or she may request in
                           connection with his or her determination.

                  (e)      The Independent Expert will give reasons for his or
                           her determination.

                  (f)      The Independent Expert will act as an expert and not
                           as an arbitrator and his or her decision will, in the
                           absence of manifest error, be final and binding on
                           the parties and not subject to review.

         4.3      Purchaser's Modifications

                  4.3.1    The Purchaser may during the construction of the
                           Vessel require any reasonable extras, alterations,
                           modifications or additions (all included in this
                           clause 4.3 in the word "modifications") to be made to
                           or incorporated in the Vessel provided it does so in
                           writing in reasonable time to enable the Builder
                           (regard being had to the state of construction of the
                           Vessel at the time and the Builder's planning and
                           program in relation to other vessels) to undertake
                           the same.

                  4.3.2    The following provisions shall apply to all
                           modifications:-

                           (i)      The Builder shall within seven (7) days or
                                    such further time as the Purchaser in
                                    writing allows furnish to the Purchaser the
                                    cost of carrying out such requested work
                                    which shall be added to or deducted


Austal USA - Lighthouse Contract      13     28 Mar 2002/ Reference May 2001 std
<PAGE>
                                    from the Basic Purchase Price as the case
                                    may be and the Builder shall notify the
                                    Purchaser of any variation of the Scheduled
                                    Delivery Date, the effect (if any) on speed
                                    and any other alterations to this Agreement
                                    required by the Builder.

                           (ii)     The Purchaser shall within seven (7) days or
                                    such further time as the Builder in writing
                                    allows, after receiving the notice provided
                                    for in sub-clause (i), notify the Builder in
                                    writing whether or not it requires the
                                    proposed modification to be carried out on
                                    the terms and conditions of the notice. If
                                    no such notice is received by the Builder
                                    within the said seven (7) days the
                                    modification shall be deemed to be not
                                    required.

                           (iii)    Upon receipt by the Builder of notice in
                                    writing that the Purchaser requires a
                                    proposed modification to be carried out on
                                    the terms and conditions of the notice the
                                    Builder shall cause the Vessel to be
                                    constructed in accordance with that
                                    modification, and thereupon this Agreement
                                    shall be varied as stipulated by the Builder
                                    in the notice provided for in sub-clause (i)
                                    in relation to that modification.

                           (iv)     Should the Purchaser submit a notice in
                                    accordance with sub-clause (ii) but question
                                    the variations stipulated by the Builder in
                                    its notice referred to in sub-clause (i)
                                    hereof and if the Purchaser and the Builder
                                    are unable thereafter to agree upon the
                                    variations within a further period of 3 days
                                    of receipt of the Purchaser's notice, then
                                    such modification shall be referred to the
                                    respective CEOs of the parties hereto. If
                                    they are unable to resolve the matter to
                                    their mutual satisfaction within 3 days of
                                    the referral, the dispute shall be resolved
                                    in accordance with Clause 4.2.2 and 4.2.3.

                           (v)      If against the advice of or without the
                                    knowledge or consent of the Builder, the
                                    Purchaser causes any extras, alterations,
                                    modifications or additions to be
                                    incorporated in the Vessel such extras,
                                    alterations, modifications or additions
                                    shall be made solely at the Purchaser's own
                                    risk and expense and the Builder shall not
                                    be liable as to the effect thereof upon the
                                    Vessel and her performance.

         4.4      Amendments to Contract and Specification

                  4.4.1    All amendments to the Contract, Specification or
                           Drawings requiring approval by the Purchaser and
                           Builder must be in writing and signed by an
                           Accredited Official of the Purchaser and Builder.

                  4.4.2    If in accordance with Clauses 4.1, 4.2 or 4.3 extras,
                           alterations, modifications or additions to the Vessel
                           are to be made then this Agreement including the
                           Final Price and the Specification and Drawings shall
                           be and be deemed to be amended and revised
                           accordingly.


Austal USA - Lighthouse Contract      14     28 Mar 2002/ Reference May 2001 std
<PAGE>
                  4.4.3    Without prior written approval of the Purchaser, the
                           Builder cannot amend or change the Specification and
                           Drawings.

         4.5      Shortage of Materials

                  In the event that any of the materials (excluding the
                  propulsion train which shall be as per the Specification)
                  required by the Specification or Drawings or otherwise under
                  this Agreement for the construction of the Vessel cannot be
                  procured in time to effect delivery on the Scheduled Delivery
                  Date or are in short supply then the Builder may supply other
                  materials of equivalent or better quality.


Austal USA - Lighthouse Contract      15     28 Mar 2002/ Reference May 2001 std
<PAGE>
5.       PROPERTY AND TITLE

         5.1      Property and Title

                  The Vessel and its components shall be the property of the
                  Purchaser as it is constructed and paid for by the Purchaser
                  provided that the Builder shall have a lien on the Vessel for
                  unpaid purchase monies. The Builder shall mark or tag major
                  material and components intended for incorporation into the
                  Vessel in such a way as to identify them with the Vessel.

         5.2      Technical Data

                  The Specification, the Drawings, technical description,
                  calculations, test results and other data information and
                  documents concerning the design, construction and performance
                  of the Vessel (hereinafter collectively referred to as "the
                  Technical Data") shall remain the property of the Builder but
                  the Purchaser shall have the right to use the Technical Data
                  for any proper purposes in connection with the employment,
                  operation, maintenance and repair of the Vessel.

         5.3      Confidentiality of Technical Data

                  The Technical Data delivered to the Purchaser by the Builder
                  shall remain confidential and shall not (without the written
                  consent of the Builder) be disclosed to third parties except
                  for the purpose hereinbefore stated or for the purposes of
                  re-sale or lease of the Vessel or an assignment of this
                  Agreement pursuant to Clause 21.1 and for that purpose the
                  Purchaser shall clearly identify the Technical Data as the
                  property of the Builder and shall not claim or purport to
                  claim title to the Technical Data.


Austal USA - Lighthouse Contract      16     28 Mar 2002/ Reference May 2001 std
<PAGE>
6.       INSURANCE

         Until delivery and acceptance of the Vessel by the Purchaser:

         (i)      The Builder shall, at its own cost and expense, obtain and
                  maintain a policy covering all risks as to all materials,
                  machinery, parts and equipment of the Vessel as well as afford
                  adequate insurance coverage as to any claim for personal
                  injury to or death of person other than the Purchaser's
                  employees, invitees or subcontractors arising out of or
                  connected with construction of the Vessel. The builder's risk
                  insurance policy shall show the Builder and Purchaser as loss
                  payees, as their interests may appear.

         (ii)     The Builder shall obtain and maintain a policy covering all
                  risks arising out of or connected with injury or death of any
                  person other than the Purchaser's employees, invitees or
                  subcontractors. The Purchaser shall maintain comprehensive
                  general liability coverage insuring all such exposure with
                  limits of at least $10,000,000.

