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                                                                   EXHIBIT 10.23

                       Termination of Employment Agreement

     WHEREAS, John F. Alford (the "Executive") and Friede Goldman Halter, Inc.,
a Mississippi corporation (the "Company"), entered into that certain Second
Amended and Restated Employment Agreement as of August 7, 2000 (the "Employment
Agreement"); and

     WHEREAS, the Executive has voluntarily tendered his resignation effective
April 4, 2002; and

     WHEREAS, the Executive and the Company desire to amicably terminate the
Employment Agreement and acknowledge that the termination is not for Cause, Good
Reason or Disability, as those terms are defined in paragraph 4 of the
Employment Agreement.

     NOW, THEREFORE, for good and valuable consideration, which is acknowledged
by the Executive and the Company, including, without limitation, the promises
and covenants described herein, and subject to the approval of the United States
Bankruptcy Court for the Southern District of Mississippi (the "Bankruptcy
Court"), the parties hereto agree as follows:

1.   Termination of Employment. The Employment Agreement is terminated effective
     April 15, 2002.

2.   Confidentiality. In consideration for receipt of severance pay and
     continuation of benefits as provided herein, the Executive hereby covenants
     and agrees to maintain in a confidential manner the Company's and its
     affiliates' proprietary, business and commercial information.

3.   Severance Pay. In consideration of the Executive's execution of this
     Agreement and commitment to continue to provide reasonable transition
     assistance where his knowledge of past events is required to assist Company
     and its officers, directors, employees, consultants, and attorneys as
     required through December 31, 2002, the Company shall (i) continue to pay
     the Executive's salary (less standard payroll deductions) through July 15,
     2002, at the Executive's regular rate of pay in effect during the month
     immediately preceding the execution of this Agreement, and (ii) pay the
     Executive the sum of $19,000 representing monies previously withheld from
     the Executive's salary, at his election, as part of the Company's Deferred
     Compensation Plan. Such payment shall be made immediately following the
     date upon which the order of the Bankruptcy Court approving this
     Termination of Employment Agreement (the "Agreement") becomes final.

4.   Benefits. The Company will pay certain benefits on behalf of the Executive
     as follows:

     (a)  Insurance. The Company will pay the Executive's premium on Executive's
          medical insurance until July 15, 2002, or until the Executive obtains
          new employment, whichever occurs first. Such payment shall be made
          immediately following the date upon which the order of the Bankruptcy
          Court approving this Agreement becomes final;

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     (b)  Accrued Vacation. The Company will pay the Executive for accrued but
          unused vacation of three (3) weeks, such payment (less standard
          payroll deductions) to be made in one lump sum on the Company's next
          normal payroll date following the execution of this Agreement.

     All other benefits enjoyed by the Executive with the Company shall cease
     immediately upon the date Executive executes this Agreement.
     Notwithstanding the foregoing sentence, to the extent that executive risk
     and employment practices liability insurance coverage was provided to the
     directors and officers of the Company prior to the date of the Executive's
     resignation, that coverage will continue to be provided to the Executive
     for acts occurring prior to the Executive's resignation date to the extent
     it continues to be provided to other similarly situated officers and
     directors of the Company.

5.   Release and Covenant Not to Sue. Executive hereby releases and discharges
     the Company, its officers, directors, subsidiaries, parent, owners,
     affiliates, partners, agents, employees, attorneys, consultants,
     shareholders, representatives, successors, and assigns ("Company Related
     Parties") of and from all actions, causes of action, claims, demands,
     costs, and expenses which the Executive may have, or may claim to have, for
     any and all alleged damages which may have arisen or which he may claim to
     have arisen, or which may hereafter arise, on account of, or arising out of
     any claim relating or pertaining in any manner to Executive's employment
     with the Company, Executive's resignation or termination from employment
     with the Company, including, but not limited to, (i) any and all claims
     arising from the Employment Agreement, (ii) any and all pre-petition claims
     in each of the bankruptcy cases jointly administered as Friede Goldman
     Halter, Inc., et al., Jointly Administered, Case No. 01-52173 SEG, in the
     United States Bankruptcy Court for the Southern District of Mississippi
     (the "Bankruptcy Cases"), including general unsecured claim number 2894 in
     the amount of $1,800,000 filed therein, (iii) any and all administrative
     claims in any of the Bankruptcy Cases pursuant to Section 503(b) of the
     United States Bankruptcy Code, or otherwise (iv) any and all claims under
     the Company's Deferred Compensation Plan (except as set forth in paragraph
     3 above) and the Company's Retention and Incentive Program and (v) any
     claims of alleged discrimination on any basis whatsoever; including,
     without limitation, any and all claims arising under or relating to the Age
     Discrimination and Employment Act, 29 U.S.C. (S)(S) 621, et seq., and/or
     the Older Workers Benefit Protection Act; and/or any and all claims for
     alleged wrongful discharge, breach of contract and/or any and all other
     alleged wrongful actions or inactions of the persons and entities herein
     released up to and through the date of execution of this Agreement.