         (iii)    The Builder shall maintain comprehensive general liability
                  insurance coverage with a basic limit of $1,000,000 and with
                  an excess limit of $20,000,000.

         (iv)     The builder's risk insurance policy shall cover the Vessel and
                  shall include coverage for launching and sea trials and
                  coverage for Purchaser furnished equipment in the amount of
                  the Basic Purchase Price. The Purchaser shall reimburse the
                  Builder the cost of such insurance related to the Purchaser
                  furnished equipment.

         (v)      The aforesaid policies shall name as assureds, and expressly
                  waive subrogation against, both the Purchaser and the Builder.
                  The Purchaser and the Builder shall furnish the other party
                  with certified copies of all such insurance policies. The
                  Purchaser and the Builder shall each have the right to approve
                  the terms of all policies obtained by the other party, but
                  such approval shall not be unreasonably withheld.

         (vi)     The Purchaser and the Builder shall each hold harmless and
                  indemnify the other from and against any and all claims,
                  demands, actions or causes of action for which it has the risk
                  pursuant to this Agreement, to the extent that any risk or
                  exposure is covered by insurance, including attorneys' fees,
                  expenses and costs.

                  If a claim, suit or action for injuries, death or damages as
                  provided in the preceding paragraphs of this Clause 6 is
                  caused by or results from the concurrent negligence of (i)
                  Purchaser or Purchaser's agents or employees and (ii) the
                  Builder, the subcontractors or the agents or employees of the
                  Builder and subcontractors, the indemnity provisions provided
                  in the preceding paragraph of this subclause shall be valid
                  and enforceable to the extent of each party's negligence.

         (vii)    The Builder shall have the benefit of and be named as an
                  additional assured for a period of one year after delivery of
                  any hull and P & I policies covering the Vessel, and the
                  Purchaser shall arrange for a complete waiver of subrogation
                  by any and all such underwriters against the Builder. The
                  foregoing requirement shall in no way diminish the Builder's
                  warranty obligations under Clause 20.


Austal USA - Lighthouse Contract      17     28 Mar 2002/ Reference May 2001 std
<PAGE>
         (viii)   Save as provided in this Agreement and subject to the other
                  provisions of this Agreement, the Purchaser shall not be
                  entitled to reject the Vessel or have deduction in the Basic
                  Purchase Price in the event of any damages to the Vessel
                  before her delivery to the Purchaser on the Actual Delivery
                  Date provided that such damages are repaired by the Builder in
                  accordance with the Specification prior to the Actual Delivery
                  Date pursuant to this Agreement nor to claim from the Builder
                  for any consequential loss or incidental damages due to such
                  damages if such damages are repaired prior to the Actual
                  Delivery Date as aforesaid.


Austal USA - Lighthouse Contract      18     28 Mar 2002/ Reference May 2001 std
<PAGE>
7.       INSPECTION AND SUPERVISION

         7.1      Purchaser's Rights of Inspection

                  7.1.1    During the construction of the Vessel the Purchaser
                           shall by its own representatives or other persons
                           duly appointed by it have the right and subject to
                           compliance with the Builder's insurance requirements
                           and safety regulations to enter the Builder's
                           premises at any time during ordinary working hours in
                           order to inspect materials and workmanship. For this
                           purpose:-

                           (i)      the Builder shall use its best endeavors to
                                    ensure that the Purchaser shall have the
                                    same right of access to the works of the
                                    Builder's Sub-Contractors for the purpose of
                                    inspecting work being carried out for the
                                    Vessel;

                           (ii)     the Builder shall ensure that the Purchaser
                                    has adequate prior notice of all tests and
                                    inspections to be carried out on the Vessel
                                    which are to be carried out in the presence
                                    of a surveyor from the USCG and in such
                                    event the representative of the Purchaser
                                    has the right to attend such tests and
                                    inspections, provided that in the event no
                                    representative of the Purchaser attends any
                                    such tests or inspections the Purchaser
                                    shall be deemed to have waived its right to
                                    have a representative attend such tests or
                                    inspections.

         7.2      Drawings Approval and Supervision

                  7.2.1    The drawings of the Vessel relating to arrangement
                           and location of fittings, openings, equipments and
                           machineries, shall be provided by the Builder to the
                           Purchaser's representative in accordance with the
                           Builder's standard practice and the Purchaser shall
                           return the same to the Builder with approval,
                           rejection or remarks (if any) as soon as possible
                           within seven (7) days after receipt thereof from the
                           Builder and failing this, such drawings shall (in the
                           absence of any extension of time granted by the
                           Builder) be deemed to have been approved by the
                           Purchaser without any comments. Approval, amendment
                           or rejection, as the case may be, shall be indicated
                           in writing, together with reasons in the case of
                           amendment or rejection. Whenever there are two
                           acceptable methods relating to operational
                           requirement of the Vessel, the one which will result
                           lighter in Vessel weight will be adopted in the event
                           of disagreement between the parties.

                  7.2.2    In the case of drawings which the Purchaser has
                           amended or rejected the Builder shall resubmit
                           amended drawings after consideration of the
                           Purchaser's comments. The Purchaser shall endeavor to
                           return the same to the Builder within 3 days of
                           receipt thereof from the Builder and failing this,
                           such drawings shall be deemed to have been approved
                           by the Purchaser without any comments. Approval,
                           amendment or rejection as the case may be shall be
                           indicated in writing, together with reasons in the
                           case of amendment or rejection. Whenever there are
                           two acceptable methods relating to operational


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<PAGE>
                           requirements of the Vessel, the one which will result
                           in a lighter vessel weight will be adopted in the
                           event of disagreement between the parties.

                  7.2.3    If the Builder and the Purchaser have not agreed upon
                           the drawings as required by Clauses 7.2.1 and 7.2.2
                           hereof the dispute shall be referred to an
                           Independent Expert as provided in clause 4.2.3
                           hereof.

                  7.2.4    The drawings which are or are deemed to be
                           unconditionally approved on behalf of the Purchaser
                           shall be final and binding and the Purchaser shall
                           only be entitled to alter any such plans or drawings
                           in the circumstances permitted by Clause 4.2.

         7.3      Approval of other Equipment, Colors and Finishes

                  The Builder shall request a decision from the Purchaser on the
                  colors, finishes and any other equipment requiring a decision
                  by the Purchaser and the Purchaser shall within 7 days of such
                  request give a decision to the Builder. The Scheduled Delivery
                  Date shall be extended by one day for each day such decision
                  is delayed by the Purchaser.


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<PAGE>
8.       PURCHASE PRICE AND PAYMENT

         8.1      Purchase Price

                  The Final Price of the Vessel shall be the Basic Purchase
                  Price of $3,360,000 subject to any increase or decrease as
                  provided for in this Agreement.

         8.2      Payment Schedule

                  8.2.1    The Purchaser shall pay to the Builder on account of
                           the amount payable under Clause 8.1 hereof the
                           following progress payments, all within seven (7)
                           banking days of receipt of the relevant invoice from
                           the Builder and the relevant documents as stipulated
                           below provided that the final payment shall be made
                           on the Actual Delivery Date and that if any payment
                           is not made within the aforesaid seven (7) banking
                           days after the Purchaser's receipt of the documents
                           as aforesaid, the Scheduled Delivery Date shall be
                           extended by one day for each day or part thereof that
                           such payment is delayed and the Builder shall be
                           entitled to charge interest on the outstanding
                           payment at the rate of 8% per annum.


Austal USA - Lighthouse Contract       21    28 Mar 2002/ Reference May 2001 std
<PAGE>
<TABLE>
<CAPTION>
Progress      Percentage of           Stage of Completion       Documents to be delivered by the
 Payment     Basic Purchase                                         Builder to the Purchaser
                  Price
<S>        <C>                     <C>                          <C>      <C>
    1           $135,000           On completion and signing
                                   of this Agreement by both
                                   parties.

    2      10% minus $135,000      April 5, 2002.               (a)      Invoice;

    3              10%             April 19, 2002               (a)      Invoice;

    4              75%             Technical Acceptance         (a)      Invoice;

                                                                (b)      Certificate of Technical Completion

    5               5%             On delivery of the vessel.   (a)      Invoice;

                                                                (b)      Protocol of Delivery and
                                                                         Acceptance;

                                                                (c)      Other delivery documents as set
                                                                         out in this Agreement and the
                                                                         Specification.
</TABLE>


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<PAGE>
         8.2.2    As soon as possible and within fourteen (14) days prior to
                  delivery of the Vessel to the Purchaser, the Builder shall
                  notify the Purchaser in writing of the estimated Final Price
                  of the Vessel and immediately before delivery of the Vessel
                  the Builder shall notify the Purchaser in writing of the Final
                  Price of the Vessel with the necessary adjustment pursuant to
                  this Agreement.

         8.2.3    The Purchaser shall on the Actual Delivery Date pay to the
                  Builder's bank account by wire transfer the Final Price and
                  any other moneys payable hereunder, less progress payments
                  previously made and after making any adjustment and reductions
                  pursuant to this Agreement.

         8.2.4    All payments to be made hereunder by the Purchaser shall be
                  made free of any deductions claims or right of set-off for any
                  reason including (but not limited to) deductions for any taxes
                  or charges payable by the Purchaser with payment to be in the
                  agreed currency stipulated herein.

         8.2.5    The price of, or credit for, any modification agreed or
                  adjudicated under Clause 4 shall be paid or credited within
                  seven (7) banking days of such agreement or adjudication.


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<PAGE>
9.       PURCHASER'S DEFAULT

         9.1      Definition of Default by the Purchaser

                  The Purchaser shall be deemed to be in default hereunder in
                  the following circumstances:-

                  (i)      If an act or omission constituting a breach of this
                           Agreement on the part of the Purchaser occurs; or

                  (ii)     the Purchaser fails to make any payment required
                           under this Agreement; or

                  (iii)    a petition is filed or an order is made or an
                           effective resolution is passed for the winding up of
                           the Purchaser (otherwise than for the purpose of
                           amalgamation or reconstruction); or

                  (iv)     a receiver is appointed of the undertaking or
                           property of the Purchaser; or

                  (v)      the Purchaser (without providing acceptable security
                           for its obligations under this Agreement) ceases to
                           carry on its business or makes any special
                           arrangement or composition with its creditors; or

                  (vi)     the Purchaser becomes insolvent and is unable to pay
                           its debts.

         9.2      Effect of Default by the Purchaser

                  In the event of default by the Purchaser under Clause 9.1 then
                  at any time thereafter (notwithstanding lapse of time and
                  continuation of building) the Builder may terminate this
                  Agreement by giving seven (7) banking days notice in writing
                  to the Purchaser of its intention to do so and upon the
                  expiration of such notice this Agreement shall terminate
                  unless the Purchaser makes good and remedies such default
                  and/or removes such event before the expiration of the said
                  seven (7) days.

         9.3      Consequence of Termination

                  Upon termination of this Agreement by the Builder whether
                  pursuant to the provisions of the preceding Clause 9.2 or
                  otherwise:-

                  9.3.1    The Builder shall be entitled to recover from the
                           Purchaser any loss or damage suffered by the Builder
                           and shall have the right to set-off against any such
                           loss or damage any payments which the Purchaser may
                           have made to the Builder;

                  9.3.2    The Builder at its option shall be at liberty without
                           further notice either

                           (i)      to sell the Vessel and her components in the
                                    condition in which the same are at the date
                                    of termination of this Agreement or

                           (ii)     to complete the Vessel and sell her after
                                    completion;


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<PAGE>
                  9.3.3    Any such sale of the Vessel by the Builder as
                           aforesaid may be made by the Builder by private
                           contract.

                  9.3.4    If any such sale shall take place then the following
                           provisions shall apply:-

                           (i)      The Builder shall calculate the amount of
                                    the net proceeds of such sale plus the sum
                                    of all moneys (if any) paid by the Purchaser
                                    to the Builder whether hereunder or
                                    otherwise (which amounts are hereinafter
                                    collectively referred to as "the Builder's
                                    Cash Receipts");

                           (ii)     The Builder shall calculate the sum of all
                                    costs, charges, expenses, attorneys and
                                    accountants fees, losses, damages or
                                    liabilities (including estimated contingent
                                    liabilities) of the Builder arising out of
                                    or incidental to the construction of the
                                    Vessel including (without prejudice to the
                                    generality of the foregoing) expenditure
                                    incurred or liability arising in consequence
                                    of the cancellation of sub-contracts and
                                    supply orders by the Builder and the storage
                                    and custody of the Vessel and its components
                                    and the sale thereof and an amount equal to
                                    the profit which might reasonably have been
                                    obtained by the Builder if default had not
                                    been made by the Purchaser and this
                                    Agreement had been duly completed (which
                                    amounts are hereinafter collectively
                                    referred to as "the Builder's Damages").

                  9.3.5    If the Builder's Cash Receipts are less than the
                           Builder's Damages, then the amount of the deficiency
                           shall be paid by the Purchaser to the Builder on
                           demand provided that such deficiency shall not exceed
                           the Basic Contract Price. If the Builder's Cash
                           Receipts exceed the Builder's Damages then the
                           Builder shall refund to the Purchaser the amount of
                           such excess limited to the total of all progress
                           payments made.

                  9.3.6    A certificate of the auditors of the Builder, as to
                           the amount of the Builder's Cash Receipts, the amount
                           of the Builder's Damages and the amount of the
                           deficiency or excess arrived at in accordance with
                           the preceding sub-clause shall, save for manifest
                           error, be conclusive and binding upon the Builder and
                           the Purchaser.