     Executive agrees not to file any claim, charge, complaint, action, or cause
     of action against any Company Related Parties on the basis of, arising
     from, or in any manner connected with any and all of the claims and matters
     released and covered by the release set forth hereinabove. Executive
     further agrees that he will indemnify and save harmless all Company Related
     Parties against any loss, including without limitation costs of defense and
     legal fees, occurring or incurred as a result of any claims, charges,

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     complaints, actions, or causes of action made or brought by or on behalf of
     Executive upon any of the claims and matters released and covered herein.

     The Executive declares and represents that any alleged damages or losses
     that may have been or may be in the future sustained by him may not be
     fully known to him and may be more numerous or more serious to him than he
     now believes or expects and, in making this release and Agreement, it is
     understood and agreed that Executive relies wholly upon his own judgment as
     to the future development, progress, and result of such alleged damages and
     losses, both known and unknown, and that Executive has not been influenced
     to any extent by statements regarding said damages and matters made by the
     parties who are hereby released, or by any person or persons representing
     such parties, and that Executive accepts the terms herein in full
     settlement and satisfaction of all claims or demands whatsoever for all
     losses and damages to him, both known and unknown.

     The Executive further understands and acknowledges that the release set
     forth hereinabove expressly includes and covers any and all claims which he
     may have or claim to have under the Age Discrimination and Employment Act,
     29 U.S.C. (S)(S) 621, et seq., and/or the Older Workers Benefit Protection
     Act, and further understands and acknowledges that he may take up to
     twenty-one (21) days from and after the date upon which this Agreement is
     tendered to him within which to make a decision concerning release and
     waiver of any claims which he may have or claim to have under the Age
     Discrimination and Employment Act, 29 U.S.C. (S)(S) 621, et seq., and/or
     the Older Workers Benefit Protection Act. Executive further acknowledges
     and understands that for a period of seven (7) days from and after the date
     upon which he executes this Agreement, he may revoke all provisions of this
     Agreement which relate to the Age Discrimination and Employment Act, 29
     U.S.C. (S)(S) 621, et seq., and/or the Older Workers Benefit Protection
     Act, and that in the event he exercises such right of revocation, this
     entire Agreement shall be void. Executive further acknowledges that he has
     been advised by the Company that he may consult with counsel of his own
     choosing before executing this Agreement.

     The Executive further understands and agrees that this settlement is the
     compromise of doubtful and disputed claims and that the herein-mentioned
     consideration is not to be construed as an admission of liability on the
     part of any person or entity herein released, by whom liability is
     expressly denied.

6.   Miscellaneous. The Executive acknowledges that he enters into this
     Agreement after having had the opportunity to consult legal counsel of his
     own choosing concerning the execution of this Agreement, and the Executive
     fully understands and agrees that any costs or fees arising out of any
     legal representation he may have sought or obtained with respect to this
     Agreement are to be borne by Executive. The Executive further acknowledges
     and agrees that he has read this Agreement and the release set forth in
     Paragraph 5 above, and has been given full opportunity to consider and
     understand its terms, and executes this Agreement of his own free will.

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7.   Cooperation after Termination; Non-derogation. The Executive and the
     Company agree to cooperate fully with each other on all matters relating to
     Executive's employment and the conduct of the Company's and its affiliates'
     business, Bankruptcy Cases, restructuring proceedings and tax matters (the
     "Company's Business"), including any litigation, claim or suit in which
     they deem that the cooperation of the other is needed. Such cooperation
     shall include, but shall not be limited to: (a) assisting counsel,
     bankruptcy counsel, financial advisors and accountants of the Company and
     the Unsecured Creditors' Committee (the "Advisors") in the review of any
     documents or other material relating to the litigation; (b) executing
     affidavits, interrogatory verification, and/or any other papers that the
     Advisors deem helpful or necessary to the prosecution or defense of the
     litigation; (c) assisting the Advisors in the preparation of pleadings,
     motions, discovery requests and any other papers or work product that the
     Advisors deem necessary or appropriate to the prosecution or defense of the
     litigation; (d) meeting with the Advisors to discuss matters relating to
     any of the claims or defenses asserted in the litigation; and (e)
     permitting counsel in the litigation to represent them at any deposition,
     hearing, trial and/or other proceeding in the litigation with the
     understanding that the parties will be entitled to retain their own legal
     representation at their own expense; provided they shall have the right at
     their own cost and expense to retain separate counsel in the event that
     their interests become adverse to each other or other parties to the
     litigation, and in such event the Executive and the Company shall cause
     their respective counsel to consult with and cooperate with counsel during
     the litigation.