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<PAGE>
10.      BUILDER'S DEFAULT

         10.1     Definition of Default by the Builder

                  The Builder shall be deemed to be in default hereunder in the
                  following circumstances:-

                  (i)      if an act or omission constituting a breach of this
                           Agreement on the part of the Builder occurs ; or

                  (ii)     if a petition is filed or an order is made or an
                           effective resolution is passed for the winding up of
                           the Builder (otherwise than for the purposes of
                           reconstruction or amalgamation); or

                  (iii)    a receiver is appointed of the undertaking or
                           property of the Builder; or

                  (iv)     the Builder ceases to carry on its business or makes
                           any special arrangement or composition with its
                           creditors; or

                  (v)      the Builder becomes insolvent and is unable to pay
                           its debts.

         10.2     Effect of Default by the Builder

                  In the event of default by the Builder under Clause 10.1 then
                  at any time thereafter the Purchaser may terminate this
                  Agreement by giving 30 banking days notice in writing to the
                  Builder of its intention to do so and upon the expiration of
                  such notice this Agreement shall terminate unless the Builder
                  makes good and remedies such default and/or removes such event
                  before the expiration of the said 30 banking days or the bank
                  or financial institution advises that it will complete the
                  contract.

         10.3     Consequences of Termination

                  Upon termination of this Agreement by the Purchaser whether
                  pursuant to the provisions of the preceding Clause 10.2 or
                  otherwise the Purchaser shall be entitled to proceed as
                  follows.

                           10.3.1   The Purchaser may complete the work
                                    associated with this Agreement or any part
                                    of it or contract with or employ any other
                                    person to complete the work and materials
                                    associated with this Agreement or any part
                                    of it and provide any components or labor
                                    necessary for completion.


Austal USA - Lighthouse Contract       26    28 Mar 2002/ Reference May 2001 std
<PAGE>
         10.3.2   The Builder shall, if required by the Purchaser, use its best
                  endeavors to assist the Purchaser in completing the Vessel.
                  This will include but is not limited to the use of the
                  Builder's yard and equipment, use or transfer of the Builder's
                  employees and assignment of contracts for the supply of
                  materials or services.

         10.3.3   The Purchaser shall indemnify the Builder for any damage or
                  loss caused by the Purchaser in the Builder's yard to
                  equipment or property in the event that the Purchaser
                  completes the work in the Builder's yard.

         10.3.4   Upon the completion of the work by the Purchaser, the
                  Purchaser shall determine and certify to the Builder the cost
                  incurred by the Purchaser in completing the work including all
                  expenses, charges, losses and damages incurred by the
                  Purchaser in direct consequence of the default of the Builder
                  and also any amount payable by the Builder as and for
                  liquidated damages under the Contract. Should the cost so
                  certified exceed the sum which the Builder would have been
                  entitled to receive had it fulfilled all the terms and
                  conditions of the Contract, the excess may be deducted from
                  the monies which may then be or thereafter become due to the
                  Builder under this Contract or which may have been deposited
                  by the Builder as security under the Contract or may be
                  recovered as a debt due by the Builder to the Purchaser. Such
                  excess shall not exceed the Basic Contract Price.

         10.3.5   In any proceedings to recover the cost to the Purchaser of
                  completing the work a certificate of the auditors of the
                  Purchaser, evidencing the facts set out in the certificate,
                  shall save for manifest error be conclusive and binding upon
                  the Builder and Purchaser.


Austal USA - Lighthouse Contract       27    28 Mar 2002/ Reference May 2001 std
<PAGE>
11.      PROGRESS REPORTS

         The Builder shall furnish to the Purchaser written progress reports,
         according to a schedule to be agreed between Purchaser and Builder
         together with reports showing the dates on which it proposes to
         commence work on the Vessel and launch the Vessel and carry out sea
         trials.

12.      SEA TRIALS

         12.1     Procedure

                  12.1.1   When the Builder reports that the Vessel is ready,
                           sea trials shall be carried out at the Builder's cost
                           and responsibility in accordance with this Agreement
                           and the Specification at some place convenient to the
                           port of Mobile, Alabama or elsewhere as may be
                           mutually agreed. The following provisions shall apply
                           to trial trips of the Vessel namely:-

                           (i)      The Builder shall at its own expenses
                                    provide fuel and lubricating oil and stores;

                           (ii)     The Builder shall be responsible for
                                    providing a crew including a Master for the
                                    sea trials. The Master and crew shall be
                                    servants of the Builder and act as its
                                    agents;

                           (iii)    Should a breakdown occur which necessitates
                                    the Vessel putting into a Port to enable
                                    such breakdown to be remedied, a further sea
                                    trial shall be undertaken to complete that
                                    part of the trials program which remains
                                    outstanding.

                  12.1.2   The Builder shall send the proposed program for sea
                           trials to the Purchaser and the USCG as soon as
                           possible but not less than fourteen (14) days before
                           sea trials and a trial program shall be confirmed by
                           the Builder seven (7) days before such sea trials are
                           carried out. If the Purchaser does not send a
                           representative to attend such sea trials, the
                           Purchaser shall be deemed to have waived any right to
                           have a representative at the sea trials and shall be
                           deemed to have signed the Certificate of Technical
                           Completion if executed by the Builder.

                  12.1.3   The delivery of the Vessel shall not be deemed
                           complete under this Agreement until the sea trials
                           shall have been made in accordance with the
                           Specification.

                  12.1.4   Upon satisfactory completion of the sea trials, the
                           Certificate of Technical Completion shall be executed
                           by the Builder and the Purchaser.

         12.2     Further Sea Trials

                  If the Vessel does not comply in all substantial respects with
                  the terms of this Agreement and the Specification and this is
                  substantiated during the sea trials, the


Austal USA - Lighthouse Contract       28    28 Mar 2002/ Reference May 2001 std
<PAGE>
                  Builder may remedy such deficiency and ascertain, if necessary
                  by further sea trials, that the Vessel does so comply.

13.      SHIPMENT

         (Not Applicable)


14.      DELIVERY AND ACCEPTANCE

         14.1     Notice of Delivery

                  The Builder shall give the Purchaser at least fourteen (14)
                  days prior notice in writing of the anticipated Actual
                  Delivery Date.

         14.2     Anticipated Date of Delivery

                  (i)      If the anticipated Actual Delivery Date as advised by
                           the Builder is more than 6 months after the Scheduled
                           Delivery Date as amended in terms of this Agreement
                           and such delay is not caused by force majeure as
                           delineated in Clause 18, the Purchaser shall, within
                           14 days of receipt of such notice, advise the Builder
                           whether the Agreement is to be terminated or the
                           Vessel is to be accepted on the anticipated Actual
                           Delivery Date.

                  (ii)     Upon receipt of notice terminating the Agreement the
                           Builder shall refund to the Purchaser all progress
                           payments made by the Purchaser together with interest
                           calculated at the rate of 8% per annum from the date
                           such progress payments were made until the date they
                           are refunded.

         14.3     Delivery

                  The Vessel shall always be safely afloat at the anchorage or
                  wharf at the Port of Delivery at the time of delivery.

         14.4     Documentation

                  Upon delivery of the Vessel at the Port of delivery the
                  Builder and the Purchaser shall sign the Protocol of Delivery
                  and Acceptance acknowledging the delivery of the Vessel to and
                  the acceptance of the Vessel by, the Purchaser; and the
                  Builder shall simultaneously with such transfer provide the
                  Purchaser with:-

                  (i)      the Final Stage Certificate which shall indicate the
                           Final Price as notified to the Purchaser pursuant to
                           Clause 8.2 and which shall otherwise be in the form
                           set out in Schedule 2;

                  (ii)     the Builder's Certificate issued by the Builder in
                           favor of the Purchaser specifying brief particulars
                           of the Vessel and that the Vessel is delivered to the


Austal USA - Lighthouse Contract       29    28 Mar 2002/ Reference May 2001 std
<PAGE>
                           Purchaser free from all encumbrances, maritime liens,
                           claims and debts whatsoever;

                  (iii)    drawings, manuals and plans pertaining to the
                           operation and maintenance of the Vessel as specified
                           in the Specification;

                  (iv)     such certificates as specified in the Specification;
                           and

                  (v)      any other related documents reasonably requested by
                           the Purchaser.

         14.5     Liquidated Damages for Delay

                   14.5.1   If the Vessel is not delivered by the Builder to the
                            Purchaser on or before the Scheduled Delivery Date
                            as adjusted in terms of this Agreement, the Builder
                            shall (subject as hereinafter provided) reduce the
                            Final Price, as liquidated damages for such delay,
                            as follows:

                            up to two weeks after the Scheduled Delivery Date :
                            no reduction ; thereafter $3000 per day up to a
                            maximum of six months from the Scheduled Delivery
                            Date as amended in terms of this Agreement.

                   14.5.2   Such liquidated damages shall be accepted by the
                            Purchaser in full satisfaction of any claim for loss
                            or damage (direct or consequential), which the
                            Purchaser might otherwise have or make against the
                            Builder in respect of delay in delivery of the
                            Vessel.

                   14.5.3   The parties acknowledge that the agreed liquidated
                            damages:

                            (i)      are reasonable and reflect to the best of
                                     their knowledge any loss which the
                                     Purchaser is likely to suffer as a result
                                     of delay;

                            (ii)     are by way of compensation and not penalty
                                     for delay.


         14.6     Incentive for early delivery

                  14.6.1    For every day earlier than the Scheduled Delivery
                            Date that the Builder shall deliver the Vessel to
                            the Purchaser the Final Price shall be increased by
                            $3000.

Austal USA - Lighthouse Contract       30    28 Mar 2002/ Reference May 2001 std
<PAGE>
15.      PERFORMANCE

         15.1     Speed

                  15.1.1   The Builder hereby warrants that the speed of the
                           Vessel shall be 27.2 knots (in trial condition as per
                           Specification).

                  15.1.2   If the actual speed of the Vessel (in trial condition
                           as per Specification) is below the speed of 26.7kts
                           the Basic Purchase Price shall be reduced by an
                           amount equal to $7,500 for each complete 0.2 knots of
                           deficiency down to a speed of 26.1kts. For speeds
                           below 26.1kts, the Basic Purchase Price shall be
                           reduced by the sum of costs down to 26.1kts as above
                           which is $22,500 plus further reductions of $15,000
                           for each complete 0.2kts of deficiency down to
                           25.1kts. Should the actual speed of the Vessel be
                           below 25.1kts (in trial condition as per
                           Specification) the Purchaser shall have the right to
                           terminate this Agreement upon giving to the Builder
                           fourteen (14) days notice in writing. If the Builder
                           cannot remedy the speed to a speed of 25.1kts or more
                           within the said notice period the Builder shall
                           refund all progress payments made together with
                           interest calculated at the rate of 8% per annum from
                           the date such progress payments were made until the
                           date they are refunded.

16.      FEES, TAXES AND CERTIFICATES

         16.1     The Builder shall bear and pay such fees, royalties, costs,
                  and expenses as are set out in the Specification, including
                  all fees, costs and expenses of all survey requirements, and
                  shall at its own cost obtain all necessary construction
                  permits, licenses, authorities and certificates as stated in
                  the Specification.

         16.2     Registration of the Vessel, if required by the Purchaser,
                  shall be the responsibility of the Purchaser.


Austal USA - Lighthouse Contract       31    28 Mar 2002/ Reference May 2001 std
<PAGE>
17.      PATENTS, TRADE MARKS AND COPYRIGHTS

         17.1     Whether or not any components of the Vessel may bear the
                  patent number, trade marks or trade names of the
                  manufacturers, nothing in this Agreement or the Specification
                  shall be construed as transferring any patent or trade names
                  of the manufacturers and nothing in this Agreement or the
                  Specification shall be construed as transferring any patent or
                  trade mark rights or copyrights from the true and lawful
                  owners thereof.

         17.2     The Builder is responsible for the payment of all royalties
                  associated with patent rights of any components and designs on
                  or of the Vessel.

         17.3     The Builder shall indemnify and hold the Purchaser harmless
                  against any liabilities of the Purchaser arising out of any
                  infringement of patent or design in respect of the use of
                  designs, plans, drawings or Specification supplied by the
                  Builder or in connection with the construction of the Vessel
                  under this Agreement and the Purchaser shall promptly give to
                  the Builder notice of any such claims brought against the
                  Purchaser and provide such assistance to the Builder in
                  defending any such claims as is reasonably required, including
                  (but not limited to) allowing the Builder to defend any such
                  claims in the Purchaser's name but at the cost and expense of
                  the Builder.

         17.4     The Purchaser shall indemnify and hold the Builder harmless
                  against any liabilities of the Builder arising out of any
                  infringement of patent or design in respect of the use of
                  designs, plans, drawings or Specification supplied by the
                  Purchaser or in connection with the construction of the Vessel
                  under this Agreement and the Builder shall promptly give to
                  the Purchaser notice of any such claims brought against the
                  Builder and provide such assistance to the Purchaser in
                  defending any such claims as is reasonably required, including
                  (but not limited to) allowing the Purchaser to defend any such
                  claims in the Builder's name but at the cost and expense of
                  the Purchaser.