     The Executive and the Company further agree that they will not make any
     statement of criticism, or take any action adverse to the interests of the
     other or that could cause the Company Related Parties or the Executive
     embarrassment or humiliation or otherwise cause or contribute to such
     persons being held in disrepute by the public or their clients, suppliers,
     customers or employees; provided, however, that any factual statement made
     by them in connection with the litigation in complying with the preceding
     paragraph shall not be deemed to cause them to have breached the
     obligations set forth herein.

     The Company and the Executive agree that, in response to inquiries
     concerning the Executive's termination of employment, the Company will
     state that "it is Company policy to give a neutral reference verifying
     dates of employment."

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8.   Notices. Any notice given under the Agreement shall be in writing and shall
     be sent by registered mail or certified mail, postage prepaid, return
     receipt requested, or by guaranteed overnight delivery service. Notices
     shall be addressed as follows:

     If to Executive:               John F. Alford
                                    5402 Tivoli Terrace
                                    Destin, Florida 32550

     If to the Company:             T. Jay Collins
                                    Chief Executive Officer
                                    Friede Goldman Halter, Inc.
                                    13085 Seaway Road
                                    Biloxi, Mississippi  39503-4607

     and shall be effective upon receipt as evidenced by the return receipt, if
     sent by registered or certified mail, or by the receipt of the overnight
     delivery service.

9.   Severability. If any portion of this Agreement or the application thereof
     for any reason or to any extent shall be determined to be invalid or
     unenforceable, such invalidity or unenforceability shall not in any manner
     affect or render invalid or unenforceable the remainder of this Agreement.

10.  Governing Law. This Agreement shall be governed by and construed in
     accordance with the laws of the state of Mississippi without reference to
     its principles of conflict of laws.

11.  Venue and Jurisdiction. If any dispute between the parties leads to
     litigation, the parties agree that the United States Bankruptcy Court for
     the Southern District of Mississippi, Southern Division, located at Biloxi,
     Mississippi, shall have exclusive jurisdiction and venue over such
     litigation. Each of the parties hereto consents to the personal
     jurisdiction of the Bankruptcy Court for the Southern District of
     Mississippi and agrees to accept service of process outside of the state of
     Mississippi as if service has been made in that state.

12.  Entire Agreement. This Agreement constitutes the complete and exclusive
     statement of all mutual understandings between the parties with respect to
     the subject matter hereof, superceding all prior proposals, communications
     and understandings, oral or written.

13.  Counterparts. This Agreement may be executed in one or more counterparts,
     each of which shall constitute an original, and all of which together shall
     constitute one and the same instrument.

14.  Approval of Bankruptcy Court. The Company agrees that immediately following
     the execution of this Agreement the Company shall cause this Agreement to
     be submitted to the Bankruptcy Court for approval. In the event this
     Agreement is not approved by the Bankruptcy Court on or before October 15,
     2002, the Executive shall have the option, in

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     his sole discretion, of giving the Company written notice of the
     termination of this Agreement in which case this Agreement shall
     immediately become null and void but Executive shall be entitled to retain
     the payment received for accrued but unused vacation pursuant to paragraph
     4(b) of this Agreement. The parties acknowledge that this Agreement is
     subject to Bankruptcy Court approval as set forth above.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement.

                                             /s/ John F. Alford
                                             ----------------------------------
                                             John F. Alford

                                             Date: July 8, 2002

                                             FRIEDE GOLDMAN HALTER, INC.

                                             By:   /s/ T. Jay Collins
                                             -----------------------------------
                                             T. Jay Collins, Chief Executive
                                             Officer

                                             Date: July 9, 2002

STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE

     Personally appeared before me, the undersigned authority in and for the
said county and state, on the _____ day of July, 2002, within my jurisdiction,
the within-named John F. Alford, who acknowledged that he executed the above and
foregoing instrument.

     SWORN TO AND SUBSCRIBED before me, this the 8th day of July, 2002.



                                              ----------------------------------
                                              Notary Public

My Commission Expires:

----------------------------------------
(SEAL)

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STATE OF TEXAS
COUNTY OF HARRIS

     Personally appeared before me, the undersigned authority in and for the
said city and state, on the _____ day of July, 2002, within my jurisdiction, the
within-named T. Jay Collins, Chief Executive Officer of Friede Goldman Halter,
Inc., who acknowledged that he executed the above and foregoing instrument,
after first having been duly authorized by said corporation so to do.

     SWORN TO AND SUBSCRIBED before me, this the 9th day of July, 2002.



                                              ----------------------------------
                                              Notary Public

My Commission Expires:

----------------------------------------
(SEAL)


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