Austal USA - Lighthouse Contract       32    28 Mar 2002/ Reference May 2001 std
<PAGE>
18.      FORCE MAJEURE

         18.1     Cause for Delay

                  The parties agree that if the Builder is delayed in the
                  construction or delivery of the Vessel by causes beyond its
                  control such as but not limited to fire, earthquakes, major
                  strike directly or indirectly affecting the Builder, weather
                  conditions preventing or interrupting the operation of the
                  Builder's yard or work on the Vessel, Act of God, riot or
                  civil commotion epidemics, failure or shortages of electricity
                  or other services, accidents or any delay caused by submission
                  of this Agreement to arbitration as set out in Clause
                  25(except where work is reasonably possible to be continued as
                  provided in Clause 25.2), then the Builder shall be entitled
                  to add to the Scheduled Delivery Date one additional day for
                  each day or part thereof lost through such circumstances to
                  complete the Vessel.

         18.2     Notice of Delay

                  As soon as practicable the Builder shall advise the Purchaser
                  by notice in writing of the date of commencement of any delay
                  on account of which the Builder claims that it is entitled to
                  an extension of time hereunder for delivery of the Vessel and
                  the reasons therefore, and (if practicable) the estimated
                  duration of such delay. Likewise after such delay ends the
                  Builder shall forthwith advise the Purchaser in writing of the
                  date such delay ended and shall also specify the maximum
                  period of time by which the Scheduled Delivery Date is to be
                  extended as a result of such delay.

         18.3     Purchaser's Right upon Receipt of Notice of Delay

                  The Purchaser may within five (5) banking days after receipt
                  of the notice specified in Clause 18.2 advise the Builder in
                  writing that it objects to the extension of time claimed by
                  the Builder and failing this, the Purchaser shall be deemed to
                  have waived its rights to object to such extension. If no
                  agreement is reached as to the extent of any extension, the
                  matter shall be referred to arbitration in accordance with
                  Clause 25.


Austal USA - Lighthouse Contract       33    28 Mar 2002/ Reference May 2001 std
<PAGE>
19.      WARRANTY OF QUALITY

         19.1     Warranty of Materials and Workmanship

                  Subject as hereinafter provided the Builder warrants the
                  Vessel, including her hulls, machinery, parts and equipment,
                  as were manufactured or supplied by the Builder or by its
                  Sub-Contractors, for a period of (12) months from the Actual
                  Delivery Date (hereinafter referred to as "the Warranty
                  Period") against any defects in materials, poor workmanship,
                  or defective design on the part of the Builder and/or its
                  Sub-Contractor, to the extent of rectifying such defect or
                  replacing any defective or faulty part, provided that such
                  defects shall be brought to its notice in accordance with the
                  provisions of Clause 19.2 as soon as possible but within
                  fourteen (14) days after their discovery and in any event no
                  later than seven (7) days after the date of expiry of the
                  Warranty Period.

                  For the purpose of this sub-clause 19.1 the expression "the
                  Vessel" excludes any items or parts and the workmanship of
                  sub-contractors for the Vessel

                  (i)      which have been supplied by the Purchaser; or

                  (ii)     to which a separate manufacturer's or supplier's
                           guarantee applies provided always that such guarantee
                           in respect of the main engines, gearboxes and
                           generator sets must be for a minimum of one year from
                           the Actual Delivery Date.

         19.2     Extended Warranty

                  19.2.1   Subject as hereinafter provided the Builder further
                           warrants the Vessel's aluminum structure and
                           workmanship, as manufactured or supplied by the
                           Builder, for an additional period of thirteen (12)
                           months beyond the Warranty Period (hereinafter
                           referred to as "the Extended Structural Warranty
                           Period") against any major structural defects in
                           materials, poor workmanship, or defective design on
                           the part of the Builder, to the extent of rectifying
                           such defect or replacing any defective or faulty
                           part, provided that such defects shall be brought to
                           its notice in accordance with the provisions of
                           Clause 19.3 as soon as possible but within fourteen
                           (14) days after their discovery and in any event no
                           later than seven (7) days after the date of expiry of
                           the Extended Structural Warranty Period.

         19.3     Notice of Defects

                  19.3.1   For defects that prevent the Vessel from operating
                           and can be rectified within 24 hours, the Purchaser
                           may proceed immediately in performing the repair or
                           rectification.

                           In this case the Purchaser shall notify the Builder
                           in writing as promptly as possible after the
                           discovery of the defect and shall provide the
                           following to the Builder as soon as is practicable.

                           (i)      Details of the nature and extent of the
                                    defect and date of discovery.

                           (ii)     Invoice of costs.


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                           (iii)    Copies of the relevant inspection report.

                           (iv)     Copies of any relevant survey reports.

                           (v)      Photographs of the damaged or defective
                                    hulls, machinery, part or equipment.

                           (vi)     All parts removed from the vessel.

                           (vii)    Any other documents that the Builder may
                                    reasonably require.

                  19.3.2   For all other defects the Purchaser shall notify the
                           Builder in writing as promptly as possible after the
                           discovery of the defect and shall provide the
                           following:

                           (i)      Details of the nature and extent of the
                                    defect and date of discovery.

                           (ii)     Details of the place at which the vessel can
                                    be made available for early inspection by or
                                    on behalf of the Builder.

                           (iii)    Copies of the relevant inspection report.

                           (iv)     Copies of any relevant survey reports.

                           (v)      Any other documents the Builder may
                                    reasonably require.

                  19.3.3   Any defective part shall not be used after the
                           Purchaser first become aware of the existence of the
                           defect except to save the vessel, crew or passengers
                           from peril at sea.

         19.4     Builder's Rights of Inspection

                  19.4.1   Upon receipt of notice under Clause 19.3.2 from the
                           Purchaser, the Builder shall be entitled (but not
                           bound) to arrange an inspection of the Vessel on its
                           own behalf, whereupon the Purchaser shall make
                           available to the representatives of the Builder at
                           such inspection the Vessel's log books and any other
                           documents and information deemed relevant by the
                           Builder.

                  19.4.2.  Within twenty-four (24) hours of receipt of such
                           notice from the Purchaser, the Builder shall advise
                           the Purchaser if it intends to inspect the Vessel.
                           Within two (2) working days of receipt of such notice
                           from the Purchaser the Builder shall advise the
                           Purchaser of its liabilities and intended course of
                           action and where appropriate shall agree with the
                           Purchaser a program to carry out the work.

                  19.4.3   Should the work not be carried out in accordance with
                           the agreed program, or as otherwise agreed, the
                           Purchaser may at its option advise the Builder of its
                           intention to take such steps as are necessary to
                           complete the works if no further action is to be
                           taken by the Builder within two (2) working days or
                           as otherwise agreed. In the event that the Purchaser
                           completes the work the Builder shall reimburse to the
                           Purchaser the direct cost incurred.

         19.5     Costs of Remedial Work

                  19.5.1   Unless otherwise agreed the rectification of a defect
                           or replacement of any defective or faulty part for
                           which the Builder is liable shall be carried out by


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                           the Builder at its expense at a yard nominated by the
                           Builder and accepted by the Purchaser and the Vessel
                           shall be brought to and taken from such yard by the
                           Purchaser at its cost and whilst at such yard shall
                           be and remain at the risk and expense of the
                           Purchaser.

         19.6     Location of Remedial Work

                  19.6.1   If the making good or replacement of any defective or
                           faulty part provided for in Clause 19.4 cannot be
                           conveniently carried out at the Builder's nominated
                           yard (which shall be mutually agreed by both
                           parties), then subject to receipt of the Builder's
                           approval the Purchaser may have the necessary work
                           carried out elsewhere at its own risk. In such cases
                           the liability of the Builder shall be limited to the
                           reimbursement to the Purchaser of the documented
                           costs incurred by the Purchaser in making good or
                           replacing such defective or faulty parts but such
                           reimbursement shall not exceed the estimated cost of
                           carrying out such work at the Builder's yard.

                  19.6.2   The Builder shall be entitled to have its
                           representatives in attendance during execution of the
                           work at such other yard but the attendance of such
                           representatives shall not impose any responsibility
                           upon the Builder for the quality of the workmanship
                           and/or materials of such other yard and the sole
                           liability of the Builder shall be to reimburse the
                           Purchaser on the basis referred to above. Any parts
                           replaced under this Clause 19.6 shall (if requested)
                           be returned to the Builder at the Builder's expense
                           and in such case those parts returned and also any
                           parts replaced under clause 19.6 shall become the
                           property of the Builder.

         19.7     Limitation of Builder's Liability

                  The Builder's liability under this Agreement shall not extend
                  to:-

                  19.7.1   remedial work arising after the Vessel has,
                           temporarily or otherwise, ceased to be operated under
                           technical supervision of personnel appointed and
                           approved by the Purchaser;

                  19.7.2   remedial work arising after the Vessel has,
                           temporarily or otherwise, changed its operations from
                           that as a ferry or excursion vessel or from
                           operations outside of the Operating Range specified
                           by the COI

                  19.7.3   claims by third parties for injury, loss or damage
                           resulting from accidents, mishandling or detention of
                           the Vessel, lawful or otherwise;

                  19.7.4   remedial work necessitated, by act, omission or
                           neglect of the Purchaser, its servants or agents, or
                           where defects arise or are aggravated by repair work
                           or attempts to repair by the Purchaser, its servants,
                           agents and contractors not approved by the Builder;


Austal USA - Lighthouse Contract       36    28 Mar 2002/ Reference May 2001 std
<PAGE>
                  19.7.5   any claim for consequential or indirect damages by
                           any person or party howsoever arising including but
                           not limited to injury, loss, loss of profits or
                           damage caused by or sustained by the Vessel, the
                           Purchaser or any other person or party that is
                           consequential upon a breakdown, malfunctioning, fault
                           or failure of any kind whatsoever of the Vessel or
                           any of its components;

                  19.7.6   remedial work arising out of the normal wear and tear
                           and misuse of the Vessel and any of its components.
                           Any dispute arising from the definition of normal
                           wear and tear shall be referred to the President of
                           the Purchaser and the CEO of the Builder. If they are
                           unable to resolve the matter to their mutual
                           satisfaction within 3 days of the referral, then the
                           dispute shall be referred for determination by an
                           Independent Expert in accordance with Clause 4.2.3.

          19.8    The above warranty constitutes the Builder's sole and
                  exclusive warranty and legal obligation with respect to the
                  quality, design, manufacture or fitness of the Vessel. The
                  Builder makes no other warranty of any kind whatever, express
                  or implied; and all implied warranties of workmanship,
                  merchantability, seaworthiness and fitness for a particular
                  purpose which exceed the warranties provided herein are hereby
                  disclaimed by the Builder and excluded from this Agreement.
                  Furthermore, the Builder shall have no liability under any
                  circumstances for negligence or manufacturer's strict
                  liability in connection with the design, manufacture or sale
                  of the Vessel.

         19.9     The Purchaser shall have the Vessel manned and operated by
                  competent personnel and any claim, suit or demand arising out
                  of or in connection with the operation of the Vessel shall be
                  the sole responsibility of the Purchaser.


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<PAGE>
20.      ASSIGNMENT

         20.1     This Agreement is made exclusively with the Purchaser who
                  shall not be entitled to assign or transfer the same of any of
                  its rights or duties hereunder without the prior written
                  consent of the Builder which the Builder shall not
                  unreasonably withhold or require unreasonable terms and
                  conditions therein. Notwithstanding the foregoing, if any
                  assignment or transfer is made without the consent of the
                  Builder, then the Builder shall not be bound to recognize such
                  assignment or transfer made or purported to be made without
                  its consent.

         20.2     Notwithstanding any assignment which the Builder may agree to,
                  the Purchaser shall nevertheless remain wholly liable to the
                  Builder for the due fulfillment and performance of the terms
                  and provisions of the Agreement.

         20.3     The Builder shall not without the prior written approval of
                  the Purchaser and except on such terms and conditions as are
                  determined in writing by the Purchaser assign the contract of
                  any part thereof or any benefit or moneys or interest there
                  under.


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<PAGE>
21.      VARIATION TO AGREEMENT

         21.1     This Agreement constitutes the entire Agreement between the
                  parties and supersedes any prior communications, negotiations,
                  arrangements, representations or undertakings whether written
                  or oral.

         21.2     No servant or agent of the Builder or of the Purchaser, other
                  than the duly authorized representatives as authorized in
                  writing in the terms of this Agreement, has authority to agree
                  to any variation or modification of or addition to these terms
                  and conditions in any circumstances whatsoever. Any variation
                  of, or modification or addition to this Agreement shall be
                  made in writing and executed by the parties or their duly
                  authorized representatives.

22.      NOTICES

         22.1     Any notice to be given hereunder to the Purchaser shall be
                  addressed to:-

                  Lighthouse Fast Ferry Inc
                  195 Fairfield Avenue, Suite 3C
                  West Caldwell Office Park
                  West Caldwell
                  NJ 07006

                  Fax No : 973-618-9037

                  or such other address as the Purchaser may from time to time
                  by notice in writing to the Builder designate for that
                  purpose.

         22.2     Any notice to be given hereunder to the Builder shall be
                  addressed to:-

                  CEO
                  AUSTAL USA LLC
                  100 Dunlap Drive
                  Mobile,
                  AL 36602
                  Fax No (251)-434-8080

                  or such other address as the Builder may from time to time by
                  notice in writing to the Purchaser designate for that purpose.

         22.3     All notices to be sent hereunder shall be sent by post or fax
                  and shall be deemed to have been received in the case of a fax
                  on the next business day in the country of the recipient
                  following dispatch thereof and in the case of a letter five
                  (5) days after the same is posted by US Postal Service.

         22.4     In respect of any notice by fax, it is the responsibility of
                  the sender to ensure that the addressee acknowledges receipt
                  of such notice in writing.


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<PAGE>
23.      COSTS

         All costs of and incidental to the preparation, stamping and
         registration if necessary of this Agreement shall be borne by the
         Builder.

24.      PROPER LAW

         This Agreement shall be governed by and construed in accordance with
         the applicable laws of the State of Alabama and the parties hereto
         agree to submit to the courts of Alabama having jurisdiction.

25.      ARBITRATION

         25.1     If at any time any dispute whatsoever shall arise between the
                  Purchaser and the Builder before or during construction or
                  after the delivery of the Vessel, under or in relation to or
                  in connection with this Agreement or the interpretation
                  thereof or arising in or out of or in connection with
                  performance of or the carrying out of any of the work under
                  this Agreement it shall be referred to arbitration in Mobile,
                  AL in accordance with the laws relating to arbitration in
                  force in Alabama and any such arbitration award shall be final
                  and binding upon the parties hereto.

         25.2     Unless for reason stipulated in Clause 18.1 in respect of
                  arbitration, work under this Agreement shall if reasonably
                  possible be continued during any arbitration proceedings and
                  no payment due or payable under this Agreement shall be
                  withheld on account of such proceedings except to the extent
                  that such payment is in dispute under the arbitration
                  proceedings.

                  Notwithstanding the preceding provisions of this Clause 25,
                  any dispute or difference of opinion relating to the
                  construction of the Vessel, her machinery and equipment, or
                  concerning the quality of materials or workmanship thereof, or
                  in regard to interpretation of the Specification, shall be
                  resolved by in accordance with Clause 4.2 above.

26.      CONDITIONS PRECEDENT

         Before this contract becomes effective, the following two conditions
         precedent shall have been fulfilled:

         1. Purchaser shall have made the Second Progress Payment which payment
         shall be made prior to 5 April, 2002. In the event that this payment is
         not forthcoming the Purchaser shall have 5 business days to make the
         payment during which the Scheduled Delivery Date shall be adjusted by
         an additional day for each beyond 5 April the second payment is late.
         After this 5 business day period, if the second payment is not
         forthcoming this agreement shall be considered null and void except
         that the Builder shall not be obliged to return the amount of the First
         Progress Payment to the Purchaser.


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<PAGE>
         2. The order already made by the Purchaser for 2 x 16V 2000 Detroit
         engines from Atlantic Detroit Diesel Allison, Inc, shall have been
         assigned to the Builder, which assignment shall be subject to Condition
         1 above. Following the receipt by the Builder of the Second Progress
         Payment, the Builder shall then reimburse the Purchaser the amount of
         $33,000 which is the down payment that has been made to secure the
         engines already made by the Purchaser to Atlantic Detroit Diesel
         Allison, Inc.

27.      PROVISIONAL COST ITEMS

         Included in the Basic Purchase Price are the following allowances. The
         Basic Purchase Price shall be adjusted upwards or downwards
         respectively by the amount the cost of the following equipment exceeds
         or is below the costs allowed below:

         Main engines and gearboxes, according to the attached scope of supply
         (Appendix C) of $345,248.

         Second Radar of $17,000

         PC Based Plotter System of $4,000

         Satellite TV antenna of $2,000.


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<PAGE>
IN WITNESS whereof this Agreement has been executed as at the day and year first
above written.

SIGNED for and on behalf of
Lighthouse Fast Ferry, Inc.
by Anthony Colasanti




-----------------------------------
Vice President



SIGNED for and on behalf
AUSTAL USA LLC
by Chris Pemberton




-----------------------------------
Vice President, Sales and Marketing


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<PAGE>
                                   SCHEDULE 1

                       CERTIFICATE OF TECHNICAL COMPLETION
                   TO BE SIGNED UPON COMPLETION OF SEA TRIALS
                               AT MOBILE, ALABAMA

Vessel ______ Yard No.   ______
Purchaser:    ______

I, ______ being the duly appointed inspecting officer, certify that I have
inspected the above vessel constructed/sold by Austal USA pursuant to a
Shipbuilding Agreement dated ______ between that company and ______

I have fully inspected the structure, equipment and fitting of the vessel and
have witnessed the operation of the vessel and all its systems and equipment.
The Vessel is in accordance with the terms and conditions of the above Contract
and any Specification relating to that Agreement.


Accepted at Mobile, Alabama on this ______ day of ______ 200____


FOR AND ON BEHALF OF:


------------------------------------------

SIGNED:- .................................

WITNESS:- ................................


FOR AND ON BEHALF OF:
AUSTAL USA LLC


SIGNED:- .................................

WITNESS:- ................................


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<PAGE>
                                   SCHEDULE 2

                             FINAL STAGE CERTIFICATE

Yard No ______ under an Agreement (hereinafter referred to as "the Agreement")
dated the ______ day of ______ 200__ made between Austal USA LLC. ("the
Builder") and __________________________ ("the Purchaser")

We hereby certify that the following total amount is due to the Builder on
delivery of the abovementioned vessel.


A
(being the Basic Purchase
Price of the Vessel)


Add B.
(being a sum total of
adjustments made to the Basic
Purchase Price and/or
included in the Final Price of
the Vessel pursuant to the
Agreement)


Less C
(being the sum total of
deductions from the Basic
Purchase Price pursuant to the
Agreement)


Less D
(the value of goods and
supplies incorporated in the
Vessel paid for or to be paid
for by the Purchaser.)


Less E
(being installments paid)


Balance due on Final Stage
Certificate

For and on behalf of
AUSTAL USA LLC

Dated:


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<PAGE>
                                   SCHEDULE 3

                       PROTOCOL OF DELIVERY AND ACCEPTANCE

                               VESSEL YARD NO. " "

By this Protocol of Delivery and Acceptance, AUSTAL USA LLC of 100 Dunlap Drive,
Mobile AL 36602 ("the Builder") hereby delivers:-

At  :  _______________

On  :  The    day of

At     Hours

The Vessel having Yard No __ and to be named "____________________ " and
registered at the port of ___________, and ____________________ of
____________________ ("the Purchaser") hereby accepts delivery of the said
vessel pursuant to and in accordance with the terms and conditions of the
Shipbuilding Contract dated ________________ made between the Builder and the
Purchaser for the construction, sale and purchase of the said vessel.

Dated this _____ day of ________ 200

The Builder                                                       The Purchaser:
AUSTAL USA LLC                                                    ______________

__________________                                                ______________



By: ______________                                         By:  ________________

Witness:__________                                    Witness:  ________________


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<PAGE>
                                   APPENDIX A

                           GENERAL ARRANGEMENT DRAWING

                         Drawing Number 505-GAR-Issue E

            [General Arrangement shall be attached to this Agreement]


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<PAGE>
                                   APPENDIX B

                              VESSEL SPECIFICATION

                  QUOTE NO.         :        Austal USA Hull 101/601
                  REVISION          :        Revision I
                  REVISION DATE     :        28 March 2002-Contract



               [Specification shall be attached to this Agreement]


Austal USA - Lighthouse Contract       47    28 Mar 2002/ Reference May 2001 std